Document
Table of Contents


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q
 
ý
Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
 
for the Quarterly Period Ended September 30, 2016.
 
o
Transition report pursuant to Section 13 or 15 (d) of the Exchange Act
 
For the Transition Period from                    to                   .
 
No. 0-17077
(Commission File Number)
 
PENNS WOODS BANCORP, INC.
(Exact name of Registrant as specified in its charter) 
PENNSYLVANIA
 
23-2226454
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
300 Market Street, P.O. Box 967 Williamsport, Pennsylvania
 
17703-0967
(Address of principal executive offices)
 
(Zip Code)
 

(570) 322-1111
Registrant’s telephone number, including area code

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES ý NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer o
 
              Accelerated filer x
  Non-accelerated filer o
 
Small reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o NO ý

On November 1, 2016 there were 4,734,310 shares of the Registrant’s common stock outstanding.


Table of Contents


PENNS WOODS BANCORP, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

 
 
Page
 
 
Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2

Table of Contents


Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
PENNS WOODS BANCORP, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
 
 
September 30,
 
December 31,
(In Thousands, Except Share Data)
 
2016
 
2015
ASSETS:
 
 

 
 

Noninterest-bearing balances
 
$
23,487

 
$
22,044

Interest-bearing balances in other financial institutions
 
36,694

 
752

Total cash and cash equivalents
 
60,181

 
22,796

 
 
 
 
 
Investment securities, available for sale, at fair value
 
141,057

 
176,157

Investment securities, trading
 

 
73

Loans held for sale
 
2,160

 
757

Loans
 
1,069,480

 
1,045,207

Allowance for loan losses
 
(12,718
)
 
(12,044
)
Loans, net
 
1,056,762

 
1,033,163

Premises and equipment, net
 
22,985

 
21,830

Accrued interest receivable
 
3,800

 
3,686

Bank-owned life insurance
 
27,176

 
26,667

Investment in limited partnerships
 
658

 
899

Goodwill
 
17,104

 
17,104

Intangibles
 
1,889

 
1,240

Deferred tax asset
 
7,404

 
8,990

Other assets
 
6,236

 
6,695

TOTAL ASSETS
 
$
1,347,412

 
$
1,320,057

 
 
 
 
 
LIABILITIES:
 
 

 
 

Interest-bearing deposits
 
$
792,698

 
$
751,797

Noninterest-bearing deposits
 
295,599

 
280,083

Total deposits
 
1,088,297

 
1,031,880

 
 
 
 
 
Short-term borrowings
 
11,579

 
46,638

Long-term borrowings
 
91,025

 
91,025

Accrued interest payable
 
481

 
426

Other liabilities
 
16,095

 
13,809

TOTAL LIABILITIES
 
1,207,477

 
1,183,778

 
 
 
 
 
SHAREHOLDERS’ EQUITY:
 
 

 
 

Preferred stock, no par value, 3,000,000 shares authorized; no shares issued
 

 

Common stock, par value $8.33, 15,000,000 shares authorized; 5,006,601 and 5,004,984 shares issued
 
41,721

 
41,708

Additional paid-in capital
 
50,050

 
49,992

Retained earnings
 
60,889

 
58,038

Accumulated other comprehensive loss:
 
 

 
 

Net unrealized gain on available for sale securities
 
1,489

 
258

Defined benefit plan
 
(3,980
)
 
(4,057
)
Treasury stock at cost, 272,452 and 257,852 shares
 
(10,234
)
 
(9,660
)
TOTAL SHAREHOLDERS’ EQUITY
 
139,935

 
136,279

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
1,347,412

 
$
1,320,057

 
See accompanying notes to the unaudited consolidated financial statements.

3

Table of Contents


PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In Thousands, Except Per Share Data)
 
2016
 
2015
 
2016
 
2015
INTEREST AND DIVIDEND INCOME:
 
 

 
 

 
 

 
 

Loans, including fees
 
$
10,541

 
$
9,862

 
$
31,362

 
$
28,937

Investment securities:
 
 

 
 

 
 

 
 

Taxable
 
601

 
829

 
1,825

 
2,728

Tax-exempt
 
329

 
676

 
1,203

 
2,187

Dividend and other interest income
 
189

 
156

 
666

 
597

TOTAL INTEREST AND DIVIDEND INCOME
 
11,660

 
11,523

 
35,056

 
34,449

INTEREST EXPENSE:
 
 

 
 

 
 

 
 

Deposits
 
909

 
800

 
2,624

 
2,328

Short-term borrowings
 
7

 
31

 
41

 
78

Long-term borrowings
 
497

 
458

 
1,481

 
1,476

TOTAL INTEREST EXPENSE
 
1,413

 
1,289

 
4,146

 
3,882

NET INTEREST INCOME
 
10,247

 
10,234

 
30,910

 
30,567

PROVISION FOR LOAN LOSSES
 
258

 
520

 
866

 
1,820

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
 
9,989

 
9,714

 
30,044

 
28,747

NON-INTEREST INCOME:
 
 

 
 

 
 

 
 

Service charges
 
585

 
621

 
1,678

 
1,772

Net securities gains, available for sale
 
253

 
526

 
1,174

 
1,713

Net securities gains (losses), trading
 
8

 
(33
)
 
54

 
(37
)
Bank-owned life insurance
 
172

 
182

 
516

 
541

Gain on sale of loans
 
658

 
524

 
1,691

 
1,305

Insurance commissions
 
198

 
185

 
604

 
623

Brokerage commissions
 
290

 
297

 
817

 
836

Other
 
918

 
835

 
2,723

 
2,701

TOTAL NON-INTEREST INCOME
 
3,082

 
3,137

 
9,257

 
9,454

NON-INTEREST EXPENSE:
 
 

 
 

 
 

 
 

Salaries and employee benefits
 
4,507

 
4,302

 
13,433

 
13,073

Occupancy
 
544

 
529

 
1,630

 
1,721

Furniture and equipment
 
662

 
686

 
2,042

 
1,924

Pennsylvania shares tax
 
220

 
244

 
698

 
711

Amortization of investment in limited partnerships
 
46

 
165

 
266

 
496

Federal Deposit Insurance Corporation deposit insurance
 
202

 
209

 
670

 
654

Marketing
 
173

 
160

 
568

 
434

Intangible amortization
 
90

 
73

 
276

 
235

Other
 
2,295

 
2,162

 
6,882

 
6,171

TOTAL NON-INTEREST EXPENSE
 
8,739

 
8,530

 
26,465

 
25,419

INCOME BEFORE INCOME TAX PROVISION
 
4,332

 
4,321

 
12,836

 
12,782

INCOME TAX PROVISION
 
1,273

 
957

 
3,307

 
2,630

NET INCOME
 
$
3,059

 
$
3,364

 
$
9,529

 
$
10,152

EARNINGS PER SHARE - BASIC AND DILUTED
 
$
0.65

 
$
0.71

 
$
2.01

 
$
2.12

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED
 
4,733,800

 
4,761,576

 
4,735,844

 
4,780,776

DIVIDENDS DECLARED PER SHARE
 
$
0.47

 
$
0.47

 
$
1.41

 
$
1.41

 
See accompanying notes to the unaudited consolidated financial statements.

4

Table of Contents




PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In Thousands)
 
2016
 
2015
 
2016
 
2015
Net Income
 
$
3,059

 
$
3,364

 
$
9,529

 
$
10,152

Other comprehensive income (loss):
 
 

 
 

 
 

 
 

Change in unrealized gain (loss) on available for sale securities
 
(276
)
 
592

 
3,039

 
(579
)
Tax effect
 
94

 
(201
)
 
(1,032
)
 
198

Net realized gain on available for sale securities included in net income
 
(253
)
 
(526
)
 
(1,174
)
 
(1,713
)
Tax effect
 
86

 
179

 
398

 
582

   Amortization of unrecognized pension and post-retirement items
 
39

 
39

 
117

 
119

        Tax effect
 
(13
)
 
(13
)
 
(40
)
 
(40
)
Total other comprehensive income (loss)
 
(323
)
 
70

 
1,308

 
(1,433
)
Comprehensive income
 
$
2,736

 
$
3,434

 
$
10,837

 
$
8,719

 
See accompanying notes to the unaudited consolidated financial statements.

5

Table of Contents


PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)
 
 
 
COMMON STOCK
 
ADDITIONAL
PAID-IN CAPITAL
 
RETAINED EARNINGS
 
ACCUMULATED OTHER COMPREHENSIVE LOSS
 
TREASURY STOCK
 
TOTAL
SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
 
SHARES
 
AMOUNT
 
 
 
 
 
Balance, December 31, 2014
 
5,002,649

 
$
41,688

 
$
49,896

 
$
53,107

 
$
(1,667
)
 
$
(7,057
)
 
$
135,967

Net income
 
 

 
 

 
 

 
10,152

 
 

 
 

 
10,152

Other comprehensive loss
 
 

 
 

 
 

 
 

 
(1,433
)
 
 

 
(1,433
)
Dividends declared, ($1.41 per share)
 
 

 
 

 
 

 
(6,736
)
 
 

 
 

 
(6,736
)
Common shares issued for employee stock purchase plan
 
1,723

 
14

 
63

 
 

 
 

 
 

 
77

Purchase of treasury stock (56,310 shares)
 
 
 
 
 
 
 
 
 
 
 
(2,450
)
 
(2,450
)
Balance, September 30, 2015
 
5,004,372

 
$
41,702

 
$
49,959

 
$
56,523

 
$
(3,100
)
 
$
(9,507
)
 
$
135,577

 
 
 
COMMON STOCK
 
ADDITIONAL
PAID-IN CAPITAL
 
RETAINED EARNINGS
 
ACCUMULATED OTHER
COMPREHENSIVE LOSS (INCOME)
 
TREASURY STOCK
 
TOTAL
SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
 
SHARES
 
AMOUNT
 
 
 
 
 
Balance, December 31, 2015
 
5,004,984

 
$
41,708

 
$
49,992

 
$
58,038

 
$
(3,799
)
 
$
(9,660
)
 
$
136,279

Net income
 
 

 
 

 
 

 
9,529

 
 

 
 

 
9,529

Other comprehensive income
 
 

 
 

 
 

 
 

 
1,308

 
 

 
1,308

Dividends declared, ($1.41 per share)
 
 

 
 

 
 

 
(6,678
)
 
 

 
 

 
(6,678
)
Common shares issued for employee stock purchase plan
 
1,617

 
13

 
58

 
 

 
 

 
 

 
71

Purchase of treasury stock (14,600 shares)
 
 
 
 
 
 
 
 
 
 
 
(574
)
 
(574
)
Balance, September 30, 2016
 
5,006,601

 
$
41,721

 
$
50,050

 
$
60,889

 
$
(2,491
)
 
$
(10,234
)
 
$
139,935

 
See accompanying notes to the unaudited consolidated financial statements.

6

Table of Contents


PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED) 
 
 
Nine Months Ended September 30,
(In Thousands)
 
2016
 
2015
OPERATING ACTIVITIES:
 
 

 
 

Net Income
 
$
9,529

 
$
10,152

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

 
 

Depreciation and amortization
 
2,394

 
2,478

Amortization of intangible assets
 
276

 
235

Provision for loan losses
 
866

 
1,820

Accretion and amortization of investment security discounts and premiums
 
657

 
644

Net securities gains, available for sale
 
(1,174
)
 
(1,713
)
Originations of loans held for sale
 
(50,824
)
 
(41,762
)
Proceeds of loans held for sale
 
51,112

 
42,588

Gain on sale of loans
 
(1,691
)
 
(1,305
)
Net securities (gains) losses, trading
 
(54
)
 
37

Proceeds from the sale of trading securities
 
3,723

 
490

Purchases of trading securities
 
(3,596
)
 
(590
)
Earnings on bank-owned life insurance
 
(516
)
 
(541
)
Decrease in deferred tax asset
 
952

 
262

Other, net
 
508

 
(1,486
)
Net cash provided by operating activities
 
12,162

 
11,309

INVESTING ACTIVITIES:
 
 

 
 

Proceeds from sales of available for sale securities
 
42,180

 
43,051

Proceeds from calls and maturities of available for sale securities
 
19,267

 
14,832

Purchases of available for sale securities
 
(24,040
)
 
(26,916
)
Net increase in loans
 
(24,548
)
 
(87,324
)
Acquisition of premises and equipment
 
(2,347
)
 
(1,491
)
Proceeds from the sale of foreclosed assets
 
486

 
1,613

Purchase of bank-owned life insurance
 
(27
)
 
(30
)
Proceeds from redemption of regulatory stock
 
2,644

 
8,801

Purchases of regulatory stock
 
(2,569
)
 
(10,518
)
Net cash provided by (used for) investing activities
 
11,046

 
(57,982
)
FINANCING ACTIVITIES:
 
 

 
 

Net increase in interest-bearing deposits
 
40,901

 
18,912

Net increase in noninterest-bearing deposits
 
15,516

 
4,470

Proceeds from long-term borrowings
 

 
30,625

Repayment of long-term borrowings
 

 
(10,750
)
Net (decrease) increase in short-term borrowings
 
(35,059
)
 
10,872

Dividends paid
 
(6,678
)
 
(6,736
)
Issuance of common stock
 
71

 
77

Purchases of treasury stock
 
(574
)
 
(2,450
)
Net cash provided by provided by financing activities
 
14,177

 
45,020

NET INCREASE IN CASH AND CASH EQUIVALENTS
 
37,385

 
(1,653
)
CASH AND CASH EQUIVALENTS, BEGINNING
 
22,796

 
19,908

CASH AND CASH EQUIVALENTS, ENDING
 
$
60,181

 
$
18,255

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 

 
 

Interest paid
 
$
4,091

 
$
3,803

Income taxes paid
 
3,050

 
2,000

Transfer of loans to foreclosed real estate
 
83

 
340

 
See accompanying notes to the unaudited consolidated financial statements.

7

Table of Contents


PENNS WOODS BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Note 1.  Basis of Presentation
 
The consolidated financial statements include the accounts of Penns Woods Bancorp, Inc. (the “Company”) and its wholly-owned subsidiaries: Woods Investment Company, Inc., Woods Real Estate Development Company, Inc., Luzerne Bank, and Jersey Shore State Bank (Jersey Shore State Bank and Luzerne Bank are referred to together as the “Banks”) and Jersey Shore State Bank’s wholly-owned subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group (“The M Group”).  All significant inter-company balances and transactions have been eliminated in the consolidation.

The interim financial statements are unaudited, but in the opinion of management reflect all adjustments necessary for the fair presentation of results for such periods.  The results of operations for any interim period are not necessarily indicative of results for the full year.  These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

The accounting policies followed in the presentation of interim financial results are the same as those followed on an annual basis.  These policies are presented on pages 40 through 48 of the Form 10-K for the year ended December 31, 2015.

In reference to the attached financial statements, all adjustments are of a normal recurring nature pursuant to Rule 10-01(b) (8) of Regulation S-X.
 
