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Table Of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

OR

o

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.

COMMONWEALTH OF PENNSYLVANIA I.R.S. EMPLOYER IDENTIFICATION NO: 23-3017653

BLAKELY AND DRINKER STREETS

DUNMORE, PENNSYLVANIA 18512

TELEPHONE NUMBER (570) 342-8281

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, without par value

FDBC

The NASDAQ Stock Market, LLC

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No x

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition 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. o

Indicate by check mark whether the registrant has filed a report on the attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

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

The aggregate market value of the voting common stock held by non-affiliates of the registrant was $216.2 million as of June 30, 2021, based on the closing price of $54.10. The number of shares of common stock outstanding as of February 28, 2022, was 5,659,018.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement to be used in connection with the 2022 Annual Meeting of Shareholders are incorporated herein by reference in partial response to Part III.

Fidelity D & D Bancorp, Inc.
‎2021 Annual Report on Form 10-K
‎Table of Contents

Part I.

Item 1.

Business

3

Item 1A.

Risk Factors

6

Item 1B.

Unresolved Staff Comments

16

Item 2.

Properties

16

Item 3.

Legal Proceedings

16

Item 4.

Mine Safety Disclosures

16

Part II.

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

17

Item 6.

[Reserved]

18

Item 7.

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

18

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

56

Item 8.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)

57

Item 8.

Financial Statements and Supplementary Data

59

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

106

Item 9A.

Controls and Procedures

106

Item 9B.

Other Information

106

Item 9C.

Disclosure Relating to Foreign Jurisdictions that Prevent Inspections

106

Part III.

Item 10.

Directors, Executive Officers and Corporate Governance

107

Item 11.

Executive Compensation

107

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

107

Item 13.

Certain Relationships and Related Transactions, and Director Independence

107

Item 14.

Principal Accountant Fees and Services

107

Part IV.

Item 15.

Exhibits and Financial Statement Schedules

108

Item 16.

Form 10-K Summary

110

Signatures

111


‎

FIDELITY D & D BANCORP, INC.

PART I

Forward-Looking Statements

Certain of the matters discussed in this Annual Report on Form 10-K 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 any other pandemic, epidemic or other health-related crisis 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;

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 laws and regulations concerning taxes, banking, securities and insurance and their application with which the Company and its subsidiaries must comply;

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, continually evolving cybersecurity 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;

inflation, securities markets and monetary fluctuations and volatility;

the short-term and long-term effects of inflation, and rising costs to the Company, its customers and on the economy;

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 this document and other documents that we file or furnish, from time- to-time, with the Securities and Exchange Commission, including quarterly reports filed on Form 10-Q and any current reports filed or furnished on Form 8-K.

ITEM 1: BUSINESS

Fidelity D & D Bancorp, Inc. (the Company) was incorporated in the Commonwealth of Pennsylvania, on August 10, 1999, and is a bank holding company, whose wholly-owned state chartered commercial bank subsidiary is The Fidelity Deposit and Discount Bank (the Bank) (collectively, the Company). The Company is headquartered at Blakely and Drinker Streets in Dunmore, Pennsylvania.

The Bank has offered a full range of traditional banking services since it commenced operations in 1903. The Bank has a personal and corporate trust department and also provides alternative financial and insurance products with asset management services. A full list of services provided by the Bank is detailed in the section entitled “Products and Services” contained within the 2021 Annual Report to Shareholders, incorporated by reference. The service area is comprised of the Borough of Dunmore and the surrounding communities within Lackawanna and Luzerne counties in Northeastern Pennsylvania and Northampton County in Eastern Pennsylvania. In 2021, the Company had 12.95% of Lackawanna County’s total deposit market share ranking 2nd in total deposits, 6.94% of Luzerne County’s total deposit market share ranking 6th in total deposits and 6.49% of Northampton County’s total deposit market share ranking 6th in total deposits.

On July 1, 2021, the Company completed its acquisition of Landmark Bancorp, Inc. (“Landmark”) of Pittston, Pennsylvania. Landmark was the holding company of Landmark Community Bank (“Landmark Bank”) which operated 5 retail community banking offices in Northeastern Pennsylvania.

On May 1, 2020, the Company completed its acquisition of MNB Corporation (“MNB”) of Bangor, Pennsylvania. MNB was the holding company Merchants Bank of Bangor (“Merchants Bank”) which operated nine bank centers located in Northampton County, Pennsylvania.

The banking business is highly competitive, and the success and profitability of the Company depends principally on its ability to compete in its market area. Competition includes, among other sources: local community banks; savings banks; regional banks; national banks; credit unions; savings & loans; insurance companies; money market funds; mutual funds; small loan companies and other financial services companies. The Company has been able to compete effectively with other financial institutions by emphasizing customer service enhanced by local decision making. These efforts enable the Company to establish long-term customer relationships and build customer loyalty by providing products and services designed to address their specific needs.

The banking industry is affected by general economic conditions including the effects of inflation, recession, unemployment, real estate values, trends in national and global economies and other factors beyond the Company’s control. The Company’s success is dependent, to a significant degree, on economic conditions in Northeastern Pennsylvania, especially within Lackawanna and Luzerne counties and Eastern Pennsylvania, especially Northampton County which the Company defines as its primary market areas. An economic recession or a delayed economic recovery over a prolonged period of time in the Company’s market could cause an increase in the level of the Company’s non-performing assets and loan losses, and thereby cause operating losses, impairment of liquidity and erosion of capital. There are no concentrations of loans or customers that, if lost, would have a material adverse effect on the continued business of the Company. There is no material concentration within a single industry or a group of related industries that is vulnerable to the risk of a near-term severe impact.

The Company’s profitability is significantly affected by general economic and competitive conditions, changes in market interest rates, government policies and actions of regulatory authorities. The Company’s loan portfolio is comprised principally of residential real estate, consumer, commercial and commercial real estate loans. The properties underlying the Company’s mortgages are concentrated in Northeastern and Eastern Pennsylvania. Credit risk, which represents the possibility of the Company not recovering amounts due from its borrowers, is significantly related to local economic conditions in the areas where the properties are located as well as the Company’s underwriting standards. Economic conditions affect the market value of the underlying collateral as well as the levels of adequate cash flow and revenue generation from income-producing commercial properties.

During 2021, the national economy started to recover from the effects of the COVID-19 pandemic with the unemployment rate falling to 3.9% compared to 6.7% at the end of 2020. The unemployment rates in the Company’s local statistical markets, Scranton-Wilkes-Barre-Hazleton and Allentown-Bethlehem-Easton, dropped to 4.8% and 4.0%, respectively, from 8.0% and 6.6%, respectively, at the end of 2020. The local economy has been volatile in recent years and generally lags the national market trends. The Company’s credit function strives to mitigate the negative impact of economic conditions by maintaining strict underwriting principles for commercial and consumer lending and ensuring that home mortgage underwriting adheres to the standards of secondary market makers. As it has in the past, the Company continued to pursue property foreclosure, wherever possible, to lessen the negative impact of foreclosed property ownership. However, during 2020 and 2021, the Company respected the foreclosure and eviction moratoriums for all loans similar to those outlined in the CARES Act for Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) loans. Also, the pandemic forced the closure of courthouses which delayed the Company’s ability to affect foreclosures for those borrowers where CARES Act moratoriums would not reasonably apply. Refer to Item 1A, “Risk Factors” for material risks and uncertainties that management believes affect the Company.

Federal and state banking laws contain numerous provisions that affect various aspects of the business and operations of the Company and the Bank. The Company is subject to, among others, the regulations of the Securities and Exchange Commission (the SEC) and the Federal Reserve Board (the FRB) and the Bank is subject to, among others, the regulations of the Pennsylvania Department of Banking and Securities, the Federal Deposit Insurance Corporation (the FDIC) and the rules promulgated by the Consumer Financial Protection Bureau (the CFPB) but continues to be examined and supervised by federal banking regulators for consumer compliance purposes. Refer to Part II, Item 7 “Supervision and Regulation” for

descriptions of and references to applicable statutes and regulations which are not intended to be complete descriptions of these provisions or their effects on the Company or the Bank. They are summaries only and are qualified in their entirety by reference to such statutes and regulations. Applicable regulations relate to, among other things:

• operations

• consolidation

• disclosure

• securities

• reserves

• community reinvestment

• risk management

• dividends

• mergers

• consumer compliance

• branches

• capital adequacy

The Bank is examined periodically by the Pennsylvania Department of Banking and Securities and the FDIC.

The Company’s website address is http://www.bankatfidelity.com. The Company makes available free of charge on or through this website the annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports as soon as reasonably practical after filing with the SEC. This reference to the Company’s website shall not, under any circumstances, be deemed to incorporate the information available at such Internet address into this Form 10-K or other SEC filings. The information available at the Company’s website is not part of this Form 10-K or any other report filed by the Company with the SEC. The SEC also maintains an internet site that contains reports, proxy and information statements and other information about the Company at http://www.sec.gov.

The Company’s accounting policies and procedures are designed to comply with accounting principles generally accepted in the United States of America (GAAP). Refer to “Critical Accounting Policies,” which are incorporated by reference in Part II, Item 7.

Human Capital

Mission and Core Values

Mission: We are Fidelity Bank. We are passionate about success and committed to building strong relationships through exceptional experiences. We will be the Best Bank for our Bankers to work, our Clients to bank, our Shareholders to invest and for our Community to prosper. Our bankers are our first stakeholder by design as their actions, knowledge and focus on the client experience drive our success. We continuously invest in our bankers by offering a competitive compensation, a strong benefit package for themselves and their families, opportunity to invest in the Company through stock ownership, continuous learning, career development and programs to engage and enhance the work experience.

Fidelity Bankers have a voice in the Company and are called upon to provide opinions and ideas through dialogue programs, Service Quality Surveys and the annual Climate Survey. Collectively, they have assisted in the development of the Core Values:

Relationships

Integrity

Commitment

Passion

Innovation

Success

Culturally, the Fidelity Model Experience provides a strategic vision to build a performance based corporation. It guides all bankers on solidifying internal and external relationships and becoming the Trusted Financial Advisor for our clients.

Demographics

As of December 31, 2021, the Company employed 319 bankers within our network located in Northeast and Lehigh Valley, Pennsylvania. The Company employed 28 part-time bankers and 291 full-time bankers. Employment levels are aligned with the needs of the business.

Health and Wellness - Supporting Bankers during the COVID-19 Pandemic.

In response to the pandemic, the Company took substantial steps to protect and to provide for the safety of the workforce. An immediate shift was made to provide support bankers with the tools to work from home. Safety protocols were put into place in all offices – bankers on-site were required to wear masks, handwashing protocols were established, social distancing measures were implemented including instruction for all bankers and signage for client entry into offices. Enhanced cleaning protocols were implemented in accordance with CDC guidelines. Protective barriers were installed in all areas of client interaction. The Company continues these mitigating practices and modifies as needed.

The Company adhered to the guidelines of the Families First Coronavirus Response Act (FFCRA) ensuring bankers were paid while encountering the effects of COVID-19 isolations, quarantines and child care needs. Where applicable, bankers were compensated above the requirements of the Act for needed time off. Additionally, special compensation practices were put into place including a Front Line Heroes Bonus to reward retail branch bankers that face clients daily. Incentive payouts were enhanced because of the bankers’ inability to cultivate face-to-face branch sales opportunities and earn rewards. To

help promulgate the health and wellness of our bankers, special well-being programs and initiatives were instituted. Bankers are granted additional time off for COVID-19 vaccine administration.

Diversity and Inclusion

We are committed to promoting a diverse and inclusive workforce and value the strength it brings to our organization. Our hiring practices include outreach to organizations representing groups of color and ethnicity, veteran status, disabled persons and women. Recruitment sources are varied to reach a broad audience. Our practices have resulted in a continuously increased diverse representation and an enhanced ability to provide for the diverse needs of the communities we serve. The Affirmative Action Plan monitors our success in creating equal employment opportunities for our bankers and our applicants and guides us in hiring practices.

Training and Development

The investment into the continuous improvement of all of our bankers is evident in the bank’s commitment of training dollars and resources. Key Performance Indicators (KPIs), tracked quarterly, outline training goals bank-wide and training dollars spent. The Company has a devoted training team and all bankers are offered and encouraged to participate in continuous training initiatives. Innovative programs, including Fidelity Bank University, are offered to educate bankers at all levels.

The bank monitors other Human Capital KPIs tracking banker activities; KPIs include and are not limited to community service and participation goals, turnover, new hire retention and climate survey scores. Results are monitored against goals.

We believe the banker engagement is a tenet of our success. Our practice of giving each banker a voice, providing fair compensation and opportunity for stock ownership, recognizing exceptional service, providing a quality benefit and retirement package, promoting career development opportunities and delivering strong programs and processes creates a strong and engaged workforce. The programs assist in aligning the interests of the bankers with those of the shareholders and they provide further incentive to bankers to enhance the financial results of the Company.

ITEM 1A: RISK FACTORS

An investment in the Company’s common stock is subject to risks inherent to the Company’s business. The material risks and uncertainties that management believes affect the Company are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company’s business operations. This report is qualified in its entirety by these risk factors.

If any of the following risks actually occur, the Company’s financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the Company’s common stock could decline significantly, and you could lose all or part of your investment.

Risks Related to the Company’s Business

The short-term and long-term effects of inflation and rising costs may adversely affect the Company’s financial performance.

Inflation, both in the short-term and/or in the long-term, may adversely affect the Company’s business in that it may increase our overall costs even if it does not adversely affect every aspect of our business evenly. The Company employs various strategies to manage its costs but there is no assurance that these strategies will be successful in containing costs as higher rates of inflation may result in increased costs for goods and services, including employee salaries and benefits, which may adversely affect the Company’s results of operation and financial performance. Inflation may also increase the cost of doing business for the Company’s borrowers thereby affecting the creditworthiness of current or prospective customers.

The Company’s business is subject to interest rate risk and variations in interest rates may negatively affect its financial performance.

Changes in the interest rate environment may reduce profits. The Company’s earnings and cash flows are largely dependent upon its net interest income. Net interest income is the difference between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. As prevailing interest rates change, net interest spreads are affected by the difference between the maturities and re-pricing characteristics of interest-earning assets and interest-bearing liabilities. In addition, loan volume and yields are affected by market interest rates on loans, and rising interest rates generally are associated with a lower volume of loan originations. An increase in the general level of interest rates may also adversely affect the ability of certain borrowers to pay the interest on and principal of their obligations. Accordingly, changes in levels of market interest rates could materially adversely affect the Company’s net interest spread, asset quality, loan origination volume and overall profitability.

The Company is subject to lending risk.

There are inherent risks associated with the Company’s lending activities. These risks include, among other things, the impact of changes in interest rates and changes in the economic conditions in the markets where the Company operates as

well as those across the Commonwealth of Pennsylvania and the United States. Increases in interest rates and/or weakening economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans. The Company is also subject to various laws and regulations that affect its lending activities. Failure to comply with applicable laws and regulations could subject the Company to regulatory enforcement action that could result in the assessment of significant civil money penalties against the Company.

Commercial, commercial real estate and real estate construction loans are generally viewed as having more risk of default than residential real estate loans or consumer loans. These types of loans are also typically larger than residential real estate loans and consumer loans. Because these loans generally have larger balances than residential real estate loans and consumer loans, the deterioration of one or a few of these loans could cause a significant increase in non-performing loans. An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for possible loan losses and an increase in loan charge-offs, all of which could have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s allowance for possible loan losses may be insufficient.

The Company maintains an allowance for possible loan losses, which is a reserve established through a provision for possible loan losses charged to expense, that represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for possible loan losses inherently involves a high degree of subjectivity and requires the Company to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Company’s control, may require an increase in the allowance for possible loan losses. In addition, bank regulatory agencies periodically review the Company’s allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. Further, if charge-offs in future periods exceed the allowance for possible loan losses, the Company will need additional provisions to increase the allowance for possible loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and capital and may have a material adverse effect on the Company’s financial condition and results of operations.

The FASB has recently issued an accounting standard update that will result in a significant change in how we recognize credit losses and may have a material impact on our financial condition or results of operations.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update (“ASU”) entitled “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the Current Expected Credit Loss (“CECL”) model. Under the CECL model, banks will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under current generally accepted accounting principles (“GAAP”), which delays recognition until it is probable a loss has been incurred.

Until recently, the new CECL standard was expected to become effective for the Company on January 1, 2020, and for interim periods within that year. In November 2019, FASB agreed to delay implementation of the new CECL standard for certain companies, including those companies that qualify as a smaller reporting company under SEC rules, until January 1, 2023. The Company currently expects to continue to qualify as a smaller reporting company, based upon the current SEC definition, and as a result will likely be able to defer implementation of the new CECL standard for a period of time. Nevertheless, the Company continues to evaluate the impact the CECL model will have on the accounting for credit losses, but the Company expects to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. The Company cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on its business, financial condition, and results of operations. Accordingly, it is possible the new standard may require an increase in the allowance for credit losses for the estimated life of the financial asset, including an allowance for debt securities. The amount of the change in the allowance for credit losses, if any, resulting from the new guidance will be impacted by the portfolio composition and asset quality at the adoption date, as well as economic conditions and forecasts at the time of adoption. Moreover, the CECL model may create more volatility in the level of the allowance for loan losses. If the Company is required to materially increase the level of its allowance for loan losses for any reason, such increase could adversely affect its business, financial condition and results of operations.


‎

If we conclude that the decline in value of any of our investment securities is other-than-temporary, we will be required to write down the credit-related portion of the impairment of that security through a charge to earnings.

We review our investment securities portfolio at each quarter-end reporting period to determine whether the fair value is below the current carrying value. When the fair value of any of our investment securities has declined below its carrying value, we are required to assess whether the decline is other-than-temporary. If we conclude that the decline is other-than-temporary, we will be required to write down the credit-related portion of the impairment of that security through a charge to earnings.

The Basel III capital requirements may require us to maintain higher levels of capital, which could reduce our profitability.

Basel III targets higher levels of base capital, certain capital buffers and a migration toward common equity as the key source of regulatory capital. Although the new capital requirements are phased in over the next decade and may change substantially before final implementation, Basel III signals a growing effort by domestic and international bank regulatory agencies to require financial institutions, including depository institutions, to maintain higher levels of capital. The direction of the Basel III implementation activities or other regulatory viewpoints could require additional capital to support our business risk profile prior to final implementation of the Basel III standards. If the Company and the Bank are required to maintain higher levels of capital, the Company and the Bank may have fewer opportunities to invest capital into interest-earning assets, which could limit the profitable business operations available to the Company and the Bank and adversely impact our financial condition and results of operations.

The Company may need or be compelled to raise additional capital in the future, but that capital may not be available when it is needed and on terms favorable to current shareholders.

Federal banking regulators require the Company and Bank to maintain adequate levels of capital to support their operations. These capital levels are determined and dictated by law, regulation and banking regulatory agencies. In addition, capital levels are also determined by the Company’s management and board of directors based on capital levels that they believe are necessary to support the Company’s business operations. The Company is evaluating its present and future capital requirements and needs, is developing a comprehensive capital plan and is analyzing capital raising alternatives, methods and options. Even if the Company succeeds in meeting the current regulatory capital requirements, the Company may need to raise additional capital in the near future to support possible loan losses during future periods or to meet future regulatory capital requirements.

Further, the Company’s regulators may require it to increase its capital levels. If the Company raises capital through the issuance of additional shares of its common stock or other securities, it may dilute the ownership interests of current investors and may dilute the per-share book value and earnings per share of its common stock. Furthermore, it may have an adverse impact on the Company’s stock price. New investors may also have rights, preferences and privileges senior to the Company’s current shareholders, which may adversely impact its current shareholders. The Company’s ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside its control, and on its financial performance. Accordingly, the Company cannot assure you of its ability to raise additional capital on terms and time frames acceptable to it or to raise additional capital at all. If the Company cannot raise additional capital in sufficient amounts when needed, its ability to comply with regulatory capital requirements could be materially impaired. Additionally, the inability to raise capital in sufficient amounts may adversely affect the Company’s operations, financial condition and results of operations.

The Company is subject to environmental liability risk associated with lending activities.

A significant portion of the Company’s loan portfolio is secured by real property. During the ordinary course of business, the Company may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Company may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Company to incur substantial expense and may materially reduce the affected property’s value or limit the Company’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Company’s exposure to environmental liability. Although the Company has policies and procedures to perform an environmental review before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s profitability depends significantly on economic conditions in the Commonwealth of Pennsylvania and the local region in which it conducts business.

The Company’s success depends primarily on the general economic conditions of the Commonwealth of Pennsylvania and the specific local markets in which the Company operates. Unlike larger national or other regional banks that are more geographically diversified, the Company provides banking and financial services to customers primarily in Lackawanna and Luzerne Counties in Northeastern Pennsylvania and Northampton County in Eastern Pennsylvania. The local economic conditions in these areas have a significant impact on the demand for the Company’s products and services as well as the

ability of the Company’s customers to repay loans, the value of the collateral securing loans and the stability of the Company’s deposit funding sources. A significant decline in general economic conditions caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic occurrences, unemployment, changes in securities markets or other factors could impact these local economic conditions and, in turn, have a material adverse effect on the Company’s financial condition and results of operations.

There is no assurance that the Company will be able to successfully compete with others for business.

The Company competes for loans, deposits and investment dollars with numerous regional and national banks and other community banking institutions, as well as other kinds of financial institutions and enterprises, such as securities firms, insurance companies, savings associations, credit unions, mortgage brokers and private lenders. Many competitors have substantially greater resources than the Company does, and operate under less stringent regulatory environments. The differences in resources and regulations may make it more difficult for the Company to compete profitably, reduce the rates that it can earn on loans and on its investments, increase the rates it must offer on deposits and other funds, and adversely affect its overall financial condition and earnings.

The Company is subject to extensive government regulation and supervision.

The Company, primarily through the Bank, is subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect the Company’s lending practices, capital structure, investment practices, dividend policy and growth, among other things. Federal or commonwealth regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Company in substantial and unpredictable ways. Such changes could subject the Company to additional costs, limit the types of financial services and products the Company may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on the Company’s business, financial condition and results of operations. While the Company has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur.

The Company’s controls and procedures may fail or be circumvented.

Management regularly reviews and updates the Company’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the Company’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company’s business, results of operations and financial condition.

New lines of business or new products and services may subject the Company to additional risks.

From time-to-time, the Company may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services the Company may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of the Company’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company’s future acquisitions could dilute your ownership and may cause it to become more susceptible to adverse economic events.

The Company may use its common stock to acquire other companies or make investments in banks and other complementary businesses in the future. The Company may issue additional shares of common stock to pay for future acquisitions, which would dilute your ownership interest in the Company. Future business acquisitions could be material to the Company, and the degree of success achieved in acquiring and integrating these businesses into the Company could have a material effect on the value of the Company’s common stock. In addition, any acquisition could require it to use substantial cash or other liquid assets or to incur debt. In those events, it could become more susceptible to economic downturns and competitive pressures.

The Company may not be able to attract and retain skilled people.

The Company’s success depends, in large part, on its ability to attract and retain key people. Competition for the best people in most activities engaged in by the Company can be intense and the Company may not be able to hire people or to retain

them. The unexpected loss of services of one or more of the Company’s key personnel could have a material adverse impact on the Company’s business because of their skills, knowledge of the Company’s market, years of industry experience and the difficulty of promptly finding qualified replacement personnel.

The Company’s information systems may experience an interruption or breach in security.

The Company relies heavily on communications and information systems to conduct its business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in the Company’s customer relationship management, general ledger, deposit, loan and other systems. The Company has policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of its information systems, however there can be no assurance that any such failures, interruptions or security breaches will not occur. The occurrence of any failures, interruptions or security breaches of the Company’s information systems could damage the Company’s reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose the Company to civil litigation and possible financial liability, any of which could have a material adverse effect on the Company’s financial condition and results of operations.

The Company continually encounters technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. The Company’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of the Company’s competitors have substantially greater resources to invest in technological improvements. The Company may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Company’s business and, in turn, the Company’s financial condition and results of operations.

The operations of our business, including our interaction with customers, are increasingly done via electronic means, and this has increased our risks related to cyber security.

We are exposed to the risk of cyber-attacks in the normal course of business. In general, cyber incidents can result from deliberate attacks or unintentional events. We have observed an increased level of attention in the industry focused on cyber-attacks that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. To combat against these attacks, policies and procedures are in place to prevent or limit the effect of the possible security breach of our information systems and we have insurance against some cyber-risks and attacks. While we have not incurred any material losses related to cyber-attacks, nor are we aware of any specific or threatened cyber-incidents as of the date of this report, we may incur substantial costs and suffer other negative consequences if we fall victim to successful cyber-attacks.  Such negative consequences could include remediation costs that may include liability for stolen assets or information and repairing system damage that may have been caused; deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants; lost revenues resulting from unauthorized use of proprietary information or the failure to retain or attract customers following an attack; litigation; and reputational damage adversely affecting customer or investor confidence.

The Company is subject to claims and litigation pertaining to fiduciary responsibility.

From time-to-time, customers make claims and take legal action pertaining to the Company’s performance of its fiduciary responsibilities. Whether customer claims and legal action related to the Company’s performance of its fiduciary responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to the Company, they may result in significant financial liability and/or adversely affect the market perception of the Company and its products and services as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on the Company’s business, which, in turn, could have a material adverse effect on the Company’s financial condition and results of operations.

Pennsylvania Business Corporation Law and various anti-takeover provisions under our articles and bylaws could impede the takeover of the Company.

Various Pennsylvania laws affecting business corporations may have the effect of discouraging offers to acquire the Company, even if the acquisition would be advantageous to shareholders. In addition, we have various anti-takeover measures in place under our articles of incorporation and bylaws, including a supermajority vote requirement for mergers, a staggered board of directors, and the absence of cumulative voting. Any one or more of these measures may impede the takeover of the Company without the approval of our board of directors and may prevent our shareholders from taking part in a transaction in which they could realize a premium over the current market price of our common stock.


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The Company is a holding company and relies on dividends from its banking subsidiary for substantially all of its revenue and its ability to make dividends, distributions, and other payments.

As a bank holding company, the Company’s ability to pay dividends depends primarily on its receipt of dividends from its subsidiary bank.  Dividend payments from the bank are subject to legal and regulatory limitations, generally based on net profits and retained earnings, imposed by bank regulatory agencies. The ability of the bank to pay dividends is also subject to profitability, financial condition, regulatory capital requirements, capital expenditures and other cash flow requirements. There is no assurance that the bank will be able to pay dividends in the future or that the Company will generate cash flow to pay dividends in the future. The Company’s failure to pay dividends on its common stock may have a material adverse effect on the market price of its common stock.

The Company’s banking subsidiary may be required to pay higher FDIC insurance premiums or special assessments which may adversely affect its earnings.

The Company generally is unable to control the amount of premiums or special assessments that its subsidiary is required to pay for FDIC insurance. Any future changes in the calculation or assessment of FDIC insurance premiums may have a material adverse effect on our results of operations, financial condition, and our ability to continue to pay dividends on our common stock at the current rate or at all.

Severe weather, natural disasters, acts of war or terrorism, pandemics and other external events could significantly impact the Company’s business.

Severe weather, natural disasters, acts of war or terrorism, pandemics and other adverse external events could have a significant impact on the Company’s ability to conduct business. Such events could affect the stability of the Company’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause the Company to incur additional expenses. Severe weather or natural disasters, acts of war or terrorism, pandemics or other adverse external events may occur in the future. Although management has established disaster recovery policies and procedures, the occurrence of any such event could have a material adverse effect on the Company’s business, which, in turn, could have a material adverse effect on the Company’s financial condition and results of operations.

The increasing use of social media platforms presents new risks and challenges and our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could materially adversely impact our business.

There has been a marked increase in the use of social media platforms, including weblogs (blogs), social media websites, and other forms of Internet-based communications which allow individuals access to a broad audience of consumers and other interested persons. Social media practices in the banking industry are evolving, which creates uncertainty and risk of noncompliance with regulations applicable to our business. Consumers value readily available information concerning businesses and their goods and services and often act on such information without further investigation and without regard to its accuracy. Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to our interests and/or may be inaccurate. The dissemination of information online could harm our business, prospects, financial condition, and results of operations, regardless of the information’s accuracy. The harm may be immediate without affording us an opportunity for redress or correction.

Other risks associated with the use of social media include improper disclosure of proprietary information, negative comments about our business, exposure of personally identifiable information, fraud, out-of-date information, and improper use by employees and customers. The inappropriate use of social media by our customers or employees could result in negative consequences including remediation costs including training for employees, additional regulatory scrutiny and possible regulatory penalties, litigation or negative publicity that could damage our reputation adversely affecting customer or investor confidence.

Federal income tax reform could have unforeseen effects on our financial condition and results of operations.

On December 22, 2017, the President of the United States signed into law H.R. 1, originally known as the “Tax Cuts and Jobs Act.” The Tax Cuts and Jobs Act includes a number of provisions, including the lowering of the U.S. corporate tax rate from 35 percent to 21 percent, effective January 1, 2018. There are also provisions that may partially offset the benefit of such rate reduction. Financial statement impacts include adjustments for, among other things, the re-measurement of deferred tax assets and liabilities. While there are benefits, there is also substantial uncertainty regarding the details of U.S. Tax Reform. The long-term intended and unintended consequences of Tax Cuts and Jobs Act on our business and on holders of our common shares is uncertain and could be adverse.

Risks Associated with the Company’s Common Stock

The Company’s stock price can be volatile.

Stock price volatility may make it more difficult for you to resell your common stock when you want and at prices you find attractive. The Company’s stock price can fluctuate significantly in response to a variety of factors including, among other things:

Actual or anticipated variations in quarterly results of operations.

Recommendations by securities analysts.

Operating and stock price performance of other companies that investors deem comparable to the Company.

News reports relating to trends, concerns and other issues in the financial services industry.

Perceptions in the marketplace regarding the Company and/or its competitors.

New technology used, or services offered, by competitors.

Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors.

Failure to integrate acquisitions or realize anticipated benefits from acquisitions.

Changes in government regulations.

Geopolitical conditions such as acts or threats of terrorism or military conflicts.

General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause the Company’s stock price to decrease regardless of operating results.

The trading volume in the Company’s common stock is less than that of other larger financial services companies.

The Company’s common stock is listed for trading on Nasdaq and the trading volume in its common stock is less than that of other larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of the Company’s common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which the Company has no control. Given the lower trading volume of the Company’s common stock, significant sales of the Company’s common stock, or the expectation of these sales, could cause the Company’s stock price to fall.

Furthermore, from time to time, the Company’s common stock may be included in certain and various stock market indices. Inclusion in these indices may positively impact the price, trading volume, and liquidity of the Company’s common stock, in part, because index funds or other institutional investors often purchase securities that are in these indices. Conversely, if the Company’s market capitalization falls below the minimum necessary to be included in any of the indices at any annual reconstitution date, the opposite could occur. Further, the Company’s inclusion in indices may be weighted based on the size of its market capitalization, so even if the Company’s market capitalization remains above the amount required to be included on these indices, if its market capitalization is below the amount it was on the most recent reconstitution date, the Company’s common stock could be weighted at a lower level, holders attempting to track the composition of these indices will be required to sell the Company’s common stock to match the reweighting of the indices.

Risks Associated with the Company’s Industry

Future governmental regulation and legislation could limit the Company’s future growth.

The Company is a registered bank holding company, and its subsidiary bank is a depository institution whose deposits are insured by the FDIC. As a result, the Company is subject to various regulations and examinations by various regulatory authorities. In general, statutes establish the corporate governance and eligible business activities for the Company, certain acquisition and merger restrictions, limitations on inter-company transactions such as loans and dividends, capital adequacy requirements, requirements for anti-money laundering programs and other compliance matters, among other regulations. The Company is extensively regulated under federal and state banking laws and regulations that are intended primarily for the protection of depositors, federal deposit insurance funds and the banking system as a whole. Compliance with these statutes and regulations is important to the Company’s ability to engage in new activities and consummate additional acquisitions.

In addition, the Company is subject to changes in federal and state tax laws as well as changes in banking and credit regulations, accounting principles and governmental economic and monetary policies. The Company cannot predict whether any of these changes may adversely and materially affect it. Federal and state banking regulators also possess broad powers to take supervisory actions as they deem appropriate. These supervisory actions may result in higher capital requirements, higher insurance premiums and limitations on the Company’s activities that could have a material adverse effect on its business and profitability. While these statutes are generally designed to minimize potential loss to depositors and the FDIC insurance funds, they do not eliminate risk, and compliance with such statutes increases the Company’s expense, requires management’s attention and can be a disadvantage from a competitive standpoint with respect to non-regulated competitors.

The earnings of financial services companies are significantly affected by general business and economic conditions.

The Company’s operations and profitability are impacted by general business and economic conditions in the United States and abroad. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, and the strength of the U.S. economy and the local economies in which the Company operates, all of which are beyond the Company’s control. Deterioration in economic conditions could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for the Company’s products and services, among other things, any of which could have a material adverse impact on the Company’s financial condition and results of operations.

Financial services companies depend on the accuracy and completeness of information about customers and counterparties.

In deciding whether to extend credit or enter into other transactions, the Company may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. The Company may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on the Company’s business and, in turn, the Company’s financial condition and results of operations.

Consumers may decide not to use banks to complete their financial transactions.

Technology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on the Company’s financial condition and results of operations.

A protracted government shutdown or issues relating to debt and the deficit may adversely affect the Company.

Extended shutdowns of parts of the federal government could negatively impact the financial performance of certain customers and could impact customers’ future access to certain loan and guarantee programs. As a result, this could impact the Company’s business, financial condition and results of operations.

As a result of past difficulties of the federal government to reach agreement over federal debt and issues connected with the debt ceiling, certain rating agencies placed the United States government's long-term sovereign debt rating on their equivalent of negative watch and announced the possibility of a rating downgrade. The rating agencies, due to constraints related to the rating of the United States, also placed government-sponsored enterprises in which the Company invests and receives lines of credit on negative watch and a downgrade of the United States government's credit rating would trigger a similar downgrade in the credit rating of these government-sponsored enterprises. Furthermore, the credit rating of other entities, such as state and local governments, may also be downgraded should the United States government's credit rating be downgraded. The impact that a credit rating downgrade may have on the national and local economy could have an adverse effect on the Company’s financial condition and results of operations.

The regulatory environment for the financial services is being significantly impacted by financial regulatory reform initiatives in the United States and elsewhere, including Dodd-Frank and regulations promulgated to implement it.

Dodd-Frank, which was signed into law on July 21, 2010, comprehensively reforms the regulation of financial institutions, products and services. Dodd-Frank requires various federal regulatory agencies to implement numerous rules and regulations. Because the federal agencies are granted broad discretion in drafting these rules and regulations, many of the details and the impact of Dodd-Frank may not be known for many months or years.

While much of how the Dodd-Frank and other financial industry reforms will change our current business operations depends on the specific regulatory reforms and interpretations, many of which have yet to be released or finalized, it is clear that the reforms, both under Dodd-Frank and otherwise, will have a significant effect on our entire industry. Although Dodd-Frank and other reforms will affect a number of the areas in which we do business, it is not clear at this time the full extent of the adjustments that will be required and the extent to which we will be able to adjust our businesses in response to the requirements. Although it is difficult to predict the magnitude and extent of these effects at this stage, we believe compliance with Dodd-Frank and implementing its regulations and initiatives will negatively impact revenue and increase the cost of doing business, both in terms of transition expenses and on an ongoing basis, and it may also limit our ability to pursue certain business opportunities.

Risks related to the merger of Landmark Bancorp, Inc. (Landmark) into the Company

The combined company will incur significant transaction and merger-related costs in connection with the merger.

The Company expects to incur costs associated with combining the operations of the two companies. The Company is formulating detailed integration plans to deliver planned synergies. Additional unanticipated costs may be incurred in the integration of the businesses of the Company and Landmark. Whether or not the merger is consummated, the Company will incur substantial expenses, such as legal, accounting, printing, contract termination fees, and financial advisory fees, in pursuing the merger. Although the Company expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and merger-related costs over time, the net benefit may not be achieved in the near term, or at all.


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Some of the conditions to closing of the merger may result in delay or prevent completion of the merger, which may adversely affect the value of the Company’s and Landmark’s securities.

Completion of the merger is conditioned upon the receipt of certain governmental consents and approvals, including consents and approvals required by the Federal Reserve Board, the FDIC, and the Pennsylvania Department of Banking and Securities. Failure to obtain these consents would prevent consummation of the merger. Even if the approvals are obtained, the effort involved may delay consummation of the merger. Governmental authorities may also impose conditions in connection with the merger that may adversely affect the combined company’s operations after the merger. However, the Company is not required to take any action or agree to any condition or restriction in connection with obtaining any approvals that would reasonably be expected to have a material adverse effect on the Company or the combined company.

The merger may distract the Company’s management team from its other responsibilities.

The merger could cause the management of the Company to focus their time and energies on matters related to the merger that otherwise would be directed to its business and operations. Any such distraction on the part of management, if significant, could affect management’s ability to service existing business and develop new business and adversely affect the combined company’s business and earnings following the merger.

Post-merger integration and operations may fail to achieve expected results.

The success of the transaction depends heavily on a smooth post-merger integration and operations of the combined bank. Benefits of the transaction to shareholders may not be realized if the post-merger integration and operations are not well executed or well received by each bank’s historical customers.

The Company may fail to realize the cost savings it expects to achieve from the merger.

The success of the merger will depend, in part, on the Company’s ability to realize the estimated cost savings from combining the businesses of the Company and Landmark. While the Company believes that the cost savings estimates are achievable, it is possible that the potential cost savings could be more difficult to achieve than the Company anticipates. The Company’s cost savings estimates also depend on its ability to combine the businesses of the Company and Landmark in a manner that permits those cost savings to be realized. If the Company’s estimates are incorrect or it is unable to combine the two companies successfully, the anticipated cost savings may not be realized fully or at all or may take longer to realize than expected.

Combining the Company and Landmark may be more difficult, costly, or time-consuming than expected.

The Company and Landmark have operated, and, until the completion of the merger, will continue to operate, independently. Following the completion of the merger, the combination process could result in the loss of key employees, the disruption of the Company’s ongoing business, and inconsistencies in standards, controls, procedures and policies that adversely affect the Company’s ability to maintain relationships with clients and employees or achieve the anticipated benefits of the merger. As with any merger of financial institutions, there also may be disruptions that cause the Company to lose customers or cause customers to withdraw their deposits from the Company, or other unintended consequences that could have a material adverse effect on the Company’s results of operations or financial condition.

Risks related to the COVID-19 pandemic

The COVID-19 Pandemic Has Adversely Impacted Our Business And Financial Results, And The Ultimate Impact Will Depend On Future Developments, Which Are Highly Uncertain And Cannot Be Predicted, Including The Scope And Duration Of The Pandemic And Actions Taken By Governmental Authorities In Response To The Pandemic.

The COVID-19 pandemic has negatively impacted the global, national and local economies, disrupted global and national supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. In addition, the pandemic resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities and may result in the same or similar restrictions in the future. As a result, the demand for our products and services have been and may continue to be significantly impacted, which could adversely affect our revenue and results of operations. Furthermore, the pandemic could continue to result in the recognition of credit losses in our loan portfolios and increases in our allowance for credit losses, particularly if businesses remain required to operate at diminished capacities or are required to close again, the impact on the global, national and local economies worsen, or more customers draw on their lines of credit or seek additional loans to help finance their businesses. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize further impairments on the securities we hold as well as reductions in other comprehensive income. Our business operations may also be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

We continue to closely monitor the COVID-19 pandemic and related risks as they evolve. The magnitude, duration and likelihood of the current outbreak of COVID-19, further outbreaks of COVID-19, future actions taken by governmental authorities and/or other third parties in response to the COVID-19 pandemic, and its future direct and indirect effects on the global, national and local economy generally and our business and results of operation specifically are highly uncertain. The COVID-19 pandemic may cause prolonged global or national recessionary economic conditions or longer lasting effects on economic conditions than currently exist, which could have a material adverse effect on our business, results of operations and financial condition.

Due to the Company’s participation in the U.S. Small Business Administration ("SBA") Paycheck Protection Program ("PPP"), the Company is subject to additional risks of litigation from its clients or other parties regarding the processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted, which included a $349 billion loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals could apply for loans from existing SBA lenders and other approved regulated lenders. The Company participated as a lender in the PPP. Because of the short timeframe between the passing of the CARES Act and the opening of the PPP, there was some ambiguity in the laws, rules and guidance regarding the operation of the PPP along with the continually evolving nature of SBA the rules, interpretations and guidelines concerning this program, which exposes us to risks relating to noncompliance with the PPP. Since the launch of the PPP, several large banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP. As such, we may be exposed to the risk of litigation, from both clients and non-clients that approached the Company regarding PPP loans, regarding its process and procedures used in processing applications for the PPP. If any such litigation is filed against the us and is not resolved in a manner favorable to us, it may result in significant financial liability or adversely affect our reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP related litigation could have a material adverse impact on our business, financial condition and results of operations.

The Company also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, underwritten, certified by the borrower, funded, or serviced by the Company, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, certified by the borrower, funded, or serviced by the Company, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from us.


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ITEM 1B:  UNRESOLVED STAFF COMMENTS

None

ITEM 2:  PROPERTIES

As of December 31, 2021, the Company and the Bank operated 23 full-service banking offices, of which twelve were owned and eleven were leased. The Pittston branch property is subject to a lease with a company of which director, William J. Joyce, Sr., is a partner. With the exception of the Pittston branch, none of the lessors of the properties leased by the Company are affiliated with the Company and all of the properties are located in the Commonwealth of Pennsylvania. The Company is headquartered at its owner-occupied main branch located on the corner of Blakely and Drinker Streets in Dunmore, PA. Executive and administrative, commercial lending, trust and asset management services are located at the Main Branch. The Company also operates a financial center in downtown Scranton, PA. Executive, mortgage and consumer lending, finance, operations and a full-service call center are located in this building. The Company is actively searching for a corporate headquarters within the Scranton area. We believe each of our facilities is suitable and adequate to meet our current operational needs.

The Company also operates a wealth management office in Minersville, PA under a short-term lease agreement.

Additionally, the Company has a limited production office in Pittston, PA that is currently leased for certain commercial lenders and credit department employees.

The Company currently owns a property in Wilkes-Barre, PA that will become a full service branch upon termination of an existing lease to a third party.

The Company acquired a leased building in Scranton from the merger with Landmark. The branch in the building was closed in September 2021 and the building is currently vacant. If the Company decides to terminate the lease before the end of the lease term in January 2030, a termination fee would be incurred.

On February 28, 2022, the Company closed its Martins Creek branch which will be consolidated with the Forks branch.

Foreclosed assets held-for-sale includes other real estate owned (ORE). The Company had five ORE properties as of December 31, 2021, which stemmed from five unrelated borrowers. Upon possession, foreclosed properties are recorded on the Company’s balance sheet at the lower of cost or fair value. For a further discussion of ORE properties, see “Foreclosed assets held-for-sale”, located in the comparison of financial condition section of managements’ discussion and analysis.

ITEM 3: LEGAL PROCEEDINGS

The nature of the Company’s business generates some litigation involving matters arising in the ordinary course of business. However, in the opinion of the Company after consulting with legal counsel, no legal proceedings are pending, which, if determined adversely to the Company or the Bank, would have a material effect on the Company’s undivided profits or financial condition or results of 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 actions against the Company or the Bank.

ITEM 4: MINE SAFETY DISCLOSURES

Not Applicable


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PART II

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The common stock of the Company is listed on Nasdaq and traded on The NASDAQ Global Market under the symbol “FDBC.” Shareholders requesting information about the Company’s common stock may contact:

Salvatore R. DeFrancesco, Jr., Treasurer

Fidelity D & D Bancorp, Inc.

Blakely and Drinker Streets

Dunmore, PA 18512

(570) 342-8281

Dividends are determined and declared by the Board of Directors of the Company. The Company expects to continue to pay cash dividends in the future; however, future dividends are dependent upon earnings, financial condition, capital strength and other factors of the Company. For a further discussion of regulatory capital requirements see Note 15, “Regulatory Matters,” contained within the notes to the consolidated financial statements, incorporated by reference in Part II, Item 8.

The Company offers a dividend reinvestment plan (DRP) for its shareholders. The DRP provides shareholders with a convenient and economical method of investing cash dividends payable on their common stock and the opportunity to make voluntary optional cash payments to purchase additional shares of the Company’s common stock.  Participants pay no brokerage commissions or service charges when they acquire additional shares of common stock through the DRP. The administrator may purchase shares directly from the Company, in the open market, in negotiated transactions with third parties or using a combination of these methods.

The Company had approximately 1,644 shareholders at December 31, 2021 and 1,680 shareholders as of February 28, 2022. The number of shareholders is the actual number of distinct shareholders of record. Each security depository is considered a single shareholder for purposes of determining the approximate number of shareholders.

Performance graph

The following graph and table compare the cumulative total shareholder return on the Company’s common stock against the cumulative total return of the NASDAQ Composite and KBW NASDAQ Bank index (the KBW NASDAQ index) for the period of five fiscal years commencing January 1, 2017, and ending December 31, 2021. The graph illustrates the cumulative investment return to shareholders, based on the assumption that a $100 investment was made on December 31, 2016, in each of: the Company’s common stock, the NASDAQ Composite and the KBW NASDAQ index. As of December 31, 2021, the KBW NASDAQ index consisted of 24 banks. A listing of the banks that comprise the KBW NASDAQ index can be found on the Company’s website at www.bankatfidelity.com and then on the bottom of the page clicking on, Investor Relations, Fidelity D & D Bancorp Stock, Stock Information, List of all companies in the KBW NASDAQ Bank index link at bottom of page. All cumulative total returns are computed assuming the reinvestment of dividends into the applicable securities. The shareholder return shown on the graph and table below is not necessarily indicative of future performance:

Picture 2

Period Ending

Index

12/31/16

12/31/17

12/31/18

12/31/19

12/31/20

12/31/21

Fidelity D & D Bancorp, Inc.

100.00

176.53

279.38

275.53

291.87

273.80

NASDAQ Composite Index

100.00

129.64

125.96

172.18

249.51

304.85

KBW NASDAQ Bank Index

100.00

118.59

97.58

132.84

119.14

164.80

ITEM 6: [Reserved]

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Critical accounting policies

The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect many of the reported amounts and disclosures. Actual results could differ from these 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 December 31, 2021 is adequate and reasonable. Given the subjective nature of identifying and valuing loan losses, it is likely that well-informed individuals could make different assumptions and could, therefore, calculate a materially different allowance value. 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. As described in Notes 1 and 4 of the consolidated financial statements, incorporated by reference in Part II, Item 8, all of the Company’s investment securities are classified as available-for-sale (AFS). AFS 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 (loss) (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 loans are transferred at the lower of cost or market value and simultaneously sold. For a further discussion on the accounting treatment of HFS loans, see the section entitled “Loans held-for-sale,” contained within this management’s discussion and analysis.

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 tested at least annually at November 30 for impairment, or more often if events or circumstances indicate there may be impairment. Impairment write-downs are charged to the consolidated statement of income in the period in which the impairment is determined. In testing goodwill for impairment, the Company performed a qualitative assessment, resulting in the determination that the fair value of its reporting unit exceeded its carrying amount. Accordingly, there is no goodwill impairment at December 31, 2021. 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.

All significant accounting policies are contained in Note 1, “Nature of Operations and Summary of Significant Accounting Policies”, within the notes to consolidated financial statements and incorporated by reference in Part II, Item 8.

The following discussion and analysis presents the significant changes in the financial condition and in the results of operations of the Company as of December 31, 2021 and 2020 and for each of the years then ended. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this report.

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 December 31, 2021, 2020, 2019 and 2018 compared to 34% at December 31, 2017.

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

(dollars in thousands)

2021

2020

2019

2018

2017

Interest income (GAAP)

$

65,468 

$

49,496 

$

39,269 

$

35,330 

$

31,064 

Adjustment to FTE

2,135 

1,095 

750 

718 

1,281 

Interest income adjusted to FTE (non-GAAP)

67,603 

50,591 

40,019 

36,048 

32,345 

Interest expense (GAAP)

3,639 

5,311 

7,554 

4,873 

3,223 

Net interest income adjusted to FTE (non-GAAP)

$

63,964 

$

45,280 

$

32,465 

$

31,175 

$

29,122 


‎

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:

(dollars in thousands)

2021

2020

2019

2018

2017

Efficiency Ratio (non-GAAP)

Non-interest expenses (GAAP)

$

50,107 

$

38,319 

$

26,921 

$

25,072 

$

24,836 

Net interest income (GAAP)

61,829 

44,185 

31,715 

30,457 

27,841 

Plus: taxable equivalent adjustment

2,135 

1,095 

750 

718 

1,281 

Non-interest income (GAAP)

18,287 

14,668 

10,193 

9,200 

8,367 

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

$

82,250 

$

59,948 

$

42,658 

$

40,375 

$

37,489 

Efficiency ratio (non-GAAP)

60.92%

63.92%

63.11%

62.10%

66.25%

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)

2021

2020

2019

2018

2017

Tangible Book Value per Share (non-GAAP)

Total assets (GAAP)

$

2,419,104 

$

1,699,510 

$

1,009,927 

$

981,102 

$

863,637 

Less: Intangible assets, primarily goodwill

(21,569)

(8,787)

(209)

(209)

(209)

Tangible assets

2,397,534 

1,690,723 

1,009,718 

980,893 

863,428 

Total shareholders' equity (GAAP)

211,729 

166,670 

106,835 

93,557 

87,383 

Less: Intangible assets, primarily goodwill

(21,569)

(8,787)

(209)

(209)

(209)

Tangible common equity

$

190,160 

$

157,883 

$

106,626 

$

93,348 

$

87,174 

Common shares outstanding, end of period

5,645,687 

4,977,750 

3,781,500 

3,759,426 

3,734,478 

Tangible Common Book Value per Share

$

33.68

$

31.72

$

28.20

$

24.83

$

23.34

The following tables provides a reconciliation of the Company’s earnings results under GAAP to comparative non-GAAP results excluding merger-related expenses and an FHLB prepayment penalty:

2021

(dollars in thousands except per share data)

Income before
‎income taxes

Provision for
‎income taxes

Net income

Diluted earnings
‎per share

Results of operations (GAAP)

$

28,009 

$

4,001 

$

24,008 

$

4.48 

Add: Merger-related expenses

3,033 

491 

2,542 

0.47 

Add: FHLB prepayment penalty

369 

78 

291 

0.05 

Adjusted earnings (non-GAAP)

$

31,411 

$

4,570 

$

26,841 

$

5.00 

2020

(dollars in thousands except per share data)

Income before
‎income taxes

Provision for
‎income taxes

Net income

Diluted earnings
‎per share

Results of operations (GAAP)

$

15,284 

$

2,249 

$

13,035 

$

2.82 

Add: Merger-related expenses

2,452 

426 

2,026 

0.44 

Add: FHLB prepayment penalty

481 

101 

380 

0.08 

Adjusted earnings (non-GAAP)

$

18,217 

$

2,776 

$

15,441 

$

3.34 

2019

(dollars in thousands except per share data)

Income before
‎income taxes

Provision for
‎income taxes

Net income

Diluted earnings
‎per share

Results of operations (GAAP)

$

13,902 

$

2,326 

$

11,576 

$

3.03 

Add: Merger-related expenses

440 

29 

411 

0.11 

Adjusted earnings (non-GAAP)

$

14,342 

$

2,355 

$

11,987 

$

3.14 

Comparison of Financial Condition as of December 31, 2021

and 2020 and Results of Operations for each of the Years then Ended

Executive Summary

The Company generated $24.0 million in net income in 2021, or $4.48 diluted earnings per share, up $11.0 million, or 84%, from $13.0 million, or $2.82 diluted earnings per share, in 2020. In 2021, our larger and well diversified balance sheet from organic and inorganic growth contributed to the success of our earnings performance. Federal Open Market Committee (FOMC) officials dropped the federal funds rate down to 0%-0.25% during the first quarter of 2020 at the start of the pandemic where it remained through 2021. The Company expects the fed funds rate to begin to rise in 2022. The 2022 focus is to manage net interest income through a rising forecasted rate cycle by controlling loan pricing and deposit costs to maintain a reasonable spread. From a financial condition and performance perspective, our mission for 2022 will be to continue to strengthen our capital position from strategic growth oriented objectives, implement creative marketing and revenue enhancing strategies, grow and cultivate more of our wealth management and business services and to manage credit risk at tolerable levels thereby maintaining overall asset quality.

Nationally, the unemployment rate fell from 6.7% at December 31, 2020 to 3.9% at December 31, 2021. The unemployment rates in the Scranton - Wilkes-Barre - Hazleton and the Allentown – Bethlehem - Easton Metropolitan Statistical Areas (local) decreased but remained at a higher level than the national unemployment rate. According to the U.S. Bureau of Labor Statistics, the local unemployment rates at December 31, 2021 were 4.8% and 4.0%, respectively, a decrease of 3.2 and 2.6 percentage points from the 8.0% and 6.6%, respectively, at December 31, 2020. The national and local unemployment rates have decreased as a result of the improving economic environment. The pandemic-related business restrictions have been lifted in our local area and employees started heading back to work. Stimulus payments and enhanced unemployment benefits have supported the economy throughout 2020 and 2021 and it is uncertain if the government could continue to provide this support in the future. The median home values in the Scranton-Wilkes-Barre-Hazleton metro and Allentown-Bethlehem-Easton metro each increased 20.4% and 17.9% from a year ago, according to Zillow, an online database advertising firm providing access to its real estate search engines to various media outlets, and values are expected to grow 18.2% and 17.3% in the next year. In light of these expectations, we are uncertain if real estate values could continue to increase at these levels with the pending rising rate environment, however we will continue to monitor the economic climate in our region and scrutinize growth prospects with credit quality as a principal consideration. The Company remains committed to selectively expanding branch banking and wealth management locations in Northeastern and Eastern Pennsylvania as opportunities arrive going forward.

On May 1, 2020, the Company completed its previously announced acquisition of MNB Corporation (“MNB”). 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 previously announced acquisition of Landmark Bancorp, Inc. (“Landmark”). Non-recurring costs to facilitate the merger and integrate systems of $3.0 million were incurred during 2021.

Non-recurring merger-related costs and a FHLB prepayment penalty incurred during 2021 and 2020 are not a part of the Company’s normal operations. If these expenses had not occurred, adjusted net income (non-GAAP) for the years ended December 31, 2021 and 2020 would have been $26.8 million and $15.4 million, respectively. Adjusted diluted EPS (non-GAAP) would have been $5.00 and $3.34 for the years ended December 31, 2021 and 2020. For the same time periods, adjusted ROA (non-GAAP) would have been 1.27% and 1.03%, respectively, and adjusted ROE (non-GAAP) would have been 14.18% and 10.73%, respectively.

For the years ended December 31, 2021 and 2020, tangible common book value per share (non-GAAP) was $33.68 and $31.72, respectively, an increase of 6.2%. These non-GAAP measures should be reviewed in connection with the reconciliation of these non-GAAP ratios. See “Non-GAAP Financial Measures” located above within this management’s discussion and analysis.

During 2021, the Company’s assets grew by 42% primarily from assets acquired from the merger with Landmark and additional growth in deposits, which were used to fund growth in the loan and security portfolios. In 2022, we expect total loans to increase despite paydowns as loans issued under the U.S. Small Business Administration Paycheck Protection Program (“PPP”) are forgiven. The increase in the loan portfolio is expected to be funded primarily by deposit growth. We expect funds generated from operations, deposit growth along with calls and maturities will be used to replace, reinvest and grow the investment portfolio. The cash flow from these securities will provide liquidity to reinvest. No short-term or FHLB borrowings are expected in 2022.

Non-performing assets represented 0.27% of total assets as of December 31, 2021, down from 0.39% at the prior year end. Non-performing assets to total assets was lower during 2021 mostly due to the amount (or dollar value) of non-performing assets decreasing while there was growth in total assets.

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.

For the near-term, we expect to operate in a rising interest rate environment. The Company’s balance sheet is positioned to improve its net interest income performance, but increases in yields may not keep pace with higher cost of funds which may compress net interest spread and margin. The Company expects net interest margin to decline for 2022. Expectations are for short-term rates to increase throughout 2022, which could cause deposit rate pricing to increase.

Financial Condition

Consolidated assets increased $719.6 million, or 42%, to $2.4 billion as of December 31, 2021 from $1.7 billion at December 31, 2020. The increase in assets occurred primarily from assets acquired in the merger with Landmark and deposit inflow. The asset growth was funded by utilizing growth in deposits of $660.4 million.

The following table is a comparison of condensed balance sheet data as of December 31:

(dollars in thousands)

Assets:

2021

%

2020

%

2019

%

Cash and cash equivalents

$

96,877

4.0

%

$

69,346

4.1

%

$

15,663

1.6

%

Investment securities

738,980

30.6

392,420

23.1

185,117

18.3

Restricted investments in bank stock

3,206

0.1

2,813

0.2

4,383

0.4

Loans and leases, net

1,449,231

59.9

1,135,236

66.8

745,306

73.8

Bank premises and equipment

29,310

1.2

27,626

1.6

21,557

2.1

Life insurance cash surrender value

52,745

2.2

44,285

2.6

23,261

2.3

Other assets

48,755

2.0

27,784

1.6

14,640

1.5

Total assets

$

2,419,104

100.0

%

$

1,699,510

100.0

%

$

1,009,927

100.0

%

Liabilities:

Total deposits

$

2,169,865

89.7

%

$

1,509,505

88.8

%

$

835,737

82.8

%

Secured borrowings

10,620

0.4

-

-

-

-

Short-term borrowings

-

-

-

-

37,839

3.7

FHLB advances

-

-

5,000

0.3

15,000

1.5

Other liabilities

26,890

1.1

18,335

1.1

14,516

1.4

Total liabilities

2,207,375

91.2

1,532,840

90.2

903,092

89.4

Shareholders' equity

211,729

8.8

166,670

9.8

106,835

10.6

Total liabilities and shareholders' equity

$

2,419,104

100.0

%

$

1,699,510

100.0

%

$

1,009,927

100.0

%

A comparison of net changes in selected balance sheet categories as of December 31, are as follows:

Earning

Other

FHLB

(dollars in thousands)

Assets

%

assets*

%

Deposits

%

borrowings

%

advances

%

2021

$

719,594

42

$

682,812

43

$

660,360

44

$

10,620

100

$

(5,000)

(100)

2020

689,583

68

648,880

69

673,768

81

(37,839)

(100)

(10,000)

(67)

2019

28,825

3

21,878

2

65,554

9

(38,527)

(50)

(16,704)

(53)

2018

117,465

14

112,078

14

40,037

5

57,864

313

10,500

50

2017

70,693

9

61,985

8

26,687

4

14,279

338

21,204

100

* Earning assets include interest-bearing deposits with financial institutions, gross loans and leases, loans held-for-sale, available-for-sale securities and restricted investments in bank stock excluding loans placed on non-accrual status.


‎

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 total deposits as of December 31:

2021

2020

(dollars in thousands)

Amount

%

Amount

%

Interest-bearing checking

$

730,595

33.7

%

$

453,896

30.0

%

Savings and clubs

234,747

10.8

179,676

11.9

Money market

475,447

21.9

340,654

22.6

Certificates of deposit

138,793

6.4

127,783

8.5

Total interest-bearing

1,579,582

72.8

1,102,009

73.0

Non-interest bearing

590,283

27.2

407,496

27.0

Total deposits

$

2,169,865

100.0

%

$

1,509,505

100.0

%

Total deposits increased $660.4 million, or 44%, from $1.5 billion at December 31, 2020 to $2.2 billion at December 31, 2021. Non-interest bearing and interest-bearing checking accounts contributed the most to the deposit growth with increases of $182.8 million and $276.7 million, respectively. The growth in non-interest bearing checking accounts was primarily due to accounts acquired from the Landmark merger supplemented by business and personal account growth. The increase in interest-bearing checking accounts was primarily due to accounts from the Landmark merger, seasonal tax cycles, business activity, federal pandemic relief funds and shifts from maturing CDs. Money market accounts also increased $134.8 million, mostly due to acquired Landmark accounts, 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 $55.1 million due to accounts added from the Landmark merger and also 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 2022, the Company expects deposit growth to fund asset growth. Seasonal public deposit fluctuations are expected to remain volatile and at times may partially offset future deposit growth.

Additionally, CDs also increased $11.0 million due to 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 December 31, 2021, $70.8 million, or 51%, had a balance at December 31, 2020. 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. The Company did not have any CDARs as of December 31, 2021 and 2020. As of December 31, 2021 and 2020, ICS reciprocal deposits represented $27.6 million and $46.2 million, or 1% and 3%, of total deposits which are included in interest-bearing checking accounts in the table above. The $18.6 million decrease in ICS deposits is primarily due to public funds deposit transfers from ICS accounts to other interest-bearing checking accounts partially offset by ICS accounts acquired from Landmark.

As of December 31, 2021, total uninsured deposits were estimated to be $919.3 million. The estimate of uninsured deposits is based on the same methodologies and assumptions used for regulatory reporting requirements. The Company aggregates deposit products by taxpayer identification number and classifies into ownership categories to determine amounts over the FDIC insurance limit.

The maturity distribution of certificates of deposit that meet or exceed the FDIC limit, by account, at December 31, 2021 is as follows:

(dollars in thousands)

Three months or less

$

4,688

More than three months to six months

3,715

More than six months to twelve months

11,641

More than twelve months

2,908

Total

$

22,952

There is a remaining purchase accounting time deposit discount of $2 thousand that will be amortized into income on a level yield amortization method over the contractual life of the deposits that is not included in the table above.

Approximately 76% of the CDs, with a weighted-average interest rate of 0.33%, are scheduled to mature in 2022 and an additional 14%, with a weighted-average interest rate of 0.50%, are scheduled to mature in 2023. 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.

Short-term 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 December 31, 2021 and 2020 as growth in deposits funded asset growth. The Company does not expect to have short-term borrowings in 2022. As of December 31, 2021, the Company had the ability to borrow $91.7 million from the Federal Reserve borrower-in-custody program and $31.0 million from lines of credit with correspondent banks.

Information with respect to the Company’s short-term borrowing’s maximum and average outstanding balances and interest rates are contained in Note 8, “Short-term Borrowings,” of the notes to consolidated financial statements incorporated by reference in Part II, Item 8.

Secured borrowings

As of December 31, 2021, the Company had secured borrowings with a fair value of $10.6 million related to certain sold loan participations that did not qualify for sales treatment acquired from Landmark. Secured borrowings are expected to decrease in 2022 from scheduled amortization and, when possible, early pay-offs.

FHLB advances

The Company had no FHLB advances as of December 31, 2021. During the first quarter of 2021, the Company paid off $5 million in FHLB advances with a weighted average interest rate of 3.07%. 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 December 31, 2021, the Company had the ability to borrow an additional $568.9 million from the FHLB. The Company does not expect to have any FHLB advances in 2022.

Funds Deployed:

Investment Securities

The Company’s investment policy is designed to complement its lending activities, provide monthly cash flow, manage interest rate sensitivity and generate a favorable return without incurring excessive interest rate and credit risk while managing liquidity at acceptable levels. In establishing investment strategies, the Company considers its business, growth strategies or restructuring plans, the economic environment, the interest rate sensitivity position, the types of securities in its portfolio, permissible purchases, credit quality, maturity and re-pricing terms, call or average-life intervals and investment concentrations. The Company’s policy prescribes permissible investment categories that meet the policy standards and management is responsible for structuring and executing the specific investment purchases within these policy parameters. Management buys and sells investment securities from time-to-time depending on market conditions, business trends, liquidity needs, capital levels and structuring strategies. Investment security purchases provide a way to quickly invest excess liquidity in order to generate additional earnings. The Company generally earns a positive interest spread by

assuming interest rate risk using deposits or borrowings to purchase securities with longer maturities.

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 December 31, 2021, the carrying value of investment securities amounted to $739.0 million, or 31% of total assets, compared to $392.4 million, or 23% of total assets, at December 31, 2020. On December 31, 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. The mortgage-backed securities portfolio includes only pass-through bonds issued by Fannie Mae, Freddie Mac and the Government National Mortgage Association (GNMA).

The Company’s municipal (obligations of states and political subdivisions) portfolio is comprised of tax-free municipal bonds with a book value of $267.5 million and taxable municipal bonds with a book value of $93.2 million. The overall credit ratings of these municipal bonds was as follows: 36% AAA, 62% AA, 1% A and 1% escrowed.

