Qnb Corp. QNBC US Equity☆

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations – Overview

QNB Corp. (“QNB” or the “Company”) earns its net income primarily through its subsidiary, QNB Bank (the “Bank”). Net interest income, or the spread between the interest, dividends and fees earned on loans and investment securities and the expense incurred on deposits and other interest-bearing liabilities, is the primary source of operating income for QNB. QNB seeks to achieve sustainable and consistent earnings growth while maintaining adequate levels of capital and liquidity and limiting its exposure to credit and interest rate risk levels approved by the Board of Directors. Due to its limited geographic area, comprised principally of Bucks, Lehigh and Montgomery counties, growth is pursued through expansion of existing customer relationships and building new relationships by stressing a consistent high level of service at all points of contact.

Tabular information presented throughout management’s discussion and analysis, other than share and per share data, is presented in thousands of dollars.

Net income for the year ended December 31, 2020 was $12,083,000, or $3.42 per share on a diluted basis. This compares to 2019 net income of $12,357,000, or $3.53 per share on a diluted basis and 2018 net income of $11,335,000, or $3.25 per share on a diluted basis. Two important measures of profitability in the banking industry are an institution’s return on average assets and return on average shareholders’ equity. Return on average assets was 0.90%, 1.02% and 0.96% in 2020, 2019, and 2018, respectively, and return on average shareholders’ equity was 9.76%, 10.58% and 10.47%, respectively, during those same periods.

The Bank contributed $11,753,000 to net income for the year ended December 31, 2020 compared to $10,648,000 for the same period in 2019; whereas the holding company contributed $330,000 to net income for the year ended December 31, 2020 compared to $1,709,000 for the same period in 2019. The decrease at the holding company resulted primarily from a decrease in gains on sales of equity securities and a decrease in the fair value of the equity portfolio during 2020.

2020 versus 2019

The results for 2020 include the following significant components:

• Provision for income taxes decreased $288,000.

2019 versus 2018

The results for 2019 include the following significant components:

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These items, as well as others, will be explained more thoroughly in the next sections.

Net Interest Income

The following table presents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the years ended December 31, 2020, 2019, and 2018.

Net interest income is the primary source of operating income for QNB. Net interest income is interest income, dividends, and fees on earning assets, less interest expense incurred for funding sources. Earning assets primarily include loans, investment securities and interest-bearing balances at the Federal Reserve Bank (Fed). Sources used to fund these assets include deposits and borrowed funds. Net interest income is affected by changes in interest rates, the volume and mix of earning assets and interest-bearing liabilities, and the amount of earning assets funded by non-interest-bearing deposits.

For purposes of this discussion, interest income and the average yield earned on loans and investment securities are adjusted to a tax-equivalent basis as detailed in the table that appears above. This adjustment to interest income is made for analysis purposes only. Interest income is increased by the amount of savings of Federal income taxes, which QNB realizes by investing in certain tax-exempt state and municipal securities and by making loans to certain tax-exempt organizations. In this way, the ultimate economic impact of earnings from various assets can be more easily compared.

The net interest rate spread is the difference between average rates received on earning assets and average rates paid on interest-bearing liabilities, while the net interest margin, which includes interest-free sources of funds, is net interest income expressed as a percentage of average interest-earning assets. The Asset/Liability and Investment Management Committee works to manage and maximize the net interest margin for the Company.

2020 versus 2019

On a tax-equivalent basis, net interest income for 2020 increased $865,000, or 2.3%, to $37,939,000. The net interest margin, which decreased 24 basis points to 2.92% was unfavorably impacted by decreased rates on loans. The average rate earned on earning assets decreased 60 basis points from 4.02% for 2019 to 3.42% for 2020 with the yield on loans decreasing 53 basis points, favorably impacted by a $48,161,000 increase in average commercial and industrial loans partially offset by an 123 basis point decrease in the related yield and a $9,475,000 increase in average residential real estate loans partially offset by a 19 basis point decrease in yield, and unfavorably impacted by a 36 basis point decrease in the yield partially offset by a $21,719,000 increase in average commercial real estate loans. The yield on investment securities declined 45 basis points to 1.92%. In comparison, the interest rate paid on total average interest-bearing liabilities decreased 44 basis points from 1.07% for 2019 to 0.63% for 2020 with the average rate paid on interest-bearing deposits increasing from 1.06% to 0.63% for the same time periods, respectively, partially offset by a $75,213,000 increase in average interest-bearing deposits.

Market disruption caused by local bank consolidation positively impacted both loan and deposit growth which was partially offset by the competitive local interest rate market for quality loans and deposits. Net interest spread decreased 16 basis points to 2.79% for 2020 compared to 2.95% for 2019. Average earning assets increased by $122,532,000, or 10.4%, to $1,297,151,000 for 2020, with average loans increasing $60,465,000, or 7.5%, to $871,991,000. The growth in loans and investment securities was funded by a $120,038,000, or 11.6%, increase in average total deposits.

2019 versus 2018

On a tax-equivalent basis, net interest income for 2019 increased $1,241,000, or 3.5%, to $37,074,000. The net interest margin, which increased three basis points to 3.16% was favorably impacted by increased rates on loans. The average rate earned on earning assets increased 17 basis points from 3.85% for 2018 to 4.02% for 2019 with the yield on loans increasing 16 basis points, favorably impacted by a $32,443,000 increase in average commercial real estate loans and an 16 basis point increase in the related yield, a $5,290,000 increase in average residential real estate loans and a 12 basis point increase in yield, and a $2,447,000 increase in average commercial and industrial loans and a 15 basis point increase in the related yield. The yield on investment securities increased to 2.37%. In comparison, the interest rate paid on total average interest-bearing liabilities increased 19 basis points from 0.88% for 2018 to 1.07% for 2019 with the average rate paid on interest-bearing deposits increasing from 0.86% to 1.06% for the same time periods, respectively, and a $15,780,000 increase in average interest-bearing deposits.

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Average Balances, Rates, and Interest Income and Expense Summary (Tax-Equivalent Basis)

Average Average Average Average Average Average

balance rate Interest balance rate Interest balance rate Interest

Assets

Investment securities (AFS & Equities):

Loans:

Liabilities and Shareholders' Equity

Interest-bearing deposits:

Tax-exempt securities and loans were adjusted to a tax-equivalent basis and are based on the marginal Federal corporate tax rate of 21 percent. Non-accrual loans and investment securities are included in earning assets.

* Includes loans held-for-sale

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Rate-Volume Analysis of Changes in Net Interest Income (1) (2) (3)

Due to change in: Total Due to change in: Total

Volume Rate Change Volume Rate Change

Interest income:

Investment securities (AFS & Equities):

U.S. Treasury $ (46 ) $ — $ (46 ) $ 1 $ 45 $ 46

Pooled trust preferred — (1 ) (1 ) (2 ) — (2 )

Loans:

Interest expense:

The Rate-Volume Analysis tables, as presented on a tax-equivalent basis, highlight the impact of changing rates and volumes on interest income and interest expense. Total interest income on a tax-equivalent basis decreased $2,814,000 to $44,384,000 for 2020, while total interest expense decreased $3,679,000 to $6,445,000. Volume growth in earning assets contributed an additional $5,293,000 of interest income and interest rate decreases contributed to a reduction in interest income of $8,107,000. Rate-related interest expense decreased $3,921,000, while volume-related interest expense increased $242,000.

Investments

2020 versus 2019

Interest income on available-for-sale and equity investment securities decreased $1,043,000 when comparing the two years. The increase in average balances contributed an additional $878,000 to interest income but was offset by $1,921,000 due to the 45-basis point decrease in rates. The average yield on the available-for-sale and equity investment portfolio decreased to 1.92% for 2020 compared to 2.37% for 2019.

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Income on U.S. Government agency securities decreased $370,000, due to a decrease in average balances totaling $5,225,000 and a 43-basis point decrease in the yield from 1.81% for 2019 to 1.38% for 2020. Most of the bonds in the agency portfolio have call features ranging from three months to three years, many of which were exercised during 2020 as a result of the declining rates during the year.

Interest income on tax-exempt municipal securities increased $91,000. Average balances, which increased $11,192,000, contributed $396,000 to interest income. The decrease in yield of 46 basis points from 3.54% in 2019 to 3.08% in 2020 partially offset the increase in interest income by $305,000. Many of these bonds have either reached maturity or their call dates and are being replaced with municipal bonds with less favorable tax-equivalent yields. Typically, QNB purchased municipal bonds with 10- to 15-year maturities with call dates between 2 and 5 years. Future demand for tax-exempt municipal securities is uncertain, as the tax-equivalent yield could be less favorable compared to other securities with similar risk-based capital asset-weighting characteristics.

All the mortgage-backed and collateralized mortgage obligations (“CMO”) securities owned by QNB are issued by U.S. Government agencies and sponsored enterprises (“GSE”) and carry the implicit backing of the U.S. Government, but they are not direct obligations of the U.S. Government. Interest income on mortgage-backed securities and CMOs decreased $807,000 due to 57-basis point decrease in rate from 2.18% for 2019 to 1.61% for 2020 partially offset by an increase of $25,401,000, or 11.7%, in average balances. This portfolio generally provides higher yields relative to agency bonds and provides monthly cash flow which can be used for liquidity purposes or can be reinvested as interest rates increase.

Income on corporate debt securities decreased $28,000 due to a decrease in average balances of $653,000 and a decrease in yield from 3.74% for 2019 to 3.69% for 2020.

Dividend income on equities increased $118,000 due to an increase in average balances of $2,790,000 and an increase in yield of 23 basis points.

2019 versus 2018

Interest income on available-for-sale and equity investment securities decreased $115,000 when comparing the two years. The decrease in average balances contributed to $519,000 of the decrease, partially offset by $404,000 due to the increase in rates. The average yield on the available-for-sale and equity investment portfolio increased slightly to 2.37% for 2019 compared to 2.32% for 2018. The decrease in the investment portfolio is due to funding needs to support loan growth.

Income on U.S. Government agency securities decreased $34,000, due to a decrease in average balances totaling $2,513,000, which was partially offset by an increase in the yield on the portfolio of two basis points from 1.79% for 2018 to 1.81% for 2019. Most of the bonds in the agency portfolio have call features ranging from three months to three years, many of which were not exercised during 2019 as a result of the rising rates during the year.

Interest income on tax-exempt municipal securities decreased $399,000. Average balances, which decreased $16,416,000, contributed $539,000 to the interest income decline. The increase in yield of 25 basis points from 3.29% in 2018 to 3.54% in 2019 partially offset the decrease in interest income by $140,000.

Interest income on mortgage-backed securities and CMOs increased $150,000 due to both an increase of $3,282,000, or 1.5%, in average balances and an increase in yield of four basis points from 2.14% for 2018 to 2.18% for 2019.

Income on corporate debt securities increased $150,000 due to an increase in average balances of $1,760,000 and an increase in yield from 2.39% for 2018 to 3.74% for 2019.

Loans

2020 versus 2019

The largest category of the loan portfolio is commercial real estate loans. This category of loans includes commercial purpose loans secured by either commercial properties such as office buildings, hotels, factories, warehouses, medical facilities and retail establishments, or residential real estate, usually the residence of the business owner or investment properties. The category also includes construction and land development loans. Income on commercial real estate loans decreased $731,000. The increase in average balances of $21,719,000, or 4.7%, contributed an increase in interest income of $1,047,000; this was offset by the 36-basis point decrease in yield, from 4.82% in 2019 to 4.46% in 2020 resulted in a decrease of interest income of $1,778,000.

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Income on commercial and industrial loans, the second largest category, increased $4,000 with the positive impact from an increase in average balances. Average commercial and industrial loans increased $48,161,000, or 30.6%, to $205,566,000 for 2020, resulting in a $2,531,000 increase in interest income. Average yield on these loans decreased 123 basis points to 4.02% causing a decrease of $2,527,000 in interest income. Many of the loans in this category are indexed to the prime interest rate, which decreased 25 basis points in August 2019 with an additional decrease of 25 basis points in September 2019, 25 basis points in October and a total of 150 basis points in March 2020. Included in this category are the PPP loans which contributed $53,374,000 of the net volume increase. The PPP loans yield one percent to the customer, however QNB received origination fees from the SBA ranging from one to five basis points, resulting in a yield of approximately 3.36% for 2020. The PPP loans contributed 24 basis points to the decline in the average yield.

Tax-exempt loan income decreased $335,000 from $1,609,000 in 2019. When comparing the same periods, average balances decreased $11,904,000 to $35,665,000, which contributed a $402,000 decrease in interest income. The average yield on the tax-exempt loan portfolio increased from 3.38% for 2019 to 3.57% for 2020, resulting in an increase in interest income of $67,000. The decrease in volume during 2020 was a result of municipal loans being refinanced as bonds.

QNB strives to become the “local consumer lender of choice”, and to affect this goal, QNB has refocused its retail lending efforts by strengthening the management of the area, adding new product offerings and by increasing marketing and promotion. The positive impact of this renewed focus has been year-over-year growth in balances in residential mortgages. Overall, interest income for retail lending decreased $691,000 in 2020 compared with 2019, driven by the 62-basis point decrease in yield.

Given the low yields on alternative investment securities, QNB retained certain fixed rate and hybrid adjustable rate mortgages to borrowers with high credit scores and low loan-to-value ratios. As a result, average residential mortgage loans secured by first lien 1-4 family residential mortgages increased by $9,475,000, or 14.0%, to $77,077,000 for 2020. The average yield on the residential real estate portfolio decreased 19 basis points to 3.79% for 2020 compared to 3.98% for 2019. Overall, interest income for this segment grew $234,000 in 2020.