Note 2.  Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component as of September 30, 2016 and 2015 were as follows:

 
 
Three Months Ended September 30, 2016
 
Three Months Ended September 30, 2015
(In Thousands)
 
Net Unrealized Gain
on Available
for Sale Securities
 
Defined
Benefit 
Plan
 
Total
 
Net Unrealized Gain
on Available
for Sale Securities
 
Defined
Benefit 
Plan
 
Total
Beginning balance
 
$
1,838


$
(4,006
)

$
(2,168
)
 
$
1,374

 
$
(4,544
)
 
$
(3,170
)
Other comprehensive (loss) income before reclassifications
 
(182
)



$
(182
)
 
391

 

 
391

Amounts reclassified from accumulated other comprehensive (loss) income
 
(167
)

26


$
(141
)
 
(347
)
 
26

 
(321
)
Net current-period other comprehensive (loss) income
 
(349
)

26


$
(323
)
 
44

 
26

 
70

Ending balance
 
$
1,489


$
(3,980
)

$
(2,491
)
 
$
1,418

 
$
(4,518
)
 
$
(3,100
)
 
 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2015
(In Thousands)
 
Net Unrealized Gain
on Available
for Sale Securities
 
Defined
Benefit 
Plan
 
Total
 
Net Unrealized Gain
(Los) on Available
for Sale Securities
 
Defined
Benefit 
Plan
 
Total
Beginning balance
 
$
258

 
$
(4,057
)
 
$
(3,799
)
 
$
2,930

 
$
(4,597
)
 
$
(1,667
)
Other comprehensive income (loss) before reclassifications
 
2,007

 

 
2,007

 
(381
)
 

 
(381
)
Amounts reclassified from accumulated other comprehensive (loss) income
 
(776
)
 
77

 
(699
)
 
(1,131
)
 
79

 
(1,052
)
Net current-period other comprehensive income (loss)
 
1,231

 
77

 
1,308

 
(1,512
)
 
79

 
(1,433
)
Ending balance
 
$
1,489

 
$
(3,980
)
 
$
(2,491
)
 
$
1,418

 
$
(4,518
)
 
$
(3,100
)





8

Table of Contents


The reclassifications out of accumulated other comprehensive loss as of September 30, 2016 and 2015 were as follows:

Details about Accumulated Other Comprehensive Loss Components
 
Amount Reclassified from Accumulated Other Comprehensive Loss
 
Affected Line Item
 in the Consolidated 
Statement of Income
 
Three Months Ended September 30, 2016
 
Three Months Ended September 30, 2015
 
Net unrealized gain on available for sale securities
 
$
253

 
$
526

 
Net securities gains, available for sale
Income tax effect
 
(86
)
 
(179
)
 
Income tax provision
Total reclassifications for the period
 
$
167

 
$
347

 
Net of tax
 
 
 
 
 
 
 
Net unrecognized pension costs
 
$
(39
)
 
$
(39
)
 
Salaries and employee benefits
Income tax effect
 
13

 
13

 
Income tax provision
Total reclassifications for the period
 
$
(26
)
 
$
(26
)
 
Net of tax

Details about Accumulated Other Comprehensive Loss Components
 
Amount Reclassified from Accumulated Other Comprehensive Loss
 
Affected Line Item
 in the Consolidated 
Statement of Income
 
Six Months Ended June 30, 2016
 
Nine Months Ended September 30, 2015
 
Net unrealized gain on available for sale securities
 
$
1,174

 
$
1,713

 
Net securities gains, available for sale
Income tax effect
 
(398
)
 
(582
)
 
Income tax provision
Total reclassifications for the period
 
$
776

 
$
1,131

 
Net of tax
 
 
 
 
 
 
 
Net unrecognized pension costs
 
$
(117
)
 
$
(119
)
 
Salaries and employee benefits
Income tax effect
 
40

 
40

 
Income tax provision
Total reclassifications for the period
 
$
(77
)
 
$
(79
)
 
Net of tax




Note 3.  Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The core principle of the update is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operation.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim

9

Table of Contents


periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet.  A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  A short-term lease is defined as one in which: (a) the lease term is 12 months or less, and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.
In March 2016, the FASB issued ASU 2016-04, Liabilities - Extinguishments of Liabilities (Subtopic 405-20). The standard provides that liabilities related to the sale of prepaid stored-value products within the scope of this Update are financial liabilities. The amendments in the Update provide a narrow scope exception to the guidance in Subtopic 405-20 to require that breakage for those liabilities be accounted for consistent with the breakage guidance in Topic 606. The amendments in this update are effective for public business entities, certain not-for-profit entities, and certain employee benefit plans for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Earlier application is permitted, including adoption in an interim period. This update is not expected to have a significant impact on the Company’s financial statements.

In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815). The amendments in this update apply to all reporting entities for which there is a change in the counterparty to a derivative instrument that has been designated as a heading instrument under Topic 815. The standards in this update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. For public business entities, the amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. For all other entities, the amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018. An entity has an option to apply the amendments in this update on either a prospective basis or a modified retrospective basis. Early adoption is permitted, including adoption in an interim period. This update is not expected to have a significant impact on the Company’s financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the ASU is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which addresses eight specific cash flow issues with the objective of reducing diversity in practice. Among these include recognizing cash payments for debt prepayment or debt extinguishment as cash outflows for financing activities; cash proceeds received from the settlement of insurance claims should be classified on the basis of the related insurance coverage; and cash proceeds received from the settlement of bank-owned life insurance policies should be classified as cash inflows from investing activities while the cash payments for premiums on bank-owned policies may be classified as cash

10

Table of Contents


outflows for investing activities, operating activities, or a combination of investing and operating activities. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s statement of cash flows.


Note 4. Per Share Data

There are no convertible securities which would affect the denominator in calculating basic and dilutive earnings per share.  There are 31,000 stock options outstanding, however, since the strike price of $42.03 is greater than the average closing market price the options are not included in the denominator when calculating basic and dilutive earnings per share. Net income as presented on the consolidated statement of income will be used as the numerator.  The following table sets forth the composition of the weighted average common shares (denominator) used in the basic and dilutive earnings per share computation.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Weighted average common shares issued
 
5,006,252

 
5,003,979

 
5,005,707

 
5,003,396

Weighted average treasury stock shares
 
(272,452
)
 
(242,403
)
 
(269,863
)
 
(222,620
)
Weighted average common shares and common stock equivalents used to calculate basic and diluted earnings per share
 
4,733,800

 
4,761,576

 
4,735,844

 
4,780,776

 

Note 5. Investment Securities
 
The amortized cost and fair values of investment securities available for sale at September 30, 2016 and December 31, 2015 are as follows:
 
 
September 30, 2016
 
 
 
 
Gross
 
Gross
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
(In Thousands)
 
Cost
 
Gains
 
Losses
 
Value
Available for sale (AFS)
 
 

 
 

 
 

 
 

U.S. Government and agency securities
 
$

 
$

 
$

 
$

Mortgage-backed securities
 
10,079

 
242

 
(62
)
 
10,259

Asset-backed securities
 
1,543

 

 
(5
)
 
1,538

State and political securities
 
60,838

 
1,807

 
(3
)
 
62,642

Other debt securities
 
54,752

 
689

 
(1,228
)
 
54,213

Total debt securities
 
127,212

 
2,738

 
(1,298
)
 
128,652

Financial institution equity securities
 
9,822

 
951

 

 
10,773

Other equity securities
 
1,767

 
13

 
(148
)
 
1,632

Total equity securities
 
11,589

 
964

 
(148
)
 
12,405

Total investment securities AFS
 
$
138,801

 
$
3,702

 
$
(1,446
)
 
$
141,057



11

Table of Contents


 
 
December 31, 2015
 
 
 
 
Gross
 
Gross
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
(In Thousands)
 
Cost
 
Gains
 
Losses
 
Value
Available for sale (AFS)
 
 

 
 

 
 

 
 

U.S. Government and agency securities
 
$
3,586

 
$

 
$
(37
)
 
$
3,549

Mortgage-backed securities
 
9,785

 
284

 
(60
)
 
10,009

Asset-backed securities
 
1,960

 

 
(20
)
 
1,940

State and political securities
 
84,992

 
1,797

 
(234
)
 
86,555

Other debt securities
 
59,832

 
185

 
(2,245
)
 
57,772

Total debt securities
 
160,155

 
2,266

 
(2,596
)
 
159,825

Financial institution equity securities
 
10,397

 
1,100

 
(14
)
 
11,483

Other equity securities
 
5,214

 
70

 
(435
)
 
4,849

Total equity securities
 
15,611

 
1,170

 
(449
)
 
16,332

Total investment securities AFS
 
$
175,766

 
$
3,436

 
$
(3,045
)
 
$
176,157

 
The amortized cost and fair values of trading investment securities at September 30, 2016 and December 31, 2015 are as follows.

 
 
September 30, 2016
 
 
 
 
Gross
 
Gross
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
(In Thousands)
 
Cost
 
Gains
 
Losses
 
Value
Trading
 
 
 
 
 
 
 
 
Financial institution equity securities
 
$

 
$

 
$

 
$

Total trading securities
 
$

 
$

 
$

 
$


 
 
December 31, 2015
 
 
 
 
Gross
 
Gross
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
(In Thousands)
 
Cost
 
Gains
 
Losses
 
Value
Trading
 
 
 
 
 
 
 
 
Financial institution equity securities
 
$
78

 
$

 
$
(5
)
 
$
73

Total trading securities
 
$
78

 
$

 
$
(5
)
 
$
73



Total net realized trading gains of $8,000 and $54,000 for the three and nine month periods ended September 30, 2016 compared to the net realized trading loss of $33,000 and $37,000 for the three and nine month periods ended September 30, 2015 were included in the Consolidated Statement of Income.

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time, that the individual securities have been in a continuous unrealized loss position, at September 30, 2016 and December 31, 2015.


12

Table of Contents


 
 
September 30, 2016
 
 
Less than Twelve Months
 
Twelve Months or Greater
 
Total
 
 
 
 
Gross
 
 
 
Gross
 
 
 
Gross
 
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
(In Thousands)
 
Value
 
Losses
 
Value
 
Losses
 
Value
 
Losses
Available for sale (AFS)
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government and agency securities
 
$

 
$

 
$

 
$

 
$

 
$

Mortgage-backed securities
 

 

 
3,653

 
(62
)
 
3,653

 
(62
)
Asset-backed securities
 

 

 
1,538

 
(5
)
 
1,538

 
(5
)
State and political securities
 
1,001

 
(3
)
 

 

 
1,001

 
(3
)
Other debt securities
 
11,753

 
(271
)
 
12,187

 
(957
)
 
23,940

 
(1,228
)
Total debt securities
 
12,754

 
(274
)
 
17,378

 
(1,024
)
 
30,132

 
(1,298
)
Financial institution equity securities
 

 

 

 

 

 

Other equity securities
 
780

 
(20
)
 
238

 
(128
)
 
1,018

 
(148
)
Total equity securities
 
780

 
(20
)
 
238

 
(128
)
 
1,018

 
(148
)
Total investment securities AFS
 
$
13,534

 
$
(294
)
 
$
17,616

 
$
(1,152
)
 
$
31,150

 
$
(1,446
)

 
 
December 31, 2015
 
 
Less than Twelve Months
 
Twelve Months or Greater
 
Total
 
 
 
 
Gross
 
 
 
Gross
 
 
 
Gross
 
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
(In Thousands)
 
Value
 
Losses
 
Value
 
Losses
 
Value
 
Losses
Available for sale (AFS)
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government and agency securities
 
$

 
$

 
$
3,549

 
$
(37
)
 
$
3,549

 
$
(37
)
Mortgage-backed securities
 
6,081

 
(60
)
 

 

 
6,081

 
(60
)
Asset-backed securities
 
1,626

 
(16
)
 
314

 
(4
)
 
1,940

 
(20
)
State and political securities
 
7,345

 
(47
)
 
1,656

 
(187
)
 
9,001

 
(234
)
Other debt securities
 
24,381

 
(530
)
 
22,547

 
(1,715
)
 
46,928

 
(2,245
)
Total debt securities
 
39,433

 
(653
)
 
28,066

 
(1,943
)
 
67,499

 
(2,596
)
Financial institution equity securities
 

 

 
53

 
(14
)
 
53

 
(14
)
Other equity securities
 
2,363

 
(277
)
 
1,001

 
(158
)
 
3,364

 
(435
)
Total equity securities
 
2,363

 
(277
)
 
1,054

 
(172
)
 
3,417

 
(449
)
Total investment securities AFS
 
$
41,796

 
$
(930
)
 
$
29,120

 
$
(2,115
)
 
$
70,916

 
$
(3,045
)
 
At September 30, 2016 there were a total of 13 securities in a continuous unrealized loss position for less than twelve months and 11 individual securities that were in a continuous unrealized loss position for twelve months or greater.

The Company reviews its position quarterly and has determined that, at September 30, 2016, the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of their cost basis, which may be at maturity.  The Company has concluded that the unrealized losses disclosed above are not other than temporary but are the result of interest rate changes, sector credit ratings changes, or company-specific ratings changes that are not expected to result in the non-collection of principal and interest during the period.

The amortized cost and fair value of debt securities at September 30, 2016, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


13

Table of Contents


(In Thousands)
 
Amortized Cost
 
Fair Value
Due in one year or less
 
$
1,354

 
$
1,354

Due after one year to five years
 
36,382

 
36,887

Due after five years to ten years
 
67,710

 
67,992

Due after ten years
 
21,766

 
22,419

Total
 
$
127,212

 
$
128,652

 
Total gross proceeds from sales of securities available for sale were $42,180,000 and $43,051,000 for the nine months ended September 30, 2016 and 2015, respectively. 

The following table represents gross realized gains and losses within the available for sale portfolio:
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In Thousands)
 
2016
 
2015
 
2016
 
2015
Gross realized gains:
 
 

 
 

 
 

 
 

U.S. Government and agency securities
 
$
11

 
$

 
$
11

 
$

Mortgage-backed securities
 
29

 

 
35

 

State and political securities
 
146

 
511

 
784

 
1,257

Other debt securities
 

 
14

 
258

 
273

Financial institution equity securities
 
68

 
1

 
150

 
163

Other equity securities
 
73

 

 
217

 
132

Total gross realized gains
 
$
327

 
$
526

 
$
1,455

 
$
1,825

 
 
 
 
 
 
 
 
 
Gross realized losses:
 
 

 
 

 
 

 
 

U.S. Government and agency securities
 
$
2

 
$

 
$
5

 
$

Mortgage-backed securities
 

 

 

 

Asset-backed securities
 

 

 

 

State and political securities
 
1

 

 
1

 
22

Other debt securities
 
26

 

 
189

 
47

Financial institution equity securities
 

 

 

 

Other equity securities
 
45

 

 
86

 
43

Total gross realized losses
 
$
74

 
$

 
$
281

 
$
112

 
The following table represents gross realized gains and losses within the trading portfolios:
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In Thousands)
 
2016
 
2015
 
2016
 
2015
Gross realized gains:
 
 

 
 

 
 

 
 

Financial institution equity securities
 

 

 
$
6

 
$
2

Other equity securities
 
8

 
2

 
76

 
3

Total gross realized gains
 
$
8

 
$
2

 
$
82

 
$
5

 
 
 
 
 
 
 
 
 
Gross realized losses:
 
 

 
 

 
 

 
 

Financial institution equity securities
 

 
12

 
$
12

 
$
15

Other equity securities
 

 
23

 
16

 
27

Total gross realized losses
 
$

 
$
35

 
$
28

 
$
42


There were no impairment charges included in gross realized losses for the three and nine months ended September 30, 2016 and 2015, respectively.

14

Table of Contents



Investment securities with a carrying value of approximately $102,872,000 and $131,089,000 at September 30, 2016 and December 31, 2015, respectively, were pledged to secure certain deposits, repurchase agreements, and for other purposes as required by law.


