NORWOOD FINANCIAL CORP 10-Q

Item 1. Financial Statements NORWOOD FINANCIAL CORP Consolidated Balance Sheets ( unaudited) (dollars in thousands, except share and per share data) June 30, December 31, 2021 2020 ASSETS Cash and due from banks $ 34,831 $ 19,445 Interest-bearing deposits with banks 170,342 92,248 Cash and cash equivalents 205,173 111,693 Securities available for sale, at fair value 333,636 226,586 Loans receivable 1,386,654 1,410,732 Less: Allowance for loan losses 15,340 13,150 Net loans receivable 1,371,314 1,397,582 Regulatory stock, at cost 4,084 3,981 Bank premises and equipment, net 17,298 17,814 Bank owned life insurance 39,665 39,608 Accrued interest receivable 6,190 6,232 Foreclosed real estate owned 844 965 Goodwill 29,266 29,290 Other intangibles 461 530 Other assets 17,633 17,583 TOTAL ASSETS $ 2,025,564 $ 1,851,864 LIABILITIES Deposits: Non-interest bearing demand $ 435,824 $ 359,559 Interest-bearing 1,253,117 1,175,826 Total deposits 1,688,941 1,535,385 Short-term borrowings 83,599 63,303 Other borrowings 36,259 42,459 Accrued interest payable 1,462 1,601 Other liabilities 14,804 14,331 TOTAL LIABILITIES 1,825,065 1,657,079 STOCKHOLDERS’ EQUITY Preferred stock, no par value per share, authorized: 5,000,000 shares; issued: none — — Common stock, $ 0.10 par value per share, authorized: 20,000,000 shares, issued: 2021: 8,245,301 shares, 2020: 8,236,331 shares 825 824 Surplus 95,951 95,388 Retained earnings 100,818 93,796 Treasury stock at cost: 2021: 21,568 shares; 2020: 10,263 shares ( 656 ) ( 342 ) Accumulated other comprehensive income 3,561 5,119 TOTAL STOCKHOLDERS’ EQUITY 200,499 194,785 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,025,564 $ 1,851,864 See accompanying notes to the unaudited consolidated financial statements. ‎ 3 NORWOOD FINANCIAL CORP Consolidated Statements of Income ( unaudited) (dollars in thousan ds, except per share data) Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 INTEREST INCOME Loans receivable, including fees $ 16,102 $ 10,767 $ 32,248 $ 21,450 Securities 1,356 1,063 2,468 2,242 Other 59 19 102 25 Total interest income 17,517 11,849 34,818 23,717 INTEREST EXPENSE Deposits 1,205 1,630 2,459 3,420 Short-term borrowings 73 73 142 184 Other borrowings 186 279 388 581 Total interest expense 1,464 1,982 2,989 4,185 NET INTEREST INCOME 16,053 9,867 31,829 19,532 PROVISION FOR LOAN LOSSES 1,500 1,300 3,000 2,000 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 14,553 8,567 28,829 17,532 OTHER INCOME Service charges and fees 1,532 837 2,782 1,901 Income from fiduciary activities 181 175 341 328 Net realized gains on sales of securities — — 21 38 Gain on sale of loans, net 109 65 138 121 Earnings and proceeds on bank owned life insurance 194 212 568 420 Other 171 103 326 239 Total other income 2,187 1,392 4,176 3,047 OTHER EXPENSES Salaries and employee benefits 5,171 3,289 10,125 7,065 Occupancy, furniture & equipment, net 1,186 906 2,406 1,875 Data processing and related operations 562 466 1,166 903 Taxes, other than income 229 214 534 427 Professional fees 343 225 883 443 Federal Deposit Insurance Corporation insurance 154 42 335 42 Foreclosed real estate 13 ( 2 ) 42 14 Amortization of intangibles 34 21 69 44 Merger related — 1,597 — 1,597 Other 1,800 1,334 3,384 2,742 Total other expenses 9,492 8,092 18,944 15,152 INCOME BEFORE INCOME TAXES 7,248 1,867 14,061 5,427 INCOME TAX EXPENSE 1,493 379 2,765 860 NET INCOME $ 5,755 $ 1,488 $ 11,296 $ 4,567 BASIC EARNINGS PER SHARE $ 0.70 $ 0.24 $ 1.38 $ 0.73 DILUTED EARNINGS PER SHARE $ 0.70 $ 0.24 $ 1.38 $ 0.73 See accompanying notes to the unaudited consolidated financial statements. ‎ 4 NORWOOD FINANCIAL CORP Consolidated Statements of Comprehensive Income (unaudited) (dollars in thousands) Three Months Ended June 30, 2021 2020 Net income $ 5,755 $ 1,488 Other comprehensive income: Investment securities available for sale: Unrealized holding gain 1,949 640 Tax effect ( 409 ) ( 135 ) Reclassification of investment securities gains recognized in net income — — Tax effect — — Other comprehensive income 1,540 505 Comprehensive Income $ 7,295 $ 1,993 Six Months Ended June 30, 2021 2020 Net income $ 11,296 $ 4,567 Other comprehensive income Investment securities available for sale: Unrealized holding (loss) gain ( 1,952 ) 4,590 Tax effect 411 ( 965 ) Reclassification of investment securities gains recognized in net income ( 21 ) ( 38 ) Tax effect 4 8 Other comprehensive (loss) income ( 1,558 ) 3,595 Comprehensive Income $ 9,738 $ 8,162 See accompanying notes to the unaudited consolidated financial statements. ‎ 5 NORWOOD FINANCIAL CORP Consolidated Statements of Changes in Stockholders’ Equity (unaudited) Six Months Ended June 30, 2021 and 2020 ( dollars in thousands, except share and per share data) Accumulated Other Common Stock Retained Treasury Stock Comprehensive Shares Amount Surplus Earnings Shares Amount Income Total Balance, December 31, 2020 8,236,331 $ 824 $ 95,388 $ 93,796 10,263 $ ( 342 ) $ 5,119 $ 194,785 Net Income - - - 11,296 - - - 11,296 Other comprehensive loss - - - - - - ( 1,558 ) ( 1,558 ) Cash dividends declared ($ 0.52 per share) - - - ( 4,274 ) - - - ( 4,274 ) Acquisition of treasury stock - - - - 7,405 ( 194 ) - ( 194 ) Compensation expense related to restricted stock - - 287 - 3,900 ( 120 ) - 167 Stock options exercised 8,970 1 169 - - - - 170 Compensation expense related to stock options - - 107 - - - - 107 Balance, June 30, 2021 8,245,301 $ 825 $ 95,951 $ 100,818 21,568 $ ( 656 ) $ 3,561 $ 200,499 Accumulated Other Common Stock Retained Treasury Stock Comprehensive Shares Amount Surplus Earnings Shares Amount Income Total Balance, December 31, 2019 6,340,563 $ 634 $ 49,471 $ 86,536 12,007 $ ( 400 ) $ 1,187 $ 137,428 Net Income - - - 4,567 - - - 4,567 Other comprehensive income - - - - - - 3,595 3,595 Cash dividends declared ($ 0.50 per share) - - - ( 3,164 ) - - - ( 3,164 ) Acquisition of treasury stock - - - - 1,771 ( 69 ) - ( 69 ) Compensation expense related to restricted stock - - 167 - - - - 167 Stock options exercised 2,005 - 38 - - - - 38 Compensation expense related to stock options - - 102 - - - - 102 Balance, June 30, 2020 6,342,568 $ 634 $ 49,778 $ 87,939 13,778 $ ( 469 ) $ 4,782 $ 142,664 ‎ 6 NORWOOD FINANCIAL CORP Consolidated Statements of Changes in Stockholders’ Equity (unaudited) Three Months Ended June 30, 2021 and 2020 ( dollars in thousands, except share and per share data) Accumulated Other Common Stock Retained Treasury Stock Comprehensive Shares Amount Surplus Earnings Shares Amount Income (Loss) Total Balance, March 31, 2021 8,240,081 $ 824 $ 95,717 $ 97,201 21,568 $ ( 656 ) $ 2,021 $ 195,107 Net Income - - - 5,755 - - - 5,755 Other comprehensive loss - - - - - - 1,540 1,540 Cash dividends declared ($ 0.26 per share) - - - ( 2,138 ) - - - ( 2,138 ) Compensation expense related to restricted stock - - 84 - - - - 84 Stock options exercised 5,220 1 97 - - - - 98 Compensation expense related to stock options - - 53 - - - - 53 Balance, June 30, 2021 8,245,301 $ 825 $ 95,951 $ 100,818 21,568 $ ( 656 ) $ 3,561 $ 200,499 Accumulated Other Common Stock Retained Treasury Stock Comprehensive Shares Amount Surplus Earnings Shares Amount Income Total Balance, March 31, 2020 6,342,568 $ 634 $ 49,644 $ 88,032 12,007 $ ( 400 ) $ 4,277 $ 142,187 Net Income - - - 1,488 - - - 1,488 Other comprehensive income - - - - - - 505 505 Cash dividends declared ($ 0.25 per share) - - - ( 1,581 ) - - - ( 1,581 ) Compensation expense related to restricted stock - - 83 - - - - 83 Acquisition of treasury stock - - - - 1,771 ( 69 ) - ( 69 ) Compensation expense related to stock options - - 51 - - - - 51 Balance, June 30, 2020 6,342,568 $ 634 $ 49,778 $ 87,939 13,778 $ ( 469 ) $ 4,782 $ 142,664 See accompanying notes to the unaudited consolidated financial statements. ‎ 7 NORWOOD FINANCIAL CORP Consolidated Statements of Cash Flows (Unaudited) (dollars in thousands) Six Months Ended June 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 11,296 $ 4,567 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 3,000 2,000 Depreciation 748 562 Amortization of intangible assets 69 44 Deferred income taxes 362 ( 477 ) Net amortization of securities premiums and discounts 749 613 Net realized gain on sales of securities ( 21 ) ( 38 ) Earnings and proceeds on life insurance policies ( 568 ) ( 420 ) Gain on sales and write-downs of fixed assets and foreclosed real estate owned, net ( 21 ) ( 18 ) Net gain on sale of loans ( 138 ) ( 121 ) Loans originated for sale ( 7,316 ) ( 3,108 ) Proceeds from sale of loans originated for sale 7,454 3,183 Compensation expense related to stock options 107 102 Compensation expense related to restricted stock 167 167 Decrease (increase) in accrued interest receivable 42 ( 664 ) (Decrease) increase in accrued interest payable ( 139 ) 394 Other, net ( 959 ) ( 6,234 ) Net cash provided by operating activities 14,832 552 CASH FLOWS FROM INVESTING ACTIVITIES Securities available for sale: Proceeds from sales 1,127 8,224 Proceeds from maturities and principal reductions on mortgage-backed securities 35,057 26,368 Purchases ( 145,935 ) ( 17,145 ) Purchase of regulatory stock ( 2,188 ) ( 2,685 ) Redemption of regulatory stock 2,085 3,852 Net decrease (increase) in loans 24,984 ( 64,286 ) Proceeds from bank-owned life insurance policies 511 — Purchase of premises and equipment ( 374 ) ( 374 ) Proceeds from sales of bank premises and fixed assets 158 — Proceeds from sales of foreclosed real estate owned 126 609 Net cash used in investing activities ( 84,449 ) ( 45,437 ) CASH FLOWS FROM FINANCING ACTIVITIES Net increase in deposits 153,299 128,709 Net increase (decrease) in short-term borrowings 20,296 ( 7,052 ) Repayments of other borrowings ( 6,200 ) ( 15,615 ) Proceeds from other borrowings — 10,000 Stock options exercised 170 38 Purchase of treasury stock ( 194 ) ( 69 ) Cash dividends paid ( 4,274 ) ( 3,165 ) Net cash provided by financing activities 163,097 112,846 Increase in cash and cash equivalents 93,480 67,961 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 111,693 15,415 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 205,173 $ 83,376 ‎ 8 NORWOOD FINANCIAL CORP Consolidated Statements of Cash Flows (Unaudited) (continued) (dollars in thousands) Six Months Ended June 30, 2021 2020 Supplemental Disclosures of Cash Flow Information Cash payments for: Interest on deposits and borrowings $ 3,128 $ 3,791 Income taxes paid, net of refunds $ 3,441 $ 93 Supplemental Schedule of Noncash Investing Activities: Transfers of loans to foreclosed real estate and repossession of other assets $ 408 $ 161 Dividends payable $ 2,138 $ 1,581 See accompanying notes to the unaudited consolidated financial statements. ‎ 9 Notes to the Unaudited Consolidated Financial Statements 1. Basis of Presentation The unaudited consolidated financial statements include the accounts of Norwood Financial Corp (the “Company”) and its wholly-owned subsidiary, Wayne Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries, WCB Realty Corp., Norwood Investment Corp., and WTRO Properties, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles for interim financial statements and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. The financial statements reflect, in the opinion of management, all normal, recurring adjustments necessary to present fairly the consolidated financial position and results of operations of the Company. The operating results for the three-month and six-month periods ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other future interim period. 2. Revenue Recognition Under ASC Topic 606, management determined that the primary sources of revenue emanating from interest and dividend income on loans and investments along with noninterest revenue resulting from investment security gains, loan servicing, gains on the sale of loans sold and earnings on bank-owned life insurance are not within the scope of this Topic. The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and six months ended June 30: Three months ended June 30, (dollars in thousands) Noninterest Income 2021 2020 In-scope of Topic 606: Service charges on deposit accounts $ 98 $ 89 ATM fees 107 104 Overdraft fees 230 148 Safe deposit box rental 25 24 Loan related service fees 404 82 Debit card fees 586 369 Fiduciary activities 181 175 Commissions on mutual funds and annuities 29 26 Other income 171 103 Noninterest Income ( in-scope of Topic 606 ) 1,831 1,120 Out-of-scope of Topic 606: Net realized gains on sales of securities — — Loan servicing fees 53 ( 5 ) Gains on sales of loans 109 65 Earnings on and proceeds from bank-owned life insurance 194 212 Noninterest Income ( out-of-scope of Topic 606 ) 356 272 Total Noninterest Income $ 2,187 $ 1,392 10 Six months ended June 30, (dollars in thousands) Noninterest Income 2021 2020 In-scope of Topic 606: Service charges on deposit accounts $ 195 $ 185 ATM fees 207 199 Overdraft fees 458 491 Safe deposit box rental 53 54 Loan related service fees 649 182 Debit card fees 1,078 710 Fiduciary activities 341 328 Commissions on mutual funds and annuities 64 64 Other income 326 239 Noninterest Income ( in-scope of Topic 606 ) 3,371 2,452 Out-of-scope of Topic 606: Net realized gains on sales of securities 21 38 Loan servicing fees 78 16 Gains on sales of loans 138 121 Earnings on and proceeds from bank-owned life insurance 568 420 Noninterest Income ( out-of-scope of Topic 606 ) 805 595 Total Noninterest Income $ 4,176 $ 3,047 Earnings Per Share Basic earnings per share represents income available to common stockholders 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. Potential common shares that may be issued by the Company relate solely to outstanding stock options and restricted stock, and are determined using the treasury stock method. The following table sets forth the weighted average shares outstanding used in the computations of basic and diluted earnings per share. (in thousands) Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Weighted average shares outstanding 8,219 6,329 8,223 6,329 Less: Unvested restricted shares ( 35 ) ( 36 ) ( 37 ) ( 36 ) Basic EPS weighted average shares outstanding 8,184 6,293 8,186 6,293 Basic EPS weighted average shares outstanding 8,184 6,293 8,186 6,293 Add: Dilutive effect of stock options and restricted shares 21 24 22 24 Diluted EPS weighted average shares outstanding 8,205 6,317 8,208 6,317 For the three and six month periods ended June 30, 2021, there were 115,100 stock options that were anti-dilutive and thereby excluded from the earnings per share calculations based upon the closing price of the Company’s common stock of $ 26.00 per share as of June 30, 2021. For the three and six month periods ended June 30, 2020, there were 82,600 stock options that were anti-dilutive and thereby excluded from the earnings per share calculations based upon the closing price of Norwood common stock of $ 24.79 per share as of June 30, 2020. 4. Stock-Based Compensation During the six-month period ended June 30, 2021, 1,000 stock options were granted at a price of $ 26.35 per share. As of June 30, 2021, there was $ 107,000 of total unrecognized compensation cost related to non-vested options granted in 2020 under the 2014 Equity Incentive Plan, which will be fully amortized by December 31, 2021. Compensation costs related to stock options amounted to $ 107,000 and $ 102,000 during the six-month periods ended June 30, 2021 and 2020, respectively. 11 A summary of the Company’s stock option activity for the six-month period ended June 30, 2021 is as follows: Weighted Average Exercise Weighted Average Aggregate Price Remaining Intrinsic Value Options Per Share Contractual Term ($000) Outstanding at January 1, 2021 215,970 $ 25.73 6.0 Yrs. $ 743 Granted 1,000 26.35 10.0 Exercised ( 8,970 ) 18.91 2.4 Forfeited ( 2,250 ) 33.72 7.7 Outstanding at June 30, 2021 205,750 $ 25.94 5.7 Yrs. $ 662 Exercisable at June 30, 2021 171,000 $ 25.75 4.9 Yrs. $ 662 Intrinsic value represents the amount by which the market price of the stock on the measurement date exceeded the exercise price of the option. The market price was $ 26.00 per share as of June 30, 2021 and $ 26.17 per share as of December 31, 2020. A summary of the Company’s restricted stock activity for the six-month periods ended June 30, 2021 and 2020 is as follows: 2021 2020 Weighted-Average Weighted-Average Number of Grant Date Number of Grant Date Restricted Stock Fair Value Restricted Stock Fair Value Non-vested, January 1, 39,135 $ 30.72 36,195 $ 36.23 Granted — — — — Vested — — — — Forfeited ( 3,900 ) 30.86 — — Non-vested, June 30, 35,235 $ 30.71 36,195 $ 36.23 The expected future compensation expense relating to the 35,235 shares of non-vested restricted stock outstanding as of June 30, 2021 is $ 914,000 . This cost will be recognized over the remaining vesting period of 4.5 years. Compensation costs related to restricted stock amounted to $ 167,000 and $ 167,000 during the six-month periods ended June 30, 2021 and 2020, respectively. 