During 2021, the carrying value of total investments increased $346.6 million, or 88%. Purchases for the year totaled $411.4 million, while maturities and principal reductions totaled $54.2 million and proceeds from sales were $44.5 million. The purchases were funded principally by cash flow generated from the portfolio and excess overnight liquidity. 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 total investment securities as of December 31 follows:

2021

2020

(dollars in thousands)

Amount

%

Book yield

Reprice term

Amount

%

Book yield

Reprice term

MBS - GSE residential

$

257,267

34.8

%

1.6

%

5.1

$

147,260

37.5

%

1.7

%

2.8

Obligations of states & political subdivisions

364,710

49.4

2.3

7.5

199,713

50.9

2.6

7.5

Agency - GSE

117,003

15.8

1.4

5.2

45,447

11.6

1.3

4.4

Total

$

738,980

100.0

%

1.9

%

6.3

$

392,420

100.0

%

2.1

%

5.4

The investment securities portfolio contained no private label mortgage-backed securities, collateralized mortgage obligations, collateralized debt obligations, or trust preferred securities, and no off-balance sheet derivatives were in use. The portfolio had no adjustable-rate instruments as of December 31, 2021 and 2020.

Investment securities were comprised of AFS securities as of December 31, 2021 and 2020. The AFS securities were recorded with a net unrealized gain of $0.2 million and a net unrealized gain of $11.3 million as of December 31, 2021 and 2020, respectively. Of the net decline in the unrealized gain position of $11.1 million: $3.3 million was attributable to municipal securities; $5.1 million was attributable to mortgage-backed securities and $2.7 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 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 December 31, 2021, the Company had $417.8 million in public deposits, or 19% 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 December 31, 2021, the balance of pledged securities required for public and trust deposits was $394.3 million, or 53% 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 year ended December 31, 2021, the Company did not incur other-than-temporary impairment charges from its investment securities portfolio.

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 totaled $82 thousand and $45 thousand as of December 31, 2021 and 2020. ACBB stock totaling $37 thousand was acquired from the merger with Landmark in 2021. The dividends received from the FHLB totaled $130 thousand and $203 thousand for the years ended December 31, 2021 and 2020, respectively. The balance in FHLB and ACBB stock was $3.2 million and $2.8 million as of December 31, 2021 and 2020, respectively.

Loans and leases

As of December 31, 2021, the Company had gross loans and leases, including originated and acquired loans and leases, totaling $1.4 billion compared to $1.1 billion at December 31, 2020, an increase of $314 million, or 28%.

Growth in the portfolio was attributed to a $118 million, or 13%, increase in the originated portfolio and a $196 million, or 93%, increase in the acquired portfolio. Growth in the originated portfolio was primarily attributed to the $83 million increase in the commercial real estate portfolio, resulting from the origination of several large commercial real estate loans during 2021, and the $95 million increase in the residential portfolio, stemming from the strength of the housing market in the Company’s service area and the low interest rate environment along with management’s decision to retain a greater percentage of potentially saleable mortgages. 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.

A comparison of loan originations, net of participations is as follows for the periods indicated:

2021

2020

(dollars in thousands)

Amount

Amount

Loans:

Commercial and industrial

$

128,768 

$

198,785 

Commercial real estate

89,653 

32,236 

Consumer

68,482 

48,725 

Residential real estate

241,395 

201,440 

528,298 

481,186 

Lines of credit:

Commercial

77,194 

36,622 

Residential construction

54,110 

31,444 

Home equity and other consumer

40,214 

22,859 

171,518 

90,925 

Total originations closed

$

699,816 

$

572,111 

Commercial and industrial originations decreased by $70 million, or 35%, to $129 million in 2021. This occurred because the Company recorded PPP loans in the commercial and industrial category. PPP loan originations decreased from $159 million in 2020 to $77 million in 2021.

Commercial and industrial (C&I) and commercial real estate (CRE)

As of December 31, 2021, the commercial loan portfolio increased by $156 million, or 24%, to $819 million over the

December 31, 2020 balance of $663 million due to $145 million in growth in the acquired portfolio and $11 million in growth in the originated portfolio. Excluding the $98 million reduction in originated PPP loans (net of deferred fees) during the twelve months ended December 31, 2021, the originated commercial portfolio grew $110 million due to the origination of several large CRE loans during the year along with increased overall lending activity due to the Company’s larger size and market area.

The commercial loan portfolio consisted of $513 million in originated loans, including $32 million in originated PPP loans, and $306 million in loans acquired from MNB and Landmark, including $8 million in acquired PPP loans, as of December 31, 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 December 31, 2021, the Company received forgiveness or paydowns of $203 million, or 86%, of the original PPP loan balances of $236 million with $176 million occurring during the twelve months ended December 31, 2021.

As a PPP lender, the Company received fee income of approximately $9.9 million with $8.7 million recognized to date, including $3.3 million of PPP fee income recognized during 2020 and $5.4 million recognized during 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 $1.2 million as of December 31, 2021.

The PPP loans originated by size were as follows as of December 31, 2021:

(dollars in thousands)

Balance originated

Current balance

Total SBA fee

SBA fee recognized

$150,000 or less

$

76,594

$

12,877

$

4,866

$

4,085

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

128,082

20,331

4,765

4,254

$2,000,000 or higher

31,656

-

316

316

Total PPP loans originated

$

236,332

$

33,208

$

9,947

$

8,655

The table above does not include the $20.3 million in PPP loans acquired because of the merger with Landmark during the third quarter of 2021. As of December 31, 2021, the balance of outstanding acquired PPP loans was $7.9 million.

Consumer

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

As of December 31, 2021, the consumer loan portfolio increased by $39 million, or 18%, to $255 million compared to the December 31, 2020 balance of $216 million, due to $27 million in growth in the acquired portfolio, primarily automobile, related to the Landmark merger and $12 million in growth in the originated portfolio, specifically from the home equity line of credit and direct finance lease portfolios.

Residential

As of December 31, 2021, the residential loan portfolio increased by $119 million, or 49%, to $361 million compared to the December 31, 2020 balance of $242 million. For the twelve months ended December 31, 2021, $25 million in was attributed to loans acquired in the Landmark merger and $94 million in growth originated mainly in the Company’s service area spurred by a historically low interest rate environment, strong demand for residential loans and management’s decision to retain potentially saleable mortgages.

The residential loan portfolio consisted primarily of held-for-investment residential loans for primary residences. Originated loans totaled $298 million and acquired loans totaled $63 million as of December 31, 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.

A comparison of loans and related percentage of gross loans, at December 31, for the five previous periods is as follows:

2021

2020

(dollars in thousands)

Amount

%

Amount

%

Commercial and industrial

$

236,304 

16.5 

%

$

280,757 

25.0 

%

Commercial real estate:

Non-owner occupied

312,848 

21.8 

192,143 

17.1 

Owner occupied

248,755 

17.3 

179,923 

16.1 

Construction

21,147 

1.5 

10,231 

0.9 

Consumer:

Home equity installment

47,571 

3.3 

40,147 

3.6 

Home equity line of credit

54,878 

3.8 

49,725 

4.4 

Auto

118,029 

8.2 

98,386 

8.8 

Direct finance leases

26,232 

1.8 

20,095 

1.8 

Other

8,013 

0.6 

7,602 

0.7 

Residential:

Real estate

325,861 

22.8 

218,445 

19.5 

Construction

34,919 

2.4 

23,357 

2.1 

Gross loans

1,434,557 

100.0 

%

1,120,811 

100.0 

%

Less:

Allowance for loan losses

(15,624)

(14,202)

Unearned lease revenue

(1,429)

(1,159)

Net loans

$

1,417,504 

$

1,105,450 

Loans held-for-sale

$

31,727 

$

29,786 

2019

2018

2017

(dollars in thousands)

Amount

%

Amount

%

Amount

%

Commercial and industrial

$

122,594 

16.2 

%

$

126,884 

17.4 

%

$

113,601 

17.5 

%

Commercial real estate:

Non-owner occupied

99,801 

13.2 

95,515 

13.1 

92,851 

14.3 

Owner occupied

130,558 

17.3 

124,092 

17.0 

109,383 

16.9 

Construction

4,654 

0.6 

6,761 

0.9 

6,228 

1.0 

Consumer:

Home equity installment

36,631 

4.9 

32,729 

4.5 

27,317 

4.2 

Home equity line of credit

47,282 

6.3 

52,517 

7.2 

53,273 

8.2 

Auto

105,870 

14.0 

105,576 

14.5 

79,340 

12.3 

Direct finance leases

16,355 

2.2 

17,004 

2.3 

13,575 

2.1 

Other

5,634 

0.7 

6,314 

0.9 

5,604 

0.9 

Residential:

Real estate

167,164 

22.2 

145,951 

20.0 

136,901 

21.1 

Construction

17,770 

2.4 

15,749 

2.2 

9,931 

1.5 

Gross loans

754,313 

100.0 

%

729,092 

100.0 

%

648,004 

100.0 

%

Less:

Allowance for loan losses

(9,747)

(9,747)

(9,193)

Unearned lease revenue

(903)

(1,028)

(639)

Net loans

$

743,663 

$

718,317 

$

638,172 

Loans held-for-sale

$

1,643 

$

5,707 

$

2,181 

The following table sets forth the maturity distribution of select commercial and construction components of the loan portfolio at December 31, 2021. The determination of maturities is based on contractual terms. Non-contractual rollovers or extensions are included in one year or less category of the maturity classification. Excluded from the table are residential real estate and consumer loans:

More than

More than

One year

one year to

five years to

More than

(dollars in thousands)

or less

five years

fifteen years

fifteen years

Total

Commercial and industrial

$

51,545

$

92,608

$

56,183

$

35,968

$

236,304

Commercial real estate

42,236

49,593

322,870

146,905

561,604

Commercial real estate construction *

21,147

-

-

-

21,147

Residential real estate construction *

34,919

-

-

-

34,919

Total

$

149,847

$

142,201

$

379,053

$

182,873

$

853,974

*In the table above, both residential and CRE construction loans are included in the one year or less category since, by their nature, these loans are converted into residential and CRE loans within one year from the date the real estate construction loan was consummated. Upon conversion, the residential and CRE loans would normally mature after five years.

The following table sets forth the total amount of C&I and CRE loans due after one year which have predetermined interest rates (fixed) and floating or adjustable interest rates (variable) as of December 31, 2021:

One to five

Five to

Over

(dollars in thousands)

years

fifteen years

fifteen years

Total

Fixed interest rate

$

102,557

$

48,808

$

27,354

$

178,719

Variable interest rate

39,644

330,245

155,519

525,408

Total

$

142,201

$

379,053

$

182,873

$

704,127

Non-refundable fees and costs associated with all loan originations are deferred. Using either the interest method or straight-line amortization, the deferral is released as credits or charges to loan interest income over the life of the loan.

There are no concentrations of loans or customers to several borrowers engaged in similar industries exceeding 10% of total loans that are not otherwise disclosed as a category in the tables above. There are no concentrations of loans that, if resulted in a loss, would have a material adverse effect on the business of the Company. The Company’s loan portfolio does not have a material concentration within a single industry or group of related industries or customers that is vulnerable to the risk of a near-term severe negative business impact. As of December 31, 2021, approximately 75% of the gross loan portfolio was secured by real estate compared to 66% at December 31, 2020 and 67% at December 31, 2019.

The Company considers its portfolio segmentation, including the real estate secured portfolio, to be normal and reasonably diversified. The banking industry is affected by general economic conditions including, among other things, the effects of real estate values. The Company ensures that its mortgage lending adheres to standards of secondary market compliance. Furthermore, the Company’s credit function strives to mitigate the negative impact of economic conditions by maintaining strict underwriting principles for all loan types.

Loans held-for-sale

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 December 31, 2021 and 2020, loans HFS consisted of residential mortgages with carrying amounts of $31.7 million and $29.8 million, respectively, which approximated their fair values. During the year ended December 31, 2021, residential mortgage loans with principal balances of $159.8 million were sold into the secondary market and the Company recognized net gains of $4.1 million, compared to $155.1 million and $3.5 million, respectively, during the year ended December 31, 2020. During the year ended December 31, 2021, the Company also sold one SBA guaranteed loan with a principal balance of $0.2 million and recognized a net gain of $24 thousand compared to one SBA guaranteed loan with a principal balance of $0.6 million and recognized a net gain on the sale of $93 thousand during the year ended December 31, 2020.

During 2021, management decided to hold mortgages HFS longer to earn interest income. Management completed a $13 million transfer of mortgages HFS to the held-for-investment portfolio during the first quarter of 2022.

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 December 31, 2021 and 2020, the servicing portfolio balance of sold residential mortgage loans was $430.9 million and $366.5 million, respectively, with mortgage servicing rights of $1.7 million and $1.3 million for the same periods, respectively.

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.

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 table sets forth the activity in the allowance for loan losses and certain key ratios for the periods indicated:

(dollars in thousands)

2021

2020

2019

2018

2017

Balance at beginning of period

$

14,202 

$

9,747 

$

9,747 

$

9,193 

$

9,364 

Charge-offs:

Commercial and industrial

(130)

(372)

(184)

(196)

(143)

Commercial real estate

(491)

(465)

(597)

(268)

(635)

Consumer

(206)

(296)

(398)

(391)

(658)

Residential

(162)

(35)

(330)

(371)

(309)

Total

(989)

(1,168)

(1,509)

(1,226)

(1,745)

Recoveries:

Commercial and industrial

23 

26 

32 

77 

10 

Commercial real estate

250 

30 

317 

42 

47 

Consumer

138 

120 

67 

211 

67 

Residential

-

197 

8 

-

-

Total

411 

373 

424 

330 

124 

Net charge-offs

(578)

(795)

(1,085)

(896)

(1,621)

Provision for loan losses

2,000 

5,250 

1,085 

1,450 

1,450 

Balance at end of period

$

15,624 

$

14,202 

$

9,747 

$

9,747 

$

9,193 

Allowance for loan losses to total loans

1.09 

%

1.27 

%

1.29 

%

1.34 

%

1.42 

%

Net charge-offs to average total loans outstanding

0.04 

%

0.08 

%

0.15 

%

0.13 

%

0.25 

%

Average total loans

$

1,299,960 

$

1,019,373 

$

732,152 

$

687,853 

$

639,477 

Loans 30 - 89 days past due and accruing

$

1,982 

$

1,598 

$

1,366 

$

5,938 

$

2,893 

Loans 90 days or more past due and accruing

$

64 

$

61 

$

-

$

1 

$

6 

Non-accrual loans

$

2,949 

$

3,769 

$

3,674 

$

4,298 

$

3,441 

Allowance for loan losses to non-accrual loans

5.30 

x

3.77 

x

2.65 

x

2.27 

x

2.67 

x

Allowance for loan losses to non-performing loans

5.19 

x

3.71 

x

2.65 

x

2.27 

x

2.67 

x

For the twelve months ended December 31, 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 $2.0 million partially offset by $0.6 million in net charge-offs. The allowance for loan and lease losses decreased as a percentage of total loans to 1.09% from 1.27% at December 31, 2020 as the growth in the loan portfolio (28%) outpaced the growth in the allowance for loan losses (10%) during the same period.

Loans acquired from the Merchants 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 for loan losses to record losses which may subsequently arise on the acquired loans.

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.

During the fourth quarter of 2021, management reduced the qualitative factors associated with its commercial, consumer, and residential portfolios related to the sustained, low level of delinquency in these portfolios observed during the year and improvement compared to the year earlier period. Management also reduced the qualitative factors associated with its commercial portfolio related to the improvement in the key risk indicators used in the analysis including national unemployment rate, personal consumer expenditures, and industrial production.

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

% of Total

% of Total

Net

Net

(dollars in thousands)

2021

Charge-offs

2020

Charge-offs

Net charge-offs

Commercial and industrial

$

(107)

18 

%

$

(346)

43 

%

Commercial real estate

(241)

42 

(435)

55 

Consumer

(68)

12 

(176)

22 

Residential

(162)

28 

162 

(20)

Total net charge-offs

$

(578)

100 

%

$

(795)

100 

%

For the twelve months ended December 31, 2021, net charge-offs against the allowance totaled $578 thousand compared with net charge-offs of $795 thousand for the twelve months ended December 31, 2020, representing a $217 thousand, or 27%, 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:

2021

2020

2019

2018

2017

Category

Category

Category

Category

Category

% of

% of

% of

% of

% of

(dollars in thousands)

Allowance

Loans

Allowance

Loans

Allowance

Loans

Allowance

Loans

Allowance

Loans

Category

Commercial real estate

$

7,422 

41 

%

$

6,383 

34 

%

$

3,933 

31 

%

$

3,901 

31 

%

$

4,060 

32 

%

Commercial and industrial

2,204 

16 

2,407 

25 

1,484 

16 

1,432 

18 

1,374 

17 

Consumer

2,404 

18 

2,552 

19 

2,013 

28 

2,548 

29 

2,063 

28 

Residential real estate

3,508 

25 

2,781 

22 

2,278 

25 

1,844 

22 

1,608 

23 

Unallocated

86 

-

79 

-

39 

-

22 

-

88 

-

Total

$

15,624 

100 

%

$

14,202 

100 

%

$

9,747 

100 

%

$

9,747 

100 

%

$

9,193 

100 

%

As of December 31, 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. The commercial loan allowance allocation remained unchanged, and higher than the commercial loan allocation, due to the greater inherent risk in this portfolio.

As of December 31, 2021, the consumer loan portfolio comprised 15% of the total allowance for loan losses compared with 18% on December 31, 2020. The 3-percentage point decrease in the consumer loan allowance allocation was the result of the relative reduction in this loan category, which declined from 19% as of December 31, 2020 to 18% as of December 31, 2021.

As of December 31, 2021, the residential loan portfolio comprised 22% of the total allowance for loan losses compared with 19% on December 31, 2020. The 3-percentage point increase was the result of the relative increase in this loan category, which increased from 22% as of December 31, 2020 to 25% as of December 31, 2021.

As of December 31, 2021, the unallocated reserve, representing the portion of the allowance not specifically identified with a loan or groups of loans, less than 1% of the total allowance for loan losses compared with less than 1% of the total allowance for loan losses on December 31, 2020.

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 at December 31:

(dollars in thousands)

2021

2020

2019

2018

2017

Loans past due 90 days or more and accruing

$

64

$

61

$

-

$

1

$

6

Non-accrual loans *

2,949

3,769

3,674

4,298

3,441

Total non-performing loans

3,013

3,830

3,674

4,299

3,447

Troubled debt restructurings

2,987

2,571

991

1,830

1,871

Other real estate owned and repossessed assets

434

256

369

190

973

Total non-performing assets

$

6,434

$

6,657

$

5,034

$

6,319

$

6,291

Total loans, including loans held-for-sale

$

1,464,855

$

1,149,438

$

755,053

$

755,053

$

733,771

Total assets

$

2,419,104

$

1,699,510

$

1,009,927

$

981,102

$

863,637

Non-accrual loans to total loans

0.20%

0.33%

0.49%

0.57%

0.47%

Non-performing loans to total loans

0.21%

0.33%

0.49%

0.57%

0.47%

Non-performing assets to total assets

0.27%

0.39%

0.50%

0.64%

0.73%

* In the table above, the amount includes non-accrual TDRs of $0.6 million, $0.7 million, $0.6 million, $1.7 million and $1.6 million as of 2021, 2020, 2019, 2018 and 2017, respectively.

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 0.27% of total assets at December 31, 2021 compared with 0.39% at December 31, 2020 with the improvement resulting from the $0.2 million, or 3%, decrease in non-performing assets, specifically non-accrual loans, coupled with the $720 million, or 42%, increase in total assets to $2.4 billion at December 31, 2021.

From December 31, 2020 to December 31, 2021, non-accrual loans declined $0.8 million, or 21%, from $3.8 million to $3.0 million. The $0.8 million decline in non-accrual loans was the result of $1.3 million in payments, $0.7 million in charge-offs, $0.2 million in moves to ORE, and $0.2 million in moves back to accrual offset by $1.6 million in additions. At December 31, 2021, there were a total of 31 loans to 28 unrelated borrowers with balances that ranged from less than $1 thousand to $0.7 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 direct finance leases totaling $64 thousand that were over 90 days past due as of December 31, 2021 compared to two direct finance leases totaling $61 thousand that were over 90 days past due as of December 31, 2020. The delinquent direct finance leases are fully guaranteed under a formal recourse agreement with the originating auto dealer and were in process of orderly collection.

The Company seeks payments from all past due customers through an aggressive customer communication process. Unless well-secured and in the process of collection, past due loans 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 December 31, 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

$

236,304

$

-

$

154

$

154

0.07%

Commercial real estate:

Non-owner occupied

312,848

-

478

478

0.15%

Owner occupied

248,755

-

1,570

1,570

0.63%

Construction

21,147

-

-

-

-

Consumer:

Home equity installment

47,571

-

-

-

-

Home equity line of credit

54,878

-

97

97

0.18%

Auto loans

118,029

-

78

78

0.07%

Direct finance leases *

24,803

64

-

64

0.26%

Other

8,013

-

-

-

-

Residential:

Real estate

325,861

-

572

572

0.18%

Construction

34,919

-

-

-

-

Loans held-for-sale

31,727

-

-

-

-

Total

$

1,464,855

$

64

$

2,949

$

3,013

0.21%

*Net of unearned lease revenue of $1.4 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 December 31, 2021 had been performing in accordance with their original terms, the Company would have recognized interest income with respect to such loans of $169 thousand.

The following tables set forth the activity in accruing and non-accruing TDRs as of the period indicated:

As of and for the year ended December 31, 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

519

-

-

519

Pay downs / payoffs

(103)

(37)

(6)

(146)

Charge offs

-

-

(65)

(65)

Ending balance

$

2,987

$

419

$

135

$

3,541

Number of loans

8

1

2

11

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 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 December 31, 2021, TDRs increased $0.3 million, or 10%, primarily due to the addition of a $0.5 million commercial real estate TDR in the fourth quarter offset by paydowns of $0.1 million and charge-offs for two non-accrual commercial real estate TDRs to a single borrower totaling $0.1 million. 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 December 31, 2021, there were a total of 11 TDRs by 8 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 December 31, 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 December 31, 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 December 31, 2021, foreclosed assets held-for-sale (ORE) increased from $256 thousand to $435 thousand, a $179 thousand increase, which was primarily attributed to one $236 thousand ORE property that was added during the first quarter of 2021.

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

2021

2020

(dollars in thousands)

Amount

#

Amount

#

Balance at beginning of period

$

256

6

$

349

7

Additions

969

7

770

10

Pay downs

-

(1)

Write downs

(16)

(36)

Sold

(775)

(8)

(826)

(11)

Balance at end of period

$

434

5

$

256

6

As of December 31, 2021, ORE consisted of five properties securing loans to five unrelated borrowers totaling $435 thousand. Four properties ($434 thousand) to four unrelated borrowers were added in 2021 and one property ($1 thousand) was added in 2017. Of the five properties, three properties are under agreement of sale and two properties are listed for sale.

As of December 31, 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 $1.7 million during 2021. The Company added $3.4 million in fixed assets from the Landmark merger and purchased $2.2 million in fixed assets throughout 2021. These increases were partially offset by $2.2 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 headquarters 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. On December 2, 2021, the Company announced it would be receiving an additional $2.0 million in RACP funding in support of the project. Although the Company was awarded the grants, funds will not be available until a final project is selected and certain requirements are met.

Other assets

During 2021, the $3.2 million, or 57%, increase in other assets was due mostly to a $3.1 million increase in deferred tax assets primarily from the reduction in unrealized gains in the investment portfolio.

Results of Operation

Earnings Summary

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.

Overview

For the year ended December 31, 2021, the Company generated net income of $24.0 million, or $4.48 per diluted share, compared to $13.0 million, or $2.82 per diluted share, for the year ended December 31, 2020. The $11.0 million, or 84%, increase in net income stemmed from $17.6 million more net interest income, $3.6 million in additional non-interest income and $3.3 million lower provision for loan losses which more than offset an $11.8 million rise in non-interest expenses and $1.7 million higher provision for income taxes.

For the year ended December 31, 2021, return on average assets (ROA) and return on average shareholders’ equity (ROE) were 1.13% and 12.69%, respectively, compared to 0.87% and 9.06% for the same period in 2020. The increase in ROA and ROE was the result of the growth in net income relative to the increase in average assets and equity during 2021.

Net interest income and interest sensitive assets / liabilities

Net interest income (FTE) increased $18.7 million, or 41%, from $45.3 million for the year ended December 31, 2020 to $64.0 million for the year ended December 31, 2021, due to the higher interest income and lower interest expense. Total average interest-earning assets increased $607.3 million while the FTE yields earned on these assets declined 27 basis points resulting in $17.0 million of growth in FTE interest income. The loan portfolio contributed the most to this growth due to average balance growth of $280.6 million which had the effect of producing $12.2 million more FTE interest income, including $2.0 million in additional fees earned under the Paycheck Protection Program (PPP). 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 $291.1 million producing $4.8 million in additional FTE interest income despite a decrease of 44 basis points in yields earned on investments. On the liability side, total interest-bearing liabilities grew $392.7 million in average balances with a 27 basis point decrease in rates paid on these interest-bearing liabilities. Growth in average interest-bearing deposits of $442.4 million was offset by the effect of a 26 basis point reduction in rates paid on these deposits lowering interest expense by $1.3 million. In addition, the Company utilized $49.7 million less in average borrowings in 2021 compared to 2020 resulting in $0.4 million less interest expense from borrowings.

The FTE net interest rate spread was unchanged at 3.16% for the years ended December 31, 2021 and 2020. The FTE net interest rate margin decreased by 7 basis points, respectively, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The yields earned on interest-earning assets declined at the same pace as the decline in the rates paid on interest-bearing liabilities causing the net interest rate spread to remain flat. The decrease in net interest rate margin was due to the higher average balance of interest-bearing cash. The overall cost of funds, which includes the impact of non-interest bearing deposits, decreased 21 basis points for the year ended December 31, 2021 compared to the same period in 2020. 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.

For 2022, the Company expects to operate in a rising interest rate environment. A rate environment with rising interest rates positions the Company to improve 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, the interest rate margin may experience compression. However for 2022, the Company anticipates net interest income to improve as growth in interest-earning assets would help mitigate an adverse impact of rate movements on cost of funds. 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 short-term rates throughout 2022. The 2022 focus is to manage net interest income after years of a low interest rate environment through a rising forecasted rate cycle by maintaining a reasonable spread. Interest income and interest expense are both projected to increase for 2022. Continued growth in the loan portfolios complemented with investment security growth is expected to boost interest income, and when coupled with a proactive relationship approach to deposit cost setting strategies should help mitigate spread compression and contain the interest rate margin from further reductions below acceptable levels.

The Company’s cost of interest-bearing liabilities was 0.26% for the year ended December 31, 2021, or 27 basis points lower than the cost for the year ended December 31, 2020. The decrease in interest paid on both deposits and borrowings contributed to the lower cost of interest-bearing liabilities. The FOMC is expected to increase the federal funds rate which could cause rates paid on deposits to rise from the current low levels. 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 declining 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 years indicated. Within the table, interest income was FTE adjusted, using the corporate federal tax rate of 21% for 2021, 2020 and 2019, 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. HELOC are included in the residential real estate category since they are secured by real estate. Net deferred loan fee/(cost) accretion/amortization of $3.8 million in 2021, $2.1 million in 2020 and ($0.7 million) in 2019, respectively, are included in interest income from loans. MNB and Landmark loan fair value purchase accounting adjustments of $3.0 million and $0.6 million are included in interest income from loans and $72 thousand and $213 thousand reduced interest expense on deposits for 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:


‎

(dollars in thousands)

2021

2020

2019

Average

Yield /

Average

Yield /

Average

Yield /

Assets

balance

Interest

rate

balance

Interest

rate

balance

Interest

rate

Interest-earning assets

Interest-bearing deposits

$

111,936 

$

148 

0.13 

%

$

76,404 

$

121 

0.16 

%

$

2,185 

$

47 

2.14 

%

Restricted investments in bank stock

3,181 

127 

4.00 

3,044 

162 

5.33 

4,208 

417 

9.92 

Investments:

Agency - GSE

89,754 

1,231 

1.37 

18,074 

301 

1.66 

5,934 

160 

2.69 

MBS - GSE residential

197,556 

2,837 

1.44 

145,343 

2,896 

1.99 

127,533 

3,473 

2.72 

State and municipal (nontaxable)

207,819 

6,171 

2.97 

89,350 

3,146 

3.52 

49,988 

2,195 

4.39 

State and municipal (taxable)

68,343 

1,281 

1.87 

19,555 

398 

2.03 

-

-

-

Other

27 

-

0.40 

89 

3 

3.42 

-

-

-

Total investments

563,499 

11,520 

2.04 

272,411 

6,744 

2.48 

183,455 

5,828 

3.18 

Loans and leases:

C&I and CRE (taxable)

712,838 

34,507 

4.84 

526,805 

24,485 

4.65 

317,023 

16,434 

5.18 

C&I and CRE (nontaxable)

48,574 

1,890 

3.89 

41,261 

1,579 

3.83 

34,056 

1,363 

4.00 

Consumer

180,991 

7,100 

3.92 

166,389 

6,690 

4.02 

159,937 

6,208 

3.88 

Residential real estate

357,557 

12,311 

3.44 

284,918 

10,810 

3.79 

221,136 

9,722 

4.40 

Total loans and leases

1,299,960 

55,808 

4.29 

1,019,373 

43,564 

4.27 

732,152 

33,727 

4.61 

Total interest-earning assets

1,978,576 

67,603 

3.42 

%

1,371,232 

50,591 

3.69 

%

922,000 

40,019 

4.34 

%

Non-interest earning assets

137,011 

124,433 

62,552 

Total assets

$

2,115,587 

$

1,495,665 

$

984,552 

Liabilities and shareholders' equity

Interest-bearing liabilities

Deposits:

Interest-bearing checking

$

608,441 

$

1,742 

0.29 

%

$

369,645 

$

1,405 

0.38 

%

$

234,603 

$

1,636 

0.70 

%

Savings and clubs

209,890 

113 

0.05 

148,505 

115 

0.08 

111,687 

139 

0.12 

MMDA

425,282 

957 

0.22 

280,344 

1,573 

0.56 

156,178 

2,290 

1.47 

Certificates of deposit

132,751 

644 

0.49 

135,487 

1,663 

1.23 

119,150 

2,111 

1.77 

Total interest-bearing deposits

1,376,364 

3,456 

0.25 

933,981 

4,756 

0.51 

621,618 

6,176 

0.99 

Secured borrowings

9,122 

156 

1.71 

-

-

-

-

-

-

Short-term borrowings

97 

1 

1.06 

49,165 

248 

0.50 

35,243 

878 

2.49 

FHLB advances

848 

26 

3.07 

10,608 

307 

2.90 

18,074 

500 

2.77 

Total interest-bearing liabilities

1,386,431 

3,639 

0.26 

%

993,754 

5,311 

0.53 

%

674,935 

7,554 

1.12 

%

Non-interest bearing deposits

517,599 

340,211 

195,393 

Non-interest bearing liabilities

22,322 

17,765 

13,517 

Total liabilities

1,926,352 

1,351,730 

883,845 

Shareholders' equity

189,235 

143,935 

100,707 

Total liabilities and shareholders' equity

$

2,115,587 

$

1,495,665 

$

984,552 

Net interest income - FTE

$

63,964 

$

45,280 

$

32,465 

Net interest spread

3.16

%

3.16

%

3.22

%

Net interest margin

3.23

%

3.30

%

3.52

%

Cost of funds

0.19

%

0.40

%

0.87

%

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:

Years ended December 31,

(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

$

50 

$

(23)

$

27 

$

156 

$

(82)

$

74 

Restricted investments in bank stock

7 

(42)

(35)

(95)

(160)

(255)

Investments:

Agency - GSE

992 

(62)

930 

222 

(81)

141 

MBS - GSE residential

877 

(936)

(59)

440 

(1,017)

(577)

State and municipal

3,537 

(615)

2,922 

1,599 

(558)

1,041 

Other

(1)

(2)

(3)

3 

-

3 

Total investments

5,405 

(1,615)

3,790 

2,264 

(1,656)

608 

Loans and leases:

Residential real estate

2,569 

(1,067)

1,502 

2,544 

(1,456)

1,088 

C&I and CRE

9,102 

1,177 

10,279 

9,960 

(1,730)

8,230 

Consumer

576 

(167)

409 

255 

227 

482 

Total loans and leases

12,247 

(57)

12,190 

12,759 

(2,959)

9,800 

Total interest income

17,709 

(1,737)

15,972 

15,084 

(4,857)

10,227 

Interest expense:

Deposits:

Interest-bearing checking

745 

(408)

337 

702 

(933)

(231)

Savings and clubs

39 

(41)

(2)

38 

(62)

(24)

Money market

588 

(1,204)

(616)

1,188 

(1,905)

(717)

Certificates of deposit

(33)

(986)

(1,019)

262 

(710)

(448)

Total deposits

1,339 

(2,639)

(1,300)

2,190 

(3,610)

(1,420)

Secured borrowings

156 

-

156 

-

-

-

Overnight borrowings

(377)

130 

(247)

255 

(885)

(630)

FHLB advances

(299)

18 

(281)

(215)

22 

(193)

Total interest expense

819 

(2,491)

(1,672)

2,230 

(4,473)

(2,243)

Net interest income

$

16,890 

$

754 

$

17,644 

$

12,854 

$

(384)

$

12,470 

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 twelve months ended December 31, 2021 and 2020, the Company recorded a provision for loan losses of $2.0 million and $5.3 million, respectively, a $3.3 million, or 62%, 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 twelve

months ended December 31, 2020, which was not similarly warranted during the twelve months ended December 31, 2021 due to the higher level of economic certainty in the Company’s operating area when compared to the year earlier period. At this time, management expects the required provision for loan losses for 2022 to replicate the 2021 amount, subject to the level and type of loan origination production and unperceived changes to the credit quality landscape during 2022.

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 twelve months ended December 31, 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 twelve months ended December 31, 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 year ended December 31, 2021, non-interest income amounted to $18.3 million, a $3.6 million, or 25%, increase compared to $14.7 million recorded for the year ended December 31, 2020. Interchange fees grew $1.1 million due to a higher volume of debit card transactions. Wealth management fees (fees from trust fiduciary activities and financial services) increased $0.7 million year-over-year as assets under management and administration grew from $364 million to $427 million. Gains on loan sales were $0.6 million higher for the year ended December 31, 2021 than the year earlier period due to the higher dollar amount of loans sold. Service charges on deposits increased $0.5 million. Earnings on bank-owned life insurance increased $0.4 million from the larger amount of BOLI due to the Landmark acquisition. Service charges on loans were $0.3 million higher in 2021 compared to 2020 primarily driven by more fees for commercial loans.

Other operating expenses

For the year ended December 31, 2021, total other operating expenses totaled $50.1 million, an increase of $11.8 million, or 31%, compared to $38.3 million for the year ended December 31, 2020. Merger related expenses were $0.5 million of this increase. Salaries and employee benefits contributed the most to the increase rising $5.4 million, or 27%, in 2021 compared to 2020. The basis of the increase includes $3.0 million higher salaries with more full-time equivalent employees, $1.7 million increase in employee bonuses, $0.8 million more in group insurance and $0.5 million higher commissions. These increases in salaries and employee benefits were partially offset by $0.9 million more in loan origination costs deferred. Premises and equipment expenses were $1.4 million higher due to an increase in depreciation, equipment maintenance and rental expenses. Advertising and marketing increased $1.0 million due to more advertising and donations in 2021. Professional services were $0.5 million higher due to pandemic-related expenses and higher consulting and audit expenses. The FDIC assessment was $0.4 million higher due to the larger average assets. Automated transaction processing expenses increased $0.3 million. Data processing and communications expense increased $0.3 million during 2021 compared to 2020 because of additional costs for data center services from more accounts and additional branches.

The ratios of non-interest expense less non-interest income to average assets, known as the expense ratio, at December 31, 2021 and 2020 were 1.50% and 1.58%, respectively. The expense ratio decreased because of increased levels of average assets. The efficiency ratio decreased from 63.92 % at December 31, 2020 to 60.92% at December 31, 2021 due to revenue increasing faster than expenses in 2021. For more information on the calculation of the efficiency ratio, see “Non-GAAP Financial Measures” located within this management’s discussion and analysis.

Provision for income taxes

The Company’s effective income tax rate approximated 14.3% in 2021 and 14.7% in 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 provision for income taxes increased $1.8 million, or 78%, from $2.2 million at December 31, 2020 to $4.0 million at December 31, 2021. The increase was primarily due to higher pre-tax income in 2021 which partially offset the effect of higher tax-exempt interest income. 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 deferred tax liabilities with a corresponding increase to provision for income taxes, while a corresponding opposite impact will occur to reduce deferred tax assets and provision for income taxes, resulting in a net valuation adjustment in the period when the tax rate change becomes effective.


‎

Comparison of Financial Condition as of December 31, 2020

and 2019 and Results of Operations for each of the Years then Ended

Executive Summary

On March 11, 2020, the World Health Organization declared a coronavirus, identified as COVID-19, a global pandemic. The Company began proactive initiatives in March 2020 to assist clients, Fidelity Bankers and communities impacted by the effects of the novel coronavirus pandemic. Management activated its established pandemic contingency plan response in March 2020 to ensure business continuity while assuring the health, safety and well-being of bankers, clients and the community. Special measures included:

Installing proper social distancing signs and markers, to include safety barriers for both bankers and clients that encourage proper separation as recommended by the CDC.

Encouraging use of online, mobile, telephone banking, night drop and ATMs to meet clients’ banking needs.

Adding resources to the Customer Care Center to manage increased call and chat volume.

Activating telecommunications capabilities to enable Fidelity Bankers to work-from-home, as appropriate.

Providing Fidelity Bankers personal protective equipment and disinfectant supplies when working on-site.

Scheduling in-person meetings by appointment only, observing the guidelines of social distancing and personal safety as recommended by health and safety officials.

Enhancing EPA approved cleaning and disinfecting protocols implemented at all locations, including utilizing ionization machines when required.

Increasing the fresh air intake and using anti-viral filters in all HVAC units, above OSHA regulations.

Conducting meetings virtually.

The Company incurred approximately $0.3 million in non-interest expenses during 2020 to implement programs and provide supplies and services in order to respond to the pandemic.

Nationally, the unemployment rate grew from 3.6% at December 31, 2019 to 6.7% at December 31, 2020. The unemployment rates in the Scranton - Wilkes-Barre - Hazleton and the Allentown – Bethlehem - Easton Metropolitan Statistical Areas (local) increased and the Scranton – Wilkes-Barre - Hazleton rate remained at a higher level than the national unemployment rate. According to the U.S. Bureau of Labor Statistics, the local unemployment rates at December 31, 2020 were 7.6% and 6.2%, respectively, an increase of 2.0 and 1.7 percentage points from the 5.6% and 4.5%, respectively, at December 31, 2019. The national and local unemployment rates rose as a result of the effects of the pandemic.

During 2020, the Company’s assets grew by 68% primarily from assets acquired from the merger with MNB and additional growth in deposits and retained net earnings, which were used to fund growth in the loan portfolio. Non-performing assets represented 0.39% of total assets as of December 31, 2020, down from 0.50% at the prior year end. Non-performing assets to total assets was lower during 2020 mostly due to non-performing assets increasing slower than the growth in total assets.

The Company generated $13.0 million in net income in 2020, up $1.4 million, or 13%, from $11.6 million in 2019. In 2020, our larger and well diversified balance sheet from organic and inorganic growth contributed to the success of our earnings performance.

Financial Condition

Consolidated assets increased $689.6 million, or 68%, to $1.7 billion as of December 31, 2020 from $1.0 billion at December 31, 2019. The increase in assets occurred primarily from assets acquired in the merger with MNB. Of the growth in net loans and leases, $132.1 million was from PPP loans. The asset growth was funded by utilizing growth in deposits of $673.8 million and $7.7 million in retained earnings, net of dividends declared.

Funds Provided:

Deposits

Total deposits increased $673.8 million, or 81%, from $835.7 million at December 31, 2019 to $1.5 billion at December 31, 2020. Non-interest bearing and interest-bearing checking accounts contributed the most to the deposit growth with increases of $215.5 million and $211.7 million, respectively. The Company acquired checking accounts from the merger with MNB and also added accounts in the Lehigh Valley after the merger. Expectations are that customers preferred to keep money in their checking accounts during this uncertain economic climate and did not spend as much as normal due to business and travel restrictions. Of the growth in non-interest bearing checking accounts, $116.8 million was new accounts in the Lehigh Valley. The remaining growth of over $98 million was primarily due to an increase in existing business and personal deposit account balances. The increase in interest-bearing checking accounts included $121.1 million in new deposits from the Lehigh Valley. The remaining increase of over $90 million was primarily due to seasonal tax cycles, business activity and relief from the CARES Act. Money market accounts increased $160.2 million, $97.7 million of which was added from the Lehigh Valley, and the remainder was mostly due to higher balances of personal and business accounts and shifts from other

types of deposit accounts. Savings accounts increased $74.8 million due to $53.4 million in accounts added in the Lehigh Valley and also an increase in personal account balances.

Additionally, CDs also increased $11.6 million with $42.3 million from accounts in the Lehigh Valley partially offset by runoff as rates dropped during 2020 and promos reached maturity.

The Company did not have any CDARs as of December 31, 2020 and 2019. As of December 31, 2020 and 2019, ICS reciprocal deposits represented $46.2 million and $19.7 million, or 3% and 2%, of total deposits which are included in interest-bearing checking accounts in the table above. The $26.5 million increase in ICS deposits is primarily due to public funds deposit transfers from other interest-bearing checking accounts to ICS accounts.

Short-term borrowings

Short-term borrowings decreased $37.8 million during 2020 as a result of deposit growth.

FHLB advances

During 2020, the Company paid off $10.0 million in FHLB advances with a weighted average interest rate of 2.97%. During the second quarter of 2020, the Company acquired $7.6 million of FHLB advances from the MNB merger that was subsequently paid off. At December 31, 2019, the Company had $15.0 million in FHLB advances with a weighted average interest rate of 3.01%. As of December 31, 2020, the Company had the ability to borrow an additional $428.7 million from the FHLB.

Funds Deployed:

Investment Securities

As of December 31, 2020, the carrying value of investment securities amounted to $392.4 million, or 23% of total assets, compared to $185.1 million, or 18% of total assets, at December 31, 2019.

Investment securities were comprised of AFS securities as of December 31, 2020 and 2019. The AFS securities were recorded with a net unrealized gain of $11.3 million and a net unrealized gain of $4.5 million as of December 31, 2020 and 2019, respectively. Of the net improvement in the unrealized gain position of $6.8 million, $4.5 million was net unrealized gains on municipal securities, $2.2 million was net unrealized gains on mortgage-backed securities and $0.1 million was net unrealized gains on agency securities.

As of December 31, 2020, the Company had $278.4 million in public deposits, or 18% of total deposits. As of December 31, 2020, the balance of pledged securities required for deposit accounts was $270.4 million, or 69% of total securities.

During the year ended December 31, 2020, the Company did not incur other-than-temporary impairment charges from its investment securities portfolio.

During 2020, the carrying value of total investments increased $207.3 million, or 112%. The Company acquired securities with a fair value of $123.4 million as a result of the merger with MNB on May 1, 2020. The Company immediately sold $107.4 million of these securities. During the second quarter of 2020, the Company implemented an investment strategy to redeploy the acquired portfolio that was liquidated on May 1, 2020. The re-investment strategy was completed in the third quarter of 2020.

As of December 31, 2020, 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 December 31, 2020 were 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

$

-

-

%

$

204 

4.19 

%

$

5,154 

3.43 

%

$

141,902 

2.75 

%

$

147,260 

2.77 

%

State & municipal subdivisions

-

-

1,003 

6.02 

22,456 

1.67 

176,254 

3.51 

199,713 

3.31 

Agency - GSE

-

-

6,336 

2.70 

33,634 

1.09 

5,477 

1.45 

45,447 

1.35 

Total debt securities

$

-

-

%

$

7,543 

3.18 

%

$

61,244 

1.50 

%

$

323,633 

3.14 

%

$

392,420 

2.88 

%

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

Atlantic Community Bankers Bank (ACBB) stock totaling $45 thousand was acquired from the merger with MNB. The dividends received from the FHLB totaled $203 thousand and $343 thousand for the years ended December 31, 2020 and 2019, respectively. The balance in FHLB and ACBB stock was $2.8 million and $4.4 million as of December 31, 2020 and 2019, respectively.

Loans and leases

As of December 31, 2020, the Company had gross loans and leases totaling $1.1 billion compared to $754 million at December 31, 2019, an increase of $366 million, or 49%.

The increase resulted primarily from $210 million in loans acquired from the merger with MNB and $130 million in loans, net of deferred fees, originated under the PPP primarily during the second quarter 2020 that were still outstanding at year-end.

As of December 31, 2020, Company-originated loans, excluding the PPP loans, totaled $781 million compared with $754 million as of December 31, 2019, an increase of $27 million, or 4%, primarily in the residential real estate loan held-for-investment portfolio, resulting from loan modifications to refinance existing loans at market rates to qualified customers.

Commercial and industrial and commercial real estate

As of December 31, 2020, the commercial loan portfolio totaled $663 million and consisted of commercial and industrial (C&I) and commercial real estate (CRE) loans. Company-originated loans totaled $502 million and acquired loans from MNB totaled $161 million. As of December 31, 2019, the commercial loan portfolio totaled $358 million. and therefore, loans originated by the Company experienced a $144 million, or 40%, year-over-year increase.

Company-originated loans, net of fees, excluding $130 million in PPP loans, which were recorded as C&I loans, increased $14 million, or 4%, from $358 million as of December 31, 2019 to $372 million as of December 31, 2020.

This increase resulted primarily from the origination of a $7.2 million C&I loan and a $6.5 million CRE loan during the fourth quarter.

Paycheck Protection Program Loans

During the second and third quarter, the Company originated 1,551 loans totaling $159 million under the Paycheck Protection Program, and during the fourth quarter, the Company began the process of submitting PPP forgiveness applications to the SBA. As of December 31, 2020, the remaining principal balance of these loans was $132 million as the Company received full and partial forgiveness totaling $27 million, or 17% of the balance originated.

As a PPP lender, the Company received fee income of approximately $5.6 million. The Company recognized $3.3 million of PPP fee income during the second, third, and fourth quarters of 2020 with the remaining amount to be recognized in future quarters. Unearned fees attributed to PPP loans net of fees paid to referral sources, as prescribed by the SBA under the PPP program, was $2.2 million as of December 31, 2020.

Consumer

As of December 31, 2020, the consumer loan portfolio totaled $216 million and consisted of home equity installment, home equity line of credit, auto, direct finance leases and other consumer loans. Company-originated loans totaled $205 million and acquired loans from MNB totaled $11 million. As of December 31, 2019, the consumer loan portfolio totaled $212 million. The $4 million, or 2%, increase in the consumer loan portfolio was due to the MNB acquisition.

Net of MNB-acquired loans, company-originated loans decreased by $7 million, or 3%. This reduction in company-originated consumer loans was primarily the result of net runoff in the auto loan portfolio, the result of COVID-19’s impact on car sales during the second and third quarters of 2020.

Residential

As of December 31, 2020, the residential loan portfolio totaled $242 million and consisted primarily of held-for-investment residential loans for primary residences. Company-originated loans totaled $204 million and acquired loans from MNB totaled $38 million. As of December 31, 2019, the residential loan portfolio totaled $185 million. The $57 million, or 31%, increase in the residential loan portfolio was primarily due to the MNB acquisition.

Net of MNB-acquired loans, Company-originated loans increased by $19 million, or 10%, mainly due to $29 million in 145 mortgage modifications to refinance existing loans at market rates to qualified customers.

Loans held-for-sale

As of December 31, 2020 and 2019, loans HFS consisted of residential mortgages with carrying amounts of $29.8 million and $1.6 million, respectively, which approximated their fair values. During the year ended December 31, 2020, residential mortgage loans with principal balances of $155.1 million were sold into the secondary market and the Company recognized net gains of $3.5 million, compared to $52.4 million and $0.8 million, respectively, during the year ended December 31, 2019. During the year ended December 31, 2020, the Company also sold one SBA guaranteed loan with a principal balance of $0.6 million and recognized a net gain of $93 thousand compared to two SBA guaranteed loans with principal balances of $0.3 million and recognized a net gain on the sale of $34 thousand during the year ended December 31, 2019.

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 December 31, 2020 and 2019, the servicing portfolio balance of sold residential mortgage loans was $366.5 million and $302.3 million, respectively, with mortgage servicing rights of $1.3

million and $1.0 million for the same periods, respectively.

Allowance for loan losses

For the year ended December 31, 2020, the allowance increased $4.5 million, or 46%, to $14.2 million from $9.7 million at December 31, 2019 due to provisioning of $5.3 million partially offset by $0.8 million in net charge-offs.

For the year ended December 31, 2020, total loans, which represent gross loans less unearned lease revenue, increased $366 million, or 49%, to $1.1 billion compared to $753 million at December 31, 2019.

The increase in the loan portfolio resulted primarily from $210 million in loans, net of deferred costs, acquired in the merger with MNB and $130 million in loans originated under the PPP, net of deferred fees, primarily during the second quarter 2020.

Loans acquired from the MNB merger (performing and non-performing) were initially recorded at their acquisition-date fair values. Because 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.

For the year ended December 31, 2020, the loan portfolio increased by 49% while the allowance for loan losses increased by 46% during the same period. This caused the allowance for loan and lease losses to decrease slightly as a percentage of total loans to 1.27% from 1.29% at December 31, 2019. Loan growth exceeded allowance for loan and lease losses growth because $340 million in loans, or 30% of the loan portfolio, included loans acquired from the MNB merger and PPP loans.

As of December 31, 2020, the loan portfolio, net of PPP loans and MNB acquired loans, totaled $780 million, an increase of $27 million, or 4%, from $754 million as of December 31, 2019.

During the first quarter of 2020, management increased the qualitative factors associated with its commercial, consumer, and residential portfolios related to potential adverse changes in both the volume and severity of past due and non-accrual loans along with national and local economic conditions as a result of the COVID-19 pandemic. A statewide shutdown of non-essential business activity was ordered on March 16th in Pennsylvania. General economic reports and data indicate a recession with elevated unemployment and sustained low inflation. The duration and severity of the recession or the ultimate path of the recovery was not known at that point.

During the second quarter of 2020, management increased the qualitative factors associated with its loan portfolio, despite the decrease in the Company-originated loan portfolio, to recognize higher inherent risk characteristics for loans that were deemed to have greater exposure to the economic impact of the COVID-19 pandemic. These characteristics included loans that received forbearance of any kind (see COVID-19 Accommodations in this section below), loans that were in high risk industries, and loans that had prior delinquency of over 60 days. High risk industries include hotel accommodations, food service, energy, recreation, certain parts of the transportation segment, and other service industries. The duration and severity of the recession or the ultimate path of the recovery remained uncertain.

During the third quarter of 2020, management increased the qualitative factors associated with its loan portfolio by estimating higher inherent risk characteristics for loans that received second, COVID-related deferrals. Management further modeled the potential impact on the existing loan portfolio given the potential negative impact to the local economy given a lack of further COVID-related fiscal stimulus.

During the fourth quarter of 2020, management increased the qualitative factors associated with its loan portfolio by estimating higher inherent risk characteristics for loans that received COVID-related deferrals during the fourth quarter (both first time and additional deferrals). Management further modeled the potential impact on the existing loan portfolio given the prolonged duration of the COVID-19 pandemic and the associated restrictions, with a greater relative increase in qualitative factors to the commercial portfolio compared to the residential and consumer portfolios.

For the year ended December 31, 2020, net charge-offs against the allowance totaled $0.8 million compared with $1.1 million for the year ended December 31, 2019, representing a $0.3 million, or 27%, decrease. The decrease was attributed to a $0.2 million recovery during the first quarter of 2020 in the form of a reimbursement from the Federal National Mortgage Association (“FNMA”) for previously sold mortgages charged-off during the third quarter of 2019. Excluding this recovery, net charge-offs for the year ended December 31, 2020 would have shown an improvement, decreasing by $0.1 million, or 9%, over the prior year.

The allocation of the allowance for the commercial loan portfolio, which is comprised of CRE and C&I loans, accounted for approximately 62% of the total allowance for loan losses at December 31, 2020, which represents a six percentage point increase from 56% of the total allowance for loan losses at December 31, 2019 and a seven percentage point increase from the 55% of the total allowance for loan and lease losses at December 31, 2018.

The increase in the allowance allocated to the commercial portfolio was attributed to the recognition of increased inherent risk due to the economic impact of the COVID-19 pandemic.

The allocation of the allowance for the consumer loan portfolio, accounted for approximately 18% of the total allowance for loan losses at December 31, 2020, which represents a three percentage point decrease from 21% of the total allowance for loan losses at December 31, 2019 and a eight percentage point decrease from 26% of the total allowance for loan losses at December 31, 2018.

The decrease in the allowance allocated to the consumer loan portfolio was attributed to the relative decrease in the percentage of consumer loans in the portfolio.

The allocation of the allowance for the residential real estate portfolio, accounted for approximately 20% of the total allowance for loan losses at December 31, 2020, which represents a three percentage point decrease from 23% of the total allowance for loan losses at December 31, 2019 and a one percentage point increase from 19% of the total allowance for loan losses at December 31, 2018.

The year-over-year decrease in the allowance allocated to the residential real estate portfolio was attributed to the relative decrease in the percentage of residential loans in the portfolio.

The unallocated amount represents the portion of the allowance not specifically identified with a loan or groups of loans. The unallocated reserve was less than 1% of the total allowance for loan losses at December 31, 2020, unchanged from less than 1% of the total allowance for loan losses at December 31, 2019 and December 31, 2018.

Non-performing assets

Non-performing assets represented 0.39% of total assets at December 31, 2020 compared with 0.50% at December 31, 2019. The year-over-year improvement in the non-performing assets ratio was the result of the $690 million, or 68%, increase in total assets to $1.7 billion at December 31, 2020 outpacing the $1.7 million, or 32%, increase in non-performing assets.

As of December 31, 2020, non-performing assets increased to $6.7 million from $5.0 million at December 31, 2019. The $1.7 million year-over-year increase resulted from a $1.6 million increase in accruing TDRs and a $0.1 million increase in non-accrual loans.

From December 31, 2019 to December 31, 2020, non-accrual loans increased $0.1 million, or 3%, from $3.7 million to $3.8 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. At December 31, 2019, there were a total of 44 loans to 34 unrelated borrowers with balances that ranged from less than $1 thousand to $0.5 million. The $0.1 million increase in non-accrual loans was the result of $2.9 million in new non-accruals, $0.2 million in expenses added to balances, $1.7 million in payments, $0.8 million in charge-offs and $0.5 million in transfers to ORE.

There were two direct finance leases totaling $61 thousand that were over 90 days past due as of December 31, 2020 compared to no loans over 90 days past due as of December 31, 2019.

If the non-accrual loans that were outstanding as of December 31, 2020 had been performing in accordance with their original terms, the Company would have recognized interest income with respect to such loans of $186 thousand.

From December 31, 2019 to December 31, 2020, TDRs increased $1.7 million, or 108%, due to two loans totaling $1.6 million to a single commercial borrower modified during the third quarter being designated as TDRs and two loans totaling $0.2 million to a single commercial borrower modified during the fourth quarter being designated as TDRs. At December 31, 2019, there were a total of 8 TDRs by 7 unrelated borrowers with balances that ranged from $80 thousand to $0.5 million. At December 31, 2020, there were a total of 12 TDRs by 9 unrelated borrowers with balances that ranged from $5 thousand to $1.3 million.

Loans modified in a TDR may or may not be placed on non-accrual status. At December 31, 2020, there were four TDRs totaling $0.7 million that were on non-accrual status compared to two TDRs totaling $0.6 million at December 31, 2019.

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 December 31, 2020, the Company had 10 temporary modifications with principal balances totaling $2.2 million outstanding, which included 5 additional deferral requests for temporary forbearance modifications totaling $0.7 million and 7 first requests for temporary forbearance modifications totaling $1.5 million.

Foreclosed assets held-for-sale

From December 31, 2019 to December 31, 2020, foreclosed assets held-for-sale (ORE) declined from $349 thousand to $256 thousand, a $93 thousand, or 27%, decrease. Two properties to two unrelated borrowers for $338 thousand were added during the second quarter and eight properties to four unrelated borrowers for $432 thousand were added during the third quarter. Two properties were sold for $250 thousand during the first quarter, two properties were sold for $281 thousand during the second quarter, one property securing one loan was sold for $14 thousand during the third quarter, and two properties were sold for $37 thousand in the fourth quarter. The Company also sold one of two properties securing one loan for $142

thousand and two of four properties securing another loan relationship for $82 thousand in the third quarter, and one of four properties securing one loan relationship for $20 thousand in the fourth quarter. Further, one foreclosed asset was written down by $14 thousand to fair market value in the third quarter and one foreclosed asset was written down by $22 thousand to fair market value in the fourth quarter.

As of December 31, 2020, ORE consisted of six properties securing loans to six unrelated borrowers totaling $256 thousand. Four properties ($223 thousand) to four unrelated borrowers were added in 2020; one property ($32 thousand) was added in 2019; one property ($1 thousand) was added in 2017.

As of December 31, 2020, the Company had no other repossessed assets held-for-sale compared to two other repossessed assets held-for-sale, with a balance of $20 thousand as of December 31, 2019.

Cash surrender value of bank owned life insurance

In December 2020, the Company invested in $6 million in BOLI and $5 million in BOLI with annuity rider investments.

Premises and equipment

Net of depreciation, premises and equipment increased $6.1 million during 2020. Additions of $1.6 million and assets acquired from the merger of $6.9 million were partially offset by $1.9 million of depreciation expense in 2020.

Other assets

During 2020, the $1.2 million, or 26%, increase in other assets was due mostly to $0.6 million higher prepaid expenses, $0.4 million in additional miscellaneous receivable and $0.3 million increase in mortgage servicing rights partially offset by $0.4 million lower prepaid dealer reserve.

Results of Operations

Overview

For the year ended December 31, 2020, the Company generated net income of $13.0 million, or $2.82 per diluted share, compared to $11.6 million, or $3.03 per diluted share, for the year ended December 31, 2019. The $1.4 million, or 13%, increase in net income stemmed from $12.5 million more net interest income and $4.5 million in additional non-interest income which more than offset a $11.4 million rise in non-interest expenses and $4.2 million higher provision for loan losses. The increase in non-interest expenses was driven by merger-related expenses incurred in connection with the acquisition of MNB along with the impact of adding the operations of MNB.

For the year ended December 31, 2020, return on average assets (ROA) and return on average shareholders’ equity (ROE) were 0.87% and 9.06%, respectively, compared to 1.18% and 11.49% for the same period in 2019. The decrease in ROA and ROE was the result of net income growing at a slower pace than average assets and equity during 2020.

Net interest income and interest sensitive assets / liabilities

Net interest income (FTE) increased $12.8 million, or 39%, from $32.5 million for the year ended December 31, 2019 to $45.3 million for the year ended December 31, 2020, due to interest income increasing more rapidly than interest expense. Total average interest-earning assets increased $449.2 million while the FTE yields earned on these assets declined 65 basis points resulting in $10.6 million of growth in FTE interest income. The loan portfolio drove this growth due to average balance growth of $287.2 million which had the effect of producing $9.8 million of FTE interest income. 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 $89.0 million producing $0.9 million in additional FTE interest income despite a decrease of 70 basis points in yields earned on investments. On the liability side, total interest-bearing liabilities grew $318.8 million on average with a 58 basis point decrease in rates paid on these interest-bearing liabilities. Growth in average interest-bearing deposits of $312.4 million was offset by the effect of a 48 basis point reduction in rates paid on these deposits lowering interest expense by $1.4 million. In addition, lower rates paid on average borrowings in 2020 compared to 2019 resulted in $0.8 million less interest expense.

The FTE net interest rate spread and margin decreased by 7 and 22 basis points, respectively, for the year ended December 31, 2020 compared to the year ended December 31, 2019. The yields earned on interest-earning assets declined faster than the rates paid on interest-bearing liabilities causing the decline in net interest rate spread. The overall cost of funds, which includes the impact of non-interest bearing deposits, decreased 47 basis points for the year ended December 31, 2020 compared to the same period in 2019. The primary reason for the decline was the reduction in rates paid on deposits and borrowings.

The Company’s cost of interest-bearing liabilities was 0.53% for the year ended December 31, 2020, or 59 basis points lower than the cost for the year ended December 31, 2019. The decrease in interest paid on both deposits and borrowings contributed to the lower cost of interest-bearing liabilities.


‎

Provision for loan losses

For the year ended December 31, 2020 and 2019, the Company recorded a provision for loan losses of $5.3 million and $1.1 million, respectively, a $4.2 million, or 384%, increase. Management increased the provision by $1.7 million, $1.2 million, and $1.3 million during the second, third, and fourth quarters of 2020, respectively, compared to the prior year periods.

The increase in the provision for loan losses from the year earlier period was primarily attributed to higher credit losses inherent within the loan portfolio because of the COVID-19 crisis.

Other income

For the year ended December 31, 2020, non-interest income amounted to $14.7 million, a $4.5 million, or 44%, increase compared to $10.2 million recorded for the year ended December 31, 2019. Gains on loan sales contributed the most to the increase with $2.7 million more recognized for the year ended December 31, 2020 than the year earlier period due to heightened mortgage activity. Interchange fees grew $0.9 million due to a higher volume of debit card transactions. Service charges on loans were $0.6 million higher in 2020 compared to 2019 primarily driven by more service charges on mortgage loans. Fees from trust fiduciary activities increased $0.4 million year-over-year. While non-sufficient fund charges primarily led the $0.2 million reduction of deposit service charges throughout 2020 compared to 2019 activities.

Other operating expenses

For the year ended December 31, 2020, total other operating expenses totaled $38.3 million, an increase of $11.4 million, or 42%, compared to $26.9 million for the year ended December 31, 2019. Merger related expenses were $2.0 million of this increase. Salaries and employee benefits contributed the most to the increase rising $5.1 million, or 34%, in 2020 compared to 2019. The basis of the increase includes $3.3 million more salaries with more full-time equivalent employees, $1.0 million more in commissions, $0.9 million more in employee bonuses, $0.4 million more in social security taxes, $0.4 million more in group insurance, $0.3 million more in stock-based compensation and $0.2 million more in 401k expenses. These increases in salaries and employee benefits were partially offset by $1.4 million more in loan origination costs deferred. Premises and equipment expenses were $1.5 million higher due to an increase in depreciation, equipment maintenance and rental expenses and expenses for pandemic response. Professional services were $1.5 million higher due to pandemic-related expenses and higher legal and audit expenses. Advertising and marketing increased $0.7 million due to more donations in 2020. Data processing and communications expense increased $0.5 million during 2020 compared to 2019 because of additional costs for data center services from more accounts and additional branches. The Company incurred a $0.5 million FHLB prepayment penalty during 2020. Automated transaction processing expenses increased $0.3 million. Partially offsetting these increases in expenses was a decrease of $0.7 million in other expenses due to higher loan origination cost deferrals from PPP lending and mortgage activity.

The ratios of non-interest expense less non-interest income to average assets, known as the expense ratio, at December 31, 2020 and 2019 were 1.58% and 1.70%, respectively. The expense ratio decreased because of increased levels of average assets. The efficiency ratio increased from 63.11 % at December 31, 2019 to 63.92% at December 31, 2020 due to the increase in non-interest expenses in 2020.

Provision for income taxes

The Company’s effective income tax rate approximated 14.7% in 2020 and 16.7% in 2019. 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 provision for income taxes decreased $0.1 million, or 3%, from $2.3 million at December 31, 2019 to $2.2 million at December 31, 2020. The decrease was primarily due to higher tax-exempt interest income in 2020 which offset the effect of higher pre-tax income.

Off-Balance Sheet Arrangements and Contractual Obligations

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 and lease obligations.

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.

In addition to lending commitments, the Company has contractual obligations related to operating lease and capital lease commitments. Operating lease commitments are obligations under various non-cancelable operating leases on buildings and land used for office space and banking purposes. Capital lease commitments are obligations on buildings and equipment.