Income on home equity loans decreased by $830,000 when comparing 2020 and 2019. During 2020 and 2019, QNB offered attractive rates on both variable rate and fixed rate home equity loans. Mortgage rates dropped during 2020 resulting in the refinancing home-equity lines into longer-term mortgages, this contributed to the decrease in average balances of $6,145,000, or 9.1%, to $61,493,000 when comparing 2020 and 2019. The yield on the home equity portfolio decreased 88 basis points to 3.79% when comparing the two years. The home values have recovered; therefore, we expect that the demand for home equity loans will continue.

Interest income on consumer loans decreased $95,000. Consumer loans at QNB experienced a decline in average balances in 2020, which decreased $841,000, or12.4%, led by a decline in student loans. Student loan balances are no longer insured, and QNB ceased funding originations through its third-party provider during the second half of 2018; average balances decreased $544,000 and interest income decreased $69,000 when comparing 2020 and 2019.

2019 versus 2018

Income on commercial real estate loans increased $2,258,000. The increase in average balances of $32,443,000, or 7.5%, contributed an increase in interest income of $1,512,000. The 16-basis point increase in yield, from 4.66% in 2018 to 4.82% in 2019 resulted in an increase of interest income of $746,000.

Income on commercial and industrial loans increased $368,000 with the positive impact from an increase in yield and average balances. Average commercial and industrial loans increased $2,447,000, or 1.6%, to $157,405,000 for 2019, resulting in a $124,000 increase in interest income. Average yield on these loans increased 15 basis points to 5.25% providing an additional $244,000 in interest income.

Tax-exempt loan income increased $225,000 from 2018. When comparing the same periods, average balances increased $4,557,000 to $47,569,000, which contributed a $147,000 increase in interest income. The average yield on the tax-exempt loan portfolio increased from 3.22% for 2018 to 3.38% for 2019, resulting in an increase in interest income of $78,000.

Interest income for retail lending interest income for retail lending increased $444,000 in 2019 compared with 2018, driven by the increase in average balances and average rate increases on residential and home equity loans.

Average residential mortgage loans secured by first lien 1-4 family residential mortgages increased by $5,290,000, or 8.5%, to $67,602,000 for 2019. The average yield on the residential real estate portfolio increased 12 basis points to 3.98% for 2019 compared to 3.86% for 2018. Overall, interest income for this segment grew $286,000 in 2019.

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Income on home equity loans increased by $169,000 when comparing 2019 and 2018.Average balances increased $262,000, or 0.4%, to $67,638,000 when comparing 2019 and 2018. The yield on the home equity portfolio increased 23 basis points to 4.67% when comparing the two years.

Interest income on consumer loans decreased $11,000. Average balances in this segment decreased $217,000, or 3.1%, led by a decline in student loans. Student loan average balances decreased $362,000 and interest income decreased $17,000 when comparing 2019 and 2018. This decrease was partially offset by an increase in consumer installment loans.

Deposits and Borrowings

2020 versus 2019

Earning assets are funded primarily by deposits, which increased on average by $120,038,000, or 11.6%, to $1,150,411,000, when comparing 2020 and 2019. Total interest expense for 2020 was $6,455,000 compared with $10,124,000 for 2019, a decrease of $3,679,000. Interest expense on total deposits decreased $3,362,000 and interest expense on borrowed funds decreased $317,000 when comparing the two years. The rate paid on interest-bearing deposits decreased 43 basis points; the rate paid on borrowings decreased 59 basis points, when comparing the two periods. Deposit and borrowing costs are expected to increase as the competition for deposits increases when rates rise

Consistent with the past several years, the growth in deposits during 2020 was centered in accounts with greater liquidity. Average non-interest-bearing demand accounts increased $44,825,000, or 31.6%, to $186,897,000 for 2020; QNB has been successful in increasing both personal and business checking accounts. Average interest-bearing demand accounts increased $39,635,000, or 18.7%, to $252,050,000 for 2020 compared with 2019, with interest expense on interest-bearing demand accounts decreasing $322,000 to $668,000 for 2020. The average rate paid decreased 21 basis points to 0.26% for 2020 compared to 0.47% for 2019. Interest-bearing business checking account average balances increased by $10,689,000, or 24.3%, and related interest expense decreased $265,000, or 72 basis points in yield, when comparing the two years. This was primarily due to initial proceeds from PPP loans being held by customers at the Bank. Also included in this category is QNB-Rewards checking, a tiered-rate checking account product. In order to receive the high rate a customer must receive an electronic statement, have one direct deposit or other ACH transaction and have at least 12 debit card purchase transactions post and clear per statement cycle. If these qualifications are not met, the rate paid for 2020 was 0.20%. For 2020, the average balance in this product was $74,447,000 and the related interest expense was $325,000 for an average cost of funds of 0.44%. In comparison, the average balance in this product was $59,490,000 and the related interest expense was $392,000 for an average cost of funds of 0.66%. The rates paid on the QNB-Rewards product, assuming qualifications are met, is attractive relative to competitors’ offerings as well as other QNB products. This product also generates fee income through the use of the debit card. The average balance of other interest-bearing demand accounts included in this category increased from $108,872,000 for 2019 to $122,861,000 for 2020. The average rate paid on these balances was 0.05% for both years.

Average money market accounts increased $839,000, or 0.9%, to $90,989,000 for 2020 compared with 2019. Interest expense on money market accounts decreased $410,000 to $405,000 for 2020 compared with 2019. The average interest rate paid on money market accounts was 0.45% for 2020, a decrease of 45 basis points compared with 2019. The balances in this category primarily comprise Select money market accounts, a product that pays a tiered rate based on account balances. The balances remaining in these accounts for 2020 were primarily at higher-yielding tiers.

Interest expense on municipal interest-bearing demand accounts decreased $1,344,000 to $679,000 for 2020. The average balance of municipal interest-bearing demand accounts increased $7,134,000, or 6.3%, to $119,673,000 and the average interest rate paid on these accounts decreased 123 basis points to 0.57% for 2020 from 1.80% for 2019. Most of these accounts are indexed to the Federal funds rate with negotiated rate floors between 0.25% and 0.50%. Many of these deposits are seasonal in nature and are received during the third quarter as tax receipts are collected and are withdrawn over the course of the next year.

QNB’s online e-Savings product is the largest category of savings deposits and was created to compete with other online savings accounts. Average balances increased $35,050,000, or 20.4%, to $207,177,000 in 2020 compared with $172,127,000 in 2019. The average cost of funds on these accounts was 0.50% for 2020 and 0.86% for 2019. The yield on this account may rise along with market rates and as competition for savings balances increases. Traditional statement savings accounts and club accounts are also included in the savings category and increased on average by $10,376,000, or 14.7%, to $81,108,000. The average rate paid on total savings accounts was 0.40% for 2020, a 26-basis point decrease from 0.66% for 2019 and interest expense decreased $450,000, to $1,155,000 from $1,605,000 over the same period.

Interest expense on time deposits decreased $836,000, to $3,155,000 in 2020, due to a 25-basis point decrease in yield, from 1.73% in 2019 to 1.48% in 2020. The decrease in average balances was $17,821,000 in 2020, to $212,517,000. Similar to fixed-rate loans and investment securities, time deposits reprice over time and, therefore, have less of an immediate impact on costs in either a rising or falling rate environment. However, the maturity and repricing characteristics of time deposits tend to be shorter.

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Approximately $131,190,000, or 66.6%, in time deposits will reprice or mature over the next 12 months compared with 59.8% of the portfolio at December 31, 2019. The average rate paid on these time deposits is approximately 1.16%.

Short-term borrowings are comprised of sweep accounts structured as repurchase agreements with our commercial customers and overnight borrowings from correspondent banks with average balances in 2020 of $50,007,000 and $1,738,000, respectively. Interest expense on short-term borrowings decreased by $453,000 to $247,000 when comparing the two years. During this period average balances of repurchase agreements increased $9,788,000 with a 28-basis point decrease in average rate paid, resulting in a decrease of cost of funds of $69,000. The average balances of borrowings from correspondent banks declined $15,023,000 and the average rate paid decreased 59 basis points, resulting in a decrease in cost of funds of $384,000.

Average long-term debt was $8,566,000 with an average yield of 1.57%, 33 basis points lower than the yield on short-term FHLB borrowings. The yield on interest-bearing liabilities decreased 44 basis points to 0.63% for 2020.

2019 versus 2018

Total interest expense for 2019 was $10,124,000 compared with $8,185,000 for 2018, an increase of $1,939,000. Interest expense on total deposits increased $1,911,000 and interest expense on borrowed funds increased $28,000 when comparing the two years. The rate paid on interest-bearing deposits increased 20 basis points; the rate paid on borrowings increased 13 basis points, when comparing the two periods.

Average non-interest-bearing demand accounts increased $11,439,000, or 8.8%, to $142,072,000 for 2019; QNB has been successful in increasing both personal and business checking accounts. Average interest-bearing demand accounts increased $18,043,000, or 9.3%, to $212,415,000 for 2019 compared with 2018, with interest expense on interest-bearing demand accounts increasing $301,000 to $990,000 for 2019. The average rate paid increased 12 basis points to 0.47% for 2019 compared to 0.35% for 2018. Interest-bearing business checking account average balances increased by $10,206,000, or 30.2%, and related interest expense increased $245,000, or 35 basis points in yield, when comparing the two years. This was primarily due to one large commercial customer consolidating both existing and external accounts. For 2019, the average balance QNB-Rewards checking was $59,490,000 and the related interest expense was $392,000 for an average cost of funds of 0.66%. In comparison, the average balance of the QNB-Rewards accounts for 2018 was $54,188,000, yielding 0.62%. The average balance of other interest-bearing demand accounts included in this category increased from $106,337,000 for 2018 to $108,872,000 for 2019. The average rate paid on these balances was 0.05% for both years

Average money market accounts increased $12,437,000, or 16.0%, to $90,150,000 for 2019 compared with 2018. The increase in money market balances is a result of a shift in balances to from less liquid and lower yielding savings accounts. Interest expense on money market accounts increased $486,000 to $815,000 for 2019 compared with 2018. The average interest rate paid on money market accounts was 0.90% for 2019, an increase of 48 basis points compared with 2018.

Interest expense on municipal interest-bearing demand accounts increased $486,000 to $2,023,000 for 2019. The average balance of municipal interest-bearing demand accounts increased $6,128,000, or 5.8%, to $112,539,000 and the average interest rate paid on these accounts increased 36 basis points to 1.80% for 2019 from 1.44% for 2018.

Online eSavings average balances declined $23,131,000, or 11.8%, to $172,127,000 in 2019 compared with 195,258,000 in 2018, resulting from a shift to more liquid deposit accounts. . The average cost of funds on these accounts was 0.86% for 2019 and 0.79% for 2018. Traditional statement savings accounts and club accounts are also included in the savings category and decreased on average by $956,000, or 1.3%, to $70,732,000. The average rate paid on total savings accounts was 0.66% for 2019, a four-basis point increase from 2018 while interest expense decreased $52,000, to $1,605,000 from $1,657,000 over the same period.

Interest expense on time deposits increased $690,000, to $3,991,000 in 2019, due to a 28-basis point increase in yield, from 1.45% in 2018 to 1.73% in 2019. The increase in average balances was $3,259,000 in 2019, to $230,338,000.

Short-term borrowings are comprised of sweep accounts structured as repurchase agreements with our commercial customers and overnight borrowings from correspondent banks with average balances in 2019 of $40,219,000 and $16,761,000, respectively. Interest expense on short-term borrowings increased by $28,000 to $700,000 when comparing the two years. During this period average balances of repurchase agreements increased $2,047,000 with a 15-basis point increase in average rate paid, resulting in an increase of cost of funds of $73,000. This was partly offset by a decrease in average balances of borrowings from correspondent banks of $6,006,000 while the average rate paid increased 46 basis points, resulting in a net decrease in cost of funds of $45,000.

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Provision for Loan Losses

The provision for loan losses represents management’s determination of the amount necessary to be charged to operations to bring the allowance for loan losses to a level that represents management’s best estimate of the known and inherent losses in the existing loan portfolio. QNB recorded a provision for loan losses of $1,250,000, $1,300,000 and $1,130,000 for the twelve-month periods ended December 31, 2020, 2019 and 2018, respectively. Net loan charge-offs were $311,000, or 0.04% of total average loans for 2020 compared with $247,000, or 0.03% of total average loans in 2019 and $137,000, or 0.02% of total average loans in 2018. The majority of the commercial loans charged off during 2020 and 2019 had specific reserves established during the allowance for loan loss calculation process prior to the decision to charge-off the loans. Deterioration in credit quality or significant growth in the loan portfolio may result in a higher provision for loan losses in 2021.

Non-Interest Income

Non-interest income comparison

Change from prior year

$ Change % Change

N/M - Not Meaningful

2020 versus 2019

QNB, through its core banking business, generates various fees and service charges. Total non-interest income includes service charges on deposit accounts, ATM and debit card income, retail brokerage and advisory income, income on bank-owned life insurance, merchant income and gains and losses on investment securities and residential mortgage loans. Total non-interest income was $8,317,000 in 2019 compared with $7,602,000 in 2020, a decline of $715,000.

Fees for services to customers are primarily comprised of service charges on deposit accounts. These fees were $1,315,000 for 2020, a decrease of $376,000, or 22.2%, from 2019. Overdraft income, which represented approximately 71% and 77% of total fees for services to customers in 2020 and 2019, respectively, decreased by $376,000, or 28.8%, when comparing 2020 to 2019. The decreasein overdraft income primarily reflects a decrease in the number of overdraft occurrences.