12 5. Accumulated Other Comprehensive Income (Loss) The following table presents the changes in accumulated other comprehensive income (loss) (in thousands) by component net of tax for the three and six months ended June 30, 2021 and 2020: Unrealized gains (losses) on available for sale securities (a) Balance as of December 31, 2020 $ 5,119 Other comprehensive loss before reclassification ( 1,541 ) Amount reclassified from accumulated other comprehensive income ( 17 ) Total other comprehensive loss ( 1,558 ) Balance as of June 30, 2021 $ 3,561 Unrealized gains (losses) on available for sale securities (a) Balance as of December 31, 2019 $ 1,187 Other comprehensive income before reclassification 3,625 Amount reclassified from accumulated other comprehensive income ( 30 ) Total other comprehensive income 3,595 Balance as of June 30, 2020 $ 4,782 Unrealized gains (losses) on available for sale securities (a) Balance as of March 31, 2021 $ 2,021 Other comprehensive loss before reclassification 1,540 Amount reclassified from accumulated other comprehensive loss - Total other comprehensive loss 1,540 Balance as of June 30, 2021 $ 3,561 Unrealized gains (losses) on available for sale securities (a) Balance as of March 31, 2020 $ 4,277 Other comprehensive income before reclassification 505 Amount reclassified from accumulated other comprehensive income - Total other comprehensive income 505 Balance as of June 30, 2020 $ 4,782 (a) All amounts are net of tax. Amounts in parentheses indicate debits. 13 The following table presents significant amounts reclassified out of each component of accumulated other comprehensive income (loss) (in thousands) for the three and six months ended June 30, 2021 and 2020: Amount Reclassified From Accumulated Other Comprehensive Income (Loss) (a) Affected Line Item in Three months ended Consolidated June 30, Statements Details about other comprehensive income 2021 2020 of Income Unrealized gains on available for sale securities $ — $ — Net realized gains on sales of securities Tax effect — — Income tax expense $ — $ — Six months ended June 30, 2021 2020 Unrealized gains on available for sale securities $ 21 $ 38 Net realized gains on sales of securities Tax effect ( 4 ) ( 8 ) Income tax expense $ 17 $ 30 (a) Amounts in parentheses indicate debits to net income 6. Off-Balance Sheet Financial Instruments and Guarantees The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. A summary of the Bank’s financial instrument commitments is as follows: (in thousands) June 30, 2021 2020 Commitments to grant loans $ 80,647 $ 61,826 Unfunded commitments under lines of credit 131,309 78,092 Standby letters of credit 5,820 4,065 $ 217,776 $ 143,983 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer and generally consists of real estate. The Bank does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Bank, generally, holds collateral and/or personal guarantees supporting these commitments. Management believes that the proceeds obtained through a 14 liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees. The current amount of the liability as of June 30, 2021 for guarantees under standby letters of credit issued is not material. 7 . Securities The amortized cost, gross unrealized gains and losses, and fair value of securities available for sale were as follows: June 30, 2021 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value (In Thousands) Available for Sale: U.S. Treasury securities $ 10,079 $ 33 $ — $ 10,112 U.S. Government agencies 11,187 81 ( 127 ) 11,141 States and political subdivisions 106,109 2,559 ( 382 ) 108,286 Mortgage-backed securities- government sponsored entities 203,048 2,210 ( 1,161 ) 204,097 Total debt securities $ 330,423 $ 4,883 $ ( 1,670 ) $ 333,636 December 31, 2020 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value (In Thousands) Available for Sale: U.S. Government agencies $ 3,998 $ - $ ( 29 ) $ 3,969 States and political subdivisions 70,672 2,419 - 73,091 Corporate obligations 3,019 13 - 3,032 Mortgage-backed securities-government sponsored entities 143,712 2,809 ( 27 ) 146,494 Total debt securities $ 221,401 $ 5,241 $ ( 56 ) $ 226,586 The following tables show the Company’s investments’ gross unrealized losses and fair value aggregated by length of time that individual securities have been in a continuous unrealized loss position (in thousands): June 30, 2021 Less than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Government agencies $ 3,871 $ ( 127 ) $ - $ - $ 3,871 $ ( 127 ) States and political subdivisions 32,086 ( 382 ) - - 32,086 ( 382 ) Mortgage-backed securities-government sponsored entities 97,540 ( 1,161 ) - - 97,540 ( 1,161 ) $ 133,497 $ ( 1,670 ) $ - $ - $ 133,497 $ ( 1,670 ) December 31, 2020 Less than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Government agencies $ 3,969 $ ( 29 ) $ - $ - $ 3,969 $ ( 29 ) Mortgage-backed securities-government sponsored entities 4,980 ( 27 ) - - 4,980 ( 27 ) $ 8,949 $ ( 56 ) $ - $ - $ 8,949 $ ( 56 ) 15 At June 30, 2021, the Company had 59 debt securities in an unrealized loss position in the less than twelve months category and no debt securities in the twelve months or more category. In Management’s opinion the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities. No other-than-temporary-impairment charges were recorded in 2021. Management believes that all unrealized losses represent temporary impairment of the securities as the Company does not have the intent to sell the securities and it is more likely than not that it will not have to sell the securities before recovery of its cost basis. The amortized cost and fair value of debt securities as of June 30, 2021 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties. Available for Sale Amortized Cost Fair Value (In Thousands) Due in one year or less $ 1,459 $ 1,465 Due after one year through five years 10,544 10,884 Due after five years through ten years 35,105 35,221 Due after ten years 80,267 81,969 127,375 129,539 Mortgage-backed securities-government sponsored entities 203,048 204,097 $ 330,423 $ 333,636 Gross realized gains and gross realized losses on sales of securities available for sale were as follows (in thousands): Three Months Six Months Ended June 30, Ended June 30, 2021 2020 2021 2020 Gross realized gains $ — $ — $ 21 $ 38 Gross realized losses — — — — Net realized gain $ — $ — $ 21 $ 38 Proceeds from sales of securities $ — $ — $ 1,127 $ 8,224 Securities with a carrying value of $ 286,324,000 and $ 199,361,000 at June 30, 2021 and December 31, 2020, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law. 8. Loans Receivable and Allowance for Loan Losses Set forth below is selected data relating to the composition of the loan portfolio at the dates indicated (dollars in thousands): June 30, 2021 December 31, 2020 Real Estate Loans: Residential $ 258,130 18.6 % $ 263,127 18.6 % Commercial 597,906 43.0 579,104 41.0 Agricultural 64,245 4.6 66,334 4.7 Construction 21,839 1.6 21,005 1.5 Commercial loans 250,872 18.1 283,741 20.1 Other agricultural loans 41,836 3.0 40,929 2.9 Consumer loans to individuals 154,792 11.1 158,049 11.2 Total loans 1,389,620 100.0 % 1,412,289 100.0 % Deferred fees, net ( 2,966 ) ( 1,557 ) Total loans receivable 1,386,654 1,410,732 Allowance for loan losses ( 15,340 ) ( 13,150 ) Net loans receivable $ 1,371,314 $ 1,397,582 During 2020 and 2021 the Company participated in the Paycheck Protection Program (“PPP”), administered directly by the United States Small Business Administration (“SBA”). The PPP provides loans to small businesses who were affected by economic conditions as a result of COVID-19 to provide cash-flow assistance to employers who maintain their payroll (including healthcare and certain related expenses), mortgage interest, rent, leases, utilities and interest on existing debt during the COVID-19 emergency. As of June 30, 2021 and December 31, 2020, the Company had outstanding principal balances of $ 74.2 million and $ 95.0 million, 16 respectively, in PPP loans. The PPP loans are fully guaranteed by the SBA and may be eligible for forgiveness by the SBA to the extent that the proceeds are used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of up to 24 weeks after the loan is made as long as certain conditions are met regarding employee retention and compensation levels. PPP loans deemed eligible for forgiveness by the SBA will be repaid by the SBA to the Company. As of June 30, 2021, $ 77.6 million of PPP loans have been forgiven. PPP loans are included in the Commercial loan category. In accordance with the SBA terms and conditions on these PPP loans, the Company received approximately $ 4.3 million in fees associated with the processing of these loans. Upon funding of the loan, these fees were deferred and will be amortized over the life of the loan as an adjustment to yield in accordance with FASB ASC 310-20-25-2. The following table presents information regarding loans acquired and accounted for in accordance with ASC 310-30 (in thousands): June 30, 2021 December 31, 2020 Outstanding Balance $ 13,526 $ 15,570 Carrying Amount $ 8,398 $ 9,281 As a result of the acquisition of UpState New York Bancorp, Inc. (“UpState”), the Company added $ 15,410,000 of loans that were accounted for in accordance with ASC 310-30. Based on a review of the loans acquired by the Company’s senior lending management, which included an analysis of credit deterioration of the loans since origination, the Company recorded a specific credit fair value adjustment