Registrant’s telephone number, including area code ~~1.866.642.7736~~1.866.642.7736

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

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

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

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

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

As of ~~November 7, 2019,~~August 6, 2020, the registrant had ~~8,478,461~~8,420,624 shares of common stock outstanding.

Unless the context otherwise requires, the terms “Mid Penn”, “we”, “us”, and “our” refer to Mid Penn Bancorp, Inc. ~~and~~ its consolidated wholly-owned banking ~~subsidiary.~~subsidiary, and its nonbank subsidiaries.

(Dollars in thousands, except share data)	September 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
ASSETS
Cash and due from banks	$	54,756		$	24,600		$	33,495		$	25,746
Interest-bearing balances with other financial institutions		4,393			4,572			3,322			4,657
Federal funds sold		101,730			10,893			106,938			108,627
Total cash and cash equivalents		160,879			40,065			143,755			139,030

Investment securities available for sale, at fair value		52,419			111,923			23,492			37,009
Investment securities held to maturity, at amortized cost (fair value $173,722 and $166,582)		170,472			168,370
Loans held for sale, at fair value		7,115			1,702
Investment securities held to maturity, at amortized cost (fair value $139,491 and $137,476)								135,387			136,477
Loans held for sale								21,812			8,422
Loans and leases, net of unearned interest		1,710,434			1,624,067			2,445,765			1,762,756
Less: Allowance for loan and lease losses		(9,316	)		(8,397	)		(11,067	)		(9,515	)
Net loans and leases		1,701,118			1,615,670			2,434,698			1,753,241

Bank premises and equipment, net		23,357			25,303			26,038			24,937
Bank premises and equipment held for sale		1,274			—
Operating lease right of use asset		10,416			—			10,587			11,442
Finance lease right of use asset		3,492			—			3,357			3,447
Cash surrender value of life insurance		16,804			16,691			17,033			16,881
Restricted investment in bank stocks		6,105			6,646			7,079			4,902
Accrued interest receivable		8,414			8,244			12,743			7,964
Deferred income taxes		3,922			4,696			1,533			2,810
Goodwill		62,840			62,840			62,840			62,840
Core deposit and other intangibles, net		6,109			7,221			5,108			5,758
Foreclosed assets held for sale		130			1,017			1,718			196
Other assets		14,033			7,593			15,185			15,819
Total Assets	$	2,248,899		$	2,077,981		$	2,922,365		$	2,231,175

LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand	$	298,885		$	269,870		$	564,834		$	310,036
Interest-bearing demand		465,745			384,834			518,857			458,451
Money Market		486,131			375,648			632,439			488,748
Savings		180,927			209,345			189,465			177,737
Time		458,405			486,329			420,718			477,422
Total Deposits		1,890,093			1,726,026			2,326,313			1,912,394

Short-term borrowings		12,000			43,100			203,937			—
Long-term debt		62,971			48,024			85,282			32,903
Subordinated debt		27,067			27,082			42,009			27,070
Operating lease liability		11,534			—			11,643			12,544
Accrued interest payable		2,823			2,262			2,590			2,208
Other liabilities		7,799			8,278			7,246			6,182
Total Liabilities		2,014,287			1,854,772			2,679,020			1,993,301

Shareholders' Equity:
Common stock, par value $1.00 per share; 20,000,000 shares authorized; 8,478,461 shares issued and outstanding at September 30, 2019; 10,000,000 shares authorized, 8,459,918 shares issued and outstanding at December 31, 2018		8,478			8,460
Common stock, par value $1.00 per share; 20,000,000 shares authorized; Shares issued: 8,488,924 at June 30, 2020 and 8,480,938 at December 31, 2019; and shares outstanding: 8,408,401 at June 30, 2020 and 8,480,938 at December 31, 2019								8,489			8,481
Additional paid-in capital		177,994			177,565			178,497			178,159
Retained earnings		48,009			39,562			58,069			50,891
Accumulated other comprehensive income (loss)		131			(2,378	)
Accumulated other comprehensive (loss) income								(150	)		343
Treasury stock, at cost; 80,523 shares at June 30, 2020								(1,560	)		—
Total Shareholders’ Equity		234,612			223,209			243,345			237,874
Total Liabilities and Shareholders' Equity	$	2,248,899		$	2,077,981		$	2,922,365		$	2,231,175

The accompanying notes are an integral part of these consolidated financial statements.


(Dollars in thousands, except per share data)	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2019			2018		2019			2018		2020		2019		2020		2019
INTEREST INCOME
Interest and fees on loans and leases	$	22,573		$	17,715	$	65,865		$	41,125	$	25,116	$	22,214	$	47,365	$	43,292
Interest on interest-bearing balances		23			26		80			52		18		27		33		57
Interest on federal funds sold		506			78		704			399		23		130		413		198
Interest and dividends on investment securities:
U.S. Treasury and government agencies		701			965		2,433			2,601		460		839		1,131		1,732
State and political subdivision obligations, tax-exempt		495			636		1,698			1,695		248		584		469		1,203
Other securities		215			163		597			411		323		204		476		382
Total Interest Income		24,513			19,583		71,377			46,283		26,188		23,998		49,887		46,864
INTEREST EXPENSE
Interest on deposits		5,830			3,183		15,692			6,960		4,009		5,276		9,389		9,862
Interest on short-term borrowings		69			38		458			50		45		157		45		389
Interest on long-term and subordinated debt		847			451		2,384			1,070		788		795		1,442		1,537
Total Interest Expense		6,746			3,672		18,534			8,080		4,842		6,228		10,876		11,788
Net Interest Income		17,767			15,911		52,843			38,203		21,346		17,770		39,011		35,076
PROVISION FOR LOAN AND LEASE LOSSES		565			100		1,155			225		1,050		465		1,600		590
Net Interest Income After Provision for Loan and Lease Losses		17,202			15,811		51,688			37,978		20,296		17,305		37,411		34,486
NONINTEREST INCOME
Income from fiduciary activities		386			325		1,092			851
Income from fiduciary and wealth management activities												421		347		805		706
Service charges on deposits		230			242		665			667		115		218		320		435
ATM debit card interchange income		434			317		1,148			908		475		380		891		714
Mortgage banking income		1,091			197		2,605			558		1,638		1,077		2,820		1,514
Net gain on sales of SBA loans		275			68		710			477		178		233		262		435
Merchant services income		115			90		304			261		98		104		181		189
Earnings from cash surrender value of life insurance		79			76		236			205		76		79		152		157
Net gain on sales of investment securities		46			30		70			132		111		17		243		24
Other income		347			826		1,096			1,382		510		419		882		749
Total Noninterest Income		3,003			2,171		7,926			5,441		3,622		2,874		6,556		4,923
NONINTEREST EXPENSE
Salaries and employee benefits		8,425			6,680		23,970			16,286		7,986		7,786		16,267		15,545
Occupancy expense, net		1,232			1,063		3,977			2,730		1,333		1,344		2,772		2,745
Equipment expense		671			579		1,956			1,531		722		658		1,435		1,285
Pennsylvania bank shares tax expense		359			131		740			473		55		245		460		381
FDIC Assessment		(131	)		187		542			508		357		314		669		673
Legal and professional fees		311			272		1,204			752		349		471		701		893
Marketing and advertising expense		238			274		643			693		98		226		302		405
Software licensing and utilization		1,150			949		3,282			2,634		1,297		1,111		2,518		2,132
Telephone expense		150			177		465			480		137		161		271		315
(Gain) loss on sale or write-down of foreclosed assets		(36	)		45		(22	)		48
Loss on sale or write-down of foreclosed assets, net												—		18		—		14
Intangible amortization		355			341		1,078			837		326		360		649		723
Merger and acquisition expense		—			3,039		—			4,955
Other expenses		1,959			1,533		5,947			4,332		2,743		2,102		4,940		3,988
Total Noninterest Expense		14,683			15,270		43,782			36,259		15,403		14,796		30,984		29,099
INCOME BEFORE PROVISION FOR INCOME TAXES		5,522			2,712		15,832			7,160		8,515		5,383		12,983		10,310
Provision for income taxes		709			548		2,539			1,213		1,682		980		2,332		1,830
NET INCOME		4,813			2,164		13,293			5,947		6,833		4,403		10,651		8,480
Series D preferred stock dividends		—			38		—			38
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	4,813		$	2,126	$	13,293		$	5,909

PER COMMON SHARE DATA:
Basic and Diluted Earnings Per Common Share	$	0.57		$	0.28	$	1.57		$	0.89	$	0.81	$	0.52	$	1.26	$	1.00
Cash Dividends Paid	$	0.18		$	0.15	$	0.61		$	0.55	$	0.18	$	0.18	$	0.41	$	0.43

The accompanying notes are an integral part of these consolidated financial statements.

(Dollars in thousands)

Accumulated

Additional

Other

Total

Preferred

Common

Paid-in

Retained

Comprehensive

Shareholders'

Stock

Stock

Capital

Earnings

Income (Loss)

Equity

Balance, January 1, 2019

$
—

$
8,460

$
177,565

$
39,562

$
(2,378
)

$
223,209

Impact of adoption of new accounting standard (a)

—

—

—

316

—

316

Balance at January 1, 2019, adjusted

—

8,460

177,565

39,878

(2,378
)

223,525

Net income

—

—

—

4,077

—

4,077

Total other comprehensive income, net of taxes

—

—

—

—

1,807

1,807

Common stock dividends declared

—

—

—

(2,113
)

—

(2,113
)
Employee Stock Purchase Plan (1,152 shares)

—

1

27

—

—

28

Director Stock Purchase Plan (1,361 shares)

—

1

32

—

—

33

Restricted stock activity

—

—

80

—

—

80

Balance, March 31, 2019

$
—

$
8,462

$
177,704

$
41,842

$
(571
)

$
227,437

Net income

—

—

—

4,403

—

4,403

Total other comprehensive income, net of taxes

—

—

—

—

797

797

Common stock dividends declared

—

—

—

(1,524
)

—

(1,524
)
Employee Stock Purchase Plan (1,411 shares)

—

2

34

—

—

36

Director Stock Purchase Plan (1,336 shares)

—

1

32

—

—

33

Restricted stock activity

—

—

80

—

—

80

Balance, June 30, 2019

$
—

$
8,465

$
177,850

$
44,721

$
226

$
231,262

Net income

—

—

—

4,813

—

4,813

Total other comprehensive loss, net of taxes

—

—

—

—

(95
)

(95
)
Common stock dividends declared

—

—

—

(1,525
)

—

(1,525
)
Employee Stock Purchase Plan (1,249 shares)

—

1

30

—

—

31

Director Stock Purchase Plan (1,397 shares)

—

1

34

—

—

35

Restricted stock activity (10,637 shares)

—

11

80

—

—

91

Balance, September 30, 2019

$
—

$
8,478

$
177,994

$
48,009

$
131

$
234,612

(Dollars in thousands)								Accumulated
			Additional					Other						Total
	Common		Paid-in		Retained			Comprehensive			Treasury			Shareholders'
	Stock		Capital		Earnings			Income (Loss)			Stock			Equity
Balance, January 1, 2020	$	8,481	$	178,159	$	50,891		$	343		$	—		$	237,874
Net income		—		—		3,818			—			—			3,818
Total other comprehensive loss, net of taxes		—		—		—			(395	)		—			(395	)
Common stock dividends declared		—		—		(1,950	)		—			—			(1,950	)
Employee Stock Purchase Plan (1,647 shares)		1		32		—			—			—			33
Director Stock Purchase Plan (1,743 shares)		2		33		—			—			—			35
Restricted stock activity		—		96		—			—			—			96
Balance, March 31, 2020	$	8,484	$	178,320	$	52,759		$	(52	)	$	—		$	239,511

Net income		—		—		6,833			—			—			6,833
Total other comprehensive loss, net of taxes		—		—		—			(98	)		—			(98	)
Common stock dividends declared		—		—		(1,523	)		—			—			(1,523	)
Repurchased stock (80,523 shares)		—		—		—			—			(1,560	)		(1,560	)
Employee Stock Purchase Plan (2,365 shares)		3		42		—			—			—			45
Director Stock Purchase Plan (2,231 shares)		2		39		—			—			—			41
Restricted stock activity		—		96		—			—			—			96
Balance, June 30, 2020	$	8,489	$	178,497	$	58,069		$	(150	)	$	(1,560	)	$	243,345

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF ~~CHANGES IN SHAREHOLDERS’ EQUITY, CONTINUED~~CASH FLOWS (UNAUDITED)

(Dollars in thousands)

Accumulated

Additional

Other

Total

Preferred

Common

Paid-in

Retained

Comprehensive

Shareholders'

Stock

Stock

Capital

Earnings

Income (Loss)

Equity

Balance, January 1, 2018

$
—

$
4,242

$
40,970

$
32,565

$
(2,074
)

$
75,703

Impact of adoption of new accounting standard (a)

—

—

—

(44
)

35

(9
)
Balance at January 1, 2018, adjusted

—

4,242

40,970

32,521

(2,039
)

75,694

Net income

—

—

—

1,004

—

1,004

Total other comprehensive loss, net of taxes

—

—

—

—

(1,867
)

(1,867
)
Common stock issued to Scottdale shareholders
(1,878,827 shares) (b)

—

1,879

62,302

—

—

64,181

Employee Stock Purchase Plan (736 shares)

—

1

23

—

—

24

Director Stock Purchase Plan (938 shares)

—

1

29

—

—

30

Restricted stock activity

—

—

58

—

—

58

Balance, March 31, 2018

$
—

$
6,123

$
103,382

$
33,525

$
(3,906
)

$
139,124

Net income

—

—

—

2,779

—

2,779

Total other comprehensive income, net of taxes

—

—

—

—

672

672

Employee Stock Purchase Plan (919 shares)

—

1

31

—

—

32

Director Stock Purchase Plan (881 shares)

—

1

30

—

—

31

Common stock dividends declared

—

—

—

(918
)

—

(918
)
Restricted stock activity

—

—

55

—

—

55

Balance, June 30, 2018

$
—

$
6,125

$
103,498

$
35,386

$
(3,234
)

$
141,775

Net income

—

—

—

2,164

—

2,164

Total other comprehensive loss, net of taxes

—

—

—

—

(457
)

(457
)
Series D preferred stock issued in connection with the First Priority acquisition

3,404

—

—

—

—

3,404

Series D preferred stock dividends

—

—

—

(38
)

—

(38
)
Common stock issued to First Priority shareholders
(2,320,800 shares) (c)

—

2,321

73,801

—

—

76,122

Employee Stock Purchase Plan (985 shares)

—

1

28

—

—

29

Director Stock Purchase Plan (1,074 shares)

—

1

30

—

—

31

Common stock dividends declared

—

—

—

(1,268
)

—

(1,268
)
Restricted stock activity (9,467 shares)

—

9

64

—

—

73

Balance, September 30, 2018

$
3,404

$
8,457

$
177,421

$
36,244

$
(3,691
)

$
221,835

(Dollars in thousands)	Six Months Ended June 30,
		2020			2019
Operating Activities:
Net Income	$	10,651		$	8,480
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Provision for loan and lease losses		1,600			590
Depreciation		1,576			1,398
Amortization of intangibles		649			723
Net amortization of security discounts/premiums		362			196
Amortization of operating lease right of use assets		855			826
Amortization of finance lease right of use asset		90			60
Gain on sales of investment securities		(243	)		(24	)
Earnings on cash surrender value of life insurance		(152	)		(174	)
Mortgage loans originated for sale		(114,714	)		(65,989	)
Proceeds from sales of mortgage loans originated for sale		104,144			61,066
Gain on sale of mortgage loans		(2,820	)		(1,514	)
SBA loans originated for sale		(2,446	)		(7,109	)
Proceeds from sales of SBA loans originated for sale		2,708			7,544
Gain on sale of SBA loans		(262	)		(435	)
Loss on write-down or disposal of property, plant, and equipment		10			163
Loss on sale or write-down of foreclosed assets		—			14
Stock compensation expense		192			160
Deferred income tax expense (benefit)		611			(388	)
Increase in accrued interest receivable		(4,779	)		(639	)
Decrease (increase) in other assets		353			(4,296	)
Increase in accrued interest payable		382			434
Net change in operating lease liability		(901	)		(883	)
Increase (decrease) in other liabilities		1,065			(81	)
Net Cash (Used In) Provided By Operating Activities		(1,069	)		122

Investing Activities:
Proceeds from the sale of available-for-sale securities		68,811			40,455
Proceeds from the maturity or call of available-for-sale securities		8,513			3,436
Purchases of available-for-sale securities		(63,503	)		(11,556	)
Proceeds from the maturity or call of held-to-maturity securities		82,001			10,968
Purchases of held-to-maturity securities		(80,880	)		(2,997	)
(Purchases) redemptions of restricted investment in bank stock		(2,177	)		166
Net increase in loans and leases		(684,579	)		(64,616	)
Proceeds from bank owned life insurance		—			140
Purchases of bank premises and equipment		(2,687	)		(1,115	)
Proceeds from the sale of foreclosed assets		—			907
Net Cash Used In Investing Activities		(674,501	)		(24,212	)

Financing Activities:
Net increase in deposits		413,919			52,375
Net increase (decrease) in short-term borrowings		203,937			(30,100	)
Common stock dividends paid		(3,473	)		(3,637	)
Proceeds from Employee Stock Purchase Plan stock issuance		78			63
Proceeds from Director Stock Purchase Plan stock issuance		76			67
Treasury stock purchased		(1,560	)		—
Net change in finance lease liability		(41	)		(6	)
Proceeds from the issuance of subordinated debt		15,000			—
Issuance of long-term debt		70,000			13,500
Long-term debt repayment		(17,641	)		(92	)
Net Cash Provided By Financing Activities		680,295			32,170

Net increase in cash and cash equivalents		4,725			8,080
Cash and cash equivalents, beginning of period		139,030			40,065
Cash and cash equivalents, end of period	$	143,755		$	48,145

~~The accompanying notes are an integral part of these consolidated financial statements.~~

(Dollars in thousands)

Nine Months Ended September 30,

2019

2018

Operating Activities:

Net Income

$
13,293

$
5,947

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan and lease losses

1,155

225

Depreciation

2,101

1,671

Amortization of intangibles

1,078

837

Net amortization of security discounts/premiums

547

308

Amortization of operating lease right of use assets

1,244

—

Amortization of finance lease right of use asset

105

—

Gain on sales of investment securities

(70
)

(132
)
Earnings on cash surrender value of life insurance

(253
)

(205
)
Mortgage loans originated for sale

(116,313
)

(35,437
)
Proceeds from sales of mortgage loans originated for sale

113,505

33,854

Gain on sale of mortgage loans

(2,605
)

(558
)
SBA loans originated for sale

(11,187
)

(6,061
)
Proceeds from sales of SBA loans originated for sale

11,897

6,539

Gain on sale of SBA loans

(710
)

(477
)
Loss on write-down or disposal of property, plant, and equipment

163

70

(Gain) loss on sale or write-down of foreclosed assets

(22
)

48

Stock compensation expense

251

187

Deferred income tax (benefit) expense

(682
)

3,526

(Increase) decrease in accrued interest receivable

(170
)

355

Increase in other assets

(6,407
)

(4,400
)
Increase in accrued interest payable

561

528

Net change in operating lease liability

(1,332
)

—

Increase (decrease) in other liabilities

1,044

(535
)
Net Cash Provided By Operating Activities

7,193

6,290

Investing Activities:

Proceeds from the sale of available-for-sale securities

69,377

155,626

Proceeds from the maturity or call of available-for-sale securities

8,860

15,483

Purchases of available-for-sale securities

(14,911
)

(21,142
)
Proceeds from the maturity or call of held-to-maturity securities

18,892

8,961

Purchases of held-to-maturity securities

(21,328
)

(72,877
)
Net cash received from acquisitions

—

72,616

Redemptions of restricted investment in bank stock

541

3,345

Net increase in loans and leases

(87,000
)

(75,111
)
Proceeds from bank owned life insurance

140

—

Purchases of bank premises and equipment

(1,592
)

(8,397
)
Proceeds from the sale of foreclosed assets

1,306

194

Net Cash (Used In) Provided By Investing Activities

(25,715
)

78,698

Financing Activities:

Net increase in deposits

164,067

23,970

Net decrease in short-term borrowings

(31,100
)

(67,165
)
Common stock dividends paid

(5,162
)

(3,246
)
Employee Stock Purchase Plan

95

84

Director Stock Purchase Plan

101

92

Net change in finance lease liability

(26
)

—

Proceeds from the issuance of long-term debt

13,500

—

Long-term debt repayment

(2,139
)

(152
)
Net Cash Provided By (Used In) Financing Activities

139,336

(46,417
)

Net increase in cash and cash equivalents

120,814

38,571

Cash and cash equivalents, beginning of period

40,065

23,514

Cash and cash equivalents, end of period

$
160,879

$
62,085

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying consolidated financial statements include the accounts of Mid Penn Bancorp, Inc. (“Mid Penn” or the ~~“Company”~~“Corporation”) and its wholly-owned subsidiary, Mid Penn Bank (the “Bank”). During the first six months of 2020, Mid Penn established a non-bank subsidiary, MPB Financial Services, LLC under which two additional non-bank subsidiaries have been established: (i) MPB Wealth Management, LLC, created to expand the wealth management function of the Corporation, and (ii) MPB Risk Services, LLC, created to fulfill the insurance needs of both existing and potential customers of the Corporation. As of June 30, 2020, the accounts and activities of these three new non-bank subsidiaries were not material to warrant separate disclosure or segment reporting. All material intercompany accounts and transactions have been eliminated in consolidation.

Certain information and disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Mid Penn believes the information presented is not misleading and the disclosures are adequate. For comparative purposes, the ~~September~~period ending June 30, ~~2018~~2019 and December 31, ~~2018~~2019 balances have been reclassified, when necessary, to conform to the ~~2019~~2020 presentation. Such reclassifications had no impact on net income. The results of operations for interim periods are not necessarily indicative of operating results expected for the full year. Except for adjustments made related to the adoption of new accounting standards, in the opinion of management, all adjustments necessary for fair presentation of the periods presented have been reflected in the accompanying consolidated financial statements. All such adjustments are of a normal, recurring nature. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the ~~Company’s~~Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~

The comparability of the financial condition and results of operations as of and for the three and nine months ended September 30, 2019 and 2018, in general, have been materially impacted by the acquisitions of First Priority Financial Corp. (“First Priority”) on July 31, 2018 and the acquisition of The Scottdale Bank & Trust Company (“Scottdale”) on January 8, 2018. Refer to Note 3, ~~Acquisition of First Priority Financial Corp,~~ ~~and Note 4,~~ ~~Acquisition of The Scottdale Bank & Trust Company,~~ ~~for additional information.~~2019.

Mid Penn has evaluated events and transactions occurring subsequent to the balance sheet date of ~~September~~June 30, ~~2019,~~2020, for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the issuance date of these consolidated financial statements.

The accounting and reporting policies of Mid Penn conform with accounting principles ~~generally accepted in the United States of America (“GAAP”)~~as required under GAAP and to general ~~practice~~practices within the financial industry. The following is a description of the more significant accounting policies.

Securities to be held for indefinite periods, but not intended to be held to maturity, are classified as available for sale and carried at fair value. Securities held for indefinite periods include securities that management intends to use as part of its asset and liability management strategy and that may be sold in response to liquidity needs, changes in interest rates, resultant prepayment risk, pledging requirements, and other factors related to effective portfolio management. Securities to be held to maturity are carried at amortized cost.

For available-for-sale debt securities, realized gains and losses on dispositions are based on the difference between net proceeds and the amortized cost of the securities sold, using the specific identification method. Unrealized gains and losses on debt securities are based on the difference between the amortized cost and fair value of each security as of the respective reporting date. Unrealized gains and losses are credited or charged to other comprehensive income, whereas realized gains and losses flow through Mid Penn’s consolidated statement of income for the respective period.

ASC Topic 320, Investments – Debt and Equity Securities, clarifies the interaction of the factors that should be considered when determining whether a debt security is other-than-temporarily impaired. For debt securities, management must assess, in addition to the credit condition of the underlying issuer, whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are done before assessing whether the ~~Company~~Corporation will recover the cost basis of the investment.

In instances when a determination is made that other-than-temporary impairment exists but the ~~Company~~Corporation does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated recovery, this guidance changes the presentation and amount of the other-than-temporary impairment recognized in the income statement. The other-than-temporary impairment is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.

~~As a result of the adoption of ASU 2016-01,~~ In accordance with Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ~~on January 1, 2018,~~, Mid Penn reports its equity securities with readily determinable fair values at fair value within other assets on the balance sheet, with realized and unrealized gains and losses reported in other expense on the income statement. Prior to January 1, 2018, equity securities were stated at fair value with unrealized gains and losses reported as a separate component of accumulated other comprehensive income or loss, net of tax. The adoption of ASU 2016-01 on January 1, 2018 resulted in net unrealized losses of $44,000 being reclassified out of accumulated other comprehensive loss and into retained earnings as reflected on the Consolidated Statement of Changes in Shareholders’ Equity for the period ended September 30, 2018.

~~As of September 30, 2019 and December 31, 2018,~~ Mid Penn’s equity securities consisted of Community Reinvestment Act (“CRA”) funds totaling ~~$509,000~~$518,000 and ~~$492,000,~~$507,000 as of June 30, 2020 and December 31, 2019, respectively. NoNaN equity securities were sold during the three ~~and nine month periods~~or six months ended ~~September~~June 30, ~~2019~~2020 or ~~September~~June 30, ~~2018.~~2019.

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for loan losses and any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield (interest income) of the related loans, generally being amortized over the contractual life of the loan. Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective yield method.

The loan portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following classes: commercial and industrial, commercial real estate, commercial real estate-construction and lease financing. Consumer loans consist of the following classes: residential mortgage loans, home equity loans and other consumer loans.

For all classes of loans, the accrual of interest generally is discontinued when the contractual payment of principal or interest has become 90 days or more past due, or management has serious doubts about further collectability of principal or interest even though the loan is currently performing. A loan past due 90 days or more may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest is credited to income. Interest received on nonaccrual loans, including impaired loans, is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Nonaccrual loans may be restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally, at least nine consecutive months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments.

Mid Penn originates commercial and industrial loans. Most of the Bank’s commercial and industrial loans have been extended to finance local and regional businesses and include short-term loans to finance machinery and equipment purchases, inventory, and accounts receivable. Commercial loans also involve the extension of revolving credit for a combination of equipment acquisitions and working capital in expanding companies.

The maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Generally, the maximum term on non-mortgage lines of credit is one year. The loan-to-value ratio on such loans and lines of credit generally may not exceed 80 percent of the value of the collateral securing the loan. The Bank’s commercial business lending policy includes credit file documentation and analysis of the borrower’s character, capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as an evaluation of conditions affecting the borrower. Analysis of the borrower’s past, present, and future cash flows is also an important aspect of the Bank’s current credit analysis. Nonetheless, such loans are believed to carry higher credit risk than other extensions of credit.

Commercial and industrial loans typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself, which, in turn, is likely to be dependent upon the general economic environment. Mid Penn’s commercial and industrial loans are usually, but not always, secured by business assets and personal guarantees. However, the collateral securing the loans may depreciate over time, may be difficult to appraise, and may fluctuate in value based on the success of the business.

Commercial real estate and commercial real estate construction loans generally present a higher level of risk than loans secured by one-to-four family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effect of general economic conditions on income producing properties, and the increased difficulty of evaluating and monitoring these types of loans. In addition, the repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced, the borrower’s ability to repay the loan may be impaired.

Mid Penn offers a wide array of residential mortgage loans for both permanent structures and those under construction. The Bank’s residential mortgage originations are secured primarily by properties located in its primary market and surrounding areas. Residential mortgage loans have terms up to a maximum of 30 years and with loan-to-value ratios up to 100 percent of the lesser of the appraised value of the security property or the contract price. Private mortgage insurance is generally required in an amount sufficient to reduce the Bank’s exposure to at or below the 85 percent loan to value level. Residential mortgage loans generally do not include prepayment penalties.

In underwriting residential mortgage loans, the Bank evaluates both the borrower’s ability to make monthly payments and the value of the property securing the loan. Most properties securing real estate loans made by Mid Penn are appraised by independent fee appraisers. The Bank generally requires borrowers to obtain title insurance and fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. Real estate loans originated by the Bank generally contain a “due on sale” clause allowing the Bank to declare the unpaid principal balance due and payable upon the sale of the security property.

The Bank underwrites residential mortgage loans to the standards established by the secondary mortgage market, i.e., Fannie Mae, Ginnie Mae, Freddie Mac, Federal Home Loan Bank, or Pennsylvania Housing Finance Agency standards, with the intention of selling the

majority of residential mortgages originated into the secondary market. In the event that the facts and circumstances surrounding a residential mortgage application do not meet the required underwriting conditions of the secondary mortgage market, the Bank will evaluate the failed conditions and evaluate the potential risk of holding the residential mortgage in the Bank’s portfolio rather than rejecting the loan request. In the event that the loan is funded and held in the Bank’s portfolio, the interest rate on the residential mortgage would be increased to compensate for the added portfolio risk.

Mid Penn offers a variety of secured consumer loans, including home equity, automobile, and deposit secured loans. In addition, the Bank offers other secured and unsecured consumer loans. Most consumer loans are originated in Mid Penn’s primary market and surrounding areas.

The largest component of Mid Penn’s consumer loan portfolio consists of fixed rate home equity loans and variable rate home equity lines of credit. Substantially all home equity loans and lines of credit are secured by junior lien mortgages on principal residences. The Bank will lend amounts, which, together with all prior liens, typically may be up to 85 percent of the appraised value of the property securing the loan. Home equity term loans may have maximum terms up to 20 years, while home equity lines of credit generally have maximum terms of five years.

Consumer loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The underwriting standards employed by the Bank for consumer loans include an application, a determination of the applicant’s payment history on other debts, and an assessment of ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, in relation to the proposed loan amount.

Consumer loans may entail greater credit risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

Junior liens inherently have more credit risk by virtue of the fact that another financial institution may have a higher security position in the case of foreclosure liquidation of collateral to extinguish the debt. Generally, foreclosure actions could become more prevalent if the real estate market weakens and property values deteriorate.

On March 27, 2020, in response to the novel coronavirus (“COVID-19”) pandemic, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law by President Donald Trump. This legislation created the federal Paycheck Protection Program (“PPP”) which permitted eligible business entities to apply for loans through a participating financial institution to cover payroll, rent, and other business expenses during the COVID-19 pandemic. The PPP loans, which are 100 percent guaranteed by the Small Business Administration (“SBA”), have up to a five-year term to maturity and carry a low interest rate of 1 percent throughout the loan term. The vast majority of Mid Penn’s PPP loans have a two-year term to maturity. The SBA may forgive the PPP loans if at least 60 percent of the proceeds are used for payroll costs. Also, the borrowers will not have to make any payments for six months following the date of disbursement of the loan, though interest will continue to accrue during the deferment period. The SBA also provided a processing fee to financial institutions who participated in the PPP, with the amount of such fee pre-determined by the SBA dependent upon the size of each credit. As of June 30, 2020, Mid Penn had received $20,329,000 of nonrefundable loan processing fees related to the loans disbursed as a result of Mid Penn’s participation in the PPP initiative. These fees are offset against loan origination costs, and are deferred in accordance with FASB ASC 310-20, Receivables—Nonrefundable Fees and Other Costs and will be amortized to interest and fees on loans and leases on the Consolidated Statements of Income over the life of the loan. During the three and six months ended June 30, 2020, Mid Penn recognized $2,371,000 of PPP processing fees within interest and fees on loans and leases on the Consolidated Statements of Income.