ATM and debit card income is primarily comprised of transaction income on debit cards and ATM cards and ATM surcharge income for the use of QNB’s ATM machines by non-QNB customers. ATM and debit card income was $2,195,000 in 2020, an increase of $125,000, or 6.0%, from the amount recorded in 2019. Debit card interchange income increased $117,000, or 5.8%, to $2,131,000 in 2020, while ATM surcharge income and monthly card fees income increased $8,000 to $64,000. The growth in checking accounts and card usage contributed to the increase in debit card income, including the QNB Rewards checking product, a tiered-rate checking account which requires, among other terms, the posting of a minimum of twelve debit card purchase transactions per statement cycle to receive the high interest rate.

QNB provides securities and advisory services under the name QNB Financial Services through an independent third-party registered Broker/Dealer and Registered Investment Advisor. QNB terminated its contract with its third-party broker-dealer effective August 1, 2018 and entered into a similar arrangement with another third-party provider. QNB Financial Services finalized the transferring of accounts to the new provider’s platform during 2019. QNB receives a percentage of the revenue generated but is responsible for salaries and expenses of advisors who are QNB employees. Retail brokerage and advisory revenue was $581,000 for 2020 compared with $560,000 in 2019, an increase of $21,000, or 3.8%. In 2018 and throughout 2019, there was a transition to move toward advanced advisory fees based on assets under management in lieu of fees per transaction; advisory fees increased $24,000 comparing 2020 to 2019. Sales in front-loaded products, such as annuities and alternative investments (which include private equity, hedge funds, managed futures, real estate “REITs”, commodities and derivatives contracts) and trailing income related to these decreased

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$3,000 in 2020 over 2019. In 2020, the net income provided by QNB Financial Services was $197,000, compared with $82,000 in net income for 2019.

Income on bank-owned life insurance (“BOLI”) represents the earnings and death benefits on life insurance policies in which the Bank is the beneficiary. The insurance carriers reset the rates on these policies annually taking into consideration the interest rate environment as well as mortality costs. The existing policies have rate floors which limit how low the earnings rate can go. Some of these policies are currently at their floor. Income on these policies during 2020 was $294,000 compared to $292,000 for 2019.

Merchant income represents fees charged to merchants for the Bank’s handling of credit card or charge sales. Merchant income was $417,000 for 2020, an increase of $69,000, or 19.8%, from the amount reported in 2019. The increase in merchant income is primarily a result of increased usage.

The fixed-income securities portfolio represents a significant portion of QNB’s earning assets and is also a primary tool in liquidity and asset/liability management. QNB actively manages its fixed-income portfolio to take advantage of changes in the shape of the yield curve, changes in spread relationships in different sectors, and for liquidity purposes. Management continually reviews strategies that will result in an increase in the yield or improvement in the structure of the investment portfolio, including monitoring credit and concentration risk in the portfolio. In addition, the Corporation owns a small portfolio of equity securities for the purpose of generating both dividend income and capital appreciation.

Net gains on investment securities decreased $1,146,000 to a net gain of $609,000 for the year ended December 31, 2020, compared with a net gain of $1,755,000 for the year ended December 31, 2019, primarily due to market conditions which resulted in greater opportunities for profitable sales in 2019 compared with 2020. Gains from equity securities were $1,781,000 in 2019 compared to gains of $585,000 in 2020. Net gains on the sale of fixed income securities were $24,000 for 2020 compared to net losses of $26,000 for 2019. Unrealized losses on equity securities of $47,000 were recorded during 2020 compared to unrealized gains $770,000 during 2019.

The net gain on residential mortgage sales is directly related to the volume of mortgages sold and the timing of the sales relative to the interest rate environment. Residential mortgage loans to be sold are identified at origination. The net gain on the sale of residential mortgage loans was $1,724,000 and $195,000 for 2020 and 2019, respectively. Mortgage financing activity increased in 2020, as an improvement in rates prompted borrowers to purchase. Proceeds from the sale of residential mortgages were $35,605,000 and $7,324,000 for the years ended December 31, 2020 and 2019, respectively. Included in the gains on the sale of residential mortgages in 2020 and 2019 are $249,000 and $54,000, respectively, related to the recognition of mortgage servicing assets.

QNB retains servicing rights for residential mortgages sold in the secondary market. A servicing fee is retained on all mortgage loans sold and serviced. QNB recognizes its obligation to service financial assets that are retained in a transfer of assets in the form of a servicing asset. The servicing asset is amortized in proportion to, and over, the period of net servicing income or loss. On a quarterly basis, servicing assets are assessed for impairment based on their fair value. Mortgage servicing income of $41,000 for 2020 and $117,000 for 2019 is included in other non-interest income.

Other non-interest income, excluding mortgage servicing income, was $473,000 for 2020, a decline of $46,000 from the amount recorded in 2019. Other non-interest income included broker-dealer conversion costs reimbursements of $66,000 and $83,000 for 2020 and 2019, respectively. Other non-interest income included a $58,000 deferred gain on the sale of a bank-financed other real estate owned property in 2019. Title company income increased $31,000 when comparing 2020 to 2019.

2019 versus 2018

Total non-interest income was $8,317,000 in 2019 compared with $4,892,000 in 2018, an increase of $3,425,000.

Fees for services to customers were $1,691,000 for 2019, a decrease of $8,000, or 0.5%, from 2018. ATM and debit card income was $2,070,000 in 2019, an increase of $175,000, or 9.2%, from the amount recorded in 2018. Debit card interchange income increased $173,000, or 9.4%, to $2,014,000 in 2019, while ATM surcharge income and monthly card fees income increased $2,000 to $56,000.

Retail brokerage and advisory revenue was $560,000 for 2019 compared with $370,000 in 2018, an increase of $190,000, or 51.4%. In 2018 and throughout 2019, there was a transition to move toward advanced advisory fees based on assets under management in lieu of fees per transaction; advisory fees increased $175,000 comparing 2019 to 2018. There was also growth in sales in front-loaded products in 2019 than in 2018, resulting in increased revenues of $15,000.

Income on BOLI policies during 2019 was $292,000 compared to $291,000 for 2018.

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Merchant income was $348,000 for 2019, an increase of $22,000, or 6.7%, from the amount reported in 2018. The increase in merchant income is primarily a result of increased usage.

Net gains on investment securities increased $1,831,000 to a net gain of $1,755,000 for the year ended December 31, 2019, compared with a net loss of $76,000 for the year ended December 31, 2018, primarily due to market conditions which resulted in greater opportunities for profitable sales in 2019 compared with 2018. Gains from equity securities were $1,781,000 in 2019 compared to losses of $79,000 in 2018. Strong performance in the U.S. equity markets during 2019, enabled QNB to sell some equity holdings and recognize gains. Net losses on the sale of fixed income securities were $26,000 for 2019 compared to net gains of $3,000 for 2018. The adoption of Accounting Standard Update 2016-01 (ASU 2016-01) effective January 1, 2018 requires the Company to record unrealized gains or losses on equity securities through earnings, rather than in other comprehensive income (loss), a component of shareholders’ equity. Unrealized gains on equity securities of $770,000 were recorded during 2019 compared to unrealized losses $336,000 during 2018.

The net gain on the sale of residential mortgage loans was $195,000 and $105,000 for 2019 and 2018, respectively. Mortgage financing activity increased in 2019, as an improvement in rates prompted borrowers to purchase. Proceeds from the sale of residential mortgages were $7,324,000 and $4,478,000 for the years ended December 31, 2019 and 2018, respectively. Included in the gains on the sale of residential mortgages in 2019 and 2018 are $54,000 and $33,000, respectively, related to the recognition of mortgage servicing assets.

Other non-interest income, excluding mortgage servicing income, was $519,000 for 2019, an increase of $27,000 from the amount recorded in 2018. Other non-interest income included broker-dealer conversion costs reimbursements of $83,000 and $48,000 for 2019 and 2018, respectively. Other non-interest income included a $58,000 deferred gain on the sale of a bank-financed other real estate owned property in 2019 and 2018 included a $57,000 sales tax refund. Decreased revenues from letters of credit fees of $22,000 were partially offset by increased revenue in credit cards and title company income of $8,000 and $12,000, respectively, when comparing 2019 to 2018.

Non-Interest Expense

Non-interest expense comparison

Change from prior year

$ Change % Change

2020 versus 2019

Non-interest expense is comprised of costs related to salaries and employee benefits, net occupancy, furniture and equipment, marketing, third party services, FDIC insurance premiums, regulatory assessments and taxes and various other operating expenses. Total non-interest expense was $28,955,000 in 2020, an increase of $851,000, or 3.0%, from the $28,104,000 in 2019. QNB’s overhead efficiency ratio, which represents the percentage of each dollar of revenue that is used for non-interest expense, is calculated by taking non-interest expense divided by net operating revenue (tax-equivalent net interest income plus non-interest income). QNB’s efficiency ratios for 2020, 2019 and 2018 were 63.6%, 61.9%, and 63.6%, respectively. The increase in the 2020 efficiency ratio is primarily due to non-interest expense in 2020 being higher by $851,000 over 2019 versus tax-equivalent income increasing $148,000.

Salaries and benefits expense is the largest component of non-interest expense. QNB monitors, using various surveys, the competitive salary and benefit information in its markets and makes adjustments when appropriate. Salaries and benefits expense for 2020 was $16,541,000, an increase of $455,000 compared with $16,086,000 reported in 2019. Salary expense and related payroll taxes for 2020 was $13,762,000, an increase of $88,000 compared with $13,674,000 reported in 2019. Included in salary expense in 2020 was incentive compensation plus related payroll taxes of $731,000, a $309,000 decrease over incentive compensation in 2019. Benefit expense for 2020 was $2,779,000, an increase of $367,000, or 15.2%, from the amount recorded in 2019. Medical premiums

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increased $330,000. Retirement plan matching and safe harbor increased $92,000 compared to 2019. QNB utilized unvested forfeited 401(k) contributions to offset retirement plan matching in 2020 and 2019.

Net occupancy and furniture and equipment expense increased $378,000, to $4,914,000 when comparing 2020 to 2019, due primarily to increased software, additional 2020 building and equipment maintenance resulting from the COVID-19 Pandemic, branch rent related to a 2020 renewed lease and higher depreciation in 2020 resulting from renovations, one new branch and a branch relocation in 2019.

Marketing expense was $876,000 for 2020, a $166,000 decrease from the expense recorded in 2019. Advertising and sales promotions expense declined $87,000 and marketing expenses related to public relations declined $82,000, respectively, for the year ended December 31, 2020 compared with 2019. QNB’s contributions and sponsorships for not-for-profit organizations, events and clubs in the communities it serves are included in public relations expense; many of these events were cancelled or postponed due to the COVID-19 Pandemic.

Third party services are comprised of professional services, including legal, accounting, auditing and consulting services, as well as fees paid to outside vendors for support services of day-to-day operations. These support services include correspondent banking services, statement printing and mailing, investment security safekeeping and supply management services. Third party services increased $70,000.

Telephone, postage and supplies expense increased $16,000 to $736,000 in 2020, compared with 2019, primarily due to an increase in supplies of $16,000 related to the COVID-19 Pandemic.

FDIC insurance premium expense increased $300,000 in 2020. The premium assessment formula for small institutions was changed by the FDIC and implemented in late 2016 and is based on asset growth and related risk assumptions determined by the FDIC as well as capital. Small institutions, for FDIC premium assessments purposes, are defined as those with total consolidated assets less than $10 billion. On September 30, 2018, the Deposit Insurance Fund Reserve Ratio reached 1.36%. Because the reserve ratio has exceeded 1.35%, a change impacting QNB’s deposit insurance assessment occurred under the FDIC regulations: Small institutions were awarded assessment credits for the portion of their assessments that contributed to the growth in the reserve ratio from 1.15% to 1.35%, to be applied when the reserve ratio is at least 1.38%. QNB received $273,000 in assessment credits during 2019.

State tax expense represents the payment of the Pennsylvania Shares Tax and Pennsylvania sales and use tax. State tax expense was $887,000 and $760,000 for the years 2020 and 2019, respectively. The Pennsylvania Shares Tax is based primarily on the equity of the Bank. The increase in Pennsylvania Shares Tax is a result of growth of the Bank’s capital.

Other operating expenses for the twelve months ended December 31, 2020 decreased $329,000, or 11.6%. In 2019 there was a write-off of a receivable of $103,000 and foreclosure expenses of $42,000. The remaining decreases were primarily due to reduced business development, travel, seminar and meeting expenses related to cancellations of events due to the COVID-19 Pandemic.

2019 versus 2018

Total non-interest expense was $28,104,000 in 2019, an increase of $2,219,000, or 8.6%, from the $25,885,000 recorded in 2018. Salaries and benefits expense for 2019 was $16,086,000, an increase of $1,675,000 compared with $14,411,000 reported in 2018. Salary expense and related payroll taxes for 2019 was $13,674,000, an increase of $1,411,000 compared with $12,263,000 reported in 2018. Included in salary expense in 2019 was incentive compensation plus related payroll taxes of $1,040,000, a $130,000 increase over incentive compensation in 2018. Benefit expense for 2019 was $2,412,000, an increase of $264,000, or 12.3%, from the amount recorded in 2018. Medical premiums increased $129,000. Retirement plan matching and safe harbor increased $71,000 compared to 2018. QNB utilized unvested forfeited 401(k) contributions to offset retirement plan matching in 2019 and 2018.

Net occupancy and furniture and equipment expense increased $499,000, to $4,536,000 when comparing 2019 to 2018, due primarily to increased software, higher depreciation resulting from 2019 renovations, one new branch and a branch relocation, building and equipment maintenance and branch rent.