Note 6. Loans

Management segments the Banks' loan portfolio to a level that enables risk and performance monitoring according to similar risk characteristics.  Loans are segmented based on the underlying collateral characteristics.  Categories include commercial, financial, and agricultural, real estate, and installment loans to individuals.  Real estate loans are further segmented into three categories: residential, commercial, and construction.

The following table presents the related aging categories of loans, by segment, as of September 30, 2016 and December 31, 2015:
 
 
 
September 30, 2016
 
 
 
 
Past Due
 
Past Due 90
 
 
 
 
 
 
 
 
30 To 89
 
Days Or More
 
Non-
 
 
(In Thousands)
 
Current
 
Days
 
& Still Accruing
 
Accrual
 
Total
Commercial, financial, and agricultural
 
$
155,157

 
$
233

 
$

 
$
137

 
$
155,527

Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

Residential
 
551,143

 
2,752

 
114

 
2,603

 
556,612

Commercial
 
289,926

 
987

 

 
8,676

 
299,589

Construction
 
26,927

 
2

 

 

 
26,929

Installment loans to individuals
 
31,648

 
552

 

 

 
32,200

 
 
1,054,801

 
$
4,526

 
$
114

 
$
11,416

 
1,070,857

Net deferred loan fees and discounts
 
(1,377
)
 
 

 
 

 
 

 
(1,377
)
Allowance for loan losses
 
(12,718
)
 
 

 
 

 
 

 
(12,718
)
Loans, net
 
$
1,040,706

 
 

 
 

 
 

 
$
1,056,762


 
 
December 31, 2015
 
 
 
 
Past Due
 
Past Due 90
 
 
 
 
 
 
 
 
30 To 89
 
Days Or More
 
Non-
 
 
(In Thousands)
 
Current
 
Days
 
& Still Accruing
 
Accrual
 
Total
Commercial, financial, and agricultural
 
$
162,312

 
$
164

 
$

 
$
1,596

 
$
164,072

Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

Residential
 
517,753

 
6,827

 
714

 
889

 
526,183

Commercial
 
295,784

 
720

 
265

 
5,770

 
302,539

Construction
 
26,545

 
67

 

 
212

 
26,824

Installment loans to individuals
 
26,572

 
429

 

 

 
27,001

 
 
1,028,966

 
$
8,207

 
$
979

 
$
8,467

 
1,046,619

Net deferred loan fees and discounts
 
(1,412
)
 
 

 
 

 
 

 
(1,412
)
Allowance for loan losses
 
(12,044
)
 
 

 
 

 
 

 
(12,044
)
Loans, net
 
$
1,015,510

 
 

 
 

 
 

 
$
1,033,163

 
Purchased loans acquired are recorded at fair value on their purchase date without a carryover of the related allowance for loan losses.

Upon the acquisition of Luzerne Bank on June 1, 2013, the Company evaluated whether each acquired loan (regardless of size) was within the scope of ASC 310-30, Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality.  Purchased credit-impaired loans are loans that have evidence of credit deterioration since origination and it is probable at the date of acquisition

15

Table of Contents


that the Company will not collect all contractually required principal and interest payments. There were no material increases or decreases in the expected cash flows of these loans between June 1, 2013 (the “acquisition date”) and September 30, 2016.  The fair value of purchased credit-impaired loans, on the acquisition date, was determined, primarily based on the fair value of loan collateral.  The carrying value of purchased loans acquired with deteriorated credit quality was $329,000 at September 30, 2016.

On the acquisition date, the preliminary estimate of the unpaid principal balance for all loans evidencing credit impairment acquired in the Luzerne Bank acquisition was $1,211,000 and the estimated fair value of the loans was $878,000. Total contractually required payments on these loans, including interest, at the acquisition date was $1,783,000. However, the Company’s preliminary estimate of expected cash flows was $941,000. At such date, the Company established a credit risk related non-accretable discount (a discount representing amounts which are not expected to be collected from either the customer or liquidation of collateral) of $842,000 relating to these impaired loans, reflected in the recorded net fair value. Such amount is reflected as a non-accretable fair value adjustment to loans. The Company further estimated the timing and amount of expected cash flows in excess of the estimated fair value and established an accretable discount of $63,000 on the acquisition date relating to these impaired loans.
 

The following table presents additional information regarding loans acquired in the Luzerne Bank transaction with specific evidence of deterioration in credit quality:
(In Thousands)
 
September 30, 2016
 
December 31, 2015
Outstanding balance
 
$
429

 
$
441

Carrying amount
 
329

 
341

 
There were no material increases or decreases in the expected cash flows of these loans between June 1, 2013 (the “acquisition date”) and September 30, 2016. There has been no allowance for loan losses recorded for acquired loans with specific evidence of deterioration in credit quality as of September 30, 2016.

The following table presents interest income the Banks would have recorded if interest had been recorded based on the original loan agreement terms and rate of interest for non-accrual loans and interest income recognized on a cash basis for non-accrual loans for the three and nine months ended September 30, 2016 and 2015:
 
 
Three Months Ended September 30,
 
 
2016
 
2015
(In Thousands)
 
Interest Income That
Would Have Been
Recorded Based on
Original Term and Rate
 
Interest
Income
Recorded on
a Cash Basis
 
Interest Income That
Would Have Been
Recorded Based on
Original Term and Rate
 
Interest
Income
Recorded on
a Cash Basis
Commercial, financial, and agricultural
 
$
1

 
$

 
$
3

 
$

Real estate mortgage:
 
 

 
 

 
 

 
 

Residential
 
57

 
68

 
12

 
8

Commercial
 
109

 
90

 
77

 
12

Construction
 

 

 
15

 
17

 
 
$
167

 
$
158

 
$
107

 
$
37

 
 
Nine Months Ended September 30,
 
 
2016
 
2015
(In Thousands)
 
Interest Income That
Would Have Been
Recorded Based on
Original Term and Rate
 
Interest
Income
Recorded on
a Cash Basis
 
Interest Income That
Would Have Been
Recorded Based on
Original Term and Rate
 
Interest
Income
Recorded on
a Cash Basis
Commercial, financial, and agricultural
 
$
5

 
$
1

 
$
17

 
$
8

Real estate mortgage:
 
 

 
 

 
 

 
 

Residential
 
113

 
95

 
33

 
27

Commercial
 
388

 
170

 
248

 
47

Construction
 

 


 
45

 
53

 
 
$
506

 
$
266

 
$
343

 
$
135



16

Table of Contents


Impaired Loans

Impaired loans are loans for which it is probable the Banks will not be able to collect all amounts due according to the contractual terms of the loan agreement.  The Banks evaluate such loans for impairment individually and does not aggregate loans by major risk classifications.  The definition of “impaired loans” is not the same as the definition of “non-accrual loans,” although the two categories overlap.  The Banks may choose to place a loan on non-accrual status due to payment delinquency or uncertain collectability, while not classifying the loan as impaired. Factors considered by management in determining impairment include payment status and collateral value.  The amount of impairment for these types of loans is determined by the difference between the present value of the expected cash flows related to the loan, using the original interest rate, and its recorded value, or as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loan.  When foreclosure is probable, impairment is measured based on the fair value of the collateral.

Management evaluates individual loans in all of the commercial segments for possible impairment if the loan is greater than $100,000 and if the loan is either on non-accrual status or has a risk rating of substandard.  Management may also elect to measure an individual loan for impairment if less than $100,000 on a case-by-case basis.

Mortgage loans on one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment collectively. Loans that experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired.  Management determines the significance of payment delays on a case-by-case basis taking into consideration all circumstances surrounding the loan and the borrower including the length of the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed.  Interest income for impaired loans is recorded consistent with the Banks' policy on non-accrual loans.

The following table presents the recorded investment, unpaid principal balance, and related allowance of impaired loans by segment as of September 30, 2016 and December 31, 2015:

 
 
September 30, 2016
 
 
Recorded
 
Unpaid Principal
 
Related
(In Thousands)
 
Investment
 
Balance
 
Allowance
With no related allowance recorded:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
$
126

 
$
126

 
$

Real estate mortgage:
 
 

 
 

 
 

Residential
 
1,789

 
1,789

 

Commercial
 
1,920

 
1,970

 

 
 
3,835

 
3,885

 

With an allowance recorded:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
137

 
137

 
74

Real estate mortgage:
 
 

 
 

 
 

Residential
 
2,666

 
2,766

 
530

Commercial
 
10,414

 
10,414

 
2,018

 
 
13,217

 
13,317

 
2,622

Total:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
263

 
263

 
74

Real estate mortgage:
 
 

 
 

 
 

Residential
 
4,455

 
4,555

 
530

Commercial
 
12,334

 
12,384

 
2,018

 
 
$
17,052

 
$
17,202

 
$
2,622



17

Table of Contents


 
 
December 31, 2015
 
 
Recorded
 
Unpaid Principal
 
Related
(In Thousands)
 
Investment
 
Balance
 
Allowance
With no related allowance recorded:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
$
319

 
$
319

 
$

Real estate mortgage:
 
 

 
 

 
 

Residential
 
1,142

 
1,142

 

Commercial
 
1,735

 
1,785

 

Construction
 
212

 
212

 

 
 
3,408

 
3,458

 

With an allowance recorded:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
150

 
150

 
75

Real estate mortgage:
 
 

 
 

 
 

Residential
 
1,573

 
1,703

 
376

Commercial
 
10,752

 
10,752

 
1,653

Construction
 

 

 

 
 
12,475

 
12,605

 
2,104

Total:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
469

 
469

 
75

Real estate mortgage:
 
 

 
 

 
 

Residential
 
2,715

 
2,845

 
376

Commercial
 
12,487

 
12,537

 
1,653

Construction
 
212

 
212

 

 
 
$
15,883

 
$
16,063

 
$
2,104

 
The following table presents the average recorded investment in impaired loans and related interest income recognized for the three and nine months ended for September 30, 2016 and 2015:
 
 
Three Months Ended September 30,
 
 
2016
 
2015
(In Thousands)
 
Average
Investment in
Impaired Loans
 
Interest Income
Recognized on an
Accrual Basis on
Impaired Loans
 
Interest Income
Recognized on a
Cash Basis on
Impaired Loans
 
Average
Investment in
Impaired Loans
 
Interest Income
Recognized on an
Accrual Basis on
Impaired Loans
 
Interest Income
Recognized on a
Cash Basis on
Impaired Loans
Commercial, financial, and agricultural
 
$
346

 
$
4

 
$

 
$
699

 
$
5

 
$

Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

 
 

Residential
 
2,784

 
23

 
41

 
2,245

 
17

 
14

Commercial
 
12,383

 
83

 
16

 
14,210

 
90

 
35

Construction
 
67

 

 


 
906

 

 
17

 
 
$
15,580

 
$
110

 
$
57

 
$
18,060

 
$
112

 
$
66

 
 
Nine Months Ended September 30,
 
 
2016
 
2015
(In Thousands)
 
Average
Investment in
Impaired Loans
 
Interest Income
Recognized on an
Accrual Basis on
Impaired Loans
 
Interest Income
Recognized on a
Cash Basis on
Impaired Loans
 
Average
Investment in
Impaired Loans
 
Interest Income
Recognized on an
Accrual Basis on
Impaired Loans
 
Interest Income
Recognized on a
Cash Basis on
Impaired Loans
Commercial, financial, and agricultural
 
$
586

 
$
12

 
$
1

 
$
924

 
$
15

 
$
10

Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

 
 

Residential
 
4,539

 
67

 
68

 
1,954

 
45

 
31

Commercial
 
16,988

 
247

 
96

 
14,492

 
238

 
71

Construction
 
208

 

 


 
812

 

 
53

 
 
$
22,321

 
$
326

 
$
165

 
$
18,182

 
$
298

 
$
165


18

Table of Contents



Currently, there is $24,000 committed to be advanced in connection with impaired loans.

Troubled Debt Restructurings

The loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring (“TDR”), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties.  These concessions typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions.  Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

There were two loan modifications that were considered TDRs completed during the three months ended September 30, 2016. Loan modifications that are considered TDRs completed during the three and nine months ended September 30, 2016 and 2015 and were as follows:
 
 
 
Three Months Ended September 30,
 
 
2016
 
2015
(In Thousands, Except Number of Contracts)
 
Number
of
Contracts
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
 
Number
of
Contracts
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
Commercial, financial, and agricultural
 

 
$

 
$

 
2

 
$
116

 
$
116

Real estate mortgage:
 
 

 
 

 
 

 
 
 
 
 
 
Residential
 
2

 
580

 
580

 
6

 
641

 
641

Commercial
 

 

 

 
4

 
496

 
496

Construction
 

 

 

 

 

 

 
 
2

 
$
580

 
$
580

 
12

 
$
1,253

 
$
1,253

 
 
Nine Months Ended September 30,
 
 
2016
 
2015
(In Thousands, Except Number of Contracts)
 
Number
of
Contracts
 
Pre-Modification
Outstanding
Recorded
Investment
 
Post-Modification
Outstanding
Recorded
Investment
 
Number
of
Contracts
 
Pre-Modification
Outstanding
Recorded
Investment
 
Post-Modification
Outstanding
Recorded
Investment
Commercial, financial, and agricultural
 

 
$

 
$

 
4

 
$
213

 
$
213

Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

 
 

Residential
 
4

 
922

 
922

 
12

 
963

 
963

Commercial
 
1

 
838

 
838

 
6

 
1,013

 
1,013

Construction
 

 

 

 
1

 
398

 
398

 
 
5

 
$
1,760

 
$
1,760

 
23

 
$
2,587

 
$
2,587


There were five loan modifications considered to be TDRs made during the twelve months previous to September 30, 2016 that defaulted during the nine months ended September 30, 2016.  The defaulted loan types and recorded investments at March 31, 2016 are as follows: one commercial loan with a recorded investment of $103,000, one commercial real estate loan with a recorded investment of $239,000, and three residential real estate loan with a recorded investment of $173,000. There was one loan modifications considered TDRs made during the twelve months previous to September 30, 2015 that defaulted during the nine months ended September 30, 2015. The loan that defaulted is a commercial real estate loans with a recorded investment of $48,000 at September 30, 2015.

Troubled debt restructurings amounted to $9,219,000 and $9,647,000 as of September 30, 2016 and December 31, 2015.

The amount of foreclosed residential real estate held at September 30, 2016 and December 31, 2015, totaled $0 and $102,000, respectively. Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at September 30, 2016 and December 31, 2015, totaled $872,000 and $448,000, respectively.


19

Table of Contents



Internal Risk Ratings

Management uses a ten point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The special mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a substandard classification. Loans in the substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are evaluated for substandard classification.  Loans in the doubtful category exhibit the same weaknesses found in the substandard loans, however, the weaknesses are more pronounced.  Such loans are static and collection in full is improbable.  However, these loans are not yet rated as loss because certain events may occur which would salvage the debt.  Loans classified loss are considered uncollectible and charge-off is imminent.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Banks have a structured loan rating process with several layers of internal and external oversight.  Generally, consumer and residential mortgage loans are included in the pass category unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event.  An external annual loan review of large commercial relationships is performed, as well as a sample of smaller transactions. Confirmation of the appropriate risk category is included in the review. Detailed reviews, including plans for resolution, are performed on loans classified as substandard, doubtful, or loss on a quarterly basis.

