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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 September 30, 2021

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________to______________________

Commission file number: 001-38229

FIDELITY D & D BANCORP, INC.

STATE OF INCORPORATION: IRS EMPLOYER IDENTIFICATION NO:

Pennsylvania 23-3017653

Address of principal executive offices:

Blakely & Drinker St.

Dunmore, Pennsylvania 18512

TELEPHONE: 570-342-8281

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class

Trading Symbols(s)

Name of each exchange on which registered

Common stock, without par value

FDBC

The NASDAQ Stock Market, LLC

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 subjected to such filing requirements for the past 90 days. [X] YES [ ] NO

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

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

Large accelerated filer o

Non-accelerated filer x

Accelerated filer o

Smaller reporting company x

Emerging growth company o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] YES [X] NO

The number of outstanding shares of Common Stock of Fidelity D & D Bancorp, Inc. on October 31, 2021, the latest practicable date, was 5,645,687 shares.

FIDELITY D & D BANCORP, INC.

Form 10-Q September 30, 2021

Index

Part I. Financial Information

Page

Item 1.

Financial Statements (unaudited):

Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020

3

Consolidated Statements of Income for the three and nine months ended September 30, 2021 and 2020

4

Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020

5

Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2021 and 2020

6

Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020

8

Notes to Consolidated Financial Statements (Unaudited)

10

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

42

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

64

Item 4.

Controls and Procedures

69

Part II. Other Information

Item 1.

Legal Proceedings

70

Item 1A.

Risk Factors

70

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

70

Item 3.

Defaults upon Senior Securities

70

Item 4.

Mine Safety Disclosures

70

Item 5.

Other Information

70

Item 6.

Exhibits

71

Signatures

73


PART I – Financial Information

Item 1: Financial Statements

Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Balance Sheets

(Unaudited)

(dollars in thousands)

September 30, 2021

December 31, 2020

Assets:

Cash and due from banks

$

51,466 

$

19,408 

Interest-bearing deposits with financial institutions

115,920 

49,938 

Total cash and cash equivalents

167,386 

69,346 

Available-for-sale securities

686,926 

392,420 

Restricted investments in bank stock

3,321 

2,813 

Loans and leases, net (allowance for loan losses of

$15,601 in 2021; $14,202 in 2020)

1,373,237 

1,105,450 

Loans held-for-sale (fair value $48,227 in 2021, $30,858 in 2020)

47,159 

29,786 

Foreclosed assets held-for-sale

803 

256 

Bank premises and equipment, net

29,406 

27,626 

Leased property under finance leases, net

1,365 

283 

Right-of-use assets

7,977 

7,082 

Cash surrender value of bank owned life insurance

52,417 

44,285 

Accrued interest receivable

7,178 

5,712 

Goodwill

19,628 

7,053 

Core deposit intangible, net

2,050 

1,734 

Other assets

12,946 

5,664 

Total assets

$

2,411,799 

$

1,699,510 

Liabilities:

Deposits:

Interest-bearing

$

1,576,498 

$

1,102,009 

Non-interest-bearing

586,952 

407,496 

Total deposits

2,163,450 

1,509,505 

Accrued interest payable and other liabilities

15,955 

10,400 

Finance lease obligation

1,375 

291 

Operating lease liabilities

8,565 

7,644 

Secured borrowings

16,885 

-

FHLB advances

-

5,000 

Total liabilities

2,206,230 

1,532,840 

Shareholders' equity:

Preferred stock authorized 5,000,000 shares with no par value; none issued

-

-

Capital stock, no par value (10,000,000 shares authorized; shares issued and outstanding; 5,645,687 at September 30, 2021; and 4,977,750 at December 31, 2020)

113,862 

77,676 

Retained earnings

91,533 

80,042 

Accumulated other comprehensive income

174 

8,952 

Total shareholders' equity

205,569 

166,670 

Total liabilities and shareholders' equity

$

2,411,799 

$

1,699,510 

See notes to unaudited consolidated financial statements


Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Income

(Unaudited)

Three months ended

Nine months ended

(dollars in thousands except per share data)

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

Interest income:

Loans and leases:

Taxable

$

14,950 

$

11,655 

$

38,759 

$

30,212 

Nontaxable

409 

339 

1,058 

914 

Interest-bearing deposits with financial institutions

54 

46 

114 

96 

Restricted investments in bank stock

28 

37 

96 

124 

Investment securities:

U.S. government agency and corporations

1,177 

832 

2,731 

2,543 

States and political subdivisions (nontaxable)

1,178 

644 

3,065 

1,568 

States and political subdivisions (taxable)

377 

146 

857 

200 

Other securities

-

-

-

3 

Total interest income

18,173 

13,699 

46,680 

35,660 

Interest expense:

Deposits

878 

1,070 

2,583 

3,781 

Secured borrowings

121 

-

121 

-

Other short-term borrowings

-

53 

-

248 

FHLB advances

-

40 

26 

268 

Total interest expense

999 

1,163 

2,730 

4,297 

Net interest income

17,174 

12,536 

43,950 

31,363 

Provision for loan losses

450 

1,500 

1,550 

3,700 

Net interest income after provision for loan losses

16,724 

11,036 

42,400 

27,663 

Other income:

Service charges on deposit accounts

705 

548 

1,835 

1,521 

Interchange fees

1,089 

871 

3,192 

2,114 

Service charges on loans

517 

451 

1,546 

1,219 

Fees from trust fiduciary activities

598 

480 

1,634 

1,334 

Fees from financial services

273 

221 

665 

534 

Fees and other revenue

239 

234 

592 

595 

Earnings on bank-owned life insurance

326 

216 

899 

577 

Gain (loss) on write-down, sale or disposal of:

Loans

188 

1,346 

3,671 

1,998 

Available-for-sale debt securities

40 

-

40 

-

Premises and equipment

34 

3 

28 

(59)

Total other income

4,009 

4,370 

14,102 

9,833 

Other expenses:

Salaries and employee benefits

7,007 

5,431 

18,693 

14,492 

Premises and equipment

1,916 

1,503 

5,146 

4,032 

Data processing and communication

745 

513 

1,987 

1,820 

Advertising and marketing

668 

204 

1,825 

885 

Professional services

796 

620 

2,563 

1,696 

Merger-related expenses

2,201 

221 

3,143 

2,439 

Automated transaction processing

396 

278 

1,065 

769 

Office supplies and postage

164 

171 

438 

448 

PA shares tax

365 

373 

780 

741 

Loan collection

31 

16 

112 

61 

Other real estate owned

6 

1 

25 

(13)

FDIC assessment

169 

95 

404 

175 

FHLB prepayment fee

-

(1)

369 

481 

Other

721 

49 

942 

63 

Total other expenses

15,185 

9,474 

37,492 

28,089 

Income before income taxes

5,548 

5,932 

19,010 

9,407 

Provision for income taxes

689 

955 

2,788 

1,545 

Net income

$

4,859 

$

4,977 

$

16,222 

$

7,862 

Per share data:

Net income - basic

$

0.86 

$

1.00 

$

3.11 

$

1.76 

Net income - diluted

$

0.85 

$

0.99 

$

3.09 

$

1.75 

Dividends

$

0.30 

$

0.28 

$

0.90 

$

0.84 

See notes to unaudited consolidated financial statements

Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income

Three months ended

Nine months ended

(Unaudited)

September 30,

September 30,

(dollars in thousands)

2021

2020

2021

2020

Net income

$

4,859 

$

4,977 

$

16,222 

$

7,862 

Other comprehensive (loss) income, before tax:

Unrealized holding (loss) gain on available-for-sale debt securities

(6,488)

783 

(11,071)

5,339 

Reclassification adjustment for net gains realized in income

(40)

-

(40)

-

Net unrealized (loss) gain

(6,528)

783 

(11,111)

5,339 

Tax effect

1,371 

(164)

2,333 

(1,121)

Unrealized (loss) gain, net of tax

(5,157)

619 

(8,778)

4,218 

Other comprehensive (loss) gain, net of tax

(5,157)

619 

(8,778)

4,218 

Total comprehensive income (loss), net of tax

$

(298)

$

5,596 

$

7,444 

$

12,080 

See notes to unaudited consolidated financial statements


Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Changes in Shareholders' Equity

For the nine months ended September 30, 2021 and 2020

Accumulated

other

Capital stock

Retained

comprehensive

(dollars in thousands)

Shares

Amount

earnings

income (loss)

Total

Balance, December 31, 2019

3,781,500 

$

30,848 

$

72,385 

$

3,602 

$

106,835 

Net income

7,862 

7,862 

Other comprehensive income

4,218 

4,218 

Issuance of common stock through Employee Stock Purchase Plan

3,885 

219 

219 

Issuance of common stock from vested restricted share grants through stock compensation plans

15,395 

-

-

Stock-based compensation expense

944 

944 

Issuance of common stock for acquisition

1,176,970 

45,408 

45,408 

Cash dividends declared

(3,875)

(3,875)

Balance, September 30, 2020

4,977,750 

$

77,419 

$

76,372 

$

7,820 

$

161,611 

Balance, December 31, 2020

4,977,750 

$

77,676 

$

80,042 

$

8,952 

$

166,670 

Net income

16,222 

16,222 

Other comprehensive loss

(8,778)

(8,778)

Issuance of common stock through Employee Stock Purchase Plan

4,738 

270 

270 

Issuance of common stock from vested restricted share grants through stock compensation plans

13,209 

-

-

Issuance of common stock through exercise of SSARs

2,000 

-

-

Stock-based compensation expense

860 

860 

Issuance of common stock for acquisition

647,990 

35,056 

35,056 

Cash dividends declared

(4,731)

(4,731)

Balance, September 30, 2021

5,645,687 

$

113,862 

$

91,533 

$

174 

$

205,569 

See notes to unaudited consolidated financial statements


Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Changes in Shareholders' Equity

For the three months ended September 30, 2021 and 2020

(Unaudited)

Accumulated

other

Capital stock

Retained

comprehensive

(dollars in thousands)

Shares

Amount

earnings

income (loss)

Total

Balance, June 30, 2020

4,977,750 

$

77,162 

$

72,797 

$

7,201 

$

157,160 

Net income

4,977 

4,977 

Other comprehensive income

619 

619 

Stock-based compensation expense

257 

257 

Cash dividends declared

(1,402)

(1,402)

Balance, September 30, 2020

4,977,750 

$

77,419 

$

76,372 

$

7,820 

$

161,611 

Balance, June 30, 2021

4,995,713 

$

78,473 

$

88,381 

$

5,331 

$

172,185 

Net income

4,859 

4,859 

Other comprehensive loss

(5,157)

(5,157)

Issuance of common stock from vested restricted share grants through stock compensation plans

1,984 

-

-

Issuance of common stock for acquisition

647,990 

35,056 

35,056 

Stock-based compensation expense

333 

333 

Cash dividends declared

(1,707)

(1,707)

Balance, September 30, 2021

5,645,687 

$

113,862 

$

91,533 

$

174 

$

205,569 

See notes to unaudited consolidated financial statements


Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)

Nine months ended September 30,

(dollars in thousands)

2021

2020

Cash flows from operating activities:

Net income

$

16,222 

$

7,862 

Adjustments to reconcile net income to net cash provided by

operating activities:

Depreciation, amortization and accretion

4,246 

3,062 

Provision for loan losses

1,550 

3,700 

Deferred income tax expense (benefit)

137 

(1,057)

Stock-based compensation expense

850 

851 

Excess tax benefit from exercise of SSARs

26 

-

Proceeds from sale of loans held-for-sale

143,159 

107,747 

Originations of loans held-for-sale

(149,614)

(112,553)

Earnings from bank-owned life insurance

(899)

(577)

Net gain from sales of loans

(3,671)

(1,998)

Net gain from sales of investment securities

(40)

-

Net gain from sale and write-down of foreclosed assets held-for-sale

(34)

(43)

Net (gain) loss from write-down and disposal of bank premises and equipment

(28)

59 

Operating lease payments

26 

22 

Change in:

Accrued interest receivable

(552)

(976)

Other assets

1,005 

928 

Accrued interest payable and other liabilities

1,514 

1,041 

Net cash provided by operating activities

13,897 

8,068 

Cash flows from investing activities:

Available-for-sale securities:

Proceeds from sales

40,616 

115,234 

Proceeds from maturities, calls and principal pay-downs

41,939 

48,167 

Purchases

(341,890)

(191,070)

Increase in restricted investments in bank stock

678 

2,196 

Net decrease (increase) in loans and leases

18,712 

(148,026)

Principal portion of lease payments received under direct finance leases

3,689 

2,420 

Purchases of bank premises and equipment

(1,803)

(1,401)

Net cash (used in) provided by acquisition

(3,746)

53,004 

Proceeds from sale of bank premises and equipment

299 

12 

Proceeds from sale of foreclosed assets held-for-sale

302 

879 

Net cash used in investing activities

(241,204)

(118,585)

Cash flows from financing activities:

Net increase in deposits

345,477 

285,818 

Net decrease in other borrowings

(5,958)

(37,839)

Proceeds from Paycheck Protection Program Liquidity Facility (PPPLF)

-

152,791 

Repayment of PPPLF

-

(152,791)

Repayment of FHLB advances

(9,602)

(17,627)

Repayment of finance lease obligation

(103)

(60)

Proceeds from employee stock purchase plan participants

270 

219 

Dividends paid

(4,731)

(3,875)

Cash paid in lieu of fractional shares

(6)

(4)

Net cash provided by financing activities

325,347 

226,632 

Net increase in cash and cash equivalents

98,040 

116,115 

Cash and cash equivalents, beginning

69,346 

15,663 

Cash and cash equivalents, ending

$

167,386 

$

131,778 

See notes to unaudited consolidated financial statements


Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows (continued)

(Unaudited)

Nine months ended September 30,

(dollars in thousands)

2021

2020

Supplemental Disclosures of Cash Flow Information

Cash payments for:

Interest

$

2,922 

$

4,696 

Income tax

1,900 

2,150 

Supplemental Disclosures of Non-cash Investing Activities:

Net change in unrealized gains on available-for-sale securities

(11,111)

5,339 

Transfers from loans to foreclosed assets held-for-sale

327 

842 

Transfers from loans to loans held-for-sale, net

9,158 

5,129 

Transfers from premises and equipment to other assets held-for-sale

1,495 

-

Security settlement pending

1,419 

9,299 

Right-of-use asset

389 

-

Lease liability

389 

-

Transactions related to acquisition

Increase in assets and liabilities:

Securities

$

49,430 

$

123,420 

Loans

298,860 

245,283 

Restricted investments in bank stocks

1,186 

692 

Premises and equipment

3,405 

6,907 

Investment in bank-owned life insurance

7,233 

9,230 

Goodwill

12,575 

6,843 

Core deposit intangible asset

597 

1,973 

Leased property under finance leases

1,188 

-

Right-of-use assets

756 

1,354 

Other assets

4,128 

2,680 

Non-interest-bearing deposits

(100,472)

(118,822)

Interest-bearing deposits

(208,057)

(276,816)

Short-term borrowings

(2,224)

-

FHLB advances

(4,602)

(7,627)

Secured borrowings

(20,619)

-

Finance lease obligation

(1,188)

-

Operating lease liabilities

(756)

(1,354)

Other liabilities

(2,631)

(1,356)

Fair value of common shares issued

(35,056)

(45,408)

See notes to unaudited consolidated financial statements


FIDELITY D & D BANCORP, INC.

Notes to Consolidated Financial Statements

(Unaudited)

1. Nature of operations and critical accounting policies

Nature of operations

Fidelity D & D Bancorp, Inc. (the Company) is a bank holding company and the parent of The Fidelity Deposit and Discount Bank (the Bank). The Bank is a commercial bank and trust company chartered under the laws of the Commonwealth of Pennsylvania and a wholly-owned subsidiary of the Company. Having commenced operations in 1903, the Bank is committed to provide superior customer service, while offering a full range of banking products and financial and trust services to both our consumer and commercial customers from our main office located in Dunmore and other branches located throughout Lackawanna, Northampton and Luzerne Counties and Wealth Management offices in Schuylkill and Lebanon Counties.

On July 1, 2021, the Company completed its acquisition of Landmark Bancorp, Inc. (Landmark) and its wholly-owned subsidiary, Landmark Community Bank (Landmark Bank). At the time of the acquisition, Landmark merged with and into the Company with the Company surviving the merger. In addition, Landmark Bank merged with and into the Bank with the Bank as the surviving bank.

On May 1, 2020, the Company completed its acquisition of MNB Corporation (MNB) and its wholly-owned subsidiary, Merchants Bank of Bangor. At the time of the acquisition, MNB merged with and into the Company with the Company surviving the merger. In addition, Merchants Bank of Bangor merged with and into the Bank with the Bank as the surviving bank.

Further discussion of the acquisition of Landmark can be found in Footnote 9, “Acquisition”.

Principles of consolidation

The accompanying unaudited consolidated financial statements of the Company and the Bank have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to this Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial condition and results of operations for the periods have been included. All significant inter-company balances and transactions have been eliminated in consolidation.

For additional information and disclosures required under U.S. GAAP, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Management is responsible for the fairness, integrity and objectivity of the unaudited financial statements included in this report. Management prepared the unaudited financial statements in accordance with U.S. GAAP. In meeting its responsibility for the financial statements, management depends on the Company's accounting systems and related internal controls. These systems and controls are designed to provide reasonable but not absolute assurance that the financial records accurately reflect the transactions of the Company, the Company’s assets are safeguarded and that the financial statements present fairly the financial condition and results of operations of the Company.

In the opinion of management, the consolidated balance sheets as of September 30, 2021 and December 31, 2020 and the related consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of changes in shareholders’ equity for the three and nine months ended September 30, 2021 and 2020, and consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 present fairly the financial condition and results of operations of the Company. All material adjustments required for a fair presentation have been made. These adjustments are of a normal recurring nature. Certain reclassifications have been made to the 2020 financial statements to conform to the 2021 presentation.

In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after September 30, 2021 through the date these consolidated financial statements were issued.

This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020, and the notes included therein, included within the Company’s Annual Report filed on Form 10-K.

Critical accounting policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses. Management believes that the allowance for loan losses at September 30, 2021 is adequate and reasonable to cover incurred losses. Given the subjective nature of identifying and estimating loan losses, it is likely that well-informed individuals could make different assumptions and could, therefore, calculate a materially different allowance amount. While management uses available information to

recognize losses on loans, changes in economic conditions may necessitate revisions in the future. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgment of information available to them at the time of their examination.

Another material estimate is the calculation of fair values of the Company’s investment securities. Fair values of investment securities are determined by pricing provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Based on experience, management is aware that estimated fair values of investment securities tend to vary among valuation services. Accordingly, when selling investment securities, price quotes may be obtained from more than one source. All of the Company’s debt securities are classified as available-for-sale (AFS). AFS debt securities are carried at fair value on the consolidated balance sheets, with unrealized gains and losses, net of income tax, reported separately within shareholders’ equity as a component of accumulated other comprehensive income (AOCI).

The fair value of residential mortgage loans, classified as held-for-sale (HFS), is obtained from the Federal National Mortgage Association (FNMA) or the Federal Home Loan Bank (FHLB). Generally, the market to which the Company sells residential mortgages it originates for sale is restricted and price quotes from other sources are not typically obtained. On occasion, the Company may transfer loans from the loan portfolio to loans HFS. Under these circumstances, pricing may be obtained from other entities and the residential mortgage loans are transferred at the lower of cost or market value and simultaneously sold. For other loans transferred to HFS, pricing may be obtained from other entities or modeled and the other loans are transferred at the lower of cost or market value and then sold. As of September 30, 2021 and December 31, 2020, loans classified as HFS consisted of residential mortgage loans.

Financing of automobiles, provided to customers under lease arrangements of varying terms, are accounted for as direct finance leases. Interest income on automobile direct finance leasing is determined using the interest method to arrive at a level effective yield over the life of the lease. The lease residual and the lease receivable, net of unearned lease income, are recorded within loans and leases on the balance sheet.

Foreclosed assets held-for-sale includes other real estate acquired through foreclosure (ORE) and may, from time-to-time, include repossessed assets such as automobiles. ORE is carried at the lower of cost (principal balance at date of foreclosure) or fair value less estimated cost to sell. Any write-downs at the date of foreclosure are charged to the allowance for loan losses. Expenses incurred to maintain ORE properties, subsequent write downs to the asset’s fair value, any rental income received and gains or losses on disposal are included as components of other real estate owned expense in the consolidated statements of income.

We account for business combinations under the purchase method of accounting. The application of this method of accounting requires the use of significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are amortized, accreted or depreciated from those that are recorded as goodwill. Estimates of the fair values of assets acquired and liabilities assumed are based upon assumptions that management believes to be reasonable.

Goodwill is recorded on the consolidated balance sheets as the excess of liabilities assumed over identifiable assets acquired on the acquisition date. Goodwill is recorded at its net carrying value which represents estimated fair value. The goodwill is deductible for tax purposes over a 15-year period. Goodwill is tested for impairment on at least an annual basis. There was no goodwill impairment as of September 30, 2021 and December 31, 2020. Other acquired intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing.

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. The Company accounts for certain participation interests in commercial loans receivable (loan participation agreements) sold as a sale of financial assets pursuant to ASC 860, Transfers and Servicing. Loan participation agreements that meet the sale criteria under ASC 860 are derecognized from the Consolidated Balance Sheets at the time of transfer. If the transfer of loans does not meet the sale criteria or participating interest criteria under ASC 860, the transfer is accounted for as a secured borrowing and the loan is not de-recognized and a participating liability is recorded in the Consolidated Balance Sheets.

The Company holds separate supplemental executive retirement (SERP) agreements for certain officers and an amount is credited to each participant’s SERP account monthly while they are actively employed by the bank until retirement. A deferred tax asset is provided for the non-deductible SERP expense. The Company also entered into separate split dollar life insurance arrangements with four executives providing post-retirement benefits and accrues monthly expense for this benefit. The split dollar life insurance expense is not deductible for tax purposes. Monthly expenses for the SERP and post-retirement split dollar life benefit are recorded as components of salaries and employee benefit expense on the consolidated statements of income.

For purposes of the consolidated statements of cash flows, cash and cash equivalents includes cash on hand, amounts due from banks and interest-bearing deposits with financial institutions.


2. New accounting pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (CECL). The amendments in this update require financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. Previously, when credit losses were measured under GAAP, an entity only considered past events and current conditions when measuring the incurred loss. The amendments in this update broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgement in determining the relevant information and estimation methods that are appropriate under the circumstances. The amendments in this update also require that credit losses on available-for-sale debt securities be presented as an allowance for credit losses rather than a writedown.

In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, which clarifies that receivables arising from operating leases are not within the scope of Topic 326. In December 2018, regulators issued a final rule related to regulatory capital (Regulatory Capital Rule: Implementation and Transition of the Current Expected Credit Losses Methodology for Allowances and Related Adjustments to the Regulatory Capital Rule and Conforming Amendments to Other Regulations) which is intended to provide regulatory capital relief for entities transitioning to CECL. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging and Topic 825, Financial Instruments. As it relates to CECL, this guidance amends certain provisions contained in ASU 2016-13, particularly in regards to the inclusion of accrued interest in the definition of amortized cost, as well as clarifying that extension and renewal options that are not unconditionally cancelable by the entity that are included in the original or modified contract should be considered in the entity’s determination of expected credit losses.

The amendments in this update are effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019 for public companies. Early adoption is permitted beginning after December 15, 2018, including interim periods within those fiscal years. An entity will apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption (modified-retrospective approach). Upon adoption, the change in this accounting guidance could result in an increase in the Company's allowance for loan losses and require the Company to record loan losses more rapidly. The Company has engaged the services of a qualified third-party service provider to assist management in estimating credit allowances under this standard and is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. On October 16, 2019, the FASB decided to move forward with finalizing its proposal to defer the effective date for ASU 2016-13 for smaller reporting companies to fiscal years beginning after December 31, 2022, including interim periods within those fiscal periods. Since the Company currently meets the SEC definition of a smaller reporting company, the delay will be applicable to the Company.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20). The amendments in this update change the disclosure requirements for defined benefit plans. The amendments in this update are effective for fiscal years ending after December 15, 2020 for the Company. An entity should apply the amendments in this update on a retrospective basis to all periods presented. The update was adopted by the Company on January 1, 2021 and the amendments in this update did not have a material impact on the Company’s disclosures.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The amendments in this update are elective and apply to all entities that have contracts that reference LIBOR or another reference rate expected to be discontinued. The guidance includes a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. An optional expedient simplifies accounting for contract modifications to loans receivable and debt, by prospectively adjusting the effective interest rate. The amendments in ASU 2020-04 are effective as of March 12, 2020 through December 31, 2022. The Company expects to apply the amendments prospectively for applicable loan and other contracts within the effective period of ASU 2020-04.


3. Accumulated other comprehensive income

The following tables illustrate the changes in accumulated other comprehensive income by component and the details about the components of accumulated other comprehensive income as of and for the periods indicated:

As of and for the nine months ended September 30, 2021

Unrealized gains

(losses) on

available-for-sale

(dollars in thousands)

debt securities

Beginning balance

$

8,952

Other comprehensive loss before reclassifications, net of tax

(8,747)

Amounts reclassified from accumulated other comprehensive income, net of tax

(31)

Net current-period other comprehensive loss

(8,778)

Ending balance

$

174

As of and for the three months ended September 30, 2021

Unrealized gains

(losses) on

available-for-sale

(dollars in thousands)

debt securities

Beginning balance

$

5,331

Other comprehensive loss before reclassifications, net of tax

(5,126)

Amounts reclassified from accumulated other comprehensive income, net of tax

(31)

Net current-period other comprehensive loss

(5,157)

Ending balance

$

174

As of and for the nine months ended September 30, 2020

Unrealized gains

(losses) on

available-for-sale

(dollars in thousands)

securities

Beginning balance

$

3,602

Other comprehensive income before reclassifications, net of tax

4,218

Amounts reclassified from accumulated other comprehensive income, net of tax

-

Net current-period other comprehensive income

4,218

Ending balance

$

7,820

As of and for the three months ended September 30, 2020

Unrealized gains

(losses) on

available-for-sale

(dollars in thousands)

securities

Beginning balance

$

7,201

Other comprehensive income before reclassifications, net of tax

619

Amounts reclassified from accumulated other comprehensive income, net of tax

-

Net current-period other comprehensive income

619

Ending balance

$

7,820

Details about accumulated other

comprehensive income components

Amount reclassified from accumulated

Affected line item in the statement

(dollars in thousands)

other comprehensive income

where net income is presented

For the three months

For the nine months

ended September 30,

ended September 30,

2021

2020

2021

2020

Unrealized gains (losses) on AFS debt securities

$

40 

$

-

$

40 

$

-

Gain (loss) on sale of investment securities

Income tax effect

(9)

-

(9)

-

Provision for income taxes

Total reclassifications for the period

$

31 

$

-

$

31 

$

-

Net income

4. Investment securities

Agency – Government-sponsored enterprise (GSE) and Mortgage-backed securities (MBS) - GSE residential

Agency – GSE and MBS – GSE residential securities consist of short- to long-term notes issued by Federal Home Loan Mortgage Corporation (FHLMC), FNMA, FHLB and Government National Mortgage Association (GNMA). These securities have interest rates that are fixed and adjustable, have varying short to long-term maturity dates and have contractual cash flows guaranteed by the U.S. government or agencies of the U.S. government.

Obligations of states and political subdivisions (municipal)

The municipal securities are bank qualified or bank eligible, general obligation and revenue bonds rated as investment grade by various credit rating agencies and have fixed rates of interest with mid- to long-term maturities. Fair values of these securities are highly driven by interest rates. Management performs ongoing credit quality reviews on these issues.

The amortized cost and fair value of investment securities at September 30, 2021 and December 31, 2020 are summarized as follows:

Gross

Gross

Amortized

unrealized

unrealized

Fair

(dollars in thousands)

cost

gains

losses

value

September 30, 2021

Available-for-sale debt securities:

Agency - GSE

$

112,949

$

386

$

(1,820)

$

111,515

Obligations of states and political subdivisions

335,011

5,527

(4,073)

336,465

MBS - GSE residential

238,745

2,402

(2,201)

238,946

Total available-for-sale debt securities

$

686,705

$

8,315

$

(8,094)

$

686,926

Gross

Gross

Amortized

unrealized

unrealized

Fair

(dollars in thousands)

cost

gains

losses

value

December 31, 2020

Available-for-sale debt securities:

Agency - GSE

$

45,146

$

392

$

(91)

$

45,447

Obligations of states and political subdivisions

192,385

7,480

(152)

199,713

MBS - GSE residential

143,557

3,881

(178)

147,260

Total available-for-sale debt securities

$

381,088

$

11,753

$

(421)

$

392,420


The amortized cost and fair value of debt securities at September 30, 2021 by contractual maturity are summarized below:

Amortized

Fair

(dollars in thousands)

cost

value

Available-for-sale securities:

Debt securities:

Due in one year or less

$

985

$

1,008

Due after one year through five years

9,207

9,452

Due after five years through ten years

109,420

107,939

Due after ten years

328,348

329,581

MBS - GSE residential

238,745

238,946

Total available-for-sale debt securities

$

686,705

$

686,926

Actual maturities will differ from contractual maturities because issuers and borrowers may have the right to call or repay obligations with or without call or prepayment penalty. Agency – GSE and municipal securities are included based on their original stated maturity. MBS – GSE residential, which are based on weighted-average lives and subject to monthly principal pay-downs, are listed in total. Most of the securities have fixed rates or have predetermined scheduled rate changes and many have call features that allow the issuer to call the security at par before its stated maturity without penalty.

The following table presents the fair value and gross unrealized losses of debt securities aggregated by investment type, the length of time and the number of securities that have been in a continuous unrealized loss position as of September 30, 2021 and December 31, 2020:

Less than 12 months

More than 12 months

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

(dollars in thousands)

value

losses

value

losses

value

losses

September 30, 2021

Agency - GSE

$

87,844 

$

(1,820)

$

-

$

-

$

87,844 

$

(1,820)

Obligations of states and political subdivisions

204,710 

(3,882)

4,498 

(191)

209,208 

(4,073)

MBS - GSE residential

160,399 

(2,201)

-

-

160,399 

(2,201)

Total

$

452,953 

$

(7,903)

$

4,498 

$

(191)

$

457,451 

$

(8,094)

Number of securities

220 

5 

225 

December 31, 2020

Agency - GSE

$

27,602 

$

(91)

$

-

$

-

$

27,602 

$

(91)

Obligations of states and political subdivisions

15,256 

(152)

-

-

15,256 

(152)

MBS - GSE residential

14,753 

(178)

-

-

14,753 

(178)

Total

$

57,611 

$

(421)

$

-

$

-

$

57,611 

$

(421)

Number of securities

30 

-

30 

The Company had 225 debt securities in an unrealized loss position at September 30, 2021, including 35 agency-GSE securities, 47 MBS – GSE residential securities and 143 municipal securities. The severity of these unrealized losses based on their underlying cost basis was as follows at September 30, 2021: 2.03% for agency - GSE, 1.35% for total MBS-GSE residential; and 1.91% for municipals. Five of these securities had been in an unrealized loss position in excess of 12 months. Management has no intent to sell any securities in an unrealized loss position as of September 30, 2021.

Management believes the cause of the unrealized losses is related to changes in interest rates, instability in the capital markets or the limited trading activity due to illiquid conditions in the debt market and is not directly related to credit quality. Quarterly, management conducts a formal review of investment securities for the presence of other than temporary impairment (OTTI). The accounting guidance related to OTTI requires the Company to assess whether OTTI is present when the fair value of a debt security is less than its amortized cost as of the balance sheet date. Under those circumstances, OTTI is considered to have occurred if: (1) the entity has the intent to sell the security; (2) more likely than not the entity will be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is not sufficient to recover the entire amortized cost. The accounting guidance requires that credit-related OTTI be recognized in earnings while non-credit-related OTTI on securities not expected to be sold be recognized in other comprehensive income (OCI). Non-credit-related OTTI is based on other factors affecting market value, including illiquidity.

The Company’s OTTI evaluation process also follows the guidance set forth in topics related to debt securities. The guidance set forth in the pronouncements require the Company to take into consideration current market conditions, fair value in relationship to cost, extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, current analysts’ evaluations, all available information relevant to the collectability of debt securities, the ability and intent to hold investments until a recovery of fair value which may be to maturity and other factors when evaluating for the existence of OTTI. The guidance requires that credit-related OTTI be recognized as a realized loss through earnings when there has been an adverse change in the holder’s expected cash flows such that the full amount (principal and interest) will probably not be received. This requirement is consistent with the impairment model in the guidance for accounting for debt securities.

For all debt securities, as of September 30, 2021, the Company applied the criteria provided in the recognition and presentation guidance related to OTTI. That is, management has no intent to sell the securities and nor any conditions were identified by management that, more likely than not, would require the Company to sell the securities before recovery of their amortized cost basis. The results indicated there was no presence of OTTI in the Company’s security portfolio. In addition, management believes the change in fair value is attributable to changes in interest rates.

5. Loans and leases

The classifications of loans and leases at September 30, 2021 and December 31, 2020 are summarized as follows:

(dollars in thousands)

September 30, 2021

December 31, 2020

Commercial and industrial

$

264,170

$

280,757

Commercial real estate:

Non-owner occupied

306,537

192,143

Owner occupied

247,563

179,923

Construction

12,081

10,231

Consumer:

Home equity installment

47,331

40,147

Home equity line of credit

53,747

49,725

Auto loans

121,080

98,386

Direct finance leases

23,661

20,095

Other

7,701

7,602

Residential:

Real estate

271,760

218,445

Construction

34,519

23,357

Total

1,390,150

1,120,811

Less:

Allowance for loan losses

(15,601)

(14,202)

Unearned lease revenue

(1,312)

(1,159)

Loans and leases, net

$

1,373,237

$

1,105,450

As of September 30, 2021, total loans of $1.4 billion were reflected net of deferred loan costs of $1.9 million, including $2.1 million in deferred fee income from Paycheck Protection Program (PPP) loans and $4.0 million in deferred loan costs. Net deferred loan costs of $1.7 million, including $2.2 million in deferred fee income from PPP loans and $3.9 million in deferred loan costs, have been included in the carrying values of loans at December 31, 2020.

Commercial and industrial (C&I) loan balances were $264.2 million at September 30, 2021 and $280.8 million at December 31, 2020. As of September 30, 2021, the commercial and industrial loan balance included $64.7 million in PPP loans (net of deferred fees), including $13.4 million in PPP loans acquired from Landmark, compared to $129.9 million as of December 31, 2020. Excluding PPP loans, the balance of C&I loans at September 30, 2021 increased $48.7 million primarily from loans acquired from Landmark during the third quarter of 2021.

Direct finance leases include the lease receivable and the guaranteed lease residual. Unearned lease revenue represents the difference between the lessor’s investment in the property and the gross investment in the lease. Unearned revenue is accrued over the life of the lease using the effective interest method.

The Company services real estate loans for investors in the secondary mortgage market which are not included in the accompanying consolidated balance sheets. The approximate unpaid principal balance of mortgages serviced for others amounted to $433.3 million as of September 30, 2021 and $366.5 million as of December 31, 2020. Mortgage servicing rights amounted to $1.8 million and $1.3 million as of September 30, 2021 and December 31, 2020, respectively.

Management is responsible for conducting the Company’s credit risk evaluation process, which includes credit risk grading of individual commercial and industrial and commercial real estate loans. Commercial and industrial and commercial real estate loans are

assigned credit risk grades based on the Company’s assessment of conditions that affect the borrower’s ability to meet its contractual obligations under the loan agreement. That process includes reviewing borrowers’ current financial information, historical payment experience, credit documentation, public information and other information specific to each individual borrower. Upon review, the commercial loan credit risk grade is revised or reaffirmed. The credit risk grades may be changed at any time management feels an upgrade or downgrade may be warranted. The Company utilizes an external independent loan review firm that reviews and validates the credit risk program on at least an annual basis. Results of these reviews are presented to management and the board of directors. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

The global pandemic referred to as COVID-19 has created many barriers to loan production relative to the measures taken to slow the spread. These measures have put a large strain on a wide variety of industries within the global economy generally, and the Company’s market specifically. The overall economic impact and effect of the measures is yet to be fully understood as its effects will most likely lag timewise behind. Businesses and governments injected resources to help lessen the impact of the pandemic and the ultimate effect is uncertain until the government stimulus is fully utilized. Despite efforts to lessen the impact, it is the Company’s current belief that the pandemic will temporarily, or in some cases permanently, damage our borrower’s ability to repay loans and comply with terms.

Paycheck Protection Program Loans

The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and provided over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration (SBA) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (PPP).

As a qualified SBA lender, the Company was automatically authorized to originate PPP loans. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrowers’ PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP.

On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (Economic Aid Act) was enacted, extending the authority to make PPP loans through May 31, 2021, revising certain PPP requirements, and permitting second draw PPP loans. On March 11, 2021, the American Rescue Plan Act of 2021 (American Rescue Plan Act) was enacted expanding eligibility for first and second draw PPP loans and revising the exclusions from payroll costs for purposes of loan forgiveness.

As of September 30, 2021, the Company had 840 PPP loans outstanding totaling $66.8 million, including 148 loans totaling $13.4 million acquired from the Landmark merger, which represents a $65.3 million, or 49%, decrease from the 1,246 loans totaling $132.1 million as of December 31, 2020. From the beginning of the program through September 30, 2021, the Company received forgiveness or paydowns of $182.9 million, or 77%, of the original PPP loan balances of $236.3 million (excludes Landmark-acquired PPP loans) with $155.9 million occurring during the nine months ended September 30, 2021. During the three and nine months ended September 30, 2021, the Company recognized $1.4 million and $4.2 million in SBA fees from PPP loans, net of origination expenses, compared to $1.0 million and $1.8 million for the three and nine months ended September 30, 2020. Unearned fees attributed to PPP loans, net of $0.2 million in fees paid to referral sources as prescribed by the SBA under the PPP program, were $2.1 million as of September 30, 2021.

Acquired loans

Acquired loans are marked to fair value on the date of acquisition. For detailed information on calculating the fair value of acquired loans, see Footnote 9, “Acquisition.”

The carryover of allowance for loan losses related to acquired loans is prohibited as any credit losses in the loans are included in the determination of the fair value of the loans at the acquisition date. The allowance for loan losses on acquired loans reflects only those losses incurred after acquisition and represents the present value of cash flows expected at acquisition that is no longer expected to be collected.

The Company reported provisional fair value adjustments regarding the acquired Landmark loan portfolio. Therefore, the Company did not record an allowance on the acquired non-purchased credit impaired loans. In conjunction with the quarterly evaluation of the adequacy of the allowance for loan losses, the Company performs an analysis on acquired loans to determine whether there has been subsequent deterioration in relation to those loans. If deterioration has occurred, the Company will include these loans in the calculation of the allowance for loan losses after the initial valuation and provide reserves accordingly.

Upon acquisition, in accordance with U.S. GAAP, the Company has individually determined whether each acquired loan is within the scope of ASC 310-30 deemed as purchased credit impaired (PCI). As part of this process, the Company’s senior management and other relevant individuals reviewed the seller’s loan portfolio on a loan-by-loan basis to determine if any loans met the two-part definition of an impaired loan as defined by ASC 310-30: 1) Credit deterioration on the loan from its inception until the acquisition date, and 2) It is probable that not all contractual cash flows will be collected on the loan.

With regards to ASC 310-30 loans, for external disclosure purposes, the aggregate contractual cash flows less the aggregate expected cash flows result in a credit related non-accretable yield amount. The aggregate expected cash flows less the acquisition date fair value

result in an accretable yield amount. The accretable yield reflects the contractual cash flows management expects to collect above the loan's acquisition date fair value and will be recognized over the life of the loan on a level-yield basis as a component of interest income.

Over the life of the acquired ASC 310-30 loan, the Company continues to estimate cash flows expected to be collected. Decreases in expected cash flows, other than from prepayments or rate adjustments, are recognized as impairments through a charge to the provision for credit losses resulting in an increase in the allowance for credit losses. Subsequent improvements in cash flows result in first, reversal of existing valuation allowances recognized after acquisition, if any, and next, an increase in the amount of accretable yield to be subsequently recognized on a prospective basis over the loan’s remaining life.

Acquired ASC 310-30 loans that met the criteria for non-accrual of interest prior to acquisition are considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company can reasonably estimate the timing and amount of expected cash flows on such loans. Accordingly, the Company does not consider acquired contractually delinquent loans to be non-accruing and continues to recognize accretable yield on these loans which is recognized as interest income on a level yield method over the life of the loan.

Acquired ASC 310-20 loans, which are loans that did not meet the criteria above, were pooled into groups of similar loans based on various factors including borrower type, loan purpose, and collateral type. For these pools, the Company used certain loan information, including outstanding principal balance, estimated expected losses, weighted average maturity, weighted average margin, and weighted average interest rate along with estimated prepayment rates, expected lifetime losses, and environment factors to estimate the expected cash flow for each loan pool.

Within the ASC 310-20 loans, the Company identified certain loans that have higher risk. Although performing at the time of acquisition and likely will continue making payments in accordance with contractual terms, management elected a higher credit adjustment on these loans to reflect the greater inherent risk that the borrower will default on payments. Risk factors used to identify these loans included: loans that received COVID-19 related forbearance consistent with the regulatory guidance, loans that were in industries determined to be at greater risk to economic disruption due to COVID-19, loans that had a prior history of delinquency greater than 60 days at any point in the lifetime of the loan; loans with a Special Mention or Substandard risk rating; and/or loans borrowers in the Gasoline Station industry due to the environmental risk potential of these loans.

The following table provides changes in accretable yield for all acquired loans accounted for under ASC 310-30. Loans accounted for under ASC 310-20 are not included in this table.

For the nine months ended

(dollars in thousands)

September 30, 2021

September 30, 2020

Balance at beginning of period

$

563

$

-

Accretable yield on acquired loans

589

248

Reclassification from non-accretable difference

197

192

Accretion of accretable yield

(350)

(53)

Balance at end of period

$

999

$

387

The above table excludes the $275 thousand in non-accretable yield accreted to interest income for the nine months ended September 30, 2021 and $3 thousand in non-accretable yield accreted to interest income for the nine months ended September 30, 2020.

During the nine months ended September 30, 2021, management performed an analysis of all loans acquired from mergers, consistent with and applicable to ASC 310-30 (Purchased Credit Impaired loans – PCI). The accretable yield balance increased from $563 thousand at December 31, 2020 to $999 thousand at September 30, 2021. The $436 thousand increase resulted from $589 thousand in accretable yield on loans acquired from the Landmark merger during the third quarter of 2021; $197 thousand reclassified from non-accretable yield to accretable yield including $129 thousand from improved collateral values and $68 thousand from payments received on PCI in excess of estimates; and $350 thousand in accretable yield accreted to interest income due to contractual payments received during the nine months ended September 30, 2021.

Expected cash flows on acquired loans are estimated quarterly by incorporating several key assumptions. These key assumptions include probability of default and the number of actual prepayments after the acquisition date. Prepayments affect the estimated life of the loans and could change the amount of interest income, and possibly principal expected to be collected. In reforecasting future estimated cash flows, credit loss expectations are adjusted as necessary. Improved cash flow expectations for loans or pools are recorded first as a reversal of previously recorded impairment, if any, and then as an increase in prospective yield when all previously recorded impairment has been recaptured.


Non-accrual loans

Non-accrual loans, segregated by class, at September 30, 2021 and December 31, 2020, were as follows:

(dollars in thousands)

September 30, 2021

December 31, 2020

Commercial and industrial

$

259

$

590

Commercial real estate:

Non-owner occupied

601

846

Owner occupied

1,020

1,123

Consumer:

Home equity installment

27

61

Home equity line of credit

97

395

Auto loans

49

27

Residential:

Real estate

694

727

Total

$

2,747

$

3,769

The table above excludes $4.4 million and $1.3 million in purchased credit impaired loans, net of unamortized fair value adjustments as of September 30, 2021 and December 31, 2020, respectively.

The decision to place loans on non-accrual status is made on an individual basis after considering factors pertaining to each specific loan. C&I and CRE loans are placed on non-accrual status when management has determined that payment of all contractual principal and interest is in doubt or the loan is past due 90 days or more as to principal and interest, unless well-secured and in the process of collection. Consumer loans secured by real estate and residential mortgage loans are placed on non-accrual status at 90 days past due as to principal and interest and unsecured consumer loans are charged-off when the loan is 90 days or more past due as to principal and interest. The Company considers all non-accrual loans to be impaired loans.

Troubled Debt Restructuring (TDR)

A modification of a loan constitutes a TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession. The Company considers all TDRs to be impaired loans. The Company typically considers the following concessions when modifying a loan, which may include lowering interest rates below the market rate, temporary interest-only payment periods, term extensions at interest rates lower than the current market rate for new debt with similar risk and/or converting revolving credit lines to term loans. The Company typically does not forgive principal when granting a TDR modification.

Consistent with Section 4013 and the Revised Statement of Section 4013 of the CARES Act, specifically “Temporary Relief From Troubled Debt Restructurings”, the Company approved requests by borrowers to modify loan terms and defer principal and/or interest payment for loans. U.S. GAAP permits the suspension of TDR determination defined under ASC 310-40 provided that such modifications are made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief. This includes short-term (i.e. six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current for purposes of Section 4013 are those that are less than 30 days past due on their contractual payments at the time the modification program is implemented.

Beginning the week of March 16, 2020, the Company began receiving requests for temporary modifications to the repayment structure for borrower loans. Modification terms included interest only or full payment deferral for up to 6 months. As of September 30, 2021, the Company had no temporary modifications outstanding compared to 10 temporary modifications with principal balances totaling $2.2 million as of December 31, 2020.

The following presents by class, information related to loans modified in a TDR:

Loans modified as TDRs for the three months ended:

(dollars in thousands)

September 30, 2021

September 30, 2020

Recorded

Increase in

Recorded

Increase in

Number

investment

allowance

Number

investment

allowance

of

(as of

(as of

of

(as of

(as of

contracts

period end)

period end)

contracts

period end)

period end)

Commercial real estate - non-owner occupied

-

$

-

$

-

2

$

1,600

$

475

Total

-

$

-

$

-

2

$

1,600

$

475


Loans modified as TDRs for the nine months ended:

(dollars in thousands)

September 30, 2021

September 30, 2020

Recorded

Increase in

Recorded

Increase in

Number

investment

allowance

Number

investment

allowance

of

(as of

(as of

of

(as of

(as of

contracts

period end)

period end)

contracts

period end)

period end)

Commercial real estate - non-owner occupied

-

$

-

$

-

2

$

1,600

$

475

Total

-

$

-

$

-

2

$

1,600

$

475

In the above tables, the period end balance is inclusive of all partial pay downs and charge-offs since the modification date. For all loans modified in a TDR, the pre-modification recorded investment was the same as the post-modification recorded investment.

Of the TDRs outstanding as of September 30, 2021 and 2020, when modified, the concessions granted consisted of temporary interest-only payments, extensions of maturity date, or a reduction in the rate of interest to a below-market rate for a contractual period of time. Other than the TDRs that were placed on non-accrual status, the TDRs were performing in accordance with their modified terms.

Loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a TDR subsequently default, the Company evaluates the loan for possible further impairment. There were no loans modified as a TDR within the previous twelve months that subsequently defaulted (i.e. 90 days or more past due following a modification) during the three and nine months ended September 30, 2021 and 2020.

The allowance for loan losses (allowance) may be increased, adjustments may be made in the allocation of the allowance or partial charge-offs may be taken to further write-down the carrying value of the loan. An allowance for impaired loans that have been modified in a TDR is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the loan’s observable market price. If the loan is collateral dependent, the estimated fair value of the collateral is used to establish the allowance.

As of September 30, 2021 and 2020, the balance of outstanding TDRs was $3.0 million. As of September 30, 2021 and 2020, the allowance for impaired loans that have been modified in a TDR was $0.5 million and $0.6 million, respectively.

Past due loans

Loans are considered past due when the contractual principal and/or interest is not received by the due date. For loans reported 30-59 days past due, certain categories of loans are reported past due as and when the loan is in arrears for two payments or billing cycles. An aging analysis of past due loans, segregated by class of loans, as of the period indicated is as follows (dollars in thousands):

Recorded

Past due

investment past

30 - 59 Days

60 - 89 Days

90 days

Total

Total

due ≥ 90 days

September 30, 2021

past due

past due

or more (1)

past due

Current

loans (3)

and accruing

Commercial and industrial

$

19 

$

-

$

259 

$

278 

$

263,892 

$

264,170 

$

-

Commercial real estate:

Non-owner occupied

-

61 

601 

662 

305,875 

306,537 

-

Owner occupied

224 

-

1,020 

1,244 

246,319 

247,563 

-

Construction

-

-

-

-

12,081 

12,081 

-

Consumer:

Home equity installment

70 

-

27 

97 

47,234 

47,331 

-

Home equity line of credit

74 

-

97 

171 

53,576 

53,747 

-

Auto loans

458 

54 

160 

672 

120,408 

121,080 

111 

Direct finance leases

110 

7 

-

117 

22,232 

22,349 

(2)

-

Other

9 

-

1 

10 

7,691 

7,701 

1 

Residential:

Real estate

-

-

694 

694 

271,066 

271,760 

-

Construction

-

-

-

-

34,519 

34,519 

-

Total

$

964 

$

122 

$

2,859 

$

3,945 

$

1,384,893 

$

1,388,838 

$

112 

(1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.3 million. (3) Includes net deferred loan costs of $1.9 million.


Recorded

Past due

investment past

30 - 59 Days

60 - 89 Days

90 days

Total

Total

due ≥ 90 days

December 31, 2020

past due

past due

or more (1)

past due

Current

loans (3)

and accruing

Commercial and industrial

$

288 

505 

590 

1,383 

279,374 

280,757 

-

Commercial real estate:

Non-owner occupied

79 

-

846 

925 

191,218 

192,143 

-

Owner occupied

1 

-

1,123 

1,124 

178,799 

179,923 

-

Construction

-

-

-

-

10,231 

10,231 

-

Consumer:

Home equity installment

102 

-

61 

163 

39,984 

40,147 

-

Home equity line of credit

24 

-

395 

419 

49,306 

49,725 

-

Auto loans

197 

25 

27 

249 

98,137 

98,386 

-

Direct finance leases

294 

-

61 

355 

18,581 

18,936 

(2)

61 

Other

9 

-

-

9 

7,593 

7,602 

-

Residential:

Real estate

-

74 

727 

801 

217,644 

218,445 

-

Construction

-

-

-

-

23,357 

23,357 

-

Total

$

994 

$

604 

$

3,830 

$

5,428 

$

1,114,224 

$

1,119,652 

$

61 

(1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.2 million. (3) Includes net deferred loan costs of $1.7 million.

Impaired loans

Impaired loans, segregated by class, as of the period indicated are detailed below:

Recorded

Recorded

Unpaid

investment

investment

Total

principal

with

with no

recorded

Related

(dollars in thousands)

balance

allowance

allowance

investment

allowance

September 30, 2021

Commercial and industrial

$

422 

$

19 

$

240 

$

259 

$

19 

Commercial real estate:

Non-owner occupied

2,595 

1,676 

920 

2,596 

470 

Owner occupied

1,904 

1,438 

66 

1,504 

387 

Consumer:

Home equity installment

60 

-

27 

27 

-

Home equity line of credit

137 

-

97 

97 

-

Auto loans

66 

11 

38 

49 

5 

Residential:

Real estate

741 

550 

144 

694 

89 

Total

$

5,925 

$

3,694 

$

1,532 

$

5,226 

$

970 

Recorded

Recorded

Unpaid

investment

investment

Total

principal

with

with no

recorded

Related

(dollars in thousands)

balance

allowance

allowance

investment

allowance

December 31, 2020

Commercial and industrial

$

688 

$

549 

$

41 

$

590 

$

213 

Commercial real estate:

Non-owner occupied

2,960 

1,677 

1,171 

2,848 

481 

Owner occupied

2,058 

1,219 

473 

1,692 

309 

Consumer:

Home equity installment

106 

-

61 

61 

-

Home equity line of credit

443 

105 

290 

395 

48 

Auto loans

50 

27 

-

27 

4 

Residential:

Real estate

774 

559 

168 

727 

151 

Total

$

7,079 

$

4,136 

$

2,204 

$

6,340 

$

1,206 

At September 30, 2021, impaired loans totaled $5.2 million consisting of $2.5 million in accruing TDRs and $2.7 million in non-accrual loans. At December 31, 2020, impaired loans totaled $6.3 million consisting of $2.5 million in accruing TDRs and $3.8 million in non-accrual loans. As of September 30, 2021, the non-accrual loans included three TDRs to two unrelated borrowers totaling $0.6 million compared with four TDRs to three unrelated borrowers totaling $0.7 million as of December 31, 2020.

A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect the payments in accordance with the contractual terms of the loan. Factors considered in determining impairment include payment status, collateral value, and the probability of collecting payments when due. The significance of payment delays and/or shortfalls is determined on a case-by-case basis. All circumstances surrounding the loan are considered. Such factors include the length of the delinquency, the underlying reasons and the borrower’s prior payment record. Impairment is measured on these loans on a loan-by-loan basis. Impaired loans include non-accrual loans, TDRs and other loans deemed to be impaired based on the aforementioned factors.

The following table presents the average recorded investments in impaired loans and related amount of interest income recognized during the periods indicated below. The average balances are calculated based on the quarter-end balances of impaired loans. Payments received from non-accruing impaired loans are first applied against the outstanding principal balance, then to the recovery of any charged-off amounts. Any excess is treated as a recovery of interest income. Payments received from accruing impaired loans are applied to principal and interest, as contractually agreed upon.

For the nine months ended

September 30, 2021

September 30, 2020

Cash basis

Cash basis

Average

Interest

interest

Average

Interest

interest

recorded

income

income

recorded

income

income

(dollars in thousands)

investment

recognized

recognized

investment

recognized

recognized

Commercial and industrial

$

433 

$

3 

$

-

$

327 

$

1 

$

-

Commercial real estate:

Non-owner occupied

2,838 

133 

-

1,531 

18 

-

Owner occupied

1,711 

27 

-

1,984 

42 

-

Construction

-

-

-

-

-

-

Consumer:

Home equity installment

35 

4 

-

50 

-

-

Home equity line of credit

268 

20 

-

341 

-

-

Auto loans

30 

-

-

60 

2 

-

Direct finance leases

-

-

-

-

-

-

Other

-

-

-

-

-

-

Residential:

Real estate

717 

-

-

886 

-

-

Construction

-

-

-

-

-

-

Total

$

6,032 

$

187 

$

-

$

5,179 

$

63 

$

-


For the three months ended

September 30, 2021

September 30, 2020

Cash basis

Cash basis

Average

Interest

interest

Average

Interest

interest

recorded

income

income

recorded

income

income

(dollars in thousands)

investment

recognized

recognized

investment

recognized

recognized

Commercial and industrial

$

325 

$

-

$

-

$

392 

$

1 

$

-

Commercial real estate:

Non-owner occupied

2,676 

73 

-

2,545 

6 

-

Owner occupied

1,555 

7 

-

1,742 

9 

-

Construction

-

-

-

-

-

-

Consumer:

Home equity installment

27 

-

-

40 

-

-

Home equity line of credit

114 

-

-

405 

-

-

Auto loans

44 

-

-

60 

2 

-

Direct finance leases

-

-

 

-

-

-

Other

-

-

-

-

-

-

Residential:

Real estate

699 

-

-

699 

-

-

Construction

-

-

-

-

-

-

Total

$

5,440 

$

80 

$

-

$

5,883 

$

18 

$

-

Credit Quality Indicators

Commercial and industrial and commercial real estate

The Company utilizes a loan grading system and assigns a credit risk grade to its loans in the C&I and CRE portfolios. The grading system provides a means to measure portfolio quality and aids in the monitoring of the credit quality of the overall loan portfolio. The credit risk grades are arrived at using a risk rating matrix to assign a grade to each of the loans in the C&I and CRE portfolios.

The following is a description of each risk rating category the Company uses to classify each of its C&I and CRE loans:

Pass

Loans in this category have an acceptable level of risk and are graded in a range of one to five. Secured loans generally have good collateral coverage. Current financial statements reflect acceptable balance sheet ratios, sales and earnings trends. Management is competent, and a reasonable succession plan is evident. Payment experience on the loans has been good with minor or no delinquency experience. Loans with a grade of one are of the highest quality in the range. Those graded five are of marginally acceptable quality.

Special Mention

Loans in this category are graded a six and may be protected but are potentially weak. They constitute a credit risk to the Company but have not yet reached the point of adverse classification. Some of the following conditions may exist: little or no collateral coverage; lack of current financial information; delinquency problems; highly leveraged; available financial information reflects poor balance sheet ratios and profit and loss statements reflect uncertain trends; and document exceptions. Cash flow may not be sufficient to support total debt service requirements.

Substandard

Loans in this category are graded a seven and have a well-defined weakness which may jeopardize the ultimate collectability of the debt. The collateral pledged may be lacking in quality or quantity. Financial statements may indicate insufficient cash flow to service the debt; and/or do not reflect a sound net worth. The payment history indicates chronic delinquency problems. Management is weak. There is a distinct possibility that the Company may sustain a loss. All loans on non-accrual are rated substandard. Other loans that are included in the substandard category can be accruing, as well as loans that are current or past due. Loans 90 days or more past due, unless otherwise fully supported, are classified substandard. Also, borrowers that are bankrupt or have loans categorized as TDRs can be graded substandard.

Doubtful

Loans in this category are graded an eight and have a better than 50% possibility of the Company sustaining a loss, but the loss cannot be determined because of specific reasonable factors which may strengthen credit in the near-term. Many of the weaknesses present in a substandard loan exist. Liquidation of collateral, if any, is likely. Any loan graded lower than an eight is considered to be uncollectible and charged-off.


Consumer and residential

The consumer and residential loan segments are regarded as homogeneous loan pools and as such are not risk rated. For these portfolios, the Company utilizes payment activity and history in assessing performance. Non-performing loans are comprised of non-accrual loans and loans past due 90 days or more and accruing. All loans not classified as non-performing are considered performing.

The following table presents loans including $1.9 million and $1.7 million of deferred costs, segregated by class, categorized into the appropriate credit quality indicator category as of September 30, 2021 and December 31, 2020, respectively:

Commercial credit exposure

Credit risk profile by creditworthiness category

September 30, 2021

(dollars in thousands)

Pass

Special mention

Substandard

Doubtful

Total

Commercial and industrial

$

260,216 

$

767 

$

3,187 

$

-

$

264,170 

Commercial real estate - non-owner occupied

285,455 

14,939 

6,143 

-

306,537 

Commercial real estate - owner occupied

224,147 

7,223 

16,193 

-

247,563 

Commercial real estate - construction

12,081 

-

-

-

12,081 

Total commercial

$

781,899 

$

22,929 

$

25,523 

$

-

$

830,351 

Consumer & Mortgage lending credit exposure

Credit risk profile based on payment activity

September 30, 2021

(dollars in thousands)

Performing

Non-performing

Total

Consumer

Home equity installment

$

47,304 

$

27 

$

47,331 

Home equity line of credit

53,650 

97 

53,747 

Auto loans

120,920 

160 

121,080 

Direct finance leases (1)

22,349 

-

22,349 

Other

7,700 

1 

7,701 

Total consumer

251,923 

285 

252,208 

Residential

Real estate

271,066 

694 

271,760 

Construction

34,519 

-

34,519 

Total residential

305,585 

694 

306,279 

Total consumer & residential

$

557,508 

$

979 

$

558,487 

(1)Net of unearned lease revenue of $1.3 million.

Commercial credit exposure

Credit risk profile by creditworthiness category

December 31, 2020

(dollars in thousands)

Pass

Special mention

Substandard

Doubtful

Total

Commercial and industrial

$

272,889 

$

4,162 

$

3,706 

$

-

$

280,757 

Commercial real estate - non-owner occupied

179,311 

6,445 

6,387 

-

192,143 

Commercial real estate - owner occupied

167,873 

3,241 

8,809 

-

179,923 

Commercial real estate - construction

8,635 

1,233 

363 

-

10,231 

Total commercial

$

628,708 

$

15,081 

$

19,265 

$

-

$

663,054 


Consumer & Mortgage lending credit exposure

Credit risk profile based on payment activity

December 31, 2020

(dollars in thousands)

Performing

Non-performing

Total

Consumer

Home equity installment

$

40,086 

$

61 

$

40,147 

Home equity line of credit

49,330 

395 

49,725 

Auto loans

98,359 

27 

98,386 

Direct finance leases (2)

18,875 

61 

18,936 

Other

7,602 

-

7,602 

Total consumer

214,252 

544 

214,796 

Residential

Real estate

217,718 

727 

218,445 

Construction

23,357 

-

23,357 

Total residential

241,075 

727 

241,802 

Total consumer & residential

$

455,327 

$

1,271 

$

456,598 

(2)Net of unearned lease revenue of $1.2 million.

Allowance for loan losses

Management continually evaluates the credit quality of the Company’s loan portfolio and performs a formal review of the adequacy of the allowance on a quarterly basis. The allowance reflects management’s best estimate of the amount of credit losses in the loan portfolio. Management’s judgment is based on the evaluation of individual loans, experience, the assessment of current economic conditions and other relevant factors including the amounts and timing of cash flows expected to be received on impaired loans. Those estimates may be susceptible to significant change. Loan losses are charged directly against the allowance when loans are deemed to be uncollectible. Recoveries from previously charged-off loans are added to the allowance when received.

Management applies two primary components during the loan review process to determine proper allowance levels. The two components are a specific loan loss allocation for loans that are deemed impaired and a general loan loss allocation for those loans not specifically allocated. The methodology to analyze the adequacy of the allowance for loan losses is as follows:

identification of specific impaired loans by loan category;

identification of specific loans that are not impaired, but have an identified potential for loss;

calculation of specific allowances where required for the impaired loans based on collateral and other objective and quantifiable evidence;

determination of loans with similar credit characteristics within each class of the loan portfolio segment and eliminating the impaired loans;

application of historical loss percentages (trailing twelve-quarter average) to pools to determine the allowance allocation;

application of qualitative factor adjustment percentages to historical losses for trends or changes in the loan portfolio.

Qualitative factor adjustments include:

olevels of and trends in delinquencies and non-accrual loans;

olevels of and trends in charge-offs and recoveries;

otrends in volume and terms of loans;

ochanges in risk selection and underwriting standards;

ochanges in lending policies and legal and regulatory requirements;

oexperience, ability and depth of lending management;

onational and local economic trends and conditions; and

ochanges in credit concentrations.

Allocation of the allowance for different categories of loans is based on the methodology as explained above. A key element of the methodology to determine the allowance is the Company’s credit risk evaluation process, which includes credit risk grading of individual C&I and CRE loans. C&I and CRE loans are assigned credit risk grades based on the Company’s assessment of conditions that affect the borrower’s ability to meet its contractual obligations under the loan agreement. That process includes reviewing borrowers’ current financial information, historical payment experience, credit documentation, public information and other information specific to each individual borrower. Upon review, the commercial loan credit risk grade is revised or reaffirmed. The credit risk grades may be changed at any time management feels an upgrade or downgrade may be warranted. The credit risk grades for the C&I and CRE loan portfolios are considered in the reserve methodology and loss factors are applied based upon the credit risk grades. The loss factors applied are based upon the Company’s historical experience as well as what we believe to be best practices and common industry standards. Historical experience reveals there is a direct correlation between the credit risk grades and loan charge-offs. The changes in allocations in the C&I and CRE loan portfolio from period to period are based upon the credit risk grading system and from periodic reviews of the loan portfolio. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies.

Each quarter, management performs an assessment of the allowance. The Company’s Special Assets Committee meets quarterly, and the applicable lenders discuss each relationship under review and reach a consensus on the appropriate estimated loss amount, if applicable, based on current accounting guidance. The Special Assets Committee’s focus is on ensuring the pertinent facts are considered regarding not only loans considered for specific reserves, but also the collectability of loans that may be past due in payment. The assessment process also includes the review of all loans on a non-accruing basis as well as a review of certain loans to which the lenders or the Company’s Credit Administration function have assigned a criticized or classified risk rating.

The Company’s policy is to charge-off unsecured consumer loans when they become 90 days or more past due as to principal and interest. In the other portfolio segments, amounts are charged-off at the point in time when the Company deems the balance, or a portion thereof, to be uncollectible.

Information related to the change in the allowance and the Company’s recorded investment in loans by portfolio segment as of the period indicated is as follows:

As of and for the nine months ended September 30, 2021

Commercial &

Commercial

Residential

(dollars in thousands)

industrial

real estate

Consumer

real estate

Unallocated

Total

Allowance for Loan Losses:

Beginning balance

$

2,407 

$

6,383 

$

2,552 

$

2,781 

$

79 

$

14,202 

Charge-offs

(120)

(209)

(110)

(43)

-

(482)

Recoveries

20 

241 

70 

-

-

331 

Provision

134 

870 

(66)

275 

337 

1,550 

Ending balance

$

2,441 

$

7,285 

$

2,446 

$

3,013 

$

416 

$

15,601 

Ending balance: individually evaluated for impairment

$

19 

$

857 

$

5 

$

89 

$

-

$

970 

Ending balance: collectively evaluated for impairment

$

2,422 

$

6,428 

$

2,441 

$

2,924 

$

416 

$

14,631 

Loans Receivables:

Ending balance (2)

$

264,170 

$

566,181 

$

252,208 

(1)

$

306,279 

$

-

$

1,388,838 

Ending balance: individually evaluated for impairment

$

259 

$

4,100 

$

173 

$

694 

$

-

$

5,226 

Ending balance: collectively evaluated for impairment

$

263,911 

$

562,081 

$

252,035 

$

305,585 

$

-

$

1,383,612 

(1) Net of unearned lease revenue of $1.3 million. (2) Includes $1.9 million of net deferred loan costs.

As of and for the three months ended September 30, 2021

Commercial &

Commercial

Residential

(dollars in thousands)

industrial

real estate

Consumer

real estate

Unallocated

Total

Allowance for Loan Losses:

Beginning balance

$

2,324 

$

7,228 

$

2,497 

$

3,070 

$

126 

$

15,245 

Charge-offs

(14)

(77)

(28)

-

-

(119)

Recoveries

5 

6 

14 

-

-

25 

Provision

126 

128 

(37)

(57)

290 

450 

Ending balance

$

2,441 

$

7,285 

$

2,446 

$

3,013 

$

416 

$

15,601 


As of and for the year ended December 31, 2020

Commercial &

Commercial

Residential

(dollars in thousands)

industrial

real estate

Consumer

real estate

Unallocated

Total

Allowance for Loan Losses:

Beginning balance

$

1,484 

$

3,933 

$

2,013 

$

2,278 

$

39 

$

9,747 

Charge-offs

(372)

(465)

(296)

(35)

-

(1,168)

Recoveries

26 

30 

120 

197 

-

373 

Provision

1,269 

2,885 

715 

341 

40 

5,250 

Ending balance

$

2,407 

$

6,383 

$

2,552 

$

2,781 

$

79 

$

14,202 

Ending balance: individually evaluated for impairment

$

213 

$

790 

$

52 

$

151 

$

-

$

1,206 

Ending balance: collectively evaluated for impairment

$

2,194 

$

5,593 

$

2,500 

$

2,630 

$

79 

$

12,996 

Loans Receivables:

Ending balance (2)

$

280,757 

$

382,297 

$

214,796 

(1)

$

241,802 

$

-

$

1,119,652 

Ending balance: individually evaluated for impairment

$

590 

$

4,540 

$

483 

$

727 

$

-

$

6,340 

Ending balance: collectively evaluated for impairment

$

280,167 

$

377,757 

$

214,313 

$

241,075 

$

-

$

1,113,312 

(1) Net of unearned lease revenue of $1.2 million. (2) Includes $1.7 million of net deferred loan costs.

As of and for the nine months ended September 30, 2020

Commercial &

Commercial

Residential

(dollars in thousands)

industrial

real estate

Consumer

real estate

Unallocated

Total

Allowance for Loan Losses:

Beginning balance

$

1,484 

$

3,933 

$

2,013 

$

2,278 

$

39 

$

9,747 

Charge-offs

(265)

(410)

(184)

(35)

-

(894)

Recoveries

24 

22 

93 

192 

-

331 

Provision

605 

2,298 

350 

435 

12 

3,700 

Ending balance

$

1,848 

$

5,843 

$

2,272 

$

2,870 

$

51 

$

12,884 

As of and for the three months ended September 30, 2020

Commercial &

Commercial

Residential

(dollars in thousands)

industrial

real estate

Consumer

real estate

Unallocated

Total

Allowance for Loan Losses:

Beginning balance

$

1,467 

$

5,346 

$

2,146 

$

2,688 

$

24 

$

11,671 

Charge-offs

(5)

(246)

(69)

(4)

-

(324)

Recoveries

6 

19 

12 

-

-

37 

Provision

380 

724 

183 

186 

27 

1,500 

Ending balance

$

1,848 

$

5,843 

$

2,272 

$

2,870 

$

51 

$

12,884 

Direct finance leases

On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), and subsequent related updates to revise the accounting for leases. Lessor accounting was largely unchanged as a result of the standard. Additional disclosures required under the standard are included in this section and in Footnote 12, “Leases”.