Marketing expense was $1,042,000 for 2019, a $115,000 increase from the expense recorded in 2018. Advertising and sales promotions expense increased $83,000 and marketing expenses related to public relations increased $32,000, respectively, for the year ended December 31, 2019 compared with 2018.

Third party services decreased $36,000 when comparing the two periods, primarily due to tax preparation fees in 2018 of $36,000 related to method changes implemented for the 2017 returns.

Telephone, postage and supplies expense increased $35,000 to $720,000 in 2019, compared with 2018, primarily due to an increase in postage expense of $31,000.

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FDIC insurance premium expense decreased $355,000, or 56.9%, in 2019. QNB received $273,000 in assessment credits during 2019.

State tax expense represents the payment of the Pennsylvania Shares Tax and Pennsylvania sales and use tax. State tax expense was $760,000 and $727,000 for the years 2019 and 2018, respectively.

Other operating expenses for the twelve months ended December 31, 2019 increased $253,000, or 9.8%. In 2019 there was a write-off of a receivable of $103,000, the remaining increases were primarily due to debit card expense, business development costs and foreclosure expenses.

Income Taxes

Applicable income tax expense and effective tax rates were $2,562,000, or 17.5% for 2020, $2,850,000, or 18.7%, for 2019 compared with $1,557,000, or 12.1%, for 2018. The primary reason for the decreased effective tax rate for 2020 over 2019 was due to the state taxes on the realized gains on securities in 2019. In 2018, QNB elected to change its tax methods for bad debt conformity and for loan origination costs effective with the filing of the 2017 tax return which resulted in a tax benefit of $415,000. These discrete tax items were recorded in 2018.

Summary Impact of 2018 Discrete Tax Items

Tax provision, discrete items and revaluation of net deferred tax asset 415

Reported Net Income (GAAP) $ 11,335

Effect of discrete items and tax legislation on diluted earnings per share 0.11

Reported Diluted Earnings per Share (GAAP) $ 3.25

Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. In the event of disclosure or release of non-GAAP financial measures, the SEC Regulation G requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP.

For the year ended December 31, 2018, the effective tax rate excluding the discrete items was 15.3%; the primary reason for the increase effective tax rate for 2019 over 2018 was due to the state taxes on the realized gains on securities. QNB expects the effective tax rate in 2021 to be similar to the 17.5%, less than the 21% corporate rate, due to its holdings of tax-free assets, including municipal bonds, municipal loans, and life insurance contracts. For a more comprehensive analysis of income tax expense and deferred taxes, refer to Note 11 in the Notes to Consolidated Financial Statements.

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Financial Condition

ASSETS

The following table presents total assets at the dates indicated:

Change from prior year

Cash and interest-earning deposits

Total cash and cash equivalents increased $21,723,000 from $17,608,000 at December 31, 2019 to $39,331,000 at December 31, 2020. QNB had interest-bearing balances at the Federal Reserve Bank of $25,581,000 compared with $1,584,000 and interest-bearing balances in a brokerage account of $242,000 compared with $3,616,000 at December 31, 2020 and December 31, 2019, respectively. Net cash was provided by operating activities. The maturity, prepayment and sales of investment securities and proceeds received from deposit growth more than offset loan growth and the purchases of investment securities.

Investment Securities and Other Short-Term Investments

At December 31, 2020 and 2019, QNB had no Federal funds sold. With the Federal funds rate between 0% and 0.25%, excess funds for liquidity purposes are kept at the Federal Reserve. These funds carry a 0% risk weighting for risk-based capital calculation purposes.

QNB accounts for its investments by classifying securities into four categories. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Debt securities that QNB has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Debt securities not classified as either held-to-maturity securities or trading securities are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses, net of tax, excluded from earnings and reported as a separate component of shareholders’ equity. Equity investments with readily determinable fair values are measured at fair value with changes in fair value recognized in net income. Management determines the appropriate classification of securities at the time of purchase.

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Investment Portfolio History

Investment Securities Available-for-Sale

U.S. Government agencies and sponsored enterprises (GSEs):

Equity Investments

Investment Securities - Trading

QNB did not hold any trading security during 2020 or 2019.

Investments Held-To-Maturity Debt Securities

QNB did not hold any held-to-maturity security during 2020 or 2019.

Investments Available-For-Sale Debt Securities

Available-for-sale investment securities include securities that management intends to use as part of its liquidity and asset/liability management strategy. These securities may be sold in response to changes in market interest rates, changes in the securities prepayment or credit risk, the need for liquidity, or growth in loan demand. At December 31, 2020, the fair value of investment debt securities available-for-sale was $435,646,000, or $7,151,000 above the amortized cost of $428,495,000. This compares to a fair value of $349,710,000, or $325,000 above the amortized cost of $349,385,000, at December 31, 2019. The available-for-sale portfolio, excluding the pooled trust preferred securities, had a weighted average maturity of approximately 5.2 years at December 31, 2020 and 4.6 years at December 31, 2019. The weighted average tax-equivalent yield, excluding the pooled trust preferred securities, was 1.57% and 2.36% at December 31, 2020 and 2019, respectively.

At December 31, 2020, approximately 78% of QNB’s investment securities available-for-sale were either U.S. Government agency debt securities, U.S. Government agency issued mortgage-backed securities or CMOs. As of December 31, 2020, QNB held no securities of any one issue or any one issuer (excluding the U.S. Government and its agencies) that were in excess of 10% of shareholders’ equity.

The QNB investment portfolio represents a significant portion of earning assets and interest income. QNB actively manages the investment portfolio in an attempt to maximize earnings, while considering liquidity needs, interest rate risk and credit risk. The increase of the investment portfolio as a percent of total assets in 2020 is due to deposit growth and the investment of excess funds. Proceeds from the sale of investment securities available-for-sale were $6,930,000 during 2020 compared with $47,851,000 during 2019. In addition to the proceeds from the sale of investment securities available-for-sale, proceeds from maturities, calls and prepayments were $207,245,000 in 2020 compared with $68,174,000 in 2019. During 2020, $295,734,000 of investment securities available-for-sale were purchased compared with $113,688,000 during 2019.

The balance of U.S. Government agency securities increased $478,000 to $69,776,000 at December 31, 2020 and represents 16.0% of the available-for-sale investment portfolio, compared with 19.8% at December 31, 2019. U.S. Government agency issued CMO and MBS balances increased $49,356,000 to $270,795,000 and represents 62.2% of the available-for-sale portfolio compared with 63.4% at December 31, 2019. These bonds provide monthly cash flow to be reinvested in either loans or other securities, potentially at higher yields as rates increase.

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The balance of municipal securities increased $37,031,000 to $87,812,000 at December 31, 2020, representing 20.2% of the available-for-sale portfolio compared with 14.5% at December 31, 2019. QNB focuses on the financial performance of the underlying issuer for municipal bond purchases in addition to the bond rating of the issuer or the rating of bond insurer, if present. Ninety-four bonds were purchased with a book value of $51,787,000 and thirty-five bonds with a book value of $15,045,000 were called or matured in 2020.

QNB owns one collateralized debt obligations (“CDO”) in the form of a pooled trust preferred security. The security is comprised of securities issued by banks or bank holding companies. QNB owns the mezzanine tranche of this security. The security is structured so that the senior and mezzanine tranches are protected from defaults by over-collateralization and cash flow default protection provided by subordinated tranches. The trust preferred security the Bank continues to hold has a carrying balance of $70,000 at December 31, 2020 and represents the senior-most obligation of the trust. There was no credit-related other-than-temporary impairment charge during 2020, 2019 or 2018. Future estimates of fair value of the remaining security could require recording additional OTTI charges through earnings. For additional detail on these securities see Notes 4 and 17 of the Notes to Consolidated Financial Statements.

The weighted average maturity is based on the stated contractual maturity or likely call date of all securities except for MBS and CMOs, which are based on estimated average life. The maturity of the portfolio could become shorter if interest rates declined and prepayments on MBS and CMOs increased or securities are called. However, the estimated average life could lengthen if interest rates were to increase and principal payments on MBS and CMOs slowed or securities anticipated to be called extend past their call date.

Investment Portfolio Maturities and Weighted Average Yields

Investment Securities Available-for-Sale

U.S. Government agency:

State and municipal:

Mortgage-backed:

Collateralized mortgage obligations (CMOs):

Pooled trust preferred:

Fair value — — — 70 70

Weighted average yield — — — 2.64 % 2.64 %

Corporate debt:

Securities are assigned to categories based on stated contractual maturity except for mortgage-backed securities and CMOs which are based on anticipated payment periods and state and municipal securities which are based on pre-refunded date, if applicable. Tax-exempt securities were adjusted to a tax-equivalent basis and are based on the marginal Federal corporate tax rate of 21% and a Tax Equity and Financial Responsibility Act (“TEFRA”) adjustment for the cost of funds. Weighted average yields on investment securities available-for-sale are based on amortized cost.

Investments in Equity Securities

Equity securities increased $3,685,000 to $12,849,000 at December 31, 2020 from $9,164,000 at December 31, 2019. QNB sold $4,767,000 in equity securities for a net gain of $585,000 and purchased $7,914,000 in equities during 2020.

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QNB adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, effective January 1, 2018. This ASU was issued by the Financial Accounting Standards Board (FASB) on January 5, 2016 to enhance the reporting model for financial instruments to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The FASB issued ASU 2018-03 in February 2018 which provides technical corrections and improvements to ASU 2016-01. QNB used the modified retrospective method for transition in which the cumulative effect will be recognized at the date of adoption with no restatement of comparative periods presented. QNB reclassified a loss, net of taxes, of $254,000 from accumulated other comprehensive loss to retained earnings on January 1, 2018. Increases and decreases in the fair value were recognized in net income during 2020, 2019 and 2018. At December 31, 2020, the fair value of the equity securities was $12,849,000, or $65,000 above the cost of $12,784,000 compared to $$9,164,000, or $111,000 above the cost of $9,053,000 at December 31, 2019.

The equities portfolio comprises blue-chip large-capitalized stocks, providing a taxable equivalent dividend yield of 3.54%. The estimated cumulative contribution (realized and unrealized net gains (losses), plus dividends) of the equity portfolio to earnings per share from January 1, 2008 through December 31, 2020 is $1.79 per diluted share. Details of the equity portfolio’s contribution to net income is detailed in the following table.

Net Income (Expense) on Equity Securities For the Year Ended December 31,

Equity Securities:

Unrealized (loss) gain N/A N/A N/A (336 ) 770 (47 )

Loans

QNB’s primary business is to accept deposits and to make loans to meet the credit needs of the communities it serves. Loans are the most significant component of earning assets, and growth in loans to small businesses and residents of these communities has been a primary focus of QNB. Inherent within the lending function is the evaluation and acceptance of credit risk and interest rate risk. QNB manages credit risk associated with its lending activities through portfolio diversification, underwriting policies and procedures and loan monitoring practices.

QNB has comprehensive policies and procedures that define and govern commercial and retail loan originations and the management of risk. All loans are underwritten in a manner that emphasizes the borrowers’ capacity to pay. The measurement of capacity to pay delineates the potential risk of non-payment or default. The higher potential for default determines the need for and amount of collateral required. QNB makes unsecured commercial loans when the capacity to pay is considered substantial. As capacity lessens, collateral is required to provide a secondary source of repayment and to mitigate the risk of loss. Various policies and procedures provide guidance to the lenders on such factors as amount, terms, price, maturity and appropriate collateral levels. Each risk factor is considered critical to ensuring that QNB receives an adequate return for the risk undertaken, and that the risk of loss is minimized.

QNB manages the risk associated with commercial loans by having lenders work in tandem with credit analysts while maintaining independence between personnel. In addition, a Bank loan committee and a committee of the Board of Directors review and approve certain loan requests on a weekly basis. Other than disclosed in the forthcoming Loan Portfolio Table, at December 31, 2020, there was a concentration of loans to lessors of residential buildings and dwellings of 14.9% of total loans and to lessors of nonresidential buildings of 19.6% of total loans, compared with 16.6% and 18.3% of total loans, respectively, at December 31, 2019. These concentrations were primarily within the commercial real estate categories.

QNB moved from an eight-grade risk rating system to a ten-grade system in 2018, further disaggregating the credit quality of the loan portfolio to enhance credit risk strategies.

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QNB’s commercial lending activity is focused on small businesses within the local community. Commercial purpose loans are generally perceived as having more risk of default than residential real estate loans with a personal purpose and consumer loans. These types of loans involve larger loan balances to a single borrower or group of related borrowers and are more susceptible to a risk of loss during a downturn in the business cycle. These loans may involve greater risk because the availability of funds to repay these loans depends on the successful operation of the borrower’s business. The assets financed are used within the business for its ongoing operation. Repayment of these types of loans generally comes from the cash flow of the business or the ongoing conversions of assets, such as accounts receivable and inventory, to cash. Commercial and industrial loans represent commercial purpose loans that are either secured by collateral other than real estate or unsecured.

Commercial loans secured by commercial real estate include commercial purpose loans collateralized at least in part by commercial real estate. Some of these loans may not be for the express purpose of conducting commercial real estate transactions. Commercial loans secured by residential real estate are commercial purpose loans generally secured by the business owner’s residence or residential investment properties owned by the borrower and rented to tenants. Commercial loans secured by either commercial real estate or residential real estate are originated primarily within the Eastern Pennsylvania market area, are within the Bank’s underwriting criteria, and generally include the guarantee of the borrowers. Repayment of this kind of loan is dependent upon either the ongoing cash flow of the borrowing entity or the resale of or lease of the subject property. Commercial real estate and commercial construction loans may be affected to a greater extent than residential loans by adverse conditions in real estate markets or the economy because commercial real estate borrowers’ ability to repay their loans depends on successful development of their properties.