The following table presents, as of December 31, 2021, the Company’s significant determinable contractual obligations and significant commitments by payment date. The payment amounts represent those amounts contractually due to the recipient, excluding interest:

Over one

Over three

One year

year through

years through

Over

(dollars in thousands)

or less

three years

five years

five years

Total

Contractual obligations:

Certificates of deposit

$

104,801

$

25,007

$

8,121

$

798

$

138,727

Secured borrowings

766

2,726

-

6,952

10,444

Operating leases

619

1,208

1,227

10,482

13,536

Finance leases

247

384

308

463

1,402

Commitments:

Letters of credit

3,370

967

-

2,015

6,352

Loan commitments (1)

39,761

-

-

-

39,761

Total

$

149,564

$

30,292

$

9,656

$

20,710

$

210,222

(1)Available credit to borrowers in the amount of $267.1 million is excluded from the above table since, by its nature, the borrowers may not have the need for additional funding, and, therefore, the credit may or may not be disbursed by the Company.

Related Party Transactions

Information with respect to related parties is contained in Note 16, “Related Party Transactions”, within the notes to the consolidated financial statements, and incorporated by reference in Part II, Item 8.

Impact of Accounting Standards and Interpretations

Information with respect to the impact of accounting standards is contained in Note 19, “Recent Accounting Pronouncements”, within the notes to the consolidated financial statements, and incorporated by reference in Part II, Item 8.

Impact of Inflation and Changing Prices

The consolidated financial statements and notes thereto presented herein have been prepared in accordance with U.S. GAAP, which requires the measurement of the Company’s financial condition and results of operations in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial businesses, most all of the Company’s assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation as interest rates do not necessarily move in the same direction or, to the same extent, as the price of goods and services.

Capital Resources

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 ratios represent capital as a percentage of total risk-weighted assets and certain off-balance sheet items. The guidelines require all banks and bank holding companies to maintain minimum ratios for capital adequacy purposes. Refer to the information with respect to capital requirements contained in Note 15, “Regulatory Matters”, within the notes to the consolidated financial statements, and incorporated by reference in Part II, Item 8.

During the year ended December 31, 2021, total shareholders' equity increased $45.1 million, or 27%, due principally from the $35.1 million in common stock issued as a result of the merger with Landmark. Capital was further enhanced by $24.0 million in net income added into retained earnings, $0.3 million from investments in the Company’s common stock via the Employee Stock Purchase Plan (ESPP) and $1.1 million from stock-based compensation expense from the ESPP and restricted stock and SSARs. These items were partially offset by a $8.8 million after tax reduction in the net unrealized gain position in the Company’s investment portfolio and $6.6 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 27.5% for the year ended December 31, 2021. The balance of earnings is retained to further strengthen the Company’s capital position. The Company’s sources (uses) of capital during the previous five years are indicated below:

Cash

Other retained

DRP

Issuance of

Changes in

Net

dividends

earnings

Earnings

and ESPP

common stock

AOCI and

Capital

(dollars in thousands)

income

declared

adjustments

retained

infusion

for acquisition

other changes

retained

2021

$

24,008 

$

(6,608)

$

-

$

17,400 

$

270 

$

35,056 

$

(7,667)

$

45,059 

2020

13,035 

(5,378)

-

7,657 

219 

45,408 

6,551 

59,835 

2019

11,576 

(4,037)

(91)

7,448 

175 

-

5,655 

13,278 

2018

11,006 

(3,708)

421 

7,719 

460 

-

(2,005)

6,174 

2017

8,716 

(3,285)

(308)

5,123 

457 

-

1,172 

6,752 

As of December 31, 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 decline during 2021 was from $8.8 million in net unrealized losses on AFS securities, net of tax. Lower unrealized gains and higher unrealized losses on all types of securities contributed to the net unrealized losses 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, a rising rate environment is expected and during the period of rising 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 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.

See the section entitled “Supervision and Regulation”, below for a discussion on regulatory capital changes and other recent enactments, including a summary of the federal banking agencies final rules to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act.

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 December 31, 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 year ended December 31, 2021, the Company generated $27.5 million of cash. During the period, the Company’s operations provided approximately $7.2 million mostly from $62.5 million of net cash inflow from the components of net interest income partially offset by $24.4 million in originations of loans HFS over proceeds; net non-interest expense/income related payments of $28.7 million and $2.7 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 other government stimulus and less consumer spending. 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.

As of December 31, 2021, the Company maintained $96.9 million in cash and cash equivalents and $770.7 million of investments AFS and loans HFS. Also as of December 31, 2021, the Company had approximately $568.9 million available to borrow from the FHLB, $31.0 million from correspondent banks, $91.7 million from the FRB and $361.5 million from the IntraFi Network One-Way Buy program. The combined total of $1,920.7 million represented 79% of total assets at December 31, 2021. Management believes this level of liquidity to be strong and adequate to support current operations.

For a discussion on the Company’s significant determinable contractual obligations and significant commitments, see “Off-Balance Sheet Arrangements and Contractual Obligations,” above.

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 December 31, 2021, the Company maintained a one-year cumulative gap of positive (asset sensitive) $47.8 million, or 2%, 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 reflects the re-pricing of the balance sheet or “gap” position at December 31, 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

$

69,560

$

-

$

-

$

27,317

$

96,877

Investment securities (1)(2)

9,920

37,192

110,728

584,346

742,186

Loans and leases(2)

391,297

246,985

416,267

394,682

1,449,231

Fixed and other assets

-

52,745

-

78,065

130,810

Total assets

$

470,777

$

336,922

$

526,995

$

1,084,410

$

2,419,104

Total cumulative assets

$

470,777

$

807,699

$

1,334,694

$

2,419,104

Non-interest-bearing transaction deposits (3)

$

-

$

59,087

$

162,209

$

368,987

$

590,283

Interest-bearing transaction deposits (3)

589,521

-

340,508

510,760

1,440,789

Certificates of deposit

34,942

69,859

25,007

8,985

138,793

Secured borrowings

5,282

1,246

2,668

1,424

10,620

Other liabilities

-

-

-

26,890

26,890

Total liabilities

$

629,745

$

130,192

$

530,392

$

917,046

$

2,207,375

Total cumulative liabilities

$

629,745

$

759,937

$

1,290,329

$

2,207,375

Interest sensitivity gap

$

(158,968)

$

206,730

$

(3,397)

$

167,364

Cumulative gap

$

(158,968)

$

47,762

$

44,365

$

211,729

Cumulative gap to total assets

-6.6%

2.0%

1.8%

8.8%

(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 December 31, 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 December 31, 2021 levels:

% change

Rates +200

Rates -200

Earnings at risk:

Net interest income

(1.8)

%

(4.2)

%

Net income

(2.4)

(9.1)

Economic value at risk:

Economic value of equity

(2.1)

(33.6)

Economic value of equity as a percent of total assets

(0.3)

(4.8)

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 December 31, 2021, the Company’s risk-based capital ratio was 14.51%.

The table below summarizes estimated changes in net interest income over a twelve-month period beginning January 1, 2022, 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

$

66,707

$

(1,240)

(1.8)

%

+100 basis points

66,929

(1,018)

(1.5)

Flat rate

67,947

-

-

-100 basis points

67,556

(391)

(0.6)

-200 basis points

65,109

(2,838)

(4.2)

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.

Supervision and Regulation

The following is a brief summary of the regulatory environment in which the Company and the Bank operate and is not designed to be a complete discussion of all statutes and regulations affecting such operations, including those statutes and regulations specifically mentioned herein. Changes in the laws and regulations applicable to the Company and the Bank can affect the operating environment in substantial and unpredictable ways. We cannot accurately predict whether legislation will ultimately be enacted, and if enacted, the ultimate effect that legislation or implementing regulations would have on our financial condition or results of operations. While banking regulations are material to the operations of the Company and the Bank, it should be noted that supervision, regulation and examination of the Company and the Bank are intended primarily for the protection of depositors, not shareholders.

Tax Cuts and Jobs Act of 2017

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. Among other changes, the Tax Act reduces the Company’s federal corporate income tax rate from 34% to 21% effective January 1, 2018. The Company anticipates that this tax rate change should reduce its federal income tax liability in future years beginning with 2018. However, the Company did recognize certain effects of the tax law changes in 2017. U.S. generally accepted accounting principles require companies to re-value their deferred tax assets and liabilities as of the date of enactment, with resulting tax

effects accounted for in the reporting period of enactment. Since the enactment took place in December 2017, the Company revalued its net deferred tax liabilities in the fourth quarter of 2017 resulting in a $1.1 million addition to earnings in 2017.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act (SOX), also known as the “Public Company Accounting Reform and Investor Protection Act,” was established in 2002 and introduced major changes to the regulation of financial practice. SOX represents a comprehensive revision of laws affecting corporate governance, accounting obligations, and corporate reporting. SOX is applicable to all companies with equity or debt securities that are either registered, or file reports under the Securities Exchange Act of 1934. In particular, SOX establishes: (i) requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding financial statements for the Principal Executive Officer and Principal Financial Officer of the reporting company; (iii) standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) increased civil and criminal penalties for violations of the securities laws.

Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA)

The FDICIA established five different levels of capitalization of financial institutions, with “prompt corrective actions” and significant operational restrictions imposed on institutions that are capital deficient under the categories. The five categories are:

well capitalized;

adequately capitalized;

undercapitalized;

significantly undercapitalized, and

critically undercapitalized.

To be considered well capitalized, an institution must have a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 8%, a leverage capital ratio of at least 5%, and must not be subject to any order or directive requiring the institution to improve its capital level. An institution falls within the adequately capitalized category if it has a total risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at least 6%, and a leverage capital ratio of at least 4%. Institutions with lower capital levels are deemed to be undercapitalized, significantly undercapitalized or critically undercapitalized, depending on their actual capital levels. In addition, the appropriate federal regulatory agency may downgrade an institution to the next lower capital category upon a determination that the institution is in an unsafe or unsound condition, or is engaged in an unsafe or unsound practice. Institutions are required under the FDICIA to closely monitor their capital levels and to notify their appropriate regulatory agency of any basis for a change in capital category.

Regulatory oversight of an institution becomes more stringent with each lower capital category, with certain “prompt corrective actions” imposed depending on the level of capital deficiency.

Recent Legislation and Rulemaking

Regulatory Capital Changes

In July 2013, the federal banking agencies issued final rules to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act. The phase-in period for community banking organizations began on January 1, 2015, while larger institutions (generally those with assets of $250 billion or more) began compliance on January 1, 2014. The final rules call for the following capital requirements:

A minimum ratio of common tier 1 capital to risk-weighted assets of 4.5%.

A minimum ratio of tier 1 capital to risk-weighted assets of 6%.

A minimum ratio of total capital to risk-weighted assets of 8% (no change from current rule).

A minimum leverage ratio of 4%.

In addition, the final rules established a common equity tier 1 capital conservation buffer of 2.5% of risk-weighted assets applicable to all banking organizations. If a banking organization fails to hold capital above the minimum capital ratios and the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments. The phase-in period for the capital conservation and countercyclical capital buffers for all banking organizations began on January 1, 2016.

Under the proposed rules, accumulated other comprehensive income (AOCI) would have been included in a banking organization’s common equity tier 1 capital. The final rules allow community banks to make a one-time election not to include these additional components of AOCI in regulatory capital and instead use the existing treatment under the general risk-based capital rules that excludes most AOCI components from regulatory capital. The Company made the opt-out election in the first call report or FR Y-9 series report that was filed after the financial institution became subject to the final rule.

The final rules permanently grandfather non-qualifying capital instruments (such as trust preferred securities and cumulative perpetual preferred stock) issued before May 19, 2010 for inclusion in the tier 1 capital of banking organizations with total

consolidated assets less than $15 billion as of December 31, 2009 and banking organizations that were mutual holding companies as of May 19, 2010.

The proposed rules would have modified the risk-weight framework applicable to residential mortgage exposures to require banking organizations to divide residential mortgage exposures into two categories in order to determine the applicable risk weight. In response to commenter concerns about the burden of calculating the risk weights and the potential negative effect on credit availability, the final rules do not adopt the proposed risk weights but retain the current risk weights for mortgage exposures under the general risk-based capital rules.

Consistent with the Dodd-Frank Act, the new rules replace the ratings-based approach to securitization exposures, which is based on external credit ratings, with the simplified supervisory formula approach in order to determine the appropriate risk weights for these exposures. Alternatively, banking organizations may use the existing gross-up approach to assign securitization exposures to a risk weight category or choose to assign such exposures a 1,250 percent risk weight.

Under the new rules, mortgage servicing assets (MSAs) and certain deferred tax assets (DTAs) are subject to stricter limitations than those applicable under the current general risk-based capital rule. The new rules also increase the risk weights for past-due loans, certain commercial real estate loans, and some equity exposures, and makes selected other changes in risk weights and credit conversion factors.

As noted above the phase-in period for the Company began on January 1, 2015. The new rules will not have a material impact on the Company’s capital, operations, liquidity and earnings.

JOBS Act

In 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) became law. The JOBS Act is aimed at facilitating capital raising by smaller companies and banks and bank holding companies by implementing the following changes:

raising the threshold requiring registration under the Securities Exchange Act of 1934 (the "Exchange Act") for banks and bank holdings companies from 500 to 2,000 holders of record;

raising the threshold for triggering deregistration under the Exchange Act for banks and bank holding companies from 300 to 1,200 holders of record;

raising the limit for Regulation A offerings from $5 million to $50 million per year and exempting some Regulation A offerings from state blue sky laws;

permitting advertising and general solicitation in Rule 506 and Rule 144A offerings;

allowing private companies to use "crowdfunding" to raise up to $1 million in any 12-month period, subject to certain conditions; and

creating a new category of issuer, called an "Emerging Growth Company," for companies with less than $1 billion in annual gross revenue, which will benefit from certain changes that reduce the cost and burden of carrying out an equity IPO and complying with public company reporting obligations for up to five years.

While the JOBS Act is not expected to have any immediate application to the Company, management will continue to monitor the implementation rules for potential effects which might benefit the Company.

Dodd-Frank Wall Street Reform and Consumer Protection Act.

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) became law. Dodd-Frank is intended to effect a fundamental restructuring of federal banking regulation. Among other things, Dodd-Frank creates a new Financial Stability Oversight Council to identify systemic risks in the financial system and gives federal regulators new authority to take control of and liquidate financial firms. Dodd-Frank additionally creates a new independent federal regulator to administer federal consumer protection laws. Dodd-Frank is expected to have a significant impact on our business operations as its provisions take effect. Overtime, it is expected that at a minimum they will increase our operating and compliance costs and could increase our interest expense. Among the provisions that are likely to affect us and the community banking industry are the following:

Holding Company Capital Requirements. Dodd-Frank requires the Federal Reserve to apply consolidated capital requirements to bank holding companies that are no less stringent than those currently applied to depository institutions. Under these standards, pooled trust preferred securities will be excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by a bank holding company with less than $15 billion in assets. Dodd-Frank additionally requires that bank regulators issue countercyclical capital requirements so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness.

Deposit Insurance. Dodd-Frank permanently increases the maximum deposit insurance amount for banks, savings institutions and credit unions to $250,000 per depositor, and extended unlimited deposit insurance to non-interest bearing transaction accounts through December 31, 2012. Dodd-Frank also broadens the base for FDIC insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution. Dodd-Frank requires the FDIC to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by 2020 and eliminates the requirement that the FDIC pay dividends to insured depository institutions when the

reserve ratio exceeds certain thresholds. Dodd-Frank also eliminated the federal statutory prohibition against the payment of interest on business checking accounts.

Corporate Governance. Dodd-Frank requires publicly traded companies to give shareholders a non-binding vote on executive compensation at least every three years, a non-binding vote regarding the frequency of the vote on executive compensation at least every six years, and a non-binding vote on “golden parachute” payments in connection with approvals of mergers and acquisitions unless previously voted on by shareholders. The SEC has finalized the rules implementing these requirements. Additionally, Dodd-Frank directs the federal banking regulators to promulgate rules prohibiting excessive compensation paid to executives of depository institutions and their holding companies with assets in excess of $1.0 billion, regardless of whether the company is publicly traded. Dodd-Frank also gives the SEC authority to prohibit broker discretionary voting on elections of directors and executive compensation matters.

Prohibition Against Charter Conversions of Troubled Institutions. Dodd-Frank prohibits a depository institution from converting from a state to federal charter or vice versa while it is the subject of a cease and desist order or other formal enforcement action or a memorandum of understanding with respect to a significant supervisory matter unless the appropriate federal banking agency gives notice of the conversion to the federal or state authority that issued the enforcement action and that agency does not object within 30 days. The notice must include a plan to address the significant supervisory matter. The converting institution must also file a copy of the conversion application with its current federal regulator which must notify the resulting federal regulator of any ongoing supervisory or investigative proceedings that are likely to result in an enforcement action and provide access to all supervisory and investigative information relating thereto.

Interstate Branching. Dodd-Frank authorizes national and state banks to establish branches in other states to the same extent as a bank chartered by that state would be permitted. Previously, banks could only establish branches in other states if the host state expressly permitted out-of-state banks to establish branches in that state. Accordingly, banks will be able to enter new markets more freely.

Limits on Interstate Acquisitions and Mergers. Dodd-Frank precludes a bank holding company from engaging in an interstate acquisition – the acquisition of a bank outside its home state – unless the bank holding company is both well capitalized and well managed. Furthermore, a bank may not engage in an interstate merger with another bank headquartered in another state unless the surviving institution will be well capitalized and well managed. The previous standard in both cases was adequately capitalized and adequately managed.

Limits on Interchange Fees. Dodd-Frank amends the Electronic Fund Transfer Act to, among other things, give the Federal Reserve the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer. The interchange rules became effective on October 1, 2011.

Consumer Financial Protection Bureau. Dodd-Frank creates a new, independent federal agency called the Consumer Financial Protection Bureau (CFPB), which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions are subject to rules promulgated by the CFPB but continue to be examined and supervised by federal banking regulators for consumer compliance purposes. The CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. Dodd-Frank authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, Dodd-Frank will allow borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. Dodd-Frank permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.

In summary, the Dodd-Frank Act provides for sweeping financial regulatory reform and may have the effect of increasing the cost of doing business, limiting or expanding permissible activities and affect the competitive balance between banks and other financial intermediaries. While many of the provisions of the Dodd-Frank Act do not impact the existing business of the Company, the extension of FDIC insurance to all non-interest bearing deposit accounts and the repeal of prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts, will likely increase deposit funding costs paid by the Company in order to retain and grow deposits. In addition, the limitations imposed on the assessment of interchange fees have reduced the Company’s ability to set revenue pricing on debit and credit card transactions. Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on the Company, its customers or the financial industry as a whole. The Company will continue to monitor legislative developments and assess their potential impact on our business.

Department of Defense Military Lending Rule. In 2015, the U.S. Department of Defense issued a final rule which restricts pricing and terms of certain credit extended to active duty military personnel and their families. This rule, which was

implemented effective October 3, 2016, caps the interest rate on certain credit extensions to an annual percentage rate of 36% and restricts other fees. The rule requires financial institutions to verify whether customers are military personnel subject to the rule. The impact of this final rule, and any subsequent amendments thereto, on the Company’s lending activities and the Company’s statements of income or condition has had little or no impact; however, management will continue to monitor the implementation of the rule for any potential side effects on the Company’s business.

Future Federal and State Legislation and Rulemaking

From time-to-time, various types of federal and state legislation have been proposed that could result in additional regulations and restrictions on the business of the Company and the Bank. We cannot predict whether legislation will be adopted, or if adopted, how the new laws would affect our business. As a consequence, we are susceptible to legislation that may increase the cost of doing business. Management believes that the effect of any current legislative proposals on the liquidity, capital resources and the results of operations of the Company and the Bank will be minimal.

It is possible that there will be regulatory proposals which, if implemented, could have a material effect upon our liquidity, capital resources and results of operations. In addition, the general cost of compliance with numerous federal and state laws does have, and in the future may have, a negative impact on our results of operations. As with other banks, the status of the financial services industry can affect the Bank. Consolidations of institutions are expected to continue as the financial services industry seeks greater efficiencies and market share. Bank management believes that such consolidations may enhance the Bank’s competitive position as a community bank.

Future Outlook

The Company is highly impacted by local economic factors that could influence the performance and strength of our loan portfolios and results of operations. Economic uncertainty continues due to inflationary pressures, COVID-19 and global risks such as war, terrorism and geopolitical instability. A consensus of economists predicts rising short-term rates and long-term rates in 2022. Uncertainty surrounding the velocity and timing of rate increases and the effect on the interest rate margin is the Company’s greatest interest rate risk. Earning-asset yields are expected to improve throughout the year stemming from the rising rate environment while rates on interest-bearing liabilities are expected to rise to a lesser extent from their already low levels. Jobs grew in December 2021 from a year earlier in the Scranton/Wilkes-Barre/Hazleton and Allentown/Bethlehem/Easton metropolitan statistical areas. In 2022, we will experience a full year of operating branches acquired from Landmark which expanded the Company’s footprint in Luzerne County. We believe expanding our market area gives us opportunity for growth and we will continue to monitor the economic climate in our region, scrutinize growth prospects and proactively observe existing credits for early warning signs of risk deterioration.

In addition to the challenging economic environment, regulatory oversight has changed significantly in recent years. As described in more detail in the “supervision and regulation” section above, the federal banking agencies issued final rules to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act. The rules revise the quantity and quality of required minimum risk-based and leverage capital requirements and revise the calculation of risk-weighted assets.

Management believes that the Company is prepared to face the challenges ahead. We expect that there will be further improvement in asset quality. Our conservative approach to loan underwriting we believe will help improve and keep non-performing asset levels at bay. The Company expects to overcome the relative flattening of the positively sloped yield curve by cautiously growing the balance sheet to enhance financial performance. We intend to grow all lending portfolios in both the business and retail sectors using growth in market-place low costing deposits to stabilize net interest margin and to enhance revenue performance.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by 7A is set forth at Item 7, under “Liquidity” and “Management of interest rate risk and market risk analysis,” contained within management’s discussion and analysis of financial condition and results of operations and incorporated herein by reference.

 

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Fidelity D & D Bancorp, Inc. and Subsidiary

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fidelity D & D Bancorp, Inc. and its subsidiary (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the each of the years in the three-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for loan losses – Qualitative Factors

The allowance for loan losses as of December 31, 2021 was $15.6 million. As described in Notes 1 and 5 to the consolidated financial statements, the allowance for loan losses is established through a provision for loan losses and represents an amount which, in management’s judgement, will be adequate to absorb losses on existing loans. The allowance consists of specific and general components in the amounts of $1.3 million and $14.3 million, respectively. The general loan loss allocation is set based upon a representative average historical net charge-off rate adjusted for the following qualitative factors: delinquency and nonaccrual trends, volume and loan term trends, changes in the lending policy, changes in legal and regulatory requirements, national and local economic trends and conditions, changes in concentrations of credit, changes in risk selection and underwriting standards, the experience, ability and depth of lending management, and charge-off and recovery trends. The evaluation of the qualitative factors requires a significant amount of judgement by management and involves a high degree of subjectivity.

We identified the qualitative factor component of the allowance for loan losses as a critical audit matter as auditing the underlying qualitative factors required significant auditor judgment as amounts determined by management rely on analysis that is often subjective in nature and the estimate is highly sensitive to changes in significant assumptions.

Our audit procedures related to the qualitative factors of the allowance for loan losses included the following, among others:

We obtained an understanding of the relevant controls related to management’s assessment and review of the qualitative factors, and tested such controls for design and operating effectiveness, including controls over management’s establishment, review and approval of the qualitative factors including the data used in determining the qualitative factors.

We obtained an understanding of how management developed the estimates and related assumptions, including:

−Testing completeness and accuracy of key data inputs used in forming assumptions or calculations and testing the reliability of the underlying data on which these factors are based by comparing information to source documents and external information sources.

−Evaluating the reasonableness of the qualitative factors established by management as compared to the underlying internal or external information sources.

Business Combination – Valuation of Acquired Loan Portfolio 

As described in Note 20 to the consolidated financial statements, on July 1, 2021, the Company completed its acquisition of Landmark Bancorp, Inc. for total consideration of $42.9 million. The fair value of total assets acquired as a result of the merger totaled $375.5 million (net of cash consideration), with loans totaling $298.9 million and resulting in $12.6 million of acquired goodwill. Acquired loans (impaired and nonimpaired) were initially recorded at their acquisition-date fair value. Fair values were based on a discounted cash flow methodology that involved assumptions and judgments as to credit risk, expected lifetime losses, environmental factors, collateral values, discount rates, expected payments and expected prepayments. Specifically, the Company prepared three separate loan fair value adjustments that it believed approximated the entire fair value adjustment necessary under the fair value measurements accounting guidance for the acquired loan portfolio. The three, separate fair valuation methodologies employed were: 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 applicable to purchased loans with deteriorated credit quality at acquisition. The acquired loans were recorded at fair value at the acquisition date without carryover of Landmark’s previously established allowance for loan losses. The credit adjustment on purchased credit impaired loans was derived in accordance with accounting guidance prevailing over purchased loans with deteriorated credit quality and represented 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.

We identified the fair value of acquired loans as a critical audit matter because of the judgments necessary by management to determine the fair value of the loan portfolio acquired, and the related high degree of auditor judgment and the extensive audit effort involved in testing management’s estimates and assumptions. The significant estimates and assumptions necessary to estimate fair value and that required a high degree of auditor judgment and increased audit effort included expected prepayments, credit risk, expected lifetime losses, environmental factors, and market discount rates.

Our audit procedures related to the significant estimates and assumptions of the valuation of the acquired loan portfolio identified above included the following, among others:

We obtained an understanding of the relevant controls related to the business combination, including the valuation of the acquired loan portfolio and management’s review related to the development of expected prepayments, credit risk, expected lifetime losses, environmental factors, and market discount rates, and tested such controls for design and operating effectiveness.

We obtained the valuation report supporting the fair value adjustments and gained an understanding of the valuation methodology applied, as well as key inputs and assumptions.

We tested the completeness and accuracy of data inputs provided by management and utilized in the calculation by comparing the data to source documents and external information sources.

We utilized internal valuation specialists to assist in testing management’s methodologies and techniques for appropriateness, as well as evaluating significant assumptions such as expected prepayment, credit risk, expected lifetime losses, environmental factors, and market discount rate by comparing the data to source documents provided by the Company, obtaining comparative information from external sources and performing mathematical accuracy checks.

/s/ RSM US LLP

 

We have served as the Company's auditor since 2015.

 

Blue Bell, Pennsylvania

March 23, 2022


‎

Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Balance Sheets

As of December 31,

(dollars in thousands)

2021

2020

Assets:

Cash and due from banks

$

27,317 

$

19,408 

Interest-bearing deposits with financial institutions

69,560 

49,938 

Total cash and cash equivalents

96,877 

69,346 

Available-for-sale securities

738,980 

392,420 

Restricted investments in bank stock

3,206 

2,813 

Loans and leases, net (allowance for loan losses of

$15,624 in 2021; $14,202 in 2020)

1,417,504 

1,105,450 

Loans held-for-sale (fair value $32,013 in 2021, $30,858 in 2020)

31,727 

29,786 

Foreclosed assets held-for-sale

434 

256 

Bank premises and equipment, net

29,310 

27,626 

Leased property under finance leases, net

1,307 

283 

Right-of-use assets

9,006 

7,082 

Cash surrender value of bank owned life insurance

52,745 

44,285 

Accrued interest receivable

7,526 

5,712 

Goodwill

19,628 

7,053 

Core deposit intangible, net

1,942 

1,734 

Other assets

8,912 

5,664 

Total assets

$

2,419,104 

$

1,699,510 

Liabilities:

Deposits:

Interest-bearing

$

1,579,582 

$

1,102,009 

Non-interest-bearing

590,283 

407,496 

Total deposits

2,169,865 

1,509,505 

Accrued interest payable and other liabilities

15,943 

10,400 

Finance lease obligation

1,320 

291 

Operating lease liabilities

9,627 

7,644 

Secured borrowings

10,620 

-

FHLB advances

-

5,000 

Total liabilities

2,207,375 

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 December 31, 2021; and 4,977,750 at December 31, 2020)

114,108 

77,676 

Retained earnings

97,442 

80,042 

Accumulated other comprehensive income

179 

8,952 

Total shareholders' equity

211,729 

166,670 

Total liabilities and shareholders' equity

$

2,419,104 

$

1,699,510 

See notes to consolidated financial statements


‎

Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Income

Years ended December 31,

(dollars in thousands except per share data)

2021

2020

2019

Interest income:

Loans and leases:

Taxable

$

53,918 

$

41,985 

$

32,364 

Nontaxable

1,513 

1,256 

1,077 

Interest-bearing deposits with financial institutions

148 

121 

47 

Restricted investments in bank stock

127 

162 

417 

Investment securities:

U.S. government agency and corporations

4,068 

3,197 

3,633 

States and political subdivisions (nontaxable)

4,413 

2,374 

1,731 

States and political subdivisions (taxable)

1,281 

398 

-

Other securities

-

3 

-

Total interest income

65,468 

49,496 

39,269 

Interest expense:

Deposits

3,456 

4,756 

6,176 

Secured borrowings

156 

-

-

Other short-term borrowings

1 

248 

878 

FHLB advances

26 

307 

500 

Total interest expense

3,639 

5,311 

7,554 

Net interest income

61,829 

44,185 

31,715 

Provision for loan losses

2,000 

5,250 

1,085 

Net interest income after provision for loan losses

59,829 

38,935 

30,630 

Other income:

Service charges on deposit accounts

2,623 

2,117 

2,286 

Interchange fees

4,286 

3,153 

2,208 

Service charges on loans

1,980 

1,681 

1,054 

Fees from trust fiduciary activities

2,253 

1,785 

1,350 

Fees from financial services

984 

749 

946 

Fees and other revenue

902 

813 

845 

Earnings on bank-owned life insurance

1,227 

794 

647 

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

Loans

4,172 

3,603 

856 

Available-for-sale debt securities

46 

115 

14 

Premises and equipment

(186)

(142)

(13)

Total other income

18,287 

14,668 

10,193 

Other expenses:

Salaries and employee benefits

25,249 

19,831 

14,761 

Premises and equipment

6,998 

5,623 

4,124 

Data processing and communication

2,566 

2,246 

1,765 

Advertising and marketing

3,253 

2,269 

1,610 

Professional services

3,415 

2,869 

1,362 

Merger-related expenses

3,033 

2,452 

440 

Automated transaction processing

1,479 

1,158 

877 

Office supplies and postage

640 

541 

413 

PA shares tax

395 

381 

303 

Loan collection

126 

131 

264 

Other real estate owned

29 

28 

121 

FDIC assessment

679 

280 

133 

FHLB prepayment fee

369 

481 

-

Other

1,876 

29 

748 

Total other expenses

50,107 

38,319 

26,921 

Income before income taxes

28,009 

15,284 

13,902 

Provision for income taxes

4,001 

2,249 

2,326 

Net income

$

24,008 

$

13,035 

$

11,576 

Per share data:

Net income - basic

$

4.51 

$

2.84 

$

3.06 

Net income - diluted

$

4.48 

$

2.82 

$

3.03 

Dividends

$

1.23 

$

1.14 

$

1.06 

See notes to consolidated financial statements

Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income

Years ended December 31,

(dollars in thousands)

2021

2020

2019

Net income

$

24,008 

$

13,035 

$

11,576 

Other comprehensive (loss) income, before tax:

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

(11,059)

6,887 

5,960 

Reclassification adjustment for net gains realized in income

(46)

(115)

(14)

Net unrealized (loss) gain

(11,105)

6,772 

5,946 

Tax effect

2,332 

(1,422)

(1,249)

Unrealized (loss) gain, net of tax

(8,773)

5,350 

4,697 

Other comprehensive (loss) gain, net of tax

(8,773)

5,350 

4,697 

Total comprehensive income (loss), net of tax

$

15,235 

$

18,385 

$

16,273 

See notes to consolidated financial statements


‎

Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Changes in Shareholders' Equity

For the years ended December 31, 2021, 2020 and 2019

Accumulated

other

Capital stock

Retained

comprehensive

(dollars in thousands)

Shares

Amount

earnings

income (loss)

Total

Balance, December 31, 2018

3,759,426 

$

29,715 

$

64,937 

$

(1,095)

$

93,557 

Net income

11,576 

11,576 

Other comprehensive income

4,697 

4,697 

Effect of adopting ASU 2016-02

(91)

(91)

Issuance of common stock through Employee Stock Purchase Plan

4,535 

175 

175 

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

15,574 

Issuance of common stock through exercise of SSARs

1,965 

-

Stock-based compensation expense

958 

958 

Cash dividends declared

(4,037)

(4,037)

Balance, December 31, 2019

3,781,500 

$

30,848 

$

72,385 

$

3,602 

$

106,835 

Net income

13,035 

13,035 

Other comprehensive income

5,350 

5,350 

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

1,201 

1,201 

Issuance of common stock for acquisition

1,176,970 

45,408 

45,408 

Cash dividends declared

(5,378)

(5,378)

Balance, December 31, 2020

4,977,750 

$

77,676 

$

80,042 

$

8,952 

$

166,670 

Net income

24,008 

24,008 

Other comprehensive loss

(8,773)

(8,773)

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

1,106 

1,106 

Issuance of common stock for acquisition

647,990 

35,056 

35,056 

Cash dividends declared

(6,608)

(6,608)

Balance, December 31, 2021

5,645,687 

$

114,108 

$

97,442 

$

179 

$

211,729 

See notes to consolidated financial statements


‎

Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows

Years ended December 31,

(dollars in thousands)

2021

2020

2019

Cash flows from operating activities:

Net income

$

24,008 

$

13,035 

$

11,576 

Adjustments to reconcile net income to net cash provided by

operating activities:

Depreciation, amortization and accretion

5,423 

4,539 

3,301 

Provision for loan losses

2,000 

5,250 

1,085 

Deferred income tax expense (benefit)

1,194 

(400)

341 

Stock-based compensation expense

1,096 

1,077 

817 

Excess tax benefit from exercise of SSARs

26 

-

23 

Proceeds from sale of loans held-for-sale

162,343 

158,300 

52,718 

Originations of loans held-for-sale

(186,768)

(176,939)

(42,328)

Earnings from bank-owned life insurance

(1,227)

(794)

(647)

Net gain from sales of loans

(4,172)

(3,603)

(856)

Net gain from sales of investment securities

(46)

(115)

(14)

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

(44)

(23)

44 

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

186 

142 

13 

Operating lease payments

60 

29 

81 

Change in:

Accrued interest receivable

(900)

(985)

(10)

Other assets

1,099 

(710)

420 

Accrued interest payable and other liabilities

2,921 

1,493 

(778)

Net cash provided by operating activities

7,199 

296 

25,786 

Cash flows from investing activities:

Available-for-sale securities:

Proceeds from sales

44,474 

123,459 

10,952 

Proceeds from maturities, calls and principal pay-downs

54,213 

68,906 

35,045 

Purchases

(411,406)

(271,504)

(43,384)

Decrease in restricted investments in bank stock

792 

2,149 

1,956 

Net decrease (increase) in loans and leases

7,134 

(132,541)

(36,912)

Principal portion of lease payments received under direct finance leases

5,262 

3,551 

3,170 

Purchase of life insurance policies

-

(11,000)

(2,000)

Purchases of bank premises and equipment

(2,520)

(1,390)

(4,128)

Net cash (used in) provided by acquisition

(3,746)

53,004 

-

Proceeds from sale of bank premises and equipment

1,719 

187 

240 

Proceeds from sale of foreclosed assets held-for-sale

835 

936 

1,065 

Net cash used in investing activities

(303,243)

(164,243)

(33,996)

Cash flows from financing activities:

Net increase in deposits

351,903 

278,342 

65,554 

Net decrease in other borrowings

(12,223)

(37,839)

(38,527)

Proceeds from Paycheck Protection Program Liquidity Facility (PPPLF)

-

152,791 

-

Repayment of PPPLF

-

(152,791)

-

Repayment of FHLB advances

(9,602)

(17,627)

(16,704)

Repayment of finance lease obligation

(159)

(83)

(73)

Proceeds from employee stock purchase plan participants

270 

219 

175 

Dividends paid

(6,608)

(5,378)

(4,037)

Cash paid in lieu of fractional shares

(6)

(4)

-

Net cash provided by financing activities

323,575 

217,630 

6,388 

Net increase (decrease) in cash and cash equivalents

27,531 

53,683 

(1,822)

Cash and cash equivalents, beginning

69,346 

15,663 

17,485 

Cash and cash equivalents, ending

$

96,877 

$

69,346 

$

15,663 

See notes to consolidated financial statements


‎

Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows (continued)

Years ended December 31,

(dollars in thousands)

2021

2020

2019

Supplemental Disclosures of Cash Flow Information

Cash payments for:

Interest

$

3,851 

$

5,820 

$

7,440 

Income tax

2,650 

3,250 

1,950 

Supplemental Disclosures of Non-cash Investing Activities:

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

(11,105)

6,772 

5,946 

Transfers from loans to foreclosed assets held-for-sale

481 

800 

1,288 

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

(23,821)

6,642 

6,038 

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

1,495 

-

-

Right-of-use asset

1,519 

72 

6,211 

Lease liability

1,519 

72 

6,710 

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

4,127 

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 consolidated financial statements


‎

FIDELITY D & D BANCORP, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Fidelity D & D Bancorp, Inc. and its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank (the Bank) (collectively, the Company). All significant inter-company balances and transactions have been eliminated in consolidation.

NATURE OF OPERATIONS

The Company provides a full range of banking, trust and financial services to individuals, small businesses and corporate customers. Its primary market areas are Lackawanna, Luzerne and Northampton Counties, Pennsylvania. The Company's primary deposit products are demand deposits and interest-bearing time, money market and savings accounts. It offers a full array of loan products to meet the needs of retail and commercial customers. The Company is subject to regulation by the Federal Deposit Insurance Corporation (FDIC) and the Pennsylvania Department of Banking.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. 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 reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, the valuation of investment securities, the determination and the amount of impairment in the securities portfolios, and the related realization of the deferred tax assets related to the allowance for loan losses, other-than-temporary impairment on and valuations of investment securities.

In connection with the determination of the allowance for loan losses, management generally obtains independent appraisals for significant properties, utilizes historical loss factors and applies judgement to determine qualitative factor adjustments. While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near-term. However, the amount of the change that is reasonably possible cannot be estimated.

The Company’s investment securities are comprised of a variety of financial instruments. The fair values of the securities are subject to various risks including changes in the interest rate environment and general economic conditions including illiquid conditions in the capital markets. Due to the increased level of these risks and their potential impact on the fair values of the securities, it is possible that the amounts reported in the accompanying financial statements could materially change in the near-term. Any credit-related impairment is included as a component of non-interest income in the consolidated income statements while non-credit-related impairment is charged to other comprehensive income, net of tax.

SIGNIFICANT GROUP CONCENTRATION OF CREDIT RISK

The Company originates commercial, consumer, and mortgage loans to customers primarily located in Lackawanna, Luzerne, Northampton, and Lehigh Counties of Pennsylvania. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic sector in which the Company operates. The loan portfolio does not have any significant concentrations from one industry or customer.

HELD-TO-MATURITY SECURITIES

Debt securities, for which the Company has the positive intent and ability to hold to maturity, are reported at cost. Premiums and discounts are amortized or accreted, as a component of interest income over the life of the related security as an adjustment to yield using the interest method. The Company did not have any held-to-maturity securities at December 31, 2021 or 2020.

TRADING SECURITIES

Debt securities held principally for resale in the near-term, or trading securities, are recorded at their fair values. Unrealized gains and losses are included in other income. The Company did not have investment securities held for trading purposes during 2021 or 2020.

AVAILABLE-FOR-SALE SECURITIES

Available-for-sale (AFS) securities consist of debt and equity securities classified as neither held-to-maturity nor trading and are reported at fair value. Premiums and discounts are amortized or accreted as a component of interest income over the life of the related security as an adjustment to yield using the interest method. Unrealized holding gains and losses, including non-credit-related other-than-temporary impairment (OTTI), on AFS securities are reported as a separate component of shareholders’ equity, net of deferred income taxes, until realized. The net unrealized holding gains and losses are a component of accumulated other comprehensive income. Gains and losses from sales of securities AFS are determined using the specific identification method.

FEDERAL HOME LOAN BANK STOCK

The Company, is a member of the Federal Home Loan Bank system, and as such is required to maintain an investment in capital stock of the Federal Home Loan Bank of Pittsburgh (FHLB). The amount the Company is required to invest is dependent upon the relative size of outstanding borrowings the Company has with the FHLB. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost.

LOANS

Originated loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at face value, net of unamortized loan fees and costs and the allowance for loan losses. Interest on residential real estate loans is recorded based on principal pay downs on an actual days basis. Commercial loan interest is accrued on the principal balance on an actual days basis. Interest on consumer loans is determined using the simple interest method.

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 individual loans subsequent to acquisitions.

Generally, loans are placed on non-accrual status when principal or interest is past due 90 days or more. When a loan is placed on non-accrual status, all interest previously accrued but not collected is charged against current earnings. Any payments received on non-accrual loans are applied, first to the outstanding loan amounts, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of lost interest.

Acquired loans that meet the criteria for impaired or non-accrual status prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company expects to fully collect the fair value of the loans.

A modification of a loan constitutes a troubled debt restructuring (TDR) when a borrower is experiencing financial difficulty and the Company grants a concession that it would not otherwise grant based on current underwriting standards. Although concessions may be made when modifying a loan, forgiveness of principal is rarely granted.

MORTGAGE BANKING OPERATIONS AND MORTGAGE SERVICING RIGHTS

The Company sells one-to-four family residential mortgage loans on a servicing retained basis. On a loan sold where servicing was retained, the Company determines at the time of sale the value of the retained servicing rights, which represents the present value of the differential between the contractual servicing fee and adequate compensation, defined as the fee a sub-servicer would require to assume the role of servicer, after considering the estimated effects of prepayments. If material, a portion of the gain on the sale of the loan is recognized due to the value of the servicing rights, and a mortgage servicing asset is recorded.

Commitments to sell one-to-four family residential mortgage loans are made primarily during the period between the intent to proceed and the closing of the mortgage loan. The timing of making these sale commitments is dependent upon the timing of the borrower’s election to lock-in the mortgage interest rate and fees prior to loan closing. Most of these sales commitments are made on a best-efforts basis whereby the Company is only obligated to sell the mortgage if the mortgage loan is approved and closed by the Company. Commitments to fund mortgage loans (rate lock commitments) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these derivatives are estimated based on changes in mortgage interest rates from the date

the interest rate on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in gains or losses on sales of loans. The fair value of these derivative instruments was not significant at December 31, 2021 and 2020.

Servicing assets are reported in other assets and amortized in proportion to and over the period during which estimated servicing income will be received. Servicing loans for others consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing foreclosures. Loan servicing income is recorded when earned and represents servicing fees from investors and certain charges collected from borrowers, such as late payment fees. The Company has fiduciary responsibility for related escrow and custodial funds.

Servicing assets are recognized as separate assets when rights are acquired through the sale of financial assets. For sales of mortgage loans originated by the Company, a portion of the cost of originating the loan is allocated to the servicing retained right based on fair value. Capitalized servicing rights are amortized into interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Remaining servicing rights are charged against income upon payoff of the loan. Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned.

LOANS HELD-FOR-SALE

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income. Unrealized gains are recognized but only to the extent of previous write-downs.

AUTOMOBILE LEASING

Financing of automobiles, provided to customers under lease arrangements of varying terms obtained via an indirect arrangement primarily through a single dealer on a full recourse basis, are accounted for as direct finance leases. Interest on automobile direct finance leasing is determined using the interest method. Generally, the interest method is used 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.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established through a provision for loan losses. The allowance represents an amount which, in management’s judgment, will be adequate to absorb losses on existing loans. Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectability of the loans. These evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions that may affect the borrower’s ability to pay, collateral value, overall portfolio quality and review of specific loans for impairment. Management applies two primary components during the estimation process to determine proper allowance levels; a specific loan loss allocation for loans that are deemed impaired and a general loan loss allocation for those loans not specifically allocated based on historical charge-off history and qualitative factor adjustments for trends or changes in the loan portfolio and economic factors. Delinquencies, changes in lending policies and local economic conditions are some of the items used for the qualitative factor adjustments. Loans considered uncollectible are charged against the allowance. Recoveries on loans previously charged off are added to the allowance.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled 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 taken into account. 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.

Acquired loans are marked to fair value on the date of acquisition and are evaluated on a quarterly basis to ensure the necessary purchase accounting updates are made in parallel with the allowance for loan loss calculation. 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. 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 or not there has been subsequent deterioration in relation to these 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 accordingly.

For acquired ASC 310-30 loans, the Company continues to estimate cash flows expected to be collected. Subsequent decreases to the expected cash flows would require the Company to evaluate the need for an additional allowance for loan losses. Subsequent improvement in expected cash flows would result in the reversal of a corresponding amount of the non

accretable discount which would be reclassified as an accretable discount that will be recognized in interest income over the remaining life of the loan.

The risk characteristics of each of the identified portfolio segments are as follows:

Commercial and industrial loans (C&I): C&I loans are primarily based on the identified historic and/or the projected cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of the borrower, however, do fluctuate based on changes in the Company’s internal and external environment including management, human and capital resources, economic conditions, competition and regulation. Most C&I loans are secured by business assets being financed such as equipment, accounts receivable, and/or inventory and generally incorporate a secured or unsecured personal guarantee. Unsecured loans may be made on a short-term basis. Loans to municipal borrowers, which carry the full faith and credit of each respective local government unit consistent with the PA Local Government Unit Debt Act (LGUDA) as well as loans to municipal authorities are included in C&I loans. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ economic and financial condition.

Commercial real estate loans (CRE): Commercial real estate loans are made to finance the purchase of real estate, refinance existing obligations and/or to provide capital. These commercial real estate loans are generally secured by first lien security interests in the real estate as well as assignment of leases and rents. The real estate may include apartments, hotels, retail stores or plazas and healthcare facilities whether they are owner or non-owner occupied. These loans are typically originated in amounts of no more than 80% of the appraised value of the property. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ or lessees' customers’ economic and financial condition.

Consumer loans: The Company offers home equity installment loans and lines of credit. Risks associated with loans secured by residential properties are generally lower than commercial real estate loans and include general economic risks, such as the strength of the job market, employment stability and the strength of the housing market. Since most loans are secured by a primary or secondary residence or an automobile, the borrower’s continued employment is considered the greatest risk to repayment. The Company also offers a variety of loans to individuals for personal and household purposes. These loans are generally considered to have greater risk than mortgages on real estate because they may be unsecured, or if they are secured, the value of the collateral may be difficult to assess and more likely to decrease in value than real estate.

Residential mortgage loans: Residential mortgages are secured by a first lien position of the borrower’s residential real estate. These loans have varying loan rates depending on the financial condition of the borrower and the loan to value ratio. Since most loans are secured by a primary or secondary residence, the borrower’s continued employment is considered the greatest risk to repayment. Residential mortgages have terms up to thirty years with amortizations varying from 10 to 30 years. The majority of the loans are underwritten according to FNMA and/or FHLB standards.

TRANSFER OF FINANCIAL ASSETS

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.

LOAN FEES AND COSTS

Nonrefundable loan origination fees and certain direct loan origination costs are recognized as a component of interest income over the life of the related loans as an adjustment to yield. The unamortized balance of the deferred fees and costs are included as components of the loan balances to which they relate.

BANK PREMISES AND EQUIPMENT

Land is carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improved property. The Company leases several branches which are classified as operating leases. The Company also leases three stand-alone ATMs which are classified as operating leases and a building and equipment classified as finance leases. In most circumstances, management expects that in the normal course of business, leases will be renewed or replaced by other leases. Rent expense is recognized on the straight-line method over the term of the lease.


‎

BANK OWNED LIFE INSURANCE

The Company maintains bank owned life insurance (BOLI) for a selected group of employees, namely its officers where the Company is the owner and sole beneficiary of the policies. The earnings from the BOLI are recognized as a component of other income in the consolidated statements of income. The BOLI is an asset that can be liquidated, if necessary, with tax consequences. However, the Company intends to hold these policies and, accordingly, the Company has not provided for deferred income taxes on the earnings from the increase in the cash surrender value.

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. 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.

FORECLOSED ASSETS HELD-FOR-SALE

Foreclosed assets held-for-sale are carried at the lower of cost or fair value less cost to sell. Foreclosed assets held-for-sale is primarily other real estate owned, but also includes other repossessed assets. Losses from the acquisition of property in full and partial satisfaction of debt are treated as credit losses. Routine holding costs, gains and losses from sales, write-downs for subsequent declines in value and any rental income received are recognized net, as a component of other real estate owned expense in the consolidated statements of income. Gains or losses are recorded when the properties are sold.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets, including bank premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment is indicated by that review, the asset is written down to its estimated fair value through a charge to non-interest expense.

GOODWILL AND INTANGIBLE ASSETS

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 reviewed for impairment annually as of November 30 and between annual tests when events and circumstances indicate that impairment may have occurred. Goodwill impairment exists when the carrying amount of a reporting unit exceeds its fair value. A qualitative test can be performed to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. In this qualitative assessment, the Company evaluates events and circumstances which include general banking industry conditions and trends, the overall financial performance of the Company, the performance of the Company’s common stock and key financial performance metrics of the Company. If the qualitative review indicates that it is not more likely than not that the carrying value exceeds its fair value, no further evaluation needs to be performed. If the results of the qualitative review indicate it is more likely than not that the fair value is less than the carrying value, then the Company performs a quantitative impairment test. During 2021, the Company determined it is not more likely than not that the fair value exceeds its carrying value therefore no quantitative analysis was necessary.

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.

STOCK PLANS

The Company has two stock-based compensation plans. The Company accounts for these plans under the recognition and measurement accounting principles, which requires the cost of share-based payment transactions be recognized in the financial statements. The stock-based compensation accounting guidance requires that compensation cost for stock awards be calculated and recognized over the employees’ service period, generally defined as the vesting period. Compensation cost is recognized on a straight-line basis over the requisite service period. When granting stock-settled stock appreciation rights (SSARs), the Company uses Black-Scholes-Merton valuation model to determine fair value on the date of grant.

TRUST AND FINANCIAL SERVICE FEES

Trust and financial service fees are recorded on the cash basis, which is not materially different from the accrual basis.

ADVERTISING COSTS

Advertising costs are charged to expense as incurred.


‎

LEGAL AND PROFESSIONAL EXPENSES

Generally, the Company recognizes legal and professional fees as incurred and are included as a component of professional services expense in the consolidated statements of income. Legal costs incurred that are associated with the collection of outstanding amounts due from delinquent borrowers are included as a component of loan collection expense in the consolidated statements of income. In the event of litigation proceedings brought about by an employee or third party against the Company, expenses for damages will be accrued if the likelihood of the outcome against the Company is probable, the amount can be reasonably estimated and the amount would have a material impact on the financial results of the Company.

INCOME TAXES

Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

The benefit of a tax position is recognized on the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. For tax positions not meeting the more likely than not threshold, no tax benefit is recorded. Under the more likely than not threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. The Company had no material unrecognized tax benefits or accrued interest and penalties for the years ended December 31, 2021, 2020 or 2019, respectively.

COMPREHENSIVE INCOME (LOSS)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the shareholders’ equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss).

CASH FLOWS

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and interest-bearing deposits with financial institutions.

2.CASH

The Company is required by the Federal Reserve Bank to maintain average reserve balances based on a percentage of deposits. There were no reserve requirements on December 31, 2021 and 2020.

Deposits with any one financial institution are insured up to $250,000. From time-to-time, the Company may maintain cash and cash equivalents with certain other financial institutions in excess of the insured amount.

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 year ended December 31, 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

(8,737)

Amounts reclassified from accumulated other comprehensive income, net of tax

(36)

Net current-period other comprehensive loss

(8,773)

Ending balance

$

179


‎

As of and for the year ended December 31, 2020

Unrealized gains

(losses) on

available-for-sale

(dollars in thousands)

debt securities

Beginning balance

$

3,602

Other comprehensive income before reclassifications, net of tax

5,441

Amounts reclassified from accumulated other comprehensive income, net of tax

(91)

Net current-period other comprehensive income

5,350

Ending balance

$

8,952

As of and for the year ended December 31, 2019

Unrealized gains

(losses) on

available-for-sale

(dollars in thousands)

debt securities

Beginning balance

$

(1,095)

Other comprehensive income before reclassifications, net of tax

4,708

Amounts reclassified from accumulated other comprehensive income, net of tax

(11)

Net current-period other comprehensive income

4,697

Ending balance

$

3,602

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

2021

2020

2019

Unrealized gains (losses) on AFS debt securities

$

46 

$

115 

$

14 

Gain (loss) on sale of investment securities

Income tax effect

(10)

(24)

(3)

Provision for income taxes

Total reclassifications for the period

$

36 

$

91 

$

11 

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.


‎

Amortized cost and fair value of investment securities as of the period indicated are as follows:

Gross

Gross

Amortized

unrealized

unrealized

Fair

(dollars in thousands)

cost

gains

losses

value

December 31, 2021

Available-for-sale debt securities:

Agency - GSE

$

119,399

$

204

$

(2,600)

$

117,003

Obligations of states and political subdivisions

360,680

6,708

(2,678)

364,710

MBS - GSE residential

258,674

1,654

(3,061)

257,267

Total available-for-sale debt securities

$

738,753

$

8,566

$

(8,339)

$

738,980

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

Some of the Company’s debt securities are pledged to secure trust funds, public deposits, short-term borrowings, FHLB advances, Federal Reserve Bank of Philadelphia Discount Window borrowings and certain other deposits as required by law.

The amortized cost and fair value of debt securities at December 31, 2021 by contractual maturity are shown below:

Amortized

Fair

(dollars in thousands)

cost

value

Available-for-sale securities:

Debt securities:

Due in one year or less

$

1,990

$

2,022

Due after one year through five years

13,653

13,742

Due after five years through ten years

115,223

112,659

Due after ten years

349,213

353,290

MBS - GSE residential

258,674

257,267

Total available-for-sale debt securities

$

738,753

$

738,980

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.

Gross realized gains and losses from sales, determined using specific identification, for the periods indicated were as follows:

December 31,

(dollars in thousands)

2021

2020

2019

Gross realized gain

$

98

$

147

$

104

Gross realized loss

(52)

(32)

(90)

Net gain

$

46

$

115

$

14

The following table presents the fair value and gross unrealized losses of investments aggregated by investment type, the length of time and the number of securities that have been in a continuous unrealized loss position as of the period indicated:

Less than 12 months

More than 12 months

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

(dollars in thousands)

value

losses

value

losses

value

losses

December 31, 2021

Agency - GSE

$

84,308 

$

(1,460)

$

26,516 

$

(1,140)

$

110,824 

$

(2,600)

Obligations of states and political subdivisions

193,124 

(2,662)

12,796 

(399)

205,920 

(3,061)

MBS - GSE residential

137,495 

(2,351)

9,469 

(327)

146,964 

(2,678)

Total

$

414,927 

$

(6,473)

$

48,781 

$

(1,866)

$

463,708 

$

(8,339)

Number of securities

187 

26 

213 

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 213 debt securities in an unrealized loss position at December 31, 2021, including 44 agency securities, 61 mortgage-backed securities and 108 municipal securities. The severity of these unrealized losses based on their underlying cost basis was as follows at December 31, 2021: 2.29% for agency - GSE, 1.46% for total MBS-GSE residential; and 1.79% for municipals. 26 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 December 31, 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 December 31, 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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5.LOANS AND LEASES

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

(dollars in thousands)

December 31, 2021

December 31, 2020

Commercial and industrial

$

236,304

$

280,757

Commercial real estate:

Non-owner occupied

312,848

192,143

Owner occupied

248,755

179,923

Construction

21,147

10,231

Consumer:

Home equity installment

47,571

40,147

Home equity line of credit

54,878

49,725

Auto loans

118,029

98,386

Direct finance leases

26,232

20,095

Other

8,013

7,602

Residential:

Real estate

325,861

218,445

Construction

34,919

23,357

Total

1,434,557

1,120,811

Less:

Allowance for loan losses

(15,624)

(14,202)

Unearned lease revenue

(1,429)

(1,159)

Loans and leases, net

$

1,417,504

$

1,105,450

As of December 31, 2021, total loans of $1.4 billion were reflected net of deferred loan costs of $3.0 million, including $1.2 million in deferred fee income from Paycheck Protection Program (PPP) loans and $4.2 million in deferred loan costs. As of December 31, 2020, total loans of $1.1 billion were reflected net of 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.

Commercial and industrial (C&I) loan balances were $237.6 million at December 31, 2021 and $280.8 million on December 31, 2020. As of December 31, 2021, the commercial and industrial loan balance included $39.9 million in PPP loans (net of deferred fees), including $7.9 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 December 31, 2021 increased $46.9 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 $430.9 million as of December 31, 2021 and $366.5 million as of December 31, 2020. Mortgage servicing rights amounted to $1.7 million and $1.3 million as of December 31, 2021 and 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.

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 guaranteed 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.

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 20, “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 years ended

(dollars in thousands)

December 31, 2021

December 31, 2020

Balance at beginning of period

$

563

$

-

Accretable yield on acquired loans

589

248

Reclassification from non-accretable difference

453

429

Accretion of accretable yield

(517)

(114)

Balance at end of period

$

1,088

$

563

The above table excludes the $275 thousand in non-accretable yield accreted to interest income for the year ended December 31, 2021 and $10 thousand in non-accretable yield accreted to interest income for the year ended December 31, 2020.

During the twelve months ended December 31, 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 $1,088 thousand at December 31, 2021. The $525 thousand increase resulted from $589 thousand in accretable yield on loans acquired from the Landmark merger during the third quarter of 2021; $453 thousand reclassified from non-accretable yield to accretable yield including $167 thousand from improved collateral values and $286 thousand from payments received on PCI in excess of estimates; and $517 thousand in accretable yield accreted to interest income due to contractual payments received during the twelve months ended December 31, 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 December 31, were as follows:

(dollars in thousands)

December 31, 2021

December 31, 2020

Commercial and industrial

$

154

$

590

Commercial real estate:

Non-owner occupied

478

846

Owner occupied

1,570

1,123

Consumer:

Home equity installment

-

61

Home equity line of credit

97

395

Auto loans

78

27

Residential:

Real estate

572

727

Total

$

2,949

$

3,769

The table above excludes $4.7 million and $1.3 million in purchased credit impaired loans, net of unamortized fair value adjustments as of December 31, 2021 and 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

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 December 31, 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 twelve months ended:

(dollars in thousands)

December 31, 2021

December 31, 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 and industrial

-

$

-

$

-

2

$

206

$

66

Commercial real estate - non-owner occupied

-

-

-

2

1,598

453

Commercial real estate - owner occupied

1

512

-

-

-

-

Total

1

$

512

$

-

4

$

1,804

$

519

In the above table, 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 December 31, 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.

The following presents by class, loans modified as a TDR that subsequently defaulted (i.e. 90 days or more past due following a modification) during the periods indicated:

Loans modified as a TDR within the previous twelve months that subsequently defaulted during the twelve months ended:

(dollars in thousands)

December 31, 2021

December 31, 2020

Number of

Recorded

Number of

Recorded

contracts

investment

contracts

investment

Commercial and industrial

-

$

-

2

$

206

Total

-

$

-

2

$

206

In the above table, the period end balances are inclusive of all partial pay downs and charge-offs since the modification date.

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 December 31, 2021 and 2020, the balance of outstanding TDRs was $3.5 million and $3.2 million, respectively. As of December 31, 2021 and 2020, the allowance for impaired loans that have been modified in a TDR was $0.5 million and $0.7 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

December 31, 2021

past due

past due

or more (1)

past due

Current

loans (3)

and accruing

Commercial and industrial

$

-

$

4 

$

154 

$

158 

$

236,146 

$

236,304 

$

-

Commercial real estate:

Non-owner occupied

-

675 

478 

1,153 

311,695 

312,848 

-

Owner occupied

-

-

1,570 

1,570 

247,185 

248,755 

-

Construction

-

-

-

-

21,147 

21,147 

-

Consumer:

Home equity installment

87 

32 

-

119 

47,452 

47,571 

-

Home equity line of credit

-

-

97 

97 

54,781 

54,878 

-

Auto loans

410 

45 

78 

533 

117,496 

118,029 

-

Direct finance leases

173 

38 

64 

275 

24,528 

24,803 

(2)

64 

Other

49 

17 

-

66 

7,947 

8,013 

-

Residential:

Real estate

-

452 

572 

1,024 

324,837 

325,861 

-

Construction

-

-

-

-

34,919 

34,919 

-

Total

$

719 

$

1,263 

$

3,013 

$

4,995 

$

1,428,133 

$

1,433,128 

$

64 

(1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.4 million. (3) Includes net deferred loan costs of $3.0 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

December 31, 2021

Commercial and industrial

$

218 

$

18 

$

136 

$

154 

$

18 

Commercial real estate:

Non-owner occupied

2,470 

1,674 

796 

2,470 

474 

Owner occupied

3,185 

1,802 

762 

2,564 

763 

Consumer:

Home equity installment

33 

-

-

-

-

Home equity line of credit

137 

-

97 

97 

-

Auto loans

98 

10 

68 

78 

4 

Residential:

Real estate

699 

-

572 

572 

-

Total

$

6,840 

$

3,504 

$

2,431 

$

5,935 

$

1,259 

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 December 31, 2021, impaired loans totaled $5.9 million consisting of $3.0 million in accruing TDRs and $2.9 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 December 31, 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.


‎

December 31, 2021

December 31, 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

$

380 

$

2 

$

-

$

404 

$

1 

$

-

Commercial real estate:

Non-owner occupied

2,698 

195 

-

1,939 

96 

-

Owner occupied

1,883 

55 

-

1,848 

48 

-

Construction

-

-

-

-

-

-

Consumer:

Home equity installment

28 

6 

-

53 

-

-

Home equity line of credit

202 

20 

-

368 

-

-

Auto loans

42 

2 

-

51 

2 

-

Direct finance leases

-

-

-

-

-

-

Other

-

-

-

-

-

-

Residential:

Real estate

682 

-

-

819 

-

-

Construction

-

-

-

-

-

-

Total

$

5,915 

$

280 

$

-

$

5,482 

$

147 

$

-

The average recorded investment in the above chart is based on the five quarter average in the impaired loan balance through the quarter ending December 31, 2021. The average recorded investment for the year ended December 31, 2019 was $5.2 million. There was also interest income recognized of $247 thousand and cash basis interest income recognized of $0.

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 $3.0 million and $1.7 million of deferred costs, segregated by class, categorized into the appropriate credit quality indicator category as of December 31, 2021 and 2020, respectively:

Commercial credit exposure

Credit risk profile by creditworthiness category

December 31, 2021

(dollars in thousands)

Pass

Special mention

Substandard

Doubtful

Total

Commercial and industrial

$

234,822 

$

339 

$

2,400 

$

-

$

237,561 

Commercial real estate - non-owner occupied

289,679 

16,614 

6,555 

-

312,848 

Commercial real estate - owner occupied

228,889 

7,089 

11,520 

-

247,498 

Commercial real estate - construction

21,147 

-

-

-

21,147 

Total commercial

$

774,537 

$

24,042 

$

20,475 

$

-

$

819,054 

Consumer & Mortgage lending credit exposure

Credit risk profile based on payment activity

December 31, 2021

(dollars in thousands)

Performing

Non-performing

Total

Consumer

Home equity installment

$

47,571 

$

-

$

47,571 

Home equity line of credit

54,781 

97 

54,878 

Auto loans

117,951 

78 

118,029 

Direct finance leases (1)

24,739 

64 

24,803 

Other

8,013 

-

8,013 

Total consumer

253,055 

239 

253,294 

Residential

Real estate

325,289 

572 

325,861 

Construction

34,919 

-

34,919 

Total residential

360,208 

572 

360,780 

Total consumer & residential

$

613,263 

$

811 

$

614,074 

(1)Net of unearned lease revenue of $1.4 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 for loan losses and the Company’s recorded investment in loans by portfolio segment as of the period indicated is as follows:

As of and for the year ended December 31, 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

(130)

(491)

(206)

(162)

-

(989)

Recoveries

23 

250 

138 

-

-

411 

Provision

(96)

1,280 

(80)

889 

7 

2,000 

Ending balance

$

2,204 

$

7,422 

$

2,404 

$

3,508 

$

86 

$

15,624 

Ending balance: individually evaluated for impairment

$

18 

$

1,237 

$

4 

$

-

$

-

$

1,259 

Ending balance: collectively evaluated for impairment

$

2,186 

$

6,185 

$

2,400 

$

3,508 

$

86 

$

14,365 

Loans Receivables:

Ending balance (2)

$

236,304 

$

582,750 

$

253,294 

(1)

$

360,780 

$

-

$

1,433,128 

Ending balance: individually evaluated for impairment

$

154 

$

5,034 

$

175 

$

572 

$

-

$

5,935 

Ending balance: collectively evaluated for impairment

$

236,150 

$

577,716 

$

253,119 

$

360,208 

$

-

$

1,427,193 

(1) Net of unearned lease revenue of $1.4 million. (2) Includes $3.0 million of net deferred loan costs.