The Company originates direct finance leases through two automobile dealerships. The carrying amount of the Company’s lease receivables, net of unearned income, was $7.2 million and $6.0 million as of September 30, 2021 and December 31, 2020, respectively. The residual value of the direct finance leases is fully guaranteed by the dealerships. Residual values amounted to $15.1 million and $12.9 million at September 30, 2021 and December 31, 2020, respectively, and are included in the carrying value of direct finance leases.


The undiscounted cash flows to be received on an annual basis for the direct finance leases are as follows:

(dollars in thousands)

Amount

2021

$

1,656

2022

7,136

2023

5,933

2024

7,725

2025

1,117

2026 and thereafter

94

Total future minimum lease payments receivable

23,661

Less: Unearned income

(1,312)

Undiscounted cash flows to be received

$

22,349

6. Earnings per share

Basic earnings per share (EPS) is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed in the same manner as basic EPS but also reflects the potential dilution that could occur from the grant of stock-based compensation awards. The Company maintains two active share-based compensation plans that may generate additional potentially dilutive common shares. For granted and unexercised stock-settled stock appreciation rights (SSARs), dilution would occur if Company-issued SSARs were exercised and converted into common stock. As of the three and nine months ended September 30, 2021, there were 26,346 and 29,378 potentially dilutive shares related to issued and unexercised SSARs compared to 23,638 and 23,637 for the same 2020 periods, respectively. For restricted stock, dilution would occur from the Company’s previously granted but unvested shares. There were 12,515 and 11,345 potentially dilutive shares related to unvested restricted share grants as of the three and nine months ended September 30, 2021 compared to 4,981 and 3,435 for the same 2020 periods, respectively.

In the computation of diluted EPS, the Company uses the treasury stock method to determine the dilutive effect of its granted but unexercised stock options and SSARs and unvested restricted stock. Under the treasury stock method, the assumed proceeds, as defined, received from shares issued in a hypothetical stock option exercise or restricted stock grant, are assumed to be used to purchase treasury stock. Proceeds include amounts received from the exercise of outstanding stock options and compensation cost for future service that the Company has not yet recognized in earnings. The Company does not consider awards from share-based grants in the computation of basic EPS.

The following table illustrates the data used in computing basic and diluted EPS for the periods indicated:

Three months ended September 30,

Nine months ended September 30,

2021

2020

2021

2020

(dollars in thousands except per share data)

Basic EPS:

Net income available to common shareholders

$

4,859

$

4,977

$

16,222

$

7,862

Weighted-average common shares outstanding

5,643,897

4,977,750

5,212,500

4,454,762

Basic EPS

$

0.86

$

1.00

$

3.11

$

1.76

Diluted EPS:

Net income available to common shareholders

$

4,859

$

4,977

$

16,222

$

7,862

Weighted-average common shares outstanding

5,643,897

4,977,750

5,212,500

4,454,762

Potentially dilutive common shares

38,861

28,619

40,723

27,072

Weighted-average common and potentially dilutive shares outstanding

5,682,758

5,006,369

5,253,223

4,481,834

Diluted EPS

$

0.85

$

0.99

$

3.09

$

1.75

7. Stock plans

The Company has two stock-based compensation plans (the stock compensation plans) from which it can grant stock-based compensation awards and applies the fair value method of accounting for stock-based compensation provided under current accounting guidance. The guidelines require the cost of share-based payment transactions (including those with employees and non-employees) be recognized in the financial statements. The Company’s stock compensation plans were shareholder-approved and permit the grant of share-based compensation awards to its employees and directors. The Company believes that the stock-based compensation plans will advance the development, growth and financial condition of the Company by providing incentives through participation in the appreciation in the value of the Company’s common stock. In return, the Company hopes to secure, retain and

motivate the employees and directors who are responsible for the operation and the management of the affairs of the Company by aligning the interest of its employees and directors with the interest of its shareholders. In the stock compensation plans, employees and directors are eligible to be awarded stock-based compensation grants which can consist of stock options (qualified and non-qualified), stock appreciation rights (SARs) and restricted stock.

At the 2012 annual shareholders’ meeting, the Company’s shareholders approved and the Company adopted the 2012 Omnibus Stock Incentive Plan and the 2012 Director Stock Incentive Plan (collectively, the 2012 stock incentive plans). Unless terminated by the Company’s board of directors, the 2012 stock incentive plans will expire on and no stock-based awards shall be granted after the year 2022.

In each of the 2012 stock incentive plans, the Company has reserved 750,000 shares of its no-par common stock for future issuance. The Company recognizes share-based compensation expense over the requisite service or vesting period. During 2015, the Company created a Long-Term Incentive Plan (LTIP) that awarded restricted stock and stock-settled stock appreciation rights (SSARs) to senior officers based on the attainment of performance goals. The service requirement was the participant’s continued employment throughout the LTIP with a three year vesting period. Under this plan, the restricted stock had a two year post vesting holding period requirement. The SSAR awards have a ten year term from the date of each grant.

During the first quarter of 2021, the Company approved a 1-year LTIP and awarded restricted stock to senior officers and managers in February and March 2021 based on 2020 performance.

During the first quarter of 2020, the Company approved a 1-year LTIP and awarded restricted stock to senior officers and managers in February and March 2020 based on 2019 performance.

The following table summarizes the weighted-average fair value and vesting of restricted stock grants awarded during the periods ended September 30, 2021 and 2020 under the 2012 stock incentive plans:

September 30, 2021

September 30, 2020

Weighted-

Weighted-

Shares

average grant

Shares

average grant

granted

date fair value

granted

date fair value

Director plan

12,500

(2)

$

52.00

6,000

(2)

$

56.63

Omnibus plan

13,552

(3)

52.00

11,761

(3)

55.06

Omnibus plan

50

(1)

58.17

50

(1)

57.62

Omnibus plan

36

(3)

58.17

500

(2)

34.02

Omnibus plan

476

(2)

52.62

-

-

Total

26,614

$

52.03

18,311

$

55.00

(1) Vest after 1 year (2) Vest after 3 years – 33% each year (3) Vest fully after 3 years

The fair value of the shares granted in 2021 was calculated using the grant date stock price.

A summary of the status of the Company’s non-vested restricted stock as of and changes during the period indicated are presented in the following table:

2012 Stock incentive plans

Director

Omnibus

Total

Weighted- average grant date fair value

Non-vested balance at December 31, 2020

9,402

20,675

30,077

$

53.36

Granted

12,500

14,114

26,614

52.03

Forfeited

-

(439)

(439)

52.66

Vested

(6,982)

(6,227)

(13,209)

51.23

Non-vested balance at September 30, 2021

14,920

28,123

43,043

$

53.20


A summary of the status of the Company’s SSARs as of and changes during the period indicated are presented in the following table:

Awards

Weighted-average grant date fair value

Weighted-average remaining contractual term (years)

Outstanding December 31, 2020

97,264

$

9.47

6.5

Granted

-

Exercised

(2,932)

3.48

Forfeited

-

Outstanding September 30, 2021

94,332

$

9.66

5.8

Of the SSARs outstanding at September 30, 2021, 90,639 vested and were exercisable. SSARs vest over a three year period – 33% per year.

During the first quarter of 2021, there were 2,932 SSARs exercised. The intrinsic value recorded for these SSARs was $10,190. The tax deduction realized from the exercise of these SSARs was $125,810 resulting in a tax benefit of $26,420. There were no SSARs exercised during 2020.

Share-based compensation expense is included as a component of salaries and employee benefits in the consolidated statements of income. The following tables illustrate stock-based compensation expense recognized on non-vested equity awards during the three and nine months ended September 30, 2021 and 2020 and the unrecognized stock-based compensation expense as of September 30, 2021:

Three months ended September 30,

Nine months ended September 30,

(dollars in thousands)

2021

2020

2021

2020

Stock-based compensation expense:

Director stock incentive plan

$

170

$

66

$

339

$

367

Omnibus stock incentive plan

163

191

477

550

Employee stock purchase plan

-

-

44

27

Total stock-based compensation expense

$

333

$

257

$

860

$

944

In addition, during the nine months ended September 30, 2021, the Company reversed accruals of ($10 thousand) in stock-based compensation expense for restricted stock and SSARs awarded under the Omnibus Plan. During the three and nine months ended September 30, 2020, the Company reversed accruals of ($30 thousand) and ($93 thousand) in stock-based compensation expense for restricted stock and SSARs awarded under the Omnibus Plan.

As of

(dollars in thousands)

September 30, 2021

Unrecognized stock-based compensation expense:

Director plan

$

581

Omnibus plan

944

Total unrecognized stock-based compensation expense

$

1,525

The unrecognized stock-based compensation expense as of September 30, 2021 will be recognized ratably over the periods ended February 2024 and July 2024 for the Director Plan and the Omnibus Plan, respectively.

In addition to the 2012 stock incentive plans, the Company established the 2002 Employee Stock Purchase Plan (the ESPP) and reserved 165,000 shares of its un-issued capital stock for issuance under the plan. The ESPP was designed to promote broad-based employee ownership of the Company’s stock and to motivate employees to improve job performance and enhance the financial results of the Company. Under the ESPP, participation is voluntary whereby employees use automatic payroll withholdings to purchase the Company’s capital stock at a discounted price based on the fair market value of the capital stock as measured on either the commencement or termination dates, as defined. As of September 30, 2021, 89,642 shares have been issued under the ESPP. The ESPP is considered a compensatory plan and is required to comply with the provisions of current accounting guidance. The Company recognizes compensation expense on its ESPP on the date the shares are purchased, and it is included as a component of salaries and employee benefits in the consolidated statements of income.

8. Fair value measurements

The accounting guidelines establish a framework for measuring and disclosing information about fair value measurements. The guidelines of fair value reporting instituted a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs are quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument;

Level 3 - inputs are unobservable and are based on the Company’s own assumptions to measure assets and liabilities at fair value.

Level 3 pricing for securities may also include unobservable inputs based upon broker-traded transactions.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The Company uses fair value to measure certain assets and, if necessary, liabilities on a recurring basis when fair value is the primary measure for accounting. Thus, the Company uses fair value for AFS securities. Fair value is used on a non-recurring basis to measure certain assets when adjusting carrying values to market values, such as impaired loans, other real estate owned (ORE) and other repossessed assets.

The following table represents the carrying amount and estimated fair value of the Company’s financial instruments as of the periods indicated:

September 30, 2021

Quoted prices

Significant

Significant

in active

other

other

Carrying

Estimated

markets

observable inputs

unobservable inputs

(dollars in thousands)

amount

fair value

(Level 1)

(Level 2)

(Level 3)

Financial assets:

Cash and cash equivalents

$

167,386 

$

167,386 

$

167,386 

$

-

$

-

Available-for-sale debt securities

686,926 

686,926 

-

686,926 

-

Restricted investments in bank stock

3,321 

3,321 

-

3,321 

-

Loans and leases, net

1,373,237 

1,392,879 

-

-

1,392,879 

Loans held-for-sale

47,159 

48,227 

-

48,227 

-

Accrued interest receivable

7,178 

7,178 

-

7,178 

-

Financial liabilities:

Deposits with no stated maturities

2,014,501 

2,014,501 

-

2,014,501 

-

Time deposits

148,949 

148,872 

-

148,872 

-

Secured borrowings

16,885 

16,885 

-

-

16,885 

Accrued interest payable

175 

175 

-

175 

-

December 31, 2020

Quoted prices

Significant

Significant

in active

other

other

Carrying

Estimated

markets

observable inputs

unobservable inputs

(dollars in thousands)

amount

fair value

(Level 1)

(Level 2)

(Level 3)

Financial assets:

Cash and cash equivalents

$

69,346 

$

69,346 

$

69,346 

$

-

$

-

Available-for-sale debt securities

392,420 

392,420 

-

392,420 

-

Restricted investments in bank stock

2,813 

2,813 

-

2,813 

-

Loans and leases, net

1,105,450 

1,116,711 

-

-

1,116,711 

Loans held-for-sale

29,786 

30,858 

-

30,858 

-

Accrued interest receivable

5,712 

5,712 

-

5,712 

-

Financial liabilities:

Deposits with no stated maturities

1,381,722 

1,381,722 

-

1,381,722 

-

Time deposits

127,783 

128,200 

-

128,200 

-

FHLB advances

5,000 

5,348 

-

5,348 

-

Accrued interest payable

337 

337 

-

337 

-

The carrying value of short-term financial instruments, as listed below, approximates their fair value. These instruments generally have limited credit exposure, no stated or short-term maturities, carry interest rates that approximate market and generally are recorded at amounts that are payable on demand:

Cash and cash equivalents;

Non-interest bearing deposit accounts;

Savings, interest-bearing checking and money market accounts and

Short-term borrowings.

Securities: Fair values on investment securities are determined by prices provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions.

Originated loans and leases: The fair value of accruing loans is estimated by calculating the net present value of the future expected cash flows discounted using the exit price notion. The discount rate is based upon current offering rates, with an additional discount for expected potential charge-offs. Additionally, an environmental general credit risk adjustment is subtracted from the net present value to arrive at the total estimated fair value of the accruing loan portfolio.

The carrying value that fair value is compared to is net of the allowance for loan losses and since there is significant judgment included in evaluating credit quality, loans are classified within Level 3 of the fair value hierarchy.

Non-accrual loans: Loans which the Company has measured as non-accruing are generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. These loans are classified within Level 3 of the fair value hierarchy. The fair value consists of loan balances less the valuation allowance.

Acquired loans: Acquired loans (performing and non-performing) are initially recorded at their acquisition-date fair values using Level 3 inputs. For more information on the calculation of the fair value of acquired loans, see Footnote 9, “Acquisition.”

Loans held-for-sale: The fair value of loans held-for-sale is estimated using rates currently offered for similar loans and is typically obtained from the Federal National Mortgage Association (FNMA) or the Federal Home Loan Bank of Pittsburgh (FHLB).

Certificates of deposit: The fair value of certificates of deposit is based on discounted cash flows using rates which approximate market rates for deposits of similar maturities.

FHLB advances: Fair value is estimated using the rates currently offered for similar borrowings.

The following tables illustrate the financial instruments measured at fair value on a recurring basis segregated by hierarchy fair value levels as of the periods indicated:

Quoted prices

in active

Significant other

Significant other

Total carrying value

markets

observable inputs

unobservable inputs

(dollars in thousands)

September 30, 2021

(Level 1)

(Level 2)

(Level 3)

Available-for-sale securities:

Agency - GSE

$

111,515 

$

-

$

111,515 

$

-

Obligations of states and political subdivisions

336,465 

-

336,465 

-

MBS - GSE residential

238,946 

-

238,946 

-

Total available-for-sale debt securities

$

686,926 

$

-

$

686,926 

$

-

Quoted prices

in active

Significant other

Significant other

Total carrying value

markets

observable inputs

unobservable inputs

(dollars in thousands)

December 31, 2020

(Level 1)

(Level 2)

(Level 3)

Available-for-sale securities:

Agency - GSE

$

45,447 

$

-

$

45,447 

$

-

Obligations of states and political subdivisions

199,713 

-

199,713 

-

MBS - GSE residential

147,260 

-

147,260 

-

Total available-for-sale debt securities

$

392,420 

$

-

$

392,420 

$

-

Debt securities in the AFS portfolio are measured at fair value using market quotations provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Assets classified as Level 2 use valuation techniques that are common to bond valuations. That is, in active markets whereby bonds of similar characteristics frequently trade, quotes for similar assets are obtained.

There were no changes in Level 3 financial instruments measured at fair value on a recurring basis as of and for the periods ending September 30, 2021 and December 31, 2020, respectively.


The following table illustrates the financial instruments newly measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of the periods indicated:

Quoted prices in

Significant other

Significant other

Total carrying value

active markets

observable inputs

unobservable inputs

(dollars in thousands)

at September 30, 2021

(Level 1)

(Level 2)

(Level 3)

Impaired loans

$

2,724

$

-

$

-

$

2,724

Other real estate owned

567

-

-

567

Total

$

3,291

$

-

$

-

$

3,291

Quoted prices in

Significant other

Significant other

Total carrying value

active markets

observable inputs

unobservable inputs

(dollars in thousands)

at December 31, 2020

(Level 1)

(Level 2)

(Level 3)

Impaired loans

$

2,930

$

-

$

-

$

2,930

Other real estate owned

182

-

-

182

Total

$

3,112

$

-

$

-

$

3,112

From time-to-time, the Company may be required to record at fair value financial instruments on a non-recurring basis, such as impaired loans, ORE and other repossessed assets. These non-recurring fair value adjustments involve the application of lower-of-cost-or-market accounting on write downs of individual assets. The fair value of impaired loans was calculated using the value of the impaired loans with an allowance less the related allowance.

The following describes valuation methodologies used for financial instruments measured at fair value on a non-recurring basis. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves, a component of the allowance for loan losses, and as such are carried at the lower of net recorded investment or the estimated fair value. Estimates of fair value of the collateral are determined based on a variety of information, including available valuations from certified appraisers for similar assets, present value of discounted cash flows and inputs that are estimated based on commonly used and generally accepted industry liquidation advance rates and estimates and assumptions developed by management.

Valuation techniques for impaired loans are typically determined through independent appraisals of the underlying collateral or may be determined through present value of discounted cash flows. Both techniques include various Level 3 inputs which are not identifiable. The valuation technique may be adjusted by management for estimated liquidation expenses and qualitative factors such as economic conditions. If real estate is not the primary source of repayment, present value of discounted cash flows and estimates using generally accepted industry liquidation advance rates and other factors may be utilized to determine fair value.

At September 30, 2021 and December 31, 2020, the range of liquidation expenses and other valuation adjustments applied to impaired loans ranged from -23.24% and -47.66% and from -27.04% to -70.66%, respectively. The weighted average of liquidation expenses and other valuation adjustments applied to impaired loans amounted to -40.75% as of September 30, 2021 and -44.49% as of December 31, 2020, respectively. Due to the multitude of assumptions, many of which are subjective in nature, and the varying inputs and techniques used to determine fair value, the Company recognizes that valuations could differ across a wide spectrum of techniques employed. Accordingly, fair value estimates for impaired loans are classified as Level 3.

For ORE, fair value is generally determined through independent appraisals of the underlying properties which generally include various Level 3 inputs which are not identifiable. Appraisals form the basis for determining the net realizable value from these properties. Net realizable value is the result of the appraised value less certain costs or discounts associated with liquidation which occurs in the normal course of business. Management’s assumptions may include consideration of the location and occupancy of the property, along with current economic conditions. Subsequently, as these properties are actively marketed, the estimated fair values may be periodically adjusted through incremental subsequent write-downs. These write-downs usually reflect decreases in estimated values resulting from sales price observations as well as changing economic and market conditions. At September 30, 2021 and December 31, 2020, the discounts applied to the appraised values of ORE ranged from -24.88% and -77.60% and from -21.47% and -77.60%, respectively. As of September 30, 2021 and December 31, 2020, the weighted average of discount to the appraisal values of ORE amounted to -25.97% and -31.30%, respectively.

At September 30, 2021 and December 31, 2020, there were no other repossessed assets. The Company refers to the National Automobile Dealers Association (NADA) guide to determine a vehicle’s fair value.

9. Acquisition

On July 1, 2021, the Company completed its previously announced acquisition of Landmark. Landmark was a one-bank holding company organized under the laws of the Commonwealth of Pennsylvania and was headquartered in Pittston, PA. Its wholly owned subsidiary, Landmark Community Bank, was an independent community bank chartered under the laws of the Commonwealth of

Pennsylvania. Landmark Community Bank conducted full-service commercial banking services through five bank centers located in Lackawanna and Luzerne Counties, Pennsylvania. The acquisition expanded Fidelity Deposit and Discount Bank’s full-service footprint in Luzerne County, Pennsylvania. The Company transacted the merger to complement the Company’s existing operations, while consistent with the Company’s strategic plan of enhancing long-term shareholder value. The fair value of total assets acquired as a result of the merger totaled $375.5 million, loans totaled $298.9 million and deposits totaled $308.5 million. Goodwill recorded in the merger was $12.6 million.

In accordance with the terms of the Reorganization Agreement, on July 1, 2021 each share of Landmark common stock was converted into the right to receive 0.272 shares of the Company’s common stock and $3.26 in cash. As a result of the merger, the Company issued 647,990 shares of its common stock, valued at $35.1 million, and $7.8 million in cash based upon $54.10, the determined market price of the Company’s common stock in accordance with the Reorganization Agreement. The results of the combined entity’s operations are included in the Company’s Consolidated Financial Statements from the date of acquisition. The acquisition of Landmark was accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid were recorded at estimated fair values on the acquisition date. The deferred taxes are preliminary and subject to refinement for up to one year after the closing date of the acquisition.

Effective July 1, 2021, in connection with the merger and pursuant to the terms of the Reorganization Agreement, Paul C. Woelkers was appointed as a Class C Director of Fidelity’s Board of Directors. Mr. Woelkers was also appointed as a Director of Fidelity Bank’s Board of Directors.


The following table summarizes the consideration paid for Landmark and the fair value of assets acquired, and liabilities assumed as of the acquisition date:

Purchase Price Consideration in Common Stock

Landmark shares settled for stock

2,382,695

Exchange ratio

0.272

Total FDBC shares issued

647,990

Value assigned to FDBC common share (06/30/2021 closing price)

$

54.10

Purchase price assigned to Landmark common shares exchanged for FDBC common shares

$

35,056,259

Purchase Price Consideration - Cash for Common Stock

Landmark shares exchanged for cash, excluding fractional shares

2,382,695

Cash consideration (per Landmark share)

$

3.26

Cash portion of purchase price

$

7,767,586

Cash portion of purchase price (cash paid fractional shares)

$

5,559

Cash for outstanding Landmark stock options

$

69,250

Total consideration paid

$

42,898,654

Allocation of Purchase Price

In thousands    

Total Purchase Price

$

42,899

Estimated Fair Value of Assets Acquired

Cash and cash equivalents

4,090

Investment securities

49,430

Loans

298,860

Restricted investments in bank stock

1,186

Premises and equipment

3,405

Lease property under finance leases

1,188

Core deposit intangible asset

597

Other real estate owned

488

Other assets

11,629

Total assets acquired

370,873

Estimated Fair Value of Liabilities Assumed

Non-interest bearing deposits

100,472

Interest bearing deposits

208,057

Short-term borrowings

2,224

FHLB borrowings

4,602

Secured borrowings

20,619

Finance lease obligation

1,188

Other liabilities

3,387

Total liabilities assumed

340,549

Net Assets Acquired

30,324

Goodwill Recorded in Acquisition

$

12,575

Pursuant to the accounting requirements, the Company assigned a fair value to the assets acquired and liabilities assumed of Landmark. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

The assets acquired and liabilities assumed in the acquisition of Landmark were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition and are subject to adjustment for up to one year

after the closing date of the acquisition. While the fair values are not expected to be materially different from the estimates, any material adjustments to the estimates will be reflected, retroactively, as of the date of the acquisition. The items most susceptible to adjustment are the fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition. Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:

Investment securities available-for-sale

The estimated fair values of the investment securities available for sale, primarily comprised of U.S. Government agency mortgage-backed securities, U.S. government agencies and municipal bonds, were determined using Level 1 and Level 2 inputs in the fair value hierarchy. The fair values were determined using executable market bids or independent pricing services. The Company’s independent pricing service utilized matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific security but rather relying on the security’s relationship to other benchmark quoted prices. Management reviewed the data and assumptions used in pricing the securities.

Loans

Acquired loans (performing and non-performing) are initially recorded at their acquisition-date fair values using Level 3 inputs. Fair values are based on a discounted cash flow methodology that involves assumptions and judgments as to credit risk, expected lifetime losses, environmental factors, collateral values, discount rates, expected payments and expected prepayments. Specifically, the Company has prepared three separate loan fair value adjustments that it believed a market participant might employ in estimating the entire fair value adjustment necessary under ASC 820-10 for the acquired loan portfolio. The three-separate fair valuation methodology employed are: 1) an interest rate loan fair value adjustment, 2) a general credit fair value adjustment, and 3) a specific credit fair value adjustment for purchased credit impaired loans subject to ASC 310-30 procedures. The acquired loans were recorded at fair value at the acquisition date without carryover of Landmark’s previously established allowance for loan losses. The fair value of the financial assets acquired included loans receivable with a gross amortized cost basis of $309.8 million.

The table below illustrates the fair value adjustments made to the amortized cost basis in order to present the fair value of the loans acquired. The credit adjustment on purchased credit impaired loans is derived in accordance with ASC 310-30 and represents the portion of the loan balances that has been deemed uncollectible based on the Company’s expectations of future cash flows for each respective loan.

Dollars in thousands

Gross amortized cost basis at June 30, 2021

$

309,767

Interest rate fair value adjustment on pools of homogeneous loans

(1,855)

Credit fair value adjustment on pools of homogeneous loans

(7,915)

Credit fair value adjustment on purchased credit impaired loans

(1,137)

Fair value of acquired loans at June 30, 2021

$

298,860

For loans acquired without evidence of credit quality deterioration, the Company prepared the interest rate loan fair value and credit fair value adjustments. Loans were grouped into homogeneous pools by characteristics such as loan type, term, collateral, and rate. Market rates for similar loans were obtained from various internal and external data sources and reviewed by management for reasonableness. The average of these rates was used as the fair value interest rate a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value discount of $1.9 million. Additionally, for loans acquired without credit deterioration, a credit fair value adjustment was calculated using a two-part credit fair value analysis: 1) expected lifetime credit migration losses; and 2) estimated fair value adjustment for certain qualitative factors. The expected lifetime losses were calculated using historical losses observed by the Company, Landmark and peer banks. The Company also estimated an environmental factor to apply to each loan type. The environmental factor represents the potential discount which may arise due to general credit and economic factors. A credit fair value discount of $7.9 million was determined. Both the interest rate and credit fair value adjustments relate to loans acquired with evidence of credit quality deterioration will be substantially recognized as interest income on a level yield amortization method over the expected life of the loans.

The following table presents the acquired purchased credit impaired loans receivable at the acquisition date:

Dollars in thousands

Contractual principal and interest at acquisition

$

5,306

Non-accretable difference

(1,691)

Expected cash flows at acquisition

3,615

Accretable yield

(588)

Fair value of purchased impaired loans

$

3,027


Premises and Equipment

The Company assumed leases on 2 branch facilities of Landmark. The Company compared the lease contract obligations to comparable market rental rates determined by third-party licensed appraisers. The Company believed that the leased contract rates were in a reasonable range of market rental rates and concluded that no fair market value adjustment related to leasehold interest was necessary. The fair value of Landmark’s premises, including land, buildings and improvements, was determined based upon independent third-party appraisals performed by licensed appraisers or sales agreements.

Core Deposit Intangible

The fair value of the core deposit intangible was determined based on a discounted cash flow (present value) analysis using a discount rate commensurate with market participants. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the higher cost of alternative funding sources available through national brokered CD offering rates and FHLB advance rates. The projected cash flows were developed using projected deposit attrition rates based on the average rate experienced by both institutions. The core deposit intangible will be amortized over ten years using the sum-of-years digits method.

Time Deposits

The fair value adjustment for time deposits represents a discount from the value of the contractual repayments of fixed maturity deposits using prevailing market interest rates for similar-term time deposits. The time deposit premium is being amortized into income on a level yield amortization method over the contractual life of the deposits.

Secured Borrowings

The Company identified 19 sold participations acquired from Landmark that did not meet the criteria for sales treatment under ASC 860-10-40 and should be recorded as obligations from secured borrowing arrangements. The Company has estimated the fair value of these obligations using an income approach based on the expected cash flows method on a pooled basis using Level 3 assumptions.

FHLB Borrowings

The Company assumed FHLB borrowings in connection with the merger. The fair value of FHLB Borrowings was determined by using FHLB prepayment penalty as a proxy for the fair value adjustment. The Company decided to pay off the borrowing post acquisition date therefore no amortization is warranted.

Supplemental Pro Forma Financial Information

The following table presents certain unaudited pro forma financial information for illustrative purposes only, for the three and nine months ended September 30, 2021 and 2020, respectively, as if Landmark had been acquired on January 1, 2020. This unaudited pro forma information combines the historical results of Landmark with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition. The unaudited pro forma information does not consider any changes to the provision expense resulting from recording loan assets at fair value, cost savings or business synergies. As a result, actual amounts would have differed from the unaudited pro forma information presented and the differences could be significant.

Three months ended September 30,

Nine months ended September 30,

(Dollars in thousands)

2021

2020

2021

2020

Net interest income

$

17,174

$

15,902

$

51,174

$

40,920

Other income

4,009

4,619

14,774

10,876

Total net interest income and other income

$

21,183

$

20,521

$

65,948

$

51,796

Net income

6,598

5,839

21,446

12,170

Basic earnings per common share

$

1.17

$

1.04

$

3.80

$

2.39

Diluted earnings per common share

$

1.16

$

1.03

$

3.77

$

2.37

Merger-related expenses

For the three and nine months ended September 30, 2021, the Company incurred $2.2 million and $3.1 million in merger-related expenses related to the merger with Landmark, primarily consisting of data processing, salaries and employee benefits, and professional fee expenses. The Company expects to incur another $0.6 million in non-recurring costs to integrate systems and dispose of premises and equipment in the last quarter of 2021. For the three and nine months ended September 30, 2020, the Company incurred merger-related expenses related to the merger with MNB totaling $0.2 million and $2.4 million, primarily consisting of professional fees, salaries and employee benefits and data processing fees.

10. Employee Benefits

Bank-Owned Life Insurance (BOLI)

The Company has purchased single premium BOLI policies on certain officers. The policies are recorded at their cash surrender values. Increases in cash surrender values are included in non-interest income in the consolidated statements of income. As a result of the acquisition of MNB, the Company added BOLI with a value of $9.3 million during 2020. During the fourth quarter of 2020, the Company purchased an additional $11.0 million of BOLI. As a result of the acquisition of Landmark, the Company added BOLI with a value of $7.2 million during 2021. The policies’ cash surrender value totaled $52.4 million and $44.3 million, respectively, as of September 30, 2021 and December 31, 2020 and is reflected as an asset on the consolidated balance sheets. For the nine months ended September 30, 2021 and 2020, the Company has recorded income of $899 thousand and $577 thousand, respectively.

Officer Life Insurance

In 2017, the Bank entered into separate split dollar life insurance arrangements (Split Dollar Agreements) with eleven officers. This plan provides each officer a specified death benefit should the officer die while in the Bank’s employ. The Bank paid the insurance premiums in March 2017 and the arrangements were effective in March 2017. In March 2019, the Bank entered into a new Split Dollar Agreement with one officer. In January 2021, the Bank entered into Split Dollar Agreements with fifteen officers. The Bank owns the policies and all cash values thereunder. Upon death of the covered employee, the agreed-upon amount of death proceeds from the policies will be paid directly to the insured’s beneficiary. As of September 30, 2021, the policies had total death benefits of $52.4 million of which $4.4 million would have been paid to the officer’s beneficiaries and the remaining $48.0 million would have been paid to the Bank. In addition, four executive officers have the opportunity to retain a split dollar benefit equal to two times their highest base salary after separation from service if the vesting requirements are met. As of September 30, 2021 and December 31, 2020, the Company accrued expenses of $188 thousand and $154 thousand for the split dollar benefit.

Supplemental Executive Retirement plan (SERP)

On March 29, 2017, the Bank entered into separate supplemental executive retirement agreements (individually the “SERP Agreement”) with five officers, pursuant to which the Bank will credit an amount to a SERP account established on each participant’s behalf while they are actively employed by the Bank for each calendar month from March 1, 2017 until retirement. On March 20, 2019, the Bank entered into a SERP Agreement with one officer, pursuant to which the Bank will credit an amount to a SERP account established for the participant’s behalf while they are actively employed by the Bank for each calendar month from March 1, 2019 until normal retirement age. As a result of the acquisition of Landmark, the Company added $1.0 million in accrued SERP expenses to the consolidated balance sheets. As of September 30, 2021 and December 31, 2020, the Company accrued expenses of $3.4 million and $2.0 million in connection with the SERP.

11. Revenue Recognition

As of January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified Topic 606. The Company has elected to use the modified retrospective approach with prior period financial statements unadjusted and presented with historical revenue recognition methods. The implementation of the new standard had no material impact on the measurement or recognition of revenue; as such, a cumulative effect adjustment to opening retained earnings was not deemed necessary.

The majority of the Company’s revenues are generated through interest earned on securities and loans, which is explicitly excluded from the scope of the guidance. In addition, certain non-interest income streams such as fees associated with mortgage servicing rights, loan service charges, life insurance earnings, rental income and gains/losses on the sale of loans and securities are not in the scope of the new guidance. The main types of contracts with customers that are in the scope of the new guidance are:

Service charges on deposit accounts – Deposit service charges represent fees charged by the Company for the performance obligation of providing services to a customer’s deposit account. The transaction price for deposit services includes both fixed and variable amounts based on the Company’s fee schedules. Revenue is recognized and payment is received either at a point in time for transactional fees or on a monthly basis for non-transactional fees.

Interchange fees – Interchange fees represent fees charged by the Company for customers using debit cards. The contract is between the Company and the processor and the performance obligation is the ability of customers to use debit cards to make purchases at a point in time. The transaction price is a percentage of debit card usage and the processor pays the Company and revenue is recorded throughout the month as the performance obligations are being met.

Fees from trust fiduciary activities – Trust fees represent fees charged by the Company for the management, custody and/or administration of trusts. These are mostly monthly fees based on the market value of assets in the trust account at the prior month end. Payment is generally received a few weeks after month end through a direct charge to customers’ accounts. Estate fees are recognized and charged as the Company reaches each of six different stages of the estate administration process.

Fees from financial services – Financial service fees represent fees charged by the Company for the performance obligation of providing various services for an investment account. Revenue is recognized twice monthly for fees on sales transactions and on a monthly basis for advisory fees and quarterly for trail fees.

Gain/loss on ORE sales – Gain/loss on the sale of ORE is recognized at the closing date when the sales proceeds are received. In seller-financed ORE transactions, the contract is made subject to our normal underwriting standards and pricing. The Company does not have any obligation or right to repurchase any sales of ORE.

Contract balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before the payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity already received payment (or payment is due) from the customer. The Company’s non-interest income streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company typically does not enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of September 30, 2021 and December 31, 2020, the Company did not have any significant contract balances.

Remaining performance obligations

The Company’s performance obligations have an original expected duration of less than one year and follow the relevant guidance for recognizing revenue over time. There is no variable consideration subject to constraint that is not included in information about transaction price.

Contract acquisition costs

An entity is required to capitalize and subsequently amortize into expense, certain incremental costs of obtaining a contract if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less.

12. Leases

ASU 2016-02 Leases (Topic 842) became effective for the Company on January 1, 2019. For all operating lease contracts where the Company is lessee, a right-of-use (ROU) asset and lease liability was recorded as of the effective date. The Company assumed all renewal terms will be exercised when calculating the ROU assets and lease liabilities. For leases existing at the transition date, any prepaid or deferred rent was added to the ROU asset to calculate the lease liability. The discount rate used to calculate the present value of future payments at the transition date was the Company’s incremental borrowing rate. The Company used the FHLB fixed rate borrowing rates on December 29, 2018 as the discount rate at transition. For all classes of underlying assets, the Company has elected not to record short-term leases (leases with a term of 12 months or less) on the balance sheet when the Company is lessee. Instead, the Company will recognize the lease payment on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. For all asset classes, the Company has elected, as a lessee, not to separate nonlease components from lease components and instead to account for each separate lease component and nonlease components associated with that lease component as a single lease component.

Management determines if an arrangement is or contains a lease at contract inception. If an arrangement is determined to be or contains a lease, the Company recognizes a ROU asset and a lease liability when the asset is placed in service.

The Company’s operating leases, where the Company is lessee, include property, land and equipment. As of September 30, 2021, eleven of the Company’s branch properties and one other property were leased under operating leases. In four of the branch leases, the Company leases the land from an unrelated third party, and the buildings are the Company’s own capital improvement. The Company also leases three standalone ATMs under operating leases. Additionally, the Company has one property lease and four equipment leases classified as finance leases.

The following is an analysis of the leased property under finance leases:

(dollars in thousands)

September 30, 2021

December 31, 2020

Property and equipment

$

1,673

$

485

Less accumulated depreciation and amortization

(308)

(202)

Leased property under finance leases, net

$

1,365

$

283


The following is a schedule of future minimum lease payments under finance leases together with the present value of the net minimum lease payments as of September 30, 2021:

(dollars in thousands)

Amount

2021

$

62

2022

247

2023

220

2024

164

2025

158

2026 and thereafter

613

Total minimum lease payments (a)

1,464

Less amount representing interest (b)

(89)

Present value of net minimum lease payments

$

1,375

(a)The future minimum lease payments have not been reduced by estimated executory costs (such as taxes and maintenance) since this amount was deemed immaterial by management.

(b)Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate upon lease inception.

As of September 30, 2021, the Company leased its Green Ridge, Pittston, Peckville, Back Mountain, Mountain Top, Abington, Nazareth, Easton, Bethlehem, Martins Creek and Wyoming branches under the terms of operating leases. Common area maintenance is included in variable lease payments in the table below. The Abington branch has variable lease payments which are calculated as a percentage of the national prime rate of interest and are expensed as incurred. The Bethlehem and Easton branches have variable lease payments that increase annually and are expensed as incurred.

(dollars in thousands)

September 30, 2021

September 30, 2020

Lease cost

Finance lease cost:

Amortization of right-of-use assets

$

105

$

61

Interest on lease liabilities

10

6

Operating lease cost

452

392

Short-term lease cost

30

14

Variable lease cost

3

(4)

Total lease cost

$

600

$

469

Other information

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from finance leases

$

10

$

6

Operating cash flows from operating leases (Fixed payments)

$

413

$

370

Operating cash flows from operating leases (Liability reduction)

$

224

$

175

Financing cash flows from finance leases

$

103

$

60

Right-of-use assets obtained in exchange for new finance lease liabilities

$

1,188

$

88

Right-of-use assets obtained in exchange for new operating lease liabilities

$

1,644

$

1,338

Weighted-average remaining lease term - finance leases

7.39 yrs

3.36 yrs

Weighted average remaining lease term - operating leases

19.70 yrs

21.47 yrs

Weighted-average discount rate - finance leases

1.81%

2.53%

Weighted-average discount rate - operating leases

3.41%

3.56%

During the first nine months of 2021, $547 thousand of the total lease cost is included in premises and equipment expense and $26 thousand is included in other expenses on the consolidated statements of income. Operating lease expense is recognized on a straight-line basis over the lease term. We recognized both the interest expense and amortization expense for finance leases in premises and equipment expense since the interest expense portion was immaterial.


The future minimum lease payments for the Company’s branch network and equipment under operating leases that have lease terms in excess of one year as of September 30, 2021 are as follows:

(dollars in thousands)

Amount

2021

$

157

2022

619

2023

606

2024

602

2025

610

2026 and thereafter

9,192

Total future minimum lease payments

11,786

Plus variable payment adjustment

328

Less amount representing interest

(3,549)

Present value of net future minimum lease payments

$

8,565

The Company leases several properties, where the Company is lessor, under operating leases to unrelated parties. Some of these properties are residential properties surrounding the Main Branch that the Company leases on a month-to-month basis and are considered short-term leases. The undiscounted cash flows to be received on an annual basis for the remaining three properties under long-term operating leases are as follows:

(dollars in thousands)

Amount

2021

$

50

2022

104

2023

48

2024

51

2025

54

2026 and thereafter

81

Total lease payments to be received

$

388

The Company also indirectly originates automobile leases classified as direct finance leases. See Footnote 5, “Loans and leases”, for more information about the Company’s direct finance leases.

Lease income recognized from direct finance leases was included in interest income from loans and leases on the consolidated statements of income. Lease income related to operating leases is included in fees and other revenue on the consolidated statements of income. The Company only receives a variable payment for taxes from one of its lessees, but the amount is immaterial and excluded from rental income. The amount of lease income recognized on the consolidated statements of income was as follows for the periods indicated:

For the three months ended September 30,

For the nine months ended September 30,

(dollars in thousands)

2021

2020

2021

2020

Lease income - direct finance leases

Interest income on lease receivables

$

201

$

181

$

596

$

526

Lease income - operating leases

60

60

188

171

Total lease income

$

261

$

241

$

784

$

697

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

The following is management's discussion and analysis of the significant changes in the consolidated financial condition of the Company as of September 30, 2021 compared to December 31, 2020 and a comparison of the results of operations for the three and nine months ended September 30, 2021 and 2020. Current performance may not be indicative of future results. This discussion should be read in conjunction with the Company’s 2020 Annual Report filed on Form 10-K.

Forward-looking statements

Certain of the matters discussed in this Quarterly Report on Form 10-Q may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” and similar expressions are intended to identify such forward-looking statements.

The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

the effects of economic conditions particularly with regard to the negative impact of severe, wide-ranging and continuing disruptions caused by the spread of Coronavirus Disease 2019 (COVID-19) and responses thereto on current customers and the operations of the Company, specifically the effect of the economy on loan customers’ ability to repay loans;

acquisitions and integration of acquired businesses, including but not limited to, the recent acquisitions of MNB Corporation (“MNB”) and its wholly-owned bank subsidiary and Landmark Bancorp Inc. (“Landmark”) and its wholly-owned bank subsidiary;

the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;

the impact of new or changes in existing laws and regulations, including the Tax Cuts and Jobs Act and Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the regulations promulgated there under;

impacts of the capital and liquidity requirements of the Basel III standards and other regulatory pronouncements, regulations and rules;

governmental monetary and fiscal policies, as well as legislative and regulatory changes;

effects of short- and long-term federal budget and tax negotiations and their effect on economic and business conditions;

the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters;

the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks;

the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;

technological changes;

the interruption or breach in security of our information systems and other technological risks and attacks resulting in failures or disruptions in customer account management, general ledger processing and loan or deposit updates and potential impacts resulting therefrom including additional costs, reputational damage, regulatory penalties, and financial losses;

acquisitions and integration of acquired businesses;

the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities;

volatilities in the securities markets;

acts of war or terrorism;

disruption of credit and equity markets; and

the risk that our analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

The Company cautions readers not to place undue reliance on forward-looking statements, which reflect analyses only as of the date of this document. The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

Readers should review the risk factors described in other documents that we file or furnish, from time to time, with the Securities and Exchange Commission, including Annual Reports to Shareholders, Annual Reports filed on Form 10-K and other current reports filed or furnished on Form 8-K.


Executive Summary

The Company is a Pennsylvania corporation and a bank holding company, whose wholly-owned state chartered commercial bank and trust company is The Fidelity Deposit and Discount Bank. The Company is headquartered in Dunmore, Pennsylvania. We consider Lackawanna, Northampton and Luzerne Counties our primary marketplace.

As a leading Northeastern Pennsylvania community bank, our goals are to enhance shareholder value while continuing to build a full-service community bank. We focus on growing our core business of retail and business lending and deposit gathering while maintaining strong asset quality and controlling operating expenses. We continue to implement strategies to diversify earning assets (see “Funds Deployed” section of this management’s discussion and analysis) and to increase low cost core deposits (see “Funds Provided” section of this management’s discussion and analysis). These strategies include a greater level of commercial lending and the ancillary business products and services supporting our commercial customers’ needs as well as residential lending strategies and an array of consumer products. We focus on developing a full banking relationship with existing, as well as new business prospects. The Bank has a personal and corporate trust department and also provides alternative financial and insurance products with asset management services. In addition, we explore opportunities to selectively expand our franchise footprint, consisting presently of our 23-branch network.

We are impacted by both national and regional economic factors, with commercial, commercial real estate and residential mortgage loans concentrated in Northeastern Pennsylvania, primarily in Lackawanna and Luzerne counties, and Eastern Pennsylvania, primarily Northampton County. Rate cuts of 50 and 100 basis points during the first quarter of 2020 at the start of the pandemic completely reversed the increase initiated by the Federal Open Market Committee (FOMC) at the end of 2015. According to the U.S. Bureau of Labor Statistics, the national unemployment rate for September 2021 was 4.8%, down 1.9 percentage points from December 2020. However, the unemployment rates in the Scranton - Wilkes-Barre – Hazleton (market area north) and the Allentown – Bethlehem – Easton (market area south) Metropolitan Statistical Areas (local) remained at a higher level than the national unemployment rate. The local unemployment rates at September 30, 2021 were 6.4% in market area north and 5.5% in market area south, respectively, a decrease of 1.6 percentage points and 1.1 percentage points from the 8.0% and 6.6%, respectively, at December 31, 2020. The local unemployment rates have fluctuated as a result of the effects of the pandemic. The pandemic-related business restrictions have been lifted in our local area but unemployment is expected to remain above the pre-pandemic levels for the next few months. Stimulus payments and enhanced unemployment benefits have supported the economy throughout 2020 and 2021 and the government could continue to provide this support throughout the remainder of 2021. The median home values in the Scranton-Wilkes-Barre-Hazleton metro and Allentown-Bethlehem-Easton metro increased 22.5% and 19.6%, respectively, from a year ago, according to Zillow, an online database advertising firm providing access to its real estate search engines to various media outlets. Values in the markets are expected to grow 17.7% and 15.8% in the next year. In light of these expectations, we will continue to monitor the economic climate in our region and scrutinize growth prospects with credit quality as a principal consideration.

On May 1, 2020, the Company completed its acquisition of MNB Corporation (“MNB”) and its wholly-owned bank subsidiary. The merger expanded the Company’s full-service footprint into Northampton County, PA and the Lehigh Valley. Non-recurring costs to facilitate the merger and integrate systems of $2.5 million were incurred during 2020.

On July 1, 2021, the Company completed its acquisition of Landmark Bancorp, Inc. (“Landmark”) and its wholly-owned bank subsidiary. The Company expects non-recurring costs to facilitate the anticipated merger and integrate systems in 2021 incurred by the Company to be $3.8 million, of which $3.1 million was recognized in the first nine months of 2021. The Company remains committed to selectively expanding branch banking and wealth management locations in Northeastern and Eastern Pennsylvania markets as opportunities arrive going forward.

For the nine months ended September 30, 2021, net income was $16.2 million, or $3.09 diluted earnings per share, compared to $7.9 million, or $1.75 diluted earnings per share, for the nine months ended September 30, 2020. Non-recurring merger-related costs and Federal Home Loan Bank (FHLB) prepayment penalties incurred are not a part of the Company’s normal operations. If these expenses had not occurred, adjusted net income (non-GAAP) for the nine months ended September 30, 2021 and 2020 would have been $19.1 million and $10.3 million, respectively. Adjusted diluted EPS (non-GAAP) would have been $3.64 and $2.29 for the nine months ended September 30, 2021 and 2020, respectively.

As of September 30, 2021 and 2020, tangible common book value per share (non-GAAP) was $32.57 and $30.68, respectively. These non-GAAP measures should be reviewed in connection with the reconciliation of these non-GAAP ratios. See “Non-GAAP Financial Measures” located below within this management’s discussion and analysis.

Branch managers, relationship bankers, mortgage originators and our business service partners are all focused on developing a mutually profitable full banking relationship. We understand our markets, offer products and services along with financial advice that is appropriate for our community, clients and prospects. The Company continues to focus on the “trusted financial advisor” model by utilizing the team approach of experienced bankers that are fully engaged and dedicated towards maintaining and growing profitable relationships.

In addition to the challenging economic environment in which we compete, the regulation and oversight of our business has changed significantly in recent years. As described more fully in Part II, Item 1A, “Risk Factors” below, as well as Part I, Item 1A, “Risk Factors,” and in the “Supervisory and Regulation” section of management’s discussion and analysis of financial condition and results

of operations in our 2020 Annual Report filed on Form 10-K, certain aspects of the Dodd-Frank Wall Street Reform Act (Dodd-Frank Act) continue to have a significant impact on us.

Non-GAAP Financial Measures

The following are non-GAAP financial measures which provide useful insight to the reader of the consolidated financial statements but should be supplemental to GAAP used to prepare the Company’s financial statements and should not be read in isolation or relied upon as a substitute for GAAP measures. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The Company’s tax rate used to calculate the fully-taxable equivalent (FTE) adjustment was 21% at September 30, 2021 and 2020.

The following table reconciles the non-GAAP financial measures of FTE net interest income:

Three months ended

Nine months ended

(dollars in thousands)

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

Interest income (GAAP)

$

18,173 

$

13,699 

$

46,680 

$

35,660 

Adjustment to FTE

577 

295 

1,480 

704 

Interest income adjusted to FTE (non-GAAP)

18,750 

13,994 

48,160 

36,364 

Interest expense (GAAP)

999 

1,163 

2,730 

4,297 

Net interest income adjusted to FTE (non-GAAP)

$

17,751 

$

12,831 

$

45,430 

$

32,067 

The efficiency ratio is non-interest expenses as a percentage of FTE net interest income plus non-interest income. The following table reconciles the non-GAAP financial measures of the efficiency ratio to GAAP:

Three months ended

Nine months ended

(dollars in thousands)

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

Efficiency Ratio (non-GAAP)

Non-interest expenses (GAAP)

$

15,185 

$

9,474 

$

37,492 

$

28,089 

Net interest income (GAAP)

17,174 

12,536 

43,950 

31,363 

Plus: taxable equivalent adjustment

577 

295 

1,480 

704 

Non-interest income (GAAP)

4,009 

4,370 

14,102 

9,833 

Net interest income (FTE) plus non-interest income (non-GAAP)

$

21,760 

$

17,201 

$

59,532 

$

41,900 

Efficiency ratio (non-GAAP)

69.79%

55.08%

62.98%

67.04%

The following table provides a reconciliation of the tangible common equity (non-GAAP) and the calculation of tangible book value per share:

(dollars in thousands)

September 30, 2021

September 30, 2020

Tangible Book Value per Share (non-GAAP)

Total assets (GAAP)

$

2,411,799 

$

1,711,043 

Less: Intangible assets, primarily goodwill

(21,678)

(8,876)

Tangible assets

2,390,121 

1,702,167 

Total shareholders' equity (GAAP)

205,569 

161,611 

Less: Intangible assets, primarily goodwill

(21,678)

(8,876)

Tangible common equity

$

183,891 

$

152,735 

Common shares outstanding, end of period

5,645,687 

4,977,750 

Tangible Common Book Value per Share

$

32.57

$

30.68


The following table provides a reconciliation of the Company’s earnings results under GAAP to comparative non-GAAP results excluding merger-related expenses:

Nine months ended

September 30, 2021

September 30, 2020

(dollars in thousands except per share data)

Income before
income taxes

Provision for
income taxes

Net income

Diluted earnings
per share

Income before
income taxes

Provision for
income taxes

Net income

Diluted earnings
per share

Results of operations (GAAP)

$

19,010 

$

2,788 

$

16,222 

$

3.09 

$

9,407 

$

1,545 

$

7,862 

$

1.75 

Add: Merger-related expenses

3,143 

514 

2,629 

0.50 

2,439 

428 

2,011 

0.45 

Add: FHLB prepayment penalty

369 

78 

291 

0.05 

481 

101 

380 

0.09 

Adjusted earnings (non-GAAP)

$

22,522 

$

3,380 

$

19,142 

$

3.64 

$

12,327 

$

2,074 

$

10,253 

$

2.29 

Three months ended

September 30, 2021

September 30, 2020

(dollars in thousands except per share data)

Income before
income taxes

Provision for
income taxes

Net income

Diluted earnings
per share

Income before
income taxes

Provision for
income taxes

Net income

Diluted earnings
per share

Results of operations (GAAP)

$

5,548 

$

689 

$

4,859 

$

0.85 

$

5,932 

$

955 

$

4,977 

$

0.99 

Add: Merger-related expenses

2,201 

462 

1,739 

0.31 

221 

49 

172 

0.04 

Add: FHLB prepayment penalty

-

-

-

-

(1)

-

(1)

-

Adjusted earnings (non-GAAP)

$

7,749 

$

1,151 

$

6,598 

$

1.16 

$

6,152 

$

1,004 

$

5,148 

$

1.03 

General

The Company’s earnings depend primarily on net interest income. Net interest income is the difference between interest income and interest expense. Interest income is generated from yields earned on interest-earning assets, which consist principally of loans and investment securities. Interest expense is incurred from rates paid on interest-bearing liabilities, which consist of deposits and borrowings. Net interest income is determined by the Company’s interest rate spread (the difference between the yields earned on its interest-earning assets and the rates paid on its interest-bearing liabilities) and the relative amounts of interest-earning assets and interest-bearing liabilities. Interest rate spread is significantly impacted by: changes in interest rates and market yield curves and their related impact on cash flows; the composition and characteristics of interest-earning assets and interest-bearing liabilities; differences in the maturity and re-pricing characteristics of assets compared to the maturity and re-pricing characteristics of the liabilities that fund them and by the competition in the marketplace.

The Company’s earnings are also affected by the level of its non-interest income and expenses and by the provisions for loan losses and income taxes. Non-interest income mainly consists of: service charges on the Company’s loan and deposit products; interchange fees; trust and asset management service fees; increases in the cash surrender value of the bank owned life insurance and from net gains or losses from sales of loans and securities. Non-interest expense consists of: compensation and related employee benefit costs; occupancy; equipment; data processing; advertising and marketing; FDIC insurance premiums; professional fees; loan collection; net other real estate owned (ORE) expenses; supplies and other operating overhead.

Net interest income, net interest rate margin, net interest rate spread and the efficiency ratio are presented in the MD&A on a fully-taxable equivalent (FTE) basis. The Company believes this presentation to be the preferred industry measurement of net interest income as it provides a relevant comparison between taxable and non-taxable amounts.

Comparison of the results of operations

Three and nine months ended September 30, 2021 and 2020

Overview

For the third quarter of 2021, the Company generated net income of $4.9 million, or $0.85 per diluted share, compared to $5.0 million, or $0.99 per diluted share, for the third quarter of 2020. The $0.1 million decrease in net income was primarily the result of $5.7 million higher non-interest expenses supplemented by $0.4 million less in non-interest income. These decreases were partially offset by $4.7 million higher net interest income and $1.1 million lower provision for loan losses. Non-interest expenses increased quarter over-quarter due to the majority of merger-related expenses from the acquisition of Landmark being recognized during the third quarter of 2021 while the majority of merger-related expenses from the acquisition of MNB were recognized during the second quarter of 2020. In the year-to-date comparison, net income increased by $8.4 million to $16.2 million, or $3.09 per diluted share, from $7.8 million, or $1.75 per diluted share. Higher revenue and a lower provision for loan losses offset higher non-interest expenses year-over-year.

Return on average assets (ROA) was 0.82% and 1.15% for the third quarters of 2021 and 2020, respectively, and 1.08% and 0.74% for the nine months ended September 30, 2021 and 2020, respectively. During the same time periods, return on average shareholders’ equity (ROE) was 9.07% and 12.36%, respectively, and 11.88% and 7.66%, respectively. ROA and ROE both decreased quarter-over-quarter due to the lower net income with increases in average assets and equity due to the Landmark merger. ROA and ROE both increased in the year-to-date period due to the growth in net income relative to the increase in average assets and equity.

Net interest income and interest sensitive assets / liabilities

For the third quarter of 2021, net interest income increased $4.7 million, or 37%, to $17.2 million from $12.5 million for the third quarter of 2020. The $4.5 million growth in interest income was produced by the addition of $594.3 million in average interest-earning assets partially offset by the effect of a nine basis point decline in FTE yield earned on those assets. The loan portfolio contributed the most by providing $3.4 million more in interest income due to $286.6 million more in average loans, primarily from loans acquired from Landmark. In the investment portfolio, an increase in the average balances of municipal securities was the biggest driver of interest income growth. The average balance of total securities grew $319.5 million producing $1.4 million in additional FTE interest income despite a decrease of 32 basis points in yields earned on investments. On the liability side, total interest-bearing liabilities grew $404.2 million, on average, with a 15 basis point decrease in rates paid thereon. A 17 basis point decrease in rates paid on deposits offset the effect of $467.0 million higher average interest-bearing deposits resulting in $0.2 million less interest expense from deposits for the third quarter of 2021 compared to the 2020 like period.

Net interest income increased $12.6 million, or 40%, from $31.4 million for the nine months ended September 30, 2020 to $44.0 million for the nine months ended September 30, 2021, due to $11.0 million higher interest income and $1.6 million lower interest expense. Total average interest-earning assets increased $587.2 million while FTE yields on these assets declined 34 basis points resulting in $11.8 million of growth in FTE interest income. In the loan portfolio, the Company experienced average balance growth of $273.2 million which had the effect of producing $8.7 million more interest income, including $2.4 million in additional fees earned under the Paycheck Protection Program (PPP) during the first nine months of 2021. The average balance of the investment portfolio grew $263.9 million which resulted in $3.1 million in additional FTE interest income despite a 55 basis point reduction in yields. On the liability side, total interest-bearing liabilities grew $365.6 million on average with a 32 basis point decrease in rates paid on these interest-bearing liabilities. Growth in average interest-bearing deposits of $434.7 million was offset by a 31 basis point decrease in the rates paid on deposits reducing interest expense by $1.2 million. In addition, the Company utilized $69.1 million less in average borrowings during the first nine months of 2021 which resulted in $0.4 million less interest expense from borrowings.

The FTE net interest rate spread and margin increased by six and two basis points, respectively, for the three months ended September 30, 2021 compared to the same 2020 period. The spread and margin increased quarter-over-quarter due to the reduction in rates paid on interest-bearing liabilities which outpaced the lower yield earned on interest-earning assets. The spread and margin decreased by two and eight basis points, respectively, for the nine months ended September 30, 2021 compared to the same 2020 period. The yields earned on interest-earning assets declined faster than the rates paid on interest-bearing liabilities causing the reduction in net interest rate spread. The decrease in net interest rate margin was due to the higher average balance of interest-bearing cash. The overall 19 and 20 basis point cost of funds, which includes the impact of non-interest bearing deposits, decreased 11 and 25 basis points for the three and nine months ended September 30, 2021 compared to the same 2020 periods. The primary reason for the decline was the reduction in rates paid on deposits coupled with the increased average balances of non-interest bearing deposits compared to the same 2020 periods.

For the last quarter of 2021, the Company expects to operate in a relatively low interest rate environment. A rate environment with market interest rates continuing to remain lower than portfolio yields positions the Company to reduce its interest income performance from new and maturing earning assets. Until there is a sustained period of yield curve steepening, with rates rising more sharply at the long end of the curve, the interest rate margin is likely to experience compression. The FOMC began easing the federal funds rate during the second half of 2019 and continued through the first quarter of 2020 which reduced rates paid on interest-bearing liabilities. On the asset side, the prime interest rate, the benchmark rate that banks use as a base rate for adjustable rate loans was cut 75 basis points in the second half of 2019 and another 150 basis points in the first quarter of 2020. Consensus economic forecasts are predicting gradual increases in long-term rates. The 2021 focus is to manage net interest income through a relatively low range-bound forecasted rate cycle by controlling loan and deposit pricing to maintain a reasonable spread. Interest income is projected to increase from investing low earning cash balances in securities and the higher balances of interest-earning assets from the Landmark acquisition for the remainder of 2021 into 2022. Management expects to actively reduce the cost of funds to partially mitigate spread compression throughout this rate cycle. Continued growth in the loan portfolios complemented with investment security purchases to maintain prudent cash balances is expected to boost interest income, and when coupled with a proactive relationship approach to loan rate/deposit cost setting strategies should help mitigate spread compression and contain the interest rate margin at acceptable levels.

The Company’s cost of interest-bearing liabilities was 0.26% and 0.28% for the three and nine months ended September 30, 2021, or 15 and 32 basis points lower than the cost for the same 2020 periods. The decrease in interest paid on both deposits and borrowings contributed to the lower cost of interest-bearing liabilities. The FOMC is not expected to cut the federal funds rate further in the immediate future, but the Company has the opportunity to reduce rates paid on deposits as higher-priced promotional rates and negotiated rates reprice into products with lower rates. To help mitigate the impact of the imminent change to the economic

landscape, the Company has successfully developed and will continue to strengthen its association with existing customers, develop new business relationships, generate new loan volumes, and retain and generate higher levels of average non-interest bearing deposit balances. Strategically deploying no- and low-cost deposits into interest earning-assets is an effective margin-preserving strategy that the Company expects to continue to pursue and expand to help stabilize net interest margin.

The Company’s Asset Liability Management (ALM) team meets regularly to discuss among other things, interest rate risk and when deemed necessary adjusts interest rates. ALM is actively addressing the Company's sensitivity to a changing rate environment to ensure interest rate risks are contained within acceptable levels. ALM also discusses revenue enhancing strategies to help combat the potential for a decline in net interest income. The Company’s marketing department, together with ALM, lenders and deposit gatherers, continue to develop prudent strategies that will grow the loan portfolio and accumulate low-cost deposits to improve net interest income performance.

The table that follows sets forth a comparison of average balances of assets and liabilities and their related net tax equivalent yields and rates for the periods indicated. Within the table, interest income was FTE adjusted, using the corporate federal tax rate of 21% for September 30, 2021 and 2020 to recognize the income from tax-exempt interest-earning assets as if the interest was taxable. See “Non-GAAP Financial Measures” within this management’s discussion and analysis for the FTE adjustments. This treatment allows a uniform comparison among yields on interest-earning assets. Loans include loans held-for-sale (HFS) and non-accrual loans but exclude the allowance for loan losses. Home equity lines of credit (HELOC) are included in the residential real estate category since they are secured by real estate. Net deferred loan fee accretion of $1.0 million and $0.7 million during the third quarters of 2021 and 2020, respectively, and $3.2 million and $1.1 million for the nine months ended September 30, 2021 and 2020, respectively, are included in interest income from loans. MNB and Landmark loan fair value purchase accounting adjustments of $900 thousand and $249 thousand are included in interest income from loans and $25 thousand and $88 thousand reduced interest expense on deposits for the three months ended September 30, 2021 and 2020. MNB and Landmark loan fair value purchase accounting adjustments of $1.8 million and $411 thousand are included in interest income from loans and $61 thousand and $159 thousand reduced interest expense on deposits for the nine months ended September 30, 2021 and 2020. Average balances are based on amortized cost and do not reflect net unrealized gains or losses. Residual values for direct finance leases are included in the average balances for consumer loans. Net interest margin is calculated by dividing net interest income-FTE by total average interest-earning assets. Cost of funds includes the effect of average non-interest bearing deposits as a funding source:


Three months ended

(dollars in thousands)

September 30, 2021

September 30, 2020

Average

Yield /

Average

Yield /

Assets

balance

Interest

rate

balance

Interest

rate

Interest-earning assets

Interest-bearing deposits

$

123,561 

$

54 

0.17 

%

$

135,909 

$

46 

0.14 

%

Restricted investments in bank stock

3,430 

28 

3.25 

2,763 

37 

5.34 

Investments:

Agency - GSE

110,131 

382 

1.37 

26,983 

103 

1.52 

MBS - GSE residential

219,391 

795 

1.44 

159,524 

729 

1.82 

State and municipal (nontaxable)

223,571 

1,651 

2.93 

98,290 

856 

3.46 

State and municipal (taxable)

79,084 

377 

1.89 

28,014 

146 

2.07 

Other

108 

-

0.40 

-

-

-

Total investments

632,285 

3,205 

2.01 

312,811 

1,834 

2.33 

Loans and leases:

C&I and CRE (taxable)

795,821 

9,692 

4.83 

626,255 

7,094 

4.51 

C&I and CRE (nontaxable)

53,632 

513 

3.79 

42,359 

422 

3.96 

Consumer

199,540 

2,004 

3.98 

166,607 

1,688 

4.03 

Residential real estate

381,149 

3,254 

3.39 

308,369 

2,873 

3.71 

Total loans and leases

1,430,142 

15,463 

4.29 

1,143,590 

12,077 

4.20 

Total interest-earning assets

2,189,417 

18,750 

3.40 

%

1,595,073 

13,994 

3.49 

%

Non-interest earning assets

168,838 

130,459 

Total assets

$

2,358,256 

$

1,725,532 

Liabilities and shareholders' equity

Interest-bearing liabilities

Deposits:

Interest-bearing checking

$

674,146 

$

464 

0.27 

%

$

421,719 

$

332 

0.31 

%

Savings and clubs

222,077 

25 

0.04 

169,219 

31 

0.07 

MMDA

467,269 

221 

0.19 

316,417 

325 

0.41 

Certificates of deposit

158,657 

168 

0.42 

147,829 

382 

1.03 

Total interest-bearing deposits

1,522,149 

878 

0.23 

1,055,184 

1,070 

0.40 

Secured borrowings

20,140 

121 

2.37 

-

-

-

Short-term borrowings

68 

-

0.14 

78,056 

53 

0.27 

FHLB advances

49 

-

0.06 

5,000 

40 

3.19 

Total interest-bearing liabilities

1,542,406 

999 

0.26 

%

1,138,240 

1,163 

0.41 

%

Non-interest bearing deposits

579,629 

407,604 

Non-interest bearing liabilities

23,798 

19,462 

Total liabilities

2,145,833 

1,565,306 

Shareholders' equity

212,423 

160,226 

Total liabilities and shareholders' equity

$

2,358,256 

$

1,725,532 

Net interest income - FTE

$

17,751 

$

12,831 

Net interest spread

3.14 

%

3.08 

%

Net interest margin

3.22 

%

3.20 

%

Cost of funds

0.19 

%

0.30 

%


Nine months ended

(dollars in thousands)

September 30, 2021

September 30, 2020

Average

Yield /

Average

Yield /

Assets

balance

Interest

rate

balance

Interest

rate

Interest-earning assets

Interest-bearing deposits

$

119,827 

$

114 

0.13 

%

$

69,712 

$

96 

0.18 

%

Restricted investments in bank stock

3,160 

96 

4.08 

3,117 

124 

5.30 

Investments:

Agency - GSE

80,147 

820 

1.37 

16,020 

209 

1.74 

MBS - GSE residential

178,355 

1,911 

1.43 

144,792 

2,334 

2.15 

State and municipal (nontaxable)

188,955 

4,271 

3.02 

72,084 

2,038 

3.78 

State and municipal (taxable)

61,371 

857 

1.87 

11,963 

200 

2.23 

Other

36 

0.40 

118 

3.42 

Total investments

508,864 

7,859 

2.06 

244,977 

4,784 

2.61 

Loans and leases:

C&I and CRE (taxable)

694,274 

24,873 

4.79 

492,440 

17,156 

4.65 

C&I and CRE (nontaxable)

46,185 

1,331 

3.85 

39,986 

1,148 

3.84 

Consumer

174,869 

5,126 

3.92 

166,735 

5,002 

4.01 

Residential real estate

333,167 

8,761 

3.52 

276,133 

8,054 

3.90 

Total loans and leases

1,248,495 

40,091 

4.29 

975,294 

31,360 

4.30 

Total interest-earning assets

1,880,346 

48,160 

3.42 

%

1,293,100 

36,364 

3.76 

%

Non-interest earning assets

134,633 

131,215 

Total assets

$

2,014,979 

$

1,424,315 

Liabilities and shareholders' equity

Interest-bearing liabilities

Deposits:

Interest-bearing checking

$

569,947 

$

1,258 

0.30 

%

$

339,361 

$

1,032 

0.41 

%

Savings and clubs

203,109 

88 

0.06 

139,326 

84 

0.08 

MMDA

407,106 

738 

0.24 

260,098 

1,290 

0.66 

Certificates of deposit

128,978 

499 

0.52 

135,662 

1,375 

1.35 

Total interest-bearing deposits

1,309,140 

2,583 

0.26 

874,447 

3,781 

0.58 

Secured borrowings

6,787 

121 

2.37 

-

-

-

Short-term borrowings

129 

-

0.33 

64,673 

248 

0.50 

FHLB advances

1,134 

26 

3.07 

12,491 

268 

2.87 

Total interest-bearing liabilities

1,317,190 

2,730 

0.28 

%

951,611 

4,297 

0.60 

%

Non-interest bearing deposits

494,582 

317,240 

Non-interest bearing liabilities

20,607 

17,333 

Total liabilities

1,832,379 

1,286,184 

Shareholders' equity

182,600 

137,131 

Total liabilities and shareholders' equity

$

2,014,979 

$

1,423,315 

Net interest income - FTE

$

45,430 

$

32,067 

Net interest spread

3.14 

%

3.16 

%

Net interest margin

3.23 

%

3.31 

%

Cost of funds

0.20 

%

0.45 

%

Changes in net interest income are a function of both changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities. The following table presents the extent to which changes in interest rates and changes in volumes of interest-earning assets and interest-bearing liabilities have affected the Company’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (1) the changes attributable to changes in volume (changes in volume multiplied by the prior period rate), (2) the changes attributable to changes in interest rates (changes in rates multiplied by prior period volume) and (3) the net change. The combined effect of changes in both volume and rate has been allocated proportionately to the change due to volume and the change due to rate. Tax-exempt income was not converted to a tax-

equivalent basis on the rate/volume analysis:

Nine months ended September 30,

(dollars in thousands)

2021 compared to 2020

2020 compared to 2019

Increase (decrease) due to

Volume

Rate

Total

Volume

Rate

Total

Interest income:

Interest-bearing deposits

$

54 

$

(36)

$

18 

$

126 

$

(70)

$

56 

Restricted investments in bank stock

(29)

(28)

(80)

(138)

(218)

Investments:

Agency - GSE

665 

(53)

612 

143 

(55)

88 

MBS - GSE residential

466 

(890)

(424)

318 

(652)

(334)

State and municipal

2,705 

(551)

2,154 

769 

(300)

469 

Other

(1)

(2)

(3)

-

Total investments

3,835 

(1,496)

2,339 

1,233 

(1,007)

226 

Loans and leases:

Residential real estate

1,547 

(840)

707 

1,820 

(1,002)

818 

C&I and CRE

7,251 

609 

7,860 

6,342 

(1,283)

5,059 

Consumer

237 

(113)

124 

240 

159 

399 

Total loans and leases

9,035 

(344)

8,691 

8,402 

(2,126)

6,276 

Total interest income

12,925 

(1,905)

11,020 

9,681 

(3,341)

6,340 

Interest expense:

Deposits:

Interest-bearing checking

563 

(337)

226 

441 

(571)

(130)

Savings and clubs

32 

(28)

21 

(47)

(26)

Money market

510 

(1,062)

(552)

852 

(1,230)

(378)

Certificates of deposit

(65)

(811)

(876)

193 

(367)

(174)

Total deposits

1,040 

(2,238)

(1,198)

1,507 

(2,215)

(708)

Repurchase agreements

121 

-

121 

-

-

-

Overnight borrowings

(185)

(63)

(248)

335 

(829)

(494)

FHLB advances

(260)

18 

(242)

(140)

23 

(117)

Total interest expense

716 

(2,283)

(1,567)

1,702 

(3,021)

(1,319)

Net interest income

$

12,209 

$

378 

$

12,587 

$

7,979 

$

(320)

$

7,659 

Provision for loan losses

The provision for loan losses represents the necessary amount to charge against current earnings, the purpose of which is to increase the allowance for loan losses (the allowance) to a level that represents management’s best estimate of known and inherent losses in the Company’s loan portfolio. Loans determined to be uncollectible are charged off against the allowance. The required amount of the provision for loan losses, based upon the adequate level of the allowance, is subject to the ongoing analysis of the loan portfolio. The Company’s Special Assets Committee meets periodically to review problem loans. The committee is comprised of management, including credit administration officers, loan officers, loan workout officers and collection personnel. The committee reports quarterly to the Credit Administration Committee of the board of directors.