Loans to state and political subdivisions are tax-exempt or taxable loans to municipalities, school districts and housing and industrial development authorities. These loans can be general obligations of the municipality or school district repaid through their taxing authority, revenue obligations repaid through the income generated by the operations of the authority, such as a water or sewer authority, or loans issued to a housing and industrial development agency, for which a private corporation is responsible for payments on the loans.

The Company originates fixed rate and adjustable-rate residential real estate loans that are secured by the underlying 1-4 family residential properties. Credit risk exposure in this area of lending is minimized by the evaluation of the credit worthiness of the borrower, including debt-to-income ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. To reduce interest rate risk, qualifying originations of fixed-rate loans to individuals for 1-4 family residential mortgages with maturities of 15 years or greater are generally sold in the secondary market. Mortgage loan origination activity increased in 2020 with $39,474,000 in residential mortgages originated for sale during 2020, compared with $8,106,000 for 2019. There were $6,570,000 in residential mortgage loans held-for-sale at December 31, 2020 and $977,000 at December 31, 2019. These loans are carried at the lower of aggregate cost or market.

The home equity portfolio consists of fixed-rate home equity loans and variable rate home equity lines of credit. These loans are often in a junior lien position and therefore carry a higher risk than first lien 1-4 family residential loans. Risks associated with loans secured by residential properties, either first lien residential mortgages or home equity loans and lines, are generally lower than commercial loans and include general economic risks, such as the strength of the job market, employment stability and the strength of the housing market. Since most loans are secured by a primary or secondary residence, the borrower’s continued employment is the greatest risk to repayment.

The Company offers a variety of loans to individuals for personal and household purposes. Consumer loans are generally considered to have greater risk than loans secured by residential real estate because they may be unsecured, or, if they are secured, the value of the collateral may be difficult to assess or more likely to decrease in value than real estate. Credit risk in this portfolio is controlled by conservative underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower, and, if secured, the value of the collateral.

Under the CARES Act, enacted on March 27, 2020, QNB continues to provide customers experiencing financial hardship caused by the COVID-19 Pandemic, solutions to help them through this difficult period. As of December 31, 2020, QNB had modifications to approximately 4.0% of the commercial portfolio, with an outstanding balance of $31,148,000, and modifications to approximately 1.8% of the retail portfolio, with an outstanding balance of $2,722,000, related to the COVID-19 Pandemic. During 2020, the Bank originated $82,475,000 in PPP loans, enabling 660 businesses to maintain their payrolls and stay in operation. At December 31, 2020, QNB had 556 PPP loans totaling $72,821,000 reported in commercial and industrial loans. PPP loan origination fees net of costs amounted to $1,909,000 at December 31, 2020 and are recognized in interest income as a yield adjustment over the term of the loans. The PPP loans are 100% guaranteed by the SBA. Excluding PPP loans net of deferred fees at December 31, 2020, loans receivable would have increased $28,514,000, or 3.5% since year-end 2019.

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Total loan receivables at December 31, 2020 were $920,042,000, an increase of $99,426,000, or 12.1%, from December 31, 2019. This follows a 4.5% increase in outstanding loans in 2019. A key financial ratio, loans to deposits was 74.9% at December 31, 2020, compared with 79.1% at December 31, 2019. QNB continues to be committed to make loans available to credit worthy consumers and businesses.

Loan Portfolio

Commercial:

Retail:

Loan Maturities and Interest Sensitivity

Commercial:

Retail:

Demand loans and loans with no stated maturity are included in one year or less. Table details final maturity.

The following shows the amount of loans due after one year that have fixed interest rates and variable or adjustable interest rates at December 31, 2020:

Loans with fixed predetermined interest rates: $195,877,000

Loans with variable or adjustable interest rates: $593,220,000

The Allowance for Loan Losses Allocation table on Page 43 shows the percentage composition of the loan portfolio over the past five years. There was very little change in the composition of the portfolio between the periods ended December 31, 2019 and 2020. Loans secured by commercial real estate represent the largest sector of the portfolio, remaining 41.0% of the portfolio at both December 31, 2020 and December 31, 2019, as the balances in this sector grew by $41,536000, or 12.4%, from $336,050,000 at December 31, 2019 to $377,586,000 at December 31, 2020. While loans secured by commercial real estate represent a significant portion of the total portfolio, the collateral is diversified, including investment properties, manufacturing facilities, office buildings, hospitality properties, hospitals, retirement and nursing home facilities, warehouses and owner-occupied facilities. Commercial real estate loans have drawn the attention of the regulators in recent years as a potential source of risk. QNB monitors these types of loans closely, obtaining updated appraisals on loans classified substandard or worse. As detailed in the Allowance for Loan Losses table, QNB had no charge-offs in this category in 2020, 2019 or 2018.

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Commercial loans secured by residential real estate increased by $9,454,000, or 13.1%, to $81,897,000 at December 31, 2020 and at 8.9% represent a slightly higher share of the overall portfolio than the 8.8% at December 31, 2019. Some of the properties that serve as collateral for these loans are located outside the Bank’s market area and have experienced vacancies and significant declines in market value in prior years. Charge-offs in this category have significantly decreased over the past three years. Non-accrual commercial loans secured by residential real estate were $875,000, $851,000, and $1,102,000at December 31, 2020, 2019, and 2018, respectively. Net recoveries were $68,000 in 2020, compared with net recoveries of$72,000 in 2019 and net charge-offs of $50,000 in 2018. In 2020,$64,000 of the net recoveries were out-of-market investment properties, compared with $73,000 of the net recoveries in 2019and $56,000 of the net charge-offs in 2018.

Commercial and industrial loans, the second largest sector of the portfolio, experienced growth in balances of $59,400,000, or 35.4%, to $227,431,000 at December 31, 2020. This followed a growth in this category of $5,579,000, or 3.4%, in 2019. Excluding PPP loans, commercial and industrial loans decreased $13,421,000, or 8.0% in 2020. Commercial and industrial loans represented 24.7% of the portfolio at year-end 2020 compared with 20.5% at December 31, 2019. Excluding PPP loans, commercial and industrial loans represented 18.2% of the portfolio at year-end 2020. This category of loans generally presents a greater risk than loans secured by real estate since these loans are either secured by accounts receivable, inventory or equipment, or are unsecured. During 2020, nonaccrual commercial and industrial loan balances decreased $1,534,000 to $4,367,000, the majority of which is due to paydowns of $1,270,000 and the partial charge-off of three credits totaling of $263,000. During 2019, nonaccrual commercial and industrial loan balances increased $2,722,000 to $5,901,000, the majority of which is due to six relationships being downgraded in 2019 of which one credit was partially charged-off by $207,000. In 2020, 2019, and 2018, charge-offs were $268,000, $207,000, and $0, respectively.

Construction loans increased 2.5% from $56,209,000, or 6.8% of the portfolio at December 31, 2019, to $57,594,000, or 6.2% of the portfolio at December 31, 2020. These loans are primarily to developers and builders for the construction of residential units or commercial buildings or to businesses for the construction of owner-occupied facilities. This portfolio is diversified among different types of collateral including: 1-4 family residential construction, medical and retirement home facilities, office buildings, hotels and land for development loans. Construction loans are generally made only on projects that have municipal approval. These loans are usually originated to include a short construction period followed by permanent financing provided through a commercial mortgage after construction is complete. Once construction is complete, the balance is moved to the secured by commercial real estate category if the permanent financing is provided by the Bank. There were no charge-offs in the construction loan portfolio since 2011, and no construction loans on non-accrual since 2014.

Loans to state and political subdivisions decreased $13,074,000, or 34.1%, from $38,376,000 at December 31, 2019 to $25,302,000 at December 31, 2020. This sector decreased from 4.7% of the total loan portfolio at December 31, 2019 to 2.7% at December 31, 2020. Many municipalities, counties and school districts refinanced their existing bonds or bank debt due to decreased. The decrease in 2020 was primarily due to one relationship lost during the end of 2020. The 2017 Tax Reform Act made the tax effective yield on loans to state and political subdivisions less favorable than experienced historically.

Residential mortgage loans secured by first lien balances increased by $13,270,000, or 19.1%, to $82,739,000 at December 31, 2020. This followed an increase of $2,016,000, or 3.0%, between December 31, 2018 and December 31, 2019. In 2020 and 2019, QNB retained some adjustable and fixed rate mortgages to borrowers with high credit scores and low loan-to-value ratios.

Balances in home equity loans and lines decreased $9,368,000, or 12.8%, to $63,943,000 at December 31, 2020. During 2020, QNB continued to offer very attractive rates on both variable and fixed rate home equity loans and lines. These attractive rates, along with excellent customer service, including quick turnaround time, resulted in new originations in home equity loans, however, paydowns and refinancing into mortgage loans contributed to the decline. QNB expects demand for home equity loans will increase as rates normalize and debt consolidation into mortgage loans decline.

Consumer loan balances decreased $1,166,000 to $5,364,000 at December 31, 2020. In 2013, QNB reentered the private student loan market through a relationship with a third party. These student loans are either fixed or variable rate with the rate dependent on the credit scores of the student and/or the cosigner. As of December 31, 2020 the balance of student loans was $2,724,000, a decrease of $672,000 compared with December 31, 2019. Student loan balances will decline, as their balances are no longer insured, and QNB ceased funding originations through the third party during 2019 and forward.

Non-Performing Assets

Non-performing assets include non-performing loans, OREO and repossessed assets and non-performing trust preferred securities. Non-performing assets totaled $14,109,000, or 0.98% of total assets at December 31, 2020, a $2,355,000 decrease over the $16,464,000, or 1.34% of total assets at December 31, 2019.

Total non-performing loans, which represent loans on non-accrual status, loans past due 90 days or more and still accruing interest and troubled debt restructured loans were $14,109,000, or 1.53% of total loans receivable at December 31, 2020 compared with $16,464,000, or 2.01% of total loans receivable at December 31, 2019. Loans on non-accrual status were $9,640,000 at December 31, 2020 compared with $11,704,000 at December 31, 2019. The decrease was primarily due to paydowns of $2,590,000 and net charge-offs of $419,000, partially offset by $945,000 being placed on nonaccrual of which $391,000 were due to two commercial relationships; specific impairment reserves have been established based on updated collateral values even if the borrower continues to pay in accordance with the terms of the agreement. Of the total amount of non-accrual loans at December 31, 2020, $5,030,000, or approximately 52% of the loans classified as non-accrual, are current or past due less than 30 days.

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QNB had no loans 90 days or more past due and still accruing at December 31, 2020 or at December 31, 2019. Total loans that are 30 days or more past due decreased $1,260,000 to $5,700,000, representing 0.62% of total loans at December 31, 2020compared with $6,960,000 and 0.85% of total loans at December 31, 2019. Restructured loans, as defined in accounting guidance for troubled debt restructuring in ASC 310-40, that have not already been included in loans past due 90 days or more and still accruing or in non-accrual loans, totaled $4,469,000 and $4,760,000 at December 31, 2020 and 2019, respectively.

QNB held no OREO at December 31, 2020 or 2019. There were no repossessed assets as of December 31, 2020 or 2019.

Non-Performing Assets

Loans past due 90 days or more and accruing

Commercial:

Commercial and industrial $ — $ — $ — $ — $ —

Construction — — — — —

Secured by commercial real estate — — — — —

Secured by residential real estate — — — — —

State and political subdivisions — — — — —

Indirect lease financing — — — — 11

Retail: — — — — —

1-4 family residential mortgages — — — — —

Home equity loans and lines — — — — —

Consumer — — — — —

Total loans past due 90 days or more and accruing — — — — 11

Non-accrual loans

Commercial:

Construction — — — — —

State and political subdivisions — — — — —

Indirect lease financing — — — — —

Retail:

Other real estate owned — — — — —

Non-accrual pooled trust preferred securities — — — — 2,281

Additional loan quality information can be found in Note 5 of the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. Management’s view is that loans classified as substandard or doubtful that are not included in the past due, non-accrual or restructured categories are potential problem loans. For some of these loans, management may have knowledge of possible credit problems that will cause management to question the ability of the borrowers to comply with the present loan repayment terms. Commercial loans classified as substandard or doubtful, which includes non-performing loans, continue to show improvement. At December 31, 2020, substandard or doubtful loans totaled $22,193,000, an increase of $6,271,000, or 39.4%, from the $15,922,000, reported as of December 31, 2019.

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Allowance for Loan Losses

The allowance for loan losses represents management’s best estimate of the known and inherent losses in the existing loan portfolio. Management believes that it uses the best information available to make determinations about the adequacy of the allowance and that it has established its existing allowance for loan losses in accordance with U.S. generally accepted accounting principles (“GAAP”). The determination of an appropriate level of the allowance for loan losses is based upon an analysis of the risks inherent in QNB’s loan portfolio. Management, in determining the allowance for loan losses, makes significant estimates and assumptions. Since the allowance for loan losses is dependent on conditions that may be beyond QNB’s control, it is at least reasonably possible that management’s estimates of the allowance for loan losses and actual results could differ. In addition, various regulatory agencies, as an integral part of their examination process, periodically review QNB’s allowance for losses on loans. Such agencies may require QNB to recognize changes to the allowance based on their judgments about information available to them at the time of their examination. Actual loan losses, net of recoveries, serve to reduce the allowance.

Management closely monitors the quality of its loan portfolio and performs a quarterly analysis of the appropriateness of the allowance for loan losses and the level of unallocated reserves. This analysis considers a number of relevant factors including: specific impairment reserves, historical loan loss experience, general economic conditions, levels of and trends in delinquent and non-performing loans, levels of classified loans, trends in the growth rate of loans, and concentrations of credit.