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 year ended December 31, 2019

Commercial &

Commercial

Residential

(dollars in thousands)

industrial

real estate

Consumer

real estate

Unallocated

Total

Allowance for Loan Losses:

Beginning balance

$

1,432 

$

3,901 

$

2,548 

$

1,844 

$

22 

$

9,747 

Charge-offs

(184)

(597)

(398)

(330)

-

(1,509)

Recoveries

32 

317 

67 

8 

-

424 

Provision

204 

312 

(204)

756 

17 

1,085 

Ending balance

$

1,484 

$

3,933 

$

2,013 

$

2,278 

$

39 

$

9,747 

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 24, “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 $7.7 million and $6.0 million as of December 31, 2021 and 2020, respectively. The residual value of the direct finance leases is fully guaranteed by the dealerships. Residual values amounted to $17.1 million and $12.9 million at December 31, 2021 and 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

2022

$

7,881

2023

6,286

2024

8,497

2025

3,444

2026

124

2027 and thereafter

-

Total future minimum lease payments receivable

26,232

Less: Unearned income

(1,429)

Undiscounted cash flows to be received

$

24,803

6.BANK PREMISES AND EQUIPMENT

Components of bank premises and equipment are summarized as follows:

As of December 31,

(dollars in thousands)

2021

2020

Land

$

3,657

$

3,655

Bank premises

20,515

19,788

Furniture, fixtures and equipment

15,833

13,728

Leasehold improvements

9,851

9,618

Construction in process

494

307

Total

50,350

47,096

Less accumulated depreciation and amortization

(21,040)

(19,470)

Bank premises and equipment, net

$

29,310

$

27,626

Depreciation expense, which includes amortization of leasehold improvements, was $2.2 million, $1.9 million and $1.5 million for the years ended December 31, 2021, 2020 and 2019. The estimated useful life was 40 years for bank premises, 3 to 7 years for furniture and fixtures and for leasehold improvements was the term of the lease.

During the first quarter of 2014, the Company received through foreclosure the deed that secured the collateral for a non-owner occupied commercial real estate loan that was on non-accrual status. The loan, in the amount $1.0 million, was

transferred from loans to foreclosed assets held-for-sale and then to bank premises. Currently the building has a tenant under a lease agreement expiring in April 2022, but the Company expects to use the property for future facility expansion.

7.DEPOSITS

The scheduled maturities of certificates of deposit as of December 31, 2021 were as follows:

(dollars in thousands)

Amount

Percent

2022

$

104,801

75.5

%

2023

19,791

14.3

2024

5,216

3.8

2025

3,206

2.3

2026

4,915

3.5

2027 and thereafter

798

0.6

Total

$

138,727

100.0

%

Certificates of deposit of $250,000 or more aggregated $23.0 million and $41.1 million at December 31, 2021 and 2020, respectively.

As of December 31, 2021 and 2020, $0.6 million and $0.5 million of overdraft deposits have been reclassified as loan balances.

As of December 31, 2021, investment securities with a combined fair value of $738.7 million were available to be pledged as qualifying collateral to secure public deposits and trust funds. The Company required $447.6 million of the qualifying collateral to secure such deposits as of December 31, 2021 and the balance of $291.1 million was available for other pledging needs.

8.SHORT-TERM BORROWINGS

The Company had no short-term borrowings outstanding as of December 31, 2021 and 2020.

The maximum and average amounts of short-term borrowings outstanding and related interest rates as of the periods indicated are as follows:

Maximum

Weighted-

outstanding

average

at any

Average

rate during

Rate at

(dollars in thousands)

month end

outstanding

the year

year-end

December 31, 2021

Overnight borrowings

$

-

$

97

1.06

%

-

%

Total

$

-

$

97

 

December 31, 2020

Overnight borrowings

$

9,159

$

4,175

2.13

%

-

%

Paycheck Protection Program Liquidity Facility

152,791

44,990

0.35

-

Total

$

161,950

$

49,165

 

December 31, 2019

Overnight borrowings

$

58,747

$

35,243

2.49

%

1.81

%

Total

$

58,747

$

35,243

 

Overnight borrowings may include Fed funds purchased from correspondent banks, open repurchase agreements with the FHLB and borrowings at the Discount Window from the Federal Reserve Bank of Philadelphia (FRB). During the first half of 2020, the Company utilized the Paycheck Protection Program Liquidity Facility (PPPLF) to fund PPP lending. The PPPLF borrowings were paid off during the third quarter of 2020.

FHLB borrowings are collateralized by a blanket lien on all commercial and residential real estate loans. At December 31, 2021, the Company had approximately $568.9 million available to borrow from the FHLB, $31.0 million from correspondent banks and approximately $91.7 million that it could borrow at the FRB.


‎

9.FHLB ADVANCES AND OTHER BORROWINGS

During the first quarter of 2021, the Company paid off $5 million in FHLB advances with a weighted average interest rate of 3.07%. During the third quarter of 2021, the Company acquired $4.5 million in FHLB advances from the Landmark merger that was subsequently paid off. The Company had no FHLB advances as of December 31, 2021.

As of December 31, 2021, the Company had secured borrowings with a fair value of $10.6 million related to certain sold loan participations that did not qualify for sales treatment acquired from Landmark.

The maturity and weighted-average interest rate of secured borrowings as of the periods indicated is as follows:

As of December 31, 2021

(dollars in thousands)

Amount

Rate

2022

$

766

3.25

%

2023

26

4.25

2024

2,700

4.13

2025

-

-

2026

-

-

2027 and thereafter

6,952

2.43

Total

$

10,444

2.69

%

10.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 2019, the Company approved a 1 year LTIP and awarded restricted stock and SSARs to senior officers and managers in February 2019 based on 2018 performance. 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 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. During the second quarter of 2020, 500 shares of restricted stock were granted to one new employee after the merger.

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 third quarter of 2021, 476 shares of restricted stock were granted to one new employee after the merger.


‎

The following table summarizes the weighted-average fair value and vesting of restricted stock grants awarded during 2021, 2020 and 2019 under the 2012 stock incentive plans:

2021

2020

2019

Weighted-

Weighted-

Weighted-

Shares

average grant

Shares

average grant

Shares

average grant

granted

date fair value

granted

date fair value

granted

date fair value

Director plan

12,500

(2)

$

52.00

6,000

(2)

$

56.63

5,600

(2)

$

54.69

Omnibus plan

13,552

(3)

52.00

11,761

(3)

55.06

7,251

(2)

54.69

Omnibus plan

50

(1)

58.17

50

(1)

57.62

50

(1)

58.08

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

12,901

$

54.70

(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, 2018

12,600

17,360

29,960

$

38.99

Granted

5,600

7,301

12,901

54.70

Forfeited

-

(126)

(126)

54.69

Vested

(7,000)

(8,574)

(15,574)

33.81

Non-vested balance at December 31, 2019

11,200

15,961

27,161

$

49.48

Granted

6,000

12,311

18,311

55.00

Forfeited

-

-

-

Vested

(7,798)

(7,597)

(15,395)

48.47

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 December 31, 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, 2018

89,250

$

8.36

8.2

Granted

11,073

16.79

10.0

Exercised

(3,059)

3.48

Forfeited

-

-

Outstanding December 31, 2019

97,264

$

9.47

7.5

Granted

-

-

-

Exercised

-

-

-

Forfeited

-

-

-

Outstanding December 31, 2020

97,264

$

9.47

6.5

Granted

-

Exercised

(2,932)

3.48

Forfeited

-

Outstanding December 31, 2021

94,332

$

9.66

5.5

Of the SSARs outstanding at December 31, 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. During 2019, there were 3,059 SSARs exercised. The intrinsic value recorded for these SSARs was $10,631. The tax deduction realized from the exercise of these SSARs was $108,134 resulting in a tax benefit of $22,708.

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 years ended December 31, 2021, 2020 and 2019 and the unrecognized stock-based compensation expense as of December 31, 2021:

(dollars in thousands)

2021

2020

2019

Stock-based compensation expense:

Director stock incentive plan

$

422

$

434

$

240

Omnibus stock incentive plan

640

740

611

Employee stock purchase plan

44

27

107

Total stock-based compensation expense

$

1,106

$

1,201

$

958

In addition, during 2021, 2020 and 2019 the Company reversed accruals of ($10 thousand), ($0.1 million) and ($0.1 million) in stock-based compensation expense for restricted stock and SSARs to be awarded under the Omnibus Plan.

As of

(dollars in thousands)

December 31, 2021

Unrecognized stock-based compensation expense:

Director plan

$

498

Omnibus plan

781

Total unrecognized stock-based compensation expense

$

1,279

The unrecognized stock-based compensation expense as of December 31, 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 December 31, 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.

The Company also established the dividend reinvestment plan (the DRP) for its shareholders. The DRP is designed to avail the Company’s stock at no transactional cost to its shareholders. Cash dividends paid to shareholders who are enrolled in the DRP plus voluntary cash deposits received can be used to purchase shares, directly from the Company, from shares that become available in the open market or in negotiated transactions with third parties. The Company has reserved 750,000 shares of its un-issued capital stock for issuance under the DRP. As of December 31, 2021, there were 591,730 shares available for future issuance.

11.INCOME TAXES

Pursuant to the accounting guidelines related to income taxes, the Company has evaluated its material tax positions as of December 31, 2021 and 2020. Under the “more-likely-than-not” threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. In periods subsequent to December 31, 2021, determinations of potentially adverse material tax positions will be evaluated to determine whether an uncertain tax position may have previously existed or has been originated. In the event an adverse tax position is determined to exist, penalty and interest will be accrued, in accordance with the Internal Revenue Service (IRS) guidelines, and will be recorded as a component of other expenses in the Company’s consolidated statements of income.

As of December 31, 2021, there were no unrecognized tax benefits that, if recognized, would significantly affect the Company’s effective tax rate. Also, there were no penalties and interest recognized in the consolidated statements of income in 2021, 2020 and 2019 as a result of management’s evaluation of whether an uncertain tax position may exist nor does the Company foresee a change in its material tax positions that would give rise to the non-recognition of an existing tax benefit during the forthcoming twelve months. Tax returns filed with the IRS are subject to review by law under a three-year statute

of limitations. The Company has not received notification from the IRS regarding adverse tax issues for the current year or from tax returns filed for tax years 2020, 2019 or 2018.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The bill reduced the Company’s federal corporate income tax rate from 34% to 21% effective January 1, 2018.

The following temporary differences gave rise to the net deferred tax liability, a component of other assets in the consolidated balance sheets, as of the periods indicated:

As of December 31,

(dollars in thousands)

2021

2020

Deferred tax assets:

Allowance for loan losses

$

3,281

$

2,936

Deferred interest from non-accrual assets

251

206

Operating lease liabilities

2,022

1,605

Acquisition accounting

2,087

479

Other

1,029

594

Total

8,670

5,820

Deferred tax liabilities:

Net unrealized gains on available-for-sale securities

(48)

(2,380)

Loan fees and costs

(1,397)

(1,013)

Automobile leasing

(5,162)

(4,287)

Operating lease right-of-use assets

(1,891)

(1,487)

Depreciation

(1,594)

(1,411)

Mortgage loan servicing rights

(357)

(278)

Total

(10,449)

(10,856)

Deferred tax liability, net

$

(1,779)

$

(5,036)

The components of the total provision for income taxes for the years indicated are as follows:

Years ended December 31,

(dollars in thousands)

2021

2020

2019

Current

$

4,904

$

2,336

$

1,985

Deferred

(903)

(87)

341

Total provision for income taxes

$

4,001

$

2,249

$

2,326

The reconciliation between the expected statutory income tax and the actual provision for income taxes is as follows:

Years ended December 31,

(dollars in thousands)

2021

2020

2019

Expected provision at the statutory rate

$

5,873

$

3,203

$

2,919

Tax-exempt income

(1,686)

(865)

(592)

Bank owned life insurance

(232)

(167)

(136)

Nondeductible interest expense

87

54

37

Nondeductible other expenses and other, net

49

(8)

98

Tax credits

(135)

-

-

State income tax

45

32

-

Actual provision for income taxes

$

4,001

$

2,249

$

2,326

12.RETIREMENT PLAN

The Company has a defined contribution profit sharing 401(k) plan covering substantially all of its employees. The plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions to the plan approximated $1.0 million, $0.7 million and $0.5 million in 2021, 2020 and 2019.

13.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:

December 31, 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

$

96,877 

$

96,877 

$

96,877 

$

-

$

-

Available-for-sale debt securities

738,980 

738,980 

-

738,980 

-

Restricted investments in bank stock

3,206 

3,206 

-

3,206 

-

Loans and leases, net

1,417,504 

1,404,103 

-

-

1,404,103 

Loans held-for-sale

31,727 

32,013 

-

32,013 

-

Accrued interest receivable

7,526 

7,526 

-

7,526 

-

Financial liabilities:

Deposits with no stated maturities

2,031,072 

2,031,072 

-

2,031,072 

-

Time deposits

138,793 

138,291 

-

138,291 

-

Secured borrowings

10,620 

10,690 

-

-

10,690 

Accrued interest payable

155 

155 

-

155 

-

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 21, “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.

Secured borrowings: The fair value for these obligations uses an income approach based on expected cash flows on a pooled basis.

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)

December 31, 2021

(Level 1)

(Level 2)

(Level 3)

Available-for-sale securities:

Agency - GSE

$

117,003 

$

-

$

117,003 

$

-

Obligations of states and political subdivisions

364,710 

-

364,710 

-

MBS - GSE residential

257,267 

-

257,267 

-

Total available-for-sale debt securities

$

738,980 

$

-

$

738,980 

$

-

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 December 31, 2021 and 2020, respectively.

The following table illustrates the financial instruments 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 December 31, 2021

(Level 1)

(Level 2)

(Level 3)

Impaired loans

$

2,245

$

-

$

-

$

2,245

Other real estate owned

198

-

-

198

Total

$

2,443

$

-

$

-

$

2,443

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 December 31, 2021 and December 31, 2020, the range of liquidation expenses and other valuation adjustments applied to impaired loans ranged from -33.08% 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 -44.50% as of December 31, 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 December 31, 2021 and December 31, 2020, the discounts applied to the appraised values of ORE ranged from -20.16% and -77.60% and from -21.47% and -77.60%, respectively. As of December 31, 2021, and December 31, 2020, the weighted average of discount to the appraisal values of ORE amounted to -28.21% and -31.30%, respectively.

At December 31, 2021 and 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.

Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of the Company’s involvement in particular classes of financial instruments. Because of the nature of these instruments, the fair values of these off-balance sheet items are not material.

The notional amount of the Company’s financial instruments with off-balance sheet risk was as follows:

December 31,

(dollars in thousands)

2021

2020

Off-balance sheet financial instruments:

Commitments to extend credit

$

306,852

$

262,816

Standby letters of credit

6,352

3,946

Commitments to Extend Credit and Standby Letters of Credit

The Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The Company evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by the Company on extension of credit, is based on management’s credit assessment of the customer.

Financial standby letters of credit are conditional commitments issued by the Company to guarantee performance of a customer to a third party. Those guarantees are issued primarily to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The Company’s performance under the guarantee is required upon presentation by the beneficiary of the financial standby letter of credit. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company was not required to recognize any liability in connection with the issuance of these financial standby letters of credit.

The following table summarizes outstanding financial letters of credit as of December 31, 2021:

More than

Less than

one year to

Over five

(dollars in thousands)

one year

five years

years

Total

Secured by:

Collateral

$

1,835

$

423

$

2,014

$

4,272

Bank lines of credit

353

108

-

461

Other

1,152

-

-

1,152

3,340

531

2,014

5,885

Unsecured

30

437

-

467

Total

$

3,370

$

968

$

2,014

$

6,352

The Company has not incurred losses on its commitments in 2021, 2020 or 2019.

14.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 years ended December 31, 2021, 2020 and 2019, there were 28,770, 24,644 and 32,091 potentially dilutive shares related to issued and unexercised SSARs. The calculation did not include 11,073 unexercised SSARs that could potentially dilute earnings per share but their effect was antidilutive as of December 31, 2021. For restricted stock, dilution would occur from the Company’s previously granted but unvested shares.

There were 12,705, 5,496 and 10,720 potentially dilutive shares related to unvested restricted share grants as of the years ended December 31, 2021, 2020 and 2019, 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 years indicated:

2021

2020

2019

(dollars in thousands except per share data)

Basic EPS:

Net income available to common shareholders

$

24,008

$

13,035

$

11,576

Weighted-average common shares outstanding

5,321,687

4,586,224

3,779,582

Basic EPS

$

4.51

$

2.84

$

3.06

Diluted EPS:

Net income available to common shareholders

$

24,008

$

13,035

$

11,576

Weighted-average common shares outstanding

5,321,687

4,586,224

3,779,582

Potentially dilutive common shares

41,475

30,140

42,811

Weighted-average common and potentially dilutive shares outstanding

5,363,162

4,616,364

3,822,393

Diluted EPS

$

4.48

$

2.82

$

3.03

15.REGULATORY MATTERS

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 December 31, 2021 and 2020, the Company and the Bank exceeded all capital adequacy requirements to which it was subject.


‎

The following table reflects the actual and required capital and the related capital ratios as of the periods indicated. No amounts were deducted from capital for interest-rate risk in either 2021 or 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 December 31, 2021:

Total capital (to risk-weighted assets)

Consolidated

$

205,667 

14.5%

≥

$

113,421 

8.0%

≥

$

148,866 

10.5%

N/A

N/A

Bank

$

205,726 

14.5%

≥

$

113,406 

8.0%

≥

$

148,845 

10.5%

≥

$

141,757 

10.0%

Tier 1 common equity (to risk-weighted assets)

Consolidated

$

189,980 

13.4%

≥

$

63,800 

4.5%

≥

$

99,244 

7.0%

N/A

N/A

Bank

$

190,039 

13.4%

≥

$

63,791 

4.5%

≥

$

99,230 

7.0%

≥

$

92,142 

6.5%

Tier I capital (to risk-weighted assets)

Consolidated

$

189,980 

13.4%

≥

$

85,066 

6.0%

≥

$

120,510 

8.5%

N/A

N/A

Bank

$

190,039 

13.4%

≥

$

85,054 

6.0%

≥

$

120,493 

8.5%

≥

$

113,406 

8.0%

Tier I capital (to average assets)

Consolidated

$

189,980 

7.9%

≥

$

95,688 

4.0%

≥

$

95,688 

4.0%

N/A

N/A

Bank

$

190,039 

7.9%

≥

$

95,680 

4.0%

≥

$

95,680 

4.0%

≥

$

119,600 

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 minimums under Basel III increased to include the capital conservation buffer of 2.50%.

The Company’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations and Pennsylvania law limit the amount of dividends that may be paid from the Bank to the Company without prior approval of regulatory agencies. Accordingly, at December 31, 2021, approximately $114.6 million was available for dividend distribution from the Bank to the Company in 2021.


‎

16.RELATED PARTY TRANSACTIONS

During the ordinary course of business, loans are made to executive officers, directors, greater than 5% shareholders and associates of such persons. These transactions are executed on substantially the same terms and at the rates prevailing at the time for comparable transactions with others. These loans do not involve more than the normal risk of collectability or present other unfavorable features. A summary of loan activity with officers, directors, associates of such persons and shareholders who own more than 5% of the Company’s outstanding shares is as follows:

Years ended December 31,

(dollars in thousands)

2021

2020

2019

Balance, beginning

$

9,885

$

6,765

$

6,542

Adjustments for changes in position

1,022

(1,063)

-

Additions

7,228

7,156

1,864

Collections

(6,630)

(2,973)

(1,641)

Balance, ending

$

11,505

$

9,885

$

6,765

As of December 31, 2021, 2020 and 2019, deposits from executive officers and directors approximated $39.0 million, $27.9 million and $14.8 million, respectively.

17.CONTINGENCIES

The nature of the Company’s business generates litigation involving matters arising in the ordinary course of business. However, in the opinion of management of the Company after consulting with the Company’s legal counsel, no legal proceedings are pending, which, if determined adversely to the Company or the Bank, would have a material effect on the Company’s shareholders’ equity or results of operations. No legal proceedings are pending other than ordinary routine litigation incident to the business of the Company and the Bank. In addition, to management’s knowledge, no government authorities have initiated or contemplated any material legal actions against the Company or the Bank.

18.RECENT 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. 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. 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. The current allowance for loan losses calculation is expected to be run side-by-side with the CECL model in the 2nd, 3rd and 4th quarters of 2022 to gain a better understanding of the effects of the change.

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. As of December 31, 2021, the Company had approximately $43 million in loans with rates tied to LIBOR. The Company is working on modifying each of these contracts to have all modifications completed by December 31, 2022.

19.PARENT COMPANY ONLY

The following is the condensed financial information for Fidelity D & D Bancorp, Inc. on a parent company only basis as of and for the years indicated:

Condensed Balance Sheets

As of December 31,

(dollars in thousands)

2021

2020

Assets:

Cash

$

515

$

256

Investment in subsidiary

211,788

166,618

Other assets

198

180

Total

$

212,501

$

167,054

Liabilities and shareholders' equity:

Liabilities

$

772

$

384

Capital stock and retained earnings

211,550

157,718

Accumulated other comprehensive income (loss)

179

8,952

Total

$

212,501

$

167,054

Condensed Income Statements

Years ended December 31,

(dollars in thousands)

2021

2020

2019

Income:

Equity in undistributed earnings of subsidiary

$

19,898

$

9,934

$

8,839

Dividends from subsidiary

6,608

5,378

4,037

Total income

26,506

15,312

12,876

Operating expenses

3,016

2,779

1,598

Income before taxes

23,490

12,533

11,278

Credit for income taxes

518

502

298

Net income

$

24,008

$

13,035

$

11,576


‎

Statements of Comprehensive Income

Years ended December 31,

(dollars in thousands)

2021

2020

2019

Bancorp net loss

$

(2,498)

$

(2,277)

$

(1,300)

Equity in net income of subsidiary

26,506

15,312

12,876

Net income

24,008

13,035

11,576

Equity in other comprehensive income (loss) of subsidiary

(8,773)

5,350

4,697

Other comprehensive (loss) income, net of tax

(8,773)

5,350

4,697

Total comprehensive income, net of tax

$

15,235

$

18,385

$

16,273

Condensed Statements of Cash Flows

Years ended December 31,

(dollars in thousands)

2021

2020

2019

Cash flows from operating activities:

Net income

$

24,008

$

13,035

$

11,576

Adjustments to reconcile net income to net cash used in operations:

Equity in earnings of subsidiary

(26,506)

(15,312)

(12,876)

Stock-based compensation expense

1,096

1,077

817

Deferred income tax

(10)

(84)

2

Changes in other assets and liabilities, net

390

71

137

Net cash used in operating activities

(1,022)

(1,213)

(344)

Cash flows provided by investing activities:

Dividends received from subsidiary

6,608

5,378

4,037

Operating dividend from subsidiary

1,075

1,129

-

Net cash (used in) acquired in acquisition

(64)

58

-

Net cash provided by investing activities

7,619

6,565

4,037

Cash flows used in financing activities:

Dividends paid, net of dividend reinvestment

(6,608)

(5,378)

(4,037)

Withholdings to purchase capital stock

270

219

175

Net cash used in financing activities

(6,338)

(5,159)

(3,862)

Net change in cash

259

193

(169)

Cash, beginning

256

63

232

Cash, ending

$

515

$

256

$

63

20.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 (net of cash consideration), 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.

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 (6/30/2021 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 methodologies 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 twelve months ended December 31, 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, merger expenses, 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.
‎

Unaudited

Twelve months ended December 31,

(Dollars in thousands)

2021

2020

Net interest income

$

68,970

$

57,531

Other income

18,959

15,978

Total net interest income and other income

$

87,929

$

73,509

Net income

29,080

18,402

Basic earnings per common share

$

5.15

$

3.52

Diluted earnings per common share

$

5.11

$

3.50

Merger-related expenses

For year ended December 31, 2021, the Company incurred $3.0 million in merger-related expenses related to the merger with Landmark, primarily consisting of data processing, salaries and employee benefits, and professional fee expenses. For the year ended December 31, 2020, the Company incurred merger-related expenses related to the merger with MNB totaling $2.5 million, primarily consisting of professional fees, salaries and employee benefits and data processing fees.

21.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 Landmark, the Company added BOLI with a value of $7.2 million during 2021. The policies’ cash surrender value totaled $52.7 million and $44.3 million, respectively, as of December 31, 2021 and 2020 and is reflected as an asset on the consolidated balance sheets. For the years ended December 31, 2021 and 2020, the Company has recorded income of $1.2 million and $794 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 December 31, 2021, the policies had total death benefits of $49.7 million of which $8.4 million would have been paid to the officer’s beneficiaries and the remaining $41.3 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 December 31, 2021 and 2020, the Company accrued expenses of $200 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 December 31, 2021 and 2020, the Company accrued expenses of $3.6 million and $2.0 million in connection with the SERP.

22.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 December 31, 2021 and 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.

23.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 were 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 December 31, 2021, eleven of the Company’s branch properties and one future branch 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 Company acquired a leased property classified as a finance lease with a fair value of $1.2 million from the Landmark merger during 2021.

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

(dollars in thousands)

December 31, 2021

December 31, 2020

Property and equipment

$

1,673

$

485

Less accumulated depreciation and amortization

(366)

(202)

Leased property under finance leases, net

$

1,307

$

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 December 31, 2021:

(dollars in thousands)

Amount

2022

$

247

2023

220

2024

164

2025

158

2026

150

2027 and thereafter

463

Total minimum lease payments (a)

1,402

Less amount representing interest (b)

(82)

Present value of net minimum lease payments

$

1,320

(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 December 31, 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. During 2021, the Company entered into a new lease for the Bethlehem branch which will be relocated in 2022. 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 incu
‎

(dollars in thousands)

2021

Lease cost

Finance lease cost:

Amortization of right-of-use assets

$

164

Interest on lease liabilities

16

Operating lease cost

637

Short-term lease cost

59

Variable lease cost

4

Total lease cost

$

880

Other information

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from finance leases

$

16

Operating cash flows from operating leases (Fixed payments)

$

560

Operating cash flows from operating leases (Liability reduction)

$

291

Financing cash flows from finance leases

$

159

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

$

1,188

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

$

2,775

Weighted-average remaining lease term - finance leases

7.22 yrs

Weighted average remaining lease term - operating leases

21.42 yrs

Weighted-average discount rate - finance leases

1.79%

Weighted-average discount rate - operating leases

3.38%

During 2021, $845 thousand of the total lease cost is included in premises and equipment expense and $35 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 December 31, 2021 are as follows:

(dollars in thousands)

Amount

2022

$

619

2023

606

2024

602

2025

610

2026

617

2027 and thereafter

10,482

Total future minimum lease payments

13,536

Plus variable payment adjustment

340

Less amount representing interest

(4,249)

Present value of net future minimum lease payments

$

9,627

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 two properties under long-term operating leases are as follows:

(dollars in thousands)

Amount

2022

$

104

2023

48

2024

51

2025

54

2026

54

2027 and thereafter

27

Total lease payments to be received

$

338

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 years ended December 31,

(dollars in thousands)

2021

2020

2019

Lease income - direct finance leases

Interest income on lease receivables

$

807

$

722

$

683

Lease income - operating leases

257

236

239

Total lease income

$

1,064

$

958

$

922

ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A: CONTROLS AND PROCEDURES

As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out by the Company’s management, with the participation of its President and Chief Executive Officer and the 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 the 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 December 31, 2021.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s President and Chief Executive Officer and the Chief Financial Officer, and implemented in conjunction with management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. This assessment was based on criteria for effective internal control over financial reporting described in “Internal Control – Integrated Framework,” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined that, as of December 31, 2021, the Company maintained effective internal control over financial reporting.

ITEM 9B: OTHER INFORMATION

None

ITEM 9C: DISCLOSURE RELATING TO FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None

PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required in this item is incorporated by reference herein to the information presented in the Company’s definitive Proxy Statement for its 2022 Annual Meeting of Shareholders to be filed with the SEC.

Section 16(a) Beneficial Ownership Reporting Compliance

The information required in this item is incorporated by reference herein to the information presented in the Company’s definitive Proxy Statement for its 2022 Annual Meeting of Shareholders to be filed with the SEC.

Code of Ethics

Pursuant to Item 406 of Regulation S-K, the Company adopted a written code of ethics that applies to our directors, officers and employees, including our chief executive officer and chief financial officer, which is available on our website at http://www.bankatfidelity.com through the Investor Relations link and then under the headings “Other Information”, “Governance Documents.” In addition, copies of our code of ethics will be provided to shareholders upon written request to Fidelity D & D Bancorp, Inc., Blakely and Drinker Streets, Dunmore, PA 18512 at no charge.

ITEM 11: EXECUTIVE COMPENSATION

The information required in this item is incorporated by reference herein to the information presented in the Company’s definitive Proxy Statement for its 2022 annual meeting of shareholders to be filed with the SEC.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required in this item is incorporated by reference herein to the information presented in the Company’s definitive Proxy Statement for its 2022 annual meeting of shareholders to be filed with the SEC.

Securities authorized for issuance under equity compensation plans

The following table summarizes the Company’s equity compensation plans as of December 31, 2021 that have been approved and not approved by Fidelity D & D Bancorp, Inc. shareholders:

(a)

(b)

(c)

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders:

2002 Employee Stock Purchase Plan

4,891 

$

59.50 

74,852

2012 Omnibus Stock Incentive Plan (Restricted stock)

28,123 

$

53.31 

672,453

2012 Omnibus Stock Incentive Plan (SSARs)

32,561 

$

38.72 

672,453

2012 Director Stock Incentive Plan (Restricted stock)

14,920 

$

52.99 

680,900

Equity compensation plans not approved by security holders - none

-

-

-

Total

80,495 

$

47.73 

1,428,205 

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required in this item is set forth in Footnote No. 16 “Related Party Transactions”, of Part II, Item 8 “Financial Statements and Supplementary Data”, and the information required by Items 404 and 407(a) of Regulation S-K is incorporated by reference herein to the information presented in the Company’s definitive Proxy Statement for its 2022 annual meeting of shareholders to be filed with the SEC.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference herein, to the information presented in the Company’s definitive Proxy Statement for its 2022 annual meeting of shareholders to be filed with the SEC.


‎

PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements - The following financial statements are included by reference in Part II, Item 8 hereof:

Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

Financial Statement Schedules are omitted because the required information is either not applicable, the data is not significant or the required information is shown in the respective financial statements or in the notes thereto or elsewhere herein.


‎

(3) Exhibits

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

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. Fidelity agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.)

2.1 Agreement and Plan of Reorganization by and among Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank, NEPA Acquisition Subsidiary, LLC, Landmark Bancorp, Inc. and Landmark Community Bank dated as of February 25, 2021. Incorporated by reference to Annex A of the Registrant’s Registration Statement No. 333-236453 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. Fidelity 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 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.

*10.5 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.

*10.6 Employment 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.

*10.7 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.

*10.8 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.

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

*10.10 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.

*10.11 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.

*10.12 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.

*10.13 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.

13 Annual Report to Shareholders. Incorporated by reference to the 2021 Annual Report to Shareholders filed with the SEC on Form ARS.

21 Subsidiaries of the Registrant, filed herewith.

23 Consent of RSM US LLP, filed herewith.

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. Annual Report on Form 10-K for the year ended December 31, 2021, is formatted in XBRL (eXtensible Business Reporting Language): Consolidated Balance Sheets as of December 31, 2021 and 2020; Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019; Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019; Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2021, 2020 and 2019; Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 and the Notes to the Consolidated Financial Statements.

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

(b)The exhibits required to be filed by this Item are listed under Item 15(a) 3, above.

(c)Not applicable.

_________________________

* Management contract or compensatory plan or arrangement.

ITEM 16: FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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.

(Registrant)

Date: March 23, 2022

By:

/s/ Daniel J. Santaniello

 Daniel J. Santaniello,

  President and Chief Executive Officer

Date: March 23, 2022

By:

/s/ Salvatore R. DeFrancesco, Jr.

 Salvatore R. DeFrancesco, Jr.,

  Treasurer and Chief Financial Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

DATE

By:

/s/ Daniel J. Santaniello

March 23, 2022

Daniel J. Santaniello, President and Chief

Executive Officer

By:

/s/ Salvatore R. DeFrancesco, Jr.

March 23, 2022

Salvatore R. DeFrancesco, Jr., Treasurer

and Chief Financial Officer

By:

/s/ Brian J. Cali

March 23, 2022

Brian J. Cali, Chairman of the

Board of Directors and Director

By:

/s/ John T. Cognetti

March 23, 2022

John T. Cognetti, Secretary and Director

By:

/s/ Richard M. Hotchkiss

March 23, 2022

Richard M. Hotchkiss, Director

By:

/s/ Michael J. McDonald

March 23, 2022

Michael J. McDonald, Vice Chairman

of the Board of Directors and Director

By:

/s/ Paul C. Woelkers

March 23, 2022

 

Paul C. Woelkers, Director

By:

/s/ HelenBeth G. Vilcek

March 23, 2022

 

HelenBeth G. Vilcek, Director

By:

/s/ Kristin Dempsey O’Donnell

March 23, 2022

Kristin Dempsey O’Donnell, Director

By:

/s/ Richard Lettieri

March 23, 2022

Richard Lettieri, Director

By:

/s/ William J. Joyce, Sr.

March 23, 2022

William J. Joyce, Sr., Director

By:

/s/ Alan Silverman

March 23, 2022

Alan Silverman, Director

111

 EX-21 2 fdbc-20211231xex21.htm EX-21 Exhibit 21

Exhibit 21

Subsidiaries of the Registrant



 

 

 

 

Subsidiary

 

 

 

State of Incorporation



 

 

The Fidelity Deposit and Discount Bank

 

Pennsylvania



 

 



 

 



EX-23 3 fdbc-20211231xex23.htm EX-23 Exhibit 23

Exhibit 23

Consent of Independent Registered Public Accounting Firm





We consent to the incorporation by reference in the Registration Statement (No. 333-181489, 333-181488, 333 113339, and 333-64356) on Form S-8 and Registration Statement (Nos. 333-183216 and 333-152806) on Form S-3 of Fidelity D & D Bancorp, Inc. and Subsidiary of our report dated March 23, 2022, relating to the consolidated financial statements of Fidelity D & D Bancorp, Inc. and Subsidiary, appearing in this Annual Report on Form 10-K of Fidelity D & D Bancorp, Inc. and Subsidiary for the year ended December 31, 2021.

 

/s/ RSM US LLP

 

Blue Bell, Pennsylvania

March 23, 2022





EX-31.1 4 fdbc-20211231xex31_1.htm EX-31.1 Exhibit 311

Exhibit 31.1

CERTIFICATION

I, Daniel J. Santaniello, certify that:

1.I have reviewed this annual report on Form 10-K 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.



4

 

 

 

 

 

 

Date:  March 23, 2022

 

By:

 /s/ Daniel  J. Santaniello



 

 

Daniel J. Santaniello, President



 

 

and Chief Executive Officer



EX-31.2 5 fdbc-20211231xex31_2.htm EX-31.2 Exhibit 312

Exhibit 31.2

CERTIFICATION

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

1.I have reviewed this report on Form 10-K 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:  March 23, 2022

 

By:

/s/ Salvatore R. DeFrancesco, Jr.



 

 

Salvatore R. DeFrancesco, Jr.



 

 

Treasurer and Chief Financial Officer



 

 

 

 

 

 



EX-32.1 6 fdbc-20211231xex32_1.htm EX-32.1 Exhibit 321

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 Annual Report on Form 10-K of Fidelity D & D Bancorp, Inc. (the “Company”) for the year ended December 31, 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 Title 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.



4

 

 

 

 

 

 

Date:  March 23, 2022

 

By:

/s/ Daniel  J. Santaniello



 

 

Daniel J. Santaniello, President



 

 

and Chief Executive Officer



EX-32.2 7 fdbc-20211231xex32_2.htm EX-32.2 Exhibit 322

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 Annual Report on Form 10-K of Fidelity D & D Bancorp, Inc. (the “Company”) for the year ended December 31, 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 Title 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:  March 23, 2022

 

By:

/s/ Salvatore R. DeFrancesco, Jr.



 

 

Salvatore R. DeFrancesco, Jr.



 

 