The following table presents the credit quality categories identified above as of September 30, 2016 and December 31, 2015:
 
 
September 30, 2016
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Installment Loans to Individuals
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
Totals
Pass
 
$
152,425

 
$
553,115

 
$
277,903

 
$
26,929

 
$
32,200

 
$
1,042,572

Special Mention
 
2,739

 
587

 
6,063

 

 

 
9,389

Substandard
 
363

 
2,910

 
15,623

 

 

 
18,896

 
 
$
155,527

 
$
556,612

 
$
299,589

 
$
26,929

 
$
32,200

 
$
1,070,857

 

 
 
December 31, 2015
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Installment Loans to Individuals
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
Totals
Pass
 
$
160,734

 
$
522,853

 
$
277,248

 
$
26,612

 
$
27,001

 
$
1,014,448

Special Mention
 
1,669

 
823

 
8,625

 

 

 
11,117

Substandard
 
1,669

 
2,507

 
16,666

 
212

 

 
21,054

 
 
$
164,072

 
$
526,183

 
$
302,539

 
$
26,824

 
$
27,001

 
$
1,046,619

 
Allowance for Loan Losses

An allowance for loan losses (“ALL”) is maintained to absorb losses from the loan portfolio.  The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated future loss experience, and the amount of non-performing loans.

The Banks' methodology for determining the ALL is based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment (previously discussed) and ASC Subtopic 450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statements on the Allowance for Loan and Lease Losses and other bank regulatory guidance.  The total of the two components represents the Banks' ALL.

Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate.  Allowances are segmented based on collateral characteristics previously disclosed, and consistent with credit quality monitoring.  Loans that are collectively evaluated for impairment are grouped into two classes for evaluation.  A general allowance is determined for “Pass” rated credits, while a separate pool allowance is provided for “Criticized” rated credits that are not individually evaluated for impairment.


20

Table of Contents


For the general allowances, historical loss trends are used in the estimation of losses in the current portfolio.  These historical loss amounts are modified by other qualitative factors.  A historical charge-off factor is calculated utilizing a twelve quarter moving average.  However, management may adjust the moving average time frame by up to four quarters to adjust for variances in the economic cycle. Management has identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience.  The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and non-accrual loans; trends in volumes and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value of underlying collateral; and concentrations of credit from a loan type, industry and/or geographic standpoint.

Loans in the criticized pools, which possess certain qualities or characteristics that may lead to collection and loss issues, are closely monitored by management and subject to additional qualitative factors.  Management also monitors industry loss factors by loan segment for applicable adjustments to actual loss experience.

Management reviews the loan portfolio on a quarterly basis in order to make appropriate and timely adjustments to the ALL.  When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

Activity in the allowance is presented for the three and nine months ended September 30, 2016 and 2015:
 
 
Three Months Ended September 30, 2016
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Installment Loans to Individuals
 
 
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
Unallocated
 
Totals
Beginning Balance
 
$
1,273

 
$
5,851

 
$
4,001

 
$
143

 
$
277

 
$
972

 
$
12,517

Charge-offs
 
(18
)
 
(4
)
 

 

 
(67
)
 

 
(89
)
Recoveries
 
4

 
8

 
3

 
1

 
16

 

 
32

Provision
 
(9
)
 
(550
)
 
642

 
(29
)
 
111

 
93

 
258

Ending Balance
 
$
1,250

 
$
5,305

 
$
4,646

 
$
115

 
$
337

 
$
1,065

 
$
12,718

 
 
 
Three Months Ended September 30, 2015
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Installment Loans to Individuals
 
 
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
Unallocated
 
Totals
Beginning Balance
 
$
1,286

 
$
4,334

 
$
3,869

 
$
548

 
$
237

 
$
991

 
$
11,265

Charge-offs
 

 
(29
)
 
(294
)
 

 
(47
)
 

 
(370
)
Recoveries
 
23

 
32

 

 
3

 
16

 

 
74

Provision
 
(1
)
 
150

 
305

 
(187
)
 
39

 
214

 
520

Ending Balance
 
$
1,308

 
$
4,487

 
$
3,880

 
$
364

 
$
245

 
$
1,205

 
$
11,489

 
 
 
Nine Months Ended September 30, 2016
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Installment Loans to Individuals
 
 
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
Unallocated
 
Totals
Beginning Balance
 
$
1,532

 
$
5,116

 
$
4,217

 
$
160

 
$
243

 
$
776

 
$
12,044

Charge-offs
 
(167
)
 
(11
)
 

 

 
(171
)
 

 
(349
)
Recoveries
 
56

 
14

 
8

 
6

 
73

 

 
157

Provision
 
(171
)
 
186

 
421

 
(51
)
 
192

 
289

 
866

Ending Balance
 
$
1,250

 
$
5,305

 
$
4,646

 
$
115

 
$
337

 
$
1,065

 
$
12,718



21

Table of Contents


 
 
Nine Months Ended September 30, 2015
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Installment Loans to Individuals
 
 
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
Unallocated
 
Totals
Beginning Balance
 
$
1,124

 
$
3,755

 
$
4,205

 
$
786

 
$
245

 
$
464

 
$
10,579

Charge-offs
 
(283
)
 
(30
)
 
(743
)
 
(46
)
 
(161
)
 

 
(1,263
)
Recoveries
 
51

 
69

 
169

 
19

 
45

 

 
353

Provision
 
416

 
693

 
249

 
(395
)
 
116

 
741

 
1,820

Ending Balance
 
$
1,308

 
$
4,487

 
$
3,880

 
$
364

 
$
245

 
$
1,205

 
$
11,489

 

The Company grants commercial, industrial, residential, and installment loans to customers primarily throughout north-east and central Pennsylvania. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within this region.

The Company has a concentration of the following to gross loans at September 30, 2016 and 2015:
 
 
 
September 30,
 
 
2016
 
2015
Owners of residential rental properties
 
16.64
%
 
16.44
%
Owners of commercial rental properties
 
14.11
%
 
14.17
%
 
The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment based on impairment method as of September 30, 2016 and December 31, 2015:

 
 
September 30, 2016
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Installment Loans to Individuals
 
Unallocated
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
 
Totals
Allowance for Loan Losses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Ending allowance balance attributable to loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
 
$
74

 
$
530

 
$
2,018

 
$

 
$

 
$

 
$
2,622

Collectively evaluated for impairment
 
1,176

 
4,775

 
2,628

 
115

 
337

 
1,065

 
10,096

Total ending allowance balance
 
$
1,250

 
$
5,305

 
$
4,646

 
$
115

 
$
337

 
$
1,065

 
$
12,718

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
 
$
263

 
$
4,126

 
$
12,334

 
$

 
$

 


 
$
16,723

Loans acquired with deteriorated credit quality
 

 
329

 

 

 

 


 
329

Collectively evaluated for impairment
 
155,264

 
552,157

 
287,255

 
26,929

 
32,200

 


 
1,053,805

Total ending loans balance
 
$
155,527

 
$
556,612

 
$
299,589

 
$
26,929

 
$
32,200

 


 
$
1,070,857

 

22

Table of Contents


 
 
December 31, 2015
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Installment Loans to Individuals
 
Unallocated
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
 
Totals
Allowance for Loan Losses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Ending allowance balance attributable to loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
 
$
75

 
$
376

 
$
1,653

 
$

 
$

 
$

 
$
2,104

Collectively evaluated for impairment
 
1,457

 
4,740

 
2,564

 
160

 
243

 
776

 
9,940

Total ending allowance balance
 
$
1,532

 
$
5,116

 
$
4,217

 
$
160

 
$
243

 
$
776

 
$
12,044

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
 
$
469

 
$
2,374

 
$
12,487

 
$
212

 
$

 
 

 
$
15,542

Loans acquired with deteriorated credit quality
 

 
341

 

 

 

 
 
 
341

Collectively evaluated for impairment
 
163,603

 
523,468

 
290,052

 
26,612

 
27,001

 
 

 
1,030,736

Total ending loans balance
 
$
164,072

 
$
526,183

 
$
302,539

 
$
26,824

 
$
27,001

 
 

 
$
1,046,619

 
Note 7.  Net Periodic Benefit Cost-Defined Benefit Plans

For a detailed disclosure on the Company’s pension and employee benefits plans, please refer to Note 13 of the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2015.

The following sets forth the components of the net periodic benefit/cost of the domestic non-contributory defined benefit plan for the three and nine months ended September 30, 2016 and 2015, respectively:
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In Thousands)
 
2016
 
2015
 
2016
 
2015
Service cost
 
$
17

 
$
16

 
$
51

 
$
48

Interest cost
 
193

 
189

 
579

 
567

Expected return on plan assets
 
(251
)
 
(246
)
 
(753
)
 
(737
)
Amortization of net loss
 
39

 
39

 
117

 
119

Net periodic benefit cost
 
$
(2
)
 
$
(2
)
 
$
(6
)
 
$
(3
)

Employer Contributions

The Company previously disclosed in its consolidated financial statements, included in the Annual Report on Form 10-K for the year ended December 31, 2015, that it expected to contribute a minimum of $500,000 to its defined benefit plan in 2016.  As of September 30, 2016, there were contributions of $500,000 made to the plan with additional contributions of at least $250,000 anticipated during the remainder of 2016.
 
Note 8.  Employee Stock Purchase Plan

The Company maintains an Employee Stock Purchase Plan (“Plan”).  The Plan is intended to encourage employee participation in the ownership and economic progress of the Company.  The Plan allows for up to 1,000,000 shares to be purchased by employees.  The purchase price of the shares is 95% of market value with an employee eligible to purchase up to the lesser of 15% of base compensation or $12,000 in market value annually.  During the nine months ended September 30, 2016 and 2015, there were 1,617 and 1,723 shares issued under the plan, respectively.


23

Table of Contents


Note 9.  Off Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments are primarily comprised of commitments to extend credit, standby letters of credit, and credit exposure from the sale of assets with recourse.  These instruments involve, to varying degrees, elements of credit, interest rate, or liquidity risk in excess of the amount recognized in the Consolidated Balance Sheet.  The contract amounts of these instruments express the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments.  The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.  The Company may require collateral or other security to support financial instruments with off-balance sheet credit risk.

Financial instruments whose contract amounts represent credit risk are as follows at September 30, 2016 and December 31, 2015:

(In Thousands)
 
September 30, 2016
 
December 31, 2015
Commitments to extend credit
 
$
254,123

 
$
241,936

Standby letters of credit
 
6,607

 
4,786

Credit exposure from the sale of assets with recourse
 
9,398

 
6,523

 
 
$
270,128

 
$
253,245

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

Standby letters of credit represent conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  These instruments are issued primarily to support bid or performance related contracts.  The coverage period for these instruments is typically a one year period with an annual renewal option subject to prior approval by management.  Fees earned from the issuance of these letters are recognized upon expiration of the coverage period.  For secured letters of credit, the collateral is typically Bank deposit instruments or customer business assets.
 
Note 10.  Fair Value Measurements

The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value.
Level I:
 
Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
 
 
 
Level II:
 
Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.
 
 
 
Level III:
 
Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

This hierarchy requires the use of observable market data when available.

The following table presents the assets reported on the balance sheet at their fair value on a recurring basis as of September 30, 2016 and December 31, 2015, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

24

Table of Contents


 
 
September 30, 2016
(In Thousands)
 
Level I
 
Level II
 
Level III
 
Total
Assets measured on a recurring basis:
 
 

 
 

 
 

 
 

Investment securities, available for sale:
 
 

 
 

 
 

 
 

U.S. Government and agency securities
 
$

 
$

 
$

 
$

Mortgage-backed securities
 

 
10,259

 

 
10,259

Asset-backed securities
 

 
1,538

 

 
1,538

State and political securities
 

 
62,642

 

 
62,642

Other debt securities
 

 
54,213

 

 
54,213

Financial institution equity securities
 
10,773

 

 

 
10,773

Other equity securities
 
1,632

 

 

 
1,632

Investment securities, trading:
 
 
 
 
 
 
 
 
Financial institution equity securities
 

 

 

 

Total assets measured on a recurring basis
 
$
12,405

 
$
128,652

 
$

 
$
141,057

 

 
 
December 31, 2015
(In Thousands)
 
Level I
 
Level II
 
Level III
 
Total
Assets measured on a recurring basis:
 
 

 
 

 
 

 
 

Investment securities, available for sale:
 
 

 
 

 
 

 
 

U.S. Government and agency securities
 
$

 
$
3,549

 
$

 
$
3,549

Mortgage-backed securities
 

 
10,009

 

 
10,009

Asset-backed securities
 

 
1,940

 

 
1,940

State and political securities
 

 
86,555

 

 
86,555

Other debt securities
 

 
57,772

 

 
57,772

Financial institution equity securities
 
11,483

 

 

 
11,483

Other equity securities
 
4,849

 

 

 
4,849

Investment securities, trading:
 
 
 
 
 
 
 
 
Financial institution equity securities
 
73

 

 

 
73

Total assets measured on a recurring basis
 
$
16,405

 
$
159,825

 
$

 
$
176,230

 
The following table presents the assets reported on the Consolidated Balance Sheet at their fair value on a non-recurring basis as of September 30, 2016 and December 31, 2015, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. 
 
 
September 30, 2016
(In Thousands)
 
Level I
 
Level II
 
Level III
 
Total
Assets measured on a non-recurring basis:
 
 

 
 

 
 

 
 

Impaired loans
 
$

 
$

 
$
14,430

 
$
14,430

Other real estate owned
 

 

 
1,290

 
1,290

Total assets measured on a non-recurring basis
 
$

 
$

 
$
15,720

 
$
15,720


 
 
December 31, 2015
(In Thousands)
 
Level I
 
Level II
 
Level III
 
Total
Assets measured on a non-recurring basis:
 
 

 
 

 
 

 
 

Impaired loans
 
$

 
$

 
$
13,779

 
$
13,779

Other real estate owned
 

 

 
1,696

 
1,696

Total assets measured on a non-recurring basis
 
$

 
$

 
$
15,475

 
$
15,475

 

25

Table of Contents


The following tables present a listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques as of September 30, 2016 and December 31, 2015
 
 
September 30, 2016
 
 
Quantitative Information About Level III Fair Value Measurements
(In Thousands)
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Inputs
 
Range
 
Weighted Average
Impaired loans
 
$
5,126

 
Discounted cash flow
 
Temporary reduction in payment amount
 
0 to (70)%
 
(16)%
 
 
9,304

 
Appraisal of collateral
 
Appraisal adjustments (1)
 
0 to (20)%
 
(13)%
Other real estate owned
 
$
1,290

 
Appraisal of collateral (1)
 
 
 
 
 
 
 
(1) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.
 
 
December 31, 2015
 
 
Quantitative Information About Level III Fair Value Measurements
(In Thousands)
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Inputs
 
Range
 
Weighted Average
Impaired loans
 
$
5,696

 
Discounted cash flow
 
Temporary reduction in payment amount
 
0 to (70)%
 
(17)%
 
 
8,083

 
Appraisal of collateral
 
Appraisal adjustments (1)
 
0 to (20)%
 
(15)%
Other real estate owned
 
$
1,696

 
Appraisal of collateral (1)
 
 
 
 
 
 
(1) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

The discounted cash flow valuation technique is utilized to determine the fair value of performing impaired loans, while non-performing impaired loans utilize the appraisal of collateral method.

The significant unobservable inputs used in the fair value measurement of the Company’s impaired loans using the discounted cash flow valuation technique include temporary changes in payment amounts and the probability of default.  Significant increases (decreases) in payment amounts would result in significantly higher (lower) fair value measurements. 