Management continuously reviews the risks inherent in the loan portfolio. Specific factors used to evaluate the adequacy of the loan loss provision during the formal process include:

specific loans that could have loss potential;

levels of and trends in delinquencies and non-accrual loans;

levels of and trends in charge-offs and recoveries;

trends in volume and terms of loans;

changes in risk selection and underwriting standards;

changes in lending policies and legal and regulatory requirements;

experience, ability and depth of lending management;

national and local economic trends and conditions; and

changes in credit concentrations.

For the nine months ended September 30, 2021 and 2020, the Company recorded a provision for loan losses of $1.6 million and $3.7 million, respectively, a $2.1 million, or 58%, decrease. The decrease in the provision for loan losses from the year earlier period was primarily attributed to the COVID-related provisioning that occurred during the nine months ended September 30, 2020, which was not similarly warranted during the nine months ended September 30, 2021 due to the improvement in the Company’s economic environment compared to the year earlier period.

See the discussion of the qualitative factors within the “Allowance for loan losses” section of this management’s discussion and analysis. Although uncertainty over COVID’s duration and severity complicates management’s ability to render a more precise estimate of credit losses, management currently believes the level of provisioning for the nine months ended September 30, 2021 was adequate based on the information that was available as of the reporting date and subsequent period up to the filing date.

The provision for loan losses derives from the reserve required from the allowance for loan losses calculation. The Company continued provisioning for the nine months ended September 30, 2021 to maintain an allowance level that management deemed adequate.

For a discussion on the allowance for loan losses, see “Allowance for loan losses,” located in the comparison of financial condition section of management’s discussion and analysis contained herein.

Other income

For the third quarter of 2021, non-interest income amounted to $4.0 million, a decrease of $0.4 million, or 8%, compared to $4.4 million recorded for the same 2020 period. The decrease was due to managements’ decision to hold mortgages to earn interest income during the third quarter of 2021 which caused $1.2 million lower gains on loan sales. Partially offsetting this decrease was $0.2 million higher interchange fees from increased debit card usage. Additionally, there were increases in deposit service charges of $0.2 million and wealth management fees (fees from trust fiduciary activities and financial services) of $0.2 million.

Non-interest income totaled $14.1 million for the nine months ended September 30, 2021, an increase of $4.3 million, or 43%, from the $9.8 million recorded for the nine months ended September 30, 2020. The increase was primarily due to $1.7 million higher gains on loan sales due to the high volume of mortgage sales during the first half of 2021 and $1.1 million in additional interchange fees from a higher number of transactions. Also contributing to the increase was $0.3 million in additional loan service charges, $0.3 million higher earnings on bank-owned life insurance, $0.4 million more in wealth management fees and $0.3 million higher service charges on deposits.

Operating expenses

For the quarter ended September 30, 2021, total non-interest expenses were $15.2 million, an increase of $5.7 million, or 60%, compared to $9.5 million for the same 2020 quarter. The higher non-interest expenses resulted from $2.0 million more in merger-related expenses from the timing of the Landmark merger compared to the MNB merger. Salary and employee benefits rose $1.6 million, or 29%, to $7.0 million for the third quarter of 2021 from $5.4 million for the third quarter of 2020. The increase was primarily due to salaries and benefits from additional employees resulting from the merger and performance-based incentive compensation. Advertising and marketing expenses increased $0.5 million due to higher marketing costs and a $0.2 million donation to Fidelity D & D Charitable Foundation. Premises and equipment expenses increased $0.4 million, or 27%, primarily due to property and equipment acquired from the merger. Data processing and communications expenses increased $0.2 million due to additional systems and equipment added from the merger. Professional fees increased $0.2 million due to higher state banking, correspondent bank services, legal, audit, cross armored and other professional service expenses required for the larger bank after the two mergers.

For the nine months ended September 30, 2021, non-interest expenses increased $9.4 million, or 33%, compared to the nine months ended September 30, 2020, from $28.1 million to $37.5 million. The largest increase was salaries and employee benefit expenses which grew $4.2 million, or 29%. The increase stemmed from staff additions from new hires and employees from the MNB and Landmark acquisitions and higher performance-based incentives. Premises and equipment expenses increased $1.1 million, or 28%, due to higher expenses for pandemic response, depreciation and other expenses related to premises and equipment acquired from the mergers. Advertising and marketing expenses increased $0.9 million from additional advertising and donations. Professional services increased $0.9 million primarily due to higher audit, legal, pandemic-related service expenses and other professional fees resulting from the mergers. Merger-related expenses were $0.7 million higher for the first nine months of 2021 compared to the same 2020 period.

The ratios of non-interest expense less non-interest income to average assets, known as the expense ratio, were 1.55% and 1.71% for the nine months ended September 30, 2021 and 2020. The expense ratio decreased because of increased levels of average assets. The efficiency ratio (non-GAAP) decreased from 67.04% at September 30, 2020 to 62.98% at September 30, 2021 due to revenue increasing faster than expenses. For more information on the calculation of the efficiency ratio, see “Non-GAAP Financial Measures” located within this management’s discussion and analysis.

Merger related expenses expected to be incurred by the Company of $0.6 million are anticipated over the last quarter of 2021 primarily for the closings and disposal of premises and equipment related to the merger with Landmark Bancorp, Inc.


Provision for income taxes

The provision for income taxes increased $1.2 million for nine months ended September 30, 2021 compared to the same 2020 period due to higher pre-tax income. The Company's effective tax rate was 14.7% at September 30, 2021 compared to 16.4% at September 30, 2020. The difference between the effective rate and the enacted statutory corporate rate of 21% is due mostly to the effect of tax-exempt income in relation to the level of pre-tax income. The decrease in the effective tax rate was primarily due to higher tax-exempt interest income. Due to challenges relating to current market conditions, the Company may not have the ability to make a reliable estimate of all or part of its ordinary income which could cause volatility in the effective tax rate. If the federal corporate tax rate is increased, the Company’s net deferred tax liabilities will be re-valued upon adoption of the new tax rate. A federal tax rate increase will increase net deferred tax liabilities with a corresponding increase to provision for income taxes.

Comparison of financial condition at

September 30, 2021 and December 31, 2020

Overview

Consolidated assets increased $712.3 million, or 42%, to $2.4 billion as of September 30, 2021 from $1.7 billion as of December 31, 2020. As a result of the merger with Landmark, the Company acquired $375.6 million in total assets, $298.9 million in total loans and $308.5 million in total deposits. The remaining increase in assets occurred primarily in cash and cash equivalents and the investment portfolio funded by growth in deposits. As explained in greater detail below, growth in deposits occurred because of business activity, government relief due to the pandemic and increases in personal account balances. Cash inflow from growth in deposits was used to purchase investment securities and pay down borrowings.

Funds Deployed:

Investment securities

At the time of purchase, management classifies investment securities into one of three categories: trading, available-for-sale (AFS) or held-to-maturity (HTM). To date, management has not purchased any securities for trading purposes. All of the securities the Company purchases are classified as AFS even though there is no immediate intent to sell them. The AFS designation affords management the flexibility to sell securities and position the balance sheet in response to capital levels, liquidity needs or changes in market conditions. Debt securities AFS are carried at fair value on the consolidated balance sheets with unrealized gains and losses, net of deferred income taxes, reported separately within shareholders’ equity as a component of accumulated other comprehensive income (AOCI). Securities designated as HTM are carried at amortized cost and represent debt securities that the Company has the ability and intent to hold until maturity.

As of September 30, 2021, the carrying value of investment securities amounted to $686.9 million, or 28% of total assets, compared to $392.4 million, or 23% of total assets, at December 31, 2020. As of September 30, 2021, 35% of the carrying value of the investment portfolio was comprised of U.S. Government Sponsored Enterprise residential mortgage-backed securities (MBS – GSE residential or mortgage-backed securities) that amortize and provide monthly cash flow that the Company can use for reinvestment, loan demand, unexpected deposit outflow, facility expansion or operations.

Investment securities were comprised of AFS securities as of September 30, 2021 and December 31, 2020. The AFS securities were recorded with a net unrealized gain of $0.2 million as of September 30, 2021 and a net unrealized gain of $11.3 million as of December 31, 2020. Of the net decline in the unrealized gain position of $11.1 million, $5.9 million was attributable to municipal securities, $3.5 million was attributable to mortgage-backed securities and $1.7 million was attributable to agency securities. The direction and magnitude of the change in value of the Company’s investment portfolio is attributable to the direction and magnitude of the change in interest rates along the treasury yield curve. Generally, the values of debt securities move in the opposite direction of the changes in interest rates. As interest rates along the treasury yield curve rise, especially at the intermediate and long end, the values of debt securities tend to decline. Whether or not the value of the Company’s investment portfolio will continue to change above or below its amortized cost will be largely dependent on the direction and magnitude of interest rate movements and the duration of the debt securities within the Company’s investment portfolio. Management does not consider the reduction in value attributable to changes in credit quality. Correspondingly, when interest rates decline, the market values of the Company’s debt securities portfolio could be subject to market value increases.

As of September 30, 2021, the Company had $446.0 million in public deposits, or 21% of total deposits. Pennsylvania state law requires the Company to maintain pledged securities on these public deposits or otherwise obtain a FHLB letter of credit or FDIC insurance for these customers. As of September 30, 2021, the balance of pledged securities required for public and trust deposits was $418.4 million, or 61% of total securities.

Quarterly, management performs a review of the investment portfolio to determine the causes of declines in the fair value of each security. The Company uses inputs provided by independent third parties to determine the fair value of its investment securities portfolio. Inputs provided by the third parties are reviewed and corroborated by management. Evaluations of the causes of the unrealized losses are performed to determine whether impairment exists and whether the impairment is temporary or other-than-temporary. Considerations such as the Company’s intent and ability to hold the securities until or sell prior to maturity, recoverability of the invested amounts over the intended holding period, the length of time and the severity in pricing decline below cost, the interest

rate environment, the receipt of amounts contractually due and whether or not there is an active market for the securities, for example, are applied, along with an analysis of the financial condition of the issuer for management to make a realistic judgment of the probability that the Company will be unable to collect all amounts (principal and interest) due in determining whether a security is other-than-temporarily impaired. If a decline in value is deemed to be other-than-temporary, the amortized cost of the security is reduced by the credit impairment amount and a corresponding charge to current earnings is recognized. During the six months ended September 30, 2021, the Company did not incur other-than-temporary impairment charges from its investment securities portfolio.

During the nine months ended September 30, 2021, the carrying value of total investments increased $294.5 million, or 75%. The growth in the investment portfolio was due to the increase in low earning cash that was used to purchase higher yielding securities. As a result of the acquisition of Landmark, the Company acquired $49.4 million in securities of which $16.5 million was retained and the remaining securities were liquidated and reinvested. The Company attempts to maintain a well-diversified and proportionate investment portfolio that is structured to complement the strategic direction of the Company. Its growth typically supplements the lending activities but also considers the current and forecasted economic conditions, the Company’s liquidity needs and interest rate risk profile.

A comparison of investment securities at September 30, 2021 and December 31, 2020 is as follows:

September 30, 2021

December 31, 2020

(dollars in thousands)

Amount

%

Amount

%

MBS - GSE residential

$

238,946

34.8

%

$

147,260

37.5

%

Obligations of states & political subdivisions

336,465

49.0

199,713

50.9

Agency - GSE

111,515

16.2

45,447

11.6

Total

$

686,926

100.0

%

$

392,420

100.0

%

As of September 30, 2021, there were no investments from any one issuer with an aggregate book value that exceeded 10% of the Company’s shareholders’ equity.

The distribution of debt securities by stated maturity and tax-equivalent yield at September 30, 2021 are as follows:

More than

More than

More than

One year or less

one year to five years

five years to ten years

ten years

Total

(dollars in thousands)

$

%

$

%

$

%

$

%

$

%

MBS - GSE residential

$

-

-

%

$

128 

3.85 

%

$

5,726 

2.09 

%

$

233,092 

1.54 

%

$

238,946 

1.55 

%

Obligations of states & political subdivisions

1,212 

4.61 

-

-

27,360 

1.59 

307,893 

2.37 

336,465 

2.32 

Agency - GSE

-

-

9,452 

2.06 

80,579 

1.26 

21,484 

1.65 

111,515 

1.40 

Total debt securities

$

1,212 

4.61 

%

$

9,580 

2.08 

%

$

113,665 

1.38 

%

$

562,469 

1.99 

%

$

686,926 

1.89 

%

In the above table, the book yields on state & municipal subdivisions were adjusted to a tax-equivalent basis using the corporate federal tax rate of 21%. In addition, average yields on securities AFS are based on amortized cost and do not reflect unrealized gains or losses.

Restricted investments in bank stock

Investment in Federal Home Loan Bank (FHLB) stock is required for membership in the organization and is carried at cost since there is no market value available. The amount the Company is required to invest is dependent upon the relative size of outstanding borrowings the Company has with the FHLB of Pittsburgh. Excess stock is repurchased from the Company at par if the amount of borrowings decline to a predetermined level. In addition, the Company earns a return or dividend based on the amount invested. Atlantic Community Bankers Bank (ACBB) stock totaling $37 thousand was acquired from the merger with Landmark in 2021. The dividends received from the FHLB totaled $104 thousand and $165 thousand for the nine months ended September 30, 2021 and 2020, respectively. The balance in FHLB and ACBB stock was $3.3 million and $2.8 million as of September 30, 2021 and December 31, 2020, respectively.

Loans held-for-sale (HFS)

Upon origination, most residential mortgages and certain Small Business Administration (SBA) guaranteed loans may be classified as held-for-sale (HFS). In the event of market rate increases, fixed-rate loans and loans not immediately scheduled to re-price would no longer produce yields consistent with the current market. In declining interest rate environments, the Company would be exposed to prepayment risk as rates on fixed-rate loans decrease, and customers look to refinance loans. Consideration is given to the Company’s current liquidity position and projected future liquidity needs. To better manage prepayment and interest rate risk, loans that meet these conditions may be classified as HFS. Occasionally, residential mortgage and/or other nonmortgage loans may be transferred from the loan portfolio to HFS. The carrying value of loans HFS is based on the lower of cost or estimated fair value. If the fair

values of these loans decline below their original cost, the difference is written down and charged to current earnings. Subsequent appreciation in the portfolio is credited to current earnings but only to the extent of previous write-downs.

As of September 30, 2021 and December 31, 2020, loans HFS consisted of residential mortgages with carrying amounts of $47.2 million and $29.8 million, respectively, which approximated their fair values. During the nine months ended September 30, 2021, residential mortgage loans with principal balances of $140.7 million were sold into the secondary market and the Company recognized net gains of $3.6 million, compared to $106.5 million and $2.0 million, respectively, during the nine months ended September 30, 2020. During the nine months ended September 30, 2021, the Company also sold one SBA guaranteed loan with a principal balance of $0.2 million and recognized a net gain on the sale of $24 thousand. During the third quarter of 2021, management decided to hold mortgages HFS longer to earn interest income. The majority of the mortgages HFS at September 30, 2021 will be transferred to loans held for investment and the remaining loans will be sold during the fourth quarter of 2021.

The Company retains mortgage servicing rights (MSRs) on loans sold into the secondary market. MSRs are retained so that the Company can foster personal relationships. At September 30, 2021 and December 31, 2020, the servicing portfolio balance of sold residential mortgage loans was $433.3 million and $366.5 million, respectively, with mortgage servicing rights of $1.8 million and $1.3 million for the same periods, respectively.

Loans and leases

As of September 30, 2021, the Company had gross loans and leases, including originated and acquired loans and leases, totaling $1.39 billion compared to $1.12 billion at December 31, 2020, an increase of $270 million, or 24%.

Growth in the portfolio was attributed to a $39 million, or 4%, increase in the originated portfolio and a $231 million, or 110%, increase in the acquired portfolio. Growth in the originated portfolio was primarily attributed to the commercial real estate portfolio, resulting from the origination of several large commercial real estate loans during 2021, and the residential portfolio, stemming from the strength of the housing market in the Company’s service area and the low interest rate environment. Growth in the acquired portfolio was attributed to the $299 million in loans added to the Company’s balance sheet from the Landmark merger, which closed in the third quarter of 2021.

The composition of the loan portfolio at September 30, 2021 and December 31, 2020 is summarized as follows:

September 30, 2021

December 31, 2020

(dollars in thousands)

Amount

%

Amount

%

Commercial and industrial

$

264,170 

19.0 

%

$

280,757 

25.0 

%

Commercial real estate:

Non-owner occupied

306,537 

22.0 

192,143 

17.1 

Owner occupied

247,563 

17.8 

179,923 

16.1 

Construction

12,081 

0.9 

10,231 

0.9 

Consumer:

Home equity installment

47,331 

3.4 

40,147 

3.6 

Home equity line of credit

53,747 

3.9 

49,725 

4.4 

Auto

121,080 

8.7 

98,386 

8.8 

Direct finance leases

23,661 

1.7 

20,095 

1.8 

Other

7,701 

0.6 

7,602 

0.7 

Residential:

Real estate

271,760 

19.5 

218,445 

19.5 

Construction

34,519 

2.5 

23,357 

2.1 

Gross loans

1,390,150 

100.0 

%

1,120,811 

100.0 

%

Less:

Allowance for loan losses

(15,601)

(14,202)

Unearned lease revenue

(1,312)

(1,159)

Net loans

$

1,373,237 

$

1,105,450 

Loans held-for-sale

$

47,159 

$

29,786 

Commercial & industrial and commercial real estate

As of September 30, 2021, the commercial loan portfolio increased by $167 million, or 25%, to $830 million over the December 31, 2020 balance of $663 million as $170 million in growth in the acquired portfolio related to the Landmark merger was offset by $3 million in contraction in the originated portfolio. Excluding the $51 million reduction in PPP loans during the nine months ended

September 30, 2021, the originated commercial portfolio grew $48 million due to the origination of several large CRE loans during the year.

The commercial loan portfolio consisted of $499 million in originated loans, including $51 million in PPP loans, and $331 million in loans acquired from MNB and Landmark as of September 30, 2021.

Paycheck Protection Program Loans

The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and provided over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration (SBA) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (PPP).

As a qualified SBA lender, the Company was automatically authorized to originate PPP loans, and during the second and third quarter of 2020, the Company originated 1,551 loans totaling $159 million under the Paycheck Protection Program.

Under the PPP, the entire principal amount of the borrower’s loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount, so long as the employer maintains or quickly rehires employees and maintains salary levels and 60% of the loan proceeds are used for payroll expenses, with the remaining 40% of the loan proceeds used for other qualifying expenses.

As part of the Economic Relief Act, which became law on December 27, 2020, an additional $284 billion of federal resources was allocated to a reauthorized and revised PPP. On January 19, 2021, the Company began processing and originating PPP loans for this second round, which subsequently ended on May 31, 2021, and during this round, the Company originated 1,022 loans totaling $77 million.

Beginning in the fourth quarter of 2020 and continuing during 2021, the Company submitted PPP forgiveness applications to the SBA, and through September 30, 2021, the Company received forgiveness or paydowns of $183 million, or 77%, of the original PPP loan balances of $236 million with $156 million occurring during the nine months ended September 30, 2021.

As a PPP lender, the Company received fee income of approximately $9.9 million with $7.7 million recognized to date, including $3.3 million of PPP fee income recognized during 2020 and $4.4 million recognized during the nine months ended September 30, 2021. Unearned fees attributed to PPP loans, net of $0.1 million in fees paid to referral sources as prescribed by the SBA under the PPP, were $2.1 million as of September 30, 2021.

The PPP loans originated by size were as follows as of September 30, 2021:

(dollars in thousands)

Balance originated

Current balance

Total SBA fee

SBA fee recognized

$150,000 or less

$

76,594

$

19,237

$

4,866

$

3,578

Greater than $150,000 but less than $2,000,000

128,082

34,225

4,765

3,799

$2,000,000 or higher

31,656

-

316

316

Total PPP loans originated

$

236,332

$

53,462

$

9,947

$

7,693

The table above does not include the $20.3 million in PPP loans acquired as a result of the merger with Landmark during the third quarter of 2021. As of September 30, 2021, the balance of outstanding acquired PPP loans was $13.4 million.

Consumer

The consumer loan portfolio consisted of home equity installment, home equity line of credit, auto, direct finance leases and other consumer loans.

As of September 30, 2021, the consumer loan portfolio increased by $38 million, or 17%, to $254 million compared to the December 31, 2020 balance of $216 million, due to $31 million in growth in the acquired portfolio related to the Landmark merger and $7 million in growth in the originated portfolio, specifically from the home equity line of credit and direct finance lease portfolios.

Residential

As of September 30, 2021, the residential loan portfolio increased by $64 million, or 27%, to $306 million compared to the December 31, 2020 balance of $242 million due to $30 million in growth in the acquired portfolio related to the Landmark merger and $34 million in growth in the originated portfolio due to the strength of the housing market in the Company’s service area and the low interest rate environment.

The residential loan portfolio consisted primarily of held-for-investment residential loans for primary residences. Originated loans totaled $238 million and acquired loans totaled $68 million as of September 30, 2021 compared to originated loans of $204 million and acquired loans of $38 million as of December 31, 2020.

The Company’s service team is experienced, knowledgeable, and dedicated to servicing the community and its clients. The Company will continue to provide products and services that benefit our clients as well as the community which is very important to our success.

There is much uncertainty regarding the effects COVID-19 may have on demand for loans and leases. The Company has been proactively trying to reach out to customers to understand their needs during this crisis.

Allowance for loan losses

Management evaluates the credit quality of the Company’s loan portfolio and performs a formal review of the adequacy of the allowance for loan losses (allowance) on a quarterly basis. The allowance reflects management’s best estimate of the amount of credit losses in the loan portfolio. Management’s judgment is based on the evaluation of individual loans, experience, the assessment of current economic conditions and other relevant factors including the amounts and timing of cash flows expected to be received on impaired loans. Those estimates may be susceptible to significant change. The provision for loan losses represents the amount necessary to maintain an appropriate allowance. Loan losses are charged directly against the allowance when loans are deemed to be uncollectible. Recoveries from previously charged-off loans are added to the allowance when received.

Management applies two primary components during the loan review process to determine proper allowance levels. The two components are a specific loan loss allocation for loans that are deemed impaired and a general loan loss allocation for those loans not specifically allocated. The methodology to analyze the adequacy of the allowance for loan losses is as follows:

identification of specific impaired loans by loan category;

calculation of specific allowances where required for the impaired loans based on collateral and other objective and quantifiable evidence;

determination of loans with similar credit characteristics within each class of the loan portfolio segment and eliminating the impaired loans;

application of historical loss percentages (trailing twelve-quarter average) to pools to determine the allowance allocation; and

application of qualitative factor adjustment percentages to historical losses for trends or changes in the loan portfolio, regulations, and/or current economic conditions.

A key element of the methodology to determine the allowance is the Company’s credit risk evaluation process, which includes credit risk grading of individual commercial loans. Commercial loans are assigned credit risk grades based on the Company’s assessment of conditions that affect the borrower’s ability to meet its contractual obligations under the loan agreement. That process includes reviewing borrowers’ current financial information, historical payment experience, credit documentation, public information and other information specific to each individual borrower. Upon review, the commercial loan credit risk grade is revised or reaffirmed. The credit risk grades may be changed at any time management determines an upgrade or downgrade may be warranted. The credit risk grades for the commercial loan portfolio are considered in the reserve methodology and loss factors are applied based upon the credit risk grades. The loss factors applied are based upon the Company’s historical experience as well as what management believes to be best practices and within common industry standards. Historical experience reveals there is a direct correlation between the credit risk grades and loan charge-offs. The changes in allocations in the commercial loan portfolio from period-to-period are based upon the credit risk grading system and from periodic reviews of the loan portfolio.

Acquired loans are initially recorded at their acquisition date fair values with no carryover of the existing related allowance for loan losses. Fair values are based on a discounted cash flow methodology that involves assumptions and judgements as to credit risk, expected lifetime losses, environmental factors, collateral values, discount rates, expected payments and expected prepayments. Upon acquisition, in accordance with GAAP, the Company has individually determined whether each acquired loan is within the scope of ASC 310-30. These loans are deemed purchased credit impaired loans and the excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the non-accretable discount.

Acquired ASC 310-20 loans, which are loans that did not meet the criteria of ASC 310-30, were pooled into groups of similar loans based on various factors including borrower type, loan purpose, and collateral type. These loans are initially recorded at fair value and include credit and interest rate marks associated with purchase accounting adjustments. Purchase premiums or discounts are subsequently amortized as an adjustment to yield over the estimated contractual lives of the loans. There is no allowance for loan losses established at the acquisition date for acquired performing loans. An allowance for loan losses is recorded for any credit deterioration in these loans after acquisition. As of September 30, 2021, no allowance was recorded for credit deterioration in acquired loans.

Each quarter, management performs an assessment of the allowance for loan losses. The Company’s Special Assets Committee meets quarterly, and the applicable lenders discuss each relationship under review and reach a consensus on the appropriate estimated loss amount, if applicable, based on current accounting guidance. The Special Assets Committee’s focus is on ensuring the pertinent facts are considered regarding not only loans considered for specific reserves, but also the collectability of loans that may be past due. The assessment process also includes the review of all loans on non-accrual status as well as a review of certain loans to which the lenders or the Credit Administration function have assigned a criticized or classified risk rating.


The following tables set forth the activity in the allowance for loan losses and certain key ratios for the period indicated:

As of and for the

As of and for the

As of and for the

nine months ended

twelve months ended

nine months ended

(dollars in thousands)

September 30, 2021

December 31, 2020

September 30, 2020

Balance at beginning of period

$

14,202 

$

9,747 

$

9,747 

Charge-offs:

Commercial and industrial

(120)

(372)

(265)

Commercial real estate

(209)

(465)

(410)

Consumer

(110)

(296)

(184)

Residential

(43)

(35)

(35)

Total

(482)

(1,168)

(894)

Recoveries:

Commercial and industrial

20 

26 

24 

Commercial real estate

241 

30 

22 

Consumer

70 

120 

93 

Residential

-

197 

192 

Total

331 

373 

331 

Net charge-offs

(151)

(795)

(563)

Provision for loan losses

1,550 

5,250 

3,700 

Balance at end of period

$

15,601 

$

14,202 

$

12,884 

Allowance for loan losses to total loans

1.12 

%

1.27 

%

1.13 

%

Net charge-offs to average total loans outstanding

0.02 

%

0.08 

%

0.08 

%

Average total loans

$

1,248,495 

$

1,019,373 

$

975,294 

Loans 30 - 89 days past due and accruing

$

1,086 

$

1,598 

$

1,254 

Loans 90 days or more past due and accruing

$

112 

$

61 

$

81 

Non-accrual loans

$

2,747 

$

3,769 

$

3,941 

Allowance for loan losses to non-accrual loans

5.68 

x

3.77 

x

3.27 

x

Allowance for loan losses to non-performing loans

5.46 

x

3.71 

x

3.20 

x

For the nine months ended September 30, 2021, the allowance increased $1.4 million, or 10%, to $15.6 million from $14.2 million at December 31, 2020 due to provisioning of $1.6 million partially offset by $0.2 million in net charge-offs. The allowance for loan and lease losses decreased as a percentage of total loans to 1.12% from 1.27% at December 31, 2020 as the growth in the loan portfolio (24%) outpaced the growth in the allowance for loan losses (10%) during the same period.

Loans acquired from the MNB and Landmark mergers (performing and non-performing) were initially recorded at their acquisition-date fair values. Since there is no initial credit valuation allowance recorded under this method, the Company establishes a post-acquisition allowance of loan losses to record losses which may subsequently arise on the acquired loans. Since no deterioration was noted for any such loans following acquisition, no allowance for loan and lease losses was provided at this time.

PPP loans made to eligible borrowers have a 100% SBA guarantee. Given this guarantee, no allowance for loan and lease losses was recorded for these loans.

Management believes that the current balance in the allowance for loan losses is sufficient to meet the identified potential credit quality issues that may arise and other issues unidentified but inherent to the portfolio. Potential problem loans are those where there is known information that leads management to believe repayment of principal and/or interest is in jeopardy and the loans are currently neither on non-accrual status nor past due 90 days or more.

During the first quarter of 2021, management increased the qualitative factors associated with its commercial, consumer, and residential portfolios related to the rise in rates that occurred during the quarter, and the adverse impact that these increased rates are anticipated to have on estimated credit losses.

During the second quarter of 2021, management increased the qualitative factors associated with its commercial & industrial portfolio related to the rising delinquency observed during this period, which was on a worsening trend on both a quarter-over-quarter and year-over-year basis.

During the third quarter of 2021, management reduced the qualitative factors associated with its commercial, consumer, and

residential portfolios related to the improvement in the economic environment compared to the prior period, which was attributed to the improving key risk indicators used in the analysis including: national unemployment rate, personal consumer expenditures, industrial production and consumer sentiment.

Management will continue to monitor the potential for increased risk exposure due to the adverse economic impact of a prolonged COVID-19 pandemic. Should the duration and/or severity of the pandemic’s economic impact increase, management will take measures commensurate with the then observed risk to increase the provision for loan losses and, by extension, the allowance for loan and lease losses as appropriate.

The allocation of net charge-offs among major categories of loans are as follows for the periods indicated:

For the nine

% of Total

For the nine

% of Total

months ended

Net

months ended

Net

(dollars in thousands)

September 30, 2021

Charge-offs

September 30, 2020

Charge-offs

Net charge-offs

Commercial and industrial

$

(100)

66 

%

$

(241)

43 

%

Commercial real estate

33 

(22)

(388)

69 

Consumer

(40)

27 

(91)

16 

Residential

(43)

29 

157 

(28)

Total net charge-offs

$

(150)

100 

%

$

(563)

100 

%

For the nine months ended September 30, 2021, net charge-offs against the allowance totaled $150 thousand compared with net charge-offs of $563 thousand for the nine months ended September 30, 2020, representing a $413 thousand, or 74%, decrease. This decrease was attributed to general economic improvement and continued high levels of liquidity for the Company’s customers.

For a discussion on the provision for loan losses, see the “Provision for loan losses,” located in the results of operations section of management’s discussion and analysis contained herein.

The allowance for loan losses can generally absorb losses throughout the loan portfolio. However, in some instances an allocation is made for specific loans or groups of loans. Allocation of the allowance for loan losses for different categories of loans is based on the methodology used by the Company, as previously explained. The changes in the allocations from period-to-period are based upon quarter-end reviews of the loan portfolio.

Allocation of the allowance among major categories of loans for the periods indicated, as well as the percentage of loans in each category to total loans, is summarized in the following table. This table should not be interpreted as an indication that charge-offs in future periods will occur in these amounts or proportions, or that the allocation indicates future charge-off trends. When present, the portion of the allowance designated as unallocated is within the Company’s guidelines:

September 30, 2021

December 31, 2020

September 30, 2020

Category

Category

Category

% of

% of

% of

(dollars in thousands)

Allowance

Loans

Allowance

Loans

Allowance

Loans

Category

Commercial real estate

$

7,285 

41 

%

$

6,383 

34 

%

$

5,843 

33 

%

Commercial and industrial

2,441 

19 

2,407 

25 

1,848 

27 

Consumer

2,446 

18 

2,552 

19 

2,272 

19 

Residential real estate

3,013 

22 

2,781 

22 

2,870 

21 

Unallocated

416 

-

79 

-

51 

-

Total

$

15,601 

100 

%

$

14,202 

100 

%

$

12,884 

100 

%

As of September 30, 2021, the commercial loan portfolio, consisting of CRE and C&I loans, comprised 62% of the total allowance for loan losses compared with 62% on December 31, 2020 and 60% on September 30, 2020. The 2% year-over-year increase in the commercial loan allowance allocation resulted from increased risk in the commercial portfolio due residual economic impact due to the COVID-19 pandemic.

As of September 30, 2021, the consumer loan portfolio comprised 16% of the total allowance for loan losses compared with 18% on December 31, 2020 and September 30, 2020. The 2% decrease in the consumer loan allowance allocation was the result of relatively higher allocation in the commercial portfolio combined with improving household financial status from increased liquidity and strengthening employment prospects.

As of September 30, 2021, the residential loan portfolio comprised 19% of the total allowance for loan losses compared with 20% on December 31, 2020 and 22% on September 30, 2020. The 1% and 3% decrease, respectively, was the result of the relatively higher

allocation in the commercial portfolio combined with improving household financial status from increased liquidity and strengthening employment prospects.

As of September 30, 2021, the unallocated reserve, representing the portion of the allowance not specifically identified with a loan or groups of loans, comprised 3% of the total allowance for loan losses compared with less than 1% of the total allowance for loan losses on December 31, 2020 and September 30, 2020. Management elected to retain a higher unallocated reserve due to increasing uncertainty over Federal Reserve response to persistently high inflation and uncertainty over the impact on consumer demand due to continued supply chain problems heading into the critical holiday season.

Non-performing assets

The Company defines non-performing assets as accruing loans past due 90 days or more, non-accrual loans, troubled debt restructurings (TDRs), other real estate owned (ORE) and repossessed assets.

The following table sets forth non-performing assets data as of the period indicated:

(dollars in thousands)

September 30, 2021

December 31, 2020

September 30, 2020

Loans past due 90 days or more and accruing

$

112

$

61

$

81

Non-accrual loans *

2,747

3,769

3,941

Total non-performing loans

2,859

3,830

4,022

Troubled debt restructurings

2,479

2,571

2,579

Other real estate owned and repossessed assets

803

256

376

Total non-performing assets

$

6,141

$

6,657

$

6,977

Total loans, including loans held-for-sale

$

1,435,997

$

1,149,438

$

1,151,010

Total assets

$

2,411,799

$

1,699,510

$

1,711,043

Non-accrual loans to total loans

0.19%

0.33%

0.34%

Non-performing loans to total loans

0.20%

0.33%

0.35%

Non-performing assets to total assets

0.25%

0.39%

0.41%

* In the table above, the amount includes non-accrual TDRs of $0.6 million as of September 30, 2021, $0.7 million as of December 31, 2020 and $0.5 million as of September 30, 2020.

Management routinely reviews the loan portfolio to identify loans that are either delinquent or are otherwise deemed by management unable to repay in accordance with contractual terms. Generally, loans of all types are placed on non-accrual status if a loan of any type is past due 90 or more days or if collection of principal and interest is in doubt. Further, unsecured consumer loans are charged-off when the principal and/or interest is 90 days or more past due. Uncollected interest income accrued on all loans placed on non-accrual is reversed and charged to interest income.

Non-performing assets represented 0.25% of total assets at September 30, 2021 compared with 0.39% at December 31, 2020 and 0.41% at September 30, 2020. The year-to-date improvement in the non-performing assets ratio was the result of the $0.5 million, or 8%, decrease in non-performing assets, specifically non-accrual loans, coupled with the $713 million, or 42%, increase in total assets to $2.4 billion at September 30, 2021.

From December 31, 2020 to September 30, 2021, non-accrual loans declined $1.0 million, or 27%, from $3.8 million to $2.8 million. The $1.0 million decline in non-accrual loans was the result of $1.3 million in payments, $0.3 million in charge-offs, and $0.1 million in moves to ORE offset by $0.7 million in additions. At September 30, 2021, there were a total of 34 loans to 30 unrelated borrowers with balances that ranged from less than $1 thousand to $0.5 million. At December 31, 2020, there were a total of 46 loans to 38 unrelated borrowers with balances that ranged from less than $1 thousand to $0.5 million.

There were two full recourse auto loans and one consumer other loan totaling $112 thousand that were over 90 days past due as of September 30, 2021 compared to two direct finance leases totaling $61 thousand that were over 90 days past due as of December 31, 2020. The Company seeks payments from all past due customers through an aggressive customer communication process. A past due loan will be placed on non-accrual at the 90-day point when it is deemed that a customer is non-responsive and uncooperative to collection efforts.


The composition of non-performing loans as of September 30, 2021 is as follows:

Past due

Gross

90 days or

Non-

Total non-

% of

loan

more and

accrual

performing

gross

(dollars in thousands)

balances

still accruing

loans

loans

loans

Commercial and industrial

$

264,170

$

-

$

259

$

259

0.10%

Commercial real estate:

Non-owner occupied

306,537

-

601

601

0.20%

Owner occupied

247,563

-

1,020

1,020

0.41%

Construction

12,081

-

-

-

-

Consumer:

Home equity installment

47,331

-

27

27

0.06%

Home equity line of credit

53,747

-

97

97

0.18%

Auto loans

121,080

111

49

160

0.13%

Direct finance leases *

22,349

-

-

-

-

Other

7,701

1

-

1

0.01%

Residential:

Real estate

271,760

-

694

694

0.26%

Construction

34,519

-

-

-

-

Loans held-for-sale

47,159

-

-

-

-

Total

$

1,435,997

$

112

$

2,747

$

2,859

0.20%

*Net of unearned lease revenue of $1.3 million.

Payments received from non-accrual loans are recognized on a cost recovery method. Payments are first applied to the outstanding principal balance, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of interest income. If the non-accrual loans that were outstanding as of September 30, 2021 had been performing in accordance with their original terms, the Company would have recognized interest income with respect to such loans of $144 thousand.

The following tables set forth the activity in TDRs for the periods indicated:

As of and for the nine months ended September 30, 2021

Accruing

Non-accruing

Commercial

Commercial

Commercial

(dollars in thousands)

real estate

real estate

& industrial

Total

Troubled Debt Restructures:

Beginning balance

$

2,571

$

456

$

206

$

3,233

Additions

2

-

-

2

Pay downs / payoffs

(94)

(37)

(6)

(137)

Charge offs

-

-

(65)

(65)

Ending balance

$

2,479

$

419

$

135

$

3,033

Number of loans

7

1

2

10

As of and for the year ended December 31, 2020

Accruing

Non-accruing

Commercial

Commercial

Commercial

(dollars in thousands)

real estate

real estate

& industrial

Total

Troubled Debt Restructures:

Beginning balance

$

991

$

561

$

-

$

1,552

Additions

1,600

2

206

1,808

Pay downs / payoffs

(20)

(8)

-

(28)

Charge offs

-

(99)

-

(99)

Ending balance

$

2,571

$

456

$

206

$

3,233

Number of loans

8

2

2

12

The Company, on a regular basis, reviews changes to loans to determine if they meet the definition of a TDR. TDRs arise when a borrower experiences financial difficulty and the Company grants a concession that it would not otherwise grant based on current underwriting standards in order to maximize the Company’s recovery.

Consistent with Section 4013 and the Revised Statement of Section 4013 of the CARES Act, specifically “Temporary Relief From Troubled Debt Restructurings”, the Company approved requests by borrowers to modify loan terms and defer principal and/or interest payment for loans. U.S. GAAP permits the temporary suspension of TDR determination defined under ASC 310-40 provided that such modifications are made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief. This includes short-term (i.e. six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current for purposes of Section 4013 are those that are less than 30 days past due on their contractual payments at the time the modification program is implemented.

From December 31, 2020 to September 30, 2021, TDRs decreased $200 thousand, or 6%, primarily due to the payoff of a $78 thousand accruing commercial real estate TDR and charge-offs totaling $65 thousand for two non-accrual commercial real estate TDRs to a single borrower. At December 31, 2020, there were a total of 12 TDRs by 9 unrelated borrowers with balances that ranged from $1 thousand to $1.3 million, and at September 30, 2021, there were a total of 10 TDRs by 7 unrelated borrowers with balances that ranged from $50 thousand to $1.3 million.

Loans modified in a TDR may or may not be placed on non-accrual status. At September 30, 2021, there were three TDRs totaling $0.6 million that were on non-accrual status compared to four TDRs totaling $0.7 million at December 31, 2020.

Beginning the week of March 16, 2020, the Company began receiving requests for temporary modifications to the repayment structure for borrower loans. Modification terms included interest only or full payment deferral for up to 6 months. As of September 30, 2021, the Company had no COVID-related modifications outstanding. Although contractual payments have returned to normal, residual impacts on borrowers’ ability to repay due to the COVID-19 pandemic may persist.

Foreclosed assets held-for-sale

From December 31, 2020 to September 30, 2021, foreclosed assets held-for-sale (ORE) increased from $256 thousand to $803 thousand, a $547 thousand increase, which was primarily attributed to one $488 thousand ORE property that was acquired from Landmark during the third quarter of 2021.

The following table sets forth the activity in the ORE component of foreclosed assets held-for-sale:

September 30, 2021

December 31, 2020

(dollars in thousands)

Amount

#

Amount

#

Balance at beginning of period

$

256

6

$

349

7

Additions

814

5

770

10

Pay downs

-

(1)

Write downs

(14)

(36)

Sold

(253)

(6)

(826)

(11)

Balance at end of period

$

803

5

$

256

6

As of September 30, 2021, ORE consisted of five properties securing loans to five unrelated borrowers totaling $803 thousand. Four properties ($802 thousand) to four unrelated borrowers were added in 2021 and one property ($1 thousand) was added in 2017. Of the five properties, two properties are under agreement of sale and three properties are listed for sale.

As of September 30, 2021 and December 31, 2020, the Company had no other repossessed assets held-for-sale.

Cash surrender value of bank owned life insurance

The Company maintains bank owned life insurance (BOLI) for a chosen group of employees at the time of purchase, namely its officers, where the Company is the owner and sole beneficiary of the policies. BOLI is classified as a non-interest earning asset. Increases in the cash surrender value are recorded as components of non-interest income. The BOLI is profitable from the appreciation of the cash surrender values of the pool of insurance and its tax-free advantage to the Company. This profitability is used to offset a portion of current and future employee benefit costs. In March 2019, the Company invested $2.0 million in additional BOLI as a source of funding for additional life insurance benefits that provides for payments upon death for officers and employee benefit expenses related to the Company’s non-qualified SERP implemented for certain executive officers. In December 2020, the Company invested $6 million in BOLI and $5 million in BOLI with taxable annuity rider investments. As a result of the Landmark acquisition, the Company acquired $7.2 million in BOLI during the third quarter of 2021. The BOLI cash surrender value build-up can be liquidated if necessary, with associated tax costs. However, the Company intends to hold this pool of insurance, because it provides income that enhances the Company’s capital position. Therefore, the Company has not provided for deferred income taxes on the earnings from the increase in cash surrender value.

Premises and equipment

Net of depreciation, premises and equipment increased $1.8 million during the first nine months of 2021. The Company added $3.4 million in fixed assets from the Landmark merger and purchased $1.8 million in fixed assets throughout 2021. These increases were partially offset by $1.6 million in depreciation expense and $1.5 million in transfers to other assets held-for-sale. The Company expects to begin branch remodeling and corporate center planning which may increase construction in process and is evaluating its branch network looking for consolidation that makes sense for more efficient operations. On December 23, 2020, the Commonwealth of Pennsylvania authorized the release of $2.0 million in Redevelopment Assistance Capital Program (RACP) funding for the Company’s headquarters project in Lackawanna County. Although the Company was awarded the grant, funds will not be available until a final project is selected and certain requirements are met.

Other assets

During the first nine months of 2021, the $7.3 million increase in other assets was due mostly to a $4.2 million increase in deferred tax assets, $1.4 million of security settlements pending, $1.4 million transferred to other assets held-for-sale and $0.4 million increase in mortgage servicing rights.

Funds Provided:

Deposits

The Company is a community based commercial depository financial institution, member FDIC, which offers a variety of deposit products with varying ranges of interest rates and terms. Generally, deposits are obtained from consumers, businesses and public entities within the communities that surround the Company’s 23 branch offices and all deposits are insured by the FDIC up to the full extent permitted by law. Deposit products consist of transaction accounts including: savings; clubs; interest-bearing checking; money market and non-interest bearing checking (DDA). The Company also offers short- and long-term time deposits or certificates of deposit (CDs). CDs are deposits with stated maturities which can range from seven days to ten years. Cash flow from deposits is influenced by economic conditions, changes in the interest rate environment, pricing and competition. To determine interest rates on its deposit products, the Company considers local competition, spreads to earning-asset yields, liquidity position and rates charged for alternative sources of funding such as short-term borrowings and FHLB advances.

The following table represents the components of deposits as of the date indicated:

September 30, 2021

December 31, 2020

(dollars in thousands)

Amount

%

Amount

%

Interest-bearing checking

$

723,282

33.4

%

$

453,896

30.0

%

Savings and clubs

228,285

10.6

179,676

11.9

Money market

475,982

22.0

340,654

22.6

Certificates of deposit

148,949

6.9

127,783

8.5

Total interest-bearing

1,576,498

72.9

1,102,009

73.0

Non-interest bearing

586,952

27.1

407,496

27.0

Total deposits

$

2,163,450

100.0

%

$

1,509,505

100.0

%

Total deposits increased $653.9 million, or 43%, from $1.5 billion at December 31, 2020 to $2.2 billion at September 30, 2021. Non-interest bearing and interest-bearing checking accounts contributed the most to the deposit growth with increases of $179.5 million and $269.4 million, respectively. Non-interest bearing checking growth included $101.0 million acquired from the Landmark merger during the third quarter of 2021. The remaining growth was primarily due to an increase in business account balances supplemented by an increase in personal account balances. Interest-bearing checking account growth included $56.2 million in balances acquired from the Landmark merger and a $43.5 million deposit from one public customer related to federal pandemic relief. The remaining increase in interest-bearing checking accounts was primarily due to business activity, government relief due to the pandemic, seasonal tuition and tax deposits and shifts from maturing CDs. Money market accounts also increased $135.3 million, including $86.5 million acquired from Landmark, due to higher balances of personal and business accounts and shifts from other types of deposit accounts. The Company focuses on obtaining a full-banking relationship with existing checking account customers as well as forming new customer relationships. Savings accounts increased $48.6 million, including $14.5 million from the Landmark merger, due primarily to an increase in personal account balances. The Company will continue to execute on its relationship development strategy, explore the demographics within its marketplace and develop creative programs for its customers. For the last quarter of 2021, the Company expects deposit growth to fund asset growth with expansion in the new Lehigh Valley market and the acquisition of Landmark during the third quarter. With pandemic-related restrictions fully lifted, the Company anticipates personal and business spending to increase and therefore average deposit balances to decline. Seasonal public deposit fluctuations are usual, and at times may partially offset future deposit growth.

During the first nine months of 2021, CDs increased $21.2 million due to the $65.0 million in CDs acquired from the merger with

Landmark. Otherwise, CD balances continue to decline as rates dropped during 2020 and 2021 and previous years' promotional CDs reached maturity. Of the balance of outstanding CDs at September 30, 2021, $78.6 million, or 53%, had a balance at December 31, 2020 and $60.4 million, or 41%, were acquired from the merger with Landmark. The majority of the remaining maturing CD balances were transferred to transactional accounts primarily interest-bearing checking and money market accounts. During the third quarter of 2021, $12.0 million in CDs from one public customer was transferred to an interest-bearing checking account. The Company will continue to pursue strategies to grow and retain retail and business customers with an emphasis on deepening and broadening existing and creating new relationships.

The Company uses the Certificate of Deposit Account Registry Service (CDARS) reciprocal program and Insured Cash Sweep (ICS) reciprocal program to obtain FDIC insurance protection for customers who have large deposits that at times may exceed the FDIC maximum insured amount of $250,000. In the CDARS program, deposits with varying terms and interest rates, originated in the Company’s own markets, are exchanged for deposits of other financial institutions that are members in the CDARS network. By placing the deposits in other participating institutions, the deposits of our customers are fully insured by the FDIC. In return for deposits placed with network institutions, the Company receives from network institutions deposits that are approximately equal in amount and are comprised of terms similar to those placed for our customers. Deposits the Company receives from other institutions are considered reciprocal deposits by regulatory definitions. The Company did not have any CDARs as of September 30, 2021 and December 31, 2020. As of September 30, 2021 and December 31, 2020, ICS reciprocal deposits represented $32.8 million and $46.2 million, or 2% and 3%, of total deposits which are included in interest-bearing checking accounts in the table above. The $13.3 million decrease in ICS deposits is primarily due to public funds deposit transfers from ICS accounts to other interest-bearing checking accounts.

The maturity distribution of certificates of deposit at September 30, 2021 is as follows:

More than

More than

More

Three months

three months

six months to

than twelve

(dollars in thousands)

or less

to six months

twelve months

months

Total

CDs of $100,000 or more

$

18,100

$

17,594

$

11,400

$

14,787

$

61,881

CDs of less than $100,000

20,667

17,027

25,831

23,466

86,991

Total CDs

$

38,767

$

34,621

$

37,231

$

38,253

$

148,872

There is a remaining time deposit premium of $77 thousand that will be amortized into income on a level yield amortization method over the contractual life of the deposits.

Certificates of deposit of $250,000 or more amounted to $23.5 million and $41.1 million as of September 30, 2021 and December 31, 2020, respectively.

Approximately 26% of the CDs, with a weighted-average interest rate of 0.37%, are scheduled to mature during the last quarter of 2021 and an additional 56%, with a weighted-average interest rate of 0.39%, are scheduled to mature during 2022. Renewing CDs are currently expected to re-price to lower market rates depending on the rate on the maturing CD, the pace and direction of interest rate movements, the shape of the yield curve, competition, the rate profile of the maturing accounts and depositor preference for alternative, non-term products. The Company plans to address repricing CDs in the ordinary course of business on a relationship basis and is prepared to match rates when prudent to maintain relationships. Growth in CD accounts is challenged by the current and expected rate environment and clients’ preference for short-term rates, as well as aggressive competitor rates. The Company is not currently offering any CD promotions but may resume promotions in the future. The Company will consider the needs of the customers and simultaneously be mindful of the liquidity levels, borrowing rates and the interest rate sensitivity exposure of the Company.

Borrowings

Borrowings are used as a complement to deposit generation as an alternative funding source whereby the Company will borrow under advances from the FHLB of Pittsburgh and other correspondent banks for asset growth and liquidity needs.

Short-term borrowings may include overnight balances with FHLB line of credit and/or correspondent bank’s federal funds lines which the Company may require to fund daily liquidity needs such as deposit outflow, loan demand and operations. There were no short-term borrowings as of September 30, 2021 and December 31, 2020 as growth in deposits funded asset growth.

As of September 30, 2021, the Company had 18 secured borrowing agreements with third parties based on 9 loans totaling $16.9 million that were acquired during the third quarter of 2021. The Company will work to resolve these loan participations classified as secured borrowings over the next year.

During the first quarter of 2021, the Company paid off $5 million in FHLB advances with a weighted average interest rate of 3.07%. The Company had no FHLB advances as of September 30, 2021. During the third quarter of 2021, the Company acquired $4.5 million in FHLB advances from the Landmark merger that was subsequently paid off. As of September 30, 2021, the Company had the ability to borrow an additional $452.6 million from the FHLB.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Management of interest rate risk and market risk analysis.

The adequacy and effectiveness of an institution’s interest rate risk management process and the level of its exposures are critical factors in the regulatory evaluation of an institution’s sensitivity to changes in interest rates and capital adequacy. Management believes the Company’s interest rate risk measurement framework is sound and provides an effective means to measure, monitor, analyze, identify and control interest rate risk in the balance sheet.

The Company is subject to the interest rate risks inherent in its lending, investing and financing activities. Fluctuations of interest rates will impact interest income and interest expense along with affecting market values of all interest-earning assets and interest-bearing liabilities, except for those assets or liabilities with a short term remaining to maturity. Interest rate risk management is an integral part of the asset/liability management process. The Company has instituted certain procedures and policy guidelines to manage the interest rate risk position. Those internal policies enable the Company to react to changes in market rates to protect net interest income from significant fluctuations. The primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on net interest income along with creating an asset/liability structure that maximizes earnings.

Asset/Liability Management. One major objective of the Company when managing the rate sensitivity of its assets and liabilities is to stabilize net interest income. The management of and authority to assume interest rate risk is the responsibility of the Company’s Asset/Liability Committee (ALCO), which is comprised of senior management and members of the board of directors. ALCO meets quarterly to monitor the relationship of interest sensitive assets to interest sensitive liabilities. The process to review interest rate risk is a regular part of managing the Company. Consistent policies and practices of measuring and reporting interest rate risk exposure, particularly regarding the treatment of non-contractual assets and liabilities, are in effect. In addition, there is an annual process to review the interest rate risk policy with the board of directors which includes limits on the impact to earnings from shifts in interest rates.

Interest Rate Risk Measurement. Interest rate risk is monitored through the use of three complementary measures: static gap analysis, earnings at risk simulation and economic value at risk simulation. While each of the interest rate risk measurements has limitations, collectively, they represent a reasonably comprehensive view of the magnitude of interest rate risk in the Company and the distribution of risk along the yield curve, the level of risk through time and the amount of exposure to changes in certain interest rate relationships.

Static Gap. The ratio between assets and liabilities re-pricing in specific time intervals is referred to as an interest rate sensitivity gap. Interest rate sensitivity gaps can be managed to take advantage of the slope of the yield curve as well as forecasted changes in the level of interest rate changes.

To manage this interest rate sensitivity gap position, an asset/liability model commonly known as cumulative gap analysis is used to monitor the difference in the volume of the Company’s interest sensitive assets and liabilities that mature or re-price within given time intervals. A positive gap (asset sensitive) indicates that more assets will re-price during a given period compared to liabilities, while a negative gap (liability sensitive) indicates the opposite effect. The Company employs computerized net interest income simulation modeling to assist in quantifying interest rate risk exposure. This process measures and quantifies the impact on net interest income through varying interest rate changes and balance sheet compositions. The use of this model assists the ALCO to gauge the effects of the interest rate changes on interest-sensitive assets and liabilities in order to determine what impact these rate changes will have upon the net interest spread. At September 30, 2021, the Company maintained a one-year cumulative gap of positive (asset sensitive) $110.3 million, or 5%, of total assets. The effect of this positive gap position provided a mismatch of assets and liabilities which may expose the Company to interest rate risk during periods of falling interest rates. Conversely, in an increasing interest rate environment, net interest income could be positively impacted because more assets than liabilities will re-price upward during the one-year period.

Certain shortcomings are inherent in the method of analysis discussed above and presented in the next table. Although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react in different degrees to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayment and early withdrawal levels may deviate significantly from those assumed in calculating the table amounts. The ability of many borrowers to service their adjustable-rate debt may decrease in the event of an interest rate increase.


The following table illustrates the Company’s interest sensitivity gap position at September 30, 2021:

More than three

More than

Three months

months to

one year

More than

(dollars in thousands)

or less

twelve months

to three years

three years

Total

Cash and cash equivalents

$

115,920

$

-

$

-

$

51,466

$

167,386

Investment securities (1)(2)

12,326

44,552

128,771

504,597

690,246

Loans and leases(2)

419,191

246,561

398,118

356,527

1,420,397

Fixed and other assets

-

52,417

-

81,353

133,770

Total assets

$

547,437

$

343,530

$

526,889

$

993,943

$

2,411,799

Total cumulative assets

$

547,437

$

890,967

$

1,417,856

$

2,411,799

Non-interest-bearing transaction deposits (3)

$

-

$

58,754

$

161,295

$

366,903

$

586,952

Interest-bearing transaction deposits (3)

598,504

-

331,618

497,427

1,427,549

Certificates of deposit

38,768

71,855

29,837

8,489

148,949

Secured borrowings

11,493

1,257

2,688

1,447

16,885

Other liabilities

-

-

-

25,895

25,895

Total liabilities

$

648,765

$

131,866

$

525,438

$

900,161

$

2,206,230

Total cumulative liabilities

$

648,765

$

780,631

$

1,306,069

$

2,206,230

Interest sensitivity gap

$

(101,328)

$

211,664

$

1,451

$

93,782

Cumulative gap

$

(101,328)

$

110,336

$

111,787

$

205,569

Cumulative gap to total assets

-4.2%

4.6%

4.6%

8.5%

(1) Includes restricted investments in bank stock and the net unrealized gains/losses on available-for-sale securities.

(2) Investments and loans are included in the earlier of the period in which interest rates were next scheduled to adjust or the period in which they are due. In addition, loans were included in the periods in which they are scheduled to be repaid based on scheduled amortization. For amortizing loans and MBS – GSE residential, annual prepayment rates are assumed reflecting historical experience as well as management’s knowledge and experience of its loan products.

(3) The Company’s demand and savings accounts were generally subject to immediate withdrawal. However, management considers a certain amount of such accounts to be core accounts having significantly longer effective maturities based on the retention experiences of such deposits in changing interest rate environments. The effective maturities presented are the recommended maturity distribution limits for non-maturing deposits based on historical deposit studies.

Earnings at Risk and Economic Value at Risk Simulations. The Company recognizes that more sophisticated tools exist for measuring the interest rate risk in the balance sheet that extend beyond static re-pricing gap analysis. Although it will continue to measure its re-pricing gap position, the Company utilizes additional modeling for identifying and measuring the interest rate risk in the overall balance sheet. The ALCO is responsible for focusing on “earnings at risk” and “economic value at risk”, and how both relate to the risk-based capital position when analyzing the interest rate risk.

Earnings at Risk. An earnings at risk simulation measures the change in net interest income and net income should interest rates rise and fall. The simulation recognizes that not all assets and liabilities re-price one-for-one with market rates (e.g., savings rate). The ALCO looks at “earnings at risk” to determine income changes from a base case scenario under an increase and decrease of 200 basis points in interest rate simulation models.

Economic Value at Risk. An earnings at risk simulation measures the short-term risk in the balance sheet. Economic value (or portfolio equity) at risk measures the long-term risk by finding the net present value of the future cash flows from the Company’s existing assets and liabilities. The ALCO examines this ratio quarterly utilizing an increase and decrease of 200 basis points in interest rate simulation models. The ALCO recognizes that, in some instances, this ratio may contradict the “earnings at risk” ratio.


The following table illustrates the simulated impact of an immediate 200 basis points upward or downward movement in interest rates on net interest income, net income and the change in the economic value (portfolio equity). This analysis assumed that the adjusted interest-earning asset and interest-bearing liability levels at September 30, 2021 remained constant. The impact of the rate movements was developed by simulating the effect of the rate change over a twelve-month period from the September 30, 2021 levels:

% change

Rates +200

Rates -200

Earnings at risk:

Net interest income

(1.5)

%

(3.7)

%

Net income

(1.6)

(6.9)

Economic value at risk:

Economic value of equity

-

(32.1)

Economic value of equity as a percent of total assets

-

(4.5)

Economic value has the most meaning when viewed within the context of risk-based capital. Therefore, the economic value may normally change beyond the Company’s policy guideline for a short period of time as long as the risk-based capital ratio (after adjusting for the excess equity exposure) is greater than 10%. At September 30, 2021, the Company’s risk-based capital ratio was 14.52%.

The table below summarizes estimated changes in net interest income over a twelve-month period beginning October 1, 2021, under alternate interest rate scenarios using the income simulation model described above:

Net interest

$

%

(dollars in thousands)

income

variance

variance

Simulated change in interest rates

+200 basis points

$

66,227

$

(990)

(1.5)

%

+100 basis points

66,370

(847)

(1.3)

Flat rate

67,217

-

-

-100 basis points

66,367

(850)

(1.3)

-200 basis points

64,746

(2,471)

(3.7)

Simulation models require assumptions about certain categories of assets and liabilities. The models schedule existing assets and liabilities by their contractual maturity, estimated likely call date or earliest re-pricing opportunity. MBS – GSE residential securities and amortizing loans are scheduled based on their anticipated cash flow including estimated prepayments. For investment securities, the Company uses a third-party service to provide cash flow estimates in the various rate environments. Savings, money market and interest-bearing checking accounts do not have stated maturities or re-pricing terms and can be withdrawn or re-price at any time. This may impact the margin if more expensive alternative sources of deposits are required to fund loans or deposit runoff. Management projects the re-pricing characteristics of these accounts based on historical performance and assumptions that it believes reflect their rate sensitivity. The model reinvests all maturities, repayments and prepayments for each type of asset or liability into the same product for a new like term at current product interest rates. As a result, the mix of interest-earning assets and interest bearing-liabilities is held constant.

Liquidity

Liquidity management ensures that adequate funds will be available to meet customers’ needs for borrowings, deposit withdrawals and maturities, facility expansion and normal operating expenses. Sources of liquidity are cash and cash equivalents, asset maturities and pay-downs within one year, loans HFS, investments AFS, growth of core deposits, utilization of borrowing capacities from the FHLB, correspondent banks, ICS and CDARs, the Discount Window of the Federal Reserve Bank of Philadelphia (FRB), Atlantic Community Bankers Bank (ACBB) and proceeds from the issuance of capital stock. Though regularly scheduled investment and loan payments are dependable sources of daily liquidity, sales of both loans HFS and investments AFS, deposit activity and investment and loan prepayments are significantly influenced by general economic conditions including the interest rate environment. During low and declining interest rate environments, prepayments from interest-sensitive assets tend to accelerate and provide significant liquidity that can be used to invest in other interest-earning assets but at lower market rates. Conversely, in periods of high or rising interest rates, prepayments from interest-sensitive assets tend to decelerate causing prepayment cash flows from mortgage loans and mortgage-backed securities to decrease. Rising interest rates may also cause deposit inflow but priced at higher market interest rates or could also cause deposit outflow due to higher rates offered by the Company’s competition for similar products. The Company closely monitors activity in the capital markets and takes appropriate action to ensure that the liquidity levels are adequate for funding, investing and operating activities.

The Company’s contingency funding plan (CFP) sets a framework for handling liquidity issues in the event circumstances arise which the Company deems to be less than normal. The Company established guidelines for identifying, measuring, monitoring and managing the resolution of potentially serious liquidity crises. The CFP outlines required monitoring tools, acceptable alternative

funding sources and required actions during various liquidity scenarios. Thus, the Company has implemented a proactive means for the measurement and resolution for handling potentially significant adverse liquidity conditions. At least quarterly, the CFP monitoring tools, current liquidity position and monthly projected liquidity sources and uses are presented and reviewed by the Company’s Asset/Liability Committee. As of September 30, 2021, the Company had not experienced any adverse issues that would give rise to its inability to raise liquidity in an emergency situation.

During the nine months ended September 30, 2021, the Company generated $98.0 million of cash. During the period, the Company’s operations provided approximately $13.9 million mostly from $44.8 million of net cash inflow from the components of net interest income, partially offset by net non-interest expense/income related payments of $22.7 million, $6.5 million of originations of loans held for sale over proceeds and $1.9 million in estimated tax payments. Cash inflow from interest-earning assets, deposits, loan payments and the sale of securities were used to purchase investment securities and replace maturing and cash runoff of securities, fund the loan portfolio, pay down borrowings, invest in bank premises and equipment and make net dividend payments. The Company received a large amount of public deposits over the past five years. The seasonal nature of deposits from municipalities and other public funding sources requires the Company to be prepared for the inherent volatility and the unpredictable timing of cash outflow from this customer base, including maintaining the requirements to pledge investment securities. Accordingly, the use of short-term overnight borrowings could be used to fulfill funding gap needs. The CFP is a tool to help the Company ensure that alternative funding sources are available to meet its liquidity needs.

During 2020 and 2021, the Company also experienced deposit inflow resulting from businesses and municipalities that received relief from the CARES Act and less consumer spending along with the third round of economic impact payments. There is uncertainty about the length of time that these deposits will remain which could require the Company to maintain elevated cash balances. The Company will continue to monitor deposit fluctuation for significant changes.

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business in order to meet the financing needs of its customers and in connection with the overall interest rate management strategy. These instruments involve, to a varying degree, elements of credit, interest rate and liquidity risk. In accordance with GAAP, these instruments are either not recorded in the consolidated financial statements or are recorded in amounts that differ from the notional amounts. Such instruments primarily include lending commitments.

Lending commitments include commitments to originate loans and commitments to fund unused lines of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

As of September 30, 2021, the Company maintained $167.4 million in cash and cash equivalents and $734.1 million of investments AFS and loans HFS. Also as of September 30, 2021, the Company had approximately $452.6 million available to borrow from the FHLB, $31.0 million from correspondent banks, $87.5 million from the FRB and $291.6 million from the Promontory One-Way Buy program. The combined total of $1.8 billion represented 73% of total assets at September 30, 2021. Management believes this level of liquidity to be strong and adequate to support current operations.

Capital

During the nine months ended September 30, 2021, total shareholders' equity increased $38.9 million, or 23%, due principally to the $35.1 million in common stock issued as a result of the acquisition of Landmark (See Footnote 9 “Acquisition” for more information) and $16.2 million in net income added into retained earnings. Capital was enhanced by $0.3 million from investments in the Company’s common stock via the Employee Stock Purchase Plan (ESPP) and $0.9 million from stock-based compensation expense from the ESPP and restricted stock and SSARs. These items were offset by an $8.8 million after tax reduction in the net unrealized gain position in the Company’s investment portfolio and $4.7 million of cash dividends declared on the Company’s common stock. The Company’s dividend payout ratio, defined as the rate at which current earnings are paid to shareholders, was 29.2% for the nine months ended September 30, 2021. The balance of earnings is retained to further strengthen the Company’s capital position.

As of September 30, 2021, the Company reported a net unrealized gain position of $0.2 million, net of tax, from the securities AFS portfolio compared to a net unrealized gain of $9.0 million as of December 31, 2020. The reduction during the first nine months of 2021 was from the $8.8 million reduction in net unrealized gains on AFS securities, net of tax. Lower net unrealized gains on municipal and mortgage-backed securities and net unrealized losses on agency securities contributed to the lower total net unrealized gains in investment portfolio. Management believes that changes in fair value of the Company’s securities are due to changes in interest rates and not in the creditworthiness of the issuers. Generally, when U.S. Treasury rates rise, investment securities’ pricing declines and fair values of investment securities also decline. While volatility has existed in the yield curve within the past twelve months, an improving rate environment is expected and during the period of increasing rates, the Company expects pricing in the bond portfolio to decline. There is no assurance that future realized and unrealized losses will not be recognized from the Company’s portfolio of investment securities. To help maintain a healthy capital position, the Company can issue stock to participants in the DRP and ESPP plans. The DRP affords the Company the option to acquire shares in open market purchases and/or issue shares directly from the Company to plan participants. During the first nine months of 2021, the Company acquired shares in the open market to fulfill the needs of the DRP. Both the DRP and the ESPP plans have been a consistent source of capital from the Company’s loyal

employees and shareholders and their participation in these plans will continue to help strengthen the Company’s balance sheet.