Treasurer and Chief Financial Officer



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Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Feb. 28, 2022
Jun. 30, 2021
Document and Entity Information [Abstract]      
Document Type 10-K    
Document Annual Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 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 AND DRINKER STREETS    
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 Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
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    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity Public Float     $ 216.2
Entity Common Stock, Shares Outstanding   5,659,018  
Documents Incorporated by Reference Portions of the Registrant’s definitive Proxy Statement to be used in connection with the 2022 Annual Meeting of Shareholders are incorporated herein by reference in partial response to Part III.    
Amendment Flag false    
Entity Central Index Key 0001098151    
Document Fiscal Period Focus FY    
Auditor Firm ID 49    
Auditor Name RSM US LLP    
Auditor Location Blue Bell, Pennsylvania    
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Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Assets:    
Cash and due from banks $ 27,317 $ 19,408
Interest-bearing deposits with financial institutions 69,560 49,938
Total cash and cash equivalents 96,877 69,346
Available-for-sale securities 738,980 392,420
Restricted investments in bank stock 3,206 2,813
Loans and leases, net (allowance for loan losses of $15,624 in 2021; $14,202 in 2020) 1,417,504 1,105,450
Loans held-for-sale (fair value $32,013 in 2021, $30,858 in 2020) 31,727 29,786
Foreclosed assets held-for-sale 434 256
Bank premises and equipment, net 29,310 27,626
Leased property under finance leases, net 1,307 283
Right-of-use assets 9,006 7,082
Cash surrender value of bank owned life insurance 52,745 44,285
Accrued interest receivable 7,526 5,712
Goodwill 19,628 7,053
Core deposit intangible, net 1,942 1,734
Other assets 8,912 5,664
Total assets 2,419,104 1,699,510
Liabilities:    
Deposits: Interest-bearing 1,579,582 1,102,009
Deposits: Non-interest-bearing 590,283 407,496
Total deposits 2,169,865 1,509,505
Accrued interest payable and other liabilities 15,943 10,400
Finance lease obligation 1,320 291
Operating lease liabilities 9,627 7,644
Secured borrowings 10,620  
FHLB advances   5,000
Total liabilities 2,207,375 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 December 31, 2021; and 4,977,750 at December 31, 2020) 114,108 77,676
Retained earnings 97,442 80,042
Accumulated other comprehensive income 179 8,952
Total shareholders' equity 211,729 166,670
Total liabilities and shareholders' equity $ 2,419,104 $ 1,699,510
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Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Consolidated Balance Sheets [Abstract]    
Loans and leases, allowance for loan losses $ 15,624 $ 14,202
Loans held-for-sale, fair value $ 32,013 $ 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
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Consolidated Statements of Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Interest income:      
Loans and leases: Taxable $ 53,918 $ 41,985 $ 32,364
Loans and leases: Nontaxable 1,513 1,256 1,077
Interest-bearing deposits with financial institutions 148 121 47
Restricted investments in bank stock 127 162 417
Investment securities:      
U.S. government agency and corporations 4,068 3,197 3,633
States and political subdivisions (nontaxable) 4,413 2,374 1,731
States and political subdivisions (taxable) 1,281 398  
Other securities   3  
Total interest income 65,468 49,496 39,269
Interest expense:      
Deposits 3,456 4,756 6,176
Secured borrowings 156    
Other short-term borrowings 1 248 878
FHLB advances 26 307 500
Total interest expense 3,639 5,311 7,554
Net interest income 61,829 44,185 31,715
Provision for loan losses 2,000 5,250 1,085
Net interest income after provision for loan losses 59,829 38,935 30,630
Other income:      
Earnings on bank-owned life insurance 1,227 794 647
Gain (loss) on write-down, sale or disposal of:      
Loans 4,172 3,603 856
Available-for-sale debt securities 46 115 14
Premises and equipment (186) (142) (13)
Total other income 18,287 14,668 10,193
Other expenses:      
Salaries and employee benefits 25,249 19,831 14,761
Premises and equipment 6,998 5,623 4,124
Data processing and communication 2,566 2,246 1,765
Advertising and marketing 3,253 2,269 1,610
Professional services 3,415 2,869 1,362
Merger-related expenses 3,033 2,452 440
Automated transaction processing 1,479 1,158 877
Office supplies and postage 640 541 413
PA shares tax 395 381 303
Loan collection 126 131 264
Other real estate owned 29 28 121
FDIC assessment 679 280 133
FHLB prepayment fee 369 481  
Other 1,876 29 748
Total other expenses 50,107 38,319 26,921
Income before income taxes 28,009 15,284 13,902
Provision for income taxes 4,001 2,249 2,326
Net income $ 24,008 $ 13,035 $ 11,576
Per share data:      
Net income - basic $ 4.51 $ 2.84 $ 3.06
Net income - diluted 4.48 2.82 3.03
Dividends $ 1.23 $ 1.14 $ 1.06
Service charges on deposit accounts [Member]      
Other income:      
Other income: revenues from contracts with customers $ 2,623 $ 2,117 $ 2,286
Interchange fees [Member]      
Other income:      
Other income: revenues from contracts with customers 4,286 3,153 2,208
Service charges on loans [Member]      
Other income:      
Other income: revenues from contracts with customers 1,980 1,681 1,054
Fees from trust fiduciary activities [Member]      
Other income:      
Other income: revenues from contracts with customers 2,253 1,785 1,350
Fees from financial services [Member]      
Other income:      
Other income: revenues from contracts with customers 984 749 946
Fees and other revenue [Member]      
Other income:      
Other income: revenues from contracts with customers $ 902 $ 813 $ 845
XML 18 R5.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Consolidated Statements of Comprehensive Income [Abstract]      
Net income $ 24,008 $ 13,035 $ 11,576
Other comprehensive (loss) income, before tax:      
Unrealized holding (loss) gain on available-for-sale debt securities (11,059) 6,887 5,960
Reclassification adjustment for net gains realized in income (46) (115) (14)
Net unrealized (loss) gain (11,105) 6,772 5,946
Tax effect 2,332 (1,422) (1,249)
Unrealized (loss) gain, net of tax (8,773) 5,350 4,697
Other comprehensive (loss) gain, net of tax (8,773) 5,350 4,697
Total comprehensive income (loss), net of tax $ 15,235 $ 18,385 $ 16,273
XML 19 R6.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Changes in Shareholders' Equity - USD ($)
$ in Thousands
Capital Stock [Member]
Retained earnings [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Retained earnings [Member]
Accumulated other comprehensive income (loss) [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Total
Beginning balance at Dec. 31, 2018 $ 29,715   $ 64,937 $ (1,095)   $ 93,557
Balance, shares at Dec. 31, 2018 3,759,426          
Net income     11,576     11,576
Other comprehensive (loss) income       4,697   4,697
Issuance of common stock through Employee Stock Purchase Plan $ 175         175
Issuance of common stock through Employee Stock Purchase Plan, shares 4,535          
Issuance of common stock from vested restricted share grants through stock compensation plans 15,574          
Issuance of common stock through exercise of SSARs, shares 1,965          
Stock-based compensation expense $ 958         958
Cash dividends declared     (4,037)     (4,037)
Ending balance (ASU 2016-02 [Member]) at Dec. 31, 2019   $ (91)     $ (91)  
Ending balance at Dec. 31, 2019 $ 30,848   72,385 3,602   106,835
Balance, shares at Dec. 31, 2019 3,781,500          
Net income     13,035     13,035
Other comprehensive (loss) income       5,350   5,350
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 $ 1,201         1,201
Issuance of common stock for acquisition $ 45,408         45,408
Issuance of common stock for acquisition, shares 1,176,970          
Cash dividends declared     (5,378)     (5,378)
Ending balance at Dec. 31, 2020 $ 77,676   80,042 8,952   166,670
Balance, shares at Dec. 31, 2020 4,977,750          
Net income     24,008     24,008
Other comprehensive (loss) income       (8,773)   (8,773)
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 $ 1,106         1,106
Issuance of common stock for acquisition $ 35,056         35,056
Issuance of common stock for acquisition, shares 647,990          
Cash dividends declared     (6,608)     (6,608)
Ending balance at Dec. 31, 2021 $ 114,108   $ 97,442 $ 179   $ 211,729
Balance, shares at Dec. 31, 2021 5,645,687          
XML 20 R7.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Cash flows from operating activities:      
Net income $ 24,008 $ 13,035 $ 11,576
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation, amortization and accretion 5,423 4,539 3,301
Provision for loan losses 2,000 5,250 1,085
Deferred income tax expense (benefit) 1,194 (400) 341
Stock-based compensation expense 1,096 1,077 817
Excess tax benefit from exercise of SSARs 26   23
Proceeds from sale of loans held-for-sale 162,343 158,300 52,718
Originations of loans held-for-sale (186,768) (176,939) (42,328)
Earnings from bank-owned life insurance (1,227) (794) (647)
Net gain from sales of loans (4,172) (3,603) (856)
Net gain from sales of investment securities (46) (115) (14)
Net (gain)-loss from sale and write-down of foreclosed assets held-for-sale (44) (23) 44
Net (loss) from write-down and disposal of bank premises and equipment 186 142 13
Operating lease payments 60 29 81
Change in:      
Accrued interest receivable (900) (985) (10)
Other assets 1,099 (710) 420
Accrued interest payable and other liabilities 2,921 1,493 (778)
Net cash provided by operating activities 7,199 296 25,786
Available-for-sale securities:      
Proceeds from sales 44,474 123,459 10,952
Proceeds from maturities, calls and principal pay-downs 54,213 68,906 35,045
Purchases (411,406) (271,504) (43,384)
Decrease in restricted investments in bank stock 792 2,149 1,956
Net decrease (increase) in loans and leases 7,134 (132,541) (36,912)
Principal portion of lease payments received under direct finance leases 5,262 3,551 3,170
Purchase of life insurance policies   (11,000) (2,000)
Purchases of bank premises and equipment (2,520) (1,390) (4,128)
Net cash (used in) provided by acquisition (3,746) 53,004  
Proceeds from sale of bank premises and equipment 1,719 187 240
Proceeds from sale of foreclosed assets held-for-sale 835 936 1,065
Net cash used in investing activities (303,243) (164,243) (33,996)
Cash flows from financing activities:      
Net increase in deposits 351,903 278,342 65,554
Net decrease in other borrowings (12,223) (37,839) (38,527)
Proceeds from Paycheck Protection Program Liquidity Facility (PPPLF)   152,791  
Repayment of PPPLF   (152,791)  
Repayment of FHLB advances (9,602) (17,627) (16,704)
Repayment of finance lease obligation (159) (83) (73)
Proceeds from employee stock purchase plan participants 270 219 175
Dividends paid (6,608) (5,378) (4,037)
Cash paid in lieu of fractional shares (6) (4)  
Net cash provided by financing activities 323,575 217,630 6,388
Net increase (decrease) in cash and cash equivalents 27,531 53,683 (1,822)
Cash and cash equivalents, beginning 69,346 15,663 17,485
Cash and cash equivalents, ending 96,877 69,346 15,663
Supplemental Disclosures of Cash Flow Information, Cash payments for:      
Interest 3,851 5,820 7,440
Income tax 2,650 3,250 1,950
Supplemental Disclosures of Non-cash Investing Activities:      
Net change in unrealized gains on available-for-sale securities (11,105) 6,772 5,946
Transfers from loans to foreclosed assets held-for-sale 481 800 1,288
Transfers from loans to loans held-for-sale, net (23,821) 6,642 6,038
Transfers from premises and equipment to other assets held-for-sale 1,495    
Right-of-use asset 1,519 72 6,211
Lease liability 1,519 72 $ 6,710
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 4,127 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 21 R8.htm IDEA: XBRL DOCUMENT v3.22.1
Nature of Operations and Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2021
Nature of Operations and Summary of Significant Accounting Policies [Abstract]  
Nature of Operations and Summary of Significant Accounting Policies 1.NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESPRINCIPLES OF CONSOLIDATIONThe accompanying consolidated financial statements include the accounts of Fidelity D & D Bancorp, Inc. and its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank (the Bank) (collectively, the Company). All significant inter-company balances and transactions have been eliminated in consolidation.NATURE OF OPERATIONSThe Company provides a full range of banking, trust and financial services to individuals, small businesses and corporate customers. Its primary market areas are Lackawanna, Luzerne and Northampton Counties, Pennsylvania. The Company's primary deposit products are demand deposits and interest-bearing time, money market and savings accounts. It offers a full array of loan products to meet the needs of retail and commercial customers. The Company is subject to regulation by the Federal Deposit Insurance Corporation (FDIC) and the Pennsylvania Department of Banking. USE OF ESTIMATESThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. 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 reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, the valuation of investment securities, the determination and the amount of impairment in the securities portfolios, and the related realization of the deferred tax assets related to the allowance for loan losses, other-than-temporary impairment on and valuations of investment securities.In connection with the determination of the allowance for loan losses, management generally obtains independent appraisals for significant properties, utilizes historical loss factors and applies judgement to determine qualitative factor adjustments. While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near-term. However, the amount of the change that is reasonably possible cannot be estimated.The Company’s investment securities are comprised of a variety of financial instruments. The fair values of the securities are subject to various risks including changes in the interest rate environment and general economic conditions including illiquid conditions in the capital markets. Due to the increased level of these risks and their potential impact on the fair values of the securities, it is possible that the amounts reported in the accompanying financial statements could materially change in the near-term. Any credit-related impairment is included as a component of non-interest income in the consolidated income statements while non-credit-related impairment is charged to other comprehensive income, net of tax.SIGNIFICANT GROUP CONCENTRATION OF CREDIT RISKThe Company originates commercial, consumer, and mortgage loans to customers primarily located in Lackawanna, Luzerne, Northampton, and Lehigh Counties of Pennsylvania. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic sector in which the Company operates. The loan portfolio does not have any significant concentrations from one industry or customer.HELD-TO-MATURITY SECURITIESDebt securities, for which the Company has the positive intent and ability to hold to maturity, are reported at cost. Premiums and discounts are amortized or accreted, as a component of interest income over the life of the related security as an adjustment to yield using the interest method. The Company did not have any held-to-maturity securities at December 31, 2021 or 2020.TRADING SECURITIESDebt securities held principally for resale in the near-term, or trading securities, are recorded at their fair values. Unrealized gains and losses are included in other income. The Company did not have investment securities held for trading purposes during 2021 or 2020.AVAILABLE-FOR-SALE SECURITIESAvailable-for-sale (AFS) securities consist of debt and equity securities classified as neither held-to-maturity nor trading and are reported at fair value. Premiums and discounts are amortized or accreted as a component of interest income over the life of the related security as an adjustment to yield using the interest method. Unrealized holding gains and losses, including non-credit-related other-than-temporary impairment (OTTI), on AFS securities are reported as a separate component of shareholders’ equity, net of deferred income taxes, until realized. The net unrealized holding gains and losses are a component of accumulated other comprehensive income. Gains and losses from sales of securities AFS are determined using the specific identification method. FEDERAL HOME LOAN BANK STOCKThe Company, is a member of the Federal Home Loan Bank system, and as such is required to maintain an investment in capital stock of the Federal Home Loan Bank of Pittsburgh (FHLB). The amount the Company is required to invest is dependent upon the relative size of outstanding borrowings the Company has with the FHLB. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost. LOANSOriginated loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at face value, net of unamortized loan fees and costs and the allowance for loan losses. Interest on residential real estate loans is recorded based on principal pay downs on an actual days basis. Commercial loan interest is accrued on the principal balance on an actual days basis. Interest on consumer loans is determined using the simple interest method. 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 individual loans subsequent to acquisitions.Generally, loans are placed on non-accrual status when principal or interest is past due 90 days or more. When a loan is placed on non-accrual status, all interest previously accrued but not collected is charged against current earnings. Any payments received on non-accrual loans are applied, first to the outstanding loan amounts, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of lost interest. Acquired loans that meet the criteria for impaired or non-accrual status prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company expects to fully collect the fair value of the loans. A modification of a loan constitutes a troubled debt restructuring (TDR) when a borrower is experiencing financial difficulty and the Company grants a concession that it would not otherwise grant based on current underwriting standards. Although concessions may be made when modifying a loan, forgiveness of principal is rarely granted.MORTGAGE BANKING OPERATIONS AND MORTGAGE SERVICING RIGHTSThe Company sells one-to-four family residential mortgage loans on a servicing retained basis. On a loan sold where servicing was retained, the Company determines at the time of sale the value of the retained servicing rights, which represents the present value of the differential between the contractual servicing fee and adequate compensation, defined as the fee a sub-servicer would require to assume the role of servicer, after considering the estimated effects of prepayments. If material, a portion of the gain on the sale of the loan is recognized due to the value of the servicing rights, and a mortgage servicing asset is recorded.Commitments to sell one-to-four family residential mortgage loans are made primarily during the period between the intent to proceed and the closing of the mortgage loan. The timing of making these sale commitments is dependent upon the timing of the borrower’s election to lock-in the mortgage interest rate and fees prior to loan closing. Most of these sales commitments are made on a best-efforts basis whereby the Company is only obligated to sell the mortgage if the mortgage loan is approved and closed by the Company. Commitments to fund mortgage loans (rate lock commitments) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these derivatives are estimated based on changes in mortgage interest rates from the date the interest rate on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in gains or losses on sales of loans. The fair value of these derivative instruments was not significant at December 31, 2021 and 2020.Servicing assets are reported in other assets and amortized in proportion to and over the period during which estimated servicing income will be received. Servicing loans for others consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing foreclosures. Loan servicing income is recorded when earned and represents servicing fees from investors and certain charges collected from borrowers, such as late payment fees. The Company has fiduciary responsibility for related escrow and custodial funds.Servicing assets are recognized as separate assets when rights are acquired through the sale of financial assets. For sales of mortgage loans originated by the Company, a portion of the cost of originating the loan is allocated to the servicing retained right based on fair value. Capitalized servicing rights are amortized into interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Remaining servicing rights are charged against income upon payoff of the loan. Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned.LOANS HELD-FOR-SALELoans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income. Unrealized gains are recognized but only to the extent of previous write-downs.AUTOMOBILE LEASINGFinancing of automobiles, provided to customers under lease arrangements of varying terms obtained via an indirect arrangement primarily through a single dealer on a full recourse basis, are accounted for as direct finance leases. Interest on automobile direct finance leasing is determined using the interest method. Generally, the interest method is used 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.ALLOWANCE FOR LOAN LOSSESThe allowance for loan losses is established through a provision for loan losses. The allowance represents an amount which, in management’s judgment, will be adequate to absorb losses on existing loans. Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectability of the loans. These evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions that may affect the borrower’s ability to pay, collateral value, overall portfolio quality and review of specific loans for impairment. Management applies two primary components during the estimation process to determine proper allowance levels; a specific loan loss allocation for loans that are deemed impaired and a general loan loss allocation for those loans not specifically allocated based on historical charge-off history and qualitative factor adjustments for trends or changes in the loan portfolio and economic factors. Delinquencies, changes in lending policies and local economic conditions are some of the items used for the qualitative factor adjustments. Loans considered uncollectible are charged against the allowance. Recoveries on loans previously charged off are added to the allowance.A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled 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 taken into account. 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.Acquired loans are marked to fair value on the date of acquisition and are evaluated on a quarterly basis to ensure the necessary purchase accounting updates are made in parallel with the allowance for loan loss calculation. 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. 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 or not there has been subsequent deterioration in relation to these 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 accordingly. For acquired ASC 310-30 loans, the Company continues to estimate cash flows expected to be collected. Subsequent decreases to the expected cash flows would require the Company to evaluate the need for an additional allowance for loan losses. Subsequent improvement in expected cash flows would result in the reversal of a corresponding amount of the non accretable discount which would be reclassified as an accretable discount that will be recognized in interest income over the remaining life of the loan.The risk characteristics of each of the identified portfolio segments are as follows:Commercial and industrial loans (C&I): C&I loans are primarily based on the identified historic and/or the projected cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of the borrower, however, do fluctuate based on changes in the Company’s internal and external environment including management, human and capital resources, economic conditions, competition and regulation. Most C&I loans are secured by business assets being financed such as equipment, accounts receivable, and/or inventory and generally incorporate a secured or unsecured personal guarantee. Unsecured loans may be made on a short-term basis. Loans to municipal borrowers, which carry the full faith and credit of each respective local government unit consistent with the PA Local Government Unit Debt Act (LGUDA) as well as loans to municipal authorities are included in C&I loans. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ economic and financial condition.Commercial real estate loans (CRE): Commercial real estate loans are made to finance the purchase of real estate, refinance existing obligations and/or to provide capital. These commercial real estate loans are generally secured by first lien security interests in the real estate as well as assignment of leases and rents. The real estate may include apartments, hotels, retail stores or plazas and healthcare facilities whether they are owner or non-owner occupied. These loans are typically originated in amounts of no more than 80% of the appraised value of the property. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ or lessees' customers’ economic and financial condition.Consumer loans: The Company offers home equity installment loans and lines of credit. Risks associated with loans secured by residential properties are generally lower than commercial real estate loans and include general economic risks, such as the strength of the job market, employment stability and the strength of the housing market. Since most loans are secured by a primary or secondary residence or an automobile, the borrower’s continued employment is considered the greatest risk to repayment. The Company also offers a variety of loans to individuals for personal and household purposes. These loans are generally considered to have greater risk than mortgages on real estate because they may be unsecured, or if they are secured, the value of the collateral may be difficult to assess and more likely to decrease in value than real estate.Residential mortgage loans: Residential mortgages are secured by a first lien position of the borrower’s residential real estate. These loans have varying loan rates depending on the financial condition of the borrower and the loan to value ratio. Since most loans are secured by a primary or secondary residence, the borrower’s continued employment is considered the greatest risk to repayment. Residential mortgages have terms up to thirty years with amortizations varying from 10 to 30 years. The majority of the loans are underwritten according to FNMA and/or FHLB standards.TRANSFER OF FINANCIAL ASSETSTransfers 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.LOAN FEES AND COSTSNonrefundable loan origination fees and certain direct loan origination costs are recognized as a component of interest income over the life of the related loans as an adjustment to yield. The unamortized balance of the deferred fees and costs are included as components of the loan balances to which they relate.BANK PREMISES AND EQUIPMENTLand is carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improved property. The Company leases several branches which are classified as operating leases. The Company also leases three stand-alone ATMs which are classified as operating leases and a building and equipment classified as finance leases. In most circumstances, management expects that in the normal course of business, leases will be renewed or replaced by other leases. Rent expense is recognized on the straight-line method over the term of the lease.‎ BANK OWNED LIFE INSURANCEThe Company maintains bank owned life insurance (BOLI) for a selected group of employees, namely its officers where the Company is the owner and sole beneficiary of the policies. The earnings from the BOLI are recognized as a component of other income in the consolidated statements of income. The BOLI is an asset that can be liquidated, if necessary, with tax consequences. However, the Company intends to hold these policies and, accordingly, the Company has not provided for deferred income taxes on the earnings from the increase in the cash surrender value.EMPLOYEE BENEFITSThe 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. 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.FORECLOSED ASSETS HELD-FOR-SALEForeclosed assets held-for-sale are carried at the lower of cost or fair value less cost to sell. Foreclosed assets held-for-sale is primarily other real estate owned, but also includes other repossessed assets. Losses from the acquisition of property in full and partial satisfaction of debt are treated as credit losses. Routine holding costs, gains and losses from sales, write-downs for subsequent declines in value and any rental income received are recognized net, as a component of other real estate owned expense in the consolidated statements of income. Gains or losses are recorded when the properties are sold.IMPAIRMENT OF LONG-LIVED ASSETSLong-lived assets, including bank premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment is indicated by that review, the asset is written down to its estimated fair value through a charge to non-interest expense.GOODWILL AND INTANGIBLE ASSETSGoodwill 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 reviewed for impairment annually as of November 30 and between annual tests when events and circumstances indicate that impairment may have occurred. Goodwill impairment exists when the carrying amount of a reporting unit exceeds its fair value. A qualitative test can be performed to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. In this qualitative assessment, the Company evaluates events and circumstances which include general banking industry conditions and trends, the overall financial performance of the Company, the performance of the Company’s common stock and key financial performance metrics of the Company. If the qualitative review indicates that it is not more likely than not that the carrying value exceeds its fair value, no further evaluation needs to be performed. If the results of the qualitative review indicate it is more likely than not that the fair value is less than the carrying value, then the Company performs a quantitative impairment test. During 2021, the Company determined it is not more likely than not that the fair value exceeds its carrying value therefore no quantitative analysis was necessary. 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.STOCK PLANSThe Company has two stock-based compensation plans. The Company accounts for these plans under the recognition and measurement accounting principles, which requires the cost of share-based payment transactions be recognized in the financial statements. The stock-based compensation accounting guidance requires that compensation cost for stock awards be calculated and recognized over the employees’ service period, generally defined as the vesting period. Compensation cost is recognized on a straight-line basis over the requisite service period. When granting stock-settled stock appreciation rights (SSARs), the Company uses Black-Scholes-Merton valuation model to determine fair value on the date of grant.TRUST AND FINANCIAL SERVICE FEESTrust and financial service fees are recorded on the cash basis, which is not materially different from the accrual basis.ADVERTISING COSTSAdvertising costs are charged to expense as incurred.‎ LEGAL AND PROFESSIONAL EXPENSESGenerally, the Company recognizes legal and professional fees as incurred and are included as a component of professional services expense in the consolidated statements of income. Legal costs incurred that are associated with the collection of outstanding amounts due from delinquent borrowers are included as a component of loan collection expense in the consolidated statements of income. In the event of litigation proceedings brought about by an employee or third party against the Company, expenses for damages will be accrued if the likelihood of the outcome against the Company is probable, the amount can be reasonably estimated and the amount would have a material impact on the financial results of the Company.INCOME TAXESDeferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.The benefit of a tax position is recognized on the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. For tax positions not meeting the more likely than not threshold, no tax benefit is recorded. Under the more likely than not threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. The Company had no material unrecognized tax benefits or accrued interest and penalties for the years ended December 31, 2021, 2020 or 2019, respectively.COMPREHENSIVE INCOME (LOSS)Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the shareholders’ equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss).CASH FLOWSFor purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and interest-bearing deposits with financial institutions.
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Cash
 12 Months Ended
Dec. 31, 2021
Cash [Abstract]  
Cash 2.CASHThe Company is required by the Federal Reserve Bank to maintain average reserve balances based on a percentage of deposits. There were no reserve requirements on December 31, 2021 and 2020.Deposits with any one financial institution are insured up to $250,000. From time-to-time, the Company may maintain cash and cash equivalents with certain other financial institutions in excess of the insured amount.
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Accumulated Other Comprehensive Income
 12 Months Ended
Dec. 31, 2021
Accumulated Other Comprehensive Income [Abstract]  
Accumulated Other Comprehensive Income 3.ACCUMULATED OTHER COMPREHENSIVE INCOME The following tables illustrate the changes in accumulated other comprehensive income by component and the details about the components of accumulated other comprehensive income as of and for the periods indicated: As of and for the year ended December 31, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 8,952 Other comprehensive loss before reclassifications, net of tax (8,737)Amounts reclassified from accumulated other comprehensive income, net of tax (36)Net current-period other comprehensive loss (8,773)Ending balance$ 179 ‎ As of and for the year ended December 31, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands) debt securitiesBeginning balance$ 3,602 Other comprehensive income before reclassifications, net of tax 5,441Amounts reclassified from accumulated other comprehensive income, net of tax (91)Net current-period other comprehensive income 5,350Ending balance$ 8,952 As of and for the year ended December 31, 2019 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ (1,095) Other comprehensive income before reclassifications, net of tax 4,708Amounts reclassified from accumulated other comprehensive income, net of tax (11)Net current-period other comprehensive income 4,697Ending balance$ 3,602 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 2021 2020 2019 Unrealized gains (losses) on AFS debt securities $ 46  $ 115  $ 14  Gain (loss) on sale of investment securitiesIncome tax effect (10) (24) (3) Provision for income taxesTotal reclassifications for the period $ 36  $ 91  $ 11  Net income
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Investment Securities
 12 Months Ended
Dec. 31, 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.‎ Amortized cost and fair value of investment securities as of the period indicated are as follows: Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueDecember 31, 2021 Available-for-sale debt securities: Agency - GSE $ 119,399 $ 204 $ (2,600) $ 117,003Obligations of states and political subdivisions 360,680 6,708 (2,678) 364,710MBS - GSE residential 258,674 1,654 (3,061) 257,267 Total available-for-sale debt securities $ 738,753 $ 8,566 $ (8,339) $ 738,980 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 Some of the Company’s debt securities are pledged to secure trust funds, public deposits, short-term borrowings, FHLB advances, Federal Reserve Bank of Philadelphia Discount Window borrowings and certain other deposits as required by law.The amortized cost and fair value of debt securities at December 31, 2021 by contractual maturity are shown below: Amortized Fair(dollars in thousands) cost valueAvailable-for-sale securities: Debt securities: Due in one year or less $ 1,990 $ 2,022Due after one year through five years 13,653 13,742Due after five years through ten years 115,223 112,659Due after ten years 349,213 353,290 MBS - GSE residential 258,674 257,267 Total available-for-sale debt securities $ 738,753 $ 738,980 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.Gross realized gains and losses from sales, determined using specific identification, for the periods indicated were as follows: December 31,(dollars in thousands)2021 2020 2019 Gross realized gain$ 98 $ 147 $ 104Gross realized loss (52) (32) (90)Net gain$ 46 $ 115 $ 14 The following table presents the fair value and gross unrealized losses of investments aggregated by investment type, the length of time and the number of securities that have been in a continuous unrealized loss position as of the period indicated: Less than 12 months More than 12 months Total Fair Unrealized Fair Unrealized Fair Unrealized(dollars in thousands) value losses value losses value losses December 31, 2021 Agency - GSE $ 84,308  $ (1,460) $ 26,516  $ (1,140) $ 110,824  $ (2,600)Obligations of states and political subdivisions 193,124  (2,662) 12,796  (399) 205,920  (3,061)MBS - GSE residential 137,495  (2,351) 9,469  (327) 146,964  (2,678)Total $ 414,927  $ (6,473) $ 48,781  $ (1,866) $ 463,708  $ (8,339)Number of securities 187  26  213  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 213 debt securities in an unrealized loss position at December 31, 2021, including 44 agency securities, 61 mortgage-backed securities and 108 municipal securities. The severity of these unrealized losses based on their underlying cost basis was as follows at December 31, 2021: 2.29% for agency - GSE, 1.46% for total MBS-GSE residential; and 1.79% for municipals. 26 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 December 31, 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 December 31, 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
 12 Months Ended
Dec. 31, 2021
Loans and Leases [Abstract]  
Loans and Leases 5.LOANS AND LEASESThe classifications of loans and leases at December 31, 2021 and 2020 are summarized as follows: (dollars in thousands)December 31, 2021 December 31, 2020Commercial and industrial$ 236,304 $ 280,757Commercial real estate: Non-owner occupied 312,848 192,143Owner occupied 248,755 179,923Construction 21,147 10,231Consumer: Home equity installment 47,571 40,147Home equity line of credit 54,878 49,725Auto loans 118,029 98,386Direct finance leases 26,232 20,095Other 8,013 7,602Residential: Real estate 325,861 218,445Construction 34,919 23,357Total 1,434,557 1,120,811Less: Allowance for loan losses (15,624) (14,202)Unearned lease revenue (1,429) (1,159)Loans and leases, net$ 1,417,504 $ 1,105,450 As of December 31, 2021, total loans of $1.4 billion were reflected net of deferred loan costs of $3.0 million, including $1.2 million in deferred fee income from Paycheck Protection Program (PPP) loans and $4.2 million in deferred loan costs. As of December 31, 2020, total loans of $1.1 billion were reflected net of 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.Commercial and industrial (C&I) loan balances were $237.6 million at December 31, 2021 and $280.8 million on December 31, 2020. As of December 31, 2021, the commercial and industrial loan balance included $39.9 million in PPP loans (net of deferred fees), including $7.9 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 December 31, 2021 increased $46.9 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 $430.9 million as of December 31, 2021 and $366.5 million as of December 31, 2020. Mortgage servicing rights amounted to $1.7 million and $1.3 million as of December 31, 2021 and 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.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 guaranteed 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.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 20, “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 years ended(dollars in thousands)December 31, 2021 December 31, 2020Balance at beginning of period $ 563 $ -Accretable yield on acquired loans 589 248Reclassification from non-accretable difference 453 429Accretion of accretable yield (517) (114)Balance at end of period$ 1,088 $ 563 The above table excludes the $275 thousand in non-accretable yield accreted to interest income for the year ended December 31, 2021 and $10 thousand in non-accretable yield accreted to interest income for the year ended December 31, 2020.During the twelve months ended December 31, 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 $1,088 thousand at December 31, 2021. The $525 thousand increase resulted from $589 thousand in accretable yield on loans acquired from the Landmark merger during the third quarter of 2021; $453 thousand reclassified from non-accretable yield to accretable yield including $167 thousand from improved collateral values and $286 thousand from payments received on PCI in excess of estimates; and $517 thousand in accretable yield accreted to interest income due to contractual payments received during the twelve months ended December 31, 2021.Expected cash flows on acquired loans are estimated quarterly by incorporating several key assumptions. These key assumptions include probability of default and the number of actual prepayments after the acquisition date. Prepayments affect the estimated life of the loans and could change the amount of interest income, and possibly principal expected to be collected. In reforecasting future estimated cash flows, credit loss expectations are adjusted as necessary. Improved cash flow expectations for loans or pools are recorded first as a reversal of previously recorded impairment, if any, and then as an increase in prospective yield when all previously recorded impairment has been recaptured.Non-accrual loansNon-accrual loans, segregated by class, at December 31, were as follows: (dollars in thousands)December 31, 2021 December 31, 2020Commercial and industrial$ 154 $ 590Commercial real estate: Non-owner occupied 478 846Owner occupied 1,570 1,123Consumer: Home equity installment - 61Home equity line of credit 97 395Auto loans 78 27Residential: Real estate 572 727Total$ 2,949 $ 3,769The table above excludes $4.7 million and $1.3 million in purchased credit impaired loans, net of unamortized fair value adjustments as of December 31, 2021 and 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 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 December 31, 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 twelve months ended:(dollars in thousands)December 31, 2021 December 31, 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 and industrial - $ - $ - 2 $ 206 $ 66Commercial real estate - non-owner occupied - - - 2 1,598 453Commercial real estate - owner occupied 1 512 - - - -Total 1 $ 512 $ - 4 $ 1,804 $ 519 In the above table, 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 December 31, 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. The following presents by class, loans modified as a TDR that subsequently defaulted (i.e. 90 days or more past due following a modification) during the periods indicated: Loans modified as a TDR within the previous twelve months that subsequently defaulted during the twelve months ended:(dollars in thousands)December 31, 2021 December 31, 2020 Number of Recorded Number of Recorded contracts investment contracts investmentCommercial and industrial - $ - 2 $ 206Total - $ - 2 $ 206 In the above table, the period end balances are inclusive of all partial pay downs and charge-offs since the modification date.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 December 31, 2021 and 2020, the balance of outstanding TDRs was $3.5 million and $3.2 million, respectively. As of December 31, 2021 and 2020, the allowance for impaired loans that have been modified in a TDR was $0.5 million and $0.7 million, respectively.Past due loansLoans are considered past due when the contractual principal and/or interest is not received by the due date. For loans reported 30-59 days past due, certain categories of loans are reported past due as and when the loan is in arrears for two payments or billing cycles. An aging analysis of past due loans, segregated by class of loans, as of the period indicated is as follows (dollars in thousands): Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2021past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ - $ 4  $ 154  $ 158  $ 236,146  $ 236,304  $ -Commercial real estate: Non-owner occupied - 675  478  1,153  311,695  312,848  -Owner occupied - - 1,570  1,570  247,185  248,755  -Construction - - - - 21,147  21,147  -Consumer: Home equity installment 87  32  - 119  47,452  47,571  -Home equity line of credit - - 97  97  54,781  54,878  -Auto loans 410  45  78  533  117,496  118,029  -Direct finance leases 173  38  64  275  24,528  24,803 (2) 64 Other 49  17  - 66  7,947  8,013  -Residential: Real estate - 452  572  1,024  324,837  325,861  -Construction - - - - 34,919  34,919  -Total$ 719  $ 1,263  $ 3,013  $ 4,995  $ 1,428,133  $ 1,433,128  $ 64 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.4 million. (3) Includes net deferred loan costs of $3.0 million. Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2020past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 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 $1.7 million.‎ Impaired loans Impaired loans, segregated by class, as of the period indicated are detailed below: Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceDecember 31, 2021 Commercial and industrial$ 218  $ 18  $ 136  $ 154  $ 18 Commercial real estate: Non-owner occupied 2,470  1,674  796  2,470  474 Owner occupied 3,185  1,802  762  2,564  763 Consumer: Home equity installment 33  - - - -Home equity line of credit 137  - 97  97  -Auto loans 98  10  68  78  4 Residential: Real estate 699  - 572  572  -Total$ 6,840  $ 3,504  $ 2,431  $ 5,935  $ 1,259  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 December 31, 2021, impaired loans totaled $5.9 million consisting of $3.0 million in accruing TDRs and $2.9 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 December 31, 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 $0.7 million as of December 31, 2020.A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect the payments in accordance with the contractual terms of the loan. Factors considered in determining impairment include payment status, collateral value, and the probability of collecting payments when due. The significance of payment delays and/or shortfalls is determined on a case-by-case basis. All circumstances surrounding the loan are considered. Such factors include the length of the delinquency, the underlying reasons and the borrower’s prior payment record. Impairment is measured on these loans on a loan-by-loan basis. Impaired loans include non-accrual loans, TDRs and other loans deemed to be impaired based on the aforementioned factors.The following table presents the average recorded investments in impaired loans and related amount of interest income recognized during the periods indicated below. The average balances are calculated based on the quarter-end balances of impaired loans. Payments received from non-accruing impaired loans are first applied against the outstanding principal balance, then to the recovery of any charged-off amounts. Any excess is treated as a recovery of interest income. Payments received from accruing impaired loans are applied to principal and interest, as contractually agreed upon.‎ December 31, 2021 December 31, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 380  $ 2  $ - $ 404  $ 1  $ -Commercial real estate: Non-owner occupied 2,698  195  - 1,939  96  -Owner occupied 1,883  55  - 1,848  48  -Construction - - - - - -Consumer: Home equity installment 28  6  - 53  - -Home equity line of credit 202  20  - 368  - -Auto loans 42  2  - 51  2  -Direct finance leases - - - - - -Other - - - - - -Residential: Real estate 682  - - 819  - -Construction - - - - - -Total$ 5,915  $ 280  $ - $ 5,482  $ 147  $ - The average recorded investment in the above chart is based on the five quarter average in the impaired loan balance through the quarter ending December 31, 2021. The average recorded investment for the year ended December 31, 2019 was $5.2 million. There was also interest income recognized of $247 thousand and cash basis interest income recognized of $0.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 $3.0 million and $1.7 million of deferred costs, segregated by class, categorized into the appropriate credit quality indicator category as of December 31, 2021 and 2020, respectively:Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2021(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 234,822  $ 339  $ 2,400  $ - $ 237,561 Commercial real estate - non-owner occupied 289,679  16,614  6,555  - 312,848 Commercial real estate - owner occupied 228,889  7,089  11,520  - 247,498 Commercial real estate - construction 21,147  - - - 21,147 Total commercial$ 774,537  $ 24,042  $ 20,475  $ - $ 819,054  Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity December 31, 2021(dollars in thousands) Performing Non-performing TotalConsumer Home equity installment $ 47,571  $ - $ 47,571 Home equity line of credit 54,781  97  54,878 Auto loans 117,951  78  118,029 Direct finance leases (1) 24,739  64  24,803 Other 8,013  - 8,013 Total consumer 253,055  239  253,294 Residential Real estate 325,289  572  325,861 Construction 34,919  - 34,919 Total residential 360,208  572  360,780 Total consumer & residential $ 613,263  $ 811  $ 614,074 (1)Net of unearned lease revenue of $1.4 million. Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2020(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 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 for loan losses and the Company’s recorded investment in loans by portfolio segment as of the period indicated is as follows: As of and for the year ended December 31, 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 (130) (491) (206) (162) - (989)Recoveries 23  250  138  - - 411 Provision (96) 1,280  (80) 889  7  2,000 Ending balance$ 2,204  $ 7,422  $ 2,404  $ 3,508  $ 86  $ 15,624 Ending balance: individually evaluated for impairment$ 18  $ 1,237  $ 4  $ - $ - $ 1,259 Ending balance: collectively evaluated for impairment$ 2,186  $ 6,185  $ 2,400  $ 3,508  $ 86  $ 14,365 Loans Receivables: Ending balance (2)$ 236,304  $ 582,750  $ 253,294 (1)$ 360,780  $ - $ 1,433,128 Ending balance: individually evaluated for impairment$ 154  $ 5,034  $ 175  $ 572  $ - $ 5,935 Ending balance: collectively evaluated for impairment$ 236,150  $ 577,716  $ 253,119  $ 360,208  $ - $ 1,427,193 (1) Net of unearned lease revenue of $1.4 million. (2) Includes $3.0 million of net deferred loan costs. As of and for the year ended December 31, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 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 $1.7 million of net deferred loan costs. ‎ As of and for the year ended December 31, 2019 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,432  $ 3,901  $ 2,548  $ 1,844  $ 22  $ 9,747 Charge-offs (184) (597) (398) (330) - (1,509)Recoveries 32  317  67  8  - 424 Provision 204  312  (204) 756  17  1,085 Ending balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747  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 24, “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 $7.7 million and $6.0 million as of December 31, 2021 and 2020, respectively. The residual value of the direct finance leases is fully guaranteed by the dealerships. Residual values amounted to $17.1 million and $12.9 million at December 31, 2021 and 2020, respectively, and are included in the carrying value of direct finance leases.The undiscounted cash flows to be received on an annual basis for the direct finance leases are as follows: (dollars in thousands)Amount 2022$ 7,8812023 6,2862024 8,4972025 3,4442026 1242027 and thereafter -Total future minimum lease payments receivable 26,232Less: Unearned income (1,429)Undiscounted cash flows to be received$ 24,803
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Bank Premises and Equipment
 12 Months Ended
Dec. 31, 2021
Bank Premises and Equipment [Abstract]  
Bank Premises and Equipment 6.BANK PREMISES AND EQUIPMENTComponents of bank premises and equipment are summarized as follows: As of December 31,(dollars in thousands)2021 2020 Land$ 3,657 $ 3,655Bank premises 20,515 19,788Furniture, fixtures and equipment 15,833 13,728Leasehold improvements 9,851 9,618Construction in process 494 307 Total 50,350 47,096 Less accumulated depreciation and amortization (21,040) (19,470) Bank premises and equipment, net$ 29,310 $ 27,626 Depreciation expense, which includes amortization of leasehold improvements, was $2.2 million, $1.9 million and $1.5 million for the years ended December 31, 2021, 2020 and 2019. The estimated useful life was 40 years for bank premises, 3 to 7 years for furniture and fixtures and for leasehold improvements was the term of the lease.During the first quarter of 2014, the Company received through foreclosure the deed that secured the collateral for a non-owner occupied commercial real estate loan that was on non-accrual status. The loan, in the amount $1.0 million, was transferred from loans to foreclosed assets held-for-sale and then to bank premises. Currently the building has a tenant under a lease agreement expiring in April 2022, but the Company expects to use the property for future facility expansion.
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Deposits
 12 Months Ended
Dec. 31, 2021
Deposits [Abstract]  
Deposits 7.DEPOSITSThe scheduled maturities of certificates of deposit as of December 31, 2021 were as follows: (dollars in thousands)Amount Percent2022$ 104,801 75.5%2023 19,791 14.3 2024 5,216 3.8 2025 3,206 2.3 2026 4,915 3.5 2027 and thereafter 798 0.6 Total$ 138,727 100.0% Certificates of deposit of $250,000 or more aggregated $23.0 million and $41.1 million at December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, $0.6 million and $0.5 million of overdraft deposits have been reclassified as loan balances.As of December 31, 2021, investment securities with a combined fair value of $738.7 million were available to be pledged as qualifying collateral to secure public deposits and trust funds. The Company required $447.6 million of the qualifying collateral to secure such deposits as of December 31, 2021 and the balance of $291.1 million was available for other pledging needs.
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Short-Term Borrowings
 12 Months Ended
Dec. 31, 2021
Short-Term Borrowings [Abstract]  
Short-Term Borrowings 8.SHORT-TERM BORROWINGSThe Company had no short-term borrowings outstanding as of December 31, 2021 and 2020.The maximum and average amounts of short-term borrowings outstanding and related interest rates as of the periods indicated are as follows: Maximum Weighted- outstanding average at any Average rate duringRate at(dollars in thousands)month end outstanding the yearyear-endDecember 31, 2021 Overnight borrowings$ - $ 97 1.06% -% Total$ - $ 97   December 31, 2020 Overnight borrowings$ 9,159 $ 4,175 2.13% -%Paycheck Protection Program Liquidity Facility 152,791 44,990 0.35 - Total$ 161,950 $ 49,165   December 31, 2019 Overnight borrowings$ 58,747 $ 35,243 2.49%1.81%Total$ 58,747 $ 35,243   Overnight borrowings may include Fed funds purchased from correspondent banks, open repurchase agreements with the FHLB and borrowings at the Discount Window from the Federal Reserve Bank of Philadelphia (FRB). During the first half of 2020, the Company utilized the Paycheck Protection Program Liquidity Facility (PPPLF) to fund PPP lending. The PPPLF borrowings were paid off during the third quarter of 2020.FHLB borrowings are collateralized by a blanket lien on all commercial and residential real estate loans. At December 31, 2021, the Company had approximately $568.9 million available to borrow from the FHLB, $31.0 million from correspondent banks and approximately $91.7 million that it could borrow at the FRB.‎
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FHLB Advances and Other Borrowings
 12 Months Ended
Dec. 31, 2021
FHLB Advances and Other Borrowings [Abstract]  
FHLB Advances and Other Borrowings 9.FHLB ADVANCES AND OTHER BORROWINGSDuring the first quarter of 2021, the Company paid off $5 million in FHLB advances with a weighted average interest rate of 3.07%. During the third quarter of 2021, the Company acquired $4.5 million in FHLB advances from the Landmark merger that was subsequently paid off. The Company had no FHLB advances as of December 31, 2021. As of December 31, 2021, the Company had secured borrowings with a fair value of $10.6 million related to certain sold loan participations that did not qualify for sales treatment acquired from Landmark.The maturity and weighted-average interest rate of secured borrowings as of the periods indicated is as follows: As of December 31, 2021(dollars in thousands)Amount Rate 2022$ 766 3.25%2023 26 4.25 2024 2,700 4.13 2025 - - 2026 - - 2027 and thereafter 6,952 2.43 Total$ 10,444 2.69%
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Stock Plans
 12 Months Ended
Dec. 31, 2021
Stock Plans [Abstract]  
Stock Plans 10.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 2019, the Company approved a 1 year LTIP and awarded restricted stock and SSARs to senior officers and managers in February 2019 based on 2018 performance. 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 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. During the second quarter of 2020, 500 shares of restricted stock were granted to one new employee after the merger.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 third quarter of 2021, 476 shares of restricted stock were granted to one new employee after the merger.‎ The following table summarizes the weighted-average fair value and vesting of restricted stock grants awarded during 2021, 2020 and 2019 under the 2012 stock incentive plans: 2021 2020 2019 Weighted- Weighted- Weighted- Shares average grant Shares average grant Shares average grant granted date fair value granted date fair value granted date fair value Director plan 12,500(2)$ 52.00 6,000(2)$ 56.63 5,600(2)$ 54.69Omnibus plan 13,552(3) 52.00 11,761(3) 55.06 7,251(2) 54.69Omnibus plan 50(1) 58.17 50(1) 57.62 50(1) 58.08Omnibus plan 36(3) 58.17 500(2) 34.02 - -Omnibus plan 476(2) 52.62 - - - -Total 26,614 $ 52.03 18,311 $ 55.00 12,901 $ 54.70(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, 2018 12,600 17,360 29,960 $ 38.99Granted 5,600 7,301 12,901 54.70Forfeited - (126) (126) 54.69Vested (7,000) (8,574) (15,574) 33.81Non-vested balance at December 31, 2019 11,200 15,961 27,161 $ 49.48Granted 6,000 12,311 18,311 55.00Forfeited - - - Vested (7,798) (7,597) (15,395) 48.47Non-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 December 31, 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, 2018 89,250 $ 8.36 8.2Granted 11,073 16.79 10.0Exercised (3,059) 3.48 Forfeited - - Outstanding December 31, 2019 97,264 $ 9.47 7.5Granted - - -Exercised - - -Forfeited - - -Outstanding December 31, 2020 97,264 $ 9.47 6.5Granted - Exercised (2,932) 3.48 Forfeited - Outstanding December 31, 2021 94,332 $ 9.66 5.5 Of the SSARs outstanding at December 31, 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. During 2019, there were 3,059 SSARs exercised. The intrinsic value recorded for these SSARs was $10,631. The tax deduction realized from the exercise of these SSARs was $108,134 resulting in a tax benefit of $22,708. 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 years ended December 31, 2021, 2020 and 2019 and the unrecognized stock-based compensation expense as of December 31, 2021: (dollars in thousands) 2021 2020 2019Stock-based compensation expense: Director stock incentive plan $ 422 $ 434 $ 240Omnibus stock incentive plan 640 740 611Employee stock purchase plan 44 27 107Total stock-based compensation expense $ 1,106 $ 1,201 $ 958In addition, during 2021, 2020 and 2019 the Company reversed accruals of ($10 thousand), ($0.1 million) and ($0.1 million) in stock-based compensation expense for restricted stock and SSARs to be awarded under the Omnibus Plan. As of(dollars in thousands) December 31, 2021Unrecognized stock-based compensation expense: Director plan $ 498Omnibus plan 781Total unrecognized stock-based compensation expense $ 1,279The unrecognized stock-based compensation expense as of December 31, 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 December 31, 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.The Company also established the dividend reinvestment plan (the DRP) for its shareholders. The DRP is designed to avail the Company’s stock at no transactional cost to its shareholders. Cash dividends paid to shareholders who are enrolled in the DRP plus voluntary cash deposits received can be used to purchase shares, directly from the Company, from shares that become available in the open market or in negotiated transactions with third parties. The Company has reserved 750,000 shares of its un-issued capital stock for issuance under the DRP. As of December 31, 2021, there were 591,730 shares available for future issuance.
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Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Taxes [Abstract]  
Income Taxes 11.INCOME TAXESPursuant to the accounting guidelines related to income taxes, the Company has evaluated its material tax positions as of December 31, 2021 and 2020. Under the “more-likely-than-not” threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. In periods subsequent to December 31, 2021, determinations of potentially adverse material tax positions will be evaluated to determine whether an uncertain tax position may have previously existed or has been originated. In the event an adverse tax position is determined to exist, penalty and interest will be accrued, in accordance with the Internal Revenue Service (IRS) guidelines, and will be recorded as a component of other expenses in the Company’s consolidated statements of income.As of December 31, 2021, there were no unrecognized tax benefits that, if recognized, would significantly affect the Company’s effective tax rate. Also, there were no penalties and interest recognized in the consolidated statements of income in 2021, 2020 and 2019 as a result of management’s evaluation of whether an uncertain tax position may exist nor does the Company foresee a change in its material tax positions that would give rise to the non-recognition of an existing tax benefit during the forthcoming twelve months. Tax returns filed with the IRS are subject to review by law under a three-year statute of limitations. The Company has not received notification from the IRS regarding adverse tax issues for the current year or from tax returns filed for tax years 2020, 2019 or 2018. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The bill reduced the Company’s federal corporate income tax rate from 34% to 21% effective January 1, 2018. The following temporary differences gave rise to the net deferred tax liability, a component of other assets in the consolidated balance sheets, as of the periods indicated: As of December 31,(dollars in thousands)2021 2020Deferred tax assets: Allowance for loan losses$ 3,281 $ 2,936Deferred interest from non-accrual assets 251 206Operating lease liabilities 2,022 1,605Acquisition accounting 2,087 479Other 1,029 594Total 8,670 5,820 Deferred tax liabilities: Net unrealized gains on available-for-sale securities (48) (2,380)Loan fees and costs (1,397) (1,013)Automobile leasing (5,162) (4,287)Operating lease right-of-use assets (1,891) (1,487)Depreciation (1,594) (1,411)Mortgage loan servicing rights (357) (278)Total (10,449) (10,856)Deferred tax liability, net$ (1,779) $ (5,036) The components of the total provision for income taxes for the years indicated are as follows: Years ended December 31,(dollars in thousands)2021 2020 2019 Current$ 4,904 $ 2,336 $ 1,985Deferred (903) (87) 341Total provision for income taxes$ 4,001 $ 2,249 $ 2,326 The reconciliation between the expected statutory income tax and the actual provision for income taxes is as follows: Years ended December 31, (dollars in thousands)2021 2020 2019Expected provision at the statutory rate$ 5,873 $ 3,203 $ 2,919Tax-exempt income (1,686) (865) (592)Bank owned life insurance (232) (167) (136)Nondeductible interest expense 87 54 37Nondeductible other expenses and other, net 49 (8) 98Tax credits (135) - -State income tax 45 32 -Actual provision for income taxes$ 4,001 $ 2,249 $ 2,326
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Retirement Plan
 12 Months Ended
Dec. 31, 2021
Retirement Plan [Abstract]  
Retirement Plan 12.RETIREMENT PLANThe Company has a defined contribution profit sharing 401(k) plan covering substantially all of its employees. The plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions to the plan approximated $1.0 million, $0.7 million and $0.5 million in 2021, 2020 and 2019.
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Fair Value Measurements
 12 Months Ended
Dec. 31, 2021
Fair Value Measurements [Abstract]  
Fair Value Measurements 13.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: December 31, 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$ 96,877  $ 96,877  $ 96,877  $ - $ -Available-for-sale debt securities 738,980  738,980  - 738,980  -Restricted investments in bank stock 3,206  3,206  - 3,206  -Loans and leases, net 1,417,504  1,404,103  - - 1,404,103 Loans held-for-sale 31,727  32,013  - 32,013  -Accrued interest receivable 7,526  7,526  - 7,526  -Financial liabilities: Deposits with no stated maturities 2,031,072  2,031,072  - 2,031,072  -Time deposits 138,793  138,291  - 138,291  -Secured borrowings 10,620  10,690  - - 10,690 Accrued interest payable 155  155  - 155  - 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 21, “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. Secured borrowings: The fair value for these obligations uses an income approach based on expected cash flows on a pooled basis.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)December 31, 2021 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 117,003  $ - $ 117,003  $ -Obligations of states and political subdivisions 364,710  - 364,710  -MBS - GSE residential 257,267  - 257,267  -Total available-for-sale debt securities$ 738,980  $ - $ 738,980  $ - 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 December 31, 2021 and 2020, respectively. The following table illustrates the financial instruments 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 December 31, 2021 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,245 $ - $ - $ 2,245Other real estate owned 198 - - 198Total$ 2,443 $ - $ - $ 2,443 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 December 31, 2021 and December 31, 2020, the range of liquidation expenses and other valuation adjustments applied to impaired loans ranged from -33.08% 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 -44.50% as of December 31, 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 December 31, 2021 and December 31, 2020, the discounts applied to the appraised values of ORE ranged from -20.16% and -77.60% and from -21.47% and -77.60%, respectively. As of December 31, 2021, and December 31, 2020, the weighted average of discount to the appraisal values of ORE amounted to -28.21% and -31.30%, respectively. At December 31, 2021 and 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.Financial Instruments with Off-Balance Sheet RiskThe Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of the Company’s involvement in particular classes of financial instruments. Because of the nature of these instruments, the fair values of these off-balance sheet items are not material.The notional amount of the Company’s financial instruments with off-balance sheet risk was as follows: December 31,(dollars in thousands) 2021 2020Off-balance sheet financial instruments: Commitments to extend credit$ 306,852 $ 262,816Standby letters of credit 6,352 3,946 Commitments to Extend Credit and Standby Letters of CreditThe Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The Company evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by the Company on extension of credit, is based on management’s credit assessment of the customer.Financial standby letters of credit are conditional commitments issued by the Company to guarantee performance of a customer to a third party. Those guarantees are issued primarily to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The Company’s performance under the guarantee is required upon presentation by the beneficiary of the financial standby letter of credit. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company was not required to recognize any liability in connection with the issuance of these financial standby letters of credit.The following table summarizes outstanding financial letters of credit as of December 31, 2021: More than Less than one year to Over five (dollars in thousands)one year five years years TotalSecured by: Collateral$ 1,835 $ 423 $ 2,014 $ 4,272Bank lines of credit 353 108 - 461Other 1,152 - - 1,152 3,340 531 2,014 5,885Unsecured 30 437 - 467Total$ 3,370 $ 968 $ 2,014 $ 6,352 The Company has not incurred losses on its commitments in 2021, 2020 or 2019.
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Earnings Per Share
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Earnings Per Share 14.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 years ended December 31, 2021, 2020 and 2019, there were 28,770, 24,644 and 32,091 potentially dilutive shares related to issued and unexercised SSARs. The calculation did not include 11,073 unexercised SSARs that could potentially dilute earnings per share but their effect was antidilutive as of December 31, 2021. For restricted stock, dilution would occur from the Company’s previously granted but unvested shares. There were 12,705, 5,496 and 10,720 potentially dilutive shares related to unvested restricted share grants as of the years ended December 31, 2021, 2020 and 2019, 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 years indicated: 2021 2020 2019(dollars in thousands except per share data) Basic EPS: Net income available to common shareholders$ 24,008 $ 13,035 $ 11,576Weighted-average common shares outstanding 5,321,687 4,586,224 3,779,582Basic EPS$ 4.51 $ 2.84 $ 3.06 Diluted EPS: Net income available to common shareholders$ 24,008 $ 13,035 $ 11,576Weighted-average common shares outstanding 5,321,687 4,586,224 3,779,582Potentially dilutive common shares 41,475 30,140 42,811Weighted-average common and potentially dilutive shares outstanding 5,363,162 4,616,364 3,822,393Diluted EPS$ 4.48 $ 2.82 $ 3.03
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Regulatory Matters
 12 Months Ended
Dec. 31, 2021
Regulatory Matters [Abstract]  
Regulatory Matters 15.REGULATORY MATTERSThe 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 December 31, 2021 and 2020, the Company and the Bank exceeded all capital adequacy requirements to which it was subject.‎ The following table reflects the actual and required capital and the related capital ratios as of the periods indicated. No amounts were deducted from capital for interest-rate risk in either 2021 or 2020. For capital adequacy To be well capitalized For capital purposes with capital under prompt corrective Actualadequacy purposes conservation buffer* action provisions(dollars in thousands)Amount RatioAmountRatio AmountRatio AmountRatioAs of December 31, 2021: Total capital (to risk-weighted assets) Consolidated$ 205,667  14.5%≥ $ 113,421  8.0%≥ $ 148,866  10.5% N/A N/ABank$ 205,726  14.5%≥ $ 113,406  8.0%≥ $ 148,845  10.5% ≥ $ 141,757  10.0% Tier 1 common equity (to risk-weighted assets) Consolidated$ 189,980  13.4%≥ $ 63,800  4.5%≥ $ 99,244  7.0% N/A N/ABank$ 190,039  13.4%≥ $ 63,791  4.5%≥ $ 99,230  7.0% ≥$ 92,142  6.5% Tier I capital (to risk-weighted assets) Consolidated$ 189,980  13.4%≥ $ 85,066  6.0%≥ $ 120,510  8.5% N/A N/ABank$ 190,039  13.4%≥ $ 85,054  6.0%≥ $ 120,493  8.5% ≥$ 113,406  8.0% Tier I capital (to average assets) Consolidated$ 189,980  7.9%≥$ 95,688  4.0%≥$ 95,688  4.0% N/A N/ABank$ 190,039  7.9%≥$ 95,680  4.0%≥$ 95,680  4.0% ≥$ 119,600  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/ABank$ 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/ABank$ 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/ABank$ 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/ABank$ 148,879  8.8%≥$ 67,584  4.0%≥$ 67,584  4.0% ≥$ 84,479  5.0% * The minimums under Basel III increased to include the capital conservation buffer of 2.50%. The Company’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations and Pennsylvania law limit the amount of dividends that may be paid from the Bank to the Company without prior approval of regulatory agencies. Accordingly, at December 31, 2021, approximately $114.6 million was available for dividend distribution from the Bank to the Company in 2021. ‎
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Related Party Transactions
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions 16.RELATED PARTY TRANSACTIONSDuring the ordinary course of business, loans are made to executive officers, directors, greater than 5% shareholders and associates of such persons. These transactions are executed on substantially the same terms and at the rates prevailing at the time for comparable transactions with others. These loans do not involve more than the normal risk of collectability or present other unfavorable features. A summary of loan activity with officers, directors, associates of such persons and shareholders who own more than 5% of the Company’s outstanding shares is as follows: Years ended December 31,(dollars in thousands)2021 2020 2019Balance, beginning$ 9,885 $ 6,765 $ 6,542Adjustments for changes in position 1,022 (1,063) -Additions 7,228 7,156 1,864Collections (6,630) (2,973) (1,641) Balance, ending$ 11,505 $ 9,885 $ 6,765As of December 31, 2021, 2020 and 2019, deposits from executive officers and directors approximated $39.0 million, $27.9 million and $14.8 million, respectively.
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Contingencies
 12 Months Ended
Dec. 31, 2021
Contingencies [Abstract]  
Contingencies 17.CONTINGENCIESThe nature of the Company’s business generates litigation involving matters arising in the ordinary course of business. However, in the opinion of management of the Company after consulting with the Company’s legal counsel, no legal proceedings are pending, which, if determined adversely to the Company or the Bank, would have a material effect on the Company’s shareholders’ equity or results of operations. No legal proceedings are pending other than ordinary routine litigation incident to the business of the Company and the Bank. In addition, to management’s knowledge, no government authorities have initiated or contemplated any material legal actions against the Company or the Bank.
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Recent Accounting Pronouncements
 12 Months Ended
Dec. 31, 2021
Recent Accounting Pronouncements [Abstract]  
Recent Accounting Pronouncements 18.RECENT 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. 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. 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. The current allowance for loan losses calculation is expected to be run side-by-side with the CECL model in the 2nd, 3rd and 4th quarters of 2022 to gain a better understanding of the effects of the change.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. As of December 31, 2021, the Company had approximately $43 million in loans with rates tied to LIBOR. The Company is working on modifying each of these contracts to have all modifications completed by December 31, 2022.
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Parent Company Only
 12 Months Ended
Dec. 31, 2021
Parent Company Only [Abstract]  
Parent Company Only 19.PARENT COMPANY ONLYThe following is the condensed financial information for Fidelity D & D Bancorp, Inc. on a parent company only basis as of and for the years indicated: Condensed Balance SheetsAs of December 31,(dollars in thousands)2021 2020Assets: Cash$ 515 $ 256Investment in subsidiary 211,788 166,618Other assets 198 180Total$ 212,501 $ 167,054 Liabilities and shareholders' equity: Liabilities$ 772 $ 384Capital stock and retained earnings 211,550 157,718Accumulated other comprehensive income (loss) 179 8,952Total$ 212,501 $ 167,054 Condensed Income StatementsYears ended December 31,(dollars in thousands)2021 2020 2019Income: Equity in undistributed earnings of subsidiary$ 19,898 $ 9,934 $ 8,839Dividends from subsidiary 6,608 5,378 4,037Total income 26,506 15,312 12,876Operating expenses 3,016 2,779 1,598Income before taxes 23,490 12,533 11,278Credit for income taxes 518 502 298Net income$ 24,008 $ 13,035 $ 11,576 ‎ Statements of Comprehensive IncomeYears ended December 31,(dollars in thousands)2021 2020 2019Bancorp net loss$ (2,498) $ (2,277) $ (1,300)Equity in net income of subsidiary 26,506 15,312 12,876Net income 24,008 13,035 11,576 Equity in other comprehensive income (loss) of subsidiary (8,773) 5,350 4,697Other comprehensive (loss) income, net of tax (8,773) 5,350 4,697Total comprehensive income, net of tax$ 15,235 $ 18,385 $ 16,273 Condensed Statements of Cash FlowsYears ended December 31,(dollars in thousands)2021 2020 2019Cash flows from operating activities: Net income $ 24,008 $ 13,035 $ 11,576Adjustments to reconcile net income to net cash used in operations: Equity in earnings of subsidiary (26,506) (15,312) (12,876)Stock-based compensation expense 1,096 1,077 817Deferred income tax (10) (84) 2Changes in other assets and liabilities, net 390 71 137Net cash used in operating activities (1,022) (1,213) (344) Cash flows provided by investing activities: Dividends received from subsidiary 6,608 5,378 4,037Operating dividend from subsidiary 1,075 1,129 -Net cash (used in) acquired in acquisition (64) 58 -Net cash provided by investing activities 7,619 6,565 4,037 Cash flows used in financing activities: Dividends paid, net of dividend reinvestment (6,608) (5,378) (4,037)Withholdings to purchase capital stock 270 219 175Net cash used in financing activities (6,338) (5,159) (3,862)Net change in cash 259 193 (169) Cash, beginning 256 63 232 Cash, ending$ 515 $ 256 $ 63
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Acquisition
 12 Months Ended
Dec. 31, 2021
Acquisition [Abstract]  
Acquisition 20.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 (net of cash consideration), 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. 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 (6/30/2021 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 methodologies 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 twelve months ended December 31, 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, merger expenses, 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.‎ UnauditedTwelve months ended December 31,(Dollars in thousands)2021 2020Net interest income$ 68,970 $ 57,531Other income 18,959 15,978Total net interest income and other income$ 87,929 $ 73,509 Net income 29,080 18,402 Basic earnings per common share$5.15 $3.52Diluted earnings per common share$5.11 $3.50 Merger-related expensesFor year ended December 31, 2021, the Company incurred $3.0 million in merger-related expenses related to the merger with Landmark, primarily consisting of data processing, salaries and employee benefits, and professional fee expenses. For the year ended December 31, 2020, the Company incurred merger-related expenses related to the merger with MNB totaling $2.5 million, primarily consisting of professional fees, salaries and employee benefits and data processing fees.
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Employee Benefits
 12 Months Ended
Dec. 31, 2021
Employee Benefits [Abstract]  
Employee Benefits 21.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 Landmark, the Company added BOLI with a value of $7.2 million during 2021. The policies’ cash surrender value totaled $52.7 million and $44.3 million, respectively, as of December 31, 2021 and 2020 and is reflected as an asset on the consolidated balance sheets. For the years ended December 31, 2021 and 2020, the Company has recorded income of $1.2 million and $794 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 December 31, 2021, the policies had total death benefits of $49.7 million of which $8.4 million would have been paid to the officer’s beneficiaries and the remaining $41.3 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 December 31, 2021 and 2020, the Company accrued expenses of $200 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 December 31, 2021 and 2020, the Company accrued expenses of $3.6 million and $2.0 million in connection with the SERP.
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Revenue Recognition
 12 Months Ended
Dec. 31, 2021
Revenue Recognition [Abstract]  
Revenue Recognition 22.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 December 31, 2021 and 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
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Leases 23.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 were 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 December 31, 2021, eleven of the Company’s branch properties and one future branch 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 Company acquired a leased property classified as a finance lease with a fair value of $1.2 million from the Landmark merger during 2021.The following is an analysis of the leased property under finance leases: (dollars in thousands)December 31, 2021 December 31, 2020 Property and equipment$ 1,673 $ 485Less accumulated depreciation and amortization (366) (202)Leased property under finance leases, net$ 1,307 $ 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 December 31, 2021: (dollars in thousands)Amount 2022$ 2472023 2202024 1642025 1582026 1502027 and thereafter 463Total minimum lease payments (a) 1,402Less amount representing interest (b) (82)Present value of net minimum lease payments$ 1,320 (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 December 31, 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. During 2021, the Company entered into a new lease for the Bethlehem branch which will be relocated in 2022. 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 incu‎ (dollars in thousands)2021 Lease cost Finance lease cost: Amortization of right-of-use assets$ 164 Interest on lease liabilities 16 Operating lease cost 637 Short-term lease cost 59 Variable lease cost 4 Total lease cost$ 880 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases$ 16 Operating cash flows from operating leases (Fixed payments)$ 560 Operating cash flows from operating leases (Liability reduction)$ 291 Financing cash flows from finance leases$ 159 Right-of-use assets obtained in exchange for new finance lease liabilities$ 1,188 Right-of-use assets obtained in exchange for new operating lease liabilities$ 2,775 Weighted-average remaining lease term - finance leases 7.22 yrs Weighted average remaining lease term - operating leases 21.42 yrs Weighted-average discount rate - finance leases 1.79% Weighted-average discount rate - operating leases 3.38% During 2021, $845 thousand of the total lease cost is included in premises and equipment expense and $35 thousand is included in other expenses on the consolidated statements of income. Operating lease expense is recognized on a straight-line basis over the lease term. We recognized both the interest expense and amortization expense for finance leases in premises and equipment expense since the interest expense portion was immaterial.The future minimum lease payments for the Company’s branch network and equipment under operating leases that have lease terms in excess of one year as of December 31, 2021 are as follows: (dollars in thousands)Amount 2022$ 6192023 6062024 6022025 6102026 6172027 and thereafter 10,482Total future minimum lease payments 13,536Plus variable payment adjustment 340Less amount representing interest (4,249)Present value of net future minimum lease payments$ 9,627 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 two properties under long-term operating leases are as follows: (dollars in thousands)Amount 2022$ 1042023 482024 512025 542026 542027 and thereafter 27Total lease payments to be received$ 338 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 years ended December 31,(dollars in thousands) 2021 2020 2019Lease income - direct finance leases Interest income on lease receivables $ 807 $ 722 $ 683 Lease income - operating leases 257 236 239Total lease income $ 1,064 $ 958 $ 922