The significant unobservable input used in the fair value measurement of the Company’s impaired loans using the appraisal of collateral valuation technique include appraisal adjustments, which are adjustments to appraisals by management for qualitative factors such as economic conditions and estimated liquidation expenses.  The significant unobservable input used in the fair value measurement of the Company’s other real estate owned are the same inputs used to value impaired loans using the appraisal of collateral valuation technique.
 
Note 11. Fair Value of Financial Instruments

The Company is required to disclose fair values for its financial instruments.  Fair values are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Also, it is the Company’s general practice and intention to hold most of its financial instruments to maturity and not to engage in trading or sales activities.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors.  These fair values are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions can significantly affect the fair values.

Fair values have been determined by the Company using historical data and an estimation methodology suitable for each category of financial instruments.  The Company’s fair values, methods, and assumptions are set forth below for the Company’s other financial instruments.

As certain assets and liabilities, such as deferred tax assets, premises and equipment, and many other operational elements of the Company, are not considered financial instruments but have value, this fair value of financial instruments would not represent the full market value of the Company.



26

Table of Contents



The fair values of the Company’s financial instruments are as follows at September 30, 2016 and December 31, 2015:
 
 
Carrying
 
Fair
 
Fair Value Measurements at September 30, 2016
(In Thousands)
 
Value
 
Value
 
Level I
 
Level II
 
Level III
Financial assets:
 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
 
$
60,181

 
$
60,181

 
$
60,181

 
$

 
$

Investment securities:
 
 

 
 

 
 

 
 

 
 

Available for sale
 
141,057

 
141,057

 
12,405

 
128,652

 

Trading
 

 

 

 

 

Loans held for sale
 
2,160

 
2,160

 
2,160

 

 

Loans, net
 
1,056,762

 
1,085,769

 

 

 
1,085,769

Bank-owned life insurance
 
27,176

 
27,176

 
27,176

 

 

Accrued interest receivable
 
3,800

 
3,800

 
3,800

 

 

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 

 
 

 
 

 
 

 
 

Interest-bearing deposits
 
$
792,698

 
$
787,163

 
$
564,519

 
$

 
$
222,644

Noninterest-bearing deposits
 
295,599

 
295,599

 
295,599

 

 

Short-term borrowings
 
11,579

 
11,579

 
11,579

 

 

Long-term borrowings
 
91,025

 
92,283

 

 

 
92,658

Accrued interest payable
 
481

 
481

 
481

 

 

 
 
 
Carrying
 
Fair
 
Fair Value Measurements at December 31, 2015
(In Thousands)
 
Value
 
Value
 
Level I
 
Level II
 
Level III
Financial assets:
 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
 
$
22,796

 
$
22,796

 
$
22,796

 
$

 
$

Investment securities:
 
 

 
 

 
 

 
 

 
 

Available for sale
 
176,157

 
176,157

 
16,332

 
159,825

 

Trading
 
73

 
73

 
73

 

 

Loans held for sale
 
757

 
757

 
757

 

 

Loans, net
 
1,033,163

 
1,045,140

 

 

 
1,045,140

Bank-owned life insurance
 
26,667

 
26,667

 
26,667

 

 

Accrued interest receivable
 
3,686

 
3,686

 
3,686

 

 

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 

 
 

 
 

 
 

 
 

Interest-bearing deposits
 
$
751,797

 
$
729,685

 
$
509,206

 
$

 
$
220,479

Noninterest-bearing deposits
 
280,083

 
280,083

 
280,083

 

 

Short-term borrowings
 
46,638

 
46,638

 
46,638

 

 

Long-term borrowings
 
91,025

 
91,783

 

 

 
91,783

Accrued interest payable
 
426

 
426

 
426

 

 

 
Cash and Cash Equivalents, Loans Held for Sale, Accrued Interest Receivable, Short-term Borrowings, and Accrued Interest Payable:
The fair value is equal to the carrying value.

Investment Securities:
The fair value of investment securities available for sale and trading is equal to the available quoted market price. If no quoted market price is available, fair value is estimated using the quoted market price for similar securities.  Regulatory stocks’ fair value is equal to the carrying value.

Loans:
Fair values are estimated for portfolios of loans with similar financial characteristics.  Loans are segregated by type such as commercial, financial, and agricultural, commercial real estate, residential real estate, construction real estate, and installment

27

Table of Contents


loans to individuals.  Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories.

The fair value of performing loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan.  The estimate of maturity is based on the Company’s historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions.

Fair value for significant nonperforming loans is based on recent external appraisals.  If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows.  Assumptions regarding credit risk, cash flows, and discounted rates are judgmentally determined using available market information and specific borrower information.

Bank-Owned Life Insurance:
The fair value is equal to the cash surrender value of the life insurance policies.

Deposits:
The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings, NOW, and money market accounts, is equal to the amount payable on demand.  The fair value of certificates of deposit is based on the discounted value of contractual cash flows.

The fair value estimates above do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible.

Long Term Borrowings:
The fair value of long term borrowings is based on the discounted value of contractual cash flows.

Commitments to Extend Credit, Standby Letters of Credit, and Financial Guarantees Written:
There is no material difference between the notional amount and the estimated fair value of off-balance sheet items.  The contractual amounts of unfunded commitments and letters of credit are presented in Note 9 (Off Balance Sheet Risk).
 
Note 12.  Stock Options

In 2014, the Company adopted the 2014 Equity Incentive Plan designed to help the Company attract, retain, and motivate employees and non-employee directors. Incentive stock options, non-qualified stock options, and restricted stock may be granted as part of the plan.

On August 27, 2015, the Company issued 38,750 stock options to a group of employees. Each option granted has a strike price of $42.03 and is exercisable only after five years following the date of the grant of such options. The options expire ten years following the date of the grant of such options.

A summary of stock option activity is presented below:

 
 
September 30, 2016
 
December 31, 2015
 
 
Shares
 
Weighted Average Exercise Price
 
Shares
 
Weighted Average Exercise Price
Outstanding, beginning of year
 
34,750

 
$
42.03

 

 
$

Granted
 

 

 
38,750

 
42.03

Exercised
 

 

 

 

Forfeited
 
(3,750
)
 
42.03

 
(4,000
)
 
42.03

Outstanding, end of year
 
31,000

 
$
42.03

 
34,750

 
$
42.03



The estimated fair value of options, including the effect of estimated forfeitures, is recognized as expense on a straightline basis
over the options’ vesting periods while ensuring that the cumulative amount of compensation cost recognized at least equals the

28

Table of Contents


value of the vested portion of the award at that date. The Company determines the fair value of options granted using the Black-Scholes option-pricing model. The risk-free interest rate is based on the United States Treasury bond with a similar term to the expected life of the options at the grant date. Expected volatility was estimated based on the adjusted historic volatility of the Company’s shares. The expected life was estimated to equal the contractual life of the options. The dividend yield rate was based upon recent historical dividends paid on shares.


Note 13.  Reclassification of Comparative Amounts

Certain comparative amounts for the prior period have been reclassified to conform to current period presentations. Such reclassifications had no effect on net income or shareholders’ equity.
 
CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Report contains certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements which are other than statements of historical fact.  The Company cautions readers that the following important factors, among others, may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein:  (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, with which the Company must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company’s organization, compensation and benefit plans; (iii) the effect on the Company’s competitive position within its market area of the  increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non-bank providers of various financial services; (iv) the effect of changes in interest rates; (v) the effect of changes in the business cycle and downturns in the local, regional or national economies; and (vi) the Risk Factors identified in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and in other filings made by the Company under the Securities Exchange Act of 1934.

You should not put undue reliance on any forward-looking statements.  These statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by the Company on its website or otherwise.  The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

29

Table of Contents


Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operation

EARNINGS SUMMARY

Comparison of the Three and Nine Months Ended September 30, 2016 and 2015

Summary Results

Net income for the three months ended September 30, 2016 was $3,059,000 compared to $3,364,000 for the same period of 2015 as after-tax securities gains decreased $153,000 (from a gain of $325,000 to a gain of $172,000). Basic and diluted earnings per share for the three months ended September 30, 2016 and 2015 were $0.65 and $0.71, respectively. Return on average assets and return on average equity were 0.91% and 8.69% for the three months ended September 30, 2016 compared to 1.04% and 9.89% for the corresponding period of 2015. Net income from core operations (“operating earnings”) decreased to $2,887,000 for the three months ended September 30, 2016 compared to $3,039,000 for the same period of 2015. Operating earnings per share for the three months ended September 30, 2016 and 2015 were $0.61 and $0.64, respectively.

The nine months ended September 30, 2016 generated net income of $9,529,000 compared to $10,152,000 for the same period of 2015. Comparable results were impacted by a decrease in after-tax securities gains of $296,000 (from a gain of $1,106,000 to a gain of $810,000). Earnings per share, basic and dilutive, for the nine months ended September 30, 2016 were $2.01 compared to $2.12 for the comparable period of 2015. Return on average assets and return on average equity were 0.95% and 9.14% for the nine months ended September 30, 2016 compared to 1.06% and 9.90% for the corresponding period of 2015. Operating earnings decreased to $8,719,000 for the nine months ended September 30, 2016 compared to $9,046,000 for the same period of 2015, as the 2015 period included non-recurring gains on the sale of other real estate owned of $175,000 the 2016 level. The 2016 period also included expenses related to a data breach at a national restaurant chain that impacted our customer base. In addition, the investment portfolio has declined $61,599,000 from September 30, 2015 to September 30, 2016 as part of our strategy to position the balance sheet for a rising rate environment. Operating earnings per share for the nine months ended September 30, 2016 were $1.84 basic and dilutive compared to $1.89 basic and dilutive for the nine months ended September 30, 2015.

Management uses the non-GAAP measure of net income from core operations, or operating earnings, in its analysis of the Company’s performance.  This measure, as used by the Company, adjusts net income by excluding significant gains or losses that are unusual in nature.  Because certain of these items and their impact on the Company’s performance are difficult to predict, management believes the presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of the Company’s core businesses.  For purposes of this Quarterly Report on Form 10-Q, net income from core operations, or operating earnings, means net income adjusted to exclude after-tax net securities gains or losses and bank-owned life insurance gains on death benefit.  These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Reconciliation of GAAP and Non-GAAP Financial Measures
(Dollars in Thousands, Except Per Share Data)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
GAAP net income
 
$
3,059

 
$
3,364

 
$
9,529

 
$
10,152

Less: net securities, net of tax
 
172

 
325

 
810

 
1,106

Non-GAAP operating earnings
 
$
2,887

 
$
3,039

 
$
8,719

 
$
9,046

 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Return on average assets (ROA)
 
0.91
%
 
1.04
%
 
0.95
%
 
1.06
%
Less: net securities, net of tax
 
0.05
%
 
0.10
%
 
0.08
%
 
0.12
%
Non-GAAP operating ROA
 
0.86
%
 
0.94
%
 
0.87
%
 
0.94
%

30

Table of Contents


 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Return on average equity (ROE)
 
8.69
%
 
9.89
%
 
9.14
%
 
9.90
%
Less: net securities, net of tax
 
0.49
%
 
0.95
%
 
0.78
%
 
1.08
%
Non-GAAP operating ROE
 
8.20
%
 
8.94
%
 
8.36
%
 
8.82
%
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Basic earnings per share (EPS)
 
$
0.65

 
$
0.71

 
$
2.01

 
$
2.12

Less: net securities, net of tax
 
0.04

 
0.07

 
0.17

 
0.23

Non-GAAP basic operating EPS
 
$
0.61

 
$
0.64

 
$
1.84

 
$
1.89

 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Dilutive EPS
 
$
0.65

 
$
0.71

 
$
2.01

 
$
2.12

Less: net securities, net of tax
 
0.04

 
0.07

 
0.17

 
0.23

Non-GAAP dilutive operating EPS
 
$
0.61

 
$
0.64

 
$
1.84

 
$
1.89

 
Interest and Dividend Income

Interest and dividend income for the three months ended September 30, 2016 increased to $11,660,000 compared to $11,523,000 for the same period of 2015.  Loan portfolio income increased due to the impact of portfolio growth, primarily in home equity products.  The loan portfolio income increase was offset by a decrease in investment portfolio interest due to a decline in the average taxable equivalent yield of 47 bp as the duration in the investment portfolio continues to be shortened in order to reduce interest rate and market risk in the future. This is being undertaken primarily through the sale of long-term municipal bonds that have a maturity date of 2025 or later and securities with a call date within the next five years. To offset the revenue impact of the declining asset yields, a focus has been placed on increasing earning assets by adding quality short and intermediate term loans such as home equity loans, even though these new earning assets are at lower yields than legacy assets.

During the nine months ended September 30, 2016, interest and dividend income was $35,056,000, an increase of $607,000 over the same period of 2015. Interest income on the loan portfolio increased as the growth in the portfolio was countered by a 2 bp decline in average yield. The investment portfolio interest income decreased as the portfolio size was decreased in order to reduce interest rate and market risk, while the yield on the investment portfolio declined 39 bp.

Interest and dividend income composition for the three and nine months ended September 30, 2016 and 2015 was as follows:
 
 
Three Months Ended
 
 
September 30, 2016
 
September 30, 2015
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Loans including fees
 
$
10,541

 
90.40
%
 
$
9,862

 
85.59
%
 
$
679

 
6.89

%
Investment securities:
 
 

 
 
 
 
 

 
 
 
 
 

 
 

 
Taxable
 
601

 
5.16
 
 
829

 
7.19
 
 
(228
)
 
(27.50
)
 
Tax-exempt
 
329

 
2.82
 
 
676

 
5.87
 
 
(347
)
 
(51.33
)
 
Dividend and other interest income
 
189

 
1.62
 
 
156

 
1.35
 
 
33

 
21.15

 
Total interest and dividend income
 
$
11,660

 
100.00
%
 
$
11,523

 
100.00
%
 
$
137

 
1.19

%

31

Table of Contents


 
 
Nine Months Ended
 
 
 
September 30, 2016
 
September 30, 2015
 
Change
 
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
 
Loans including fees
 
$
31,362

 
89.46
%
 
$
28,937

 
84.00
%
 
$
2,425

 
8.38

%
Investment securities:
 
 

 
 
 
 
 

 
 
 
 
 

 
 

 
Taxable
 
1,825

 
5.21
 
 
2,728

 
7.92
 
 
(903
)
 
(33.10
)
 
Tax-exempt
 
1,203

 
3.43
 
 
2,187

 
6.35
 
 
(984
)
 
(44.99
)
 
Dividend and other interest income
 
666

 
1.90
 
 
597

 
1.73
 
 
69

 
11.56

 
Total interest and dividend income
 
$
35,056

 
100.00
%
 
$
34,449

 
100.00
%
 
$
607

 
1.76

%

Interest Expense

Interest expense for the three months ended September 30, 2016 increased $124,000 to $1,413,000 compared to $1,289,000 for the same period of 2015.  The increase in interest expense is the result of growth within the deposit portfolio and the lengthening of the time deposit portfolio as part of a strategy to build balance sheet protection in a rising rate environment, offset by a decrease in short term borrowing utilization.

Interest expense for the nine months ended September 30, 2016 increased 6.80% from the same period of 2015. The reasons noted for the increase in interest expense for the three month period comparison also apply to the nine month period.