The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Under these guidelines, assets and certain off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets. The guidelines require all banks and bank holding companies to maintain a minimum ratio of total risk-based capital to total risk-weighted assets (Total Risk Adjusted Capital) of 8%, including Tier I common equity to total risk-weighted assets (Tier I Common Equity) of 4.5%, Tier I capital to total risk-weighted assets (Tier I Capital) of 6% and Tier I capital to average total assets (Leverage Ratio) of at least 4%. A capital conservation buffer, comprised of common equity Tier I capital, is also established above the regulatory minimum capital requirements of 2.50%. As of September 30, 2021 and December 31, 2020, the Company and the Bank exceeded all capital adequacy requirements to which it was subject.

The Company continues to closely monitor and evaluate alternatives to enhance its capital ratios as the regulatory and economic environments change. The following table depicts the capital amounts and ratios of the Company, on a consolidated basis, and the Bank as of September 30, 2021 and December 31, 2020:

For capital adequacy

To be well capitalized

For capital

purposes with capital

under prompt corrective

Actual

adequacy purposes

conservation buffer

action provisions

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of September 30, 2021:

Total capital (to risk-weighted assets)

Consolidated

$

199,387 

14.5%

$

109,873 

8.0%

$

144,209 

10.5%

N/A

N/A

Bank

$

199,628 

14.5%

$

109,859 

8.0%

$

144,189 

10.5%

$

137,323 

10.0%

Tier 1 common equity (to risk-weighted assets)

Consolidated

$

183,717 

13.4%

$

61,804 

4.5%

$

96,139 

7.0%

N/A

N/A

Bank

$

183,958 

13.4%

$

61,795 

4.5%

$

96,126 

7.0%

$

89,260 

6.5%

Tier I capital (to risk-weighted assets)

Consolidated

$

183,717 

13.4%

$

82,405 

6.0%

$

116,740 

8.5%

N/A

N/A

Bank

$

183,958 

13.4%

$

82,394 

6.0%

$

116,725 

8.5%

$

109,859 

8.0%

Tier I capital (to average assets)

Consolidated

$

183,717 

7.9%

$

93,126 

4.0%

$

93,126 

4.0%

N/A

N/A

Bank

$

183,958 

7.9%

$

92,757 

4.0%

$

92,757 

4.0%

$

115,946 

5.0%


As of December 31, 2020:

Total capital (to risk-weighted assets)

Consolidated

$

161,199 

16.5%

$

78,356 

8.0%

$

102,842 

10.5%

N/A

N/A

Bank

$

161,145 

16.5%

$

78,342 

8.0%

$

102,823 

10.5%

$

97,927 

10.0%

Tier 1 common equity (to risk-weighted assets)

Consolidated

$

148,931 

15.2%

$

44,075 

4.5%

$

68,562 

7.0%

N/A

N/A

Bank

$

148,879 

15.2%

$

44,067 

4.5%

$

68,549 

7.0%

$

63,653 

6.5%

Tier I capital (to risk-weighted assets)

Consolidated

$

148,931 

15.2%

$

58,767 

6.0%

$

83,253 

8.5%

N/A

N/A

Bank

$

148,879 

15.2%

$

58,756 

6.0%

$

83,238 

8.5%

$

78,342 

8.0%

Tier I capital (to average assets)

Consolidated

$

148,931 

8.8%

$

67,584 

4.0%

$

67,584 

4.0%

N/A

N/A

Bank

$

148,879 

8.8%

$

67,584 

4.0%

$

67,584 

4.0%

$

84,479 

5.0%

The Company advises readers to refer to the Supervision and Regulation section of Management’s Discussion and Analysis of Financial Condition and Results of Operation, of its 2020 Form 10-K for a discussion on the regulatory environment and recent legislation and rulemaking.

Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of its President and Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on such evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports the Company files or furnishes under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and are effective. The Company made no changes in its internal controls over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, these controls during the last fiscal quarter ended September 30, 2021.

PART II - Other Information

Item 1. Legal Proceedings

The nature of the Company’s business generates a certain amount of litigation involving matters arising in the ordinary course of business. However, in the opinion of the Company after consultation with legal counsel, no legal proceedings are pending, which, if determined adversely to the Company or the Bank, would have a material adverse effect on the Company’s undivided profits or financial condition, operations or the results of such operations. No legal proceedings are pending other than ordinary routine litigation incidental to the business of the Company and the Bank. In addition, to management’s knowledge, no governmental authorities have initiated or contemplated any material legal or regulatory actions against the Company or the Bank.

Item 1A. Risk Factors

Management of the Company does not believe there have been any material changes to the risk factors that were disclosed in the 2020 Form 10-K filed with the Securities and Exchange Commission on March 19, 2021.

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

None

Item 3. Default Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None


Item 6. Exhibits

The following exhibits are filed herewith or incorporated by reference as a part of this Form 10-Q:

3(i) Amended and Restated Articles of Incorporation of Registrant. Incorporated by reference to Annex B of the Proxy Statement/Prospectus included in Registrant’s Amendment 4 to its Registration Statement No. 333-90273 on Form S-4, filed with the SEC on April 6, 2000.

3(ii) Amended and Restated Bylaws of Registrant. Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed with the SEC on April 16, 2020.

2.1 Agreement and Plan of Reorganization by and among Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank, MNB Corporation and Merchants Bank of Bangor dated as of December 9, 2019. Incorporated by reference to Annex A of the Registrant’s Registration Statement No. 333-236453 on Form S-4, filed with the Commission on February 14, 2020. (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.)

2.2 Agreement and Plan of Reorganization by and among Fidelity D & D Bancorp, Inc., NEPA Acquisition Subsidiary, LLC, The Fidelity Deposit and Discount Bank, Landmark Bancorp, Inc. and Landmark Community Bank dated as of February 25, 2021. Incorporated by reference to Annex A of the Registrant’s Registration No. 333-255479 on Form S-4, filed with the Commission on April 23, 2021. (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.)

*10.1 Registrant’s 2012 Dividend Reinvestment and Stock Repurchase Plan. Incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement No. 333-183216 on Form S-3 filed with the SEC on August 10, 2012 as amended February 3, 2014.

*10.2 Registrant’s 2002 Employee Stock Purchase Plan. Incorporated by reference to Appendix A to Definitive proxy Statement filed with the SEC on March 28, 2002.

*10.3 Amended and Restated Executive Employment Agreement between Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank and Daniel J. Santaniello, dated March 23, 2011. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the SEC on March 29, 2011.

*10.4 Amended and Restated Executive Employment Agreement between Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bankand Timothy P. O’Brien, dated March 23, 2011. Incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed with the SEC on March 29, 2011.

*10.5 2012 Omnibus Stock Incentive Plan. Incorporated by reference to Appendix A to Registrant’s Definitive Proxy Statement filed with the SEC on March 30, 2012.

*10.6 2012 Director Stock Incentive Plan. Incorporated by reference to Appendix B to Registrant’s Definitive Proxy Statement filed with the SEC on March 30, 2012.

*10.7Employment Agreement between Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank and Salvatore R. DeFrancesco, Jr. dated as of March 17, 2016. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the SEC on March 18, 2016.

*10.8 Employment Agreement between Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank and Eugene J. Walsh dated as of March 29, 2017. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017.

*10.9 Form of Supplemental Executive Retirement Plan – Applicable to Daniel J. Santaniello and Salvatore R. DeFrancesco, Jr. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017.

*10.10 Form of Supplemental Executive Retirement Plan – Applicable to Eugene J. Walsh and Timothy P O’Brien. Incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017.

*10.11 Form of Split Dollar Life Insurance Agreement – Applicable to Daniel J. Santaniello, Salvatore R. DeFrancesco, Jr. and Eugene J. Walsh. Incorporated by reference to Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017.

*10.12 Form of Split Dollar Life Insurance Agreement – Applicable to Timothy P O’Brien. Incorporated by reference to Exhibit 99.4 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017.

*10.13 Employment Agreement between Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank and Michael J. Pacyna dated as of March 20, 2019. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2019.

*10.14 Form of Supplemental Executive Retirement Plan for Michael J. Pacyna. Incorporated by reference to Exhibit 99.2

to Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2019.

*10.15 Form of Split Dollar Life Insurance Agreement for Michael J. Pacyna. Incorporated by reference to Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2019.

31.1 Rule 13a-14(a) Certification of Principal Executive Officer, filed herewith.

31.2 Rule 13a-14(a) Certification of Principal Financial Officer, filed herewith.

32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

101 Interactive data files: The following, from Fidelity D&D Bancorp, Inc.’s. Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, is formatted in XBRL (eXtensible Business Reporting Language): Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020; Consolidated Statements of Income for the three and nine months ended September 30, 2021 and 2020; Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020; Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2021 and 2020; Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 and the Notes to the Consolidated Financial Statements. **

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

________________________________________________

* Management contract or compensatory plan or arrangement.

** Pursuant to Rule 406T of Regulation S-T, the interactive data files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


Signatures

FIDELITY D & D BANCORP, INC.

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.

Fidelity D & D Bancorp, Inc.

Date: November 12, 2021

/s/Daniel J. Santaniello

Daniel J. Santaniello,

President and Chief Executive Officer

Fidelity D & D Bancorp, Inc.

Date: November 12, 2021

/s/Salvatore R. DeFrancesco, Jr.

Salvatore R. DeFrancesco, Jr.,

Treasurer and Chief Financial Officer

73

EX-31.1 2 fdbc-20210930xex31_1.htm EX-31.1 Exhibit 31.1

Exhibit 31.1



CERTIFICATION





I, Daniel J. Santaniello, certify that:



1.I have reviewed this quarterly report on Form 10-Q of Fidelity D & D Bancorp, Inc.;



2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);



(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



(b)Any fraud, whether or not material, that involves management or other employees, who have a significant role in the registrant’s internal control over financial reporting.











 

Date:  November 12, 2021

 



 /s/Daniel J. Santaniello



     Daniel J. Santaniello,



     President and Chief Executive Officer




EX-31.2 3 fdbc-20210930xex31_2.htm EX-31.2 Exhibit 31.2

Exhibit 31.2



CERTIFICATION





I, Salvatore R. DeFrancesco, Jr., certify that:



1.I have reviewed this quarterly report on Form 10-Q of Fidelity D & D Bancorp, Inc.;



2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);



(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



(b)Any fraud, whether or not material, that involves management or other employees, who have a significant role in the registrant’s internal control over financial reporting.







 



 

Date:   November 12, 2021

/s/Salvatore R. DeFrancesco, Jr.



    Salvatore R. DeFrancesco, Jr.,



    Treasurer and Chief Financial Officer




EX-32.1 4 fdbc-20210930xex32_1.htm EX-32.1 Exhibit 32.1



Exhibit 32.1



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Quarterly Report on Form 10-Q of Fidelity D & D Bancorp, Inc. (the “Company”) for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Daniel J. Santaniello, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.









 

Date:    November 12, 2021

By:/s/ Daniel J. Santaniello



       Daniel J. Santaniello



       President and Chief Executive Officer




EX-32.2 5 fdbc-20210930xex32_2.htm EX-32.2 Exhibit 32.2



Exhibit 32.2





CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Quarterly Report on Form 10-Q of Fidelity D & D Bancorp, Inc. (the “Company”) for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Salvatore R. DeFrancesco, Jr., Treasurer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:



1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.



                                                          



 

Date:    November 12, 2021

By:/s/ Salvatore R. DeFrancesco, Jr.