Economic conditions, nationally and in QNB’s market, declined in 2020, however, asset quality remained strong. The allowance level stated as a percent of loans receivable decreased from 1.20% at December 31, 2019 to 1.18% at December 31, 2020. Excluding PPP loans, the allowance level stated as a percent of loans receivable was 1.27% at December 31, 2020. PPP loans are 100% guaranteed by the SBA. The allowance for loan losses increased to $10,826,000 at year-end 2020 from $9,887,000 at year-end 2019, due to the increase in loans receivable over the same period and the decline economic conditions.

Allowance for Loan Losses Allocation

Balance at end of period applicable to:

Commercial:

Indirect lease financing — — — — — — — — — —

Retail:

Gross loans represent loans before unamortized net loan fees and costs. Percent gross loans lists the percentage of each loan type to total loans.

A loan is considered impaired, based on current information and events, if it is probable that QNB will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls may not be classified as impaired. Management determines the significance of payment delays and shortfalls on a case-by-case basis, taking into consideration all the circumstances surrounding the loan and the borrower, including length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent. At December 31, 2020 and 2019, the recorded investment in loans for which impairment has been identified totaled $14,516,000 and $16,860,000, respectively, of which $6,432,000 and

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$8,082,000, respectively, required no specific allowance for loan loss. The recorded investment in impaired loans requiring an allowance for loan losses was $8,084,000 and $8,778,000 at December 31, 2020 and 2019, respectively. At December 31, 2020 and 2019, the related allowance for loan losses associated with these loans was $3,050,000 and $3,566,000, respectively. See Note 5 to the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional detail of impaired loans.

Allowance for Loan Losses

Allowance for loan losses:

Charge-offs

Commercial:

Construction — — — — —

Secured by commercial real estate — — — — -

Secured by residential real estate — 51 77 23 120

State and political subdivisions — — — — —

Indirect lease financing — — — — 52

Retail:

1-4 family residential mortgages — — 1 — —

Home equity loans and lines — 17 84 — —

Recoveries

Commercial:

Construction — — — — —

Secured by commercial real estate 12 10 23 8 8

State and political subdivisions — — — — —

Indirect lease financing — — — — 9

Retail:

1-4 family residential mortgages — — — — —

Total loans (excluding loans held-for-sale)

Ratios:

Net charge-offs to:

Allowance for loan losses to:

QNB had net loan charge-offs of $311,000, or 0.04% of average loans for 2020 compared with $247,000, or 0.03% of average loans for 2019 and $137,000, or 0.02% of average loans for 2018. The majority of charge-offs recorded during these periods had specific

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reserves established during the allowance for loan loss calculation process prior to the decision to charge-off the loan. The increase in commercial and industrial charge-offs in 2020 and 2019 was primarily related to a single relationship as well as in 2017.

Management believes the allowance for loan losses of $10,826,000 is adequate as of December 31, 2020, in relation to the estimate of known and inherent losses in the portfolio.

Premises and equipment

Premises and equipment includes a right-of-use asset of $4,258,000 and $3,821,000 at December 31, 2020 and December 31, 2019 respectively. The discount rates used in determining the initial value of the right of use assets are based on the FHLB Amortizing Fixed Loan Rate for the term of each lease. QNB typically enters into lease agreements with an initial term of 5 to 10 years and subsequent additional optional terms in increments of 5 years. The lease agreements also contain termination options. None of the leases contain purchase options and none transfer the ownership of the leased asset. QNB has renewed one operating lease during 2020. QNB has renewed one operating lease and entered into two new operating leases during 2019. Operating lease liabilities are included with “Other liabilities” on the Consolidated Balance Sheets. All operating lease costs are included in non-interest expense within “Net occupancy” on the Consolidated Statements of Income. Other premises and equipment, net of depreciation decreased $641,000 to $11,146,000 at December 31, 2020. QNB built a new building for a relocated branch and made improvements to a new leased space in the creation of its twelfth branch during 2019.

Other assets

Other assets, as presented in the table on Page 35, decreased $2,280,000 from $5,836,000 at December 31, 2019 to $3,556,000 at December 31, 2020. Most of the decrease in other assets relates to a $1,375,000 decrease to the deferred tax asset resulting from the fair value adjustment on investment securities available-for-sale of $1,434,000. The detail of the net deferred tax asset can be found in Note 11 in the Notes to Consolidated Financial Statements.

LIABILITIES

The following table presents total liabilities at the dates indicated:

Change from prior year

Deposits

QNB primarily attracts deposits from within its market area by offering various deposit products. These deposits are in the form of time deposits, which include certificates of deposit and individual retirement accounts (“IRAs”) which have a stated maturity, and non-maturity deposit accounts, which include: non-interest-bearing demand accounts, interest-bearing demand accounts, money market accounts and savings accounts.

Total deposits increased $190,207,000, or 18.3%, to $1,228,067,000 at December 31, 2020. This follows an increase of $22,262,000, or 2.2%, to $1,037,860,000 at December 31, 2019. QNB has experienced growth in part due to market disruption created by bank mergers in its footprint throughout 2018, 2019 and 2020. The growth in deposits as well as the mix of deposits continues to be impacted by customers’ reactions to the competition, regulations and the interest rate environment. Many customers are looking for transaction accounts that provide liquidity and pay a reasonable amount of interest, while others look for high rate. Time deposit balances decreased $38,491,000, or 16.3% between 2019 and 2020. Customers appear to be looking for the safety of FDIC insured deposits and the stability of a strong local community bank.

Non-interest-bearing demand accounts increased $58,314,000 to $204,584,000 at December 31, 2020. This followed growth of $17,655,000 between December 31, 2018 and December 31, 2019. These deposits are both retail and commercial checking accounts and are volatile depending on the timing of deposits and withdrawals. QNB has been successful in attracting new customers and expanding relationships with existing customers, which provides an opportunity for fee income.

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Interest-bearing demand accounts, retail and business interest checking and municipal accounts increased $62,446,000, or 18.8%, to $395,364,000 at December 31, 2020. All three segments experienced growth in 2020. QNB has been successful in developing relationships with several school districts and municipalities as well as expanding existing relationships, the balances in these accounts are seasonal in nature and can be volatile on a daily basis. Most of the school district taxes are collected during the third quarter of the year and are disbursed over a nine-month period.Business checking increased from $47,577,000 at December 31, 2019 to $55,051,000 at December 31, 2020. Retail checking accounts increased $50,688,000, or 29.2%, to $224,112,000 at December 31, 2020. QNB continues to open a significant number of new checking accounts; additionally, customers may choose to switch products. Rewards checking balances increased $21,172,000 from $64,327,000 at December 31, 2019 to $85,499,000 at December 31,2020, and personal interest-bearing balances increased $4,959,000. The balances in the Select 50 product increased $24,403,000 from $91,249,000 at December 31, 2019to $115,652,000 at December 31, 2020.

Money Market accounts increased from $75,634,000 at December 31, 2019 to $96,811,000 at December 31, 2020 due to increases in both personal and business accounts.

Total savings account balances increased $86,761,000, or 35.1%, to $334,223,000 at December 31, 2020. This increase is due primarily to an increase in the online eSavings account of $67,877,000, or 38.5%, to $244,243,000 at December 31, 2020. The rate on eSavings accounts was changed from 0.80% at the end of 2019 to 0.40% in 2020.

Total time deposit account balances were $197,085,000 at December 31, 2020, a decrease of $38,491,000, or 16.3%, from the amount reported at December 31, 2019. QNB was able to retain many maturing deposits during 2020 by offering competitive rates and many current customers move balances from more liquid accounts to take advantage of these rates.

Maturity of Time Deposits of $100,000 or More

To continue to attract and retain deposits, QNB plans to remain competitive with respect to rates and to continue to deliver products with terms and features that appeal to customers. The QNB Rewards checking accounts and time deposits are examples of such products.

The following table presents trends in balances and yield on the major deposit groups.

Average Deposits by Major Classification

Balance Rate Balance Rate Balance Rate

Short-term borrowings

Short-term borrowings comprising commercial sweep accounts and overnight FHLB borrowings increased $2,907,000, or 5.2%, to $58,838,000 at December 31, 2020. Overnight FHLB borrowings decreased $11,817,000, to $0 at December 31, 2020. Commercial sweeps increased $14,724,000, or 33.4%, to $58,838,000 at December 31, 2020.

Long-term debt

Long-term debt comprises of $10,000,0000 in FHLB borrowings. During 2020, QNB borrowed long-term debt of $10,000,000 at fixed rates to lock in at a low yield. The average yield of 1.57% was 33 basis points lower than the yield on short-term FHLB borrowings.

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Other liabilities

Other liabilities comprise accrued expenses including salaries, post-retirement life insurance benefits and income taxes, operating lease liability, deferred revenue, and ATM/debit card processing clearing. These balances decreased $1,077,000, to $8,529,000 at December 31, 2020.

Liquidity

Liquidity represents an institution’s ability to generate cash or otherwise obtain funds at reasonable rates to satisfy demand for loans and deposit withdrawals. QNB attempts to manage its mix of cash and interest-bearing balances, Federal funds sold and investment securities to match the volatility, seasonality, interest sensitivity and growth trends of its loans and deposits. The Company manages its liquidity risk by measuring and monitoring its liquidity sources and estimated funding needs. Liquidity is provided from asset sources through repayments and maturities of loans and investment securities. The portfolio of investment securities classified as available for sale and QNB's policy of selling certain residential mortgage originations in the secondary market also provide sources of liquidity. Core deposits and cash management repurchase agreements have historically been the most significant funding source for QNB. These deposits and repurchase agreements are generated from a base of consumers, businesses and public funds primarily located in the Company’s market area.

An additional source of liquidity is provided by the Bank’s membership in the FHLB. At December 31, 2020, the Bank had a maximum borrowing capacity with the FHLB of approximately $342,915,000, net of the $10,000,000 in long-term debt outstanding at year-end 2020 and the $350,000 in FHLB-issued letters of credit. The maximum borrowing capacity changes depending upon the Bank’s level of qualifying collateral assets. QNB had $10,000,000 and $11,817,000 in FHLB borrowings at December 31, 2020 and 2019, respectively. In addition, the Bank maintains five unsecured Federal funds lines with five correspondent banks totaling $101,000,000. At December 31, 2020 and 2019, there were no outstanding borrowings under these lines. Future availability under these lines is subject to the policies of the granting banks and may be withdrawn. As part of its contingency funding plan, QNB successfully tested its ability to borrow from these sources during the fourth quarter of 2020.

Total cash and cash equivalents, equity and available-for-sale securities and loans held-for-sale totaled $494,396,000 at December 31, 2020 and $377,459,000 at December 31, 2019, of which $220,934,000 and $205,016,000, respectively, were pledged as collateral for repurchase agreements and public deposits. This increase in liquid sources is primarily the result of a $85,936,000 increase in available-for-sale securities and a $21,723,000 increase in cash. Management anticipates that these liquid sources are adequate to meet normal fluctuations in loan demand or deposit withdrawals. It is anticipated that the investment portfolio will continue to provide sufficient liquidity as municipal bonds are called and as principal and interest payments on mortgage-backed and CMO securities provide steady cash flow. Increases in interest rates, however, result in decreased cash flow available from the investment portfolio.

QNB is a member of the Certificate of Deposit Account Registry Services (“CDARS”) program offered by the Promontory Interfinancial Network, LLC. CDARS is a funding and liquidity management tool used by banks to access funds and manage their balance sheet. It enables financial institutions to provide customers with full FDIC insurance on time deposits over $250,000 that are placed in the program. QNB also has available Insured Cash Sweep (“ICS”), another program through Promontory Interfinancial Network, LLC, which is a product similar to CDARS, but one that provides liquidity like a money market or savings account. QNB had $2,440,000 in CDARS time deposits at December 31, 2020.

SHAREHOLDERS’ EQUITY

The following table presents total shareholders’ equity at the dates indicated:

Change from prior year

Accumulated other comprehensive gain, net of tax 5,649 257 5,392 N/M

Total shareholders’ equity increased $13,728,000, or 11.4%, to $134,445,000 at December 31, 2020 with retained earnings (net income less dividends paid) contributing $7,272,000 and the dividend reinvestment and stock purchase plan, employee stock purchase plan and stock option plan contributing $1,082,000. During 2020, QNB purchased $130,000 in treasury stock.

Accumulated other comprehensive gain increased $5,392,000 to a $5,649,000 gain, resulting from the increase in fair value of the available-for-sale investment portfolio due to maturities of securities and calls on securities being replaced during 2020.

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QNB remains “well capitalized” based on FDIC requirements.

Capital Adequacy

A strong capital position is fundamental to support continued growth and profitability and to serve the needs of depositors. QNB’s shareholders’ equity at December 31, 2020 was $134,445,000, or 9.33% of total assets, compared with shareholders’ equity of $120,717,000, or 9.85% of total assets, at December 31, 2019. Shareholders’ equity at December 31, 2020 included a positive adjustment of $5,649,000 related to unrealized holding losses, net of taxes, on investment securities available for sale. At December 31, 2019, shareholders’ equity included a positive adjustment of $257,000 related to unrealized holding losses, net of taxes, on investment securities available for sale. Excluding these adjustments, shareholders’ equity to total assets would have been 8.98% and 9.84% at December 31, 2020 and 2019, respectively.

Average shareholders’ equity and average total assets were $123,790,000 and $1,343,984,000 for 2020, an increase of 6.0% and 10.9%, respectively, from 2019 average equity and average total assets of $116,771,000 and $1,212,040,000, respectively. The ratio of average total equity to total average assets was 9.21% for 2020, compared with 9.63% for 2019.

