UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form

10-Q

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended ~~June~~September 30, 2021

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from

001-38627

(Commission File Number)

RIVERVIEW FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Pennsylvania		38-3917371
(State of incorporation)		(IRS Employer Identification Number)

3901 North Front Street, Harrisburg, PA		17110
(Address of principal executive offices)		(Zip code)

(717)

957-2196

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months or for such shorter period that the registrant was required to submit such files.

Yes

☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company as defined in Rule

12b-2

of the Exchange Act. Yes ☐ No

☒

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	RIVE	Nasdaq Global Market

Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date: 9,361,967 at ~~July~~October 29, 2021.

Table of Contents

RIVERVIEW FINANCIAL CORPORATION

FORM 10-Q

For the Quarter Ended ~~June~~September 30, 2021

Contents		Page No.
PART I.	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)		3
	Consolidated Balance Sheets at June 30, 2021 and December 31, 2020		3
	Consolidated Balance Sheets at September 30, 2021 and December 31, 2020		3
	Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020		4
	Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and 2020		4
	Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2020		5
	Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2021 and 2020		5
	Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2021 and 2020		6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3633
Item 4.	Controls and Procedures		3633
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings		3633
Item 1A.	Risk Factors		3633
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3633
Item 3.	Defaults upon Senior Securities		3633
Item 4.	Mine Safety Disclosures		3633
Item 5.	Other Information		3633
Item 6.	Exhibits		3633
	Signatures		3734

Table of Contents

PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements (Unaudited)

Riverview Financial Corporation

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands, except per share data)

	June 30, 2021			December 31, 2020
	September 30, 2021			December 31, 2020
Assets:
Cash and due from banks	$	910,~~849~~842		$	13,511
Interest-bearing deposits in other banks		47175,~~659~~236			36,270
Investment securities available-for-sale		~~148~~131,~~048~~705			103,695
Loans held for sale		~~180~~443			4,338
Loans, net		~~948~~866,~~740~~140			1,139,239
Less: allowance for loan losses		10,~~867~~834			12,200
Net loans		~~937~~855,~~873~~306			1,127,039
Premises and equipment, net		1716,~~448~~983			18,147
Accrued interest receivable		32,~~532~~604			4,216
Intangible assets		1,~~654~~522			1,918
Other assets		48,~~498~~152			48,420
Total assets	$	1,~~214~~242,~~741~~793		$	1,357,554
Liabilities:
Deposits:
Noninterest-bearing	$	~~183~~192,~~893~~556		$	173,600
Interest-bearing		~~860~~877,~~622~~018			841,860
Total deposits		1,~~044~~069,~~515~~574			1,015,460
Short-term borrowings
Long-term debt		5152,~~956~~004			228,765
Accrued interest payable		~~504~~847			1,038
Other liabilities		1312,~~401~~792			14,859
Total liabilities		1,~~110~~135,~~376~~217			1,260,122
Stockholders’ equity:
Common stock: no par value, authorized 20,000,000 shares; June 30, 2021, issued and outstanding 9,361,967 shares; December 31, 2020, issued and outstanding 9,306,442 shares		103,058			102,662
Common stock: no par value, authorized 20,000,000 shares; September 30, 2021, issued and outstanding 9,361,967 shares; December 31, 2020, issued and outstanding 9,306,442 shares		103,127			102,662
Capital surplus		292			292
Retained earnings (accumulated deficit)		14,~~383~~498			(6,457	)
Accumulated other comprehensive income (loss)		(~~368~~341	)		935
Total stockholders’ equity		~~104~~107,~~365~~576			97,432
Total liabilities and stockholders’ equity	$	1,~~214~~242,~~741~~793		$	1,357,554

See notes to consolidated financial statements.

Table of Contents

Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(Dollars in thousands, except per share data)

Three Months Ended

~~Six~~Nine Months Ended

June 30,

2021

2020

2021

2020

September 30,

2021

2020

2021

2020

Interest income:

Interest and fees on loans:

Taxable

1110,~~529~~738

1011,~~602~~265

2132,~~877~~615

2031,~~384~~649

Tax-exempt

~~182~~180

~~236~~223

~~358~~538

~~481~~704

Interest and dividends on investment securities available-for-sale:

Taxable

~~553~~490

~~396~~360

1,~~047~~537

~~931~~1,291

Tax-exempt

144

6871

~~296~~440

~~105~~176

Interest on interest-bearing deposits in other banks

1540

1211

2464

~~101~~112

Total interest income

1211,~~423~~592

11,~~314~~930

2335,~~602~~194

2233,~~002~~932

Interest expense:

Interest on deposits

~~822~~746

1,~~395~~200

12,~~745~~491

34,~~184~~384

Interest on short-term borrowings

Interest on long-term debt

~~585~~521

~~225~~304

1,~~231~~752

~~348~~652

Total interest expense

1,~~407~~267

1,~~643~~504

24,~~976~~243

35,~~560~~064

Net interest income

1110,~~016~~325

910,~~671~~426

2030,~~626~~951

1828,~~442~~868

(Recovery of) provision for loan losses

~~(735~~

)

21,~~012~~844

(735

)

35,~~812~~656

Net interest income after (recovery of) provision for loan losses

1110,~~751~~325

78,~~659~~582

2131,~~361~~686

1423,~~630~~212

Noninterest income:

Service charges, fees and commissions

21,~~755~~248

1,~~011~~099

45,~~229~~477

23,~~392~~491

Commission and fees on fiduciary activities

~~294~~250

~~210~~246

~~554~~804

~~423~~669

Wealth management income

~~238~~264

~~196~~220

~~452~~716

~~416~~636

Mortgage banking income

~~185~~104

~~391~~401

~~336~~440

~~499~~900

Bank owned life insurance investment income

~~196~~178

~~193~~192

~~374~~552

~~386~~578

Net gain on sale of investment securities available-for-sale

2744

~~273~~317

815

Total noninterest income

32,~~695~~088

2,~~001~~158

68,~~218~~306

47,~~931~~089

Noninterest expense:

Salaries and employee benefits expense

54,~~494~~511

45,~~985~~411

914,~~961~~472

1015,~~041~~452

Net occupancy and equipment expense

~~854~~1,040

1,~~068~~428

23,~~044~~084

23,~~248~~676

Amortization of intangible assets

132

~~169~~170

~~264~~396

~~339~~509

Goodwill impairment

~~24,754~~

24,754

Net cost (benefit) of operation of other real estate owned

7(22

)

(2244

)

~~(11~~40

)

Other expenses

32,~~037~~933

2,~~978~~918

58,~~664~~597

58,~~795~~713

Total noninterest expense

98,~~524~~594

339,~~954~~978

1726,~~911~~505

4353,~~166~~144

Income (loss) before income taxes

53,~~922~~819

~~(24,294~~762

)

913,~~668~~487

(2322,~~605~~843

)

Income tax expense (benefit)

~~1,142~~704

~~(172~~67

)

12,~~828~~532

(~~116~~49

)

Net income (loss)

43,~~780~~115

~~(24,122~~695

)

710,~~840~~955

(2322,~~489~~794

)

Other comprehensive income:

Unrealized gain (loss) on investment securities available-for-sale

~~1,279~~25

~~840~~114

(1,~~750~~725

)

12,~~893~~007

Reclassification adjustment for net gain on sale of investment securities available-for-sale included in net income (loss)

(2744

)

(~~273~~317

)

(815

)

Net change in cash flow hedge

~~(284~~54

)

~~(38~~49

)

~~373~~427

~~(38~~11

)

Other comprehensive income (loss)

~~968~~35

~~802~~163

(1,~~650~~615

)

1,~~040~~203

Income tax expense (benefit) related to other comprehensive income

~~203~~8

~~168~~35

(~~347~~339

)

~~218~~253

Other comprehensive income (loss), net of income taxes

~~765~~27

~~634~~128

(1,~~303~~276

)

~~822~~950

Comprehensive income (loss)

53,~~545~~142

~~(23,488~~823

)

69,~~537~~679

(2221,~~667~~844

)

Per share data:

Net income (loss):

Basic

0.5133

(20.6108

)

01.8417

(2.5446

)

Diluted

0.5133

(20.6108

)

01.8417

(2.5446

)

Average common shares outstanding:

Basic

9,~~357~~361,~~153~~967

9,~~249~~273,~~184~~666

9,~~349~~353,~~266~~546

9,~~236~~248,~~314~~856

Diluted

9,~~366~~390,~~651~~160

9,~~249~~273,~~184~~666

9,~~354~~366,~~161~~293

9,~~236~~248,~~314~~856

See notes to consolidated financial statements.

Table of Contents

Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands, except per share data)

For the six months ended June 30,	Common Stock		Capital Surplus		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
For the nine months ended September 30,	Common Stock		Capital Surplus		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, January 1, 2021	$	102,662	$	292	$	(6,457	)	$	935		$	97,432
Net income						710,~~840~~955						710,~~840~~955
Other comprehensive income, net of income taxes									(1,~~303~~276	)		(1,~~303~~276	)
Issuance under ESPP, 401k and Dividend Reinvestment plans		266										266
Stock based compensation		~~130~~199										~~130~~199
Balance, June 30, 2021	$	103,058	$	292	$	1,383		$	(368	)	$	104,365
Balance, September 30, 2021	$	103,127	$	292	$	4,498		$	(341	)	$	107,576
Balance, January 1, 2020	$	102,206	$	112	$	16,140		$	(348	)	$	118,110
Net income						(23,489	)					(23,489	)
Net income (loss)						(22,794	)					(22,794	)
Other comprehensive income, net of income taxes									~~822~~950			~~822~~950
Issuance under ESPP, 401k and Dividend Reinvestment plans		~~346~~466										~~346~~466
Stock based compensation				4978								4978
Dividends declared, $0.15 per share						(1,386	)					(1,386	)
Balance, June 30, 2020	$	102,552	$	161	$	(8,735	)	$	474		$	94,452
Balance, September 30, 2020	$	102,672	$	190	$	(8,040	)	$	602		$	95,424

For the three months ended June 30,	Common Stock		Capital Surplus		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
For the three months ended September 30,	Common Stock		Capital Surplus		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, April 1, 2021	$	102,861	$	292	$	(3,397	)	$	(1,133	)	$	98,623
Balance, July 1, 2021	$	103,058	$	292	$	1,383		$	(368	)	$	104,365
Net income						43,~~780~~115						43,~~780~~115
Other comprehensive income, net of income taxes									~~765~~27			~~765~~27
Issuance under ESPP, 401k and Dividend Reinvestment plans		~~132~~										~~132~~
Stock based compensation		6569										6569
Balance, June 30, 2021	$	103,058	$	292	$	1,383		$	(368	)	$	104,365
Balance, September 30, 2021	$	103,127	$	292	$	4,498		$	(341	)	$	107,576
Balance, April 1, 2020	$	102,386	$	134	$	16,081		$	(160	)	$	118,441
Balance, July 1, 2020	$	102,552	$	161	$	(8,735	)	$	474		$	94,452
Net income						~~(24,122~~695	)					~~(24,122~~695	)
Other comprehensive income, net of income taxes									~~634~~128			~~634~~128
Issuance under ESPP, 401k and Dividend Reinvestment plans		~~166~~120										~~166~~120
Stock based compensation				2729								2729
Dividends declared, $0.08 per share						(694	)					(694	)
Balance, September 30, 2020	$	102,672	$	190	$	(8,040)		$	602		$	95,424
Balance, June 30, 2020	$	102,552	$	161	$	(8,735	)	$	474		$	94,452

See notes to consolidated financial statements.

Table of Contents

Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands, except per share data)

For the Six Months Ended June 30,	2021			2020
For the Nine Months Ended September 30,	2021			2020
Cash flows from operating activities:
Net income (loss)	$	710,~~840~~955		$	(2322,~~489~~794	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of premises and equipment		~~682~~1,021			~~640~~952
(Recovery of) provision for loan losses		(735	)		35,~~812~~656
Stock based compensation		~~130~~199			4978
Net amortization of investment securities available-for-sale		~~825~~1,253			~~312~~559
Net benefit of operation of other real estate owned		(22	)		(11	)
Net cost (benefit) of operation of other real estate owned		(44	)		40
Net gain on sale of investment securities available-for-sale		(~~273~~317	)		(815	)
Premium on sale of deposits		(1,602	)
Amortization of purchase adjustment on loans		(58174	)		(~~292~~592	)
Amortization of intangible assets		~~264~~396			~~339~~509
Amortization of assumed discount on long-term debt		4466			4263
Amortization of long-term debt insurance costs		5177
Impairment of goodwill					24,754
Deferred income taxes		~~633~~421			(~~465~~779	)
Proceeds from sale of loans originated for sale		1517,~~241~~301			1326,~~557~~921
Net gain on sale of loans originated for sale		(~~336~~440	)		(~~499~~900	)
Loans originated for sale		(1012,~~747~~966	)		(1730,~~229~~487	)
Bank owned life insurance investment income		(~~374~~552	)		(~~386~~578	)
Net change in:
Accrued interest receivable		~~684~~1,612			~~588~~(804	)
Other assets		~~411~~1,177			12,~~028~~107
Accrued interest payable		(~~534~~191	)		22156
Other liabilities		(12,~~458~~067	)		(21,~~230~~545	)
Net cash provided by (used in) operating activities		10,666			(273	)
Net cash provided by operating activities		15,390			2,501
Cash flows from investing activities:
Investment securities available-for-sale:
Purchases		(74,503	)		(1442,~~215~~151	)
Proceeds from repayments		813,~~056~~073			58,~~741~~832
Proceeds from sales		1930,~~519~~442			27,168
Proceeds from the sale of other real estate owned		~~225~~466			68355
Net increase in restricted equity securities		(~~209~~412	)		(~~779~~837	)
Net (increase) decrease in loans		~~189~~272,~~959~~642			(~~314~~312,~~982~~627	)
Purchases of premises and equipment		(~~145~~19	)		(1,~~456~~519	)
Proceeds from sale of premises and equipment		162
Premium paid on bank owned life insurance		(22	)		(22	)
Net cash provided by (used in) investing activities		~~143~~241,~~042~~829			(~~298~~320,~~477~~801	)
Cash flows from financing activities:
Net increase in deposits		3055,~~657~~716			8290,~~673~~833
Repayment of long-term debt		(176,904	)
Proceeds from long-term debt					209,997
Issuance under ESPP, 401k and DRP plans		266			~~346~~466
Cash dividends paid					(1,386	)
Net cash provided by (used in) financing activities		(~~145~~120,~~981~~922	)		~~291~~299,~~630~~910
Net increase (decrease) in cash and cash equivalents		7136,~~727~~297			(718,~~120~~390	)
Cash and cash equivalents—beginning		49,781			50,348
Cash and cash equivalents—ending	$	57186,~~508~~078		$	4331,~~228~~958
Supplemental disclosures:
Cash paid during the period for:
Interest	$	34,~~510~~434		$	34,~~538~~908
Federal income taxes	$	~~500~~1,700		$
Supplemental schedule of noncash investing and financing activities:
Other real estate acquired in settlement of loans	$			$	338
Transfer of deposits in sale	$	42,191		$

See notes to consolidated financial statements.

