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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q
 
☑
Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

for the Quarterly Period Ended March 31, 2020. 
☐
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
300 Market Street, P.O. Box 967
23-2226454
(State or other jurisdiction of
Williamsport
(I.R.S. Employer Identification No.)
incorporation or organization)
Pennsylvania
17703-0967
 
(Address of principal executive offices)
(Zip Code)
 

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


Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, $5.55 par value
 
PWOD
 
The Nasdaq Global Select Market

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒
On May 1, 2020 there were 7,041,580 shares of the Registrant’s common stock outstanding.


PENNS WOODS BANCORP, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

 
 
Page
 
 
Number
 
 
 
 
 
 
 
3
 
 
 
3
 
 
4
 
 
5
 
 
6
 
 
7
 
 
8
 
 
 
31
 
 
 
44
 
 
 
44
 
 
 
 
 
 
 
45
 
 
 
45
 
 
 
45
 
 
 
45
 
 
 
45
 
 
 
45
 
 
 
46
 
 
 
47
 
 
48

2

Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
PENNS WOODS BANCORP, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
 
 
March 31,
 
December 31,
(In Thousands, Except Share Data)
 
2020
 
2019
ASSETS:
 
 

 
 

Noninterest-bearing balances
 
$
29,572

 
$
24,725

Interest-bearing balances in other financial institutions
 
48,189

 
23,864

Total cash and cash equivalents
 
77,761

 
48,589

 
 
 
 
 
Investment debt securities, available for sale, at fair value
 
155,522

 
148,619

Investment equity securities, at fair value
 
1,281


1,261

Investment securities, trading
 
37

 
51

Restricted investment in bank stock, at fair value
 
14,611

 
13,528

Loans held for sale
 
4,294

 
4,232

Loans
 
1,349,400

 
1,355,544

Allowance for loan losses
 
(12,500
)
 
(11,894
)
Loans, net
 
1,336,900

 
1,343,650

Premises and equipment, net
 
33,170

 
32,929

Accrued interest receivable
 
5,307

 
5,246

Bank-owned life insurance
 
29,228

 
29,253

Goodwill
 
17,104

 
17,104

Intangibles
 
836

 
898

Operating lease right-of-use asset
 
3,278

 
4,154

Deferred tax asset
 
3,281

 
3,338

Other assets
 
5,898

 
12,471

TOTAL ASSETS
 
$
1,688,508

 
$
1,665,323

 
 
 
 
 
LIABILITIES:
 
 

 
 

Interest-bearing deposits
 
$
993,975

 
$
989,259

Noninterest-bearing deposits
 
332,759

 
334,746

Total deposits
 
1,326,734

 
1,324,005

 
 
 
 
 
Short-term borrowings
 
17,741

 
4,920

Long-term borrowings
 
171,903

 
161,920

Accrued interest payable
 
1,635

 
1,671

Operating lease liability
 
3,299

 
4,170

Other liabilities
 
10,608

 
13,655

TOTAL LIABILITIES
 
1,531,920

 
1,510,341

 
 
 
 
 
SHAREHOLDERS’ EQUITY:
 
 

 
 

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

 
—

Common stock, par value $5.55, 22,500,000 shares authorized; 7,521,491 and 7,520,740 shares issued; 7,041,266 and 7,040,515 outstanding
 
41,786

 
41,782

Additional paid-in capital
 
51,701

 
51,487

Retained earnings
 
77,403

 
76,583

Accumulated other comprehensive loss:
 
 

 
 

Net unrealized gain on available for sale securities
 
2,986

 
2,455

Defined benefit plan
 
(5,199
)
 
(5,232
)
Treasury stock at cost, 480,225
 
(12,115
)
 
(12,115
)
TOTAL PENNS WOODS BANCORP, INC. SHAREHOLDERS' EQUITY
 
156,562

 
154,960

Non-controlling interest
 
26

 
22

TOTAL SHAREHOLDERS' EQUITY
 
156,588

 
154,982

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
1,688,508

 
$
1,665,323


See accompanying notes to the unaudited consolidated financial statements.

3

PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
 
 
 
Three Months Ended March 31,
(In Thousands, Except Per Share Data)
 
2020
 
2019
INTEREST AND DIVIDEND INCOME:
 
 

 
 

Loans, including fees
 
$
14,657

 
$
14,869

Investment securities:
 
 

 
 

Taxable
 
1,010

 
934

Tax-exempt
 
145

 
174

Dividend and other interest income
 
349

 
457

TOTAL INTEREST AND DIVIDEND INCOME
 
16,161

 
16,434

INTEREST EXPENSE:
 
 

 
 

Deposits
 
3,035

 
2,300

Short-term borrowings
 
22

 
605

Long-term borrowings
 
943

 
851

TOTAL INTEREST EXPENSE
 
4,000

 
3,756

NET INTEREST INCOME
 
12,161

 
12,678

PROVISION FOR LOAN LOSSES
 
750

 
360

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
 
11,411

 
12,318

NON-INTEREST INCOME:
 
 

 
 

Service charges
 
549

 
562

Net debt securities gains, available for sale
 
21

 
13

Net equity securities gains
 
20

 
43

Net securities (losses) gains, trading
 
(14
)
 
10

Bank-owned life insurance
 
192

 
168

Gain on sale of loans
 
444

 
316

Insurance commissions
 
127

 
134

Brokerage commissions
 
369

 
323

Debit card fees
 
274

 
310

Other
 
455

 
375

TOTAL NON-INTEREST INCOME
 
2,437

 
2,254

NON-INTEREST EXPENSE:
 
 

 
 

Salaries and employee benefits
 
5,667

 
5,501

Occupancy
 
702

 
779

Furniture and equipment
 
860

 
752

Software amortization
 
250

 
207

Pennsylvania shares tax
 
285

 
293

Professional fees
 
622

 
522

Federal Deposit Insurance Corporation deposit insurance
 
194

 
268

Marketing
 
53

 
102

Intangible amortization
 
62

 
71

Other
 
1,415

 
1,319

TOTAL NON-INTEREST EXPENSE
 
10,110

 
9,814

INCOME BEFORE INCOME TAX PROVISION
 
3,738

 
4,758

INCOME TAX PROVISION
 
661

 
812

CONSOLIDATED NET INCOME
 
$
3,077

 
$
3,946

Less: Net income attributable to noncontrolling interest
 
4

 
2

NET INCOME ATTRIBUTABLE TO PENNS WOODS BANCORP, INC.
 
$
3,073

 
$
3,944

EARNINGS PER SHARE - BASIC
 
$
0.44

 
$
0.56

EARNINGS PER SHARE - DILUTED
 
$
0.43

 
$
0.56

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC
 
7,040,740

 
7,037,628

WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED
 
7,102,990

 
7,037,628

DIVIDENDS DECLARED PER SHARE
 
$
0.32

 
$
0.31

See accompanying notes to the unaudited consolidated financial statements.