           Salvatore R. DeFrancesco, Jr.,



           Treasurer and Chief Financial Officer




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Nature of operations and critical accounting policiesNature of operationsFidelity D & D Bancorp, Inc. (the Company) is a bank holding company and the parent of The Fidelity Deposit and Discount Bank (the Bank). The Bank is a commercial bank and trust company chartered under the laws of the Commonwealth of Pennsylvania and a wholly-owned subsidiary of the Company. Having commenced operations in 1903, the Bank is committed to provide superior customer service, while offering a full range of banking products and financial and trust services to both our consumer and commercial customers from our main office located in Dunmore and other branches located throughout Lackawanna, Northampton and Luzerne Counties and Wealth Management offices in Schuylkill and Lebanon Counties.On July 1, 2021, the Company completed its acquisition of Landmark Bancorp, Inc. (Landmark) and its wholly-owned subsidiary, Landmark Community Bank (Landmark Bank). At the time of the acquisition, Landmark merged with and into the Company with the Company surviving the merger. In addition, Landmark Bank merged with and into the Bank with the Bank as the surviving bank. On May 1, 2020, the Company completed its acquisition of MNB Corporation (MNB) and its wholly-owned subsidiary, Merchants Bank of Bangor. At the time of the acquisition, MNB merged with and into the Company with the Company surviving the merger. In addition, Merchants Bank of Bangor merged with and into the Bank with the Bank as the surviving bank. Further discussion of the acquisition of Landmark can be found in Footnote 9, “Acquisition”.Principles of consolidationThe accompanying unaudited consolidated financial statements of the Company and the Bank have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to this Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial condition and results of operations for the periods have been included. All significant inter-company balances and transactions have been eliminated in consolidation.For additional information and disclosures required under U.S. GAAP, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.Management is responsible for the fairness, integrity and objectivity of the unaudited financial statements included in this report. Management prepared the unaudited financial statements in accordance with U.S. GAAP. In meeting its responsibility for the financial statements, management depends on the Company's accounting systems and related internal controls. These systems and controls are designed to provide reasonable but not absolute assurance that the financial records accurately reflect the transactions of the Company, the Company’s assets are safeguarded and that the financial statements present fairly the financial condition and results of operations of the Company.In the opinion of management, the consolidated balance sheets as of September 30, 2021 and December 31, 2020 and the related consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of changes in shareholders’ equity for the three and nine months ended September 30, 2021 and 2020, and consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 present fairly the financial condition and results of operations of the Company. All material adjustments required for a fair presentation have been made. These adjustments are of a normal recurring nature. Certain reclassifications have been made to the 2020 financial statements to conform to the 2021 presentation. In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after September 30, 2021 through the date these consolidated financial statements were issued.This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020, and the notes included therein, included within the Company’s Annual Report filed on Form 10-K.Critical accounting policiesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses. Management believes that the allowance for loan losses at September 30, 2021 is adequate and reasonable to cover incurred losses. Given the subjective nature of identifying and estimating loan losses, it is likely that well-informed individuals could make different assumptions and could, therefore, calculate a materially different allowance amount. While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in the future. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgment of information available to them at the time of their examination.Another material estimate is the calculation of fair values of the Company’s investment securities. Fair values of investment securities are determined by pricing provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Based on experience, management is aware that estimated fair values of investment securities tend to vary among valuation services. Accordingly, when selling investment securities, price quotes may be obtained from more than one source. All of the Company’s debt securities are classified as available-for-sale (AFS). AFS debt securities are carried at fair value on the consolidated balance sheets, with unrealized gains and losses, net of income tax, reported separately within shareholders’ equity as a component of accumulated other comprehensive income (AOCI).The fair value of residential mortgage loans, classified as held-for-sale (HFS), is obtained from the Federal National Mortgage Association (FNMA) or the Federal Home Loan Bank (FHLB). Generally, the market to which the Company sells residential mortgages it originates for sale is restricted and price quotes from other sources are not typically obtained. On occasion, the Company may transfer loans from the loan portfolio to loans HFS. Under these circumstances, pricing may be obtained from other entities and the residential mortgage loans are transferred at the lower of cost or market value and simultaneously sold. For other loans transferred to HFS, pricing may be obtained from other entities or modeled and the other loans are transferred at the lower of cost or market value and then sold. As of September 30, 2021 and December 31, 2020, loans classified as HFS consisted of residential mortgage loans.Financing of automobiles, provided to customers under lease arrangements of varying terms, are accounted for as direct finance leases. Interest income on automobile direct finance leasing is determined using the interest method to arrive at a level effective yield over the life of the lease. The lease residual and the lease receivable, net of unearned lease income, are recorded within loans and leases on the balance sheet.Foreclosed assets held-for-sale includes other real estate acquired through foreclosure (ORE) and may, from time-to-time, include repossessed assets such as automobiles. ORE is carried at the lower of cost (principal balance at date of foreclosure) or fair value less estimated cost to sell. Any write-downs at the date of foreclosure are charged to the allowance for loan losses. Expenses incurred to maintain ORE properties, subsequent write downs to the asset’s fair value, any rental income received and gains or losses on disposal are included as components of other real estate owned expense in the consolidated statements of income.We account for business combinations under the purchase method of accounting. The application of this method of accounting requires the use of significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are amortized, accreted or depreciated from those that are recorded as goodwill. Estimates of the fair values of assets acquired and liabilities assumed are based upon assumptions that management believes to be reasonable.Goodwill is recorded on the consolidated balance sheets as the excess of liabilities assumed over identifiable assets acquired on the acquisition date. Goodwill is recorded at its net carrying value which represents estimated fair value. The goodwill is deductible for tax purposes over a 15-year period. Goodwill is tested for impairment on at least an annual basis. There was no goodwill impairment as of September 30, 2021 and December 31, 2020. Other acquired intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing.Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. The Company accounts for certain participation interests in commercial loans receivable (loan participation agreements) sold as a sale of financial assets pursuant to ASC 860, Transfers and Servicing. Loan participation agreements that meet the sale criteria under ASC 860 are derecognized from the Consolidated Balance Sheets at the time of transfer. If the transfer of loans does not meet the sale criteria or participating interest criteria under ASC 860, the transfer is accounted for as a secured borrowing and the loan is not de-recognized and a participating liability is recorded in the Consolidated Balance Sheets.The Company holds separate supplemental executive retirement (SERP) agreements for certain officers and an amount is credited to each participant’s SERP account monthly while they are actively employed by the bank until retirement. A deferred tax asset is provided for the non-deductible SERP expense. The Company also entered into separate split dollar life insurance arrangements with four executives providing post-retirement benefits and accrues monthly expense for this benefit. The split dollar life insurance expense is not deductible for tax purposes. Monthly expenses for the SERP and post-retirement split dollar life benefit are recorded as components of salaries and employee benefit expense on the consolidated statements of income.For purposes of the consolidated statements of cash flows, cash and cash equivalents includes cash on hand, amounts due from banks and interest-bearing deposits with financial institutions.‎ Nature of operationsFidelity D & D Bancorp, Inc. (the Company) is a bank holding company and the parent of The Fidelity Deposit and Discount Bank (the Bank). The Bank is a commercial bank and trust company chartered under the laws of the Commonwealth of Pennsylvania and a wholly-owned subsidiary of the Company. Having commenced operations in 1903, the Bank is committed to provide superior customer service, while offering a full range of banking products and financial and trust services to both our consumer and commercial customers from our main office located in Dunmore and other branches located throughout Lackawanna, Northampton and Luzerne Counties and Wealth Management offices in Schuylkill and Lebanon Counties.On July 1, 2021, the Company completed its acquisition of Landmark Bancorp, Inc. (Landmark) and its wholly-owned subsidiary, Landmark Community Bank (Landmark Bank). At the time of the acquisition, Landmark merged with and into the Company with the Company surviving the merger. In addition, Landmark Bank merged with and into the Bank with the Bank as the surviving bank. On May 1, 2020, the Company completed its acquisition of MNB Corporation (MNB) and its wholly-owned subsidiary, Merchants Bank of Bangor. At the time of the acquisition, MNB merged with and into the Company with the Company surviving the merger. In addition, Merchants Bank of Bangor merged with and into the Bank with the Bank as the surviving bank. Further discussion of the acquisition of Landmark can be found in Footnote 9, “Acquisition”. 1903 Principles of consolidationThe accompanying unaudited consolidated financial statements of the Company and the Bank have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to this Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial condition and results of operations for the periods have been included. All significant inter-company balances and transactions have been eliminated in consolidation.For additional information and disclosures required under U.S. GAAP, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.Management is responsible for the fairness, integrity and objectivity of the unaudited financial statements included in this report. Management prepared the unaudited financial statements in accordance with U.S. GAAP. In meeting its responsibility for the financial statements, management depends on the Company's accounting systems and related internal controls. These systems and controls are designed to provide reasonable but not absolute assurance that the financial records accurately reflect the transactions of the Company, the Company’s assets are safeguarded and that the financial statements present fairly the financial condition and results of operations of the Company.In the opinion of management, the consolidated balance sheets as of September 30, 2021 and December 31, 2020 and the related consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of changes in shareholders’ equity for the three and nine months ended September 30, 2021 and 2020, and consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 present fairly the financial condition and results of operations of the Company. All material adjustments required for a fair presentation have been made. These adjustments are of a normal recurring nature. Certain reclassifications have been made to the 2020 financial statements to conform to the 2021 presentation. In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after September 30, 2021 through the date these consolidated financial statements were issued.This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020, and the notes included therein, included within the Company’s Annual Report filed on Form 10-K. --12-31 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses. Management believes that the allowance for loan losses at September 30, 2021 is adequate and reasonable to cover incurred losses. Given the subjective nature of identifying and estimating loan losses, it is likely that well-informed individuals could make different assumptions and could, therefore, calculate a materially different allowance amount. While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in the future. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgment of information available to them at the time of their examination. Another material estimate is the calculation of fair values of the Company’s investment securities. Fair values of investment securities are determined by pricing provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Based on experience, management is aware that estimated fair values of investment securities tend to vary among valuation services. Accordingly, when selling investment securities, price quotes may be obtained from more than one source. All of the Company’s debt securities are classified as available-for-sale (AFS). AFS debt securities are carried at fair value on the consolidated balance sheets, with unrealized gains and losses, net of income tax, reported separately within shareholders’ equity as a component of accumulated other comprehensive income (AOCI). The fair value of residential mortgage loans, classified as held-for-sale (HFS), is obtained from the Federal National Mortgage Association (FNMA) or the Federal Home Loan Bank (FHLB). Generally, the market to which the Company sells residential mortgages it originates for sale is restricted and price quotes from other sources are not typically obtained. On occasion, the Company may transfer loans from the loan portfolio to loans HFS. Under these circumstances, pricing may be obtained from other entities and the residential mortgage loans are transferred at the lower of cost or market value and simultaneously sold. For other loans transferred to HFS, pricing may be obtained from other entities or modeled and the other loans are transferred at the lower of cost or market value and then sold. As of September 30, 2021 and December 31, 2020, loans classified as HFS consisted of residential mortgage loans. Financing of automobiles, provided to customers under lease arrangements of varying terms, are accounted for as direct finance leases. Interest income on automobile direct finance leasing is determined using the interest method to arrive at a level effective yield over the life of the lease. The lease residual and the lease receivable, net of unearned lease income, are recorded within loans and leases on the balance sheet. Foreclosed assets held-for-sale includes other real estate acquired through foreclosure (ORE) and may, from time-to-time, include repossessed assets such as automobiles. ORE is carried at the lower of cost (principal balance at date of foreclosure) or fair value less estimated cost to sell. Any write-downs at the date of foreclosure are charged to the allowance for loan losses. Expenses incurred to maintain ORE properties, subsequent write downs to the asset’s fair value, any rental income received and gains or losses on disposal are included as components of other real estate owned expense in the consolidated statements of income. We account for business combinations under the purchase method of accounting. The application of this method of accounting requires the use of significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are amortized, accreted or depreciated from those that are recorded as goodwill. Estimates of the fair values of assets acquired and liabilities assumed are based upon assumptions that management believes to be reasonable. Goodwill is recorded on the consolidated balance sheets as the excess of liabilities assumed over identifiable assets acquired on the acquisition date. Goodwill is recorded at its net carrying value which represents estimated fair value. The goodwill is deductible for tax purposes over a 15-year period. Goodwill is tested for impairment on at least an annual basis. There was no goodwill impairment as of September 30, 2021 and December 31, 2020. Other acquired intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing.Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. The Company accounts for certain participation interests in commercial loans receivable (loan participation agreements) sold as a sale of financial assets pursuant to ASC 860, Transfers and Servicing. Loan participation agreements that meet the sale criteria under ASC 860 are derecognized from the Consolidated Balance Sheets at the time of transfer. If the transfer of loans does not meet the sale criteria or participating interest criteria under ASC 860, the transfer is accounted for as a secured borrowing and the loan is not de-recognized and a participating liability is recorded in the Consolidated Balance Sheets. P15Y 0 0 The Company holds separate supplemental executive retirement (SERP) agreements for certain officers and an amount is credited to each participant’s SERP account monthly while they are actively employed by the bank until retirement. A deferred tax asset is provided for the non-deductible SERP expense. The Company also entered into separate split dollar life insurance arrangements with four executives providing post-retirement benefits and accrues monthly expense for this benefit. The split dollar life insurance expense is not deductible for tax purposes. Monthly expenses for the SERP and post-retirement split dollar life benefit are recorded as components of salaries and employee benefit expense on the consolidated statements of income. 4 For purposes of the consolidated statements of cash flows, cash and cash equivalents includes cash on hand, amounts due from banks and interest-bearing deposits with financial institutions. 2. New accounting pronouncementsIn June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (CECL). The amendments in this update require financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. Previously, when credit losses were measured under GAAP, an entity only considered past events and current conditions when measuring the incurred loss. The amendments in this update broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgement in determining the relevant information and estimation methods that are appropriate under the circumstances. The amendments in this update also require that credit losses on available-for-sale debt securities be presented as an allowance for credit losses rather than a writedown.In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, which clarifies that receivables arising from operating leases are not within the scope of Topic 326. In December 2018, regulators issued a final rule related to regulatory capital (Regulatory Capital Rule: Implementation and Transition of the Current Expected Credit Losses Methodology for Allowances and Related Adjustments to the Regulatory Capital Rule and Conforming Amendments to Other Regulations) which is intended to provide regulatory capital relief for entities transitioning to CECL. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging and Topic 825, Financial Instruments. As it relates to CECL, this guidance amends certain provisions contained in ASU 2016-13, particularly in regards to the inclusion of accrued interest in the definition of amortized cost, as well as clarifying that extension and renewal options that are not unconditionally cancelable by the entity that are included in the original or modified contract should be considered in the entity’s determination of expected credit losses.The amendments in this update are effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019 for public companies. Early adoption is permitted beginning after December 15, 2018, including interim periods within those fiscal years. An entity will apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption (modified-retrospective approach). Upon adoption, the change in this accounting guidance could result in an increase in the Company's allowance for loan losses and require the Company to record loan losses more rapidly. The Company has engaged the services of a qualified third-party service provider to assist management in estimating credit allowances under this standard and is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. On October 16, 2019, the FASB decided to move forward with finalizing its proposal to defer the effective date for ASU 2016-13 for smaller reporting companies to fiscal years beginning after December 31, 2022, including interim periods within those fiscal periods. Since the Company currently meets the SEC definition of a smaller reporting company, the delay will be applicable to the Company.In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20). The amendments in this update change the disclosure requirements for defined benefit plans. The amendments in this update are effective for fiscal years ending after December 15, 2020 for the Company. An entity should apply the amendments in this update on a retrospective basis to all periods presented. The update was adopted by the Company on January 1, 2021 and the amendments in this update did not have a material impact on the Company’s disclosures.In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The amendments in this update are elective and apply to all entities that have contracts that reference LIBOR or another reference rate expected to be discontinued. The guidance includes a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. An optional expedient simplifies accounting for contract modifications to loans receivable and debt, by prospectively adjusting the effective interest rate. The amendments in ASU 2020-04 are effective as of March 12, 2020 through December 31, 2022. The Company expects to apply the amendments prospectively for applicable loan and other contracts within the effective period of ASU 2020-04.‎ 3. Accumulated other comprehensive income The following tables illustrate the changes in accumulated other comprehensive income by component and the details about the components of accumulated other comprehensive income as of and for the periods indicated: As of and for the nine months ended September 30, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 8,952 Other comprehensive loss before reclassifications, net of tax (8,747)Amounts reclassified from accumulated other comprehensive income, net of tax (31)Net current-period other comprehensive loss (8,778)Ending balance$ 174 As of and for the three months ended September 30, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 5,331 Other comprehensive loss before reclassifications, net of tax (5,126)Amounts reclassified from accumulated other comprehensive income, net of tax (31)Net current-period other comprehensive loss (5,157)Ending balance$ 174 As of and for the nine months ended September 30, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands)securitiesBeginning balance$ 3,602 Other comprehensive income before reclassifications, net of tax 4,218Amounts reclassified from accumulated other comprehensive income, net of tax -Net current-period other comprehensive income 4,218Ending balance$ 7,820 As of and for the three months ended September 30, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands)securitiesBeginning balance$ 7,201 Other comprehensive income before reclassifications, net of tax 619Amounts reclassified from accumulated other comprehensive income, net of tax -Net current-period other comprehensive income 619Ending balance$ 7,820 Details about accumulated other comprehensive income componentsAmount reclassified from accumulated Affected line item in the statement(dollars in thousands)other comprehensive income where net income is presented For the three months For the nine months ended September 30, ended September 30, 2021 2020 2021 2020 Unrealized gains (losses) on AFS debt securities$ 40  $ - $ 40  $ - Gain (loss) on sale of investment securitiesIncome tax effect (9) - (9) - Provision for income taxesTotal reclassifications for the period$ 31  $ - $ 31  $ - Net income As of and for the nine months ended September 30, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 8,952 Other comprehensive loss before reclassifications, net of tax (8,747)Amounts reclassified from accumulated other comprehensive income, net of tax (31)Net current-period other comprehensive loss (8,778)Ending balance$ 174 As of and for the three months ended September 30, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 5,331 Other comprehensive loss before reclassifications, net of tax (5,126)Amounts reclassified from accumulated other comprehensive income, net of tax (31)Net current-period other comprehensive loss (5,157)Ending balance$ 174 As of and for the nine months ended September 30, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands)securitiesBeginning balance$ 3,602 Other comprehensive income before reclassifications, net of tax 4,218Amounts reclassified from accumulated other comprehensive income, net of tax -Net current-period other comprehensive income 4,218Ending balance$ 7,820 As of and for the three months ended September 30, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands)securitiesBeginning balance$ 7,201 Other comprehensive income before reclassifications, net of tax 619Amounts reclassified from accumulated other comprehensive income, net of tax -Net current-period other comprehensive income 619Ending balance$ 7,820 8952000 -8747000 31000 -8778000 174000 5331000 -5126000 31000 -5157000 174000 3602000 4218000 4218000 7820000 7201000 619000 619000 7820000 Details about accumulated other comprehensive income componentsAmount reclassified from accumulated Affected line item in the statement(dollars in thousands)other comprehensive income where net income is presented For the three months For the nine months ended September 30, ended September 30, 2021 2020 2021 2020 Unrealized gains (losses) on AFS debt securities$ 40  $ - $ 40  $ - Gain (loss) on sale of investment securitiesIncome tax effect (9) - (9) - Provision for income taxesTotal reclassifications for the period$ 31  $ - $ 31  $ - Net income 40000 40000 9000 9000 31000 31000 4. Investment securitiesAgency – Government-sponsored enterprise (GSE) and Mortgage-backed securities (MBS) - GSE residential Agency – GSE and MBS – GSE residential securities consist of short- to long-term notes issued by Federal Home Loan Mortgage Corporation (FHLMC), FNMA, FHLB and Government National Mortgage Association (GNMA). These securities have interest rates that are fixed and adjustable, have varying short to long-term maturity dates and have contractual cash flows guaranteed by the U.S. government or agencies of the U.S. government.Obligations of states and political subdivisions (municipal) The municipal securities are bank qualified or bank eligible, general obligation and revenue bonds rated as investment grade by various credit rating agencies and have fixed rates of interest with mid- to long-term maturities. Fair values of these securities are highly driven by interest rates. Management performs ongoing credit quality reviews on these issues.The amortized cost and fair value of investment securities at September 30, 2021 and December 31, 2020 are summarized as follows: Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueSeptember 30, 2021 Available-for-sale debt securities: Agency - GSE $ 112,949 $ 386 $ (1,820) $ 111,515Obligations of states and political subdivisions 335,011 5,527 (4,073) 336,465MBS - GSE residential 238,745 2,402 (2,201) 238,946 Total available-for-sale debt securities $ 686,705 $ 8,315 $ (8,094) $ 686,926 Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueDecember 31, 2020 Available-for-sale debt securities: Agency - GSE $ 45,146 $ 392 $ (91) $ 45,447Obligations of states and political subdivisions 192,385 7,480 (152) 199,713MBS - GSE residential 143,557 3,881 (178) 147,260 Total available-for-sale debt securities $ 381,088 $ 11,753 $ (421) $ 392,420 ‎ The amortized cost and fair value of debt securities at September 30, 2021 by contractual maturity are summarized below: Amortized Fair(dollars in thousands) cost valueAvailable-for-sale securities: Debt securities: Due in one year or less $ 985 $ 1,008Due after one year through five years 9,207 9,452Due after five years through ten years 109,420 107,939Due after ten years 328,348 329,581 MBS - GSE residential 238,745 238,946 Total available-for-sale debt securities $ 686,705 $ 686,926 Actual maturities will differ from contractual maturities because issuers and borrowers may have the right to call or repay obligations with or without call or prepayment penalty. Agency – GSE and municipal securities are included based on their original stated maturity. MBS – GSE residential, which are based on weighted-average lives and subject to monthly principal pay-downs, are listed in total. Most of the securities have fixed rates or have predetermined scheduled rate changes and many have call features that allow the issuer to call the security at par before its stated maturity without penalty.The following table presents the fair value and gross unrealized losses of debt securities aggregated by investment type, the length of time and the number of securities that have been in a continuous unrealized loss position as of September 30, 2021 and December 31, 2020: Less than 12 months More than 12 months Total Fair Unrealized Fair Unrealized Fair Unrealized(dollars in thousands) value losses value losses value losses September 30, 2021 Agency - GSE $ 87,844  $ (1,820) $ - $ - $ 87,844  $ (1,820)Obligations of states and political subdivisions 204,710  (3,882) 4,498  (191) 209,208  (4,073)MBS - GSE residential 160,399  (2,201) - - 160,399  (2,201)Total $ 452,953  $ (7,903) $ 4,498  $ (191) $ 457,451  $ (8,094)Number of securities 220  5  225  December 31, 2020 Agency - GSE $ 27,602  $ (91) $ - $ - $ 27,602  $ (91)Obligations of states and political subdivisions 15,256  (152) - - 15,256  (152)MBS - GSE residential 14,753  (178) - - 14,753  (178)Total $ 57,611  $ (421) $ - $ - $ 57,611  $ (421)Number of securities 30  - 30  The Company had 225 debt securities in an unrealized loss position at September 30, 2021, including 35 agency-GSE securities, 47 MBS – GSE residential securities and 143 municipal securities. The severity of these unrealized losses based on their underlying cost basis was as follows at September 30, 2021: 2.03% for agency - GSE, 1.35% for total MBS-GSE residential; and 1.91% for municipals. Five of these securities had been in an unrealized loss position in excess of 12 months. Management has no intent to sell any securities in an unrealized loss position as of September 30, 2021.Management believes the cause of the unrealized losses is related to changes in interest rates, instability in the capital markets or the limited trading activity due to illiquid conditions in the debt market and is not directly related to credit quality. Quarterly, management conducts a formal review of investment securities for the presence of other than temporary impairment (OTTI). The accounting guidance related to OTTI requires the Company to assess whether OTTI is present when the fair value of a debt security is less than its amortized cost as of the balance sheet date. Under those circumstances, OTTI is considered to have occurred if: (1) the entity has the intent to sell the security; (2) more likely than not the entity will be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is not sufficient to recover the entire amortized cost. The accounting guidance requires that credit-related OTTI be recognized in earnings while non-credit-related OTTI on securities not expected to be sold be recognized in other comprehensive income (OCI). Non-credit-related OTTI is based on other factors affecting market value, including illiquidity. The Company’s OTTI evaluation process also follows the guidance set forth in topics related to debt securities. The guidance set forth in the pronouncements require the Company to take into consideration current market conditions, fair value in relationship to cost, extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, current analysts’ evaluations, all available information relevant to the collectability of debt securities, the ability and intent to hold investments until a recovery of fair value which may be to maturity and other factors when evaluating for the existence of OTTI. The guidance requires that credit-related OTTI be recognized as a realized loss through earnings when there has been an adverse change in the holder’s expected cash flows such that the full amount (principal and interest) will probably not be received. This requirement is consistent with the impairment model in the guidance for accounting for debt securities.For all debt securities, as of September 30, 2021, the Company applied the criteria provided in the recognition and presentation guidance related to OTTI. That is, management has no intent to sell the securities and nor any conditions were identified by management that, more likely than not, would require the Company to sell the securities before recovery of their amortized cost basis. The results indicated there was no presence of OTTI in the Company’s security portfolio. In addition, management believes the change in fair value is attributable to changes in interest rates. Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueSeptember 30, 2021 Available-for-sale debt securities: Agency - GSE $ 112,949 $ 386 $ (1,820) $ 111,515Obligations of states and political subdivisions 335,011 5,527 (4,073) 336,465MBS - GSE residential 238,745 2,402 (2,201) 238,946 Total available-for-sale debt securities $ 686,705 $ 8,315 $ (8,094) $ 686,926 Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueDecember 31, 2020 Available-for-sale debt securities: Agency - GSE $ 45,146 $ 392 $ (91) $ 45,447Obligations of states and political subdivisions 192,385 7,480 (152) 199,713MBS - GSE residential 143,557 3,881 (178) 147,260 Total available-for-sale debt securities $ 381,088 $ 11,753 $ (421) $ 392,420 112949000 386000 1820000 111515000 335011000 5527000 4073000 336465000 238745000 2402000 2201000 238946000 686705000 8315000 8094000 686926000 45146000 392000 91000 45447000 192385000 7480000 152000 199713000 143557000 3881000 178000 147260000 381088000 11753000 421000 392420000 Amortized Fair(dollars in thousands) cost valueAvailable-for-sale securities: Debt securities: Due in one year or less $ 985 $ 1,008Due after one year through five years 9,207 9,452Due after five years through ten years 109,420 107,939Due after ten years 328,348 329,581 MBS - GSE residential 238,745 238,946 Total available-for-sale debt securities $ 686,705 $ 686,926 985000 1008000 9207000 9452000 109420000 107939000 328348000 329581000 238745000 238946000 686705000 686926000 Less than 12 months More than 12 months Total Fair Unrealized Fair Unrealized Fair Unrealized(dollars in thousands) value losses value losses value losses September 30, 2021 Agency - GSE $ 87,844  $ (1,820) $ - $ - $ 87,844  $ (1,820)Obligations of states and political subdivisions 204,710  (3,882) 4,498  (191) 209,208  (4,073)MBS - GSE residential 160,399  (2,201) - - 160,399  (2,201)Total $ 452,953  $ (7,903) $ 4,498  $ (191) $ 457,451  $ (8,094)Number of securities 220  5  225  December 31, 2020 Agency - GSE $ 27,602  $ (91) $ - $ - $ 27,602  $ (91)Obligations of states and political subdivisions 15,256  (152) - - 15,256  (152)MBS - GSE residential 14,753  (178) - - 14,753  (178)Total $ 57,611  $ (421) $ - $ - $ 57,611  $ (421)Number of securities 30  - 30  87844000 1820000 87844000 1820000 204710000 3882000 4498000 191000 209208000 4073000 160399000 2201000 160399000 2201000 452953000 7903000 4498000 191000 457451000 8094000 220 5 225 27602000 91000 27602000 91000 15256000 152000 15256000 152000 14753000 178000 14753000 178000 57611000 421000 57611000 421000 30 30 225 35 47 47 143 0.0203 0.0135 0.0191 5 5. Loans and leasesThe classifications of loans and leases at September 30, 2021 and December 31, 2020 are summarized as follows: (dollars in thousands)September 30, 2021 December 31, 2020Commercial and industrial$ 264,170 $ 280,757Commercial real estate: Non-owner occupied 306,537 192,143Owner occupied 247,563 179,923Construction 12,081 10,231Consumer: Home equity installment 47,331 40,147Home equity line of credit 53,747 49,725Auto loans 121,080 98,386Direct finance leases 23,661 20,095Other 7,701 7,602Residential: Real estate 271,760 218,445Construction 34,519 23,357Total 1,390,150 1,120,811Less: Allowance for loan losses (15,601) (14,202)Unearned lease revenue (1,312) (1,159)Loans and leases, net$ 1,373,237 $ 1,105,450 As of September 30, 2021, total loans of $1.4 billion were reflected net of deferred loan costs of $1.9 million, including $2.1 million in deferred fee income from Paycheck Protection Program (PPP) loans and $4.0 million in deferred loan costs. Net deferred loan costs of $1.7 million, including $2.2 million in deferred fee income from PPP loans and $3.9 million in deferred loan costs, have been included in the carrying values of loans at December 31, 2020.Commercial and industrial (C&I) loan balances were $264.2 million at September 30, 2021 and $280.8 million at December 31, 2020. As of September 30, 2021, the commercial and industrial loan balance included $64.7 million in PPP loans (net of deferred fees), including $13.4 million in PPP loans acquired from Landmark, compared to $129.9 million as of December 31, 2020. Excluding PPP loans, the balance of C&I loans at September 30, 2021 increased $48.7 million primarily from loans acquired from Landmark during the third quarter of 2021.Direct finance leases include the lease receivable and the guaranteed lease residual. Unearned lease revenue represents the difference between the lessor’s investment in the property and the gross investment in the lease. Unearned revenue is accrued over the life of the lease using the effective interest method.The Company services real estate loans for investors in the secondary mortgage market which are not included in the accompanying consolidated balance sheets. The approximate unpaid principal balance of mortgages serviced for others amounted to $433.3 million as of September 30, 2021 and $366.5 million as of December 31, 2020. Mortgage servicing rights amounted to $1.8 million and $1.3 million as of September 30, 2021 and December 31, 2020, respectively.Management is responsible for conducting the Company’s credit risk evaluation process, which includes credit risk grading of individual commercial and industrial and commercial real estate loans. Commercial and industrial and commercial real estate loans are assigned credit risk grades based on the Company’s assessment of conditions that affect the borrower’s ability to meet its contractual obligations under the loan agreement. That process includes reviewing borrowers’ current financial information, historical payment experience, credit documentation, public information and other information specific to each individual borrower. Upon review, the commercial loan credit risk grade is revised or reaffirmed. The credit risk grades may be changed at any time management feels an upgrade or downgrade may be warranted. The Company utilizes an external independent loan review firm that reviews and validates the credit risk program on at least an annual basis. Results of these reviews are presented to management and the board of directors. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.The global pandemic referred to as COVID-19 has created many barriers to loan production relative to the measures taken to slow the spread. These measures have put a large strain on a wide variety of industries within the global economy generally, and the Company’s market specifically. The overall economic impact and effect of the measures is yet to be fully understood as its effects will most likely lag timewise behind. Businesses and governments injected resources to help lessen the impact of the pandemic and the ultimate effect is uncertain until the government stimulus is fully utilized. Despite efforts to lessen the impact, it is the Company’s current belief that the pandemic will temporarily, or in some cases permanently, damage our borrower’s ability to repay loans and comply with terms.Paycheck Protection Program LoansThe Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and provided over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration (SBA) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (PPP).As a qualified SBA lender, the Company was automatically authorized to originate PPP loans. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrowers’ PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP.On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (Economic Aid Act) was enacted, extending the authority to make PPP loans through May 31, 2021, revising certain PPP requirements, and permitting second draw PPP loans. On March 11, 2021, the American Rescue Plan Act of 2021 (American Rescue Plan Act) was enacted expanding eligibility for first and second draw PPP loans and revising the exclusions from payroll costs for purposes of loan forgiveness.As of September 30, 2021, the Company had 840 PPP loans outstanding totaling $66.8 million, including 148 loans totaling $13.4 million acquired from the Landmark merger, which represents a $65.3 million, or 49%, decrease from the 1,246 loans totaling $132.1 million as of December 31, 2020. From the beginning of the program through September 30, 2021, the Company received forgiveness or paydowns of $182.9 million, or 77%, of the original PPP loan balances of $236.3 million (excludes Landmark-acquired PPP loans) with $155.9 million occurring during the nine months ended September 30, 2021. During the three and nine months ended September 30, 2021, the Company recognized $1.4 million and $4.2 million in SBA fees from PPP loans, net of origination expenses, compared to $1.0 million and $1.8 million for the three and nine months ended September 30, 2020. Unearned fees attributed to PPP loans, net of $0.2 million in fees paid to referral sources as prescribed by the SBA under the PPP program, were $2.1 million as of September 30, 2021.Acquired loans Acquired loans are marked to fair value on the date of acquisition. For detailed information on calculating the fair value of acquired loans, see Footnote 9, “Acquisition.”The carryover of allowance for loan losses related to acquired loans is prohibited as any credit losses in the loans are included in the determination of the fair value of the loans at the acquisition date. The allowance for loan losses on acquired loans reflects only those losses incurred after acquisition and represents the present value of cash flows expected at acquisition that is no longer expected to be collected. The Company reported provisional fair value adjustments regarding the acquired Landmark loan portfolio. Therefore, the Company did not record an allowance on the acquired non-purchased credit impaired loans. In conjunction with the quarterly evaluation of the adequacy of the allowance for loan losses, the Company performs an analysis on acquired loans to determine whether there has been subsequent deterioration in relation to those loans. If deterioration has occurred, the Company will include these loans in the calculation of the allowance for loan losses after the initial valuation and provide reserves accordingly.Upon acquisition, in accordance with U.S. GAAP, the Company has individually determined whether each acquired loan is within the scope of ASC 310-30 deemed as purchased credit impaired (PCI). As part of this process, the Company’s senior management and other relevant individuals reviewed the seller’s loan portfolio on a loan-by-loan basis to determine if any loans met the two-part definition of an impaired loan as defined by ASC 310-30: 1) Credit deterioration on the loan from its inception until the acquisition date, and 2) It is probable that not all contractual cash flows will be collected on the loan.With regards to ASC 310-30 loans, for external disclosure purposes, the aggregate contractual cash flows less the aggregate expected cash flows result in a credit related non-accretable yield amount. The aggregate expected cash flows less the acquisition date fair value result in an accretable yield amount. The accretable yield reflects the contractual cash flows management expects to collect above the loan's acquisition date fair value and will be recognized over the life of the loan on a level-yield basis as a component of interest income.Over the life of the acquired ASC 310-30 loan, the Company continues to estimate cash flows expected to be collected. Decreases in expected cash flows, other than from prepayments or rate adjustments, are recognized as impairments through a charge to the provision for credit losses resulting in an increase in the allowance for credit losses. Subsequent improvements in cash flows result in first, reversal of existing valuation allowances recognized after acquisition, if any, and next, an increase in the amount of accretable yield to be subsequently recognized on a prospective basis over the loan’s remaining life.Acquired ASC 310-30 loans that met the criteria for non-accrual of interest prior to acquisition are considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company can reasonably estimate the timing and amount of expected cash flows on such loans. Accordingly, the Company does not consider acquired contractually delinquent loans to be non-accruing and continues to recognize accretable yield on these loans which is recognized as interest income on a level yield method over the life of the loan.Acquired ASC 310-20 loans, which are loans that did not meet the criteria above, were pooled into groups of similar loans based on various factors including borrower type, loan purpose, and collateral type. For these pools, the Company used certain loan information, including outstanding principal balance, estimated expected losses, weighted average maturity, weighted average margin, and weighted average interest rate along with estimated prepayment rates, expected lifetime losses, and environment factors to estimate the expected cash flow for each loan pool.Within the ASC 310-20 loans, the Company identified certain loans that have higher risk. Although performing at the time of acquisition and likely will continue making payments in accordance with contractual terms, management elected a higher credit adjustment on these loans to reflect the greater inherent risk that the borrower will default on payments. Risk factors used to identify these loans included: loans that received COVID-19 related forbearance consistent with the regulatory guidance, loans that were in industries determined to be at greater risk to economic disruption due to COVID-19, loans that had a prior history of delinquency greater than 60 days at any point in the lifetime of the loan; loans with a Special Mention or Substandard risk rating; and/or loans borrowers in the Gasoline Station industry due to the environmental risk potential of these loans.The following table provides changes in accretable yield for all acquired loans accounted for under ASC 310-30. Loans accounted for under ASC 310-20 are not included in this table. For the nine months ended(dollars in thousands)September 30, 2021 September 30, 2020Balance at beginning of period $ 563 $ -Accretable yield on acquired loans 589 248Reclassification from non-accretable difference 197 192Accretion of accretable yield (350) (53)Balance at end of period$ 999 $ 387 The above table excludes the $275 thousand in non-accretable yield accreted to interest income for the nine months ended September 30, 2021 and $3 thousand in non-accretable yield accreted to interest income for the nine months ended September 30, 2020.During the nine months ended September 30, 2021, management performed an analysis of all loans acquired from mergers, consistent with and applicable to ASC 310-30 (Purchased Credit Impaired loans – PCI). The accretable yield balance increased from $563 thousand at December 31, 2020 to $999 thousand at September 30, 2021. The $436 thousand increase resulted from $589 thousand in accretable yield on loans acquired from the Landmark merger during the third quarter of 2021; $197 thousand reclassified from non-accretable yield to accretable yield including $129 thousand from improved collateral values and $68 thousand from payments received on PCI in excess of estimates; and $350 thousand in accretable yield accreted to interest income due to contractual payments received during the nine months ended September 30, 2021. Expected cash flows on acquired loans are estimated quarterly by incorporating several key assumptions. These key assumptions include probability of default and the number of actual prepayments after the acquisition date. Prepayments affect the estimated life of the loans and could change the amount of interest income, and possibly principal expected to be collected. In reforecasting future estimated cash flows, credit loss expectations are adjusted as necessary. Improved cash flow expectations for loans or pools are recorded first as a reversal of previously recorded impairment, if any, and then as an increase in prospective yield when all previously recorded impairment has been recaptured.‎ Non-accrual loansNon-accrual loans, segregated by class, at September 30, 2021 and December 31, 2020, were as follows: (dollars in thousands)September 30, 2021 December 31, 2020Commercial and industrial$ 259 $ 590Commercial real estate: Non-owner occupied 601 846Owner occupied 1,020 1,123Consumer: Home equity installment 27 61Home equity line of credit 97 395Auto loans 49 27Residential: Real estate 694 727Total$ 2,747 $ 3,769The table above excludes $4.4 million and $1.3 million in purchased credit impaired loans, net of unamortized fair value adjustments as of September 30, 2021 and December 31, 2020, respectively.The decision to place loans on non-accrual status is made on an individual basis after considering factors pertaining to each specific loan. C&I and CRE loans are placed on non-accrual status when management has determined that payment of all contractual principal and interest is in doubt or the loan is past due 90 days or more as to principal and interest, unless well-secured and in the process of collection. Consumer loans secured by real estate and residential mortgage loans are placed on non-accrual status at 90 days past due as to principal and interest and unsecured consumer loans are charged-off when the loan is 90 days or more past due as to principal and interest. The Company considers all non-accrual loans to be impaired loans.Troubled Debt Restructuring (TDR) A modification of a loan constitutes a TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession. The Company considers all TDRs to be impaired loans. The Company typically considers the following concessions when modifying a loan, which may include lowering interest rates below the market rate, temporary interest-only payment periods, term extensions at interest rates lower than the current market rate for new debt with similar risk and/or converting revolving credit lines to term loans. The Company typically does not forgive principal when granting a TDR modification.Consistent with Section 4013 and the Revised Statement of Section 4013 of the CARES Act, specifically “Temporary Relief From Troubled Debt Restructurings”, the Company approved requests by borrowers to modify loan terms and defer principal and/or interest payment for loans. U.S. GAAP permits the suspension of TDR determination defined under ASC 310-40 provided that such modifications are made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief. This includes short-term (i.e. six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current for purposes of Section 4013 are those that are less than 30 days past due on their contractual payments at the time the modification program is implemented.Beginning the week of March 16, 2020, the Company began receiving requests for temporary modifications to the repayment structure for borrower loans. Modification terms included interest only or full payment deferral for up to 6 months. As of September 30, 2021, the Company had no temporary modifications outstanding compared to 10 temporary modifications with principal balances totaling $2.2 million as of December 31, 2020.The following presents by class, information related to loans modified in a TDR: Loans modified as TDRs for the three months ended:(dollars in thousands)September 30, 2021 September 30, 2020 Recorded Increase in Recorded Increase in Number investment allowance Number investment allowance of (as of (as of of (as of (as of contracts period end) period end) contracts period end) period end)Commercial real estate - non-owner occupied - $ - $ - 2 $ 1,600 $ 475Total - $ - $ - 2 $ 1,600 $ 475 ‎ Loans modified as TDRs for the nine months ended:(dollars in thousands)September 30, 2021 September 30, 2020 Recorded Increase in Recorded Increase in Number investment allowance Number investment allowance of (as of (as of of (as of (as of contracts period end) period end) contracts period end) period end)Commercial real estate - non-owner occupied - $ - $ - 2 $ 1,600 $ 475Total - $ - $ - 2 $ 1,600 $ 475 In the above tables, the period end balance is inclusive of all partial pay downs and charge-offs since the modification date. For all loans modified in a TDR, the pre-modification recorded investment was the same as the post-modification recorded investment.Of the TDRs outstanding as of September 30, 2021 and 2020, when modified, the concessions granted consisted of temporary interest-only payments, extensions of maturity date, or a reduction in the rate of interest to a below-market rate for a contractual period of time. Other than the TDRs that were placed on non-accrual status, the TDRs were performing in accordance with their modified terms.Loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a TDR subsequently default, the Company evaluates the loan for possible further impairment. There were no loans modified as a TDR within the previous twelve months that subsequently defaulted (i.e. 90 days or more past due following a modification) during the three and nine months ended September 30, 2021 and 2020.The allowance for loan losses (allowance) may be increased, adjustments may be made in the allocation of the allowance or partial charge-offs may be taken to further write-down the carrying value of the loan. An allowance for impaired loans that have been modified in a TDR is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the loan’s observable market price. If the loan is collateral dependent, the estimated fair value of the collateral is used to establish the allowance.As of September 30, 2021 and 2020, the balance of outstanding TDRs was $3.0 million. As of September 30, 2021 and 2020, the allowance for impaired loans that have been modified in a TDR was $0.5 million and $0.6 million, respectively.Past due loansLoans are considered past due when the contractual principal and/or interest is not received by the due date. For loans reported 30-59 days past due, certain categories of loans are reported past due as and when the loan is in arrears for two payments or billing cycles. An aging analysis of past due loans, segregated by class of loans, as of the period indicated is as follows (dollars in thousands): Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days September 30, 2021past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 19  $ - $ 259  $ 278  $ 263,892  $ 264,170  $ -Commercial real estate: Non-owner occupied - 61  601  662  305,875  306,537  -Owner occupied 224  - 1,020  1,244  246,319  247,563  -Construction - - - - 12,081  12,081  -Consumer: Home equity installment 70  - 27  97  47,234  47,331  -Home equity line of credit 74  - 97  171  53,576  53,747  -Auto loans 458  54  160  672  120,408  121,080  111 Direct finance leases 110  7  - 117  22,232  22,349 (2) -Other 9  - 1  10  7,691  7,701  1 Residential: Real estate - - 694  694  271,066  271,760  -Construction - - - - 34,519  34,519  -Total$ 964  $ 122  $ 2,859  $ 3,945  $ 1,384,893  $ 1,388,838  $ 112 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.3 million. (3) Includes net deferred loan costs of $1.9 million.‎ Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2020past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 288  505  590  1,383  279,374  280,757  -Commercial real estate: Non-owner occupied 79  - 846  925  191,218  192,143  -Owner occupied 1  - 1,123  1,124  178,799  179,923  -Construction - - - - 10,231  10,231  -Consumer: Home equity installment 102  - 61  163  39,984  40,147  -Home equity line of credit 24  - 395  419  49,306  49,725  -Auto loans 197  25  27  249  98,137  98,386  -Direct finance leases 294  - 61  355  18,581  18,936 (2) 61 Other 9  - - 9  7,593  7,602  -Residential: Real estate - 74  727  801  217,644  218,445  -Construction - - - - 23,357  23,357  -Total$ 994  $ 604  $ 3,830  $ 5,428  $ 1,114,224  $ 1,119,652  $ 61 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.2 million. (3) Includes net deferred loan costs of $1.7 million. Impaired loans Impaired loans, segregated by class, as of the period indicated are detailed below: Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceSeptember 30, 2021 Commercial and industrial$ 422  $ 19  $ 240  $ 259  $ 19 Commercial real estate: Non-owner occupied 2,595  1,676  920  2,596  470 Owner occupied 1,904  1,438  66  1,504  387 Consumer: Home equity installment 60  - 27  27  -Home equity line of credit 137  - 97  97  -Auto loans 66  11  38  49  5 Residential: Real estate 741  550  144  694  89 Total$ 5,925  $ 3,694  $ 1,532  $ 5,226  $ 970  Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceDecember 31, 2020 Commercial and industrial$ 688  $ 549  $ 41  $ 590  $ 213 Commercial real estate: Non-owner occupied 2,960  1,677  1,171  2,848  481 Owner occupied 2,058  1,219  473  1,692  309 Consumer: Home equity installment 106  - 61  61  -Home equity line of credit 443  105  290  395  48 Auto loans 50  27  - 27  4 Residential: Real estate 774  559  168  727  151 Total$ 7,079  $ 4,136  $ 2,204  $ 6,340  $ 1,206  At September 30, 2021, impaired loans totaled $5.2 million consisting of $2.5 million in accruing TDRs and $2.7 million in non-accrual loans. At December 31, 2020, impaired loans totaled $6.3 million consisting of $2.5 million in accruing TDRs and $3.8 million in non-accrual loans. As of September 30, 2021, the non-accrual loans included three TDRs to two unrelated borrowers totaling $0.6 million compared with four TDRs to three unrelated borrowers totaling $0.7 million as of December 31, 2020.A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect the payments in accordance with the contractual terms of the loan. Factors considered in determining impairment include payment status, collateral value, and the probability of collecting payments when due. The significance of payment delays and/or shortfalls is determined on a case-by-case basis. All circumstances surrounding the loan are considered. Such factors include the length of the delinquency, the underlying reasons and the borrower’s prior payment record. Impairment is measured on these loans on a loan-by-loan basis. Impaired loans include non-accrual loans, TDRs and other loans deemed to be impaired based on the aforementioned factors.The following table presents the average recorded investments in impaired loans and related amount of interest income recognized during the periods indicated below. The average balances are calculated based on the quarter-end balances of impaired loans. Payments received from non-accruing impaired loans are first applied against the outstanding principal balance, then to the recovery of any charged-off amounts. Any excess is treated as a recovery of interest income. Payments received from accruing impaired loans are applied to principal and interest, as contractually agreed upon. For the nine months ended September 30, 2021 September 30, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 433  $ 3  $ - $ 327  $ 1  $ -Commercial real estate: Non-owner occupied 2,838  133  - 1,531  18  -Owner occupied 1,711  27  - 1,984  42  -Construction - - - - - -Consumer: Home equity installment 35  4  - 50  - -Home equity line of credit 268  20  - 341  - -Auto loans 30  - - 60  2  -Direct finance leases - - - - - -Other - - - - - -Residential: Real estate 717  - - 886  - -Construction - - - - - -Total$ 6,032  $ 187  $ - $ 5,179  $ 63  $ - ‎ For the three months ended September 30, 2021 September 30, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 325  $ - $ - $ 392  $ 1  $ -Commercial real estate: Non-owner occupied 2,676  73  - 2,545  6  -Owner occupied 1,555  7  - 1,742  9  -Construction - - - - - -Consumer: Home equity installment 27  - - 40  - -Home equity line of credit 114  - - 405  - -Auto loans 44  - - 60  2  -Direct finance leases - -   - - -Other - - - - - -Residential: Real estate 699  - - 699  - -Construction - - - - - -Total$ 5,440  $ 80  $ - $ 5,883  $ 18  $ - Credit Quality IndicatorsCommercial and industrial and commercial real estateThe Company utilizes a loan grading system and assigns a credit risk grade to its loans in the C&I and CRE portfolios. The grading system provides a means to measure portfolio quality and aids in the monitoring of the credit quality of the overall loan portfolio. The credit risk grades are arrived at using a risk rating matrix to assign a grade to each of the loans in the C&I and CRE portfolios.The following is a description of each risk rating category the Company uses to classify each of its C&I and CRE loans:PassLoans in this category have an acceptable level of risk and are graded in a range of one to five. Secured loans generally have good collateral coverage. Current financial statements reflect acceptable balance sheet ratios, sales and earnings trends. Management is competent, and a reasonable succession plan is evident. Payment experience on the loans has been good with minor or no delinquency experience. Loans with a grade of one are of the highest quality in the range. Those graded five are of marginally acceptable quality.Special MentionLoans in this category are graded a six and may be protected but are potentially weak. They constitute a credit risk to the Company but have not yet reached the point of adverse classification. Some of the following conditions may exist: little or no collateral coverage; lack of current financial information; delinquency problems; highly leveraged; available financial information reflects poor balance sheet ratios and profit and loss statements reflect uncertain trends; and document exceptions. Cash flow may not be sufficient to support total debt service requirements.SubstandardLoans in this category are graded a seven and have a well-defined weakness which may jeopardize the ultimate collectability of the debt. The collateral pledged may be lacking in quality or quantity. Financial statements may indicate insufficient cash flow to service the debt; and/or do not reflect a sound net worth. The payment history indicates chronic delinquency problems. Management is weak. There is a distinct possibility that the Company may sustain a loss. All loans on non-accrual are rated substandard. Other loans that are included in the substandard category can be accruing, as well as loans that are current or past due. Loans 90 days or more past due, unless otherwise fully supported, are classified substandard. Also, borrowers that are bankrupt or have loans categorized as TDRs can be graded substandard.DoubtfulLoans in this category are graded an eight and have a better than 50% possibility of the Company sustaining a loss, but the loss cannot be determined because of specific reasonable factors which may strengthen credit in the near-term. Many of the weaknesses present in a substandard loan exist. Liquidation of collateral, if any, is likely. Any loan graded lower than an eight is considered to be uncollectible and charged-off.‎ Consumer and residentialThe consumer and residential loan segments are regarded as homogeneous loan pools and as such are not risk rated. For these portfolios, the Company utilizes payment activity and history in assessing performance. Non-performing loans are comprised of non-accrual loans and loans past due 90 days or more and accruing. All loans not classified as non-performing are considered performing.The following table presents loans including $1.9 million and $1.7 million of deferred costs, segregated by class, categorized into the appropriate credit quality indicator category as of September 30, 2021 and December 31, 2020, respectively: Commercial credit exposureCredit risk profile by creditworthiness category September 30, 2021(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 260,216  $ 767  $ 3,187  $ - $ 264,170 Commercial real estate - non-owner occupied 285,455  14,939  6,143  - 306,537 Commercial real estate - owner occupied 224,147  7,223  16,193  - 247,563 Commercial real estate - construction 12,081  - - - 12,081 Total commercial$ 781,899  $ 22,929  $ 25,523  $ - $ 830,351  Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity September 30, 2021(dollars in thousands) Performing Non-performing TotalConsumer Home equity installment $ 47,304  $ 27  $ 47,331 Home equity line of credit 53,650  97  53,747 Auto loans 120,920  160  121,080 Direct finance leases (1) 22,349  - 22,349 Other 7,700  1  7,701 Total consumer 251,923  285  252,208 Residential Real estate 271,066  694  271,760 Construction 34,519  - 34,519 Total residential 305,585  694  306,279 Total consumer & residential $ 557,508  $ 979  $ 558,487 (1)Net of unearned lease revenue of $1.3 million. Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2020(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 272,889  $ 4,162  $ 3,706  $ - $ 280,757 Commercial real estate - non-owner occupied 179,311  6,445  6,387  - 192,143 Commercial real estate - owner occupied 167,873  3,241  8,809  - 179,923 Commercial real estate - construction 8,635  1,233  363  - 10,231 Total commercial$ 628,708  $ 15,081  $ 19,265  $ - $ 663,054  ‎ Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity December 31, 2020(dollars in thousands) Performing Non-performing Total Consumer Home equity installment $ 40,086  $ 61  $ 40,147 Home equity line of credit 49,330  395  49,725 Auto loans 98,359  27  98,386 Direct finance leases (2) 18,875  61  18,936 Other 7,602  - 7,602 Total consumer 214,252  544  214,796 Residential Real estate 217,718  727  218,445 Construction 23,357  - 23,357 Total residential 241,075  727  241,802 Total consumer & residential $ 455,327  $ 1,271  $ 456,598 (2)Net of unearned lease revenue of $1.2 million.Allowance for loan lossesManagement continually evaluates the credit quality of the Company’s loan portfolio and performs a formal review of the adequacy of the allowance on a quarterly basis. The allowance reflects management’s best estimate of the amount of credit losses in the loan portfolio. Management’s judgment is based on the evaluation of individual loans, experience, the assessment of current economic conditions and other relevant factors including the amounts and timing of cash flows expected to be received on impaired loans. Those estimates may be susceptible to significant change. Loan losses are charged directly against the allowance when loans are deemed to be uncollectible. Recoveries from previously charged-off loans are added to the allowance when received.Management applies two primary components during the loan review process to determine proper allowance levels. The two components are a specific loan loss allocation for loans that are deemed impaired and a general loan loss allocation for those loans not specifically allocated. The methodology to analyze the adequacy of the allowance for loan losses is as follows:identification of specific impaired loans by loan category;identification of specific loans that are not impaired, but have an identified potential for loss;calculation of specific allowances where required for the impaired loans based on collateral and other objective and quantifiable evidence;determination of loans with similar credit characteristics within each class of the loan portfolio segment and eliminating the impaired loans;application of historical loss percentages (trailing twelve-quarter average) to pools to determine the allowance allocation; application of qualitative factor adjustment percentages to historical losses for trends or changes in the loan portfolio.Qualitative factor adjustments include:olevels of and trends in delinquencies and non-accrual loans;olevels of and trends in charge-offs and recoveries;otrends in volume and terms of loans;ochanges in risk selection and underwriting standards;ochanges in lending policies and legal and regulatory requirements;oexperience, ability and depth of lending management;onational and local economic trends and conditions; andochanges in credit concentrations.Allocation of the allowance for different categories of loans is based on the methodology as explained above. A key element of the methodology to determine the allowance is the Company’s credit risk evaluation process, which includes credit risk grading of individual C&I and CRE loans. C&I and CRE loans are assigned credit risk grades based on the Company’s assessment of conditions that affect the borrower’s ability to meet its contractual obligations under the loan agreement. That process includes reviewing borrowers’ current financial information, historical payment experience, credit documentation, public information and other information specific to each individual borrower. Upon review, the commercial loan credit risk grade is revised or reaffirmed. The credit risk grades may be changed at any time management feels an upgrade or downgrade may be warranted. The credit risk grades for the C&I and CRE loan portfolios are considered in the reserve methodology and loss factors are applied based upon the credit risk grades. The loss factors applied are based upon the Company’s historical experience as well as what we believe to be best practices and common industry standards. Historical experience reveals there is a direct correlation between the credit risk grades and loan charge-offs. The changes in allocations in the C&I and CRE loan portfolio from period to period are based upon the credit risk grading system and from periodic reviews of the loan portfolio. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies. Each quarter, management performs an assessment of the allowance. The Company’s Special Assets Committee meets quarterly, and the applicable lenders discuss each relationship under review and reach a consensus on the appropriate estimated loss amount, if applicable, based on current accounting guidance. The Special Assets Committee’s focus is on ensuring the pertinent facts are considered regarding not only loans considered for specific reserves, but also the collectability of loans that may be past due in payment. The assessment process also includes the review of all loans on a non-accruing basis as well as a review of certain loans to which the lenders or the Company’s Credit Administration function have assigned a criticized or classified risk rating.The Company’s policy is to charge-off unsecured consumer loans when they become 90 days or more past due as to principal and interest. In the other portfolio segments, amounts are charged-off at the point in time when the Company deems the balance, or a portion thereof, to be uncollectible.Information related to the change in the allowance and the Company’s recorded investment in loans by portfolio segment as of the period indicated is as follows: As of and for the nine months ended September 30, 2021 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 2,407  $ 6,383  $ 2,552  $ 2,781  $ 79  $ 14,202 Charge-offs (120) (209) (110) (43) - (482)Recoveries 20  241  70  - - 331 Provision 134  870  (66) 275  337  1,550 Ending balance$ 2,441  $ 7,285  $ 2,446  $ 3,013  $ 416  $ 15,601 Ending balance: individually evaluated for impairment$ 19  $ 857  $ 5  $ 89  $ - $ 970 Ending balance: collectively evaluated for impairment$ 2,422  $ 6,428  $ 2,441  $ 2,924  $ 416  $ 14,631 Loans Receivables: Ending balance (2)$ 264,170  $ 566,181  $ 252,208 (1)$ 306,279  $ - $ 1,388,838 Ending balance: individually evaluated for impairment$ 259  $ 4,100  $ 173  $ 694  $ - $ 5,226 Ending balance: collectively evaluated for impairment$ 263,911  $ 562,081  $ 252,035  $ 305,585  $ - $ 1,383,612 (1) Net of unearned lease revenue of $1.3 million. (2) Includes $1.9 million of net deferred loan costs. As of and for the three months ended September 30, 2021 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 2,324  $ 7,228  $ 2,497  $ 3,070  $ 126  $ 15,245 Charge-offs (14) (77) (28) - - (119)Recoveries 5  6  14  - - 25 Provision 126  128  (37) (57) 290  450 Ending balance$ 2,441  $ 7,285  $ 2,446  $ 3,013  $ 416  $ 15,601  ‎ As of and for the year ended December 31, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747 Charge-offs (372) (465) (296) (35) - (1,168)Recoveries 26  30  120  197  - 373 Provision 1,269  2,885  715  341  40  5,250 Ending balance$ 2,407  $ 6,383  $ 2,552  $ 2,781  $ 79  $ 14,202 Ending balance: individually evaluated for impairment$ 213  $ 790  $ 52  $ 151  $ - $ 1,206 Ending balance: collectively evaluated for impairment$ 2,194  $ 5,593  $ 2,500  $ 2,630  $ 79  $ 12,996 Loans Receivables: Ending balance (2)$ 280,757  $ 382,297  $ 214,796 (1)$ 241,802  $ - $ 1,119,652 Ending balance: individually evaluated for impairment$ 590  $ 4,540  $ 483  $ 727  $ - $ 6,340 Ending balance: collectively evaluated for impairment$ 280,167  $ 377,757  $ 214,313  $ 241,075  $ - $ 1,113,312 (1) Net of unearned lease revenue of $1.2 million. (2) Includes $1.7 million of net deferred loan costs. As of and for the nine months ended September 30, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747 Charge-offs (265) (410) (184) (35) - (894)Recoveries 24  22  93  192  - 331 Provision 605  2,298  350  435  12  3,700 Ending balance$ 1,848  $ 5,843  $ 2,272  $ 2,870  $ 51  $ 12,884  As of and for the three months ended September 30, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,467  $ 5,346  $ 2,146  $ 2,688  $ 24  $ 11,671 Charge-offs (5) (246) (69) (4) - (324)Recoveries 6  19  12  - - 37 Provision 380  724  183  186  27  1,500 Ending balance$ 1,848  $ 5,843  $ 2,272  $ 2,870  $ 51  $ 12,884  Direct finance leasesOn January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), and subsequent related updates to revise the accounting for leases. Lessor accounting was largely unchanged as a result of the standard. Additional disclosures required under the standard are included in this section and in Footnote 12, “Leases”.The Company originates direct finance leases through two automobile dealerships. The carrying amount of the Company’s lease receivables, net of unearned income, was $7.2 million and $6.0 million as of September 30, 2021 and December 31, 2020, respectively. The residual value of the direct finance leases is fully guaranteed by the dealerships. Residual values amounted to $15.1 million and $12.9 million at September 30, 2021 and December 31, 2020, respectively, and are included in the carrying value of direct finance leases. ‎ The undiscounted cash flows to be received on an annual basis for the direct finance leases are as follows: (dollars in thousands)Amount 2021$ 1,6562022 7,1362023 5,9332024 7,7252025 1,1172026 and thereafter 94Total future minimum lease payments receivable 23,661Less: Unearned income (1,312)Undiscounted cash flows to be received$ 22,349 (dollars in thousands)September 30, 2021 December 31, 2020Commercial and industrial$ 264,170 $ 280,757Commercial real estate: Non-owner occupied 306,537 192,143Owner occupied 247,563 179,923Construction 12,081 10,231Consumer: Home equity installment 47,331 40,147Home equity line of credit 53,747 49,725Auto loans 121,080 98,386Direct finance leases 23,661 20,095Other 7,701 7,602Residential: Real estate 271,760 218,445Construction 34,519 23,357Total 1,390,150 1,120,811Less: Allowance for loan losses (15,601) (14,202)Unearned lease revenue (1,312) (1,159)Loans and leases, net$ 1,373,237 $ 1,105,450 264170000 280757000 306537000 192143000 247563000 179923000 12081000 10231000 47331000 40147000 53747000 49725000 121080000 98386000 23661000 20095000 7701000 7602000 271760000 218445000 34519000 23357000 1390150000 1120811000 15601000 14202000 1312000 1159000 1373237000 1105450000 1400000000 1900000 2100000 4000000.0 1700000 2200000 3900000 264200000 280800000 64700000 13400000 129900000 48700000 433300000 366500000 1800000 1300000 840 66800000 148 13400000 -65300000 0.49 1246 132100000 182900000 0.77 236300000 -155900000 1400000 4200000 1000000.0 1800000 200000 2100000 For the nine months ended(dollars in thousands)September 30, 2021 September 30, 2020Balance at beginning of period $ 563 $ -Accretable yield on acquired loans 589 248Reclassification from non-accretable difference 197 192Accretion of accretable yield (350) (53)Balance at end of period$ 999 $ 387 The above table excludes the $275 thousand in non-accretable yield accreted to interest income for the nine months ended September 30, 2021 and $3 thousand in non-accretable yield accreted to interest income for the nine months ended September 30, 2020. 563000 589000 248000 197000 192000 350000 53000 999000 387000 275000 3000 563000 999000 436000 589000 197000 129000 68000 350000 (dollars in thousands)September 30, 2021 December 31, 2020Commercial and industrial$ 259 $ 590Commercial real estate: Non-owner occupied 601 846Owner occupied 1,020 1,123Consumer: Home equity installment 27 61Home equity line of credit 97 395Auto loans 49 27Residential: Real estate 694 727Total$ 2,747 $ 3,769The table above excludes $4.4 million and $1.3 million in purchased credit impaired loans, net of unamortized fair value adjustments as of September 30, 2021 and December 31, 2020, respectively. 259000 590000 601000 846000 1020000 1123000 27000 61000 97000 395000 49000 27000 694000 727000 2747000 3769000 4400000 1300000 0 10 2200000 Loans modified as TDRs for the three months ended:(dollars in thousands)September 30, 2021 September 30, 2020 Recorded Increase in Recorded Increase in Number investment allowance Number investment allowance of (as of (as of of (as of (as of contracts period end) period end) contracts period end) period end)Commercial real estate - non-owner occupied - $ - $ - 2 $ 1,600 $ 475Total - $ - $ - 2 $ 1,600 $ 475 ‎ Loans modified as TDRs for the nine months ended:(dollars in thousands)September 30, 2021 September 30, 2020 Recorded Increase in Recorded Increase in Number investment allowance Number investment allowance of (as of (as of of (as of (as of contracts period end) period end) contracts period end) period end)Commercial real estate - non-owner occupied - $ - $ - 2 $ 1,600 $ 475Total - $ - $ - 2 $ 1,600 $ 475 In the above tables, the period end balance is inclusive of all partial pay downs and charge-offs since the modification date. For all loans modified in a TDR, the pre-modification recorded investment was the same as the post-modification recorded investment. 2 1600000 475000 2 1600000 475000 2 1600000 475000 2 1600000 475000 0 0 0 0 3000000.0 3000000.0 500000 600000 Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days September 30, 2021past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 19  $ - $ 259  $ 278  $ 263,892  $ 264,170  $ -Commercial real estate: Non-owner occupied - 61  601  662  305,875  306,537  -Owner occupied 224  - 1,020  1,244  246,319  247,563  -Construction - - - - 12,081  12,081  -Consumer: Home equity installment 70  - 27  97  47,234  47,331  -Home equity line of credit 74  - 97  171  53,576  53,747  -Auto loans 458  54  160  672  120,408  121,080  111 Direct finance leases 110  7  - 117  22,232  22,349 (2) -Other 9  - 1  10  7,691  7,701  1 Residential: Real estate - - 694  694  271,066  271,760  -Construction - - - - 34,519  34,519  -Total$ 964  $ 122  $ 2,859  $ 3,945  $ 1,384,893  $ 1,388,838  $ 112 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.3 million. (3) Includes net deferred loan costs of $1.9 million.‎ Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2020past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 288  505  590  1,383  279,374  280,757  -Commercial real estate: Non-owner occupied 79  - 846  925  191,218  192,143  -Owner occupied 1  - 1,123  1,124  178,799  179,923  -Construction - - - - 10,231  10,231  -Consumer: Home equity installment 102  - 61  163  39,984  40,147  -Home equity line of credit 24  - 395  419  49,306  49,725  -Auto loans 197  25  27  249  98,137  98,386  -Direct finance leases 294  - 61  355  18,581  18,936 (2) 61 Other 9  - - 9  7,593  7,602  -Residential: Real estate - 74  727  801  217,644  218,445  -Construction - - - - 23,357  23,357  -Total$ 994  $ 604  $ 3,830  $ 5,428  $ 1,114,224  $ 1,119,652  $ 61 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.2 million. (3) Includes net deferred loan costs of $1.7 million. 19000 259000 278000 263892000 264170000 61000 601000 662000 305875000 306537000 224000 1020000 1244000 246319000 247563000 12081000 12081000 70000 27000 97000 47234000 47331000 74000 97000 171000 53576000 53747000 458000 54000 160000 672000 120408000 121080000 111000 110000 7000 117000 22232000 22349000 9000 1000 10000 7691000 7701000 1000 694000 694000 271066000 271760000 34519000 34519000 964000 122000 2859000 3945000 1384893000 1388838000 112000 1300000 1900000 288000 505000 590000 1383000 279374000 280757000 79000 846000 925000 191218000 192143000 1000 1123000 1124000 178799000 179923000 10231000 10231000 102000 61000 163000 39984000 40147000 24000 395000 419000 49306000 49725000 197000 25000 27000 249000 98137000 98386000 294000 61000 355000 18581000 18936000 61000 9000 9000 7593000 7602000 74000 727000 801000 217644000 218445000 23357000 23357000 994000 604000 3830000 5428000 1114224000 1119652000 61000 1200000 1700000 Impaired loans, segregated by class, as of the period indicated are detailed below: Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceSeptember 30, 2021 Commercial and industrial$ 422  $ 19  $ 240  $ 259  $ 19 Commercial real estate: Non-owner occupied 2,595  1,676  920  2,596  470 Owner occupied 1,904  1,438  66  1,504  387 Consumer: Home equity installment 60  - 27  27  -Home equity line of credit 137  - 97  97  -Auto loans 66  11  38  49  5 Residential: Real estate 741  550  144  694  89 Total$ 5,925  $ 3,694  $ 1,532  $ 5,226  $ 970  Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceDecember 31, 2020 Commercial and industrial$ 688  $ 549  $ 41  $ 590  $ 213 Commercial real estate: Non-owner occupied 2,960  1,677  1,171  2,848  481 Owner occupied 2,058  1,219  473  1,692  309 Consumer: Home equity installment 106  - 61  61  -Home equity line of credit 443  105  290  395  48 Auto loans 50  27  - 27  4 Residential: Real estate 774  559  168  727  151 Total$ 7,079  $ 4,136  $ 2,204  $ 6,340  $ 1,206  At September 30, 2021, impaired loans totaled $5.2 million consisting of $2.5 million in accruing TDRs and $2.7 million in non-accrual loans. At December 31, 2020, impaired loans totaled $6.3 million consisting of $2.5 million in accruing TDRs and $3.8 million in non-accrual loans. As of September 30, 2021, the non-accrual loans included three TDRs to two unrelated borrowers totaling $0.6 million compared with four TDRs to three unrelated borrowers totaling $0.7 million as of December 31, 2020.A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect the payments in accordance with the contractual terms of the loan. Factors considered in determining impairment include payment status, collateral value, and the probability of collecting payments when due. The significance of payment delays and/or shortfalls is determined on a case-by-case basis. All circumstances surrounding the loan are considered. Such factors include the length of the delinquency, the underlying reasons and the borrower’s prior payment record. Impairment is measured on these loans on a loan-by-loan basis. Impaired loans include non-accrual loans, TDRs and other loans deemed to be impaired based on the aforementioned factors.The following table presents the average recorded investments in impaired loans and related amount of interest income recognized during the periods indicated below. The average balances are calculated based on the quarter-end balances of impaired loans. Payments received from non-accruing impaired loans are first applied against the outstanding principal balance, then to the recovery of any charged-off amounts. Any excess is treated as a recovery of interest income. Payments received from accruing impaired loans are applied to principal and interest, as contractually agreed upon. For the nine months ended September 30, 2021 September 30, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 433  $ 3  $ - $ 327  $ 1  $ -Commercial real estate: Non-owner occupied 2,838  133  - 1,531  18  -Owner occupied 1,711  27  - 1,984  42  -Construction - - - - - -Consumer: Home equity installment 35  4  - 50  - -Home equity line of credit 268  20  - 341  - -Auto loans 30  - - 60  2  -Direct finance leases - - - - - -Other - - - - - -Residential: Real estate 717  - - 886  - -Construction - - - - - -Total$ 6,032  $ 187  $ - $ 5,179  $ 63  $ - ‎ For the three months ended September 30, 2021 September 30, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 325  $ - $ - $ 392  $ 1  $ -Commercial real estate: Non-owner occupied 2,676  73  - 2,545  6  -Owner occupied 1,555  7  - 1,742  9  -Construction - - - - - -Consumer: Home equity installment 27  - - 40  - -Home equity line of credit 114  - - 405  - -Auto loans 44  - - 60  2  -Direct finance leases - -   - - -Other - - - - - -Residential: Real estate 699  - - 699  - -Construction - - - - - -Total$ 5,440  $ 80  $ - $ 5,883  $ 18  $ - 422000 19000 240000 259000 19000 2595000 1676000 920000 2596000 470000 1904000 1438000 66000 1504000 387000 60000 27000 27000 137000 97000 97000 66000 11000 38000 49000 5000 741000 550000 144000 694000 89000 5925000 3694000 1532000 5226000 970000 688000 549000 41000 590000 213000 2960000 1677000 1171000 2848000 481000 2058000 1219000 473000 1692000 309000 106000 61000 61000 443000 105000 290000 395000 48000 50000 27000 27000 4000 774000 559000 168000 727000 151000 7079000 4136000 2204000 6340000 1206000 5200000 2500000 2700000 6300000 2500000 3800000 3 2 600000 4 3 700000 433000 3000 327000 1000 2838000 133000 1531000 18000 1711000 27000 1984000 42000 35000 4000 50000 268000 20000 341000 30000 60000 2000 717000 886000 6032000 187000 5179000 63000 325000 392000 1000 2676000 73000 2545000 6000 1555000 7000 1742000 9000 27000 40000 114000 405000 44000 60000 2000 699000 699000 5440000 80000 5883000 18000 1900000 1700000 Commercial credit exposureCredit risk profile by creditworthiness category September 30, 2021(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 260,216  $ 767  $ 3,187  $ - $ 264,170 Commercial real estate - non-owner occupied 285,455  14,939  6,143  - 306,537 Commercial real estate - owner occupied 224,147  7,223  16,193  - 247,563 Commercial real estate - construction 12,081  - - - 12,081 Total commercial$ 781,899  $ 22,929  $ 25,523  $ - $ 830,351  Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity September 30, 2021(dollars in thousands) Performing Non-performing TotalConsumer Home equity installment $ 47,304  $ 27  $ 47,331 Home equity line of credit 53,650  97  53,747 Auto loans 120,920  160  121,080 Direct finance leases (1) 22,349  - 22,349 Other 7,700  1  7,701 Total consumer 251,923  285  252,208 Residential Real estate 271,066  694  271,760 Construction 34,519  - 34,519 Total residential 305,585  694  306,279 Total consumer & residential $ 557,508  $ 979  $ 558,487 (1)Net of unearned lease revenue of $1.3 million. Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2020(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 272,889  $ 4,162  $ 3,706  $ - $ 280,757 Commercial real estate - non-owner occupied 179,311  6,445  6,387  - 192,143 Commercial real estate - owner occupied 167,873  3,241  8,809  - 179,923 Commercial real estate - construction 8,635  1,233  363  - 10,231 Total commercial$ 628,708  $ 15,081  $ 19,265  $ - $ 663,054  ‎ Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity December 31, 2020(dollars in thousands) Performing Non-performing Total Consumer Home equity installment $ 40,086  $ 61  $ 40,147 Home equity line of credit 49,330  395  49,725 Auto loans 98,359  27  98,386 Direct finance leases (2) 18,875  61  18,936 Other 7,602  - 7,602 Total consumer 214,252  544  214,796 Residential Real estate 217,718  727  218,445 Construction 23,357  - 23,357 Total residential 241,075  727  241,802 Total consumer & residential $ 455,327  $ 1,271  $ 456,598 (2)Net of unearned lease revenue of $1.2 million. 