As of June 30, 2020, Mid Penn had $588,667,000 of PPP loans outstanding, net of deferred PPP processing fees of $17,958,000 with all of these loans being recorded in the commercial and industrial loan portfolio classification.

The allowance for credit losses (“allowance”) and the related provision reflect Mid Penn’s continued application of the incurred loss method for estimating credit losses as Mid Penn is not required to adopted the current expected credit loss (“CECL”) accounting standard until January 1, 2023. The allowance consists of (i) the allowance for loan and lease losses, and (ii) the reserve for unfunded lending commitments. The allowance for loan and lease losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and is recorded in other liabilities on the consolidated balance sheet. The reserve for unfunded lending commitments was ~~$134,000~~$77,000 at ~~September~~June 30, ~~2019~~2020 and ~~$159,000~~$80,000 at December 31, ~~2018.~~2019.

The allowance is increased by the provision for loan and lease losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Non-residential consumer loans are generally charged off no later than 120 days past due on a contractual basis, or earlier in the event of either bankruptcy or if there is an amount deemed uncollectible. Because all identified losses are immediately charged off, no portion of the allowance is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.

The allowance is maintained at a level considered by management to be adequate to provide for losses that can be reasonably anticipated. Management performs a monthly evaluation of the adequacy of the allowance. The allowance is based on Mid Penn’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value, or observable market price of the impaired loan is lower than the carrying value of that loan.

The general component covers pools of loans by loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate, home equity and other consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These qualitative risk factors include changes in economic conditions, fluctuations in loan quality measures, changes in collateral values, changes in the experience of the lending staff and loan review systems, changes in lending policies and procedures (including underwriting standards), changes in the mix and volume of loans originated, the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing loan portfolio, shifting industry or portfolio concentrations, and other relevant factors.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in relevant analyses and a narrative accompanying the allowance for loan loss calculation.

The unallocated component of the allowance for loan and lease losses covers several considerations that are not specifically ~~measureable~~measurable through either the specific and general components. For example, at times Mid Penn could face increasing credit risks and uncertainties, not yet reflected in recent historical losses or qualitative factor assessments, associated with unpredictable changes in economic growth or business conditions in our markets or for certain industries in which we have commercial loan borrowers, or unanticipated stresses to the values of real estate held as collateral. Any or all of these additional issues can adversely affect our borrowers’ ability to timely repay their loans. Additionally, we have experienced continued strong commercial loan growth, including growth in newer markets where we have less of a loss history. Also, the unallocated component allocation recognizes the inherent imprecision in our allowance for loan and lease loss methodology, or any alternative methodology, for estimating specific and general loan losses, including the unpredictable timing and amounts of charge-offs, the fact that historical loss averages don’t necessarily correlate to future loss trends, and unexpected changes to specific-credit or general portfolio future cash flows and collateral values which could negatively impact unimpaired portfolio loss factors.

Mid Penn generally considers a commercial loan (consisting of commercial and industrial, commercial real estate, commercial real estate-construction, and lease financing loan classes) to be impaired when it becomes 90 days or more past due and not in the process of collection, or sooner when it is probable that Mid Penn will be unable to collect all contractual principal and interest due. This methodology assumes the borrower cannot or will not continue to make additional payments. At that time, the loan would generally be considered collateral dependent as the discounted cash flow method would generally indicate no operating income available for evaluating the collateral position; therefore, most impaired loans are deemed to be collateral dependent.

In addition, Mid Penn’s rating system assumes any loans classified as nonaccrual, included in the substandard rating, to be impaired, and most of these loans are considered collateral dependent; therefore, most of Mid Penn’s impaired loans, whether reporting a specific allocation or not, are considered collateral dependent.

Mid Penn evaluates loans for charge-off on a monthly basis. Policies that govern the recommendation for charge-off are unique to the type of loan being considered. Commercial loans classified as substandard nonaccrual, doubtful, having probable loss will first have a collateral evaluation completed in accordance with the guidance on impaired loans. Once the collateral evaluation has been completed, a specific allocation of allowance is made based upon the results of the evaluation. The remaining balance remains a nonperforming loan with the original terms and interest rate intact (not restructured). In the event the loan is unsecured, the loan would have been charged-off at the recognition of impairment. Commercial real estate loans determined to be impaired will also have an initial collateral evaluation completed in accordance with the guidance on impaired loans. An updated real estate valuation is ordered and the collateral evaluation is modified to reflect any variations in value. A specific allocation of allowance is made for any anticipated collateral shortfall. The remaining balance remains a nonperforming loan with the original terms and interest rate intact (not restructured). The process of charging off a residential mortgage loan begins when a loan becomes delinquent for 90 days and is not in the process of collection. The existing appraisal is reviewed and a lien search is obtained to determine lien position and any instances of intervening liens. A new appraisal of the property will be ordered if deemed necessary by management and a collateral evaluation is completed. The loan will then be charged down to the

value indicated in the evaluation. Non-residential consumer loans are generally charged off no later than 120 days past due on a contractual basis, or earlier in the event of either bankruptcy or if there is an amount deemed uncollectible. The collateral shortfall of the consumer loan is recommended for charge-off at this point.

As noted above, Mid Penn assesses a specific allocation for commercial loans and commercial real estate loans. The remaining balance remains a nonperforming loan with the original terms and interest rate intact (not restructured). In addition, Mid Penn takes a preemptive step when any commercial loan becomes classified under its internal classification system. A preliminary collateral evaluation, in accordance with the guidance on impaired loans, is prepared using the existing collateral information in the loan file. This process allows Mid Penn to review both the credit and documentation files to determine the status of the information needed to make a collateral evaluation. This collateral evaluation is preliminary, but allows Mid Penn to determine if any potential collateral shortfalls exist.

It is Mid Penn’s policy to obtain updated ~~third party~~third-party collateral valuations on all impaired loans secured by real estate as soon as practically possible following the credit being classified as substandard nonaccrual. Prior to receipt of the updated real estate valuation, Mid Penn will use any existing real estate valuation to determine any potential allowance issues; however, no allowance recommendation will be made until such time Mid Penn is in receipt of the updated valuation. The Asset Recovery department employs an electronic tracking system to monitor the receipt of and need for updated appraisals. To date, there have been no material time lapses noted with the above processes.

In some instances, Mid Penn is not holding real estate as collateral and is relying on business assets (personal property) for repayment. In these circumstances, a collateral inspection is performed by Mid Penn personnel to determine an estimated value. The value is based on net book value, as provided by the financial statements, and discounted accordingly based on determinations made by management. Occasionally, Mid Penn will employ an outside service to provide a fair estimate of value based on auction sales or private sales. Management reviews the estimates of these third parties and discounts them accordingly based on management’s judgment, if deemed necessary.

For impaired loans with no valuation allowance required, the independent third party market valuations on the subject property obtained by Mid Penn as soon as practically possible following the credit being placed on nonaccrual status sometimes indicates that the loan-to-value ratio is sufficient to obviate the need for a specific allocation in spite of significant deterioration in real estate values in Mid Penn’s primary market area. These circumstances are determined on a case by case analysis of the impaired loans.

Mid Penn actively monitors the values of collateral on impaired loans. This monitoring may require the modification of collateral values over time or changing circumstances by some factor, either positive or negative, from the original values. All collateral values will be assessed by management at least every 12 months for possible revaluation by an independent third party.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, Mid Penn does not separately identify individual residential mortgage loans, home equity loans and other consumer loans for impairment disclosures, unless such loans are the subject of a troubled debt restructuring agreement.

Loans whose terms are modified are classified as troubled debt restructurings if the borrowers have been granted concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary reduction in interest rate or an extension of a loan’s stated maturity date. Nonaccrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for nine consecutive months after modification. Loans classified as troubled debt restructurings are designated as impaired.

The allowance calculation methodology includes segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful, and loss. Loans criticized as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Any loans not classified as noted above are rated pass.

In addition, federal and state regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance and may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.

As of June 30, 2020, Mid Penn had $588,667,000 of PPP loans outstanding, net of deferred fees, which are guaranteed by the Small Business Administration and, thus, have 0 loss reserve allocated to that pool.

Loans that Mid Penn acquires in connection with business combinations are recorded at fair value with no carryover of the acquired entity’s related allowance for loan losses. The balance of loans acquired at fair value and included in the balance of loans and leases, net of unearned interest on the Consolidated Balance Sheets totaled $324,159,000 and $414,498,000 as of June 30, 2020 and December 31, 2019, respectively. The fair value of the acquired loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest.

The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable discount. These loans are accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. The nonaccretable discount includes estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows will require Mid Penn to evaluate the need for an additional allowance. Subsequent improvement in expected cash flows will result in the reversal of a corresponding amount of the nonaccretable discount which Mid Penn will then reclassify as accretable discount that will be recognized into interest income over the remaining life of the loan.

Loans acquired through business combinations that meet the specific criteria of ASC 310-30 are individually evaluated each period to analyze expected cash flows. To the extent that the expected cash flows of a loan have decreased due to credit deterioration, Mid Penn establishes an allowance.

Loans acquired through business combinations that do not meet the specific criteria of ASC 310-30 are accounted for under ASC 310-20. These loans are initially recorded at fair value, and include credit and interest rate marks associated with acquisition accounting adjustments. Purchase premiums or discounts are subsequently amortized as an adjustment to yield over the estimated contractual lives of the loans. There is no allowance for loan losses established at the acquisition date for acquired performing loans. An allowance for loan losses is recorded for any credit deterioration in these loans subsequent to acquisition.

Acquired loans that met the criteria for impaired or nonaccrual of interest prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if Mid Penn expects to fully collect the new carrying value (i.e. fair value) of the loans. As such, Mid Penn may no longer consider the loan to be nonaccrual or nonperforming at the date of acquisition and may accrue interest on these loans, including the impact of any accretable discount. In addition, charge-offs on such loans would be first applied to the nonaccretable difference portion of the fair value adjustment.

Beginning during the second quarter of 2020, Mid Penn entered into loan-level interest rate swaps (“swaps”) to facilitate customer transactions and meet their financing needs. These swaps qualify as derivatives, but are not designated as hedging instruments. A loan-level interest rate swap is a contract in which the series of interest rate flows (fixed and variable) are exchanged over the term of a loan with certain qualifying commercial loan customers, and Mid Penn simultaneously enters into an interest rate swap with a dealer counterparty with identical notional amounts and terms. The net result of these swaps is that the customer pays a fixed interest rate and Mid Penn receives a floating interest rate. The swap positions with customers are equally offset with the dealer counterparties to minimize the potential impact on Mid Penn’s financial statements.

Pursuant to our agreements with the dealer counterparties, we may receive collateral or may be required to post collateral based upon mark-to-market positions. Beyond unsecured threshold levels, collateral in the form of cash or securities may be made available to counterparties of interest rate swap transactions. Based upon our current positions and related future collateral requirements relating to them, we believe any effect on our cash flow or liquidity position to be immaterial.

Derivatives contain an element of credit risk, including the possibility that we will incur a loss because a party to the agreements, which may be a dealer counterparty or a customer, fails to meet its contractual obligations. Derivative contracts may only be executed with dealer counterparties as approved by our Board of Directors. Similarly, derivatives with customers may only be executed with customers within credit exposure limits as approved by our Board of Directors. Loan-level interest rate swaps are considered derivatives but are not accounted for using hedge accounting.

Bank premises and equipment designated as held for sale are carried at the lower of cost or market value. There were 0 premises and equipment classified as held for sale as of June 30, 2020 or December 31, 2019. During 2019, Mid Penn sold the land and facility formerly used as a full-service retail banking property. An impairment charge of $105,000 was recorded during the first six months of 2019 related to this property and is included in other expenses on the Consolidated Statement of Income. Similar impairment charges were 0t recorded during the six months ended June 30, 2020.

Foreclosed assets held for sale consist primarily of real estate acquired through, or in lieu of, foreclosure in settlement of debt, and are recorded at fair value less the selling costs at the date of transfer, establishing a new cost basis. Any valuation adjustments required at the date of transfer are charged to the allowance for loan losses. Subsequent to acquisition, foreclosed assets are carried at fair value less estimated costs of disposal, based upon periodic evaluations that consider changes in market conditions and development and disposal costs. Operating results from assets acquired in satisfaction of debt, including rental income less operating costs and gains or losses on the sale of, or the periodic evaluation of foreclosed assets, are recorded in noninterest expense. As of ~~September~~June 30, ~~2019,~~2020, Mid Penn had ~~$86,000~~$135,000 of residential real estate held in other real estate owned and ~~$104,000~~$90,000 in loans for which formal foreclosure proceedings were in process. As of December 31, ~~2018,~~2019, Mid Penn had ~~$844,000~~$78,000 of residential real estate held in other real estate owned and ~~$211,000~~$84,000 in loans for which formal foreclosure proceedings were in process.

Mid Penn leases certain premises and equipment and, as of January 1, 2019, for all leases in effect upon adoption of Accounting Standards Update 2016-02, “~~Leases”~~Leases (Topic 842), as well as any leases commencing thereafter, Mid Penn has recognized a right-of-use asset and a related lease liability for each distinct lease agreement. The lease right-of-use asset consists of the amount of the initial measurement of the lease liability, adjusted for (i) any lease payments made to the lessor at or before the commencement date, minus any lease incentives received, and (ii) any initial direct costs incurred by the lessee (defined as costs of a lease that would not have been incurred had the lease not been executed). The related lease liability is equal to the present value of the future lease payments, discounted using the rate implicit in the lease (or if that rate cannot be readily determined, the lessee’s incremental borrowing rate). Given that the rate implicit in the lease is rarely available, all lease liability amounts were calculated using Mid Penn’s incremental borrowing rate at lease inception, on a collateralized basis, for a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used. As a result of the adoption of this standard, effective January 1, 2019, Mid Penn recognized (i) an operating lease ROU asset of $11,661,000, (ii) an operating lease liability of $12,866,000, and (iii) an opening adjustment to retained earnings of $316,000 to eliminate the remaining balance of the deferred sale/leaseback gain on 2 retail branch locations which had originally been recorded in 2016.

Operating lease expense, recognized as a component of occupancy expense on the Consolidated Statements of Income, consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis. Operating lease expense also includes variable lease payments not included in the lease liability, and any impairment of the right-of-use asset. Finance lease expense consists of the amortization of the right-of-use asset, recognized as a component of occupancy expense on the Consolidated Statements of Income, and interest expense on the lease liability, which is recorded as a component of other interest expense on the Consolidated Statements of Income.

In assessing whether a contract contains a lease, Mid Penn reviews third-party agreements to determine if the contract conveys the right to control the use of identified property, plant, or equipment (defined as an identified asset by Topic 842) for a period of time in exchange for consideration, and grants Mid Penn the right to both (i) obtain substantially all of the economic benefits from the identified asset’s use, and (ii) direct the use of the identified asset throughout the term of the agreement.

Upon identification that a lease agreement exists, Mid Penn performs an assessment of the consideration to be paid related to the identified asset and quantifies both the (i) lease components, consisting of consideration paid to transfer a good or service to Mid Penn, and (ii) non-lease components, consisting of consideration paid for distinct elements of the contract that are not related to securing the use of the leased asset, such as property taxes, common area maintenance, utilities, and insurance. Mid Penn has made an accounting policy election to segregate lease and non-lease components in the determination of lease consideration used in the calculation of the right-of-use asset and liability for leases of property.

Many of Mid Penn’s lease agreements include options to extend or renew contracts subsequent to the expiration of the initial lease term. These renewal and extension options were not included in the calculation of the right-of-use assets and lease liabilities as Mid Penn is not reasonably certain that these renewals and extensions will be utilized. Additionally, for leases that contain escalation clauses related to consumer or other price indices, Mid Penn includes the known lease payment amount as of the commencement date in the calculation of right-of-use assets and related lease liabilities. Subsequent increases in rental payments over the known amount at the commencement date due to increase in the indices will be expensed as incurred.

None of Mid Penn’s lease agreements include residual value guarantees or material variable lease payments. Mid Penn does not have material restrictions or covenants imposed by leases that would impact Mid Penn’s ability to pay dividends or cause Mid Penn to incur additional financial obligations.

Mid Penn is a limited partner in a partnership that provides low-income housing in Enola, Pennsylvania. The carrying value of Mid Penn’s investment in the limited partnership was ~~$201,000~~$168,000 at ~~September~~June 30, ~~2019,~~2020, and ~~$233,000~~$190,000 at December 31, ~~2018,~~2019, net of amortization, using the straight-line method. The investment in this limited partnership is reported in other assets on the Consolidated Balance Sheets, and Mid Penn’s maximum exposure to loss is limited to the carrying value of the investment.

~~During the second quarter of 2018,~~ Mid Penn ~~entered into~~also has a ~~commitment to purchase an additional~~ limited partnership interest in a low-income housing project to construct ~~thirty-seven~~NaN apartments and common amenities in Dauphin County, Pennsylvania. The total investment in this limited partnership, net of amortization, was $7,061,000 and $7,249,000 on June 30, 2020 and December 31, 2019, respectively, and was included in the reported balance of other assets on the Consolidated Balance Sheet. All of the units are intended to qualify for Federal Low-Income Housing Tax Credits (“LIHTCs”) as provided for in Section 42 of the Internal Revenue Code of 1986, as amended. Mid Penn’s limited partner capital contribution commitment is ~~$7,579,000, which will be~~$7,579,000. Investments made to date, and future payments under this commitment are paid in installments over the course of construction of the low-income housing facilities. Each installment payment is conditional upon both Mid Penn’s review and approval of the installment payment certificate and continued compliance with the terms of the original partnership agreement. The investment in the limited partnership ~~will be~~is reported in other assets on the Consolidated Balance Sheet and ~~will be~~is being amortized over a ~~ten year~~ten-year period ~~once~~as the facilities ~~become~~became operational and ~~begin~~began to be ~~occupied.~~occupied beginning in December 2019. The project has been conditionally awarded $861,000 in annual LIHTCs by the Pennsylvania Housing Finance Agency, with a total anticipated LIHTC amount of $8,613,000 to be awarded to Mid Penn over the ~~ten year~~ten-year amortization period. Mid Penn’s commitment to initiate investments in the limited partnership interest was conditional upon (i) the review and approval of all closing documents, (ii) an opinion letter for tax counsel to the Partnership that the project qualifies for the LIHTCs, and (iii) review and approval by Mid Penn of other documents it deemed necessary. All such initial conditions were satisfied and Mid Penn began funding the investment during ~~2018. The total~~2018 and the investment is expected to be fully funded in ~~this limited partnership was $5,810,000~~2020. Mid Penn recognizes the related amortization and ~~$1,710,000 on September 30, 2019 and December 31, 2018, respectively, and was included in~~tax credits using the ~~reported balance of other assets on the Consolidated Balance Sheet.~~cost amortization method over a ten-year period.

Core deposit intangible is a measure of the value of consumer demand and savings deposits acquired in business combinations accounted for as purchases. The carrying amount of core deposit intangible was ~~$5,860,000~~$4,907,000 and ~~$6,893,000~~$5,526,000 at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Core deposit amortization expense is reflected in the Consolidated Statements of Income in intangible amortization and was ~~$1,033,000~~$619,000 and ~~$816,000~~$695,000 for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, ~~and 2018,~~ respectively. ~~The amount of core~~Core deposit amortization expense was ~~$338,000~~$309,000 and ~~$328,000~~$347,000 for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The core deposit intangible for each respective acquisition (Phoenix in March 2015; Scottdale in January 2018; and First Priority in July 2018) is being amortized over a ten-year period starting at the respective acquisition date and using a sum-of-the-year’s digits basis. Core deposit intangible assets are subject to impairment testing whenever events or changes in circumstances indicate the need for such evaluation. During the first quarter of 2020 and continuing through the period subsequent to June 30, 2020, the novel coronavirus (“COVID-19”) global pandemic impacted the United States including the State of Pennsylvania and Mid Penn’s market area and communities and customers. Accordingly, Mid Penn management evaluated whether this COVID-19 event resulted in any impairment to Mid Penn’s business and the value of its acquired consumer demand and savings deposit base. Management’s determination was that there was 0 impairment to its core deposit intangible to date as a result of the pandemic or related factors. Supporting this assertion, as reflected in the Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, Mid Penn has recognized substantial total deposit growth of $413,919,000 or over 21 percent during the first six months of 2020, with none of this growth attributable to brokered deposits. Subsequent to June 30, 2020, and through the date of this filing, these increased deposit levels were sustained and continued to reflect no evidence of impairment.

Goodwill is the excess of the purchase price over the fair value of assets acquired in connection with past business acquisitions. The goodwill balance was ~~the same~~$62,840,000 at both ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, and was comprised of (i) $39,744,000 related to the July 31, 2018 First Priority acquisition, (ii) $19,178,000 related to the January 8, 2018 Scottdale acquisition and (iii) $3,918,000 recorded as a result of the Phoenix acquisition in 2015. Goodwill is evaluated annually for impairment; however, if certain events occur which indicate goodwill might be impaired between annual tests, goodwill would be tested for impairment when such events occur. In making a potential impairment assessment of goodwill, Mid Penn considers a number of factors including operating results, business plans, economic projections, anticipated future cash flows, current market data, stock price, etc. There are inherent uncertainties related to these factors and Mid Penn’s judgment in applying them to the analysis of goodwill impairment. Mid Penn did ~~not~~0t identify any impairment on its outstanding goodwill from its ~~most recent~~ evaluation which was performed as of October 31, ~~2018~~2019 using a qualitative analysis. Changes in economic and operating conditions could result in goodwill impairment in future periods. During the first half of 2020, and in support of its March 31, 2020 financial reports, Mid Penn management performed a “Step One” goodwill analysis to determine whether the current or expected impact from the COVID-19 global pandemic resulted in any impairment to Mid Penn’s business and the recorded value of its goodwill intangible asset. Based upon this goodwill analysis, Mid Penn management determined that there was 0 impairment to its goodwill. A subsequent “Step One” goodwill analysis was not performed as of June 30, 2020; however, in response to the continued presence of the COVID-19 pandemic event and its impacts on the capital markets and the economy, management reviewed the criteria supporting the “Step One” assessment performed for the first quarter of 2020, including economic projections, anticipated cash flows, and current market data. Mid Penn management determined there were no adverse changes to key considerations from this previous assessment, or additional events that occurred since this previous assessment, and affirmed its determination that there is no impairment to its goodwill as of June 30, 2020. As the COVID-19 event continues and its implications to the country, the economy, and specifically Mid Penn evolve, management will perform additional goodwill evaluations as necessary.

Mid Penn recognizes revenues when earned based upon (i) contractual terms as transactions occur, or (ii) as related services are provided and collectability is reasonably assured. The largest source of revenue for Mid Penn is interest income, which is primarily recognized on an accrual basis according to a written contract, such as loan and lease agreements or investment securities contracts. Mid Penn earns noninterest income through a variety of financial and transactional services such as trust and wealth management services, deposit account transaction fees, ATM debit card fees, and mortgage banking fees. Revenue is recorded for noninterest income based on the contractual terms for the service or transaction performed. In certain circumstances, noninterest income is reported net of associated expenses.

On January 1, 2018, Mid Penn adopted FASB ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU establishes principles for reporting information about the nature, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods and services to customers. Topic 606 applies primarily to transactional-based non-interest income revenue streams and excludes mortgage banking income, earnings from cash surrender value of life insurance, and gains on SBA loans.

Mid Penn’s non-interest income revenue streams of income from fiduciary activities, service charges on deposits, ATM debit card interchange income, merchant service fees and certain components of other income are within the scope of Topic 606 and are discussed in greater detail below.

Income from fiduciary and wealth management activities consist of trust, wealth management, and investment management fee income, brokerage transaction fee income, and estate fee income. Trust, wealth management, and investment management fee income consists of advisory fees that are typically based on market values of clients’ managed portfolios and transaction fees for fiduciary services performed, both of which are recognized as earned. Brokerage transaction fee income includes advisory fees, which are recognized as earned on a monthly basis and transaction fees that are recognized when transactions occur. Payment is typically received in the following month. Estate fee income is recognized as services are performed over the service period, generally eighteen months.

Service charges on deposits consist of cash management, overdraft, non-sufficient fund fees and other service charges on deposit accounts. Revenue is primarily transactional and recognized when earned, which is at the time the respective initiating transaction occurs and the related service charge is subsequently processed. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to the customers’ accounts.

ATM debit card interchange income consists of interchange fees earned when Mid Penn’s debit cards are processed through card payments networks. The interchange fee is calculated as a percentage of the total electronic funds transfer (EFT) transaction plus a per-transaction fee, which varies based on the type of card used, the method used to process the EFT transaction, and the type of business at which the transaction was processed. Revenue is recognized daily as transactions occur and interchange fees are subsequently processed. Payment for most interchange activity is received daily, while some fees are aggregated and payment is received in the following month.

Merchant services income is processed through third party providers with whom Mid Penn has partnered to provide merchant services to its business customers. Fees are charged to merchants to process their debit card transactions, cash advance services, and other related products. Mid Penn receives a percentage of the revenue generated from each joint customer relationship after the respective ~~third party~~third-party provider has collected the fee income from the merchant. Payment is primarily received in the following month.

Certain aspects of other income, such as credit card royalties, check orders, and letter of credit fees, are within the scope of Topic 606. These fees are primarily transactional, and revenue is recognized when transactions occur and the related services are subsequently processed. Payment is primarily received immediately or in the following month.

Mid Penn does not exercise significant judgements in the recognition of income, as typically income is not recognized until the performance obligation has been satisfied. Mid Penn has not recognized any assets from the costs to obtain or fulfill a contract with customers for revenue streams that fall within the guidance of Topic 606.

Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes changes in unrealized gains and losses on securities available for sale arising during the period and reclassification adjustments for realized gains and losses on securities available for sale included in net income. Mid Penn also recognizes other comprehensive income (loss) from an unfunded noncontributory defined benefit plan for directors and other postretirement benefit plans covering full-time employees. These plans utilize assumptions and methods to calculate the fair value of plan assets and Mid Penn recognizes the overfunded and underfunded status of the plans on its consolidated balance sheet. Gains and losses, prior service costs and credits are recognized in other comprehensive income (loss), net of tax, until they are amortized, or immediately upon curtailment.

The components of accumulated other comprehensive income (loss), net of taxes, are as follows:

During the six months ended June 30, 2020, the fair value of plan assets in Mid Penn’s defined benefit pension plan was impacted by the economic implications of the COVID-19 pandemic, resulting in a decrease in the fair value of the plan assets and a corresponding decrease in accumulated other comprehensive (loss) income, net of taxes, of $620,000 when comparing December 31, 2019 to June 30, 2020.

~~Earnings~~Basic earnings per common share are computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each of the periods presented. Diluted earnings per common share are calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding plus common shares that would have been outstanding if dilutive potential common shares, consisting of unvested restricted stock, had been issued. The effect of dilutive unvested restricted stock was not material and did not result in a difference, when rounded to the whole cent, between the basic earnings per share compared to the diluted earnings per share for any of the periods presented. The following data ~~show~~shows the amounts used in computing basic and diluted earnings per common share.

Weighted average common shares outstanding increased for the three and nine months ended September 30, 2019 when compared to the same periods in 2018 primarily as a result of the issuance of 2,320,800 shares of Mid Penn common stock on July 31, 2018 in connection with the First Priority acquisition. There were ~~no dilutive securities impacting the calculation of earnings per common share for the periods ended September~~0 antidilutive shares at June 30, ~~2019~~2020 and ~~2018.~~

On July 31, 2018, Mid Penn completed its acquisition of First Priority Financial Corp. (“First Priority”), through the merger of First Priority with and into Mid Penn. In connection with this acquisition, First Priority’s wholly-owned bank subsidiary was merged with and into Mid Penn Bank.

Pursuant to the merger agreement between Mid Penn and First Priority, the common shareholders of First Priority received 0.3481 shares of Mid Penn common stock for each share of First Priority common stock owned. Additionally, outstanding options to purchase First Priority common stock at the time of the merger were converted into the right to receive cash at a per-option value of $11.07 less the applicable exercise price, without interest. As a result of the acquisition, Mid Penn’s fulfillment of the merger consideration requirements resulted in (i) the issuance of 2,320,800 shares of Mid Penn common stock with an acquisition date fair value of approximately $76,122,000 based on the closing stock price of Mid Penn’s common stock of $32.80 on July 31, 2018, (ii) the payment of $3,801,000 related to cashing out the First Priority stock options, (iii) cash paid of $6,000 in lieu of fractional shares, and (iv) the issuance of 3,404 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series D totaling $3,404,000 in replacement of similarly valued preferred shares previously issued by First Priority. Aggregately, the combined fair value of total consideration paid by Mid Penn to acquire First Priority was $79,929,000.

The assets and liabilities of First Priority were recorded on the consolidated balance sheet of the Company at their estimated fair value as of July 31, 2018, and their impact on the results of operations have been included in the consolidated income statement of the Company since such date. First Priority has been fully integrated into Mid Penn; therefore, the amount of revenue and earnings of First Priority included in the consolidated income statement since the acquisition date is impracticable to provide.

The acquisition of First Priority resulted in the recognition and recording of intangible assets including $39,744,000 of goodwill, a core deposit intangible of $2,832,000, and a trade name intangible of $205,000. The core deposit intangible will be amortized over a ten-year period using a sum of the years’ digits basis. The goodwill will not be amortized, but will be measured annually for impairment or more frequently if circumstances require.

~~The following table summarizes the final estimated fair value of the assets acquired and liabilities and equity assumed in the First Priority transaction.~~

In general, factors contributing to goodwill recognized as a result of the First Priority acquisition include expected cost savings from combined operations, opportunities to expand into several new markets, and growth and profitability potential from the repositioning of certain investments into higher-yielding loans. The goodwill acquired as a result of the First Priority acquisition is not tax deductible.

The fair value of the financial assets acquired included loans receivable with a net amortized cost basis of $511,623,000. The table below illustrates the fair value adjustments made to the amortized cost basis in order to present a fair value of the loans acquired.

The market rate adjustment represents the movement in market interest rates, irrespective of credit adjustments, compared to the contractual rates of the acquired loans. The credit adjustment made on pools of homogeneous loans represents the changes in credit quality of the underlying borrowers from loan inception to the acquisition date. The credit adjustment on impaired loans is derived in accordance with ASC 310-30-30 and represents the portion of the loan balance that has been deemed uncollectible based on our expectations of future cash flows for each respective loan.