Table of Contents

Riverview Financial Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

1. Summary of significant accounting policies:

Nature of Operations

Riverview Financial Corporation, (the “Company” or “Riverview”), a

bank holding company incorporated under the laws of Pennsylvania, provides a full range of financial services through its wholly-owned subsidiary, Riverview Bank (the “Bank”).

Riverview Bank, with 23 full-service offices and

Riverview Financial Corporation, (the “Company” or “Riverview”), a bank holding company incorporated under the laws of Pennsylvania, provides a full range of financial services through its wholly-owned subsidiary, Riverview Bank (the “Bank”). three

(3) limited purpose offices, is a full service commercial bank offering a wide range of traditional banking services and financial advisory, insurance and investment services to individuals, municipalities, and

small-to-medium

sized businesses in the Pennsylvania market areas of Berks, Blair, Bucks, Centre, Clearfield, Dauphin, Huntingdon, Lebanon, Lehigh, Lycoming, Perry, and Schuylkill Counties. The Wealth and Trust Management divisions of the Bank provide trust and investment advisory services to the general public and businesses.

Basis of presentation:

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP’) for interim financial information and with the instructions to

Form 10-Q

and Article 8 of

Regulation S-X.

In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current year’s presentation. These reclassifications did not have any effect on the operating results or financial position of the Company. The condensed consolidated balance sheet at December 31, 2020 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for complete financial statements. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2020 Annual Report on

Form 10-K,

filed on March 11, 2021.

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

The operating results and financial position of the Company for the three and nine months ended as of September 30, 2021, are not necessarily indicative of the results of operations and financial position that may be expected in the future. This is especially true given the outbreak of the Coronavirus

(“COVID-19”)

pandemic which may adversely affect the Company’s business results of operations and financial condition for an indefinite period.

The impact of the pandemic on Riverview’s financial results is evolving and uncertain. Net interest income and

non-interest

income may decrease, and credit-related losses may increase in the future if economic activity slows due to

COVID-19.

We believe that we may experience a material adverse effect on our business, results of operations and financial condition as a result of the

COVID-19

pandemic for an indefinite period. Material adverse impacts may include all or a combination of valuation impairments on Riverview’s intangible assets, investments, loans, or deferred taxes.

Accounting Standards Adopted in 2021

In August 2018, the FASB issued ASU

No. 2018-14,

“Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic

715-20)

— Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans”. Subtopic

715-20

addresses the disclosure of other accounting and reporting requirements related to single-employer defined benefit pension or other postretirement benefit plans. The amendments in this Update remove disclosures that no longer are considered cost-beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. Although narrow in scope, the amendments are considered an important part of the Board’s efforts to improve the effectiveness of disclosures in the notes to financial statements by applying concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting — Chapter 8: Notes to Financial Statements. The amendments in this Update apply to all employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for all entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

Table of Contents

In December 2019, the FASB issued ASU

No. 2019-12,

“Income Taxes”, an update to simplify the accounting for income taxes by removing certain exceptions in Topic 740 Income Taxes. In addition, ASU

No. 2019-12

improves consistent application of other areas of guidance within Topic 740 by clarifying and amending existing guidance. The new guidance is effective fiscal years beginning after December 15, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

Recent Accounting Standards

In June 2016, the FASB issued ASU

No. 2016-13,

“Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. ASU No.

2016-13 requires

an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in earlier recognition of credit losses.

ASU No. 2016-13

also requires new disclosures for financial assets measured at amortized cost, loans, and

available-for-sale

debt securities. In November 2018, the FASB issued ASU No.

2018-19—Codification

Improvements to Topic 326, Financial Instruments—Credit Losses. The amendments clarify that receivables arising from operating leases are not within the scope of Subtopic

326-20.

Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In May 2019, the FASB issued ASU

No. 2019-05

“Financial Instruments-Credit Losses (Topic 326)-Targeted Transition Relief” which amends ASU

No. 2016-13

to allow companies to irrevocably elect, upon adoption of ASU No,

2016-13,

the fair value option on financial instruments that were previously recorded at amortized cost and are within the scope of ASC

326-20

if the instruments are eligible for the fair value option under ASC

825-10.

The fair value option election does not apply to

held-to-maturity

debt securities. Entities are required to make this election on an

instrument-by-instrument

basis. In November 2019, the FASB issued ASU

No. 2019-11,

“Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which provides specific improvements and clarifications to the guidance in Topic 326. Addresses expected recoveries for purchased financial assets with credit deterioration, transition relief for troubled debt restructurings, disclosures related to accrued interest receivables, financial assets secured by collateral maintenance provisions, and conforming cross-references to Subtopic

805-20.

In December 2018, the federal bank regulatory agencies approved a final rule that modifies their regulatory capital rules and provides institutions the option to phase in over a three-year period any

day-one

regulatory capital effects of the new accounting standard. The Company has formed an internal management committee and engaged a third-party vendor to assist with the transition to the guidance set forth in this update. The committee is currently evaluating the impact of this update on the Company’s Consolidated Financial Statements, but the allowance for credit losses (“ACL”) is expected to increase upon adoption since the allowance will be required to cover the full expected life of the portfolio. The extent of this increase is still being evaluated and will depend on economic conditions and the composition of the loan and lease portfolio at the time of adoption. Management is currently evaluating the preliminary modeling results, including a qualitative framework to account for the drivers of credit losses that are not captured by the quantitative model. In October 2019, the FASB affirmed its previously proposed amendment to delay the effective date for small reporting public companies to interim and annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted.

In March 2020, the FASB issued ASU

one-time

No. 2020-04,

“Reference Rate Reform (Topic 848)”. In response to concerns about structural risks of interbank offered rates (“IBORs”), and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The amendments in this Update provide optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU

2020-04

provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered “minor” so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU

2020-04

also provides numerous optional expedients for derivative accounting. ASU

2020-04

is effective March 12, 2020 through December 31, 2022. An entity may elect to apply ASU

2020-04

for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. In January 2021, the FASB issued ASU

2021-01,

“Reference Rate Reform (Topic 848): Scope.” ASU

2021-01

clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU

2021-01

also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU

2021-01

was effective upon issuance and generally can be applied through December 31, 2022. The adoption of the guidance is not expected to have a material effect on the Company’s financial position, results of operations or disclosures.

Table of Contents

2. Other comprehensive

income (loss):

The components of other comprehensive income (loss) and their related tax effects are reported in the Consolidated Statements of Income and Comprehensive Income (Loss). The accumulated other comprehensive income (loss) included in the Consolidated Balance Sheets relates to net unrealized gains and losses on investment securities

2. Other comprehensive income (loss):

available-for-sale

and benefit plan and derivative adjustments.

The components of accumulated other comprehensive income (loss) included in stockholders’ equity at ~~June 30~~September, 2021 and December 31, 2020 is as follows:

	June 30, 2021			December 31, 2020
	September 30, 2021			December 31, 2020
Net unrealized gain (loss) on investment securities available-for-sale	$	(6180	)	$	1,962
Income tax expense (benefit)		(1317	)		412
Net of income (loss) taxes		(4863	)		1,550
Benefit plan adjustments		(951	)		(951	)
Income tax benefit		(200	)		(200	)
Net of income taxes		(751	)		(751	)
Derivative fair value adjustment		~~545~~599			172
Income tax benefit		~~114~~126			36
Net of income taxes		~~431~~473			136
Accumulated other comprehensive income (loss)	$	(~~368~~341	)	$	935

Other comprehensive income (loss) and related tax effects for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 is as follows:

Three months ended June 30,	2021			2020
Three months ended September 30,	2021			2020
Unrealized gain (loss) on investment securities available-for-sale	$	1,279		$	840
Unrealized gain on investment securities available-for-sale	$	25		$	114
Net (gain) loss on the sale of investment securities available-for-sale(1)		(27	)
Net gain on the sale of investment securities available-for-sale(1)		(44	)
Net change in derivative fair value		~~(284~~54	)		~~(38~~49	)
Other comprehensive income before taxes		~~968~~35			~~802~~163
Income tax expense		~~203~~8			~~168~~35
Other comprehensive income	$	~~765~~27		$	~~634~~128

Six months ended June 30,	2021			2020
Nine months ended September 30,	2021			2020
Unrealized gain (loss) on investment securities available-for-sale	$	(1,~~750~~725	)	$	12,~~893~~007
Net (gain) loss on the sale of investment securities available-for-sale(1)		(273	)		(815	)
Net gain on the sale of investment securities available-for-sale(1)		(317	)		(815	)
Net change in derivative fair value		~~373~~427			~~(38~~11	)
Other comprehensive income (loss) before taxes		(1,~~650~~615	)		1,~~040~~203
Income tax expense		(347	)		218
Income tax expense (benefit)	$	(339	)		253
Other comprehensive income (loss)	$	(1,~~303~~276	)	$	~~822~~950

(1)	Represents amounts reclassified out of accumulated other comprehensive income and included in gains on sale of investment securities on the consolidated statements of income and comprehensive income.

Table of Contents

3. Earnings per share:

Basic earnings per share is computed by dividing net income (loss) divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The following table provides a reconciliation between the computation of basic earnings per share and diluted earnings per share for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020:

Three months ended June 30,	2021		2020
Three months ended September 30,	2021		2020
Numerator:
Net income (loss)	$	43,~~780~~115	$	~~(24,122~~695	)
Denominator:
Basic		9,~~357~~361,~~153~~967		9,~~249~~273,~~184~~666
Dilutive options		928,~~498~~193
Diluted		9,~~366~~390,~~651~~160		9,~~249~~273,~~184~~666
Earnings per share:
Basic	$	0.5133	$	(20.6108	)
Diluted	$	0.5133	$	(20.6108	)

Six months ended June 30,	2021		2020
Nine months ended September 30,	2021		2020
Numerator:
Net income (loss)	$	710,~~840~~955	$	(2322,~~489~~794	)
Denominator:
Basic		9,~~349~~353,~~266~~546		9,~~236~~248,~~314~~856
Dilutive options		412,~~895~~747
Diluted		9,~~354~~366,~~161~~293		9,~~236~~248,~~314~~856
Earnings per share:
Basic	$	01.8417	$	(2.5446	)
Diluted	$	01.8417	$	(2.5446	)

For the three and ~~six~~nine months ended ~~June~~September 30, 2021 there were 3718,200 and 9368,~~935~~412 outstanding stock options, respectively, that were excluded from the dilutive earnings per share calculation because their effect was antidilutive. For the three and ~~six~~nine months ended ~~June~~September 30, 2020 there were 172,964 outstanding stock options that were excluded from the dilutive earnings per share calculation because their effect was antidilutive.

4. Investment securities:

The amortized cost and fair value of investment securities

available-for-sale

aggregated by investment category at September 30, 2021 and December 31, 2020 are summarized as follows:

June 30, 2021

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

September 30, 2021

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

U.S. Treasury securities

9,810

121

9,689

State and municipals:

Taxable

2322,~~260~~133

~~311~~301

~~358~~258

2322,~~213~~176

Tax-exempt

44,~~398~~196

9089

~~601~~743

43,~~887~~542

Mortgage-backed securities:

U.S. Government agencies

3735,~~593~~029

~~678~~680

~~181~~98

3835,~~090~~611

U.S. Government-sponsored enterprises

1715,~~798~~177

~~204~~186

5724

1715,~~945~~339

Corporate debt obligations

15,250

8264

~~108~~277

15,~~224~~037

Total

~~148~~131,~~109~~785

1,~~365~~320

1,~~426~~400

~~148~~131,~~048~~705

Table of Contents


December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and municipals:
Taxable	$	22,317	$	400	$	143	$	22,574
Tax-exempt		17,988		423		16		18,395
Mortgage-backed securities:
U.S. Government agencies		26,051		940				26,991
U.S. Government-sponsored enterprises		24,627		442		17		25,052
Corporate debt obligations		10,750		56		123		10,683

Total	$	101,733	$	2,261	$	299	$	103,695

The maturity distribution of the fair

value, which is the net carrying amount, of the debt securities classified as

available-for-sale

at September 30, 2021, is summarized as follows:

June 30, 2021	Fair Value
September 30, 2021	Fair Value
Within one year	$	55770
After one but within five years		~~1,244~~929
After five but within ten years		3022,~~714~~955
After ten years		6056,~~000~~101
		92,013
		80,755
Mortgage-backed securities		5650,~~035~~950
Total	$	~~148~~131,~~048~~705

Securities with a fair value of $9789,~~577~~410 and $71,676 at ~~June~~September 30, 2021 and December 31, 2020, respectively, were pledged to secure public deposits as required or permitted by law.

Securities and short-term investment activities are conducted with a diverse group of government entities, corporations and state and local municipalities. The counterparty’s creditworthiness and type of collateral is evaluated on a

case-by-case

basis. At September 30, 2021 and December 31, 2020, there were no significant concentrations of credit risk from any one issuer, with the exception of U.S. Government agencies and sponsored enterprises that exceeded 10.0 percent of stockholders’ equity.

The fair value and gross unrealized losses of investment securities with unrealized losses for which an other-than-temporary impairment (“OTTI”) has not been recognized at ~~June~~September 30, 2021 and December 31, 2020, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized as follows:

Less Than 12 Months

12 Months or More

Total

June 30, 2021

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

September 30, 2021

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

U.S. Treasury securities

9,689

121

9,689

121

State and municipals:

Taxable

143,~~258~~453

~~358~~60

7,625

198

1411,~~258~~078

~~358~~258

Tax-exempt

3433,~~972~~175

~~601~~740

631

3433,~~972~~806

~~601~~743

Mortgage-backed securities:

U.S. Government agencies

1413,~~127~~716

~~181~~98

1413,~~127~~716

~~181~~98

U.S. Government-sponsored enterprises

54,~~373~~650

5716

1,013

5,~~373~~663

5724

Corporate debt obligations

109,~~142~~473

~~108~~277

109,~~142~~473

~~108~~277

Total

8864,~~561~~467

1,~~426~~191

9,269

209

8873,~~561~~736

1,~~426~~400

Table of Contents

	Less Than 12 Months				12 Months or More				Total
December 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and municipals:
Taxable	$	11,586	$	143	$		$		$	11,586	$	143
Tax-exempt		1,737		16						1,737		16
Mortgage-backed securities:
U.S. Government agencies		5,960		17						5,960		17
U.S. Government-sponsored enterprises
Corporate debt obligations						3,378		123		3,378		123

Total	$	19,283	$	176	$	3,378	$	123	$	22,661	$	299

The Company had 59 investment securities, consisting of 10 taxable state and municipal obligations, 32

tax-exempt

state and municipal obligations, four U.S. Government agencies, five U.S. Government-sponsored enterprises and eight corporate debt obligation that were in unrealized loss positions at September 30, 2021. Of these securities, none of the securities were in a continuous unrealized loss position for twelve months or more. Management does not consider the unrealized losses on the debt securities, resulting from changes in interest rates, to be OTTI based on historical evidence that indicates the cost of these securities is recoverable within a reasonable period of time in relation to normal cyclical changes in the market rates of interest. Moreover, because there has been no material change in the credit quality of the issuers or other events or circumstances that may cause a significant adverse impact on the fair value of these securities, and management does not intend to sell these securities and it is unlikely that the Company will be required to sell these securities before recovery of their amortized cost basis, which may be maturity, the Company does not consider the unrealized losses to be OTTI at September 30, 2021. There was no OTTI recognized for the three and nine months ended September 30, 2021 and 2020.