4



PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
 
 
 
Three Months Ended March 31,
(In Thousands)
 
2020
 
2019
Net Income
 
$
3,073

 
$
3,944

Other comprehensive income:
 
 

 
 

Change in unrealized gain on available for sale securities
 
694

 
1,984

Tax effect
 
(146
)
 
(417
)
Net realized gain on available for sale securities included in net income
 
(21
)
 
(13
)
Tax effect
 
4

 
3

   Amortization of unrecognized pension gain
 
41

 
47

        Tax effect
 
(8
)
 
(10
)
Total other comprehensive gain income
 
564

 
1,594

Comprehensive income
 
$
3,637

 
$
5,538

 
See accompanying notes to the unaudited consolidated financial statements.

5

PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)



 Three months ended:
 
 


 
 
COMMON STOCK
 
ADDITIONAL
PAID-IN CAPITAL
 
RETAINED EARNINGS
 
ACCUMULATED OTHER
COMPREHENSIVE LOSS
 
TREASURY STOCK
 
NON-CONTROLLING INTEREST
 
TOTAL
SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
 
SHARES
 
AMOUNT
 
 
 
 
 
 
Balance, December 31, 2019
 
7,520,740

 
$
41,782

 
$
51,487

 
$
76,583

 
$
(2,777
)
 
$
(12,115
)
 
$
22

 
$
154,982

Net income
 
 

 
 

 
 

 
3,073

 
 

 
 

 
4

 
3,077

Other comprehensive income
 
 

 
 

 
 

 
 

 
564

 
 

 
 
 
564

Stock-based compensation
 
 
 
 
 
198

 
 
 
 
 
 
 
 
 
198

Dividends declared ($0.32 per share)
 
 

 
 

 
 

 
(2,253
)
 
 

 
 

 
 
 
(2,253
)
Common shares issued for employee stock purchase plan
 
751

 
4

 
16

 
 

 
 

 
 

 
 
 
20

Balance, March 31, 2020
 
7,521,491

 
$
41,786

 
$
51,701

 
$
77,403

 
$
(2,213
)
 
$
(12,115
)
 
$
26

 
$
156,588



 
 
COMMON STOCK
 
ADDITIONAL
PAID-IN CAPITAL
 
RETAINED EARNINGS
 
ACCUMULATED OTHER
COMPREHENSIVE LOSS
 
TREASURY STOCK
 
NON-CONTROLLING INTEREST
 
TOTAL
SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
 
SHARES
 
AMOUNT
 
 
 
 
 
 
Balance, December 31, 2018
 
7,517,547

 
$
41,763

 
$
50,737

 
$
69,787

 
$
(6,636
)
 
$
(12,115
)
 
$
8

 
$
143,544

Net income
 
 

 
 

 
 

 
3,944

 
 

 
 

 
2

 
3,946

Other comprehensive income
 
 

 
 

 
 

 
 
 
1,594

 
 

 
 
 
1,594

Stock-based compensation
 
 
 
 
 
136

 
 
 
 
 
 
 
 
 
136

Dividends declared ($0.31 per share)
 
 

 
 

 
 

 
(2,205
)
 
 

 
 

 
 
 
(2,205
)
Common shares issued for employee stock purchase plan
 
863

 
4

 
17

 
 

 
 

 
 

 
 
 
21

Balance, March 31, 2019
 
7,518,410

 
$
41,767

 
$
50,890

 
$
71,526

 
$
(5,042
)
 
$
(12,115
)
 
$
10

 
$
147,036





See accompanying notes to the unaudited consolidated financial statements.

6

PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED) 
 
 
Three Months Ended March 31,
(In Thousands)
 
2020
 
2019
OPERATING ACTIVITIES:
 
 

 
 

Net Income
 
$
3,077

 
$
3,946

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

 
 

Depreciation and amortization
 
760

 
691

Gain on sale of premise and equipment
 
(14
)
 
—

Amortization of intangible assets
 
62

 
71

Provision for loan losses
 
750

 
360

Stock based compensation
 
198

 
136

Accretion and amortization of investment security discounts and premiums
 
171

 
157

Net securities gains, available for sale
 
(21
)
 
(13
)
Originations of loans held for sale
 
(14,977
)
 
(8,998
)
Proceeds of loans held for sale
 
15,359

 
10,456

Gain on sale of loans
 
(444
)
 
(316
)
Net equity securities gains
 
(20
)
 
(43
)
Net securities (losses) gains, trading
 
14

 
(10
)
Proceeds from the sale of trading securities
 
—

 
77

Purchases of trading securities
 
—

 
(73
)
Earnings on bank-owned life insurance
 
(192
)
 
(168
)
(Increase) decrease in deferred tax asset
 
(84
)
 
499

Proceeds on sales of investment securities receivable
 
6,627

 
—

Other, net
 
(2,658
)
 
(474
)
Net cash provided by operating activities
 
8,608

 
6,298

INVESTING ACTIVITIES:
 
 

 
 

Proceeds from sales of available for sale securities
 
2,774

 
6,986

Proceeds from calls and maturities of available for sale securities
 
2,598

 
817

Purchases of available for sale securities
 
(11,753
)
 
(12,962
)
Net decrease (increase) in loans
 
5,861

 
(169
)
Acquisition of premises and equipment
 
(1,547
)
 
(615
)
Proceeds from the sale of premises and equipment
 
336

 
—

Proceeds from the sale of foreclosed assets
 
226

 
117

Purchase of bank-owned life insurance
 
(26
)
 
(26
)
Proceeds from bank-owned life insurance death benefit
 
248

 
—

Investment in limited partnership
 
(370
)
 
—

Proceeds from redemption of regulatory stock
 
1,139

 
6,898

Purchases of regulatory stock
 
(2,222
)
 
(3,761
)
Net cash used for investing activities
 
(2,736
)
 
(2,715
)
FINANCING ACTIVITIES:
 
 

 
 

Net increase in interest-bearing deposits
 
4,716

 
88,315

Net (decrease) increase in noninterest-bearing deposits
 
(1,987
)
 
843

Proceeds from long-term borrowings
 
35,000

 
15,000

Repayment of long-term borrowings
 
(25,000
)
 
(15,317
)
Net increase (decrease) in short-term borrowings
 
12,821

 
(83,366
)
Finance lease principal payments
 
(17
)
 
(20
)
Dividends paid
 
(2,253
)
 
(2,205
)
Issuance of common stock
 
20

 
21

Net cash provided by financing activities
 
23,300

 
3,271

NET INCREASE IN CASH AND CASH EQUIVALENTS
 
29,172

 
6,854

CASH AND CASH EQUIVALENTS, BEGINNING
 
48,589

 
66,742

CASH AND CASH EQUIVALENTS, ENDING
 
$
77,761

 
$
73,596

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 

 
 

Interest paid
 
$
4,036

 
$
3,628

Income taxes paid
 
—

 
—

Non-cash investing and financing activities:
 
 
 
 
Right-of-use lease assets obtained in exchange for lessee finance lease liabilities
 
—

 
6,026

Right-of-use lease assets obtained in exchange for lessee operating lease liabilities
 
—

 
4,298

Transfer of loans to foreclosed real estate
 
139

 
51

See accompanying notes to the unaudited consolidated financial statements.