~~The information about the acquired First Priority impaired loan portfolio as of July 31, 2018 is as follows:~~

The following table presents pro forma information as if the merger between Mid Penn and First Priority had been completed on January 1, 2018. The pro forma information does not necessarily reflect the results of operations that would have occurred had Mid Penn merged with First Priority at the beginning of 2018. The supplemental pro forma earnings for the nine months ended September 30, 2018 exclude $3,661,000 of merger-related costs related to the First Priority acquisition, of which $714,000 was not deductible for federal income tax purposes. Merger-related costs included approximately $1,475,000 of severance and retention bonus expenses for the nine months ended September 30, 2018. The pro forma financial information does not include the impact of possible business model changes, nor does it consider any potential impacts of current market conditions or revenues, expense efficiencies, or other factors.

~~On January 8, 2018, The Scottdale Bank & Trust Company (“Scottdale”) merged with and into Mid Penn Bank, with Mid Penn Bank continuing as the surviving entity.~~

Pursuant to the merger agreement, each share of Scottdale common stock issued and outstanding immediately prior to January 8, 2018 converted into the right to receive (i) $1,166 in cash without interest or (ii) 38.88 shares of Mid Penn common stock. As a result, Mid Penn issued 1,878,827 shares of Mid Penn common stock with an acquisition date fair value of approximately $64,181,000, based on the closing stock price of Mid Penn’s common stock on January 8, 2018 of $34.16, and cash of $2,792,000. Including an insignificant amount of cash paid in lieu of fractional shares, the fair value of total consideration paid was $66,973,000.

The assets and liabilities of Scottdale were recorded on the consolidated balance sheet of the Company at their estimated fair value as of January 8, 2018, and their impact on the results of operations have been included in the consolidated income statement of the Company since such date. Scottdale has been fully integrated into Mid Penn; therefore, the amount of revenue and earnings of Scottdale included in the consolidated income statement since the acquisition date is impracticable to provide.

The acquisition of Scottdale resulted in the recognition and recording of intangible assets including goodwill of $19,178,000 and a core deposit intangible of $4,940,000. The core deposit intangible will be amortized over a ten-year period using a sum of the years’ digits basis. The goodwill will not be amortized, but will be measured annually for impairment or more frequently if circumstances require.

~~The following table summarizes the final estimated fair value of the assets acquired and liabilities and equity assumed in the Scottdale transaction.~~

In general, factors contributing to goodwill recognized as a result of the Scottdale acquisition include expected cost savings from combined operations, opportunities to expand into several new markets, and growth and profitability potential from the repositioning of short-term investments into higher-yielding loans. The goodwill acquired as a result of the Scottdale acquisition is not tax deductible.

The fair value of the financial assets acquired included loans receivable with a net amortized cost basis of $70,769,000. The table below illustrates the fair value adjustments made to the amortized cost basis in order to present a fair value of the loans acquired.

~~The information about the acquired Scottdale impaired loan portfolio as of January 8, 2018 is as follows:~~

The following table presents pro forma measures as if the merger between Mid Penn Bank and Scottdale had been completed on January 1, 2018. The pro forma information does not necessarily reflect the results of operations that would have occurred had Mid Penn Bank merged with Scottdale at the beginning of 2018. The supplemental pro forma earnings for the nine months ended September 30, 2018 exclude both (i) adjustments to estimate the eight day impact of Scottdale due to immateriality and impracticality and (ii) $1,294,000 of merger-related costs incurred in 2018 related to the Scottdale acquisition, of which $205,000 was not deductible for federal income tax purposes. Merger-related costs in the nine months ended September 30, 2018 included approximately $518,000 of severance and retention bonus expenses. The pro forma financial information does not include the impact of possible business model changes, nor does it consider any potential impacts of current market conditions or revenues, expense efficiencies, or other factors.

The majority of the investment portfolio is comprised of securities issued by U.S. government agencies, and state and political subdivision obligations. The amortized cost, fair value, and unrealized gains and losses on investment securities at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 are as follows:

(Dollars in thousands)	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
September 30, 2019
June 30, 2020
Available-for-sale debt securities:
U.S. Treasury and U.S. government agencies	$	32,611	$	33	$	111	$	32,533
Mortgage-backed U.S. government agencies		16,638		8		135		16,511	$	2	$	—	$	—	$	2
State and political subdivision obligations		1,059		—		4		1,055		7,014		36		—		7,050
Corporate debt securities		2,250		70		—		2,320		16,464		42		66		16,440
Total available-for-sale debt securities		52,558		111		250		52,419		23,480		78		66		23,492
Held-to-maturity debt securities:
U.S. Treasury and U.S. government agencies		19,421		39		20		19,440	$	24,004	$	228	$	—	$	24,232
Mortgage-backed U.S. government agencies		67,472		521		119		67,874		41,312		1,072		4		42,380
State and political subdivision obligations		82,051		2,820		—		84,871		60,525		2,642		23		63,144
Corporate debt securities		1,528		9		—		1,537		9,546		205		16		9,735
Total held-to-maturity debt securities		170,472		3,389		139		173,722		135,387		4,147		43		139,491
Total	$	223,030	$	3,500	$	389	$	226,141	$	158,867	$	4,225	$	109	$	162,983

(Dollars in thousands)	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
December 31, 2018
December 31, 2019
Available-for-sale debt securities:
U.S. Treasury and U.S. government agencies	$	43,270	$	10	$	1,708	$	41,572
U.S. government agencies									$	22,894	$	6	$	70	$	22,830
Mortgage-backed U.S. government agencies		39,865		—		1,016		38,849		12,996		7		113		12,890
State and political subdivision obligations		30,642		11		1,397		29,256		30		—		—		30
Corporate debt securities		2,250		—		4		2,246		1,250		9		—		1,259
Total available-for-sale debt securities		116,027		21		4,125		111,923		37,170		22		183		37,009
Held-to-maturity debt securities:
U.S. Treasury and U.S. government agencies		16,985		14		143		16,856	$	50,210	$	46	$	220	$	50,036
Mortgage-backed U.S. government agencies		65,812		46		1,310		64,548		42,098		95		102		42,091
State and political subdivision obligations		84,034		457		842		83,649		44,169		1,193		13		45,349
Corporate debt securities		1,539		—		10		1,529
Total held-to-maturity debt securities		168,370		517		2,305		166,582		136,477		1,334		335		137,476
Total	$	284,397	$	538	$	6,430	$	278,505	$	173,647	$	1,356	$	518	$	174,485

Estimated fair values of debt securities are based on quoted market prices, where applicable. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments, adjusted for differences between the quoted instruments and the instruments being valued. Please refer to Note 9, 7, Fair Value Measurement, for more information on the fair value of investment securities.

Investment securities having a fair value of ~~$172,084,000~~$128,301,000 at ~~September~~June 30, ~~2019~~2020 and ~~$214,239,000~~$147,283,000 at December 31, ~~2018~~2019 were pledged to secure public deposits, some trust account holdings, and certain other borrowings. Mid Penn also obtains letters of credit from the Federal Home Loan Bank of Pittsburgh (“FHLB”) to secure certain public deposits. These FHLB letter of credit commitments totaled ~~$155,700,000~~$212,401,000 as of ~~September~~June 30, ~~2019~~2020 and ~~$36,850,000~~$169,051,000 as of December 31, ~~2018.~~2019.

The following tables present gross unrealized losses and fair value of debt security investments aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

(Dollars in thousands)	Less Than 12 Months					12 Months or More					Total					Less Than 12 Months					12 Months or More					Total
	Number					Number					Number					Number					Number					Number
	of	Fair		Unrealized		of	Fair		Unrealized		of	Fair		Unrealized		of	Fair		Unrealized		of	Fair		Unrealized		of	Fair		Unrealized
September 30, 2019	Securities	Value		Losses		Securities	Value		Losses		Securities	Value		Losses
June 30, 2020																Securities	Value		Losses		Securities	Value		Losses		Securities	Value		Losses
Available-for-sale debt securities:
U.S. Treasury and U.S. government agencies	3	$	6,988	$	12	7	$	11,940	$	99	10	$	18,928	$	111
Mortgage-backed U.S. government agencies	1		627		2	14		11,277		133	15		11,904		135
State and political subdivision obligations	2		1,025		4	0		—		—	2		1,025		4
Corporate debt securities																5	$	9,895	$	66	0	$	—	$	—	5	$	9,895	$	66
Total temporarily impaired available-for-sale debt securities	6	$	8,640	$	18	21	$	23,217	$	232	27	$	31,857	$	250	5	$	9,895	$	66	0	$	—	$	—	5	$	9,895	$	66

Held-to-maturity debt securities:
U.S. Treasury and U.S. government agencies	3	$	7,447	$	15	1	$	2,994	$	5	4	$	10,441	$	20
Mortgage-backed U.S. government agencies	7		11,239		15	15		13,403		104	22		24,642		119	1	$	1,135	$	4	0	$	—	$	—	1	$	1,135	$	4
State and political subdivision obligations																2		2,668		23	0		—		—	2		2,668		23
Corporate debt securities																2		1,983		16	0		—		—	2		1,983		16
Total temporarily impaired held-to-maturity debt securities	10	$	18,686	$	30	16	$	16,397	$	109	26	$	35,083	$	139	5	$	5,786	$	43	0	$	—	$	—	5	$	5,786	$	43
Total	16	$	27,326	$	48	37	$	39,614	$	341	53	$	66,940	$	389	10	$	15,681	$	109	0	$	—	$	—	10	$	15,681	$	109

(Dollars in thousands)	Less Than 12 Months					12 Months or More						Total					Less Than 12 Months					12 Months or More						Total
	Number					Number						Number					Number					Number						Number
	of	Fair		Unrealized		of	Fair		Unrealized			of	Fair		Unrealized		of	Fair		Unrealized		of	Fair		Unrealized			of	Fair		Unrealized
December 31, 2018	Securities	Value		Losses		Securities	Value		Losses			Securities	Value		Losses
December 31, 2019																	Securities	Value		Losses		Securities	Value		Losses			Securities	Value		Losses
Available-for-sale securities:
U.S. Treasury and U.S. government agencies	0	$	—	$	—	21	$	38,386		$	1,708	21	$	38,386	$	1,708
U.S. government agencies																	4	$	4,652	$	24	7	$	11,982		$	46	11	$	16,634	$	70
Mortgage-backed U.S. government agencies	11		16,740		163	19		22,093			853	30		38,833		1,016	1		1,643		4	14		10,603			109	15		12,246		113
State and political subdivision obligations	3		1,751		23	51		24,520			1,374	54		26,271		1,397
Corporate debt securities	2		1,996		4	0		—			—	2		1,996		4
Total temporarily impaired available-for-sale securities	16	$	20,487	$	190	91	$	84,999		$	3,935	107	$	105,486	$	4,125	5	$	6,295	$	28	21	$	22,585		$	155	26	$	28,880	$	183

Held-to-maturity securities:
U.S. Treasury and U.S. government agencies	1	$	1,985	$	10	3	$	8,852		$	133	4	$	10,837	$	143	18	$	29,024	$	219	1	$	2,999		$	1	19	$	32,023	$	220
Mortgage-backed U.S. government agencies	10		16,165		79	35		42,431			1,231	45		58,596		1,310	6		8,445		35	13		11,050			67	19		19,495		102
State and political subdivision obligations	26		11,321		111	77		29,460			731	103		40,781		842	3		1,383		13	0		—			—	3		1,383		13
Corporate debt securities	1		1,529		10	0		—			—	1		1,529		10
Total temporarily impaired held to maturity securities	38	$	31,000	$	210	115	$	80,743		$	2,095	153	$	111,743	$	2,305	27	$	38,852	$	267	14	$	14,049		$	68	41	$	52,901	$	335
Total	54	$	51,487	$	400	206	$	165,742		$	6,030	260	$	217,229	$	6,430	32	$	45,147	$	295	35	$	36,634		$	223	67	$	81,781	$	518

Management evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market concerns warrant such additional evaluation. Consideration is given to the length of time and the extent to which the fair value of the security has been less than amortized cost, as well as the overall financial condition of the issuer. In addition, for debt securities, Mid Penn considers ~~(a)~~(i) whether management has the intent to sell the security, ~~(b)~~(ii) whether it is more likely than not that management will be required to sell the security prior to its anticipated recovery, and ~~(c)~~(iii) whether management expects to recover the entire amortized cost basis. At both ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the majority of available-for-sale securities and held-to-maturity securities in an unrealized loss position were ~~mortgage-backed U.S. government agencies, obligations of state and political subdivisions, and U.S. Treasury and agency~~corporate debt securities.

Mid Penn had no securities considered by management to be other-than-temporarily impaired as of ~~September~~June 30, ~~2019,~~2020, December 31, ~~2018,~~2019, or ~~September~~June 30, ~~2018,~~2019, and did not record any securities impairment charges in the respective periods ended on these dates. This determination reflects management’s assessment that no securities in its portfolio were impaired as a result of any COVID-19 pandemic impacts, to date, to the underlying issuers of securities. Mid Penn does not consider the securities with unrealized losses on the respective dates to be other-than-temporarily impaired as the unrealized losses were deemed to be temporary changes in value related to market movements in interest yields at various periods similar to the maturity dates of holdings in the investment portfolio, and not reflective of an erosion of credit quality.

Gross realized gains and losses on sales of available-for-sale debt securities for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 are shown in the table below.

(Dollars in thousands)	Three Months Ended September 30,							Nine Months Ended September 30,								Three Months Ended June 30,								Six Months Ended June 30,

	2019				2018			2019				2018				2020				2019				2020				2019
Realized gains		$	64			$	30		$	133			$	141			$	118			$	43			$	255			$	69
Realized losses			(18	)			—			(63	)			(9	)			(7	)			(26	)			(12	)			(45	)
Net gains		$	46			$	30		$	70			$	132			$	111			$	17			$	243			$	24

The table below illustrates the maturity distribution of investment securities at amortized cost and fair value as of ~~September~~June 30, ~~2019.~~2020.

(Dollars in thousands)	Available-for-sale				Held-to-maturity				Available-for-sale				Held-to-maturity
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
September 30, 2019	Cost		Value		Cost		Value
June 30, 2020									Cost		Value		Cost		Value
Due in 1 year or less	$	—	$	—	$	3,990	$	3,992	$	—	$	—	$	3,162	$	3,191
Due after 1 year but within 5 years		19,457		19,403		19,663		19,926		2,975		2,994		19,478		20,195
Due after 5 years but within 10 years		16,463		16,505		79,347		81,930		17,679		17,667		67,984		70,266
Due after 10 years		—		—		—		—		2,824		2,829		3,451		3,459
		35,920		35,908		103,000		105,848		23,478		23,490		94,075		97,111

Mortgage-backed securities		16,638		16,511		67,472		67,874		2		2		41,312		42,380
	$	52,558	$	52,419	$	170,472	$	173,722	$	23,480	$	23,492	$	135,387	$	139,491

The types of loans in Mid Penn’s portfolio, summarized by those rated as “pass” (net of deferred fees and costs of ~~$948,000~~$18,066,000 as of ~~September~~June 30, ~~2019~~2020 and ~~$647,000~~$1,081,000 as of December 31, ~~2018)~~2019), and the loans classified as “special mention” and “substandard” within Mid Penn’s internal risk rating system as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, are as follows:

(Dollars in thousands)			Special								Special
September 30, 2019	Pass		Mention		Substandard		Total
June 30, 2020									Pass		Mention		Substandard		Total
Commercial and industrial	$	307,083	$	11,068	$	2,249	$	320,400	$	916,886	$	9,712	$	2,792	$	929,390
Commercial real estate		875,155		8,974		7,931		892,060		983,198		2,752		12,723		998,673
Commercial real estate - construction		177,111		—		40		177,151		224,325		—		32		224,357
Lease financing		—		—		—		—
Residential mortgage		242,076		56		1,597		243,729		216,948		54		1,350		218,352
Home equity		69,181		—		59		69,240		65,744		7		2,414		68,165
Consumer		7,854		—		—		7,854		6,828		—		—		6,828
	$	1,678,460	$	20,098	$	11,876	$	1,710,434	$	2,413,929	$	12,525	$	19,311	$	2,445,765

(Dollars in thousands)			Special								Special
December 31, 2018	Pass		Mention		Substandard		Total
December 31, 2019									Pass		Mention		Substandard		Total
Commercial and industrial	$	276,690	$	2,769	$	7,059	$	286,518	$	326,573	$	9,558	$	3,016	$	339,147
Commercial real estate		850,150		2,432		8,787		861,369		913,001		2,426		13,711		929,138
Commercial real estate - construction		141,806		—		367		142,173		181,650		—		40		181,690
Lease financing		53		—		—		53
Residential mortgage		251,151		147		2,245		253,543		235,252		55		1,417		236,724
Home equity		70,004		—		92		70,096		68,224		—		47		68,271
Consumer		10,315		—		—		10,315		7,786		—		—		7,786
	$	1,600,169	$	5,348	$	18,550	$	1,624,067	$	1,732,486	$	12,039	$	18,231	$	1,762,756

The increase in deferred fees and costs from December 31, 2019 to June 30, 2020 was the result of collected but unearned PPP loan processing fees related to the PPP loans which Mid Penn processed and disbursed during the second quarter of 2020. PPP loans are included in commercial and industrial loans and are fully guaranteed by the SBA, therefore all PPP loans outstanding are classified as “pass” within Mid Penn’s internal risk rating system as of June 30, 2020.

Mid Penn had no loans classified as doubtful as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

Impaired loans by loan portfolio class as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 are summarized as follows:

	September 30, 2019						December 31, 2018						June 30, 2020						December 31, 2019
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial and industrial	$	—	$	—	$	—	$	—	$	—	$	—	$	1,012	$	1,061	$	—	$	890	$	890	$	—
Commercial real estate		1,787		2,087		—		2,007		2,276		—		7,126		7,465		—		7,973		8,366		—
Commercial real estate - construction		40		61		—		—		—		—		32		34		—		40		61		—
Lease financing		—		—		—		—		—		—
Residential mortgage		881		896		—		657		811		—		776		798		—		817		838		—
Home equity		26		27		—		30		106		—		2,406		2,436		—		25		27		—
Consumer		—		—		—		—		—		—		—		—		—		—		—		—

With no related allowance recorded and acquired with credit deterioration:
Commercial and industrial	$	5	$	5	$	—	$	28	$	28	$	—	$	—	$	—	$	—	$	3	$	68	$	—
Commercial real estate		1,643		1,643		—		1,563		1,563		—		1,430		1,700		—		1,423		1,708		—
Commercial real estate - construction		—		—		—		—		—		—		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Residential mortgage		494		494		—		1,208		1,208		—		354		494		—		381		578		—
Home equity		4		4		—		4		4		—		1		4		—		1		5		—
Consumer		—		—		—		—		—		—		—		—		—		—		—		—

With an allowance recorded:
Commercial and industrial	$	—	$	—	$	—	$	4,527	$	4,635	$	500	$	198	$	198	$	53	$	—	$	—	$	—
Commercial real estate		537		578		336		721		721		204		902		944		190		338		380		166
Commercial real estate - construction		—		—		—		367		370		38		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Residential mortgage		—		—		—		—		—		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—		—		—		—		—		—

Total Impaired Loans:
Commercial and industrial	$	5	$	5	$	—	$	4,555	$	4,663	$	500	$	1,210	$	1,259	$	53	$	893	$	958	$	—
Commercial real estate		3,967		4,308		336		4,291		4,560		204		9,458		10,109		190		9,734		10,454		166
Commercial real estate - construction		40		61		—		367		370		38		32		34		—		40		61		—
Lease financing		—		—		—		—		—		—
Residential mortgage		1,375		1,390		—		1,865		2,019		—		1,130		1,292		—		1,198		1,416		—
Home equity		30		31		—		34		110		—		2,407		2,440		—		26		32		—
Consumer		—		—		—		—		—		—		—		—		—		—		—		—

The average recorded investment of impaired loans and related interest income recognized for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 are summarized as follows:

	Three Months Ended								Three Months Ended
	September 30, 2019				September 30, 2018				June 30, 2020				June 30, 2019
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial and industrial	$	—	$	—	$	—	$	—	$	955	$	—	$	—	$	—
Commercial real estate		1,917		—		1,872		—		7,004		—		2,273		—
Commercial real estate - construction		40		4		—		—		36		—		40		—
Lease financing		—		—		—		—
Residential mortgage		889		7		780		11		762		6		880		7
Home equity		27		—		17		—		1,215		—		29		—
Consumer		—		—		—		—		—		—		—		—

With no related allowance recorded and acquired with credit deterioration:
Commercial and industrial	$	11	$	—	$	24	$	—	$	—	$	—	$	29	$	—
Commercial real estate		1,630		—		1,470		7		1,423		—		1,602		—
Commercial real estate - construction		—		—		—		—		—		—		—		—
Lease financing		—		—		—		—
Residential mortgage		1,055		—		677		—		360		—		1,222		—
Home equity		4		—		1		—		1		—		4		—
Consumer		—		—		—		—		—		—		—		—

With an allowance recorded:
Commercial and industrial	$	38	$	—	$	4,425	$	—	$	99	$	—	$	140	$	—
Commercial real estate		617		—		703		—		835		—		513		—
Commercial real estate - construction		—		—		367		—		—		—		183		—
Lease financing		—		—		—		—
Residential mortgage		—		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—		—

Total Impaired Loans:
Commercial and industrial	$	49	$	—	$	4,449	$	—	$	1,054	$	—	$	169	$	—
Commercial real estate		4,164		—		4,045		7		9,262		—		4,388		—
Commercial real estate - construction		40		4		367		—		36		—		223		—
Lease financing		—		—		—		—
Residential mortgage		1,944		7		1,457		11		1,122		6		2,102		7
Home equity		31		—		18		—		1,216		—		33		—
Consumer		—		—		—		—		—		—		—		—

	Nine Months Ended								Six Months Ended
	September 30, 2019				September 30, 2018				June 30, 2020				June 30, 2019
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial and industrial	$	—	$	—	$	—	$	—	$	933	$	—	$	—	$	—
Commercial real estate		2,697		11		3,040		3		7,362		—		2,289		—
Commercial real estate - construction		40		—		—		—		37		—		27		—
Lease financing		—		—		—		—
Residential mortgage		1,151		21		769		27		780		13		857		14
Home equity		38		—		148		—		818		—		29		—
Consumer		—		—		—		—		—		—		—		—

With no related allowance recorded and acquired with credit deterioration:
Commercial and industrial	$	22	$	—	$	21	$	—	$	1	$	—	$	29	$	—
Commercial real estate		1,602		—		1,365		23		1,421		—		1,589		—
Commercial real estate - construction		—		—		—		—		—		—		—		—
Lease financing		—		—		—		—
Residential mortgage		1,152		—		726		—		367		—		1,219		—
Home equity		4		—		—		—		1		—		4		—
Consumer		—		—		—		—		—		—		—		—

With an allowance recorded:
Commercial and industrial	$	1,202	$	3	$	4,424	$	—	$	66	$	—	$	1,603	$	3
Commercial real estate		633		—		456		—		634		—		477		—
Commercial real estate - construction		183		—		367		—		—		—		245		—
Lease financing		—		—		—		—
Residential mortgage		—		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—		—

Total Impaired Loans:
Commercial and industrial	$	1,224	$	3	$	4,445	$	—	$	1,000	$	—	$	1,632	$	3
Commercial real estate		4,932		11		4,861		26		9,417		—		4,355		—
Commercial real estate - construction		223		—		367		—		37		—		272		—
Lease financing		—		—		—		—
Residential mortgage		2,303		21		1,495		27		1,147		13		2,076		14
Home equity		42		—		148		—		819		—		33		—
Consumer		—		—		—		—		—		—		—		—

Nonaccrual loans by loan portfolio class, including loans acquired with credit deterioration, as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 are summarized as follows:

(Dollars in thousands)	September 30, 2019		December 31, 2018		June 30, 2020		December 31, 2019
Commercial and industrial	$	5	$	4,555	$	1,210	$	894
Commercial real estate		3,967		4,291		9,458		9,800
Commercial real estate - construction		40		367		32		40
Residential mortgage		884		1,502		697		711
Home equity		30		34		2,407		26
Consumer						—		—
	$	4,926	$	10,749	$	13,804	$	11,471

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The classes of the loan portfolio summarized by the past due status as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 are summarized as follows:

													Loans														Loans
(Dollars in thousands)	30-59		60-89		Greater								Receivable >		30-59		60-89		Greater								Receivable >
	Days Past		Days Past		than 90		Total Past						90 Days and		Days Past		Days Past		than 90		Total Past						90 Days and
September 30, 2019	Due		Due		Days		Due		Current		Total Loans		Accruing
June 30, 2020															Due		Due		Days		Due		Current		Total Loans		Accruing
Commercial and industrial	$	301	$	—	$	—	$	301	$	320,094	$	320,395	$	—	$	859	$	233	$	953	$	2,045	$	927,345	$	929,390	$	800
Commercial real estate		230		—		1,745		1,975		888,442		890,417		—		325		146		7,519		7,990		989,253		997,243		—
Commercial real estate - construction		—		—		40		40		177,111		177,151		—		—		—		—		—		224,357		224,357		—
Lease financing		—		—		—		—		—		—		—
Residential mortgage		35		87		365		487		242,748		243,235		—		99		49		250		398		217,600		217,998		—
Home equity		—		18		—		18		69,218		69,236		—		254		7		2,406		2,667		65,497		68,164		—
Consumer		—		—		—		—		7,854		7,854		—		4		—		—		4		6,824		6,828		—
Loans acquired with credit deterioration:
Commercial and industrial		—		—		5		5		—		5		—		—		—		—		—		—		—		—
Commercial real estate		—		—		1,612		1,612		31		1,643		—		—		—		1,419		1,419		11		1,430		—
Commercial real estate - construction		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—		—
Residential mortgage		—		17		158		175		319		494		—		—		—		189		189		165		354		—
Home equity		—		—		—		—		4		4		—		—		—		—		—		1		1		—
Consumer		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	566	$	122	$	3,925	$	4,613	$	1,705,821	$	1,710,434	$	—	$	1,541	$	435	$	12,736	$	14,712	$	2,431,053	$	2,445,765	$	800

													Loans														Loans
(Dollars in thousands)	30-59		60-89		Greater								Receivable >		30-59		60-89		Greater								Receivable >
	Days Past		Days Past		than 90		Total Past						90 Days and		Days Past		Days Past		than 90		Total Past						90 Days and
December 31, 2018	Due		Due		Days		Due		Current		Total Loans		Accruing
December 31, 2019															Due		Due		Days		Due		Current		Total Loans		Accruing
Commercial and industrial	$	17	$	—	$	4,527	$	4,544	$	281,946	$	286,490	$	—	$	—	$	1,059	$	890	$	1,949	$	337,195	$	339,144	$	—
Commercial real estate		685		—		458		1,143		858,663		859,806		—		1,298		11		7,819		9,128		918,587		927,715		—
Commercial real estate - construction		—		—		367		367		141,806		142,173		—		—		—		—		—		181,690		181,690		—
Lease financing		—		—		—		—		53		53		—
Residential mortgage		461		—		277		738		251,597		252,335		—		145		—		326		471		235,872		236,343		—
Home equity		166		22		25		213		69,879		70,092		—		34		—		—		34		68,236		68,270		—
Consumer		57		5		—		62		10,253		10,315		—		5		3		—		8		7,778		7,786		—
Loans acquired with credit deterioration:
Commercial and industrial		23		5		—		28		—		28		—		—		—		3		3		—		3		—
Commercial real estate		29		—		1,534		1,563		—		1,563		—		16		473		934		1,423		—		1,423		—
Commercial real estate - construction		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—		—
Residential mortgage		19		57		913		989		219		1,208		—		5		—		203		208		173		381		—
Home equity		—		—		4		4		—		4		—		—		—		—		—		1		1		—
Consumer		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	1,457	$	89	$	8,105	$	9,651	$	1,614,416	$	1,624,067	$	—	$	1,503	$	1,546	$	10,175	$	13,224	$	1,749,532	$	1,762,756	$	—

The allowance for loan losses and the related loan loss provision for the periods presented reflect Mid Penn’s continued application of the incurred loss method for estimating credit losses, as Mid Penn is not required to adopt the current expected credit loss (“CECL”) accounting standard until January 1, 2023. PPP loans are included in the commercial and industrial classification and, as the PPP loans are fully guaranteed by the Small Business Administration, 0 allowance for loan losses was recorded against the $588,667,000 balance of PPP loans outstanding as of June 30, 2020.

The following tables summarize the allowance and recorded investments in loans receivable.