The Company had 16 investment securities, consisting of nine taxable state municipal obligations, three

tax-exempt

state municipal obligations, three mortgage-backed securities and one corporate obligation that were in unrealized loss positions at December 31, 2020. Of these securities, one corporate obligation was in a continuous unrealized loss position for twelve months or more.

5. Loans, net, and allowance for loan losses:

The major classifications of loans outstanding, net of deferred loan origination fees and costs at ~~June~~September 30, 2021 and December 31, 2020 are summarized as follows. Net deferred loan costs were $~~745~~602 at ~~June~~September 30, 2021 and net deferred loan costs were $701 at December 31, 2020.

	June 30, 2021		December 31, 2020
	September 30, 2021		December 31, 2020
Commercial	$	~~197~~139,~~287~~375	$	359,080
Real estate:
Construction		5541,~~500~~772		73,402
Commercial		~~502~~497,~~471~~203		502,495
Residential		~~187~~181,~~479~~870		197,596
Consumer		65,~~003~~920		6,666
Total	$	~~948~~866,~~740~~140	$	1,139,239

The Company participated in the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), Paycheck Protection Program (“PPP”), a multi-billion dollar specialized

low-interest

loan program funded by the U.S. Treasury Department and administered by the U.S. Small Business Administration. The PPP provides borrower guarantees for lenders, as well as loan forgiveness incentives for borrowers that utilize the loan proceeds to cover employee compensation-related business operating costs. As of September 30, 2021, the Company had PPP loans totaling $23,579, net of unearned loan fees of $599, included in commercial loans. PPP loans totaled $251,810, net of unearned fees of $5,075 as of December 31, 2020.

Table of Contents

The change in the allowance for loan

losses account by major loan classifications for the three and nine months ended September 30, 2021 and 2020 is summarized as follows:

The change in the allowance for loan losses account by major loan classifications for the three and six months ended June 30, 2021 and 2020 is summarized as follows:

				Real Estate
September 30, 2021	Commercial			Construction			Commercial			Residential			Consumer			Unallocated		Total
Allowance for loan losses:
Beginning Balance, July 1, 2021	$	1,416		$	753		$	6,365		$	1,858		$	111		$	364	$	10,867
Charge-offs		(15	)								(9	)		(33	)				(57	)
Recoveries		3						5						16					24
Provisions		(202	)		(143	)		186			131			1			27

Ending balance	$	1,202		$	610		$	6,556		$	1,980		$	95		$	391	$	10,834


				Real Estate									Real Estate
September 30, 2021	Commercial			Construction			Commercial			Residential			Consumer			Unallocated		Total
Allowance for loan losses:
Beginning Balance, January 1, 2021	$	1,705		$	1,117		$	6,494		$	2,427		$	142		$	315	$	12,200
Charge-offs		(225	)		(37	)		(373	)		(9	)		(118	)				(762	)
Recoveries		60						8			2			61					131
Provisions		(338	)		(470	)		427			(440	)		10			76		(735	)

Ending balance	$	1,202		$	610		$	6,556		$	1,980		$	95		$	391	$	10,834


				Real Estate
September 30, 2020	Commercial			Construction			Commercial			Residential			Consumer			Unallocated		Total
Allowance for loan losses:
Beginning Balance, July 1, 2020	$	1,685		$	741		$	5,078		$	2,070		$	162		$		$	9,736
Charge-offs														(42	)				(42	)
Recoveries		2						57						27					86
Provisions		173			145			1,015			490			21					1,844

Ending balance	$	1,860		$	886		$	6,150		$	2,560		$	168		$		$	11,624


				Real Estate
September 30, 2020	Commercial			Construction			Commercial			Residential			Consumer			Unallocated		Total
Allowance for loan losses:
Beginning Balance, January 1, 2020	$	1,953		$	473		$	3,115		$	1,820		$	155		$		$	7,516
Charge-offs		(899	)					(595	)		(2	)		(243	)				(1,739	)
Recoveries		11						59			1			120					191
Provisions		795			413			3,571			741			136					5,656

Ending balance	$	1,860		$	886		$	6,150		$	2,560		$	168		$		$	11,624

				Real Estate
June 30, 2021	Commercial			Construction			Commercial			Residential			Consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance, April 1, 2021	$	1,393		$	1,134		$	6,793		$	2,236		$	127		$	457		$	12,140
Charge-offs		(201	)					(373	)					(37	)					(611	)
Recoveries		57						2						14						73
Provisions		167			(381	)		(57	)		(378	)		7			(93	)		(735	)
Ending balance	$	1,416		$	753		$	6,365		$	1,858		$	111		$	364		$	10,867
				Real Estate									Real Estate
June 30, 2021	Commercial			Construction			Commercial			Residential			Consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance, January 1, 2021	$	1,705		$	1,117		$	6,494		$	2,427		$	142		$	315		$	12,200
Charge-offs		(210	)		(37	)		(373	)					(85	)					(705	)
Recoveries		57						3			2			45						107
Provisions		(136	)		(327	)		241			(571	)		9			49			(735	)
Ending balance	$	1,416		$	753		$	6,365		$	1,858		$	111		$	364		$	10,867
				Real Estate
June 30, 2020	Commercial			Construction			Commercial			Residential			Consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance, April 1, 2020	$	1,671		$	695		$	3,917		$	1,713		$	152		$	103		$	8,251
Charge-offs								(501	)		(2	)		(71	)					(574	)
Recoveries		7						2			1			37						47
Provisions		7			46			1,660			358			44			(103	)		2,012
Ending balance	$	1,685		$	741		$	5,078		$	2,070		$	162		$			$	9,736
				Real Estate
June 30, 2020	Commercial			Construction			Commercial			Residential			Consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance, January 1, 2020	$	1,953		$	473		$	3,115		$	1,820		$	155		$			$	7,516
Charge-offs		(899	)					(595	)		(2	)		(201	)					(1,697	)
Recoveries		9						2			1			93						105
Provisions		622			268			2,556			251			115						3,812
Ending balance	$	1,685		$	741		$	5,078		$	2,070		$	162		$			$	9,736

Table of Contents

The allocation of the allowance for loan losses and related loans by classifications of loans at ~~June~~September 30, 2021 and December 31, 2020 is summarized as follows:

Real Estate

June 30, 2021

Commercial

Construction

Commercial

Residential

Consumer

Unallocated

Total

September 30, 2021

Commercial

Construction

Commercial

Residential

Consumer

Unallocated

Total

Allowance for loan losses:

Ending balance

1,~~416~~202

~~753~~610

6,~~365~~556

1,~~858~~980

~~111~~95

~~364~~391

10,~~867~~834

Ending balance:

individually evaluated for impairment

9548

Ending balance:

collectively evaluated for impairment

1,~~416~~202

~~753~~610

6,~~270~~508

1,~~858~~980

~~111~~95

~~364~~391

10,~~772~~786

Ending balance:

purchased credit impaired loans

Loans receivable:

Ending balance

~~197~~139,~~287~~375

5541,~~500~~772

~~502~~497,~~471~~203

~~187~~181,~~479~~870

65,~~003~~920

~~948~~866,~~740~~140

Ending balance:

individually evaluated for impairment

~~974~~608

~~957~~

67,~~284~~447

2,~~355~~522

10,~~570~~577

Ending balance:

collectively evaluated for impairment

~~196~~138,~~313~~767

5441,~~543~~772

~~495~~489,~~870~~563

~~184~~179,~~978~~210

65,~~003~~920

~~937~~855,~~707~~232

Ending balance:

purchased credit impaired loans

~~317~~193

~~146~~138

~~463~~331

Table of Contents


			Real Estate
December 31, 2020	Commercial		Construction		Commercial		Residential		Consumer		Unallocated		Total
Allowance for loan losses:
Ending balance	$	1,705	$	1,117	$	6,494	$	2,427	$	142	$	315	$	12,200

Ending balance:
individually evaluated for impairment

Ending balance:
collectively evaluated for impairment		1,705		1,117		6,494		2,427		142		315		12,200

Ending balance:
purchased credit impaired loans	$		$		$		$		$		$		$

Loan’s receivable:
Ending balance	$	359,080	$	73,402	$	502,495	$	197,596	$	6,666	$		$	1,139,239

Ending balance:
individually evaluated for impairment		1,565				6,444		2,494						10,503

Ending balance:
collectively evaluated for impairment		357,515		73,402		495,674		194,939		6,666				1,128,196

Ending balance:
purchased credit impaired loans	$		$		$	377	$	163	$		$		$	540

The Company segments loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.

Non-homogeneous

loans are individually analyzed for credit risk by classifying them within the Company’s internal risk rating system. The Company’s risk rating classifications are defined as follows:

•

Pass—A loan to borrowers with acceptable credit quality and risk that is not adversely classified as Substandard, Doubtful, Loss or designated as Special Mention.

Table of Contents

•

Special Mention—A loan that has potential weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Special Mention loans are not adversely classified since they do not expose the Company to sufficient risk to warrant adverse classification.

•

Substandard—A loan that is inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

•

Doubtful—A loan classified as Doubtful has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make the collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

•

Loss—A loan classified as Loss is considered uncollectible and of such little value that its continuance as a bankable loan is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may occur in the future. Homogeneous loans not meeting the criteria above are considered pass rated loans and evaluated based on delinquency performance.

The following tables present the major classifications

of loans summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system at September 30, 2021 and December 31, 2020:


September 30, 2021	Pass		Special Mention		Substandard		Doubtful	Total
Commercial	$	138,433	$		$	942	$	$	139,375
Real estate:
Construction		40,092				1,680			41,772
Commercial		450,401		29,197		17,605			497,203
Residential		178,210		1,109		2,551			181,870
Consumer		5,920							5,920

Total	$	813,056	$	30,306	$	22,778	$	$	866,140


December 31, 2020	Pass		Special Mention		Substandard		Doubtful	Total
Commercial	$	353,758	$	3,147	$	2,175	$	$	359,080
Real estate:
Construction		63,838		1,817		7,747			73,402
Commercial		451,190		29,180		22,125			502,495
Residential		191,775		2,670		3,151			197,596
Consumer		6,666							6,666

Total	$	1,067,227	$	36,814	$	35,198	$	$	1,139,239

The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of September 30, 2021 and December 31, 2020. Purchase credit impaired (“PCI”) loans are excluded from the aging and nonaccrual loan schedules.


	Accrual Loans
September 30, 2021	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
Commercial	$	531	$		$		$	531	$	138,835	$	9	$	139,375
Real estate:
Construction		185				1,703		1,888		39,884				41,772
Commercial				63				63		495,552		1,395		497,010
Residential		629		252		177		1,058		179,785		889		181,732
Consumer		6		9				15		5,905				5,920

Total	$	1,351	$	324	$	1,880	$	3,555	$	859,961	$	2,293	$	865,809

Purchased credit impaired loans														331

Total Loans													$	866,140

Table of Contents

The following tables present the major classifications of loans summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system at June 30, 2021 and December 31, 2020:

	Accrual Loans
December 31, 2020	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
Commercial	$	64	$	1	$		$	65	$	358,496	$	519	$	359,080
Real estate:
Construction										73,402				73,402
Commercial		1,238		4,063				5,301		496,785		32		502,118
Residential		2,125		2,993		146		5,264		191,299		870		197,433
Consumer		22		20		10		52		6,614				6,666

Total	$	3,449	$	7,077	$	156	$	10,682	$	1,126,596	$	1,421	$	1,138,699

Purchased credit impaired loans														540

Total Loans													$	1,139,239

June 30, 2021	Pass		Special Mention		Substandard		Doubtful	Total
Commercial	$	193,190	$	2,763	$	1,334	$	$	197,287
Real estate:
Construction		47,732				7,768			55,500
Commercial		450,523		26,162		25,786			502,471
Residential		183,751		1,122		2,606			187,479
Consumer		6,003							6,003
Total	$	881,199	$	30,047	$	37,494	$	$	948,740
December 31, 2020	Pass		Special Mention		Substandard		Doubtful	Total
Commercial	$	353,758	$	3,147	$	2,175	$	$	359,080
Real estate:
Construction		63,838		1,817		7,747			73,402
Commercial		451,190		29,180		22,125			502,495
Residential		191,775		2,670		3,151			197,596
Consumer		6,666							6,666
Total	$	1,067,227	$	36,814	$	35,198	$	$	1,139,239

The following tables summarize information concerning impaired loans as of and for the three and nine months ended September 30, 2021 and 2020, and as of and for the year ended, December 31, 2020 by major loan classification, excluding purchased credit impaired loans:

The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of June 30, 2021 and December 31, 2020. Purchase credit impaired (“PCI”) loans are excluded from the aging and nonaccrual loan schedules.