Interest expense composition for the three and nine months ended September 30, 2016 and 2015 was as follows:
 
 
 
Three Months Ended
 
 
September 30, 2016
 
September 30, 2015
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Deposits
 
$
909

 
64.33
%
 
$
800

 
62.07
%
 
$
109

 
13.63

%
Short-term borrowings
 
7

 
0.50
 
 
31

 
2.40
 
 
(24
)
 
(77.42
)
 
Long-term borrowings
 
497

 
35.17
 
 
458

 
35.53
 
 
39

 
8.52

 
Total interest expense
 
$
1,413

 
100.00
%
 
$
1,289

 
100.00
%
 
$
124

 
9.62

%
 
 
Nine Months Ended
 
 
September 30, 2016
 
September 30, 2015
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Deposits
 
$
2,624

 
63.29
%
 
$
2,328

 
59.97
%
 
$
296

 
12.71

%
Short-term borrowings
 
41

 
0.99
 
 
78

 
2.01
 
 
(37
)
 
(47.44
)
 
Long-term borrowings
 
1,481

 
35.72
 
 
1,476

 
38.02
 
 
5

 
0.34

 
Total interest expense
 
$
4,146

 
100.00
%
 
$
3,882

 
100.00
%
 
$
264

 
6.80

%

Net Interest Margin

The net interest margin (“NIM”) for the three months ended September 30, 2016 was 3.37% compared to 3.55% for the corresponding period of 2015.  The decline in the net interest margin was driven by a decreasing yield on the investment portfolio due to the continued low rate environment. The impact of the declining earning asset yield and decreasing investment portfolio balance was partially offset by 6.65% growth in the balance of the average loan portfolio from September 30, 2015 to September 30, 2016. The primary funding for the loan growth was an increase in core deposits. These deposits represent a lower cost funding source than time deposits and comprise 79.60% of total deposits at September 30, 2016 compared to 78.02% at September 30, 2015. Limiting the positive impact on the net interest margin caused by the growth in core deposits was the lengthening of the time deposit portfolio coupled with additional FHLB long-term borrowings as part of our strategy to prepare the balance sheet for a rising rate environment.

The NIM for the nine months ended September 30, 2016 was 3.45% compared to 3.63% for the same period of 2015. The impact of the items mentioned in the three month discussion also applies to the nine months ended.


32

Table of Contents


The following is a schedule of average balances and associated yields for the three and nine months ended September 30, 2016 and 2015:

 
 
AVERAGE BALANCES AND INTEREST RATES
 
 
Three Months Ended September 30, 2016
 
Three Months Ended September 30, 2015
(In Thousands)
 
Average Balance
 
Interest
 
Average Rate
 
Average Balance
 
Interest
 
Average Rate
Assets:
 
 

 
 

 
 

 
 

 
 

 
 

Tax-exempt loans
 
$
45,715

 
$
452

 
3.93
%
 
$
43,562

 
$
423

 
3.85
%
All other loans
 
1,011,393

 
10,243

 
4.03
%
 
947,665

 
9,583

 
4.01
%
Total loans
 
1,057,108

 
10,695

 
4.02
%
 
991,227

 
10,006

 
4.00
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable securities
 
93,893

 
725

 
3.09
%
 
125,618

 
982

 
3.13
%
Tax-exempt securities
 
49,231

 
498

 
4.05
%
 
80,535

 
1,024

 
5.09
%
Total securities
 
143,124

 
1,223

 
3.42
%
 
206,153

 
2,006

 
3.89
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
 
48,125

 
65

 
0.54
%
 
3,216

 
3

 
0.37
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest-earning assets
 
1,248,357

 
11,983

 
3.82
%
 
1,200,596

 
12,015

 
3.98
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets
 
101,312

 
 

 
 

 
97,363

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
1,349,669

 
 

 
 

 
$
1,297,959

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and shareholders’ equity:
 
 

 
 

 
 

 
 

 
 

 
 

Savings
 
$
151,464

 
15

 
0.04
%
 
$
143,353

 
14

 
0.04
%
Super Now deposits
 
184,440

 
107

 
0.23
%
 
193,659

 
126

 
0.26
%
Money market deposits
 
245,643

 
170

 
0.28
%
 
210,029

 
145

 
0.27
%
Time deposits
 
223,082

 
617

 
1.10
%
 
219,306

 
515

 
0.93
%
Total interest-bearing deposits
 
804,629

 
909

 
0.45
%
 
766,347

 
800

 
0.41
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
 
15,748

 
7

 
0.18
%
 
40,801

 
31

 
0.30
%
Long-term borrowings
 
91,025

 
497

 
2.14
%
 
81,880

 
458

 
2.19
%
Total borrowings
 
106,773

 
504

 
1.85
%
 
122,681

 
489

 
1.56
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest-bearing liabilities
 
911,402

 
1,413

 
0.61
%
 
889,028

 
1,289

 
0.57
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
 
281,586

 
 

 
 

 
256,264

 
 

 
 

Other liabilities
 
15,916

 
 

 
 

 
16,619

 
 

 
 

Shareholders’ equity
 
140,765

 
 

 
 

 
136,048

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Total liabilities and shareholders’ equity
 
$
1,349,669

 
 

 
 

 
$
1,297,959

 
 

 
 

Interest rate spread
 
 

 
 

 
3.21
%
 
 

 
 

 
3.40
%
Net interest income/margin
 
 

 
$
10,570

 
3.37
%
 
 

 
$
10,726

 
3.55
%

1.              Information on this table has been calculated using average daily balance sheets to obtain average balances.
2.              Non-accrual loans have been included with loans for the purpose of analyzing net interest earnings.
3.              Income and rates on a fully taxable equivalent basis include an adjustment for the difference between annual income from tax-exempt obligations and the taxable equivalent of such income at the standard 34% tax rate.

33

Table of Contents


 
 
AVERAGE BALANCES AND INTEREST RATES
 
 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2015
(In Thousands)
 
Average Balance
 
Interest
 
Average Rate
 
Average Balance
 
Interest
 
Average Rate
Assets:
 
 

 
 

 
 

 
 

 
 

 
 

Tax-exempt loans
 
$
49,204

 
$
1,432

 
3.89
%
 
$
39,901

 
$
1,194

 
4.00
%
All other loans
 
999,685

 
30,417

 
4.06
%
 
920,675

 
28,149

 
4.09
%
Total loans
 
1,048,889

 
31,849

 
4.06
%
 
960,576

 
29,343

 
4.08
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable securities
 
95,652

 
2,344

 
3.27
%
 
133,191

 
3,316

 
3.32
%
Tax-exempt securities
 
56,291

 
1,823

 
4.32
%
 
85,263

 
3,314

 
5.18
%
Total securities
 
151,943

 
4,167

 
3.66
%
 
218,454

 
6,630

 
4.05
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
 
38,411

 
147

 
0.51
%
 
4,500

 
9

 
0.27
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest-earning assets
 
1,239,243

 
36,163

 
3.90
%
 
1,183,530

 
35,982

 
4.06
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets
 
99,295

 
 

 
 

 
97,151

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
1,338,538

 
 

 
 

 
$
1,280,681

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and shareholders’ equity:
 
 

 
 

 
 

 
 

 
 

 
 

Savings
 
$
151,158

 
43

 
0.04
%
 
$
142,812

 
43

 
0.04
%
Super Now deposits
 
190,190

 
356

 
0.25
%
 
190,653

 
379

 
0.27
%
Money market deposits
 
234,918

 
471

 
0.27
%
 
208,317

 
424

 
0.27
%
Time deposits
 
221,676

 
1,754

 
1.06
%
 
218,987

 
1,482

 
0.90
%
Total interest-bearing deposits
 
797,942

 
2,624

 
0.44
%
 
760,769

 
2,328

 
0.41
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
 
20,273

 
41

 
0.27
%
 
36,111

 
78

 
0.29
%
Long-term borrowings
 
91,025

 
1,481

 
2.14
%
 
82,597

 
1,476

 
2.36
%
Total borrowings
 
111,298

 
1,522

 
1.8
%
 
118,708

 
1,554

 
1.73
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest-bearing liabilities
 
909,240

 
4,146

 
0.61
%
 
879,477

 
3,882

 
0.59
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
 
274,488

 
 

 
 

 
247,130

 
 

 
 

Other liabilities
 
15,775

 
 

 
 

 
17,327

 
 

 
 

Shareholders’ equity
 
139,035

 
 

 
 

 
136,747

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Total liabilities and shareholders’ equity
 
$
1,338,538

 
 

 
 

 
$
1,280,681

 
 

 
 

Interest rate spread
 
 

 
 

 
3.29
%
 
 

 
 

 
3.47
%
Net interest income/margin
 
 

 
$
32,017

 
3.45
%
 
 

 
$
32,100

 
3.63
%

The following table presents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the three and nine months ended September 30, 2016 and 2015.

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In Thousands)
 
2016
 
2015
 
2016
 
2015
Total interest income
 
$
11,660

 
$
11,523

 
$
35,056

 
$
34,449

Total interest expense
 
1,413

 
1,289

 
4,146

 
3,882

Net interest income
 
10,247

 
10,234

 
30,910

 
30,567

Tax equivalent adjustment
 
323

 
492

 
1,107

 
1,533

Net interest income (fully taxable equivalent)
 
$
10,570

 
$
10,726

 
$
32,017

 
$
32,100

 

34

Table of Contents


The following table sets forth the respective impact that both volume and rate changes have had on net interest income on a fully taxable equivalent basis for the three and nine months ended September 30, 2016 and 2015:

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016 vs. 2015
 
2016 vs. 2015
 
 
Increase (Decrease) Due to
 
Increase (Decrease) Due to
(In Thousands)
 
Volume
 
Rate
 
Net
 
Volume
 
Rate
 
Net
Interest income:
 
 

 
 

 
 

 
 

 
 

 
 

Tax-exempt loans
 
$
20

 
$
9

 
$
29

 
$
252

 
$
(14
)
 
$
238

All other loans
 
615

 
45

 
660

 
2,342

 
(74
)
 
2,268

Taxable investment securities
 
(244
)
 
(13
)
 
(257
)
 
(923
)
 
(49
)
 
(972
)
Tax-exempt investment securities
 
(344
)
 
(182
)
 
(526
)
 
(1,002
)
 
(489
)
 
(1,491
)
Interest bearing deposits
 
61

 
1

 
62

 
45

 
93

 
138

Total interest-earning assets
 
108

 
(140
)
 
(32
)
 
714

 
(533
)
 
181

 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense:
 
 

 
 

 
 

 
 

 
 

 
 

Savings deposits
 
1

 

 
1

 
2

 
(2
)
 

Super Now deposits
 
(5
)
 
(14
)
 
(19
)
 
(1
)
 
(22
)
 
(23
)
Money market deposits
 
24

 
1

 
25

 
50

 
(3
)
 
47

Time deposits
 
9

 
93

 
102

 
19

 
253

 
272

Short-term borrowings
 
(14
)
 
(10
)
 
(24
)
 
(32
)
 
(5
)
 
(37
)
Long-term borrowings
 
50

 
(11
)
 
39

 
98

 
(93
)
 
5

Total interest-bearing liabilities
 
65

 
59

 
124

 
136

 
128

 
264

Change in net interest income
 
$
43

 
$
(199
)
 
$
(156
)
 
$
578

 
$
(661
)
 
$
(83
)
 
Provision for Loan Losses

The provision for loan losses is based upon management’s quarterly review of the loan portfolio.  The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served.  An external independent loan review is also performed annually for the Banks.  Management remains committed to an aggressive program of problem loan identification and resolution.

The allowance for loan losses is determined by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined.  Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, and historical loan loss experience.  In addition, management considers industry standards and trends with respect to non-performing loans and its knowledge and experience with specific lending segments.

Although management believes it uses the best information available to make such determinations and that the allowance for loan losses is adequate at September 30, 2016, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations.  A downturn in the local economy, increased unemployment, and delays in receiving financial information from borrowers could result in increased levels of nonperforming assets, charge-offs, loan loss provisions, and reductions in income.  Additionally, as an integral part of the examination process, bank regulatory agencies periodically review the Banks' loan loss allowance.  The banking agencies could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination.

When determining the appropriate allowance level, management has attributed the allowance for loan losses to various portfolio segments; however, the allowance is available for the entire portfolio as needed.

The allowance for loan losses increased from $12,044,000 at December 31, 2015 to $12,718,000 at September 30, 2016.  The increase in the allowance for loan losses was driven by growth in the loan portfolio and an increase in total nonperforming loans. Limiting the increase in the allowance for loan losses was minimal net charge-offs during the nine months ended September 30, 2016 of $192,000.  The majority of the loans charged-off had a specific allowance within the allowance for losses.  At September 30, 2016 and December 31, 2015, the allowance for loan losses to total loans was 1.19% and 1.15%, respectively.


35

Table of Contents


The provision for loan losses totaled $258,000 and $520,000 for the three months ended September 30, 2016 and 2015 and $866,000 and $1,820,000 for the nine months ended September 30, 2016.  The amount of the provision for loan losses was primarily the result of loan growth and an increase in non-performing loans offset by minimal net charge-offs.

Nonperforming loans increasing to $11,530,000 at September 30, 2016 from $8,608,000 at September 30, 2015 is primarily the result of a large commercial real estate loan that was placed on non-accrual status.  The ratio of nonperforming loans to total loans was 1.08% and 0.86% at September 30, 2016 and 2015, respectively, and the ratio of the allowance for loan losses to nonperforming loans was 110.30% and 133.47% at September 30, 2016 and 2015, respectively. Internal loan review and analysis coupled with loan growth dictated a provision for loan losses of $866,000 for the nine months ended September 30, 2016.   

The following is a table showing total nonperforming loans as of:

 
Total Nonperforming Loans
(In Thousands)
90 Days Past Due

Non-accrual

Total
September 30, 2016
$
114

 
$
11,416

 
$
11,530

June 30, 2016
512

 
11,114

 
11,626

March 31, 2016
308

 
11,340

 
11,648

December 31, 2015
979

 
8,467

 
9,446

September 30, 2015
99

 
8,509

 
8,608

 
Non-interest Income

Total non-interest income for the three months ended September 30, 2016 compared to the same period in 2015 decreased $55,000 to $3,082,000.  Excluding net securities gains, non-interest income for the three months ended September 30, 2016 increased $177,000 compared to the same period in 2015.  The increase in gain on sale of loans was driven by a shift in distribution channels and the hiring of additional mortgage loan officers over the past year.  The increase in other non-interest income is primarily the result of increased debit card income.

Total non-interest income for the nine months ended September 30, 2016 compared to the same period in 2015 decreased $197,000. Excluding net securities gains, non-interest income increased $251,000 compared the 2015 period. The increase in other non-interest income is primarily the result of an increase in debit card income offset by a decrease in non-recurring gains on the sale of other real estate owned of $175,000 from 2015 to 2016.