(Dollars in thousands)
As of, and for the three months ended, September 30, 2019	Commercial and industrial			Commercial real estate			Commercial real estate - construction			Lease financing		Residential mortgage			Home equity			Consumer			Unallocated			Total
As of, and for the three months ended, June 30, 2020																											Commercial and industrial			Commercial real estate		Commercial real estate - construction			Residential mortgage			Home equity		Consumer			Unallocated		Total
Allowance for loan and lease losses:
Beginning balance,
July 1, 2019	$	2,448		$	5,312		$	45		$	—	$	476		$	482		$	7		$	1		$	8,771
April 1, 2020																											$	2,427		$	6,630	$	57		$	436		$	448	$	2		$	14	$	10,014
Charge-offs		(12	)		(42	)		—			—		(3	)		—			(9	)		—			(66	)		(1	)		—		(7	)		—			—		(4	)		—		(12	)
Recoveries		1			41			—			—		2			1			1			—			46			2			—		2			—			1		10			—		15
Provisions		6			544			1			—		(7	)		13			6			2			565			358			611		13			(9	)		68		(6	)		15		1,050
Ending balance,
September 30, 2019	$	2,443		$	5,855		$	46		$	—	$	468		$	496		$	5		$	3		$	9,316
June 30, 2020																											$	2,786		$	7,241	$	65		$	427		$	517	$	2		$	29	$	11,067

(Dollars in thousands)
As of, and for the nine months ended, September 30, 2019	Commercial and industrial			Commercial real estate			Commercial real estate - construction			Lease financing		Residential mortgage			Home equity			Consumer			Unallocated			Total
As of, and for the six months ended, June 30, 2020																											Commercial and industrial			Commercial real estate		Commercial real estate - construction			Residential mortgage			Home equity		Consumer			Unallocated		Total
Allowance for loan and lease losses:
Beginning balance,
January 1, 2019	$	2,391		$	4,703		$	75		$	—	$	453		$	528		$	7		$	240		$	8,397
January 1, 2020																											$	2,341		$	6,259	$	51		$	417		$	442	$	2		$	3	$	9,515
Charge-offs		(217	)		(53	)		(40	)		—		(3	)		—			(57	)		—			(370	)		(45	)		—		(7	)		—			—		(18	)		—		(70	)
Recoveries		44			74			—			—		2			2			12			—			134			2			1		2			3			1		13			—		22
Provisions		225			1,131			11			—		16			(34	)		43			(237	)		1,155			488			981		19			7			74		5			26		1,600
Ending balance,
September 30, 2019		2,443			5,855			46			—		468			496			5			3			9,316
June 30, 2020																												2,786			7,241		65			427			517		2			29		11,067
Individually evaluated for impairment		—			336			—			—		—			—			—			—			336			53			190		—			—			—		—			—		243
Ending balance:
collectively evaluated for impairment	$	2,443		$	5,519		$	46		$	—	$	468		$	496		$	5		$	3		$	8,980		$	2,733		$	7,051	$	65		$	427		$	517	$	2		$	29	$	10,824

Loans receivables:
Ending balance	$	320,400		$	892,060		$	177,151		$	—	$	243,729		$	69,240		$	7,854		$	—		$	1,710,434		$	929,390		$	998,673	$	224,357		$	218,352		$	68,165	$	6,828		$	—	$	2,445,765
Ending balance: individually evaluated for impairment		—			2,324			40			—		881			26			—			—			3,271			1,210			8,028		32			776			2,406		—			—		12,452
Ending balance: acquired with credit deterioration		5			1,643			—			—		494			4			—			—			2,146			—			1,430		—			354			1		—			—		1,785
Ending balance: collectively evaluated for impairment	$	320,395		$	888,093		$	177,111		$	—	$	242,354		$	69,210		$	7,854		$	—		$	1,705,017		$	928,180		$	989,215	$	224,325		$	217,222		$	65,758	$	6,828		$	—	$	2,431,528

(Dollars in thousands)
December 31, 2018	Commercial and industrial		Commercial real estate		Commercial real estate - construction		Lease financing		Residential mortgage		Home equity		Consumer		Unallocated		Total
December 31, 2019																			Commercial and industrial		Commercial real estate		Commercial real estate - construction		Residential mortgage		Home equity		Consumer		Unallocated		Total
Allowance for loan and lease losses:
Ending balance	$	2,391	$	4,703	$	75	$	—	$	453	$	528	$	7	$	240	$	8,397	$	2,341	$	6,259	$	51	$	417	$	442	$	2	$	3	$	9,515
Ending balance: individually evaluated for impairment		500		204		38		—		—		—		—		—		742		—		166		—		—		—		—		—		166
Ending balance: collectively evaluated for impairment	$	1,891	$	4,499	$	37	$	—	$	453	$	528	$	7	$	240	$	7,655	$	2,341	$	6,093	$	51	$	417	$	442	$	2	$	3	$	9,349

Loans receivable:
Ending balance	$	286,518	$	861,369	$	142,173	$	53	$	253,543	$	70,096	$	10,315	$	—	$	1,624,067	$	339,147	$	929,138	$	181,690	$	236,724	$	68,271	$	7,786	$	—	$	1,762,756
Ending balance: individually evaluated for impairment		4,527		2,728		367		—		811		30		—		—		8,463		890		8,311		40		817		25		—		—		10,083
Ending balance: acquired with credit deterioration		28		1,563		—		—		1,208		4		—		—		2,803		3		1,423		—		381		1		—		—		1,808
Ending balance: collectively evaluated for impairment	$	281,963	$	857,078	$	141,806	$	53	$	251,524	$	70,062	$	10,315	$	—	$	1,612,801	$	338,254	$	919,404	$	181,650	$	235,526	$	68,245	$	7,786	$	—	$	1,750,865

(Dollars in thousands)
As of, and for the three months ended, June 30, 2019	Commercial and industrial			Commercial real estate			Commercial real estate - construction			Residential mortgage			Home equity			Consumer			Unallocated			Total
Allowance for loan and lease losses:
Beginning balance,
April 1, 2019	$	2,443		$	5,031		$	81		$	477		$	450		$	6		$	14		$	8,502
Charge-offs		(205	)		—			(20	)		—			—			(38	)		—			(263	)
Recoveries		42			15			—			—			1			9			—			67
Provisions		168			266			(16	)		(1	)		31			30			(13	)		465
Ending balance,
June 30, 2019	$	2,448		$	5,312		$	45		$	476		$	482		$	7		$	1		$	8,771

(Dollars in thousands)
As of, and for the six months ended, June 30, 2019	Commercial and industrial			Commercial real estate			Commercial real estate - construction			Residential mortgage			Home equity			Consumer			Unallocated			Total
Allowance for loan and lease losses:
Beginning balance,
January 1, 2019		2,391			4,703			75			453			528			7			240		$	8,397
Charge-offs		(205	)		(12	)		(40	)		—			—			(47	)		—			(304	)
Recoveries		43			33			—			—			1			11			—			88
Provisions		219			588			10			23			(47	)		36			(239	)		590
Ending balance,
June 30, 2019		2,448			5,312			45			476			482			7			1			8,771
Individually evaluated for impairment		13			243			—			—			—			—			—			256
Ending balance:
collectively evaluated for impairment	$	2,435		$	5,069		$	45		$	476		$	482		$	7		$	1		$	8,515

Loans receivables:
Ending balance	$	301,271		$	883,317		$	173,900		$	249,114		$	70,442		$	10,129		$	—		$	1,688,173
Ending balance: individually evaluated for impairment		76			2,745			40			897			28			—			—			3,786
Ending balance: acquired with credit deterioration		29			1,616			—			1,234			4			—			—			2,883
Ending balance: collectively evaluated for impairment	$	301,166		$	878,956		$	173,860		$	246,983		$	70,410		$	10,129		$	—		$	1,681,504

(Dollars in thousands)

As of, and for the
three months ended,
September 30, 2018

Commercial and industrial

Commercial real estate

Commercial real estate - construction

Lease financing

Residential mortgage

Home equity

Consumer

Unallocated

Total

Allowance for loan and lease losses:

Beginning balance,

July 1, 2018

$
2,120

$
4,723

$
146

$
—

$
441

$
420

$
4

$
335

$
8,189

Charge-offs

(12
)

(34
)

—

—

(10
)

—

(11
)

—

(67
)
Recoveries

—

2

—

—

—

—

5

—

7

Provisions

232

130

(12
)

—

38

16

7

(311
)

100

Ending balance,

September 30, 2018

$
2,340

$
4,821

$
134

$
—

$
469

$
436

$
5

$
24

$
8,229

(Dollars in thousands)

As of, and for the
nine months ended,
September 30, 2018

Commercial and industrial

Commercial real estate

Commercial real estate - construction

Lease financing

Residential mortgage

Home equity

Consumer

Unallocated

Total

Allowance for loan and lease losses:

Beginning balance,

January 1, 2018

1,795

4,435

178

—

428

423

3

344

$
7,606

Charge-offs

(142
)

(34
)

(40
)

—

(14
)

(167
)

(21
)

—

(418
)
Recoveries

1

807

—

—

—

—

8

—

816

Provisions

686

(387
)

(4
)

—

55

180

15

(320
)

225

Ending balance,

September 30, 2018

2,340

4,821

134

—

469

436

5

24

8,229

Individually evaluated for impairment

489

243

38

—

—

—

—

—

770

Ending balance:

collectively evaluated for impairment

$
1,851

$
4,578

$
96

$
—

$
469

$
436

$
5

$
24

$
7,459

Loans receivables:

Ending balance

$
269,150

$
812,822

$
145,368

$
132

$
255,386

$
73,849

$
10,579

$
—

$
1,567,286

Ending balance: individually evaluated for impairment

4,527

2,890

367

—

832

25

—

—

8,641

Ending balance: acquired with credit deterioration

28

1,456

—

—

1,264

4

—

—

2,752

Ending balance: collectively evaluated for impairment

$
264,595

$
808,476

$
145,001

$
132

$
253,290

$
73,820

$
10,579

$
—

$
1,555,893

~~The recorded investments in troubled debt restructured loans at September 30, 2019 and December 31, 2018 are as follows:~~

Mid Penn entered into forbearance or modification agreements on all loans currently classified as troubled debt restructures and all of these agreements have resulted in additional principal repayment. The terms of these forbearance agreements vary and generally involve modifications from the original loan agreements, including either a reduction in the amount of principal payments for certain or extended periods, interest rate reductions, and/or the intent for the loan to be repaid as collateral is sold.

Mid Penn’s troubled debt restructured loans at ~~September~~June 30, ~~2019~~2020 totaled ~~$2,391,000~~$948,000 and included ~~$1,894,000 attributable to eight loans among~~ three relationships which were classified as nonaccrual impaired based upon a collateral evaluation in accordance with the guidance on impaired loans. One large relationship accounted for $1,423,000 of the total $1,894,000 of these nonaccrual impaired troubled debt restructured loans. The remaining troubled debt restructurings were three loans totaling $497,000 representing accruing impaired residential mortgage loans to unrelated borrowers in compliance with the terms of the ~~modification.~~

~~Mid Penn’s~~modifications totaling $477,000. The remaining $471,000 of troubled debt ~~restructured loans at December 31, 2018 totaled $7,020,000, and included $6,503,000~~restructurings was attributable to ~~ten~~seven loans among five relationships which were classified as nonaccrual impaired based upon a collateral evaluation in accordance with the guidance on impaired loans. ~~Two large relationships accounted for $5,463,000~~The balance of ~~the total $6,503,000 in~~ nonaccrual impaired troubled debt restructured ~~loans. The remaining four~~ loans ~~totaling $517,000 represented accruing impaired~~as of June 30, 2020 was comprised of $420,000 in commercial real estate loans ~~to unrelated~~amongst two borrowers, ~~in compliance with the terms of the modification, with three loans being accruing impaired~~one commercial real estate construction loan for $32,000, one residential ~~mortgages to unrelated borrowers totaling $516,000~~mortgage loan for $11,000, and one commercial and industrial loan ~~being an accruing impaired home equity loan of $1,000.~~for $7,000. As of ~~December 31, 2018,~~June 30, 2020, there were no0 defaulted troubled debt restructured loans, as all troubled debt restructured loans were current with respect to their associated forbearance agreements. There were also no defaults on troubled debt restructured loans within twelve months of restructure during ~~2018.~~2020.

~~The decrease in the troubled debt restructured loan balance when comparing September 30, 2019 to December 31, 2018 was largely due to the successful workout of~~ tw~~o nonaccrual~~Mid Penn’s troubled debt restructured loans at December 31, 2019 totaled $2,238,000, and included three accruing impaired residential mortgage loans to unrelated borrowers in compliance with the terms of the modifications totaling ~~$4,572,000 during~~$490,000. The remaining $1,748,000 of troubled debt restructurings was attributable to eight loans among five relationships which were classified as nonaccrual impaired based upon a collateral evaluation in accordance with the ~~nine months ended September 30, 2019. There~~guidance on impaired loans. One large relationship accounted for $1,252,000 of the total $1,748,000 in nonaccrual impaired troubled debt restructured loans. As of December 31, 2019, there were no0 defaulted troubled debt restructured loans, added during the three or nine months ended September 30, 2019 or 2018. As a result of management evaluations at September 30, 2019, September 30, 2018, and December 31, 2018, management believes that any necessary specific allocations or charge-offs were taken as ~~appropriate. There were no charge-offs associated with existing troubled debt restructured loan relationships for the three or nine months ended September 30, 2019 or 2018. There were no~~all troubled debt restructured loans ~~that defaulted~~were current with respect to their associated forbearance agreements. There were also no defaults on troubled debt restructured loans within twelve months of restructure during 2019.

The recorded investments in troubled debt restructured loans at June 30, 2020 and December 31, 2019 are as follows:

The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act provided that qualifying short-term modifications made in response to COVID-19 do not need to be accounted for as troubled debt restructurings. The federal financial institution regulatory agencies, in consultation with state financial regulators, affirmed the CARES Act provisions in a revised interagency statement issued on April 7, 2020. As of June 30, 2020, Mid Penn had provided loan modifications meeting the CARES Act qualifications to 1,019 borrowers with aggregate loans outstanding of $444,886,000. Depending upon the specific needs and circumstances affecting each borrower, the majority of these modifications range from deferrals of both principal and interest payments for three to six months, or ~~nine months ended September 30, 2019~~borrowers reverting to interest-only payments for a period of three to six months. Interest will continue to accrue on loans modified under the CARES Act during the deferral period. Mid Penn remains in communication with each of these borrowers to assess the ongoing credit status of the borrowers, and ~~2018.~~may make further adjustments to a borrower’s modification at some future time if warranted for the specific situation.

The following tables provide activity for the accretable yield of acquired impaired loans from the Phoenix Bancorp, Inc. (March 2015), Scottdale (January 2018), and First Priority (July 2018) acquisitions for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

(Dollars in thousands)
	Three Months Ended September 30,						Three Months Ended June 30,
	2019			2018			2020			2019
Accretable yield, beginning of period	$	197		$	300		$	72		$	254
Acquisition of impaired loans		—			125
Accretable yield amortized to interest income		(55	)		(61	)		(16	)		(57	)
Accretable yield, end of period	$	142		$	364		$	56		$	197

(Dollars in thousands)							Six Months Ended June 30,
	Nine Months Ended September 30,						2020			2019
	2019			2018
Accretable yield, beginning of period	$	309		$	67		$	89		$	309
Acquisition of impaired loans		—			430
Accretable yield amortized to interest income		(167	)		(133	)		(33	)		(112	)
Accretable yield, end of period	$	142		$	364		$	56		$	197

As of September 30, 2019, bank premises and equipment held for sale totaled $1,274,000 and consisted of the land and facility for one full service retail banking property. These assets were classified as held for sale due to both (i) Mid Penn’s intent to sell the existing retail office building and land upon relocation of the full service branch staff and operations to a nearby leased facility, and (ii) satisfaction of all the criteria for held-for-sale presentation as stated in ASC 360, ~~Property, Plant, and Equipment~~. An impairment charge of $105,000 to adjust the carrying value of the property to reflect the lower of cost or market value was recorded in the first quarter of 2019 and is reflected in the results for the nine month period ended September 30, 2019. The impairment charge is included in other expenses on the Consolidated Statements of Income. The Bank had executed an agreement to sell the property with settlement to occur prior to September 30, 2019. During the third quarter of 2019, the Bank extended the agreement to sell the property with settlement to occur prior to December 31, 2019.

On January 1, 2019, Mid Penn adopted ASU No. 2016-02, ~~“Leases”~~Leases (Topic 842), and all subsequent ASUs that modified Topic 842, which primarily affected the accounting treatment for operating lease agreements in which Mid Penn is the lessee. As of the January 1, 2019 adoption date, Mid Penn leased twenty-four branch locations under non-cancelable operating leases, which expire at various dates through the year ending December 31, 2035. Three of Mid Penn’s operating leases are with related parties. Subsequent to the adoption of Topic 842, Mid Penn entered into a lease agreement for one facility under a non-cancelable finance lease, which commenced March 1, 2019 and expires February 28, 2039.

In 2016, Mid Penn entered into two subleasing agreements with unrelated parties on one of its properties under an operating lease. Both subleases included escalation clauses. The first sublease agreement began on April 1, 2016, while the second sublease began on July 1, 2016. One sublease was terminated during the first quarter of 2019 due to the bankruptcy of the tenant. The remaining sublease ends on March 31, 2021.

Operating and finance lease right-of-use assets, as well as operating lease liabilities, are presented as separate line items on the Consolidated Balance Sheet, while finance lease liabilities are classified as a component of ~~long term~~long-term debt. Mid Penn has elected not to include short-term leases (i.e., leases with initial terms of twelve months or less) or equipment leases (deemed immaterial) on the Consolidated Balance Sheet.

There were no0 sale and leaseback transactions, or leveraged leases, or leases that had not commenced as of ~~September~~June 30, 2019. During the third quarter of 2019, the Bank entered into a lease agreement for a new branch location commencing on October 1, 2019 and amended a previously existing lease agreement to extend the term of the original lease with the new lease term commencing November 1, 2019.2020.

Below is a summary of the operating and finance lease right-of-use assets and related lease liabilities, as well as the weighted average lease term (in years) and weighted average discount rate for each of the lease classifications as of ~~September~~June 30, 2020 and December 31, 2019.

(Dollars in thousands)	September 30, 2019						June 30, 2020						December 31, 2019
	Operating Leases			Finance Lease			Operating Leases			Finance Lease			Operating Leases			Finance Lease
Right of use asset	$	10,416		$	3,492		$	10,587		$	3,357		$	11,442		$	3,447
Lease liability	$	11,534		$	3,571		$	11,643		$	3,509		$	12,544		$	3,551
Weighted average remaining lease term (in years)		9.17			19.42			8.44			18.67			8.64			19.17
Weighted average discount rate		3.43	%		3.81	%		3.34	%		3.81	%		3.33	%		3.81	%

A summary of lease costs during the three and ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 are presented below. Interest expense on finance lease liabilities is included in other interest expense, while all other lease costs are included in occupancy expense on Mid Penn’s Consolidated Statements of Income.

(Dollars in thousands)	Three Months Ended			Nine Months Ended				Three Months Ended						Six Months Ended
	September 30, 2019			September 30, 2019			��	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Finance lease cost:
Amortization of right-of-use asset	$	45		$	105			$	45		$	45		$	90		$	60
Interest expense on lease liability		34			80				33			35			67			46
Total finance lease cost		79			185				78			80			157			106
Operating lease cost		515			1,545				505			515			1,033			1,030
Short-term lease cost		—			—
Short-term and equipment lease cost									12			3			21			31
Variable lease cost		—			—				—			—			—			—
Sublease income		(6	)		(18	)			(4	)		(7	)		(10	)		(12	)
Total lease costs	$	588		$	1,712			$	591		$	591		$	1,201		$	1,155

A summary of cash paid for amounts included in the measurement of lease liabilities is presented below.

(Dollars in thousands)	Nine Months Ended		Six Months Ended
	September 30, 2019		June 30, 2020		June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	80	$	67	$	46
Operating cash flows from operating leases		1,633		1,064		1,087
Financing cash flows from finance leases		26		41		6

A maturity analysis of operating and finance lease liabilities and a reconciliation of the undiscounted cash flows to the total operating and finance lease liability amounts is presented below.

The following summary reflects the future minimum rental payments by year under Mid Penn’s operating leases as of December 31, 2018, including a breakdown of the sublease rental income and future minimum payments owned to related parties.

The fair value, notional amount, and collateral posted related to loan-level interest rate swaps are presented below.

The gross amounts of commercial loan swap derivatives, the amounts offset and the carrying values in the Consolidated Balance Sheets, and the collateral pledged to support such agreements are presented below.

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This guidance provides additional information on determining when the volume and level of activity for the asset or liability has significantly decreased. ~~The guidance also includes information~~Information on identifying circumstances when a transaction may not be considered ~~orderly.~~orderly is also included within the guidance.

Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with the fair value measurement and disclosure guidance.

This guidance clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

Inputs to valuation techniques refer to the assumptions that market participants would use in measuring the fair value of an asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own belief about the assumptions market participants would use in pricing the asset or liability based upon the best information available in the circumstances. Fair value measurement and disclosure guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. An asset’s or liability’s placement in the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement or disclosure. The fair value hierarchy is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 Inputs - Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

There were no transfers of assets between fair value Level 1 and Level 2 during the ~~nine~~six months ended ~~September~~June 30, ~~2019 or 2018.~~2020 and 2019.

The following tables illustrate the assets measured at fair value on a recurring basis segregated by hierarchy fair value levels.

			Fair value measurements at September 30, 2019 using:								Fair value measurements at June 30, 2020 using:
(Dollars in thousands)	Total carrying value at		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Total carrying value at		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
Assets:	September 30, 2019		(Level 1)		(Level 2)		(Level 3)		June 30, 2020		(Level 1)		(Level 2)		(Level 3)
Available-for-sale securities:
U.S. Treasury and U.S. government agencies	$	32,533	$	—	$	32,533	$	—
Mortgage-backed U.S. government agencies		16,511		—		16,511		—	$	2	$	—	$	2	$	—
State and political subdivision obligations		1,055		—		1,055		—		7,050		—		7,050		—
Corporate debt securities		2,320		—		2,320		—		16,440		—		16,440		—
Other assets:
Equity securities		509		509		—		—		518		518		—		—
Interest rate swap agreements										239		—		239		—
Total	$	52,928	$	509	$	52,419	$	—	$	24,249	$	518	$	23,731	$	—

			Fair value measurements at December 31, 2018 using:								Fair value measurements at December 31, 2019 using:
(Dollars in thousands)	Total carrying value at		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Total carrying value at		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
Assets:	December 31, 2018		(Level 1)		(Level 2)		(Level 3)		December 31, 2019		(Level 1)		(Level 2)		(Level 3)
Available-for-sale securities:
U.S. Treasury and U.S. government agencies	$	41,572	$	—	$	41,572	$	—
U.S. government agencies									$	22,830	$	—	$	22,830	$	—
Mortgage-backed U.S. government agencies		38,849		—		38,849		—		12,890		—		12,890		—
State and political subdivision obligations		29,256		—		29,256		—		30		—		30		—
Corporate debt securities		2,246		—		2,246		—		1,259		—		1,259		—
Other assets:
Equity securities		492		492		—		—		507		507		—		—
Total	$	112,415	$	492	$	111,923	$	—	$	37,516	$	507	$	37,009	$	—

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The following tables illustrate the assets measured at fair value on a nonrecurring basis segregated by hierarchy fair value levels.

			Fair value measurements at September 30, 2019 using:								Fair value measurements at June 30, 2020 using:
(Dollars in thousands)	Total carrying value at		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Total carrying value at		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
Assets:	September 30, 2019		(Level 1)		(Level 2)		(Level 3)		June 30, 2020		(Level 1)		(Level 2)		(Level 3)
Impaired Loans	$	879	$	—	$	—	$	879	$	812	$	—	$	—	$	812
Bank Premises and Equipment Held for Sale		1,274		—		—		1,274
Foreclosed Assets Held for Sale		130		—		—		130

			Fair value measurements at December 31, 2018 using:								Fair value measurements at December 31, 2019 using:
(Dollars in thousands)	Total carrying value at		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Total carrying value at		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
Assets:	December 31, 2018		(Level 1)		(Level 2)		(Level 3)		December 31, 2019		(Level 1)		(Level 2)		(Level 3)
Impaired Loans	$	4,935	$	—	$	—	$	4,935	$	271	$	—	$	—	$	271
Foreclosed Assets Held for Sale		581		—		—		581		122		—		—		122

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Mid Penn has utilized Level 3 inputs to determine the fair value.

(Dollars in thousands)

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2018

Fair Value Estimate

Valuation Technique

Unobservable Input

Range

Weighted Average

December 31, 2019

Fair Value Estimate

Valuation Technique

Unobservable Input

Range

Weighted Average

Impaired Loans

4,935

Appraisal of collateral (a), (b)

Appraisal adjustments (b)

26% - 100%

40%

271

Appraisal of collateral (a), (b)

Appraisal adjustments (b)

26% - 85%

36%

Foreclosed Assets Held for Sale

581

Appraisal of collateral (a), (b)

Appraisal adjustments (b)

17% - 17%

17%

122

Appraisal of collateral (a), (b)

Appraisal adjustments (b)

8% - 27%

16%

There were no changes in unrealized gains and losses included in other comprehensive income for the six months ended June 30, 2020 related to Level 3 recurring fair value measurements as Mid Penn has no assets measured at fair value on a Level 3 recurring basis.

Mid Penn uses the following methodologies and assumptions to estimate the fair value of certain assets and liabilities.

The fair value of securities classified as available for sale is determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing ~~(level~~(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, relying on the securities’ relationship to other benchmark quoted prices.

Interest rate swap agreements are measured by alternative pricing sources with reasonable levels of price transparency in markets that are not active. Based on the complex nature of interest rate swap agreements, the markets these instruments trade in are not as efficient and are less liquid than that of the more mature Level 1 markets. These markets do however have comparable, observable inputs in which an alternative pricing source values these assets in order to arrive at a fair market value. These characteristics classify interest rate swap agreements as Level 2.

Impaired Loans (included in “Net Loans and Leases” in the following tables):

All performing troubled debt restructured loans and loans classified as nonaccrual are deemed to be impaired, and all of these loans are considered collateral dependent; therefore, all of Mid Penn’s impaired loans, whether reporting a specific allowance allocation or not, are considered collateral dependent.

It is Mid Penn’s policy to obtain updated ~~third party~~third-party valuations on all impaired loans collateralized by real estate within 30 days of the credit being classified as substandard nonaccrual. Prior to receipt of the updated real estate valuation, Mid Penn will use existing real estate valuations to determine any potential allowance for loan loss issues, and will update the allowance impact calculation upon receipt of the updated real estate valuation.

In some instances, Mid Penn is not holding real estate as collateral and is relying on business assets (personal property) for repayment. In these circumstances a collateral inspection is performed by Mid Penn personnel to determine an estimated value. The value is based on net book value, as provided by the financial statements, and discounted accordingly based on determinations made by management. Occasionally, Mid Penn will employ an outside service to provide a fair estimate of value based on auction sales or private sales. Management reviews the estimates of these third parties and discounts them accordingly based on management’s judgment, if deemed necessary. Mid Penn considers the estimates used in its impairment analysis to be Level 3 inputs.

Mid Penn actively monitors the values of collateral on impaired loans. This monitoring may require the modification of collateral values, either in a positive or negative way, due to the passage of time or some other change in one or more valuation inputs. Collateral values for impaired loans will be reassessed by management at least every 12 months for possible revaluation by an independent third party.

Certain assets included in foreclosed assets held for sale are carried at fair value and accordingly is presented as measured on a non-recurring basis. Values are estimated using Level 3 inputs, based on appraisals that consider the sales prices of property in the proximate vicinity.

The following table summarizes the carrying value and fair value of financial instruments at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

(Dollars in thousands)	September 30, 2019				December 31, 2018				June 30, 2020				December 31, 2019
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value		Value		Value		Value		Value
Financial assets:
Cash and cash equivalents	$	160,879	$	160,879	$	40,065	$	40,065	$	143,755	$	143,755	$	139,030	$	139,030
Available-for-sale investment securities		52,419		52,419		111,923		111,923		23,492		23,492		37,009		37,009
Held-to-maturity investment securities		170,472		173,722		168,370		166,582		135,387		139,491		136,477		137,476
Equity securities		509		509		492		492		518		518		507		507
Loans held for sale		7,115		7,115		1,702		1,702		21,812		22,120		8,422		8,630
Net loans and leases		1,701,118		1,738,201		1,615,670		1,622,287		2,434,698		2,522,315		1,753,241		1,789,402
Restricted investment in bank stocks		6,105		6,105		6,646		6,646		7,079		7,079		4,902		4,902
Accrued interest receivable		8,414		8,414		8,244		8,244		12,743		12,743		2,810		2,810
Interest rate swap agreements										239		239		—		—

Financial liabilities:
Deposits	$	1,890,093		1,894,019	$	1,726,026	$	1,725,674	$	2,326,313		2,336,221	$	1,912,394	$	1,916,624
Short-term borrowings		12,000		12,000		43,100		43,100		203,937		203,937		—		—
Long-term debt (a)		59,400		54,330		48,024		44,585		81,773		81,686		29,352		30,216
Subordinated debt		27,067		25,304		27,082		24,881		42,009		40,439		27,070		25,273
Accrued interest payable		2,823		2,823		2,262		2,262		2,590		2,590		2,208		2,208

The Bank’s outstanding and unfunded credit commitments and financial standby letters of credit were deemed to have no significant fair value as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of Mid Penn’s financial instruments as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018.~~2019. Carrying values approximate fair values for cash and cash equivalents, ~~interest-bearing time balances with other financial institutions, loans held for sale,~~ restricted investment in bank stocks, ~~mortgage servicing rights,~~ accrued interest receivable and payable, and short-term borrowings. Other than cash and cash equivalents, which are considered Level 1 Inputs and mortgage servicing rights, which are Level 3 Inputs, these instruments are Level 2 Inputs. These tables exclude financial instruments for which the carrying amount approximates fair value, not previously disclosed.

					Fair Value Measurements										Fair Value Measurements
					Quoted Prices										Quoted Prices
					in Active Markets				Significant						in Active Markets				Significant
(Dollars in thousands)					for Identical Assets		Significant Other		Unobservable						for Identical Assets		Significant Other		Unobservable
	Carrying				or Liabilities		Observable Inputs		Inputs		Carrying				or Liabilities		Observable Inputs		Inputs
September 30, 2019	Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2020											Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial instruments - assets
Held-to-maturity investment securities	$	170,472	$	173,722	$	—	$	173,722	$	—	$	135,387	$	139,491	$	—	$	139,491	$	—
Loans held for sale												21,812		22,120		—		22,120		—
Net loans and leases		1,701,118		1,738,201		—		—		1,738,201		2,434,698		2,522,315		—		—		2,522,315

Financial instruments - liabilities
Deposits	$	1,890,093	$	1,894,019	$	—	$	1,894,019	$	—	$	2,326,313	$	2,336,221	$	—	$	2,336,221	$	—
Long-term debt (a)		59,400		54,330		—		54,330		—		81,773		81,686		—		81,686		—
Subordinated debt		27,067		25,304		—		25,304		—		42,009		40,439		—		40,439		—

					Fair Value Measurements										Fair Value Measurements
					Quoted Prices										Quoted Prices
					in Active Markets				Significant						in Active Markets				Significant
(Dollars in thousands)					for Identical Assets		Significant Other		Unobservable						for Identical Assets		Significant Other		Unobservable
	Carrying				or Liabilities		Observable Inputs		Inputs		Carrying				or Liabilities		Observable Inputs		Inputs
December 31, 2018	Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
December 31, 2019											Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial instruments - assets
Held-to-maturity investment securities	$	168,370	$	166,582	$	—	$	166,582	$	—	$	136,477	$	137,476	$	—	$	137,476	$	—
Loans held for sale												8,422		8,630		—		8,630		—
Net loans and leases		1,615,670		1,622,287		—		—		1,622,287		1,753,241		1,789,402		—		—		1,789,402

Financial instruments - liabilities
Deposits	$	1,726,026	$	1,725,674	$	—	$	1,725,674	$	—	$	1,912,394	$	1,916,624	$	—	$	1,916,624	$	—
Long-term debt		48,024		44,585		—		44,585		—
Long-term debt (a)												29,352		30,216		—		30,216		—
Subordinated debt		27,082		24,881		—		24,881		—		27,070		25,273		—		25,273		—

In the normal course of business, Mid Penn makes various commitments and incurs certain contingent liabilities which are not reflected in the accompanying consolidated financial statements. The commitments include various guarantees and commitments to extend credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Mid Penn evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the customer. Standby letters of credit and financial guarantees written are conditional commitments to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Mid Penn had ~~$27,757,000~~$28,589,000 and ~~$20,839,000~~$26,574,000 of standby letters of credit outstanding as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Mid Penn does not anticipate any losses because of these transactions. The amount of the liability as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 for payment under standby letters of credit issued was not material.