of $ 6,937,000 . For loans that were acquired with specific evidence of deterioration in credit quality, loan losses will be accounted for through a reduction of the specific reserve and will not impact the allowance for loan losses until actual losses exceed the allotted reserves. For loans acquired without a deterioration of credit quality, losses incurred will result in adjustments to the allowance for loan losses through the allowance for loan loss adequacy calculation. Changes in the accretable yield for purchased credit impaired loans for the six-months ended June 30, 2021 and 2020, were as follows (in thousands): 2021 2020 Balance at beginning of period $ 1,365 $ — Additions — — Accretion ( 357 ) — Reclassification and other 11 — Balance at end of period $ 1,019 $ — Loans acquired with credit deterioration of $ 15,410,000 and accounted for in accordance with ASC 310-30 were individually evaluated to estimate credit losses and a net recovery amount for each loan. The net cash flows for each loan were then discounted to present value using a risk-adjusted market rate. The table below presents the components of the purchase accounting adjustments: (In Thousands) July 7, 2020 Contractually required principal and interest $ 15,410 Non-accretable discount ( 5,213 ) Expected cash flows 10,197 Accretable discount ( 1,724 ) Estimated fair value $ 8,473 The Company maintains a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers. Specific loan loss allowances are established for identified losses based on a review of such information. A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans identified as impaired are evaluated independently. We do not aggregate such loans for evaluation purposes. Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring. 17 Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in foreclosed real estate owned on the Consolidated Balance Sheets. As of June 30, 2021 and December 31, 2020, foreclosed real estate owned totaled $ 844,000 and $ 965,000 , respectively. During the six months ended June 30, 2021, there were no additions to the foreclosed real estate category. The Co mpany disposed of a parcel of the one property that was previously transferred to foreclosed real estate owned with a carrying value of $ 121,000 through the sale of the property. As of June 30, 2021, the Company has initiated formal foreclosure proceedings on four properties classified as consumer residential mortgages with an aggregate carrying value of $ 489,000 . The following table shows the amount of loans in each category that were individually and collectively evaluated for impairment at the dates indicated: Real Estate Loans Commercial Other Consumer Residential Commercial Agricultural Construction Loans Agricultural Loans Total June 30, 2021 (In thousands) Individually evaluated for impairment $ — $ 1,206 $ 858 $ — $ 20 $ 125 $ — $ 2,209 Loans acquired with deteriorated credit quality 572 3,460 1,906 202 131 2,127 — 8,398 Collectively evaluated for impairment 257,558 593,240 61,481 21,637 250,721 39,584 154,792 1,379,013 Total Loans $ 258,130 $ 597,906 $ 64,245 $ 21,839 $ 250,872 $ 41,836 $ 154,792 $ 1,389,620 Real Estate Loans Commercial Other Consumer Residential Commercial Agricultural Construction Loans Agricultural Loans Total (In thousands) December 31, 2020 Individually evaluated for impairment $ - $ 2,582 $ — $ - $ 80 $ — $ - $ 2,662 Loans acquired with deteriorated credit quality 591 3,995 2,043 194 246 2,212 - 9,281 Collectively evaluated for impairment 262,536 572,527 64,291 20,811 283,415 38,717 158,049 1,400,346 Total Loans $ 263,127 $ 579,104 $ 66,334 $ 21,005 $ 283,741 $ 40,929 $ 158,049 $ 1,412,289 18 The following table includes the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable. Unpaid Recorded Principal Associated Investment Balance Allowance June 30, 2021 (in thousands) With no related allowance recorded: Real Estate Loans: Commercial $ 1,206 $ 2,078 $ — Agriculture 858 858 Commercial Loans 20 20 — Other agricultural loans 125 125 — Subtotal $ 2,209 $ 3,081 $ — Total: Real Estate Loans: Commercial $ 1,206 $ 2,078 $ — Agriculture 858 858 Commercial Loans 20 20 — Other agricultural loans 125 125 — Total Impaired Loans $ 2,209 $ 3,081 $ — Unpaid Recorded Principal Associated Investment Balance Allowance December 31, 2020 (in thousands) With no related allowance recorded: Real Estate Loans: Commercial $ 2,582 $ 3,234 $ — Commercial Loans 80 80 — Subtotal 2,662 3,314 — Total: Real Estate Loans: Commercial 2,582 3,234 — Commercial Loans 80 80 — Total Impaired Loans $ 2,662 $ 3,314 $ — The following table presents the average recorded investment in impaired loans and the related amount of interest income recognized during the three-month periods ended June 30, 2021 and 2020, respectively (in thousands): Average Recorded Interest Income Investment Recognized 2021 2020 2021 2020 Real Estate Loans: Commercial $ 1,467 $ 2,094 $ — $ 3 Agriculture 858 — — — Commercial Loans 29 — — — Other agricultural loans 125 — — — Total $ 2,479 $ 2,094 $ — $ 3 19 The following table presents the average recorded investment in impaired loans and the related amount of interest income recognized during the six-month periods ended June 30, 2021 and 2020, respectively (in thousands): Average Recorded Interest Income Investment Recognized 2021 2020 2021 2020 Real Estate Loans: Commercial $ 1,541 $ 2,096 $ 1 $ 6 Agriculture 858 — — — Commercial Loans 19 — — — Other agricultural loans 110 — — — Total $ 2,528 $ 2,096 $ 1 $ 6 Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of financial difficulties experienced by the borrower, who could not obtain comparable terms from alternate financing sources. As of June 30, 2021 and December 31, 2020, troubled debt restructured loans totaled $ 0 and $ 75,000 , respectively, with no specific reserve. For the six-month period ended June 30, 2021 and 2020, there were no new loans identified as troubled debt restructurings. During 2020, the Company recognized a charge-off $ 20,000 on a loan that was previously identified as a troubled debt restructuring. On April 7, 2020, federal banking regulators issued a revised interagency statement that included guidance on their approach for the accounting of loan modifications in light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to the loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented. The agencies confirmed in working with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs. Management uses an eight point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first four categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are considered Substandard. Any portion of a loan that has been charged off is placed in the Loss category. To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as nonperformance, repossession, or death occurs to raise awareness of a possible credit event. The Company’s Loan Review Department is responsible for the timely and accurate risk rating of the loans on an ongoing basis. Every credit which must be approved by Loan Committee or the Board of Directors is assigned a risk rating at time of consideration. Loan Review also annually reviews relationships of $ 1,500,000 and over to assign or re-affirm risk ratings. Loans in the Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance. 20 The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard, Doubtful and Loss within the internal risk rating system as of June 30, 2021 and December 31, 2020 (in thousands): Special Doubtful Pass Mention Substandard or Loss Total June 30, 2021 Commercial real estate loans $ 586,338 $ 6,302 $ 5,266 $ — $ 597,906 Real estate - agricultural 61,415 66 2,764 — 64,245 Commercial loans 250,388 229 255 — 250,872 Other agricultural loans 38,007 272 3,557 — 41,836 Total $ 936,148 $ 6,869 $ 11,842 $ — $ 954,859 Special Doubtful Pass Mention Substandard or Loss Total December 31, 2020 Commercial real estate loans $ 566,418 $ 6,346 $ 6,340 $ — $ 579,104 Real estate - agricultural 58,322 5,111 2,901 — 66,334 Commercial loans 282,915 437 389 — 283,741 Other agricultural loans 35,772 2,786 2,371 — 40,929 Total $ 943,427 $ 14,680 $ 12,001 $ — $ 970,108 For residential real estate loans, construction loans and consumer loans, the Company evaluates credit quality based on the performance of the individual credits. The following table presents the recorded investment in the loan classes based on payment activity as of June 30, 2021 and December 31, 2020 (in thousands): Performing Nonperforming Total June 30, 2021 Residential real estate loans $ 257,644 $ 486 $ 258,130 Construction 21,839 — 21,839 Consumer loans to individuals 154,609 183 154,792 Total $ 434,092 $ 669 $ 434,761 Performing Nonperforming Total December 31, 2020 Residential real estate loans $ 262,556 $ 571 $ 263,127 Construction 21,005 — 21,005 Consumer