Non-interest income composition for the three and nine months ended September 30, 2016 and 2015 was as follows:
 
 
 
Three Months Ended
 
 
September 30, 2016
 
September 30, 2015
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Service charges
 
$
585

 
18.98
%
 
$
621

 
19.80
 %
 
$
(36
)
 
(5.80
)%
Net securities gains, available for sale
 
253

 
8.21

 
526

 
16.76

 
(273
)
 
(51.90
)
Net securities gains (losses), trading
 
8

 
0.26

 
(33
)
 
(1.05
)
 
41

 
124.24

Bank-owned life insurance
 
172

 
5.58

 
182

 
5.80

 
(10
)
 
(5.49
)
Gain on sale of loans
 
658

 
21.35

 
524

 
16.70

 
134

 
25.57

Insurance commissions
 
198

 
6.42

 
185

 
5.90

 
13

 
7.03

Brokerage commissions
 
290

 
9.41

 
297

 
9.47

 
(7
)
 
(2.36
)
Other
 
918

 
29.79

 
835

 
26.62

 
83

 
9.94

Total non-interest income
 
$
3,082

 
100.00
%
 
$
3,137

 
100.00
 %
 
$
(55
)
 
(1.75
)%

36

Table of Contents


 
 
Nine Months Ended
 
 
September 30, 2016
 
September 30, 2015
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Service charges
 
$
1,678

 
18.13
%
 
$
1,772

 
18.74
 %
 
$
(94
)
 
(5.30
)%
Net securities gains, available for sale
 
1,174

 
12.68

 
1,713

 
18.12

 
(539
)
 
(31.47
)
Net securities gains (losses), trading
 
54

 
0.58

 
(37
)
 
(0.39
)
 
91

 
245.95

Bank-owned life insurance
 
516

 
5.57

 
541

 
5.72

 
(25
)
 
(4.62
)
Gain on sale of loans
 
1,691

 
18.27

 
1,305

 
13.80

 
386

 
29.58

Insurance commissions
 
604

 
6.52

 
623

 
6.59

 
(19
)
 
(3.05
)
Brokerage commissions
 
817

 
8.83

 
836

 
8.84

 
(19
)
 
(2.27
)
Other
 
2,723

 
29.42

 
2,701

 
28.58

 
22

 
0.81

Total non-interest income
 
$
9,257

 
100.00
%
 
$
9,454

 
100.00
 %
 
$
(197
)
 
(2.08
)%

Non-interest Expense

Total non-interest expense increased $209,000 for the three months ended September 30, 2016 compared to the same period of 2015.  The increase in salaries and employee benefits is primarily attributable to increases in health insurance.  Amortization of investment in limited partnerships decreased as several of the partnerships have reached the end of their tax credit generating life and have been fully amortized. Other expenses increased primarily due to increased expenses related to the debit card EMV (chip embedded card) conversion, data breach at a national restaurant chain that impacted our customer base, and system upgrades.

Total non-interest expense for the nine months ended September 30, 2016 compared to the same period in 2015 increased $1,046,000. The reasons noted for the three month period comparison also apply to the nine month period.

Non-interest expense composition for the three and nine months ended September 30, 2016 and 2015 was as follows:
 
 
 
Three Months Ended
 
 
September 30, 2016
 
September 30, 2015
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Salaries and employee benefits
 
$
4,507

 
51.57
%
 
$
4,302

 
50.43
%
 
$
205

 
4.77
 %
Occupancy
 
544

 
6.22

 
529

 
6.20

 
15

 
2.84

Furniture and equipment
 
662

 
7.58

 
686

 
8.04

 
(24
)
 
(3.50
)
Pennsylvania shares tax
 
220

 
2.52

 
244

 
2.86

 
(24
)
 
(9.84
)
Amortization of investment in limited partnerships
 
46

 
0.53

 
165

 
1.93

 
(119
)
 
(72
)
Federal Deposit Insurance Corporation deposit insurance
 
202

 
2.31

 
209

 
2.45

 
(7
)
 
(3.35
)
Marketing
 
173

 
1.98

 
160

 
1.88

 
13

 
8.13

Intangible amortization
 
90

 
1.03

 
73

 
0.86

 
17

 
23.29

Other
 
2,295

 
26.26

 
2,162

 
25.35

 
133

 
6.15

Total non-interest expense
 
$
8,739

 
100.00
%
 
$
8,530

 
100.00
%
 
$
209

 
2.45
 %

37

Table of Contents


 
 
Nine Months Ended
 
 
September 30, 2016
 
September 30, 2015
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Salaries and employee benefits
 
$
13,433

 
50.75
%
 
$
13,073

 
51.43
%
 
$
360

 
2.75
 %
Occupancy
 
1,630

 
6.16

 
1,721

 
6.77

 
(91
)
 
(5.29
)
Furniture and equipment
 
2,042

 
7.72

 
1,924

 
7.57

 
118

 
6.13

Pennsylvania shares tax
 
698

 
2.64

 
711

 
2.80

 
(13
)
 
(1.83
)
Amortization of investment in limited partnerships
 
266

 
1.01

 
496

 
1.95

 
(230
)
 
(46.37
)
Federal Deposit Insurance Corporation deposit insurance
 
670

 
2.53

 
654

 
2.57

 
16

 
2.45

Marketing
 
568

 
2.15

 
434

 
1.71

 
134

 
30.88

Intangible amortization
 
276

 
1.04

 
235

 
0.92

 
41

 
17.45

Other
 
6,882

 
26.00

 
6,171

 
24.28

 
711

 
11.52

Total non-interest expense
 
$
26,465

 
100.00
%
 
$
25,419

 
100.00
%
 
$
1,046

 
4.12
 %

Provision for Income Taxes

Income taxes increased $316,000 and $677,000 for the three and nine months ended September 30, 2016 compared to the same periods of 2015.  The primary cause of the increase in tax expense for the three and nine months ended September 30, 2016 compared to 2015 is the impact of a reduction of tax-exempt interest income within the investment portfolio as the portfolio was strategically reduced. Excluding the impact of the net securities gains, the effective tax rate for the three and nine months ended September 30, 2016 was 29.08% and 24.89% compared to 20.62% and 18.55% for the same period of 2015.  The Company currently is in a deferred tax asset position due to the low income housing tax credits earned both currently and previously.  Management has reviewed the deferred tax asset and has determined that the asset will be utilized within the appropriate carry forward period and therefore does not require a valuation allowance.

ASSET/LIABILITY MANAGEMENT

Cash and Cash Equivalents

Cash and cash equivalents increased $37,385,000 from $22,796,000 at December 31, 2015 to $60,181,000 at September 30, 2016 primarily as a result of the following activities during the nine months ended September 30, 2016:

Loans Held for Sale

Activity regarding loans held for sale resulted in sales proceeds trailing loan originations, less $1,691,000 in realized gains, by $1,403,000 for the nine months ended September 30, 2016.

Loans

Gross loans increased $24,273,000 since December 31, 2015 due primarily to an increase in residential real estate mortgage loans driven by successful home equity loan and line of credit gathering efforts.

38

Table of Contents



The allocation of the loan portfolio, by category, as of September 30, 2016 and December 31, 2015 is presented below:
 
 
 
September 30, 2016
 
December 31, 2015
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Commercial, financial, and agricultural
 
$
155,527

 
14.54
 %
 
$
164,072

 
15.70
 %
 
$
(8,545
)
 
(5.21
)%
Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

 
 

Residential
 
556,612

 
52.05

 
526,183

 
50.34

 
30,429

 
5.78
 %
Commercial
 
299,589

 
28.01

 
302,539

 
28.95

 
(2,950
)
 
(0.98
)%
Construction
 
26,929

 
2.52

 
26,824

 
2.57

 
105

 
0.39
 %
Installment loans to individuals
 
32,200

 
3.01

 
27,001

 
2.58

 
5,199

 
19.25
 %
Net deferred loan fees and discounts
 
(1,377
)
 
(0.13
)
 
(1,412
)
 
(0.14
)
 
35

 
(2.48
)%
Gross loans
 
$
1,069,480

 
100.00
 %
 
$
1,045,207

 
100.00
 %
 
$
24,273

 
2.32
 %
 
The following table shows the amount of accrual and non-accrual TDRs at September 30, 2016 and December 31, 2015:
 
 
 
September 30, 2016
 
December 31, 2015
(In Thousands)
 
Accrual
 
Non-accrual
 
Total
 
Accrual
 
Non-accrual
 
Total
Commercial, financial, and agricultural
 
$
126

 
$
137

 
$
263

 
$
320

 
$
149

 
$
469

Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

 
 

Residential
 
1,415

 
572

 
1,987

 
1,428

 
353

 
1,781

Commercial
 
4,781

 
2,187

 
6,968

 
5,085

 
2,312

 
7,397

 
 
$
6,322

 
$
2,896

 
$
9,218

 
$
6,833

 
$
2,814

 
$
9,647

 
Investments

The fair value of the investment securities portfolio at September 30, 2016 decreased $35,173,000 since December 31, 2015 while the amortized cost of the portfolio decreased $37,043,000.  The decrease in value is the result of the investment portfolio being actively managed in order to reduce interest rate and market risk. This is being undertaken primarily through the sale of long-term municipal bonds that have a maturity date of 2025 or later and securities with a call date within the next five years.  The proceeds of the bond sales are being deployed into loans and intermediate term corporate bonds and short and intermediate term municipal bonds.  The strategy to sell a portion of the long-term bond portfolio does negatively impact current earnings, but this action plays a key role in our long-term asset liability management strategy as the balance sheet is shortened to better prepare for a rising rate environment. The unrealized losses within the debt securities portfolio are the result of market activity, not credit issues/ratings, as approximately 87% of the debt securities portfolio on an amortized cost basis is currently rated A or higher by either S&P or Moody’s.

The Company considers various factors, which include examples from applicable accounting guidance, when analyzing the available for sale portfolio for possible other than temporary impairment.  The Company primarily considers the following factors in its analysis: length of time and severity of the fair value being less than carrying value; reduction of dividend paid (equities); continued payment of dividend/interest, credit rating, and financial condition of an issuer; intent and ability to hold until anticipated recovery (which may be maturity); and general outlook for the economy, specific industry, and entity in question.

The bond portion of the portfolio review is conducted with emphases on several factors.  Continued payment of principal and interest is given primary importance with credit rating and financial condition of the issuer following as the next most important.  Credit ratings were reviewed with the ratings of the bonds being satisfactory.  Bonds that were not currently rated were discussed with a third party and/or underwent an internal financial review.  The Company also monitors whether each of the investments incurred a decline in fair value from carrying value of at least 20% for twelve consecutive months or a similar decline of at least 50% for three consecutive months.  Each bond is reviewed to determine whether it is a general obligation bond, which is backed by the credit and taxing power of the issuing jurisdiction, or revenue bond, which is only payable from specified revenues.  Based on the review undertaken by the Company, the Company determined that the decline in value of the various bond holdings were temporary and were the result of the general market downturns and interest rate/yield curve changes, not credit issues.  The fact that almost all of such bonds are general obligation bonds further solidified the Company’s determination that the decline in the value of these bond holdings is temporary.

39

Table of Contents



The fair value of the equity portfolio continues to fluctuate as the economic turbulence continues to impact stock pricing.  The amortized cost of the available for sale equity securities portfolio has decreased $4,022,000 to $11,589,000 at September 30, 2016 from $15,611,000 at December 31, 2015 while the fair value decreased $3,927,000 over the same time period.

The equity portion of the portfolio is reviewed for possible other than temporary impairment in a similar manner to the bond portfolio with greater emphasis placed on the length of time the fair value has been less than the carrying value and financial sector outlook.  The Company also reviews dividend payment activities.  The starting point for the equity analysis is the length and severity of a market price decline.  The Company monitors two primary measures: 20% decline in fair value from carrying value for twelve consecutive months and 50% decline for three consecutive months.

The distribution of credit ratings by amortized cost and fair values for the debt security portfolio at September 30, 2016 follows:
 
 
 
A- to AAA
 
B- to BBB+
 
Not Rated
 
Total
(In Thousands)
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Available for sale (AFS)
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. Government and agency securities
 
$

 
$

 
$

 
$

 
$

 
$

 
$

 
$

Mortgage-backed securities
 
10,079

 
10,259

 

 

 

 

 
10,079

 
10,259

Asset-backed securities
 
1,543

 
1,538

 

 

 

 

 
1,543

 
1,538

State and political securities
 
58,793

 
60,585

 

 

 
2,045

 
2,057

 
60,838

 
62,642

Other debt securities
 
39,759

 
39,673

 
14,993

 
14,540

 

 

 
54,752

 
54,213

Total debt securities AFS
 
$
110,174

 
$
112,055

 
$
14,993

 
$
14,540

 
$
2,045

 
$
2,057

 
$
127,212

 
$
128,652

 


Financing Activities

Deposits

Total deposits increased $56,417,000 from December 31, 2015 to September 30, 2016.  The growth was led by an increase in money market deposit accounts from December 31, 2015 to September 30, 2016 of 16.38%.  The increase in core deposits (deposits less time deposits) has provided relationship driven funding for the loan and investment portfolios.  The increase in deposits is the result of our focus on building relationships, not by offering market leading rates. 

Deposit balances and their changes for the periods being discussed follow:

 
 
September 30, 2016
 
December 31, 2015
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Demand deposits
 
$
295,599

 
27.16
%
 
$
280,083

 
27.15
%
 
$
15,516

 
5.54
 %
NOW accounts
 
175,767

 
16.15

 
176,078

 
17.06

 
(311
)
 
(0.18
)
Money market deposits
 
244,138

 
22.43

 
209,782

 
20.33

 
34,356

 
16.38

Savings deposits
 
150,822

 
13.86

 
144,561

 
14.01

 
6,261

 
4.33

Time deposits
 
221,971

 
20.40

 
221,376

 
21.45

 
595

 
0.27

 Total deposits
 
$
1,088,297

 
100.00
%
 
$
1,031,880

 
100.00
%
 
$
56,417

 
5.47
 %
 
Borrowed Funds

Total borrowed funds decreased 25.47% or $35,059,000 to $102,604,000 at September 30, 2016 compared to $137,663,000 at December 31, 2015.  Short-term borrowings primarily decreased due to growth in deposits and a reduction in the size of the investment portfolio.


40

Table of Contents


 
 
September 30, 2016
 
December 31, 2015
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Short-term borrowings:
 
 

 
 

 
 

 
 

 
 

 
 

FHLB repurchase agreements
 
$

 
%
 
$
28,304

 
20.56
%
 
$
(28,304
)
 
(100.00
)%
Securities sold under agreement to repurchase
 
11,579

 
11.29

 
18,334

 
13.32

 
(6,755
)
 
(36.84
)
Total short-term borrowings
 
11,579

 
11.29

 
46,638

 
33.88

 
(35,059
)
 
(75.17
)
Long-term borrowings:
 
 
 
 
 
 
 
 
 
 
 
 
Long-term FHLB borrowings
 
90,625

 
88.32

 
90,625

 
65.83

 

 

Long-term capital lease
 
400

 
0.39

 
400

 
0.29

 

 

Total long-term borrowings
 
91,025

 
88.71

 
91,025

 
66.12

 

 
 %
Total borrowed funds
 
$
102,604

 
100.00
%
 
$
137,663

 
100.00
%
 
$
(35,059
)
 
(25.47
)%

Capital

The adequacy of the Company’s capital is reviewed on an ongoing basis with reference to the size, composition, and quality of the Company’s resources and regulatory guidelines.  Management seeks to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets, and preserve high quality credit ratings.

Bank holding companies are required to comply with the Federal Reserve Board’s risk-based capital guidelines.  The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and to minimize disincentives for holding liquid assets.  Specifically, each is required to maintain certain minimum dollar amounts and ratios of common equity tier I risk-based, tier I risk-based, total risk-based, and tier I leverage capital. In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvements Act (FDICIA) established five capital categories ranging from “well capitalized” to “critically undercapitalized.” To be classified as “well capitalized”, common equity tier I risk-based, tier I risked-based, total risk-based, and tier I leverage capital ratios must be at least 6.5%, 8%, 10%, and 5%, respectively.