~~During the second quarter of 2018,~~ Mid Penn ~~entered into~~also has a ~~commitment to purchase an additional~~ limited partnership interest in a low-income housing project to construct ~~thirty-seven~~NaN apartments and common amenities in Dauphin County, Pennsylvania. The total investment in this limited partnership, net of amortization, was $7,061,000 and $7,249,000 on June 30, 2020 and December 31, 2019, respectively, and was included in the reported balance of other assets on the Consolidated Balance Sheet. All of the units are intended to qualify for Federal Low-Income Housing Tax Credits (“LIHTCs”) as provided for in Section 42 of the Internal Revenue Code of 1986, as amended. Mid Penn’s limited partner capital contribution commitment is ~~$7,579,000, which will be~~$7,579,000. Investments made to date, and future payments under this commitment are paid in installments over the course of construction of the low-income housing facilities. Each installment payment is conditional upon both Mid Penn’s review and approval of the installment payment certificate and continued compliance with the terms of the original partnership agreement. The investment in the limited partnership ~~will be~~is reported in other assets on the Consolidated Balance Sheet and ~~will be~~is being amortized over a ~~ten year~~ten-year period ~~once~~as the facilities ~~become~~became operational and ~~begin~~began to be ~~occupied.~~occupied beginning in December 2019. The project has been conditionally awarded $861,000 in annual LIHTCs by the Pennsylvania Housing Finance Agency, with a total anticipated LIHTC amount of $8,613,000 to be awarded to Mid Penn over the ~~ten year~~ten-year amortization period. Mid Penn’s commitment to initiate investments in the limited partnership interest was conditional upon (i) the review and approval of all closing documents, (ii) an opinion letter for tax counsel to the Partnership that the project qualifies for the LIHTCs, and (iii) review and approval by Mid Penn of other documents it deemed necessary. All such initial conditions were satisfied and Mid Penn began funding the investment during ~~2018. The total~~2018 and the investment is expected to be fully funded in ~~this limited partnership~~2020. Mid Penn recognizes the related amortization and tax credits using the cost amortization method over a ten-year period.

As of June 30, 2020, Mid Penn had received $20,329,000 of nonrefundable loan processing fees related to the loans disbursed as a result of the SBA’s Paycheck Protection Program (“PPP”) created when the CARES Act was ~~$5,810,000~~signed into law on March 27, 2020. These fees are offset against loan origination costs, and ~~$1,710,000~~are deferred in accordance with FASB ASC 310-20, Receivables—Nonrefundable Fees and Other Costs and will be amortized to interest and fees on ~~September 30, 2019~~loans and ~~December 31, 2018, respectively, and was included in the reported balance of other assets~~leases on the Consolidated ~~Balance Sheet.~~Statements of Income over the life of the loan.

The processing fees received from the SBA for administering the application for, and disbursing of, the PPP loans may be subject to clawback (or if the SBA has not yet paid the fee, the fee may not be paid), after full disbursement of a PPP loan if (i) the PPP loan is cancelled or voluntarily terminated and repaid after disbursement but before the borrower certification safe harbor date, (ii) the PPP loan is cancelled, terminated, or repaid after disbursement (and after the borrower certification safe harbor date) because the SBA conducted a loan review and determined that the borrower was ineligible for a PPP loan, or (iii) the lender has not fulfilled its obligations under the PPP regulations.

As of June 30, 2020, Mid Penn is not aware of any PPP loans outstanding, or for which fees have been received from the SBA, that have been cancelled, terminated, or repaid due to a borrower being determined to be ineligible for a PPP loan.

Mid Penn is subject to lawsuits and claims arising out of its normal conduct of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial condition of Mid Penn.

Short-term borrowings generally consist of federal funds purchased and advances from the FHLB with an original maturity of less than a year. Federal funds purchased from correspondent banks mature in one business day and reprice daily based on the Federal Funds rate. Advances from the FHLB are collateralized by our investment in the common stock of the FHLB and by a blanket lien on selected loan receivables comprised principally of real estate secured loans within the Bank’s portfolio totaling $1,168,684,000 at June 30, 2020. The Bank had short-term borrowing capacity from the FHLB up to the Bank’s unused borrowing capacity of $814,982,000 at June 30, 2020 upon satisfaction of any stock purchase requirements of the FHLB. NaN draws were outstanding on short-term FHLB or correspondent bank borrowings as of June 30, 2020 and December 31, 2019.

The Bank also has unused overnight lines of credit with other correspondent banks amounting to $35,000,000 at June 30, 2020. NaN draws have been made on these lines of credit and on June 30, 2020 and December 31, 2019, the balance was 0.

The entire balance of short-term borrowings of $203,937,000 at June 30, 2020 consisted of funding obtained from the Federal Reserve through the Paycheck Protection Program Liquidity Facility (“PPPLF”). The PPPLF allows banks to pledge PPP loans as collateral to borrow funds for up to a term of two years (to match the term of the respective PPP loans) at an interest rate of 0.35%. Draws of PPPLF funds must be repaid to the Federal Reserve immediately after the specific PPP loans collateralizing the related draws are repaid to the Bank. Mid Penn had 0 short-term PPPLF borrowings as of December 31, 2019.

As a member of the FHLB, the Bank can access a number of credit products which are utilized to provide liquidity. As of June 30, 2020, and December 31, 2019, the Bank had long-term debt outstanding in the amount of $85,282,000 and $32,903,000, respectively, consisting of FHLB fixed rate instruments, and a finance lease obligation executed during the first quarter of 2019.

The FHLB fixed rate instruments are secured under the terms of a blanket collateral agreement with the FHLB consisting of FHLB stock and qualifying Mid Penn loan receivables, principally real estate secured loans. Mid Penn also obtains letters of credit from the FHLB to secure certain public fund deposits of municipality and school district customers who agree to use of the FHLB letters of credit. These FHLB letter of credit commitments totaled $212,401,000 as of June 30, 2020 and $169,051,000 as of December 31, 2019.

The following table presents a summary of long-term debt as of June 30, 2020 and December 31, 2019.

Mid Penn prepaid $17,500,000 of FHLB fixed rate instruments originally due in 2020 and recognized prepayment penalties of $76,000 for the three months ended June 30, 2020, and $139,000 for the six months ended June 30, 2020. Prepayment penalties are included in other expenses on the Consolidated Statement of Income. NaN prepayment penalties were recognized during the three and six months ended June 30, 2019.

On March 20, 2020, Mid Penn entered into agreements with accredited investors who purchased $15,000,000 aggregate principal amount of Mid Penn Subordinated Notes due 2030 (the “2020 Notes”). The 2020 Notes are intended to be treated as Tier 2 capital for regulatory capital purposes.

The 2020 Notes bear interest at a rate of 4.0% per year for the first five years and then float at the Wall Street Journal’s Prime Rate, provided that the interest rate applicable to the outstanding principal balance during the period the 2020 Notes are floating will at no time be less than 4.25%. Interest will be payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2020, for the first five years after issuance and will be payable quarterly in arrears thereafter on March 30, June 30, September 30 and December 30. The 2020 Notes will mature on March 30, 2030 and are redeemable in whole or in part, without premium or penalty, at any time on or after March 30, 2025 and prior to March 30, 2030. Additionally, if all or any portion of the 2020 Notes cease to be deemed Tier 2 Capital, Mid Penn may redeem, on any interest payment date, all or part of the 2020 Notes. In the event of a redemption described in the previous sentence, Mid Penn will redeem the 2020 Notes at 100% of the principal amount of the 2020 Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.

Holders of the 2020 Notes may not accelerate the maturity of the 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar event of Mid Penn or Mid Penn Bank, its principal banking subsidiary. Related parties held $1,700,000 of the 2020 Notes as of June 30, 2020.

On July 31, 2018, Mid Penn completed its acquisition of First Priority and assumed $9,500,000 of Subordinated Notes (the “First Priority Notes”). In accordance with purchase accounting principles, the First Priority Notes were assigned a fair value premium of $247,000, which is amortized through interest expense until the maturity date of November 30, 2025. The ~~notes~~First Priority Notes are intended to be treated as Tier 2 capital for regulatory reporting purposes.

The First Priority Notes agreements were entered into by First Priority, on November 13, 2015, with five accredited investors pursuant to which First Priority issued subordinated notes totaling $9,500,000. The First Priority Notes have a maturity date of November 30, 2025, and bear interest at a fixed rate of 7.00% per annum. The First Priority Notes are non-callable for an initial period of five years and include provisions for redemption pricing between 101.5% and 100.5% of the liquidation value if called after five years but prior to the stated maturity date.

On December 19, 2017, Mid Penn entered into agreements with investors to purchase $10,000,000 aggregate principal amount of its Subordinated Notes due 2028 (the “2017 Notes”). The 2017 Notes are intended to be treated as Tier 2 capital for regulatory capital purposes. The offering closed in December 2017.

The 2017 Notes bear interest at a rate of 5.25% per year for the first five years and then float at the Wall Street Journal’s Prime Rate plus 0.50%, provided that the interest rate applicable to the outstanding principal balance will at no ~~times~~time be less than 5.0%. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2018, for the first five years after issuance and will be payable quarterly in arrears thereafter on January 15, April 15, July 15, and October 15. The 2017 Notes will mature on January 1, 2028 and are redeemable in whole or in part, without premium or penalty, at any time on or after December 21, 2022, and prior to January 1, 2028. Additionally, Mid Penn may redeem the 2017 Notes in whole at any time, or in part from time to time, upon at least 30 days’ notice if: (i) a change or prospective change in law occurs that could prevent Mid Penn from deducting interest payable on the 2017 Notes for U.S. federal income tax purposes; (ii) an event occurs that precludes the 2017 Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) Mid Penn becomes required to register as an investment company under the Investment Company Act of 1940, as amended. In the event of a redemption described in the previous sentence, Mid Penn will redeem the 2017 Notes at 100% of the principal amount of the 2017 Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.

Holders of the 2017 Notes may not accelerate the maturity of the 2017 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar event of Mid Penn or Mid Penn Bank, its principal banking subsidiary. Related parties held $1,450,000 of the 2017 Notes as of June 30, 2020 and December 31, 2019.

On December 9, 2015, Mid Penn sold $7,500,000 aggregate principal amount of Subordinated Debt (the “2015 Notes”) due 2025. The 2015 Notes are treated as Tier 2 capital for regulatory capital purposes.

30 days’ notice if: (i) a change or prospective change in law occurs that could prevent Mid Penn from deducting interest payable on the 2015 Notes for U.S. federal income tax purposes; (ii) an event occurs that precludes the 2015 Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) Mid Penn becomes required to register as an investment company under the Investment Company Act of 1940, as amended, in each case at 100% of the principal amount of the 2015 Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.

Holders of the 2015 Notes may not accelerate the maturity of the 2015 Notes, except upon Mid Penn’s or Mid Penn Bank’s bankruptcy, insolvency, liquidation, receivership or similar event. Related parties held $1,930,000 of the 2015 Notes as of June 30, 2020 and December 31, 2019.

ASC Subtopic 835-30, Simplifying the Presentation of Debt Issuance Costs, requires that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability. The unamortized debt issuance costs associated with the 2015 Notes and the 2017 Notes were collectively ~~$119,000~~$84,000 at ~~September~~June 30, ~~2019~~2020 and ~~$143,000~~$103,000 at December 31, ~~2018.~~2019.

Mid Penn has an unfunded noncontributory defined benefit retirement plan for directors. The plan provides defined benefits based on years of service. Mid Penn also sponsors a defined benefit ~~health care~~healthcare plan that provides post-retirement medical benefits and life insurance to qualifying full-time employees. These ~~health care~~healthcare and life insurance plans are noncontributory and each plan uses a December 31 measurement date.

As a result of the acquisition of Scottdale, Mid Penn has assumed a noncontributory defined benefit pension plan covering certain former employees of Scottdale. Mid Penn ~~contributed $600,000~~estimates that it will contribute $200,000 to the defined benefit pension plan during ~~the three and nine months ended September 30, 2019.~~2020. A December 31 measurement date for the plan is used.

The components of net periodic benefit costs from these defined benefit plans are as follows:

	Three Months Ended September 30,												Three Months Ended June 30,
(Dollars in thousands)	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	2019			2018			2019			2018			2020			2019			2020			2019
Service cost	$	36		$	82		$	-		$	1		$	45		$	36		$	1		$	1
Interest cost		65			107			5			4			60			65			6			4
Expected return on plan assets		(63	)		(106	)		—			—			(68	)		(63	)		—			—
Amortization (accretion) of prior service cost		—			4			(5	)		(5	)
Amortization of net (gain) or loss		(15	)		—			(1	)		—
Settlement gain		—			(117	)		—			—
Net periodic benefit (income) expense	$	23		$	(30	)	$	(1	)	$	—
Accretion of prior service cost														—			—			(5	)		(5	)
Amortization of net gain														—			(15	)		—			(1	)
Settlement loss (gain)														22			(37	)		—			—
Net periodic benefit expense (income)													$	59		$	(14	)	$	2		$	(1	)



	Nine Months Ended September 30,												Six Months Ended June 30,
(Dollars in thousands)	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	2019			2018			2019			2018			2020			2019			2020			2019
Service cost	$	107		$	242		$	2		$	3		$	64		$	72		$	1		$	2
Interest cost		194			322			13			13			105			129			6			8
Expected return on plan assets		(190	)		(317	)		—			—			(136	)		(127	)		—			—
Amortization (accretion) of prior service cost		—			13			(15	)		(15	)
Amortization of net (gain) or loss		(44	)		—			(3	)		—
Settlement gain		(37	)		(497	)		—			—
Accretion of prior service cost														—			—			(10	)		(10	)
Amortization of net gain														—			(30	)		—			(2	)
Settlement loss (gain)														22			(37	)		—			—
Net periodic benefit expense (income)	$	30		$	(237	)	$	(3	)	$	1		$	55		$	7		$	(3	)	$	(2	)

Service costs are reported as a component of salaries and employee benefits on the Consolidated Statements of Income, while interest costs, expected return on plan assets, amortization (accretion) of prior service cost, and amortization of (gain) loss are reported as a component of other income.

During the first quarter of 2020, Mid Penn announced the adoption of a treasury stock repurchase program authorizing the repurchase of up to $15,000,000 of Mid Penn’s outstanding common stock, which represents approximately 9.6% of the issued shares based on Mid Penn’s closing stock price and shares issued as of June 30, 2020. Under the treasury stock purchase program, Mid Penn may conduct repurchases of its common stock through open market transactions (which may be by means of a trading plan adopted under SEC Rule 10b5-1) or in privately negotiated transactions. Repurchases under the program are made at the discretion of management and are subject to market conditions and other factors. There is no guarantee as to the exact number of shares that Mid Penn may repurchase. The repurchase plan became effective March 19, 2020 and is authorized to continue through March 19, 2021, unless otherwise extended by Mid Penn’s Board of Directors.

~~In accordance with~~The repurchase plan may be modified, suspended or terminated at any time, in Mid Penn’s discretion, based upon a number of factors, including liquidity, market conditions, the ~~terms~~availability of alternative investment opportunities and ~~conditions of the Agreement and Plan of Merger dated January 16, 2018 between~~other factors Mid Penn and First Priority (the “Merger Agreement”), each share of First Priority Fixed Rate Cumulative Perpetual Preferred Stock, Series C (the “First Priority Preferred Stock”) outstanding as of July 31, 2018 was converted into the right to receive one share ofdeems appropriate. The repurchase program does not obligate Mid Penn Fixed Rate Cumulative Perpetual Preferred Stock, Series D, having a $1,000 liquidation preference per share (the “Mid Penn Preferred Stock”). In connection with the Merger, Mid Penn issued 3,404 shares of Mid Penn Preferred Stock totaling $3,404,000.to repurchase any shares.

~~The terms~~As of ~~the~~June 30, 2020, Mid Penn ~~Preferred Stock were no less favorable than those~~had repurchased 80,523 shares of common stock at an average price of $19.37 per share under the ~~First Priority Preferred Stock as in effect immediately prior~~treasury stock repurchase program.

At the May 14, 2019 annual shareholder meeting, Mid Penn shareholders approved an amendment to the ~~Merger. Dividends were payable quarterly on February 15, May 15, August 15 and November 15~~Articles of ~~each year. The dividend rate on~~Incorporation to increase the ~~Mid Penn Preferred Stock was fixed at 9%. For the three and nine months ended September 30, 2018, Mid Penn accrued $38,000~~number of ~~Mid Penn Preferred Stock dividends which were subsequently paid on November 15, 2018.~~authorized shares of common stock from 10,000,000 shares to 20,000,000 shares.

~~During the fourth quarter of 2018, the Federal Reserve Bank approved Mid Penn’s request to redeem all 3,404 shares of the Mid Penn Preferred~~Restricted Stock at the $1,000 liquidation value. The redemption of the $3,404,000 of the Mid Penn Preferred Stock was completed and final preferred stock dividend payments were made on December 14, 2018. Accordingly, no preferred stock was outstanding at either December 31, 2018 or September 30, 2019, and no preferred stock dividends were paid during the first nine months of 2019.Plan

On May 6, 2014, Mid Penn shareholders approved the 2014 Restricted Stock Plan (the “Plan”), which authorizes the issuance of awards that shall not exceed, in the aggregate, 100,000 shares of common stock. Awards under the Plan are limited to employees and directors of the ~~Company,~~Corporation, and the recipients are selected by the Compensation Committee of the Board of Directors, to advance the best interest of Mid Penn and its shareholders.

Share-based compensation expense relating to restricted stock is recognized on a straight-line basis over the vesting periods of the awards and is a component of salaries and benefits expense. As of ~~September~~June 30, ~~2019,~~2020, a total of 57,655 restricted shares were granted under the Plan, of which ~~2,346~~2,446 shares were forfeited and available for reissuance, ~~27,270~~27,271 shares were vested, and the remaining ~~28,039~~27,938 shares were unvested. ~~No shares were forfeited during the nine months ended September 30, 2019, while 490~~NaN hundred shares were forfeited due to a voluntary termination of an employee during the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2020, while 0 shares were forfeited during the six months ended June 30, 2019. The Plan shares granted and vested resulted in ~~$90,000~~$96,000 in share-based compensation expense for the three months ended ~~September~~June 30, ~~2019,~~2020, while ~~$74,000~~$80,000 of share-based compensation expense was recorded for the three months ended ~~September~~June 30, ~~2018.~~2019. Compensation expense related to the Plan was ~~$250,000 and $187,000~~$192,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018, respectively.~~ $160,000 for the same period in 2019.

ASU ~~2016-02:~~2018-15: The FASB issued ASU ~~2016-02,~~ ~~Leases.~~2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

This ASU requires an entity in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized implementation costs should be presented in the same line item on the balance sheet as amounts prepaid for the hosted service, if any (generally as an “other asset”). The ~~new leases standard applies a right-of-use (“ROU”) model that requires a lessee to record, for all leases with a lease~~capitalized costs will be amortized over the term of ~~more than 12 months, an asset representing its right to use~~ the ~~underlying asset and a liability to make lease payments. For leases~~hosting arrangement, with a term of 12 months or less, a practical expedient is available whereby a lessee may elect, by class of underlying asset, not to recognize an ROU asset or lease liability. At inception, lessees must classify all leases as either finance or operating based on five criteria. Balance sheet recognition of finance and operating leases is similar, but the ~~pattern of~~amortization expense ~~recognition~~being presented in the same income statement line item as the fees paid for the hosted service. ASU 2018-15 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Mid Penn adopted ASU 2018-15 effective January 1, 2020 on a prospective basis. ASU 2018-15 did not have a material impact on the results of operations.

ASU 2018-13: The FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement

This ASU, issued as part of the FASB’s disclosure framework project to improve the effectiveness of disclosures in financial statements, amends the disclosure requirements related to recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures.

As a result of this ASU, several disclosures were removed from Topic 820, including: (i) disclosure of the valuation process for Level 3 fair value measurements, and (ii) amounts of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. However, some additional disclosures are required as a result of this ASU, including the requirement to disclose the changes in unrealized gains and losses included in other comprehensive income for the period related to Level 3 recurring fair value measurements, as well as the ~~effect~~range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Mid Penn adopted ASU 2018-13 effective January 1, 2020 on ~~the statement~~a prospective basis. The adoption of ~~cash flows, differs depending on the lease classification.~~this ASU resulted in disclosure changes only and did not impact Mid Penn’s overall financial condition.

The new leases standard requires a lessor to classify leases as either sales-type, direct financing or operating, similar to existing U.S. GAAP. Classification depends on the same five criteria used by lessees plus certain additional factors. The subsequent accounting treatment for all three lease types is substantially equivalent to existing U.S. GAAP for sales-type leases, direct financing leases, and operating leases. However, the new standard updates certain aspects of the lessor accounting model to align it with the new lessee accounting model, as well as with the new revenue standard under Topic 606.

Lessees and lessors are required to provide certain qualitative and quantitative disclosures to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The new leases standard addresses other considerations including identification of a lease, separating lease and non-lease components of a contract, sale and leaseback transactions, modifications, combining contracts, reassessment of the lease term, and re-measurement of lease payments. It also contains comprehensive implementation guidance with practical examples.

~~On July 30, 2018, the FASB issued ASU 2018-11,~~ ~~Leases (Topic 842): Targeted Improvements,~~ which provides an option to apply the transition provisions of the new standard at the adoption date instead of the earliest comparative period presented. Additionally, the ASU provides a practical expedient permitting lessors to not separate non-lease components from the associated lease component if certain conditions are met.

The amendments for both ASUs are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Specific transition requirements apply.

Mid Penn adopted this standard in the first quarter of 2019 using the option to apply the transition provisions of the new standard at the adoption date instead of the earliest period presented as provided in ASU 2018-11. Additionally, Mid Penn elected to apply all practical expedients as provided in ASU 2016-02, with the exception of the hindsight practical expedient, which was not elected. As a result of the adoption of this standard, effective January 1, 2019, Mid Penn recognized (i) an operating lease ROU asset of $11,661,000, (ii) an operating lease liability of $12,866,000, and (iii) an opening adjustment to retaining earnings of $316,000 to eliminate the remaining balance of the deferred sale/leaseback gain on two retail branch locations which had originally been recorded in 2016. The operating lease liability represents the present value of future payments on twenty-four leased properties within the Mid Penn footprint as of the January 1, 2019 adoption date, while the ROU asset reflects the lease liability, adjusted for deferred/accrued rent balances and the balance of acquisition accounting fair value adjustments of the respective properties as of the adoption date of January 1, 2019.

Subsequent to the adoption of Topic 842, Mid Penn entered into a lease agreement for one facility under a non-cancelable finance lease, which commenced March 1, 2019. As a result of this lease agreement, Mid Penn recognized (i) a finance lease ROU asset of $3,582,000 and (ii) a finance lease liability of $3,601,000 included in the reported amount of long-term debt.

~~The adoption of this standard did not have a material impact on the Consolidated Statements of Income or the Consolidated Statements of Cash Flow. See Note 8 -~~ ~~Leases~~ ~~for more information.~~

~~In March 2019, the FASB issued ASU No. 2019-01,~~ ~~“Leases: Codification Improvements.”~~ This ASU (1) states that for lessors that are not manufacturers or dealers, the fair value of the underlying asset is its cost, less any volume or trade discounts, as long as there is not a significant amount of time between acquisition of the asset and lease commencement; (2) clarifies that lessors in the scope of ASC 842 (such as the Company) must classify principal payments received from sales-type and direct financing leases in investing activities in the statement of cash flows; and (3) clarifies the transition guidance related to certain interim disclosures provided in the year of adoption. To coincide with the adoption of ASU No. 2016-02, the Company elected to early adopt ASU 2019-01 on January 1, 2019. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements.

~~ASU 2018-07:~~ ~~The FASB issued ASU 2018-07,~~ ~~Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting~~

The ASU makes certain changes to the accounting for nonemployee awards to align the accounting for share-based payment awards issued to employees and nonemployees. The changes require that the compensation expense associated with nonemployee equity awards with performance conditions be recognized when the achievement of the performance condition is probable, rather than upon achievement of the performance condition. Additionally, the new ASU requires that equity-classified share-based payment awards issued to nonemployees be measured on the grant date, versus the previous GAAP requirement to re-measure the awards through the performance completion date. The current requirement to reassess the classification (equity or liability) for the nonemployee awards upon vesting will be eliminated.

The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including interim periods.

Mid Penn currently issues restricted stock awards to nonemployee directors through the 2014 Restricted Stock Plan (the “Plan”) as more fully described in Note 14. The single performance condition of the award is that the individual remain a director of Mid Penn through the duration of the vesting period. Mid Penn adopted this standard on January 1, 2019 and the adoption of this ASU did not have a material impact on our consolidated financial statements as the compensation expense related to nonemployee equity awards is immaterial to Mid Penn’s overall financial condition.

ASU 2016-13: The FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial ~~Instruments.~~Instruments, as further amended.

The ASU requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (“CECL”) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument.

The ASU also replaces the current accounting model for purchased credit impaired loans and debt securities. The allowance for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”) should be determined in a similar manner to other financial assets measured on an amortized cost basis. However, upon initial recognition, the allowance is added to the purchase price (“gross up approach”) to determine the initial amortized cost basis. The subsequent accounting for PCD financial assets is the same expected loss model described above.

Further, the ASU made certain targeted amendments to the existing impairment model for available-for-sale debt securities. For an AFS debt security for which there is neither the intent nor a more-likely-than-not requirement to sell, an entity will record credit losses as an allowance rather than a write-down of the amortized cost basis. Certain incremental disclosures are required.

~~In May 2019,~~Subsequently, the FASB issued ASU 2018-19, ASU 2019-04, ASU 2019-05, ~~Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief,~~ ~~which provides transition relief for~~ ASU ~~2016-13 by providing entities with an alternative~~2019-10, and ASU 2019-11 to ~~irrevocably elect~~clarify, improve, or defer the ~~fair value option for eligible financial assets measured at amortized cost upon~~ adoption of ~~the new credit losses standard. For those entities that have not yet adopted ASU 2016-13, the effective dates for adoption of ASU 2019-05 is the same as those in~~ ASU 2016-13.

In October 2019, the FASB issued ASU 2016-13 has tiered effective dates, with early adoption permitted for all entities as of the fiscal year beginning after December 15, 2018. For public business entities that are SEC filers, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021.

~~In July 2019, FASB voted to propose a delay in~~2019-10 which deferred the implementation date of ASU 2016-13 for smaller reporting companies (SRCs) until January 1, 2023. The effective date for larger SEC filers would remain unchanged at January 1, 2020. ~~In October 2019, FASB approved and finalized the delay of the implementation date for SRCs as proposed.~~ Mid Penn ~~is considered a~~qualifies as an SRC as of the most recent measurement date of June 30, 2019; therefore, ~~pending release of this ASU, the approval of this deferral results in~~ Mid Penn ~~delaying~~has chosen to delay the adoption of ASU ~~2016-13 by three years from January 1, 2020 to January 1, 2023. Mid Penn will continue to monitor our status as an SRC through the January 1, 2023 adoption date.~~2016-13.

Mid Penn is currently evaluating the details of this ASU and the impact the guidance will have on Mid Penn’s consolidated financial statements. Mid Penn expects that it is possible that the ASU may result in an increase in the allowance for credit losses resulting from the change to expected losses for the estimated life of the financial asset, including an allowance for debt securities. The amount of the change in the allowance for credit losses, if any, resulting from the new guidance will be impacted by the portfolio composition and asset quality at the adoption date, as well as economic conditions and forecasts at the time of adoption. Mid Penn will continue to collect the required data elements needed to perform the calculation in advance of the January 1, 2023 adoption date.

~~ASU 2018-13:~~ ~~The FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement~~

~~The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted.~~

As a result of this ASU, several disclosures were removed from Topic 820, including: (i) disclosure of the valuation process for Level 3 fair value measurements, and (ii) amounts of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. However, some additional disclosures will be required as a result of this ASU, including the requirement to disclose the changes in unrealized gains and losses included in other comprehensive income for the period related to Level 3 recurring fair value measurements, as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Mid Penn is currently evaluating the impact of this ASU on our current disclosures. The adoption of this standard will result in disclosure changes only and will not impact Mid Penn’s overall financial condition.

ASU 2018-14: The FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans

This ASU, issued as part of the FASB’s disclosure framework project to improve the effectiveness of disclosures in financial statements, amends the disclosure requirements related to defined benefit pension and other postretirement plans by removing and adding certain disclosures.

The ASU is effective for public business entities for fiscal years ending after December 15, 2020. Early adoption is permitted.

As a result of this ASU, several disclosures were removed from Topic 715, including: (i) disclosures of the amounts in accumulated comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, and (ii) the effects of a one-percentage point change in the assumed health care cost trend rates on the aggregate of service and interest cost components of net periodic postretirement health care benefit costs. However, some additional disclosures will be required as a result of this ASU, including the requirement to disclose an explanation for significant gains and losses related to changes in the benefit obligation for the period. Mid Penn is currently evaluating the impact of this ASU on our current disclosures. The adoption of this standard will result in disclosure changes only and will not impact Mid Penn’s overall financial condition.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency due the Novel Coronavirus (“COVID-19”), and on March 11, 2020, the WHO classified COVID-19 as a pandemic based on the rapid increase in exposure globally.

To curtail the spread of the virus, beginning March 17, 2020, Mid Penn temporarily closed all bank branch lobbies, and the branch lobbies have remained closed through June 30, 2020 with no targeted time frame for reopening them. Our retail employees continue to work providing access to customers through drive-through banking services and night depositories. Services that cannot be performed through drive-through (i.e. business cash orders, loan closings and new account openings) are accommodated in the branches by appointment. We are continuously cleaning bank facilities during business hours with disinfecting wipes to sanitize all facets of our common areas, including door handles, work stations, ATM’s and service counters. We have mandated that all employees who handle cash use latex gloves when doing so, and we are requiring all employees to use hand sanitizer after each transaction and wash their hands with soap and hot water several times every hour. Additionally, employees having face-to-face interaction with customers are required to wear a mask. Importantly, we maintain appropriate social distancing standards when individuals are required by their job duties to be in the same location.

Mid Penn was a significant lender under the federal Paycheck Protection Program (“PPP”) which was created when the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law on March 27, 2020, by President Trump. Asset growth during the second quarter of 2020 included the significant volume of $588,667,000 of PPP loans still outstanding, net of deferred fees, as of June 30, 2020. The Paycheck Protection Program permitted eligible business entities to apply for loans through a participating financial institution to cover payroll, rent, and other business expenses during the COVID-19 pandemic. The PPP loans, which are 100 percent guaranteed by the SBA, have up to a five-year term to maturity and carry a low interest rate of 1 percent throughout the loan term. The vast majority of Mid Penn’s PPP loans have a two-year term to maturity. The SBA may forgive the PPP loans if at least 60 percent of the proceeds are used for payroll costs. Also, the borrowers will not have to make any payments for six months following the date of disbursement of the loan, though interest will continue to accrue during the deferment period.

The SBA provided a processing fee to financial institutions who participated in the PPP, with the amount of such fee pre-determined by the SBA dependent upon the size of each credit. As of June 30, 2020, Mid Penn had received $20,329,000 of nonrefundable loan processing fees related to the loans disbursed as a result of Mid Penn’s participation in the PPP initiative. These fees are offset against loan origination costs, and are deferred in accordance with FASB ASC 310-20, Receivables—Nonrefundable Fees and Other Costs. The PPP loan processing fees will be amortized over the life of the loan. During the three and six months ended June 30, 2020, Mid Penn recognized $2,371,000 of PPP processing fees within interest and fees on loans and leases on the Consolidated Statements of Income. As of June 30, 2020, the balance of deferred PPP processing fees totaled $17,958,000 and are offset against loan origination costs as a component of Loans and leases, net of unearned interest on the Consolidated Balance Sheet.