260216000 767000 3187000 264170000 285455000 14939000 6143000 306537000 224147000 7223000 16193000 247563000 12081000 12081000 781899000 22929000 25523000 830351000 47304000 27000 47331000 53650000 97000 53747000 120920000 160000 121080000 22349000 22349000 7700000 1000 7701000 251923000 285000 252208000 271066000 694000 271760000 34519000 34519000 305585000 694000 306279000 557508000 979000 558487000 1300000 272889000 4162000 3706000 280757000 179311000 6445000 6387000 192143000 167873000 3241000 8809000 179923000 8635000 1233000 363000 10231000 628708000 15081000 19265000 663054000 40086000 61000 40147000 49330000 395000 49725000 98359000 27000 98386000 18875000 61000 18936000 7602000 7602000 214252000 544000 214796000 217718000 727000 218445000 23357000 23357000 241075000 727000 241802000 455327000 1271000 456598000 1200000 As of and for the nine months ended September 30, 2021 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 2,407  $ 6,383  $ 2,552  $ 2,781  $ 79  $ 14,202 Charge-offs (120) (209) (110) (43) - (482)Recoveries 20  241  70  - - 331 Provision 134  870  (66) 275  337  1,550 Ending balance$ 2,441  $ 7,285  $ 2,446  $ 3,013  $ 416  $ 15,601 Ending balance: individually evaluated for impairment$ 19  $ 857  $ 5  $ 89  $ - $ 970 Ending balance: collectively evaluated for impairment$ 2,422  $ 6,428  $ 2,441  $ 2,924  $ 416  $ 14,631 Loans Receivables: Ending balance (2)$ 264,170  $ 566,181  $ 252,208 (1)$ 306,279  $ - $ 1,388,838 Ending balance: individually evaluated for impairment$ 259  $ 4,100  $ 173  $ 694  $ - $ 5,226 Ending balance: collectively evaluated for impairment$ 263,911  $ 562,081  $ 252,035  $ 305,585  $ - $ 1,383,612 (1) Net of unearned lease revenue of $1.3 million. (2) Includes $1.9 million of net deferred loan costs. As of and for the three months ended September 30, 2021 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 2,324  $ 7,228  $ 2,497  $ 3,070  $ 126  $ 15,245 Charge-offs (14) (77) (28) - - (119)Recoveries 5  6  14  - - 25 Provision 126  128  (37) (57) 290  450 Ending balance$ 2,441  $ 7,285  $ 2,446  $ 3,013  $ 416  $ 15,601  ‎ As of and for the year ended December 31, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747 Charge-offs (372) (465) (296) (35) - (1,168)Recoveries 26  30  120  197  - 373 Provision 1,269  2,885  715  341  40  5,250 Ending balance$ 2,407  $ 6,383  $ 2,552  $ 2,781  $ 79  $ 14,202 Ending balance: individually evaluated for impairment$ 213  $ 790  $ 52  $ 151  $ - $ 1,206 Ending balance: collectively evaluated for impairment$ 2,194  $ 5,593  $ 2,500  $ 2,630  $ 79  $ 12,996 Loans Receivables: Ending balance (2)$ 280,757  $ 382,297  $ 214,796 (1)$ 241,802  $ - $ 1,119,652 Ending balance: individually evaluated for impairment$ 590  $ 4,540  $ 483  $ 727  $ - $ 6,340 Ending balance: collectively evaluated for impairment$ 280,167  $ 377,757  $ 214,313  $ 241,075  $ - $ 1,113,312 (1) Net of unearned lease revenue of $1.2 million. (2) Includes $1.7 million of net deferred loan costs. As of and for the nine months ended September 30, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747 Charge-offs (265) (410) (184) (35) - (894)Recoveries 24  22  93  192  - 331 Provision 605  2,298  350  435  12  3,700 Ending balance$ 1,848  $ 5,843  $ 2,272  $ 2,870  $ 51  $ 12,884  As of and for the three months ended September 30, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,467  $ 5,346  $ 2,146  $ 2,688  $ 24  $ 11,671 Charge-offs (5) (246) (69) (4) - (324)Recoveries 6  19  12  - - 37 Provision 380  724  183  186  27  1,500 Ending balance$ 1,848  $ 5,843  $ 2,272  $ 2,870  $ 51  $ 12,884  2407000 6383000 2552000 2781000 79000 14202000 120000 209000 110000 43000 482000 20000 241000 70000 331000 134000 870000 -66000 275000 337000 1550000 2441000 7285000 2446000 3013000 416000 15601000 19000 857000 5000 89000 970000 2422000 6428000 2441000 2924000 416000 14631000 264170000 566181000 252208000 306279000 1388838000 259000 4100000 173000 694000 5226000 263911000 562081000 252035000 305585000 1383612000 1300000 1900000 2324000 7228000 2497000 3070000 126000 15245000 14000 77000 28000 119000 5000 6000 14000 25000 126000 128000 -37000 -57000 290000 450000 2441000 7285000 2446000 3013000 416000 15601000 1484000 3933000 2013000 2278000 39000 9747000 372000 465000 296000 35000 1168000 26000 30000 120000 197000 373000 1269000 2885000 715000 341000 40000 5250000 2407000 6383000 2552000 2781000 79000 14202000 213000 790000 52000 151000 1206000 2194000 5593000 2500000 2630000 79000 12996000 280757000 382297000 214796000 241802000 1119652000 590000 4540000 483000 727000 6340000 280167000 377757000 214313000 241075000 1113312000 1200000 1700000 1484000 3933000 2013000 2278000 39000 9747000 265000 410000 184000 35000 894000 24000 22000 93000 192000 331000 605000 2298000 350000 435000 12000 3700000 1848000 5843000 2272000 2870000 51000 12884000 1467000 5346000 2146000 2688000 24000 11671000 5000 246000 69000 4000 324000 6000 19000 12000 37000 380000 724000 183000 186000 27000 1500000 1848000 5843000 2272000 2870000 51000 12884000 2 7200000 6000000.0 15100000 12900000 (dollars in thousands)Amount 2021$ 1,6562022 7,1362023 5,9332024 7,7252025 1,1172026 and thereafter 94Total future minimum lease payments receivable 23,661Less: Unearned income (1,312)Undiscounted cash flows to be received$ 22,349 1656000 7136000 5933000 7725000 1117000 94000 23661000 1312000 22349000 6. Earnings per shareBasic earnings per share (EPS) is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed in the same manner as basic EPS but also reflects the potential dilution that could occur from the grant of stock-based compensation awards. The Company maintains two active share-based compensation plans that may generate additional potentially dilutive common shares. For granted and unexercised stock-settled stock appreciation rights (SSARs), dilution would occur if Company-issued SSARs were exercised and converted into common stock. As of the three and nine months ended September 30, 2021, there were 26,346 and 29,378 potentially dilutive shares related to issued and unexercised SSARs compared to 23,638 and 23,637 for the same 2020 periods, respectively. For restricted stock, dilution would occur from the Company’s previously granted but unvested shares. There were 12,515 and 11,345 potentially dilutive shares related to unvested restricted share grants as of the three and nine months ended September 30, 2021 compared to 4,981 and 3,435 for the same 2020 periods, respectively. In the computation of diluted EPS, the Company uses the treasury stock method to determine the dilutive effect of its granted but unexercised stock options and SSARs and unvested restricted stock. Under the treasury stock method, the assumed proceeds, as defined, received from shares issued in a hypothetical stock option exercise or restricted stock grant, are assumed to be used to purchase treasury stock. Proceeds include amounts received from the exercise of outstanding stock options and compensation cost for future service that the Company has not yet recognized in earnings. The Company does not consider awards from share-based grants in the computation of basic EPS.The following table illustrates the data used in computing basic and diluted EPS for the periods indicated: Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020(dollars in thousands except per share data) Basic EPS: Net income available to common shareholders$ 4,859 $ 4,977 $ 16,222 $ 7,862Weighted-average common shares outstanding 5,643,897 4,977,750 5,212,500 4,454,762Basic EPS$ 0.86 $ 1.00 $ 3.11 $ 1.76 Diluted EPS: Net income available to common shareholders$ 4,859 $ 4,977 $ 16,222 $ 7,862Weighted-average common shares outstanding 5,643,897 4,977,750 5,212,500 4,454,762Potentially dilutive common shares 38,861 28,619 40,723 27,072Weighted-average common and potentially dilutive shares outstanding 5,682,758 5,006,369 5,253,223 4,481,834Diluted EPS$ 0.85 $ 0.99 $ 3.09 $ 1.75 Basic earnings per share (EPS) is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed in the same manner as basic EPS but also reflects the potential dilution that could occur from the grant of stock-based compensation awards. The Company maintains two active share-based compensation plans that may generate additional potentially dilutive common shares. For granted and unexercised stock-settled stock appreciation rights (SSARs), dilution would occur if Company-issued SSARs were exercised and converted into common stock. As of the three and nine months ended September 30, 2021, there were 26,346 and 29,378 potentially dilutive shares related to issued and unexercised SSARs compared to 23,638 and 23,637 for the same 2020 periods, respectively. For restricted stock, dilution would occur from the Company’s previously granted but unvested shares. There were 12,515 and 11,345 potentially dilutive shares related to unvested restricted share grants as of the three and nine months ended September 30, 2021 compared to 4,981 and 3,435 for the same 2020 periods, respectively. In the computation of diluted EPS, the Company uses the treasury stock method to determine the dilutive effect of its granted but unexercised stock options and SSARs and unvested restricted stock. Under the treasury stock method, the assumed proceeds, as defined, received from shares issued in a hypothetical stock option exercise or restricted stock grant, are assumed to be used to purchase treasury stock. Proceeds include amounts received from the exercise of outstanding stock options and compensation cost for future service that the Company has not yet recognized in earnings. The Company does not consider awards from share-based grants in the computation of basic EPS. 2 26346 29378 23638 23637 12515 11345 4981 3435 Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020(dollars in thousands except per share data) Basic EPS: Net income available to common shareholders$ 4,859 $ 4,977 $ 16,222 $ 7,862Weighted-average common shares outstanding 5,643,897 4,977,750 5,212,500 4,454,762Basic EPS$ 0.86 $ 1.00 $ 3.11 $ 1.76 Diluted EPS: Net income available to common shareholders$ 4,859 $ 4,977 $ 16,222 $ 7,862Weighted-average common shares outstanding 5,643,897 4,977,750 5,212,500 4,454,762Potentially dilutive common shares 38,861 28,619 40,723 27,072Weighted-average common and potentially dilutive shares outstanding 5,682,758 5,006,369 5,253,223 4,481,834Diluted EPS$ 0.85 $ 0.99 $ 3.09 $ 1.75 4859000 4977000 16222000 7862000 5643897 4977750 5212500 4454762 0.86 1.00 3.11 1.76 4859000 4977000 16222000 7862000 5643897 4977750 5212500 4454762 38861 28619 40723 27072 5682758 5006369 5253223 4481834 0.85 0.99 3.09 1.75 7. Stock plansThe Company has two stock-based compensation plans (the stock compensation plans) from which it can grant stock-based compensation awards and applies the fair value method of accounting for stock-based compensation provided under current accounting guidance. The guidelines require the cost of share-based payment transactions (including those with employees and non-employees) be recognized in the financial statements. The Company’s stock compensation plans were shareholder-approved and permit the grant of share-based compensation awards to its employees and directors. The Company believes that the stock-based compensation plans will advance the development, growth and financial condition of the Company by providing incentives through participation in the appreciation in the value of the Company’s common stock. In return, the Company hopes to secure, retain and motivate the employees and directors who are responsible for the operation and the management of the affairs of the Company by aligning the interest of its employees and directors with the interest of its shareholders. In the stock compensation plans, employees and directors are eligible to be awarded stock-based compensation grants which can consist of stock options (qualified and non-qualified), stock appreciation rights (SARs) and restricted stock.At the 2012 annual shareholders’ meeting, the Company’s shareholders approved and the Company adopted the 2012 Omnibus Stock Incentive Plan and the 2012 Director Stock Incentive Plan (collectively, the 2012 stock incentive plans). Unless terminated by the Company’s board of directors, the 2012 stock incentive plans will expire on and no stock-based awards shall be granted after the year 2022.In each of the 2012 stock incentive plans, the Company has reserved 750,000 shares of its no-par common stock for future issuance. The Company recognizes share-based compensation expense over the requisite service or vesting period. During 2015, the Company created a Long-Term Incentive Plan (LTIP) that awarded restricted stock and stock-settled stock appreciation rights (SSARs) to senior officers based on the attainment of performance goals. The service requirement was the participant’s continued employment throughout the LTIP with a three year vesting period. Under this plan, the restricted stock had a two year post vesting holding period requirement. The SSAR awards have a ten year term from the date of each grant. During the first quarter of 2021, the Company approved a 1-year LTIP and awarded restricted stock to senior officers and managers in February and March 2021 based on 2020 performance.During the first quarter of 2020, the Company approved a 1-year LTIP and awarded restricted stock to senior officers and managers in February and March 2020 based on 2019 performance. The following table summarizes the weighted-average fair value and vesting of restricted stock grants awarded during the periods ended September 30, 2021 and 2020 under the 2012 stock incentive plans: September 30, 2021 September 30, 2020 Weighted- Weighted- Shares average grant Shares average grant granted date fair value granted date fair value Director plan 12,500(2)$ 52.00 6,000(2)$ 56.63Omnibus plan 13,552(3) 52.00 11,761(3) 55.06Omnibus plan 50(1) 58.17 50(1) 57.62Omnibus plan 36(3) 58.17 500(2) 34.02Omnibus plan 476(2) 52.62 - -Total 26,614 $ 52.03 18,311 $ 55.00(1) Vest after 1 year (2) Vest after 3 years – 33% each year (3) Vest fully after 3 yearsThe fair value of the shares granted in 2021 was calculated using the grant date stock price. A summary of the status of the Company’s non-vested restricted stock as of and changes during the period indicated are presented in the following table: 2012 Stock incentive plans Director Omnibus Total Weighted- average grant date fair valueNon-vested balance at December 31, 2020 9,402 20,675 30,077 $ 53.36Granted 12,500 14,114 26,614 52.03Forfeited - (439) (439) 52.66Vested (6,982) (6,227) (13,209) 51.23Non-vested balance at September 30, 2021 14,920 28,123 43,043 $ 53.20 ‎ A summary of the status of the Company’s SSARs as of and changes during the period indicated are presented in the following table: Awards Weighted-average grant date fair value Weighted-average remaining contractual term (years)Outstanding December 31, 2020 97,264 $ 9.47 6.5Granted - Exercised (2,932) 3.48 Forfeited - Outstanding September 30, 2021 94,332 $ 9.66 5.8 Of the SSARs outstanding at September 30, 2021, 90,639 vested and were exercisable. SSARs vest over a three year period – 33% per year.During the first quarter of 2021, there were 2,932 SSARs exercised. The intrinsic value recorded for these SSARs was $10,190. The tax deduction realized from the exercise of these SSARs was $125,810 resulting in a tax benefit of $26,420. There were no SSARs exercised during 2020.Share-based compensation expense is included as a component of salaries and employee benefits in the consolidated statements of income. The following tables illustrate stock-based compensation expense recognized on non-vested equity awards during the three and nine months ended September 30, 2021 and 2020 and the unrecognized stock-based compensation expense as of September 30, 2021: Three months ended September 30, Nine months ended September 30,(dollars in thousands)2021 2020 2021 2020Stock-based compensation expense: Director stock incentive plan $ 170 $ 66 $ 339 $ 367Omnibus stock incentive plan 163 191 477 550Employee stock purchase plan - - 44 27Total stock-based compensation expense$ 333 $ 257 $ 860 $ 944In addition, during the nine months ended September 30, 2021, the Company reversed accruals of ($10 thousand) in stock-based compensation expense for restricted stock and SSARs awarded under the Omnibus Plan. During the three and nine months ended September 30, 2020, the Company reversed accruals of ($30 thousand) and ($93 thousand) in stock-based compensation expense for restricted stock and SSARs awarded under the Omnibus Plan. As of(dollars in thousands) September 30, 2021Unrecognized stock-based compensation expense: Director plan $ 581Omnibus plan 944Total unrecognized stock-based compensation expense $ 1,525The unrecognized stock-based compensation expense as of September 30, 2021 will be recognized ratably over the periods ended February 2024 and July 2024 for the Director Plan and the Omnibus Plan, respectively.In addition to the 2012 stock incentive plans, the Company established the 2002 Employee Stock Purchase Plan (the ESPP) and reserved 165,000 shares of its un-issued capital stock for issuance under the plan. The ESPP was designed to promote broad-based employee ownership of the Company’s stock and to motivate employees to improve job performance and enhance the financial results of the Company. Under the ESPP, participation is voluntary whereby employees use automatic payroll withholdings to purchase the Company’s capital stock at a discounted price based on the fair market value of the capital stock as measured on either the commencement or termination dates, as defined. As of September 30, 2021, 89,642 shares have been issued under the ESPP. The ESPP is considered a compensatory plan and is required to comply with the provisions of current accounting guidance. The Company recognizes compensation expense on its ESPP on the date the shares are purchased, and it is included as a component of salaries and employee benefits in the consolidated statements of income. 2 750000 P3Y P2Y P10Y P1Y P1Y September 30, 2021 September 30, 2020 Weighted- Weighted- Shares average grant Shares average grant granted date fair value granted date fair value Director plan 12,500(2)$ 52.00 6,000(2)$ 56.63Omnibus plan 13,552(3) 52.00 11,761(3) 55.06Omnibus plan 50(1) 58.17 50(1) 57.62Omnibus plan 36(3) 58.17 500(2) 34.02Omnibus plan 476(2) 52.62 - -Total 26,614 $ 52.03 18,311 $ 55.00(1) Vest after 1 year (2) Vest after 3 years – 33% each year (3) Vest fully after 3 years 12500 52.00 6000 56.63 13552 52.00 11761 55.06 50 58.17 50 57.62 36 58.17 500 34.02 476 52.62 26614 52.03 18311 55.00 P1Y P1Y P3Y P3Y P3Y 0.33 0.33 0.33 P3Y P3Y P3Y 2012 Stock incentive plans Director Omnibus Total Weighted- average grant date fair valueNon-vested balance at December 31, 2020 9,402 20,675 30,077 $ 53.36Granted 12,500 14,114 26,614 52.03Forfeited - (439) (439) 52.66Vested (6,982) (6,227) (13,209) 51.23Non-vested balance at September 30, 2021 14,920 28,123 43,043 $ 53.20 9402 20675 30077 53.36 12500 14114 26614 52.03 439 439 52.66 6982 6227 13209 51.23 14920 28123 43043 53.20 Awards Weighted-average grant date fair value Weighted-average remaining contractual term (years)Outstanding December 31, 2020 97,264 $ 9.47 6.5Granted - Exercised (2,932) 3.48 Forfeited - Outstanding September 30, 2021 94,332 $ 9.66 5.8 Of the SSARs outstanding at September 30, 2021, 90,639 vested and were exercisable. SSARs vest over a three year period – 33% per year. 97264 9.47 P6Y6M 2932 3.48 94332 9.66 P5Y9M18D 90639 P3Y 0.33 2932 10190 125810 26420 0 Three months ended September 30, Nine months ended September 30,(dollars in thousands)2021 2020 2021 2020Stock-based compensation expense: Director stock incentive plan $ 170 $ 66 $ 339 $ 367Omnibus stock incentive plan 163 191 477 550Employee stock purchase plan - - 44 27Total stock-based compensation expense$ 333 $ 257 $ 860 $ 944In addition, during the nine months ended September 30, 2021, the Company reversed accruals of ($10 thousand) in stock-based compensation expense for restricted stock and SSARs awarded under the Omnibus Plan. During the three and nine months ended September 30, 2020, the Company reversed accruals of ($30 thousand) and ($93 thousand) in stock-based compensation expense for restricted stock and SSARs awarded under the Omnibus Plan. 170000 66000 339000 367000 163000 191000 477000 550000 44000 27000 333000 257000 860000 944000 -10000 -30000 -93000 As of(dollars in thousands) September 30, 2021Unrecognized stock-based compensation expense: Director plan $ 581Omnibus plan 944Total unrecognized stock-based compensation expense $ 1,525The unrecognized stock-based compensation expense as of September 30, 2021 will be recognized ratably over the periods ended February 2024 and July 2024 for the Director Plan and the Omnibus Plan, respectively. 581000 944000 1525000 165000 89642 8. Fair value measurementsThe accounting guidelines establish a framework for measuring and disclosing information about fair value measurements. The guidelines of fair value reporting instituted a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - inputs are quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument;Level 3 - inputs are unobservable and are based on the Company’s own assumptions to measure assets and liabilities at fair value. Level 3 pricing for securities may also include unobservable inputs based upon broker-traded transactions.A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company uses fair value to measure certain assets and, if necessary, liabilities on a recurring basis when fair value is the primary measure for accounting. Thus, the Company uses fair value for AFS securities. Fair value is used on a non-recurring basis to measure certain assets when adjusting carrying values to market values, such as impaired loans, other real estate owned (ORE) and other repossessed assets.The following table represents the carrying amount and estimated fair value of the Company’s financial instruments as of the periods indicated: September 30, 2021 Quoted prices Significant Significant in active other other Carrying Estimated markets observable inputs unobservable inputs(dollars in thousands)amount fair value (Level 1) (Level 2) (Level 3)Financial assets: Cash and cash equivalents$ 167,386  $ 167,386  $ 167,386  $ - $ -Available-for-sale debt securities 686,926  686,926  - 686,926  -Restricted investments in bank stock 3,321  3,321  - 3,321  -Loans and leases, net 1,373,237  1,392,879  - - 1,392,879 Loans held-for-sale 47,159  48,227  - 48,227  -Accrued interest receivable 7,178  7,178  - 7,178  -Financial liabilities: Deposits with no stated maturities 2,014,501  2,014,501  - 2,014,501  -Time deposits 148,949  148,872  - 148,872  -Secured borrowings 16,885  16,885  - - 16,885 Accrued interest payable 175  175  - 175  - December 31, 2020 Quoted prices Significant Significant in active other other Carrying Estimated markets observable inputs unobservable inputs(dollars in thousands)amount fair value (Level 1) (Level 2) (Level 3)Financial assets: Cash and cash equivalents$ 69,346  $ 69,346  $ 69,346  $ - $ -Available-for-sale debt securities 392,420  392,420  - 392,420  -Restricted investments in bank stock 2,813  2,813  - 2,813  -Loans and leases, net 1,105,450  1,116,711  - - 1,116,711 Loans held-for-sale 29,786  30,858  - 30,858  -Accrued interest receivable 5,712  5,712  - 5,712  -Financial liabilities: Deposits with no stated maturities 1,381,722  1,381,722  - 1,381,722  -Time deposits 127,783  128,200  - 128,200  -FHLB advances 5,000  5,348  - 5,348  -Accrued interest payable 337  337  - 337  - The carrying value of short-term financial instruments, as listed below, approximates their fair value. These instruments generally have limited credit exposure, no stated or short-term maturities, carry interest rates that approximate market and generally are recorded at amounts that are payable on demand:Cash and cash equivalents;Non-interest bearing deposit accounts;Savings, interest-bearing checking and money market accounts andShort-term borrowings. Securities: Fair values on investment securities are determined by prices provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Originated loans and leases: The fair value of accruing loans is estimated by calculating the net present value of the future expected cash flows discounted using the exit price notion. The discount rate is based upon current offering rates, with an additional discount for expected potential charge-offs. Additionally, an environmental general credit risk adjustment is subtracted from the net present value to arrive at the total estimated fair value of the accruing loan portfolio.The carrying value that fair value is compared to is net of the allowance for loan losses and since there is significant judgment included in evaluating credit quality, loans are classified within Level 3 of the fair value hierarchy. Non-accrual loans: Loans which the Company has measured as non-accruing are generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. These loans are classified within Level 3 of the fair value hierarchy. The fair value consists of loan balances less the valuation allowance.Acquired loans: Acquired loans (performing and non-performing) are initially recorded at their acquisition-date fair values using Level 3 inputs. For more information on the calculation of the fair value of acquired loans, see Footnote 9, “Acquisition.”Loans held-for-sale: The fair value of loans held-for-sale is estimated using rates currently offered for similar loans and is typically obtained from the Federal National Mortgage Association (FNMA) or the Federal Home Loan Bank of Pittsburgh (FHLB). Certificates of deposit: The fair value of certificates of deposit is based on discounted cash flows using rates which approximate market rates for deposits of similar maturities. FHLB advances: Fair value is estimated using the rates currently offered for similar borrowings.The following tables illustrate the financial instruments measured at fair value on a recurring basis segregated by hierarchy fair value levels as of the periods indicated: Quoted prices in active Significant other Significant other Total carrying value markets observable inputs unobservable inputs(dollars in thousands)September 30, 2021 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 111,515  $ - $ 111,515  $ -Obligations of states and political subdivisions 336,465  - 336,465  -MBS - GSE residential 238,946  - 238,946  -Total available-for-sale debt securities$ 686,926  $ - $ 686,926  $ - Quoted prices in active Significant other Significant other Total carrying value markets observable inputs unobservable inputs(dollars in thousands)December 31, 2020 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 45,447  $ - $ 45,447  $ -Obligations of states and political subdivisions 199,713  - 199,713  -MBS - GSE residential 147,260  - 147,260  -Total available-for-sale debt securities$ 392,420  $ - $ 392,420  $ - Debt securities in the AFS portfolio are measured at fair value using market quotations provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Assets classified as Level 2 use valuation techniques that are common to bond valuations. That is, in active markets whereby bonds of similar characteristics frequently trade, quotes for similar assets are obtained. There were no changes in Level 3 financial instruments measured at fair value on a recurring basis as of and for the periods ending September 30, 2021 and December 31, 2020, respectively.‎ The following table illustrates the financial instruments newly measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of the periods indicated: Quoted prices in Significant other Significant other Total carrying value active markets observable inputs unobservable inputs(dollars in thousands)at September 30, 2021 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,724 $ - $ - $ 2,724Other real estate owned 567 - - 567Total$ 3,291 $ - $ - $ 3,291 Quoted prices in Significant other Significant other Total carrying value active markets observable inputs unobservable inputs(dollars in thousands)at December 31, 2020 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,930 $ - $ - $ 2,930Other real estate owned 182 - - 182Total$ 3,112 $ - $ - $ 3,112 From time-to-time, the Company may be required to record at fair value financial instruments on a non-recurring basis, such as impaired loans, ORE and other repossessed assets. These non-recurring fair value adjustments involve the application of lower-of-cost-or-market accounting on write downs of individual assets. The fair value of impaired loans was calculated using the value of the impaired loans with an allowance less the related allowance. The following describes valuation methodologies used for financial instruments measured at fair value on a non-recurring basis. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves, a component of the allowance for loan losses, and as such are carried at the lower of net recorded investment or the estimated fair value. Estimates of fair value of the collateral are determined based on a variety of information, including available valuations from certified appraisers for similar assets, present value of discounted cash flows and inputs that are estimated based on commonly used and generally accepted industry liquidation advance rates and estimates and assumptions developed by management.Valuation techniques for impaired loans are typically determined through independent appraisals of the underlying collateral or may be determined through present value of discounted cash flows. Both techniques include various Level 3 inputs which are not identifiable. The valuation technique may be adjusted by management for estimated liquidation expenses and qualitative factors such as economic conditions. If real estate is not the primary source of repayment, present value of discounted cash flows and estimates using generally accepted industry liquidation advance rates and other factors may be utilized to determine fair value.At September 30, 2021 and December 31, 2020, the range of liquidation expenses and other valuation adjustments applied to impaired loans ranged from -23.24% and -47.66% and from -27.04% to -70.66%, respectively. The weighted average of liquidation expenses and other valuation adjustments applied to impaired loans amounted to -40.75% as of September 30, 2021 and -44.49% as of December 31, 2020, respectively. Due to the multitude of assumptions, many of which are subjective in nature, and the varying inputs and techniques used to determine fair value, the Company recognizes that valuations could differ across a wide spectrum of techniques employed. Accordingly, fair value estimates for impaired loans are classified as Level 3. For ORE, fair value is generally determined through independent appraisals of the underlying properties which generally include various Level 3 inputs which are not identifiable. Appraisals form the basis for determining the net realizable value from these properties. Net realizable value is the result of the appraised value less certain costs or discounts associated with liquidation which occurs in the normal course of business. Management’s assumptions may include consideration of the location and occupancy of the property, along with current economic conditions. Subsequently, as these properties are actively marketed, the estimated fair values may be periodically adjusted through incremental subsequent write-downs. These write-downs usually reflect decreases in estimated values resulting from sales price observations as well as changing economic and market conditions. At September 30, 2021 and December 31, 2020, the discounts applied to the appraised values of ORE ranged from -24.88% and -77.60% and from -21.47% and -77.60%, respectively. As of September 30, 2021 and December 31, 2020, the weighted average of discount to the appraisal values of ORE amounted to -25.97% and -31.30%, respectively.At September 30, 2021 and December 31, 2020, there were no other repossessed assets. The Company refers to the National Automobile Dealers Association (NADA) guide to determine a vehicle’s fair value. September 30, 2021 Quoted prices Significant Significant in active other other Carrying Estimated markets observable inputs unobservable inputs(dollars in thousands)amount fair value (Level 1) (Level 2) (Level 3)Financial assets: Cash and cash equivalents$ 167,386  $ 167,386  $ 167,386  $ - $ -Available-for-sale debt securities 686,926  686,926  - 686,926  -Restricted investments in bank stock 3,321  3,321  - 3,321  -Loans and leases, net 1,373,237  1,392,879  - - 1,392,879 Loans held-for-sale 47,159  48,227  - 48,227  -Accrued interest receivable 7,178  7,178  - 7,178  -Financial liabilities: Deposits with no stated maturities 2,014,501  2,014,501  - 2,014,501  -Time deposits 148,949  148,872  - 148,872  -Secured borrowings 16,885  16,885  - - 16,885 Accrued interest payable 175  175  - 175  - December 31, 2020 Quoted prices Significant Significant in active other other Carrying Estimated markets observable inputs unobservable inputs(dollars in thousands)amount fair value (Level 1) (Level 2) (Level 3)Financial assets: Cash and cash equivalents$ 69,346  $ 69,346  $ 69,346  $ - $ -Available-for-sale debt securities 392,420  392,420  - 392,420  -Restricted investments in bank stock 2,813  2,813  - 2,813  -Loans and leases, net 1,105,450  1,116,711  - - 1,116,711 Loans held-for-sale 29,786  30,858  - 30,858  -Accrued interest receivable 5,712  5,712  - 5,712  -Financial liabilities: Deposits with no stated maturities 1,381,722  1,381,722  - 1,381,722  -Time deposits 127,783  128,200  - 128,200  -FHLB advances 5,000  5,348  - 5,348  -Accrued interest payable 337  337  - 337  - 167386000 167386000 167386000 686926000 686926000 686926000 3321000 3321000 3321000 1373237000 1392879000 1392879000 47159000 48227000 48227000 7178000 7178000 7178000 2014501000 2014501000 2014501000 148949000 148872000 148872000 16885000 16885000 16885000 175000 175000 175000 69346000 69346000 69346000 392420000 392420000 392420000 2813000 2813000 2813000 1105450000 1116711000 1116711000 29786000 30858000 30858000 5712000 5712000 5712000 1381722000 1381722000 1381722000 127783000 128200000 128200000 5000000 5348000 5348000 337000 337000 337000 Quoted prices in active Significant other Significant other Total carrying value markets observable inputs unobservable inputs(dollars in thousands)September 30, 2021 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 111,515  $ - $ 111,515  $ -Obligations of states and political subdivisions 336,465  - 336,465  -MBS - GSE residential 238,946  - 238,946  -Total available-for-sale debt securities$ 686,926  $ - $ 686,926  $ - Quoted prices in active Significant other Significant other Total carrying value markets observable inputs unobservable inputs(dollars in thousands)December 31, 2020 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 45,447  $ - $ 45,447  $ -Obligations of states and political subdivisions 199,713  - 199,713  -MBS - GSE residential 147,260  - 147,260  -Total available-for-sale debt securities$ 392,420  $ - $ 392,420  $ - 111515000 111515000 336465000 336465000 238946000 238946000 686926000 686926000 45447000 45447000 199713000 199713000 147260000 147260000 392420000 392420000 0 0 Quoted prices in Significant other Significant other Total carrying value active markets observable inputs unobservable inputs(dollars in thousands)at September 30, 2021 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,724 $ - $ - $ 2,724Other real estate owned 567 - - 567Total$ 3,291 $ - $ - $ 3,291 Quoted prices in Significant other Significant other Total carrying value active markets observable inputs unobservable inputs(dollars in thousands)at December 31, 2020 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,930 $ - $ - $ 2,930Other real estate owned 182 - - 182Total$ 3,112 $ - $ - $ 3,112 2724000 2724000 567000 567000 3291000 3291000 2930000 2930000 182000 182000 3112000 3112000 -0.2324 -0.4766 -0.2704 -0.7066 -0.4075 -0.4449 -0.2488 -0.7760 -0.2147 -0.7760 -0.2597 -0.3130 0 0 9. AcquisitionOn July 1, 2021, the Company completed its previously announced acquisition of Landmark. Landmark was a one-bank holding company organized under the laws of the Commonwealth of Pennsylvania and was headquartered in Pittston, PA. Its wholly owned subsidiary, Landmark Community Bank, was an independent community bank chartered under the laws of the Commonwealth of Pennsylvania. Landmark Community Bank conducted full-service commercial banking services through five bank centers located in Lackawanna and Luzerne Counties, Pennsylvania. The acquisition expanded Fidelity Deposit and Discount Bank’s full-service footprint in Luzerne County, Pennsylvania. The Company transacted the merger to complement the Company’s existing operations, while consistent with the Company’s strategic plan of enhancing long-term shareholder value. The fair value of total assets acquired as a result of the merger totaled $375.5 million, loans totaled $298.9 million and deposits totaled $308.5 million. Goodwill recorded in the merger was $12.6 million.In accordance with the terms of the Reorganization Agreement, on July 1, 2021 each share of Landmark common stock was converted into the right to receive 0.272 shares of the Company’s common stock and $3.26 in cash. As a result of the merger, the Company issued 647,990 shares of its common stock, valued at $35.1 million, and $7.8 million in cash based upon $54.10, the determined market price of the Company’s common stock in accordance with the Reorganization Agreement. The results of the combined entity’s operations are included in the Company’s Consolidated Financial Statements from the date of acquisition. The acquisition of Landmark was accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid were recorded at estimated fair values on the acquisition date. The deferred taxes are preliminary and subject to refinement for up to one year after the closing date of the acquisition.Effective July 1, 2021, in connection with the merger and pursuant to the terms of the Reorganization Agreement, Paul C. Woelkers was appointed as a Class C Director of Fidelity’s Board of Directors. Mr. Woelkers was also appointed as a Director of Fidelity Bank’s Board of Directors.‎ The following table summarizes the consideration paid for Landmark and the fair value of assets acquired, and liabilities assumed as of the acquisition date: Purchase Price Consideration in Common Stock Landmark shares settled for stock 2,382,695Exchange ratio 0.272Total FDBC shares issued 647,990Value assigned to FDBC common share (06/30/2021 closing price) $ 54.10 Purchase price assigned to Landmark common shares exchanged for FDBC common shares $ 35,056,259 Purchase Price Consideration - Cash for Common Stock Landmark shares exchanged for cash, excluding fractional shares 2,382,695Cash consideration (per Landmark share) $ 3.26Cash portion of purchase price $ 7,767,586 Cash portion of purchase price (cash paid fractional shares) $ 5,559 Cash for outstanding Landmark stock options $ 69,250 Total consideration paid $ 42,898,654 Allocation of Purchase PriceIn thousands     Total Purchase Price $ 42,899 Estimated Fair Value of Assets Acquired Cash and cash equivalents 4,090 Investment securities 49,430 Loans 298,860 Restricted investments in bank stock 1,186 Premises and equipment 3,405 Lease property under finance leases 1,188 Core deposit intangible asset 597 Other real estate owned 488 Other assets 11,629 Total assets acquired 370,873 Estimated Fair Value of Liabilities Assumed Non-interest bearing deposits 100,472 Interest bearing deposits 208,057 Short-term borrowings 2,224 FHLB borrowings 4,602 Secured borrowings 20,619 Finance lease obligation 1,188 Other liabilities 3,387 Total liabilities assumed 340,549 Net Assets Acquired 30,324Goodwill Recorded in Acquisition $ 12,575 Pursuant to the accounting requirements, the Company assigned a fair value to the assets acquired and liabilities assumed of Landmark. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The assets acquired and liabilities assumed in the acquisition of Landmark were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition and are subject to adjustment for up to one year after the closing date of the acquisition. While the fair values are not expected to be materially different from the estimates, any material adjustments to the estimates will be reflected, retroactively, as of the date of the acquisition. The items most susceptible to adjustment are the fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition. Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:Investment securities available-for-sale The estimated fair values of the investment securities available for sale, primarily comprised of U.S. Government agency mortgage-backed securities, U.S. government agencies and municipal bonds, were determined using Level 1 and Level 2 inputs in the fair value hierarchy. The fair values were determined using executable market bids or independent pricing services. The Company’s independent pricing service utilized matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific security but rather relying on the security’s relationship to other benchmark quoted prices. Management reviewed the data and assumptions used in pricing the securities. LoansAcquired loans (performing and non-performing) are initially recorded at their acquisition-date fair values using Level 3 inputs. Fair values are based on a discounted cash flow methodology that involves assumptions and judgments as to credit risk, expected lifetime losses, environmental factors, collateral values, discount rates, expected payments and expected prepayments. Specifically, the Company has prepared three separate loan fair value adjustments that it believed a market participant might employ in estimating the entire fair value adjustment necessary under ASC 820-10 for the acquired loan portfolio. The three-separate fair valuation methodology employed are: 1) an interest rate loan fair value adjustment, 2) a general credit fair value adjustment, and 3) a specific credit fair value adjustment for purchased credit impaired loans subject to ASC 310-30 procedures. The acquired loans were recorded at fair value at the acquisition date without carryover of Landmark’s previously established allowance for loan losses. The fair value of the financial assets acquired included loans receivable with a gross amortized cost basis of $309.8 million. The table below illustrates the fair value adjustments made to the amortized cost basis in order to present the fair value of the loans acquired. The credit adjustment on purchased credit impaired loans is derived in accordance with ASC 310-30 and represents the portion of the loan balances that has been deemed uncollectible based on the Company’s expectations of future cash flows for each respective loan. Dollars in thousands Gross amortized cost basis at June 30, 2021 $ 309,767Interest rate fair value adjustment on pools of homogeneous loans (1,855)Credit fair value adjustment on pools of homogeneous loans (7,915)Credit fair value adjustment on purchased credit impaired loans (1,137)Fair value of acquired loans at June 30, 2021 $ 298,860 For loans acquired without evidence of credit quality deterioration, the Company prepared the interest rate loan fair value and credit fair value adjustments. Loans were grouped into homogeneous pools by characteristics such as loan type, term, collateral, and rate. Market rates for similar loans were obtained from various internal and external data sources and reviewed by management for reasonableness. The average of these rates was used as the fair value interest rate a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value discount of $1.9 million. Additionally, for loans acquired without credit deterioration, a credit fair value adjustment was calculated using a two-part credit fair value analysis: 1) expected lifetime credit migration losses; and 2) estimated fair value adjustment for certain qualitative factors. The expected lifetime losses were calculated using historical losses observed by the Company, Landmark and peer banks. The Company also estimated an environmental factor to apply to each loan type. The environmental factor represents the potential discount which may arise due to general credit and economic factors. A credit fair value discount of $7.9 million was determined. Both the interest rate and credit fair value adjustments relate to loans acquired with evidence of credit quality deterioration will be substantially recognized as interest income on a level yield amortization method over the expected life of the loans.The following table presents the acquired purchased credit impaired loans receivable at the acquisition date: Dollars in thousands Contractual principal and interest at acquisition $ 5,306Non-accretable difference (1,691)Expected cash flows at acquisition 3,615Accretable yield (588)Fair value of purchased impaired loans $ 3,027 ‎ Premises and EquipmentThe Company assumed leases on 2 branch facilities of Landmark. The Company compared the lease contract obligations to comparable market rental rates determined by third-party licensed appraisers. The Company believed that the leased contract rates were in a reasonable range of market rental rates and concluded that no fair market value adjustment related to leasehold interest was necessary. The fair value of Landmark’s premises, including land, buildings and improvements, was determined based upon independent third-party appraisals performed by licensed appraisers or sales agreements.Core Deposit IntangibleThe fair value of the core deposit intangible was determined based on a discounted cash flow (present value) analysis using a discount rate commensurate with market participants. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the higher cost of alternative funding sources available through national brokered CD offering rates and FHLB advance rates. The projected cash flows were developed using projected deposit attrition rates based on the average rate experienced by both institutions. The core deposit intangible will be amortized over ten years using the sum-of-years digits method.Time DepositsThe fair value adjustment for time deposits represents a discount from the value of the contractual repayments of fixed maturity deposits using prevailing market interest rates for similar-term time deposits. The time deposit premium is being amortized into income on a level yield amortization method over the contractual life of the deposits. Secured BorrowingsThe Company identified 19 sold participations acquired from Landmark that did not meet the criteria for sales treatment under ASC 860-10-40 and should be recorded as obligations from secured borrowing arrangements. The Company has estimated the fair value of these obligations using an income approach based on the expected cash flows method on a pooled basis using Level 3 assumptions.FHLB Borrowings The Company assumed FHLB borrowings in connection with the merger. The fair value of FHLB Borrowings was determined by using FHLB prepayment penalty as a proxy for the fair value adjustment. The Company decided to pay off the borrowing post acquisition date therefore no amortization is warranted.Supplemental Pro Forma Financial InformationThe following table presents certain unaudited pro forma financial information for illustrative purposes only, for the three and nine months ended September 30, 2021 and 2020, respectively, as if Landmark had been acquired on January 1, 2020. This unaudited pro forma information combines the historical results of Landmark with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition. The unaudited pro forma information does not consider any changes to the provision expense resulting from recording loan assets at fair value, cost savings or business synergies. As a result, actual amounts would have differed from the unaudited pro forma information presented and the differences could be significant. Three months ended September 30, Nine months ended September 30,(Dollars in thousands)2021 2020 2021 2020Net interest income$ 17,174 $ 15,902 $ 51,174 $ 40,920Other income 4,009 4,619 14,774 10,876Total net interest income and other income$ 21,183 $ 20,521 $ 65,948 $ 51,796 Net income 6,598 5,839 21,446 12,170 Basic earnings per common share$1.17 $1.04 $3.80 $2.39Diluted earnings per common share$1.16 $1.03 $3.77 $2.37 Merger-related expensesFor the three and nine months ended September 30, 2021, the Company incurred $2.2 million and $3.1 million in merger-related expenses related to the merger with Landmark, primarily consisting of data processing, salaries and employee benefits, and professional fee expenses. The Company expects to incur another $0.6 million in non-recurring costs to integrate systems and dispose of premises and equipment in the last quarter of 2021. For the three and nine months ended September 30, 2020, the Company incurred merger-related expenses related to the merger with MNB totaling $0.2 million and $2.4 million, primarily consisting of professional fees, salaries and employee benefits and data processing fees. 1 5 375500000 298900000 308500000 12600000 0.272 3.26 647990 35100000 7800000 54.10 P1Y Purchase Price Consideration in Common Stock Landmark shares settled for stock 2,382,695Exchange ratio 0.272Total FDBC shares issued 647,990Value assigned to FDBC common share (06/30/2021 closing price) $ 54.10 Purchase price assigned to Landmark common shares exchanged for FDBC common shares $ 35,056,259 Purchase Price Consideration - Cash for Common Stock Landmark shares exchanged for cash, excluding fractional shares 2,382,695Cash consideration (per Landmark share) $ 3.26Cash portion of purchase price $ 7,767,586 Cash portion of purchase price (cash paid fractional shares) $ 5,559 Cash for outstanding Landmark stock options $ 69,250 Total consideration paid $ 42,898,654 Allocation of Purchase PriceIn thousands     Total Purchase Price $ 42,899 Estimated Fair Value of Assets Acquired Cash and cash equivalents 4,090 Investment securities 49,430 Loans 298,860 Restricted investments in bank stock 1,186 Premises and equipment 3,405 Lease property under finance leases 1,188 Core deposit intangible asset 597 Other real estate owned 488 Other assets 11,629 Total assets acquired 370,873 Estimated Fair Value of Liabilities Assumed Non-interest bearing deposits 100,472 Interest bearing deposits 208,057 Short-term borrowings 2,224 FHLB borrowings 4,602 Secured borrowings 20,619 Finance lease obligation 1,188 Other liabilities 3,387 Total liabilities assumed 340,549 Net Assets Acquired 30,324Goodwill Recorded in Acquisition $ 12,575 2382695 0.272 647990 54.10 35056259 2382695 3.26 7767586 5559 69250 42898654 42899000 4090000 49430000 298860000 1186000 3405000 1188000 597000 488000 11629000 370873000 100472000 208057000 2224000 4602000 20619000 1188000 3387000 340549000 30324000 12575000 3 3 309800000 Dollars in thousands Gross amortized cost basis at June 30, 2021 $ 309,767Interest rate fair value adjustment on pools of homogeneous loans (1,855)Credit fair value adjustment on pools of homogeneous loans (7,915)Credit fair value adjustment on purchased credit impaired loans (1,137)Fair value of acquired loans at June 30, 2021 $ 298,860 309767000 -1855000 7915000 1137000 298860000 -1900000 7900000 Dollars in thousands Contractual principal and interest at acquisition $ 5,306Non-accretable difference (1,691)Expected cash flows at acquisition 3,615Accretable yield (588)Fair value of purchased impaired loans $ 3,027 5306000 1691000 3615000 588000 3027000 2 P10Y 19 Three months ended September 30, Nine months ended September 30,(Dollars in thousands)2021 2020 2021 2020Net interest income$ 17,174 $ 15,902 $ 51,174 $ 40,920Other income 4,009 4,619 14,774 10,876Total net interest income and other income$ 21,183 $ 20,521 $ 65,948 $ 51,796 Net income 6,598 5,839 21,446 12,170 Basic earnings per common share$1.17 $1.04 $3.80 $2.39Diluted earnings per common share$1.16 $1.03 $3.77 $2.37 17174000 15902000 51174000 40920000 4009000 4619000 14774000 10876000 21183000 20521000 65948000 51796000 6598000 5839000 21446000 12170000 1.17 1.04 3.80 2.39 1.16 1.03 3.77 2.37 2200000 3100000 600000 200000 2400000 10. Employee BenefitsBank-Owned Life Insurance (BOLI)The Company has purchased single premium BOLI policies on certain officers. The policies are recorded at their cash surrender values. Increases in cash surrender values are included in non-interest income in the consolidated statements of income. As a result of the acquisition of MNB, the Company added BOLI with a value of $9.3 million during 2020. During the fourth quarter of 2020, the Company purchased an additional $11.0 million of BOLI. As a result of the acquisition of Landmark, the Company added BOLI with a value of $7.2 million during 2021. The policies’ cash surrender value totaled $52.4 million and $44.3 million, respectively, as of September 30, 2021 and December 31, 2020 and is reflected as an asset on the consolidated balance sheets. For the nine months ended September 30, 2021 and 2020, the Company has recorded income of $899 thousand and $577 thousand, respectively.Officer Life InsuranceIn 2017, the Bank entered into separate split dollar life insurance arrangements (Split Dollar Agreements) with eleven officers. This plan provides each officer a specified death benefit should the officer die while in the Bank’s employ. The Bank paid the insurance premiums in March 2017 and the arrangements were effective in March 2017. In March 2019, the Bank entered into a new Split Dollar Agreement with one officer. In January 2021, the Bank entered into Split Dollar Agreements with fifteen officers. The Bank owns the policies and all cash values thereunder. Upon death of the covered employee, the agreed-upon amount of death proceeds from the policies will be paid directly to the insured’s beneficiary. As of September 30, 2021, the policies had total death benefits of $52.4 million of which $4.4 million would have been paid to the officer’s beneficiaries and the remaining $48.0 million would have been paid to the Bank. In addition, four executive officers have the opportunity to retain a split dollar benefit equal to two times their highest base salary after separation from service if the vesting requirements are met. As of September 30, 2021 and December 31, 2020, the Company accrued expenses of $188 thousand and $154 thousand for the split dollar benefit.Supplemental Executive Retirement plan (SERP)On March 29, 2017, the Bank entered into separate supplemental executive retirement agreements (individually the “SERP Agreement”) with five officers, pursuant to which the Bank will credit an amount to a SERP account established on each participant’s behalf while they are actively employed by the Bank for each calendar month from March 1, 2017 until retirement. On March 20, 2019, the Bank entered into a SERP Agreement with one officer, pursuant to which the Bank will credit an amount to a SERP account established for the participant’s behalf while they are actively employed by the Bank for each calendar month from March 1, 2019 until normal retirement age. As a result of the acquisition of Landmark, the Company added $1.0 million in accrued SERP expenses to the consolidated balance sheets. As of September 30, 2021 and December 31, 2020, the Company accrued expenses of $3.4 million and $2.0 million in connection with the SERP. 9300000 11000000.0 7200000 52400000 44300000 899000 577000 11 1 15 52400000 4400000 48000000.0 4 188000 154000 5 1 1000000.0 3400000 2000000.0 11. Revenue RecognitionAs of January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified Topic 606. The Company has elected to use the modified retrospective approach with prior period financial statements unadjusted and presented with historical revenue recognition methods. The implementation of the new standard had no material impact on the measurement or recognition of revenue; as such, a cumulative effect adjustment to opening retained earnings was not deemed necessary. The majority of the Company’s revenues are generated through interest earned on securities and loans, which is explicitly excluded from the scope of the guidance. In addition, certain non-interest income streams such as fees associated with mortgage servicing rights, loan service charges, life insurance earnings, rental income and gains/losses on the sale of loans and securities are not in the scope of the new guidance. The main types of contracts with customers that are in the scope of the new guidance are:Service charges on deposit accounts – Deposit service charges represent fees charged by the Company for the performance obligation of providing services to a customer’s deposit account. The transaction price for deposit services includes both fixed and variable amounts based on the Company’s fee schedules. Revenue is recognized and payment is received either at a point in time for transactional fees or on a monthly basis for non-transactional fees.Interchange fees – Interchange fees represent fees charged by the Company for customers using debit cards. The contract is between the Company and the processor and the performance obligation is the ability of customers to use debit cards to make purchases at a point in time. The transaction price is a percentage of debit card usage and the processor pays the Company and revenue is recorded throughout the month as the performance obligations are being met.Fees from trust fiduciary activities – Trust fees represent fees charged by the Company for the management, custody and/or administration of trusts. These are mostly monthly fees based on the market value of assets in the trust account at the prior month end. Payment is generally received a few weeks after month end through a direct charge to customers’ accounts. Estate fees are recognized and charged as the Company reaches each of six different stages of the estate administration process.Fees from financial services – Financial service fees represent fees charged by the Company for the performance obligation of providing various services for an investment account. Revenue is recognized twice monthly for fees on sales transactions and on a monthly basis for advisory fees and quarterly for trail fees. Gain/loss on ORE sales – Gain/loss on the sale of ORE is recognized at the closing date when the sales proceeds are received. In seller-financed ORE transactions, the contract is made subject to our normal underwriting standards and pricing. The Company does not have any obligation or right to repurchase any sales of ORE.Contract balancesA contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before the payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity already received payment (or payment is due) from the customer. The Company’s non-interest income streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company typically does not enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of September 30, 2021 and December 31, 2020, the Company did not have any significant contract balances.Remaining performance obligationsThe Company’s performance obligations have an original expected duration of less than one year and follow the relevant guidance for recognizing revenue over time. There is no variable consideration subject to constraint that is not included in information about transaction price.Contract acquisition costsAn entity is required to capitalize and subsequently amortize into expense, certain incremental costs of obtaining a contract if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. 0 0 12. LeasesASU 2016-02 Leases (Topic 842) became effective for the Company on January 1, 2019. For all operating lease contracts where the Company is lessee, a right-of-use (ROU) asset and lease liability was recorded as of the effective date. The Company assumed all renewal terms will be exercised when calculating the ROU assets and lease liabilities. For leases existing at the transition date, any prepaid or deferred rent was added to the ROU asset to calculate the lease liability. The discount rate used to calculate the present value of future payments at the transition date was the Company’s incremental borrowing rate. The Company used the FHLB fixed rate borrowing rates on December 29, 2018 as the discount rate at transition. For all classes of underlying assets, the Company has elected not to record short-term leases (leases with a term of 12 months or less) on the balance sheet when the Company is lessee. Instead, the Company will recognize the lease payment on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. For all asset classes, the Company has elected, as a lessee, not to separate nonlease components from lease components and instead to account for each separate lease component and nonlease components associated with that lease component as a single lease component.Management determines if an arrangement is or contains a lease at contract inception. If an arrangement is determined to be or contains a lease, the Company recognizes a ROU asset and a lease liability when the asset is placed in service.The Company’s operating leases, where the Company is lessee, include property, land and equipment. As of September 30, 2021, eleven of the Company’s branch properties and one other property were leased under operating leases. In four of the branch leases, the Company leases the land from an unrelated third party, and the buildings are the Company’s own capital improvement. The Company also leases three standalone ATMs under operating leases. Additionally, the Company has one property lease and four equipment leases classified as finance leases.The following is an analysis of the leased property under finance leases: (dollars in thousands)September 30, 2021 December 31, 2020 Property and equipment$ 1,673 $ 485Less accumulated depreciation and amortization (308) (202)Leased property under finance leases, net$ 1,365 $ 283 ‎ The following is a schedule of future minimum lease payments under finance leases together with the present value of the net minimum lease payments as of September 30, 2021: (dollars in thousands)Amount 2021$ 622022 2472023 2202024 1642025 1582026 and thereafter 613Total minimum lease payments (a) 1,464Less amount representing interest (b) (89)Present value of net minimum lease payments$ 1,375 (a)The future minimum lease payments have not been reduced by estimated executory costs (such as taxes and maintenance) since this amount was deemed immaterial by management.(b)Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate upon lease inception. As of September 30, 2021, the Company leased its Green Ridge, Pittston, Peckville, Back Mountain, Mountain Top, Abington, Nazareth, Easton, Bethlehem, Martins Creek and Wyoming branches under the terms of operating leases. Common area maintenance is included in variable lease payments in the table below. The Abington branch has variable lease payments which are calculated as a percentage of the national prime rate of interest and are expensed as incurred. The Bethlehem and Easton branches have variable lease payments that increase annually and are expensed as incurred. (dollars in thousands)September 30, 2021 September 30, 2020Lease cost Finance lease cost: Amortization of right-of-use assets$ 105 $ 61Interest on lease liabilities 10 6Operating lease cost 452 392Short-term lease cost 30 14Variable lease cost 3 (4)Total lease cost$ 600 $ 469 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases$ 10 $ 6Operating cash flows from operating leases (Fixed payments)$ 413 $ 370Operating cash flows from operating leases (Liability reduction)$ 224 $ 175Financing cash flows from finance leases$ 103 $ 60Right-of-use assets obtained in exchange for new finance lease liabilities$ 1,188 $ 88Right-of-use assets obtained in exchange for new operating lease liabilities$ 1,644 $ 1,338Weighted-average remaining lease term - finance leases 7.39 yrs 3.36 yrsWeighted average remaining lease term - operating leases 19.70 yrs 21.47 yrsWeighted-average discount rate - finance leases 1.81% 2.53%Weighted-average discount rate - operating leases 3.41% 3.56% During the first nine months of 2021, $547 thousand of the total lease cost is included in premises and equipment expense and $26 thousand is included in other expenses on the consolidated statements of income. Operating lease expense is recognized on a straight-line basis over the lease term. We recognized both the interest expense and amortization expense for finance leases in premises and equipment expense since the interest expense portion was immaterial.‎ The future minimum lease payments for the Company’s branch network and equipment under operating leases that have lease terms in excess of one year as of September 30, 2021 are as follows: (dollars in thousands)Amount 2021$ 1572022 6192023 6062024 6022025 6102026 and thereafter 9,192Total future minimum lease payments 11,786Plus variable payment adjustment 328Less amount representing interest (3,549)Present value of net future minimum lease payments$ 8,565 The Company leases several properties, where the Company is lessor, under operating leases to unrelated parties. Some of these properties are residential properties surrounding the Main Branch that the Company leases on a month-to-month basis and are considered short-term leases. The undiscounted cash flows to be received on an annual basis for the remaining three properties under long-term operating leases are as follows: (dollars in thousands)Amount 2021$ 502022 1042023 482024 512025 542026 and thereafter 81Total lease payments to be received$ 388 The Company also indirectly originates automobile leases classified as direct finance leases. See Footnote 5, “Loans and leases”, for more information about the Company’s direct finance leases.Lease income recognized from direct finance leases was included in interest income from loans and leases on the consolidated statements of income. Lease income related to operating leases is included in fees and other revenue on the consolidated statements of income. The Company only receives a variable payment for taxes from one of its lessees, but the amount is immaterial and excluded from rental income. The amount of lease income recognized on the consolidated statements of income was as follows for the periods indicated: For the three months ended September 30, For the nine months ended September 30,(dollars in thousands)2021 2020 2021 2020Lease income - direct finance leases Interest income on lease receivables$ 201 $ 181 $ 596 $ 526 Lease income - operating leases 60 60 188 171Total lease income$ 261 $ 241 $ 784 $ 697 11 4 3 1 4 (dollars in thousands)September 30, 2021 December 31, 2020 Property and equipment$ 1,673 $ 485Less accumulated depreciation and amortization (308) (202)Leased property under finance leases, net$ 1,365 $ 283 1673000 485000 308000 202000 1365000 283000 (dollars in thousands)Amount 2021$ 622022 2472023 2202024 1642025 1582026 and thereafter 613Total minimum lease payments (a) 1,464Less amount representing interest (b) (89)Present value of net minimum lease payments$ 1,375 (a)The future minimum lease payments have not been reduced by estimated executory costs (such as taxes and maintenance) since this amount was deemed immaterial by management.(b)Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate upon lease inception. 62000 247000 220000 164000 158000 613000 1464000 89000 1375000 (dollars in thousands)September 30, 2021 September 30, 2020Lease cost Finance lease cost: Amortization of right-of-use assets$ 105 $ 61Interest on lease liabilities 10 6Operating lease cost 452 392Short-term lease cost 30 14Variable lease cost 3 (4)Total lease cost$ 600 $ 469 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases$ 10 $ 6Operating cash flows from operating leases (Fixed payments)$ 413 $ 370Operating cash flows from operating leases (Liability reduction)$ 224 $ 175Financing cash flows from finance leases$ 103 $ 60Right-of-use assets obtained in exchange for new finance lease liabilities$ 1,188 $ 88Right-of-use assets obtained in exchange for new operating lease liabilities$ 1,644 $ 1,338Weighted-average remaining lease term - finance leases 7.39 yrs 3.36 yrsWeighted average remaining lease term - operating leases 19.70 yrs 21.47 yrsWeighted-average discount rate - finance leases 1.81% 2.53%Weighted-average discount rate - operating leases 3.41% 3.56% 105000 61000 10000 6000 452000 392000 30000 14000 3000 -4000 600000 469000 10000 6000 413000 370000 224000 175000 103000 60000 1188000 88000 1644000 1338000 P7Y4M20D P3Y4M9D P19Y8M12D P21Y5M19D 0.0181 0.0253 0.0341 0.0356 547000 26000 (dollars in thousands)Amount 2021$ 1572022 6192023 6062024 6022025 6102026 and thereafter 9,192Total future minimum lease payments 11,786Plus variable payment adjustment 328Less amount representing interest (3,549)Present value of net future minimum lease payments$ 8,565 157000 619000 606000 602000 610000 9192000 11786000 328000 3549000 8565000 (dollars in thousands)Amount 2021$ 502022 1042023 482024 512025 542026 and thereafter 81Total lease payments to be received$ 388 50000 104000 48000 51000 54000 81000 388000 For the three months ended September 30, For the nine months ended September 30,(dollars in thousands)2021 2020 2021 2020Lease income - direct finance leases Interest income on lease receivables$ 201 $ 181 $ 596 $ 526 Lease income - operating leases 60 60 188 171Total lease income$ 261 $ 241 $ 784 $ 697 201000 181000 596000 526000 60000 60000 188000 171000 261000 241000 784000 697000 XML 12 R1.htm IDEA: XBRL DOCUMENT v3.21.2
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2021
Oct. 31, 2021
Document and Entity Information [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Current Fiscal Year End Date --12-31  
Document Period End Date Sep. 30, 2021  
Document Fiscal Year Focus 2021  
Document Transition Report false  
Entity File Number 001-38229  
Entity Registrant Name FIDELITY D & D BANCORP, INC.  
Entity Incorporation, State or Country Code PA  
Entity Tax Identification Number 23-3017653  
Entity Address, Address Line One Blakely & Drinker St.  
Entity Address, City or Town Dunmore  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 18512  
City Area Code 570  
Local Phone Number 342-8281  
Title of 12(b) Security Common stock, without par value  
Trading Symbol FDBC  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   5,645,687
Amendment Flag false  
Entity Central Index Key 0001098151  
Document Fiscal Period Focus Q3  
XML 13 R2.htm IDEA: XBRL DOCUMENT v3.21.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Assets:    
Cash and due from banks $ 51,466 $ 19,408
Interest-bearing deposits with financial institutions 115,920 49,938
Total cash and cash equivalents 167,386 69,346
Available-for-sale debt securities 686,926 392,420
Restricted investments in bank stock 3,321 2,813
Loans and leases, net (allowance for loan losses of $15,601 in 2021; $14,202 in 2020) 1,373,237 1,105,450
Loans held-for-sale (fair value $48,227 in 2021, $30,858 in 2020) 47,159 29,786
Foreclosed assets held-for-sale 803 256
Bank premises and equipment, net 29,406 27,626
Leased property under finance leases, net 1,365 283
Right-of-use assets 7,977 7,082
Cash surrender value of bank owned life insurance 52,417 44,285
Accrued interest receivable 7,178 5,712
Goodwill 19,628 7,053
Core deposit intangible, net 2,050 1,734
Other assets 12,946 5,664
Total assets 2,411,799 1,699,510
Liabilities:    
Deposits: Interest-bearing 1,576,498 1,102,009
Deposits: Non-interest-bearing 586,952 407,496
Total deposits 2,163,450 1,509,505
Accrued interest payable and other liabilities 15,955 10,400
Finance lease obligation 1,375 291
Operating lease liabilities 8,565 7,644
Secured borrowings 16,885  
FHLB advances   5,000
Total liabilities 2,206,230 1,532,840
Shareholders' equity:    
Preferred stock authorized 5,000,000 shares with no par value; none issued
Capital stock, no par value (10,000,000 shares authorized; shares issued and outstanding; 5,645,687 at September 30, 2021; and 4,977,750 at December 31, 2020) 113,862 77,676
Retained earnings 91,533 80,042
Accumulated other comprehensive income 174 8,952
Total shareholders' equity 205,569 166,670
Total liabilities and shareholders' equity $ 2,411,799 $ 1,699,510
XML 14 R3.htm IDEA: XBRL DOCUMENT v3.21.2
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Consolidated Balance Sheets [Abstract]    
Loans and leases, allowance for loan losses $ 15,601 $ 14,202
Loans held-for-sale, fair value $ 48,227 $ 30,858
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, no par value
Preferred stock, shares issued 0 0
Capital stock, no par value
Capital stock, shares authorized 10,000,000 10,000,000
Capital stock, shares issued 5,645,687 4,977,750
Capital stock, shares outstanding 5,645,687 4,977,750
XML 15 R4.htm IDEA: XBRL DOCUMENT v3.21.2
Consolidated Statements of Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Interest income:        
Loans and leases: Taxable $ 14,950 $ 11,655 $ 38,759 $ 30,212
Loans and leases: Nontaxable 409 339 1,058 914
Interest-bearing deposits with financial institutions 54 46 114 96
Restricted investments in bank stock 28 37 96 124
Investment securities:        
U.S. government agency and corporations 1,177 832 2,731 2,543
States and political subdivisions (nontaxable) 1,178 644 3,065 1,568
States and political subdivisions (taxable) 377 146 857 200
Other securities       3
Total interest income 18,173 13,699 46,680 35,660
Interest expense:        
Deposits 878 1,070 2,583 3,781
Secured borrowings 121   121  
Other short-term borrowings   53   248
FHLB advances   40 26 268
Total interest expense 999 1,163 2,730 4,297
Net interest income 17,174 12,536 43,950 31,363
Provision for loan losses 450 1,500 1,550 3,700
Net interest income after provision for loan losses 16,724 11,036 42,400 27,663
Other income:        
Earnings on bank-owned life insurance 326 216 899 577
Gain (loss) on write-down, sale or disposal of:        
Loans 188 1,346 3,671 1,998
Available-for-sale debt securities 40   40  
Premises and equipment 34 3 28 (59)
Total other income 4,009 4,370 14,102 9,833
Other expenses:        
Salaries and employee benefits 7,007 5,431 18,693 14,492
Premises and equipment 1,916 1,503 5,146 4,032
Data processing and communication 745 513 1,987 1,820
Advertising and marketing 668 204 1,825 885
Professional services 796 620 2,563 1,696
Merger-related expenses 2,201 221 3,143 2,439
Automated transaction processing 396 278 1,065 769
Office supplies and postage 164 171 438 448
PA shares tax 365 373 780 741
Loan collection 31 16 112 61
Other real estate owned 6 1 25 (13)
FDIC assessment 169 95 404 175
FHLB prepayment fee   (1) 369 481
Other 721 49 942 63
Total other expenses 15,185 9,474 37,492 28,089
Income before income taxes 5,548 5,932 19,010 9,407
Provision for income taxes 689 955 2,788 1,545
Net income $ 4,859 $ 4,977 $ 16,222 $ 7,862
Per share data:        
Net income - basic $ 0.86 $ 1.00 $ 3.11 $ 1.76
Net income - diluted 0.85 0.99 3.09 1.75
Dividends $ 0.30 $ 0.28 $ 0.90 $ 0.84
Service charges on deposit accounts [Member]        
Other income:        
Other income: revenues from contracts with customers $ 705 $ 548 $ 1,835 $ 1,521
Interchange fees [Member]        
Other income:        
Other income: revenues from contracts with customers 1,089 871 3,192 2,114
Service charges on loans [Member]        
Other income:        
Other income: revenues from contracts with customers 517 451 1,546 1,219
Fees from trust fiduciary activities [Member]        
Other income:        
Other income: revenues from contracts with customers 598 480 1,634 1,334
Fees from financial services [Member]        
Other income:        
Other income: revenues from contracts with customers 273 221 665 534
Fees and other revenue [Member]        
Other income:        
Other income: revenues from contracts with customers $ 239 $ 234 $ 592 $ 595
XML 16 R5.htm IDEA: XBRL DOCUMENT v3.21.2
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Consolidated Statements of Comprehensive Income [Abstract]        
Net income $ 4,859 $ 4,977 $ 16,222 $ 7,862
Other comprehensive (loss) income, before tax:        
Unrealized holding (loss) gain on available-for-sale debt securities (6,488) 783 (11,071) 5,339
Reclassification adjustment for net gains realized in income (40) (40)
Net unrealized (loss) gain (6,528) 783 (11,111) 5,339
Tax effect 1,371 (164) 2,333 (1,121)
Unrealized (loss) gain, net of tax (5,157) 619 (8,778) 4,218
Other comprehensive (loss) gain, net of tax (5,157) 619 (8,778) 4,218
Total comprehensive income (loss), net of tax $ (298) $ 5,596 $ 7,444 $ 12,080
XML 17 R6.htm IDEA: XBRL DOCUMENT v3.21.2
Consolidated Statements of Changes in Shareholders' Equity - USD ($)
$ in Thousands
Capital Stock [Member]
Retained earnings [Member]
Accumulated other comprehensive income (loss) [Member]
Total
Beginning balance at Dec. 31, 2019 $ 30,848 $ 72,385 $ 3,602 $ 106,835
Balance, shares at Dec. 31, 2019 3,781,500      
Net income   7,862   7,862
Other comprehensive (loss) income     4,218 4,218
Issuance of common stock through Employee Stock Purchase Plan $ 219     219
Issuance of common stock through Employee Stock Purchase Plan, shares 3,885      
Issuance of common stock from vested restricted share grants through stock compensation plans 15,395      
Stock-based compensation expense $ 944     944
Issuance of common stock for acquisition $ 45,408     45,408
Issuance of common stock for acquisition, shares 1,176,970      
Cash dividends declared   (3,875)   (3,875)
Ending balance at Sep. 30, 2020 $ 77,419 76,372 7,820 161,611
Balance, shares at Sep. 30, 2020 4,977,750      
Beginning balance at Jun. 30, 2020 $ 77,162 72,797 7,201 157,160
Balance, shares at Jun. 30, 2020 4,977,750      
Net income   4,977   4,977
Other comprehensive (loss) income     619 619
Stock-based compensation expense $ 257     257
Cash dividends declared   (1,402)   (1,402)
Ending balance at Sep. 30, 2020 $ 77,419 76,372 7,820 161,611
Balance, shares at Sep. 30, 2020 4,977,750      
Beginning balance at Dec. 31, 2020 $ 77,676 80,042 8,952 166,670
Balance, shares at Dec. 31, 2020 4,977,750      
Net income   16,222   16,222
Other comprehensive (loss) income     (8,778) (8,778)
Issuance of common stock through Employee Stock Purchase Plan $ 270     270
Issuance of common stock through Employee Stock Purchase Plan, shares 4,738      
Issuance of common stock from vested restricted share grants through stock compensation plans 13,209      
Issuance of common stock through exercise of SSARs, shares 2,000      
Stock-based compensation expense $ 860     860
Issuance of common stock for acquisition $ 35,056     35,056
Issuance of common stock for acquisition, shares 647,990      
Cash dividends declared   (4,731)   (4,731)
Ending balance at Sep. 30, 2021 $ 113,862 91,533 174 205,569
Balance, shares at Sep. 30, 2021 5,645,687      
Beginning balance at Jun. 30, 2021 $ 78,473 88,381 5,331 172,185
Balance, shares at Jun. 30, 2021 4,995,713      
Net income   4,859   4,859
Other comprehensive (loss) income     (5,157) (5,157)
Issuance of common stock from vested restricted share grants through stock compensation plans 1,984      
Stock-based compensation expense $ 333     333
Issuance of common stock for acquisition $ 35,056     35,056
Issuance of common stock for acquisition, shares 647,990      
Cash dividends declared   (1,707)   (1,707)
Ending balance at Sep. 30, 2021 $ 113,862 $ 91,533 $ 174 $ 205,569
Balance, shares at Sep. 30, 2021 5,645,687      
XML 18 R7.htm IDEA: XBRL DOCUMENT v3.21.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Dec. 31, 2020
Cash flows from operating activities:          
Net income $ 4,859 $ 4,977 $ 16,222 $ 7,862  
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation, amortization and accretion     4,246 3,062  
Provision for loan losses 450 1,500 1,550 3,700 $ 5,250
Deferred income tax expense (benefit)     137 (1,057)  
Stock-based compensation expense     850 851  
Excess tax benefit from exercise of SSARs     26    
Proceeds from sale of loans held-for-sale     143,159 107,747  
Originations of loans held-for-sale     (149,614) (112,553)  
Earnings from bank-owned life insurance (326) (216) (899) (577) (577)
Net gain from sales of loans     (3,671) (1,998)  
Net gain from sales of investment securities     (40)    
Net gain from sale and write-down of foreclosed assets held-for-sale     (34) (43)  
Net (gain) loss from write-down and disposal of bank premises and equipment     (28) 59  
Operating lease payments     26 22  
Change in:          
Accrued interest receivable     (552) (976)  
Other assets     1,005 928  
Accrued interest payable and other liabilities     1,514 1,041  
Net cash provided by operating activities     13,897 8,068  
Available-for-sale securities:          
Proceeds from sales     40,616 115,234  
Proceeds from maturities, calls and principal pay-downs     41,939 48,167  
Purchases     (341,890) (191,070)  
Increase in restricted investments in bank stock     678 2,196  
Net decrease (increase) in loans and leases     18,712 (148,026)  
Principal portion of lease payments received under direct finance leases     3,689 2,420  
Purchases of bank premises and equipment     (1,803) (1,401)  
Net cash (used in) provided by acquisition     (3,746) 53,004  
Proceeds from sale of bank premises and equipment     299 12  
Proceeds from sale of foreclosed assets held-for-sale     302 879  
Net cash used in investing activities     (241,204) (118,585)  
Cash flows from financing activities:          
Net increase in deposits     345,477 285,818  
Net decrease in other borrowings     (5,958) (37,839)  
Proceeds from Paycheck Protection Program Liquidity Facility (PPPLF)       152,791  
Repayment of PPPLF       (152,791)  
Repayment of FHLB advances     (9,602) (17,627)  
Repayment of finance lease obligation     (103) (60)  
Proceeds from employee stock purchase plan participants     270 219  
Dividends paid     (4,731) (3,875)  
Cash paid in lieu of fractional shares     (6) (4)  
Net cash provided by financing activities     325,347 226,632  
Net increase in cash and cash equivalents     98,040 116,115  
Cash and cash equivalents, beginning     69,346 15,663 15,663
Cash and cash equivalents, ending $ 167,386 $ 131,778 167,386 131,778 $ 69,346
Supplemental Disclosures of Cash Flow Information, Cash payments for:          
Interest     2,922 4,696  
Income tax     1,900 2,150  
Supplemental Disclosures of Non-cash Investing Activities:          
Net change in unrealized gains on available-for-sale securities     (11,111) 5,339  
Transfers from loans to foreclosed assets held-for-sale     327 842  
Transfers from loans to loans held-for-sale, net     9,158 5,129  
Transfers from premises and equipment to other assets held-for-sale     1,495    
Security settlement pending     1,419 9,299  
Right-of-use asset     389    
Lease liability     389    
Transactions related to acquisition, Increase in assets and liabilities:          
Securities     49,430 123,420  
Loans     298,860 245,283  
Restricted investments in bank stocks     1,186 692  
Premises and equipment     3,405 6,907  
Investment in bank-owned life insurance     7,233 9,230  
Goodwill     12,575 6,843  
Core deposit intangible asset     597 1,973  
Leased property under finance leases     1,188    
Right-of-use assets     756 1,354  
Other assets     4,128 2,680  
Non-interest-bearing deposits     (100,472) (118,822)  
Interest-bearing deposits     (208,057) (276,816)  
Short-term borrowings     (2,224)    
FHLB advances     (4,602) (7,627)  
Secured borrowings     (20,619)    
Finance lease obligation     (1,188)    
Operating lease liabilities     (756) (1,354)  
Other liabilities     (2,631) (1,356)  
Fair value of common shares issued     $ (35,056) $ (45,408)  
XML 19 R8.htm IDEA: XBRL DOCUMENT v3.21.2
Nature of Operations and Critical Accounting Policies
9 Months Ended
Sep. 30, 2021
Nature of Operations and Critical Accounting Policies [Abstract]  
Nature of Operations and Critical Accounting Policies 1. Nature of operations and critical accounting policiesNature of operationsFidelity D & D Bancorp, Inc. (the Company) is a bank holding company and the parent of The Fidelity Deposit and Discount Bank (the Bank). The Bank is a commercial bank and trust company chartered under the laws of the Commonwealth of Pennsylvania and a wholly-owned subsidiary of the Company. Having commenced operations in 1903, the Bank is committed to provide superior customer service, while offering a full range of banking products and financial and trust services to both our consumer and commercial customers from our main office located in Dunmore and other branches located throughout Lackawanna, Northampton and Luzerne Counties and Wealth Management offices in Schuylkill and Lebanon Counties.On July 1, 2021, the Company completed its acquisition of Landmark Bancorp, Inc. (Landmark) and its wholly-owned subsidiary, Landmark Community Bank (Landmark Bank). At the time of the acquisition, Landmark merged with and into the Company with the Company surviving the merger. In addition, Landmark Bank merged with and into the Bank with the Bank as the surviving bank. On May 1, 2020, the Company completed its acquisition of MNB Corporation (MNB) and its wholly-owned subsidiary, Merchants Bank of Bangor. At the time of the acquisition, MNB merged with and into the Company with the Company surviving the merger. In addition, Merchants Bank of Bangor merged with and into the Bank with the Bank as the surviving bank. Further discussion of the acquisition of Landmark can be found in Footnote 9, “Acquisition”.Principles of consolidationThe accompanying unaudited consolidated financial statements of the Company and the Bank have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to this Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial condition and results of operations for the periods have been included. All significant inter-company balances and transactions have been eliminated in consolidation.For additional information and disclosures required under U.S. GAAP, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.Management is responsible for the fairness, integrity and objectivity of the unaudited financial statements included in this report. Management prepared the unaudited financial statements in accordance with U.S. GAAP. In meeting its responsibility for the financial statements, management depends on the Company's accounting systems and related internal controls. These systems and controls are designed to provide reasonable but not absolute assurance that the financial records accurately reflect the transactions of the Company, the Company’s assets are safeguarded and that the financial statements present fairly the financial condition and results of operations of the Company.In the opinion of management, the consolidated balance sheets as of September 30, 2021 and December 31, 2020 and the related consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of changes in shareholders’ equity for the three and nine months ended September 30, 2021 and 2020, and consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 present fairly the financial condition and results of operations of the Company. All material adjustments required for a fair presentation have been made. These adjustments are of a normal recurring nature. Certain reclassifications have been made to the 2020 financial statements to conform to the 2021 presentation. In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after September 30, 2021 through the date these consolidated financial statements were issued.This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020, and the notes included therein, included within the Company’s Annual Report filed on Form 10-K.Critical accounting policiesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses. Management believes that the allowance for loan losses at September 30, 2021 is adequate and reasonable to cover incurred losses. Given the subjective nature of identifying and estimating loan losses, it is likely that well-informed individuals could make different assumptions and could, therefore, calculate a materially different allowance amount. While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in the future. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgment of information available to them at the time of their examination.Another material estimate is the calculation of fair values of the Company’s investment securities. Fair values of investment securities are determined by pricing provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Based on experience, management is aware that estimated fair values of investment securities tend to vary among valuation services. Accordingly, when selling investment securities, price quotes may be obtained from more than one source. All of the Company’s debt securities are classified as available-for-sale (AFS). AFS debt securities are carried at fair value on the consolidated balance sheets, with unrealized gains and losses, net of income tax, reported separately within shareholders’ equity as a component of accumulated other comprehensive income (AOCI).The fair value of residential mortgage loans, classified as held-for-sale (HFS), is obtained from the Federal National Mortgage Association (FNMA) or the Federal Home Loan Bank (FHLB). Generally, the market to which the Company sells residential mortgages it originates for sale is restricted and price quotes from other sources are not typically obtained. On occasion, the Company may transfer loans from the loan portfolio to loans HFS. Under these circumstances, pricing may be obtained from other entities and the residential mortgage loans are transferred at the lower of cost or market value and simultaneously sold. For other loans transferred to HFS, pricing may be obtained from other entities or modeled and the other loans are transferred at the lower of cost or market value and then sold. As of September 30, 2021 and December 31, 2020, loans classified as HFS consisted of residential mortgage loans.Financing of automobiles, provided to customers under lease arrangements of varying terms, are accounted for as direct finance leases. Interest income on automobile direct finance leasing is determined using the interest method to arrive at a level effective yield over the life of the lease. The lease residual and the lease receivable, net of unearned lease income, are recorded within loans and leases on the balance sheet.Foreclosed assets held-for-sale includes other real estate acquired through foreclosure (ORE) and may, from time-to-time, include repossessed assets such as automobiles. ORE is carried at the lower of cost (principal balance at date of foreclosure) or fair value less estimated cost to sell. Any write-downs at the date of foreclosure are charged to the allowance for loan losses. Expenses incurred to maintain ORE properties, subsequent write downs to the asset’s fair value, any rental income received and gains or losses on disposal are included as components of other real estate owned expense in the consolidated statements of income.We account for business combinations under the purchase method of accounting. The application of this method of accounting requires the use of significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are amortized, accreted or depreciated from those that are recorded as goodwill. Estimates of the fair values of assets acquired and liabilities assumed are based upon assumptions that management believes to be reasonable.Goodwill is recorded on the consolidated balance sheets as the excess of liabilities assumed over identifiable assets acquired on the acquisition date. Goodwill is recorded at its net carrying value which represents estimated fair value. The goodwill is deductible for tax purposes over a 15-year period. Goodwill is tested for impairment on at least an annual basis. There was no goodwill impairment as of September 30, 2021 and December 31, 2020. Other acquired intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing.Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. The Company accounts for certain participation interests in commercial loans receivable (loan participation agreements) sold as a sale of financial assets pursuant to ASC 860, Transfers and Servicing. Loan participation agreements that meet the sale criteria under ASC 860 are derecognized from the Consolidated Balance Sheets at the time of transfer. If the transfer of loans does not meet the sale criteria or participating interest criteria under ASC 860, the transfer is accounted for as a secured borrowing and the loan is not de-recognized and a participating liability is recorded in the Consolidated Balance Sheets.The Company holds separate supplemental executive retirement (SERP) agreements for certain officers and an amount is credited to each participant’s SERP account monthly while they are actively employed by the bank until retirement. A deferred tax asset is provided for the non-deductible SERP expense. The Company also entered into separate split dollar life insurance arrangements with four executives providing post-retirement benefits and accrues monthly expense for this benefit. The split dollar life insurance expense is not deductible for tax purposes. Monthly expenses for the SERP and post-retirement split dollar life benefit are recorded as components of salaries and employee benefit expense on the consolidated statements of income.For purposes of the consolidated statements of cash flows, cash and cash equivalents includes cash on hand, amounts due from banks and interest-bearing deposits with financial institutions.‎
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New Accounting Pronouncements
9 Months Ended
Sep. 30, 2021
New Accounting Pronouncements [Abstract]  
New Accounting Pronouncements 2. New accounting pronouncementsIn June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (CECL). The amendments in this update require financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. Previously, when credit losses were measured under GAAP, an entity only considered past events and current conditions when measuring the incurred loss. The amendments in this update broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgement in determining the relevant information and estimation methods that are appropriate under the circumstances. The amendments in this update also require that credit losses on available-for-sale debt securities be presented as an allowance for credit losses rather than a writedown.In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, which clarifies that receivables arising from operating leases are not within the scope of Topic 326. In December 2018, regulators issued a final rule related to regulatory capital (Regulatory Capital Rule: Implementation and Transition of the Current Expected Credit Losses Methodology for Allowances and Related Adjustments to the Regulatory Capital Rule and Conforming Amendments to Other Regulations) which is intended to provide regulatory capital relief for entities transitioning to CECL. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging and Topic 825, Financial Instruments. As it relates to CECL, this guidance amends certain provisions contained in ASU 2016-13, particularly in regards to the inclusion of accrued interest in the definition of amortized cost, as well as clarifying that extension and renewal options that are not unconditionally cancelable by the entity that are included in the original or modified contract should be considered in the entity’s determination of expected credit losses.The amendments in this update are effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019 for public companies. Early adoption is permitted beginning after December 15, 2018, including interim periods within those fiscal years. An entity will apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption (modified-retrospective approach). Upon adoption, the change in this accounting guidance could result in an increase in the Company's allowance for loan losses and require the Company to record loan losses more rapidly. The Company has engaged the services of a qualified third-party service provider to assist management in estimating credit allowances under this standard and is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. On October 16, 2019, the FASB decided to move forward with finalizing its proposal to defer the effective date for ASU 2016-13 for smaller reporting companies to fiscal years beginning after December 31, 2022, including interim periods within those fiscal periods. Since the Company currently meets the SEC definition of a smaller reporting company, the delay will be applicable to the Company.In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20). The amendments in this update change the disclosure requirements for defined benefit plans. The amendments in this update are effective for fiscal years ending after December 15, 2020 for the Company. An entity should apply the amendments in this update on a retrospective basis to all periods presented. The update was adopted by the Company on January 1, 2021 and the amendments in this update did not have a material impact on the Company’s disclosures.In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The amendments in this update are elective and apply to all entities that have contracts that reference LIBOR or another reference rate expected to be discontinued. The guidance includes a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. An optional expedient simplifies accounting for contract modifications to loans receivable and debt, by prospectively adjusting the effective interest rate. The amendments in ASU 2020-04 are effective as of March 12, 2020 through December 31, 2022. The Company expects to apply the amendments prospectively for applicable loan and other contracts within the effective period of ASU 2020-04.‎
XML 21 R10.htm IDEA: XBRL DOCUMENT v3.21.2
Accumulated Other Comprehensive Income
9 Months Ended
Sep. 30, 2021
Accumulated Other Comprehensive Income [Abstract]  
Accumulated Other Comprehensive Income 3. Accumulated other comprehensive income The following tables illustrate the changes in accumulated other comprehensive income by component and the details about the components of accumulated other comprehensive income as of and for the periods indicated: As of and for the nine months ended September 30, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 8,952 Other comprehensive loss before reclassifications, net of tax (8,747)Amounts reclassified from accumulated other comprehensive income, net of tax (31)Net current-period other comprehensive loss (8,778)Ending balance$ 174 As of and for the three months ended September 30, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 5,331 Other comprehensive loss before reclassifications, net of tax (5,126)Amounts reclassified from accumulated other comprehensive income, net of tax (31)Net current-period other comprehensive loss (5,157)Ending balance$ 174 As of and for the nine months ended September 30, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands)securitiesBeginning balance$ 3,602 Other comprehensive income before reclassifications, net of tax 4,218Amounts reclassified from accumulated other comprehensive income, net of tax -Net current-period other comprehensive income 4,218Ending balance$ 7,820 As of and for the three months ended September 30, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands)securitiesBeginning balance$ 7,201 Other comprehensive income before reclassifications, net of tax 619Amounts reclassified from accumulated other comprehensive income, net of tax -Net current-period other comprehensive income 619Ending balance$ 7,820 Details about accumulated other comprehensive income componentsAmount reclassified from accumulated Affected line item in the statement(dollars in thousands)other comprehensive income where net income is presented For the three months For the nine months ended September 30, ended September 30, 2021 2020 2021 2020 Unrealized gains (losses) on AFS debt securities$ 40  $ - $ 40  $ - Gain (loss) on sale of investment securitiesIncome tax effect (9) - (9) - Provision for income taxesTotal reclassifications for the period$ 31  $ - $ 31  $ - Net income
XML 22 R11.htm IDEA: XBRL DOCUMENT v3.21.2
Investment Securities
9 Months Ended
Sep. 30, 2021
Investment Securities [Abstract]  
Investment Securities 4. Investment securitiesAgency – Government-sponsored enterprise (GSE) and Mortgage-backed securities (MBS) - GSE residential Agency – GSE and MBS – GSE residential securities consist of short- to long-term notes issued by Federal Home Loan Mortgage Corporation (FHLMC), FNMA, FHLB and Government National Mortgage Association (GNMA). These securities have interest rates that are fixed and adjustable, have varying short to long-term maturity dates and have contractual cash flows guaranteed by the U.S. government or agencies of the U.S. government.Obligations of states and political subdivisions (municipal) The municipal securities are bank qualified or bank eligible, general obligation and revenue bonds rated as investment grade by various credit rating agencies and have fixed rates of interest with mid- to long-term maturities. Fair values of these securities are highly driven by interest rates. Management performs ongoing credit quality reviews on these issues.The amortized cost and fair value of investment securities at September 30, 2021 and December 31, 2020 are summarized as follows: Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueSeptember 30, 2021 Available-for-sale debt securities: Agency - GSE $ 112,949 $ 386 $ (1,820) $ 111,515Obligations of states and political subdivisions 335,011 5,527 (4,073) 336,465MBS - GSE residential 238,745 2,402 (2,201) 238,946 Total available-for-sale debt securities $ 686,705 $ 8,315 $ (8,094) $ 686,926 Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueDecember 31, 2020 Available-for-sale debt securities: Agency - GSE $ 45,146 $ 392 $ (91) $ 45,447Obligations of states and political subdivisions 192,385 7,480 (152) 199,713MBS - GSE residential 143,557 3,881 (178) 147,260 Total available-for-sale debt securities $ 381,088 $ 11,753 $ (421) $ 392,420 ‎ The amortized cost and fair value of debt securities at September 30, 2021 by contractual maturity are summarized below: Amortized Fair(dollars in thousands) cost valueAvailable-for-sale securities: Debt securities: Due in one year or less $ 985 $ 1,008Due after one year through five years 9,207 9,452Due after five years through ten years 109,420 107,939Due after ten years 328,348 329,581 MBS - GSE residential 238,745 238,946 Total available-for-sale debt securities $ 686,705 $ 686,926 Actual maturities will differ from contractual maturities because issuers and borrowers may have the right to call or repay obligations with or without call or prepayment penalty. Agency – GSE and municipal securities are included based on their original stated maturity. MBS – GSE residential, which are based on weighted-average lives and subject to monthly principal pay-downs, are listed in total. Most of the securities have fixed rates or have predetermined scheduled rate changes and many have call features that allow the issuer to call the security at par before its stated maturity without penalty.The following table presents the fair value and gross unrealized losses of debt securities aggregated by investment type, the length of time and the number of securities that have been in a continuous unrealized loss position as of September 30, 2021 and December 31, 2020: Less than 12 months More than 12 months Total Fair Unrealized Fair Unrealized Fair Unrealized(dollars in thousands) value losses value losses value losses September 30, 2021 Agency - GSE $ 87,844  $ (1,820) $ - $ - $ 87,844  $ (1,820)Obligations of states and political subdivisions 204,710  (3,882) 4,498  (191) 209,208  (4,073)MBS - GSE residential 160,399  (2,201) - - 160,399  (2,201)Total $ 452,953  $ (7,903) $ 4,498  $ (191) $ 457,451  $ (8,094)Number of securities 220  5  225  December 31, 2020 Agency - GSE $ 27,602  $ (91) $ - $ - $ 27,602  $ (91)Obligations of states and political subdivisions 15,256  (152) - - 15,256  (152)MBS - GSE residential 14,753  (178) - - 14,753  (178)Total $ 57,611  $ (421) $ - $ - $ 57,611  $ (421)Number of securities 30  - 30  The Company had 225 debt securities in an unrealized loss position at September 30, 2021, including 35 agency-GSE securities, 47 MBS – GSE residential securities and 143 municipal securities. The severity of these unrealized losses based on their underlying cost basis was as follows at September 30, 2021: 2.03% for agency - GSE, 1.35% for total MBS-GSE residential; and 1.91% for municipals. Five of these securities had been in an unrealized loss position in excess of 12 months. Management has no intent to sell any securities in an unrealized loss position as of September 30, 2021.Management believes the cause of the unrealized losses is related to changes in interest rates, instability in the capital markets or the limited trading activity due to illiquid conditions in the debt market and is not directly related to credit quality. Quarterly, management conducts a formal review of investment securities for the presence of other than temporary impairment (OTTI). The accounting guidance related to OTTI requires the Company to assess whether OTTI is present when the fair value of a debt security is less than its amortized cost as of the balance sheet date. Under those circumstances, OTTI is considered to have occurred if: (1) the entity has the intent to sell the security; (2) more likely than not the entity will be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is not sufficient to recover the entire amortized cost. The accounting guidance requires that credit-related OTTI be recognized in earnings while non-credit-related OTTI on securities not expected to be sold be recognized in other comprehensive income (OCI). Non-credit-related OTTI is based on other factors affecting market value, including illiquidity. The Company’s OTTI evaluation process also follows the guidance set forth in topics related to debt securities. The guidance set forth in the pronouncements require the Company to take into consideration current market conditions, fair value in relationship to cost, extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, current analysts’ evaluations, all available information relevant to the collectability of debt securities, the ability and intent to hold investments until a recovery of fair value which may be to maturity and other factors when evaluating for the existence of OTTI. The guidance requires that credit-related OTTI be recognized as a realized loss through earnings when there has been an adverse change in the holder’s expected cash flows such that the full amount (principal and interest) will probably not be received. This requirement is consistent with the impairment model in the guidance for accounting for debt securities.For all debt securities, as of September 30, 2021, the Company applied the criteria provided in the recognition and presentation guidance related to OTTI. That is, management has no intent to sell the securities and nor any conditions were identified by management that, more likely than not, would require the Company to sell the securities before recovery of their amortized cost basis. The results indicated there was no presence of OTTI in the Company’s security portfolio. In addition, management believes the change in fair value is attributable to changes in interest rates.