7

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”).  The Company also owns a controlling interest in United Insurance Solutions, LLC. 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, 2019.

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 Gain (loss)

The changes in accumulated other comprehensive gain (loss) by component shown net of tax and parenthesis indicating debits, as of March 31, 2020 and 2019 were as follows:
 
 
 
Three Months Ended March 31, 2020
 
Three Months Ended March 31, 2019
(In Thousands)
 
Net Unrealized Gain (Loss) on Available for Sale Securities
 
Defined
Benefit 
Plan
 
Total
 
Net Unrealized Gain (Loss) on Available
for Sale Securities
 
Defined
Benefit 
Plan
 
Total
Beginning balance
 
$
2,455

 
$
(5,232
)
 
$
(2,777
)
 
$
(1,360
)
 
$
(5,276
)
 
$
(6,636
)
Other comprehensive gain before reclassifications
 
548

 
—

 
548

 
1,567

 
—

 
1,567

Amounts reclassified from accumulated other comprehensive (loss) gain
 
(17
)
 
33

 
16

 
(10
)
 
37

 
27

Net current-period other comprehensive income
 
531

 
33

 
564

 
1,557

 
37

 
1,594

Ending balance
 
$
2,986

 
$
(5,199
)
 
$
(2,213
)
 
$
197

 
$
(5,239
)
 
$
(5,042
)


The reclassifications out of accumulated other comprehensive loss shown, net of tax and parenthesis indicating debits to net income, as of March 31, 2020 and 2019 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 March 31, 2020
 
Three months ended March 31, 2019
 
Net unrealized gain on available for sale securities
 
$
21

 
$
13

 
Net debt securities gains, available for sale
Income tax effect
 
(4
)
 
(3
)
 
Income tax provision
Total reclassifications for the period
 
$
17

 
$
10

 
 
 
 
 
 
 
 
 
Net unrecognized pension costs
 
$
(41
)
 
$
(47
)
 
Salaries and employee benefits
Income tax effect
 
8

 
10

 
Income tax provision
Total reclassifications for the period
 
$
(33
)
 
$
(37
)
 
 






8

Note 3.  Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be 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. On October 16, 2019, the FASB voted to defer the effective date for ASC 326, Financial Instruments - Credit Losses, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.  We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. On October 16, 2019, the FASB voted to defer the effective date for ASC 350, Intangibles - Goodwill and Other, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.  This Update is not expected to have a significant impact on the Company’s financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits (Topic 715-20). This Update amends ASC 715 to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The Update eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The Update also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. This Update is effective for public business entities for fiscal years ending after December 15, 2020, and must be applied on a retrospective basis. For all other entities, this Update is effective for fiscal years ending after December 15, 2021. This Update is not expected to have a significant impact on the Company’s financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This Update addresses customers’ accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This Update is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in this Update can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. On October 16, 2019, the FASB voted to defer the effective date for ASC 350, Intangibles - Goodwill and Other, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.  This Update is not expected to have a significant impact on the Company’s financial statements.

9


In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815). The amendments in this Update permit use of the Overnight Index Swap (OIS) rate based on the Secured Overnight Financing Rate (SOFR) as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate (LIBOR) swap rate, the OIS rate based on the Fed Funds Effective Rate, and the Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Rate. For entities that have not already adopted Update 2017-12, the amendments in this Update are required to be adopted concurrently with the amendments in Update 2017-12. For public business entities that already have adopted the amendments in Update 2017-12, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities that already have adopted the amendments in Update 2017-12, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted in any interim period upon issuance of this Update if an entity already has adopted Update 2017-12. This Update is not expected to have a significant impact on the Company’s financial statements.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. Topic 326, Financial Instruments - Credit Losses amendments are effective for SEC registrants for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other public business entities, the effective date is for fiscal years beginning after December 15, 2020, and for all other entities, the effective date is for fiscal years beginning after December 15, 2021.On October 16, 2019, the FASB voted to defer the effective date for ASC 326, Financial Instruments - Credit Losses, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.  The final ASU is expected to be issued in mid-November. Topic 815, Derivatives and Hedging amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. For entities that have adopted the amendments in Update 2017- 12, the effective date is as of the beginning of the first annual period beginning after the issuance of this Update. Topic 825, Financial Instruments amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2019, the FASB issued ASU 2019-05, Financial Instruments - Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-13 has been adopted. On October 16, 2019, the FASB voted to defer the effective date for ASC 326, Financial Instruments - Credit Losses, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.  This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2019, the FASB issued ASU 2019-09, Financial Services - Insurance (Topic 944), which defers the effective date of the amendments in Update 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts. For public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies, as defined by the SEC, the amendments in Update 2018-12 are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early application of the amendments in Update 2018-12 is permitted. For all other entities, the amendments in Update 2018-12 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early application of the amendments in Update 2018-12 is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective dates of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This Update also amends the mandatory effective date for the elimination of Step 2 from

10

the goodwill impairment test under ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (Goodwill), to align with those used for credit losses. Furthermore, the ASU provides a one-year deferral of the effective dates of the ASUs on derivatives and hedging and leases for companies that are not public business entities. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. The effective dates in this Update are the same as those applicable for ASU 2019-10. This Update is not expected to have a significant impact on the Company’s financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), to simplify the accounting for income taxes, change the accounting for certain tax transactions, and make minor improvements to the codification. This Update provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and provides guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction. The Update also changes current guidance for making an intraperiod allocation, if there is a loss in continuing operations and gains outside of continuing operations; determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting; accounting for tax law changes and year-to-date losses in interim periods; and determining how to apply the income tax guidance to franchise taxes that are partially based on income. For public business entities, the amendments in this Update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2020, the FASB issued ASU 2020-1, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), to clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments also clarify that, for the purpose of applying paragraph 815-10-15-141(a) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option, in accordance with the financial instruments guidance in Topic 825. An entity also would evaluate the remaining characteristics in paragraph 815-10-15-141 to determine the accounting for those forward contracts and purchased options. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2020, the FASB issued ASU 2020-2, Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), to add and amend SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119, related to the new credit losses standard, and comments by the SEC staff related to the revised effective date of the new leases standard. This ASU is effective upon issuance. This did not have a significant impact on the Company’s financial statements.

In March 2020, the FASB issued ASU 2020-3, Codification Improvements to Financial Instruments. This ASU was issued to improve and clarify various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825, Financial Instruments, in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be the contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU 2016-01. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13.

11

Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Amendments related to ASU 2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Other amendments are effective upon issuance of this ASU. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.


Note 4. Per Share Data

There are no convertible securities which would affect the denominator in calculating basic and dilutive earnings per share. There were a total of 864,300 stock options, with an average exercise price of $28.20, outstanding on March 31, 2020. A portion of these options were included, on a weighted average basis, in the computation of diluted earnings per share for the period due to the average market price of common shares of $29.57 exceeding the exercise price of the options issued for all years except for 2017. There were a total of 635,550 stock options outstanding for the same period end in 2019 that had an average exercise price of $29.29 and were excluded, on a weighted average basis, in the computation of diluted earnings per share because the quarterly average closing market price of common shares was $26.91 for the period.
 