On March 22, 2020, the federal financial institution regulatory agencies and the state banking regulators issued an interagency statement encouraging financial institutions to work constructively with borrowers affected by COVID-19 and providing additional information regarding loan modifications. Concurrently, the Financial Accounting Standards Board (FASB) released a statement indicating that the interagency guidance was developed in consultation with the FASB staff. The banking agencies encouraged financial institutions to work with borrowers, and indicated that they will not criticize institutions for doing so in a safe and sound manner, and will not direct supervised institutions to automatically categorize loan modifications as troubled debt restructurings (TDRs). The statement indicated that the agencies view prudent loan modification programs offered to financial institution customers affected by COVID-19 as positive and proactive actions that can manage or mitigate adverse impacts on borrowers, and lead to improved loan performance and reduced credit risk. Prior to this interagency guidance being issued, Mid Penn had proactively reached out to its borrowers to assess how the COVID-19 situation was impacting them, and was evaluating taking similar forbearance and payment deferral measures. In response to these customer outreaches and respectful of the interagency guidance, Mid Penn has provided related loan modifications to over 1,000 borrowers, and as of June 30, 2020, the amount of loans outstanding which had such a deferral totaled $444,886,000. Depending upon the specific needs and circumstances affecting each borrower, the majority of these modifications range from deferrals of both principal and interest payments for three to six months, or borrowers reverting to interest-only payments for a period of three to six months. Interest will continue to accrue on loans modified under the CARES Act during the deferral period. Mid Penn remains in communication with each of these borrowers to assess the ongoing credit status of the borrowers, and may make further adjustments to a borrower’s modification at some future time if warranted for the specific situation.

The full impact of the coronavirus continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Corporation’s financial condition, liquidity, capital position, and future results of operations. In addition, the adverse economic effects of the coronavirus may lead to an increase in credit risk on the Corporation’s commercial and residential loan portfolios. Also, the Corporation is also monitoring the fluctuations in the markets as it pertains to interest rates and the fair value of our investments, as well as the impact of the pandemic of underlying bond issuers and the potential for OTTI.

Management is actively monitoring the global situation on its financial condition, liquidity, capital position, operations, industry, and workforce. Given the daily evolution of the coronavirus and the global responses to curb its spread, the Corporation is not able to estimate the effects of the coronavirus on its results of operations, financial condition, capital position, or liquidity for fiscal year 2020.

ITEM 2 – MANAGEMENT’S DISCUSSION AND AN~~ALYSIS~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is Management’s Discussion and Analysis of Consolidated Financial Condition as of ~~September~~June 30, ~~2019,~~2020, compared to year-end ~~2018,~~2019, and the Results of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to the same periods in ~~2018.~~2019. For comparative purposes, the ~~September~~June 30, ~~2018~~2020 and December 31, ~~2018~~2019 balances have been reclassified when, and if necessary, to conform to the ~~2019~~2020 presentation. Such reclassifications had no impact on net income. This discussion should be read in conjunction with the financial tables, statistics, and the audited financial statements and notes thereto included in the ~~Company’s~~Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (the ~~“2018~~“2019 Annual Report”). The results of operations for interim periods are not necessarily indicative of operating results expected for the full year.

Forward-looking statements involve risks, uncertainties and assumptions. Although Mid Penn generally does not make forward-looking statements unless Mid Penn’s management believes its management has a reasonable basis for doing so, Mid Penn cannot guarantee the accuracy of any forward-looking statements. Actual results may differ materially from those expressed in any forward-looking statements due to a number of uncertainties and risks, including the risks described in this Quarterly Report on Form 10-Q, the ~~2018~~2019 Annual Report, and other unforeseen risks. You should not put undue reliance on any forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by us on Mid Penn’s website or otherwise, and Mid Penn undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Certain of the matters discussed in this document and in documents incorporated by reference herein, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mid Penn to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect”, “anticipates”, “intend”, “plan”, “believe”, “estimate”, and similar expressions are intended to identify such forward-looking statements. Mid Penn’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

The above list of factors that may affect future performance is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with this understanding of inherent uncertainty.

Mid Penn’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and conform to general practices within the banking industry. Application of these principles involves significant judgments and estimates by management that have a material impact on the carrying value of certain assets and liabilities. The judgments and estimates that we used are also based on historical experiences and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and estimates that we have made, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of assets and liabilities and the results of our operations. Management of the ~~Company~~Corporation considers the accounting judgments relating to the allowance, the evaluation of the ~~Company’s~~Corporation’s investment securities for other-than-temporary impairment, the valuation of the ~~Company’s~~Corporation’s goodwill and other merger-related intangible assets for impairment, and the valuation of assets acquired and liabilities assumed in business combinations, to be the accounting areas that require the most subjective and complex judgments.

The allowance represents management’s estimate of probable incurred credit losses inherent in the loan and lease portfolio. Determining the amount of the allowance is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan and lease portfolio also represents the largest asset type on the consolidated balance sheet. Throughout the remainder of this report, the terms “loan” or “loans” refers to both loans and leases.

Valuations for the investment portfolio are determined using quoted market prices, where available. If quoted market prices are not available, investment valuation is based on pricing models, quotes for similar investment securities, and observable yield curves and spreads. In addition to securities valuation, management must assess whether there are any declines in value below the carrying value of the investments that should be considered other than temporary or otherwise require an adjustment in carrying value and recognition of the loss in the consolidated statement of income.

Certain intangible assets generated in connection with acquisitions are periodically assessed for impairment. Goodwill is tested annually for impairment, and if certain events occur which indicate goodwill might be impaired between annual tests, goodwill must be tested when such events occur. In making this assessment, Mid Penn considers a number of factors including operating results, business plans, economic projections, anticipated future cash flows, current market data, stock price, etc. Similarly, the amortized basis of the core deposit intangible asset and trade name intangible are periodically assessed for impairment. There are inherent uncertainties related to these factors and Mid Penn’s judgment in applying them to the analysis of core deposit intangible, trade name intangible, and goodwill impairment. Changes in economic and operating conditions could result in goodwill or core deposit intangible or trade name intangible impairment in future periods.

Valuations of assets acquired and liabilities assumed in business combinations are measured at fair value as of the acquisition date. In many cases, determining the fair value of the assets acquired and liabilities assumed requires Mid Penn to estimate cash flows expected to result from these assets and liabilities and to discount these cash flows at appropriate rates of interest, which require the utilization of significant estimates and judgment in accounting for the acquisition.

Net income available to common shareholders was ~~$4,813,000~~$6,833,000 or ~~$0.57~~$0.81 per common share, for the quarter ended ~~September~~June 30, ~~2019,~~2020, compared to net income of ~~$2,126,000~~$4,403,000 or ~~$0.28~~$0.52 per common share for the quarter ended ~~September~~June 30, ~~2018.~~2019. During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, net income was ~~$13,293,000~~$10,651,000 or ~~$1.57~~$1.26 per common share, versus ~~$5,909,000~~$8,480,000 or ~~$0.89~~$1.00 per common share for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019.

Net income as a percent of average assets (return on average assets, or “ROA”) and net income as a percentage of shareholders' equity (return on average equity, or “ROE”) were as follows (calculated and reported on an annualized basis):

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Return on average assets		0.87	%		0.46	%		0.83	%		0.51	%		0.99	%		0.83	%		0.85	%		0.81	%
Return on average equity		8.19	%		4.34	%		7.76	%		4.94	%		11.41	%		7.71	%		8.93	%		7.54	%

The results for the three and nine months ended September 30, 2019 and 2018, in general, were materially impacted by the acquisitions of Scottdale and First Priority. Please refer to Notes 3 and 4 to the consolidated financial statements under Item 1 for more information on Mid Penn’s completed acquisitions of Scottdale and First Priority.

Net interest income, Mid Penn’s primary source of revenue, is the amount by which interest income on loans and investments exceeds interest incurred on deposits and borrowings. The amount of net interest income is affected by changes in interest rates and changes in the volume and mix of interest-sensitive assets and liabilities. Net interest income and corresponding yields are presented in the analysis below on a taxable-equivalent basis. Income from tax-exempt assets, primarily loans to or securities issued by state and local governments, is adjusted by an amount equivalent to the federal income taxes which would have been paid if the income received on these assets was taxable at the statutory rate of 21 percent for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019.

The following tables include average balances, amounts, and rates of interest income and expense, interest rate spread, and net interest margin for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019.


	Average Balances, Income and Interest Rates on a Taxable Equivalent Basis																		Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
	For the Three Months Ended																		For the Three Months Ended
(Dollars in thousands)	September 30, 2019									September 30, 2018									June 30, 2020									June 30, 2019
	Average						Average			Average						Average			Average						Average			Average						Average
	Balance		Interest				Rates			Balance		Interest				Rates			Balance		Interest				Rates			Balance		Interest				Rates
ASSETS:
Interest Bearing Balances	$	4,687	$	23				1.95	%	$	6,432	$	26				1.60	%	$	6,307	$	18				1.15	%	$	5,030	$	27				2.15	%
Investment Securities:
Taxable		139,423		791				2.25	%		174,938		1,073				2.43	%		124,524		749				2.42	%		159,252		938				2.36	%
Tax-Exempt		84,888		627		(a)		2.93	%		109,627		805		(a)		2.91	%		48,734		314		(a)		2.59	%		101,088		739		(a)		2.93	%
Total Securities		224,311		1,418				2.51	%		284,565		1,878				2.62	%		173,258		1,063				2.47	%		260,340		1,677				2.58	%

Federal Funds Sold		94,800		506				2.12	%		15,413		78				2.01	%		90,013		23				0.10	%		21,554		130				2.42	%
Loans and Leases, Net		1,689,378		22,649		(b)		5.32	%		1,398,731		17,786		(b)		5.04	%		2,287,260		25,207		(b)		4.43	%		1,665,568		22,292		(b)		5.37	%
Restricted Investment in Bank Stocks		6,296		125				7.88	%		3,675		55				5.94	%		7,039		34				1.94	%		5,996		105				7.02	%
Total Earning Assets		2,019,472		24,721				4.86	%		1,708,816		19,823				4.60	%		2,563,877		26,345				4.13	%		1,958,488		24,231				4.96	%

Cash and Due from Banks		33,183									31,570									28,417									27,202
Other Assets		148,447									97,523									174,467									148,054
Total Assets	$	2,201,102								$	1,837,909								$	2,766,761								$	2,133,744

LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Demand	$	431,928		1,178				1.08	%	$	383,550		667				0.69	%	$	512,592		787				0.62	%	$	399,187		984				0.99	%
Money Market		470,643		2,073				1.75	%		333,777		836				0.99	%		575,195		881				0.62	%		429,180		1,897				1.77	%
Savings		182,537		158				0.34	%		209,673		179				0.34	%		184,680		79				0.17	%		190,031		161				0.34	%
Time		460,324		2,421				2.09	%		400,414		1,501				1.49	%		451,410		2,262				2.02	%		471,025		2,234				1.90	%
Total Interest-bearing Deposits		1,545,432		5,830				1.50	%		1,327,414		3,183				0.95	%		1,723,877		4,009				0.94	%		1,489,423		5,276				1.42	%

Short-term Borrowings		9,284		69				2.95	%		8,290		38				1.82	%		52,293		45				0.35	%		21,320		157				2.95	%
Long-term Debt		63,601		456				2.84	%		16,199		114				2.79	%		81,487		281				1.39	%		56,153		407				2.91	%
Subordinated Debt		27,068		391				5.73	%		23,537		337				5.68	%		42,031		507				4.85	%		27,074		388				5.75	%
Total Interest-bearing Liabilities		1,645,385		6,746				1.63	%		1,375,440		3,672				1.06	%		1,899,688		4,842				1.03	%		1,593,970		6,228				1.57	%

Noninterest-bearing Demand		299,889									256,917									601,650									288,268
Other Liabilities		22,755									11,339									24,632									22,625
Shareholders' Equity		233,073									194,213									240,791									228,881
Total Liabilities & Shareholders' Equity	$	2,201,102								$	1,837,909								$	2,766,761								$	2,133,744

Net Interest Income (taxable equivalent basis)			$	17,975								$	16,151								$	21,503								$	18,003
Taxable Equivalent Adjustment				(208	)								(240	)								(157	)								(233	)
Net Interest Income			$	17,767								$	15,911								$	21,346								$	17,770

Total Yield on Earning Assets								4.86	%								4.60	%								4.13	%								4.96	%
Rate on Supporting Liabilities								1.63	%								1.06	%								1.03	%								1.57	%
Average Interest Spread								3.23	%								3.54	%								3.11	%								3.40	%
Net Interest Margin								3.53	%								3.75	%								3.37	%								3.69	%

	Three months ended									Three months ended
	September 30, 2019 vs. 2018									June 30, 2020 vs. 2019
(Dollars in thousands on a Taxable Equivalent Basis)	Increase (decrease)									Increase (decrease)
	Volume			Rate			Net			Volume			Rate			Net
INTEREST INCOME:
Interest Bearing Balances	$	(7	)	$	4		$	(3	)	$	7		$	(16	)	$	(9	)
Investment Securities:
Taxable		(218	)		(64	)		(282	)		(204	)		15			(189	)
Tax-Exempt		(182	)		4			(178	)		(382	)		(43	)		(425	)
Total Securities		(400	)		(60	)		(460	)		(586	)		(28	)		(614	)

Federal Funds Sold		402			26			428			412			(519	)		(107	)
Loans and Leases, Net		3,696			1,167			4,863			8,298			(5,383	)		2,915
Restricted Investment Bank Stocks		39			31			70			18			(89	)		(71	)
Total Interest Income		3,730			1,168			4,898			8,149			(6,035	)		2,114

INTEREST EXPENSE:
Interest Bearing Deposits:
Interest Bearing Demand		84			427			511			279			(476	)		(197	)
Money Market		343			894			1,237			644			(1,660	)		(1,016	)
Savings		(23	)		2			(21	)		(5	)		(77	)		(82	)
Time		225			695			920			(93	)		121			28
Total Interest Bearing Deposits		629			2,018			2,647			825			(2,092	)		(1,267	)

Short-term Borrowings		5			26			31			227			(339	)		(112	)
Long-term Debt		334			8			342			183			(309	)		(126	)
Subordinated Debt		51			3			54			214			(95	)		119
Total Interest Expense		1,019			2,055			3,074			1,449			(2,835	)		(1,386	)

NET INTEREST INCOME	$	2,711		$	(887	)	$	1,824		$	6,700		$	(3,200	)	$	3,500

Taxable-equivalent net interest income was ~~$17,975,000~~$21,503,000 for the three months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$1,824,000~~$3,500,000 or 1119 percent compared to the three months ended ~~September~~June 30, 2018. Net interest income during the third quarter of 2019 was positively influenced by the full-quarter impact of the loans and investment securities acquired during the First Priority transaction on July 31, 2018, as well as organic growth occurring after September 30, 2018.2019.

For the three months ended ~~September~~June 30, ~~2019,~~2020, Mid Penn’s tax-equivalent net interest margin was ~~3.53%~~3.37% for the second quarter of 2020 compared to ~~3.75%~~3.69% for the second quarter of 2019. Though the quarterly average balance of interest-earning assets increased year over year, the yields on interest earning assets declined due to both (i) the significant average balance of PPP loans outstanding totaling $480,409,000 during the three months ended June 30, 2020 which earn interest at a rate of 1 percent, and (ii) reductions in the yield curve subsequent to June 2019, including the impact of the three rate decreases approved by the Federal Open Market Committee (“FOMC”), for 0.75% combined during the latter half of 2019, and the 1.50% of combined rate cuts, during March 2020 in response to the COVID-19 pandemic. Decreases in the yields on interest earning assets were partially offset by the recognition of $2,371,000 of PPP loan processing fees in total interest income. The total cost of deposits for the three months ended ~~September~~June 30, ~~2018.~~ ~~This decrease~~2020 favorably decreased compared to the same periods in ~~net interest margin was driven by successful growth in deposits in both the third quarter and full-year~~ 2019 as ~~Mid Penn had~~ a ~~higher average balance~~result of ~~demand deposits~~the aforementioned yield curve reductions and ~~liquid assets which were temporarily invested in overnight federal funds sold in anticipation of redeployment of some of this excess funding~~FOMC rate cuts providing for ~~future loan growth, repayment of maturing wholesale borrowings,~~management to significantly reduce deposit account rates while still maintaining and ~~near-term redemptions of brokered CDs. The net interest margin was also impacted by an~~ ~~increase in the cost of deposits, particularly money market accounts and time deposits.~~growing core deposit balances.

The following tables include average balances, amounts, and rates of interest income and expense, interest rate spread, and net interest margin for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019.


	Average Balances, Income and Interest Rates on a Taxable Equivalent Basis																		Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
	For the Nine Months Ended																		For the Six Months Ended
(Dollars in thousands)	September 30, 2019									September 30, 2018									June 30, 2020									June 30, 2019
	Average						Average			Average						Average			Average						Average			Average						Average
	Balance		Interest				Rates			Balance		Interest				Rates			Balance		Interest				Rates			Balance		Interest				Rates
ASSETS:
Interest Bearing Balances	$	5,287	$	80				2.02	%	$	4,993	$	52				1.39	%	$	5,414	$	33				1.23	%	$	5,592	$	57				2.06	%
Investment Securities:
Taxable		154,617		2,718				2.35	%		163,900		2,824				2.30	%		129,035		1,489				2.32	%		162,339		1,927				2.39	%
Tax-Exempt		97,814		2,149		(a)		2.94	%		100,305		2,145		(a)		2.86	%		45,749		594		(a)		2.61	%		104,385		1,523		(a)		2.94	%
Total Securities		252,431		4,867				2.58	%		264,205		4,969				2.51	%		174,784		2,083				2.40	%		266,724		3,450				2.61	%

Federal Funds Sold		42,855		704				2.20	%		31,327		399				1.70	%		106,324		413				0.78	%		16,452		198				2.43	%
Loans and Leases, Net		1,661,695		66,103		(b)		5.32	%		1,131,410		41,320		(b)		4.88	%		2,029,352		47,548		(b)		4.71	%		1,647,624		43,454		(b)		5.32	%
Restricted Investment in Bank Stocks		6,094		312				6.85	%		3,141		188				8.00	%		5,850		118				4.06	%		5,992		187				6.29	%
Total Earning Assets		1,968,362		72,066				4.90	%		1,435,076		46,928				4.37	%		2,321,724		50,195				4.35	%		1,942,384		47,346				4.92	%

Cash and Due from Banks		29,539									29,801									29,478									27,687
Other Assets		144,918									78,126									160,755									143,124
Total Assets	$	2,142,819								$	1,543,003								$	2,511,957								$	2,113,195

LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Demand	$	404,712		3,015				1.00	%	$	368,362		1,687				0.61	%	$	484,139		1,959				0.81	%	$	390,879		1,837				0.95	%
Money Market		429,421		5,433				1.69	%		288,064		1,917				0.89	%		539,060		2,478				0.92	%		408,468		3,360				1.66	%
Savings		191,027		495				0.35	%		183,617		329				0.24	%		180,302		199				0.22	%		195,343		337				0.35	%
Time		472,872		6,749				1.91	%		277,239		3,027				1.46	%		465,863		4,753				2.05	%		479,250		4,328				1.82	%
Total Interest-bearing Deposits		1,498,032		15,692				1.40	%		1,117,282		6,960				0.83	%		1,669,364		9,389				1.13	%		1,473,940		9,862				1.35	%

Short-term Borrowings		21,606		458				2.83	%		3,775		50				1.77	%		26,146		45				0.35	%		27,869		389				2.81	%
Long-term Debt		56,016		1,217				2.90	%		13,598		263				2.59	%		55,135		533				1.94	%		52,161		761				2.94	%
Subordinated Debt		27,074		1,167				5.76	%		19,403		807				5.56	%		35,539		909				5.14	%		27,077		776				5.78	%
Total Interest-bearing Liabilities		1,602,728		18,534				1.55	%		1,154,058		8,080				0.94	%		1,786,184		10,876				1.22	%		1,581,047		11,788				1.50	%

Noninterest-bearing Demand		288,362									216,037									461,083									282,503
Other Liabilities		22,745									12,849									24,860									22,740
Shareholders' Equity		228,984									160,059									239,830									226,905
Total Liabilities & Shareholders' Equity	$	2,142,819								$	1,543,003								$	2,511,957								$	2,113,195

Net Interest Income (taxable equivalent basis)			$	53,532								$	38,848								$	39,319								$	35,558
Taxable Equivalent Adjustment				(689	)								(645	)								(308	)								(482	)
Net Interest Income			$	52,843								$	38,203								$	39,011								$	35,076

Total Yield on Earning Assets								4.90	%								4.37	%								4.35	%								4.92	%
Rate on Supporting Liabilities								1.55	%								0.94	%								1.22	%								1.50	%
Average Interest Spread								3.35	%								3.44	%								3.12	%								3.41	%
Net Interest Margin								3.64	%								3.62	%								3.41	%								3.69	%

Taxable-equivalent net interest income was ~~$53,532,000~~$39,319,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$14,684,000~~$3,761,000 or 3811 percent compared to the ~~nine~~six months ended ~~September~~June 30, 2018. Net interest income for the nine months ended September 30, 2019 was positively influenced by the full-year impact of the loans and investment securities acquired during the First Priority transaction on July 31, 2018.2019.

For the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, Mid Penn’s tax-equivalent net interest margin was ~~3.64% versus 3.62%~~3.41% compared to 3.69% for the ~~nine~~same period in 2019. Though the year-to-date average balance of interest-earning assets increased year over year, the yields on interest earning assets declined due to both (i) the significant average balance of PPP loans outstanding totaling $240,204,000 during the six months ended ~~September~~June 30, ~~2018. Year-over-year increases~~2020 which earn interest at a rate of 1 percent, and (ii) reductions in ~~yields on interest-earning assets and growth in noninterest-bearing deposits more than offset~~the yield curve subsequent to June 2019, including the impact of ~~both (i)~~ the ~~rising~~three rate decreases approved by the Federal Open Market Committee (“FOMC”), for 0.75% combined during the latter half of 2019, and the 1.50% of combined rate cuts, during March 2020 in response to the COVID-19 pandemic. Decreases in the yields on interest earning assets were partially offset by the recognition of $2,371,000 of PPP loan processing fees in total interest income. The total cost of ~~both deposit and borrowed funds~~deposits for the six months ended June 30, 2020 favorably decreased compared to the same periods in 2019 as a result of the aforementioned yield curve reductions and FOMC rate ~~increases in 2018,~~cuts providing for management to significantly reduce deposit account rates while still maintaining and (ii) the higher volume of wholesale funding sources, including brokered time deposits and subordinated debt assumed in the First Priority acquisition, and other short-term borrowings added since September 30, 2018 to support liquidity and interest rate management while also partially funding loan growth.growing core deposit balances.

Although the effective interest rate impact on earning assets and funding sources can be reasonably estimated at current interest rate levels, the interest-bearing product and pricing options selected by customers, and the future mix of the loan, investment, and deposit products in the Bank's portfolios, may significantly change the estimates used in Mid Penn’s asset and liability management and related interest rate risk simulation models. In addition, our net interest income may be impacted by further interest rate actions of FOMC.

The provision for loan and lease losses is the expense necessary to maintain the allowance at a level adequate to absorb management’s estimate of probable losses in the loan and lease portfolio. Mid Penn’s provision for loan and lease losses is based upon management’s monthly review of the loan portfolio. The purpose of the review is to assess loan quality, identify impaired loans and leases, analyze delinquencies, ascertain loan and lease growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets Mid Penn serves.

Mid Penn has maintained the allowance in accordance with Mid Penn’s assessment process, which takes into consideration, among other relevant factors, the risk characteristics of the loan portfolio, the growth in the loan portfolio during the first ~~nine~~six months of ~~2019,~~2020, and shifting collateral values from December 31, ~~2018~~2019 to ~~September~~June 30, ~~2019.~~2020.

Management ~~performs~~performed a ~~monthly~~current evaluation of the adequacy of the loan and lease loss allowance and based on this evaluation, a loan loss provision of ~~$565,000~~$1,050,000 and ~~$100,000~~$465,000 was recorded for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, the provision for the loan ~~loss provision~~and lease losses was ~~$1,155,000~~$1,600,000 compared to ~~$225,000~~$590,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The allowance for loan losses and ~~lease~~the related provision reflect Mid Penn’s continued application of the incurred loss method for estimating credit losses as ~~a percentage~~Mid Penn is not required to adopt the current expected credit loss (“CECL”) accounting standard until January 1, 2023. The increase in the loan loss reserves and the quarterly provision was primarily the result of ~~total loans was 0.54% at September 30, 2019, 0.52% at December 31, 2018,~~an increase in qualitative factors related to economic and ~~0.53% at September 30, 2018. This ratio reflects~~external conditions when compared to prior periods, with such changes driven by the potential for ongoing financial implications from the COVID-19 pandemic on Mid Penn’s customers and market area. Mid Penn’s allowance and other asset quality measures did not reflect any new impaired assets or specific reserve allocations related to the early impact of the COVID-19 pandemic, though Bank management is continuously and closely monitoring and evaluating the impact of the ~~entire portfolio of First Priority loans being added after September 30, 2018 at fair value with no accompanying loan and lease loss allowance in accordance with purchase accounting GAAP.For further discussion of factors affecting~~COVID-19 situation on the ~~provision for loan and lease losses, please see~~ ~~Credit Quality, Credit Risk, and Allowance for Loan and Lease Losses~~ ~~in the Financial Condition section of this Management’s Discussion and Analysis.~~portfolio.

During the three months ended ~~September~~June 30, ~~2019,~~2020, noninterest income totaled ~~$3,003,000,~~$3,622,000, an increase of ~~$832,000~~$748,000 or 3826 percent, compared to noninterest income of ~~$2,171,000~~$2,874,000 for the three months ended ~~September~~June 30, ~~2018.~~2019. For the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, noninterest income totaled ~~$7,926,000,~~$6,556,000, an increase of ~~$2,485,000~~$1,633,000 or 4633 percent, compared to noninterest income of ~~$5,441,000~~$4,923,000 for the same period ~~in 2018.~~2019.

(Dollars in Thousands)	Three Months Ended September 30,										Three Months Ended June 30,
	2019		2018		$ Variance			% Variance			2020		2019		$ Variance			% Variance
Income from fiduciary activities	$	386	$	325	$	61			19	%
Income from fiduciary and wealth management activities											$	421	$	347	$	74			21	%
Service charges on deposits												115		218		(103	)		-47	%
ATM debit card interchange income		434		317		117			37	%		475		380		95			25	%
Mortgage banking income		1,091		197		894			454	%		1,638		1,077		561			52	%
Merchant services income		115		90		25			28	%
Net gain on sales of SBA loans		275		68		207			304	%		178		233		(55	)		-24	%
Net gain on sales of investment securities		46		30		16			53	%		111		17		94			553	%
Other income		347		826		(479	)		-58	%		510		419		91			22	%

(Dollars in Thousands)	Nine Months Ended September 30,										Six Months Ended June 30,
	2019		2018		$ Variance			% Variance			2020		2019		$ Variance			% Variance
Income from fiduciary activities	$	1,092	$	851	$	241			28	%
Income from fiduciary and wealth management activities											$	805	$	706	$	99			14	%
Service charges on deposits												320		435		(115	)		-26	%
ATM debit card interchange income		1,148		908		240			26	%		891		714		177			25	%
Mortgage banking income		2,605		558		2,047			367	%		2,820		1,514		1,306			86	%
Merchant services income		304		261		43			16	%
Net gain on sales of SBA loans		710		477		233			49	%		262		435		(173	)		-40	%
Net gain on sales of investment securities		70		132		(62	)		-47	%		243		24		219			913	%
Other income		1,096		1,382		(286	)		-21	%		882		749		133			18	%

Mortgage banking income was $2,605,000 for the nine months ended September 30, 2019, an increase of $2,047,000 or over 350 percent compared to mortgage banking income of $558,000 for the nine months ended September 30, 2018. Longer-term mortgage interest rates have declined significantly in the first nine months of 2019, resulting in a higher level of mortgage originations and secondary-market loan sales during the first nine months of 2019 when compared to the same period in 2018. Additionally, Mid Penn expanded its team of residential mortgage originators in southeastern Pennsylvania during the first quarter of 2019, contributing to the larger volume of mortgage loans originated and sold in the nine months ended September 30, 2019.

Income from fiduciary and wealth management activities was ~~$1,092,000~~$805,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$241,000~~$99,000 or 2814 percent, compared to fiduciary income of ~~$851,000~~$706,000 for the ~~nine months ended September 30, 2018.~~same period in 2019. These additional revenues were attributed to ~~continued~~ growth in trust assets under management and increased sales of retail investment products, as ~~a result of successful business development efforts by~~well as additional fee income from Mid Penn’s ~~trust and~~expanded wealth management team.

Mortgage banking income was $2,820,000 for the six months ended June 30, 2020, an increase of $1,306,000 or 86 percent compared to mortgage banking income of $1,514,000 for the six months ended June 30, 2019. Longer-term mortgage interest rates have declined significantly over the past twelve months, resulting in a higher level of mortgage originations (both purchase and refinance activity) and secondary-market loan sales when comparing the first six months of 2020 to the same period in 2019.

ATM debit card interchange income was ~~$1,148,000~~$891,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$240,000~~$177,000 or 2625 percent compared to interchange income of ~~$908,000~~$714,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The increase resulted from increasing ~~card-transaction~~card-based transaction usage across our expanding transactional account customer ~~base, as well as the added volume from demand deposit accounts assumed in the First Priority acquisition.~~base.

Net gains on sales of ~~SBA loans~~securities were ~~$710,000~~$243,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$233,000 or 49 percent~~$219,000 compared to net gains on sales of ~~SBA loans~~securities of ~~$477,000 during~~$24,000 for the six months ended June 30, 2019. Sales volume and gains were driven by the implementation of asset/liability management strategies, which vary from quarter to quarter based upon market conditions and related yield curve and valuation changes.

Service charges on deposits were $320,000 for the six months ended June 30, 2020, a decrease of $115,000 or 26 percent compared to service charges on deposits of $435,000 for the six months ended June 30, 2019. The decrease is due to lower non-sufficient funds fees incurred through the first half of 2020 when compared to the same period in ~~2018. The increase reflects a higher volume of loans settling in 2019 despite less favorable SBA loan rates year-over-year.~~2019.

For the nine months ended September 30, 2019, merchant services income totaled $304,000, an increase of $43,000 or 16 percent, compared $261,000 for the nine months ended September 30, 2018, reflecting an increase in the volume of business customers utilizing merchant services to process their debit card transactions, cash advances, and other related products.

Other income was $1,096,000 for the nine months ended September 30, 2019, a decrease of $286,000 compared to other income of $1,382,000 for the nine months ended September 30, 2018. Although wire transfer, letter of credit, and other fees increased in 2019, these were more than offset by

a decline in pension settlement gain income year over year. During the first three quarters of 2018, Mid Penn recognized $497,000 of defined benefit pension plan settlement gains from certain plan participants receiving lump sum benefit payouts (the plan and related liabilities were assumed as a result of the Scottdale acquisition). During the first three quarters of 2019, a lower amount of pension plan lump sum payouts occurred, with related settlement gains totaling $37,000. Pension settlement gains are not expected to be a recurring item on a going-forward basis.