							This Quarter				Year-to-Date
September 30, 2021	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	608	$	608			$	791	$	8	$	1,243	$	58
Real estate:
Construction								479				643
Commercial		1,757		1,757				1,214		16		1,949		58
Residential		2,660		2,790				2,581		27		2,567		89
Consumer

Total		5,025		5,155				5,065		51		6,402		205

With an allowance recorded:
Commercial
Real estate:
Construction
Commercial		5,883		5,883		48		5,907		110		4,958		253
Residential
Consumer

Total		5,883		5,883		48		5,907		110		4,958		253

Commercial		608		608				791		8		1,243		58
Real estate:
Construction								479				643
Commercial		7,640		7,640		48		7,121		126		6,907		311
Residential		2,660		2,790				2,581		27		2,567		89
Consumer

Total	$	10,908	$	11,038	$	48	$	10,972	$	161	$	11,360	$	458

	Accrual Loans
June 30, 2021	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
Commercial	$	82	$	15	$		$	97	$	196,856	$	334	$	197,287
Real estate:
Construction										54,543		957		55,500
Commercial		92		283				375		501,592		187		502,154
Residential		598		275		87		960		185,455		918		187,333
Consumer		24		7		4		35		5,968				6,003
Total	$	796	$	580	$	91	$	1,467	$	944,414	$	2,396	$	948,277
Purchased credit impaired loans														463
Total Loans													$	948,740
	Accrual Loans
December 31, 2020	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
Commercial	$	64	$	1	$		$	65	$	358,496	$	519	$	359,080
Real estate:
Construction										73,402				73,402
Commercial		1,238		4,063				5,301		496,785		32		502,118
Residential		2,125		2,993		146		5,264		191,299		870		197,433
Consumer		22		20		10		52		6,614				6,666
Total	$	3,449	$	7,077	$	156	$	10,682	$	1,126,596	$	1,421	$	1,138,699
Purchased credit impaired loans														540
Total Loans													$	1,139,239

Table of Contents

The following tables summarize information concerning impaired loans as of and for the three and six months ended June 30, 2021 and 2020, and as of and for the year ended, December 31, 2020 by major loan classification:

							This Quarter				Year-to-Date
June 30, 2021	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	974	$	974			$	1,326	$	9	$	1,473	$	50
Real estate:
Construction		957		957				964				726
Commercial		671		671				793		8		2,322		42
Residential		2,501		2,631				2,521		29		2,560		62
Consumer
Total		5,103		5,233				5,604		46		7,081		154
With an allowance recorded:
Commercial
Real estate:
Construction
Commercial		5,930		5,930	$	95		5,950		95		4,476		143
Residential
Consumer
Total		5,930		5,930		95		5,950		95		4,476		143
Commercial		974		974				1,326		9		1,473		50
Real estate:
Construction		957		957				964				726
Commercial		6,601		6,601		95		6,743		103		6,798		185
Residential		2,501		2,631				2,521		29		2,560		62
Consumer
Total	$	11,033	$	11,163	$	95	$	11,554	$	141	$	11,557	$	297


	Recorded Investment		Unpaid Principal Balance		Related Allowance	For the Year Ended
December 31, 2020	Recorded Investment		Unpaid Principal Balance		Related Allowance	Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	1,565	$	1,675		$	1,356	$	416
Real estate:
Construction
Commercial		6,821		6,821			4,392		311
Residential		2,657		2,787			2,493		146
Consumer

Total		11,043		11,283			8,241		873

With an allowance recorded:
Commercial							561
Real estate:
Construction
Commercial							391		65
Residential
Consumer

Total							952		65

Commercial		1,565		1,675			1,917		416
Real estate:
Construction
Commercial		6,821		6,821			4,783		376
Residential		2,657		2,787			2,493		146
Consumer

Total	$	11,043	$	11,283		$	9,193	$	938


							This Quarter				Year-to-Date
September 30, 2020	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	1,732	$	1,842			$	1,896	$	154	$	1,630	$	354
Real estate:
Construction
Commercial		3,124		3,510				6,141		10		4,944		76
Residential		2,652		2,782				2,700		12		2,564		118
Consumer

Total		7,508		8,134				10,737		176		9,138		548

With an allowance recorded:
Commercial		121		121	$	32		121				121
Real estate:
Construction
Commercial		5,769		5,759		1		2,885		61		2,045		65
Residential
Consumer

Total		5,890		5,890		33		3,006		61		2,166		65

Commercial		1,853		1,963		32		2,017		154		1,751		354
Real estate:
Construction
Commercial		8,893		9,279		1		9,026		71		6,989		141
Residential		2,652		2,782				2,700		12		2,564		118
Consumer

Total	$	13,398	$	14,024	$	33	$	13,743	$	237	$	11,304	$	613

Table of Contents

							This Quarter				Year-to-Date
June 30, 2020	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	2,059	$	2,169	$		$	1,579	$	132	$	1,603	$	200
Real estate:
Construction
Commercial		9,158		9,659				5,854		19		5,561		66
Residential		2,748		2,878				2,520		81		2,539		106
Consumer
Total		13,965		14,706				9,953		232		9,703		372
With an allowance recorded:
Commercial		121		121		29		121				621
Real estate:
Construction
Commercial								184				391		4
Residential
Consumer
Total		121		121		29		305				1,012		4
Commercial		2,180		2,290		29		1,700		132		2,224		200
Real estate:
Construction
Commercial		9,158		9,659				6,038		19		5,952		70
Residential		2,748		2,878				2,520		81		2,539		106
Consumer
Total	$	14,086	$	14,827	$	29	$	10,258	$	232	$	10,715	$	376

For the three and nine months ended September 30, interest income related to impaired loans, would have been $21 and $70 in 2021 and $33 and $89 in 2020 had the loans been current and the terms of the loans not been modified.

For the three and six months ended June 30, interest income related to impaired loans, would have been $21 and $49 in 2021 and $35 and $56 in 2020 had the loans been current and the terms of the loans not been modified.

Troubled debt restructured loans are loans with original terms, interest rate, or both, that have been modified as a result of a deterioration in the borrower’s financial condition and a concession has been granted that the Company would not otherwise consider. Unless on nonaccrual, interest income on these loans is recognized when earned, using the interest method. The Company offers a variety of modifications to borrowers that would be considered concessions. The modification categories offered generally fall within the following categories:

•

Rate Modification—A modification in which the interest rate is changed to a below market rate.

•

Term Modification—A modification in which the maturity date, timing of payments or frequency of payments is changed.

•

Interest Only Modification—A modification in which the loan is converted to interest only payments for a period of time.

•

Payment Modification—A modification in which the dollar amount of the payment is changed, other than an interest only modification described above.

•

Combination Modification—Any other type of modification, including the use of multiple categories above.

Included in the commercial loan and commercial and residential real estate categories are troubled debt restructures that are classified as impaired. Troubled debt restructures totaled $9,~~295~~206 at ~~June~~September 30, 2021, $9,985 at December 31, 2020 and $9,~~988~~893 at ~~June~~September 30, 2020.

There were no loans modified as troubled debt restructures during the three and ~~six~~nine months ended ~~June~~September 30, 2021. There were ~~nine~~no loans modified as troubled debt restructures during the ~~second~~third quarter of 2020 and nine loans modified during the ~~six~~nine months ended ~~June~~September 30, 2020 totaling $7,817.

During the three and ~~six~~nine months ended ~~June~~September 30, 2021, there were no defaults on restructured loans. During the three months ended ~~June~~September 30, 2020, there were no defaults on ~~loans~~ restructured loans and one default on a restructured loan totaling $368 during the ~~six~~nine months ended ~~June~~September 30, 2020.

Table of Contents

off-balance

	June 30, 2021		December 31, 2020
Unused portions of lines of credit	$	102,141	$	92,848
Construction loans		14,320		24,751
Commitments to extend credit		12,797		10,275
Deposit overdraft protection		18,031		18,117
Standby and performance letters of credit		7,274		6,577
Total	$	154,563	$	152,568

off-balance

on-balance

off-balance

6. Other assets:

The components of other assets at September 30, 2021 and December 31, 2020

are summarized as follows:

The components of other assets at June 30, 2021 and December 31, 2020 are summarized as follows:

	September 30, 2021		December 31, 2020
Other real estate owned	$		$	422
Bank owned life insurance		31,999		31,425
Restricted equity securities		2,171		1,759
Deferred tax assets		3,825		3,907
Lease right-of-use assets		1,516		2,278
Other assets		8,641		8,629

Total	$	48,152	$	48,420

	June 30, 2021		December 31, 2020
Other real estate owned	$	219	$	422
Bank owned life insurance		31,821		31,425
Restricted equity securities		1,968		1,759
Deferred tax assets		3,621		3,907
Lease right-of-use assets		1,598		2,278
Other assets		9,271		8,629
Total	$	48,498	$	48,420

7. Fair value estimates:

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosure under GAAP. Fair value estimates are calculated without attempting to estimate the value of anticipated future business and the value of certain assets and liabilities that are not considered financial. Accordingly, such assets and liabilities are excluded from disclosure requirements.

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures”, fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets. In many cases, these values cannot be realized in immediate settlement of the instrument. Current fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction that is not a forced liquidation or distressed sale between participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

1918

Table of Contents

Inliquidation ~~accordance~~or ~~with~~distressed ~~GAAP,~~sale between participants at the ~~Company~~measurement ~~groups~~date ~~its~~under ~~assets~~current market conditions. If there has been a significant decrease in the volume and ~~liabilities~~level ~~generally~~of ~~measured~~activity atfor ~~fair~~the ~~value~~asset ~~into~~or ~~three~~liability, ~~levels~~a ~~based~~change onin ~~market~~valuation ~~information~~technique or ~~other~~the ~~fair~~use ~~value~~of ~~estimates~~multiple invaluation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the ~~assets~~measurement ~~and~~date ~~liabilities~~under ~~are~~current ~~traded~~market orconditions ~~valued,~~depends on the facts and circumstances and requires the ~~reliability~~use of significant judgment. The fair value is a reasonable point within the ~~assumptions~~range ~~used~~that tois ~~determine~~most representative of fair value. ~~These~~under ~~levels~~current ~~include:~~market conditions.

In accordance with GAAP, the Company groups its assets and liabilities generally measured at fair value into three levels based on market information or other fair value estimates in which the assets and liabilities

are traded or valued, and the reliability of the assumptions used to determine fair value. These levels include:

•

Level 1: Unadjusted quoted prices of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

•

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

An asset’s or liability’s placement in the fair value hierarchy is based on the lowest level of input that is significant to the fair value estimate.

The following methods and assumptions were used by the Company to calculate fair values and related carrying amounts of assets and liabilities measured at fair value on a recurring basis:

Investment securities:

The fair values for U. S. Treasury securities and marketable equity securities are based on quoted market prices from active exchange markets. The fair values of debt securities are based on pricing from a matrix pricing model.

Interest rate swap hedges

: The fair value of interest rate swaps is based on an external derivative model using input data of the valuation date.

Assets and liabilities measured at fair value on a recurring basis at ~~June~~September 30, 2021 and December 31, 2020 are summarized as follows:

Fair Value Measurement Using

June 30, 2021

Amount

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

September 30, 2021

Amount

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

U.S. Treasury securities

9,689

State and Municipals:

Taxable

2322,~~213~~176

Tax-exempt

43,~~887~~542

Mortgage-backed securities:

U.S. Government agencies

3835,~~090~~611

U.S. Government-sponsored enterprises

1715,~~945~~339

Corporate debt obligations

15,~~224~~037

Total

~~148~~131,~~048~~705

~~9,689~~

~~138~~131,~~359~~705

Interest rate swap hedge

~~545~~599

December 31, 2020

Fair Value Measurement Using

Amount

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

State and municipals:

Taxable

22,574

Tax-exempt

18,395

Mortgage-backed securities:

U.S. Government agencies

26,991

U.S. Government-sponsored enterprises

25,052

Corporate debt obligations

10,683

Total

103,695

Interest rate swap hedge

172

Table of Contents

December 31, 2020	Fair Value Measurement Using
December 31, 2020	Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
State and municipals:
Taxable	$	22,574		$	22,574
Tax-exempt		18,395			18,395
Mortgage-backed securities:
U.S. Government agencies		26,991			26,991
U.S. Government-sponsored enterprises		25,052			25,052
Corporate debt obligations		10,683			10,683

Total	$	103,695		$	103,695

Interest rate swap hedge	$	172		$	172

Other real estate owned

: Assets acquired through loan foreclosure are recorded at fair value less estimated costs to sell, with any difference between the fair value of the property and the carrying value of the loan recorded as a

charge-off.

If the fair value is higher than the carrying amount of the loan, the excess is recognized first as a recovery and then as noninterest income. Subsequent changes in value are reported as adjustments to the carrying amount and are recorded in noninterest expense. The carrying value of other real estate owned is not

Table of Contents

re-measured

to fair value on a recurring basis but is subject to fair value adjustments when the carrying value differs from the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals, current sale value assessments by real estate agents or pending offers to acquire by independent buyers and is updated at least annually. The Company classifies other real estate owned in level 3 of the fair value hierarchy.

Impaired loans

: The fair value of impaired loans is specifically reviewed for purposes of determining the appropriate amount of impairment to be allocated to the ALLL. Fair value is generally measured based on the value of the collateral securing the loans. Collateral may include but is not necessarily limited to real estate, personal or business assets including vehicles, equipment, inventory, accounts receivable or marketable securities. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed third-party appraiser (Level 3). The value of business equipment is based on an outside appraisal, if deemed significant, or the net book value on the applicable borrower financial statements. Likewise, values for inventory, accounts receivable or marketable security collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate or custodian account statements (Level 3). Impaired loans are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income.

Assets and liabilities measured at fair value on a nonrecurring basis at ~~June~~September 30, 2021 and December 31, 2020 are summarized as follows:

	Fair Value Measurement Using
June 30, 2021	Amount		(Level 1) Quoted Prices in Active Markets for Identical Assets	(Level 2) Significant Other Observable Inputs	(Level 3) Significant Unobservable Inputs
September 30, 2021	Amount		(Level 1) Quoted Prices in Active Markets for Identical Assets	(Level 2) Significant Other Observable Inputs	(Level 3) Significant Unobservable Inputs
Other real estate owned	$	219			$	219
Impaired loans, net of related allowance	$	5,835			$	5,835
Impaired loans, net of related allowance		5,835				5,835
Total	$	5,835			$	5,835
Total	$	6,054			$	6,054
December 31, 2020	Fair Value Measurement Using
	Amount		(Level 1) Quoted Prices in Active Markets for Identical Assets	(Level 2) Significant Other Observable Inputs	(Level 3) Significant Unobservable Inputs
Other real estate owned	$	422			$	422
Total	$	422			$	422

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company utilized Level 3 inputs to determine fair value at June 30, 2021 and December 31, 2020. 20

Quantitative Information about Level 3 Fair Value Measurements

June 30, 2021

Fair Value Estimate

Valuation Techniques

Unobservable Input

Range (Weighted Average)

Other real estate owned

$219

Appraisal of collateral

Appraisal adjustments

0.0% to 3.0% (3.0%)

Liquidation expenses

10.0% to 10.0% (10.0%)

Impaired loans

5,835

Appraisal of collateral

Appraisal adjustments

0.0% to 0.0% (0.0%)

Liquidation expenses

7.0% to 7.0% (7.0%)

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2020

Fair Value Estimate

Valuation Techniques

Unobservable Input

Range (Weighted Average)

Other real estate owned

$422

Appraisal of collateral

Appraisal adjustments

20.0% to 14.0% (8.4%)

Liquidation expenses

10.0% to 10.0% (10.0%)

Table of Contents

Quantitative Information about Level 3 Fair Value Measurements

September 30, 2021

Fair Value
Estimate

Valuation Techniques

Unobservable Input

Range
(Weighted Average)

Impaired loans

$5,835

Appraisal of collateral

Appraisal adjustments

0.0% to 0.0% (0.0%)

Liquidation expenses

7.0% to 7.0% (7.0%)

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2020

Fair Value
Estimate

Valuation Techniques

Unobservable Input

Range
(Weighted Average)

Other real estate owned

$422

Appraisal of collateral

Appraisal adjustments

20.0% to 14.0% (8.4%)