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Loans and Leases
9 Months Ended
Sep. 30, 2021
Loans and Leases [Abstract]  
Loans and Leases 5. Loans and leasesThe classifications of loans and leases at September 30, 2021 and December 31, 2020 are summarized as follows: (dollars in thousands)September 30, 2021 December 31, 2020Commercial and industrial$ 264,170 $ 280,757Commercial real estate: Non-owner occupied 306,537 192,143Owner occupied 247,563 179,923Construction 12,081 10,231Consumer: Home equity installment 47,331 40,147Home equity line of credit 53,747 49,725Auto loans 121,080 98,386Direct finance leases 23,661 20,095Other 7,701 7,602Residential: Real estate 271,760 218,445Construction 34,519 23,357Total 1,390,150 1,120,811Less: Allowance for loan losses (15,601) (14,202)Unearned lease revenue (1,312) (1,159)Loans and leases, net$ 1,373,237 $ 1,105,450 As of September 30, 2021, total loans of $1.4 billion were reflected net of deferred loan costs of $1.9 million, including $2.1 million in deferred fee income from Paycheck Protection Program (PPP) loans and $4.0 million in deferred loan costs. Net deferred loan costs of $1.7 million, including $2.2 million in deferred fee income from PPP loans and $3.9 million in deferred loan costs, have been included in the carrying values of loans at December 31, 2020.Commercial and industrial (C&I) loan balances were $264.2 million at September 30, 2021 and $280.8 million at December 31, 2020. As of September 30, 2021, the commercial and industrial loan balance included $64.7 million in PPP loans (net of deferred fees), including $13.4 million in PPP loans acquired from Landmark, compared to $129.9 million as of December 31, 2020. Excluding PPP loans, the balance of C&I loans at September 30, 2021 increased $48.7 million primarily from loans acquired from Landmark during the third quarter of 2021.Direct finance leases include the lease receivable and the guaranteed lease residual. Unearned lease revenue represents the difference between the lessor’s investment in the property and the gross investment in the lease. Unearned revenue is accrued over the life of the lease using the effective interest method.The Company services real estate loans for investors in the secondary mortgage market which are not included in the accompanying consolidated balance sheets. The approximate unpaid principal balance of mortgages serviced for others amounted to $433.3 million as of September 30, 2021 and $366.5 million as of December 31, 2020. Mortgage servicing rights amounted to $1.8 million and $1.3 million as of September 30, 2021 and December 31, 2020, respectively.Management is responsible for conducting the Company’s credit risk evaluation process, which includes credit risk grading of individual commercial and industrial and commercial real estate loans. Commercial and industrial and commercial real estate loans are assigned credit risk grades based on the Company’s assessment of conditions that affect the borrower’s ability to meet its contractual obligations under the loan agreement. That process includes reviewing borrowers’ current financial information, historical payment experience, credit documentation, public information and other information specific to each individual borrower. Upon review, the commercial loan credit risk grade is revised or reaffirmed. The credit risk grades may be changed at any time management feels an upgrade or downgrade may be warranted. The Company utilizes an external independent loan review firm that reviews and validates the credit risk program on at least an annual basis. Results of these reviews are presented to management and the board of directors. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.The global pandemic referred to as COVID-19 has created many barriers to loan production relative to the measures taken to slow the spread. These measures have put a large strain on a wide variety of industries within the global economy generally, and the Company’s market specifically. The overall economic impact and effect of the measures is yet to be fully understood as its effects will most likely lag timewise behind. Businesses and governments injected resources to help lessen the impact of the pandemic and the ultimate effect is uncertain until the government stimulus is fully utilized. Despite efforts to lessen the impact, it is the Company’s current belief that the pandemic will temporarily, or in some cases permanently, damage our borrower’s ability to repay loans and comply with terms.Paycheck Protection Program LoansThe Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and provided over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration (SBA) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (PPP).As a qualified SBA lender, the Company was automatically authorized to originate PPP loans. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrowers’ PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP.On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (Economic Aid Act) was enacted, extending the authority to make PPP loans through May 31, 2021, revising certain PPP requirements, and permitting second draw PPP loans. On March 11, 2021, the American Rescue Plan Act of 2021 (American Rescue Plan Act) was enacted expanding eligibility for first and second draw PPP loans and revising the exclusions from payroll costs for purposes of loan forgiveness.As of September 30, 2021, the Company had 840 PPP loans outstanding totaling $66.8 million, including 148 loans totaling $13.4 million acquired from the Landmark merger, which represents a $65.3 million, or 49%, decrease from the 1,246 loans totaling $132.1 million as of December 31, 2020. From the beginning of the program through September 30, 2021, the Company received forgiveness or paydowns of $182.9 million, or 77%, of the original PPP loan balances of $236.3 million (excludes Landmark-acquired PPP loans) with $155.9 million occurring during the nine months ended September 30, 2021. During the three and nine months ended September 30, 2021, the Company recognized $1.4 million and $4.2 million in SBA fees from PPP loans, net of origination expenses, compared to $1.0 million and $1.8 million for the three and nine months ended September 30, 2020. Unearned fees attributed to PPP loans, net of $0.2 million in fees paid to referral sources as prescribed by the SBA under the PPP program, were $2.1 million as of September 30, 2021.Acquired loans Acquired loans are marked to fair value on the date of acquisition. For detailed information on calculating the fair value of acquired loans, see Footnote 9, “Acquisition.”The carryover of allowance for loan losses related to acquired loans is prohibited as any credit losses in the loans are included in the determination of the fair value of the loans at the acquisition date. The allowance for loan losses on acquired loans reflects only those losses incurred after acquisition and represents the present value of cash flows expected at acquisition that is no longer expected to be collected. The Company reported provisional fair value adjustments regarding the acquired Landmark loan portfolio. Therefore, the Company did not record an allowance on the acquired non-purchased credit impaired loans. In conjunction with the quarterly evaluation of the adequacy of the allowance for loan losses, the Company performs an analysis on acquired loans to determine whether there has been subsequent deterioration in relation to those loans. If deterioration has occurred, the Company will include these loans in the calculation of the allowance for loan losses after the initial valuation and provide reserves accordingly.Upon acquisition, in accordance with U.S. GAAP, the Company has individually determined whether each acquired loan is within the scope of ASC 310-30 deemed as purchased credit impaired (PCI). As part of this process, the Company’s senior management and other relevant individuals reviewed the seller’s loan portfolio on a loan-by-loan basis to determine if any loans met the two-part definition of an impaired loan as defined by ASC 310-30: 1) Credit deterioration on the loan from its inception until the acquisition date, and 2) It is probable that not all contractual cash flows will be collected on the loan.With regards to ASC 310-30 loans, for external disclosure purposes, the aggregate contractual cash flows less the aggregate expected cash flows result in a credit related non-accretable yield amount. The aggregate expected cash flows less the acquisition date fair value result in an accretable yield amount. The accretable yield reflects the contractual cash flows management expects to collect above the loan's acquisition date fair value and will be recognized over the life of the loan on a level-yield basis as a component of interest income.Over the life of the acquired ASC 310-30 loan, the Company continues to estimate cash flows expected to be collected. Decreases in expected cash flows, other than from prepayments or rate adjustments, are recognized as impairments through a charge to the provision for credit losses resulting in an increase in the allowance for credit losses. Subsequent improvements in cash flows result in first, reversal of existing valuation allowances recognized after acquisition, if any, and next, an increase in the amount of accretable yield to be subsequently recognized on a prospective basis over the loan’s remaining life.Acquired ASC 310-30 loans that met the criteria for non-accrual of interest prior to acquisition are considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company can reasonably estimate the timing and amount of expected cash flows on such loans. Accordingly, the Company does not consider acquired contractually delinquent loans to be non-accruing and continues to recognize accretable yield on these loans which is recognized as interest income on a level yield method over the life of the loan.Acquired ASC 310-20 loans, which are loans that did not meet the criteria above, were pooled into groups of similar loans based on various factors including borrower type, loan purpose, and collateral type. For these pools, the Company used certain loan information, including outstanding principal balance, estimated expected losses, weighted average maturity, weighted average margin, and weighted average interest rate along with estimated prepayment rates, expected lifetime losses, and environment factors to estimate the expected cash flow for each loan pool.Within the ASC 310-20 loans, the Company identified certain loans that have higher risk. Although performing at the time of acquisition and likely will continue making payments in accordance with contractual terms, management elected a higher credit adjustment on these loans to reflect the greater inherent risk that the borrower will default on payments. Risk factors used to identify these loans included: loans that received COVID-19 related forbearance consistent with the regulatory guidance, loans that were in industries determined to be at greater risk to economic disruption due to COVID-19, loans that had a prior history of delinquency greater than 60 days at any point in the lifetime of the loan; loans with a Special Mention or Substandard risk rating; and/or loans borrowers in the Gasoline Station industry due to the environmental risk potential of these loans.The following table provides changes in accretable yield for all acquired loans accounted for under ASC 310-30. Loans accounted for under ASC 310-20 are not included in this table. For the nine months ended(dollars in thousands)September 30, 2021 September 30, 2020Balance at beginning of period $ 563 $ -Accretable yield on acquired loans 589 248Reclassification from non-accretable difference 197 192Accretion of accretable yield (350) (53)Balance at end of period$ 999 $ 387 The above table excludes the $275 thousand in non-accretable yield accreted to interest income for the nine months ended September 30, 2021 and $3 thousand in non-accretable yield accreted to interest income for the nine months ended September 30, 2020.During the nine months ended September 30, 2021, management performed an analysis of all loans acquired from mergers, consistent with and applicable to ASC 310-30 (Purchased Credit Impaired loans – PCI). The accretable yield balance increased from $563 thousand at December 31, 2020 to $999 thousand at September 30, 2021. The $436 thousand increase resulted from $589 thousand in accretable yield on loans acquired from the Landmark merger during the third quarter of 2021; $197 thousand reclassified from non-accretable yield to accretable yield including $129 thousand from improved collateral values and $68 thousand from payments received on PCI in excess of estimates; and $350 thousand in accretable yield accreted to interest income due to contractual payments received during the nine months ended September 30, 2021. Expected cash flows on acquired loans are estimated quarterly by incorporating several key assumptions. These key assumptions include probability of default and the number of actual prepayments after the acquisition date. Prepayments affect the estimated life of the loans and could change the amount of interest income, and possibly principal expected to be collected. In reforecasting future estimated cash flows, credit loss expectations are adjusted as necessary. Improved cash flow expectations for loans or pools are recorded first as a reversal of previously recorded impairment, if any, and then as an increase in prospective yield when all previously recorded impairment has been recaptured.‎ Non-accrual loansNon-accrual loans, segregated by class, at September 30, 2021 and December 31, 2020, were as follows: (dollars in thousands)September 30, 2021 December 31, 2020Commercial and industrial$ 259 $ 590Commercial real estate: Non-owner occupied 601 846Owner occupied 1,020 1,123Consumer: Home equity installment 27 61Home equity line of credit 97 395Auto loans 49 27Residential: Real estate 694 727Total$ 2,747 $ 3,769The table above excludes $4.4 million and $1.3 million in purchased credit impaired loans, net of unamortized fair value adjustments as of September 30, 2021 and December 31, 2020, respectively.The decision to place loans on non-accrual status is made on an individual basis after considering factors pertaining to each specific loan. C&I and CRE loans are placed on non-accrual status when management has determined that payment of all contractual principal and interest is in doubt or the loan is past due 90 days or more as to principal and interest, unless well-secured and in the process of collection. Consumer loans secured by real estate and residential mortgage loans are placed on non-accrual status at 90 days past due as to principal and interest and unsecured consumer loans are charged-off when the loan is 90 days or more past due as to principal and interest. The Company considers all non-accrual loans to be impaired loans.Troubled Debt Restructuring (TDR) A modification of a loan constitutes a TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession. The Company considers all TDRs to be impaired loans. The Company typically considers the following concessions when modifying a loan, which may include lowering interest rates below the market rate, temporary interest-only payment periods, term extensions at interest rates lower than the current market rate for new debt with similar risk and/or converting revolving credit lines to term loans. The Company typically does not forgive principal when granting a TDR modification.Consistent with Section 4013 and the Revised Statement of Section 4013 of the CARES Act, specifically “Temporary Relief From Troubled Debt Restructurings”, the Company approved requests by borrowers to modify loan terms and defer principal and/or interest payment for loans. U.S. GAAP permits the suspension of TDR determination defined under ASC 310-40 provided that such modifications are made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief. This includes short-term (i.e. six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current for purposes of Section 4013 are those that are less than 30 days past due on their contractual payments at the time the modification program is implemented.Beginning the week of March 16, 2020, the Company began receiving requests for temporary modifications to the repayment structure for borrower loans. Modification terms included interest only or full payment deferral for up to 6 months. As of September 30, 2021, the Company had no temporary modifications outstanding compared to 10 temporary modifications with principal balances totaling $2.2 million as of December 31, 2020.The following presents by class, information related to loans modified in a TDR: Loans modified as TDRs for the three months ended:(dollars in thousands)September 30, 2021 September 30, 2020 Recorded Increase in Recorded Increase in Number investment allowance Number investment allowance of (as of (as of of (as of (as of contracts period end) period end) contracts period end) period end)Commercial real estate - non-owner occupied - $ - $ - 2 $ 1,600 $ 475Total - $ - $ - 2 $ 1,600 $ 475 ‎ Loans modified as TDRs for the nine months ended:(dollars in thousands)September 30, 2021 September 30, 2020 Recorded Increase in Recorded Increase in Number investment allowance Number investment allowance of (as of (as of of (as of (as of contracts period end) period end) contracts period end) period end)Commercial real estate - non-owner occupied - $ - $ - 2 $ 1,600 $ 475Total - $ - $ - 2 $ 1,600 $ 475 In the above tables, the period end balance is inclusive of all partial pay downs and charge-offs since the modification date. For all loans modified in a TDR, the pre-modification recorded investment was the same as the post-modification recorded investment.Of the TDRs outstanding as of September 30, 2021 and 2020, when modified, the concessions granted consisted of temporary interest-only payments, extensions of maturity date, or a reduction in the rate of interest to a below-market rate for a contractual period of time. Other than the TDRs that were placed on non-accrual status, the TDRs were performing in accordance with their modified terms.Loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a TDR subsequently default, the Company evaluates the loan for possible further impairment. There were no loans modified as a TDR within the previous twelve months that subsequently defaulted (i.e. 90 days or more past due following a modification) during the three and nine months ended September 30, 2021 and 2020.The allowance for loan losses (allowance) may be increased, adjustments may be made in the allocation of the allowance or partial charge-offs may be taken to further write-down the carrying value of the loan. An allowance for impaired loans that have been modified in a TDR is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the loan’s observable market price. If the loan is collateral dependent, the estimated fair value of the collateral is used to establish the allowance.As of September 30, 2021 and 2020, the balance of outstanding TDRs was $3.0 million. As of September 30, 2021 and 2020, the allowance for impaired loans that have been modified in a TDR was $0.5 million and $0.6 million, respectively.Past due loansLoans are considered past due when the contractual principal and/or interest is not received by the due date. For loans reported 30-59 days past due, certain categories of loans are reported past due as and when the loan is in arrears for two payments or billing cycles. An aging analysis of past due loans, segregated by class of loans, as of the period indicated is as follows (dollars in thousands): Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days September 30, 2021past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 19  $ - $ 259  $ 278  $ 263,892  $ 264,170  $ -Commercial real estate: Non-owner occupied - 61  601  662  305,875  306,537  -Owner occupied 224  - 1,020  1,244  246,319  247,563  -Construction - - - - 12,081  12,081  -Consumer: Home equity installment 70  - 27  97  47,234  47,331  -Home equity line of credit 74  - 97  171  53,576  53,747  -Auto loans 458  54  160  672  120,408  121,080  111 Direct finance leases 110  7  - 117  22,232  22,349 (2) -Other 9  - 1  10  7,691  7,701  1 Residential: Real estate - - 694  694  271,066  271,760  -Construction - - - - 34,519  34,519  -Total$ 964  $ 122  $ 2,859  $ 3,945  $ 1,384,893  $ 1,388,838  $ 112 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.3 million. (3) Includes net deferred loan costs of $1.9 million.‎ Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2020past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 288  505  590  1,383  279,374  280,757  -Commercial real estate: Non-owner occupied 79  - 846  925  191,218  192,143  -Owner occupied 1  - 1,123  1,124  178,799  179,923  -Construction - - - - 10,231  10,231  -Consumer: Home equity installment 102  - 61  163  39,984  40,147  -Home equity line of credit 24  - 395  419  49,306  49,725  -Auto loans 197  25  27  249  98,137  98,386  -Direct finance leases 294  - 61  355  18,581  18,936 (2) 61 Other 9  - - 9  7,593  7,602  -Residential: Real estate - 74  727  801  217,644  218,445  -Construction - - - - 23,357  23,357  -Total$ 994  $ 604  $ 3,830  $ 5,428  $ 1,114,224  $ 1,119,652  $ 61 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.2 million. (3) Includes net deferred loan costs of $1.7 million. Impaired loans Impaired loans, segregated by class, as of the period indicated are detailed below: Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceSeptember 30, 2021 Commercial and industrial$ 422  $ 19  $ 240  $ 259  $ 19 Commercial real estate: Non-owner occupied 2,595  1,676  920  2,596  470 Owner occupied 1,904  1,438  66  1,504  387 Consumer: Home equity installment 60  - 27  27  -Home equity line of credit 137  - 97  97  -Auto loans 66  11  38  49  5 Residential: Real estate 741  550  144  694  89 Total$ 5,925  $ 3,694  $ 1,532  $ 5,226  $ 970  Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceDecember 31, 2020 Commercial and industrial$ 688  $ 549  $ 41  $ 590  $ 213 Commercial real estate: Non-owner occupied 2,960  1,677  1,171  2,848  481 Owner occupied 2,058  1,219  473  1,692  309 Consumer: Home equity installment 106  - 61  61  -Home equity line of credit 443  105  290  395  48 Auto loans 50  27  - 27  4 Residential: Real estate 774  559  168  727  151 Total$ 7,079  $ 4,136  $ 2,204  $ 6,340  $ 1,206  At September 30, 2021, impaired loans totaled $5.2 million consisting of $2.5 million in accruing TDRs and $2.7 million in non-accrual loans. At December 31, 2020, impaired loans totaled $6.3 million consisting of $2.5 million in accruing TDRs and $3.8 million in non-accrual loans. As of September 30, 2021, the non-accrual loans included three TDRs to two unrelated borrowers totaling $0.6 million compared with four TDRs to three unrelated borrowers totaling $0.7 million as of December 31, 2020.A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect the payments in accordance with the contractual terms of the loan. Factors considered in determining impairment include payment status, collateral value, and the probability of collecting payments when due. The significance of payment delays and/or shortfalls is determined on a case-by-case basis. All circumstances surrounding the loan are considered. Such factors include the length of the delinquency, the underlying reasons and the borrower’s prior payment record. Impairment is measured on these loans on a loan-by-loan basis. Impaired loans include non-accrual loans, TDRs and other loans deemed to be impaired based on the aforementioned factors.The following table presents the average recorded investments in impaired loans and related amount of interest income recognized during the periods indicated below. The average balances are calculated based on the quarter-end balances of impaired loans. Payments received from non-accruing impaired loans are first applied against the outstanding principal balance, then to the recovery of any charged-off amounts. Any excess is treated as a recovery of interest income. Payments received from accruing impaired loans are applied to principal and interest, as contractually agreed upon. For the nine months ended September 30, 2021 September 30, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 433  $ 3  $ - $ 327  $ 1  $ -Commercial real estate: Non-owner occupied 2,838  133  - 1,531  18  -Owner occupied 1,711  27  - 1,984  42  -Construction - - - - - -Consumer: Home equity installment 35  4  - 50  - -Home equity line of credit 268  20  - 341  - -Auto loans 30  - - 60  2  -Direct finance leases - - - - - -Other - - - - - -Residential: Real estate 717  - - 886  - -Construction - - - - - -Total$ 6,032  $ 187  $ - $ 5,179  $ 63  $ - ‎ For the three months ended September 30, 2021 September 30, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 325  $ - $ - $ 392  $ 1  $ -Commercial real estate: Non-owner occupied 2,676  73  - 2,545  6  -Owner occupied 1,555  7  - 1,742  9  -Construction - - - - - -Consumer: Home equity installment 27  - - 40  - -Home equity line of credit 114  - - 405  - -Auto loans 44  - - 60  2  -Direct finance leases - -   - - -Other - - - - - -Residential: Real estate 699  - - 699  - -Construction - - - - - -Total$ 5,440  $ 80  $ - $ 5,883  $ 18  $ - Credit Quality IndicatorsCommercial and industrial and commercial real estateThe Company utilizes a loan grading system and assigns a credit risk grade to its loans in the C&I and CRE portfolios. The grading system provides a means to measure portfolio quality and aids in the monitoring of the credit quality of the overall loan portfolio. The credit risk grades are arrived at using a risk rating matrix to assign a grade to each of the loans in the C&I and CRE portfolios.The following is a description of each risk rating category the Company uses to classify each of its C&I and CRE loans:PassLoans in this category have an acceptable level of risk and are graded in a range of one to five. Secured loans generally have good collateral coverage. Current financial statements reflect acceptable balance sheet ratios, sales and earnings trends. Management is competent, and a reasonable succession plan is evident. Payment experience on the loans has been good with minor or no delinquency experience. Loans with a grade of one are of the highest quality in the range. Those graded five are of marginally acceptable quality.Special MentionLoans in this category are graded a six and may be protected but are potentially weak. They constitute a credit risk to the Company but have not yet reached the point of adverse classification. Some of the following conditions may exist: little or no collateral coverage; lack of current financial information; delinquency problems; highly leveraged; available financial information reflects poor balance sheet ratios and profit and loss statements reflect uncertain trends; and document exceptions. Cash flow may not be sufficient to support total debt service requirements.SubstandardLoans in this category are graded a seven and have a well-defined weakness which may jeopardize the ultimate collectability of the debt. The collateral pledged may be lacking in quality or quantity. Financial statements may indicate insufficient cash flow to service the debt; and/or do not reflect a sound net worth. The payment history indicates chronic delinquency problems. Management is weak. There is a distinct possibility that the Company may sustain a loss. All loans on non-accrual are rated substandard. Other loans that are included in the substandard category can be accruing, as well as loans that are current or past due. Loans 90 days or more past due, unless otherwise fully supported, are classified substandard. Also, borrowers that are bankrupt or have loans categorized as TDRs can be graded substandard.DoubtfulLoans in this category are graded an eight and have a better than 50% possibility of the Company sustaining a loss, but the loss cannot be determined because of specific reasonable factors which may strengthen credit in the near-term. Many of the weaknesses present in a substandard loan exist. Liquidation of collateral, if any, is likely. Any loan graded lower than an eight is considered to be uncollectible and charged-off.‎ Consumer and residentialThe consumer and residential loan segments are regarded as homogeneous loan pools and as such are not risk rated. For these portfolios, the Company utilizes payment activity and history in assessing performance. Non-performing loans are comprised of non-accrual loans and loans past due 90 days or more and accruing. All loans not classified as non-performing are considered performing.The following table presents loans including $1.9 million and $1.7 million of deferred costs, segregated by class, categorized into the appropriate credit quality indicator category as of September 30, 2021 and December 31, 2020, respectively: Commercial credit exposureCredit risk profile by creditworthiness category September 30, 2021(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 260,216  $ 767  $ 3,187  $ - $ 264,170 Commercial real estate - non-owner occupied 285,455  14,939  6,143  - 306,537 Commercial real estate - owner occupied 224,147  7,223  16,193  - 247,563 Commercial real estate - construction 12,081  - - - 12,081 Total commercial$ 781,899  $ 22,929  $ 25,523  $ - $ 830,351  Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity September 30, 2021(dollars in thousands) Performing Non-performing TotalConsumer Home equity installment $ 47,304  $ 27  $ 47,331 Home equity line of credit 53,650  97  53,747 Auto loans 120,920  160  121,080 Direct finance leases (1) 22,349  - 22,349 Other 7,700  1  7,701 Total consumer 251,923  285  252,208 Residential Real estate 271,066  694  271,760 Construction 34,519  - 34,519 Total residential 305,585  694  306,279 Total consumer & residential $ 557,508  $ 979  $ 558,487 (1)Net of unearned lease revenue of $1.3 million. Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2020(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 272,889  $ 4,162  $ 3,706  $ - $ 280,757 Commercial real estate - non-owner occupied 179,311  6,445  6,387  - 192,143 Commercial real estate - owner occupied 167,873  3,241  8,809  - 179,923 Commercial real estate - construction 8,635  1,233  363  - 10,231 Total commercial$ 628,708  $ 15,081  $ 19,265  $ - $ 663,054  ‎ Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity December 31, 2020(dollars in thousands) Performing Non-performing Total Consumer Home equity installment $ 40,086  $ 61  $ 40,147 Home equity line of credit 49,330  395  49,725 Auto loans 98,359  27  98,386 Direct finance leases (2) 18,875  61  18,936 Other 7,602  - 7,602 Total consumer 214,252  544  214,796 Residential Real estate 217,718  727  218,445 Construction 23,357  - 23,357 Total residential 241,075  727  241,802 Total consumer & residential $ 455,327  $ 1,271  $ 456,598 (2)Net of unearned lease revenue of $1.2 million.Allowance for loan lossesManagement continually evaluates the credit quality of the Company’s loan portfolio and performs a formal review of the adequacy of the allowance on a quarterly basis. The allowance reflects management’s best estimate of the amount of credit losses in the loan portfolio. Management’s judgment is based on the evaluation of individual loans, experience, the assessment of current economic conditions and other relevant factors including the amounts and timing of cash flows expected to be received on impaired loans. Those estimates may be susceptible to significant change. Loan losses are charged directly against the allowance when loans are deemed to be uncollectible. Recoveries from previously charged-off loans are added to the allowance when received.Management applies two primary components during the loan review process to determine proper allowance levels. The two components are a specific loan loss allocation for loans that are deemed impaired and a general loan loss allocation for those loans not specifically allocated. The methodology to analyze the adequacy of the allowance for loan losses is as follows:identification of specific impaired loans by loan category;identification of specific loans that are not impaired, but have an identified potential for loss;calculation of specific allowances where required for the impaired loans based on collateral and other objective and quantifiable evidence;determination of loans with similar credit characteristics within each class of the loan portfolio segment and eliminating the impaired loans;application of historical loss percentages (trailing twelve-quarter average) to pools to determine the allowance allocation; application of qualitative factor adjustment percentages to historical losses for trends or changes in the loan portfolio.Qualitative factor adjustments include:olevels of and trends in delinquencies and non-accrual loans;olevels of and trends in charge-offs and recoveries;otrends in volume and terms of loans;ochanges in risk selection and underwriting standards;ochanges in lending policies and legal and regulatory requirements;oexperience, ability and depth of lending management;onational and local economic trends and conditions; andochanges in credit concentrations.Allocation of the allowance for different categories of loans is based on the methodology as explained above. A key element of the methodology to determine the allowance is the Company’s credit risk evaluation process, which includes credit risk grading of individual C&I and CRE loans. C&I and CRE loans are assigned credit risk grades based on the Company’s assessment of conditions that affect the borrower’s ability to meet its contractual obligations under the loan agreement. That process includes reviewing borrowers’ current financial information, historical payment experience, credit documentation, public information and other information specific to each individual borrower. Upon review, the commercial loan credit risk grade is revised or reaffirmed. The credit risk grades may be changed at any time management feels an upgrade or downgrade may be warranted. The credit risk grades for the C&I and CRE loan portfolios are considered in the reserve methodology and loss factors are applied based upon the credit risk grades. The loss factors applied are based upon the Company’s historical experience as well as what we believe to be best practices and common industry standards. Historical experience reveals there is a direct correlation between the credit risk grades and loan charge-offs. The changes in allocations in the C&I and CRE loan portfolio from period to period are based upon the credit risk grading system and from periodic reviews of the loan portfolio. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies. Each quarter, management performs an assessment of the allowance. The Company’s Special Assets Committee meets quarterly, and the applicable lenders discuss each relationship under review and reach a consensus on the appropriate estimated loss amount, if applicable, based on current accounting guidance. The Special Assets Committee’s focus is on ensuring the pertinent facts are considered regarding not only loans considered for specific reserves, but also the collectability of loans that may be past due in payment. The assessment process also includes the review of all loans on a non-accruing basis as well as a review of certain loans to which the lenders or the Company’s Credit Administration function have assigned a criticized or classified risk rating.The Company’s policy is to charge-off unsecured consumer loans when they become 90 days or more past due as to principal and interest. In the other portfolio segments, amounts are charged-off at the point in time when the Company deems the balance, or a portion thereof, to be uncollectible.Information related to the change in the allowance and the Company’s recorded investment in loans by portfolio segment as of the period indicated is as follows: As of and for the nine months ended September 30, 2021 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 2,407  $ 6,383  $ 2,552  $ 2,781  $ 79  $ 14,202 Charge-offs (120) (209) (110) (43) - (482)Recoveries 20  241  70  - - 331 Provision 134  870  (66) 275  337  1,550 Ending balance$ 2,441  $ 7,285  $ 2,446  $ 3,013  $ 416  $ 15,601 Ending balance: individually evaluated for impairment$ 19  $ 857  $ 5  $ 89  $ - $ 970 Ending balance: collectively evaluated for impairment$ 2,422  $ 6,428  $ 2,441  $ 2,924  $ 416  $ 14,631 Loans Receivables: Ending balance (2)$ 264,170  $ 566,181  $ 252,208 (1)$ 306,279  $ - $ 1,388,838 Ending balance: individually evaluated for impairment$ 259  $ 4,100  $ 173  $ 694  $ - $ 5,226 Ending balance: collectively evaluated for impairment$ 263,911  $ 562,081  $ 252,035  $ 305,585  $ - $ 1,383,612 (1) Net of unearned lease revenue of $1.3 million. (2) Includes $1.9 million of net deferred loan costs. As of and for the three months ended September 30, 2021 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 2,324  $ 7,228  $ 2,497  $ 3,070  $ 126  $ 15,245 Charge-offs (14) (77) (28) - - (119)Recoveries 5  6  14  - - 25 Provision 126  128  (37) (57) 290  450 Ending balance$ 2,441  $ 7,285  $ 2,446  $ 3,013  $ 416  $ 15,601  ‎ As of and for the year ended December 31, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747 Charge-offs (372) (465) (296) (35) - (1,168)Recoveries 26  30  120  197  - 373 Provision 1,269  2,885  715  341  40  5,250 Ending balance$ 2,407  $ 6,383  $ 2,552  $ 2,781  $ 79  $ 14,202 Ending balance: individually evaluated for impairment$ 213  $ 790  $ 52  $ 151  $ - $ 1,206 Ending balance: collectively evaluated for impairment$ 2,194  $ 5,593  $ 2,500  $ 2,630  $ 79  $ 12,996 Loans Receivables: Ending balance (2)$ 280,757  $ 382,297  $ 214,796 (1)$ 241,802  $ - $ 1,119,652 Ending balance: individually evaluated for impairment$ 590  $ 4,540  $ 483  $ 727  $ - $ 6,340 Ending balance: collectively evaluated for impairment$ 280,167  $ 377,757  $ 214,313  $ 241,075  $ - $ 1,113,312 (1) Net of unearned lease revenue of $1.2 million. (2) Includes $1.7 million of net deferred loan costs. As of and for the nine months ended September 30, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747 Charge-offs (265) (410) (184) (35) - (894)Recoveries 24  22  93  192  - 331 Provision 605  2,298  350  435  12  3,700 Ending balance$ 1,848  $ 5,843  $ 2,272  $ 2,870  $ 51  $ 12,884  As of and for the three months ended September 30, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,467  $ 5,346  $ 2,146  $ 2,688  $ 24  $ 11,671 Charge-offs (5) (246) (69) (4) - (324)Recoveries 6  19  12  - - 37 Provision 380  724  183  186  27  1,500 Ending balance$ 1,848  $ 5,843  $ 2,272  $ 2,870  $ 51  $ 12,884  Direct finance leasesOn January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), and subsequent related updates to revise the accounting for leases. Lessor accounting was largely unchanged as a result of the standard. Additional disclosures required under the standard are included in this section and in Footnote 12, “Leases”.The Company originates direct finance leases through two automobile dealerships. The carrying amount of the Company’s lease receivables, net of unearned income, was $7.2 million and $6.0 million as of September 30, 2021 and December 31, 2020, respectively. The residual value of the direct finance leases is fully guaranteed by the dealerships. Residual values amounted to $15.1 million and $12.9 million at September 30, 2021 and December 31, 2020, respectively, and are included in the carrying value of direct finance leases. ‎ The undiscounted cash flows to be received on an annual basis for the direct finance leases are as follows: (dollars in thousands)Amount 2021$ 1,6562022 7,1362023 5,9332024 7,7252025 1,1172026 and thereafter 94Total future minimum lease payments receivable 23,661Less: Unearned income (1,312)Undiscounted cash flows to be received$ 22,349
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Earnings Per Share
9 Months Ended
Sep. 30, 2021
Earnings Per Share [Abstract]  
Earnings Per Share 6. Earnings per shareBasic earnings per share (EPS) is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed in the same manner as basic EPS but also reflects the potential dilution that could occur from the grant of stock-based compensation awards. The Company maintains two active share-based compensation plans that may generate additional potentially dilutive common shares. For granted and unexercised stock-settled stock appreciation rights (SSARs), dilution would occur if Company-issued SSARs were exercised and converted into common stock. As of the three and nine months ended September 30, 2021, there were 26,346 and 29,378 potentially dilutive shares related to issued and unexercised SSARs compared to 23,638 and 23,637 for the same 2020 periods, respectively. For restricted stock, dilution would occur from the Company’s previously granted but unvested shares. There were 12,515 and 11,345 potentially dilutive shares related to unvested restricted share grants as of the three and nine months ended September 30, 2021 compared to 4,981 and 3,435 for the same 2020 periods, respectively. In the computation of diluted EPS, the Company uses the treasury stock method to determine the dilutive effect of its granted but unexercised stock options and SSARs and unvested restricted stock. Under the treasury stock method, the assumed proceeds, as defined, received from shares issued in a hypothetical stock option exercise or restricted stock grant, are assumed to be used to purchase treasury stock. Proceeds include amounts received from the exercise of outstanding stock options and compensation cost for future service that the Company has not yet recognized in earnings. The Company does not consider awards from share-based grants in the computation of basic EPS.The following table illustrates the data used in computing basic and diluted EPS for the periods indicated: Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020(dollars in thousands except per share data) Basic EPS: Net income available to common shareholders$ 4,859 $ 4,977 $ 16,222 $ 7,862Weighted-average common shares outstanding 5,643,897 4,977,750 5,212,500 4,454,762Basic EPS$ 0.86 $ 1.00 $ 3.11 $ 1.76 Diluted EPS: Net income available to common shareholders$ 4,859 $ 4,977 $ 16,222 $ 7,862Weighted-average common shares outstanding 5,643,897 4,977,750 5,212,500 4,454,762Potentially dilutive common shares 38,861 28,619 40,723 27,072Weighted-average common and potentially dilutive shares outstanding 5,682,758 5,006,369 5,253,223 4,481,834Diluted EPS$ 0.85 $ 0.99 $ 3.09 $ 1.75
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Stock Plans
9 Months Ended
Sep. 30, 2021
Stock Plans [Abstract]  
Stock Plans 7. Stock plansThe Company has two stock-based compensation plans (the stock compensation plans) from which it can grant stock-based compensation awards and applies the fair value method of accounting for stock-based compensation provided under current accounting guidance. The guidelines require the cost of share-based payment transactions (including those with employees and non-employees) be recognized in the financial statements. The Company’s stock compensation plans were shareholder-approved and permit the grant of share-based compensation awards to its employees and directors. The Company believes that the stock-based compensation plans will advance the development, growth and financial condition of the Company by providing incentives through participation in the appreciation in the value of the Company’s common stock. In return, the Company hopes to secure, retain and motivate the employees and directors who are responsible for the operation and the management of the affairs of the Company by aligning the interest of its employees and directors with the interest of its shareholders. In the stock compensation plans, employees and directors are eligible to be awarded stock-based compensation grants which can consist of stock options (qualified and non-qualified), stock appreciation rights (SARs) and restricted stock.At the 2012 annual shareholders’ meeting, the Company’s shareholders approved and the Company adopted the 2012 Omnibus Stock Incentive Plan and the 2012 Director Stock Incentive Plan (collectively, the 2012 stock incentive plans). Unless terminated by the Company’s board of directors, the 2012 stock incentive plans will expire on and no stock-based awards shall be granted after the year 2022.In each of the 2012 stock incentive plans, the Company has reserved 750,000 shares of its no-par common stock for future issuance. The Company recognizes share-based compensation expense over the requisite service or vesting period. During 2015, the Company created a Long-Term Incentive Plan (LTIP) that awarded restricted stock and stock-settled stock appreciation rights (SSARs) to senior officers based on the attainment of performance goals. The service requirement was the participant’s continued employment throughout the LTIP with a three year vesting period. Under this plan, the restricted stock had a two year post vesting holding period requirement. The SSAR awards have a ten year term from the date of each grant. During the first quarter of 2021, the Company approved a 1-year LTIP and awarded restricted stock to senior officers and managers in February and March 2021 based on 2020 performance.During the first quarter of 2020, the Company approved a 1-year LTIP and awarded restricted stock to senior officers and managers in February and March 2020 based on 2019 performance. The following table summarizes the weighted-average fair value and vesting of restricted stock grants awarded during the periods ended September 30, 2021 and 2020 under the 2012 stock incentive plans: September 30, 2021 September 30, 2020 Weighted- Weighted- Shares average grant Shares average grant granted date fair value granted date fair value Director plan 12,500(2)$ 52.00 6,000(2)$ 56.63Omnibus plan 13,552(3) 52.00 11,761(3) 55.06Omnibus plan 50(1) 58.17 50(1) 57.62Omnibus plan 36(3) 58.17 500(2) 34.02Omnibus plan 476(2) 52.62 - -Total 26,614 $ 52.03 18,311 $ 55.00(1) Vest after 1 year (2) Vest after 3 years – 33% each year (3) Vest fully after 3 yearsThe fair value of the shares granted in 2021 was calculated using the grant date stock price. A summary of the status of the Company’s non-vested restricted stock as of and changes during the period indicated are presented in the following table: 2012 Stock incentive plans Director Omnibus Total Weighted- average grant date fair valueNon-vested balance at December 31, 2020 9,402 20,675 30,077 $ 53.36Granted 12,500 14,114 26,614 52.03Forfeited - (439) (439) 52.66Vested (6,982) (6,227) (13,209) 51.23Non-vested balance at September 30, 2021 14,920 28,123 43,043 $ 53.20 ‎ A summary of the status of the Company’s SSARs as of and changes during the period indicated are presented in the following table: Awards Weighted-average grant date fair value Weighted-average remaining contractual term (years)Outstanding December 31, 2020 97,264 $ 9.47 6.5Granted - Exercised (2,932) 3.48 Forfeited - Outstanding September 30, 2021 94,332 $ 9.66 5.8 Of the SSARs outstanding at September 30, 2021, 90,639 vested and were exercisable. SSARs vest over a three year period – 33% per year.During the first quarter of 2021, there were 2,932 SSARs exercised. The intrinsic value recorded for these SSARs was $10,190. The tax deduction realized from the exercise of these SSARs was $125,810 resulting in a tax benefit of $26,420. There were no SSARs exercised during 2020.Share-based compensation expense is included as a component of salaries and employee benefits in the consolidated statements of income. The following tables illustrate stock-based compensation expense recognized on non-vested equity awards during the three and nine months ended September 30, 2021 and 2020 and the unrecognized stock-based compensation expense as of September 30, 2021: Three months ended September 30, Nine months ended September 30,(dollars in thousands)2021 2020 2021 2020Stock-based compensation expense: Director stock incentive plan $ 170 $ 66 $ 339 $ 367Omnibus stock incentive plan 163 191 477 550Employee stock purchase plan - - 44 27Total stock-based compensation expense$ 333 $ 257 $ 860 $ 944In addition, during the nine months ended September 30, 2021, the Company reversed accruals of ($10 thousand) in stock-based compensation expense for restricted stock and SSARs awarded under the Omnibus Plan. During the three and nine months ended September 30, 2020, the Company reversed accruals of ($30 thousand) and ($93 thousand) in stock-based compensation expense for restricted stock and SSARs awarded under the Omnibus Plan. As of(dollars in thousands) September 30, 2021Unrecognized stock-based compensation expense: Director plan $ 581Omnibus plan 944Total unrecognized stock-based compensation expense $ 1,525The unrecognized stock-based compensation expense as of September 30, 2021 will be recognized ratably over the periods ended February 2024 and July 2024 for the Director Plan and the Omnibus Plan, respectively.In addition to the 2012 stock incentive plans, the Company established the 2002 Employee Stock Purchase Plan (the ESPP) and reserved 165,000 shares of its un-issued capital stock for issuance under the plan. The ESPP was designed to promote broad-based employee ownership of the Company’s stock and to motivate employees to improve job performance and enhance the financial results of the Company. Under the ESPP, participation is voluntary whereby employees use automatic payroll withholdings to purchase the Company’s capital stock at a discounted price based on the fair market value of the capital stock as measured on either the commencement or termination dates, as defined. As of September 30, 2021, 89,642 shares have been issued under the ESPP. The ESPP is considered a compensatory plan and is required to comply with the provisions of current accounting guidance. The Company recognizes compensation expense on its ESPP on the date the shares are purchased, and it is included as a component of salaries and employee benefits in the consolidated statements of income.
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Fair Value Measurements
9 Months Ended
Sep. 30, 2021
Fair Value Measurements [Abstract]  
Fair Value Measurements 8. Fair value measurementsThe accounting guidelines establish a framework for measuring and disclosing information about fair value measurements. The guidelines of fair value reporting instituted a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - inputs are quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument;Level 3 - inputs are unobservable and are based on the Company’s own assumptions to measure assets and liabilities at fair value. Level 3 pricing for securities may also include unobservable inputs based upon broker-traded transactions.A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company uses fair value to measure certain assets and, if necessary, liabilities on a recurring basis when fair value is the primary measure for accounting. Thus, the Company uses fair value for AFS securities. Fair value is used on a non-recurring basis to measure certain assets when adjusting carrying values to market values, such as impaired loans, other real estate owned (ORE) and other repossessed assets.The following table represents the carrying amount and estimated fair value of the Company’s financial instruments as of the periods indicated: September 30, 2021 Quoted prices Significant Significant in active other other Carrying Estimated markets observable inputs unobservable inputs(dollars in thousands)amount fair value (Level 1) (Level 2) (Level 3)Financial assets: Cash and cash equivalents$ 167,386  $ 167,386  $ 167,386  $ - $ -Available-for-sale debt securities 686,926  686,926  - 686,926  -Restricted investments in bank stock 3,321  3,321  - 3,321  -Loans and leases, net 1,373,237  1,392,879  - - 1,392,879 Loans held-for-sale 47,159  48,227  - 48,227  -Accrued interest receivable 7,178  7,178  - 7,178  -Financial liabilities: Deposits with no stated maturities 2,014,501  2,014,501  - 2,014,501  -Time deposits 148,949  148,872  - 148,872  -Secured borrowings 16,885  16,885  - - 16,885 Accrued interest payable 175  175  - 175  - December 31, 2020 Quoted prices Significant Significant in active other other Carrying Estimated markets observable inputs unobservable inputs(dollars in thousands)amount fair value (Level 1) (Level 2) (Level 3)Financial assets: Cash and cash equivalents$ 69,346  $ 69,346  $ 69,346  $ - $ -Available-for-sale debt securities 392,420  392,420  - 392,420  -Restricted investments in bank stock 2,813  2,813  - 2,813  -Loans and leases, net 1,105,450  1,116,711  - - 1,116,711 Loans held-for-sale 29,786  30,858  - 30,858  -Accrued interest receivable 5,712  5,712  - 5,712  -Financial liabilities: Deposits with no stated maturities 1,381,722  1,381,722  - 1,381,722  -Time deposits 127,783  128,200  - 128,200  -FHLB advances 5,000  5,348  - 5,348  -Accrued interest payable 337  337  - 337  - The carrying value of short-term financial instruments, as listed below, approximates their fair value. These instruments generally have limited credit exposure, no stated or short-term maturities, carry interest rates that approximate market and generally are recorded at amounts that are payable on demand:Cash and cash equivalents;Non-interest bearing deposit accounts;Savings, interest-bearing checking and money market accounts andShort-term borrowings. Securities: Fair values on investment securities are determined by prices provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Originated loans and leases: The fair value of accruing loans is estimated by calculating the net present value of the future expected cash flows discounted using the exit price notion. The discount rate is based upon current offering rates, with an additional discount for expected potential charge-offs. Additionally, an environmental general credit risk adjustment is subtracted from the net present value to arrive at the total estimated fair value of the accruing loan portfolio.The carrying value that fair value is compared to is net of the allowance for loan losses and since there is significant judgment included in evaluating credit quality, loans are classified within Level 3 of the fair value hierarchy. Non-accrual loans: Loans which the Company has measured as non-accruing are generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. These loans are classified within Level 3 of the fair value hierarchy. The fair value consists of loan balances less the valuation allowance.Acquired loans: Acquired loans (performing and non-performing) are initially recorded at their acquisition-date fair values using Level 3 inputs. For more information on the calculation of the fair value of acquired loans, see Footnote 9, “Acquisition.”Loans held-for-sale: The fair value of loans held-for-sale is estimated using rates currently offered for similar loans and is typically obtained from the Federal National Mortgage Association (FNMA) or the Federal Home Loan Bank of Pittsburgh (FHLB). Certificates of deposit: The fair value of certificates of deposit is based on discounted cash flows using rates which approximate market rates for deposits of similar maturities. FHLB advances: Fair value is estimated using the rates currently offered for similar borrowings.The following tables illustrate the financial instruments measured at fair value on a recurring basis segregated by hierarchy fair value levels as of the periods indicated: Quoted prices in active Significant other Significant other Total carrying value markets observable inputs unobservable inputs(dollars in thousands)September 30, 2021 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 111,515  $ - $ 111,515  $ -Obligations of states and political subdivisions 336,465  - 336,465  -MBS - GSE residential 238,946  - 238,946  -Total available-for-sale debt securities$ 686,926  $ - $ 686,926  $ - Quoted prices in active Significant other Significant other Total carrying value markets observable inputs unobservable inputs(dollars in thousands)December 31, 2020 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 45,447  $ - $ 45,447  $ -Obligations of states and political subdivisions 199,713  - 199,713  -MBS - GSE residential 147,260  - 147,260  -Total available-for-sale debt securities$ 392,420  $ - $ 392,420  $ - Debt securities in the AFS portfolio are measured at fair value using market quotations provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Assets classified as Level 2 use valuation techniques that are common to bond valuations. That is, in active markets whereby bonds of similar characteristics frequently trade, quotes for similar assets are obtained. There were no changes in Level 3 financial instruments measured at fair value on a recurring basis as of and for the periods ending September 30, 2021 and December 31, 2020, respectively.‎ The following table illustrates the financial instruments newly measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of the periods indicated: Quoted prices in Significant other Significant other Total carrying value active markets observable inputs unobservable inputs(dollars in thousands)at September 30, 2021 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,724 $ - $ - $ 2,724Other real estate owned 567 - - 567Total$ 3,291 $ - $ - $ 3,291 Quoted prices in Significant other Significant other Total carrying value active markets observable inputs unobservable inputs(dollars in thousands)at December 31, 2020 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,930 $ - $ - $ 2,930Other real estate owned 182 - - 182Total$ 3,112 $ - $ - $ 3,112 From time-to-time, the Company may be required to record at fair value financial instruments on a non-recurring basis, such as impaired loans, ORE and other repossessed assets. These non-recurring fair value adjustments involve the application of lower-of-cost-or-market accounting on write downs of individual assets. The fair value of impaired loans was calculated using the value of the impaired loans with an allowance less the related allowance. The following describes valuation methodologies used for financial instruments measured at fair value on a non-recurring basis. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves, a component of the allowance for loan losses, and as such are carried at the lower of net recorded investment or the estimated fair value. Estimates of fair value of the collateral are determined based on a variety of information, including available valuations from certified appraisers for similar assets, present value of discounted cash flows and inputs that are estimated based on commonly used and generally accepted industry liquidation advance rates and estimates and assumptions developed by management.Valuation techniques for impaired loans are typically determined through independent appraisals of the underlying collateral or may be determined through present value of discounted cash flows. Both techniques include various Level 3 inputs which are not identifiable. The valuation technique may be adjusted by management for estimated liquidation expenses and qualitative factors such as economic conditions. If real estate is not the primary source of repayment, present value of discounted cash flows and estimates using generally accepted industry liquidation advance rates and other factors may be utilized to determine fair value.At September 30, 2021 and December 31, 2020, the range of liquidation expenses and other valuation adjustments applied to impaired loans ranged from -23.24% and -47.66% and from -27.04% to -70.66%, respectively. The weighted average of liquidation expenses and other valuation adjustments applied to impaired loans amounted to -40.75% as of September 30, 2021 and -44.49% as of December 31, 2020, respectively. Due to the multitude of assumptions, many of which are subjective in nature, and the varying inputs and techniques used to determine fair value, the Company recognizes that valuations could differ across a wide spectrum of techniques employed. Accordingly, fair value estimates for impaired loans are classified as Level 3. For ORE, fair value is generally determined through independent appraisals of the underlying properties which generally include various Level 3 inputs which are not identifiable. Appraisals form the basis for determining the net realizable value from these properties. Net realizable value is the result of the appraised value less certain costs or discounts associated with liquidation which occurs in the normal course of business. Management’s assumptions may include consideration of the location and occupancy of the property, along with current economic conditions. Subsequently, as these properties are actively marketed, the estimated fair values may be periodically adjusted through incremental subsequent write-downs. These write-downs usually reflect decreases in estimated values resulting from sales price observations as well as changing economic and market conditions. At September 30, 2021 and December 31, 2020, the discounts applied to the appraised values of ORE ranged from -24.88% and -77.60% and from -21.47% and -77.60%, respectively. As of September 30, 2021 and December 31, 2020, the weighted average of discount to the appraisal values of ORE amounted to -25.97% and -31.30%, respectively.At September 30, 2021 and December 31, 2020, there were no other repossessed assets. The Company refers to the National Automobile Dealers Association (NADA) guide to determine a vehicle’s fair value.
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Acquisition
9 Months Ended
Sep. 30, 2021
Acquisition [Abstract]  
Acquisition 9. AcquisitionOn July 1, 2021, the Company completed its previously announced acquisition of Landmark. Landmark was a one-bank holding company organized under the laws of the Commonwealth of Pennsylvania and was headquartered in Pittston, PA. Its wholly owned subsidiary, Landmark Community Bank, was an independent community bank chartered under the laws of the Commonwealth of Pennsylvania. Landmark Community Bank conducted full-service commercial banking services through five bank centers located in Lackawanna and Luzerne Counties, Pennsylvania. The acquisition expanded Fidelity Deposit and Discount Bank’s full-service footprint in Luzerne County, Pennsylvania. The Company transacted the merger to complement the Company’s existing operations, while consistent with the Company’s strategic plan of enhancing long-term shareholder value. The fair value of total assets acquired as a result of the merger totaled $375.5 million, loans totaled $298.9 million and deposits totaled $308.5 million. Goodwill recorded in the merger was $12.6 million.In accordance with the terms of the Reorganization Agreement, on July 1, 2021 each share of Landmark common stock was converted into the right to receive 0.272 shares of the Company’s common stock and $3.26 in cash. As a result of the merger, the Company issued 647,990 shares of its common stock, valued at $35.1 million, and $7.8 million in cash based upon $54.10, the determined market price of the Company’s common stock in accordance with the Reorganization Agreement. The results of the combined entity’s operations are included in the Company’s Consolidated Financial Statements from the date of acquisition. The acquisition of Landmark was accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid were recorded at estimated fair values on the acquisition date. The deferred taxes are preliminary and subject to refinement for up to one year after the closing date of the acquisition.Effective July 1, 2021, in connection with the merger and pursuant to the terms of the Reorganization Agreement, Paul C. Woelkers was appointed as a Class C Director of Fidelity’s Board of Directors. Mr. Woelkers was also appointed as a Director of Fidelity Bank’s Board of Directors.‎ The following table summarizes the consideration paid for Landmark and the fair value of assets acquired, and liabilities assumed as of the acquisition date: Purchase Price Consideration in Common Stock Landmark shares settled for stock 2,382,695Exchange ratio 0.272Total FDBC shares issued 647,990Value assigned to FDBC common share (06/30/2021 closing price) $ 54.10 Purchase price assigned to Landmark common shares exchanged for FDBC common shares $ 35,056,259 Purchase Price Consideration - Cash for Common Stock Landmark shares exchanged for cash, excluding fractional shares 2,382,695Cash consideration (per Landmark share) $ 3.26Cash portion of purchase price $ 7,767,586 Cash portion of purchase price (cash paid fractional shares) $ 5,559 Cash for outstanding Landmark stock options $ 69,250 Total consideration paid $ 42,898,654 Allocation of Purchase PriceIn thousands     Total Purchase Price $ 42,899 Estimated Fair Value of Assets Acquired Cash and cash equivalents 4,090 Investment securities 49,430 Loans 298,860 Restricted investments in bank stock 1,186 Premises and equipment 3,405 Lease property under finance leases 1,188 Core deposit intangible asset 597 Other real estate owned 488 Other assets 11,629 Total assets acquired 370,873 Estimated Fair Value of Liabilities Assumed Non-interest bearing deposits 100,472 Interest bearing deposits 208,057 Short-term borrowings 2,224 FHLB borrowings 4,602 Secured borrowings 20,619 Finance lease obligation 1,188 Other liabilities 3,387 Total liabilities assumed 340,549 Net Assets Acquired 30,324Goodwill Recorded in Acquisition $ 12,575 Pursuant to the accounting requirements, the Company assigned a fair value to the assets acquired and liabilities assumed of Landmark. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The assets acquired and liabilities assumed in the acquisition of Landmark were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition and are subject to adjustment for up to one year after the closing date of the acquisition. While the fair values are not expected to be materially different from the estimates, any material adjustments to the estimates will be reflected, retroactively, as of the date of the acquisition. The items most susceptible to adjustment are the fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition. Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:Investment securities available-for-sale The estimated fair values of the investment securities available for sale, primarily comprised of U.S. Government agency mortgage-backed securities, U.S. government agencies and municipal bonds, were determined using Level 1 and Level 2 inputs in the fair value hierarchy. The fair values were determined using executable market bids or independent pricing services. The Company’s independent pricing service utilized matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific security but rather relying on the security’s relationship to other benchmark quoted prices. Management reviewed the data and assumptions used in pricing the securities. LoansAcquired loans (performing and non-performing) are initially recorded at their acquisition-date fair values using Level 3 inputs. Fair values are based on a discounted cash flow methodology that involves assumptions and judgments as to credit risk, expected lifetime losses, environmental factors, collateral values, discount rates, expected payments and expected prepayments. Specifically, the Company has prepared three separate loan fair value adjustments that it believed a market participant might employ in estimating the entire fair value adjustment necessary under ASC 820-10 for the acquired loan portfolio. The three-separate fair valuation methodology employed are: 1) an interest rate loan fair value adjustment, 2) a general credit fair value adjustment, and 3) a specific credit fair value adjustment for purchased credit impaired loans subject to ASC 310-30 procedures. The acquired loans were recorded at fair value at the acquisition date without carryover of Landmark’s previously established allowance for loan losses. The fair value of the financial assets acquired included loans receivable with a gross amortized cost basis of $309.8 million. The table below illustrates the fair value adjustments made to the amortized cost basis in order to present the fair value of the loans acquired. The credit adjustment on purchased credit impaired loans is derived in accordance with ASC 310-30 and represents the portion of the loan balances that has been deemed uncollectible based on the Company’s expectations of future cash flows for each respective loan. Dollars in thousands Gross amortized cost basis at June 30, 2021 $ 309,767Interest rate fair value adjustment on pools of homogeneous loans (1,855)Credit fair value adjustment on pools of homogeneous loans (7,915)Credit fair value adjustment on purchased credit impaired loans (1,137)Fair value of acquired loans at June 30, 2021 $ 298,860 For loans acquired without evidence of credit quality deterioration, the Company prepared the interest rate loan fair value and credit fair value adjustments. Loans were grouped into homogeneous pools by characteristics such as loan type, term, collateral, and rate. Market rates for similar loans were obtained from various internal and external data sources and reviewed by management for reasonableness. The average of these rates was used as the fair value interest rate a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value discount of $1.9 million. Additionally, for loans acquired without credit deterioration, a credit fair value adjustment was calculated using a two-part credit fair value analysis: 1) expected lifetime credit migration losses; and 2) estimated fair value adjustment for certain qualitative factors. The expected lifetime losses were calculated using historical losses observed by the Company, Landmark and peer banks. The Company also estimated an environmental factor to apply to each loan type. The environmental factor represents the potential discount which may arise due to general credit and economic factors. A credit fair value discount of $7.9 million was determined. Both the interest rate and credit fair value adjustments relate to loans acquired with evidence of credit quality deterioration will be substantially recognized as interest income on a level yield amortization method over the expected life of the loans.The following table presents the acquired purchased credit impaired loans receivable at the acquisition date: Dollars in thousands Contractual principal and interest at acquisition $ 5,306Non-accretable difference (1,691)Expected cash flows at acquisition 3,615Accretable yield (588)Fair value of purchased impaired loans $ 3,027 ‎ Premises and EquipmentThe Company assumed leases on 2 branch facilities of Landmark. The Company compared the lease contract obligations to comparable market rental rates determined by third-party licensed appraisers. The Company believed that the leased contract rates were in a reasonable range of market rental rates and concluded that no fair market value adjustment related to leasehold interest was necessary. The fair value of Landmark’s premises, including land, buildings and improvements, was determined based upon independent third-party appraisals performed by licensed appraisers or sales agreements.Core Deposit IntangibleThe fair value of the core deposit intangible was determined based on a discounted cash flow (present value) analysis using a discount rate commensurate with market participants. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the higher cost of alternative funding sources available through national brokered CD offering rates and FHLB advance rates. The projected cash flows were developed using projected deposit attrition rates based on the average rate experienced by both institutions. The core deposit intangible will be amortized over ten years using the sum-of-years digits method.Time DepositsThe fair value adjustment for time deposits represents a discount from the value of the contractual repayments of fixed maturity deposits using prevailing market interest rates for similar-term time deposits. The time deposit premium is being amortized into income on a level yield amortization method over the contractual life of the deposits. Secured BorrowingsThe Company identified 19 sold participations acquired from Landmark that did not meet the criteria for sales treatment under ASC 860-10-40 and should be recorded as obligations from secured borrowing arrangements. The Company has estimated the fair value of these obligations using an income approach based on the expected cash flows method on a pooled basis using Level 3 assumptions.FHLB Borrowings The Company assumed FHLB borrowings in connection with the merger. The fair value of FHLB Borrowings was determined by using FHLB prepayment penalty as a proxy for the fair value adjustment. The Company decided to pay off the borrowing post acquisition date therefore no amortization is warranted.Supplemental Pro Forma Financial InformationThe following table presents certain unaudited pro forma financial information for illustrative purposes only, for the three and nine months ended September 30, 2021 and 2020, respectively, as if Landmark had been acquired on January 1, 2020. This unaudited pro forma information combines the historical results of Landmark with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition. The unaudited pro forma information does not consider any changes to the provision expense resulting from recording loan assets at fair value, cost savings or business synergies. As a result, actual amounts would have differed from the unaudited pro forma information presented and the differences could be significant. Three months ended September 30, Nine months ended September 30,(Dollars in thousands)2021 2020 2021 2020Net interest income$ 17,174 $ 15,902 $ 51,174 $ 40,920Other income 4,009 4,619 14,774 10,876Total net interest income and other income$ 21,183 $ 20,521 $ 65,948 $ 51,796 Net income 6,598 5,839 21,446 12,170 Basic earnings per common share$1.17 $1.04 $3.80 $2.39Diluted earnings per common share$1.16 $1.03 $3.77 $2.37 Merger-related expensesFor the three and nine months ended September 30, 2021, the Company incurred $2.2 million and $3.1 million in merger-related expenses related to the merger with Landmark, primarily consisting of data processing, salaries and employee benefits, and professional fee expenses. The Company expects to incur another $0.6 million in non-recurring costs to integrate systems and dispose of premises and equipment in the last quarter of 2021. For the three and nine months ended September 30, 2020, the Company incurred merger-related expenses related to the merger with MNB totaling $0.2 million and $2.4 million, primarily consisting of professional fees, salaries and employee benefits and data processing fees.
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Employee Benefits
9 Months Ended
Sep. 30, 2021
Employee Benefits [Abstract]  
Employee Benefits 10. Employee BenefitsBank-Owned Life Insurance (BOLI)The Company has purchased single premium BOLI policies on certain officers. The policies are recorded at their cash surrender values. Increases in cash surrender values are included in non-interest income in the consolidated statements of income. As a result of the acquisition of MNB, the Company added BOLI with a value of $9.3 million during 2020. During the fourth quarter of 2020, the Company purchased an additional $11.0 million of BOLI. As a result of the acquisition of Landmark, the Company added BOLI with a value of $7.2 million during 2021. The policies’ cash surrender value totaled $52.4 million and $44.3 million, respectively, as of September 30, 2021 and December 31, 2020 and is reflected as an asset on the consolidated balance sheets. For the nine months ended September 30, 2021 and 2020, the Company has recorded income of $899 thousand and $577 thousand, respectively.Officer Life InsuranceIn 2017, the Bank entered into separate split dollar life insurance arrangements (Split Dollar Agreements) with eleven officers. This plan provides each officer a specified death benefit should the officer die while in the Bank’s employ. The Bank paid the insurance premiums in March 2017 and the arrangements were effective in March 2017. In March 2019, the Bank entered into a new Split Dollar Agreement with one officer. In January 2021, the Bank entered into Split Dollar Agreements with fifteen officers. The Bank owns the policies and all cash values thereunder. Upon death of the covered employee, the agreed-upon amount of death proceeds from the policies will be paid directly to the insured’s beneficiary. As of September 30, 2021, the policies had total death benefits of $52.4 million of which $4.4 million would have been paid to the officer’s beneficiaries and the remaining $48.0 million would have been paid to the Bank. In addition, four executive officers have the opportunity to retain a split dollar benefit equal to two times their highest base salary after separation from service if the vesting requirements are met. As of September 30, 2021 and December 31, 2020, the Company accrued expenses of $188 thousand and $154 thousand for the split dollar benefit.Supplemental Executive Retirement plan (SERP)On March 29, 2017, the Bank entered into separate supplemental executive retirement agreements (individually the “SERP Agreement”) with five officers, pursuant to which the Bank will credit an amount to a SERP account established on each participant’s behalf while they are actively employed by the Bank for each calendar month from March 1, 2017 until retirement. On March 20, 2019, the Bank entered into a SERP Agreement with one officer, pursuant to which the Bank will credit an amount to a SERP account established for the participant’s behalf while they are actively employed by the Bank for each calendar month from March 1, 2019 until normal retirement age. As a result of the acquisition of Landmark, the Company added $1.0 million in accrued SERP expenses to the consolidated balance sheets. As of September 30, 2021 and December 31, 2020, the Company accrued expenses of $3.4 million and $2.0 million in connection with the SERP.
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Revenue Recognition
9 Months Ended
Sep. 30, 2021
Revenue Recognition [Abstract]  
Revenue Recognition 11. Revenue RecognitionAs of January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified Topic 606. The Company has elected to use the modified retrospective approach with prior period financial statements unadjusted and presented with historical revenue recognition methods. The implementation of the new standard had no material impact on the measurement or recognition of revenue; as such, a cumulative effect adjustment to opening retained earnings was not deemed necessary. The majority of the Company’s revenues are generated through interest earned on securities and loans, which is explicitly excluded from the scope of the guidance. In addition, certain non-interest income streams such as fees associated with mortgage servicing rights, loan service charges, life insurance earnings, rental income and gains/losses on the sale of loans and securities are not in the scope of the new guidance. The main types of contracts with customers that are in the scope of the new guidance are:Service charges on deposit accounts – Deposit service charges represent fees charged by the Company for the performance obligation of providing services to a customer’s deposit account. The transaction price for deposit services includes both fixed and variable amounts based on the Company’s fee schedules. Revenue is recognized and payment is received either at a point in time for transactional fees or on a monthly basis for non-transactional fees.Interchange fees – Interchange fees represent fees charged by the Company for customers using debit cards. The contract is between the Company and the processor and the performance obligation is the ability of customers to use debit cards to make purchases at a point in time. The transaction price is a percentage of debit card usage and the processor pays the Company and revenue is recorded throughout the month as the performance obligations are being met.Fees from trust fiduciary activities – Trust fees represent fees charged by the Company for the management, custody and/or administration of trusts. These are mostly monthly fees based on the market value of assets in the trust account at the prior month end. Payment is generally received a few weeks after month end through a direct charge to customers’ accounts. Estate fees are recognized and charged as the Company reaches each of six different stages of the estate administration process.Fees from financial services – Financial service fees represent fees charged by the Company for the performance obligation of providing various services for an investment account. Revenue is recognized twice monthly for fees on sales transactions and on a monthly basis for advisory fees and quarterly for trail fees. Gain/loss on ORE sales – Gain/loss on the sale of ORE is recognized at the closing date when the sales proceeds are received. In seller-financed ORE transactions, the contract is made subject to our normal underwriting standards and pricing. The Company does not have any obligation or right to repurchase any sales of ORE.Contract balancesA contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before the payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity already received payment (or payment is due) from the customer. The Company’s non-interest income streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company typically does not enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of September 30, 2021 and December 31, 2020, the Company did not have any significant contract balances.Remaining performance obligationsThe Company’s performance obligations have an original expected duration of less than one year and follow the relevant guidance for recognizing revenue over time. There is no variable consideration subject to constraint that is not included in information about transaction price.Contract acquisition costsAn entity is required to capitalize and subsequently amortize into expense, certain incremental costs of obtaining a contract if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less.
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Leases
9 Months Ended
Sep. 30, 2021
Leases [Abstract]  
Leases 12. LeasesASU 2016-02 Leases (Topic 842) became effective for the Company on January 1, 2019. For all operating lease contracts where the Company is lessee, a right-of-use (ROU) asset and lease liability was recorded as of the effective date. The Company assumed all renewal terms will be exercised when calculating the ROU assets and lease liabilities. For leases existing at the transition date, any prepaid or deferred rent was added to the ROU asset to calculate the lease liability. The discount rate used to calculate the present value of future payments at the transition date was the Company’s incremental borrowing rate. The Company used the FHLB fixed rate borrowing rates on December 29, 2018 as the discount rate at transition. For all classes of underlying assets, the Company has elected not to record short-term leases (leases with a term of 12 months or less) on the balance sheet when the Company is lessee. Instead, the Company will recognize the lease payment on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. For all asset classes, the Company has elected, as a lessee, not to separate nonlease components from lease components and instead to account for each separate lease component and nonlease components associated with that lease component as a single lease component.Management determines if an arrangement is or contains a lease at contract inception. If an arrangement is determined to be or contains a lease, the Company recognizes a ROU asset and a lease liability when the asset is placed in service.The Company’s operating leases, where the Company is lessee, include property, land and equipment. As of September 30, 2021, eleven of the Company’s branch properties and one other property were leased under operating leases. In four of the branch leases, the Company leases the land from an unrelated third party, and the buildings are the Company’s own capital improvement. The Company also leases three standalone ATMs under operating leases. Additionally, the Company has one property lease and four equipment leases classified as finance leases.The following is an analysis of the leased property under finance leases: (dollars in thousands)September 30, 2021 December 31, 2020 Property and equipment$ 1,673 $ 485Less accumulated depreciation and amortization (308) (202)Leased property under finance leases, net$ 1,365 $ 283 ‎ The following is a schedule of future minimum lease payments under finance leases together with the present value of the net minimum lease payments as of September 30, 2021: (dollars in thousands)Amount 2021$ 622022 2472023 2202024 1642025 1582026 and thereafter 613Total minimum lease payments (a) 1,464Less amount representing interest (b) (89)Present value of net minimum lease payments$ 1,375 (a)The future minimum lease payments have not been reduced by estimated executory costs (such as taxes and maintenance) since this amount was deemed immaterial by management.(b)Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate upon lease inception. As of September 30, 2021, the Company leased its Green Ridge, Pittston, Peckville, Back Mountain, Mountain Top, Abington, Nazareth, Easton, Bethlehem, Martins Creek and Wyoming branches under the terms of operating leases. Common area maintenance is included in variable lease payments in the table below. The Abington branch has variable lease payments which are calculated as a percentage of the national prime rate of interest and are expensed as incurred. The Bethlehem and Easton branches have variable lease payments that increase annually and are expensed as incurred. (dollars in thousands)September 30, 2021 September 30, 2020Lease cost Finance lease cost: Amortization of right-of-use assets$ 105 $ 61Interest on lease liabilities 10 6Operating lease cost 452 392Short-term lease cost 30 14Variable lease cost 3 (4)Total lease cost$ 600 $ 469 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases$ 10 $ 6Operating cash flows from operating leases (Fixed payments)$ 413 $ 370Operating cash flows from operating leases (Liability reduction)$ 224 $ 175Financing cash flows from finance leases$ 103 $ 60Right-of-use assets obtained in exchange for new finance lease liabilities$ 1,188 $ 88Right-of-use assets obtained in exchange for new operating lease liabilities$ 1,644 $ 1,338Weighted-average remaining lease term - finance leases 7.39 yrs 3.36 yrsWeighted average remaining lease term - operating leases 19.70 yrs 21.47 yrsWeighted-average discount rate - finance leases 1.81% 2.53%Weighted-average discount rate - operating leases 3.41% 3.56% During the first nine months of 2021, $547 thousand of the total lease cost is included in premises and equipment expense and $26 thousand is included in other expenses on the consolidated statements of income. Operating lease expense is recognized on a straight-line basis over the lease term. We recognized both the interest expense and amortization expense for finance leases in premises and equipment expense since the interest expense portion was immaterial.‎ The future minimum lease payments for the Company’s branch network and equipment under operating leases that have lease terms in excess of one year as of September 30, 2021 are as follows: (dollars in thousands)Amount 2021$ 1572022 6192023 6062024 6022025 6102026 and thereafter 9,192Total future minimum lease payments 11,786Plus variable payment adjustment 328Less amount representing interest (3,549)Present value of net future minimum lease payments$ 8,565 The Company leases several properties, where the Company is lessor, under operating leases to unrelated parties. Some of these properties are residential properties surrounding the Main Branch that the Company leases on a month-to-month basis and are considered short-term leases. The undiscounted cash flows to be received on an annual basis for the remaining three properties under long-term operating leases are as follows: (dollars in thousands)Amount 2021$ 502022 1042023 482024 512025 542026 and thereafter 81Total lease payments to be received$ 388 The Company also indirectly originates automobile leases classified as direct finance leases. See Footnote 5, “Loans and leases”, for more information about the Company’s direct finance leases.Lease income recognized from direct finance leases was included in interest income from loans and leases on the consolidated statements of income. Lease income related to operating leases is included in fees and other revenue on the consolidated statements of income. The Company only receives a variable payment for taxes from one of its lessees, but the amount is immaterial and excluded from rental income. The amount of lease income recognized on the consolidated statements of income was as follows for the periods indicated: For the three months ended September 30, For the nine months ended September 30,(dollars in thousands)2021 2020 2021 2020Lease income - direct finance leases Interest income on lease receivables$ 201 $ 181 $ 596 $ 526 Lease income - operating leases 60 60 188 171Total lease income$ 261 $ 241 $ 784 $ 697
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Nature of Operations and Critical Accounting Policies (Policy)
9 Months Ended
Sep. 30, 2021
Nature of Operations and Critical Accounting Policies [Abstract]  
Nature of Operations Nature of operationsFidelity D & D Bancorp, Inc. (the Company) is a bank holding company and the parent of The Fidelity Deposit and Discount Bank (the Bank). The Bank is a commercial bank and trust company chartered under the laws of the Commonwealth of Pennsylvania and a wholly-owned subsidiary of the Company. Having commenced operations in 1903, the Bank is committed to provide superior customer service, while offering a full range of banking products and financial and trust services to both our consumer and commercial customers from our main office located in Dunmore and other branches located throughout Lackawanna, Northampton and Luzerne Counties and Wealth Management offices in Schuylkill and Lebanon Counties.On July 1, 2021, the Company completed its acquisition of Landmark Bancorp, Inc. (Landmark) and its wholly-owned subsidiary, Landmark Community Bank (Landmark Bank). At the time of the acquisition, Landmark merged with and into the Company with the Company surviving the merger. In addition, Landmark Bank merged with and into the Bank with the Bank as the surviving bank. On May 1, 2020, the Company completed its acquisition of MNB Corporation (MNB) and its wholly-owned subsidiary, Merchants Bank of Bangor. At the time of the acquisition, MNB merged with and into the Company with the Company surviving the merger. In addition, Merchants Bank of Bangor merged with and into the Bank with the Bank as the surviving bank. Further discussion of the acquisition of Landmark can be found in Footnote 9, “Acquisition”.
Principles of Consolidation Principles of consolidationThe accompanying unaudited consolidated financial statements of the Company and the Bank have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to this Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial condition and results of operations for the periods have been included. All significant inter-company balances and transactions have been eliminated in consolidation.For additional information and disclosures required under U.S. GAAP, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.Management is responsible for the fairness, integrity and objectivity of the unaudited financial statements included in this report. Management prepared the unaudited financial statements in accordance with U.S. GAAP. In meeting its responsibility for the financial statements, management depends on the Company's accounting systems and related internal controls. These systems and controls are designed to provide reasonable but not absolute assurance that the financial records accurately reflect the transactions of the Company, the Company’s assets are safeguarded and that the financial statements present fairly the financial condition and results of operations of the Company.In the opinion of management, the consolidated balance sheets as of September 30, 2021 and December 31, 2020 and the related consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of changes in shareholders’ equity for the three and nine months ended September 30, 2021 and 2020, and consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 present fairly the financial condition and results of operations of the Company. All material adjustments required for a fair presentation have been made. These adjustments are of a normal recurring nature. Certain reclassifications have been made to the 2020 financial statements to conform to the 2021 presentation. In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after September 30, 2021 through the date these consolidated financial statements were issued.This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020, and the notes included therein, included within the Company’s Annual Report filed on Form 10-K.
Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.
Allowance For Loan Losses A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses. Management believes that the allowance for loan losses at September 30, 2021 is adequate and reasonable to cover incurred losses. Given the subjective nature of identifying and estimating loan losses, it is likely that well-informed individuals could make different assumptions and could, therefore, calculate a materially different allowance amount. While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in the future. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgment of information available to them at the time of their examination.
Investment Securities Another material estimate is the calculation of fair values of the Company’s investment securities. Fair values of investment securities are determined by pricing provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Based on experience, management is aware that estimated fair values of investment securities tend to vary among valuation services. Accordingly, when selling investment securities, price quotes may be obtained from more than one source. All of the Company’s debt securities are classified as available-for-sale (AFS). AFS debt securities are carried at fair value on the consolidated balance sheets, with unrealized gains and losses, net of income tax, reported separately within shareholders’ equity as a component of accumulated other comprehensive income (AOCI).
Loans Held-for-Sale The fair value of residential mortgage loans, classified as held-for-sale (HFS), is obtained from the Federal National Mortgage Association (FNMA) or the Federal Home Loan Bank (FHLB). Generally, the market to which the Company sells residential mortgages it originates for sale is restricted and price quotes from other sources are not typically obtained. On occasion, the Company may transfer loans from the loan portfolio to loans HFS. Under these circumstances, pricing may be obtained from other entities and the residential mortgage loans are transferred at the lower of cost or market value and simultaneously sold. For other loans transferred to HFS, pricing may be obtained from other entities or modeled and the other loans are transferred at the lower of cost or market value and then sold. As of September 30, 2021 and December 31, 2020, loans classified as HFS consisted of residential mortgage loans.
Automobile Leasing Financing of automobiles, provided to customers under lease arrangements of varying terms, are accounted for as direct finance leases. Interest income on automobile direct finance leasing is determined using the interest method to arrive at a level effective yield over the life of the lease. The lease residual and the lease receivable, net of unearned lease income, are recorded within loans and leases on the balance sheet.
Foreclosed Assets Held-for-Sale Foreclosed assets held-for-sale includes other real estate acquired through foreclosure (ORE) and may, from time-to-time, include repossessed assets such as automobiles. ORE is carried at the lower of cost (principal balance at date of foreclosure) or fair value less estimated cost to sell. Any write-downs at the date of foreclosure are charged to the allowance for loan losses. Expenses incurred to maintain ORE properties, subsequent write downs to the asset’s fair value, any rental income received and gains or losses on disposal are included as components of other real estate owned expense in the consolidated statements of income.