QNB is subject to restrictions on the payment of dividends to its shareholders pursuant to the Pennsylvania Business Corporation Law of 1988 as amended (the BCL). The BCL operates generally to preclude dividend payments, if the effect thereof would render QNB insolvent, as defined. As a practical matter, QNB’s payment of dividends is contingent upon its ability to obtain funding in the form of dividends from the Bank. Under Pennsylvania banking law, the Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. At December 31, 2020, the retained earnings of the Bank totaling $113,178,000 was available for dividends without prior Pennsylvania Department of Banking approval, subject to the regulatory capital requirements discussed below. The approval of the Federal Reserve is required for a state bank member in the Federal Reserve system to pay dividends if the total of all dividends declared in any calendar year exceeds the Bank’s net profits (as defined) for that year combined with its retained net profits for the preceding two calendar years. Under this formula, the Bank can declare dividends in 2021 without approval of the Federal Reserve of approximately $21,883,000 plus an additional amount equal to the Bank’s net profits for 2021 up to the date of any such dividend declaration. QNB paid dividends to its shareholders of $1.36 per share, $1.32 per share, and $1.28 per share, in 2020, 2019, and 2018, respectively.

QNB is subject to various regulatory capital requirements as issued by Federal regulatory authorities. Regulatory capital is defined in terms of Tier 1 capital and Tier 2. Risk-based capital ratios are expressed as a percentage of risk-weighted assets. Risk-weighted assets are determined by assigning various weights to all assets and off-balance sheet arrangements, such as letters of credit and loan commitments, based on associated risk. QNB is subject to various regulatory capital requirements as issued by Federal regulatory authorities. The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (“Basel III”) became effective for QNB on January 1, 2015 and was fully phased-in by January 1, 2019.

Under the final rules, minimum requirements increased for both the quantity and quality of capital held by banks. The rules included a new common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0%, required a minimum ratio of Total Capital to risk-weighted assets of 8.0%, and required a minimum Tier 1 leverage ratio of 4.0%. A new capital conservation buffer, comprised of common equity Tier 1 capital, was also established above the regulatory minimum capital requirements. This capital conservation buffer was phased in beginning January 1, 2016, at 0.625% of risk-weighted assets and increase each subsequent year by an additional 0.625% until reaching its final level of 2.5% on January 1, 2019. Strict eligibility criteria for regulatory capital instruments were also implemented. The final rules also revised the definition and calculation of Tier 1 capital, Total Capital, and risk-weighted assets. QNB and the Bank had enough capital to meet the fully phased in buffer on January 1, 2019.

QNB offers a Dividend Reinvestment and Stock Purchase Plan (the “Plan”) to provide participants a convenient and economical method for investing cash dividends paid on the Company’s common stock in additional shares at a discount. The Plan also allows participants to make additional cash purchases of stock at a discount. Stock purchases under the Plan contributed $898,000 and $863,000 to capital during 2020 and 2019, respectively.

The Board of Directors has authorized the repurchase of up to 100,000 shares of QNB’s common stock in open market or privately negotiated transactions. The repurchase authorization does not bear a termination date. As of December 31, 2019, 57,883 shares were repurchased under this authorization at an average price of $16.97 and a total cost of $982,000. During 2020, 4,100 shares were repurchased at an average price of $31.75. As of December 31, 2020, a total of 61,983 shares were repurchased under this authorization at an average price of $17.95 and a total cost of $1,112,000.

The Federal Deposit Insurance Corporation Improvement Act of 1991 established five capital level designations for insured institutions ranging from “well capitalized” to “critically undercapitalized.” At December 31, 2020 and 2019, management believes

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that the Company and the Bank met all capital adequacy requirements to which they are subject and have met the “well capitalized” criteria.

Capital Analysis

Regulatory Capital

Net unrealized securities losses, net of tax (5,649 ) (257 )

Deferred tax assets on net operating loss — —

Disallowed goodwill and other disallowed intangible assets (8 ) (8 )

Quarterly average assets for leverage capital purposes $ 1,419,404 $ 1,232,064

Capital Ratios

Common equity tier I capital / risk-weighted assets 12.86 % 12.76 %

Tier 1 capital / risk-weighted assets 12.86 % 12.76 %

Total regulatory capital / risk-weighted assets 13.95 % 13.82 %

Tier 1 capital / average assets (leverage ratio) 9.07 % 9.78 %

Contractual Obligations, Commitments, and Off-Balance Sheet Arrangements

QNB has various financial obligations, including contractual obligations and commitments, which may require future cash payments.

The following table presents, as of December 31, 2020, significant contractual obligations to third parties by payment date and the amounts and expected maturities of significant commitments. Further discussion of the nature of each obligation can be found in the Notes to Consolidated Financial Statements. The Company’s reserve for unfunded commitments totaled $91,000 and $73,000 at December 31, 2020 and December 31, 2019, respectively.

Commitments to extend credit, including loan commitments, standby letters of credit, and commercial letters of credit do not necessarily represent future cash requirements, as these commitments often expire without being drawn upon. The Company does not currently have any commitments for significant capital expenditures or other purchase obligations.

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Market Risk Management

Market risk reflects the risk of economic loss resulting from changes in interest rates and market prices. QNB’s primary market risk exposure is interest rate risk and liquidity risk. QNB’s liquidity position was discussed in a prior section.

QNB’s largest source of revenue is net interest income, which is subject to changes in market interest rates. Interest rate risk management seeks to minimize the effect of interest rate changes on net interest margins and interest rate spreads and to provide growth in net interest income through periods of changing interest rates. QNB’s Asset/Liability and Investment Management Committee (“ALCO”) is responsible for managing interest rate risk and for evaluating the impact of changing interest rate conditions on net interest income.

QNB uses computer simulation analysis to measure the sensitivity of projected earnings to changes in interest rates. Simulation considers current balance sheet volumes and the scheduled repricing dates, instrument level optionality, and maturities of assets and liabilities. It incorporates assumptions for growth, changes in the mix of assets and liabilities, prepayments, and average rates earned and paid. Based on this information, management uses the model to project net interest income under multiple interest rate scenarios.

A balance sheet is considered liability sensitive when its liabilities (deposits and borrowings) reprice faster or to a greater extent than its earning assets (loans and securities). A liability sensitive balance sheet will produce relatively less net interest income when interest rates rise and more net interest income when they decline. Based on our simulation analysis, management believes QNB’s interest sensitivity position at December 31, 2020 is liability sensitive. Management expects that market interest rates may gradually increase in the next 12 months, based on the economic environment and policy of the Federal Reserve.

The following table shows the estimated impact of changes in interest rates on net interest income as of December 31, 2020 and 2019 assuming instantaneous rate shocks, and consistent levels of assets and liabilities. Net interest income for the subsequent twelve months is projected to decrease when interest rates are higher than current rates.

Estimated change in net interest income

Change in interest rates December 31,

Computations of future effects of hypothetical interest rate changes are based on numerous assumptions and should not be relied upon as indicative of actual results. Assets and liabilities may react differently than projected to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag changes in market interest rates. Interest rate shifts may not be parallel.

Changes in interest rates can cause substantial changes in the amount of prepayments of loans and mortgage-backed securities, which may in turn affect QNB’s interest rate sensitivity position. Additionally, credit risk may rise if an interest rate increase adversely affects the ability of borrowers to service their debt.

QNB is not subject to foreign currency exchange or commodity price risk. At December 31, 2020, QNB did not have any hedging transactions in place such as interest rate swaps, caps or floors.

RECENTLY ISSUED ACCOUNTING STANDARDS

Refer to Note 1 of the Notes to Consolidated Financial Statements for discussion of recently issued accounting standards.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Disclosure of the Company’s significant accounting policies is included in Note 1 to Consolidated Financial Statements. Additional information is contained in Management’s Discussion and Analysis and the Notes to Consolidated Financial Statements for the most sensitive of these issues. The discussion and analysis of the financial condition and results of operations are based on the consolidated financial statements of QNB, which are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and predominant practices within the banking industry. The preparation of these consolidated financial statements requires QNB to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. QNB evaluates estimates on an on-going basis, including those related to the determination of the allowance for loan losses, the determination of the valuation of other real estate owned, other-than-temporary impairments on investment securities, the determination of impairment of restricted bank stock, the valuation of deferred tax assets, stock-based compensation and income taxes. QNB bases its estimates on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Other-than-Temporary Investment Security Impairment

Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other-than-temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment.

The Company follows the accounting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320-10 as it relates to the recognition and presentation of other-than-temporary impairment (“OTTI”). This accounting guidance specifies that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not, the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held to maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income for the non-credit portion of a previous other-than-temporary impairment should be amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security. For equity securities without a readily determinable market value, once a decline in value is determined to be other-than-temporary, the value of the equity security is reduced to fair value and a corresponding charge to earnings is recognized.

Allowance for Loan Losses

QNB considers that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance for loan losses is calculated with the objective of maintaining a level believed by management to be sufficient to absorb probable known and inherent losses in the outstanding loan portfolio. The allowance is reduced by actual credit losses and is increased by the provision for loan losses and recoveries of previous losses. The provisions for loan losses are charged to earnings to bring the total allowance for loan losses to a level considered necessary by management.

The allowance for loan losses is based on management’s continual review and evaluation of the loan portfolio. The level of the allowance is determined by assigning specific reserves to individually identified problem credits and general reserves to all other loans. The portion of the allowance that is allocated to impaired loans is determined by estimating the inherent loss on each credit after giving consideration to the value of underlying collateral. The general reserves are based on the composition and risk characteristics of the loan portfolio, including the nature of the loan portfolio, credit concentration trends, delinquency and loss experience, as well as other qualitative factors such as current economic trends.

Management emphasizes loan quality and close monitoring of potential problem credits. Credit risk identification and review processes are utilized in order to assess and monitor the degree of risk in the loan portfolio. QNB’s lending and credit administration staff are charged with reviewing the loan portfolio and identifying changes in the economy or in a borrower’s circumstances which may affect the ability to repay debt or the value of pledged collateral. A loan classification and review system exists that identifies those loans with a higher than normal risk of collection. Each commercial loan is assigned a grade based upon an assessment of the borrower’s financial capacity to service the debt and the presence and value of collateral for the loan. An independent loan review group tests risk assessments and evaluates the adequacy of the allowance for loan losses. Management meets monthly to review the credit quality of the loan portfolio and quarterly to review the allowance for loan losses.

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In addition, various regulatory agencies, as an integral part of their examination process, periodically review QNB’s allowance for loan losses. Such agencies may require QNB to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. Management believes that it uses the best information available to make determinations about the adequacy of the allowance and that it has established its existing allowance for loan losses in accordance with GAAP. If circumstances differ substantially from the assumptions used in making determinations, future adjustments to the allowance for loan losses may be necessary and results of operations could be affected. Because future events affecting borrowers and collateral cannot be predicted with certainty, increases to the allowance may be necessary should the quality of any loans deteriorate as a result of the factors discussed above.

Foreclosed Assets

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses and changes in the valuation allowance are included in net expenses from foreclosed assets.

Stock-Based Compensation

QNB sponsored stock-based compensation plans, administered by a Board committee, under which both qualified and nonqualified stock options may be granted periodically to certain employees. QNB accounts for all awards granted under stock-based compensation plans in accordance with ASC 718, Compensation – Stock Compensation. Compensation cost has been measured using the fair value of an award on the grant date and is recognized over the service period, which is usually the vesting period. The fair value of each option is amortized into compensation expense on a straight-line basis between the grant date for the option and each vesting date. QNB estimates the fair value of stock options on the date of the grant using the Black-Scholes option pricing model. The model requires the use of numerous assumptions, many of which are highly subjective in nature.

Income Taxes

QNB accounts for income taxes under the asset/liability method in accordance with income tax accounting guidance, ASC 740 – Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when, in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond QNB’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required in response to this item is set forth in Item 7, above.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following audited financial statements are set forth in this Annual Report on Form 10-K on the following pages:

Report of Independent Registered Public Accounting Firm Page 54

Consolidated Balance Sheets Page 56

Consolidated Statements of Income Page 57

Consolidated Statements of Comprehensive Income Page 58

Consolidated Statements of Shareholders’ Equity Page 59

Consolidated Statements of Cash Flows Page 60

Notes to Consolidated Financial Statements Page 61

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Management’s Report on Internal Control over Financial Reporting

March 11, 2021

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, in relation to criteria for effective internal control over financial reporting as described in “Internal Control Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concludes that, as of December 31, 2020, the Company’s system of internal control over financial reporting is effective and meets the criteria of the “Internal Control Integrated Framework (2013).”

/s/ David W. Freeman /s/ Janice McCracken Erkes

David W. Freeman Janice McCracken Erkes

Chief Executive Officer Chief Financial Officer

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Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of QNB Corp.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of QNB Corp. and subsidiary (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

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

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

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

Critical Audit Matter

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

Allowance for Loan Losses – Qualitative Factor Adjustments

Critical Audit Matter Description

As disclosed in Note 1 to the Company's consolidated financial statements, the Company maintains an allowance for loan losses that is intended to absorb probable known and inherent losses in the outstanding loan portfolio based on management's continuing review and evaluation of the loan portfolio. The Company's allowance for loan losses was $10,826,000 as of December 31, 2020. As described in the note, the allowance for loan losses consists of specific and general reserve components in order to estimate losses that have been incurred as of the consolidated balance sheet date. The general component is determined through historical loss rates based on loan type and qualitative factor adjustments for changes not reflected in historical losses.