 
Three Months Ended March 31,
 
 
2020
 
2019
Weighted average common shares issued
 
7,520,965

 
7,517,853

Weighted average treasury stock shares
 
(480,225
)
 
(480,225
)
Weighted average common shares outstanding - basic
 
7,040,740

 
7,037,628

Dilutive effect of outstanding stock options
 
62,250

 
—

Weighted average common shares outstanding - basic and diluted
 
7,102,990

 
7,037,628


 






















12

Note 5. Investment Securities
 
The amortized cost, gross unrealized gains and losses, and fair values of our investment securities portfolio at March 31, 2020 and December 31, 2019 are as follows:
 
 
March 31, 2020
 
 
 
 
Gross
 
Gross
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
(In Thousands)
 
Cost
 
Gains
 
Losses
 
Value
Available for sale (AFS):
 
 

 
 

 
 

 
 

Mortgage-backed securities
 
$
4,874

 
$
125

 
$
—

 
$
4,999

State and political securities
 
87,545

 
4,574

 
(79
)
 
92,040

Other debt securities
 
59,323

 
543

 
(1,383
)
 
58,483

Total debt securities
 
$
151,742

 
$
5,242

 
$
(1,462
)
 
$
155,522

 
 
 
 
 
 
 
 
 
Investment equity securities:
 
 
 
 
 
 
 
 
Other equity securities
 
$
1,300

 
$
7

 
$
(26
)
 
$
1,281

 
 
 
 
 
 
 
 
 
Trading:
 
 
 
 
 
 
 
 
Other equity securities
 
$
50

 
$
—

 
$
(13
)
 
$
37

 
 
 
 
 
 
 
 
 
 
 
December 31, 2019
 
 
 
 
Gross
 
Gross
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
(In Thousands)
 
Cost
 
Gains
 
Losses
 
Value
Available for sale (AFS):
 
 

 
 

 
 

 
 

Mortgage-backed securities
 
$
4,956

 
$
56

 
$
(46
)
 
$
4,966

State and political securities
 
79,064

 
3,299

 
(77
)
 
82,286

Other debt securities
 
61,492

 
401

 
(526
)
 
61,367

Total debt securities
 
$
145,512

 
$
3,756

 
$
(649
)
 
$
148,619

 
 
 
 
 
 
 
 
 
Investment equity securities:
 
 
 
 
 
 
 
 
Other equity securities
 
$
1,300

 
$
—

 
$
(39
)
 
$
1,261

 
 
 
 
 
 
 
 


Trading:
 
 
 
 
 
 
 
 
Other equity securities
 
$
50

 
$
3

 
$
(2
)
 
$
51

 
 
 
 
 
 
 
 
 


The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time, that the individual debt securities have been in a continuous unrealized loss position, at March 31, 2020 and December 31, 2019.
 
 
March 31, 2020
 
 
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):
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

State and political securities
 
5,887

 
(61
)
 
242

 
(18
)
 
6,129

 
(79
)
Other debt securities
 
21,691

 
(1,068
)
 
11,185

 
(315
)
 
32,876

 
(1,383
)
Total debt securities
 
$
27,578

 
$
(1,129
)
 
$
11,427

 
$
(333
)
 
$
39,005

 
$
(1,462
)
 
 
 
 
 
 
 
 
 
 
 
 
 


13

 
 
December 31, 2019
 
 
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):
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
 
$
—

 
$
—

 
$
2,115

 
$
(46
)
 
$
2,115

 
$
(46
)
State and political securities
 
7,958

 
(40
)
 
224

 
(37
)
 
8,182

 
(77
)
Other debt securities
 
13,373

 
(216
)
 
14,258

 
(310
)
 
27,631

 
(526
)
Total debt securities
 
$
21,331

 
$
(256
)
 
$
16,597

 
$
(393
)
 
$
37,928

 
$
(649
)
 
 
 
 
 
 
 
 
 
 
 
 
 

 
At March 31, 2020, there were a total of 24 securities in a continuous unrealized loss position for less than twelve months and 9 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 March 31, 2020, 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 March 31, 2020, 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.
(In Thousands)
 
Amortized Cost
 
Fair Value
Due in one year or less
 
$
5,642

 
$
5,657

Due after one year to five years
 
55,063

 
55,073

Due after five years to ten years
 
67,078

 
70,403

Due after ten years
 
23,959

 
24,389

Total
 
$
151,742

 
$
155,522



Total gross proceeds from sales of debt securities available for sale for the three months ended March 31, 2020 was $2,774,000, a decrease from the 2019 total $6,986,000.

The following table represents gross realized gains and losses from the sales of debt securities available for sale:
 
 
Three Months Ended March 31,
(In Thousands)
 
2020
 
2019
Available for sale (AFS):
 
 
 
 
Gross realized gains:
 
 

 
 

State and political securities
 
$
1

 
$
15

Other debt securities
 
20

 
4

Total gross realized gains
 
$
21

 
$
19

 
 
 
 
 
Gross realized losses:
 
 

 
 

State and political securities
 
$
—

 
$
2

Other debt securities
 
—

 
4

Total gross realized losses
 
$
—

 
$
6

 
 
 
 
 


There were no impairment charges included in gross realized losses for the three months ended March 31, 2020 and 2019, respectively.


14

Investment securities with a carrying value of approximately $87,695,000 and $74,163,000 at March 31, 2020 and December 31, 2019, respectively, were pledged to secure certain deposits, repurchase agreements, and for other purposes as required by law.

At March 31, 2020 and December 31, 2019, we had $1,281,000 and $1,261,000, respectively, in equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the three months ended March 31, 2020 and 2019:
 
 
Three Months Ended March 31,
(In Thousands)
 
2020
 
2019
Net (losses) gains recognized in equity securities during the period
 
$
20

 
$
43

Less: Net gains realized on the sale of equity securities during the period
 
—

 
—

Unrealized (losses) gains recognized in equity securities held at reporting date
 
$
20

 
$
43

 
 
 
 
 

Net gains and losses on trading account securities are as follows for the three months ended March 31, 2020 and 2019:
 
 
Three Months Ended March 31,
(In Thousands)
 
2020
 
2019
Net gains on sale transactions
 
$
—

 
$
5

Net mark-to-market (losses) gains
 
(14
)
 
5

Net (loss) gain on trading account securities
 
$
(14
)
 
$
10

 
 
 
 
 



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.  Real estate loans are further segmented into three categories: residential, commercial, and construction, while installment loans are classified as either consumer automobile loans or other installment loans.