Business Combinations We account for business combinations under the purchase method of accounting. The application of this method of accounting requires the use of significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are amortized, accreted or depreciated from those that are recorded as goodwill. Estimates of the fair values of assets acquired and liabilities assumed are based upon assumptions that management believes to be reasonable.
Goodwill Goodwill is recorded on the consolidated balance sheets as the excess of liabilities assumed over identifiable assets acquired on the acquisition date. Goodwill is recorded at its net carrying value which represents estimated fair value. The goodwill is deductible for tax purposes over a 15-year period. Goodwill is tested for impairment on at least an annual basis. There was no goodwill impairment as of September 30, 2021 and December 31, 2020. Other acquired intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing.Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. The Company accounts for certain participation interests in commercial loans receivable (loan participation agreements) sold as a sale of financial assets pursuant to ASC 860, Transfers and Servicing. Loan participation agreements that meet the sale criteria under ASC 860 are derecognized from the Consolidated Balance Sheets at the time of transfer. If the transfer of loans does not meet the sale criteria or participating interest criteria under ASC 860, the transfer is accounted for as a secured borrowing and the loan is not de-recognized and a participating liability is recorded in the Consolidated Balance Sheets.
Employee Benefits The Company holds separate supplemental executive retirement (SERP) agreements for certain officers and an amount is credited to each participant’s SERP account monthly while they are actively employed by the bank until retirement. A deferred tax asset is provided for the non-deductible SERP expense. The Company also entered into separate split dollar life insurance arrangements with four executives providing post-retirement benefits and accrues monthly expense for this benefit. The split dollar life insurance expense is not deductible for tax purposes. Monthly expenses for the SERP and post-retirement split dollar life benefit are recorded as components of salaries and employee benefit expense on the consolidated statements of income.
Cash Flows For purposes of the consolidated statements of cash flows, cash and cash equivalents includes cash on hand, amounts due from banks and interest-bearing deposits with financial institutions.
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Earnings Per Share (Policy)
9 Months Ended
Sep. 30, 2021
Earnings Per Share [Abstract]  
Earnings Per Share Basic earnings per share (EPS) is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed in the same manner as basic EPS but also reflects the potential dilution that could occur from the grant of stock-based compensation awards. The Company maintains two active share-based compensation plans that may generate additional potentially dilutive common shares. For granted and unexercised stock-settled stock appreciation rights (SSARs), dilution would occur if Company-issued SSARs were exercised and converted into common stock. As of the three and nine months ended September 30, 2021, there were 26,346 and 29,378 potentially dilutive shares related to issued and unexercised SSARs compared to 23,638 and 23,637 for the same 2020 periods, respectively. For restricted stock, dilution would occur from the Company’s previously granted but unvested shares. There were 12,515 and 11,345 potentially dilutive shares related to unvested restricted share grants as of the three and nine months ended September 30, 2021 compared to 4,981 and 3,435 for the same 2020 periods, respectively. In the computation of diluted EPS, the Company uses the treasury stock method to determine the dilutive effect of its granted but unexercised stock options and SSARs and unvested restricted stock. Under the treasury stock method, the assumed proceeds, as defined, received from shares issued in a hypothetical stock option exercise or restricted stock grant, are assumed to be used to purchase treasury stock. Proceeds include amounts received from the exercise of outstanding stock options and compensation cost for future service that the Company has not yet recognized in earnings. The Company does not consider awards from share-based grants in the computation of basic EPS.
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Accumulated Other Comprehensive Income (Tables)
9 Months Ended
Sep. 30, 2021
Accumulated Other Comprehensive Income [Abstract]  
Schedule of Accumulated Other Comprehensive Income As of and for the nine months ended September 30, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 8,952 Other comprehensive loss before reclassifications, net of tax (8,747)Amounts reclassified from accumulated other comprehensive income, net of tax (31)Net current-period other comprehensive loss (8,778)Ending balance$ 174 As of and for the three months ended September 30, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 5,331 Other comprehensive loss before reclassifications, net of tax (5,126)Amounts reclassified from accumulated other comprehensive income, net of tax (31)Net current-period other comprehensive loss (5,157)Ending balance$ 174 As of and for the nine months ended September 30, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands)securitiesBeginning balance$ 3,602 Other comprehensive income before reclassifications, net of tax 4,218Amounts reclassified from accumulated other comprehensive income, net of tax -Net current-period other comprehensive income 4,218Ending balance$ 7,820 As of and for the three months ended September 30, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands)securitiesBeginning balance$ 7,201 Other comprehensive income before reclassifications, net of tax 619Amounts reclassified from accumulated other comprehensive income, net of tax -Net current-period other comprehensive income 619Ending balance$ 7,820
Schedule of Reclassifications from Accumulated Other Comprehensive Income Details about accumulated other comprehensive income componentsAmount reclassified from accumulated Affected line item in the statement(dollars in thousands)other comprehensive income where net income is presented For the three months For the nine months ended September 30, ended September 30, 2021 2020 2021 2020 Unrealized gains (losses) on AFS debt securities$ 40  $ - $ 40  $ - Gain (loss) on sale of investment securitiesIncome tax effect (9) - (9) - Provision for income taxesTotal reclassifications for the period$ 31  $ - $ 31  $ - Net income
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Investment Securities (Tables)
9 Months Ended
Sep. 30, 2021
Investment Securities [Abstract]  
Amortized Cost and Fair Value of Investment Securities Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueSeptember 30, 2021 Available-for-sale debt securities: Agency - GSE $ 112,949 $ 386 $ (1,820) $ 111,515Obligations of states and political subdivisions 335,011 5,527 (4,073) 336,465MBS - GSE residential 238,745 2,402 (2,201) 238,946 Total available-for-sale debt securities $ 686,705 $ 8,315 $ (8,094) $ 686,926 Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueDecember 31, 2020 Available-for-sale debt securities: Agency - GSE $ 45,146 $ 392 $ (91) $ 45,447Obligations of states and political subdivisions 192,385 7,480 (152) 199,713MBS - GSE residential 143,557 3,881 (178) 147,260 Total available-for-sale debt securities $ 381,088 $ 11,753 $ (421) $ 392,420
Amortized Cost and Fair Value of Debt Securities by Contractual Maturity Date Amortized Fair(dollars in thousands) cost valueAvailable-for-sale securities: Debt securities: Due in one year or less $ 985 $ 1,008Due after one year through five years 9,207 9,452Due after five years through ten years 109,420 107,939Due after ten years 328,348 329,581 MBS - GSE residential 238,745 238,946 Total available-for-sale debt securities $ 686,705 $ 686,926
Available-for-Sale Securities, Continuous Unrealized Loss Position, Fair Value Less than 12 months More than 12 months Total Fair Unrealized Fair Unrealized Fair Unrealized(dollars in thousands) value losses value losses value losses September 30, 2021 Agency - GSE $ 87,844  $ (1,820) $ - $ - $ 87,844  $ (1,820)Obligations of states and political subdivisions 204,710  (3,882) 4,498  (191) 209,208  (4,073)MBS - GSE residential 160,399  (2,201) - - 160,399  (2,201)Total $ 452,953  $ (7,903) $ 4,498  $ (191) $ 457,451  $ (8,094)Number of securities 220  5  225  December 31, 2020 Agency - GSE $ 27,602  $ (91) $ - $ - $ 27,602  $ (91)Obligations of states and political subdivisions 15,256  (152) - - 15,256  (152)MBS - GSE residential 14,753  (178) - - 14,753  (178)Total $ 57,611  $ (421) $ - $ - $ 57,611  $ (421)Number of securities 30  - 30 
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Loans and Leases (Tables)
9 Months Ended
Sep. 30, 2021
Loans and Leases [Abstract]  
Loan Classifications (dollars in thousands)September 30, 2021 December 31, 2020Commercial and industrial$ 264,170 $ 280,757Commercial real estate: Non-owner occupied 306,537 192,143Owner occupied 247,563 179,923Construction 12,081 10,231Consumer: Home equity installment 47,331 40,147Home equity line of credit 53,747 49,725Auto loans 121,080 98,386Direct finance leases 23,661 20,095Other 7,701 7,602Residential: Real estate 271,760 218,445Construction 34,519 23,357Total 1,390,150 1,120,811Less: Allowance for loan losses (15,601) (14,202)Unearned lease revenue (1,312) (1,159)Loans and leases, net$ 1,373,237 $ 1,105,450
Schedule of Accretable Yield For the nine months ended(dollars in thousands)September 30, 2021 September 30, 2020Balance at beginning of period $ 563 $ -Accretable yield on acquired loans 589 248Reclassification from non-accretable difference 197 192Accretion of accretable yield (350) (53)Balance at end of period$ 999 $ 387 The above table excludes the $275 thousand in non-accretable yield accreted to interest income for the nine months ended September 30, 2021 and $3 thousand in non-accretable yield accreted to interest income for the nine months ended September 30, 2020.
Non-Accrual Loans, Segregated by Class (dollars in thousands)September 30, 2021 December 31, 2020Commercial and industrial$ 259 $ 590Commercial real estate: Non-owner occupied 601 846Owner occupied 1,020 1,123Consumer: Home equity installment 27 61Home equity line of credit 97 395Auto loans 49 27Residential: Real estate 694 727Total$ 2,747 $ 3,769The table above excludes $4.4 million and $1.3 million in purchased credit impaired loans, net of unamortized fair value adjustments as of September 30, 2021 and December 31, 2020, respectively.
Information Related to Loans Modified in Troubled Debt Restructuring, by Class Loans modified as TDRs for the three months ended:(dollars in thousands)September 30, 2021 September 30, 2020 Recorded Increase in Recorded Increase in Number investment allowance Number investment allowance of (as of (as of of (as of (as of contracts period end) period end) contracts period end) period end)Commercial real estate - non-owner occupied - $ - $ - 2 $ 1,600 $ 475Total - $ - $ - 2 $ 1,600 $ 475 ‎ Loans modified as TDRs for the nine months ended:(dollars in thousands)September 30, 2021 September 30, 2020 Recorded Increase in Recorded Increase in Number investment allowance Number investment allowance of (as of (as of of (as of (as of contracts period end) period end) contracts period end) period end)Commercial real estate - non-owner occupied - $ - $ - 2 $ 1,600 $ 475Total - $ - $ - 2 $ 1,600 $ 475 In the above tables, the period end balance is inclusive of all partial pay downs and charge-offs since the modification date. For all loans modified in a TDR, the pre-modification recorded investment was the same as the post-modification recorded investment.
Past Due Loans Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days September 30, 2021past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 19  $ - $ 259  $ 278  $ 263,892  $ 264,170  $ -Commercial real estate: Non-owner occupied - 61  601  662  305,875  306,537  -Owner occupied 224  - 1,020  1,244  246,319  247,563  -Construction - - - - 12,081  12,081  -Consumer: Home equity installment 70  - 27  97  47,234  47,331  -Home equity line of credit 74  - 97  171  53,576  53,747  -Auto loans 458  54  160  672  120,408  121,080  111 Direct finance leases 110  7  - 117  22,232  22,349 (2) -Other 9  - 1  10  7,691  7,701  1 Residential: Real estate - - 694  694  271,066  271,760  -Construction - - - - 34,519  34,519  -Total$ 964  $ 122  $ 2,859  $ 3,945  $ 1,384,893  $ 1,388,838  $ 112 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.3 million. (3) Includes net deferred loan costs of $1.9 million.‎ Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2020past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 288  505  590  1,383  279,374  280,757  -Commercial real estate: Non-owner occupied 79  - 846  925  191,218  192,143  -Owner occupied 1  - 1,123  1,124  178,799  179,923  -Construction - - - - 10,231  10,231  -Consumer: Home equity installment 102  - 61  163  39,984  40,147  -Home equity line of credit 24  - 395  419  49,306  49,725  -Auto loans 197  25  27  249  98,137  98,386  -Direct finance leases 294  - 61  355  18,581  18,936 (2) 61 Other 9  - - 9  7,593  7,602  -Residential: Real estate - 74  727  801  217,644  218,445  -Construction - - - - 23,357  23,357  -Total$ 994  $ 604  $ 3,830  $ 5,428  $ 1,114,224  $ 1,119,652  $ 61 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.2 million. (3) Includes net deferred loan costs of $1.7 million.
Impaired Loans Impaired loans, segregated by class, as of the period indicated are detailed below: Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceSeptember 30, 2021 Commercial and industrial$ 422  $ 19  $ 240  $ 259  $ 19 Commercial real estate: Non-owner occupied 2,595  1,676  920  2,596  470 Owner occupied 1,904  1,438  66  1,504  387 Consumer: Home equity installment 60  - 27  27  -Home equity line of credit 137  - 97  97  -Auto loans 66  11  38  49  5 Residential: Real estate 741  550  144  694  89 Total$ 5,925  $ 3,694  $ 1,532  $ 5,226  $ 970  Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceDecember 31, 2020 Commercial and industrial$ 688  $ 549  $ 41  $ 590  $ 213 Commercial real estate: Non-owner occupied 2,960  1,677  1,171  2,848  481 Owner occupied 2,058  1,219  473  1,692  309 Consumer: Home equity installment 106  - 61  61  -Home equity line of credit 443  105  290  395  48 Auto loans 50  27  - 27  4 Residential: Real estate 774  559  168  727  151 Total$ 7,079  $ 4,136  $ 2,204  $ 6,340  $ 1,206  At September 30, 2021, impaired loans totaled $5.2 million consisting of $2.5 million in accruing TDRs and $2.7 million in non-accrual loans. At December 31, 2020, impaired loans totaled $6.3 million consisting of $2.5 million in accruing TDRs and $3.8 million in non-accrual loans. As of September 30, 2021, the non-accrual loans included three TDRs to two unrelated borrowers totaling $0.6 million compared with four TDRs to three unrelated borrowers totaling $0.7 million as of December 31, 2020.A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect the payments in accordance with the contractual terms of the loan. Factors considered in determining impairment include payment status, collateral value, and the probability of collecting payments when due. The significance of payment delays and/or shortfalls is determined on a case-by-case basis. All circumstances surrounding the loan are considered. Such factors include the length of the delinquency, the underlying reasons and the borrower’s prior payment record. Impairment is measured on these loans on a loan-by-loan basis. Impaired loans include non-accrual loans, TDRs and other loans deemed to be impaired based on the aforementioned factors.The following table presents the average recorded investments in impaired loans and related amount of interest income recognized during the periods indicated below. The average balances are calculated based on the quarter-end balances of impaired loans. Payments received from non-accruing impaired loans are first applied against the outstanding principal balance, then to the recovery of any charged-off amounts. Any excess is treated as a recovery of interest income. Payments received from accruing impaired loans are applied to principal and interest, as contractually agreed upon. For the nine months ended September 30, 2021 September 30, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 433  $ 3  $ - $ 327  $ 1  $ -Commercial real estate: Non-owner occupied 2,838  133  - 1,531  18  -Owner occupied 1,711  27  - 1,984  42  -Construction - - - - - -Consumer: Home equity installment 35  4  - 50  - -Home equity line of credit 268  20  - 341  - -Auto loans 30  - - 60  2  -Direct finance leases - - - - - -Other - - - - - -Residential: Real estate 717  - - 886  - -Construction - - - - - -Total$ 6,032  $ 187  $ - $ 5,179  $ 63  $ - ‎ For the three months ended September 30, 2021 September 30, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 325  $ - $ - $ 392  $ 1  $ -Commercial real estate: Non-owner occupied 2,676  73  - 2,545  6  -Owner occupied 1,555  7  - 1,742  9  -Construction - - - - - -Consumer: Home equity installment 27  - - 40  - -Home equity line of credit 114  - - 405  - -Auto loans 44  - - 60  2  -Direct finance leases - -   - - -Other - - - - - -Residential: Real estate 699  - - 699  - -Construction - - - - - -Total$ 5,440  $ 80  $ - $ 5,883  $ 18  $ -
Credit Quality Indicator Loan Categories Commercial credit exposureCredit risk profile by creditworthiness category September 30, 2021(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 260,216  $ 767  $ 3,187  $ - $ 264,170 Commercial real estate - non-owner occupied 285,455  14,939  6,143  - 306,537 Commercial real estate - owner occupied 224,147  7,223  16,193  - 247,563 Commercial real estate - construction 12,081  - - - 12,081 Total commercial$ 781,899  $ 22,929  $ 25,523  $ - $ 830,351  Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity September 30, 2021(dollars in thousands) Performing Non-performing TotalConsumer Home equity installment $ 47,304  $ 27  $ 47,331 Home equity line of credit 53,650  97  53,747 Auto loans 120,920  160  121,080 Direct finance leases (1) 22,349  - 22,349 Other 7,700  1  7,701 Total consumer 251,923  285  252,208 Residential Real estate 271,066  694  271,760 Construction 34,519  - 34,519 Total residential 305,585  694  306,279 Total consumer & residential $ 557,508  $ 979  $ 558,487 (1)Net of unearned lease revenue of $1.3 million. Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2020(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 272,889  $ 4,162  $ 3,706  $ - $ 280,757 Commercial real estate - non-owner occupied 179,311  6,445  6,387  - 192,143 Commercial real estate - owner occupied 167,873  3,241  8,809  - 179,923 Commercial real estate - construction 8,635  1,233  363  - 10,231 Total commercial$ 628,708  $ 15,081  $ 19,265  $ - $ 663,054  ‎ Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity December 31, 2020(dollars in thousands) Performing Non-performing Total Consumer Home equity installment $ 40,086  $ 61  $ 40,147 Home equity line of credit 49,330  395  49,725 Auto loans 98,359  27  98,386 Direct finance leases (2) 18,875  61  18,936 Other 7,602  - 7,602 Total consumer 214,252  544  214,796 Residential Real estate 217,718  727  218,445 Construction 23,357  - 23,357 Total residential 241,075  727  241,802 Total consumer & residential $ 455,327  $ 1,271  $ 456,598 (2)Net of unearned lease revenue of $1.2 million.
Schedule of Change in Allowance for Loan Losses and the Recorded Investment in Loans As of and for the nine months ended September 30, 2021 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 2,407  $ 6,383  $ 2,552  $ 2,781  $ 79  $ 14,202 Charge-offs (120) (209) (110) (43) - (482)Recoveries 20  241  70  - - 331 Provision 134  870  (66) 275  337  1,550 Ending balance$ 2,441  $ 7,285  $ 2,446  $ 3,013  $ 416  $ 15,601 Ending balance: individually evaluated for impairment$ 19  $ 857  $ 5  $ 89  $ - $ 970 Ending balance: collectively evaluated for impairment$ 2,422  $ 6,428  $ 2,441  $ 2,924  $ 416  $ 14,631 Loans Receivables: Ending balance (2)$ 264,170  $ 566,181  $ 252,208 (1)$ 306,279  $ - $ 1,388,838 Ending balance: individually evaluated for impairment$ 259  $ 4,100  $ 173  $ 694  $ - $ 5,226 Ending balance: collectively evaluated for impairment$ 263,911  $ 562,081  $ 252,035  $ 305,585  $ - $ 1,383,612 (1) Net of unearned lease revenue of $1.3 million. (2) Includes $1.9 million of net deferred loan costs. As of and for the three months ended September 30, 2021 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 2,324  $ 7,228  $ 2,497  $ 3,070  $ 126  $ 15,245 Charge-offs (14) (77) (28) - - (119)Recoveries 5  6  14  - - 25 Provision 126  128  (37) (57) 290  450 Ending balance$ 2,441  $ 7,285  $ 2,446  $ 3,013  $ 416  $ 15,601  ‎ As of and for the year ended December 31, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747 Charge-offs (372) (465) (296) (35) - (1,168)Recoveries 26  30  120  197  - 373 Provision 1,269  2,885  715  341  40  5,250 Ending balance$ 2,407  $ 6,383  $ 2,552  $ 2,781  $ 79  $ 14,202 Ending balance: individually evaluated for impairment$ 213  $ 790  $ 52  $ 151  $ - $ 1,206 Ending balance: collectively evaluated for impairment$ 2,194  $ 5,593  $ 2,500  $ 2,630  $ 79  $ 12,996 Loans Receivables: Ending balance (2)$ 280,757  $ 382,297  $ 214,796 (1)$ 241,802  $ - $ 1,119,652 Ending balance: individually evaluated for impairment$ 590  $ 4,540  $ 483  $ 727  $ - $ 6,340 Ending balance: collectively evaluated for impairment$ 280,167  $ 377,757  $ 214,313  $ 241,075  $ - $ 1,113,312 (1) Net of unearned lease revenue of $1.2 million. (2) Includes $1.7 million of net deferred loan costs. As of and for the nine months ended September 30, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747 Charge-offs (265) (410) (184) (35) - (894)Recoveries 24  22  93  192  - 331 Provision 605  2,298  350  435  12  3,700 Ending balance$ 1,848  $ 5,843  $ 2,272  $ 2,870  $ 51  $ 12,884  As of and for the three months ended September 30, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,467  $ 5,346  $ 2,146  $ 2,688  $ 24  $ 11,671 Charge-offs (5) (246) (69) (4) - (324)Recoveries 6  19  12  - - 37 Provision 380  724  183  186  27  1,500 Ending balance$ 1,848  $ 5,843  $ 2,272  $ 2,870  $ 51  $ 12,884 
Undiscounted Cash Flows to be Received on Annual Basis for Direct Finance Leases (dollars in thousands)Amount 2021$ 1,6562022 7,1362023 5,9332024 7,7252025 1,1172026 and thereafter 94Total future minimum lease payments receivable 23,661Less: Unearned income (1,312)Undiscounted cash flows to be received$ 22,349
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Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2021
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020(dollars in thousands except per share data) Basic EPS: Net income available to common shareholders$ 4,859 $ 4,977 $ 16,222 $ 7,862Weighted-average common shares outstanding 5,643,897 4,977,750 5,212,500 4,454,762Basic EPS$ 0.86 $ 1.00 $ 3.11 $ 1.76 Diluted EPS: Net income available to common shareholders$ 4,859 $ 4,977 $ 16,222 $ 7,862Weighted-average common shares outstanding 5,643,897 4,977,750 5,212,500 4,454,762Potentially dilutive common shares 38,861 28,619 40,723 27,072Weighted-average common and potentially dilutive shares outstanding 5,682,758 5,006,369 5,253,223 4,481,834Diluted EPS$ 0.85 $ 0.99 $ 3.09 $ 1.75
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Stock Plans (Tables)
9 Months Ended
Sep. 30, 2021
Stock Plans [Abstract]  
Summary of Weighted-Average Fair-Value and Vesting of Restricted Stock Grants September 30, 2021 September 30, 2020 Weighted- Weighted- Shares average grant Shares average grant granted date fair value granted date fair value Director plan 12,500(2)$ 52.00 6,000(2)$ 56.63Omnibus plan 13,552(3) 52.00 11,761(3) 55.06Omnibus plan 50(1) 58.17 50(1) 57.62Omnibus plan 36(3) 58.17 500(2) 34.02Omnibus plan 476(2) 52.62 - -Total 26,614 $ 52.03 18,311 $ 55.00(1) Vest after 1 year (2) Vest after 3 years – 33% each year (3) Vest fully after 3 years
Schedule of Non-Vested Restricted Stock Units Activity 2012 Stock incentive plans Director Omnibus Total Weighted- average grant date fair valueNon-vested balance at December 31, 2020 9,402 20,675 30,077 $ 53.36Granted 12,500 14,114 26,614 52.03Forfeited - (439) (439) 52.66Vested (6,982) (6,227) (13,209) 51.23Non-vested balance at September 30, 2021 14,920 28,123 43,043 $ 53.20
Schedule of SSARs Activity Awards Weighted-average grant date fair value Weighted-average remaining contractual term (years)Outstanding December 31, 2020 97,264 $ 9.47 6.5Granted - Exercised (2,932) 3.48 Forfeited - Outstanding September 30, 2021 94,332 $ 9.66 5.8 Of the SSARs outstanding at September 30, 2021, 90,639 vested and were exercisable. SSARs vest over a three year period – 33% per year.
Schedule of Compensation Cost for Share-Based Payment Arrangements, Allocation of Share-Based Compensation Costs by Plan Three months ended September 30, Nine months ended September 30,(dollars in thousands)2021 2020 2021 2020Stock-based compensation expense: Director stock incentive plan $ 170 $ 66 $ 339 $ 367Omnibus stock incentive plan 163 191 477 550Employee stock purchase plan - - 44 27Total stock-based compensation expense$ 333 $ 257 $ 860 $ 944In addition, during the nine months ended September 30, 2021, the Company reversed accruals of ($10 thousand) in stock-based compensation expense for restricted stock and SSARs awarded under the Omnibus Plan. During the three and nine months ended September 30, 2020, the Company reversed accruals of ($30 thousand) and ($93 thousand) in stock-based compensation expense for restricted stock and SSARs awarded under the Omnibus Plan.
Schedule of Unrecognized Compensation Cost, Non-Vested Awards As of(dollars in thousands) September 30, 2021Unrecognized stock-based compensation expense: Director plan $ 581Omnibus plan 944Total unrecognized stock-based compensation expense $ 1,525The unrecognized stock-based compensation expense as of September 30, 2021 will be recognized ratably over the periods ended February 2024 and July 2024 for the Director Plan and the Omnibus Plan, respectively.
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Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2021
Fair Value Measurements [Abstract]  
Carrying Amount and Estimated Fair Value by Balance Sheet Grouping September 30, 2021 Quoted prices Significant Significant in active other other Carrying Estimated markets observable inputs unobservable inputs(dollars in thousands)amount fair value (Level 1) (Level 2) (Level 3)Financial assets: Cash and cash equivalents$ 167,386  $ 167,386  $ 167,386  $ - $ -Available-for-sale debt securities 686,926  686,926  - 686,926  -Restricted investments in bank stock 3,321  3,321  - 3,321  -Loans and leases, net 1,373,237  1,392,879  - - 1,392,879 Loans held-for-sale 47,159  48,227  - 48,227  -Accrued interest receivable 7,178  7,178  - 7,178  -Financial liabilities: Deposits with no stated maturities 2,014,501  2,014,501  - 2,014,501  -Time deposits 148,949  148,872  - 148,872  -Secured borrowings 16,885  16,885  - - 16,885 Accrued interest payable 175  175  - 175  - December 31, 2020 Quoted prices Significant Significant in active other other Carrying Estimated markets observable inputs unobservable inputs(dollars in thousands)amount fair value (Level 1) (Level 2) (Level 3)Financial assets: Cash and cash equivalents$ 69,346  $ 69,346  $ 69,346  $ - $ -Available-for-sale debt securities 392,420  392,420  - 392,420  -Restricted investments in bank stock 2,813  2,813  - 2,813  -Loans and leases, net 1,105,450  1,116,711  - - 1,116,711 Loans held-for-sale 29,786  30,858  - 30,858  -Accrued interest receivable 5,712  5,712  - 5,712  -Financial liabilities: Deposits with no stated maturities 1,381,722  1,381,722  - 1,381,722  -Time deposits 127,783  128,200  - 128,200  -FHLB advances 5,000  5,348  - 5,348  -Accrued interest payable 337  337  - 337  -
Financial Instruments Measured at Fair Value on Recurring Basis Quoted prices in active Significant other Significant other Total carrying value markets observable inputs unobservable inputs(dollars in thousands)September 30, 2021 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 111,515  $ - $ 111,515  $ -Obligations of states and political subdivisions 336,465  - 336,465  -MBS - GSE residential 238,946  - 238,946  -Total available-for-sale debt securities$ 686,926  $ - $ 686,926  $ - Quoted prices in active Significant other Significant other Total carrying value markets observable inputs unobservable inputs(dollars in thousands)December 31, 2020 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 45,447  $ - $ 45,447  $ -Obligations of states and political subdivisions 199,713  - 199,713  -MBS - GSE residential 147,260  - 147,260  -Total available-for-sale debt securities$ 392,420  $ - $ 392,420  $ -
Fair Value Measurements at Fair Value Segregated by Hierarchy Fair Value Levels Quoted prices in Significant other Significant other Total carrying value active markets observable inputs unobservable inputs(dollars in thousands)at September 30, 2021 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,724 $ - $ - $ 2,724Other real estate owned 567 - - 567Total$ 3,291 $ - $ - $ 3,291 Quoted prices in Significant other Significant other Total carrying value active markets observable inputs unobservable inputs(dollars in thousands)at December 31, 2020 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,930 $ - $ - $ 2,930Other real estate owned 182 - - 182Total$ 3,112 $ - $ - $ 3,112
XML 39 R28.htm IDEA: XBRL DOCUMENT v3.21.2
Acquisition (Tables)
9 Months Ended
Sep. 30, 2021
Acquisition [Abstract]  
Summary of Consideration Paid Purchase Price Consideration in Common Stock Landmark shares settled for stock 2,382,695Exchange ratio 0.272Total FDBC shares issued 647,990Value assigned to FDBC common share (06/30/2021 closing price) $ 54.10 Purchase price assigned to Landmark common shares exchanged for FDBC common shares $ 35,056,259 Purchase Price Consideration - Cash for Common Stock Landmark shares exchanged for cash, excluding fractional shares 2,382,695Cash consideration (per Landmark share) $ 3.26Cash portion of purchase price $ 7,767,586 Cash portion of purchase price (cash paid fractional shares) $ 5,559 Cash for outstanding Landmark stock options $ 69,250 Total consideration paid $ 42,898,654 Allocation of Purchase PriceIn thousands     Total Purchase Price $ 42,899 Estimated Fair Value of Assets Acquired Cash and cash equivalents 4,090 Investment securities 49,430 Loans 298,860 Restricted investments in bank stock 1,186 Premises and equipment 3,405 Lease property under finance leases 1,188 Core deposit intangible asset 597 Other real estate owned 488 Other assets 11,629 Total assets acquired 370,873 Estimated Fair Value of Liabilities Assumed Non-interest bearing deposits 100,472 Interest bearing deposits 208,057 Short-term borrowings 2,224 FHLB borrowings 4,602 Secured borrowings 20,619 Finance lease obligation 1,188 Other liabilities 3,387 Total liabilities assumed 340,549 Net Assets Acquired 30,324Goodwill Recorded in Acquisition $ 12,575
Summary of Fair Value Adjustments of Loans Acquired Dollars in thousands Gross amortized cost basis at June 30, 2021 $ 309,767Interest rate fair value adjustment on pools of homogeneous loans (1,855)Credit fair value adjustment on pools of homogeneous loans (7,915)Credit fair value adjustment on purchased credit impaired loans (1,137)Fair value of acquired loans at June 30, 2021 $ 298,860
Summary of Credit Adjustment on Acquired Impaired Loans Dollars in thousands Contractual principal and interest at acquisition $ 5,306Non-accretable difference (1,691)Expected cash flows at acquisition 3,615Accretable yield (588)Fair value of purchased impaired loans $ 3,027
Summary of Supplemental Pro Forma Financial Information Three months ended September 30, Nine months ended September 30,(Dollars in thousands)2021 2020 2021 2020Net interest income$ 17,174 $ 15,902 $ 51,174 $ 40,920Other income 4,009 4,619 14,774 10,876Total net interest income and other income$ 21,183 $ 20,521 $ 65,948 $ 51,796 Net income 6,598 5,839 21,446 12,170 Basic earnings per common share$1.17 $1.04 $3.80 $2.39Diluted earnings per common share$1.16 $1.03 $3.77 $2.37
XML 40 R29.htm IDEA: XBRL DOCUMENT v3.21.2
Leases (Tables)
9 Months Ended
Sep. 30, 2021
Leases [Abstract]  
Analysis of Leased Property under Finance Leases (dollars in thousands)September 30, 2021 December 31, 2020 Property and equipment$ 1,673 $ 485Less accumulated depreciation and amortization (308) (202)Leased property under finance leases, net$ 1,365 $ 283
Schedule of Future Minimum Lease Payments under Finance Leases (dollars in thousands)Amount 2021$ 622022 2472023 2202024 1642025 1582026 and thereafter 613Total minimum lease payments (a) 1,464Less amount representing interest (b) (89)Present value of net minimum lease payments$ 1,375 (a)The future minimum lease payments have not been reduced by estimated executory costs (such as taxes and maintenance) since this amount was deemed immaterial by management.(b)Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate upon lease inception.
Schedule of Lease Costs and Other Information (dollars in thousands)September 30, 2021 September 30, 2020Lease cost Finance lease cost: Amortization of right-of-use assets$ 105 $ 61Interest on lease liabilities 10 6Operating lease cost 452 392Short-term lease cost 30 14Variable lease cost 3 (4)Total lease cost$ 600 $ 469 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases$ 10 $ 6Operating cash flows from operating leases (Fixed payments)$ 413 $ 370Operating cash flows from operating leases (Liability reduction)$ 224 $ 175Financing cash flows from finance leases$ 103 $ 60Right-of-use assets obtained in exchange for new finance lease liabilities$ 1,188 $ 88Right-of-use assets obtained in exchange for new operating lease liabilities$ 1,644 $ 1,338Weighted-average remaining lease term - finance leases 7.39 yrs 3.36 yrsWeighted average remaining lease term - operating leases 19.70 yrs 21.47 yrsWeighted-average discount rate - finance leases 1.81% 2.53%Weighted-average discount rate - operating leases 3.41% 3.56%
Schedule of Future Minimum Lease Payments under Operating Leases (dollars in thousands)Amount 2021$ 1572022 6192023 6062024 6022025 6102026 and thereafter 9,192Total future minimum lease payments 11,786Plus variable payment adjustment 328Less amount representing interest (3,549)Present value of net future minimum lease payments$ 8,565
Schedule of Undiscounted Cash Flows to be Received (dollars in thousands)Amount 2021$ 502022 1042023 482024 512025 542026 and thereafter 81Total lease payments to be received$ 388
Schedule of Lease Income For the three months ended September 30, For the nine months ended September 30,(dollars in thousands)2021 2020 2021 2020Lease income - direct finance leases Interest income on lease receivables$ 201 $ 181 $ 596 $ 526 Lease income - operating leases 60 60 188 171Total lease income$ 261 $ 241 $ 784 $ 697
XML 41 R30.htm IDEA: XBRL DOCUMENT v3.21.2
Nature of Operations and Critical Accounting Policies (Narrative) (Details)
9 Months Ended 12 Months Ended
Sep. 30, 2021
USD ($)
employee
Dec. 31, 2020
USD ($)
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items]    
Year founded 1903  
Goodwill term 15 years  
Goodwill impairment | $ $ 0 $ 0
Executives [Member]    
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Line Items]    
Number of individuals with split dollar life insurance arrangement | employee 4  
XML 42 R31.htm IDEA: XBRL DOCUMENT v3.21.2
Accumulated Other Comprehensive Income (Schedule of Accumulated Other Comprehensive Income) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning balance $ 172,185 $ 157,160 $ 166,670 $ 106,835
Ending balance 205,569 161,611 205,569 161,611
Unrealized Gains (Losses) on Available-for-Sale Debt Securities [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning balance 5,331 7,201 8,952 3,602
Other comprehensive (loss) income before reclassifications, net of tax (5,126) 619 (8,747) 4,218
Amounts reclassified from accumulated other comprehensive income, net of tax (31) (31)  
Net current-period other comprehensive income (loss) (5,157) 619 (8,778) 4,218
Ending balance $ 174 $ 7,820 $ 174 $ 7,820
XML 43 R32.htm IDEA: XBRL DOCUMENT v3.21.2
Accumulated Other Comprehensive Income (Schedule of Reclassifications from Accumulated Other Comprehensive Income) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Provision for income taxes $ (689) $ (955) $ (2,788) $ (1,545)
Net income 4,859 4,977 16,222 7,862
Reclassified from Accumulated Other Comprehensive Income [Member]        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Provision for income taxes (9) (9)
Net income 31 31
Unrealized Gains (Losses) on Available-for-Sale Debt Securities [Member] | Reclassified from Accumulated Other Comprehensive Income [Member]        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Gain (loss) on sale of investment securities $ 40 $ 40
XML 44 R33.htm IDEA: XBRL DOCUMENT v3.21.2
Investment Securities (Narrative) (Details) - security
9 Months Ended
Sep. 30, 2021
Dec. 31, 2020
Debt Securities, Available-for-sale [Line Items]    
Number of securities in unrealized loss position 225 30
Number of securities in unrealized loss position, more than 12 months 5  
Agency - GSE [Member]    
Debt Securities, Available-for-sale [Line Items]    
Number of securities in unrealized loss position 35  
Agency - GSE [Member] | Measurement Input, Loss Severity [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available-for-sale, measurement input 2.03%  
MBS - GSE Residential [Member]    
Debt Securities, Available-for-sale [Line Items]    
Number of securities in unrealized loss position 47  
MBS - GSE Residential [Member] | Measurement Input, Loss Severity [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available-for-sale, measurement input 1.35%  
Obligations of States and Political Subdivisions [Member]    
Debt Securities, Available-for-sale [Line Items]    
Number of securities in unrealized loss position 143  
Obligations of States and Political Subdivisions [Member] | Measurement Input, Loss Severity [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available-for-sale, measurement input 1.91%  
XML 45 R34.htm IDEA: XBRL DOCUMENT v3.21.2
Investment Securities (Amortized Cost and Fair Value of Investment Securities) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Schedule of Held-to-maturity Securities And Available-for-sale Securities [Line Items]    
Amortized cost: Total available-for-sale debt securities $ 686,705 $ 381,088
Gross unrealized gains: Available-for-sale debt securities 8,315 11,753
Gross unrealized losses: Available-for-sale debt securities (8,094) (421)
Fair value: Available-for-sale debt securities 686,926 392,420
Agency - GSE [Member]    
Schedule of Held-to-maturity Securities And Available-for-sale Securities [Line Items]    
Amortized cost: Total available-for-sale debt securities 112,949 45,146
Gross unrealized gains: Available-for-sale debt securities 386 392
Gross unrealized losses: Available-for-sale debt securities (1,820) (91)
Fair value: Available-for-sale debt securities 111,515 45,447
Obligations of States and Political Subdivisions [Member]    
Schedule of Held-to-maturity Securities And Available-for-sale Securities [Line Items]    
Amortized cost: Total available-for-sale debt securities 335,011 192,385
Gross unrealized gains: Available-for-sale debt securities 5,527 7,480
Gross unrealized losses: Available-for-sale debt securities (4,073) (152)
Fair value: Available-for-sale debt securities 336,465 199,713
MBS - GSE Residential [Member]    
Schedule of Held-to-maturity Securities And Available-for-sale Securities [Line Items]    
Amortized cost: Total available-for-sale debt securities 238,745 143,557
Gross unrealized gains: Available-for-sale debt securities 2,402 3,881
Gross unrealized losses: Available-for-sale debt securities (2,201) (178)
Fair value: Available-for-sale debt securities $ 238,946 $ 147,260
XML 46 R35.htm IDEA: XBRL DOCUMENT v3.21.2
Investment Securities (Amortized Cost and Fair Value of Debt Securities by Contractual Maturity Date) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Investment Securities [Abstract]    
Amortized cost: Due in one year or less $ 985  
Amortized cost: Due after one year through five years 9,207  
Amortized cost: Due after five years through ten years 109,420  
Amortized cost: Due after ten years 328,348  
Amortized cost: MBS - GSE residential 238,745  
Amortized cost: Total available-for-sale debt securities 686,705 $ 381,088
Fair value: Due in one year or less 1,008  
Fair value: Due after one year through five years 9,452  
Fair value: Due after five years through ten years 107,939  
Fair value: Due after ten years 329,581  
Fair value: MBS - GSE residential 238,946  
Fair value: Total available-for-sale debt securities $ 686,926 $ 392,420
XML 47 R36.htm IDEA: XBRL DOCUMENT v3.21.2
Investment Securities (Available-for-Sale Securities, Continuous Unrealized Loss Position, Fair Value) (Details)
$ in Thousands
Sep. 30, 2021
USD ($)
security
Dec. 31, 2020
USD ($)
security
Debt Securities, Available-for-sale [Line Items]    
Less than 12 months: Fair value $ 452,953 $ 57,611
Less than 12 months: Unrealized losses (7,903) (421)
More than 12 months: Fair value 4,498  
More than 12 months: Unrealized losses (191)  
Total: Fair value 457,451 57,611
Total: Unrealized losses $ (8,094) $ (421)
Less than 12 months: Number of securities | security 220 30
More than 12 months: Number of securities | security 5  
Total: Number of securities | security 225 30
Agency - GSE [Member]    
Debt Securities, Available-for-sale [Line Items]    
Less than 12 months: Fair value $ 87,844 $ 27,602
Less than 12 months: Unrealized losses (1,820) (91)
Total: Fair value 87,844 27,602
Total: Unrealized losses $ (1,820) (91)
Total: Number of securities | security 35  
Obligations of States and Political Subdivisions [Member]    
Debt Securities, Available-for-sale [Line Items]    
Less than 12 months: Fair value $ 204,710 15,256
Less than 12 months: Unrealized losses (3,882) (152)
More than 12 months: Fair value 4,498  
More than 12 months: Unrealized losses (191)  
Total: Fair value 209,208 15,256
Total: Unrealized losses $ (4,073) (152)
Total: Number of securities | security 143  
MBS - GSE Residential [Member]    
Debt Securities, Available-for-sale [Line Items]    
Less than 12 months: Fair value $ 160,399 14,753
Less than 12 months: Unrealized losses (2,201) (178)
Total: Fair value 160,399 14,753
Total: Unrealized losses $ (2,201) $ (178)
Total: Number of securities | security 47  
XML 48 R37.htm IDEA: XBRL DOCUMENT v3.21.2
Loans and Leases (Narrative) (Details)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended 19 Months Ended
Sep. 30, 2021
USD ($)
loan
Sep. 30, 2020
USD ($)
loan
Sep. 30, 2021
USD ($)
loan
item
Sep. 30, 2020
USD ($)
loan
Dec. 31, 2020
USD ($)
loan
item
Sep. 30, 2021
USD ($)
Dec. 31, 2019
USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Total Loan Balance $ 1,390,150   $ 1,390,150   $ 1,120,811 $ 1,390,150  
Deferred fee income 1,900   1,900     1,900  
Deferred loan costs 1,900   1,900   1,700 1,900  
Loan balances 1,373,237   1,373,237   1,105,450 1,373,237  
Accretable yield 999 $ 387 999 $ 387 563 999
Increase in accretable yield     436        
Accretable yield on acquired loans     589 248      
Reclassification from non-accretable difference     197 192      
Accretion of accretable yield     350 $ 53      
Mortgages serviced 433,300   433,300   366,500 433,300  
Mortgage servicing rights $ 1,800   $ 1,800   1,300 1,800  
Number of contracts, subsequent default | loan 0 0 0 0      
Allowance for impaired loans $ 970   $ 970   1,206 970  
Impaired loans 5,226   5,226   6,340 5,226  
Troubled Debt Restructuring balance $ 3,000 $ 3,000 $ 3,000 $ 3,000   3,000  
Number of contracts modified by TDR with subsequent default | loan 0 0 0 0      
Number of dealerships | item     2        
Direct finance lease receivable $ 7,200   $ 7,200   6,000 7,200  
Direct finance lease residual value 15,100   $ 15,100   $ 12,900 15,100  
COVID-19 [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Number of loans modified | loan     0   10    
Total Modification Balance         $ 2,200    
Improved Collateral Values [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Reclassification from non-accretable difference     $ 129        
Payments Received on PCI in Excess of Estimates [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Reclassification from non-accretable difference     68        
Commercial and Industrial [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Total Loan Balance 264,170   264,170   280,757 264,170  
Loan balances 264,200   264,200   280,800 264,200  
Allowance for impaired loans 19   19   213 19  
Impaired loans 259   259   590 259  
Financing receivable, net 264,170   264,170   280,757 264,170  
Troubled Debt Status [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Allowance for impaired loans 500 $ 600 500 $ 600   500  
Accruing TDR Balance [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Troubled Debt Restructuring balance 2,500   2,500   2,500 2,500  
Non-Accrual Status [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Troubled Debt Restructuring balance 600   600   700 600  
Financing receivable, net 2,700   $ 2,700   $ 3,800 2,700  
Number of loans classified as TDRs | loan     3   4    
Number of unrelated borrowers that had loans modified in a TDR | item     2   3    
Paycheck Protection Program [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Total Loan Balance 66,800   $ 66,800   $ 132,100 66,800  
Deferred fee income $ 2,100   $ 2,100   $ 2,200 $ 2,100  
Number of loans | loan     840   1,246    
Increase (decrease) in loan balance     $ (65,300)        
Percentage increase (decrease) in loan balance 49.00%   49.00%     49.00%  
Loan receivable forgiveness or paydown     $ 155,900        
Fee income recognized $ 1,400 $ 1,000 4,200 $ 1,800      
Fees paid to referral sources     200        
Paycheck Protection Program [Member] | Since Beginning of Program [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Total Loan Balance $ 236,300   $ 236,300     $ 236,300  
Percentage decrease in loan balance 77.00%   77.00%     77.00%  
Loan receivable forgiveness or paydown           $ (182,900)  
Paycheck Protection Program [Member] | Commercial and Industrial [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Loan balances $ 64,700   $ 64,700   $ 129,900 64,700  
Other Loans [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Deferred loan costs 4,000   4,000   $ 3,900 4,000  
Landmark Bancorp, Inc. [Member] | Commercial and Industrial [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Loan balances 48,700   48,700     48,700  
Landmark Bancorp, Inc. [Member] | Paycheck Protection Program [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Total Loan Balance 13,400   $ 13,400     13,400  
Number of loans | loan     148        
Landmark Bancorp, Inc. [Member] | Paycheck Protection Program [Member] | Commercial and Industrial [Member]              
Accounts, Notes, Loans and Financing Receivable [Line Items]              
Loan balances $ 13,400   $ 13,400     $ 13,400  
XML 49 R38.htm IDEA: XBRL DOCUMENT v3.21.2
Loans and Leases (Loan Classifications) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Jun. 30, 2021
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total $ 1,390,150   $ 1,120,811      
Less: Allowance for loan losses (15,601) $ (15,245) (14,202) $ (12,884) $ (11,671) $ (9,747)
Less: Unearned lease revenue (1,312)   (1,159)      
Loans and leases, net 1,373,237   1,105,450      
Commercial and Industrial [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total 264,170   280,757      
Less: Allowance for loan losses (2,441) $ (2,324) (2,407) $ (1,848) $ (1,467) $ (1,484)
Loans and leases, net 264,200   280,800      
Commercial Real Estate: Non-Owner Occupied [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total 306,537   192,143      
Commercial Real Estate: Owner Occupied [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total 247,563   179,923      
Commercial Real Estate: Construction [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total 12,081   10,231      
Consumer: Home Equity Installment [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total 47,331   40,147      
Consumer: Home Equity Line of Credit [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total 53,747   49,725      
Consumer: Auto Loans [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total 121,080   98,386      
Consumer: Direct Finance Leases [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total 23,661   20,095      
Less: Unearned lease revenue     (1,200)      
Consumer: Other [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total 7,701   7,602      
Residential: Real Estate [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total 271,760   218,445      
Residential: Construction [Member]            
Accounts, Notes, Loans and Financing Receivable [Line Items]            
Total $ 34,519   $ 23,357      
XML 50 R39.htm IDEA: XBRL DOCUMENT v3.21.2
Loans and Leases (Schedule of Accretable Yield) (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Loans and Leases [Abstract]    
Balance at beginning of period $ 563
Accretable yield on acquired loans 589 248
Reclassification from non-accretable difference 197 192
Accretion of accretable yield (350) (53)
Balance at end of period 999 387
Non-accretable yield amortized to interest income $ 275 $ 3
XML 51 R40.htm IDEA: XBRL DOCUMENT v3.21.2
Loans and Leases (Non-Accrual Loans, Segregated by Class) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Financing Receivable, Past Due [Line Items]    
Non-accrual loans $ 2,747 $ 3,769
Impaired loans 5,226 6,340
Commercial and Industrial [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 259 590
Impaired loans 259 590
Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 601 846
Impaired loans 2,596 2,848
Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 1,020 1,123
Impaired loans 1,504 1,692
Consumer: Home Equity Installment [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 27 61
Impaired loans 27 61
Consumer: Home Equity Line of Credit [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 97 395
Impaired loans 97 395
Consumer: Auto Loans [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 49 27
Impaired loans 49 27
Residential: Real Estate [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 694 727
Impaired loans 694 727
Purchase Credit [Member]    
Financing Receivable, Past Due [Line Items]    
Impaired loans $ 4,400 $ 1,300
XML 52 R41.htm IDEA: XBRL DOCUMENT v3.21.2
Loans and Leases (Information Related to Loans Modified in Troubled Debt Restructuring, by Class) (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
USD ($)
contract
Sep. 30, 2020
USD ($)
contract
Sep. 30, 2021
USD ($)
contract
Sep. 30, 2020
USD ($)
contract
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Number of contracts | contract 2 2
Recorded investment (as of period end) $ 1,600 $ 1,600
Increase in allowance (as of period end) $ 475 $ 475
Commercial Real Estate: Non-Owner Occupied [Member]        
Financing Receivable, Troubled Debt Restructuring [Line Items]        
Number of contracts | contract 2 2
Recorded investment (as of period end) $ 1,600 $ 1,600
Increase in allowance (as of period end) $ 475 $ 475
XML 53 R42.htm IDEA: XBRL DOCUMENT v3.21.2
Loans and Leases (Past Due Loans) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Financing Receivable, Past Due [Line Items]    
Total loans $ 1,388,838 $ 1,119,652
Recorded investment past due >=90 days and accruing 112 61
Unearned lease revenue 1,312 1,159
Deferred loan costs 1,900 1,700
30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 964 994
60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 122 604
Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 2,859 3,830
Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 3,945 5,428
Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 1,384,893 1,114,224
Commercial and Industrial [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 264,170 280,757
Commercial and Industrial [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 19 288
Commercial and Industrial [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans   505
Commercial and Industrial [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 259 590
Commercial and Industrial [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 278 1,383
Commercial and Industrial [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 263,892 279,374
Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 306,537 192,143
Commercial Real Estate: Non-Owner Occupied [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans   79
Commercial Real Estate: Non-Owner Occupied [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 61  
Commercial Real Estate: Non-Owner Occupied [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 601 846
Commercial Real Estate: Non-Owner Occupied [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 662 925
Commercial Real Estate: Non-Owner Occupied [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 305,875 191,218
Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 247,563 179,923
Commercial Real Estate: Owner Occupied [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 224 1
Commercial Real Estate: Owner Occupied [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 1,020 1,123
Commercial Real Estate: Owner Occupied [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 1,244 1,124
Commercial Real Estate: Owner Occupied [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 246,319 178,799
Commercial Real Estate: Construction [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 12,081 10,231
Commercial Real Estate: Construction [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 12,081 10,231
Consumer: Home Equity Installment [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 47,331 40,147
Consumer: Home Equity Installment [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 70 102
Consumer: Home Equity Installment [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 27 61
Consumer: Home Equity Installment [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 97 163
Consumer: Home Equity Installment [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 47,234 39,984
Consumer: Home Equity Line of Credit [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 53,747 49,725
Consumer: Home Equity Line of Credit [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 74 24
Consumer: Home Equity Line of Credit [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 97 395
Consumer: Home Equity Line of Credit [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 171 419
Consumer: Home Equity Line of Credit [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 53,576 49,306
Consumer: Auto Loans [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 121,080 98,386
Recorded investment past due >=90 days and accruing 111  
Consumer: Auto Loans [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 458 197
Consumer: Auto Loans [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 54 25
Consumer: Auto Loans [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 160 27
Consumer: Auto Loans [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 672 249
Consumer: Auto Loans [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 120,408 98,137
Consumer: Direct Finance Leases [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 22,349 18,936
Recorded investment past due >=90 days and accruing   61
Unearned lease revenue   1,200
Consumer: Direct Finance Leases [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 110 294
Consumer: Direct Finance Leases [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 7  
Consumer: Direct Finance Leases [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans   61
Consumer: Direct Finance Leases [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 117 355
Consumer: Direct Finance Leases [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 22,232 18,581
Consumer: Other [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 7,701 7,602
Recorded investment past due >=90 days and accruing 1  
Consumer: Other [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 9 9
Consumer: Other [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 1  
Consumer: Other [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 10 9
Consumer: Other [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 7,691 7,593
Residential: Real Estate [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 271,760 218,445
Residential: Real Estate [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans   74
Residential: Real Estate [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 694 727
Residential: Real Estate [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 694 801
Residential: Real Estate [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 271,066 217,644
Residential: Construction [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 34,519 23,357
Residential: Construction [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans $ 34,519 $ 23,357
XML 54 R43.htm IDEA: XBRL DOCUMENT v3.21.2
Loans and Leases (Impaired Loans) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Dec. 31, 2020
Financing Receivable, Impaired [Line Items]          
Unpaid principal balance $ 5,925   $ 5,925   $ 7,079
Recorded investment with allowance 3,694   3,694   4,136
Recorded investment with no allowance 1,532   1,532   2,204
Total recorded investment 5,226   5,226   6,340
Related allowance 970   970   1,206
Average recorded investment 5,440 $ 5,883 6,032 $ 5,179  
Interest income recognized 80 18 187 63  
Cash basis interest income recognized  
Commercial and Industrial [Member]          
Financing Receivable, Impaired [Line Items]          
Unpaid principal balance 422   422   688
Recorded investment with allowance 19   19   549
Recorded investment with no allowance 240   240   41
Total recorded investment 259   259   590
Related allowance 19   19   213
Average recorded investment 325 392 433 327  
Interest income recognized 1 3 1  
Cash basis interest income recognized  
Commercial Real Estate: Non-Owner Occupied [Member]          
Financing Receivable, Impaired [Line Items]          
Unpaid principal balance 2,595   2,595   2,960
Recorded investment with allowance 1,676   1,676   1,677
Recorded investment with no allowance 920   920   1,171
Total recorded investment 2,596   2,596   2,848
Related allowance 470   470   481
Average recorded investment 2,676 2,545 2,838 1,531  
Interest income recognized 73 6 133 18  
Cash basis interest income recognized  
Commercial Real Estate: Owner Occupied [Member]          
Financing Receivable, Impaired [Line Items]          
Unpaid principal balance 1,904   1,904   2,058
Recorded investment with allowance 1,438   1,438   1,219
Recorded investment with no allowance 66   66   473
Total recorded investment 1,504   1,504   1,692
Related allowance 387   387   309
Average recorded investment 1,555 1,742 1,711 1,984  
Interest income recognized 7 9 27 42  
Cash basis interest income recognized  
Commercial Real Estate: Construction [Member]          
Financing Receivable, Impaired [Line Items]          
Average recorded investment  
Interest income recognized  
Cash basis interest income recognized  
Consumer: Home Equity Installment [Member]          
Financing Receivable, Impaired [Line Items]          
Unpaid principal balance 60   60   106
Recorded investment with no allowance 27   27   61
Total recorded investment 27   27   61
Average recorded investment 27 40 35 50  
Interest income recognized 4  
Cash basis interest income recognized  
Consumer: Home Equity Line of Credit [Member]          
Financing Receivable, Impaired [Line Items]          
Unpaid principal balance 137   137   443
Recorded investment with allowance         105
Recorded investment with no allowance 97   97   290
Total recorded investment 97   97   395
Related allowance         48
Average recorded investment 114 405 268 341  
Interest income recognized 20  
Cash basis interest income recognized  
Consumer: Auto Loans [Member]          
Financing Receivable, Impaired [Line Items]          
Unpaid principal balance 66   66   50
Recorded investment with allowance 11   11   27
Recorded investment with no allowance 38   38    
Total recorded investment 49   49   27
Related allowance 5   5   4
Average recorded investment 44 60 30 60  
Interest income recognized 2 2  
Cash basis interest income recognized  
Consumer: Direct Finance Leases [Member]          
Financing Receivable, Impaired [Line Items]          
Average recorded investment  
Interest income recognized  
Cash basis interest income recognized  
Consumer: Other [Member]          
Financing Receivable, Impaired [Line Items]          
Average recorded investment  
Interest income recognized  
Cash basis interest income recognized  
Residential: Real Estate [Member]          
Financing Receivable, Impaired [Line Items]          
Unpaid principal balance 741   741   774
Recorded investment with allowance 550   550   559
Recorded investment with no allowance 144   144   168
Total recorded investment 694   694   727
Related allowance 89   89   $ 151
Average recorded investment 699 699 717 886  
Interest income recognized  
Cash basis interest income recognized  
Residential: Construction [Member]          
Financing Receivable, Impaired [Line Items]          
Average recorded investment  
Interest income recognized  
Cash basis interest income recognized  
XML 55 R44.htm IDEA: XBRL DOCUMENT v3.21.2
Loans and Leases (Credit Quality Indicator Loan Categories) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Financing Receivable, Credit Quality Indicator [Line Items]    
Unearned lease revenue $ 1,312 $ 1,159
Commercial and Industrial [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 264,170 280,757
Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 306,537 192,143
Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 247,563 179,923
Commercial Real Estate: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 12,081 10,231
Commercial Loan [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 830,351 663,054
Consumer: Home Equity Installment [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 47,331 40,147
Consumer: Home Equity Line of Credit [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 53,747 49,725
Consumer: Auto Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 121,080 98,386
Consumer: Direct Finance Leases [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 22,349 18,936
Unearned lease revenue   1,200
Consumer: Other [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 7,701 7,602
Consumer Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 252,208 214,796
Residential: Real Estate [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 271,760 218,445
Residential: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 34,519 23,357
Residential Mortgages [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 306,279 241,802
Consumer And Residential [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 558,487 456,598
Pass [Member] | Commercial and Industrial [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 260,216 272,889
Pass [Member] | Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 285,455 179,311
Pass [Member] | Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 224,147 167,873
Pass [Member] | Commercial Real Estate: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 12,081 8,635
Pass [Member] | Commercial Loan [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 781,899 628,708
Special mention [Member] | Commercial and Industrial [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 767 4,162
Special mention [Member] | Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 14,939 6,445
Special mention [Member] | Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 7,223 3,241
Special mention [Member] | Commercial Real Estate: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net   1,233
Special mention [Member] | Commercial Loan [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 22,929 15,081
Substandard [Member] | Commercial and Industrial [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 3,187 3,706
Substandard [Member] | Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 6,143 6,387
Substandard [Member] | Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 16,193 8,809
Substandard [Member] | Commercial Real Estate: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net   363
Substandard [Member] | Commercial Loan [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 25,523 19,265
Doubtful [Member] | Commercial and Industrial [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net  
Doubtful [Member] | Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net  
Doubtful [Member] | Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net  
Doubtful [Member] | Commercial Real Estate: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net  
Doubtful [Member] | Commercial Loan [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net  
Performing [Member] | Consumer: Home Equity Installment [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 47,304 40,086
Performing [Member] | Consumer: Home Equity Line of Credit [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 53,650 49,330
Performing [Member] | Consumer: Auto Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 120,920 98,359
Performing [Member] | Consumer: Direct Finance Leases [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 22,349 18,875
Performing [Member] | Consumer: Other [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 7,700 7,602
Performing [Member] | Consumer Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 251,923 214,252
Performing [Member] | Residential: Real Estate [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 271,066 217,718
Performing [Member] | Residential: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 34,519 23,357
Performing [Member] | Residential Mortgages [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 305,585 241,075
Performing [Member] | Consumer And Residential [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 557,508 455,327
Non-performing [Member] | Consumer: Home Equity Installment [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 27 61
Non-performing [Member] | Consumer: Home Equity Line of Credit [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 97 395
Non-performing [Member] | Consumer: Auto Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 160 27
Non-performing [Member] | Consumer: Direct Finance Leases [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net   61
Non-performing [Member] | Consumer: Other [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 1  
Non-performing [Member] | Consumer Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 285 544
Non-performing [Member] | Residential: Real Estate [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 694 727
Non-performing [Member] | Residential Mortgages [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 694 727
Non-performing [Member] | Consumer And Residential [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net $ 979 $ 1,271
XML 56 R45.htm IDEA: XBRL DOCUMENT v3.21.2
Loans and Leases (Schedule of Change in Allowance for Loan Losses and the Recorded Investment in Loans) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Dec. 31, 2020
Financing Receivable, Allowance for Credit Loss [Line Items]          
Allowance for Loan Losses: Beginning balance $ 15,245 $ 11,671 $ 14,202 $ 9,747 $ 9,747
Charge-offs (119) (324) (482) (894) (1,168)
Recoveries 25 37 331 331 373
Provisions 450 1,500 1,550 3,700 5,250
Allowance for Loan Losses: Ending balance 15,601 12,884 15,601 12,884 14,202
Allowance for Loan Losses: Ending balance: individually evaluated for impairment 970   970   1,206
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment 14,631   14,631   12,996
Loan Receivables: Ending balance 1,388,838   1,388,838   1,119,652
Loans Receivable: Ending balance: individually evaluated for impairment 5,226   5,226   6,340
Loans Receivable: Ending balance: collectively evaluated for impairment 1,383,612   1,383,612   1,113,312
Unearned lease revenue 1,312   1,312   1,159
Deferred loan costs 1,900   1,900   1,700
Commercial and Industrial [Member]          
Financing Receivable, Allowance for Credit Loss [Line Items]          
Allowance for Loan Losses: Beginning balance 2,324 1,467 2,407 1,484 1,484
Charge-offs (14) (5) (120) (265) (372)
Recoveries 5 6 20 24 26
Provisions 126 380 134 605 1,269
Allowance for Loan Losses: Ending balance 2,441 1,848 2,441 1,848 2,407
Allowance for Loan Losses: Ending balance: individually evaluated for impairment 19   19   213
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment 2,422   2,422   2,194
Loan Receivables: Ending balance 264,170   264,170   280,757
Loans Receivable: Ending balance: individually evaluated for impairment 259   259   590
Loans Receivable: Ending balance: collectively evaluated for impairment 263,911   263,911   280,167
Commercial Real Estate [Member]          
Financing Receivable, Allowance for Credit Loss [Line Items]          
Allowance for Loan Losses: Beginning balance 7,228 5,346 6,383 3,933 3,933
Charge-offs (77) (246) (209) (410) (465)
Recoveries 6 19 241 22 30
Provisions 128 724 870 2,298 2,885
Allowance for Loan Losses: Ending balance 7,285 5,843 7,285 5,843 6,383
Allowance for Loan Losses: Ending balance: individually evaluated for impairment 857   857   790
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment 6,428   6,428   5,593
Loan Receivables: Ending balance 566,181   566,181   382,297
Loans Receivable: Ending balance: individually evaluated for impairment 4,100   4,100   4,540
Loans Receivable: Ending balance: collectively evaluated for impairment 562,081   562,081   377,757
Consumer [Member]          
Financing Receivable, Allowance for Credit Loss [Line Items]          
Allowance for Loan Losses: Beginning balance 2,497 2,146 2,552 2,013 2,013
Charge-offs (28) (69) (110) (184) (296)
Recoveries 14 12 70 93 120
Provisions (37) 183 (66) 350 715
Allowance for Loan Losses: Ending balance 2,446 2,272 2,446 2,272 2,552
Allowance for Loan Losses: Ending balance: individually evaluated for impairment 5   5   52
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment 2,441   2,441   2,500
Loan Receivables: Ending balance 252,208   252,208   214,796
Loans Receivable: Ending balance: individually evaluated for impairment 173   173   483
Loans Receivable: Ending balance: collectively evaluated for impairment 252,035   252,035   214,313
Residential Real Estate [Member]          
Financing Receivable, Allowance for Credit Loss [Line Items]          
Allowance for Loan Losses: Beginning balance 3,070 2,688 2,781 2,278 2,278
Charge-offs   (4) (43) (35) (35)
Recoveries       192 197
Provisions (57) 186 275 435 341
Allowance for Loan Losses: Ending balance 3,013 2,870 3,013 2,870 2,781
Allowance for Loan Losses: Ending balance: individually evaluated for impairment 89   89   151
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment 2,924   2,924   2,630
Loan Receivables: Ending balance 306,279   306,279   241,802
Loans Receivable: Ending balance: individually evaluated for impairment 694   694   727
Loans Receivable: Ending balance: collectively evaluated for impairment 305,585   305,585   241,075
Unallocated [Member]          
Financing Receivable, Allowance for Credit Loss [Line Items]          
Allowance for Loan Losses: Beginning balance 126 24 79 39 39
Provisions 290 27 337 12 40
Allowance for Loan Losses: Ending balance 416 $ 51 416 $ 51 79
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment $ 416   $ 416   $ 79
XML 57 R46.htm IDEA: XBRL DOCUMENT v3.21.2
Loans and Leases (Undiscounted Cash Flows to be Received on Annual Basis for Direct Finance Leases) (Details)
$ in Thousands
Sep. 30, 2021
USD ($)
Loans and Leases [Abstract]  
2021 $ 1,656
2022 7,136
2023 5,933
2024 7,725
2025 1,117
2026 and thereafter 94
Total future minimum lease payments receivable 23,661
Less: Unearned income (1,312)
Undiscounted cash flows to be received $ 22,349
XML 58 R47.htm IDEA: XBRL DOCUMENT v3.21.2
Earnings Per Share (Narrative) (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2021
shares
Sep. 30, 2020
shares
Sep. 30, 2021
ShareBasedCompensationPlan
shares
Sep. 30, 2020
shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Number of active share-based compensation plans | ShareBasedCompensationPlan     2  
Potentially dilutive common shares 38,861 28,619 40,723 27,072
Stock-Settled Stock Appreciation Rights (SSARs) [Member]        
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Potentially dilutive common shares 26,346 23,638 29,378 23,637
Restricted Stock [Member]        
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]        
Potentially dilutive common shares 12,515 4,981 11,345 3,435
XML 59 R48.htm IDEA: XBRL DOCUMENT v3.21.2
Earnings Per Share (Schedule of Earnings Per Share, Basic and Diluted) (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Basic EPS:        
Net income available to common shareholders $ 4,859 $ 4,977 $ 16,222 $ 7,862
Weighted-average common shares outstanding 5,643,897 4,977,750 5,212,500 4,454,762
Basic EPS $ 0.86 $ 1.00 $ 3.11 $ 1.76
Diluted EPS:        
Net income available to common shareholders $ 4,859 $ 4,977 $ 16,222 $ 7,862
Weighted-average common shares outstanding 5,643,897 4,977,750 5,212,500 4,454,762
Potentially dilutive common shares 38,861 28,619 40,723 27,072
Weighted-average common and potentially dilutive shares outstanding 5,682,758 5,006,369 5,253,223 4,481,834
Diluted EPS $ 0.85 $ 0.99 $ 3.09 $ 1.75
XML 60 R49.htm IDEA: XBRL DOCUMENT v3.21.2
Stock Plans (Narrative) (Details)
3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2021
USD ($)
shares
Jun. 30, 2020
Sep. 30, 2021
$ / shares
ShareBasedCompensationPlan
shares
Sep. 30, 2020
Dec. 31, 2020
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Number of active share-based compensation plans | ShareBasedCompensationPlan     2    
Common stock, no par value | $ / shares      
Stock-Settled Stock Appreciation Rights (SSARs) [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares granted        
Vesting period     3 years    
Options exercised 2,932   2,932   0
Options exercised, intrinsic value | $ $ 10,190        
Options exercised, realized tax deduction | $ 125,810        
Options exercised, tax benefit | $ $ 26,420        
2012 Stock Incentive Plans [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock incentive plan expiration date     Dec. 31, 2022    
Number of shares authorized     750,000    
Director Plan [Member] | Restricted Stock [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     3 years 3 years  
Long-Term Incentive Plan [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     3 years    
Long-Term Incentive Plan [Member] | Restricted Stock [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Holding period     2 years    
Long-Term Incentive Plan [Member] | Restricted Stock [Member] | Senior Officers and Managers [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Contractual term 1 year 1 year      
Long-Term Incentive Plan [Member] | Stock-Settled Stock Appreciation Rights (SSARs) [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Contractual term     10 years    
Employee Stock Purchase Plan [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Number of shares authorized     165,000    
Number of shares issued     89,642    
Award Date One [Member] | Omnibus Plan [Member] | Restricted Stock [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     3 years 3 years  
Award Date Three [Member] | Omnibus Plan [Member] | Restricted Stock [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     3 years    
Award Date Four [Member] | Omnibus Plan [Member] | Restricted Stock [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     3 years    
XML 61 R50.htm IDEA: XBRL DOCUMENT v3.21.2
Stock Plans (Summary of Weighted-Average Fair-Value and Vesting of Restricted Stock Grants) (Details) - Restricted Stock [Member] - $ / shares
9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares granted 26,614 18,311
Weighted-average grant date fair value $ 52.03 $ 55.00
Director Plan [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares granted 12,500 6,000
Weighted-average grant date fair value $ 52.00 $ 56.63
Vesting period 3 years 3 years
Director Plan [Member] | Share-based Compensation Award, Tranche One, Two and Three [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period, percentage per year 33.00% 33.00%
Award Date One [Member] | Omnibus Plan [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares granted 13,552 11,761
Weighted-average grant date fair value $ 52.00 $ 55.06
Vesting period 3 years 3 years
Award Date Two [Member] | Omnibus Plan [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares granted 50 50
Weighted-average grant date fair value $ 58.17 $ 57.62
Vesting period 1 year 1 year
Award Date Three [Member] | Omnibus Plan [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares granted 36 500
Weighted-average grant date fair value $ 58.17 $ 34.02
Vesting period 3 years  
Award Date Four [Member] | Omnibus Plan [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares granted 476  
Weighted-average grant date fair value $ 52.62  
Vesting period 3 years  
Award Date Four [Member] | Omnibus Plan [Member] | Share-based Compensation Award, Tranche One, Two and Three [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period, percentage per year 33.00%  
XML 62 R51.htm IDEA: XBRL DOCUMENT v3.21.2
Stock Plans (Schedule of Non-Vested Restricted Stock Units Activity) (Details) - Restricted Stock [Member] - $ / shares
9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Non-vested balance at December 31, 2020 30,077  
Granted 26,614  
Forfeited (439)  
Vested (13,209)  
Non-vested balance at September 30, 2021 43,043  
Weighted-average grant date fair value, Non-vested balance at December 31, 2020 $ 53.36  
Weighted-average grant date fair value, Granted 52.03 $ 55.00
Weighted-average grant date fair value, Forfeited 52.66  
Weighted-average grant date fair value, Vested 51.23  
Weighted-average grant date fair value, Non-vested balance at September 30, 2021 $ 53.20  
Director Plan [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Non-vested balance at December 31, 2020 9,402  
Granted 12,500  
Forfeited  
Vested (6,982)  
Non-vested balance at September 30, 2021 14,920  
Weighted-average grant date fair value, Granted $ 52.00 $ 56.63
Omnibus Plan [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Non-vested balance at December 31, 2020 20,675  
Granted 14,114  
Forfeited (439)  
Vested (6,227)  
Non-vested balance at September 30, 2021 28,123  
XML 63 R52.htm IDEA: XBRL DOCUMENT v3.21.2
Stock Plans (Schedule of SSARs Activity) (Details) - Stock-Settled Stock Appreciation Rights (SSARs) [Member] - $ / shares
3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2021
Sep. 30, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Outstanding December 31, 2020   97,264  
Granted    
Exercised (2,932) (2,932) 0
Forfeited    
Outstanding September 30, 2021   94,332 97,264
Weighted-average grant date fair value, Outstanding December 31,   $ 9.47  
Weighted-average grant date fair value - Exercised   3.48  
Weighted-average grant date fair value, Outstanding September 30, 2021   $ 9.66 $ 9.47
Weighted-average remaining contractual term (years), Outstanding   5 years 9 months 18 days 6 years 6 months
Vested and exercisable   90,639  
Vesting period   3 years  
Share-based Compensation Award, Tranche One, Two and Three [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period, percentage per year   33.00%  
XML 64 R53.htm IDEA: XBRL DOCUMENT v3.21.2
Stock Plans (Schedule of Compensation Cost for Share-Based Payment Arrangements, Allocation of Share-Based Compensation Costs by Plan) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Non-Vested Equity Awards [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 333 $ 257 $ 860 $ 944
Non-Vested Equity Awards [Member] | Director Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 170 66 339 367
Non-Vested Equity Awards [Member] | Omnibus Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 163 $ 191 477 550
Non-Vested Equity Awards [Member] | Employee Stock Purchase Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense     44 27
Restricted Stock And Stock-Settled Stock Appreciation Rights [Member] | Omnibus Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Accrued stock-based compensation expense $ (30)   $ (10) $ (93)
XML 65 R54.htm IDEA: XBRL DOCUMENT v3.21.2
Stock Plans (Schedule of Unrecognized Compensation Cost, Non-Vested Awards) (Details) - Stock-Based Compensation Plan [Member]
$ in Thousands
Sep. 30, 2021
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized stock-based compensation expense $ 1,525
Director Plan [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized stock-based compensation expense 581
Omnibus Plan [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized stock-based compensation expense $ 944
XML 66 R55.htm IDEA: XBRL DOCUMENT v3.21.2
Fair Value Measurements (Narrative) (Details)
9 Months Ended 12 Months Ended
Sep. 30, 2021
USD ($)
item
Dec. 31, 2020
USD ($)
item
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Transfers into (out of) Level 3 | $ $ 0 $ 0
Other Real Estate Owned [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Number of repossessed assets 0 0
Minimum [Member] | Impaired Loans [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Adjustment applied to arrive at fair value (23.24%) (27.04%)
Minimum [Member] | Other Real Estate Owned [Member] | Measurement Input, Discount Rate [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other real estate owned, measurement input (0.2488) (0.2147)
Maximum [Member] | Impaired Loans [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Adjustment applied to arrive at fair value (47.66%) (70.66%)
Maximum [Member] | Other Real Estate Owned [Member] | Measurement Input, Discount Rate [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other real estate owned, measurement input (0.7760) (0.7760)
Weighted Average [Member] | Impaired Loans [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Adjustment applied to arrive at fair value (40.75%) (44.49%)
Weighted Average [Member] | Other Real Estate Owned [Member] | Measurement Input, Discount Rate [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other real estate owned, measurement input (0.2597) (0.3130)
XML 67 R56.htm IDEA: XBRL DOCUMENT v3.21.2
Fair Value Measurements (Carrying Amount and Estimated Fair Value by Balance Sheet Grouping) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Available-for-sale debt securities $ 686,926 $ 392,420
Loans held-for-sale 48,227 30,858
Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 167,386 69,346
Available-for-sale debt securities 686,926 392,420
Restricted investment in bank stock 3,321 2,813
Loans and leases, net 1,373,237 1,105,450
Loans held-for-sale 47,159 29,786
Accrued interest receivable 7,178 5,712
Secured borrowings 16,885  
FHLB advances   5,000
Accrued interest payable 175 337
Carrying Amount [Member] | Deposits With No Stated Maturities [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Deposit liabilities 2,014,501 1,381,722
Carrying Amount [Member] | Time Deposits [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Deposit liabilities 148,949 127,783
Estimated Fair Value [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 167,386 69,346
Available-for-sale debt securities 686,926 392,420
Restricted investment in bank stock 3,321 2,813
Loans and leases, net 1,392,879 1,116,711
Loans held-for-sale 48,227 30,858
Accrued interest receivable 7,178 5,712
Secured borrowings 16,885  
FHLB advances   5,348
Accrued interest payable 175 337
Estimated Fair Value [Member] | Deposits With No Stated Maturities [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Deposit liabilities 2,014,501 1,381,722
Estimated Fair Value [Member] | Time Deposits [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Deposit liabilities 148,872 128,200
Quoted Prices In Active Markets (Level 1) [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 167,386 69,346
Significant Other Observable Inputs (Level 2) [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Available-for-sale debt securities 686,926 392,420
Restricted investment in bank stock 3,321 2,813
Loans held-for-sale 48,227 30,858
Accrued interest receivable 7,178 5,712
FHLB advances   5,348
Accrued interest payable 175 337
Significant Other Observable Inputs (Level 2) [Member] | Deposits With No Stated Maturities [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Deposit liabilities 2,014,501 1,381,722
Significant Other Observable Inputs (Level 2) [Member] | Time Deposits [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Deposit liabilities 148,872 128,200
Significant Other Unobservable Inputs (Level 3) [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Loans and leases, net 1,392,879 $ 1,116,711
Secured borrowings $ 16,885  
XML 68 R57.htm IDEA: XBRL DOCUMENT v3.21.2
Fair Value Measurements (Financial Instruments Measured at Fair Value on Recurring Basis) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale debt securities $ 686,926 $ 392,420
Agency - GSE [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale debt securities 111,515 45,447
Obligations of States and Political Subdivisions [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale debt securities 336,465 199,713
MBS - GSE Residential [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale debt securities 238,946 147,260
Significant Other Observable Inputs (Level 2) [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale debt securities 686,926 392,420
Significant Other Observable Inputs (Level 2) [Member] | Agency - GSE [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale debt securities 111,515 45,447
Significant Other Observable Inputs (Level 2) [Member] | Obligations of States and Political Subdivisions [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale debt securities 336,465 199,713
Significant Other Observable Inputs (Level 2) [Member] | MBS - GSE Residential [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale debt securities $ 238,946 $ 147,260
XML 69 R58.htm IDEA: XBRL DOCUMENT v3.21.2
Fair Value Measurements (Fair Value Measurements at Fair Value Segregated by Hierarchy Fair Value Levels) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure $ 3,291 $ 3,112
Impaired Loans [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 2,724 2,930
Other Real Estate Owned [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 567 182
Significant Other Unobservable Inputs (Level 3) [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 3,291 3,112
Significant Other Unobservable Inputs (Level 3) [Member] | Impaired Loans [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 2,724 2,930
Significant Other Unobservable Inputs (Level 3) [Member] | Other Real Estate Owned [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure $ 567 $ 182
XML 70 R59.htm IDEA: XBRL DOCUMENT v3.21.2
Acquisition (Narrative) (Details)
3 Months Ended 9 Months Ended
Jul. 01, 2021
USD ($)
item
$ / shares
shares
Dec. 31, 2021
USD ($)
Sep. 30, 2021
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2021
USD ($)
item
Sep. 30, 2020
USD ($)
Jun. 30, 2021
USD ($)
Dec. 31, 2020
USD ($)
Business Acquisition [Line Items]                
Goodwill     $ 19,628,000   $ 19,628,000     $ 7,053,000
Fair value premium     686,705,000   686,705,000     $ 381,088,000
Merger-related expenses     2,201,000 $ 221,000 $ 3,143,000 $ 2,439,000    
Landmark Bancorp, Inc. [Member]                
Business Acquisition [Line Items]                
Number of banks held | item 1              
Number of bank centers | item 5              
Fair value of assets acquired including goodwill $ 375,500,000              
Loans 298,900,000           $ 298,860,000  
Deposits 308,500,000              
Goodwill $ 12,575,000              
Exchange ratio | shares 0.272              
Shares issued | shares 647,990              
Purchase price assigned to Landmark common shares exchanged for FDBC common shares $ 35,056,259              
FDBC's share price for purposes of calculation | $ / shares $ 54.10              
Cash consideration (per share) | $ / shares $ 3.26              
Fair value, preliminary and subject to refinement, period 1 year              
Number of separate fair valuation methodology employed | item         3      
Loans receivable with gross amortized cost basis             309,800,000  
Interest rate fair value adjustment on pools of homogeneous loans             (1,855,000)  
Credit fair value discount             $ 7,915,000  
Number of branches where leases were assumed | item 2              
Cash portion of purchase price $ 7,767,586              
Number of sold participations acquired | item 19              
Merger-related expenses     $ 2,200,000   $ 3,100,000      
Core deposit intangibles, useful life         10 years      
Landmark Bancorp, Inc. [Member] | Forecast [Member]                
Business Acquisition [Line Items]                
Merger-related expenses   $ 600,000            
XML 71 R60.htm IDEA: XBRL DOCUMENT v3.21.2
Acquisition (Summary of Consideration Paid) (Details) - USD ($)
Jul. 01, 2021
Sep. 30, 2021
Dec. 31, 2020
Business Acquisition [Line Items]      
Goodwill Recorded in Acquisition   $ 19,628,000 $ 7,053,000
Landmark Bancorp, Inc. [Member]      
Business Acquisition [Line Items]      
Landmark shares settled for stock 2,382,695    
Exchange ratio 0.272    
Total FDBC shares issued 647,990    
Value assigned to FDBC common share (06/30/2021 closing price) $ 54.10    
Purchase price assigned to Landmark common shares exchanged for FDBC common shares $ 35,056,259    
Cash consideration (per Landmark share) $ 3.26    
Cash portion of purchase price $ 7,767,586    
Cash portion of purchase price (cash paid fractional shares) 5,559    
Cash paid for outstanding Landmark stock options 69,250    
Total consideration paid 42,898,654    
Total Purchase Price 42,899,000    
Cash and cash equivalents 4,090,000    
Investment securities 49,430,000    
Loans 298,860,000    
Restricted investments in bank stock 1,186,000    
Premises and equipment 3,405,000    
Lease property under finance leases 1,188,000    
Core deposit intangible asset 597,000    
Other real estate owned 488,000    
Other assets 11,629,000    
Total assets acquired 370,873,000    
Non-interest bearing deposits 100,472,000    
Interest bearing deposits 208,057,000    
Short-term borrowings 2,224,000    
FHLB borrowings 4,602,000    
Secured borrowings 20,619,000    
Finance lease obligations 1,188,000    
Other liabilities 3,387,000    
Total liabilities assumed 340,549,000    
Net Assets Acquired 30,324,000    
Goodwill Recorded in Acquisition $ 12,575,000    
XML 72 R61.htm IDEA: XBRL DOCUMENT v3.21.2
Acquisition (Summary of Fair Value Adjustments of Loans Acquired) (Details) - Landmark Bancorp, Inc. [Member] - USD ($)
$ in Thousands
Jul. 01, 2021
Jun. 30, 2021
Business Acquisition [Line Items]    
Gross amortized cost basis at June 30, 2021   $ 309,767
Interest rate fair value adjustment on pools of homogeneous loans   (1,855)
Credit fair value adjustment on pools of homogeneous loans   (7,915)
Credit fair value adjustment on purchased credit impaired loans   (1,137)
Fair value of acquired loans at June 30, 2021 $ 298,900 $ 298,860
XML 73 R62.htm IDEA: XBRL DOCUMENT v3.21.2
Acquisition (Summary of Credit Adjustment on Acquired Impaired Loans) (Details) - Landmark Bancorp, Inc. [Member]
Jul. 01, 2021
USD ($)
Business Acquisition [Line Items]  
Contractual principal and interest at acquisition $ 5,306,000
Non-accretable difference (1,691,000)
Expected cash flows at acquisition 3,615,000
Accretable yield (588,000)
Fair value of purchased impaired loans $ 3,027,000
XML 74 R63.htm IDEA: XBRL DOCUMENT v3.21.2
Acquisition (Summary of Supplemental Pro Forma Financial Information) (Details) - Landmark Bancorp, Inc. [Member] - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Business Acquisition [Line Items]        
Net interest income $ 17,174 $ 15,902 $ 51,174 $ 40,920
Other income 4,009 4,619 14,774 10,876
Total net interest income and other income 21,183 20,521 65,948 51,796
Net income $ 6,598 $ 5,839 $ 21,446 $ 12,170
Basic earnings per common share $ 1.17 $ 1.04 $ 3.80 $ 2.39
Diluted earnings per common share $ 1.16 $ 1.03 $ 3.77 $ 2.37
XML 75 R64.htm IDEA: XBRL DOCUMENT v3.21.2
Employee Benefits (Narrative) (Details)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2021
USD ($)
employee
Dec. 31, 2020
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2021
USD ($)
employee
Sep. 30, 2020
USD ($)
Dec. 31, 2020
USD ($)
Jan. 31, 2021
employee
Mar. 31, 2019
employee
Mar. 20, 2019
employee
Dec. 31, 2017
employee
Mar. 29, 2017
employee
Defined Benefit Plan Disclosure [Line Items]                      
BOLI added   $ 11,000   $ 7,200   $ 9,300          
Cash surrender value of bank owned life insurance $ 52,417 44,285   52,417   44,285          
Earnings on bank-owned life insurance 326   $ 216 899 $ 577 577          
Number of officers with split dollar life insurance arrangement | employee             15 1   11  
Split dollar life insurance arrangement, death benefit 52,400     52,400              
Split dollar life insurance arrangement, death benefit to be paid to insured's beneficiary 4,400     4,400              
Split dollar life insurance arrangement, death benefit to be paid to Company $ 48,000     $ 48,000              
Number of officers with opportunity to retain benefit equal to two times highest base salary after separation | employee 4     4              
Split dollar life insurance arrangement, accrued expense $ 188 154   $ 188   154          
Number of officers who entered into supplemental executive retirement agreement | employee                 1   5
Defined contribution plan, accrued expense 3,400 $ 2,000   3,400   $ 2,000          
Landmark Bancorp, Inc. [Member]                      
Defined Benefit Plan Disclosure [Line Items]                      
Defined contribution plan, accrued expense $ 1,000     $ 1,000              
XML 76 R65.htm IDEA: XBRL DOCUMENT v3.21.2
Revenue Recognition (Narrative) (Details) - USD ($)
Sep. 30, 2021
Dec. 31, 2020
Revenue Recognition [Abstract]    
Contract balance $ 0 $ 0
XML 77 R66.htm IDEA: XBRL DOCUMENT v3.21.2
Leases (Narrative) (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2021
USD ($)
item
Sep. 30, 2020
USD ($)
Leases [Line Items]    
Number of properties leased under operating lease 11  
Total lease cost | $ $ 600 $ 469
Premise and Equipment [Member]    
Leases [Line Items]    
Total lease cost | $ 547  
Other Expense [Member]    
Leases [Line Items]    
Total lease cost | $ $ 26  
Land [Member]    
Leases [Line Items]    
Number of properties leased under operating lease 4  
Standalone ATM [Member]    
Leases [Line Items]    
Number of properties leased under operating lease 3  
Property [Member]    
Leases [Line Items]    
Number of leases classified as finance lease 1  
Equipment [Member]    
Leases [Line Items]    
Number of leases classified as finance lease 4  
XML 78 R67.htm IDEA: XBRL DOCUMENT v3.21.2
Leases (Analysis of Leased Property under Finance Leases) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Leases [Abstract]    
Proprety and equipment $ 1,673 $ 485
Less accumulated depreciation and amortization (308) (202)
Leased property under finance leases, net $ 1,365 $ 283
XML 79 R68.htm IDEA: XBRL DOCUMENT v3.21.2
Leases (Schedule of Future Minimum Lease Payments under Finance Leases) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Leases [Abstract]    
2021 $ 62  
2022 247  
2023 220  
2024 164  
2025 158  
2026 and thereafter 613  
Total minimum lease payments 1,464  
Less amount representing interest (89)  
Present value of net minimum lease payments $ 1,375 $ 291
XML 80 R69.htm IDEA: XBRL DOCUMENT v3.21.2
Leases (Schedule of Lease Costs and Other Information) (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Leases [Abstract]    
Amortization of right-of-use assets $ 105 $ 61
Interest on lease liabilities 10 6
Operating lease cost 452 392
Short-term lease cost 30 14
Variable lease cost 3 (4)
Total lease cost 600 469
Operating cash flows from finance leases 10 6
Operating cash flows from operating leases (Fixed payments) 413 370
Operating cash flows from operating leases (Liability reduction) 224 175
Financing cash flows from finance leases 103 60
Right-of-use assets obtained in exchange for new finance lease liabilities 1,188 88
Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,644 $ 1,338
Weighted-average remaining lease term - finance leases 7 years 4 months 20 days 3 years 4 months 9 days
Weighted average remaining lease term - operating leases 19 years 8 months 12 days 21 years 5 months 19 days
Weighted-average discount rate - finance leases 1.81% 2.53%
Weighted-average discount rate - operating leases 3.41% 3.56%
XML 81 R70.htm IDEA: XBRL DOCUMENT v3.21.2
Leases (Schedule of Future Minimum Lease Payments under Operating Leases) (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Leases [Abstract]    
2021 $ 157  
2022 619  
2023 606  
2024 602  
2025 610  
2026 and thereafter 9,192  
Total future minimum lease payments 11,786  
Plus variable payment adjustment 328  
Less amount representing interest (3,549)  
Present value of net future minimum lease payments $ 8,565 $ 7,644
XML 82 R71.htm IDEA: XBRL DOCUMENT v3.21.2
Leases (Schedule of Undiscounted Cash Flows to be Received) (Details)
$ in Thousands
Sep. 30, 2021
USD ($)
Leases [Abstract]  
2021 $ 50
2022 104
2023 48
2024 51
2025 54
2026 and thereafter 81
Total lease payments to be received $ 388
XML 83 R72.htm IDEA: XBRL DOCUMENT v3.21.2
Leases (Schedule of Lease Income) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Leases [Abstract]        
Lease income - direct finance leases: Interest income on lease receivables $ 201 $ 181 $ 596 $ 526
Lease income - operating leases 60 60 188 171
Total lease income $ 261 $ 241 $ 784 $ 697
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