The determination of qualitative factor adjustments involves a high degree of management judgment including consideration of the following internal and external factors: changes in lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices, changes in legal and regulatory requirements, changes in economic and business conditions, changes in the nature and volume of the loan portfolio, changes in the experience or ability of lending management, changes in the volume of past due, classified and nonaccrual loans, changes in the quality of the Company's loan review system, changes in oversight by the Company's board of directors, the effects of the COVID-19 Pandemic and the existence and effect of any concentrations of credit. Changes to these factors could have a material impact on the Company's financial results.

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The allowance for loan losses is an accounting estimate with significant measurement uncertainty and involves the application of significant judgement by management. Therefore, a high degree of auditor judgement and significant auditor effort was required in evaluating the audit evidence obtained related to the qualitative factor adjustments used by management in the calculation.

How the Critical Audit Matter was Addressed in the Audit

The primary procedures we performed to address this critical audit matter included:

Testing the design and operating effectiveness of internal controls related to the evaluation of the assumptions and inputs used to evaluate the qualitative factors, including controls addressing:

• Management's review of the qualitative factors for mathematical accuracy.

Substantively testing the appropriateness of the judgements and assumptions used in management's estimation process for developing the qualitative factor adjustments, including:

• Evaluation of the accuracy of risk ratings, including loan modifications;

/s/ Baker Tilly US, LLP

We have served as the Company's auditor since 2007.

Baker Tilly US, LLP (formerly known as Baker Tilly Virchow Krause, LLP)

Iselin, New Jersey

March 11, 2021

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CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

Assets

Interest-bearing deposits in banks 25,909 5,210

Investment securities:

Restricted investment in bank stocks 1,041 1,073

Net deferred tax assets 66 1,441

Liabilities

Deposits

Accrued interest payable 350 909

Shareholders' Equity

Accumulated other comprehensive gain, net of tax 5,649 257

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

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CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Interest income

Interest and dividends on investment securities (AFS & Equity):

Interest on interest-bearing balances and other interest income 116 134 136

Interest expense

Interest on deposits

Interest on long-term debt 136 — —

Non-interest income

Net unrealized (loss) gain on investment equity securities (47 ) 770 (336 )

Net gain (loss) on sale of investment securities 609 1,755 (76 )

Net gain (loss) on investment securities 562 2,525 (412 )

Non-interest expense

Earnings per share - basic $ 3.42 $ 3.53 $ 3.27

Earnings per share - diluted $ 3.42 $ 3.53 $ 3.25

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

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

Other comprehensive income gain:

Net unrealized holding gains on securities:

The accompanying notes are an integral part of the consolidated financial statements

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Accumulated

Number of Other

Shares Common Retained Comprehensive Treasury

Outstanding Stock Surplus Earnings Income (Loss) Stock Total

Other comprehensive loss, net of tax — — — (2,495 ) — (2,495 )

Cash dividends declared ($1.28 per share) — — (4,434 ) — — (4,434 )

Equity securities fair value reclassification (1) - - (254 ) 254 — -

Stock issued for employee stock purchase plan 2,963 2 115 — — — 117

Stock issued for options exercised 9,707 6 153 — — — 159

Stock-based compensation expense — 117 — — — 117

Other comprehensive loss, net of tax — — — 7,389 — 7,389

Cash dividends declared ($1.32 per share) — — (4,620 ) — — (4,620 )

Stock issued for employee stock purchase plan 3,310 2 109 — — — 111

Stock issued for options exercised 8,113 5 146 — — — 151

Stock-based compensation expense - 118 — — — 118

Other comprehensive loss, net of tax — — — 5,392 — 5,392

Cash dividends declared ($1.36 per share) — — (4,811 ) — — (4,811 )

Treasury stock purchase (4,100 ) — — — — (130 ) (130 )

Stock issued for employee stock purchase plan 5,723 4 143 — — — 147

Stock issued for options exercised 3,121 2 35 — — — 37

Stock-based compensation expense — 112 — — — 112

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Operating Activities

Net (gain) loss on investment debt and equity securities (609 ) (1,755 ) 76

Net unrealized loss (gain) on equity securities 47 (770 ) 336

Proceeds from sales of residential mortgages held-for-sale 35,605 7,324 4,478

Origination of residential mortgages held-for-sale (39,474 ) (8,106 ) (4,373 )

Income on bank-owned life insurance (294 ) (292 ) (291 )

Deferred income tax (benefit) provision (59 ) 319 258

Net increase (decrease) in income taxes payable 215 (29 ) (230 )

Net decrease (increase) in accrued interest receivable (1,997 ) 24 693

Net (decrease) increase in accrued interest payable (559 ) 460 65

Operating lease payments (654 ) (583 ) —

(Decrease) increase in other liabilities (1,531 ) (44 ) 601

Investing Activities

Net purchases of premises and equipment (722 ) (3,086 ) (2,413 )

Proceeds from sales of other real estate owned and repossessed assets — 58 1

Financing Activities

Net increase (decrease) in non-interest bearing deposits 58,314 17,655 (597 )

Net increase (decrease) in short-term borrowings 2,907 5,059 (4,884 )

Issuance of long-term debt 10,000 — —

Treasury stock purchase (130 ) — —

Cash dividends paid, net of reinvestment (4,226 ) (4,086 ) (3,863 )

Proceeds from issuance of common stock 497 591 684

Increase (decrease) in cash and cash equivalents 21,723 4,150 (2,873 )

Supplemental Cash Flow Disclosures

Non-cash transactions:

The accompanying notes are an integral part of the consolidated financial statement.

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QNB CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Business

QNB Corp. (the “Company”), through its wholly-owned subsidiary, QNB Bank (the “Bank”), has been serving the residents and businesses of Bucks, Lehigh, and Montgomery counties in Pennsylvania since 1877. The Bank is a locally managed community bank that provides a full range of commercial, retail banking and retail brokerage services. The Bank encounters vigorous competition for market share in the communities it serves from bank holding companies, other community banks, thrift institutions, credit unions and other non-bank financial organizations such as mutual fund companies, insurance companies and brokerage companies. The Company manages its business as a single operating segment.

The Bank is a Pennsylvania chartered commercial bank. The Company and the Bank are subject to regulations of certain state and Federal agencies. These regulatory agencies periodically examine the Company and the Bank for adherence to laws and regulations.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank. The consolidated entity is referred to herein as “QNB”. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements.

Tabular information, other than share and per share data, is presented in thousands of dollars. Certain prior period amounts have been reclassified to conform with the current year’s presentation.

Use of Estimates

These statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and predominant practices within the banking industry. The preparation of these consolidated financial statements requires QNB to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. QNB evaluates estimates on an on-going basis. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the determination of the valuation of other real estate owned, the fair value of financial instruments, other-than-temporary impairment of investment securities, the determination of impairment of restricted bank stock and the valuation of deferred tax assets and income taxes. QNB bases its estimates on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Significant Group Concentrations of Credit Risk

Most of the QNB’s activities are with customers located within Bucks, Montgomery and Lehigh Counties in southeastern Pennsylvania. Note 4 discusses the types of investment securities in which the Company invests. Note 5 discusses the types of lending in which the Company engages. The Company does not have any significant concentrations to any one industry or customer. Although the Company has a diversified loan portfolio, its debtors’ ability to honor their contracts is influenced by the region’s economy.

Cash and Cash Equivalents

For purposes of the statement of cash flows, cash and cash equivalents consist of cash on hand, cash items in process of collection, amounts due from banks, interest-bearing deposits in the Federal Reserve Bank and other banks and Federal funds sold. QNB maintains a portion of its interest-bearing deposits at various commercial financial institutions. At times, the balances exceed the FDIC insured limits.

Trading Securities

The Company may engage in trading activities for its own account. Interest and dividends are included in interest income. Debt securities that are bought and held principally for the purpose of selling in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings.

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Investment Securities

Investment debt securities that QNB has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Interest is included in interest income. Debt securities not classified as either held-to-maturity securities or trading securities are classified as available-for-sale debt securities and reported at fair value, with unrealized gains and losses, net of tax, excluded from earnings and reported in other comprehensive income or loss, a separate component of shareholders’ equity. Management determines the appropriate classification of securities at the time of purchase.

Available-for-sale debt securities include securities that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in credit ratings, changes in market interest rates and related changes in the securities’ prepayment risk or to meet liquidity needs.

Premiums and discounts on debt securities are recognized in interest income using a constant yield method. Gains and losses on sales of available-for-sale securities are recorded on the trade date and are computed on the specific identification method and included in non-interest income.

Equity investments with readily determinable fair values are measured at fair value. Beginning January 1, 2018, the changes in fair value are recognized in net income. Dividends are included in interest income.

Other-than-Temporary Impairment of Investment Securities

Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other-than-temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support realizable value equal to or greater than carrying value of the investment. For equity securities without a readily determinable market value, once a decline in value is determined to be other-than-temporary, the value of the equity security is reduced to fair value and a corresponding charge to earnings is recognized. Temporary improvements in the fair value on equity securities with an OTTI change would not be recognized.

The Company follows the accounting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320-10 as it relates to the recognition and presentation of other-than-temporary impairment (“OTTI”). This accounting guidance specifies that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held to maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income for the non-credit portion of a previous other-than-temporary impairment would be amortized prospectively over the remaining life of the security based on the timing of future estimated cash flows of the security.

Restricted Investment in Stock

Restricted bank stock is comprised of restricted stock of the Federal Home Loan Bank of Pittsburgh (“FHLB”) in the amount of $1,029,000, the Atlantic Community Bankers Bank in the amount of $12,000 and VISA Class B stock with a carrying cost of $0 at December 31, 2020. Federal law requires a member institution of the FHLB to hold stock of its district bank according to a predetermined formula. These restricted securities are carried at cost. The Bank owns 6,502 shares of Visa Class B stock, which was necessary to participate in Visa services in support of the Bank’s credit card, debit card, and related payment programs (permissible activities under banking regulations) as a member institution. Following the resolution of Visa’s covered litigation, shares of Visa’s Class B stock will be converted to Visa Class A shares using a conversion factor (1.6228 as of September 27, 2019), which is periodically adjusted to reflect VISA’s ongoing litigation costs. There is a very limited market for this stock, as only current owners of Class B shares are permitted to transact in Class B. Due to the lack of orderly trades and public information of such trades, Visa Class B does not have a readily determinable fair value. These restricted investments are carried at cost and evaluated for OTTI periodically. As of December 31, 2020, there was no OTTI associated with these shares.

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Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are stated at the principal amount outstanding, net of deferred loan fees and costs. Interest income is accrued on the principal amount outstanding. Loan origination and commitment fees and related direct costs are deferred and amortized to income over the term of the respective loan and loan commitment period as a yield adjustment.

Loans held-for-sale consist of residential mortgage loans and are carried at the lower of aggregate cost or fair value. Net unrealized losses, if any, are recognized through a valuation allowance charged to income. Gains and losses on residential mortgages held-for-sale are included in non-interest income.

Non-Performing Assets

Non-performing assets are comprised of accruing loans past due 90 days or more, non-accrual loans and investment securities, restructured loans, other real estate owned and repossessed assets. Non-accrual loans and investment securities are those on which the accrual of interest has ceased. Loans are placed on non-accrual status immediately if, in the opinion of management, collection is doubtful, or when principal or interest is past due 90 days or more and collateral is insufficient to cover principal and interest. Interest accrued, but not collected at the date a loan is placed on non-accrual status, is reversed and charged against interest income. Subsequent cash receipts are applied either to the outstanding principal or recorded as interest income, depending on management’s assessment of the ultimate collectability of principal and interest. Loans are returned to an accrual status when the borrower’s ability to make periodic principal and interest payments has returned to normal (i.e. brought current with respect to principal or interest or restructured) and the paying capacity of the borrower and/or the underlying collateral is deemed sufficient to cover principal and interest.

From time to time, QNB may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers that may be experiencing financial difficulties. A loan is considered to be a troubled debt restructuring (“TDR”) loan when the Company grants a concession to the borrower because of the borrower’s financial condition that it would not otherwise consider. Such concessions may include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates to less than the current market rate for new obligations with similar risk. Loans classified as TDRs are considered non-performing and are also designated as impaired.

Accounting for impairment in the performance of a loan is required when it is probable that all amounts, including both principal and interest, will not be collected in accordance with the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, at the loan’s observable market price or the fair value of the collateral if the loans are collateral dependent. Impairment criteria are applied to the loan portfolio exclusive of smaller homogeneous loans such as residential mortgage and consumer loans which are evaluated collectively for impairment.

Loans are fully charged-off or charged down to net realizable value (fair value of collateral less estimated costs to sell) when deemed uncollectible due to bankruptcy or other factors, or when they reach a defined number of days past due based on loan product, industry practice, terms and other factors.

Loans are considered past due when contractually required principal or interest payments have not been made on the due dates.

Allowance for Loan Losses

QNB maintains an allowance for loan losses, which is intended to absorb probable known and inherent losses in the outstanding loan portfolio. The allowance is reduced by actual credit losses and is increased by the provision for loan losses and recoveries of previous losses. The provisions for loan losses are charged to earnings to bring the total allowance for loan losses to a level considered necessary by management.

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The allowance for loan losses is based on management’s continuing review and evaluation of the loan portfolio. The level of the allowance is determined by assigning specific reserves to individually identified problem credits and general reserves to all other loans. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan. The portion of the allowance that is allocated to internally criticized and non-accrual loans is determined by estimating the inherent loss on each credit after giving consideration to the value of underlying collateral. 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. These loss rates are based on a three-year history of charge-offs and are more heavily weighted for recent experience for each of these categories of loans, adjusted for qualitative factors. These qualitative risk factors include:

• External factor effects, such as legal and regulatory requirements.

• Nature and volume of the portfolio including growth.

• Experience, ability, and depth of lending management and staff.