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Nature of Operations and Summary of Significant Accounting Policies (Policy)
 12 Months Ended
Dec. 31, 2021
Nature of Operations and Summary of Significant Accounting Policies [Abstract]  
Principles of Consolidation PRINCIPLES OF CONSOLIDATIONThe accompanying consolidated financial statements include the accounts of Fidelity D & D Bancorp, Inc. and its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank (the Bank) (collectively, the Company). All significant inter-company balances and transactions have been eliminated in consolidation.
Nature of Operations NATURE OF OPERATIONSThe Company provides a full range of banking, trust and financial services to individuals, small businesses and corporate customers. Its primary market areas are Lackawanna, Luzerne and Northampton Counties, Pennsylvania. The Company's primary deposit products are demand deposits and interest-bearing time, money market and savings accounts. It offers a full array of loan products to meet the needs of retail and commercial customers. The Company is subject to regulation by the Federal Deposit Insurance Corporation (FDIC) and the Pennsylvania Department of Banking.
Use of Estimates USE OF ESTIMATESThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. 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 reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, the valuation of investment securities, the determination and the amount of impairment in the securities portfolios, and the related realization of the deferred tax assets related to the allowance for loan losses, other-than-temporary impairment on and valuations of investment securities.In connection with the determination of the allowance for loan losses, management generally obtains independent appraisals for significant properties, utilizes historical loss factors and applies judgement to determine qualitative factor adjustments. While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near-term. However, the amount of the change that is reasonably possible cannot be estimated.The Company’s investment securities are comprised of a variety of financial instruments. The fair values of the securities are subject to various risks including changes in the interest rate environment and general economic conditions including illiquid conditions in the capital markets. Due to the increased level of these risks and their potential impact on the fair values of the securities, it is possible that the amounts reported in the accompanying financial statements could materially change in the near-term. Any credit-related impairment is included as a component of non-interest income in the consolidated income statements while non-credit-related impairment is charged to other comprehensive income, net of tax.
Significant Group Concentration Of Credit Risk SIGNIFICANT GROUP CONCENTRATION OF CREDIT RISKThe Company originates commercial, consumer, and mortgage loans to customers primarily located in Lackawanna, Luzerne, Northampton, and Lehigh Counties of Pennsylvania. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic sector in which the Company operates. The loan portfolio does not have any significant concentrations from one industry or customer.
Held-to-Maturity Securities HELD-TO-MATURITY SECURITIESDebt securities, for which the Company has the positive intent and ability to hold to maturity, are reported at cost. Premiums and discounts are amortized or accreted, as a component of interest income over the life of the related security as an adjustment to yield using the interest method. The Company did not have any held-to-maturity securities at December 31, 2021 or 2020.
Trading Securities TRADING SECURITIESDebt securities held principally for resale in the near-term, or trading securities, are recorded at their fair values. Unrealized gains and losses are included in other income. The Company did not have investment securities held for trading purposes during 2021 or 2020.
Available-for-Sale Securities AVAILABLE-FOR-SALE SECURITIESAvailable-for-sale (AFS) securities consist of debt and equity securities classified as neither held-to-maturity nor trading and are reported at fair value. Premiums and discounts are amortized or accreted as a component of interest income over the life of the related security as an adjustment to yield using the interest method. Unrealized holding gains and losses, including non-credit-related other-than-temporary impairment (OTTI), on AFS securities are reported as a separate component of shareholders’ equity, net of deferred income taxes, until realized. The net unrealized holding gains and losses are a component of accumulated other comprehensive income. Gains and losses from sales of securities AFS are determined using the specific identification method.
Federal Home Loan Bank Stock FEDERAL HOME LOAN BANK STOCKThe Company, is a member of the Federal Home Loan Bank system, and as such is required to maintain an investment in capital stock of the Federal Home Loan Bank of Pittsburgh (FHLB). The amount the Company is required to invest is dependent upon the relative size of outstanding borrowings the Company has with the FHLB. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost.
Loans LOANSOriginated loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at face value, net of unamortized loan fees and costs and the allowance for loan losses. Interest on residential real estate loans is recorded based on principal pay downs on an actual days basis. Commercial loan interest is accrued on the principal balance on an actual days basis. Interest on consumer loans is determined using the simple interest method. 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 individual loans subsequent to acquisitions.Generally, loans are placed on non-accrual status when principal or interest is past due 90 days or more. When a loan is placed on non-accrual status, all interest previously accrued but not collected is charged against current earnings. Any payments received on non-accrual loans are applied, first to the outstanding loan amounts, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of lost interest. Acquired loans that meet the criteria for impaired or non-accrual status prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company expects to fully collect the fair value of the loans. A modification of a loan constitutes a troubled debt restructuring (TDR) when a borrower is experiencing financial difficulty and the Company grants a concession that it would not otherwise grant based on current underwriting standards. Although concessions may be made when modifying a loan, forgiveness of principal is rarely granted.
Mortgage Banking Operations And Mortgage Servicing Rights MORTGAGE BANKING OPERATIONS AND MORTGAGE SERVICING RIGHTSThe Company sells one-to-four family residential mortgage loans on a servicing retained basis. On a loan sold where servicing was retained, the Company determines at the time of sale the value of the retained servicing rights, which represents the present value of the differential between the contractual servicing fee and adequate compensation, defined as the fee a sub-servicer would require to assume the role of servicer, after considering the estimated effects of prepayments. If material, a portion of the gain on the sale of the loan is recognized due to the value of the servicing rights, and a mortgage servicing asset is recorded.Commitments to sell one-to-four family residential mortgage loans are made primarily during the period between the intent to proceed and the closing of the mortgage loan. The timing of making these sale commitments is dependent upon the timing of the borrower’s election to lock-in the mortgage interest rate and fees prior to loan closing. Most of these sales commitments are made on a best-efforts basis whereby the Company is only obligated to sell the mortgage if the mortgage loan is approved and closed by the Company. Commitments to fund mortgage loans (rate lock commitments) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these derivatives are estimated based on changes in mortgage interest rates from the date the interest rate on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in gains or losses on sales of loans. The fair value of these derivative instruments was not significant at December 31, 2021 and 2020.Servicing assets are reported in other assets and amortized in proportion to and over the period during which estimated servicing income will be received. Servicing loans for others consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing foreclosures. Loan servicing income is recorded when earned and represents servicing fees from investors and certain charges collected from borrowers, such as late payment fees. The Company has fiduciary responsibility for related escrow and custodial funds.Servicing assets are recognized as separate assets when rights are acquired through the sale of financial assets. For sales of mortgage loans originated by the Company, a portion of the cost of originating the loan is allocated to the servicing retained right based on fair value. Capitalized servicing rights are amortized into interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Remaining servicing rights are charged against income upon payoff of the loan. Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned.
Loans Held-for-Sale LOANS HELD-FOR-SALELoans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income. Unrealized gains are recognized but only to the extent of previous write-downs.
Automobile Leasing AUTOMOBILE LEASINGFinancing of automobiles, provided to customers under lease arrangements of varying terms obtained via an indirect arrangement primarily through a single dealer on a full recourse basis, are accounted for as direct finance leases. Interest on automobile direct finance leasing is determined using the interest method. Generally, the interest method is used 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.
Allowance For Loan Losses ALLOWANCE FOR LOAN LOSSESThe allowance for loan losses is established through a provision for loan losses. The allowance represents an amount which, in management’s judgment, will be adequate to absorb losses on existing loans. Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectability of the loans. These evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions that may affect the borrower’s ability to pay, collateral value, overall portfolio quality and review of specific loans for impairment. Management applies two primary components during the estimation process to determine proper allowance levels; a specific loan loss allocation for loans that are deemed impaired and a general loan loss allocation for those loans not specifically allocated based on historical charge-off history and qualitative factor adjustments for trends or changes in the loan portfolio and economic factors. Delinquencies, changes in lending policies and local economic conditions are some of the items used for the qualitative factor adjustments. Loans considered uncollectible are charged against the allowance. Recoveries on loans previously charged off are added to the allowance.A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled 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 taken into account. 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.Acquired loans are marked to fair value on the date of acquisition and are evaluated on a quarterly basis to ensure the necessary purchase accounting updates are made in parallel with the allowance for loan loss calculation. 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. 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 or not there has been subsequent deterioration in relation to these 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 accordingly. For acquired ASC 310-30 loans, the Company continues to estimate cash flows expected to be collected. Subsequent decreases to the expected cash flows would require the Company to evaluate the need for an additional allowance for loan losses. Subsequent improvement in expected cash flows would result in the reversal of a corresponding amount of the non accretable discount which would be reclassified as an accretable discount that will be recognized in interest income over the remaining life of the loan.The risk characteristics of each of the identified portfolio segments are as follows:Commercial and industrial loans (C&I): C&I loans are primarily based on the identified historic and/or the projected cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of the borrower, however, do fluctuate based on changes in the Company’s internal and external environment including management, human and capital resources, economic conditions, competition and regulation. Most C&I loans are secured by business assets being financed such as equipment, accounts receivable, and/or inventory and generally incorporate a secured or unsecured personal guarantee. Unsecured loans may be made on a short-term basis. Loans to municipal borrowers, which carry the full faith and credit of each respective local government unit consistent with the PA Local Government Unit Debt Act (LGUDA) as well as loans to municipal authorities are included in C&I loans. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ economic and financial condition.Commercial real estate loans (CRE): Commercial real estate loans are made to finance the purchase of real estate, refinance existing obligations and/or to provide capital. These commercial real estate loans are generally secured by first lien security interests in the real estate as well as assignment of leases and rents. The real estate may include apartments, hotels, retail stores or plazas and healthcare facilities whether they are owner or non-owner occupied. These loans are typically originated in amounts of no more than 80% of the appraised value of the property. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ or lessees' customers’ economic and financial condition.Consumer loans: The Company offers home equity installment loans and lines of credit. Risks associated with loans secured by residential properties are generally lower than commercial real estate loans and include general economic risks, such as the strength of the job market, employment stability and the strength of the housing market. Since most loans are secured by a primary or secondary residence or an automobile, the borrower’s continued employment is considered the greatest risk to repayment. The Company also offers a variety of loans to individuals for personal and household purposes. These loans are generally considered to have greater risk than mortgages on real estate because they may be unsecured, or if they are secured, the value of the collateral may be difficult to assess and more likely to decrease in value than real estate.Residential mortgage loans: Residential mortgages are secured by a first lien position of the borrower’s residential real estate. These loans have varying loan rates depending on the financial condition of the borrower and the loan to value ratio. Since most loans are secured by a primary or secondary residence, the borrower’s continued employment is considered the greatest risk to repayment. Residential mortgages have terms up to thirty years with amortizations varying from 10 to 30 years. The majority of the loans are underwritten according to FNMA and/or FHLB standards.
Transfer Of Financial Assets TRANSFER OF FINANCIAL ASSETSTransfers 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.
Loan Fees And Costs LOAN FEES AND COSTSNonrefundable loan origination fees and certain direct loan origination costs are recognized as a component of interest income over the life of the related loans as an adjustment to yield. The unamortized balance of the deferred fees and costs are included as components of the loan balances to which they relate.
Bank Premises And Equipment BANK PREMISES AND EQUIPMENTLand is carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improved property. The Company leases several branches which are classified as operating leases. The Company also leases three stand-alone ATMs which are classified as operating leases and a building and equipment classified as finance leases. In most circumstances, management expects that in the normal course of business, leases will be renewed or replaced by other leases. Rent expense is recognized on the straight-line method over the term of the lease.
Bank Owned Life Insurance ‎ BANK OWNED LIFE INSURANCEThe Company maintains bank owned life insurance (BOLI) for a selected group of employees, namely its officers where the Company is the owner and sole beneficiary of the policies. The earnings from the BOLI are recognized as a component of other income in the consolidated statements of income. The BOLI is an asset that can be liquidated, if necessary, with tax consequences. However, the Company intends to hold these policies and, accordingly, the Company has not provided for deferred income taxes on the earnings from the increase in the cash surrender value.
Employee Benefits EMPLOYEE BENEFITSThe 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. 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.
Foreclosed Assets Held-for-Sale FORECLOSED ASSETS HELD-FOR-SALEForeclosed assets held-for-sale are carried at the lower of cost or fair value less cost to sell. Foreclosed assets held-for-sale is primarily other real estate owned, but also includes other repossessed assets. Losses from the acquisition of property in full and partial satisfaction of debt are treated as credit losses. Routine holding costs, gains and losses from sales, write-downs for subsequent declines in value and any rental income received are recognized net, as a component of other real estate owned expense in the consolidated statements of income. Gains or losses are recorded when the properties are sold.
Impairment of Long-Lived Assets IMPAIRMENT OF LONG-LIVED ASSETSLong-lived assets, including bank premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment is indicated by that review, the asset is written down to its estimated fair value through a charge to non-interest expense.
Goodwill and Intangible Assets GOODWILL AND INTANGIBLE ASSETSGoodwill 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 reviewed for impairment annually as of November 30 and between annual tests when events and circumstances indicate that impairment may have occurred. Goodwill impairment exists when the carrying amount of a reporting unit exceeds its fair value. A qualitative test can be performed to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. In this qualitative assessment, the Company evaluates events and circumstances which include general banking industry conditions and trends, the overall financial performance of the Company, the performance of the Company’s common stock and key financial performance metrics of the Company. If the qualitative review indicates that it is not more likely than not that the carrying value exceeds its fair value, no further evaluation needs to be performed. If the results of the qualitative review indicate it is more likely than not that the fair value is less than the carrying value, then the Company performs a quantitative impairment test. During 2021, the Company determined it is not more likely than not that the fair value exceeds its carrying value therefore no quantitative analysis was necessary. 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.
Stock Plans STOCK PLANSThe Company has two stock-based compensation plans. The Company accounts for these plans under the recognition and measurement accounting principles, which requires the cost of share-based payment transactions be recognized in the financial statements. The stock-based compensation accounting guidance requires that compensation cost for stock awards be calculated and recognized over the employees’ service period, generally defined as the vesting period. Compensation cost is recognized on a straight-line basis over the requisite service period. When granting stock-settled stock appreciation rights (SSARs), the Company uses Black-Scholes-Merton valuation model to determine fair value on the date of grant.
Trust And Financial Service Fees TRUST AND FINANCIAL SERVICE FEESTrust and financial service fees are recorded on the cash basis, which is not materially different from the accrual basis.
Advertising Costs ADVERTISING COSTSAdvertising costs are charged to expense as incurred.
Legal And Professional Expenses ‎ LEGAL AND PROFESSIONAL EXPENSESGenerally, the Company recognizes legal and professional fees as incurred and are included as a component of professional services expense in the consolidated statements of income. Legal costs incurred that are associated with the collection of outstanding amounts due from delinquent borrowers are included as a component of loan collection expense in the consolidated statements of income. In the event of litigation proceedings brought about by an employee or third party against the Company, expenses for damages will be accrued if the likelihood of the outcome against the Company is probable, the amount can be reasonably estimated and the amount would have a material impact on the financial results of the Company.
Income Taxes INCOME TAXESDeferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.The benefit of a tax position is recognized on the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. For tax positions not meeting the more likely than not threshold, no tax benefit is recorded. Under the more likely than not threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. The Company had no material unrecognized tax benefits or accrued interest and penalties for the years ended December 31, 2021, 2020 or 2019, respectively.
Comprehensive Income (Loss) COMPREHENSIVE INCOME (LOSS)Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the shareholders’ equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss).
Cash Flows CASH FLOWSFor purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and interest-bearing deposits with financial institutions.
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Accumulated Other Comprehensive Income (Tables)
 12 Months Ended
Dec. 31, 2021
Accumulated Other Comprehensive Income [Abstract]  
Schedule of Accumulated Other Comprehensive Income As of and for the year ended December 31, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 8,952 Other comprehensive loss before reclassifications, net of tax (8,737)Amounts reclassified from accumulated other comprehensive income, net of tax (36)Net current-period other comprehensive loss (8,773)Ending balance$ 179 ‎ As of and for the year ended December 31, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands) debt securitiesBeginning balance$ 3,602 Other comprehensive income before reclassifications, net of tax 5,441Amounts reclassified from accumulated other comprehensive income, net of tax (91)Net current-period other comprehensive income 5,350Ending balance$ 8,952 As of and for the year ended December 31, 2019 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ (1,095) Other comprehensive income before reclassifications, net of tax 4,708Amounts reclassified from accumulated other comprehensive income, net of tax (11)Net current-period other comprehensive income 4,697Ending balance$ 3,602
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 2021 2020 2019 Unrealized gains (losses) on AFS debt securities $ 46  $ 115  $ 14  Gain (loss) on sale of investment securitiesIncome tax effect (10) (24) (3) Provision for income taxesTotal reclassifications for the period $ 36  $ 91  $ 11  Net income
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Investment Securities (Tables)
 12 Months Ended
Dec. 31, 2021
Investment Securities [Abstract]  
Amortized Cost and Fair Value of Investment Securities Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueDecember 31, 2021 Available-for-sale debt securities: Agency - GSE $ 119,399 $ 204 $ (2,600) $ 117,003Obligations of states and political subdivisions 360,680 6,708 (2,678) 364,710MBS - GSE residential 258,674 1,654 (3,061) 257,267 Total available-for-sale debt securities $ 738,753 $ 8,566 $ (8,339) $ 738,980 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 $ 1,990 $ 2,022Due after one year through five years 13,653 13,742Due after five years through ten years 115,223 112,659Due after ten years 349,213 353,290 MBS - GSE residential 258,674 257,267 Total available-for-sale debt securities $ 738,753 $ 738,980
Schedule Of Realized Gain (Loss) December 31,(dollars in thousands)2021 2020 2019 Gross realized gain$ 98 $ 147 $ 104Gross realized loss (52) (32) (90)Net gain$ 46 $ 115 $ 14
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 December 31, 2021 Agency - GSE $ 84,308  $ (1,460) $ 26,516  $ (1,140) $ 110,824  $ (2,600)Obligations of states and political subdivisions 193,124  (2,662) 12,796  (399) 205,920  (3,061)MBS - GSE residential 137,495  (2,351) 9,469  (327) 146,964  (2,678)Total $ 414,927  $ (6,473) $ 48,781  $ (1,866) $ 463,708  $ (8,339)Number of securities 187  26  213  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)
 12 Months Ended
Dec. 31, 2021
Loans and Leases [Abstract]  
Loan Classifications (dollars in thousands)December 31, 2021 December 31, 2020Commercial and industrial$ 236,304 $ 280,757Commercial real estate: Non-owner occupied 312,848 192,143Owner occupied 248,755 179,923Construction 21,147 10,231Consumer: Home equity installment 47,571 40,147Home equity line of credit 54,878 49,725Auto loans 118,029 98,386Direct finance leases 26,232 20,095Other 8,013 7,602Residential: Real estate 325,861 218,445Construction 34,919 23,357Total 1,434,557 1,120,811Less: Allowance for loan losses (15,624) (14,202)Unearned lease revenue (1,429) (1,159)Loans and leases, net$ 1,417,504 $ 1,105,450
Schedule of Accretable Yield For the years ended(dollars in thousands)December 31, 2021 December 31, 2020Balance at beginning of period $ 563 $ -Accretable yield on acquired loans 589 248Reclassification from non-accretable difference 453 429Accretion of accretable yield (517) (114)Balance at end of period$ 1,088 $ 563
Non-Accrual Loans, Segregated by Class (dollars in thousands)December 31, 2021 December 31, 2020Commercial and industrial$ 154 $ 590Commercial real estate: Non-owner occupied 478 846Owner occupied 1,570 1,123Consumer: Home equity installment - 61Home equity line of credit 97 395Auto loans 78 27Residential: Real estate 572 727Total$ 2,949 $ 3,769
Information Related to Loans Modified in Troubled Debt Restructuring, by Class Loans modified as TDRs for the twelve months ended:(dollars in thousands)December 31, 2021 December 31, 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 and industrial - $ - $ - 2 $ 206 $ 66Commercial real estate - non-owner occupied - - - 2 1,598 453Commercial real estate - owner occupied 1 512 - - - -Total 1 $ 512 $ - 4 $ 1,804 $ 519 In the above table, 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.
Loans Modified as TDR that Subsequently Defaulted Loans modified as a TDR within the previous twelve months that subsequently defaulted during the twelve months ended:(dollars in thousands)December 31, 2021 December 31, 2020 Number of Recorded Number of Recorded contracts investment contracts investmentCommercial and industrial - $ - 2 $ 206Total - $ - 2 $ 206 In the above table, the period end balances are inclusive of all partial pay downs and charge-offs since the modification date.
Past Due Loans Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2021past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ - $ 4  $ 154  $ 158  $ 236,146  $ 236,304  $ -Commercial real estate: Non-owner occupied - 675  478  1,153  311,695  312,848  -Owner occupied - - 1,570  1,570  247,185  248,755  -Construction - - - - 21,147  21,147  -Consumer: Home equity installment 87  32  - 119  47,452  47,571  -Home equity line of credit - - 97  97  54,781  54,878  -Auto loans 410  45  78  533  117,496  118,029  -Direct finance leases 173  38  64  275  24,528  24,803 (2) 64 Other 49  17  - 66  7,947  8,013  -Residential: Real estate - 452  572  1,024  324,837  325,861  -Construction - - - - 34,919  34,919  -Total$ 719  $ 1,263  $ 3,013  $ 4,995  $ 1,428,133  $ 1,433,128  $ 64 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.4 million. (3) Includes net deferred loan costs of $3.0 million. Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2020past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 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 $1.7 million.
Impaired Loans Impaired loans, segregated by class, as of the period indicated are detailed below: Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceDecember 31, 2021 Commercial and industrial$ 218  $ 18  $ 136  $ 154  $ 18 Commercial real estate: Non-owner occupied 2,470  1,674  796  2,470  474 Owner occupied 3,185  1,802  762  2,564  763 Consumer: Home equity installment 33  - - - -Home equity line of credit 137  - 97  97  -Auto loans 98  10  68  78  4 Residential: Real estate 699  - 572  572  -Total$ 6,840  $ 3,504  $ 2,431  $ 5,935  $ 1,259  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 December 31, 2021, impaired loans totaled $5.9 million consisting of $3.0 million in accruing TDRs and $2.9 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 December 31, 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 $0.7 million as of December 31, 2020.A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect the payments in accordance with the contractual terms of the loan. Factors considered in determining impairment include payment status, collateral value, and the probability of collecting payments when due. The significance of payment delays and/or shortfalls is determined on a case-by-case basis. All circumstances surrounding the loan are considered. Such factors include the length of the delinquency, the underlying reasons and the borrower’s prior payment record. Impairment is measured on these loans on a loan-by-loan basis. Impaired loans include non-accrual loans, TDRs and other loans deemed to be impaired based on the aforementioned factors.The following table presents the average recorded investments in impaired loans and related amount of interest income recognized during the periods indicated below. The average balances are calculated based on the quarter-end balances of impaired loans. Payments received from non-accruing impaired loans are first applied against the outstanding principal balance, then to the recovery of any charged-off amounts. Any excess is treated as a recovery of interest income. Payments received from accruing impaired loans are applied to principal and interest, as contractually agreed upon.‎ December 31, 2021 December 31, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 380  $ 2  $ - $ 404  $ 1  $ -Commercial real estate: Non-owner occupied 2,698  195  - 1,939  96  -Owner occupied 1,883  55  - 1,848  48  -Construction - - - - - -Consumer: Home equity installment 28  6  - 53  - -Home equity line of credit 202  20  - 368  - -Auto loans 42  2  - 51  2  -Direct finance leases - - - - - -Other - - - - - -Residential: Real estate 682  - - 819  - -Construction - - - - - -Total$ 5,915  $ 280  $ - $ 5,482  $ 147  $ -
Credit Quality Indicator Loan Categories Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2021(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 234,822  $ 339  $ 2,400  $ - $ 237,561 Commercial real estate - non-owner occupied 289,679  16,614  6,555  - 312,848 Commercial real estate - owner occupied 228,889  7,089  11,520  - 247,498 Commercial real estate - construction 21,147  - - - 21,147 Total commercial$ 774,537  $ 24,042  $ 20,475  $ - $ 819,054  Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity December 31, 2021(dollars in thousands) Performing Non-performing TotalConsumer Home equity installment $ 47,571  $ - $ 47,571 Home equity line of credit 54,781  97  54,878 Auto loans 117,951  78  118,029 Direct finance leases (1) 24,739  64  24,803 Other 8,013  - 8,013 Total consumer 253,055  239  253,294 Residential Real estate 325,289  572  325,861 Construction 34,919  - 34,919 Total residential 360,208  572  360,780 Total consumer & residential $ 613,263  $ 811  $ 614,074 (1)Net of unearned lease revenue of $1.4 million. Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2020(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 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 $1.2 million.
Schedule of Change in Allowance for Loan Losses and the Recorded Investment in Loans As of and for the year ended December 31, 2021 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 2,407  $ 6,383  $ 2,552  $ 2,781  $ 79  $ 14,202 Charge-offs (130) (491) (206) (162) - (989)Recoveries 23  250  138  - - 411 Provision (96) 1,280  (80) 889  7  2,000 Ending balance$ 2,204  $ 7,422  $ 2,404  $ 3,508  $ 86  $ 15,624 Ending balance: individually evaluated for impairment$ 18  $ 1,237  $ 4  $ - $ - $ 1,259 Ending balance: collectively evaluated for impairment$ 2,186  $ 6,185  $ 2,400  $ 3,508  $ 86  $ 14,365 Loans Receivables: Ending balance (2)$ 236,304  $ 582,750  $ 253,294 (1)$ 360,780  $ - $ 1,433,128 Ending balance: individually evaluated for impairment$ 154  $ 5,034  $ 175  $ 572  $ - $ 5,935 Ending balance: collectively evaluated for impairment$ 236,150  $ 577,716  $ 253,119  $ 360,208  $ - $ 1,427,193 (1) Net of unearned lease revenue of $1.4 million. (2) Includes $3.0 million of net deferred loan costs. As of and for the year ended December 31, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 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 $1.7 million of net deferred loan costs. ‎ As of and for the year ended December 31, 2019 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,432  $ 3,901  $ 2,548  $ 1,844  $ 22  $ 9,747 Charge-offs (184) (597) (398) (330) - (1,509)Recoveries 32  317  67  8  - 424 Provision 204  312  (204) 756  17  1,085 Ending balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747 
Undiscounted Cash Flows to be Received on Annual Basis for Direct Finance Leases (dollars in thousands)Amount 2022$ 7,8812023 6,2862024 8,4972025 3,4442026 1242027 and thereafter -Total future minimum lease payments receivable 26,232Less: Unearned income (1,429)Undiscounted cash flows to be received$ 24,803
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Bank Premises and Equipment (Tables)
 12 Months Ended
Dec. 31, 2021
Bank Premises and Equipment [Abstract]  
Components of Bank Premises and Equipment As of December 31,(dollars in thousands)2021 2020 Land$ 3,657 $ 3,655Bank premises 20,515 19,788Furniture, fixtures and equipment 15,833 13,728Leasehold improvements 9,851 9,618Construction in process 494 307 Total 50,350 47,096 Less accumulated depreciation and amortization (21,040) (19,470) Bank premises and equipment, net$ 29,310 $ 27,626
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Deposits (Tables)
 12 Months Ended
Dec. 31, 2021
Deposits [Abstract]  
Schedule Of Certificates Of Deposits By Year Of Maturity (dollars in thousands)Amount Percent2022$ 104,801 75.5%2023 19,791 14.3 2024 5,216 3.8 2025 3,206 2.3 2026 4,915 3.5 2027 and thereafter 798 0.6 Total$ 138,727 100.0%
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Short-Term Borrowings (Tables)
 12 Months Ended
Dec. 31, 2021
Short-Term Borrowings [Abstract]  
Schedule Of Short-Term Debt Maximum Weighted- outstanding average at any Average rate duringRate at(dollars in thousands)month end outstanding the yearyear-endDecember 31, 2021 Overnight borrowings$ - $ 97 1.06% -% Total$ - $ 97   December 31, 2020 Overnight borrowings$ 9,159 $ 4,175 2.13% -%Paycheck Protection Program Liquidity Facility 152,791 44,990 0.35 - Total$ 161,950 $ 49,165   December 31, 2019 Overnight borrowings$ 58,747 $ 35,243 2.49%1.81%Total$ 58,747 $ 35,243  
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FHLB Advances and Other Borrowings (Tables)
 12 Months Ended
Dec. 31, 2021
FHLB Advances and Other Borrowings [Abstract]  
Schedule Of Maturity And Weighted-Average Interest Rate Of Secured Borrowings As of December 31, 2021(dollars in thousands)Amount Rate 2022$ 766 3.25%2023 26 4.25 2024 2,700 4.13 2025 - - 2026 - - 2027 and thereafter 6,952 2.43 Total$ 10,444 2.69%
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Stock Plans (Tables)
 12 Months Ended
Dec. 31, 2021
Stock Plans [Abstract]  
Summary of Weighted-Average Fair-Value and Vesting of Restricted Stock Grants 2021 2020 2019 Weighted- Weighted- Weighted- Shares average grant Shares average grant Shares average grant granted date fair value granted date fair value granted date fair value Director plan 12,500(2)$ 52.00 6,000(2)$ 56.63 5,600(2)$ 54.69Omnibus plan 13,552(3) 52.00 11,761(3) 55.06 7,251(2) 54.69Omnibus plan 50(1) 58.17 50(1) 57.62 50(1) 58.08Omnibus plan 36(3) 58.17 500(2) 34.02 - -Omnibus plan 476(2) 52.62 - - - -Total 26,614 $ 52.03 18,311 $ 55.00 12,901 $ 54.70(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, 2018 12,600 17,360 29,960 $ 38.99Granted 5,600 7,301 12,901 54.70Forfeited - (126) (126) 54.69Vested (7,000) (8,574) (15,574) 33.81Non-vested balance at December 31, 2019 11,200 15,961 27,161 $ 49.48Granted 6,000 12,311 18,311 55.00Forfeited - - - Vested (7,798) (7,597) (15,395) 48.47Non-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 December 31, 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, 2018 89,250 $ 8.36 8.2Granted 11,073 16.79 10.0Exercised (3,059) 3.48 Forfeited - - Outstanding December 31, 2019 97,264 $ 9.47 7.5Granted - - -Exercised - - -Forfeited - - -Outstanding December 31, 2020 97,264 $ 9.47 6.5Granted - Exercised (2,932) 3.48 Forfeited - Outstanding December 31, 2021 94,332 $ 9.66 5.5 Of the SSARs outstanding at December 31, 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 (dollars in thousands) 2021 2020 2019Stock-based compensation expense: Director stock incentive plan $ 422 $ 434 $ 240Omnibus stock incentive plan 640 740 611Employee stock purchase plan 44 27 107Total stock-based compensation expense $ 1,106 $ 1,201 $ 958In addition, during 2021, 2020 and 2019 the Company reversed accruals of ($10 thousand), ($0.1 million) and ($0.1 million) in stock-based compensation expense for restricted stock and SSARs to be awarded under the Omnibus Plan.
Schedule of Unrecognized Compensation Cost, Non-Vested Awards As of(dollars in thousands) December 31, 2021Unrecognized stock-based compensation expense: Director plan $ 498Omnibus plan 781Total unrecognized stock-based compensation expense $ 1,279The unrecognized stock-based compensation expense as of December 31, 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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Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Taxes [Abstract]  
Schedule Of Deferred Tax Assets And Liabilities As of December 31,(dollars in thousands)2021 2020Deferred tax assets: Allowance for loan losses$ 3,281 $ 2,936Deferred interest from non-accrual assets 251 206Operating lease liabilities 2,022 1,605Acquisition accounting 2,087 479Other 1,029 594Total 8,670 5,820 Deferred tax liabilities: Net unrealized gains on available-for-sale securities (48) (2,380)Loan fees and costs (1,397) (1,013)Automobile leasing (5,162) (4,287)Operating lease right-of-use assets (1,891) (1,487)Depreciation (1,594) (1,411)Mortgage loan servicing rights (357) (278)Total (10,449) (10,856)Deferred tax liability, net$ (1,779) $ (5,036)
Schedule Of Components Of Income Tax Expense Benefit Years ended December 31,(dollars in thousands)2021 2020 2019 Current$ 4,904 $ 2,336 $ 1,985Deferred (903) (87) 341Total provision for income taxes$ 4,001 $ 2,249 $ 2,326
Schedule Of Effective Income Tax Rate Reconciliation Years ended December 31, (dollars in thousands)2021 2020 2019Expected provision at the statutory rate$ 5,873 $ 3,203 $ 2,919Tax-exempt income (1,686) (865) (592)Bank owned life insurance (232) (167) (136)Nondeductible interest expense 87 54 37Nondeductible other expenses and other, net 49 (8) 98Tax credits (135) - -State income tax 45 32 -Actual provision for income taxes$ 4,001 $ 2,249 $ 2,326
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Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2021
Fair Value Measurements [Abstract]  
Carrying Amount and Estimated Fair Value by Balance Sheet Grouping December 31, 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$ 96,877  $ 96,877  $ 96,877  $ - $ -Available-for-sale debt securities 738,980  738,980  - 738,980  -Restricted investments in bank stock 3,206  3,206  - 3,206  -Loans and leases, net 1,417,504  1,404,103  - - 1,404,103 Loans held-for-sale 31,727  32,013  - 32,013  -Accrued interest receivable 7,526  7,526  - 7,526  -Financial liabilities: Deposits with no stated maturities 2,031,072  2,031,072  - 2,031,072  -Time deposits 138,793  138,291  - 138,291  -Secured borrowings 10,620  10,690  - - 10,690 Accrued interest payable 155  155  - 155  - 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)December 31, 2021 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 117,003  $ - $ 117,003  $ -Obligations of states and political subdivisions 364,710  - 364,710  -MBS - GSE residential 257,267  - 257,267  -Total available-for-sale debt securities$ 738,980  $ - $ 738,980  $ - 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 December 31, 2021 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,245 $ - $ - $ 2,245Other real estate owned 198 - - 198Total$ 2,443 $ - $ - $ 2,443 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
Schedule Of Fair Value, Off-Balance Sheet Risks December 31,(dollars in thousands) 2021 2020Off-balance sheet financial instruments: Commitments to extend credit$ 306,852 $ 262,816Standby letters of credit 6,352 3,946
Supply Commitment More than Less than one year to Over five (dollars in thousands)one year five years years TotalSecured by: Collateral$ 1,835 $ 423 $ 2,014 $ 4,272Bank lines of credit 353 108 - 461Other 1,152 - - 1,152 3,340 531 2,014 5,885Unsecured 30 437 - 467Total$ 3,370 $ 968 $ 2,014 $ 6,352
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Earnings Per Share (Tables)
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted 2021 2020 2019(dollars in thousands except per share data) Basic EPS: Net income available to common shareholders$ 24,008 $ 13,035 $ 11,576Weighted-average common shares outstanding 5,321,687 4,586,224 3,779,582Basic EPS$ 4.51 $ 2.84 $ 3.06 Diluted EPS: Net income available to common shareholders$ 24,008 $ 13,035 $ 11,576Weighted-average common shares outstanding 5,321,687 4,586,224 3,779,582Potentially dilutive common shares 41,475 30,140 42,811Weighted-average common and potentially dilutive shares outstanding 5,363,162 4,616,364 3,822,393Diluted EPS$ 4.48 $ 2.82 $ 3.03
XML 56 R43.htm IDEA: XBRL DOCUMENT v3.22.1
Regulatory Matters (Tables)
 12 Months Ended
Dec. 31, 2021
Regulatory Matters [Abstract]  
Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations For capital adequacy To be well capitalized For capital purposes with capital under prompt corrective Actualadequacy purposes conservation buffer* action provisions(dollars in thousands)Amount RatioAmountRatio AmountRatio AmountRatioAs of December 31, 2021: Total capital (to risk-weighted assets) Consolidated$ 205,667  14.5%≥ $ 113,421  8.0%≥ $ 148,866  10.5% N/A N/ABank$ 205,726  14.5%≥ $ 113,406  8.0%≥ $ 148,845  10.5% ≥ $ 141,757  10.0% Tier 1 common equity (to risk-weighted assets) Consolidated$ 189,980  13.4%≥ $ 63,800  4.5%≥ $ 99,244  7.0% N/A N/ABank$ 190,039  13.4%≥ $ 63,791  4.5%≥ $ 99,230  7.0% ≥$ 92,142  6.5% Tier I capital (to risk-weighted assets) Consolidated$ 189,980  13.4%≥ $ 85,066  6.0%≥ $ 120,510  8.5% N/A N/ABank$ 190,039  13.4%≥ $ 85,054  6.0%≥ $ 120,493  8.5% ≥$ 113,406  8.0% Tier I capital (to average assets) Consolidated$ 189,980  7.9%≥$ 95,688  4.0%≥$ 95,688  4.0% N/A N/ABank$ 190,039  7.9%≥$ 95,680  4.0%≥$ 95,680  4.0% ≥$ 119,600  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/ABank$ 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/ABank$ 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/ABank$ 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/ABank$ 148,879  8.8%≥$ 67,584  4.0%≥$ 67,584  4.0% ≥$ 84,479  5.0% * The minimums under Basel III increased to include the capital conservation buffer of 2.50%.
XML 57 R44.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions Years ended December 31,(dollars in thousands)2021 2020 2019Balance, beginning$ 9,885 $ 6,765 $ 6,542Adjustments for changes in position 1,022 (1,063) -Additions 7,228 7,156 1,864Collections (6,630) (2,973) (1,641) Balance, ending$ 11,505 $ 9,885 $ 6,765
XML 58 R45.htm IDEA: XBRL DOCUMENT v3.22.1
Parent Company Only (Tables)
 12 Months Ended
Dec. 31, 2021
Parent Company Only [Abstract]  
Schedule of Condensed Balance Sheet Condensed Balance SheetsAs of December 31,(dollars in thousands)2021 2020Assets: Cash$ 515 $ 256Investment in subsidiary 211,788 166,618Other assets 198 180Total$ 212,501 $ 167,054 Liabilities and shareholders' equity: Liabilities$ 772 $ 384Capital stock and retained earnings 211,550 157,718Accumulated other comprehensive income (loss) 179 8,952Total$ 212,501 $ 167,054
Schedule of Condensed Income Statement Condensed Income StatementsYears ended December 31,(dollars in thousands)2021 2020 2019Income: Equity in undistributed earnings of subsidiary$ 19,898 $ 9,934 $ 8,839Dividends from subsidiary 6,608 5,378 4,037Total income 26,506 15,312 12,876Operating expenses 3,016 2,779 1,598Income before taxes 23,490 12,533 11,278Credit for income taxes 518 502 298Net income$ 24,008 $ 13,035 $ 11,576
Schedule of Condensed Comprehensive Income Statements of Comprehensive IncomeYears ended December 31,(dollars in thousands)2021 2020 2019Bancorp net loss$ (2,498) $ (2,277) $ (1,300)Equity in net income of subsidiary 26,506 15,312 12,876Net income 24,008 13,035 11,576 Equity in other comprehensive income (loss) of subsidiary (8,773) 5,350 4,697Other comprehensive (loss) income, net of tax (8,773) 5,350 4,697Total comprehensive income, net of tax$ 15,235 $ 18,385 $ 16,273
Schedule of Condensed Cash Flow Statement Condensed Statements of Cash FlowsYears ended December 31,(dollars in thousands)2021 2020 2019Cash flows from operating activities: Net income $ 24,008 $ 13,035 $ 11,576Adjustments to reconcile net income to net cash used in operations: Equity in earnings of subsidiary (26,506) (15,312) (12,876)Stock-based compensation expense 1,096 1,077 817Deferred income tax (10) (84) 2Changes in other assets and liabilities, net 390 71 137Net cash used in operating activities (1,022) (1,213) (344) Cash flows provided by investing activities: Dividends received from subsidiary 6,608 5,378 4,037Operating dividend from subsidiary 1,075 1,129 -Net cash (used in) acquired in acquisition (64) 58 -Net cash provided by investing activities 7,619 6,565 4,037 Cash flows used in financing activities: Dividends paid, net of dividend reinvestment (6,608) (5,378) (4,037)Withholdings to purchase capital stock 270 219 175Net cash used in financing activities (6,338) (5,159) (3,862)Net change in cash 259 193 (169) Cash, beginning 256 63 232 Cash, ending$ 515 $ 256 $ 63
XML 59 R46.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisition (Tables)
 12 Months Ended
Dec. 31, 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 (6/30/2021 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 UnauditedTwelve months ended December 31,(Dollars in thousands)2021 2020Net interest income$ 68,970 $ 57,531Other income 18,959 15,978Total net interest income and other income$ 87,929 $ 73,509 Net income 29,080 18,402 Basic earnings per common share$5.15 $3.52Diluted earnings per common share$5.11 $3.50
XML 60 R47.htm IDEA: XBRL DOCUMENT v3.22.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Analysis of Leased Property under Finance Leases (dollars in thousands)December 31, 2021 December 31, 2020 Property and equipment$ 1,673 $ 485Less accumulated depreciation and amortization (366) (202)Leased property under finance leases, net$ 1,307 $ 283
Schedule of Future Minimum Lease Payments under Finance Leases (dollars in thousands)Amount 2022$ 2472023 2202024 1642025 1582026 1502027 and thereafter 463Total minimum lease payments (a) 1,402Less amount representing interest (b) (82)Present value of net minimum lease payments$ 1,320 (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)2021 Lease cost Finance lease cost: Amortization of right-of-use assets$ 164 Interest on lease liabilities 16 Operating lease cost 637 Short-term lease cost 59 Variable lease cost 4 Total lease cost$ 880 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases$ 16 Operating cash flows from operating leases (Fixed payments)$ 560 Operating cash flows from operating leases (Liability reduction)$ 291 Financing cash flows from finance leases$ 159 Right-of-use assets obtained in exchange for new finance lease liabilities$ 1,188 Right-of-use assets obtained in exchange for new operating lease liabilities$ 2,775 Weighted-average remaining lease term - finance leases 7.22 yrs Weighted average remaining lease term - operating leases 21.42 yrs Weighted-average discount rate - finance leases 1.79% Weighted-average discount rate - operating leases 3.38%
Schedule of Future Minimum Lease Payments under Operating Leases (dollars in thousands)Amount 2022$ 6192023 6062024 6022025 6102026 6172027 and thereafter 10,482Total future minimum lease payments 13,536Plus variable payment adjustment 340Less amount representing interest (4,249)Present value of net future minimum lease payments$ 9,627
Schedule of Undiscounted Cash Flows to be Received (dollars in thousands)Amount 2022$ 1042023 482024 512025 542026 542027 and thereafter 27Total lease payments to be received$ 338
Schedule of Lease Income For the years ended December 31,(dollars in thousands) 2021 2020 2019Lease income - direct finance leases Interest income on lease receivables $ 807 $ 722 $ 683 Lease income - operating leases 257 236 239Total lease income $ 1,064 $ 958 $ 922
XML 61 R48.htm IDEA: XBRL DOCUMENT v3.22.1
Nature of Operations and Summary of Significant Accounting Policies (Narrative) (Details)
 12 Months Ended
Dec. 31, 2021
USD ($)
ShareBasedCompensationPlan
employee
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Nature of Operations and Summary of Significant Accounting Policies [Abstract]      
Held-to-maturity securities $ 0 $ 0  
Trading securities 0 0  
Unrecognized tax benefits 0 0 $ 0
Unrecognized tax benefits, accrued interest and penalties $ 0 $ 0 $ 0
Number of share based compensation plans | ShareBasedCompensationPlan 2    
Number of individuals with split dollar life insurance arrangement | employee 4    
XML 62 R49.htm IDEA: XBRL DOCUMENT v3.22.1
Cash (Narrative) (Details) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Cash [Abstract]    
Federal Reserve Bank, reserve requirement $ 0 $ 0
FDIC insured amount $ 250,000  
XML 63 R50.htm IDEA: XBRL DOCUMENT v3.22.1
Accumulated Other Comprehensive Income (Schedule of Accumulated Other Comprehensive Income) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Beginning balance $ 166,670 $ 106,835 $ 93,557
Ending balance 211,729 166,670 106,835
Unrealized Gains (Losses) on Available-for-Sale Debt Securities [Member]      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Beginning balance 8,952 3,602 (1,095)
Other comprehensive (loss) income before reclassifications, net of tax (8,737) 5,441 4,708
Amounts reclassified from accumulated other comprehensive income, net of tax (36) (91) (11)
Net current-period other comprehensive income (loss) (8,773) 5,350 4,697
Ending balance $ 179 $ 8,952 $ 3,602
XML 64 R51.htm IDEA: XBRL DOCUMENT v3.22.1
Accumulated Other Comprehensive Income (Schedule of Reclassifications from Accumulated Other Comprehensive Income) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]      
Provision for income taxes $ (4,001) $ (2,249) $ (2,326)
Net income 24,008 13,035 11,576
Reclassified from Accumulated Other Comprehensive Income [Member]      
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]      
Provision for income taxes (10) (24) (3)
Net income 36 91 11
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 $ 46 $ 115 $ 14
XML 65 R52.htm IDEA: XBRL DOCUMENT v3.22.1
Investment Securities (Narrative) (Details) - security
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Debt Securities, Available-for-sale [Line Items]    
Number of securities in unrealized loss position 213 30
Number of securities in unrealized loss position, more than 12 months 26  
Agency - GSE [Member]    
Debt Securities, Available-for-sale [Line Items]    
Number of securities in unrealized loss position 44  
Agency - GSE [Member] | Measurement Input, Loss Severity [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available-for-sale, measurement input 2.29%  
MBS - GSE Residential [Member]    
Debt Securities, Available-for-sale [Line Items]    
Number of securities in unrealized loss position 61  
MBS - GSE Residential [Member] | Measurement Input, Loss Severity [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available-for-sale, measurement input 1.46%  
Obligations of States and Political Subdivisions [Member]    
Debt Securities, Available-for-sale [Line Items]    
Number of securities in unrealized loss position 108  
Obligations of States and Political Subdivisions [Member] | Measurement Input, Loss Severity [Member]    
Debt Securities, Available-for-sale [Line Items]    
Available-for-sale, measurement input 1.79%  
XML 66 R53.htm IDEA: XBRL DOCUMENT v3.22.1
Investment Securities (Amortized Cost and Fair Value of Investment Securities) (Details) - USD ($)
$ in Thousands
Dec. 31, 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 $ 738,753 $ 381,088
Gross unrealized gains: Available-for-sale debt securities 8,566 11,753
Gross unrealized losses: Available-for-sale debt securities (8,339) (421)
Fair value: Available-for-sale debt securities 738,980 392,420
Agency - GSE [Member]    
Schedule of Held-to-maturity Securities And Available-for-sale Securities [Line Items]    
Amortized cost: Total available-for-sale debt securities 119,399 45,146
Gross unrealized gains: Available-for-sale debt securities 204 392
Gross unrealized losses: Available-for-sale debt securities (2,600) (91)
Fair value: Available-for-sale debt securities 117,003 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 360,680 192,385
Gross unrealized gains: Available-for-sale debt securities 6,708 7,480
Gross unrealized losses: Available-for-sale debt securities (2,678) (152)
Fair value: Available-for-sale debt securities 364,710 199,713
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 258,674 143,557
Gross unrealized gains: Available-for-sale debt securities 1,654 3,881
Gross unrealized losses: Available-for-sale debt securities (3,061) (178)
Fair value: Available-for-sale debt securities $ 257,267 $ 147,260
XML 67 R54.htm IDEA: XBRL DOCUMENT v3.22.1
Investment Securities (Amortized Cost and Fair Value of Debt Securities by Contractual Maturity Date) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Investment Securities [Abstract]    
Amortized cost: Due in one year or less $ 1,990  
Amortized cost: Due after one year through five years 13,653  
Amortized cost: Due after five years through ten years 115,223  
Amortized cost: Due after ten years 349,213  
Amortized cost: MBS - GSE residential 258,674  
Amortized cost: Total available-for-sale debt securities 738,753 $ 381,088
Fair value: Due in one year or less 2,022  
Fair value: Due after one year through five years 13,742  
Fair value: Due after five years through ten years 112,659  
Fair value: Due after ten years 353,290  
Fair value: MBS - GSE residential 257,267  
Fair value: Total available-for-sale debt securities $ 738,980 $ 392,420
XML 68 R55.htm IDEA: XBRL DOCUMENT v3.22.1
Investment Securities (Schedule Of Realized Gain (Loss)) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Investment Securities [Abstract]      
Gross realized gain $ 98 $ 147 $ 104
Gross realized loss (52) (32) (90)
Net gain $ 46 $ 115 $ 14
XML 69 R56.htm IDEA: XBRL DOCUMENT v3.22.1
Investment Securities (Available-for-Sale Securities, Continuous Unrealized Loss Position, Fair Value) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
security
Dec. 31, 2020
USD ($)
security
Debt Securities, Available-for-sale [Line Items]    
Less than 12 months: Fair value $ 414,927 $ 57,611
Less than 12 months: Unrealized losses (6,473) (421)
More than 12 months: Fair value 48,781  
More than 12 months: Unrealized losses (1,866)  
Total: Fair value 463,708 57,611
Total: Unrealized losses $ (8,339) $ (421)
Less than 12 months: Number of securities | security 187 30
More than 12 months: Number of securities | security 26  
Total: Number of securities | security 213 30
Agency - GSE [Member]    
Debt Securities, Available-for-sale [Line Items]    
Less than 12 months: Fair value $ 84,308 $ 27,602
Less than 12 months: Unrealized losses (1,460) (91)
More than 12 months: Fair value 26,516  
More than 12 months: Unrealized losses (1,140)  
Total: Fair value 110,824 27,602
Total: Unrealized losses $ (2,600) (91)
Total: Number of securities | security 44  
Obligations of States and Political Subdivisions [Member]    
Debt Securities, Available-for-sale [Line Items]    
Less than 12 months: Fair value $ 193,124 15,256
Less than 12 months: Unrealized losses (2,662) (152)
More than 12 months: Fair value 12,796  
More than 12 months: Unrealized losses (399)  
Total: Fair value 205,920 15,256
Total: Unrealized losses $ (3,061) (152)
Total: Number of securities | security 108  
MBS - GSE Residential [Member]    
Debt Securities, Available-for-sale [Line Items]    
Less than 12 months: Fair value $ 137,495 14,753
Less than 12 months: Unrealized losses (2,351) (178)
More than 12 months: Fair value 9,469  
More than 12 months: Unrealized losses (327)  
Total: Fair value 146,964 14,753
Total: Unrealized losses $ (2,678) $ (178)
Total: Number of securities | security 61  
XML 70 R57.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Narrative) (Details)
$ in Thousands
 6 Months Ended 12 Months Ended
Dec. 31, 2021
USD ($)
Dec. 31, 2021
USD ($)
loan
item
Dec. 31, 2020
USD ($)
contract
loan
item
Dec. 31, 2019
USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total Loan Balance $ 1,434,557 $ 1,434,557 $ 1,120,811  
Deferred loan costs 3,000 3,000 1,700  
Loan balances 1,417,504 1,417,504 1,105,450  
Accretable yield 1,088 1,088 563
Increase in accretable yield   525    
Accretable yield on acquired loans 589 589 248  
Reclassification from non-accretable difference   453 429  
Accretion of accretable yield   517 114  
Mortgages serviced 430,900 430,900 366,500  
Mortgage servicing rights 1,700 1,700 $ 1,300  
Number of contracts, subsequent default | contract     2  
Allowance for impaired loans 1,259 1,259 $ 1,206  
Impaired loans 5,935 5,935 6,340  
Troubled Debt Restructuring balance 3,500 3,500 3,200  
Average recorded investment   5,915 5,482 5,200
Interest income recognized   $ 280 $ 147 247
Cash basis interest income recognized       $ 0
Number of contracts modified by TDR with subsequent default | contract     2  
Number of dealerships | item   2    
Direct finance lease receivable 7,700 $ 7,700 $ 6,000  
Direct finance lease residual value 17,100 $ 17,100 $ 12,900  
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   $ 167    
Payments Received on PCI in Excess of Estimates [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Reclassification from non-accretable difference   286    
Commercial and Industrial [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total Loan Balance 236,304 236,304 280,757  
Loan balances 237,600 237,600 $ 280,800  
Number of contracts, subsequent default | contract     2  
Allowance for impaired loans 18 18 $ 213  
Impaired loans 154 154 590  
Financing receivable, net 237,561 237,561 280,757  
Average recorded investment   380 404  
Interest income recognized   2 $ 1  
Number of contracts modified by TDR with subsequent default | contract     2  
Troubled Debt Status [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Allowance for impaired loans 500 500 $ 700  
Accruing TDR Balance [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Troubled Debt Restructuring balance 3,000 3,000 2,500  
Non-Accrual Status [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Troubled Debt Restructuring balance 600 600 700  
Financing receivable, net 2,900 $ 2,900 $ 3,800  
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]        
Deferred fee income 1,200 $ 1,200 $ 2,200  
Paycheck Protection Program [Member] | Commercial and Industrial [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Loan balances 39,900 39,900 129,900  
Other Loans [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Deferred loan costs 4,200 4,200 $ 3,900  
Landmark Bancorp, Inc. [Member] | Commercial and Industrial [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Loan balances 46,900 46,900    
Landmark Bancorp, Inc. [Member] | Paycheck Protection Program [Member] | Commercial and Industrial [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Loan balances $ 7,900 $ 7,900    
XML 71 R58.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Loan Classifications) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total $ 1,434,557 $ 1,120,811    
Less: Allowance for loan losses (15,624) (14,202) $ (9,747) $ (9,747)
Less: Unearned lease revenue (1,429) (1,159)    
Loans and leases, net 1,417,504 1,105,450    
Commercial and Industrial [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total 236,304 280,757    
Less: Allowance for loan losses (2,204) (2,407) $ (1,484) $ (1,432)
Loans and leases, net 237,600 280,800    
Commercial Real Estate: Non-Owner Occupied [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total 312,848 192,143    
Commercial Real Estate: Owner Occupied [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total 248,755 179,923    
Commercial Real Estate: Construction [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total 21,147 10,231    
Consumer: Home Equity Installment [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total 47,571 40,147    
Consumer: Home Equity Line of Credit [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total 54,878 49,725    
Consumer: Auto Loans [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total 118,029 98,386    
Consumer: Direct Finance Leases [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total 26,232 20,095    
Consumer: Other [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total 8,013 7,602    
Residential: Real Estate [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total 325,861 218,445    
Residential: Construction [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Total $ 34,919 $ 23,357    
XML 72 R59.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Schedule of Accretable Yield) (Details) - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Loans and Leases [Abstract]      
Balance at beginning of period   $ 563
Accretable yield on acquired loans $ 589 589 248
Reclassification from non-accretable difference   453 429
Accretion of accretable yield   (517) (114)
Balance at end of period 1,088 1,088 563
Non-accretable yield amortized to interest income $ 275 $ 275 $ 10
XML 73 R60.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Non-Accrual Loans, Segregated by Class) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Financing Receivable, Past Due [Line Items]    
Non-accrual loans $ 2,949 $ 3,769
Impaired loans 5,935 6,340
Commercial and Industrial [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 154 590
Impaired loans 154 590
Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 478 846
Impaired loans 2,470 2,848
Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 1,570 1,123
Impaired loans 2,564 1,692
Consumer: Home Equity Installment [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans   61
Impaired loans   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 78 27
Impaired loans 78 27
Residential: Real Estate [Member]    
Financing Receivable, Past Due [Line Items]    
Non-accrual loans 572 727
Impaired loans 572 727
Purchase Credit [Member]    
Financing Receivable, Past Due [Line Items]    
Impaired loans $ 4,700 $ 1,300
XML 74 R61.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Information Related to Loans Modified in Troubled Debt Restructuring, by Class) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
contract
Dec. 31, 2020
USD ($)
contract
Financing Receivable, Troubled Debt Restructuring [Line Items]    
Number of contracts | contract 1 4
Recorded investment (as of period end) $ 512 $ 1,804
Increase in allowance (as of period end)   $ 519
Commercial and Industrial [Member]    
Financing Receivable, Troubled Debt Restructuring [Line Items]    
Number of contracts | contract   2
Recorded investment (as of period end)   $ 206
Increase in allowance (as of period end)   $ 66
Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Troubled Debt Restructuring [Line Items]    
Number of contracts | contract   2
Recorded investment (as of period end)   $ 1,598
Increase in allowance (as of period end)   $ 453
Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Troubled Debt Restructuring [Line Items]    
Number of contracts | contract 1  
Recorded investment (as of period end) $ 512  
XML 75 R62.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Loans Modified as TDR that Subsequently Defaulted) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
USD ($)
contract
Financing Receivable, Troubled Debt Restructuring [Line Items]  
Number of contracts, subsequent default | contract 2
Recorded investment | $ $ 206
Commercial and Industrial [Member]  
Financing Receivable, Troubled Debt Restructuring [Line Items]  
Number of contracts, subsequent default | contract 2
Recorded investment | $ $ 206
XML 76 R63.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Past Due Loans) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Financing Receivable, Past Due [Line Items]    
Total loans $ 1,433,128 $ 1,119,652
Recorded investment past due >=90 days and accruing 64 61
Unearned lease revenue 1,429 1,159
Deferred loan costs 3,000 1,700
30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 719 994
60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 1,263 604
Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 3,013 3,830
Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 4,995 5,428
Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 1,428,133 1,114,224
Commercial and Industrial [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 236,304 280,757
Commercial and Industrial [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans   288
Commercial and Industrial [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 4 505
Commercial and Industrial [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 154 590
Commercial and Industrial [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 158 1,383
Commercial and Industrial [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 236,146 279,374
Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 312,848 192,143
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 675  
Commercial Real Estate: Non-Owner Occupied [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 478 846
Commercial Real Estate: Non-Owner Occupied [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 1,153 925
Commercial Real Estate: Non-Owner Occupied [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 311,695 191,218
Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 248,755 179,923
Commercial Real Estate: Owner Occupied [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans   1
Commercial Real Estate: Owner Occupied [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 1,570 1,123
Commercial Real Estate: Owner Occupied [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 1,570 1,124
Commercial Real Estate: Owner Occupied [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 247,185 178,799
Commercial Real Estate: Construction [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 21,147 10,231
Commercial Real Estate: Construction [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 21,147 10,231
Consumer: Home Equity Installment [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 47,571 40,147
Consumer: Home Equity Installment [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 87 102
Consumer: Home Equity Installment [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 32  
Consumer: Home Equity Installment [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans   61
Consumer: Home Equity Installment [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 119 163
Consumer: Home Equity Installment [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 47,452 39,984
Consumer: Home Equity Line of Credit [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 54,878 49,725
Consumer: Home Equity Line of Credit [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans   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 97 419
Consumer: Home Equity Line of Credit [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 54,781 49,306
Consumer: Auto Loans [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 118,029 98,386
Consumer: Auto Loans [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 410 197
Consumer: Auto Loans [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 45 25
Consumer: Auto Loans [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 78 27
Consumer: Auto Loans [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 533 249
Consumer: Auto Loans [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 117,496 98,137
Consumer: Direct Finance Leases [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 24,803 18,936
Recorded investment past due >=90 days and accruing 64 61
Consumer: Direct Finance Leases [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 173 294
Consumer: Direct Finance Leases [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 38  
Consumer: Direct Finance Leases [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 64 61
Consumer: Direct Finance Leases [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 275 355
Consumer: Direct Finance Leases [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 24,528 18,581
Consumer: Other [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 8,013 7,602
Consumer: Other [Member] | 30 - 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 49 9
Consumer: Other [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 17  
Consumer: Other [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 66 9
Consumer: Other [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 7,947 7,593
Residential: Real Estate [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 325,861 218,445
Residential: Real Estate [Member] | 60 - 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 452 74
Residential: Real Estate [Member] | Past Due 90 Days Or More [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 572 727
Residential: Real Estate [Member] | Total Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 1,024 801
Residential: Real Estate [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 324,837 217,644
Residential: Construction [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans 34,919 23,357
Residential: Construction [Member] | Current [Member]    
Financing Receivable, Past Due [Line Items]    
Total loans $ 34,919 $ 23,357
XML 77 R64.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Impaired Loans) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Financing Receivable, Impaired [Line Items]      
Unpaid principal balance $ 6,840 $ 7,079  
Recorded investment with allowance 3,504 4,136  
Recorded investment with no allowance 2,431 2,204  
Total recorded investment 5,935 6,340  
Related allowance 1,259 1,206  
Average recorded investment 5,915 5,482 $ 5,200
Interest income recognized 280 147 247
Cash basis interest income recognized     $ 0
Commercial and Industrial [Member]      
Financing Receivable, Impaired [Line Items]      
Unpaid principal balance 218 688  
Recorded investment with allowance 18 549  
Recorded investment with no allowance 136 41  
Total recorded investment 154 590  
Related allowance 18 213  
Average recorded investment 380 404  
Interest income recognized 2 1  
Commercial Real Estate: Non-Owner Occupied [Member]      
Financing Receivable, Impaired [Line Items]      
Unpaid principal balance 2,470 2,960  
Recorded investment with allowance 1,674 1,677  
Recorded investment with no allowance 796 1,171  
Total recorded investment 2,470 2,848  
Related allowance 474 481  
Average recorded investment 2,698 1,939  
Interest income recognized 195 96  
Commercial Real Estate: Owner Occupied [Member]      
Financing Receivable, Impaired [Line Items]      
Unpaid principal balance 3,185 2,058  
Recorded investment with allowance 1,802 1,219  
Recorded investment with no allowance 762 473  
Total recorded investment 2,564 1,692  
Related allowance 763 309  
Average recorded investment 1,883 1,848  
Interest income recognized 55 48  
Consumer: Home Equity Installment [Member]      
Financing Receivable, Impaired [Line Items]      
Unpaid principal balance 33 106  
Recorded investment with no allowance   61  
Total recorded investment   61  
Average recorded investment 28 53  
Interest income recognized 6    
Consumer: Home Equity Line of Credit [Member]      
Financing Receivable, Impaired [Line Items]      
Unpaid principal balance 137 443  
Recorded investment with allowance   105  
Recorded investment with no allowance 97 290  
Total recorded investment 97 395  
Related allowance   48  
Average recorded investment 202 368  
Interest income recognized 20    
Consumer: Auto Loans [Member]      
Financing Receivable, Impaired [Line Items]      
Unpaid principal balance 98 50  
Recorded investment with allowance 10 27  
Recorded investment with no allowance 68    
Total recorded investment 78 27  
Related allowance 4 4  
Average recorded investment 42 51  
Interest income recognized 2 2  
Residential: Real Estate [Member]      
Financing Receivable, Impaired [Line Items]      
Unpaid principal balance 699 774  
Recorded investment with allowance   559  
Recorded investment with no allowance 572 168  
Total recorded investment 572 727  
Related allowance   151  
Average recorded investment $ 682 $ 819  
XML 78 R65.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Credit Quality Indicator Loan Categories) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Financing Receivable, Credit Quality Indicator [Line Items]    
Unearned lease revenue $ 1,429 $ 1,159
Commercial and Industrial [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 237,561 280,757
Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 312,848 192,143
Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 247,498 179,923
Commercial Real Estate: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 21,147 10,231
Commercial Loan [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 819,054 663,054
Consumer: Home Equity Installment [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 47,571 40,147
Consumer: Home Equity Line of Credit [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 54,878 49,725
Consumer: Auto Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 118,029 98,386
Consumer: Direct Finance Leases [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 24,803 18,936
Consumer: Other [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 8,013 7,602
Consumer Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 253,294 214,796
Residential: Real Estate [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 325,861 218,445
Residential: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 34,919 23,357
Residential Mortgages [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 360,780 241,802
Consumer And Residential [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 614,074 456,598
Pass [Member] | Commercial and Industrial [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 234,822 272,889
Pass [Member] | Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 289,679 179,311
Pass [Member] | Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 228,889 167,873
Pass [Member] | Commercial Real Estate: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 21,147 8,635
Pass [Member] | Commercial Loan [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 774,537 628,708
Special mention [Member] | Commercial and Industrial [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 339 4,162
Special mention [Member] | Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 16,614 6,445
Special mention [Member] | Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 7,089 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 24,042 15,081
Substandard [Member] | Commercial and Industrial [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 2,400 3,706
Substandard [Member] | Commercial Real Estate: Non-Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 6,555 6,387
Substandard [Member] | Commercial Real Estate: Owner Occupied [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 11,520 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 20,475 19,265
Performing [Member] | Consumer: Home Equity Installment [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 47,571 40,086
Performing [Member] | Consumer: Home Equity Line of Credit [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 54,781 49,330
Performing [Member] | Consumer: Auto Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 117,951 98,359
Performing [Member] | Consumer: Direct Finance Leases [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 24,739 18,875
Performing [Member] | Consumer: Other [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 8,013 7,602
Performing [Member] | Consumer Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 253,055 214,252
Performing [Member] | Residential: Real Estate [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 325,289 217,718
Performing [Member] | Residential: Construction [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 34,919 23,357
Performing [Member] | Residential Mortgages [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 360,208 241,075
Performing [Member] | Consumer And Residential [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 613,263 455,327
Non-performing [Member] | Consumer: Home Equity Installment [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net   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 78 27
Non-performing [Member] | Consumer: Direct Finance Leases [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 64 61
Non-performing [Member] | Consumer Loans [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 239 544
Non-performing [Member] | Residential: Real Estate [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 572 727
Non-performing [Member] | Residential Mortgages [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net 572 727
Non-performing [Member] | Consumer And Residential [Member]    
Financing Receivable, Credit Quality Indicator [Line Items]    
Financing receivable, net $ 811 $ 1,271
XML 79 R66.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Schedule of Change in Allowance for Loan Losses and the Recorded Investment in Loans) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Financing Receivable, Allowance for Credit Loss [Line Items]      
Allowance for Loan Losses: Beginning balance $ 14,202 $ 9,747 $ 9,747
Charge-offs (989) (1,168) (1,509)
Recoveries 411 373 424
Provisions 2,000 5,250 1,085
Allowance for Loan Losses: Ending balance 15,624 14,202 9,747
Allowance for Loan Losses: Ending balance: individually evaluated for impairment 1,259 1,206  
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment 14,365 12,996  
Loan Receivables: Ending balance 1,433,128 1,119,652  
Loans Receivable: Ending balance: individually evaluated for impairment 5,935 6,340  
Loans Receivable: Ending balance: collectively evaluated for impairment 1,427,193 1,113,312  
Unearned lease revenue 1,429 1,159  
Deferred loan costs 3,000 1,700  
Commercial and Industrial [Member]      
Financing Receivable, Allowance for Credit Loss [Line Items]      
Allowance for Loan Losses: Beginning balance 2,407 1,484 1,432
Charge-offs (130) (372) (184)
Recoveries 23 26 32
Provisions (96) 1,269 204
Allowance for Loan Losses: Ending balance 2,204 2,407 1,484
Allowance for Loan Losses: Ending balance: individually evaluated for impairment 18 213  
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment 2,186 2,194  
Loan Receivables: Ending balance 236,304 280,757  
Loans Receivable: Ending balance: individually evaluated for impairment 154 590  
Loans Receivable: Ending balance: collectively evaluated for impairment 236,150 280,167  
Commercial Real Estate [Member]      
Financing Receivable, Allowance for Credit Loss [Line Items]      
Allowance for Loan Losses: Beginning balance 6,383 3,933 3,901
Charge-offs (491) (465) (597)
Recoveries 250 30 317
Provisions 1,280 2,885 312
Allowance for Loan Losses: Ending balance 7,422 6,383 3,933
Allowance for Loan Losses: Ending balance: individually evaluated for impairment 1,237 790  
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment 6,185 5,593  
Loan Receivables: Ending balance 582,750 382,297  
Loans Receivable: Ending balance: individually evaluated for impairment 5,034 4,540  
Loans Receivable: Ending balance: collectively evaluated for impairment 577,716 377,757  
Consumer [Member]      
Financing Receivable, Allowance for Credit Loss [Line Items]      
Allowance for Loan Losses: Beginning balance 2,552 2,013 2,548
Charge-offs (206) (296) (398)
Recoveries 138 120 67
Provisions (80) 715 (204)
Allowance for Loan Losses: Ending balance 2,404 2,552 2,013
Allowance for Loan Losses: Ending balance: individually evaluated for impairment 4 52  
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment 2,400 2,500  
Loan Receivables: Ending balance 253,294 214,796  
Loans Receivable: Ending balance: individually evaluated for impairment 175 483  
Loans Receivable: Ending balance: collectively evaluated for impairment 253,119 214,313  
Residential Real Estate [Member]      
Financing Receivable, Allowance for Credit Loss [Line Items]      
Allowance for Loan Losses: Beginning balance 2,781 2,278 1,844
Charge-offs (162) (35) (330)
Recoveries   197 8
Provisions 889 341 756
Allowance for Loan Losses: Ending balance 3,508 2,781 2,278
Allowance for Loan Losses: Ending balance: individually evaluated for impairment   151  
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment 3,508 2,630  
Loan Receivables: Ending balance 360,780 241,802  
Loans Receivable: Ending balance: individually evaluated for impairment 572 727  
Loans Receivable: Ending balance: collectively evaluated for impairment 360,208 241,075  
Unallocated [Member]      
Financing Receivable, Allowance for Credit Loss [Line Items]      
Allowance for Loan Losses: Beginning balance 79 39 22
Provisions 7 40 17
Allowance for Loan Losses: Ending balance 86 79 $ 39
Allowance for Loan Losses: Ending balance: collectively evaluated for impairment $ 86 $ 79  
XML 80 R67.htm IDEA: XBRL DOCUMENT v3.22.1
Loans and Leases (Undiscounted Cash Flows to be Received on Annual Basis for Direct Finance Leases) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Loans and Leases [Abstract]  
2022 $ 7,881
2023 6,286
2024 8,497
2025 3,444
2026 124
2027 and thereafter
Total future minimum lease payments receivable 26,232
Less: Unearned income (1,429)
Undiscounted cash flows to be received $ 24,803
XML 81 R68.htm IDEA: XBRL DOCUMENT v3.22.1