Net gains on sales of ~~securities~~SBA loans were ~~$70,000~~$262,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, a decrease of ~~$62,000~~$173,000 or 40 percent compared to net gains on sales of ~~securities~~SBA loans of ~~$132,000~~$435,000 during the same period of 2019. Much of the decrease is due to the shift of the SBA lending function to documenting, processing, and funding PPP loans during the second quarter of 2020.

Other income was $882,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018. During~~2020, an increase of $133,000 compared to other income of $749,000 for the ~~first three quarters~~six months ended June 30, 2019. The increase in other income was primarily driven by higher volumes of 2018, some investment securities acquired from Scottdale were subsequently sold at gains to ensure that the overall portfolio was in alignment with Mid Penn’s investment management objectives. The volumefee-based income, including wire transfer fees, letter of ~~investment sales,~~credit fees, and ~~realized gains, were less during the first nine months of 2019, with such sales related primarily in support of interest rate risk~~credit card program referrals and ~~liquidity management.~~royalties.

For the three months ended ~~September~~June 30, ~~2019~~2020, noninterest expense totaled ~~$14,683,000, a decrease~~$15,403,000, an increase of ~~$587,000~~$607,000 or 4 percent, compared to noninterest ~~expenses~~expense of ~~$15,270,000~~$14,796,000 for the three months ended ~~September~~June 30, ~~2018.~~2019. For the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, noninterest expense totaled ~~$43,782,000,~~$30,984,000, reflecting an increase of ~~$7,523,000~~$1,885,000 or 216 percent, compared to noninterest expense of ~~$36,259,000~~$29,099,000 for the ~~same period in 2018.~~six months ended June 30, 2019. The year-over-year increase in quarterly noninterest expense was attributable to both (i) growth-related business development officer additions since June 30, 2019, including those in Mid Penn’s expanded wealth management services, and (ii) increases across other expense categories reflective of the overall growth of the organization, including software licensing and utilization, Pennsylvania bank shares tax, and occupancy and equipment expenses. Also, other expenses for the ~~nine-month period was driven by both (i) the impact~~first two quarters of ~~the staff, facilities, and technology licensing~~2020 included approximately $138,000 of non-recurring FHLB prepayment costs ~~added as a result of the acquisition of First Priority in July 2018, and (ii) the 2019 expansion of~~resulting from Mid Penn’s ~~mortgage banking division in~~early redemption of $17,500,000 of higher-cost term advances. No FHLB borrowing prepayments occurred during the ~~southeastern Pennsylvania market.~~first six months of 2019.

The changes were primarily a result of the following components of noninterest expense, which had significant variances when comparing results for periods ending in ~~2019~~2020 versus the corresponding period in ~~2018:~~2019:

(Dollars in Thousands)	Three Months Ended September 30,											Three Months Ended June 30,
	2019			2018		$ Variance			% Variance			2020		2019		$ Variance			% Variance
Salaries and employee benefits	$	8,425		$	6,680	$	1,745			26	%	$	7,986	$	7,786	$	200			3	%
Occupancy expense, net		1,232			1,063		169			16	%
Equipment expense		671			579		92			16	%		722		658		64			10	%
Pennsylvania bank shares tax expense		359			131		228			174	%		55		245		(190	)		-78	%
FDIC Assessment		(131	)		187		(318	)		-170	%
Legal and professional fees		311			272		39			14	%		349		471		(122	)		-26	%
Marketing and advertising expense													98		226		(128	)		-57	%
Software licensing and utilization		1,150			949		201			21	%		1,297		1,111		186			17	%
Intangible amortization		355			341		14			4	%		326		360		(34	)		-9	%
Merger and acquisition expense		—			3,039		(3,039	)		-100	%
Other expenses		1,959			1,533		426			28	%		2,743		2,102		641			30	%

(Dollars in Thousands)	Nine Months Ended September 30,										Six Months Ended June 30,
	2019		2018		$ Variance			% Variance			2020		2019		$ Variance			% Variance
Salaries and employee benefits	$	23,970	$	16,286	$	7,684			47	%	$	16,267	$	15,545	$	722			5	%
Occupancy expense, net		3,977		2,730		1,247			46	%
Equipment expense		1,956		1,531		425			28	%		1,435		1,285		150			12	%
Pennsylvania bank shares tax expense		740		473		267			56	%		460		381		79			21	%
FDIC Assessment		542		508		34			7	%
Legal and professional fees		1,204		752		452			60	%		701		893		(192	)		-22	%
Marketing and advertising expense												302		405		(103	)		-25	%
Software licensing and utilization		3,282		2,634		648			25	%		2,518		2,132		386			18	%
Intangible amortization		1,078		837		241			29	%		649		723		(74	)		-10	%
Merger and acquisition expense		—		4,955		(4,955	)		-100	%
Other expenses		5,947		4,332		1,615			37	%		4,940		3,988		952			24	%

Salaries and employee benefits ~~expenses~~ were ~~$23,970,000 during~~$16,267,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$7,684,000~~$722,000 or 475 percent, versus the same period in ~~2018,~~2019, with the increase primarily attributable to (i) ~~the full-year impact~~retail staff added as part of the ~~compensation and benefit costs~~new Hazle Township branch location opened during the fourth quarter of ~~the staff additions at the eight office locations added through the First Priority acquisition, effective July 31, 2018, and~~2019, (ii) the ~~back-office~~addition of private banking and ~~loan originator staff additions as a result of~~insurance business development professionals to enhance our wealth management and insurance activities, (iii) increased commissions commensurate with the ~~expansion~~successes of the mortgage banking ~~division.~~group, and (iv) increased expense for the substantial time and effort devoted to business development activities by many of our staff members during the second quarter of 2020.

~~Occupancy expenses~~Equipment expense increased ~~$1,247,000~~$150,000 or 4612 percent during the ~~first nine~~six months ~~of 2019~~ended June 30, 2020 compared to the same period in ~~2018. Similarly, equipment expense increased $425,000 or 28 percent during the nine months ended September 30,~~ 2019, ~~compared~~and related to the nine months ended September 30, 2018. These increases related to (i) the incremental facilities operating costs, including rent, utilities, and depreciation expense for the buildings and equipment associated with the acquisitionexpansion of the ~~First Priority retail offices, and (ii) an investment in a~~ corporate administrative ~~facility~~facilities to ~~promote long-term operational and processing efficiencies by centralizing several~~centralize back-office functions, ~~supporting~~as well as additional hardware and software enhancements placed in service to improve operations and efficiencies across the ~~broader franchise.~~ Mid Penn footprint.

Pennsylvania bank shares tax expense was ~~$740,000~~$460,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$267,000~~$79,000 or 5620 percent compared to ~~$473,000~~$381,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The increase in ~~assessment~~shares tax expense generally reflects the ~~larger~~organic growth in the past year of the total shareholder equity balance ~~(from both acquisition and organic growth activity)~~ upon which the tax is ~~based.~~ based, with some of the increase offset by non-recurring tax-credit-generating donations made during the second quarter of 2020.

FDIC assessment expense was $542,000 for the nine months ended September 30, 2019, an increase of $34,000 or 7 percent compared to $508,000 for the nine months ended September 30, 2018. The third quarter of 2019 reflects the receipt of $492,000 of FDIC small bank assessment credits which were applied to FDIC assessment expense. Mid Penn received notification from the FDIC that the FDIC’s Deposit Insurance Fund reserve ratio met a threshold resulting in the FDIC providing the Bank with the credit, which was applied to assessment liability accruals for both the second and third quarters of 2019. The credit received during 2019 partially offset an increase in total assessment expense when comparing to the same period in 2018, primarily due the year-over-year increase in total average assets of the Bank on which the assessment is based.

Legal and professional fees for the nine months ended September 30, 2019 increased by $452,000 or 60 percent compared to the same period in 2018 due to increased use and costs of third-party providers for information technology support, human resources services, external audit, and loan review services.

Software licensing and utilization costs were ~~$3,282,000 during~~$2,518,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$648,000~~$386,000 or 2518 percent compared to ~~$2,634,000~~$2,132,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018. The~~2019. This increase ~~is a result of~~reflects the additional costs from both transaction ~~volume based costs~~volume-based charges, and licensing fees related to the addition of ~~the locations,~~new staff and ~~accounts~~locations added since June 30, 2019, as well as costs associated with ensuring remote connectivity for an increased volume of employees in response to the ~~First Priority offices acquired in July 2018, the Pillow branch added in September 2018, and the expanded mortgage banking division added during the first quarter of 2019.~~COVID-19 work-from-home restrictions. Additionally, Mid Penn continued to invest in upgrades to internal systems, networks, storage capabilities, and data security mechanisms to enhance data management and ~~storage~~security capabilities ~~given~~responsive to both the larger company ~~profile.~~profile and increasing complexity of information technology management.

~~Intangible amortization increased from $837,000 during~~Legal and professional fees for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2020 decreased by $192,000 or 22 percent compared to ~~$1,078,000 during~~ the same period in 2019, due primarily to the ~~full nine-month impact~~first six months of 2019 including additional services supporting a new third-party loan review service, as well as costs associated with supporting both trust and wealth management activities, and the update and revision of Mid Penn’s corporate governance and Board structure.

Marketing and advertising expense was $302,000 for the six months ended June 30, 2020, a decrease of $103,000 or 25 percent compared to $405,000 during the first six months of 2019. The first six months of 2019 reflected additional advertising expense and promotional items expense to increase recognition and knowledge of Mid Penn’s Southeastern Pennsylvania mortgage origination team. Similar expenses were not recognized in 2020.

Intangible amortization decreased from $723,000 during the six months ended June 30, 2019 to $649,000 during the six months ended June 30, 2020, as the core deposit intangible ~~asset added~~(“CDI”) amortization from ~~the First Priority acquisition on July 31, 2018.~~

Other expenses were $5,947,000 during the nine months ended September 30, 2019, an increase of $1,615,000 or 37 percent compared to other expense of $4,332,000 for the same period in 2018. As the First Priority acquisition and organic growth have increased the organization’s geographic profile and employee base, several categories within other expense experienced increases, including insurance costs, charitable donations, stationary and supplies, printing, loan collection costs, and directors’ fees.

No merger expenses were recorded during the nine months ended September 30, 2019. During the first nine months of 2018, merger and acquisition expenses totaling $4,955,000 were recorded including investment banking fees, merger-related legal and professional fees, severance costs, and information technology conversion/termination costs incurred for the 2018 acquisitions of both (i) the Scottdale Bank and Trust on January 8, 2018, and (ii) First Priority ~~and Scottdale.~~Bancorp on July 31, 2018 continues to decrease as it is amortized using the sum-of-the-years digits method over a ten year term (which results in decreasing expense recognized in each year following the respective acquisition).

The provision for income taxes was ~~$709,000~~$1,682,000 during the three months ended June 30, 2020, an increase of $700,000 or 72 percent compared to $980,000 for the same period in 2019. The provision for income taxes for the three months ended ~~September~~June 30, ~~2019~~2020 reflects an effective tax rate of 19.8%, compared to ~~$548,000~~an effective tax rate of 18.2% for the three months ended ~~September~~June 30, 2018. The third quarter of 2019 reflects a favorable adjustment to income tax expense of $277,000 for certain permanent nonrecurring tax benefits recorded within the current quarter. The effective tax rate for the three months ended September 30, 2019 was 12.8 percent compared to 20.2 percent for the three months ended September 30, 2018.2019. The provision for income taxes was ~~$2,539,000~~$2,332,000 during the six months ended June 30, 2020, an increase of $502,000 or 27 percent compared to $1,830,000 for the ~~nine~~same period in 2019. The provision for income taxes for the six months ended ~~September~~June 30, ~~2019~~2020 reflects an effective tax rate of 18.0%, compared to ~~$1,213,000~~an effective tax rate of 17.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The increase in the effective tax rate for 2020 reflects (i) the ~~nine~~additional pre-tax income generated year-to-date when compared to 2019, (ii) less tax-exempt income generated in 2020 due to strategic reductions in the tax-exempt investment security portfolio, and (iii) an increase in the expected tax liability for New Jersey taxes in 2020. Some of the increase was offset by federal tax credits recognized related to Mid Penn’s investment in a low-income housing project in Dauphin County, Pennsylvania. The units were substantially completed and met the occupancy requirements necessary to begin recognizing the related amortization and tax credits during the fourth quarter of 2019. Similar credits were not recognized during the six months ended ~~September~~June 30, ~~2019 was 16.0 percent compared to 16.9 percent for the nine months ended September 30, 2018.~~2019.

Generally, Mid Penn’s effective tax rate is below the statutory rate due to earnings on tax-exempt loans, investments, and earnings from the cash surrender value of life insurance, as well as the impact of tax credits. The realization of Mid Penn’s deferred tax assets is dependent on future earnings. Mid Penn currently anticipates that future earnings will be adequate to fully realize the currently recorded deferred tax assets.

Mid Penn’s total assets were ~~$2,248,899,000~~$2,922,365,000 as of ~~September~~June 30, ~~2019,~~2020, reflecting an increase of ~~$170,918,000~~$691,190,000 or 831 percent compared to total assets of ~~$2,077,981,000~~$2,231,175,00 as of December 31, ~~2018.~~2019, and an increase of $786,243,000 or 37 percent compared to total assets of $2,136,122,000 as of June 30, 2019. Asset growth during the ~~first nine months~~second quarter of ~~2019 was primarily attributable~~2020 included the significant volume of $588,667,000 of PPP loans still outstanding, net of deferred fees, as of June 30, 2020. Additionally, total core banking loans (total loans excluding both the PPP portfolio and mortgage loans held for sale) increased to ~~(i) net organic~~$1,857,098,000 as of June 30, 2020, representing an annualized core loan growth rate of over 10 percent since the end of 2019. The asset growth was funded by both (i) $413,919,000 of deposit growth, representing an annualized deposit growth rate of 43 percent, with more than half of such growth favorably being in noninterest-bearing deposits; and (ii) ana $256,316,000 net increase in ~~liquid assets primarily~~wholesale borrowings, including $203,937,000 of funding obtained from ~~demand deposit growth, and (iii)~~ the ~~recording of operating and finance lease right of use assets as a result of Mid Penn’s adoption of Accounting Standard Codification (ASC) 842 –~~ ~~Leases~~ ~~effective January 1, 2019.~~Federal Reserve PPPLF.

Total loans at ~~September~~June 30, ~~2019~~2020 were ~~$1,710,434,000~~$2,445,765,000 compared to ~~$1,624,067,000~~$1,762,756,000 at December 31, ~~2018,~~2019, an increase of ~~$83,367,000~~$683,009,000 or 539 percent since year-end ~~2018. The majority~~2019. Much of the growth is attributable to the funding of PPP loans during the second quarter of 2020, with $588,667,000 of PPP loans outstanding, net of deferred PPP processing fees of $17,958,000 as of June 30, 2020. The remaining increase of $94,342,000 (annualized growth rate of nearly 9 percent) was driven by organic growth, particularly within both commercial real estate credits, and commercial and industrial financing ~~and commercial real estate credits.~~loans.

(Dollars in thousands)	September 30, 2019					December 31, 2018					June 30, 2020					December 31, 2019
	Amount		%			Amount		%			Amount		%			Amount		%
Commercial and industrial	$	320,400		18.7	%	$	286,518		17.6	%	$	929,390		38.0	%	$	339,147		19.2	%
Commercial real estate		892,060		52.2	%		861,369		53.0	%		998,673		40.8	%		929,138		52.7	%
Commercial real estate - construction		177,151		10.4	%		142,173		8.8	%		224,357		9.2	%		181,690		10.3	%
Lease financing		—		0.0	%		53		0.0	%
Residential mortgage		243,729		14.3	%		253,543		15.6	%		218,352		8.9	%		236,724		13.4	%
Home equity		69,240		4.1	%		70,096		4.3	%		68,165		2.8	%		68,271		3.9	%
Consumer		7,854		0.5	%		10,315		0.3	%		6,828		0.3	%		7,786		0.5	%
	$	1,710,434		100.0	%	$	1,624,067		100.0	%	$	2,445,765		100.0	%	$	1,762,756		100.0	%

The allowance for loan losses and the related provision reflect Mid Penn’s continued application of the incurred loss method for estimating credit losses, as Mid Penn is not required to adopt the current expected credit loss (“CECL”) accounting standard until January 1, 2023. Mid Penn’s allowance and other asset quality measures did not reflect any new impaired assets or specific reserve allocations related to the early impact of the COVID-19 pandemic, though Bank management is continuously and closely monitoring and evaluating the impact of the COVID-19 situation on the portfolio. Also, PPP loans, which are included in the commercial and industrial classification, are fully guaranteed by the Small Business Administration, and, as such, no allowance for loan losses was recorded against the $588,667,000 balance of PPP loans outstanding as of June 30, 2020.

For the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, Mid Penn had net loan charge-offs of ~~$236,000~~$48,000 compared to net ~~recoveries~~charge-offs of ~~$398,000~~$216,000 during the same period in ~~2018. The net charge-off position~~2019. None of the charge offs in ~~2019 was primarily due to~~the first six months of 2020 were a ~~$205,000 charge-off taken on one relationship during~~result of the second quarter of 2019. The favorable net recovery position in 2018 was driven by the recovery of $777,000 of principal from the successful workout of a commercial real estate relationship that originally had a large partial charge-off in 2009.

COVID-19 pandemic. Loans charged off during the first ~~nine~~six months of ~~2019~~2020 totaled ~~$370,000~~$70,000 and included three commercial and industrial loans for ~~$217,000, two~~$45,000, one commercial real estate (construction) ~~loans for $40,000, two commercial real estate loans for $53,000, five consumer loans for $33,000, one residential mortgage~~ loan for ~~$3,000~~$7,000, one consumer loan for $5,000, and ~~$24,000~~$13,000 in deposit account charge-offs. Mid Penn may need to make future adjustments to the allowance and the provision for loan and lease losses if economic conditions or loan credit quality differs substantially from the assumptions used in making Mid Penn’s evaluation of the level of the allowance for loan losses as compared to the balance of outstanding loans.

Changes in the allowance for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 are summarized as follows:

(Dollars in thousands)	Nine Months Ended September 30,						Six Months Ended June 30,
	2019			2018			2020			2019
Balance, beginning of period	$	8,397		$	7,606		$	9,515		$	8,397

Loans charged off during period		(370	)		(418	)		(70	)		(304	)
Recoveries of loans previously charged off		134			816			22			88
Net (charge-offs) recoveries		(236	)		398
Net charge-offs								(48	)		(216	)

Provision for loan and lease losses		1,155			225			1,600			590
Balance, end of period	$	9,316		$	8,229		$	11,067		$	8,771

Ratio of net loan charge-offs (recoveries) to average loans outstanding, annualized		0.02	%		-0.05	%
Ratio of net loan charge-offs to average loans outstanding, annualized								0.01	%		0.00	%

Ratio of allowance for loan losses to net loans at end of period		0.54	%		0.53	%		0.45	%		0.52	%

Improvements in the ratio of allowance for loan losses to net loans since December reflect the substantial increase in outstanding loans due to Mid Penn’s participation in the PPP program. The allowance for loan and lease losses as a percentage of loans, excluding PPP loans which are guaranteed by the SBA and have no associated allowance, was 0.60% as of June 30, 2020.

Other than as described herein, including the disclosures in previous sections regarding the continued impact of the COVID-19 pandemic, Mid Penn does not believe there are any trends or events at this time that are reasonably expected to have a material impact on future results of operations, liquidity, or capital resources. ~~Further, based~~Based on known information, Mid Penn believes that the effects of current and past economic conditions and other unfavorable business conditions, including those related to COVID-19, may ~~influence certain~~eventually impact some borrowers’ abilities to comply with their repayment terms. Accordingly, Mid Penn increased its qualitative factors for economic and external conditions as part of its general component determination. Mid Penn continues to monitor closely the financial strength of these ~~borrowers.~~ borrowers and the economic conditions impacting them, including the impacts from the COVID-19 pandemic.

Mid Penn does not ordinarily engage in practices which may be used to artificially shield certain borrowers from the negative economic or business cycle effects that may compromise their ability to repay. Mid Penn does not normally structure construction loans with interest reserve components. Mid Penn has not in the past performed any commercial real estate or other type of loan workouts whereby an existing loan was restructured into multiple new loans. Also, Mid Penn does not extend loans at maturity solely due to the existence of guarantees, without recognizing the credit as impaired. While the existence of a guarantee may be a mitigating factor in determining the proper level of allowance once impairment has been identified, the guarantee does not affect the impairment analysis.

The following table presents the change in nonperforming asset categories as of ~~September~~June 30, ~~2019,~~2020, December 31, ~~2018,~~2019, and ~~September~~June 30, ~~2018.~~2019.

(Dollars in thousands)
	September 30, 2019			December 31, 2018			September 30, 2018			June 30, 2020			December 31, 2019			June 30, 2019
Nonperforming Assets:
Nonaccrual loans	$	4,926		$	10,749		$	10,351		$	13,804		$	11,471		$	6,165
Accruing troubled debt restructured loans		497			517			524			477			490			503
Total nonperforming loans		5,423			11,266			10,875			14,281			11,961			6,668

Foreclosed real estate		130			1,017			1,101			1,718			196			390
Total non-performing assets		5,553			12,283			11,976			15,999			12,157			7,058

Accruing loans 90 days or more past due		—			—			—			800			—			—
Total risk elements	$	5,553		$	12,283		$	11,976		$	16,799		$	12,157		$	7,058

Nonperforming loans as a % of total
loans outstanding		0.32	%		0.69	%		0.69	%		0.58	%		0.68	%		0.39	%

Nonperforming assets as a % of total
loans outstanding and other real estate		0.32	%		0.76	%		0.76	%		0.65	%		0.69	%		0.42	%

Ratio of allowance for loan losses
to nonperforming loans		171.79	%		74.53	%		75.67	%		77.49	%		79.55	%		131.54	%

In the table above, troubled debt restructured loans that are no longer accruing interest are included in nonaccrual loans. ~~The decrease was~~

Nonperforming loans increased from $11,961,000 at December 31, 2019 to $14,281,000 at June 30, 2020 primarily due to ~~the successful workout and repayment of a nonaccrual commercial credit~~one home equity loan relationship totaling ~~$4,302,000 during the first quarter of 2019.~~

$2,378,000 being designated as nonaccrual. One loan relationship which accounts for ~~$1,364,000~~$7,385,000 of the ~~non-performing~~nonperforming loan balance is discussed in more detail below. None of the nonperforming assets were impaired as a result of ~~September~~the COVID-19 pandemic as the conditions resulting in the respective asset’s impairment preceded the pandemic. However, as Mid Penn pursues full collection of these assets, the timing or extent of resolution may ultimately be impacted if the pandemic persists.

Loan relationship no. 1 – At June 30, ~~2019,~~2020, the contractual outstanding principal balance of this loan relationship was $7,385,000 and was comprised of ~~three~~two commercial and industrial loans ~~collateralized primarily by~~and one commercial real estate ~~as well as certain machinery and equipment. As part of the workout process, the loans~~credit acquired in this relationship were modified as troubled debt restructured loans during 2017. During the first nine months of 2018, certain commercial real estate collateral was sold resulting in the principal payoff of three loans within this loan relationship totaling $1,393,000.2018. Given that the fair value of the ~~remaining~~ collateral, primarily comprised of a significant amount of commercial real estate, exceeds the outstanding principal balance, no specific allowance allocation has been assigned to this relationship. Management ~~expects~~is diligently pursuing its full rights given its priority liens to ~~recover~~the collateral under the loan agreements to collect the remaining outstanding ~~balance through the sale of real estate collateral pledged in support of the loans.~~balance.

The ~~decrease~~increase in foreclosed real estate from ~~$1,017,000~~$196,000 at December 31, ~~2018~~2019 to ~~$130,000~~$1,718,000 at ~~September~~June 30, ~~2019~~2020 was primarily driven by the ~~sale of nine foreclosed real estate properties with proceeds totaling $1,306,000 during the nine months ended September 30, 2019. These sales were offset by the~~ transfer of ~~loans~~one loan relationship totaling $1,465,000 from nonaccrual status to foreclosed real estate during the first six months of ~~$397,000.~~2020, which is discussed in more detail below.

Foreclosed real estate no. 1 – At June 30, 2020, this property consisted of a commercial property and was carried at a net realizable value of $1,465,000. Management has actively listed the property for sale and expects to recover its full investment in this property at the time of sale.

Mid Penn assesses a specific allocation for both commercial loans and commercial real estate loans prior to writing down or charging off the loan. Once the write down is taken, the remaining balance remains a nonperforming loan with the original terms and interest rate intact and is not treated as a restructured credit. The following table provides additional analysis of partially charged-off loans.

(Dollars in thousands)
	September 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
Period ending total loans outstanding	$	1,710,434		$	1,624,067		$	2,445,765		$	1,762,756
Allowance for loan and lease losses		9,316			8,397			11,067			9,515
Total Nonperforming loans		5,423			11,266			14,281			11,961
Nonperforming and impaired loans with partial charge-offs		342			333			103			332

Ratio of nonperforming loans with partial charge-offs
to total loans		0.02	%		0.02	%		0.00	%		0.02	%

Ratio of nonperforming loans with partial charge-offs
to total nonperforming loans		6.31	%		2.96	%		0.72	%		2.78	%

Coverage ratio net of nonperforming loans with
partial charge-offs		183.35	%		76.80	%		78.06	%		81.82	%

Ratio of total allowance to total loans less
nonperforming loans with partial charge-offs		0.54	%		0.52	%		0.45	%		0.54	%

Mid Penn considers a commercial loan or commercial real estate loan to be impaired when it becomes 90 days or more past due and not well-secured or otherwise not probable for collection. This methodology assumes the borrower cannot or will not continue to make additional payments. At that time the loan would be considered collateral dependent as the discounted cash flow method indicates no operating income is available for evaluating the collateral position; therefore, most impaired loans are deemed to be collateral dependent.

Mid Penn evaluates loans for charge-off on a monthly basis. Policies that govern the recommendation for charge-off are unique to the type of loan being considered. Commercial loans rated as nonaccrual or lower will first have a collateral evaluation completed in accordance with the guidance on impaired loans. Once the collateral evaluation has been completed, a specific allocation of allowance is made based upon the results of the evaluation. The balance remains a nonperforming loan with the original terms and interest rate intact (not restructured). In the event the loan is unsecured, the loan would have been charged-off at the recognition of impairment. Commercial real estate loans rated as impaired will also have an initial collateral evaluation completed in accordance with the guidance on impaired loans. An updated real estate valuation is ordered and the collateral evaluation is modified to reflect any variation in value. A specific allocation of allowance is made for any anticipated collateral shortfall. The balance remains a nonperforming loan with the original terms and interest rate intact (not restructured). The process of charge-off for residential mortgage loans begins upon a loan becoming delinquent for 90 days and not in the process of collection. The existing appraisal is reviewed and a lien search is obtained to determine lien position and any instances of intervening liens. A new appraisal of the property will be ordered if deemed necessary by management and a collateral evaluation is completed. The loan will then be charged down to the value indicated in the evaluation. Consumer loans are recommended for charge-off after reaching delinquency of 90 days and the loan is not well-secured or otherwise not probable for collection. The collateral shortfall of the consumer loan is recommended for charge-off at this point.

As noted above, Mid Penn assesses a specific allocation for both commercial loans and commercial real estate loans. The balance remains a nonperforming loan with the original terms and interest rate intact (not restructured). In addition, Mid Penn takes a preemptive step when any commercial loan or commercial real estate loan becomes classified under its internal classification system. A preliminary collateral evaluation in accordance with the guidance on impaired loans is prepared using the existing collateral information in the loan file. This process allows Mid Penn to review both the credit and documentation files to determine the status of the information needed to make a collateral evaluation. This collateral evaluation is preliminary, but allows Mid Penn to determine if any potential collateral shortfalls exist.

Larger groups of small-balance loans, such as residential mortgages and consumer installment loans are collectively evaluated for impairment. Accordingly, individual consumer and residential loans are not separately identified for impairment disclosures unless such loans are the subject of a restructuring agreement.

Mid Penn’s rating system assumes any loans classified as substandard nonaccrual to be impaired, and most of these loans are considered collateral dependent; therefore, most of Mid Penn’s impaired loans, whether reporting a specific allocation or not, are considered collateral dependent.

It is Mid Penn’s policy to obtain updated ~~third party~~third-party valuations on all impaired loans collateralized by real estate as soon as practically possible following the credit being classified as substandard nonaccrual. Prior to receipt of the updated real estate valuation Mid Penn will use any existing real estate valuation to determine any potential allowance issues; however, no allowance recommendation will be made until such time Mid Penn is in receipt of the updated valuation. The Asset Recovery department employs an electronic tracking system to monitor the receipt of and need for updated appraisals. To date, there have been no material time lapses noted with the above processes.

In some instances, Mid Penn is not holding real estate as collateral and is relying on business assets (personal property) for repayment. In these circumstances a collateral inspection is performed by Mid Penn personnel to determine an estimated value. The value is based on net book value, as provided by the financial statements, and discounted accordingly based on determinations made by management. Occasionally, Mid Penn will employ an outside service to provide a fair estimate of value based on auction or private sales. Management reviews the estimates of these third parties and discounts them accordingly based on management’s judgment, if deemed necessary.

For impaired loans with no valuation allowance required, Mid Penn’s practice of obtaining independent third party market valuations on the subject property as soon as practically possible of being placed on nonaccrual status sometimes indicates that the loan to value ratio is sufficient to obviate the need for a specific allocation in spite of significant deterioration in real estate values in Mid Penn’s primary market area. These circumstances are determined on a case by case analysis of the impaired loans.

Mid Penn had loans with an aggregate balance of ~~$5,417,000~~$14,237,000 which were deemed by management to be impaired at ~~September~~June 30, ~~2019. Excluding $2,146,000~~2020, including $1,785,000 in loans acquired with credit deterioration in connection with the closing of the Phoenix ~~Bancorp, Inc. (“Phoenix”)~~ acquisition in 2015 and the Scottdale and First Priority acquisitions in 2018, Mid Penn had several loan relationships deemed impaired with an aggregate carrying balance of $3,271,000. This pool of impaired loans was further broken down into a group of loans with an aggregate carrying balance of $537,000, for which specific allocations totaling $336,000 were included within the loan loss reserve for these loans. The remaining $2,734,000 of loans required no specific allocation within the loan loss reserve.2018. Of the ~~$3,271,000~~$12,452,000 of impaired loan relationships excluding the loans acquired with credit deterioration, ~~from the Phoenix, Scottdale,~~$1,210,000 were commercial and ~~First Priority acquisitions, $2,324,000~~industrial relationships, $8,028,000 were commercial real estate relationships, ~~$40,000~~$2,406,000 were home equity relationships, $776,000 were residential relationships, and $32,000 were commercial real estate – construction ~~relationships, $881,000 were residential relationships, and $26,000 were home equity~~ relationships. There were specific loan loss reserve allocations of ~~$336,000~~$190,000 against ~~the~~$902,000 of commercial real estate loan relationships and $53,000 of specific loan loss reserve allocations against $198,000 of commercial and industrial loan relationships. Management currently believes that the specific reserves are adequate to cover probable future losses related to these relationships.