Liquidation expenses

10.0% to 10.0% (10.0%)

The carrying and fair values of the Company’s financial instruments at September 30, 2021 and December 31, 2020 and their placement within the fair value hierarchy are as follows:


	Carrying Amount		Fair Value Hierarchy
September 30, 2021	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	186,078	$	186,078	$	186,078
Investment securities		131,705		131,705			$	131,705
Loans held for sale		443		443				443
Net loans		855,306		840,466					$	840,466
Accrued interest receivable		2,604		2,604				715		1,889
Restricted equity securities		2,171		2,171
Interest rate swap hedges		599		599				599
Financial liabilities:
Deposits	$	1,069,574	$	1,070,933			$	1,070,933
Long-term debt		52,004		54,920				54,920
Accrued interest payable		847		847				847

	Carrying Amount		Fair Value Hierarchy
December 31, 2020	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	49,781	$	49,781	$	49,781
Investment securities available-for-sale		103,695		103,695			$	103,695
Loans held for sale		4,338		4,338				4,338
Net loans		1,127,039		1,116,618					$	1,116,618
Accrued interest receivable		4,216		4,216				578		3,638
Restricted equity securities		1,759		1,759
Interest rate swap hedges		172		172				172
Financial liabilities:
Deposits	$	1,015,460	$	1,018,529			$	1,018,529
Long-term debt		228,765		231,748				231,748
Accrued interest payable		1,038		1,038				1,038

Table of Contents

8. Subsequent

Events:

The carrying and fair values of the Company’s financial instruments at June 30, 2021 and December 31, 2020 and their placement within the fair value hierarchy are as follows:

	Carrying Amount		Fair Value Hierarchy
June 30, 2021			Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	57,508	$	57,508	$	57,508
Investment securities		148,048		148,048		9,689	$	138,359
Loans held for sale		180		180				180
Net loans		937,873		921,600					$	921,600
Accrued interest receivable		3,532		3,532				911		2,621
Restricted equity securities		1,968		1,968
Interest rate swap hedges		545		545				545
Financial liabilities:
Deposits	$	1,044,515	$	1,046,218			$	1,046,218
Long-term debt		51,956		54,970				54,970
Accrued interest payable		504		504				504
	Carrying Amount		Fair Value Hierarchy
December 31, 2020			Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	49,781	$	49,781	$	49,781
Investment securities available-for-sale		103,695		103,695			$	103,695
Loans held for sale		4,338		4,338				4,338
Net loans		1,127,039		1,116,618					$	1,116,618
Accrued interest receivable		4,216		4,216				578		3,638
Restricted equity securities		1,759		1,759
Interest rate swap hedges		172		172				172
Financial liabilities:
Deposits	$	1,015,460	$	1,018,529			$	1,018,529
Long-term debt		228,765		231,748				231,748
Accrued interest payable		1,038		1,038				1,038

8. Subsequent Events:

In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred from the date of the financial statements through the date these consolidated financial statements were issued. On June 30, 2021, Riverview entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mid Penn Bancorp, Inc. (“Mid Penn”) pursuant to which Riverview will merge with and into Mid Penn (the “Merger”), with Mid Penn being the surviving corporation in the Merger. Upon consummation of the Merger, Riverview Bank, a wholly-owned subsidiary of Riverview, will be merged with and into Mid Penn Bank, a wholly-owned subsidiary of Mid Penn, with Mid Penn Bank being the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved by the boards of directors of Mid Penn and Riverview. The Merger is expected to close in the fourth quarter of 2021.

Table of Contents

Riverview Financial Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

Item 2.

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

The following discussion and analysis should be read in conjunction with the unaudited consolidated interim financial statements contained in Part I, Item 1 of this report, and with our audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our Annual Report on

Form 10-K

for the year ended December 31, 2020.

Cautionary Note Regarding Forward-Looking Statements:

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. These statements are based on assumptions and may describe future plans, strategies and expectations of Riverview Financial Corporation and its direct and indirect subsidiaries. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. All statements in this report, other than statements of historical facts, are forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to: our ability to achieve the intended benefits of acquisitions and integration of previously acquired businesses; restructuring initiatives; changes in interest rates; economic conditions, particularly in our market area; legislative and regulatory changes and the ability to comply with the significant laws and regulations governing the banking and financial services business; monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of Treasury and the Federal Reserve System; credit risk associated with lending activities and changes in the quality and composition of our loan and investment portfolios; demand for loan and other products; deposit flows; competition; changes in the values of real estate and other collateral securing the loan portfolio, particularly in our market area; changes in relevant accounting principles and guidelines; and inability of third party service providers to perform. Most recently, the risk factors associated with the onset of

COVID-19

could continue to have a material adverse effect on significant estimates, operations, and business results of Riverview.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, Riverview Financial Corporation does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Notes to the Consolidated Financial Statements referred to in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are incorporated by reference into the MD&A. Certain prior period amounts have been reclassified to conform with the current year’s presentation and did not have any effect on the operating results or financial position of the Company.

Critical Accounting Policies:

Disclosure of our significant accounting policies are included in Note 1 to the Consolidated Financial Statements of the Annual Report on

Form 10-K

for the year ended December 31, 2020. Some of these policies are particularly sensitive requiring significant judgments, estimates and assumptions. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions. We believe that the most critical accounting policies upon which our financial condition and results of operation depend, and which involve the most complex subjective decisions or assessments, are included in Note 1 to the consolidated financial statements in the Company’s Annual Report on

Form 10-K

for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 11, 2021.

~~Operating~~Review ~~Environment~~of Financial Position:

~~COVID-19~~Total assets decreased $114,761 to $1,242,793 at September 30, 2021, from $1,357,554 at December 31, 2020. Loans, net, decreased to $866,140 at September 30, 2021, compared to $1,139,239 at December 31, 2020, a decrease of $273,099. The decrease in loans was due primarily to SBA forgiveness payments on PPP loans. Approximately 91.3%, amounting to $247,625 of outstanding PPP loans at December 31, 2020, were forgiven in the first nine months of 2021. Business lending, including commercial and commercial real estate loans, decreased $224,997, retail lending, including residential mortgages and consumer loans, decreased $16,472, and

Table of Contents

construction lending decreased $31,630 during the nine months ended September 30, 2021. Investment securities increased $28,010, or 27.0%, in the nine months ended September 30, 2021. Noninterest-bearing deposits increased $18,956, while interest-bearing deposits increased $35,158 during the nine months ended September 30, 2021. Total stockholders’ equity increased $10,144, to $107,576 at September 30, 2021 from $97,432 at

The impact of the virus has been felt nationally and within our primary market area as unemployment rates had been elevated but have since returned to more historically normal levels. The unemployment rate is now substantially lower for the United States and the Commonwealth of Pennsylvania and was 5.9% and 6.4%, respectively, in June 2021 compared to 11.1% and 13.2%, respectively, in June 2020. The average unemployment rate for counties in our market area decreased to 6.2% in June 2021 compared to 12.2% in June 2021. The resulting impacts of the pandemic and subsequent government stimulus programs on consumer and business customers has caused changes in consumer and business spending, borrowing needs, and saving habits. This has also affected the demand for loans and other products and services we offer, as well as the creditworthiness of potential and current borrowers and delinquency rates. Our business and consumer customers continue to experience varying degrees of financial distress, but overall, there has been continued improvement and stability in credit quality metrics associated with our loan portfolio.

Inflationary pressures continue to increase even as Federal stimulus programs reduce economic impact payments which had provided funds to the personal and business sectors. The Personal Consumption Expenditures (“PCE”) index, excluding food and energy prices, increased 6.4% in the second quarter of 2021 compared to 2.7% in the first quarter of 2021. While stimulus payments have helped to increase demand by providing cash to consumers and businesses, supply-side limitations have reduced availability of goods and have helped increase prices on certain goods, all which will have an impact on future Federal Open Market Committee (“FOMC”) actions related to short-term interest rates. Prior year monetary policy actions by the FOMC to decrease the target Federal Funds rate to a range of 0% to 0.25% have adversely impacted the Company’s net interest margin and will continue to compress earnings on earning assets.

On June 30, 2021, Riverview entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mid Penn Bancorp, Inc. (“Mid Penn”) pursuant to which Riverview will merge with and into Mid Penn (the “Merger”), with Mid Penn being the surviving corporation in the Merger. Upon consummation of the Merger, Riverview Bank, a wholly-owned subsidiary of Riverview, will be merged with and into Mid Penn Bank, a wholly-owned subsidiary of Mid Penn, with Mid Penn Bank being the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved by the boards of directors of Mid Penn and Riverview. The Merger is expected to close in the fourth quarter of 2021. Subject to the terms and conditions of the Merger Agreement, upon consummation of the Merger, each share of common stock of Riverview will be converted into 0.4833 shares of Mid Penn common stock, subject to the payment of cash in lieu of fractional shares. For additional information related to the Merger and Merger Agreement refer to the Securities and Exchange Commission Report filed by Riverview on July 2, 2021.

Review of Financial Position:

year-end

2020. The increase in stockholders’ equity was caused primarily by the recognition of net income offset partially by a change in accumulated other comprehensive income. For the nine months ended September 30, 2021, total assets averaged $1,301,414, an increase of $56,838 from $1,244,576 for the same period in 2020.

Investment Portfolio:

The Company’s entire investment portfolio is held as

available-for-sale,

which allows for greater flexibility in using the investment portfolio for liquidity purposes by allowing securities to be sold when favorable market opportunities exist. Investment securities

available-for-sale

totaled $131,705 at September 30, 2021, an increase of $28,010, or 27.0%, from $103,695 at December 31, 2020. Activity in the investment portfolio during the nine months of 2021, included purchases of $74,503, sales of $30,442 and repayments of $13,073.

For the nine months ended September 30, 2021, the investment portfolio averaged $139,504, an increase of $64,311 compared to $75,193 for the same period last year. The

tax-equivalent

yield on the investment portfolio decreased 68 basis points to 2.01% for the nine months ended September 30, 2021, from 2.69% for the comparable period of 2020.

Securities

tax-exempt

tax-equivalent

available-for-sale

are carried at fair value, with unrealized gains or losses net of deferred income taxes reported in the accumulated other comprehensive income (loss) component of stockholders’ equity. We reported net unrealized losses of $80, net of deferred income tax of $17 at September 30, 2021, and net unrealized gains of $1,962, net of deferred income taxes of $412 at December 31, 2020. The change in the unrealized holding gain was the result of increases in general market rates.

Table of Contents

Loan Portfolio:

Loans, net, decreased to $~~948~~866,~~740~~140 at ~~June~~September 30, 2021 from $1,139,239 at December 31, 2020, a decrease of $~~190~~273,~~499~~099, or 1624.70%. The decrease in the loan portfolio was attributable to forgiveness payments on PPP loans totaling $~~188~~247,~~866~~625 and a decrease in organic loan growth of $2144,~~093~~868, offset partially by the origination of PPP loans of $19,~~460~~394. Business loans, including commercial and commercial real estate loans, decreased $~~161~~224,~~817~~997, or 1826.81%, to $~~699~~636,~~758~~576 at ~~June~~September 30, 2021 from $861,575 at December 31, 2020. Retail loans, including residential real estate and consumer loans, decreased $1016,~~780~~472, or 58.31%, to $~~193~~187,~~482~~790 at ~~June~~September 30, 2021 from $204,262 at December 31, 2020. Construction lending decreased $1731,~~902~~630, or 2443.41%, to $5541,~~500~~772 at ~~June~~September 30, 2021 from $73,402 at December 31, 2020. PPP loans, net of unearned loan fees, totaled $8223,~~404~~579 at ~~June~~September 30, 2021 and $251,810 at December 31, 2020.

For the nine months ended September 30, 2021, loans averaged $1,017,390, a decrease of $21,868 compared to $1,039,258 for the same period in 2020. The

tax-equivalent

yield on the loan portfolio was 4.38% for the nine months ended September 30, 2021, a 20 basis point increase from 4.18% for the comparable period last year. The increase in the loan yield was caused by an increase in fees earned on PPP loans. However, the continuation of the low interest rate environment may cause a decline in loan yield as higher yields from payments and prepayments on existing loans are replaced by lower yields originated on new and refinanced loans. Concerns about the spread of

COVID-19

and its anticipated negative impact on economic activity, severely disrupted domestic financial markets prompting the Federal Open Market Committee of the Federal Reserve Board to aggressively cut the target Federal Funds rate by

150-basis

points in the first half of 2020.

In addition to the risks inherent in our loan portfolio in the normal course of business, we are also a party to financial instruments with

off-balance

sheet risk to meet the financing needs of our customers. These instruments include legally binding commitments to extend credit, unused portions of lines of credit and commercial letters of credit made under the same underwriting standards as

on-balance

sheet instruments, and may involve, to varying degrees, elements of credit risk and interest rate risk (“IRR”) in excess of the amount recognized in the consolidated financial statements. With the onset of the

COVID-19

pandemic, we are continually monitoring draws on unused portions of lines of credit and construction loans.

The contractual amounts of

off-balance

sheet commitments at September 30, 2021 and December 31, 2020 are summarized as follows:

	June 30,2021		December 31,2020
	September 30,2021		December 31,2020
Unused portions of lines of credit	$	~~102~~104,~~141~~774	$	92,848
Construction loans		1419,~~320~~111		24,751
Commitments to extend credit		1230,~~797~~104		10,275
Deposit overdraft protection		1817,~~031~~039		18,117
Standby and performance letters of credit		79,~~274~~512		6,577
Total	$	~~154~~180,~~563~~540	$	152,568

~~Asset~~24 ~~Quality:~~

National, Pennsylvania and our market area unemployment rates at June 30, 2021 and 2020 are summarized as follows:

	2021			2020
United States		5.9	%		11.1	%
Pennsylvania		6.4	%		13.2	%
Berks County		6.7	%		13.9	%
Blair County		6.0	%		11.6	%
Bucks County		5.3	%		12.8	%
Centre County		5.2	%		8.5	%
Clearfield County		7.0	%		11.6	%
Dauphin County		6.4	%		13.5	%
Huntingdon County		6.7	%		13.8	%
Lebanon County		5.6	%		12.0	%
Lehigh County		7.1	%		14.7	%
Lycoming County		6.5	%		11.5	%
Perry County		4.7	%		9.6	%
Schuylkill County		6.6	%		12.7	%

Table of Contents

~~Unemployment~~Asset ~~rates~~Quality: have improved substantially since the onset of the pandemic and are significantly better at the end of the second quarter of 2021 compared to the end of second quarter of 2021 for the Nation, Commonwealth of Pennsylvania and within every county in which we have branch locations. The average unemployment rate for all our counties decreased to 5.5% in June 2021 from 12.2% in June 2020. The lowest unemployment rate in 2021 for all the counties we serve was 4.7% which was in Perry County, and the highest recorded rate being 7.1% in Lehigh County. High levels or increases in unemployment rates may have a negative impact on economic growth within these areas and could have a corresponding effect on our business by decreasing loan demand and weakening asset quality.