Bank Premises And Equipment (Narrative) (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Mar. 31, 2014
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]        
Depreciation expense   $ 2.2 $ 1.9 $ 1.5
Loan transferred from loans to foreclosed assets held-for-sale to bank premises, value $ 1.0      
Lease expiration date   Jan. 31, 2022    
Bank Premises [Member]        
Property, Plant and Equipment [Line Items]        
Estimated useful life   40 years    
Furniture, Fixtures And Equipment [Member] | Minimum [Member]        
Property, Plant and Equipment [Line Items]        
Estimated useful life   3 years    
Furniture, Fixtures And Equipment [Member] | Maximum [Member]        
Property, Plant and Equipment [Line Items]        
Estimated useful life   7 years    
XML 82 R69.htm IDEA: XBRL DOCUMENT v3.22.1
Bank Premises And Equipment (Components Of Bank Premises And Equipment) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Total $ 50,350 $ 47,096
Less accumulated depreciation and amortization (21,040) (19,470)
Bank premises and equipment, net 29,310 27,626
Land [Member]    
Property, Plant and Equipment [Line Items]    
Total 3,657 3,655
Bank Premises [Member]    
Property, Plant and Equipment [Line Items]    
Total 20,515 19,788
Furniture, Fixtures And Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total 15,833 13,728
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total 9,851 9,618
Construction in Process [Member]    
Property, Plant and Equipment [Line Items]    
Total $ 494 $ 307
XML 83 R70.htm IDEA: XBRL DOCUMENT v3.22.1
Deposits (Narrative) (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Deposit Liabilities [Line Items]    
Time Deposits 250,000 Or More $ 23.0 $ 41.1
Overdraft deposits reclassified as loan balances 0.6 $ 0.5
Pledged As Collateral [Member]    
Deposit Liabilities [Line Items]    
Qualifying collateral to secure deposits 447.6  
Securities Available To Be Pledged As Collateral [Member]    
Deposit Liabilities [Line Items]    
Investment Securities 738.7  
Qualifying Collateral $ 291.1  
XML 84 R71.htm IDEA: XBRL DOCUMENT v3.22.1
Deposits (Schedule Of Certificates Of Deposits By Year Of Maturity) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Deposits [Abstract]  
Amount, 2022 $ 104,801
Amount, 2023 19,791
Amount, 2024 5,216
Amount, 2025 3,206
Amount, 2026 4,915
Amount, 2027 and thereafter 798
Amount, Total $ 138,727
Percent, 2022 75.50%
Percent, 2023 14.30%
Percent, 2024 3.80%
Percent, 2025 2.30%
Percent, 2026 3.50%
Percent, 2027 and thereafter 0.60%
Percent, Total 100.00%
XML 85 R72.htm IDEA: XBRL DOCUMENT v3.22.1
Short-Term Borrowings (Narrative) (Details)
$ in Millions
Dec. 31, 2021
USD ($)
FHLB Advance [Member]  
Short-term Debt [Line Items]  
Remaining borrowing capacity $ 568.9
Correspondent Banks [Member]  
Short-term Debt [Line Items]  
Remaining borrowing capacity 31.0
Federal Reserve Bank Discount Window [Member]  
Short-term Debt [Line Items]  
Remaining borrowing capacity $ 91.7
XML 86 R73.htm IDEA: XBRL DOCUMENT v3.22.1
Short-Term Borrowings (Schedule Of Short-Term Debt) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Short-term Debt [Line Items]      
Maximum outstanding at any month end   $ 161,950 $ 58,747
Average outstanding $ 97 $ 49,165 $ 35,243
Rate at year-end
Overnight Borrowings [Member]      
Short-term Debt [Line Items]      
Maximum outstanding at any month end   $ 9,159 $ 58,747
Average outstanding $ 97 $ 4,175 $ 35,243
Weighted-average rate during the year 1.06% 2.13% 2.49%
Rate at year-end 1.81%
Paycheck Protection Program Liquidity Facility [Member]      
Short-term Debt [Line Items]      
Maximum outstanding at any month end   $ 152,791  
Average outstanding   $ 44,990  
Weighted-average rate during the year   0.35%  
Rate at year-end    
XML 87 R74.htm IDEA: XBRL DOCUMENT v3.22.1
FHLB Advances and Other Borrowings (Narrative) (Details) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Sep. 30, 2021
Debt Instrument [Line Items]          
Repayment of FHLB advances $ 5,000,000 $ 9,602,000 $ 17,627,000 $ 16,704,000  
Interest Rate Of Advance 3.07%        
FHLB advances   0      
Secured borrowings   $ 10,620,000      
Landmark Bancorp, Inc. [Member]          
Debt Instrument [Line Items]          
FHLB advances         $ 4,500,000
XML 88 R75.htm IDEA: XBRL DOCUMENT v3.22.1
FHLB Advances and Other Borrowings (Schedule Of Maturity And Weighted-Average Interest Rates Of Secured Borrowings) (Details) - Secured Debt [Member]
$ in Thousands
Dec. 31, 2021
USD ($)
Debt Instrument [Line Items]  
Amount, 2022 $ 766
Amount, 2023 26
Amount, 2024 2,700
Amount, 2025
Amount, 2026
Amount, 2027 and thereafter 6,952
Amount, Total $ 10,444
Rate, 2022 3.25%
Rate, 2023 4.25%
Rate, 2024 4.13%
Rate, 2025
Rate, 2026
Rate, 2027 and thereafter 2.43%
Rate, Total 2.69%
XML 89 R76.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Plans (Narrative) (Details)
 3 Months Ended 12 Months Ended
Sep. 30, 2021
employee
shares
Mar. 31, 2021
USD ($)
shares
Jun. 30, 2020
employee
shares
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2021
$ / shares
ShareBasedCompensationPlan
shares
Dec. 31, 2020
$ / shares
shares
Dec. 31, 2019
USD ($)
shares
Dec. 31, 2018
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              
Number of new employees granted shares | employee 1   1            
Options exercised, tax benefit | $   $ 26,420              
Stock-Settled Stock Appreciation Rights (SSARs) [Member]                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Shares granted           11,073  
Vesting period           3 years      
Options exercised   2,932       2,932 0 3,059  
Options exercised, intrinsic value | $   $ 10,190           $ 10,631  
Options exercised, realized tax deduction | $   $ 125,810           108,134  
Options exercised, tax benefit | $               $ 22,708  
Options outstanding           94,332 97,264 97,264 89,250
2012 Stock Incentive Plans [Member]                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Award expiration date           Dec. 31, 2022      
Number of shares authorized           750,000      
Common stock, no par value | $ / shares           $ 0      
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] | Senior Officers and Managers [Member]                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Performance period   1 year   1 year 1 year        
Holding period         2 years        
Contractual term         10 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] | New Employee [Member]                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Shares granted 476   500            
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      
Dividend Reinvestment Plan [Member]                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Number of shares authorized           750,000      
Dividend reinvestment plan, shares available for issuance           591,730      
Award Date One [Member] | Director Plan [Member] | Restricted Stock [Member]                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Vesting period           3 years 3 years 3 years  
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 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 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 90 R77.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Plans (Summary of Weighted-Average Fair-Value and Vesting of Restricted Stock Grants) (Details) - Restricted Stock [Member] - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares granted 26,614 18,311 12,901
Weighted-average grant date fair value $ 52.03 $ 55.00 $ 54.70
Director Plan [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares granted 12,500 6,000 5,600
Weighted-average grant date fair value $ 52.00 $ 56.63 $ 54.69
Award Date One [Member] | Director Plan [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period 3 years 3 years 3 years
Award Date One [Member] | 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% 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 7,251
Weighted-average grant date fair value $ 52.00 $ 55.06 $ 54.69
Vesting period 3 years 3 years 3 years
Award Date One [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%
Award Date Two [Member] | Omnibus Plan [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares granted 50 50 50
Weighted-average grant date fair value $ 58.17 $ 57.62 $ 58.08
Vesting period 1 year 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 3 years  
Award Date Three [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%  
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 91 R78.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Plans (Schedule of Non-Vested Restricted Stock Units Activity) (Details) - Restricted Stock [Member] - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Non-vested balance at December 31, 30,077 27,161 29,960
Granted 26,614 18,311 12,901
Forfeited (439) (126)
Vested (13,209) (15,395) (15,574)
Non-vested balance at December 31, 43,043 30,077 27,161
Weighted-average grant date fair value, Non-vested balance at December 31 $ 53.36 $ 49.48 $ 38.99
Weighted-average grant date fair value, Granted 52.03 55.00 54.70
Weighted-average grant date fair value, Forfeited 52.66   54.69
Weighted-average grant date fair value, Vested 51.23 48.47 33.81
Weighted-average grant date fair value, Non-vested balance at December 31, $ 53.20 $ 53.36 $ 49.48
Director Plan [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Non-vested balance at December 31, 9,402 11,200 12,600
Granted 12,500 6,000 5,600
Forfeited
Vested (6,982) (7,798) (7,000)
Non-vested balance at December 31, 14,920 9,402 11,200
Weighted-average grant date fair value, Granted $ 52.00 $ 56.63 $ 54.69
Omnibus Plan [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Non-vested balance at December 31, 20,675 15,961 17,360
Granted 14,114 12,311 7,301
Forfeited (439) (126)
Vested (6,227) (7,597) (8,574)
Non-vested balance at December 31, 28,123 20,675 15,961
XML 92 R79.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Plans (Schedule of SSARs Activity) (Details) - Stock-Settled Stock Appreciation Rights (SSARs) [Member] - $ / shares
 3 Months Ended 12 Months Ended
Mar. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Outstanding December 31, 97,264 97,264 97,264 89,250  
Granted   11,073  
Exercised (2,932) (2,932) 0 (3,059)  
Forfeited    
Outstanding December 31,   94,332 97,264 97,264 89,250
Weighted-average grant date fair value, Outstanding December 31, $ 9.47 $ 9.47 $ 9.47 $ 8.36  
Weighted-average grant date fair value - Granted     16.79  
Weighted-average grant date fair value - Exercised   3.48 3.48  
Weighted-average grant date fair value - Forfeited      
Weighted-average grant date fair value, Outstanding December 31,   $ 9.66 $ 9.47 $ 9.47 $ 8.36
Weighted-average remaining contractual term (years), Granted       10 years  
Weighted-average remaining contractual term (years), Outstanding   5 years 6 months 6 years 6 months 7 years 6 months 8 years 2 months 12 days
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 93 R80.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Plans (Schedule of Compensation Cost for Share-Based Payment Arrangements, Allocation of Share-Based Compensation Costs by Plan) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Non-Vested Equity Awards [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation expense $ 1,106 $ 1,201 $ 958
Non-Vested Equity Awards [Member] | Director Plan [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation expense 422 434 240
Non-Vested Equity Awards [Member] | Omnibus Plan [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation expense 640 740 611
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 27 107
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 $ (10) $ (100) $ (100)
XML 94 R81.htm IDEA: XBRL DOCUMENT v3.22.1
Stock Plans (Schedule of Unrecognized Compensation Cost, Non-Vested Awards) (Details) - Non-Vested Equity Awards [Member]
$ in Thousands
Dec. 31, 2021
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized stock-based compensation expense $ 1,279
Director Plan [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized stock-based compensation expense 498
Omnibus Plan [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized stock-based compensation expense $ 781
XML 95 R82.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2017
Income Taxes [Abstract]        
Unrecognized tax benefits $ 0      
Penalties and interest $ 0 $ 0 $ 0  
Federal statutory income tax rate     21.00% 34.00%
XML 96 R83.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Income Taxes [Abstract]    
Allowance for loan losses $ 3,281 $ 2,936
Deferred interest from non-accrual assets 251 206
Operating lease liabilities 2,022 1,605
Acquisition accounting 2,087 479
Other 1,029 594
Total 8,670 5,820
Net unrealized gains on available-for-sale securities (48) (2,380)
Loan fees and costs (1,397) (1,013)
Automobile leasing (5,162) (4,287)
Operating lease right-of-use assets (1,891) (1,487)
Depreciation (1,594) (1,411)
Mortgage loan servicing rights (357) (278)
Total (10,449) (10,856)
Deferred tax liability, net $ (1,779) $ (5,036)
XML 97 R84.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Schedule of Components of Income Tax Expense Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Taxes [Abstract]      
Current $ 4,904 $ 2,336 $ 1,985
Deferred income tax expense (benefit) (903) (87) 341
Total/Actual provision for income taxes $ 4,001 $ 2,249 $ 2,326
XML 98 R85.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Taxes [Abstract]      
Expected provision at the statutory rate $ 5,873 $ 3,203 $ 2,919
Tax-exempt income (1,686) (865) (592)
Bank owned life insurance (232) (167) (136)
Nondeductible interest expense 87 54 37
Nondeductible other expenses and other, net 49 (8) 98
Tax rate change adjustment (135)    
State income tax 45 32  
Total/Actual provision for income taxes $ 4,001 $ 2,249 $ 2,326
XML 99 R86.htm IDEA: XBRL DOCUMENT v3.22.1
Retirement Plan (Narrative) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Retirement Plan [Abstract]      
Contributions to the plan $ 1.0 $ 0.7 $ 0.5
XML 100 R87.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements (Narrative) (Details)
 12 Months Ended
Dec. 31, 2021
USD ($)
item
Dec. 31, 2020
USD ($)
item
Dec. 31, 2019
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Loss on commitments | $ $ 0 $ 0 $ 0
Other Repossessed Assets [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 (33.08%) (27.04%)  
Minimum [Member] | Other Real Estate Owned [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Other real estate owned, measurement input (0.2016) (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]      
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 (44.50%) (44.49%)  
Weighted Average [Member] | Other Real Estate Owned [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Other real estate owned, measurement input (0.2821) (0.3130)  
XML 101 R88.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements (Carrying Amount and Estimated Fair Value by Balance Sheet Grouping) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Available-for-sale securities $ 738,980 $ 392,420
Loans held-for-sale 32,013 30,858
Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 96,877 69,346
Available-for-sale securities 738,980 392,420
FHLB stock 3,206 2,813
Loans and leases, net 1,417,504 1,105,450
Loans held-for-sale 31,727 29,786
Accrued interest receivable 7,526 5,712
Secured borrowings 10,620  
FHLB advances   5,000
Accrued interest payable 155 337
Carrying Amount [Member] | Deposits With No Stated Maturities [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Deposit liabilities 2,031,072 1,381,722
Carrying Amount [Member] | Time Deposits [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Deposit liabilities 138,793 127,783
Estimated Fair Value [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 96,877 69,346
Available-for-sale securities 738,980 392,420
FHLB stock 3,206 2,813
Loans and leases, net 1,404,103 1,116,711
Loans held-for-sale 32,013 30,858
Accrued interest receivable 7,526 5,712
Secured borrowings 10,690  
FHLB advances   5,348
Accrued interest payable 155 337
Estimated Fair Value [Member] | Deposits With No Stated Maturities [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Deposit liabilities 2,031,072 1,381,722
Estimated Fair Value [Member] | Time Deposits [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Deposit liabilities 138,291 128,200
Quoted Prices In Active Markets (Level 1) [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 96,877 69,346
Significant Other Observable Inputs (Level 2) [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Available-for-sale securities 738,980 392,420
FHLB stock 3,206 2,813
Loans held-for-sale 32,013 30,858
Accrued interest receivable 7,526 5,712
FHLB advances   5,348
Accrued interest payable 155 337
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 2,031,072 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 138,291 128,200
Significant Other Unobservable Inputs (Level 3) [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Loans and leases, net 1,404,103 $ 1,116,711
Secured borrowings $ 10,690  
XML 102 R89.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements (Financial Instruments Measured at Fair Value on Recurring Basis) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale securities $ 738,980 $ 392,420
Agency - GSE [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale securities 117,003 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 securities 364,710 199,713
MBS - GSE Residential [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale securities 257,267 147,260
Significant Other Observable Inputs (Level 2) [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale securities 738,980 392,420
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 securities 117,003 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 securities 364,710 199,713
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 securities $ 257,267 $ 147,260
XML 103 R90.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements (Fair Value Measurements at Fair Value Segregated by Hierarchy Fair Value Levels) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure $ 2,443 $ 3,112
Impaired Loans [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 2,245 2,930
Other Real Estate Owned [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 198 182
Significant Other Unobservable Inputs (Level 3) [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 2,443 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 2,245 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 $ 198 $ 182
XML 104 R91.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements (Schedule of Fair Value, Off-Balance Sheet Risks) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Commitments to extend credit [Member]    
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]    
Off-balance sheet financial instruments $ 306,852 $ 262,816
Standby letters of credit [Member]    
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]    
Off-balance sheet financial instruments $ 6,352 $ 3,946
XML 105 R92.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements (Supply Commitment) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Supply Commitment [Line Items]  
Outstanding financial letters of credit $ 6,352
Less than one year [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 3,370
More than one year to five years [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 968
Over five years [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 2,014
Secured Debt [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 5,885
Secured Debt [Member] | Less than one year [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 3,340
Secured Debt [Member] | More than one year to five years [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 531
Secured Debt [Member] | Over five years [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 2,014
Secured by Collateral [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 4,272
Secured by Collateral [Member] | Less than one year [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 1,835
Secured by Collateral [Member] | More than one year to five years [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 423
Secured by Collateral [Member] | Over five years [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 2,014
Secured by Bank Lines of Credit [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 461
Secured by Bank Lines of Credit [Member] | Less than one year [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 353
Secured by Bank Lines of Credit [Member] | More than one year to five years [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 108
Secured by Other [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 1,152
Secured by Other [Member] | Less than one year [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 1,152
Unsecured [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 467
Unsecured [Member] | Less than one year [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit 30
Unsecured [Member] | More than one year to five years [Member]  
Supply Commitment [Line Items]  
Outstanding financial letters of credit $ 437
XML 106 R93.htm IDEA: XBRL DOCUMENT v3.22.1
Earnings Per Share (Narrative) (Details)
 12 Months Ended
Dec. 31, 2021
ShareBasedCompensationPlan
shares
Dec. 31, 2020
shares
Dec. 31, 2019
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 41,475 30,140 42,811
Stock-Settled Stock Appreciation Rights (SSARs) [Member]      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Antidilutive shares excluded from calculation 11,073    
Stock-Settled Stock Appreciation Rights (SSARs) [Member]      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Potentially dilutive common shares 28,770 24,644 32,091
Restricted Stock [Member]      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Potentially dilutive common shares 12,705 5,496 10,720
XML 107 R94.htm IDEA: XBRL DOCUMENT v3.22.1
Earnings Per Share (Schedule of Earnings Per Share, Basic and Diluted) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Basic EPS:      
Net income available to common shareholders $ 24,008 $ 13,035 $ 11,576
Weighted-average common shares outstanding 5,321,687 4,586,224 3,779,582
Basic EPS $ 4.51 $ 2.84 $ 3.06
Diluted EPS:      
Net income available to common shareholders $ 24,008 $ 13,035 $ 11,576
Weighted-average common shares outstanding 5,321,687 4,586,224 3,779,582
Potentially dilutive common shares 41,475 30,140 42,811
Weighted-average common and potentially dilutive shares outstanding 5,363,162 4,616,364 3,822,393
Diluted EPS $ 4.48 $ 2.82 $ 3.03
XML 108 R95.htm IDEA: XBRL DOCUMENT v3.22.1
Regulatory Matters (Narrative) (Details)
$ in Millions
Dec. 31, 2021
USD ($)
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]  
Total Risk Adjusted Capital 0.08
Tier I Common Equity 0.045
Tier 1 capital (to risk-weighted assets) 0.06
Leverage Ratio 0.04
Amount available for dividend payments without regulatory approval $ 114.6
Maximum [Member]  
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]  
Capital conversion buffer 0.0250
XML 109 R96.htm IDEA: XBRL DOCUMENT v3.22.1
Regulatory Matters (Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]    
Tier 1 common equity (to risk-weighted assets) Actual, Ratio 0.045  
Tier 1 capital (to risk-weighted assets), Actual, Ratio 0.06  
Capital conservation buffer 2.50%  
Bank [Member]    
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]    
Total capital (to risk-weighted assets), Actual, Amount $ 205,726 $ 161,145
Total capital (to risk-weighted assets), Actual, Ratio 0.145 0.165
Total capital (to risk-weighted assets), For capital adequacy purposes, Amount $ 113,406 $ 78,342
Total capital (to risk-weighted assets), For capital adequacy purposes, Ratio 0.080 0.080
Total capital (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Amount $ 148,845 $ 102,823
Total capital (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Ratio 0.105% 0.105%
Total capital (to risk-weighted assets), To be well capitalized under prompt corrective action provisions, Amount $ 141,757 $ 97,927
Total capital (to risk-weighted assets), To be well capitalized under prompt corrective action provisions, Ratio 0.100 0.100
Tier 1 common equity (to risk-weighted assets) Actual, Amount $ 190,039 $ 148,879
Tier 1 common equity (to risk-weighted assets) Actual, Ratio 0.134 0.152
Tier 1 common equity (to risk-weighted assets), For capital adequacy purposes, Amount $ 63,791 $ 44,067
Tier 1 common equity (to risk-weighted assets), For capital adequacy purposes, Ratio 0.045% 0.045%
Tier 1 common equity (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Amount $ 99,230 $ 68,549
Tier 1 common equity (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Ratio 0.07% 0.07%
Tier 1 common equity (to risk-weighted assets), To be well capitalized under prompt corrective action provisions, Amount $ 92,142 $ 63,653
Tier 1 common equity (to risk-weighted assets), To be well capitalized under prompt corrective action provisions, Ratio 0.065% 0.065%
Tier 1 capital (to risk-weighted assets), Actual, Amount $ 190,039 $ 148,879
Tier 1 capital (to risk-weighted assets), Actual, Ratio 0.134 0.152
Tier 1 capital (to risk-weighted assets), For capital adequacy purposes, Amount $ 85,054 $ 58,756
Tier 1 capital (to risk-weighted assets), For capital adequacy purposes, Ratio 0.060 0.060
Tier 1 capital (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Amount $ 120,493 $ 83,238
Tier 1 capital (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Ratio 0.085% 0.085%
Tier 1 capital (to risk-weighted assets), To be well capitalized under prompt corrective action provisions, Amount $ 113,406 $ 78,342
Tier 1 capital (to risk-weighted assets), To be well capitalized under prompt corrective action provisions, Ratio 0.080 0.080
Tier 1 capital (to average assets), Actual, Amount $ 190,039 $ 148,879
Tier 1 capital (to average assets), Actual, Ratio 0.079 0.088
Tier 1 capital (to average assets), For capital adequacy purposes, Amount $ 95,680 $ 67,584
Tier 1 capital (to average assets), For capital adequacy purposes, Ratio 0.040 0.040
Tier 1 capital (to average assets), For capital adequacy purposeswith capital conversion buffer, Ratio $ 95,680 $ 67,584
Tier 1 capital (to average assets), For capital adequacy purposes with capital conversion buffer, Ratio 0.04% 0.04%
Tier 1 capital (to average assets), To be well capitalized under prompt corrective action provisions, Amount $ 119,600 $ 84,479
Tier 1 capital (to average assets), To be well capitalized under prompt corrective action provisions, Ratio 0.050 0.050
Parent Company [Member]    
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]    
Total capital (to risk-weighted assets), Actual, Amount $ 205,667 $ 161,199
Total capital (to risk-weighted assets), Actual, Ratio 0.145 0.165
Total capital (to risk-weighted assets), For capital adequacy purposes, Amount $ 113,421 $ 78,356
Total capital (to risk-weighted assets), For capital adequacy purposes, Ratio 0.080 0.080
Total capital (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Amount $ 148,866 $ 102,842
Total capital (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Ratio 0.105% 0.105%
Tier 1 common equity (to risk-weighted assets) Actual, Amount $ 189,980 $ 148,931
Tier 1 common equity (to risk-weighted assets) Actual, Ratio 0.134 0.152
Tier 1 common equity (to risk-weighted assets), For capital adequacy purposes, Amount $ 63,800 $ 44,075
Tier 1 common equity (to risk-weighted assets), For capital adequacy purposes, Ratio 0.045% 0.045%
Tier 1 common equity (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Amount $ 99,244 $ 68,562
Tier 1 common equity (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Ratio 0.07% 0.07%
Tier 1 capital (to risk-weighted assets), Actual, Amount $ 189,980 $ 148,931
Tier 1 capital (to risk-weighted assets), Actual, Ratio 0.134 0.152
Tier 1 capital (to risk-weighted assets), For capital adequacy purposes, Amount $ 85,066 $ 58,767
Tier 1 capital (to risk-weighted assets), For capital adequacy purposes, Ratio 0.060 0.060
Tier 1 capital (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Amount $ 120,510 $ 83,253
Tier 1 capital (to risk-weighted assets), For capital adequacy purposes with capital conversion buffer, Ratio 0.085% 0.085%
Tier 1 capital (to average assets), Actual, Amount $ 189,980 $ 148,931
Tier 1 capital (to average assets), Actual, Ratio 0.079 0.088
Tier 1 capital (to average assets), For capital adequacy purposes, Amount $ 95,688 $ 67,584
Tier 1 capital (to average assets), For capital adequacy purposes, Ratio 0.040 0.040
Tier 1 capital (to average assets), For capital adequacy purposeswith capital conversion buffer, Ratio $ 95,688 $ 67,584
Tier 1 capital (to average assets), For capital adequacy purposes with capital conversion buffer, Ratio 0.04% 0.04%
XML 110 R97.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions (Narrative) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Related Party Transactions [Abstract]      
Minimum percetage interest shareholders must have to obtain loan 5.00%    
Related Party Deposit Liabilities $ 39.0 $ 27.9 $ 14.8
XML 111 R98.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions (Schedule of Related Party Transactions) (Details) - Stock owned by officers, directors, associates and such persons and shareholders who own more than %5 of shares outstanding [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Related Party Transaction [Line Items]      
Balance, beginning $ 9,885 $ 6,765 $ 6,542
Adjustments for changes in position 1,022 (1,063)  
Additions 7,228 7,156 1,864
Collections (6,630) (2,973) (1,641)
Balance, ending $ 11,505 $ 9,885 $ 6,765
XML 112 R99.htm IDEA: XBRL DOCUMENT v3.22.1
Contingencies (Narrative) (Details)
Dec. 31, 2021
item
Contingencies [Abstract]  
Loss contingency, pending legal proceedings 0
XML 113 R100.htm IDEA: XBRL DOCUMENT v3.22.1
Recent Accounting Pronouncements (Narrative) (Details)
$ in Millions
Dec. 31, 2021
USD ($)
London Interbank Offered Rate (LIBOR) [Member]  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Financing receivable, net $ 43
XML 114 R101.htm IDEA: XBRL DOCUMENT v3.22.1
Parent Company Only (Schedule of Condensed Balance Sheet) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Condensed Financial Statements, Captions [Line Items]    
Cash $ 27,317 $ 19,408
Available-for-sale securities 738,980 392,420
Other assets 8,912 5,664
Total assets 2,419,104 1,699,510
Liabilities 2,207,375 1,532,840
Accumulated other comprehensive income (loss) 179 8,952
Total liabilities and shareholders' equity 2,419,104 1,699,510
Parent Company [Member]    
Condensed Financial Statements, Captions [Line Items]    
Cash 515 256
Investment in subsidiary 211,788 166,618
Other assets 198 180
Total assets 212,501 167,054
Liabilities 772 384
Capital stock and retained earnings 211,550 157,718
Accumulated other comprehensive income (loss) 179 8,952
Total liabilities and shareholders' equity $ 212,501 $ 167,054
XML 115 R102.htm IDEA: XBRL DOCUMENT v3.22.1
Parent Company Only (Schedule of Condensed Income Statement) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Condensed Financial Statements, Captions [Line Items]      
Income before income taxes $ 28,009 $ 15,284 $ 13,902
Credit for income taxes (4,001) (2,249) (2,326)
Net income 24,008 13,035 11,576
Parent Company [Member]      
Condensed Financial Statements, Captions [Line Items]      
Equity in undistributed earnings of subsidiary 19,898 9,934 8,839
Dividends from subsidiary 6,608 5,378 4,037
Total income 26,506 15,312 12,876
Operating expenses 3,016 2,779 1,598
Income before income taxes 23,490 12,533 11,278
Credit for income taxes 518 502 298
Net income $ 24,008 $ 13,035 $ 11,576
XML 116 R103.htm IDEA: XBRL DOCUMENT v3.22.1
Parent Company Only (Schedule of Condensed Comprehensive Income) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Condensed Financial Statements, Captions [Line Items]      
Net income $ 24,008 $ 13,035 $ 11,576
Unrealized holding (loss) gain on available-for-sale debt securities (11,059) 6,887 5,960
Tax effect 2,332 (1,422) (1,249)
Unrealized (loss) gain, net of tax (8,773) 5,350 4,697
Other comprehensive (loss) gain, net of tax (8,773) 5,350 4,697
Total comprehensive income, net of tax 15,235 18,385 16,273
Parent Company [Member]      
Condensed Financial Statements, Captions [Line Items]      
Bancorp net loss (2,498) (2,277) (1,300)
Equity in net income of subsidiary 26,506 15,312 12,876
Net income 24,008 13,035 11,576
Equity in other comprehensive income (loss) of subsidiary (8,773) 5,350 4,697
Other comprehensive (loss) gain, net of tax (8,773) 5,350 4,697
Total comprehensive income, net of tax $ 15,235 $ 18,385 $ 16,273
XML 117 R104.htm IDEA: XBRL DOCUMENT v3.22.1
Parent Company Only (Schedule of Condensed Cash Flow Statement) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Condensed Financial Statements, Captions [Line Items]      
Net income $ 24,008 $ 13,035 $ 11,576
Stock-based compensation expense 1,096 1,077 817
Deferred income tax (benefit) expense (903) (87) 341
Net cash provided by operating activities 7,199 296 25,786
Proceeds from sales of investment securities 44,474 123,459 10,952
Net cash used in investing activities (303,243) (164,243) (33,996)
Withholdings to purchase capital stock 270 219 175
Cash paid in lieu of fractional shares (6) (4)  
Net cash provided by financing activities 323,575 217,630 6,388
Net increase (decrease) in cash and cash equivalents 27,531 53,683 (1,822)
Cash and cash equivalents, beginning 69,346 15,663 17,485
Cash and cash equivalents, ending 96,877 69,346 15,663
Parent Company [Member]      
Condensed Financial Statements, Captions [Line Items]      
Net income 24,008 13,035 11,576
Equity in earnings of subsidiary (26,506) (15,312) (12,876)
Stock-based compensation expense 1,096 1,077 817
Deferred income tax (benefit) expense (10) (84) 2
Changes in other assets and liabilities, net 390 71 137
Net cash provided by operating activities (1,022) (1,213) (344)
Dividends received from subsidiary 6,608 5,378 4,037
Operating dividend from subsidiary 1,075 1,129  
Cash provided by acquisition (64) 58  
Net cash used in investing activities 7,619 6,565 4,037
Dividends paid, net of dividends reinvested (6,608) (5,378) (4,037)
Withholdings to purchase capital stock 270 219 175
Net cash provided by financing activities (6,338) (5,159) (3,862)
Net increase (decrease) in cash and cash equivalents 259 193 (169)
Cash and cash equivalents, beginning 256 63 232
Cash and cash equivalents, ending $ 515 $ 256 $ 63
XML 118 R105.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisition (Narrative) (Details)
 12 Months Ended
Jul. 01, 2021
USD ($)
item
$ / shares
shares
Dec. 31, 2021
USD ($)
loan
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Jun. 30, 2021
USD ($)
Business Acquisition [Line Items]          
Goodwill   $ 19,628,000 $ 7,053,000    
Merger-related expenses   $ 3,033,000 2,452,000 $ 440,000  
MNB Corporation [Member]          
Business Acquisition [Line Items]          
Merger-related expenses     $ 2,500,000    
Landmark Bancorp, Inc. [Member]          
Business Acquisition [Line Items]          
Number of banks held | item 1        
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        
Number of separate fair valuation methodology employed | loan   3      
Loans receivable with gross amortized cost basis $ 309,800,000        
Interest rate fair value adjustment on pools of homogeneous loans (1,900,000)       (1,855,000)
Credit fair value discount $ 7,900,000       $ 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   $ 3,000,000.0      
Core deposit intangibles, useful life   10 years      
XML 119 R106.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisition (Summary of Consideration Paid) (Details) - USD ($)
Jul. 01, 2021
Dec. 31, 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 120 R107.htm IDEA: XBRL DOCUMENT v3.22.1
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 $ (1,900) (1,855)
Credit fair value adjustment on pools of homogeneous loans (7,900) (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 121 R108.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisition (Summary of Credit Adjustment on Acquired Impaired Loans) (Details) - Landmark Bancorp, Inc. [Member]
$ in Thousands
Jul. 01, 2021
USD ($)
Business Acquisition [Line Items]  
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
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Acquisition (Summary of Supplemental Pro Forma Financial Information) (Details) - Landmark Bancorp, Inc. [Member] - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Business Acquisition [Line Items]    
Net interest income $ 68,970 $ 57,531
Other income 18,959 15,978
Total net interest income and other income 87,929 73,509
Net income $ 29,080 $ 18,402
Basic earnings per common share $ 5.15 $ 3.52
Diluted earnings per common share $ 5.11 $ 3.50
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Employee Benefits (Narrative) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
employee
Dec. 31, 2020
USD ($)
Dec. 31, 2019
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 $ 7,200              
Cash surrender value of bank owned life insurance 52,745 $ 44,285            
Earnings on bank-owned life insurance 1,227 794 $ 647          
Number of officers with split dollar life insurance arrangement | employee       15 1   11  
Split dollar life insurance arrangement, death benefit 49,700              
Split dollar life insurance arrangement, death benefit to be paid to insured's beneficiary 8,400              
Split dollar life insurance arrangement, death benefit to be paid to Company $ 41,300              
Number of officers with opportunity to retain benefit equal to two times highest base salary after separation | employee 4              
Split dollar life insurance arrangement, accrued expense $ 200 154            
Number of officers who entered into supplemental executive retirement agreement | employee           1   5
Defined contribution plan, accrued expense 3,600 $ 2,000            
Landmark Bancorp, Inc. [Member]                
Defined Benefit Plan Disclosure [Line Items]                
Defined contribution plan, accrued expense $ 1,000              
XML 124 R111.htm IDEA: XBRL DOCUMENT v3.22.1
Revenue Recognition (Narrative) (Details) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Revenue Recognition [Abstract]    
Contract balance $ 0 $ 0
XML 125 R112.htm IDEA: XBRL DOCUMENT v3.22.1
Leases (Narrative) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
item
Leases [Line Items]  
Number of properties leased under operating lease | item 11
Number of leases classified as finance lease | item 4
Total lease cost | $ $ 880
Premise and Equipment [Member]  
Leases [Line Items]  
Total lease cost | $ 845
Other Expense [Member]  
Leases [Line Items]  
Total lease cost | $ $ 35
Land [Member]  
Leases [Line Items]  
Number of properties leased under operating lease | item 4
Standalone ATM [Member]  
Leases [Line Items]  
Number of properties leased under operating lease | item 3
Landmark Bancorp, Inc. [Member]  
Leases [Line Items]  
Finance lease property acquired | $ $ 1,200
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Leases (Analysis of Leased Property under Finance Leases) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Proprety and equipment $ 1,673 $ 485
Less accumulated depreciation and amortization (366) (202)
Leased property under finance leases, net $ 1,307 $ 283
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Leases (Schedule of Future Minimum Lease Payments under Finance Leases) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
2022 $ 247  
2023 220  
2024 164  
2025 158  
2026 150  
2027 and thereafter 463  
Total minimum lease payments 1,402  
Less amount representing interest (82)  
Present value of net minimum lease payments $ 1,320 $ 291
XML 128 R115.htm IDEA: XBRL DOCUMENT v3.22.1
Leases (Schedule of Lease Costs and Other Information) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]      
Amortization of right-of-use assets $ 164    
Interest on lease liabilities 16    
Operating lease cost 637    
Short-term lease cost 59    
Variable lease cost 4    
Total lease cost 880    
Operating cash flows from finance leases 16    
Operating cash flows from operating leases (Fixed payments) 560    
Operating cash flows from operating leases (Liability reduction) 291    
Financing cash flows from finance leases 159 $ 83 $ 73
Right-of-use assets obtained in exchange for new finance lease liabilities 1,188    
Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,775    
Weighted-average remaining lease term - finance leases 7 years 2 months 19 days    
Weighted average remaining lease term - operating leases 21 years 5 months 1 day    
Weighted-average discount rate - finance leases 1.79%    
Weighted-average discount rate - operating leases 3.38%    
XML 129 R116.htm IDEA: XBRL DOCUMENT v3.22.1
Leases (Schedule of Future Minimum Lease Payments under Operating Leases) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
2022 $ 619  
2023 606  
2024 602  
2025 610  
2026 617  
2027 and thereafter 10,482  
Total future minimum lease payments 13,536  
Plus variable payment adjustment 340  
Less amount representing interest (4,249)  
Present value of net future minimum lease payments $ 9,627 $ 7,644
XML 130 R117.htm IDEA: XBRL DOCUMENT v3.22.1
Leases (Schedule of Undiscounted Cash Flows to be Received) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Leases [Abstract]  
2022 $ 104
2023 48
2024 51
2025 54
2026 54
2027 and thereafter 27
Total lease payments to be received $ 338
XML 131 R118.htm IDEA: XBRL DOCUMENT v3.22.1
Leases (Schedule of Lease Income) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]      
Lease income - direct finance leases: Interest income on lease receivables $ 807 $ 722 $ 683
Lease income - operating leases 257 236 239
Total lease income $ 1,064 $ 958 $ 922
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(the Bank) (collectively, the Company). All significant inter-company balances and transactions have been eliminated in consolidation.NATURE OF OPERATIONSThe Company provides a full range of banking, trust and financial services to individuals, small businesses and corporate customers. Its primary market areas are Lackawanna, Luzerne and Northampton Counties, Pennsylvania. The Company's primary deposit products are demand deposits and interest-bearing time, money market and savings accounts. It offers a full array of loan products to meet the needs of retail and commercial customers. The Company is subject to regulation by the Federal Deposit Insurance Corporation (FDIC) and the Pennsylvania Department of Banking. USE OF ESTIMATESThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. 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 reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, the valuation of investment securities, the determination and the amount of impairment in the securities portfolios, and the related realization of the deferred tax assets related to the allowance for loan losses, other-than-temporary impairment on and valuations of investment securities.In connection with the determination of the allowance for loan losses, management generally obtains independent appraisals for significant properties, utilizes historical loss factors and applies judgement to determine qualitative factor adjustments. While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near-term. However, the amount of the change that is reasonably possible cannot be estimated.The Company’s investment securities are comprised of a variety of financial instruments. The fair values of the securities are subject to various risks including changes in the interest rate environment and general economic conditions including illiquid conditions in the capital markets. Due to the increased level of these risks and their potential impact on the fair values of the securities, it is possible that the amounts reported in the accompanying financial statements could materially change in the near-term. Any credit-related impairment is included as a component of non-interest income in the consolidated income statements while non-credit-related impairment is charged to other comprehensive income, net of tax.SIGNIFICANT GROUP CONCENTRATION OF CREDIT RISKThe Company originates commercial, consumer, and mortgage loans to customers primarily located in Lackawanna, Luzerne, Northampton, and Lehigh Counties of Pennsylvania. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic sector in which the Company operates. The loan portfolio does not have any significant concentrations from one industry or customer.HELD-TO-MATURITY SECURITIESDebt securities, for which the Company has the positive intent and ability to hold to maturity, are reported at cost. Premiums and discounts are amortized or accreted, as a component of interest income over the life of the related security as an adjustment to yield using the interest method. The Company did not have any held-to-maturity securities at December 31, 2021 or 2020.TRADING SECURITIESDebt securities held principally for resale in the near-term, or trading securities, are recorded at their fair values. Unrealized gains and losses are included in other income. The Company did not have investment securities held for trading purposes during 2021 or 2020.AVAILABLE-FOR-SALE SECURITIESAvailable-for-sale (AFS) securities consist of debt and equity securities classified as neither held-to-maturity nor trading and are reported at fair value. Premiums and discounts are amortized or accreted as a component of interest income over the life of the related security as an adjustment to yield using the interest method. Unrealized holding gains and losses, including non-credit-related other-than-temporary impairment (OTTI), on AFS securities are reported as a separate component of shareholders’ equity, net of deferred income taxes, until realized. The net unrealized holding gains and losses are a component of accumulated other comprehensive income. Gains and losses from sales of securities AFS are determined using the specific identification method. FEDERAL HOME LOAN BANK STOCKThe Company, is a member of the Federal Home Loan Bank system, and as such is required to maintain an investment in capital stock of the Federal Home Loan Bank of Pittsburgh (FHLB). The amount the Company is required to invest is dependent upon the relative size of outstanding borrowings the Company has with the FHLB. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost. LOANSOriginated loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at face value, net of unamortized loan fees and costs and the allowance for loan losses. Interest on residential real estate loans is recorded based on principal pay downs on an actual days basis. Commercial loan interest is accrued on the principal balance on an actual days basis. Interest on consumer loans is determined using the simple interest method. 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 individual loans subsequent to acquisitions.Generally, loans are placed on non-accrual status when principal or interest is past due 90 days or more. When a loan is placed on non-accrual status, all interest previously accrued but not collected is charged against current earnings. Any payments received on non-accrual loans are applied, first to the outstanding loan amounts, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of lost interest. Acquired loans that meet the criteria for impaired or non-accrual status prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company expects to fully collect the fair value of the loans. A modification of a loan constitutes a troubled debt restructuring (TDR) when a borrower is experiencing financial difficulty and the Company grants a concession that it would not otherwise grant based on current underwriting standards. Although concessions may be made when modifying a loan, forgiveness of principal is rarely granted.MORTGAGE BANKING OPERATIONS AND MORTGAGE SERVICING RIGHTSThe Company sells one-to-four family residential mortgage loans on a servicing retained basis. On a loan sold where servicing was retained, the Company determines at the time of sale the value of the retained servicing rights, which represents the present value of the differential between the contractual servicing fee and adequate compensation, defined as the fee a sub-servicer would require to assume the role of servicer, after considering the estimated effects of prepayments. If material, a portion of the gain on the sale of the loan is recognized due to the value of the servicing rights, and a mortgage servicing asset is recorded.Commitments to sell one-to-four family residential mortgage loans are made primarily during the period between the intent to proceed and the closing of the mortgage loan. The timing of making these sale commitments is dependent upon the timing of the borrower’s election to lock-in the mortgage interest rate and fees prior to loan closing. Most of these sales commitments are made on a best-efforts basis whereby the Company is only obligated to sell the mortgage if the mortgage loan is approved and closed by the Company. Commitments to fund mortgage loans (rate lock commitments) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these derivatives are estimated based on changes in mortgage interest rates from the date the interest rate on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in gains or losses on sales of loans. The fair value of these derivative instruments was not significant at December 31, 2021 and 2020.Servicing assets are reported in other assets and amortized in proportion to and over the period during which estimated servicing income will be received. Servicing loans for others consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing foreclosures. Loan servicing income is recorded when earned and represents servicing fees from investors and certain charges collected from borrowers, such as late payment fees. The Company has fiduciary responsibility for related escrow and custodial funds.Servicing assets are recognized as separate assets when rights are acquired through the sale of financial assets. For sales of mortgage loans originated by the Company, a portion of the cost of originating the loan is allocated to the servicing retained right based on fair value. Capitalized servicing rights are amortized into interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Remaining servicing rights are charged against income upon payoff of the loan. Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned.LOANS HELD-FOR-SALELoans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income. Unrealized gains are recognized but only to the extent of previous write-downs.AUTOMOBILE LEASINGFinancing of automobiles, provided to customers under lease arrangements of varying terms obtained via an indirect arrangement primarily through a single dealer on a full recourse basis, are accounted for as direct finance leases. Interest on automobile direct finance leasing is determined using the interest method. Generally, the interest method is used 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.ALLOWANCE FOR LOAN LOSSESThe allowance for loan losses is established through a provision for loan losses. The allowance represents an amount which, in management’s judgment, will be adequate to absorb losses on existing loans. Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectability of the loans. These evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions that may affect the borrower’s ability to pay, collateral value, overall portfolio quality and review of specific loans for impairment. Management applies two primary components during the estimation process to determine proper allowance levels; a specific loan loss allocation for loans that are deemed impaired and a general loan loss allocation for those loans not specifically allocated based on historical charge-off history and qualitative factor adjustments for trends or changes in the loan portfolio and economic factors. Delinquencies, changes in lending policies and local economic conditions are some of the items used for the qualitative factor adjustments. Loans considered uncollectible are charged against the allowance. Recoveries on loans previously charged off are added to the allowance.A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled 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 taken into account. 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.Acquired loans are marked to fair value on the date of acquisition and are evaluated on a quarterly basis to ensure the necessary purchase accounting updates are made in parallel with the allowance for loan loss calculation. 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. 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 or not there has been subsequent deterioration in relation to these 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 accordingly. For acquired ASC 310-30 loans, the Company continues to estimate cash flows expected to be collected. Subsequent decreases to the expected cash flows would require the Company to evaluate the need for an additional allowance for loan losses. Subsequent improvement in expected cash flows would result in the reversal of a corresponding amount of the non accretable discount which would be reclassified as an accretable discount that will be recognized in interest income over the remaining life of the loan.The risk characteristics of each of the identified portfolio segments are as follows:Commercial and industrial loans (C&I): C&I loans are primarily based on the identified historic and/or the projected cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of the borrower, however, do fluctuate based on changes in the Company’s internal and external environment including management, human and capital resources, economic conditions, competition and regulation. Most C&I loans are secured by business assets being financed such as equipment, accounts receivable, and/or inventory and generally incorporate a secured or unsecured personal guarantee. Unsecured loans may be made on a short-term basis. Loans to municipal borrowers, which carry the full faith and credit of each respective local government unit consistent with the PA Local Government Unit Debt Act (LGUDA) as well as loans to municipal authorities are included in C&I loans. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ economic and financial condition.Commercial real estate loans (CRE): Commercial real estate loans are made to finance the purchase of real estate, refinance existing obligations and/or to provide capital. These commercial real estate loans are generally secured by first lien security interests in the real estate as well as assignment of leases and rents. The real estate may include apartments, hotels, retail stores or plazas and healthcare facilities whether they are owner or non-owner occupied. These loans are typically originated in amounts of no more than 80% of the appraised value of the property. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ or lessees' customers’ economic and financial condition.Consumer loans: The Company offers home equity installment loans and lines of credit. Risks associated with loans secured by residential properties are generally lower than commercial real estate loans and include general economic risks, such as the strength of the job market, employment stability and the strength of the housing market. Since most loans are secured by a primary or secondary residence or an automobile, the borrower’s continued employment is considered the greatest risk to repayment. The Company also offers a variety of loans to individuals for personal and household purposes. These loans are generally considered to have greater risk than mortgages on real estate because they may be unsecured, or if they are secured, the value of the collateral may be difficult to assess and more likely to decrease in value than real estate.Residential mortgage loans: Residential mortgages are secured by a first lien position of the borrower’s residential real estate. These loans have varying loan rates depending on the financial condition of the borrower and the loan to value ratio. Since most loans are secured by a primary or secondary residence, the borrower’s continued employment is considered the greatest risk to repayment. Residential mortgages have terms up to thirty years with amortizations varying from 10 to 30 years. The majority of the loans are underwritten according to FNMA and/or FHLB standards.TRANSFER OF FINANCIAL ASSETSTransfers 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.LOAN FEES AND COSTSNonrefundable loan origination fees and certain direct loan origination costs are recognized as a component of interest income over the life of the related loans as an adjustment to yield. The unamortized balance of the deferred fees and costs are included as components of the loan balances to which they relate.BANK PREMISES AND EQUIPMENTLand is carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improved property. The Company leases several branches which are classified as operating leases. The Company also leases three stand-alone ATMs which are classified as operating leases and a building and equipment classified as finance leases. In most circumstances, management expects that in the normal course of business, leases will be renewed or replaced by other leases. Rent expense is recognized on the straight-line method over the term of the lease.‎ BANK OWNED LIFE INSURANCEThe Company maintains bank owned life insurance (BOLI) for a selected group of employees, namely its officers where the Company is the owner and sole beneficiary of the policies. The earnings from the BOLI are recognized as a component of other income in the consolidated statements of income. The BOLI is an asset that can be liquidated, if necessary, with tax consequences. However, the Company intends to hold these policies and, accordingly, the Company has not provided for deferred income taxes on the earnings from the increase in the cash surrender value.EMPLOYEE BENEFITSThe 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. 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.FORECLOSED ASSETS HELD-FOR-SALEForeclosed assets held-for-sale are carried at the lower of cost or fair value less cost to sell. Foreclosed assets held-for-sale is primarily other real estate owned, but also includes other repossessed assets. Losses from the acquisition of property in full and partial satisfaction of debt are treated as credit losses. Routine holding costs, gains and losses from sales, write-downs for subsequent declines in value and any rental income received are recognized net, as a component of other real estate owned expense in the consolidated statements of income. Gains or losses are recorded when the properties are sold.IMPAIRMENT OF LONG-LIVED ASSETSLong-lived assets, including bank premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment is indicated by that review, the asset is written down to its estimated fair value through a charge to non-interest expense.GOODWILL AND INTANGIBLE ASSETSGoodwill 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 reviewed for impairment annually as of November 30 and between annual tests when events and circumstances indicate that impairment may have occurred. Goodwill impairment exists when the carrying amount of a reporting unit exceeds its fair value. A qualitative test can be performed to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. In this qualitative assessment, the Company evaluates events and circumstances which include general banking industry conditions and trends, the overall financial performance of the Company, the performance of the Company’s common stock and key financial performance metrics of the Company. If the qualitative review indicates that it is not more likely than not that the carrying value exceeds its fair value, no further evaluation needs to be performed. If the results of the qualitative review indicate it is more likely than not that the fair value is less than the carrying value, then the Company performs a quantitative impairment test. During 2021, the Company determined it is not more likely than not that the fair value exceeds its carrying value therefore no quantitative analysis was necessary. 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.STOCK PLANSThe Company has two stock-based compensation plans. The Company accounts for these plans under the recognition and measurement accounting principles, which requires the cost of share-based payment transactions be recognized in the financial statements. The stock-based compensation accounting guidance requires that compensation cost for stock awards be calculated and recognized over the employees’ service period, generally defined as the vesting period. Compensation cost is recognized on a straight-line basis over the requisite service period. When granting stock-settled stock appreciation rights (SSARs), the Company uses Black-Scholes-Merton valuation model to determine fair value on the date of grant.TRUST AND FINANCIAL SERVICE FEESTrust and financial service fees are recorded on the cash basis, which is not materially different from the accrual basis.ADVERTISING COSTSAdvertising costs are charged to expense as incurred.‎ LEGAL AND PROFESSIONAL EXPENSESGenerally, the Company recognizes legal and professional fees as incurred and are included as a component of professional services expense in the consolidated statements of income. Legal costs incurred that are associated with the collection of outstanding amounts due from delinquent borrowers are included as a component of loan collection expense in the consolidated statements of income. In the event of litigation proceedings brought about by an employee or third party against the Company, expenses for damages will be accrued if the likelihood of the outcome against the Company is probable, the amount can be reasonably estimated and the amount would have a material impact on the financial results of the Company.INCOME TAXESDeferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.The benefit of a tax position is recognized on the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. For tax positions not meeting the more likely than not threshold, no tax benefit is recorded. Under the more likely than not threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. The Company had no material unrecognized tax benefits or accrued interest and penalties for the years ended December 31, 2021, 2020 or 2019, respectively.COMPREHENSIVE INCOME (LOSS)Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the shareholders’ equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss).CASH FLOWSFor purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and interest-bearing deposits with financial institutions. PRINCIPLES OF CONSOLIDATIONThe accompanying consolidated financial statements include the accounts of Fidelity D & D Bancorp, Inc. and its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank (the Bank) (collectively, the Company). All significant inter-company balances and transactions have been eliminated in consolidation. NATURE OF OPERATIONSThe Company provides a full range of banking, trust and financial services to individuals, small businesses and corporate customers. Its primary market areas are Lackawanna, Luzerne and Northampton Counties, Pennsylvania. The Company's primary deposit products are demand deposits and interest-bearing time, money market and savings accounts. It offers a full array of loan products to meet the needs of retail and commercial customers. The Company is subject to regulation by the Federal Deposit Insurance Corporation (FDIC) and the Pennsylvania Department of Banking. USE OF ESTIMATESThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. 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 reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, the valuation of investment securities, the determination and the amount of impairment in the securities portfolios, and the related realization of the deferred tax assets related to the allowance for loan losses, other-than-temporary impairment on and valuations of investment securities.In connection with the determination of the allowance for loan losses, management generally obtains independent appraisals for significant properties, utilizes historical loss factors and applies judgement to determine qualitative factor adjustments. While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near-term. However, the amount of the change that is reasonably possible cannot be estimated.The Company’s investment securities are comprised of a variety of financial instruments. The fair values of the securities are subject to various risks including changes in the interest rate environment and general economic conditions including illiquid conditions in the capital markets. Due to the increased level of these risks and their potential impact on the fair values of the securities, it is possible that the amounts reported in the accompanying financial statements could materially change in the near-term. Any credit-related impairment is included as a component of non-interest income in the consolidated income statements while non-credit-related impairment is charged to other comprehensive income, net of tax. SIGNIFICANT GROUP CONCENTRATION OF CREDIT RISKThe Company originates commercial, consumer, and mortgage loans to customers primarily located in Lackawanna, Luzerne, Northampton, and Lehigh Counties of Pennsylvania. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic sector in which the Company operates. The loan portfolio does not have any significant concentrations from one industry or customer. HELD-TO-MATURITY SECURITIESDebt securities, for which the Company has the positive intent and ability to hold to maturity, are reported at cost. Premiums and discounts are amortized or accreted, as a component of interest income over the life of the related security as an adjustment to yield using the interest method. The Company did not have any held-to-maturity securities at December 31, 2021 or 2020. 0 0 TRADING SECURITIESDebt securities held principally for resale in the near-term, or trading securities, are recorded at their fair values. Unrealized gains and losses are included in other income. The Company did not have investment securities held for trading purposes during 2021 or 2020. 0 0 AVAILABLE-FOR-SALE SECURITIESAvailable-for-sale (AFS) securities consist of debt and equity securities classified as neither held-to-maturity nor trading and are reported at fair value. Premiums and discounts are amortized or accreted as a component of interest income over the life of the related security as an adjustment to yield using the interest method. Unrealized holding gains and losses, including non-credit-related other-than-temporary impairment (OTTI), on AFS securities are reported as a separate component of shareholders’ equity, net of deferred income taxes, until realized. The net unrealized holding gains and losses are a component of accumulated other comprehensive income. Gains and losses from sales of securities AFS are determined using the specific identification method. FEDERAL HOME LOAN BANK STOCKThe Company, is a member of the Federal Home Loan Bank system, and as such is required to maintain an investment in capital stock of the Federal Home Loan Bank of Pittsburgh (FHLB). The amount the Company is required to invest is dependent upon the relative size of outstanding borrowings the Company has with the FHLB. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost. LOANSOriginated loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at face value, net of unamortized loan fees and costs and the allowance for loan losses. Interest on residential real estate loans is recorded based on principal pay downs on an actual days basis. Commercial loan interest is accrued on the principal balance on an actual days basis. Interest on consumer loans is determined using the simple interest method. 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 individual loans subsequent to acquisitions.Generally, loans are placed on non-accrual status when principal or interest is past due 90 days or more. When a loan is placed on non-accrual status, all interest previously accrued but not collected is charged against current earnings. Any payments received on non-accrual loans are applied, first to the outstanding loan amounts, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of lost interest. Acquired loans that meet the criteria for impaired or non-accrual status prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company expects to fully collect the fair value of the loans. A modification of a loan constitutes a troubled debt restructuring (TDR) when a borrower is experiencing financial difficulty and the Company grants a concession that it would not otherwise grant based on current underwriting standards. Although concessions may be made when modifying a loan, forgiveness of principal is rarely granted. MORTGAGE BANKING OPERATIONS AND MORTGAGE SERVICING RIGHTSThe Company sells one-to-four family residential mortgage loans on a servicing retained basis. On a loan sold where servicing was retained, the Company determines at the time of sale the value of the retained servicing rights, which represents the present value of the differential between the contractual servicing fee and adequate compensation, defined as the fee a sub-servicer would require to assume the role of servicer, after considering the estimated effects of prepayments. If material, a portion of the gain on the sale of the loan is recognized due to the value of the servicing rights, and a mortgage servicing asset is recorded.Commitments to sell one-to-four family residential mortgage loans are made primarily during the period between the intent to proceed and the closing of the mortgage loan. The timing of making these sale commitments is dependent upon the timing of the borrower’s election to lock-in the mortgage interest rate and fees prior to loan closing. Most of these sales commitments are made on a best-efforts basis whereby the Company is only obligated to sell the mortgage if the mortgage loan is approved and closed by the Company. Commitments to fund mortgage loans (rate lock commitments) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these derivatives are estimated based on changes in mortgage interest rates from the date the interest rate on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in gains or losses on sales of loans. The fair value of these derivative instruments was not significant at December 31, 2021 and 2020.Servicing assets are reported in other assets and amortized in proportion to and over the period during which estimated servicing income will be received. Servicing loans for others consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing foreclosures. Loan servicing income is recorded when earned and represents servicing fees from investors and certain charges collected from borrowers, such as late payment fees. The Company has fiduciary responsibility for related escrow and custodial funds.Servicing assets are recognized as separate assets when rights are acquired through the sale of financial assets. For sales of mortgage loans originated by the Company, a portion of the cost of originating the loan is allocated to the servicing retained right based on fair value. Capitalized servicing rights are amortized into interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Remaining servicing rights are charged against income upon payoff of the loan. Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned. LOANS HELD-FOR-SALELoans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income. Unrealized gains are recognized but only to the extent of previous write-downs. AUTOMOBILE LEASINGFinancing of automobiles, provided to customers under lease arrangements of varying terms obtained via an indirect arrangement primarily through a single dealer on a full recourse basis, are accounted for as direct finance leases. Interest on automobile direct finance leasing is determined using the interest method. Generally, the interest method is used 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. ALLOWANCE FOR LOAN LOSSESThe allowance for loan losses is established through a provision for loan losses. The allowance represents an amount which, in management’s judgment, will be adequate to absorb losses on existing loans. Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectability of the loans. These evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions that may affect the borrower’s ability to pay, collateral value, overall portfolio quality and review of specific loans for impairment. Management applies two primary components during the estimation process to determine proper allowance levels; a specific loan loss allocation for loans that are deemed impaired and a general loan loss allocation for those loans not specifically allocated based on historical charge-off history and qualitative factor adjustments for trends or changes in the loan portfolio and economic factors. Delinquencies, changes in lending policies and local economic conditions are some of the items used for the qualitative factor adjustments. Loans considered uncollectible are charged against the allowance. Recoveries on loans previously charged off are added to the allowance.A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled 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 taken into account. 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.Acquired loans are marked to fair value on the date of acquisition and are evaluated on a quarterly basis to ensure the necessary purchase accounting updates are made in parallel with the allowance for loan loss calculation. 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. 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 or not there has been subsequent deterioration in relation to these 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 accordingly. For acquired ASC 310-30 loans, the Company continues to estimate cash flows expected to be collected. Subsequent decreases to the expected cash flows would require the Company to evaluate the need for an additional allowance for loan losses. Subsequent improvement in expected cash flows would result in the reversal of a corresponding amount of the non accretable discount which would be reclassified as an accretable discount that will be recognized in interest income over the remaining life of the loan.The risk characteristics of each of the identified portfolio segments are as follows:Commercial and industrial loans (C&I): C&I loans are primarily based on the identified historic and/or the projected cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of the borrower, however, do fluctuate based on changes in the Company’s internal and external environment including management, human and capital resources, economic conditions, competition and regulation. Most C&I loans are secured by business assets being financed such as equipment, accounts receivable, and/or inventory and generally incorporate a secured or unsecured personal guarantee. Unsecured loans may be made on a short-term basis. Loans to municipal borrowers, which carry the full faith and credit of each respective local government unit consistent with the PA Local Government Unit Debt Act (LGUDA) as well as loans to municipal authorities are included in C&I loans. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ economic and financial condition.Commercial real estate loans (CRE): Commercial real estate loans are made to finance the purchase of real estate, refinance existing obligations and/or to provide capital. These commercial real estate loans are generally secured by first lien security interests in the real estate as well as assignment of leases and rents. The real estate may include apartments, hotels, retail stores or plazas and healthcare facilities whether they are owner or non-owner occupied. These loans are typically originated in amounts of no more than 80% of the appraised value of the property. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ or lessees' customers’ economic and financial condition.Consumer loans: The Company offers home equity installment loans and lines of credit. Risks associated with loans secured by residential properties are generally lower than commercial real estate loans and include general economic risks, such as the strength of the job market, employment stability and the strength of the housing market. Since most loans are secured by a primary or secondary residence or an automobile, the borrower’s continued employment is considered the greatest risk to repayment. The Company also offers a variety of loans to individuals for personal and household purposes. These loans are generally considered to have greater risk than mortgages on real estate because they may be unsecured, or if they are secured, the value of the collateral may be difficult to assess and more likely to decrease in value than real estate.Residential mortgage loans: Residential mortgages are secured by a first lien position of the borrower’s residential real estate. These loans have varying loan rates depending on the financial condition of the borrower and the loan to value ratio. Since most loans are secured by a primary or secondary residence, the borrower’s continued employment is considered the greatest risk to repayment. Residential mortgages have terms up to thirty years with amortizations varying from 10 to 30 years. The majority of the loans are underwritten according to FNMA and/or FHLB standards. TRANSFER OF FINANCIAL ASSETSTransfers 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. LOAN FEES AND COSTSNonrefundable loan origination fees and certain direct loan origination costs are recognized as a component of interest income over the life of the related loans as an adjustment to yield. The unamortized balance of the deferred fees and costs are included as components of the loan balances to which they relate. BANK PREMISES AND EQUIPMENTLand is carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improved property. The Company leases several branches which are classified as operating leases. The Company also leases three stand-alone ATMs which are classified as operating leases and a building and equipment classified as finance leases. In most circumstances, management expects that in the normal course of business, leases will be renewed or replaced by other leases. Rent expense is recognized on the straight-line method over the term of the lease. ‎ BANK OWNED LIFE INSURANCEThe Company maintains bank owned life insurance (BOLI) for a selected group of employees, namely its officers where the Company is the owner and sole beneficiary of the policies. The earnings from the BOLI are recognized as a component of other income in the consolidated statements of income. The BOLI is an asset that can be liquidated, if necessary, with tax consequences. However, the Company intends to hold these policies and, accordingly, the Company has not provided for deferred income taxes on the earnings from the increase in the cash surrender value. EMPLOYEE BENEFITSThe 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. 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 FORECLOSED ASSETS HELD-FOR-SALEForeclosed assets held-for-sale are carried at the lower of cost or fair value less cost to sell. Foreclosed assets held-for-sale is primarily other real estate owned, but also includes other repossessed assets. Losses from the acquisition of property in full and partial satisfaction of debt are treated as credit losses. Routine holding costs, gains and losses from sales, write-downs for subsequent declines in value and any rental income received are recognized net, as a component of other real estate owned expense in the consolidated statements of income. Gains or losses are recorded when the properties are sold. IMPAIRMENT OF LONG-LIVED ASSETSLong-lived assets, including bank premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment is indicated by that review, the asset is written down to its estimated fair value through a charge to non-interest expense. GOODWILL AND INTANGIBLE ASSETSGoodwill 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 reviewed for impairment annually as of November 30 and between annual tests when events and circumstances indicate that impairment may have occurred. Goodwill impairment exists when the carrying amount of a reporting unit exceeds its fair value. A qualitative test can be performed to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. In this qualitative assessment, the Company evaluates events and circumstances which include general banking industry conditions and trends, the overall financial performance of the Company, the performance of the Company’s common stock and key financial performance metrics of the Company. If the qualitative review indicates that it is not more likely than not that the carrying value exceeds its fair value, no further evaluation needs to be performed. If the results of the qualitative review indicate it is more likely than not that the fair value is less than the carrying value, then the Company performs a quantitative impairment test. During 2021, the Company determined it is not more likely than not that the fair value exceeds its carrying value therefore no quantitative analysis was necessary. 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. STOCK PLANSThe Company has two stock-based compensation plans. The Company accounts for these plans under the recognition and measurement accounting principles, which requires the cost of share-based payment transactions be recognized in the financial statements. The stock-based compensation accounting guidance requires that compensation cost for stock awards be calculated and recognized over the employees’ service period, generally defined as the vesting period. Compensation cost is recognized on a straight-line basis over the requisite service period. When granting stock-settled stock appreciation rights (SSARs), the Company uses Black-Scholes-Merton valuation model to determine fair value on the date of grant. 2 TRUST AND FINANCIAL SERVICE FEESTrust and financial service fees are recorded on the cash basis, which is not materially different from the accrual basis. ADVERTISING COSTSAdvertising costs are charged to expense as incurred. ‎ LEGAL AND PROFESSIONAL EXPENSESGenerally, the Company recognizes legal and professional fees as incurred and are included as a component of professional services expense in the consolidated statements of income. Legal costs incurred that are associated with the collection of outstanding amounts due from delinquent borrowers are included as a component of loan collection expense in the consolidated statements of income. In the event of litigation proceedings brought about by an employee or third party against the Company, expenses for damages will be accrued if the likelihood of the outcome against the Company is probable, the amount can be reasonably estimated and the amount would have a material impact on the financial results of the Company. INCOME TAXESDeferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.The benefit of a tax position is recognized on the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. For tax positions not meeting the more likely than not threshold, no tax benefit is recorded. Under the more likely than not threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. The Company had no material unrecognized tax benefits or accrued interest and penalties for the years ended December 31, 2021, 2020 or 2019, respectively. 0 0 0 0 0 0 COMPREHENSIVE INCOME (LOSS)Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the shareholders’ equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss). CASH FLOWSFor purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and interest-bearing deposits with financial institutions. 2.CASHThe Company is required by the Federal Reserve Bank to maintain average reserve balances based on a percentage of deposits. There were no reserve requirements on December 31, 2021 and 2020.Deposits with any one financial institution are insured up to $250,000. From time-to-time, the Company may maintain cash and cash equivalents with certain other financial institutions in excess of the insured amount. 