The allowance is a reserve established in the form of a provision expense for loan and lease losses and is reduced by loan charge-offs net of recoveries. In conjunction with an internal loan review function that operates independently of the lending function, management monitors the loan portfolio to identify risk on a monthly basis so that an appropriate allowance is maintained. Based on an evaluation of the loan portfolio, management presents a monthly review of the allowance to the Board of Directors, indicating any changes in the allowance since the last review. In making the evaluation, management considers the results of recent regulatory examinations, which typically include a review of the allowance as an integral part of the examination process. As part of the examination process, federal or state regulatory agencies may require Mid Penn to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management.

In establishing the allowance, management evaluates on a quantitative basis individual classified loans and nonaccrual loans, and determines an aggregate reserve for those loans based on that review. In addition, an allowance for the remainder of the loan and lease portfolio is determined based on historical loss experience within certain components of the portfolio. These allocations may be modified if current conditions indicate that loan and lease losses may differ from historical experience.

In addition, a portion of the allowance is established for losses inherent in the loan and lease portfolio which have not been identified by the quantitative processes described above. This determination inherently involves a higher degree of subjectivity, and considers risk factors that may not have yet manifested themselves in historical loss experience. These factors include:

While the allowance is maintained at a level believed to be adequate by management to provide for probable losses inherent in the loan and lease portfolio, determination of the allowance is inherently subjective, as it requires estimates, all of which may be susceptible to significant change. The unallocated component of the allowance for loan and lease losses covers several considerations that are not specifically measurable through either the specific or general components. For example, we believe that we could face increasing credit risks and uncertainties, not yet reflected in recent historical losses or qualitative factor assessments, associated with unpredictable changes in economic growth or business conditions in our markets or for certain industries in which we have commercial loan borrowers, or unanticipated stresses to the values of real estate held as ~~collateral.~~collateral, including the prospective unknown impacts of the COVID-19 pandemic. Any or all of these additional issues can adversely affect our borrowers’ ability to timely repay their loans. Additionally, we have experienced continued strong commercial loan growth, including growth in newer markets where we have less of a loss history. Also, the unallocated component allocation recognizes the inherent imprecision in our allowance for loan and lease loss methodology, or any alternative methodology, for estimating specific and general loan losses, including the unpredictable timing and amounts of charge-offs, the fact that historical loss averages don’t necessarily correlate to future loss trends, and unexpected changes to specific-credit or general portfolio future cash flows and collateral values which could negatively impact unimpaired portfolio loss factors. Changes from these various other uncertainties and considerations may impact the provisions charged to expense in future periods.

Management believes, based on information currently available, that the allowance for loan losses of ~~$9,316,000~~$11,067,000 is adequate as of ~~September~~June 30, ~~2019~~2020 to cover specifically identifiable loan losses, as well as estimated losses inherent in our portfolio for which certain losses are probable but not specifically identifiable.

Mid Penn’s objective is to maintain adequate liquidity to meet funding needs at a reasonable cost and to provide contingency plans to meet unanticipated funding needs or a loss of funding sources, while minimizing interest rate risk. Adequate liquidity provides resources for credit needs of borrowers, for depositor withdrawals, and for funding corporate operations. Sources of liquidity are as follows:

The major sources of cash received in the first ~~nine~~six months of ~~2019~~2020 were from the ~~$164,067,000~~$413,919,000 net increase in deposits, ~~$113,505,000~~$203,937,000 net increase in short-term borrowings, and $104,144,000 of proceeds from sales of mortgage loans originated for ~~sale, and $69,377,000 proceeds from the sale of available-for-sale securities.~~sale.

Major uses of cash in the first ~~nine~~six months of ~~2019~~2020 were ~~$116,313,000~~$684,579,000 to fund portfolio loan growth (primarily PPP commercial loans), $114,714,000 to fund mortgage loans originated for sale, and ~~$87,000,000 to fund portfolio loan growth (primarily commercial loans), and $36,239,000~~$80,880,000 to fund the purchase of held-to-maturity investment securities.

Mid Penn believes its core deposits are generally stable even in periods of changing interest rates. Liquidity is measured and monitored daily, allowing management to better understand and react to balance sheet trends. These measurements indicate that liquidity generally remains stable and exceeds our minimum defined levels of adequacy. Other than the trends of continued competitive pressures and volatile interest rates, and the uncertain impact of the COVID-19 event, there are no known demands, commitments, events, or uncertainties that will result in, or that are reasonably likely to result in, liquidity increasing or decreasing in any material way.

On at least a quarterly basis, a comprehensive liquidity analysis is reviewed by the Asset Liability Committee and Board of Directors. The analysis provides a summary of the current liquidity measurements, projections, and future liquidity positions given various levels of liquidity stress. Management also maintains a detailed Contingency Funding Plan designed to respond to overall stress in the financial condition of the banking industry or a liquidity problem specific to Mid Penn.

On March 20, 2020, Mid Penn entered into agreements with accredited investors who purchased $15,000,000 aggregate principal amount of Mid Penn’s Subordinated Notes due 2030 (the “2020 Notes”), on a private placement basis, to accredited investors. The 2020 Notes are intended to be treated as Tier 2 capital for regulatory capital purposes.

On July 31, 2018, Mid Penn completed its acquisition of First Priority and assumed $9,500,000 of Subordinated Notes (the “First Priority Notes”). In accordance with purchase accounting principles, the First Priority Notes were assigned a fair value premium of $247,000 which is being amortized through interest expense until the maturity date of November 30, 2025. The ~~notes~~First Priority Notes are intended to be treated as Tier 2 capital for regulatory reporting purposes.

The First Priority Notes agreements were entered into by First Priority on November 13, 2015 with five accredited investors, pursuant to which First Priority issued subordinated notes totaling $9,500,000. The First Priority Notes have a maturity date of November 30, 2025, and bear interest at a fixed rate of 7.00% per annum. The First Priority Notes are non-callable for an initial period of five years and include provisions for redemption pricing between 101.5% and 100.5% of the liquidation value, if called after five years but prior to the stated maturity date.

The 2015 Notes bear interest at a rate of 5.15% per year for the first five years and then float at the Wall Street Journal’s Prime Rate plus 0.50%, provided that the interest rate applicable to the outstanding principal balance will at no time be less than 4.0%. Interest is payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on January 1, 2016. The 2015 Notes will mature on December 9, 2025 and are redeemable in whole or in part, without premium or penalty, at any time on or after December 9, 2020, and prior to December 9, 2025. Additionally, Mid Penn may redeem the 2015 Notes in whole at any time, or in part from time to time, upon at least 30 days’ notice if: (i) a change or prospective change in law occurs that could prevent Mid Penn from deducting interest payable on the 2015 Notes for U.S. federal income tax purposes; (ii) an event occurs that precludes the 2015 Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) Mid Penn becomes required to register as an investment company under the Investment Company Act of 1940, as amended, in each case at 100% of the principal amount of the 2015 Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.

Holders of the 2015 Notes may not accelerate the maturity of the 2015 Notes, except upon Mid Penn’s or Mid Penn Bank’s bankruptcy, insolvency, liquidation, receivership or similar event.

In July 2013, the federal banking agencies issued final rules to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act. ~~The phase-in period for community banking organizations began January 1, 2016.~~ The final rules implemented higher minimum capital requirements, added a new common equity Tier 1 capital requirement, and established criteria that instruments must meet to be considered common equity Tier 1 capital, additional Tier 1 capital or Tier 2 capital. Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier 1 capital above its minimum risk-based capital requirements, which amount ~~(when fully phased in)~~ must be greater than 2.5% of total risk-weighted ~~assets at January 1, 2019. The phase-in period for the capital conservation and countercyclical capital buffers for all banking organizations began on January 1, 2016 at the initial rate of 0.625%.~~assets.

A summary of the payout restrictions based on the capital conservation buffer is as follows:

Implementation of the deductions and other adjustments to common equity Tier 1 capital began on January 1, 2016 and were phased-in over a three-year period. The final rules called for the following minimum capital requirements to be considered “well-capitalized” (which include the impact of the capital conservation buffer that was effective January 1, 2016):

The final rules allowed community banks to make a one-time election not to include the additional components of accumulated other comprehensive income (“AOCI”) in regulatory capital and instead use the existing treatment under the general risk-based capital rules that excludes most AOCI components from regulatory capital. Mid Penn made the election not to include the additional components of AOCI in regulatory capital.

The final rules permanently grandfathered non-qualifying capital instruments (such as trust preferred securities and cumulative perpetual preferred stock) issued before May 19, 2010 for inclusion in the Tier 1 capital of banking organizations with total consolidated assets less than $15 billion as of December 31, 2009 and banking organizations that were mutual holding companies as of May 19, 2010.

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

Under the new rules, mortgage servicing assets (“MSAs”) and certain deferred tax assets (“DTAs”) are subject to stricter limitations than those applicable under the current general risk-based capital rule. The new rules also increase the risk weights for past-due loans, certain risk weights and credit conversion factors.

Mid Penn has implemented these changes in determining and reporting the regulatory ratios of Mid Penn and the Bank, and has concluded that the new rules do not have a material adverse effect on Mid Penn’s financial condition.

Shareholders' equity, or capital, is evaluated in relation to total assets and the risk associated with those assets. The greater a corporation’s capital resources, the more likely it is to meet its cash obligations and absorb unforeseen losses. Too much capital, however, indicates that not enough of the corporation’s earnings have been invested in the continued growth of the business or paid to shareholders. An excess capital position may make it difficult for a corporation to offer a competitive return on the shareholders’ capital going forward. For these reasons capital adequacy and capital management have been, and will continue to be, of paramount importance.

Shareholders’ equity increased by ~~$11,403,000~~$5,471,000 or 52 percent from ~~$223,209,000~~$237,874,000 as of December 31, ~~2018~~2019 to ~~$234,612,000~~$243,345,000 as of ~~September~~June 30, ~~2019.~~2020. The increase in shareholders’ equity reflects ~~both (i)~~ the growth in retained earnings through year-to-date net income, net of dividends ~~paid, through the first nine months of 2019, and (ii) the year-to-date accumulated other comprehensive income from the after-tax appreciation in the market value~~paid. Some of the ~~available-for-sale investment portfolio.~~increase was offset by the initiation of Mid Penn’s treasury stock repurchase program, resulting in a treasury stock balance of $1,560,000 as of June 30, 2020. Regulatory capital ratios for both Mid Penn and its banking subsidiary exceeded regulatory “well-capitalized” levels at both ~~September~~June 30, ~~2019~~2020 and ~~2018.~~December 31, 2019.

Banks are evaluated for capital adequacy based on the ratio of capital to risk-weighted assets and total assets. The minimum capital to risk-weighted assets requirements, including the capital conservation buffers, which became effective for Mid Penn and the Bank on January 1, 2016 are illustrated below. At ~~September~~June 30, ~~2019,~~2020, regulatory capital ratios for both Mid Penn and the Bank met the definition of a “well-capitalized” institution under the regulatory framework for prompt corrective action, and exceeded the minimum capital requirements under Basel III.

Mid Penn and Mid Penn Bank maintained the following regulatory capital levels, leverage ratios, and risk-based capital ratios as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018:~~2019:

	Capital Adequacy															Capital Adequacy
											To Be Well-Capitalized															To Be Well-Capitalized
(Dollars in thousands)											Under Prompt															Under Prompt
						Minimum Capital					Corrective										Minimum Capital					Corrective
	Actual:					Required:					Action Provisions:					Actual:					Required:					Action Provisions:
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Mid Penn Bancorp, Inc.
As of September 30, 2019:
As of June 30, 2020:
Tier 1 Capital (to Average Assets)	$	164,525		7.7	%	$	85,256		4.0	%	N/A		N/A			$	174,941		6.6	%	$	105,830		4.0	%	N/A		N/A
Common Equity Tier 1 Capital (to Risk Weighted Assets)		164,525		9.9	%		116,641		7.0	%	N/A		N/A				174,941		9.5	%		129,072		7.0	%	N/A		N/A
Tier 1 Capital (to Risk Weighted Assets)		164,525		9.9	%		141,636		8.5	%	N/A		N/A				174,941		9.5	%		156,731		8.5	%	N/A		N/A
Total Capital (to Risk Weighted Assets)		201,042		12.1	%		174,962		10.5	%	N/A		N/A				228,094		12.4	%		193,608		10.5	%	N/A		N/A

Mid Penn Bank
As of September 30, 2019:
As of June 30, 2020:
Tier 1 Capital (to Average Assets)	$	181,665		8.5	%	$	85,245		4.0	%	$	106,557		5.0	%	$	193,774		7.3	%	$	105,805		4.0	%	$	132,256		5.0	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		181,665		10.9	%		116,621		7.0	%		108,291		6.5	%		193,774		10.5	%		128,993		7.0	%		119,779		6.5	%
Tier 1 Capital (to Risk Weighted Assets)		181,665		10.9	%		141,611		8.5	%		133,281		8.0	%		193,774		10.5	%		156,635		8.5	%		147,421		8.0	%
Total Capital (to Risk Weighted Assets)		200,615		12.0	%		174,931		10.5	%		166,601		10.0	%		214,418		11.6	%		193,490		10.5	%		184,276		10.0	%

Mid Penn Bancorp, Inc.
As of December 31, 2018:
As of December 31, 2019:
Tier 1 Capital (to Average Assets)	$	155,662		8.0	%	$	77,499		4.000	%	N/A		N/A			$	168,146		7.8	%	$	86,773		4.00	%	N/A		N/A
Common Equity Tier 1 Capital (to Risk Weighted Assets)		155,662		10.0	%		98,977		6.375	%	N/A		N/A				168,146		9.8	%		120,020		7.00	%	N/A		N/A
Tier 1 Capital (to Risk Weighted Assets)		155,662		10.0	%		122,265		7.875	%	N/A		N/A				168,146		9.8	%		145,738		8.50	%	N/A		N/A
Total Capital (to Risk Weighted Assets)		191,300		12.3	%		153,317		9.875	%	N/A		N/A				204,811		11.9	%		180,030		10.50	%	N/A		N/A

Mid Penn Bank
As of December 31, 2018:
As of December 31, 2019:
Tier 1 Capital (to Average Assets)	$	171,776		8.9	%	$	77,230		4.000	%	$	96,537		5.0	%	$	185,101		8.5	%	$	86,760		4.00	%	$	108,450		5.0	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)		171,776		11.1	%		98,963		6.375	%		100,903		6.5	%		185,101		10.8	%		119,995		7.00	%		111,424		6.5	%
Tier 1 Capital (to Risk Weighted Assets)		171,776		11.1	%		122,248		7.875	%		124,189		8.0	%		185,101		10.8	%		145,708		8.50	%		137,137		8.0	%
Total Capital (to Risk Weighted Assets)		180,332		11.6	%		153,295		9.875	%		155,236		10.0	%		204,196		11.9	%		179,992		10.50	%		171,421		10.0	%

(a) The minimum amounts and ratios as of September 30, 2019 include the fourth year phase in of the capital conservation buffer of 2.5 percent required by the Basel III framework. At December 31, 2018, the minimum amounts and ratios included the third year phase in of the capital conservation buffer of 1.875 percent required by the Basel III framework.

ITEM 3 – QUANTITATIVE AND ~~QUALITATIVE~~ QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a financial institution, Mid Penn’s primary source of market risk is interest rate risk. Interest rate risk is the exposure to fluctuations in Mid Penn’s future earnings (earnings at risk) resulting from changes in interest rates. This exposure or sensitivity is a function of the repricing characteristics of Mid Penn's portfolio of assets and liabilities. Each asset and liability reprices either at maturity or during the life of the instrument. Interest rate sensitivity is measured as the difference between the volume of assets and liabilities that are subject to repricing in a future period of time.

The principal purpose of asset-liability management is to maximize current and future net interest income within acceptable levels of interest rate risk while satisfying liquidity and capital requirements. Net interest income is increased by increasing the net interest margin and by volume growth. Thus, the goal of interest rate risk management is to maintain a balance between risk and reward such that net interest income is maximized while risk is maintained at an acceptable level.

Mid Penn utilizes an asset-liability management model to measure the impact of interest rate movements on its interest rate sensitivity position. Mid Penn’s management also reviews the traditional maturity gap analysis regularly. Mid Penn does not always attempt to achieve an exact match between interest sensitive assets and liabilities because it believes that an actively managed amount of interest rate risk is inherent and appropriate in the management of Mid Penn’s profitability.

Modeling techniques and simulation analysis involve assumptions and estimates that inherently cannot be measured with complete precision. Key assumptions in the analyses include maturity and repricing characteristics of assets and liabilities, prepayments on amortizing assets, non-maturing deposit sensitivity, and loan and deposit pricing. These assumptions are inherently uncertain due to the timing, magnitude and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and provide a relative gauge of Mid Penn’s interest rate risk position over time.

Management reviews interest rate risk on a quarterly basis. This analysis includes earnings scenarios whereby interest rates are increased and decreased by 100, 200, and 300 basis points. These scenarios, detailed in the table below, indicate that Mid Penn would experience enhanced net interest income over a one-year time frame due to upward interest rate changes, while a reduction in interest rates would result in a decline in net interest income over a one-year time frame; however, actual results could vary significantly from the calculations prepared by management. At ~~September~~June 30, ~~2019,~~2020, all interest rate risk levels according to the model were within the tolerance limits of the Board-approved policy.

September 30, 2019			December 31, 2018
June 30, 2020						June 30, 2020			December 31, 2019
	% Change in			% Change in			% Change in			% Change in
Change in	Net Interest	Policy	Change in	Net Interest	Policy		Net Interest	Policy	Change in	Net Interest	Policy
Basis Points	Income	Risk Limit	Basis Points	Income	Risk Limit		Income	Risk Limit	Basis Points	Income	Risk Limit
300	7.15%	≥ -20%	300	8.09%	≥ -20%		13.32%	≥ -20%	300	10.43%	≥ -20%
200	4.73%	≥ -15%	200	5.38%	≥ -15%		9.11%	≥ -15%	200	6.84%	≥ -15%
100	2.38%	≥ -10%	100	2.66%	≥ -10%		4.24%	≥ -10%	100	3.37%	≥ -10%
0			0						0
(100)	-2.51%	≥ -10%	(100)	-2.01%	≥ -10%		-4.30%	≥ -10%	(100)	-2.87%	≥ -10%
(200)	-4.74%	≥ -15%	(200)	-3.49%	≥ -15%		-9.39%	≥ -15%	(200)	-4.99%	≥ -15%
(300)	-8.80%	≥ -20%	(300)	-6.43%	≥ -20%		-14.46%	≥ -20%	(300)	-8.66%	≥ -20%

Mid Penn maintains controls and procedures designed to ensure that information required to be disclosed in the reports that Mid Penn files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures as of ~~September~~June 30, ~~2019,~~2020, Mid Penn’s management, with the participation of the Principal Executive Officer and Principal Financial Officer, concluded that the disclosure controls and procedures were effective as of such date.

There were no changes in Mid Penn’s internal control over financial reporting that have materially affected, or are reasonable likely to materially affect, Mid Penn’s internal control over financial reporting during the ~~three and nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

Based on information currently available, management is not aware of any litigation that would reasonably be expected to have a material adverse effect on the consolidated financial position of Mid Penn or its subsidiaries taken as a whole. There are no proceedings pending other than ordinary routine litigation occurring in the normal course of business. In addition, management does not know of any material proceedings contemplated by governmental authorities against Mid Penn or any of its properties.

Management has reviewed the risk factors that were previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018,~~2019, to determine if there were material changes applicable to the ~~nine~~three and six months ended ~~September~~June 30, ~~2019.~~2020. There are no material changes ~~from the~~to such risk factors, other than as ~~previously disclosed~~described below.

Interest rate volatility stemming from COVID-19 could negatively affect our net interest income, lending activities, deposits and profitability.

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

For a more detailed description of these and other factors which would affect our results, please see Mid Penn’s filings with the SEC, including those risk factors identified in the "Risk Factors" section and elsewhere in our Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2019 and subsequent filings.

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

Pennsylvania		25-1666413
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

349 Union Street Millersburg, Pennsylvania		17061
(Address of Principal Executive Offices)		(Zip Code)


Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐	Smaller reporting company ☒	Emerging growth company ☐

PART 1 – FINANCIAL INFORMATION			3

	Item 1 – Financial Statements		3

		Consolidated Balance Sheets as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 (Unaudited)	3

		Consolidated Statements of Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2020 and June 30, 2019 ~~and September 30, 2018~~ (Unaudited)	4

		Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2020 and June 30, 2019 ~~and September 30, 2018~~ (Unaudited)	5

		Consolidated Statements of Changes in Shareholders’ Equity for the ~~Nine~~Three and Six Months Ended ~~September~~June 30, 2020 and June 30, 2019 ~~and September 30, 2018~~ (Unaudited)	6

		Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, 2020 and June 30, 2019 ~~and September 30, 2018~~ (Unaudited)	87

		Notes to Consolidated Financial Statements (Unaudited)	109

	Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		4744

	Item 3 – Quantitative and Qualitative Disclosures about Market Risk		6361

	Item 4 – Controls and Procedures		6361

PART II – OTHER INFORMATION			6462

	Item 1 – Legal Proceedings		6462

	Item 1A – Risk Factors		6462

	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		6462

	Item 3 – Defaults upon Senior Securities		6462

	Item 4 – Mine Safety Disclosures		6462

	Item 5 – Other Information		6462

	Item 6 – Exhibits		6462

	Signatures		6563

(Dollars in thousands)	Three Months Ended June 30,
	2020			2019

Net income	$	6,833		$	4,403

Other comprehensive (loss) income:

Unrealized income arising during the period on available-for-sale
securities, net of income taxes of $21 and $313, respectively		79			1,179

Reclassification adjustment for net gain on sales of available-for-sale securities
included in net income, net of income taxes of ($23) and ($3), respectively (a)		(88	)		(14	)

Change in defined benefit plans, net of income taxes of ($27) and ($90), respectively (b)		(102	)		(339	)

Reclassification adjustment for settlement losses (gains) and activity related to benefit plans, net
of income taxes of $4 and ($8), respectively (c)		13			(29	)

Total other comprehensive (loss) income		(98	)		797

Total comprehensive income	$	6,735		$	5,200

(Dollars in thousands)	Nine Months Ended September 30,
	2019			2018

Net income	$	13,293		$	5,947

Other comprehensive income (loss):

Unrealized income (losses) arising during the period on available-for-sale
securities, net of income taxes of $847 and ($730), respectively		3,188			(2,746	)

Reclassification adjustment for net gain on sales of available-for-sale securities
included in net income, net of income taxes of ($14) and $(28), respectively (a)		(56	)		(104	)

Change in defined benefit plans, net of income tax impact of ($145) and $422, respectively (b)		(545	)		1,592

Reclassification adjustment for settlement gains and activity related to benefit plans, net
of income taxes of ($21) and ($105), respectively (c)		(78	)		(394	)

Total other comprehensive income (loss)		2,509			(1,652	)

Total comprehensive income	$	15,802		$	4,295

Balance, January 1, 2019	$	8,460	$	177,565	$	39,562		$	(2,378	)	$	—	$	223,209
Impact of adoption of new accounting standard (a)		—		—		316			—			—		316
Balance at January 1, 2019, adjusted		8,460		177,565		39,878			(2,378	)		—		223,525
Net income		—		—		4,077			—			—		4,077
Total other comprehensive income, net of taxes		—		—		—			1,807			—		1,807
Common stock dividends declared		—		—		(2,113	)		—			—		(2,113	)
Employee Stock Purchase Plan (1,152 shares)		1		27		—			—			—		28
Director Stock Purchase Plan (1,361 shares)		1		32		—			—			—		33
Restricted stock activity		—		80		—			—			—		80
Balance, March 31, 2019	$	8,462	$	177,704	$	41,842		$	(571	)	$	—	$	227,437

Net income		—		—		4,403			—			—		4,403
Total other comprehensive income, net of taxes		—		—		—			797			—		797
Common stock dividends declared		—		—		(1,524	)		-			—		(1,524	)
Employee Stock Purchase Plan (1,411 shares)		2		34		—			—			—		36
Director Stock Purchase Plan (1,336 shares)		1		32		—			—			—		33
Restricted stock activity		—		80		—			—			—		80
Balance, June 30, 2019	$	8,465	$	177,850	$	44,721		$	226		$	—	$	231,262

Assets, Liabilities, and Equity in Connection with Mergers (a):

(Dollars in thousands)	Nine Months Ended September 30,
		2019		2018
Assets Acquired:
Securities	$	—	$	177,016
Loans		—		582,392
Restricted stock		—		2,334
Property and equipment		—		2,643
Foreclosed assets		—		136
Deferred income taxes		—		4,168
Accrued interest receivable		—		3,282
Core deposit intangible		—		7,976
Cash surrender value of life insurance		—		3,363
Other assets		—		1,100
	$	—	$	784,410

Liabilities Assumed:
Deposits	$	—	$	714,927
Borrowings		—		49,939
Accrued interest payable		—		1,089
Other liabilities		—		6,213
	$	—	$	772,168

Equity Assumed:
Preferred stock	$	—	$	3,404
	$	—	$	3,404

(Dollars in thousands)	Unrealized Loss on Securities			Defined Benefit Plans		Accumulated Other Comprehensive Income (Loss)
Balance - September 30, 2019	$	(110	)	$	241	$	131

Balance - December 31, 2018	$	(3,242	)	$	864	$	(2,378	)

(Dollars in thousands)	Unrealized Gain (Loss) on Securities			Defined Benefit Plans			Accumulated Other Comprehensive (Loss) Income
Balance - June 30, 2020	$	9		$	(159	)	$	(150	)

Balance - December 31, 2019	$	(128	)	$	471		$	343

(Dollars in thousands, except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2019			2018	2019				2018
Net income	$	4,813	$	2,164		$	13,293	$	5,947
Less: Dividends on Series D preferred stock		—		38			—		38
Net income available to common shareholders	$	4,813	$	2,126		$	13,293	$	5,909

Weighted average common shares outstanding		8,473,080		7,695,469			8,465,249		6,604,027

Basic and diluted earnings per common share	$	0.57	$	0.28		$	1.57	$	0.89

(Dollars in thousands)

Total purchase price (consideration paid)	$	79,929

Net assets acquired:
Cash and cash equivalents		11,398
Investment securities		62,977
Restricted stock		2,237
Loans		511,623
Core deposit intangible		2,832
Trade name intangible		205
Premises and equipment		1,147
Foreclosed assets		125
Deferred income taxes		3,140
Accrued interest receivable		2,293
Other assets		4,197
Deposits		(504,946	)
Borrowings		(49,939	)
Accrued interest payable		(1,073	)
Other liabilities		(2,627	)
Preferred stock		(3,404	)
		40,185
Goodwill	$	39,744

(Dollars in thousands)

Gross amortized cost basis at July 31, 2018	$	521,644
Market rate adjustment		(3,023	)
Credit fair value adjustment on pools of homogeneous loans		(6,742	)
Credit fair value adjustment on impaired loans		(256	)
Fair value of purchased loans at July 31, 2018	$	511,623

(Dollars in thousands)

Contractually required principal and interest at acquisition	$	1,855
Contractual cash flows not expected to be collected (nonaccretable discount)		(858	)
Expected cash flows at acquisition		997
Interest component of expected cash flows (accretable discount)		(125	)
Fair value of acquired loans	$	872

(Dollars in thousands)

Total purchase price (consideration paid)	$	66,973

Net assets acquired:
Cash and cash equivalents		67,817
Investment securities		114,039
Restricted stock		97
Loans		70,769
Core deposit intangible		4,940
Premises and equipment		1,496
Foreclosed assets		11
Deferred income taxes		1,050
Accrued interest receivable		989
Other assets		266
Deposits		(209,981	)
Accrued interest payable		(16	)
Other liabilities		(3,682	)
		47,795
Goodwill	$	19,178

(Dollars in thousands)

Gross amortized cost basis at January 8, 2018	$	71,809
Market rate adjustment		601
Credit fair value adjustment on pools of homogeneous loans		(995	)
Credit fair value adjustment on impaired loans		(646	)
Fair value of purchased loans at January 8, 2018	$	70,769



MID PENN BANCORP, INC.



MID PENN BANCORP, INC.

(Dollars in thousands)

Contractually required principal and interest at acquisition	$	2,586
Contractual cash flows not expected to be collected (nonaccretable discount)		(1,010	)
Expected cash flows at acquisition		1,576
Interest component of expected cash flows (accretable discount)		(305	)
Fair value of acquired loans	$	1,271

(Dollars in thousands)	Pre-Modification		Post-Modification
September 30, 2019	Outstanding Recorded Investment		Outstanding Recorded Investment		Recorded Investment
Commercial real estate	$	2,670	$	2,571	$	1,894
Residential mortgage		677		675		497
	$	3,347	$	3,246	$	2,391

(Dollars in thousands)
	Lease Obligation		Sublease Rental Income		Net Rental Expense
2019		2,171		81		2,090
2020		1,970		81		1,889
2021		1,603		20		1,583
2022		1,464		—		1,464
2023		1,245		—		1,245
thereafter		6,691		—		6,691
	$	15,144	$	182	$	14,962

Capital Conservation Buffer (as a % of risk-weighted assets)		Maximum Payout (as a % of eligible retained income)
> 2.5%		No payout limitation applies
≤2.5% and >1.875%		60%
≤1.875% and >1.25%		40%
≤1.25% and >0.625%		20%
≤0.625%		0%

	As of January 1,
		2016			2017			2018			2019
Minimum common equity Tier 1 capital ratio			4.5	%		4.5	%		4.5	%		4.5	%
Common equity Tier 1 capital conservation buffer			0.625	%		1.25	%		1.875	%		2.5	%
Minimum common equity Tier 1 capital ratio plus capital conservation buffer			5.125	%		5.75	%		6.375	%		7.0	%
Phase-in of most deductions from common equity Tier 1 capital			60	%		80	%		100	%		100	%
Minimum Tier 1 capital ratio			6.0	%		6.0	%		6.0	%		6.0	%
Minimum Tier 1 capital ratio plus capital conservation buffer			6.625	%		7.25	%		7.875	%		8.5	%
Minimum total capital ratio			8.0	%		8.0	%		8.0	%		8.0	%
Minimum total capital ratio plus capital conservation buffer			8.625	%		9.25	%		9.875	%		10.5	%

		Mid Penn Bancorp, Inc. (Registrant)

By:		/s/ Rory G. Ritrievi
		Rory G. Ritrievi
		President and CEO
		(Principal Executive Officer)

Date:		~~November 8, 2019~~August 7, 2020



By:		/s/ Michael D. Peduzzi, CPA
		Michael D. Peduzzi, CPA
		Senior Executive Vice President and Chief Financial Officer

Date:		~~November 8, 2019~~August 7, 2020