The following table presents the related aging categories of loans, by segment, as of March 31, 2020 and December 31, 2019:
 
 
March 31, 2020
 
 
 
 
Past Due
 
Past Due 90
 
 
 
 
 
 
 
 
30 To 89
 
Days Or More
 
Non-
 
 
(In Thousands)
 
Current
 
Days
 
& Still Accruing
 
Accrual
 
Total
Commercial, financial, and agricultural
 
$
155,692

 
$
489

 
$
31

 
$
1,938

 
$
158,150

Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

Residential
 
607,445

 
6,321

 
1,383

 
1,005

 
616,154

Commercial
 
351,202

 
2,795

 
—

 
6,740

 
360,737

Construction
 
39,003

 
230

 
—

 
64

 
39,297

Consumer automobile loans
 
150,891

 
700

 
74

 
50

 
151,715

Other consumer installment loans
 
21,451

 
522

 
15

 
—

 
21,988

 
 
1,325,684

 
$
11,057

 
$
1,503

 
$
9,797

 
1,348,041

Net deferred loan fees and discounts
 
1,359

 
 

 
 

 
 

 
1,359

Allowance for loan losses
 
(12,500
)
 
 

 
 

 
 

 
(12,500
)
Loans, net
 
$
1,314,543

 
 

 
 

 
 

 
$
1,336,900



15

 
 
December 31, 2019
 
 
 
 
Past Due
 
Past Due 90
 
 
 
 
 
 
 
 
30 To 89
 
Days Or More
 
Non-
 
 
(In Thousands)
 
Current
 
Days
 
& Still Accruing
 
Accrual
 
Total
Commercial, financial, and agricultural
 
$
153,737

 
$
249

 
$
30

 
$
2,197

 
$
156,213

Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

Residential
 
615,580

 
4,881

 
1,529

 
1,266

 
623,256

Commercial
 
355,597

 
775

 
164

 
6,725

 
363,261

Construction
 
37,871

 
131

 
—

 
65

 
38,067

Consumer automobile loans
 
149,703

 
709

 
—

 
105

 
150,517

Other consumer installment loans
 
22,124

 
579

 
324

 
16

 
23,043

 
 
1,334,612

 
$
7,324

 
$
2,047

 
$
10,374

 
1,354,357

Net deferred loan fees and discounts
 
1,187

 
 

 
 

 
 

 
1,187

Allowance for loan losses
 
(11,894
)
 
 

 
 

 
 

 
(11,894
)
Loans, net
 
$
1,323,905

 
 

 
 

 
 

 
$
1,343,650


 
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 months ended March 31, 2020 and 2019:
 
 
 
Three Months Ended March 31,
 
 
2020
 
2019
(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
 
$
9

 
$
—

 
$
24

 
$
39

Real estate mortgage:
 
 

 
 

 
 

 
 

Residential
 
9

 
—

 
33

 
23

Commercial
 
42

 
—

 
89

 
40

Construction
 
—

 
—

 
1

 
1

Consumer automobile loans
 
2

 
—

 
2

 
1

Other consumer installment loans
 
—

 
—

 
1

 
—

 
 
$
62

 
$
—

 
$
150

 
$
104



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 individually evaluate such loans for impairment and do 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 or worse.  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 with the exception of loans identified as troubled debt restructurings. Loans that experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired.  Management

16

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 to the Banks' policy.

The following table presents the recorded investment, unpaid principal balance, and related allowance of impaired loans by segment as of March 31, 2020 and December 31, 2019:
 
 
March 31, 2020
 
 
Recorded
 
Unpaid Principal
 
Related
(In Thousands)
 
Investment
 
Balance
 
Allowance
With no related allowance recorded:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
$
1,921

 
$
4,708

 
$
—

Real estate mortgage:
 
 

 
 

 
 

Residential
 
4,656

 
4,656

 
—

Commercial
 
5,089

 
5,089

 
—

Construction
 
65

 
65

 
—

Consumer automobile loans
 
—

 
—

 
—

Installment loans to individuals
 
—

 
—

 
—

 
 
11,731

 
14,518

 
—

With an allowance recorded:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
104

 
104

 
—

Real estate mortgage:
 
 

 
 

 
 

Residential
 
1,074

 
1,074

 
177

Commercial
 
3,472

 
3,522

 
1,062

Construction
 
—

 
—

 
—

Consumer automobile loans
 
21

 
21

 
5

Installment loans to individuals
 
—

 
—

 
—

 
 
4,671

 
4,721

 
1,244

Total:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
2,025

 
4,812

 
—

Real estate mortgage:
 
 

 
 

 
 

Residential
 
5,730

 
5,730

 
177

Commercial
 
8,561

 
8,611

 
1,062

Construction
 
65

 
65

 
—

Consumer automobile loans
 
21

 
21

 
5

Installment loans to individuals
 
—

 
—

 
—

 
 
$
16,402

 
$
19,239

 
$
1,244



17

 
 
December 31, 2019
 
 
Recorded
 
Unpaid Principal
 
Related
(In Thousands)
 
Investment
 
Balance
 
Allowance
With no related allowance recorded:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
$
2,285

 
$
5,072

 
$
—

Real estate mortgage:
 
 

 
 

 
 

Residential
 
5,008

 
5,008

 
—

Commercial
 
5,035

 
5,035

 
—

Construction
 
65

 
65

 
—

Consumer automobile loans
 
—

 
—

 
—

Installment loans to individuals
 
—

 
—

 
—

 
 
12,393

 
15,180

 
—

With an allowance recorded:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
—

 
—

 
—

Real estate mortgage:
 
 

 
 

 
 

Residential
 
1,168

 
1,200

 
211

Commercial
 
3,540

 
3,590

 
1,104

Construction
 
—

 
—

 
—

Consumer automobile loans
 
130

 
130

 
62

Installment loans to individuals
 
16

 
16

 
16

 
 
4,854

 
4,936

 
1,393

Total:
 
 

 
 

 
 

Commercial, financial, and agricultural
 
2,285

 
5,072

 
—

Real estate mortgage:
 
 

 
 

 
 

Residential
 
6,176

 
6,208

 
211

Commercial
 
8,575

 
8,625

 
1,104

Construction
 
65

 
65

 
—

Consumer automobile loans
 
130

 
130

 
62

Installment loans to individuals
 
16

 
16

 
16

 
 
$
17,247

 
$
20,116

 
$
1,393



The following table presents the average recorded investment in impaired loans and related interest income recognized for the three months ended March 31, 2020 and 2019:
 
 
 
Three Months Ended March 31,
 
 
2020
 
2019
(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
 
$
2,155

 
$
1

 
$
—

 
$
5,302

 
$
1

 
$
38

Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

 
 

Residential
 
5,953

 
57

 
—

 
4,163

 
28

 
17

Commercial
 
8,568

 
26

 
—

 
11,069

 
31

 
36

Construction
 
65

 
—

 
—

 
73

 
—

 
1

Consumer automobile
 
76

 
—

 
—

 
52

 
—

 
1

Other consumer installment loans
 
8

 
—

 
—

 
18

 
—

 
—

 
 
$
16,825

 
$
84

 
$
—

 
$
20,677

 
$
60

 
$
93



Currently, there is $4,000 committed to be advanced in connection with impaired loans.


18

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 no loan modifications considered to be TDRs completed during the three months ended March 31, 2020 and 2019.
 