0 0 250000 3.ACCUMULATED OTHER COMPREHENSIVE INCOME The following tables illustrate the changes in accumulated other comprehensive income by component and the details about the components of accumulated other comprehensive income as of and for the periods indicated: As of and for the year ended December 31, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 8,952 Other comprehensive loss before reclassifications, net of tax (8,737)Amounts reclassified from accumulated other comprehensive income, net of tax (36)Net current-period other comprehensive loss (8,773)Ending balance$ 179 ‎ As of and for the year ended December 31, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands) debt securitiesBeginning balance$ 3,602 Other comprehensive income before reclassifications, net of tax 5,441Amounts reclassified from accumulated other comprehensive income, net of tax (91)Net current-period other comprehensive income 5,350Ending balance$ 8,952 As of and for the year ended December 31, 2019 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ (1,095) Other comprehensive income before reclassifications, net of tax 4,708Amounts reclassified from accumulated other comprehensive income, net of tax (11)Net current-period other comprehensive income 4,697Ending balance$ 3,602 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 2021 2020 2019 Unrealized gains (losses) on AFS debt securities $ 46  $ 115  $ 14  Gain (loss) on sale of investment securitiesIncome tax effect (10) (24) (3) Provision for income taxesTotal reclassifications for the period $ 36  $ 91  $ 11  Net income As of and for the year ended December 31, 2021 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ 8,952 Other comprehensive loss before reclassifications, net of tax (8,737)Amounts reclassified from accumulated other comprehensive income, net of tax (36)Net current-period other comprehensive loss (8,773)Ending balance$ 179 ‎ As of and for the year ended December 31, 2020 Unrealized gains (losses) on available-for-sale(dollars in thousands) debt securitiesBeginning balance$ 3,602 Other comprehensive income before reclassifications, net of tax 5,441Amounts reclassified from accumulated other comprehensive income, net of tax (91)Net current-period other comprehensive income 5,350Ending balance$ 8,952 As of and for the year ended December 31, 2019 Unrealized gains (losses) on available-for-sale(dollars in thousands)debt securitiesBeginning balance$ (1,095) Other comprehensive income before reclassifications, net of tax 4,708Amounts reclassified from accumulated other comprehensive income, net of tax (11)Net current-period other comprehensive income 4,697Ending balance$ 3,602 8952000 -8737000 36000 -8773000 179000 3602000 5441000 91000 5350000 8952000 -1095000 4708000 11000 4697000 3602000 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 2021 2020 2019 Unrealized gains (losses) on AFS debt securities $ 46  $ 115  $ 14  Gain (loss) on sale of investment securitiesIncome tax effect (10) (24) (3) Provision for income taxesTotal reclassifications for the period $ 36  $ 91  $ 11  Net income 46000 115000 14000 10000 24000 3000 36000 91000 11000 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.‎ Amortized cost and fair value of investment securities as of the period indicated are as follows: Gross Gross Amortized unrealized unrealized Fair(dollars in thousands) cost gains losses valueDecember 31, 2021 Available-for-sale debt securities: Agency - GSE $ 119,399 $ 204 $ (2,600) $ 117,003Obligations of states and political subdivisions 360,680 6,708 (2,678) 364,710MBS - GSE residential 258,674 1,654 (3,061) 257,267 Total available-for-sale debt securities $ 738,753 $ 8,566 $ (8,339) $ 738,980 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 Some of the Company’s debt securities are pledged to secure trust funds, public deposits, short-term borrowings, FHLB advances, Federal Reserve Bank of Philadelphia Discount Window borrowings and certain other deposits as required by law.The amortized cost and fair value of debt securities at December 31, 2021 by contractual maturity are shown below: Amortized Fair(dollars in thousands) cost valueAvailable-for-sale securities: Debt securities: Due in one year or less $ 1,990 $ 2,022Due after one year through five years 13,653 13,742Due after five years through ten years 115,223 112,659Due after ten years 349,213 353,290 MBS - GSE residential 258,674 257,267 Total available-for-sale debt securities $ 738,753 $ 738,980 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.Gross realized gains and losses from sales, determined using specific identification, for the periods indicated were as follows: December 31,(dollars in thousands)2021 2020 2019 Gross realized gain$ 98 $ 147 $ 104Gross realized loss (52) (32) (90)Net gain$ 46 $ 115 $ 14 The following table presents the fair value and gross unrealized losses of investments aggregated by investment type, the length of time and the number of securities that have been in a continuous unrealized loss position as of the period indicated: Less than 12 months More than 12 months Total Fair Unrealized Fair Unrealized Fair Unrealized(dollars in thousands) value losses value losses value losses December 31, 2021 Agency - GSE $ 84,308  $ (1,460) $ 26,516  $ (1,140) $ 110,824  $ (2,600)Obligations of states and political subdivisions 193,124  (2,662) 12,796  (399) 205,920  (3,061)MBS - GSE residential 137,495  (2,351) 9,469  (327) 146,964  (2,678)Total $ 414,927  $ (6,473) $ 48,781  $ (1,866) $ 463,708  $ (8,339)Number of securities 187  26  213  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 213 debt securities in an unrealized loss position at December 31, 2021, including 44 agency securities, 61 mortgage-backed securities and 108 municipal securities. The severity of these unrealized losses based on their underlying cost basis was as follows at December 31, 2021: 2.29% for agency - GSE, 1.46% for total MBS-GSE residential; and 1.79% for municipals. 26 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 December 31, 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 December 31, 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 valueDecember 31, 2021 Available-for-sale debt securities: Agency - GSE $ 119,399 $ 204 $ (2,600) $ 117,003Obligations of states and political subdivisions 360,680 6,708 (2,678) 364,710MBS - GSE residential 258,674 1,654 (3,061) 257,267 Total available-for-sale debt securities $ 738,753 $ 8,566 $ (8,339) $ 738,980 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 119399000 204000 2600000 117003000 360680000 6708000 2678000 364710000 258674000 1654000 3061000 257267000 738753000 8566000 8339000 738980000 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 $ 1,990 $ 2,022Due after one year through five years 13,653 13,742Due after five years through ten years 115,223 112,659Due after ten years 349,213 353,290 MBS - GSE residential 258,674 257,267 Total available-for-sale debt securities $ 738,753 $ 738,980 1990000 2022000 13653000 13742000 115223000 112659000 349213000 353290000 258674000 257267000 738753000 738980000 December 31,(dollars in thousands)2021 2020 2019 Gross realized gain$ 98 $ 147 $ 104Gross realized loss (52) (32) (90)Net gain$ 46 $ 115 $ 14 98000 147000 104000 52000 32000 90000 46000 115000 14000 Less than 12 months More than 12 months Total Fair Unrealized Fair Unrealized Fair Unrealized(dollars in thousands) value losses value losses value losses December 31, 2021 Agency - GSE $ 84,308  $ (1,460) $ 26,516  $ (1,140) $ 110,824  $ (2,600)Obligations of states and political subdivisions 193,124  (2,662) 12,796  (399) 205,920  (3,061)MBS - GSE residential 137,495  (2,351) 9,469  (327) 146,964  (2,678)Total $ 414,927  $ (6,473) $ 48,781  $ (1,866) $ 463,708  $ (8,339)Number of securities 187  26  213  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  84308000 1460000 26516000 1140000 110824000 2600000 193124000 2662000 12796000 399000 205920000 3061000 137495000 2351000 9469000 327000 146964000 2678000 414927000 6473000 48781000 1866000 463708000 8339000 187 26 213 27602000 91000 27602000 91000 15256000 152000 15256000 152000 14753000 178000 14753000 178000 57611000 421000 57611000 421000 30 30 213 44 61 108 0.0229 0.0146 0.0179 26 5.LOANS AND LEASESThe classifications of loans and leases at December 31, 2021 and 2020 are summarized as follows: (dollars in thousands)December 31, 2021 December 31, 2020Commercial and industrial$ 236,304 $ 280,757Commercial real estate: Non-owner occupied 312,848 192,143Owner occupied 248,755 179,923Construction 21,147 10,231Consumer: Home equity installment 47,571 40,147Home equity line of credit 54,878 49,725Auto loans 118,029 98,386Direct finance leases 26,232 20,095Other 8,013 7,602Residential: Real estate 325,861 218,445Construction 34,919 23,357Total 1,434,557 1,120,811Less: Allowance for loan losses (15,624) (14,202)Unearned lease revenue (1,429) (1,159)Loans and leases, net$ 1,417,504 $ 1,105,450 As of December 31, 2021, total loans of $1.4 billion were reflected net of deferred loan costs of $3.0 million, including $1.2 million in deferred fee income from Paycheck Protection Program (PPP) loans and $4.2 million in deferred loan costs. As of December 31, 2020, total loans of $1.1 billion were reflected net of 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.Commercial and industrial (C&I) loan balances were $237.6 million at December 31, 2021 and $280.8 million on December 31, 2020. As of December 31, 2021, the commercial and industrial loan balance included $39.9 million in PPP loans (net of deferred fees), including $7.9 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 December 31, 2021 increased $46.9 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 $430.9 million as of December 31, 2021 and $366.5 million as of December 31, 2020. Mortgage servicing rights amounted to $1.7 million and $1.3 million as of December 31, 2021 and 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.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 guaranteed 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.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 20, “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 years ended(dollars in thousands)December 31, 2021 December 31, 2020Balance at beginning of period $ 563 $ -Accretable yield on acquired loans 589 248Reclassification from non-accretable difference 453 429Accretion of accretable yield (517) (114)Balance at end of period$ 1,088 $ 563 The above table excludes the $275 thousand in non-accretable yield accreted to interest income for the year ended December 31, 2021 and $10 thousand in non-accretable yield accreted to interest income for the year ended December 31, 2020.During the twelve months ended December 31, 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 $1,088 thousand at December 31, 2021. The $525 thousand increase resulted from $589 thousand in accretable yield on loans acquired from the Landmark merger during the third quarter of 2021; $453 thousand reclassified from non-accretable yield to accretable yield including $167 thousand from improved collateral values and $286 thousand from payments received on PCI in excess of estimates; and $517 thousand in accretable yield accreted to interest income due to contractual payments received during the twelve months ended December 31, 2021.Expected cash flows on acquired loans are estimated quarterly by incorporating several key assumptions. These key assumptions include probability of default and the number of actual prepayments after the acquisition date. Prepayments affect the estimated life of the loans and could change the amount of interest income, and possibly principal expected to be collected. In reforecasting future estimated cash flows, credit loss expectations are adjusted as necessary. Improved cash flow expectations for loans or pools are recorded first as a reversal of previously recorded impairment, if any, and then as an increase in prospective yield when all previously recorded impairment has been recaptured.Non-accrual loansNon-accrual loans, segregated by class, at December 31, were as follows: (dollars in thousands)December 31, 2021 December 31, 2020Commercial and industrial$ 154 $ 590Commercial real estate: Non-owner occupied 478 846Owner occupied 1,570 1,123Consumer: Home equity installment - 61Home equity line of credit 97 395Auto loans 78 27Residential: Real estate 572 727Total$ 2,949 $ 3,769The table above excludes $4.7 million and $1.3 million in purchased credit impaired loans, net of unamortized fair value adjustments as of December 31, 2021 and 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 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 December 31, 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 twelve months ended:(dollars in thousands)December 31, 2021 December 31, 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 and industrial - $ - $ - 2 $ 206 $ 66Commercial real estate - non-owner occupied - - - 2 1,598 453Commercial real estate - owner occupied 1 512 - - - -Total 1 $ 512 $ - 4 $ 1,804 $ 519 In the above table, 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 December 31, 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. The following presents by class, loans modified as a TDR that subsequently defaulted (i.e. 90 days or more past due following a modification) during the periods indicated: Loans modified as a TDR within the previous twelve months that subsequently defaulted during the twelve months ended:(dollars in thousands)December 31, 2021 December 31, 2020 Number of Recorded Number of Recorded contracts investment contracts investmentCommercial and industrial - $ - 2 $ 206Total - $ - 2 $ 206 In the above table, the period end balances are inclusive of all partial pay downs and charge-offs since the modification date.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 December 31, 2021 and 2020, the balance of outstanding TDRs was $3.5 million and $3.2 million, respectively. As of December 31, 2021 and 2020, the allowance for impaired loans that have been modified in a TDR was $0.5 million and $0.7 million, respectively.Past due loansLoans are considered past due when the contractual principal and/or interest is not received by the due date. For loans reported 30-59 days past due, certain categories of loans are reported past due as and when the loan is in arrears for two payments or billing cycles. An aging analysis of past due loans, segregated by class of loans, as of the period indicated is as follows (dollars in thousands): Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2021past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ - $ 4  $ 154  $ 158  $ 236,146  $ 236,304  $ -Commercial real estate: Non-owner occupied - 675  478  1,153  311,695  312,848  -Owner occupied - - 1,570  1,570  247,185  248,755  -Construction - - - - 21,147  21,147  -Consumer: Home equity installment 87  32  - 119  47,452  47,571  -Home equity line of credit - - 97  97  54,781  54,878  -Auto loans 410  45  78  533  117,496  118,029  -Direct finance leases 173  38  64  275  24,528  24,803 (2) 64 Other 49  17  - 66  7,947  8,013  -Residential: Real estate - 452  572  1,024  324,837  325,861  -Construction - - - - 34,919  34,919  -Total$ 719  $ 1,263  $ 3,013  $ 4,995  $ 1,428,133  $ 1,433,128  $ 64 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.4 million. (3) Includes net deferred loan costs of $3.0 million. Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2020past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 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 $1.7 million.‎ Impaired loans Impaired loans, segregated by class, as of the period indicated are detailed below: Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceDecember 31, 2021 Commercial and industrial$ 218  $ 18  $ 136  $ 154  $ 18 Commercial real estate: Non-owner occupied 2,470  1,674  796  2,470  474 Owner occupied 3,185  1,802  762  2,564  763 Consumer: Home equity installment 33  - - - -Home equity line of credit 137  - 97  97  -Auto loans 98  10  68  78  4 Residential: Real estate 699  - 572  572  -Total$ 6,840  $ 3,504  $ 2,431  $ 5,935  $ 1,259  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 December 31, 2021, impaired loans totaled $5.9 million consisting of $3.0 million in accruing TDRs and $2.9 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 December 31, 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 $0.7 million as of December 31, 2020.A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect the payments in accordance with the contractual terms of the loan. Factors considered in determining impairment include payment status, collateral value, and the probability of collecting payments when due. The significance of payment delays and/or shortfalls is determined on a case-by-case basis. All circumstances surrounding the loan are considered. Such factors include the length of the delinquency, the underlying reasons and the borrower’s prior payment record. Impairment is measured on these loans on a loan-by-loan basis. Impaired loans include non-accrual loans, TDRs and other loans deemed to be impaired based on the aforementioned factors.The following table presents the average recorded investments in impaired loans and related amount of interest income recognized during the periods indicated below. The average balances are calculated based on the quarter-end balances of impaired loans. Payments received from non-accruing impaired loans are first applied against the outstanding principal balance, then to the recovery of any charged-off amounts. Any excess is treated as a recovery of interest income. Payments received from accruing impaired loans are applied to principal and interest, as contractually agreed upon.‎ December 31, 2021 December 31, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 380  $ 2  $ - $ 404  $ 1  $ -Commercial real estate: Non-owner occupied 2,698  195  - 1,939  96  -Owner occupied 1,883  55  - 1,848  48  -Construction - - - - - -Consumer: Home equity installment 28  6  - 53  - -Home equity line of credit 202  20  - 368  - -Auto loans 42  2  - 51  2  -Direct finance leases - - - - - -Other - - - - - -Residential: Real estate 682  - - 819  - -Construction - - - - - -Total$ 5,915  $ 280  $ - $ 5,482  $ 147  $ - The average recorded investment in the above chart is based on the five quarter average in the impaired loan balance through the quarter ending December 31, 2021. The average recorded investment for the year ended December 31, 2019 was $5.2 million. There was also interest income recognized of $247 thousand and cash basis interest income recognized of $0.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 $3.0 million and $1.7 million of deferred costs, segregated by class, categorized into the appropriate credit quality indicator category as of December 31, 2021 and 2020, respectively:Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2021(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 234,822  $ 339  $ 2,400  $ - $ 237,561 Commercial real estate - non-owner occupied 289,679  16,614  6,555  - 312,848 Commercial real estate - owner occupied 228,889  7,089  11,520  - 247,498 Commercial real estate - construction 21,147  - - - 21,147 Total commercial$ 774,537  $ 24,042  $ 20,475  $ - $ 819,054  Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity December 31, 2021(dollars in thousands) Performing Non-performing TotalConsumer Home equity installment $ 47,571  $ - $ 47,571 Home equity line of credit 54,781  97  54,878 Auto loans 117,951  78  118,029 Direct finance leases (1) 24,739  64  24,803 Other 8,013  - 8,013 Total consumer 253,055  239  253,294 Residential Real estate 325,289  572  325,861 Construction 34,919  - 34,919 Total residential 360,208  572  360,780 Total consumer & residential $ 613,263  $ 811  $ 614,074 (1)Net of unearned lease revenue of $1.4 million. Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2020(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 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 for loan losses and the Company’s recorded investment in loans by portfolio segment as of the period indicated is as follows: As of and for the year ended December 31, 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 (130) (491) (206) (162) - (989)Recoveries 23  250  138  - - 411 Provision (96) 1,280  (80) 889  7  2,000 Ending balance$ 2,204  $ 7,422  $ 2,404  $ 3,508  $ 86  $ 15,624 Ending balance: individually evaluated for impairment$ 18  $ 1,237  $ 4  $ - $ - $ 1,259 Ending balance: collectively evaluated for impairment$ 2,186  $ 6,185  $ 2,400  $ 3,508  $ 86  $ 14,365 Loans Receivables: Ending balance (2)$ 236,304  $ 582,750  $ 253,294 (1)$ 360,780  $ - $ 1,433,128 Ending balance: individually evaluated for impairment$ 154  $ 5,034  $ 175  $ 572  $ - $ 5,935 Ending balance: collectively evaluated for impairment$ 236,150  $ 577,716  $ 253,119  $ 360,208  $ - $ 1,427,193 (1) Net of unearned lease revenue of $1.4 million. (2) Includes $3.0 million of net deferred loan costs. As of and for the year ended December 31, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 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 $1.7 million of net deferred loan costs. ‎ As of and for the year ended December 31, 2019 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,432  $ 3,901  $ 2,548  $ 1,844  $ 22  $ 9,747 Charge-offs (184) (597) (398) (330) - (1,509)Recoveries 32  317  67  8  - 424 Provision 204  312  (204) 756  17  1,085 Ending balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747  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 24, “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 $7.7 million and $6.0 million as of December 31, 2021 and 2020, respectively. The residual value of the direct finance leases is fully guaranteed by the dealerships. Residual values amounted to $17.1 million and $12.9 million at December 31, 2021 and 2020, respectively, and are included in the carrying value of direct finance leases.The undiscounted cash flows to be received on an annual basis for the direct finance leases are as follows: (dollars in thousands)Amount 2022$ 7,8812023 6,2862024 8,4972025 3,4442026 1242027 and thereafter -Total future minimum lease payments receivable 26,232Less: Unearned income (1,429)Undiscounted cash flows to be received$ 24,803 (dollars in thousands)December 31, 2021 December 31, 2020Commercial and industrial$ 236,304 $ 280,757Commercial real estate: Non-owner occupied 312,848 192,143Owner occupied 248,755 179,923Construction 21,147 10,231Consumer: Home equity installment 47,571 40,147Home equity line of credit 54,878 49,725Auto loans 118,029 98,386Direct finance leases 26,232 20,095Other 8,013 7,602Residential: Real estate 325,861 218,445Construction 34,919 23,357Total 1,434,557 1,120,811Less: Allowance for loan losses (15,624) (14,202)Unearned lease revenue (1,429) (1,159)Loans and leases, net$ 1,417,504 $ 1,105,450 236304000 280757000 312848000 192143000 248755000 179923000 21147000 10231000 47571000 40147000 54878000 49725000 118029000 98386000 26232000 20095000 8013000 7602000 325861000 218445000 34919000 23357000 1434557000 1120811000 15624000 14202000 1429000 1159000 1417504000 1105450000 1400000000 3000000.0 1200000 4200000 1100000000 1700000 2200000 3900000 237600000 280800000 39900000 7900000 129900000 46900000 430900000 366500000 1700000 1300000 For the years ended(dollars in thousands)December 31, 2021 December 31, 2020Balance at beginning of period $ 563 $ -Accretable yield on acquired loans 589 248Reclassification from non-accretable difference 453 429Accretion of accretable yield (517) (114)Balance at end of period$ 1,088 $ 563 563000 589000 248000 453000 429000 517000 114000 1088000 563000 275000 10000 563000 1088000 525000 589000 453000 167000 286000 517000 (dollars in thousands)December 31, 2021 December 31, 2020Commercial and industrial$ 154 $ 590Commercial real estate: Non-owner occupied 478 846Owner occupied 1,570 1,123Consumer: Home equity installment - 61Home equity line of credit 97 395Auto loans 78 27Residential: Real estate 572 727Total$ 2,949 $ 3,769 154000 590000 478000 846000 1570000 1123000 61000 97000 395000 78000 27000 572000 727000 2949000 3769000 4700000 1300000 0 10 2200000 Loans modified as TDRs for the twelve months ended:(dollars in thousands)December 31, 2021 December 31, 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 and industrial - $ - $ - 2 $ 206 $ 66Commercial real estate - non-owner occupied - - - 2 1,598 453Commercial real estate - owner occupied 1 512 - - - -Total 1 $ 512 $ - 4 $ 1,804 $ 519 In the above table, 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 206000 66000 2 1598000 453000 1 512000 1 512000 4 1804000 519000 Loans modified as a TDR within the previous twelve months that subsequently defaulted during the twelve months ended:(dollars in thousands)December 31, 2021 December 31, 2020 Number of Recorded Number of Recorded contracts investment contracts investmentCommercial and industrial - $ - 2 $ 206Total - $ - 2 $ 206 In the above table, the period end balances are inclusive of all partial pay downs and charge-offs since the modification date. 2 206000 2 206000 3500000 3200000 500000 700000 Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2021past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ - $ 4  $ 154  $ 158  $ 236,146  $ 236,304  $ -Commercial real estate: Non-owner occupied - 675  478  1,153  311,695  312,848  -Owner occupied - - 1,570  1,570  247,185  248,755  -Construction - - - - 21,147  21,147  -Consumer: Home equity installment 87  32  - 119  47,452  47,571  -Home equity line of credit - - 97  97  54,781  54,878  -Auto loans 410  45  78  533  117,496  118,029  -Direct finance leases 173  38  64  275  24,528  24,803 (2) 64 Other 49  17  - 66  7,947  8,013  -Residential: Real estate - 452  572  1,024  324,837  325,861  -Construction - - - - 34,919  34,919  -Total$ 719  $ 1,263  $ 3,013  $ 4,995  $ 1,428,133  $ 1,433,128  $ 64 (1) Includes non-accrual loans. (2) Net of unearned lease revenue of $1.4 million. (3) Includes net deferred loan costs of $3.0 million. Recorded Past due investment past 30 - 59 Days 60 - 89 Days 90 days Total Total due ≥ 90 days December 31, 2020past due past due or more (1) past due Current loans (3) and accruing Commercial and industrial$ 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 $1.7 million. 4000 154000 158000 236146000 236304000 675000 478000 1153000 311695000 312848000 1570000 1570000 247185000 248755000 21147000 21147000 87000 32000 119000 47452000 47571000 97000 97000 54781000 54878000 410000 45000 78000 533000 117496000 118029000 173000 38000 64000 275000 24528000 24803000 64000 49000 17000 66000 7947000 8013000 452000 572000 1024000 324837000 325861000 34919000 34919000 719000 1263000 3013000 4995000 1428133000 1433128000 64000 1400000 3000000.0 288000 505000 590000 1383000 279374000 280757000 79000 846000 925000 191218000 192143000 1000 1123000 1124000 178799000 179923000 10231000 10231000 102000 61000 163000 39984000 40147000 24000 395000 419000 49306000 49725000 197000 25000 27000 249000 98137000 98386000 294000 61000 355000 18581000 18936000 61000 9000 9000 7593000 7602000 74000 727000 801000 217644000 218445000 23357000 23357000 994000 604000 3830000 5428000 1114224000 1119652000 61000 1200000 1700000 Impaired loans, segregated by class, as of the period indicated are detailed below: Recorded Recorded Unpaid investment investment Total principal with with no recorded Related(dollars in thousands)balance allowance allowance investment allowanceDecember 31, 2021 Commercial and industrial$ 218  $ 18  $ 136  $ 154  $ 18 Commercial real estate: Non-owner occupied 2,470  1,674  796  2,470  474 Owner occupied 3,185  1,802  762  2,564  763 Consumer: Home equity installment 33  - - - -Home equity line of credit 137  - 97  97  -Auto loans 98  10  68  78  4 Residential: Real estate 699  - 572  572  -Total$ 6,840  $ 3,504  $ 2,431  $ 5,935  $ 1,259  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 December 31, 2021, impaired loans totaled $5.9 million consisting of $3.0 million in accruing TDRs and $2.9 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 December 31, 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 $0.7 million as of December 31, 2020.A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect the payments in accordance with the contractual terms of the loan. Factors considered in determining impairment include payment status, collateral value, and the probability of collecting payments when due. The significance of payment delays and/or shortfalls is determined on a case-by-case basis. All circumstances surrounding the loan are considered. Such factors include the length of the delinquency, the underlying reasons and the borrower’s prior payment record. Impairment is measured on these loans on a loan-by-loan basis. Impaired loans include non-accrual loans, TDRs and other loans deemed to be impaired based on the aforementioned factors.The following table presents the average recorded investments in impaired loans and related amount of interest income recognized during the periods indicated below. The average balances are calculated based on the quarter-end balances of impaired loans. Payments received from non-accruing impaired loans are first applied against the outstanding principal balance, then to the recovery of any charged-off amounts. Any excess is treated as a recovery of interest income. Payments received from accruing impaired loans are applied to principal and interest, as contractually agreed upon.‎ December 31, 2021 December 31, 2020 Cash basis Cash basis Average Interest interest Average Interest interest recorded income income recorded income income(dollars in thousands)investment recognized recognized investment recognized recognized Commercial and industrial$ 380  $ 2  $ - $ 404  $ 1  $ -Commercial real estate: Non-owner occupied 2,698  195  - 1,939  96  -Owner occupied 1,883  55  - 1,848  48  -Construction - - - - - -Consumer: Home equity installment 28  6  - 53  - -Home equity line of credit 202  20  - 368  - -Auto loans 42  2  - 51  2  -Direct finance leases - - - - - -Other - - - - - -Residential: Real estate 682  - - 819  - -Construction - - - - - -Total$ 5,915  $ 280  $ - $ 5,482  $ 147  $ - 218000 18000 136000 154000 18000 2470000 1674000 796000 2470000 474000 3185000 1802000 762000 2564000 763000 33000 137000 97000 97000 98000 10000 68000 78000 4000 699000 572000 572000 6840000 3504000 2431000 5935000 1259000 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 5900000 3000000.0 2900000 6300000 2500000 3800000 3 2 600000 4 3 700000 380000 2000 404000 1000 2698000 195000 1939000 96000 1883000 55000 1848000 48000 28000 6000 53000 202000 20000 368000 42000 2000 51000 2000 682000 819000 5915000 280000 5482000 147000 5200000 247000 0 3000000.0 1700000 Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2021(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 234,822  $ 339  $ 2,400  $ - $ 237,561 Commercial real estate - non-owner occupied 289,679  16,614  6,555  - 312,848 Commercial real estate - owner occupied 228,889  7,089  11,520  - 247,498 Commercial real estate - construction 21,147  - - - 21,147 Total commercial$ 774,537  $ 24,042  $ 20,475  $ - $ 819,054  Consumer & Mortgage lending credit exposureCredit risk profile based on payment activity December 31, 2021(dollars in thousands) Performing Non-performing TotalConsumer Home equity installment $ 47,571  $ - $ 47,571 Home equity line of credit 54,781  97  54,878 Auto loans 117,951  78  118,029 Direct finance leases (1) 24,739  64  24,803 Other 8,013  - 8,013 Total consumer 253,055  239  253,294 Residential Real estate 325,289  572  325,861 Construction 34,919  - 34,919 Total residential 360,208  572  360,780 Total consumer & residential $ 613,263  $ 811  $ 614,074 (1)Net of unearned lease revenue of $1.4 million. Commercial credit exposureCredit risk profile by creditworthiness category December 31, 2020(dollars in thousands)Pass Special mention Substandard Doubtful Total Commercial and industrial$ 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 $1.2 million. 234822000 339000 2400000 237561000 289679000 16614000 6555000 312848000 228889000 7089000 11520000 247498000 21147000 21147000 774537000 24042000 20475000 819054000 47571000 47571000 54781000 97000 54878000 117951000 78000 118029000 24739000 64000 24803000 8013000 8013000 253055000 239000 253294000 325289000 572000 325861000 34919000 34919000 360208000 572000 360780000 613263000 811000 614074000 1400000 272889000 4162000 3706000 280757000 179311000 6445000 6387000 192143000 167873000 3241000 8809000 179923000 8635000 1233000 363000 10231000 628708000 15081000 19265000 663054000 40086000 61000 40147000 49330000 395000 49725000 98359000 27000 98386000 18875000 61000 18936000 7602000 7602000 214252000 544000 214796000 217718000 727000 218445000 23357000 23357000 241075000 727000 241802000 455327000 1271000 456598000 1200000 As of and for the year ended December 31, 2021 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 2,407  $ 6,383  $ 2,552  $ 2,781  $ 79  $ 14,202 Charge-offs (130) (491) (206) (162) - (989)Recoveries 23  250  138  - - 411 Provision (96) 1,280  (80) 889  7  2,000 Ending balance$ 2,204  $ 7,422  $ 2,404  $ 3,508  $ 86  $ 15,624 Ending balance: individually evaluated for impairment$ 18  $ 1,237  $ 4  $ - $ - $ 1,259 Ending balance: collectively evaluated for impairment$ 2,186  $ 6,185  $ 2,400  $ 3,508  $ 86  $ 14,365 Loans Receivables: Ending balance (2)$ 236,304  $ 582,750  $ 253,294 (1)$ 360,780  $ - $ 1,433,128 Ending balance: individually evaluated for impairment$ 154  $ 5,034  $ 175  $ 572  $ - $ 5,935 Ending balance: collectively evaluated for impairment$ 236,150  $ 577,716  $ 253,119  $ 360,208  $ - $ 1,427,193 (1) Net of unearned lease revenue of $1.4 million. (2) Includes $3.0 million of net deferred loan costs. As of and for the year ended December 31, 2020 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 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 $1.7 million of net deferred loan costs. ‎ As of and for the year ended December 31, 2019 Commercial & Commercial Residential (dollars in thousands)industrial real estate Consumer real estate Unallocated TotalAllowance for Loan Losses: Beginning balance$ 1,432  $ 3,901  $ 2,548  $ 1,844  $ 22  $ 9,747 Charge-offs (184) (597) (398) (330) - (1,509)Recoveries 32  317  67  8  - 424 Provision 204  312  (204) 756  17  1,085 Ending balance$ 1,484  $ 3,933  $ 2,013  $ 2,278  $ 39  $ 9,747  2407000 6383000 2552000 2781000 79000 14202000 130000 491000 206000 162000 989000 23000 250000 138000 411000 -96000 1280000 -80000 889000 7000 2000000 2204000 7422000 2404000 3508000 86000 15624000 18000 1237000 4000 1259000 2186000 6185000 2400000 3508000 86000 14365000 236304000 582750000 253294000 360780000 1433128000 154000 5034000 175000 572000 5935000 236150000 577716000 253119000 360208000 1427193000 1400000 3000000.0 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 1432000 3901000 2548000 1844000 22000 9747000 184000 597000 398000 330000 1509000 32000 317000 67000 8000 424000 204000 312000 -204000 756000 17000 1085000 1484000 3933000 2013000 2278000 39000 9747000 2 7700000 6000000.0 17100000 12900000 (dollars in thousands)Amount 2022$ 7,8812023 6,2862024 8,4972025 3,4442026 1242027 and thereafter -Total future minimum lease payments receivable 26,232Less: Unearned income (1,429)Undiscounted cash flows to be received$ 24,803 7881000 6286000 8497000 3444000 124000 26232000 1429000 24803000 6.BANK PREMISES AND EQUIPMENTComponents of bank premises and equipment are summarized as follows: As of December 31,(dollars in thousands)2021 2020 Land$ 3,657 $ 3,655Bank premises 20,515 19,788Furniture, fixtures and equipment 15,833 13,728Leasehold improvements 9,851 9,618Construction in process 494 307 Total 50,350 47,096 Less accumulated depreciation and amortization (21,040) (19,470) Bank premises and equipment, net$ 29,310 $ 27,626 Depreciation expense, which includes amortization of leasehold improvements, was $2.2 million, $1.9 million and $1.5 million for the years ended December 31, 2021, 2020 and 2019. The estimated useful life was 40 years for bank premises, 3 to 7 years for furniture and fixtures and for leasehold improvements was the term of the lease.During the first quarter of 2014, the Company received through foreclosure the deed that secured the collateral for a non-owner occupied commercial real estate loan that was on non-accrual status. The loan, in the amount $1.0 million, was transferred from loans to foreclosed assets held-for-sale and then to bank premises. Currently the building has a tenant under a lease agreement expiring in April 2022, but the Company expects to use the property for future facility expansion. As of December 31,(dollars in thousands)2021 2020 Land$ 3,657 $ 3,655Bank premises 20,515 19,788Furniture, fixtures and equipment 15,833 13,728Leasehold improvements 9,851 9,618Construction in process 494 307 Total 50,350 47,096 Less accumulated depreciation and amortization (21,040) (19,470) Bank premises and equipment, net$ 29,310 $ 27,626 3657000 3655000 20515000 19788000 15833000 13728000 9851000 9618000 494000 307000 50350000 47096000 21040000 19470000 29310000 27626000 2200000 1900000 1500000 P40Y P3Y P7Y 1000000.0 7.DEPOSITSThe scheduled maturities of certificates of deposit as of December 31, 2021 were as follows: (dollars in thousands)Amount Percent2022$ 104,801 75.5%2023 19,791 14.3 2024 5,216 3.8 2025 3,206 2.3 2026 4,915 3.5 2027 and thereafter 798 0.6 Total$ 138,727 100.0% Certificates of deposit of $250,000 or more aggregated $23.0 million and $41.1 million at December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, $0.6 million and $0.5 million of overdraft deposits have been reclassified as loan balances.As of December 31, 2021, investment securities with a combined fair value of $738.7 million were available to be pledged as qualifying collateral to secure public deposits and trust funds. The Company required $447.6 million of the qualifying collateral to secure such deposits as of December 31, 2021 and the balance of $291.1 million was available for other pledging needs. (dollars in thousands)Amount Percent2022$ 104,801 75.5%2023 19,791 14.3 2024 5,216 3.8 2025 3,206 2.3 2026 4,915 3.5 2027 and thereafter 798 0.6 Total$ 138,727 100.0% 104801000 0.755 19791000 0.143 5216000 0.038 3206000 0.023 4915000 0.035 798000 0.006 138727000 1.000 23000000.0 41100000 600000 500000 738700000 447600000 291100000 8.SHORT-TERM BORROWINGSThe Company had no short-term borrowings outstanding as of December 31, 2021 and 2020.The maximum and average amounts of short-term borrowings outstanding and related interest rates as of the periods indicated are as follows: Maximum Weighted- outstanding average at any Average rate duringRate at(dollars in thousands)month end outstanding the yearyear-endDecember 31, 2021 Overnight borrowings$ - $ 97 1.06% -% Total$ - $ 97   December 31, 2020 Overnight borrowings$ 9,159 $ 4,175 2.13% -%Paycheck Protection Program Liquidity Facility 152,791 44,990 0.35 - Total$ 161,950 $ 49,165   December 31, 2019 Overnight borrowings$ 58,747 $ 35,243 2.49%1.81%Total$ 58,747 $ 35,243   Overnight borrowings may include Fed funds purchased from correspondent banks, open repurchase agreements with the FHLB and borrowings at the Discount Window from the Federal Reserve Bank of Philadelphia (FRB). During the first half of 2020, the Company utilized the Paycheck Protection Program Liquidity Facility (PPPLF) to fund PPP lending. The PPPLF borrowings were paid off during the third quarter of 2020.FHLB borrowings are collateralized by a blanket lien on all commercial and residential real estate loans. At December 31, 2021, the Company had approximately $568.9 million available to borrow from the FHLB, $31.0 million from correspondent banks and approximately $91.7 million that it could borrow at the FRB.‎ Maximum Weighted- outstanding average at any Average rate duringRate at(dollars in thousands)month end outstanding the yearyear-endDecember 31, 2021 Overnight borrowings$ - $ 97 1.06% -% Total$ - $ 97   December 31, 2020 Overnight borrowings$ 9,159 $ 4,175 2.13% -%Paycheck Protection Program Liquidity Facility 152,791 44,990 0.35 - Total$ 161,950 $ 49,165   December 31, 2019 Overnight borrowings$ 58,747 $ 35,243 2.49%1.81%Total$ 58,747 $ 35,243   97000 0.0106 97000 9159000 4175000 0.0213 152791000 44990000 0.0035 161950000 49165000 58747000 35243000 0.0249 0.0181 58747000 35243000 568900000 31000000.0 91700000 9.FHLB ADVANCES AND OTHER BORROWINGSDuring the first quarter of 2021, the Company paid off $5 million in FHLB advances with a weighted average interest rate of 3.07%. During the third quarter of 2021, the Company acquired $4.5 million in FHLB advances from the Landmark merger that was subsequently paid off. The Company had no FHLB advances as of December 31, 2021. As of December 31, 2021, the Company had secured borrowings with a fair value of $10.6 million related to certain sold loan participations that did not qualify for sales treatment acquired from Landmark.The maturity and weighted-average interest rate of secured borrowings as of the periods indicated is as follows: As of December 31, 2021(dollars in thousands)Amount Rate 2022$ 766 3.25%2023 26 4.25 2024 2,700 4.13 2025 - - 2026 - - 2027 and thereafter 6,952 2.43 Total$ 10,444 2.69% 5000000 0.0307 4500000 0 10600000 As of December 31, 2021(dollars in thousands)Amount Rate 2022$ 766 3.25%2023 26 4.25 2024 2,700 4.13 2025 - - 2026 - - 2027 and thereafter 6,952 2.43 Total$ 10,444 2.69% 766000 0.0325 26000 0.0425 2700000 0.0413 6952000 0.0243 10444000 0.0269 10.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 2019, the Company approved a 1 year LTIP and awarded restricted stock and SSARs to senior officers and managers in February 2019 based on 2018 performance. 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 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. During the second quarter of 2020, 500 shares of restricted stock were granted to one new employee after the merger.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 third quarter of 2021, 476 shares of restricted stock were granted to one new employee after the merger.‎ The following table summarizes the weighted-average fair value and vesting of restricted stock grants awarded during 2021, 2020 and 2019 under the 2012 stock incentive plans: 2021 2020 2019 Weighted- Weighted- Weighted- Shares average grant Shares average grant Shares average grant granted date fair value granted date fair value granted date fair value Director plan 12,500(2)$ 52.00 6,000(2)$ 56.63 5,600(2)$ 54.69Omnibus plan 13,552(3) 52.00 11,761(3) 55.06 7,251(2) 54.69Omnibus plan 50(1) 58.17 50(1) 57.62 50(1) 58.08Omnibus plan 36(3) 58.17 500(2) 34.02 - -Omnibus plan 476(2) 52.62 - - - -Total 26,614 $ 52.03 18,311 $ 55.00 12,901 $ 54.70(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, 2018 12,600 17,360 29,960 $ 38.99Granted 5,600 7,301 12,901 54.70Forfeited - (126) (126) 54.69Vested (7,000) (8,574) (15,574) 33.81Non-vested balance at December 31, 2019 11,200 15,961 27,161 $ 49.48Granted 6,000 12,311 18,311 55.00Forfeited - - - Vested (7,798) (7,597) (15,395) 48.47Non-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 December 31, 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, 2018 89,250 $ 8.36 8.2Granted 11,073 16.79 10.0Exercised (3,059) 3.48 Forfeited - - Outstanding December 31, 2019 97,264 $ 9.47 7.5Granted - - -Exercised - - -Forfeited - - -Outstanding December 31, 2020 97,264 $ 9.47 6.5Granted - Exercised (2,932) 3.48 Forfeited - Outstanding December 31, 2021 94,332 $ 9.66 5.5 Of the SSARs outstanding at December 31, 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. During 2019, there were 3,059 SSARs exercised. The intrinsic value recorded for these SSARs was $10,631. The tax deduction realized from the exercise of these SSARs was $108,134 resulting in a tax benefit of $22,708. 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 years ended December 31, 2021, 2020 and 2019 and the unrecognized stock-based compensation expense as of December 31, 2021: (dollars in thousands) 2021 2020 2019Stock-based compensation expense: Director stock incentive plan $ 422 $ 434 $ 240Omnibus stock incentive plan 640 740 611Employee stock purchase plan 44 27 107Total stock-based compensation expense $ 1,106 $ 1,201 $ 958In addition, during 2021, 2020 and 2019 the Company reversed accruals of ($10 thousand), ($0.1 million) and ($0.1 million) in stock-based compensation expense for restricted stock and SSARs to be awarded under the Omnibus Plan. As of(dollars in thousands) December 31, 2021Unrecognized stock-based compensation expense: Director plan $ 498Omnibus plan 781Total unrecognized stock-based compensation expense $ 1,279The unrecognized stock-based compensation expense as of December 31, 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 December 31, 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.The Company also established the dividend reinvestment plan (the DRP) for its shareholders. The DRP is designed to avail the Company’s stock at no transactional cost to its shareholders. Cash dividends paid to shareholders who are enrolled in the DRP plus voluntary cash deposits received can be used to purchase shares, directly from the Company, from shares that become available in the open market or in negotiated transactions with third parties. The Company has reserved 750,000 shares of its un-issued capital stock for issuance under the DRP. As of December 31, 2021, there were 591,730 shares available for future issuance. 2 750000 0 P3Y P2Y P10Y P1Y P2Y P10Y P1Y 500 1 P1Y 476 1 2021 2020 2019 Weighted- Weighted- Weighted- Shares average grant Shares average grant Shares average grant granted date fair value granted date fair value granted date fair value Director plan 12,500(2)$ 52.00 6,000(2)$ 56.63 5,600(2)$ 54.69Omnibus plan 13,552(3) 52.00 11,761(3) 55.06 7,251(2) 54.69Omnibus plan 50(1) 58.17 50(1) 57.62 50(1) 58.08Omnibus plan 36(3) 58.17 500(2) 34.02 - -Omnibus plan 476(2) 52.62 - - - -Total 26,614 $ 52.03 18,311 $ 55.00 12,901 $ 54.70(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 5600 54.69 13552 52.00 11761 55.06 7251 54.69 50 58.17 50 57.62 50 58.08 36 58.17 500 34.02 476 52.62 26614 52.03 18311 55.00 12901 54.70 P1Y P1Y P1Y P3Y P3Y P3Y P3Y P3Y P3Y 0.33 0.33 0.33 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, 2018 12,600 17,360 29,960 $ 38.99Granted 5,600 7,301 12,901 54.70Forfeited - (126) (126) 54.69Vested (7,000) (8,574) (15,574) 33.81Non-vested balance at December 31, 2019 11,200 15,961 27,161 $ 49.48Granted 6,000 12,311 18,311 55.00Forfeited - - - Vested (7,798) (7,597) (15,395) 48.47Non-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 December 31, 2021 14,920 28,123 43,043 $ 53.20 12600 17360 29960 38.99 5600 7301 12901 54.70 126 126 54.69 7000 8574 15574 33.81 11200 15961 27161 49.48 6000 12311 18311 55.00 7798 7597 15395 48.47 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, 2018 89,250 $ 8.36 8.2Granted 11,073 16.79 10.0Exercised (3,059) 3.48 Forfeited - - Outstanding December 31, 2019 97,264 $ 9.47 7.5Granted - - -Exercised - - -Forfeited - - -Outstanding December 31, 2020 97,264 $ 9.47 6.5Granted - Exercised (2,932) 3.48 Forfeited - Outstanding December 31, 2021 94,332 $ 9.66 5.5 Of the SSARs outstanding at December 31, 2021, 90,639 vested and were exercisable. SSARs vest over a three year period – 33% per year. 89250 8.36 P8Y2M12D 11073 16.79 P10Y 3059 3.48 97264 9.47 P7Y6M 0 97264 9.47 P6Y6M 2932 3.48 94332 9.66 P5Y6M 90639 P3Y 0.33 2932 10190 125810 26420 0 3059 10631 108134 22708 (dollars in thousands) 2021 2020 2019Stock-based compensation expense: Director stock incentive plan $ 422 $ 434 $ 240Omnibus stock incentive plan 640 740 611Employee stock purchase plan 44 27 107Total stock-based compensation expense $ 1,106 $ 1,201 $ 958In addition, during 2021, 2020 and 2019 the Company reversed accruals of ($10 thousand), ($0.1 million) and ($0.1 million) in stock-based compensation expense for restricted stock and SSARs to be awarded under the Omnibus Plan. 422000 434000 240000 640000 740000 611000 44000 27000 107000 1106000 1201000 958000 -10000 -100000 -100000 As of(dollars in thousands) December 31, 2021Unrecognized stock-based compensation expense: Director plan $ 498Omnibus plan 781Total unrecognized stock-based compensation expense $ 1,279The unrecognized stock-based compensation expense as of December 31, 2021 will be recognized ratably over the periods ended February 2024 and July 2024 for the Director Plan and the Omnibus Plan, respectively. 498000 781000 1279000 165000 89642 750000 591730 11.INCOME TAXESPursuant to the accounting guidelines related to income taxes, the Company has evaluated its material tax positions as of December 31, 2021 and 2020. Under the “more-likely-than-not” threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. In periods subsequent to December 31, 2021, determinations of potentially adverse material tax positions will be evaluated to determine whether an uncertain tax position may have previously existed or has been originated. In the event an adverse tax position is determined to exist, penalty and interest will be accrued, in accordance with the Internal Revenue Service (IRS) guidelines, and will be recorded as a component of other expenses in the Company’s consolidated statements of income.As of December 31, 2021, there were no unrecognized tax benefits that, if recognized, would significantly affect the Company’s effective tax rate. Also, there were no penalties and interest recognized in the consolidated statements of income in 2021, 2020 and 2019 as a result of management’s evaluation of whether an uncertain tax position may exist nor does the Company foresee a change in its material tax positions that would give rise to the non-recognition of an existing tax benefit during the forthcoming twelve months. Tax returns filed with the IRS are subject to review by law under a three-year statute of limitations. The Company has not received notification from the IRS regarding adverse tax issues for the current year or from tax returns filed for tax years 2020, 2019 or 2018. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The bill reduced the Company’s federal corporate income tax rate from 34% to 21% effective January 1, 2018. The following temporary differences gave rise to the net deferred tax liability, a component of other assets in the consolidated balance sheets, as of the periods indicated: As of December 31,(dollars in thousands)2021 2020Deferred tax assets: Allowance for loan losses$ 3,281 $ 2,936Deferred interest from non-accrual assets 251 206Operating lease liabilities 2,022 1,605Acquisition accounting 2,087 479Other 1,029 594Total 8,670 5,820 Deferred tax liabilities: Net unrealized gains on available-for-sale securities (48) (2,380)Loan fees and costs (1,397) (1,013)Automobile leasing (5,162) (4,287)Operating lease right-of-use assets (1,891) (1,487)Depreciation (1,594) (1,411)Mortgage loan servicing rights (357) (278)Total (10,449) (10,856)Deferred tax liability, net$ (1,779) $ (5,036) The components of the total provision for income taxes for the years indicated are as follows: Years ended December 31,(dollars in thousands)2021 2020 2019 Current$ 4,904 $ 2,336 $ 1,985Deferred (903) (87) 341Total provision for income taxes$ 4,001 $ 2,249 $ 2,326 The reconciliation between the expected statutory income tax and the actual provision for income taxes is as follows: Years ended December 31, (dollars in thousands)2021 2020 2019Expected provision at the statutory rate$ 5,873 $ 3,203 $ 2,919Tax-exempt income (1,686) (865) (592)Bank owned life insurance (232) (167) (136)Nondeductible interest expense 87 54 37Nondeductible other expenses and other, net 49 (8) 98Tax credits (135) - -State income tax 45 32 -Actual provision for income taxes$ 4,001 $ 2,249 $ 2,326 0 0 0 0 0.34 0.21 As of December 31,(dollars in thousands)2021 2020Deferred tax assets: Allowance for loan losses$ 3,281 $ 2,936Deferred interest from non-accrual assets 251 206Operating lease liabilities 2,022 1,605Acquisition accounting 2,087 479Other 1,029 594Total 8,670 5,820 Deferred tax liabilities: Net unrealized gains on available-for-sale securities (48) (2,380)Loan fees and costs (1,397) (1,013)Automobile leasing (5,162) (4,287)Operating lease right-of-use assets (1,891) (1,487)Depreciation (1,594) (1,411)Mortgage loan servicing rights (357) (278)Total (10,449) (10,856)Deferred tax liability, net$ (1,779) $ (5,036) 3281000 2936000 251000 206000 2022000 1605000 2087000 479000 1029000 594000 8670000 5820000 48000 2380000 1397000 1013000 5162000 4287000 1891000 1487000 1594000 1411000 357000 278000 10449000 10856000 1779000 5036000 Years ended December 31,(dollars in thousands)2021 2020 2019 Current$ 4,904 $ 2,336 $ 1,985Deferred (903) (87) 341Total provision for income taxes$ 4,001 $ 2,249 $ 2,326 4904000 2336000 1985000 -903000 -87000 341000 4001000 2249000 2326000 Years ended December 31, (dollars in thousands)2021 2020 2019Expected provision at the statutory rate$ 5,873 $ 3,203 $ 2,919Tax-exempt income (1,686) (865) (592)Bank owned life insurance (232) (167) (136)Nondeductible interest expense 87 54 37Nondeductible other expenses and other, net 49 (8) 98Tax credits (135) - -State income tax 45 32 -Actual provision for income taxes$ 4,001 $ 2,249 $ 2,326 5873000 3203000 2919000 1686000 865000 592000 232000 167000 136000 -87000 -54000 -37000 49000 -8000 98000 -135000 45000 32000 4001000 2249000 2326000 12.RETIREMENT PLANThe Company has a defined contribution profit sharing 401(k) plan covering substantially all of its employees. The plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions to the plan approximated $1.0 million, $0.7 million and $0.5 million in 2021, 2020 and 2019. 1000000.0 700000 500000 13.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: December 31, 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$ 96,877  $ 96,877  $ 96,877  $ - $ -Available-for-sale debt securities 738,980  738,980  - 738,980  -Restricted investments in bank stock 3,206  3,206  - 3,206  -Loans and leases, net 1,417,504  1,404,103  - - 1,404,103 Loans held-for-sale 31,727  32,013  - 32,013  -Accrued interest receivable 7,526  7,526  - 7,526  -Financial liabilities: Deposits with no stated maturities 2,031,072  2,031,072  - 2,031,072  -Time deposits 138,793  138,291  - 138,291  -Secured borrowings 10,620  10,690  - - 10,690 Accrued interest payable 155  155  - 155  - 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 21, “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. Secured borrowings: The fair value for these obligations uses an income approach based on expected cash flows on a pooled basis.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)December 31, 2021 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 117,003  $ - $ 117,003  $ -Obligations of states and political subdivisions 364,710  - 364,710  -MBS - GSE residential 257,267  - 257,267  -Total available-for-sale debt securities$ 738,980  $ - $ 738,980  $ - 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 December 31, 2021 and 2020, respectively. The following table illustrates the financial instruments 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 December 31, 2021 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,245 $ - $ - $ 2,245Other real estate owned 198 - - 198Total$ 2,443 $ - $ - $ 2,443 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 December 31, 2021 and December 31, 2020, the range of liquidation expenses and other valuation adjustments applied to impaired loans ranged from -33.08% 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 -44.50% as of December 31, 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 December 31, 2021 and December 31, 2020, the discounts applied to the appraised values of ORE ranged from -20.16% and -77.60% and from -21.47% and -77.60%, respectively. As of December 31, 2021, and December 31, 2020, the weighted average of discount to the appraisal values of ORE amounted to -28.21% and -31.30%, respectively. At December 31, 2021 and 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.Financial Instruments with Off-Balance Sheet RiskThe Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of the Company’s involvement in particular classes of financial instruments. Because of the nature of these instruments, the fair values of these off-balance sheet items are not material.The notional amount of the Company’s financial instruments with off-balance sheet risk was as follows: December 31,(dollars in thousands) 2021 2020Off-balance sheet financial instruments: Commitments to extend credit$ 306,852 $ 262,816Standby letters of credit 6,352 3,946 Commitments to Extend Credit and Standby Letters of CreditThe Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The Company evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by the Company on extension of credit, is based on management’s credit assessment of the customer.Financial standby letters of credit are conditional commitments issued by the Company to guarantee performance of a customer to a third party. Those guarantees are issued primarily to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The Company’s performance under the guarantee is required upon presentation by the beneficiary of the financial standby letter of credit. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company was not required to recognize any liability in connection with the issuance of these financial standby letters of credit.The following table summarizes outstanding financial letters of credit as of December 31, 2021: More than Less than one year to Over five (dollars in thousands)one year five years years TotalSecured by: Collateral$ 1,835 $ 423 $ 2,014 $ 4,272Bank lines of credit 353 108 - 461Other 1,152 - - 1,152 3,340 531 2,014 5,885Unsecured 30 437 - 467Total$ 3,370 $ 968 $ 2,014 $ 6,352 The Company has not incurred losses on its commitments in 2021, 2020 or 2019. December 31, 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$ 96,877  $ 96,877  $ 96,877  $ - $ -Available-for-sale debt securities 738,980  738,980  - 738,980  -Restricted investments in bank stock 3,206  3,206  - 3,206  -Loans and leases, net 1,417,504  1,404,103  - - 1,404,103 Loans held-for-sale 31,727  32,013  - 32,013  -Accrued interest receivable 7,526  7,526  - 7,526  -Financial liabilities: Deposits with no stated maturities 2,031,072  2,031,072  - 2,031,072  -Time deposits 138,793  138,291  - 138,291  -Secured borrowings 10,620  10,690  - - 10,690 Accrued interest payable 155  155  - 155  - 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  - 96877000 96877000 96877000 738980000 738980000 738980000 3206000 3206000 3206000 1417504000 1404103000 1404103000 31727000 32013000 32013000 7526000 7526000 7526000 2031072000 2031072000 2031072000 138793000 138291000 138291000 10620000 10690000 10690000 155000 155000 155000 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)December 31, 2021 (Level 1) (Level 2) (Level 3)Available-for-sale securities: Agency - GSE$ 117,003  $ - $ 117,003  $ -Obligations of states and political subdivisions 364,710  - 364,710  -MBS - GSE residential 257,267  - 257,267  -Total available-for-sale debt securities$ 738,980  $ - $ 738,980  $ - 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  $ - 117003000 117003000 364710000 364710000 257267000 257267000 738980000 738980000 45447000 45447000 199713000 199713000 147260000 147260000 392420000 392420000 Quoted prices in Significant other Significant other Total carrying value active markets observable inputs unobservable inputs(dollars in thousands)at December 31, 2021 (Level 1) (Level 2) (Level 3)Impaired loans$ 2,245 $ - $ - $ 2,245Other real estate owned 198 - - 198Total$ 2,443 $ - $ - $ 2,443 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 2245000 2245000 198000 198000 2443000 2443000 2930000 2930000 182000 182000 3112000 3112000 -0.3308 -0.4766 -0.2704 -0.7066 -0.4450 -0.4449 -0.2016 -0.7760 -0.2147 -0.7760 -0.2821 -0.3130 0 0 December 31,(dollars in thousands) 2021 2020Off-balance sheet financial instruments: Commitments to extend credit$ 306,852 $ 262,816Standby letters of credit 6,352 3,946 306852000 262816000 6352000 3946000 More than Less than one year to Over five (dollars in thousands)one year five years years TotalSecured by: Collateral$ 1,835 $ 423 $ 2,014 $ 4,272Bank lines of credit 353 108 - 461Other 1,152 - - 1,152 3,340 531 2,014 5,885Unsecured 30 437 - 467Total$ 3,370 $ 968 $ 2,014 $ 6,352 1835000 423000 2014000 4272000 353000 108000 461000 1152000 1152000 3340000 531000 2014000 5885000 30000 437000 467000 3370000 968000 2014000 6352000 0 0 0 14.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 years ended December 31, 2021, 2020 and 2019, there were 28,770, 24,644 and 32,091 potentially dilutive shares related to issued and unexercised SSARs. The calculation did not include 11,073 unexercised SSARs that could potentially dilute earnings per share but their effect was antidilutive as of December 31, 2021. For restricted stock, dilution would occur from the Company’s previously granted but unvested shares. There were 12,705, 5,496 and 10,720 potentially dilutive shares related to unvested restricted share grants as of the years ended December 31, 2021, 2020 and 2019, 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 years indicated: 2021 2020 2019(dollars in thousands except per share data) Basic EPS: Net income available to common shareholders$ 24,008 $ 13,035 $ 11,576Weighted-average common shares outstanding 5,321,687 4,586,224 3,779,582Basic EPS$ 4.51 $ 2.84 $ 3.06 Diluted EPS: Net income available to common shareholders$ 24,008 $ 13,035 $ 11,576Weighted-average common shares outstanding 5,321,687 4,586,224 3,779,582Potentially dilutive common shares 41,475 30,140 42,811Weighted-average common and potentially dilutive shares outstanding 5,363,162 4,616,364 3,822,393Diluted EPS$ 4.48 $ 2.82 $ 3.03 2 28770 24644 32091 11073 12705 5496 10720 2021 2020 2019(dollars in thousands except per share data) Basic EPS: Net income available to common shareholders$ 24,008 $ 13,035 $ 11,576Weighted-average common shares outstanding 5,321,687 4,586,224 3,779,582Basic EPS$ 4.51 $ 2.84 $ 3.06 Diluted EPS: Net income available to common shareholders$ 24,008 $ 13,035 $ 11,576Weighted-average common shares outstanding 5,321,687 4,586,224 3,779,582Potentially dilutive common shares 41,475 30,140 42,811Weighted-average common and potentially dilutive shares outstanding 5,363,162 4,616,364 3,822,393Diluted EPS$ 4.48 $ 2.82 $ 3.03 24008000 13035000 11576000 5321687 4586224 3779582 4.51 2.84 3.06 24008000 13035000 11576000 5321687 4586224 3779582 41475 30140 42811 5363162 4616364 3822393 4.48 2.82 3.03 15.REGULATORY MATTERSThe 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 December 31, 2021 and 2020, the Company and the Bank exceeded all capital adequacy requirements to which it was subject.‎ The following table reflects the actual and required capital and the related capital ratios as of the periods indicated. No amounts were deducted from capital for interest-rate risk in either 2021 or 2020. For capital adequacy To be well capitalized For capital purposes with capital under prompt corrective Actualadequacy purposes conservation buffer* action provisions(dollars in thousands)Amount RatioAmountRatio AmountRatio AmountRatioAs of December 31, 2021: Total capital (to risk-weighted assets) Consolidated$ 205,667  14.5%≥ $ 113,421  8.0%≥ $ 148,866  10.5% N/A N/ABank$ 205,726  14.5%≥ $ 113,406  8.0%≥ $ 148,845  10.5% ≥ $ 141,757  10.0% Tier 1 common equity (to risk-weighted assets) Consolidated$ 189,980  13.4%≥ $ 63,800  4.5%≥ $ 99,244  7.0% N/A N/ABank$ 190,039  13.4%≥ $ 63,791  4.5%≥ $ 99,230  7.0% ≥$ 92,142  6.5% Tier I capital (to risk-weighted assets) Consolidated$ 189,980  13.4%≥ $ 85,066  6.0%≥ $ 120,510  8.5% N/A N/ABank$ 190,039  13.4%≥ $ 85,054  6.0%≥ $ 120,493  8.5% ≥$ 113,406  8.0% Tier I capital (to average assets) Consolidated$ 189,980  7.9%≥$ 95,688  4.0%≥$ 95,688  4.0% N/A N/ABank$ 190,039  7.9%≥$ 95,680  4.0%≥$ 95,680  4.0% ≥$ 119,600  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/ABank$ 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/ABank$ 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/ABank$ 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/ABank$ 148,879  8.8%≥$ 67,584  4.0%≥$ 67,584  4.0% ≥$ 84,479  5.0% * The minimums under Basel III increased to include the capital conservation buffer of 2.50%. The Company’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations and Pennsylvania law limit the amount of dividends that may be paid from the Bank to the Company without prior approval of regulatory agencies. Accordingly, at December 31, 2021, approximately $114.6 million was available for dividend distribution from the Bank to the Company in 2021. ‎ 0.08 0.045 0.06 0.04 0.0250 For capital adequacy To be well capitalized For capital purposes with capital under prompt corrective Actualadequacy purposes conservation buffer* action provisions(dollars in thousands)Amount RatioAmountRatio AmountRatio AmountRatioAs of December 31, 2021: Total capital (to risk-weighted assets) Consolidated$ 205,667  14.5%≥ $ 113,421  8.0%≥ $ 148,866  10.5% N/A N/ABank$ 205,726  14.5%≥ $ 113,406  8.0%≥ $ 148,845  10.5% ≥ $ 141,757  10.0% Tier 1 common equity (to risk-weighted assets) Consolidated$ 189,980  13.4%≥ $ 63,800  4.5%≥ $ 99,244  7.0% N/A N/ABank$ 190,039  13.4%≥ $ 63,791  4.5%≥ $ 99,230  7.0% ≥$ 92,142  6.5% Tier I capital (to risk-weighted assets) Consolidated$ 189,980  13.4%≥ $ 85,066  6.0%≥ $ 120,510  8.5% N/A N/ABank$ 190,039  13.4%≥ $ 85,054  6.0%≥ $ 120,493  8.5% ≥$ 113,406  8.0% Tier I capital (to average assets) Consolidated$ 189,980  7.9%≥$ 95,688  4.0%≥$ 95,688  4.0% N/A N/ABank$ 190,039  7.9%≥$ 95,680  4.0%≥$ 95,680  4.0% ≥$ 119,600  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/ABank$ 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/ABank$ 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/ABank$ 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/ABank$ 148,879  8.8%≥$ 67,584  4.0%≥$ 67,584  4.0% ≥$ 84,479  5.0% * The minimums under Basel III increased to include the capital conservation buffer of 2.50%. 205667000 0.145 113421000 0.080 148866000 0.00105 205726000 0.145 113406000 0.080 148845000 0.00105 141757000 0.100 189980000 0.134 63800000 0.00045 99244000 0.00070 190039000 0.134 63791000 0.00045 99230000 0.00070 92142000 0.00065 189980000 0.134 85066000 0.060 120510000 0.00085 190039000 0.134 85054000 0.060 120493000 0.00085 113406000 0.080 189980000 0.079 95688000 0.040 95688000 0.00040 190039000 0.079 95680000 0.040 95680000 0.00040 119600000 0.050 161199000 0.165 78356000 0.080 102842000 0.00105 161145000 0.165 78342000 0.080 102823000 0.00105 97927000 0.100 148931000 0.152 44075000 0.00045 68562000 0.00070 148879000 0.152 44067000 0.00045 68549000 0.00070 63653000 0.00065 148931000 0.152 58767000 0.060 83253000 0.00085 148879000 0.152 58756000 0.060 83238000 0.00085 78342000 0.080 148931000 0.088 67584000 0.040 67584000 0.00040 148879000 0.088 67584000 0.040 67584000 0.00040 84479000 0.050 0.0250 114600000 16.RELATED PARTY TRANSACTIONSDuring the ordinary course of business, loans are made to executive officers, directors, greater than 5% shareholders and associates of such persons. These transactions are executed on substantially the same terms and at the rates prevailing at the time for comparable transactions with others. These loans do not involve more than the normal risk of collectability or present other unfavorable features. A summary of loan activity with officers, directors, associates of such persons and shareholders who own more than 5% of the Company’s outstanding shares is as follows: Years ended December 31,(dollars in thousands)2021 2020 2019Balance, beginning$ 9,885 $ 6,765 $ 6,542Adjustments for changes in position 1,022 (1,063) -Additions 7,228 7,156 1,864Collections (6,630) (2,973) (1,641) Balance, ending$ 11,505 $ 9,885 $ 6,765As of December 31, 2021, 2020 and 2019, deposits from executive officers and directors approximated $39.0 million, $27.9 million and $14.8 million, respectively. 0.05 Years ended December 31,(dollars in thousands)2021 2020 2019Balance, beginning$ 9,885 $ 6,765 $ 6,542Adjustments for changes in position 1,022 (1,063) -Additions 7,228 7,156 1,864Collections (6,630) (2,973) (1,641) Balance, ending$ 11,505 $ 9,885 $ 6,765 9885000 6765000 6542000 1022000 -1063000 7228000 7156000 1864000 6630000 2973000 1641000 11505000 9885000 6765000 39000000.0 27900000 14800000 17.CONTINGENCIESThe nature of the Company’s business generates litigation involving matters arising in the ordinary course of business. However, in the opinion of management of the Company after consulting with the Company’s legal counsel, no legal proceedings are pending, which, if determined adversely to the Company or the Bank, would have a material effect on the Company’s shareholders’ equity or results of operations. No legal proceedings are pending other than ordinary routine litigation incident to the business of the Company and the Bank. In addition, to management’s knowledge, no government authorities have initiated or contemplated any material legal actions against the Company or the Bank. 0 18.RECENT 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. 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. 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. The current allowance for loan losses calculation is expected to be run side-by-side with the CECL model in the 2nd, 3rd and 4th quarters of 2022 to gain a better understanding of the effects of the change.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. As of December 31, 2021, the Company had approximately $43 million in loans with rates tied to LIBOR. The Company is working on modifying each of these contracts to have all modifications completed by December 31, 2022. 43000000 19.PARENT COMPANY ONLYThe following is the condensed financial information for Fidelity D & D Bancorp, Inc. on a parent company only basis as of and for the years indicated: Condensed Balance SheetsAs of December 31,(dollars in thousands)2021 2020Assets: Cash$ 515 $ 256Investment in subsidiary 211,788 166,618Other assets 198 180Total$ 212,501 $ 167,054 Liabilities and shareholders' equity: Liabilities$ 772 $ 384Capital stock and retained earnings 211,550 157,718Accumulated other comprehensive income (loss) 179 8,952Total$ 212,501 $ 167,054 Condensed Income StatementsYears ended December 31,(dollars in thousands)2021 2020 2019Income: Equity in undistributed earnings of subsidiary$ 19,898 $ 9,934 $ 8,839Dividends from subsidiary 6,608 5,378 4,037Total income 26,506 15,312 12,876Operating expenses 3,016 2,779 1,598Income before taxes 23,490 12,533 11,278Credit for income taxes 518 502 298Net income$ 24,008 $ 13,035 $ 11,576 ‎ Statements of Comprehensive IncomeYears ended December 31,(dollars in thousands)2021 2020 2019Bancorp net loss$ (2,498) $ (2,277) $ (1,300)Equity in net income of subsidiary 26,506 15,312 12,876Net income 24,008 13,035 11,576 Equity in other comprehensive income (loss) of subsidiary (8,773) 5,350 4,697Other comprehensive (loss) income, net of tax (8,773) 5,350 4,697Total comprehensive income, net of tax$ 15,235 $ 18,385 $ 16,273 Condensed Statements of Cash FlowsYears ended December 31,(dollars in thousands)2021 2020 2019Cash flows from operating activities: Net income $ 24,008 $ 13,035 $ 11,576Adjustments to reconcile net income to net cash used in operations: Equity in earnings of subsidiary (26,506) (15,312) (12,876)Stock-based compensation expense 1,096 1,077 817Deferred income tax (10) (84) 2Changes in other assets and liabilities, net 390 71 137Net cash used in operating activities (1,022) (1,213) (344) Cash flows provided by investing activities: Dividends received from subsidiary 6,608 5,378 4,037Operating dividend from subsidiary 1,075 1,129 -Net cash (used in) acquired in acquisition (64) 58 -Net cash provided by investing activities 7,619 6,565 4,037 Cash flows used in financing activities: Dividends paid, net of dividend reinvestment (6,608) (5,378) (4,037)Withholdings to purchase capital stock 270 219 175Net cash used in financing activities (6,338) (5,159) (3,862)Net change in cash 259 193 (169) Cash, beginning 256 63 232 Cash, ending$ 515 $ 256 $ 63 Condensed Balance SheetsAs of December 31,(dollars in thousands)2021 2020Assets: Cash$ 515 $ 256Investment in subsidiary 211,788 166,618Other assets 198 180Total$ 212,501 $ 167,054 Liabilities and shareholders' equity: Liabilities$ 772 $ 384Capital stock and retained earnings 211,550 157,718Accumulated other comprehensive income (loss) 179 8,952Total$ 212,501 $ 167,054 515000 256000 211788000 166618000 198000 180000 212501000 167054000 772000 384000 211550000 157718000 179000 8952000 212501000 167054000 Condensed Income StatementsYears ended December 31,(dollars in thousands)2021 2020 2019Income: Equity in undistributed earnings of subsidiary$ 19,898 $ 9,934 $ 8,839Dividends from subsidiary 6,608 5,378 4,037Total income 26,506 15,312 12,876Operating expenses 3,016 2,779 1,598Income before taxes 23,490 12,533 11,278Credit for income taxes 518 502 298Net income$ 24,008 $ 13,035 $ 11,576 19898000 9934000 8839000 6608000 5378000 4037000 26506000 15312000 12876000 3016000 2779000 1598000 23490000 12533000 11278000 -518000 -502000 -298000 24008000 13035000 11576000 Statements of Comprehensive IncomeYears ended December 31,(dollars in thousands)2021 2020 2019Bancorp net loss$ (2,498) $ (2,277) $ (1,300)Equity in net income of subsidiary 26,506 15,312 12,876Net income 24,008 13,035 11,576 Equity in other comprehensive income (loss) of subsidiary (8,773) 5,350 4,697Other comprehensive (loss) income, net of tax (8,773) 5,350 4,697Total comprehensive income, net of tax$ 15,235 $ 18,385 $ 16,273 -2498000 -2277000 -1300000 26506000 15312000 12876000 24008000 13035000 11576000 -8773000 5350000 4697000 -8773000 5350000 4697000 15235000 18385000 16273000 Condensed Statements of Cash FlowsYears ended December 31,(dollars in thousands)2021 2020 2019Cash flows from operating activities: Net income $ 24,008 $ 13,035 $ 11,576Adjustments to reconcile net income to net cash used in operations: Equity in earnings of subsidiary (26,506) (15,312) (12,876)Stock-based compensation expense 1,096 1,077 817Deferred income tax (10) (84) 2Changes in other assets and liabilities, net 390 71 137Net cash used in operating activities (1,022) (1,213) (344) Cash flows provided by investing activities: Dividends received from subsidiary 6,608 5,378 4,037Operating dividend from subsidiary 1,075 1,129 -Net cash (used in) acquired in acquisition (64) 58 -Net cash provided by investing activities 7,619 6,565 4,037 Cash flows used in financing activities: Dividends paid, net of dividend reinvestment (6,608) (5,378) (4,037)Withholdings to purchase capital stock 270 219 175Net cash used in financing activities (6,338) (5,159) (3,862)Net change in cash 259 193 (169) Cash, beginning 256 63 232 Cash, ending$ 515 $ 256 $ 63 24008000 13035000 11576000 26506000 15312000 12876000 1096000 1077000 817000 -10000 -84000 2000 -390000 -71000 -137000 -1022000 -1213000 -344000 6608000 5378000 4037000 1075000 1129000 -64000 58000 7619000 6565000 4037000 6608000 5378000 4037000 270000 219000 175000 -6338000 -5159000 -3862000 259000 193000 -169000 256000 63000 232000 515000 256000 63000 20.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 (net of cash consideration), 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. 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 (6/30/2021 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 methodologies 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 twelve months ended December 31, 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, merger expenses, 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.‎ UnauditedTwelve months ended December 31,(Dollars in thousands)2021 2020Net interest income$ 68,970 $ 57,531Other income 18,959 15,978Total net interest income and other income$ 87,929 $ 73,509 Net income 29,080 18,402 Basic earnings per common share$5.15 $3.52Diluted earnings per common share$5.11 $3.50 Merger-related expensesFor year ended December 31, 2021, the Company incurred $3.0 million in merger-related expenses related to the merger with Landmark, primarily consisting of data processing, salaries and employee benefits, and professional fee expenses. For the year ended December 31, 2020, the Company incurred merger-related expenses related to the merger with MNB totaling $2.5 million, primarily consisting of professional fees, salaries and employee benefits and data processing fees. 1 375500000 298900000 308500000 12600000 0.272 3.26 647990 35100000 7800000 54.10 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 (6/30/2021 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 UnauditedTwelve months ended December 31,(Dollars in thousands)2021 2020Net interest income$ 68,970 $ 57,531Other income 18,959 15,978Total net interest income and other income$ 87,929 $ 73,509 Net income 29,080 18,402 Basic earnings per common share$5.15 $3.52Diluted earnings per common share$5.11 $3.50 68970000 57531000 18959000 15978000 87929000 73509000 29080000 18402000 5.15 3.52 5.11 3.50 3000000.0 2500000 21.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 Landmark, the Company added BOLI with a value of $7.2 million during 2021. The policies’ cash surrender value totaled $52.7 million and $44.3 million, respectively, as of December 31, 2021 and 2020 and is reflected as an asset on the consolidated balance sheets. For the years ended December 31, 2021 and 2020, the Company has recorded income of $1.2 million and $794 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 December 31, 2021, the policies had total death benefits of $49.7 million of which $8.4 million would have been paid to the officer’s beneficiaries and the remaining $41.3 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 December 31, 2021 and 2020, the Company accrued expenses of $200 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 December 31, 2021 and 2020, the Company accrued expenses of $3.6 million and $2.0 million in connection with the SERP. 7200000 52700000 44300000 1200000 794000 11 1 15 49700000 8400000 41300000 4 200000 154000 5 1 1000000.0 3600000 2000000.0 22.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 December 31, 2021 and 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 23.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 were 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 December 31, 2021, eleven of the Company’s branch properties and one future branch 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 Company acquired a leased property classified as a finance lease with a fair value of $1.2 million from the Landmark merger during 2021.The following is an analysis of the leased property under finance leases: (dollars in thousands)December 31, 2021 December 31, 2020 Property and equipment$ 1,673 $ 485Less accumulated depreciation and amortization (366) (202)Leased property under finance leases, net$ 1,307 $ 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 December 31, 2021: (dollars in thousands)Amount 2022$ 2472023 2202024 1642025 1582026 1502027 and thereafter 463Total minimum lease payments (a) 1,402Less amount representing interest (b) (82)Present value of net minimum lease payments$ 1,320 (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 December 31, 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. During 2021, the Company entered into a new lease for the Bethlehem branch which will be relocated in 2022. 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 incu‎ (dollars in thousands)2021 Lease cost Finance lease cost: Amortization of right-of-use assets$ 164 Interest on lease liabilities 16 Operating lease cost 637 Short-term lease cost 59 Variable lease cost 4 Total lease cost$ 880 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases$ 16 Operating cash flows from operating leases (Fixed payments)$ 560 Operating cash flows from operating leases (Liability reduction)$ 291 Financing cash flows from finance leases$ 159 Right-of-use assets obtained in exchange for new finance lease liabilities$ 1,188 Right-of-use assets obtained in exchange for new operating lease liabilities$ 2,775 Weighted-average remaining lease term - finance leases 7.22 yrs Weighted average remaining lease term - operating leases 21.42 yrs Weighted-average discount rate - finance leases 1.79% Weighted-average discount rate - operating leases 3.38% During 2021, $845 thousand of the total lease cost is included in premises and equipment expense and $35 thousand is included in other expenses on the consolidated statements of income. Operating lease expense is recognized on a straight-line basis over the lease term. We recognized both the interest expense and amortization expense for finance leases in premises and equipment expense since the interest expense portion was immaterial.The future minimum lease payments for the Company’s branch network and equipment under operating leases that have lease terms in excess of one year as of December 31, 2021 are as follows: (dollars in thousands)Amount 2022$ 6192023 6062024 6022025 6102026 6172027 and thereafter 10,482Total future minimum lease payments 13,536Plus variable payment adjustment 340Less amount representing interest (4,249)Present value of net future minimum lease payments$ 9,627 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 two properties under long-term operating leases are as follows: (dollars in thousands)Amount 2022$ 1042023 482024 512025 542026 542027 and thereafter 27Total lease payments to be received$ 338 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 years ended December 31,(dollars in thousands) 2021 2020 2019Lease income - direct finance leases Interest income on lease receivables $ 807 $ 722 $ 683 Lease income - operating leases 257 236 239Total lease income $ 1,064 $ 958 $ 922 11 4 3 4 1200000 (dollars in thousands)December 31, 2021 December 31, 2020 Property and equipment$ 1,673 $ 485Less accumulated depreciation and amortization (366) (202)Leased property under finance leases, net$ 1,307 $ 283 1673000 485000 366000 202000 1307000 283000 (dollars in thousands)Amount 2022$ 2472023 2202024 1642025 1582026 1502027 and thereafter 463Total minimum lease payments (a) 1,402Less amount representing interest (b) (82)Present value of net minimum lease payments$ 1,320 (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. 247000 220000 164000 158000 150000 463000 1402000 82000 1320000 (dollars in thousands)2021 Lease cost Finance lease cost: Amortization of right-of-use assets$ 164 Interest on lease liabilities 16 Operating lease cost 637 Short-term lease cost 59 Variable lease cost 4 Total lease cost$ 880 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases$ 16 Operating cash flows from operating leases (Fixed payments)$ 560 Operating cash flows from operating leases (Liability reduction)$ 291 Financing cash flows from finance leases$ 159 Right-of-use assets obtained in exchange for new finance lease liabilities$ 1,188 Right-of-use assets obtained in exchange for new operating lease liabilities$ 2,775 Weighted-average remaining lease term - finance leases 7.22 yrs Weighted average remaining lease term - operating leases 21.42 yrs Weighted-average discount rate - finance leases 1.79% Weighted-average discount rate - operating leases 3.38% 164000 16000 637000 59000 4000 880000 16000 560000 291000 159000 1188000 2775000 P7Y2M19D P21Y5M1D 0.0179 0.0338 845000 35000 (dollars in thousands)Amount 2022$ 6192023 6062024 6022025 6102026 6172027 and thereafter 10,482Total future minimum lease payments 13,536Plus variable payment adjustment 340Less amount representing interest (4,249)Present value of net future minimum lease payments$ 9,627 619000 606000 602000 610000 617000 10482000 13536000 340000 4249000 9627000 (dollars in thousands)Amount 2022$ 1042023 482024 512025 542026 542027 and thereafter 27Total lease payments to be received$ 338 104000 48000 51000 54000 54000 27000 338000 For the years ended December 31,(dollars in thousands) 2021 2020 2019Lease income - direct finance leases Interest income on lease receivables $ 807 $ 722 $ 683 Lease income - operating leases 257 236 239Total lease income $ 1,064 $ 958 $ 922 807000 722000 683000 257000 236000 239000 1064000 958000 922000 EXCEL 133 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0 ( %N&=U0'04UB@0 +$ 0 9&]C4')O<',O87!P+GAM M;$V./0L",1!$_\IQO;=!P4)B0-!2L+(/>QLOD&1#LD)^OCG!CVX>;QA&WPIG M*N*I#BV&5(_C(I(/ !47BK9.7:=N')=HI6-Y #OGDK7A.YNJQ<&4GPZ4A!0W_J=0U[R;UEA_6\#MI7E!+ P04 M " !;AG=4K'TPB>T K @ $0 &1O8U!R;W!S+V-O&ULS9+! 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