The Company's capital ratios as of September 30, 2016 and December 31, 2015 were as follows:

 
 
September 30, 2016
 
December 31, 2015
(In Thousands)
 
Amount
 
Ratio
 
Amount
 
Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
124,597

 
12.737
%
 
$
121,665

 
11.240
%
For Capital Adequacy Purposes
 
44,020

 
4.500

 
48,722

 
4.500

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
50,134

 
5.125

 
N/A

 
N/A

To Be Well Capitalized
 
63,585

 
6.500

 
70,377

 
6.500

Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
124,597

 
12.737
%
 
$
121,665

 
11.240
%
For Capital Adequacy Purposes
 
58,694

 
6.000

 
64,963

 
6.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
64,808

 
6.625

 
N/A

 
N/A

To Be Well Capitalized
 
78,258

 
8.000

 
86,617

 
8.000

Total Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
131,419

 
13.434
%
 
$
134,067

 
12.380
%
For Capital Adequacy Purposes
 
78,258

 
8.000

 
86,617

 
8.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
84,375

 
8.625

 
N/A

 
N/A

To Be Well Capitalized
 
97,826

 
10.000

 
108,272

 
10.000

Tier I Capital (to Average Assets)
 
 

 
 

 
 

 
 

Actual
 
$
124,597

 
9.369
%
 
$
121,665

 
9.380
%
For Capital Adequacy Purposes
 
53,195

 
4.000

 
51,862

 
4.000

To Be Well Capitalized
 
66,494

 
5.000

 
64,828

 
5.000

 

41

Table of Contents


Jersey Shore State Bank's capital ratios as of September 30, 2016 and December 31, 2015 were as follows:

 
 
September 30, 2016
 
December 31, 2015
(In Thousands)
 
Amount
 
Ratio
 
Amount
 
Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
85,498

 
11.322
%
 
$
82,682

 
10.700
%
For Capital Adequacy Purposes
 
33,982

 
4.500

 
34,773

 
4.500

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
38,701

 
5.125

 
N/A

 
N/A

To Be Well Capitalized
 
49,085

 
6.500

 
50,227

 
6.500

Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
85,498

 
11.322
%
 
$
82,682

 
10.700
%
For Capital Adequacy Purposes
 
45,309

 
6.000

 
46,363

 
6.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
50,029

 
6.625

 
N/A

 
N/A

To Be Well Capitalized
 
60,412

 
8.000

 
61,818

 
8.000

Total Capital (to Risk-weighted Assets)
 
-

 
 

 
 

 
 

Actual
 
$
89,256

 
11.820
%
 
$
92,036

 
11.910
%
For Capital Adequacy Purposes
 
60,412

 
8.000

 
61,818

 
8.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
65,130

 
8.625

 
N/A

 
N/A

To Be Well Capitalized
 
75,513

 
10.000

 
77,272

 
10.000

Tier I Capital (to Average Assets)
 
 

 
 

 
 

 
 

Actual
 
$
85,498

 
8.862
%
 
$
82,682

 
8.660
%
For Capital Adequacy Purposes
 
38,590

 
4.000

 
38,175

 
4.000

To Be Well Capitalized
 
48,237

 
5.000

 
47,719

 
5.000


Luzerne Bank's capital ratios as of September 30, 2016 and December 31, 2015 were as follows:

 
 
September 30, 2016
 
December 31, 2015
(In Thousands)
 
Amount
 
Ratio
 
Amount
 
Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
30,924

 
10.223
%
 
$
30,549

 
10.660
%
For Capital Adequacy Purposes
 
13,612

 
4.500

 
12,901

 
4.500

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
15,503

 
5.125

 
N/A

 
N/A

To Be Well Capitalized
 
19,662

 
6.500

 
18,635

 
6.500

Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
30,924

 
10.223
%
 
$
30,549

 
10.660
%
For Capital Adequacy Purposes
 
18,150

 
6.000

 
17,201

 
6.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
20,040

 
6.625

 
N/A

 
N/A

To Be Well Capitalized
 
24,200

 
8.000

 
22,935

 
8.000

Total Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
33,306

 
11.010
%
 
$
33,274

 
11.610
%
For Capital Adequacy Purposes
 
24,200

 
8.000

 
22,935

 
8.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
26,091

 
8.625

 
N/A

 
N/A

To Be Well Capitalized
 
30,251

 
10.000

 
28,669

 
10.000

Tier I Capital (to Average Assets)
 
 

 
 

 
 

 
 

Actual
 
$
30,924

 
8.575
%
 
$
30,549

 
8.900
%
For Capital Adequacy Purposes
 
14,425

 
4.000

 
13,725

 
4.000

To Be Well Capitalized
 
18,031

 
5.000

 
17,157

 
5.000


In July 2013, the federal bank regulatory agencies adopted revisions to the agencies’ capital adequacy guidelines and prompt corrective action rules, which were designed to enhance such requirements and implement the revised standards of the Basel Committee on Banking Supervision, commonly referred to as Basel III.  The July 2013 final rules generally implement higher

42

Table of Contents


minimum capital requirements, add a new common equity tier 1 capital requirement, and establish criteria that instruments must meet to be considered common equity tier 1 capital, additional tier 1 capital or tier 2 capital.  The new minimum capital to risk-adjusted assets requirements are a common equity tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”) and a tier 1 capital ratio of 6.0%, increased from 4.0% (and increased from 6.0% to 8.0% to be considered “well capitalized”); the total capital ratio remains at 8.0% under the new rules (10.0% to be considered “well capitalized”).  Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets.  The new minimum capital requirements were effective beginning on January 1, 2015.  The capital contribution buffer requirements phase in over a three-year period beginning January 1, 2016. The Company and the Banks will continue to analyze these new rules and their effects on the business, operations and capital levels of the Company and the Banks.

Liquidity; Interest Rate Sensitivity and Market Risk

The asset/liability committee addresses the liquidity needs of the Company to ensure that sufficient funds are available to meet credit demands and deposit withdrawals as well as to the placement of available funds in the investment portfolio.  In assessing liquidity requirements, equal consideration is given to the current position as well as the future outlook.

The following liquidity measures are monitored for compliance and were within the limits cited at September 30, 2016:

1.            Net Loans to Total Assets, 85% maximum
2.              Net Loans to Total Deposits, 100% maximum
3.              Cumulative 90 day Maturity GAP %, +/- 20% maximum
4.              Cumulative 1 Year Maturity GAP %, +/- 25% maximum

Fundamental objectives of the Company’s asset/liability management process are to maintain adequate liquidity while minimizing interest rate risk.  The maintenance of adequate liquidity provides the Company with the ability to meet its financial obligations to depositors, loan customers, and shareholders.  Additionally, it provides funds for normal operating expenditures and business opportunities as they arise.  The objective of interest rate sensitivity management is to increase net interest income by managing interest sensitive assets and liabilities in such a way that they can be repriced in response to changes in market interest rates.

The Banks, like other financial institutions, must have sufficient funds available to meet liquidity needs for deposit withdrawals, loan commitments and originations, and expenses.  In order to control cash flow, the Banks estimate future cash flows from deposits, loan payments, and investment security payments.  The primary sources of funds are deposits, principal and interest payments on loans and investment securities, FHLB borrowings, and brokered deposits.  Management believes the Banks have adequate resources to meet their normal funding requirements.

Management monitors the Company’s liquidity on both a long and short-term basis, thereby providing management necessary information to react to current balance sheet trends.  Cash flow needs are assessed and sources of funds are determined.  Funding strategies consider both customer needs and economical cost.  Both short and long-term funding needs are addressed by maturities and sales of available for sale and trading investment securities, loan repayments and maturities, and liquidating money market investments such as federal funds sold.  The use of these resources, in conjunction with access to credit provides core funding to satisfy depositor, borrower, and creditor needs.

Management monitors and determines the desirable level of liquidity.  Consideration is given to loan demand, investment opportunities, deposit pricing and growth potential, as well as the current cost of borrowing funds.  The Company has a total current maximum borrowing capacity at the FHLB of $530,001,000.  In addition to this credit arrangement, the Company has additional lines of credit with correspondent banks of $45,366,000.  Management believes it has sufficient liquidity to satisfy estimated short-term and long-term funding needs.  FHLB borrowings totaled $90,625,000 as of September 30, 2016.

Interest rate sensitivity, which is closely related to liquidity management, is a function of the repricing characteristics of the Company’s portfolio of assets and liabilities.  Asset/liability management strives to match maturities and rates between loan and investment security assets with the deposit liabilities and borrowings that fund them.  Successful asset/liability management results in a balance sheet structure which can cope effectively with market rate fluctuations. The matching process by segments both assets and liabilities into future time periods (usually 12 months, or less) based upon when repricing can be effected.  Repriceable assets are subtracted from repriceable liabilities, for a specific time period to determine the “gap”, or difference. Once known, the gap is managed based on predictions about future market interest rates.  Intentional mismatching, or gapping, can enhance net interest income if market rates move as predicted.  However, if market rates behave in a manner contrary to predictions, net interest income will suffer.  Gaps, therefore, contain an element of risk and must be prudently managed.  In addition to gap management,

43

Table of Contents


the Company has an asset/liability management policy which incorporates a market value at risk calculation which is used to determine the effects of interest rate movements on shareholders’ equity and a simulation analysis to monitor the effects of interest rate changes on the Company’s balance sheet.

The Company currently maintains a GAP position of being asset sensitive.  The Company has strategically taken this position as it has decreased the duration of the earning asset portfolio by adding quality short and intermediate term loans such as home equity loans and the selling of long-term municipal bonds.  Lengthening of the liability portfolio is being undertaken to build protection in a rising rate environment.

A market value at risk calculation is utilized to monitor the effects of interest rate changes on the Company’s balance sheet and more specifically shareholders’ equity.  The Company does not manage the balance sheet structure in order to maintain compliance with this calculation.  The calculation serves as a guideline with greater emphases placed on interest rate sensitivity.  Changes to calculation results from period to period are reviewed as changes in results could be a signal of future events.  As of the most recent analysis, the results of the market value at risk calculation were within established guidelines due to the strategic direction being taken.

Interest Rate Sensitivity

In this analysis the Company examines the result of a 100, 200, 300, and 400 basis point change in market interest rates and the effect on net interest income. It is assumed that the change is instantaneous and that all rates move in a parallel manner.  Assumptions are also made concerning prepayment speeds on mortgage loans and mortgage securities.

The following is a rate shock forecast for the twelve month period ending September 30, 2017 assuming a static balance sheet as of September 30, 2016.

 
 
Parallel Rate Shock in Basis Points
(In Thousands)
 
-200
 
-100
 
Static
 
+100
 
+200
 
+300
 
+400
Net interest income
 
$
36,554

 
$
38,986

 
$
41,356

 
$
43,526

 
$
45,691

 
$
47,600

 
$
49,325

Change from static
 
(4,802
)
 
(2,370
)
 

 
2,170

 
4,335

 
6,244

 
7,969

Percent change from static
 
-11.61
 %
 
-5.73
 %
 

 
5.25
%
 
10.48
%
 
15.10
%
 
19.27
%
 
The model utilized to create the report presented above makes various estimates at each level of interest rate change regarding cash flow from principal repayment on loans and mortgage-backed securities and/or call activity on investment securities.  Actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change.  In addition, the limits stated above do not necessarily represent the level of change under which management would undertake specific measures to realign its portfolio in order to reduce the projected level of change.  Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes.

Inflation

The asset and liability structure of a financial institution is primarily monetary in nature.  Therefore, interest rates rather than inflation have a more significant impact on the Company’s performance.  Interest rates are not always affected in the same direction or magnitude as prices of other goods and services, but are reflective of fiscal policy initiatives or economic factors which are not measured by a price index.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market risk for the Company is comprised primarily of interest rate risk exposure and liquidity risk.  Interest rate risk and liquidity risk management is performed at both the level of the Company and the Banks.  The Company’s interest rate sensitivity is monitored by management through selected interest rate risk measures produced by an independent third party.  There have been no substantial changes in the Company’s gap analysis or simulation analysis compared to the information provided in the Annual Report on Form 10-K for the period ended December 31, 2015.  Additional information and details are provided in the “Liquidity, Interest Rate Sensitivity, and Market Risk” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Generally, management believes the Company is well positioned to respond in a timely manner when the market interest rate outlook changes.

44

Table of Contents



Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An analysis was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2016.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2016, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

45

Table of Contents


Part II.  OTHER INFORMATION
Item 1.                           Legal Proceedings
 
None.

Item 1A.  Risk Factors
 
There are no material changes to the risk factors set forth in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.  Please refer to that section for disclosures regarding the risks and uncertainties related to the Company’s business.

Item 2.                           Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides certain information with respect to the Company's repurchase of common stock during the quarter ended September 30, 2016.
Period
 
Total
Number of
Shares (or
Units) Purchased
 
Average
Price Paid
per Share
(or Units) Purchased
 
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced Plans or Programs
 
Maximum Number (or
Approximate Dollar Value)
of Shares (or Units) that
May Yet Be Purchased Under the Plans or Programs
Month #1 (July 1 - July 31, 2016)
 

 
$

 

 
390,144

Month #2 (August 1 - August 31, 2016)
 

 

 

 
390,144

Month #3 (September 1 - September 30, 2016)
 

 

 

 
390,144

 
On April 25, 2016, the Board of Directors extended the previously approved authorization to repurchase up to 482,000 shares, or approximately 10%, of the outstanding shares of the Company for an additional year to April 30, 2017.  As of September 30, 2016 there have been 91,856 shares repurchased under this plan.

Item 3.                           Defaults Upon Senior Securities
 
None.
 
Item 4.                           Mine Safety Disclosures
 
Not applicable.
 
Item 5.                           Other Information
 
None.
 

46

Table of Contents


Item 6.                           Exhibits
 
3(i)
 
Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012).
3(ii)
 
Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011).
31(i)
 
Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer.
31(ii)
 
Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer.
32(i)
 
Section 1350 Certification of Chief Executive Officer.
32(ii)
 
Section 1350 Certification of Chief Financial Officer.
101
 
Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet at September 30, 2016 and December 31, 2015; (ii) the Consolidated Statement of Income for the three and nine months ended September 30, 2016 and 2015; (iii) Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015; (iv) the Consolidated Statement of Shareholders’ Equity for the nine months ended September 30, 2016 and 2015; (v) the Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 and 2015; and (vi) the Notes to Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this interactive data file shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “filed” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections.


47

Table of Contents


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
PENNS WOODS BANCORP, INC.
 
 
(Registrant)
 
 
 
Date:    
November 9, 2016
/s/ Richard A. Grafmyre
 
 
Richard A. Grafmyre, President and Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
 
 
Date:
November 9, 2016
/s/ Brian L. Knepp
 
 
Brian L. Knepp, Senior Vice President and Chief Financial Officer
 
 
(Principal Financial Officer and Principal Accounting
 
 
Officer)

48

Table of Contents


EXHIBIT INDEX
 
Exhibit 31(i)
 
Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer
Exhibit 31(ii)
 
Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer
Exhibit 32(i)
 
Section 1350 Certification of Chief Executive Officer
Exhibit 32(ii)
 
Section 1350 Certification of Chief Financial Officer
Exhibit 101
 
Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet at September 30, 2016 and December 31, 2015; (ii) the Consolidated Statement of Income for the three and nine months ended September 30, 2016 and 2015; (iii) Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015; (iv) the Consolidated Statement of Shareholders’ Equity for the nine months ended September 30, 2016 and 2015; (v) the Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 and 2015; and (vi) the Notes to Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this interactive data file shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “filed” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections.


49