 

There were three loan modifications considered to be TDRs made during the twelve months previous to March 31, 2020 that defaulted during the three months ended March 31, 2020. The defaulted loan types and recorded investments at March 31, 2020 are as follows: one commercial real estate loan with a recorded investment of $1,040,000, and two commercial and agricultural loans with a recorded investment of $1,112,000. There were no loan modifications considered to be TDR's made during the twelve months previous to March 31, 2019 that defaulted during the three months ended March 31, 2019.

Troubled debt restructurings amounted to $12,885,000 and $13,282,000 as of March 31, 2020 and December 31, 2019, respectively.

The amount of foreclosed residential real estate held at March 31, 2020 and December 31, 2019, totaled $393,000 and $493,000, respectively. Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at March 31, 2020 and December 31, 2019, totaled $421,000 and $32,000, respectively.

The Company began offering short-term loan modifications to provide relief to borrowers during the COVID-19 national emergency. The CARES Act along with a joint agency statement issued by federal and state banking agencies, provides that short-term modifications made in a good faith basis in response to COVID-19 who were current at the time the modification program is implemented do not need to be accounted for as TDRs. Loan modifications and payment deferrals have been at historical high levels as the impact of the pandemic continues. As of March 31, 2020, rate modifications have been granted on 23 loans with an aggregate balance of $2,476,000. In addition, payment deferrals of up to 90 days have been granted on 36 loans with an aggregate balance of $4,044,000. These loan modifications met applicable requirements to not be considered troubled debt restructurings. The number of customers seeking loan modifications or payment deferrals may increase as the effects of the pandemic continue.

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 semi-annual loan review of large commercial relationships is performed, as well as a sample of smaller transactions. During 2019, the threshold for the annual loan review was commercial relationships of $1,750,000 or greater for JSSB and $1,500,000 or greater for Luzerne with the 2020 review beginning in the second quarter. 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.






19

The following table presents the credit quality categories identified above as of March 31, 2020 and December 31, 2019:
 
 
March 31, 2020
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Consumer automobile
 
Other consumer installment loans
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
 
Totals
Pass
 
$
151,756

 
$
611,584

 
$
346,727

 
$
39,163

 
$
151,715

 
$
21,985

 
$
1,322,930

Special Mention
 
3,154

 
2,416

 
5,018

 
—

 
—

 
—

 
10,588

Substandard
 
3,240

 
2,154

 
8,992

 
134

 
—

 
3

 
14,523

 
 
$
158,150

 
$
616,154

 
$
360,737

 
$
39,297

 
$
151,715

 
$
21,988

 
$
1,348,041


 
 
December 31, 2019
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Consumer automobile
 
Other consumer installment loans
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
 
Totals
Pass
 
$
149,349

 
$
618,350

 
$
348,864

 
$
37,931

 
$
150,517

 
$
23,039

 
$
1,328,050

Special Mention
 
3,174

 
2,436

 
5,080

 
—

 
—

 
—

 
10,690

Substandard
 
3,690

 
2,470

 
9,317

 
136

 
—

 
4

 
15,617

 
 
$
156,213

 
$
623,256

 
$
363,261

 
$
38,067

 
$
150,517

 
$
23,043

 
$
1,354,357



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.

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 months ended March 31, 2020 and 2019:
 
 
 
 

20

t
 
Three Months Ended March 31, 2020
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Consumer automobile
 
Other consumer installment
 
 
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
 
Unallocated
 
Totals
Beginning Balance
 
$
1,779

 
$
4,306

 
$
3,210

 
$
118

 
$
1,780

 
$
278

 
$
423

 
$
11,894

Charge-offs
 
(14
)
 
(41
)
 
—

 
—

 
(75
)
 
(100
)
 
—

 
(230
)
Recoveries
 
21

 
21

 
—

 
2

 
1

 
41

 
—

 
86

Provision
 
111

 
251

 
204

 
40

 
149

 
48

 
(53
)
 
750

Ending Balance
 
$
1,897

 
$
4,537

 
$
3,414

 
$
160

 
$
1,855

 
$
267

 
$
370

 
$
12,500

 
 
Three Months Ended March 31, 2019
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Consumer automobile
 
Other consumer installment
 
 
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
 
Unallocated
 
Totals
Beginning Balance
 
$
1,680

 
$
5,616

 
$
4,047

 
$
143

 
$
1,328

 
$
259

 
$
764

 
$
13,837

Charge-offs
 
(50
)
 
(73
)
 
(139
)
 
—

 
(100
)
 
(96
)
 
—

 
(458
)
Recoveries
 
6

 
1

 
—

 
5

 
26

 
15

 
—

 
53

Provision
 
96

 
186

 
(106
)
 
(18
)
 
148

 
100

 
(46
)
 
360

Ending Balance
 
$
1,732

 
$
5,730

 
$
3,802

 
$
130

 
$
1,402

 
$
278

 
$
718

 
$
13,792



The shift in allocation of the loan provision is primarily due to changes in the credit metrics within the loan portfolio and the economic uncertainty caused by the COVID-19 pandemic .

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 March 31, 2020 and 2019: 
 
 
March 31,
 
 
2020
 
2019
Owners of residential rental properties
 
16.04
%
 
14.82
%
Owners of commercial rental properties
 
12.53
%
 
12.07
%


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 March 31, 2020 and December 31, 2019:
 
 
March 31, 2020
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Consumer Automobile
 
Other consumer installment
 
Unallocated
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
 
 
Totals
Allowance for Loan Losses:
 
 

 
 

 
 

 
 

 
 
 
 

 
 

 
 

Ending allowance balance attributable to loans:
 
 

 
 

 
 

 
 

 
 
 
 

 
 

 
 

Individually evaluated for impairment
 
$
—

 
$
177

 
$
1,062

 
$
—

 
$
5

 
$
—

 
$
—

 
$
1,244

Collectively evaluated for impairment
 
1,897

 
4,360

 
2,352

 
160

 
1,850

 
267

 
370

 
11,256

Total ending allowance balance
 
$
1,897

 
$
4,537

 
$
3,414

 
$
160

 
$
1,855

 
$
267

 
$
370

 
$
12,500

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 

 
 

 
 

 
 

 
 
 
 

 
 

 
 

Individually evaluated for impairment
 
$
2,025

 
$
5,730

 
$
8,561

 
$
65

 
$
21

 
$
—

 


 
$
16,402

Collectively evaluated for impairment
 
156,125

 
610,424

 
352,176

 
39,232

 
151,694

 
21,988

 


 
1,331,639

Total ending loans balance
 
$
158,150

 
$
616,154

 
$
360,737

 
$
39,297

 
$
151,715

 
$
21,988

 


 
$
1,348,041



21

 
 
December 31, 2019
 
 
Commercial, Financial, and Agricultural
 
Real Estate Mortgages
 
Consumer Automobile
 
Other consumer installment
 
Unallocated
 
 
(In Thousands)
 
 
Residential
 
Commercial
 
Construction
 
 
 
 
Totals
Allowance for Loan Losses:
 
 

 
 

 
 

 
 

 
 
 
 

 
 

 
 