Nonperforming assets increased $201,400 to $1113,~~982~~362 at ~~June~~September 30, 2021 from $11,962 at December 31, 2020. The increase resulted from a $~~975~~872 increase in nonaccrual loans, ~~which~~and ~~was~~a ~~offset by reductions of~~ $~~687 in accruing restructured loans~~1,724 ~~$203~~increase in ~~other real estate owned and $65 in~~ accruing loans past due 90 days or more., ~~The~~which ~~increase~~were inoffset ~~nonaccrual~~by ~~loans~~reductions ~~was due to increases~~ of $~~155~~774 in ~~commercial~~accruing ~~real~~restructured ~~estate~~ loans, ~~$957 in construction loans,~~ and $48442 in ~~residential~~other ~~loans~~real ~~partially~~estate ~~offset by a reduction of $185 in commercial loans~~owned. As a percentage of loans, net and foreclosed assets, nonperforming assets equaled 1.2654% at ~~June~~September 30, 2021 compared to 1.05% at December 31, 2020. Nonperforming assets ~~decreased~~increased $1,~~169~~380 in the ~~second~~third quarter of 2021 due to an increase of $1,789 in accruing loans past due 90 days or more, with reductions of $~~432~~103 in nonaccrual loans, $~~663~~87 in accruing restructured loans and $74219 in foreclosed assets. The increase in accruing loans past due 90 days or more in the third quarter of 2021 was due to one commercial real estate relationship.

COVID-19

As of June 30, 2021, seven loans with outstanding balances totaling $5,956, or 0.6% of total loans, were deferring loan payments compared to 19 loans with outstanding balances totaling $21,854, or 1.9% of total loans at December 31, 2020. We have experienced significant reductions in the number and amount of modified loans under this program since its inception in the second quarter of 2020. In comparison, as of June 30, 2020, we had outstanding modifications to consumer and commercial customers for 501 loans totaling $256,422, or 22.0%, of total loans. Depending on the circumstances and request from the borrower, modifications were made to defer all payments for loans requiring principal and interest payments, or to defer principal payments only and continue to collect interest payments, or to defer all interest payments for loans requiring interest only payments.

We maintain the allowance for loan losses at a level we believe adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred loan losses inherent in the remainder of the loan portfolio as of the balance sheet date. The allowance for loan losses is based on past events and current economic conditions. We employ the Federal Financial Institutions Examination Council Interagency Policy Statement, as amended, and GAAP in assessing the adequacy of the allowance account.

Under GAAP, the adequacy of the allowance account is determined based on the provisions of FASB Accounting Standards Codification (“ASC”) 310, “Receivables”, for loans specifically identified to be individually evaluated for impairment and the requirements of FASB ASC 450, “Contingencies”, for large groups of smaller-balance homogeneous loans to be collectively evaluated for impairment.

We follow our systematic methodology in accordance with procedural discipline by applying it in the same manner regardless of whether the allowance is being determined at a high point or a low point in the economic cycle. Each quarter, the Chief Credit Officer identifies those loans to be individually evaluated for impairment and those loans collectively evaluated for impairment utilizing standard criteria. Grades are assigned quarterly to loans identified to be individually evaluated. A loan’s grade may differ from period to period based on current conditions and events. However, we consistently utilize the same grading system each quarter. We consistently use loss experience from the latest eight quarters in determining the historical loss factor for each pool collectively evaluated for impairment. Qualitative factors are evaluated in the same manner each quarter and are adjusted within a relevant range of values based on current conditions. We continue to evaluate risks which may impact our loan portfolios. As a result of the coronavirus pandemic and resultant business shutdowns and unemployment spikes, we reviewed our loan portfolio segments, assessing the likely impact of

COVID-19

on each segment and established specific qualitative adjustment factors. As we weigh additional information on the potential impact of this event on our overall economic prospects coupled with our loan officers’ further assessments of the impact on individual borrowers, our delinquencies and loss estimates will be revised as needed, and these revisions could have a material impact on future provisions to the allowance for loan losses and results of operations. For additional disclosure related to the allowance for loan losses refer to the note entitled, “Loans, net and Allowance for Loan Losses”, in the Notes to Consolidated Financial Statements to this Quarterly Report.

The allowance for loan losses decreased $1,366 to $10,384 at September 30, 2021, from $12,200 at the end of 2020 primarily as a result of recognizing a recovery of provision for loan losses and reduced net charge offs. We recognized a $735 recovery of provision for loan losses in 2021 due to experiencing continued stability in the credit quality of the loan portfolio since the onset of the pandemic, as well as evidence of an overall mitigation of related risks factors and decline in organic loan growth. As a result of the uncertainty of the magnitude and longevity of the impact of

COVID-19,

the Company bolstered its allowance for loan losses through additional provisions totaling $6,282 in 2020 due primarily to increased qualitative factors for the economy and concentrations in industries specifically affected by the virus. Current national and local economic conditions reflect a more stable economic climate in 2021 compared with the previous year. The Company was able to decrease its qualitative factors based on the discontinuance of the need to provide CARES Act payment deferrals, improvements in industries most likely to be affected by the pandemic, and continued stability in the credit quality metrics of the loan portfolio. For the nine months ended September 30, net charge offs were $631, or 0.08% of average loans outstanding in 2021 compared to $1,548, or 0.20% of average loans outstanding for the same period in 2020.

Table of Contents

$6,282 in 2020 due primarily to increased qualitative factors for the economy and concentrations in industries specifically affected by the virus. Current national and local economic conditions reflect a more stable economic climate in 2021 compared with the previous year. The Company was able to decrease its qualitative factors in the second quarter based on the remaining low number of CARES Act payment deferrals, improvements in industries most likely to be affected by the pandemic, and continued stability in the credit quality metrics of the loan portfolio. For the six months ended June 30, net charge offs were $598, or 0.11% of average loans outstanding in 2021 compared to $1,592, or 0.33% of average loans outstanding for the same period in 2020.

Deposits:

We attract the majority of our deposits from within our

12-county

market area by offering various deposit products including demand deposit accounts, NOW accounts, business checking accounts, money market deposit accounts, savings accounts, club accounts and time deposits, including certificates of deposit and individual retirement accounts. For the nine months ended September 30, 2021, total deposits increased $54,114 to $1,069,574 from $1,015,460 at December 31, 2020. The increase was due to the successful acquisition of a municipal relationship in 2021. Noninterest-bearing transaction accounts increased $18,956, while interest-bearing accounts increased $35,158. Specifically, interest-bearing transaction accounts, including money market, NOW and savings, increased $67,572 and time deposits, including certificates of deposit and individual retirement accounts decreased $32,414 for the nine months ended September 30, 2021.

Table of Contents

For the nine months ended September 30, interest-bearing deposits averaged $869,603 in 2021 compared to $828,884 in 2020. The cost of interest-bearing deposits was 0.38% in 2021 compared to 0.71% in 2020. Consistent with recent FOMC actions to keep short-term rates at a historically low level due to the onset of

COVID-19,

we took action to lower deposit rates to fend off net interest margin contraction due to changes in loan yields as payments on higher earning existing loans were replaced by lower yields originated on new and refinanced loans.

On May 21, 2021, Riverview Bank, the wholly-owned subsidiary of Riverview Financial Corporation, completed its previously announced branch sale to AmeriServ Financial Bank, whereby AmeriServ Financial Bank acquired the branch office and deposit customers of Citizens Neighborhood Bank (“CNB”), an operating division of Riverview Bank, located in Meyersdale, Pennsylvania, as well as the deposit customers of CNB’s leased branch office in the Borough of Somerset, Pennsylvania. The transferred deposits totaled $42,191 and were acquired for a 3.71% deposit premium amounting to $1,602.

Borrowings:

The Bank utilizes borrowings as a secondary source of liquidity for its asset/liability management. Advances are available from the Federal Home Loan Bank of Pittsburgh (“FHLB”) provided certain standards related to credit worthiness have been met. Repurchase and term agreements are also available from the FHLB.

Short-term borrowings are generally used to meet temporary funding needs and consist of federal funds purchased, securities sold under agreements to repurchase, and overnight and short-term borrowings from Atlantic Community Bankers Bank (“ACBB”), Pacific Community Bankers Bank (“PCBB”) and the FHLB. At ~~June~~September 30, 2021 and December 31, 2020, we did not have any short-term borrowings outstanding.

Long-term debt totaled $5152,~~956~~004 at ~~June~~September 30, 2021 as compared to $228,765 at December 31, 2020. The large decrease in long-term debt is attributable to the payoff of all existing advances taken through the Federal Reserve Bank’s PPPLF, whereby loans originated through the PPP program were pledged as security to facilitate advancements made through the program. For the ~~six~~nine months ended ~~June~~September 30, long-term debt averaged $~~167~~128,~~378~~490 in 2021 and $67117,~~346~~602 in 2020. The average cost of long-term debt was 1.4882% for the ~~six~~nine months ended ~~June~~September 30, 2021, an increase from 10.0474% for the same period last year.

Market Risk Sensitivity:

Market risk is the risk to our earnings or financial position resulting from adverse changes in market rates or prices, such as interest rates, foreign exchange rates or equity prices. Our exposure to market risk is primarily interest rate risk (“IRR”) associated with our lending, investing and deposit-gathering activities. During the normal course of business, we are not exposed to foreign exchange risk or commodity price risk. Our exposure to IRR can be explained as the potential for change in our reported earnings and/or the market value of our net worth. Variations in interest rates affect earnings by changing net interest income and the level of other interest-sensitive income and operating expenses. Interest rate changes also affect the underlying economic value of our assets, liabilities, and

off-balance

sheet items. These changes arise because the present value of future cash flows, and often the cash flows themselves, change with interest rates. The effects of the changes in these present values reflect the change in our underlying economic value and provide a basis for the expected change in future earnings related to interest rates. IRR is inherent in the role of banks as financial intermediaries. However, a bank with a high degree of IRR may experience lower earnings, impaired liquidity, and capital positions, and most likely, a greater risk of insolvency. Therefore, banks must carefully evaluate IRR to promote safety and soundness in their activities.

As a result of the

Table of Contents

COVID-19

pandemic impact on the economy, it has become increasing more challenging to manage IRR. IRR and effectively managing it are very important to both Bank management and regulators. Bank regulations require us to develop and maintain an IRR management program that is overseen by the Board of Directors and senior management, which involves a comprehensive risk management process to effectively identify, measure, monitor and control risk. Should bank regulatory agencies identify a material weakness in a bank’s risk management process or high-risk exposure relative to capital, bank regulatory agencies may take action to remedy these shortcomings. Moreover, the level of IRR exposure and the quality of a bank’s risk management process is a determining factor when evaluating capital adequacy.

The Asset Liability Committee (“ALCO”), comprised of members of our senior management and other appropriate officers, oversees our IRR management program. Specifically, ALCO analyzes economic data and market interest rate trends, as well as competitive pressures, and utilizes computerized modeling techniques to reveal potential exposure to IRR. This allows us to monitor and attempt to control the influence these factors may have on our rate-sensitive assets (“RSA”) and rate-sensitive liabilities (“RSL”), and overall operating results and financial position. One such technique utilizes a static gap model that considers repricing frequencies of RSA and RSL in order to monitor IRR. Gap analysis attempts to measure our interest rate exposure by calculating the net amount of RSA and RSL that reprice within specific time intervals. A positive gap occurs when the amount of RSA repricing in a specific period is greater than the amount of RSL repricing within that same time frame and is indicated by a RSA/RSL ratio greater than 1.0. Conversely, a negative gap occurs when the amount of RSL repricing is greater than the amount of RSA and is indicated by a RSA/RSL ratio of less than 1.0. A positive gap implies that earnings will be impacted favorably if interest rates rise and adversely if interest rates fall during the period. A negative gap tends to indicate that earnings will be affected inversely to interest rate changes.

Table of Contents

Conversely, a negative gap occurs when the amount of RSL repricing is greater than the amount of RSA and is indicated by a RSA/RSL ratio of less than 1.0. A positive gap implies that earnings will be impacted favorably if interest rates rise and adversely if interest rates fall during the period. A negative gap tends to indicate that earnings will be affected inversely to interest rate changes.

Our cumulative

one-year

RSA/RSL ratio equaled 1.87 at September 30, 2021. Given recent inflationary pressure and the potential for rates to rise, the focus of ALCO has been to increase the amount of repricing assets.

The current position at ~~June~~September 30, 2021, indicates that the amount of RSA repricing within one year would exceed that of RSL, with ~~declining~~rising rates causing aan ~~slight~~increase ~~decrease~~ in net interest income. However, these forward-looking statements are qualified in the aforementioned section entitled “Forward-Looking Discussion” in this Management’s Discussion and Analysis.

Static gap analysis, although a standard measuring tool, does not fully illustrate the impact of interest rate changes on future earnings. First, market rate changes normally do not equally or simultaneously affect all categories of assets and liabilities. Second, assets and liabilities that can contractually reprice within the same period may not do so at the same time or to the same magnitude. Third, the interest rate sensitivity table presents a

one-day

position. Variations occur daily as we adjust our rate sensitivity throughout the year. Finally, assumptions must be made in constructing such a table.

As the static gap report fails to address the dynamic changes in the balance sheet composition or prevailing interest rates, we utilize a simulation model to enhance our asset/liability management. This model is used to create pro forma net interest income scenarios under various interest rate shocks. Given an instantaneous and parallel shift in interest rates of plus and minus 100 basis points, our projected net interest income for the 12 months ending ~~June~~September 30, 2021, would increase 69.203% and decrease 5.079% from model results using current interest rates. We will continue to monitor our IRR through employing deposit and loan pricing strategies and directing the reinvestment of loan and investment repayments to manage our IRR position.

Financial institutions are affected differently by inflation than commercial and industrial companies that have significant investments in fixed assets and inventories. Most of our assets are monetary in nature and change correspondingly with variations in the inflation rate. It is difficult to precisely measure the impact inflation has on us, however we believe that our exposure to inflation can be mitigated through asset/liability management.

Liquidity:

Liquidity management is essential to our continuing operations and enables us to meet financial obligations as they come due, as well as to take advantage of new business opportunities as they arise. Financial obligations include, but are not limited to, the following:

•

Funding new and existing loan commitments;

•

Payment of deposits on demand or at their contractual maturity;

•

Repayment of borrowings as they mature;

•

Payment of lease obligations; and

•

Payment of operating expenses.

These obligations are managed daily, thus enabling us to effectively monitor fluctuations in our liquidity position and to adapt that position according to market influences and balance sheet trends. Future liquidity needs are forecasted, and strategies are developed to ensure adequate liquidity at all times.

Historically, core deposits have been the primary source of liquidity because of their stability and lower cost, in general, when compared to other types of funding sources. Providing additional sources of funds are loan and investment payments and prepayments and the ability to sell both

Table of Contents

available-for-sale

securities and mortgage loans held for sale. We believe liquidity is adequate to meet both present and future financial obligations and commitments on a timely basis.