loans to individuals 157,864 185 158,049 Total $ 441,425 $ 756 $ 442,181 21 Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents 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 (in thousands): Current 31-60 Days Past Due 61-90 Days Past Due Greater than 90 Days Past Due and still accruing Nonaccrual Total Past Due and Non-Accrual Purchased Credit-Impaired Total Loans June 30, 2021 Real Estate loans Residential $ 256,368 $ 350 $ 354 $ - $ 486 $ 1,190 $ 572 $ 258,130 Commercial 592,870 253 205 - 1,118 1,576 3,460 597,906 Agricultural 61,663 - - - 676 676 1,906 64,245 Construction 21,637 - - - - - 202 21,839 Commercial loans 249,414 105 53 - 1,169 1,327 131 250,872 Other agricultural loans 39,020 381 - 308 689 2,127 41,836 Consumer loans 154,437 166 6 - 183 355 - 154,792 Total $ 1,375,409 $ 1,255 $ 618 $ - $ 3,940 $ 5,813 $ 8,398 $ 1,389,620 Current 31-60 Days Past Due 61-90 Days Past Due Greater than 90 Days Past Due and still accruing Nonaccrual Total Past Due and Non-Accrual Purchased Credit-Impaired Total Loans December 31, 2020 Real Estate loans Residential $ 261,406 $ 355 $ 204 $ - $ 571 $ 1,130 $ 591 $ 263,127 Commercial 573,376 59 - - 1,674 1,733 3,995 579,104 Agricultural 63,615 - - 676 676 2,043 66,334 Construction 20,811 - - - - - 194 21,005 Commercial loans 282,374 1,009 90 - 22 1,121 246 283,741 Other agricultural loans 38,454 - - 263 263 2,212 40,929 Consumer loans 157,538 233 93 - 185 511 - 158,049 Total $ 1,397,574 $ 1,656 $ 387 $ - $ 3,391 $ 5,434 $ 9,281 $ 1,412,289 Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the allowance for loan losses. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the allowance. As of June 30, 2021, the allocation of the allowance pertaining to each major category of loans is higher than the allocation as of December 31, 2020. This increase is due primarily to an increase in the qualitative factors related to Lending Management and External Factors resulting from the resignation of the Company’s Chief Lending Officer. As of June 30, 2021, the Company has also continued to incorporate qualitative factors related to the pandemic to capture some of the risk associated with higher-risk industries and to recognize risk related to loans that have been granted deferral of payments due to COVID-19. At June 30, 2021, the allowance for loan losses includes $ 2.3 million of COVID related factors. The 2021 allowance for loan losses excludes growth in Paycheck Protection Program loans which are fully guaranteed by the Small Business Association as well as loans acquired from UpState which were recorded at fair value. 22 The following table presents the allowance for loan losses by the classes of the loan portfolio: (In thousands) Residential Real Estate Commercial Real Estate Construction Commercial Consumer Total Beginning balance, December 31, 2020 $ 1,960 $ 8,004 $ 150 $ 1,360 $ 1,676 $ 13,150 Charge Offs ( 5 ) ( 439 ) — ( 174 ) ( 261 ) ( 879 ) Recoveries 5 10 — 24 30 69 Provision for loan losses 273 2,005 ( 13 ) 293 442 3,000 Ending balance, June 30, 2021 $ 2,233 $ 9,580 $ 137 $ 1,503 $ 1,887 $ 15,340 Ending balance individually evaluated ‎ for impairment $ — $ — $ — $ — $ — $ — Ending balance collectively evaluated ‎ for impairment $ 2,233 $ 9,580 $ 137 $ 1,503 $ 1,887 $ 15,340 (In thousands) Residential Real Estate Commercial Real Estate Construction Commercial Consumer Total Beginning balance, March 31, 2021 $ 2,124 $ 9,084 $ 122 $ 1,405 $ 1,774 $ 14,509 Charge Offs - ( 439 ) - ( 114 ) ( 158 ) ( 711 ) Recoveries 3 6 - 16 17 42 Provision for loan losses 106 929 15 196 254 1,500 Ending balance, June 30, 2021 $ 2,233 $ 9,580 $ 137 $ 1,503 $ 1,887 $ 15,340 (In thousands) Residential Real Estate Commercial Real Estate Construction Commercial Consumer Total Beginning balance, December 31, 2019 $ 1,552 $ 4,687 $ 95 $ 949 $ 1,226 $ 8,509 Charge Offs ( 1 ) ( 33 ) — ( 18 ) ( 192 ) ( 244 ) Recoveries 3 6 — 18 20 47 Provision for loan losses 98 1,419 ( 9 ) 127 365 2,000 Ending balance, June 30, 2020 $ 1,652 $ 6,079 $ 86 $ 1,076 $ 1,419 $ 10,312 Ending balance individually evaluated ‎ for impairment $ — $ 392 $ — $ — $ — $ 392 Ending balance collectively evaluated ‎ for impairment $ 1,652 $ 5,687 $ 86 $ 1,076 $ 1,419 $ 9,920 (In thousands) Residential Real Estate Commercial Real Estate Construction Commercial Consumer Total Beginning balance, March 31, 2020 $ 1,644 $ 4,915 $ 87 $ 1,064 $ 1,378 $ 9,088 Charge Offs — — — ( 18 ) ( 76 ) ( 94 ) Recoveries 1 2 — 8 7 18 Provision for loan losses 7 1,162 ( 1 ) 22 110 1,300 Ending balance, June 30, 2020 $ 1,652 $ 6,079 $ 86 $ 1,076 $ 1,419 $ 10,312 The Company’s primary business activity as of June 30, 2021 was with customers located in northeastern Pennsylvania and the New York counties of Delaware, Sullivan, Ontario, Otsego and Yates. Accordingly, the Company has extended credit primarily to commercial entities and individuals in this area whose ability to honor their contracts is influenced by the region’s economy. As of June 30, 2021, the Company considered its concentration of credit risk to be acceptable. The highest concentrations are in commercial rentals with $ 136.6 million of loans outstanding, or 9.8 % of total loans outstanding, and residential rentals with 23 loans outstanding of $ 118.4 million, or 8.5 % of loans outstanding. During 2021, the Company did not recognize any charge offs on loans in the named concentrations. 9 . Operating Leases The Company leases eight office locations under operating leases. Several assumptions and judgments were made when applying the requirements of Topic 842 to the Company’s existing lease commitments, including the allocation of consideration in the contracts between lease and nonlease components, determination of the lease term, and determination of the discount rate used in calculating the present value of the lease payments. The Company has elected to account for the variable nonlease components, such as common area maintenance charges, utilities, real estate taxes, and insurance, separately from the lease component. Such variable nonlease components are reported in net occupancy expense on the Consolidated Statements of Income when paid. These variable nonlease components were excluded from the calculation of the present value of the remaining lease payments, therefore, they are not included in other assets and other liabilities on the Consolidated Balance Sheets. The lease cost associated with the operating leases for the six-month periods ending June 30, 2021 and 2020, amounted to $ 294,000 and $ 280,000 respectively. Certain of the Company’s leases contain options to renew the lease after the initial term. Management considers the Company’s historical pattern of exercising renewal options on leases and the positive performance of the leased locations, when determining whether it is reasonably certain that the leases will be renewed. If management concludes that there is reasonable certainty about the renewal option, it is included in the calculation of the remaining term of each applicable lease. The discount rate utilized in calculating the present value of the remaining lease payments for each lease was the Federal Home Loan Bank of Pittsburgh advance rate corresponding to the remaining maturity of the lease. The following table presents the weighted-average remaining lease term and discount rate for the leases outstanding at June 30, 2021. Operating Weighted-average remaining term 11.8 Weighted-average discount rate 3.08 % The following table presents the undiscounted cash flows due related to operating leases as of June 30, 2021, along with a reconciliation to the discounted amount recorded on the Consolidated Balance Sheets: Undiscounted cash flows due (in thousands) Operating 2021 $ 281 2022 546 2023 534 2024 544 2025 561 2026 and thereafter 3,319 Total undiscounted cash flows 5,785 Discount on cash flows ( 1,003 ) Total lease liabilities $ 4,782 10 . Fair Value of Assets and Liabilities Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In accordance with fair value accounting guidance, the Company measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the Consolidated Financial Statements. Those assets and liabilities are presented in the sections entitled “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis” and “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis”. There are three levels of inputs that may be used to measure fair values: Level 1 – Quoted prices (unadjusted) for 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. 24 Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 16 of the Company’s 2020 Form 10-K. Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2021 and December 31, 2020 are as follows: Fair Value Measurement Using Reporting Date Description Total Level 1 Level 2 Level 3 June 30, 2021 (In thousands) ASSETS Available for Sale: U.S. Treasury securities $ 10,112 $ - $ 10,112 $ - U.S. Government agencies 11,141 11,141 States and political subdivisions 108,286 - 108,286 - Mortgage-backed securities-government sponsored entities 204,097 - 204,097 - Interest rate derivatives 98 - 98 - LIABILITIES Interest rate derivatives 98 - 98 - Description Total Level 1 Level 2 Level 3 December 31, 2020 (In thousands) ASSETS Available for Sale: U.S. Government agencies $ 3,969 $ - $ 3,969 $ - States and political subdivisions 73,091 73,091 Corporate obligations 3,032 - 3,032 - Mortgage-backed securities-government sponsored entities 146,494 - 146,494 - Interest rate derivatives 276 - 276 - LIABILITIES Interest rate derivatives 276 - 276 - Securities: The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable. Interest rate derivatives: The fair value of interest rate derivatives is based on settlement values adjusted for credit risks associated with the counter parties and the Company and observable market interest rate curves. 25 Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2021 and December 31, 2020 are as follows: Fair Value Measurement Using Reporting Date (In thousands) Description Total Level 1 Level 2 Level 3 June 30, 2021 Impaired Loans $ 2,209 $ - $ - $ 2,209 Foreclosed Real Estate Owned 844 - - 844 December 31, 2020 Impaired Loans $ 2,662 $ - $ - $ 2,662 Foreclosed Real Estate Owned 965 - - 965 Impaired loans (generally carried at fair value): The Company measures impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the lowest level of input that is significant to the fair value measurements. As of June 30, 2021, the fair value investment in impaired loans was $ 2,209,000 which included six loan relationships that did not require a valuation allowance since the estimated realizable value of the collateral exceeded the recorded investment in the loan. As of June 30, 2021, the Company has recognized charge-offs against the allowance for loan losses on these impaired loans in the amount of $ 872,000 over the life of the loans. As of December 31, 2020, the fair value investment in impaired loans totaled $ 2,662,000 which included six loan relationships that did not require a valuation allowance since either the estimated realizable value of the collateral or the discounted cash flows exceeded the recorded investment in the loan. As of December 31, 2020, the Company has recognized charge-offs against the allowance for loan losses on these impaired loans in the amount of $ 652,000 over the life of the loans. There were no loan relationships which required a valuation allowance. Foreclosed real estate owned (carried at fair value): Real estate properties acquired through loan foreclosures, or by deed in lieu of loan foreclosure are to be sold and are carried at fair value less estimated cost to sell. Fair value is based upon independent market prices, appraised value of the collateral or management’s estimation of the value of the collateral. These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement. The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair value: Quantitative Information about Level 3 Fair Value Measurements (dollars in thousands) Fair Value Estimate Valuation Techniques Unobservable Input Range (Weighted Average) June 30, 2021 Impaired loans $ 2,209 Appraisal of collateral(1) Appraisal adjustments(2) 10.00 %- 10.00 % ( 10.00 %) Foreclosed real estate owned $ 844 Appraisal of collateral(1) Liquidation Expenses(2) 7.00 % ( 7.00 %) 26 Quantitative Information about Level 3 Fair Value Measurements (dollars in thousands) Fair Value Estimate Valuation Techniques Unobservable Input Range (Weighted Average) December 31, 2020 Impaired loans $ 2,662 Appraisal of collateral(1) Appraisal adjustments(2) 0 %- 10.59 % ( 9.75 %) Foreclosed real estate owned $ 965 Appraisal of collateral(1) Liquidation Expenses(2) 7.00 % ( 7.00 %) (1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable, less any associated allowance. (2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal. Assets and Liabilities Not Required to be Measured or Reported at Fair Value The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at June 30, 2021 and December 31, 2020. Loans receivable (carried at cost): The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Mortgage servicing rights (generally carried at cost) The Company utilizes a third party provider to estimate the fair value of certain loan servicing rights. Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation. Deposit liabilities (carried at cost): The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits. Other borrowings (carried at cost): Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a fair value that is deemed to represent the transfer price if the liability were assumed by a third party. 27 The estimated fair values of the Bank’s financial instruments not required to be measured or reported at fair value were as follows at June 30, 2021 and December 31, 2020. (In thousands) Fair Value Measurements at June 30, 2021 Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents (1) $ 205,173 $ 205,173 $ 205,173 $ - $ - Loans receivable, net 1,371,314 1,454,066 - - 1,454,066 Mortgage servicing rights 327 479 - - 479 Regulatory stock (1) 4,084 4,084 4,084 - - Bank owned life insurance (1) 39,665 39,665 39,665 - - Accrued interest receivable (1) 6,190 6,190 6,190 - - Financial liabilities: Deposits 1,688,941 1,692,942 1,178,113 - 514,829 Short-term borrowings (1) 83,599 83,599 83,599 - - Other borrowings 36,259 36,828 - - 36,828 Accrued interest payable (1) 1,462 1,462 1,462 - - Off-balance sheet financial instruments: Commitments to extend credit and ‎ outstanding letters of credit - - - - - Fair Value Measurements at December 31, 2020 Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents (1) $ 111,693 $ 111,693 $ 111,693 $ - $ - Loans receivable, net 1,397,582 1,493,480 - - 1,493,480 Mortgage servicing rights 337 476 - - 476 Regulatory stock (1) 3,981 3,981 3,981 - - Bank owned life insurance (1) 39,608 39,608 39,608 - - Accrued interest receivable (1) 6,232 6,232 6,232 - - Financial liabilities: Deposits 1,535,385 1,540,661 1,001,555 - 539,106 Short-term borrowings (1) 63,303 63,303 63,303 - - Other borrowings 42,459 43,452 - - 43,452 Accrued interest payable (1) 1,601 1,601 1,601 - - Off-balance sheet financial instruments: Commitments to extend credit and ‎ outstanding letters of credit - - - - - (1) This financial instrument is carried at cost, which approximates the fair value of the instrument. 11 . Interest Rate Swaps The Company enters into interest rate swaps that allow our commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate into a fixed-rate. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC 815 and are not marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820. There was no effect on earnings in any periods presented. At June 30, 2021 and December 31, 2020, based upon the swap contract values, the company pledged cash in the amount of $ 350,000 as collateral for its interest rate swaps with a third-party financial institution. The fair value of the swaps as of June 30, 2021 and December 31, 2020 was $ 98,000 and $ 276,000 , respectively. ‎ 28 Summary information regarding these derivatives is presented below: (Amounts in thousands) Notional Amount Fair Value June 30, 2021 December 31, 2020 Interest Rate Paid Interest Rate Received June 30, 2021 December 31, 2020 Customer interest rate swap Maturing November, 2030 $ 7,049 $ 7,222 1 month LIBOR + Margin Fixed $ 61 $ 165 Maturing December, 2030 4,677 4,800 1 month LIBOR + Margin Fixed 37 111 Total $ 11,726 $ 12,022 $ 98 $ 276 Third party interest rate swap Maturing November, 2030 $ 7,049 $ 7,222 Fixed 1 month LIBOR + Margin $ 61 $ 165 Maturing December, 2030 4,677 4,800 Fixed 1 month LIBOR + Margin 37 111 Total $ 11,726 $ 12,022 $ 98 $ 276 The following table presents the fair values of derivative instruments in the Consolidated Balance Sheet. (Amounts in thousands) Assets Liabilities Balance Sheet Location Fair Value Balance Sheet Location Fair Value June 30, 2021 Interest rate derivatives Other assets $ 98 Other liabilities $ 98 December 31, 2020 Interest rate derivatives Other assets 276 Other liabilities 276 12 . New and Recently Adopted Accounting Pronouncements New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments , which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. With certain exceptions, transition to the new requirements will be through a cumulative-effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. This Update is effective for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies, to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform 29 its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Update is effective for smaller reporting companies and all other entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Derivatives, and Hedging (Topic 815); and Financial Instruments (Topic 825), which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. ASU 2019-04 makes clarifying amendments to certain financial instrument standards. For entities that have not yet adopted ASU 2016-13, the effective dates for the amendments related to ASU 2016-13 are the same as the effective dates in ASU 2016-13. For entities that have adopted ASU 2016-13, the amendments related to ASU 2016-13 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For entities that have not yet adopted ASU 2017-12 as of April 25, 2019, the effective dates for the amendments to Topic 815 are the same as the effective dates in ASU 2017-12. For entities that have adopted ASU 2017-12 as of April 25, 2019, the effective date is as of the beginning of the first annual period beginning after April 25, 2019. The amendments related to ASU 2016-01 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326) , which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted the credit losses standard, the ASU is effective when they implement the credit losses standard. For entities that already have adopted the credit losses standard, the ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt ASU 2016-13. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses , to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. For entities that have not yet adopted ASU 2016-13 as of November 26, 2019, the effective dates for ASU 2019-11 are the same as the effective dates and transition requirements in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-11 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs. In March 2020, the FASB issued ASU 2020-03 , Codification Improvements to Financial Instruments. This ASU was issued to improve and clarify various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825, Financial Instruments , in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be the contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU 2016-01. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Amendments related to ASU 2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Other amendments are effective upon issuance of this ASU. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations. In January 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020 , to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR 30 and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls “reference rate reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. It is too early to predict whether a new rate index replacement and the adoption of the ASU will have a material impact on the Company’s financial statements. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations. In March 2021, the FASB issued ASU 2021-03, Intangibles – Goodwill and Other (Topic 350), which provides private companies and not-for-profit entities with an accounting alternative to elect not to monitor for goodwill impairment-triggering events during the reporting period and, instead, to evaluate the facts and circumstances as of the end of the reporting period to determine whether it is more likely than not that goodwill is impaired. The amendments in this Update are effective on a prospective basis for fiscal years beginning after December 15, 2019. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance as of March 30, 2021. An entity should not retroactively adopt the amendments in this Update for interim financial statements already issued in the year of adoption. This Update is not expected to have a significant impact on the Company’s financial statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842), which amends ASC 842 so that lessors are no longer required to recognize a selling loss upon commencement of a lease with variable lease payments that, prior to the amendments, would have been classified as a sales-type or direct financing lease. Furthermore, a lessor must classify as an operating lease any lease that would otherwise be classified as a sales-type or direct financing lease and that would result in the recognition of a selling loss at lease commencement, provided that the lease includes variable lease payments that do not depend on an index or rate. For public business entities and certain not-for-profit entities and employee benefit plans that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years. For all other entities that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. All entities that have adopted ASC 842 are permitted to early adopt the amendments in ASU 2021-05. The amendments in ASU 2021-05 are effective as of the same date as the guidance in ASC 842 for entities that have not adopted ASC 842. This Update is not expected to have a significant impact on the Company’s financial statements. 13 . Acquisition of UpState New York Bancorp, Inc. and USNY Bank. On January 8, 2020, the Company and the Bank, and UpState and its wholly owned subsidiary, USNY Bank entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which UpState would merge with and into the Company, with the Company as the surviving corporation (“the Merger”). The Merger was completed on July 7, 2020. Pursuant to the terms of the Merger Agreement, UpState was merged with and into the Company, with the Company as the surviving corporation of the Merger. Immediately following the Merger, USNY Bank was merged with and into Wayne Bank, with Wayne Bank as the surviving entity. USNY Bank conducted its business from two Bank of the Finger Lakes offices in Geneva and Penn Yan, New York, and two Bank of Cooperstown offices in Cooperstown and Oneonta, New York. At June 30, 2020, UpState had total assets of $ 463.8 million, total deposits of $ 412.8 million and total stockholders’ equity of $ 44.8 million. Pursuant to the terms of the Merger Agreement, shareholders of UpState elected to receive for each share of UpState common stock they owned, either 0.9390 shares of the Company’s common stock or $ 33.33 in cash, or a combination of both. All shareholder elections were subject to the allocation and proration procedures set forth in the Merger Agreement which were intended to ensure that 31 90 % of the shares of UpState would be exchanged for the Company’s common stock and 10 % of the shares of UpState would be exchanged for cash. In addition, under the terms of the Merger Agreement, UpState shareholders received an additional $ 0.67 per share in cash for each share of UpState common stock held. In the aggregate, the merger consideration paid to UpState shareholders consisted of approximately $ 8,845,198 in cash and 1,865,738 shares of the Company’s common stock. The senior management of the Company and Wayne Bank remained the same following the completion of the Merger. UpState directors Jeffrey S. Gifford and Alexandra K. Nolan have been appointed to the boards of directors of the Company and Wayne Bank. In addition, the remaining former directors of UpState have been invited to join a regional advisory board. UpState President and CEO R. Michael Briggs has entered into a consulting agreement with Wayne Bank. The Company has retained the brand names of USNY Bank’s two units, Bank of the Finger Lakes and Bank of Cooperstown, and has also retained USNY Bank’s administration center in Geneva, New York. Scott D. White, unit President of Bank of Cooperstown, and Jeffrey E. Franklin, unit President of Bank of the Finger Lakes, will also remain in place as executives of their units. The acquired assets and assumed liabilities were measured at estimated fair values. Management made significant estimates and exercised significant judgement in accounting for the acquisition. Management measured loan fair values based on loan file reviews, appraised collateral values , expected cash flows, and historical loss factors. The Company also recorded and identifiable asset representing the core deposit base of UpState based on management’s evaluation of the cost of such deposits relative to alternative funding sources. Management used significant estimates including the average lives of depository accounts, future interest rate levels, and the cost of servicing various depository products. Management used market quotations to determine the fair value of investment securities. The business combination resulted in the acquisition of loans with and without evidence of credit quality deterioration. UpState loans were deemed impaired at the acquisition date if the Company did not expect to receive all contractually required cash flows due to concerns about credit quality. Such loans were fair valued and the difference between contractually required payments at the acquisition date and cash flows expected to be collected was recorded as a non-accretable difference. At the acquisition date, the