Ending allowance balance attributable to loans:
 
 

 
 

 
 

 
 

 
 
 
 

 
 

 
 

Individually evaluated for impairment
 
$
—

 
$
211

 
$
1,104

 
$
—

 
$
62

 
$
16

 
$
—

 
$
1,393

Collectively evaluated for impairment
 
1,779

 
4,095

 
2,106

 
118

 
1,718

 
262

 
423

 
10,501

Total ending allowance balance
 
$
1,779

 
$
4,306

 
$
3,210

 
$
118

 
$
1,780

 
$
278

 
$
423

 
$
11,894

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 

 
 

 
 

 
 

 
 
 
 

 
 

 
 

Individually evaluated for impairment
 
$
2,285

 
$
6,176

 
$
8,575

 
$
65

 
$
130

 
$
16

 
 

 
$
17,247

Collectively evaluated for impairment
 
153,928

 
617,080

 
354,686

 
38,002

 
150,387

 
23,027

 
 

 
1,337,110

Total ending loans balance
 
$
156,213

 
$
623,256

 
$
363,261

 
$
38,067

 
$
150,517

 
$
23,043

 
 

 
$
1,354,357



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, 2019.

The following sets forth the components of the net periodic benefit/cost of the domestic non-contributory defined benefit plan for the three months ended March 31, 2020 and 2019, respectively:
 
 
Three Months Ended March 31,
(In Thousands)
 
2020
 
2019
Interest cost
 
$
160

 
$
191

Expected return on plan assets
 
(318
)
 
(249
)
Amortization of net loss
 
41

 
47

Net periodic benefit
 
$
(117
)
 
$
(11
)


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, 2019, that it expected to contribute a minimum of $500,000 to its defined benefit plan in 2020.  As of March 31, 2020, there were contributions of $1,000,000 made to the plan with additional contributions of at least $250,000 anticipated during the remainder of 2020.
 

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 three months ended March 31, 2020 and 2019, there were 751 and 863 shares issued under the plan, respectively.


22

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 March 31, 2020 and December 31, 2019:
(In Thousands)
 
March 31, 2020
 
December 31, 2019
Commitments to extend credit
 
$
191,676

 
$
187,778

Standby letters of credit
 
9,976

 
9,638

Credit exposure from the sale of assets with recourse
 
7,091

 
6,826

 
 
$
208,743

 
$
204,242



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 Consolidated Balance Sheet at their fair value on a recurring basis as of March 31, 2020 and December 31, 2019, 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.

23

 
 
March 31, 2020
(In Thousands)
 
Level I
 
Level II
 
Level III
 
Total
Assets measured on a recurring basis:
 
 

 
 

 
 

 
 

Investment securities, available for sale:
 
 

 
 

 
 

 
 

Mortgage-backed securities
 
$
—

 
$
4,999

 
$
—

 
$
4,999

State and political securities
 
—

 
92,040

 
—

 
92,040

Other debt securities
 
—

 
58,483

 
—

 
58,483

Investment equity securities:
 
 
 
 
 
 
 
 
  Other equity securities
 
1,281

 
—

 
—

 
1,281

Investment securities, trading:
 
 
 
 
 
 
 
 
  Other equity securities
 
37

 
—

 
—

 
37


 
 
December 31, 2019
(In Thousands)
 
Level I
 
Level II
 
Level III
 
Total
Assets measured on a recurring basis:
 
 

 
 

 
 

 
 

Investment securities, available for sale:
 
 

 
 

 
 

 
 

Mortgage-backed securities
 
$
—

 
$
4,966

 
$
—

 
$
4,966

State and political securities
 
—

 
82,286

 
—

 
82,286

Other debt securities
 
—

 
61,367

 
—

 
61,367

Investment equity securities:
 
 
 
 
 
 
 
 
  Other equity securities
 
1,261

 
—

 
—

 
1,261

Investment securities, trading:
 
 
 
 
 
 
 
 
  Other equity securities
 
51

 
—

 
—

 
51



The following table presents the assets reported on the Consolidated Balance Sheet at their fair value on a non-recurring basis as of March 31, 2020 and December 31, 2019, 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. 
 
 
March 31, 2020
(In Thousands)
 
Level I
 
Level II
 
Level III
 
Total
Assets measured on a non-recurring basis:
 
 

 
 

 
 

 
 

Impaired loans
 
$
—

 
$
—

 
$
15,158

 
$
15,158

Other real estate owned
 
—

 
—

 
308

 
308


 
 
December 31, 2019
(In Thousands)
 
Level I
 
Level II
 
Level III
 
Total
Assets measured on a non-recurring basis:
 
 

 
 

 
 

 
 

Impaired loans
 
$
—

 
$
—

 
$
15,854

 
$
15,854

Other real estate owned
 
—

 
—

 
413

 
413













24

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 March 31, 2020 and December 31, 2019: 
 
 
March 31, 2020
 
 
Quantitative Information About Level III Fair Value Measurements
(In Thousands)
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Inputs
 
Range
 
Weighted Average
Impaired loans
 
$
6,891

 
Discounted cash flow
 
Temporary reduction in payment amount
 
17% to (59)%
 
(24)%
 
 
8,267

 
Appraisal of collateral (1)
 
Appraisal adjustments (1)
 
0 to (80)%
 
(10)%
Other real estate owned
 
$
308

 
Appraisal of collateral (1)
 
Appraisal adjustments (1)
 
(20)%
 
(20)%
(1) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.
 
 
December 31, 2019
 
 
Quantitative Information About Level III Fair Value Measurements
(In Thousands)
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Inputs
 
Range
 
Weighted Average
Impaired loans
 
$
6,950

 
Discounted cash flow
 
Temporary reduction in payment amount
 
17 to (59)%
 
(24)%
 
 
8,904

 
Appraisal of collateral (1)
 
Appraisal adjustments (1)
 
0 to (30)%
 
(9)%
Other real estate owned
 
$
413

 
Appraisal of collateral (1)
 
Appraisal adjustments (1)
 
(20)%
 
(20)%
(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 probability of default is 0% for impaired loans using the discounted cash flow valuation technique because all defaulted impaired loans are valued using the appraisal of collateral valuation technique.

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.