We employ several analytical techniques in assessing the adequacy of our liquidity position. One such technique is the use of ratio analysis to determine the extent of our reliance on noncore funds to fund our investments and loans maturing after September 30, 2021. Our noncore funds at September 30, 2021 were comprised of time deposits in denominations of $250 or more and other borrowings. These funds are not considered to be a strong source of liquidity since they are very interest rate sensitive and are considered highly volatile. At September 30, 2021, our net noncore funding dependence ratio, the difference between noncore funds and short-term investments to long-term assets, was (10.74)%, while our net short-term noncore funding ratio, noncore funds maturing within

COVID-19

available-for-sale

COVID-19,

one-year,

less short-term investments to assets equaled 3.61%. Comparatively, our net noncore dependence ratio was 14.60% while our net short-term noncore funding ratio was 0.94% at December 31, 2020.

~~year-end.~~27

~~The~~Table ~~Consolidated Statements~~ of Cash Flows present the changes in cash and cash equivalents from operating, investing, and financing activities. Cash and cash equivalents, consisting of cash on hand, cash items in the process of collection, deposit balances with other banks and federal funds sold, increased $7,727 during the six months ended June 30, 2021 as compared with a decrease of $7,120 for the same period last year. For the six months ended June 30, 2021, we realized net cash inflows of $10,666 from operating activities and $143,042 from investing activities offset partially by net cash outflows of $145,981 from financing activities. For the six months ended June 30, 2020, we realized net cash outflows of $273 from operating activities and $298,477 from investing activities offset partially by a net cash inflows of $291,630 from financing activities. Contents

~~Operating~~The Consolidated Statements of Cash Flows present the changes in cash and cash equivalents from operating, investing, and financing activities. ~~provided~~Cash ~~net~~and cash equivalents, consisting of cash on hand, cash items in the process of collection, deposit balances with other banks and federal funds sold, increased $10136,~~666~~297 ~~for~~during the ~~six~~nine months ended ~~June~~September 30, 2021 as compared towith ~~the~~a ~~use~~decrease of ~~net cash~~ $~~273~~18,390 for the same period last year. ~~Net~~For ~~income~~the nine months ended September 30, ~~adjusted~~2021, ~~for~~we ~~the~~realized ~~effects~~net cash inflows of ~~gains~~$15,390 from operating activities and ~~losses~~$241,829 ~~along~~from ~~with~~investing ~~noncash~~activities ~~transactions~~offset ~~such~~partially asby ~~depreciation,~~net ~~amortization~~cash outflows of $120,922 ~~and~~from financing activities. For the ~~provision~~nine ~~for~~months ~~loan~~ended ~~losses~~September 30, is2020, ~~the~~we ~~primary~~realized ~~source~~a net cash outflow of ~~funds~~$320,801 from ~~operations~~investing activities offset partially by net cash inflows of $2,501 from operating activities and $299,910 from financing activities.

Operating activities provided net cash of $15,390 for the nine months ended September 30, 2021 compared to $2,501 for the same period last year. Net income, adjusted for the effects of gains and losses along with noncash transactions such as depreciation, amortization, and the provision for loan losses, is the primary source of funds from operations.

Investing activities primarily include transactions related to our lending activities and investment portfolio. Investing activities provided net cash of $241,829 for the nine months ended September 30, 2021. For the comparable period in 2020, investing activities used net cash of $320,801. For the nine months ended September 30, 2021, loan forgiveness from PPP loans offset partially by purchases of investment securities

available-for-sale

were the primary factors for the net cash provided by investing activities. For the comparable period of 2020, loan originations from PPP loans were the primary factor for the increase in loans.

~~available~~Financing activities used net cash of $120,922 for the nine months ended September 30, 2021 and provided net cash of $299,910 for the same period last year. Liquidity generated through funds from deposit gathering were more than offset by repayments on long-term debt from the Federal Reserve Bank’s PPPLF secured borrowing arrangement for the purpose of financing PPP loans in 2021. Funds from deposit gathering and proceeds received through long-term debt were the major factors for the net funds provided from financing activities in 2020. Transfer of deposits in sale totaled $42,191 during the nine months ended September 30, 2021 as a noncash item.

Financing activities used net cash of $145,981 for the six months ended June 30, 2021 and provided net cash of $291,630 for the same period last year. Liquidity generated through funds from deposit gathering were more than offset by repayments on long-term debt from the Federal Reserve Bank’s PPPLF secured borrowing arrangement for the purpose of financing PPP loans in 2021. Proceeds received on borrowings from the PPPLF program was the major factor for the net funds provided from financing activities in 2020. Transfer of deposits in sale totaled $42,191 during the six months ended June 30, 2021 as a noncash item.

We believe that our future liquidity needs will be satisfied through maintaining an adequate level of cash and cash equivalents, by maintaining readily available access to traditional funding sources, and through proceeds received from the investment and loan portfolios. The current sources of funds are expected to enable us to meet all cash obligations as they come due.

Capital:

Stockholders’ equity totaled $~~104~~107,~~365~~576, or $11.1549 per share, at ~~June~~September 30, 2021, and $97,432, or $10.47 per share, at December 31, 2020. The net increase in stockholders’ equity in the ~~six~~nine months ended ~~June~~September 30, 2021 was primarily a result of the recognition of net income offset by a change in other accumulated comprehensive income.

Table of Contents

Bank regulatory agencies consider capital to be a significant factor in ensuring the safety of a depositor’s accounts. These agencies have adopted minimum capital adequacy requirements that include mandatory and discretionary supervisory actions for noncompliance.

On November 13, 2019, the federal regulators finalized and adopted a regulatory capital rule establishing a new community bank leverage ratio (“CBLR”), which became effective on January 1, 2020. The intent of the CBLR is to provide a simple alternative measure of capital adequacy for electing qualifying depository institutions as directed under the Economic Growth, Regulatory Relief, and Consumer Protection Act. Under the CBLR, if a qualifying depository institution elects to use such measure, such institutions will be considered well capitalized if its ratio of Tier 1 capital to average total consolidated assets (i.e., leverage ratio) exceeds a 9.0% threshold, subject to a limited two quarter grace period, during which the leverage ratio cannot go 100 basis points below the then applicable threshold and will not be required to calculate and report risk-based capital ratios.

In April 2020, under the CARES Act, the 9.0% leverage ratio threshold was temporarily reduced to 8.0% in response to the

COVID-19

pandemic. The threshold increased to 8.5% in 2021 and will return to 9.0% in 2022. The Bank elected to begin using the CBLR for the first quarter of 2021 and intends to utilize this measure for the foreseeable future. Eligibility criteria to utilize the CBLR includes the following:

•

Total assets of less than $10 billion,

•

Total trading assets plus liabilities of 5.0% or less of consolidated assets,

•

Total

off-balance

sheet exposures of 25.0% or less of consolidated assets,

•

Cannot be an advanced approaches banking organization, and

•

Leverage ratio greater than 9.0%, or temporarily prescribed threshold established in response to

COVID-19.

As28 of June 30, 2021 and December 31, 2020, the Bank was categorized as well capitalized. Listed in the table below is a comparison of the Bank’s actual capital amounts with the minimum requirements for well capitalized banks, as defined above.

	Actual					Minimum RegulatoryCapital Ratios underBasel III					Well Capitalized underBasel III
June 30, 2021:	Amount		Ratio			Amount		Ratio			Amount		Ratio
CBLR Framework
Tier 1 capital (to average total assets): (i.e., leverage ratio)	$	123,876		10.0	%		(1)		(1)		$	105,188	³	8.5	%
	Actual					Minimum RegulatoryCapital Ratios underBasel III					Well Capitalized underBasel III
December 31, 2020:	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk-based capital (to risk-weighted assets)	$	126,108		14.2	%	$	93,462	³	10.5	%	$	89,011	³	10.0	%
Tier 1 capital (to risk-weighted assets)		114,967		12.9	%		75,659	³	8.5	%		71,209	³	8.0	%
Common equity tier 1 risk-based capital (to risk-weighted assets)		114,967		12.9	%		62,308	³	7.0	%		57,857	³	6.5	%
Tier 1 capital (to average total assets)		114,967		9.8	%		47,102	³	4.0	%		58,877	³	5.0	%

(1) Under the CBLR Framework, capital adequacy amounts and ratios are not applicable as qualifying depositary institutions are evaluated solely on whether or not they are well capitalized.

In light of the pandemic crisis and its potential adverse impact on capital adequacy within the financial industry, maintaining a high level of capital is of extreme importance to federal regulators as well as our management and Board of Directors. Our asset liability committee continually reviews our capital position. As part of its review, the ALCO considers:

• The current and expected capital requirements, including the maintenance of capital ratios in excess of minimum regulatory guidelines;

• The market value of our securities and the resulting effect on capital;

• Nonperforming asset levels and the effect deterioration in asset quality will have on capital;

• Any planned asset growth;

• The anticipated level of net earnings and capital position, taking into account the projected asset/liability position and exposure to changes in interest rates;

• The source and timing of additional funds to fulfill future capital requirements.

Table of Contents

~~Based~~As onof ~~the~~September 30, ~~heightened~~2021 ~~level~~and ofDecember 31, ~~stress~~2020, onthe ~~capital~~Bank ~~caused~~was bycategorized ~~recent~~as ~~events,~~well ~~management~~capitalized. ~~maintains~~Listed ain ~~capital~~the ~~plan~~table ~~approved~~below byis ~~the~~a ~~Board~~comparison of ~~Directors.~~the ~~Our~~Bank’s actual capital ~~plan~~amounts ~~consists~~with of the ~~following~~minimum ~~areas~~requirements offor ~~focus~~well capitalized banks, ~~among~~as ~~others:~~defined above.

• Comprehensive risk assessment including consideration of the following risk elements, among others: credit; liquidity; earnings; economic value of equity; concentration; and economic, both national and local;


	Actual					Minimum Regulatory Capital Ratios under Basel III					Well Capitalized under Basel III
September 30, 2021:	Amount		Ratio			Amount		Ratio			Amount		Ratio
CBLR Framework
Tier 1 capital (to average total assets): (i.e., leverage ratio)	$	127,526		10.4	%		(1)		(1)		$	104,141	³	8.5	%

	Actual					Minimum Regulatory Capital Ratios under Basel III					Well Capitalized under Basel III
December 31, 2020:	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk-based capital (to risk-weighted assets)	$	126,108		14.2	%	$	93,462	³	10.5	%	$	89,011	³	10.0	%
Tier 1 capital (to risk-weighted assets)		114,967		12.9	%		75,659	³	8.5	%		71,209	³	8.0	%
Common equity tier 1 risk-based capital (to risk-weighted assets)		114,967		12.9	%		62,308	³	7.0	%		57,857	³	6.5	%
Tier 1 capital (to average total assets)		114,967		9.8	%		47,102	³	4.0	%		58,877	³	5.0	%

•(1) ~~Assessing~~Under ~~current~~the ~~regulatory~~CBLR Framework, capital adequacy ~~levels;~~amounts and ratios are not applicable as qualifying depositary institutions are evaluated solely on whether or not they are well capitalized.

•Based ~~Monitoring~~on ~~procedures~~the ~~consisting~~most ofrecent ~~stress~~notification ~~testing,~~from ~~using~~the ~~both~~FDIC, ~~scenarios~~the ofBank ~~previous~~was ~~historic~~categorized ~~data~~as ofwell ~~financial~~capitalized ~~crisis~~at ~~periods~~September 30, 2021 and ~~the~~December 31, ~~Federal~~2020. ~~Reserve~~There ~~Board’s~~are ~~Supervisory~~no ~~Capital~~conditions ~~Assessment~~or ~~Program~~negative ~~(“SCAP”),~~events ~~and~~since ~~certain~~this ~~triggering~~notification ~~events~~ that ~~would~~we ~~call~~believe ~~into~~have ~~question~~changed the ~~need~~Bank’s towell ~~raise~~capitalized ~~additional~~status. ~~capital;~~

• Identifying realistic and readily available alternative sources for augmenting capital if higher capital levels are required;

• Evaluating dividend levels, and;

• Providing a ten-year financial projection for analyzing capital adequacy.

as-needed

Based on the most recent notification from the FDIC, the Bank was categorized as well capitalized at June 30, 2021 and December 31, 2020. There are no conditions or negative events since this notification that we believe have changed the Bank’s well capitalized status.

Review of Financial Performance:

We reported net income of $710,~~840~~955, or $01.8417 per basic and diluted weighted average common share, for the ~~six~~nine months ended ~~June~~September 30, 2021, compared to a net loss of $2322,~~489~~794, or $(2.~~54)~~46 per basic and diluted weighted average common share, for the same period last year. For the ~~second~~third quarter ended ~~June~~September 30, net income was $43,~~780~~115 or $0.5133 per basic and diluted weighted average common share in 2021 as compared to a net ~~loss~~income of $24695,~~122,~~ or $(20.~~61)~~08 per basic and diluted weighted average common share in 2020.

Major factors impacting 2021 earnings included the acceleration of income earned on PPP loans, the recognition of a deposit premium on branch sales and the recovery of provision for loan losses. During the ~~first~~nine ~~half~~months ofended September 30, 2021, SBA forgiveness of PPP loans increased causing an acceleration in the recognition of fees as these loans were paid off. Approximately 7591.03%, amounting to $~~188~~247,~~866~~625 of the outstanding PPP loans at December 31, 2020, were forgiven induring the ~~first~~nine ~~half~~months of 2021. Net interest income generated from PPP loans totaled $2,~~724~~268 in the ~~second~~third quarter of 2021 and $46,~~136~~604 induring the ~~first~~nine ~~half~~months of 2021. On May 21, 2021, the Company completed the sale of the branch office located in Meyersdale and related liabilities of the Meyersdale and Somerset branches, resulting in the recognition of $1,602 of noninterest income in the form of a deposit premium. As aforementioned, the $735 recapture of the provision for loan losses was a result of waning risk factors associated with the continued recovery from the impact of the pandemic, coupled with credit portfolio performance trends and decline in organic loan growth.

The major factors causing the reported net losses of $22,794 for the nine months ended September 30, 2020 were a

non-cash

charge related to the recognition of goodwill impairment and an increase in the provision for loan losses, both stemming from the

COVID-19

pandemic. The goodwill impairment of $24,754 had no impact on tangible book value, regulatory capital ratios, liquidity and the Company’s cash balances. For the three and nine months ended September 30, 2020, the provisions for loan losses totaled $1,844 and $5,656, respectively.

If the

COVID-19

pandemic persists, it will continue to have a severe effect on economic activity and may cause greater negative consequences for our customers which, in turn, could adversely affect the Company’s financial condition, liquidity and results of operations.