Company recorded $ 15,410,000 of purchased credit-impaired loans subject to a non-accretable difference of $ 5,213,000 . The method of measuring carrying value of purchased loans differs from loans originated by the Company (originated loans), and as such, the Company identifies purchased loans and purchased loans with a credit quality discount and originated loans at amortized cost. UpState’s loans without evidence of credit deterioration were fair valued by discounting both expected principal and interest cash flows using an observable discount rate for similar instruments that a market participant would consider in determining fair value. Additionally, consideration was given to management’s best estimates of default rates and payment speeds. At acquisition, UpState’s loan portfolio without evidence of deterioration totaled $ 400,127,000 and was recorded at a fair value of $ 393,580,000 . The allocation of purchase consideration related to the Merger was considered preliminary, primarily with respect to certain tax-related assets and liabilities. Subsequent to the closing date of the acquisition, final tax returns were prepared and filed for UpState, which are expected to result in tax refunds, which relate to the operations of UpState and USNY Bank. In accordance with ASC 805 the acquiring Company shall adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. A provisional amount is necessary when the buyer must issue financial statements prior to completing its accounting for the business combination (i.e. prior to the end of the measurement period). The measurement period begins on the acquisition date and ends on the earlier of either: (a) the buyer obtaining the information needed to finish the accounting for the business combination or (b) one year from the acquisition date. Adjustments to preliminary allocations related to certain tax-related assets and liabilities occurred in the fourth quarter of 2020. The change to provisional amounts resulted in a reduction in goodwill of $ 923,000 and no impact to results of operations during the fourth quarter. During the second quarter of 2021, the Company recorded final measurement period adjustments to goodwill which resulted in a $ 24,000 decrease, net, in the carrying value. The final adjustments were related to tax-related assets and liabilities and an unrecorded liability. The adjustments had no impact on the results of operations. 32 The following table summarizes the purchase of UpState as of July 7, 2020: (Dollars in Thousands, Except Per Share Data) Purchase Price Consideration in Common Stock UpState common shares settled for stock 1,987,206 Exchange Ratio 0.9390 Norwood Financial Corp shares issued 1,865,738 Value assigned to each Norwood Financial Corp common share $ 24.30 Purchase price assigned to UpState common shares $ 45,337 exchanged for Norwood Financial Corp shares Purchase Price Consideration - Cash for Common Stock UpState shares exchanged for cash, excluding fractional shares 220,794 Purchase price paid to each UpState common share exchanged for cash $ 33.33 Purchase price assigned to UpState common shares exchanged for cash $ 7,359 Purchase price additional cash consideration per share 1,479 Purchase price consideration - Cash-in-lieu of Fractional Shares 6 Total Purchase Price $ 54,181 Net Assets Acquired: UpState shareholders' equity $ 44,803 UpState goodwill and intangibles - Total tangible equity 44,803 Adjustments to reflect assets acquired at fair value: Investments ( 112 ) Loans Interest rate 3,982 General credit ( 10,529 ) Specific credit - non-amortizing ( 5,213 ) Specific credit - amortizing ( 1,724 ) Core deposit intangible 409 Deferred loan fees ( 812 ) Premises and equipment ( 1,211 ) Allowance for loan and lease losses 5,982 Deferred tax assets 3,730 Other ( 48 ) Adjustments to reflect liabilities acquired at fair value: Deposits ( 3,011 ) Net assets acquired 36,246 Goodwill resulting from merger $ 17,935 33 The fo llowing condensed statement reflects the values assigned to UpState net assets as of the acquisition date: (In Thousands) Total purchase price $ 54,181 Net assets acquired: Cash $ 24,037 Securities available for sale 13,836 Loans 405,221 Premises and equipment, net 4,318 Regulatory stock 2,487 Accrued interest receivable 1,426 Core deposit intangible 564 Other assets 5,398 Deposits ( 414,370 ) Accrued interest payable ( 175 ) Other liabilities ( 6,496 ) Total identifiable net assets acquired 36,246 Goodwill resulting from UpState Merger $ 17,935 The Company recorded goodwill associated with the acquisition of UpState totaling $ 17,935,000 . Goodwill is not amortized, but is periodically evaluated for impairment. The Company did no t recognize any impairment during the six months ended June 30, 2021. Identifiable intangibles are amortized to their estimated residual values over the expected useful lives. Such lives are also periodically reassessed to determine if any amortization period adjustments are required. During the six months ended June 30, 2021, no such adjustments were recorded. The identifiable intangible assets consist of a core deposit intangible which is being amortized on an accelerated basis over the useful life of such asset. The gross carrying amount of the core deposit intangible at June 30, 2021 was $ 409,000 with $ 74,000 accumulated amortization as of that date. As of June 30, 2021, the current year and estimated future amortization expense for the core deposit intangible associated with the UpState acquisition is: (In thousands) 2021 $ 34 2022 63 2023 56 2024 48 2025 41 After five years 93 $ 335 34 14 . Risks and Uncertainties The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and provided over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (“PPP”). As a qualified SBA lender, we were automatically authorized to originate PPP loans. An eligible business can apply for a PPP loan up to the greater of: (1) 2.5 times its average monthly payroll costs; or (2) $10.0 million. PPP loans will have: (a) an interest rate of 1.0%, (b) a two-year or five-year loan term to maturity; and (c) principal and interest payments deferred for ten months from the end of the coverage period. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and 60% of the loan proceeds are used for payroll expenses, with the remaining 40% of the loan proceeds used for other qualifying expenses. As of June 30, 2021, the Company has approved over 1,800 applications for $ 151.6 million of loans since the inception of the PPP. Since the opening of the PPP, several larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP. Norwood may be exposed to the risk of similar litigation, from both customers and non-customers that approached the bank regarding PPP loans, regarding the process and procedures used in processing applications for the PPP. If any such litigation is filed against and is not resolved in a manner favorable to Norwood, it may result in significant financial liability or adversely affect reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations. The Company also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by the Company, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Company. COVID-19 Loan Forbearance Programs . Section 4013 of the CARES Act provides that banks may elect not to categorize a loan modification as a TDR if the loan modification is (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date on which the national emergency concerning the novel coronavirus disease (COVID–19) outbreak declared by the President on March 13, 2020, under the National Emergencies Act terminates, or (B) January 1, 2022. According to the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) issued by the federal bank regulatory agencies on April 7, 2020, short-term loan modifications not otherwise eligible under Section 4013 that are made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. See Note 8 of the financial statements for additional disclosure of TDRs at June 30, 2021. The following table presents a summary of loans that were granted forbearance by type of loan since the inception of the CARES Act through June 30, 2021: Loan Type Number of ‎ Loans Balance ‎ (in thousands) Real Estate Loans: Residential 121 $ 10,883 Commercial 388 218,984 Agricultural 16 5,267 Construction 24 4,125 Commercial, financial and agricultural 190 23,801 Other agricultural loans — — Consumer loans to individuals 493 11,196 Total 1,232 $ 274,256 35 The following table presents a summary of loans that remain in forbearance by type of loan as of June 30, 2021: Loan Type Number of ‎ Loans Balance ‎ (in thousands) Real Estate Loans: Residential — $ — Commercial 2 724 Agricultural — — Construction — — Commercial, financial and agricultural 3 197 Other agricultural loans — — Consumer loans to individuals 7 94 Total 12 $ 1,015 ‎ 36