3129

Table of Contents

Net Interest Income:

Net interest income is the fundamental source of earnings for commercial banks. Fluctuations in the level of net interest income can have the greatest impact on net profits. Net interest income is defined as the difference between interest revenue, comprised of interest and fees earned on interest-earning assets, and interest expense, the cost of interest-bearing liabilities supporting those assets. The primary sources of earning assets are loans and investment securities, while interest-bearing deposits, short-term and long-term borrowings comprise interest-bearing liabilities. Net interest income is impacted by:

•

Variations in the volume, rate, and composition of earning assets and interest-bearing liabilities;

•

Changes in general market rates; and

•

The level of nonperforming assets.

Changes in net interest income are measured by the net interest spread and net interest margin. Net interest spread, the difference between the average yield earned on earning assets and the average rate incurred on interest-bearing liabilities, illustrates the effects changing interest rates have on profitability. Net interest margin, which is net interest income as a percentage of earning assets, is a more comprehensive ratio, as it reflects not only the spread, but also the change in the composition of interest-earning assets and interest-bearing liabilities.

Tax-exempt

loans and investments carry

pre-tax

yields lower than their taxable counterparts. Therefore, in order to make the analysis of net interest income more comparable,

tax-exempt

income and yields are reported herein on a

tax-equivalent

basis using the prevailing federal statutory tax rate of 21% in 2021 and 2020, respectively.

For the nine months ended September 30,

tax-equivalent

net interest income increased $2,109 to $31,211 in 2021 from $29,102 in 2020. The increase in

tax-equivalent

net interest income was primarily attributable to recognizing interest income of $6,604 in the nine months ended September 30, 2021 on PPP loans compared to $2,501 for the same period last year. The

tax-equivalent

net interest margin for the nine months ended September 30 was 3.39% in 2021 compared to 3.37% in 2020. The net interest spread increased to 3.28% for the nine months ended September 30, 2021 from 3.25% for the nine months ended September 30, 2020. Adding to the positive impact of the improvement in the net interest margin was a net increase in the volume of average earning assets as compared to the increase in average interest-bearing liabilities. Overall, average earning assets increased $76,425 while average interest-bearing liabilities increased $41,841 comparing the nine months ended September 30, 2021 and 2020.

For the three months ended September 30,

tax-equivalent

net interest income decreased slightly by $93 to $10,411 in 2021 from $10,504 in 2020. Average earning assets decreased $123,363 while average earning liabilities decreased $152,747 comparing the third quarters of 2021 and 2020. The

tax-equivalent

net interest margin for the three months ended September 30, was 3.57% in 2021 compared to 3.26% in 2020. The net interest spread increased to 3.45% for the three months ended September 30, 2021 from 3.17% for the three months ended September 30, 2020.

~~Tax-equivalent~~30

tax-equivalent

Total interest expense decreased $584 to $2,976 for the six months ended June 30, 2021 from $3,560 for the six months ended June 30, 2020. Reductions in fund costs more than offset increases in average volumes on interest-bearing liabilities. Comparing the first six months of 2021 and 2020, the weighted average cost of funds decreased 22 basis points to 0.58% from 0.80% while the average volume of interest-bearing liabilities increased $140,428 to $1,038,775 from $898,347. Money market, NOW account and time deposit costs declined 32, 23 and 41 basis points, respectively, and were the major causes in lowering interest expense on deposits. The average volume and weighted average yield for long-term debt for the six months ended June 30, 2021 were $167,378 and 1.48%, compared to $67,346 and 1.04% for the same period in 2020.

tax-equivalent

Table of Contents

The average balances of assets and liabilities, corresponding interest income and expense and resulting average yields or rates paid are summarized as follows. Average balances were calculated using average daily balances. Averages for earning assets include nonaccrual loans. Loan fees are included in interest income on loans. Investment averages include

Total interest expense decreased $236 to $1,407 for the three months ended June 30, 2021 from $1,643 for the three months ended June 30, 2020. A favorable rate variance was the primary cause of the improvement in fund costs. The cost of funds decreased to 0.56% for the three months ended June 30, 2021 as compared to 0.67% for the same period in 2020. The average volume of interest-bearing liabilities increased to $1,004,386 for the three months ended June 30, 2021 from $988,804 for the three months ended June 30, 2020. Average interest-bearing deposits increased $41,433 to $878,945 for the second quarter of 2021 from $837,512 for the same period last year. Average long-term debt increased to $125,441 for the second quarter of 2021 from $122,875 for the same period last year.

Table of Contents

available-for-sale

securities at amortized cost. Income on investment securities and loans is adjusted to a tax equivalent basis using the prevailing federal statutory tax rate.

	Six months ended
	Nine months ended
	June 30, 2021							June 30, 2020
	September 30, 2021							September 30, 2020
	AverageBalance		Interest		Yield/Rate			AverageBalance		Interest		Yield/Rate
Assets:
Earning assets:
Loans
Loans:
Taxable	$	1987,~~045,249~~840	$	2132,~~877~~615		4.2241	%	$	~~939~~1,~~993~~005,344	$	2031,~~384~~649		4.3621	%
Tax exempt		2829,~~962~~550		~~453~~681		3.1508	%		3533,~~159~~914		~~609~~891		3.4851	%
Investments
Investments:
Taxable		9896,~~410~~062		1,~~047~~537		2.1514	%		67,~~815~~222		~~931~~1,291		2.7657	%
Tax exempt		4243,~~994~~442		~~375~~557		1.7671	%		67,~~535~~971		~~133~~223		43.0974	%
Interest bearing deposits		5072,~~837~~979		2464		0.1012	%		3938,~~332~~997		~~101~~112		0.5238	%
Total earning assets		1,266,452		23,776		3.79	%		1,088,834		22,158		4.09	%
Federal funds sold
Less: allowance for loan losses		12,144							7,754
Total earning assets		1,229,873		35,454		3.85	%		1,153,448		34,166		3.96	%
Other assets		84,421							108,006
Less: allowance for loan losses		11,708							8,431
Total assets		1,338,729							1,189,086
Other assets		83,249							99,559
Total assets	$	1,301,414						$	1,244,576
Liabilities and Stockholders’ Equity:
Interest bearing liabilities:
Money market accounts	$	152,~~365~~423	$	83122		0.11	%	$	~~109~~116,~~502~~504	$	~~234~~288		0.4333	%
NOW accounts		~~322~~327,~~807~~154		~~168~~259		0.1011	%		~~281~~291,~~703~~182		~~460~~574		0.3326	%
Savings accounts		~~169~~170,~~319~~855		5987		0.07	%		~~138~~142,~~501~~385		88117		0.1311	%
Time deposits		~~226~~219,~~906~~171		12,~~435~~023		1.2823	%		~~286~~278,~~592~~813		23,~~402~~405		1.6963	%
Short term borrowings									149,~~703~~766		28		0.38	%
Long-term debt		~~167~~128,~~378~~490		1,~~231~~752		1.4882	%		67117,~~346~~602		~~348~~652		10.0474	%
Total interest-bearing liabilities		1998,~~038,775~~093		24,~~976~~243		0.5857	%		~~898~~956,~~347~~252		35,~~560~~064		0.8071	%
Non-interest-bearing demand deposits		~~185~~187,~~729~~167							~~158~~163,~~065~~886
Other liabilities		13,~~972~~818							1312,~~365~~952
Stockholders’ equity		~~100~~102,~~253~~336							~~119~~111,~~309~~486
Total liabilities and stockholders’ equity	$	1,~~338~~301,~~729~~414						$	1,~~189~~244,~~086~~576
Net interest income/spread			$	2031,~~800~~211		3.2128	%			$	1829,~~598~~102		3.2925	%
Net interest margin						3.3139	%						3.4337	%
Tax-equivalent adjustments:
Loans			$	95143						$	~~128~~187
Investments				79117							2847
Total adjustments			$	~~174~~260						$	~~156~~234

3431

Table of Contents

Provision for Loan Losses:

We evaluate the adequacy of the allowance for loan losses account on a quarterly basis utilizing our systematic analysis in accordance with procedural discipline. We take into consideration certain factors such as composition of the loan portfolio, volumes of nonperforming loans, volumes of net charge-offs, prevailing economic conditions and other relevant factors when determining the adequacy of the allowance for loan losses account. We make monthly provisions to the allowance for loan losses account in order to maintain the allowance at the appropriate level indicated by our evaluations. Based on our most current evaluation, we believe that the allowance is adequate to absorb any known and inherent losses in the portfolio as of ~~June~~September 30, 2021.

We recognized a $735 recovery of provision for loan losses for the nine months ended September 30, 2021, compared to a provision for loan losses of $5,656 in 2020. For the quarter ended September 30, no provision for loan losses was recorded in 2021 compared to a provision for loan losses of $1,844 in 2020. The Company was able to decrease its qualitative factors in 2021 based on the discontinuance of the need for CARES Act payment deferrals, improvements in industries most likely to be affected by the pandemic, and continued stability in the credit quality metrics of the loan portfolio. Despite the improvements brought on by medical advances, government assistance programs and their positive impacts on employment and consumer and business activity, future credit loss provisions are subject to significant uncertainty as the pandemic recovery continues to unfold. Our future provisions may increase due to the growth of loan delinquencies and charge-offs resulting from

COVID-19

related financial stress.

Noninterest Income:

For the ~~six~~nine months ended ~~June~~September 30, noninterest income totaled $68,~~218~~306 in 2021, an increase of $1,~~287~~217 from $47,~~931~~089 in 2020. The increase was primarily attributable to recognizing a $1,602 deposit premium from the sale of deposits of two branch offices and increases of $~~131~~135 and $3680 from trust and wealth management income. Partially offsetting these positive influences were decreases of $~~542~~498 in gains from the sale of investment securities and $~~163~~460 in mortgage banking income. Mortgage banking income decreased for the ~~six~~nine months ended ~~June~~September 30, 2021 as compared to the same period in 2020 due to a reduction in residential refinancing mortgage activity.

For the quarter ended ~~June~~September 30, noninterest income totaled $32,~~695~~088 in 2021, ana ~~increase~~decrease of $~~1,694~~70 from $2,~~001~~158 in 2020. The primary contributors to the ~~increase~~decline were ~~the~~a ~~premium recorded on the deposit sale and increases of~~ $84297 ~~and~~reduction ~~$42~~ in ~~trust~~mortgage ~~and~~banking ~~wealth management~~ income, ~~respectively.~~offset ~~Mortgage~~partially ~~banking~~by ~~income~~a ~~decreased~~ $~~206~~149 inincrease ~~the second quarter of 2021 as compared to the second quarter~~ in ~~2020~~service ~~due~~charges, tofees aand ~~reduction in mortgage activity~~commissions.

Noninterest Expenses:

In general, noninterest expense is categorized into three main groups: employee-related expenses, occupancy and equipment expenses and other expenses. Employee-related expenses are costs associated with providing salaries, including payroll taxes and benefits, to our employees. Occupancy and equipment expenses, the costs related to the maintenance of facilities and equipment, include depreciation, general maintenance and repairs, real estate taxes, lease expense and utility costs. Other expenses include general operating expenses such as advertising, contractual services, insurance, FDIC assessments, other taxes, and supplies. Several of these costs and expenses are variable, while the remainder are fixed. We utilize budgets and other related strategies to control the variable expenses.

Noninterest expense decreased $2526,~~255~~639, to $1726,~~911~~505 for the ~~six~~nine months ended ~~June~~September 30, 2021, from $4353,~~166~~144 for the same period last year. The decrease was primarily due to writing off the entire amount of goodwill on the books totaling $24,754 in 2020. Excluding this nonrecurring charge, noninterest expense would have decreased $~~501~~1,885, or 26.76%, comparing the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. For the ~~six~~nine months ended ~~June~~September 30, salaries and employee benefit expenses decreased $80980, or 06.83%, to $914,~~961~~472 in 2021 from $1015,~~041~~452 in 2020. Net occupancy expense decreased $~~204~~592, or 916.1%, to $23,~~044~~084 in 2021 from $23,~~248~~676 in 2020. The primary cause for the decrease in cost was due to branch closures and the sale of two branch offices. Other expenses decreased $~~131~~115, or 21.3%, to $58,~~664~~597 in 2021 compared to $58,~~795~~713 in 2020 as a result of implementing cost savings initiatives in the latter part of 2019.

Noninterest expense decreased to $98,~~524~~594 for the three months ended ~~June~~September 30, 2021, from $339,~~954~~978 for the same period last year. The overall decrease was primarily due to ~~writing~~implementing ~~off~~efficiency ~~the~~initiatives ~~entire~~with ~~amount~~respect ofto ~~goodwill~~staffing onbeginning ~~the books totaling $24,754~~ in the ~~second~~fourth quarter of ~~2020~~2019.

Income Taxes:

We recorded an income tax expense of $12,~~828~~532 for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to a tax benefit of $~~116~~49 for the ~~six~~nine months ended ~~June~~September 30, 2020. For the three months ended ~~June~~September 30, we recorded income tax expense of $~~1,142~~704 in 2021 compared to ~~a tax benefit of~~ $~~172~~67 in 2020. The effective tax rates were 18.98% and 1918.34% for the ~~six~~nine and three months ended ~~June~~September 30, 2021.

3532

Table of Contents

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable to a smaller reporting company.

Item 4.

Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

At September 30, 2021, the end of the period covered by this Quarterly Report on Form

10-Q,

the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in

Rule 13a-15(e)

under the Exchange Act. Based upon that evaluation, the CEO and CFO concluded that the disclosure controls and procedures at September 30, 2021 were effective to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosure.

(b) Changes in internal control.

There were no changes made in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

In the opinion of the Company, after review with legal counsel, there are no proceedings pending to which the Company is a party or to which its property is subject, which, if determined adversely to the Company, would have a material effect on the consolidated results of operations or financial condition. There are no proceedings pending other than ordinary, routine litigation incident to the business of the Company. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company by governmental authorities.

Item 1A.

Risk Factors

Not required for smaller reporting companies.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Not applicable.

Item 6.

Exhibits

The following Exhibits are incorporated by reference hereto:


31.1		Section 302 Certification of the Chief Executive Officer (Pursuant to Rule 13a-14(a)/15d-14(a)).

31.2		Section 302 Certification of the Chief Financial Officer (Pursuant to Rule 13a-14(a)/15d-14(a)).

32.1		Chief Executive Officer’s §1350 Certification (Pursuant to Rule 13a-14(b)/15d-14(b)).

32.2		Chief Financial Officer’s §1350 Certification (Pursuant to Rule 13a-14(b)/15d-14(b)).

101		Interactive Data File (XBRL).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3633

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By:		/s/ Brett D. Fulk
		Brett D. Fulk
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: July 29, 2021
Date: November 4, 2021

By:		/s/ Scott A. Seasock
		Scott A. Seasock
		Chief Financial Officer
		(Principal Financial Officer)
Date: July 29, 2021
Date: November 4, 2021

3734

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

Filing Compare · Riverview Financial Corp