25


The fair values of the Company’s financial instruments not recorded at fair value on a recurring or nonrecurring basis are as follows at March 31, 2020 and December 31, 2019:
 
 
Carrying
 
Fair
 
Fair Value Measurements at March 31, 2020
(In Thousands)
 
Value
 
Value
 
Level I
 
Level II
 
Level III
Financial assets:
 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents (1)
 
$
77,761

 
$
77,761

 
$
77,761

 
$
—

 
$
—

Restricted investment in bank stock (1)
 
14,611

 
14,611

 
14,611

 
—

 
—

Loans held for sale (1)
 
4,294

 
4,294

 
4,294

 
—

 
—

Loans, net
 
1,336,900

 
1,325,148

 
—

 
—

 
1,325,148

Bank-owned life insurance (1)
 
29,228

 
29,228

 
29,228

 
—

 
—

Accrued interest receivable (1)
 
5,307

 
5,307

 
5,307

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 

 
 

 
 

 
 

 
 

Interest-bearing deposits
 
$
993,975

 
$
999,579

 
$
618,680

 
$
—

 
$
380,899

Noninterest-bearing deposits (1)
 
332,759

 
332,759

 
332,759

 
—

 
—

Short-term borrowings (1)
 
17,741

 
17,741

 
17,741

 
—

 
—

Long-term borrowings
 
171,903

 
176,801

 
—

 
—

 
176,801

Accrued interest payable (1)
 
1,635

 
1,635

 
1,635

 
—

 
—

(1) The financial instrument is carried at cost at March 31, 2020, which approximate the fair value of the instruments
 
 
Carrying
 
Fair
 
Fair Value Measurements at December 31, 2019
(In Thousands)
 
Value
 
Value
 
Level I
 
Level II
 
Level III
Financial assets:
 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents (1)
 
$
48,589

 
$
48,589

 
$
48,589

 
$
—

 
$
—

Restricted investment in bank stock (1)
 
13,528

 
13,528

 
13,528

 
—

 
—

Loans held for sale (1)
 
4,232

 
4,232

 
4,232

 
—

 
—

Loans, net
 
1,343,650

 
1,346,395

 
—

 
—

 
1,346,395

Bank-owned life insurance (1)
 
29,253

 
29,253

 
29,253

 
—

 
—

Accrued interest receivable (1)
 
5,246

 
5,246

 
5,246

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 

 
 

 
 

 
 

 
 

Interest-bearing deposits
 
$
989,259

 
$
990,747

 
$
611,374

 
$
—

 
$
379,373

Noninterest-bearing deposits (1)
 
334,746

 
334,746

 
334,746

 
—

 
—

Short-term borrowings (1)
 
4,920

 
4,920

 
4,920

 
—

 
—

Long-term borrowings
 
161,920

 
163,931

 
—

 
—

 
163,931

Accrued interest payable (1)
 
1,671

 
1,671

 
1,671

 
—

 
—


(1) The financial instrument is carried at cost at December 31, 2019, which approximate the fair value of the instruments

The methods and assumptions used by the Company in estimating fair values of financial instruments at March 31, 2020 is in accordance with ASC Topic 825, Financial Instruments, as amended by ASU 2016-01 which requires public entities to use exit pricing in the calculation of the above tables.

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 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.


26

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.

Deposits:
The fair value of deposits with no stated maturity, such as 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.

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.

As of January 1, 2020, the Company had a total of 625,800 stock options outstanding. During the period ended March 31, 2020, the Company issued 238,500 stock options with a strike price of $25.34 to a group of employees. The options granted in 2020 all expire ten years from the grant date. Of the 238,500 grants awarded in 2020, 119,300 of the options vest in 3 years while the 119,200 remaining options vest in five years.

Stock Options Granted
Date
 
Shares
 
Forfeited
 
Outstanding
 
Strike Price
 
Vesting Period
 
Expiration
March 11, 2020
 
119,300

 
—

 
119,300

 
$
25.34

 
3 years
 
10 years
March 11, 2020
 
119,200

 
—

 
119,200

 
25.34

 
5 years
 
10 years
March 15, 2019
 
120,900

 
(1,950
)
 
118,950

 
28.01

 
3 years
 
10 years
March 15, 2019
 
119,100

 
(1,800
)
 
117,300

 
28.01

 
5 years
 
10 years
August 24, 2018
 
75,300

 
(1,950
)
 
73,350

 
30.67

 
3 years
 
10 years
August 24, 2018
 
149,250

 
(4,050
)
 
145,200

 
30.67

 
5 years
 
10 years
January 5, 2018
 
18,750

 
—

 
18,750

 
30.07

 
3 years
 
10 years
January 5, 2018
 
18,750

 
—

 
18,750

 
30.07

 
5 years
 
10 years
March 24, 2017
 
69,375

 
(6,750
)
 
62,625

 
29.47

 
3 years
 
10 years
March 24, 2017
 
35,625

 
—

 
35,625

 
29.47

 
5 years
 
10 years
August 27, 2015
 
58,125

 
(22,875
)
 
35,250

 
28.02

 
5 years
 
10 years

















27

A summary of stock option activity is presented below:
 
 
March 31, 2020
 
March 31, 2019
 
 
Shares
 
Weighted Average Exercise Price
 
Shares
 
Weighted Average Exercise Price
Outstanding, beginning of year
 
625,800

 
$
29.29

 
395,550

 
$
30.08

Granted
 
238,500

 
25.34

 
240,000

 
28.01

Exercised
 
—

 
—

 
—

 
—

Forfeited
 
—

 
—

 
—

 
—

Expired
 
—

 
—

 
—

 
—

Outstanding, end of period
 
864,300

 
$
28.20

 
635,550

 
$
29.29

 
 
 
 
 
 
 
 
 
Exercisable, end of period
 
62,625

 
$
29.47

 
—

 
$
—



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 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.

Compensation expense for stock options is recognized using the fair value when the stock options are granted and is amortized over the options' vesting period. Compensation expense related to stock options was $198,000 for the three months ended March 31, 2020 compared to $136,000 for the same period of 2019. As of March 31, 2020, a total of 62,625 stock options were exercisable and the weighted average years to expiration was 8.67 years. The fair value of options granted during the three months ended March 31, 2020 was $1,343,000 or $5.63 per award. Total unrecognized compensation cost for non-vested options was $2,642,000 and will be recognized over their weighted average remaining vesting period of 1.66 years.

Note 13.  Leases

The following table shows finance lease right of use assets and finance lease liabilities as of March 31, 2020:
(In Thousands)
 
Statement of Financial Condition classification
 
March 31, 2020
 
December 31, 2019
Finance lease right of use assets
 
Premises and equipment, net
 
$
5,406

 
$
5,456

Finance lease liabilities
 
Long-term borrowings
 
5,570

 
5,587



The following table shows the components of finance and operating lease expense for the three months ended March 31, 2020 and 2019:
 
 
Three Months Ended March 31,
(In Thousands)
 
2020
 
2019
 
 
 
 
 
Finance Lease Cost:
 
 
 
 
Amortization of right-of-use asset
 
$
50

 
$
65

Interest expense
 
53

 
56

Operating lease cost
 
91

 
88

Variable lease cost
 
—

 
1

Total Lease Cost
 
$
194

 
$
210








28

A maturity analysis of operating and finance lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows:
(In Thousands)
 
Operating
 
Finance
2020
 
$
215

 
$
211

2021
 
291

 
282

2022
 
298

 
283

2023
 
273

 
284

2024
 
263

 
290

2025 and thereafter
 
3,176

 
8,004

Total undiscounted cash flows
 
4,516

 
9,354

Discount on cash flows
 
(1,217
)
 
(3,784
)
Total lease liability
 
$
3,299

 
$
5,570



The following table shows the weighted average remaining lease term and weighted average discount rate for both operating and finance leases outstanding as of March 31, 2020.
 
 
Operating
 
Finance
Weighted-average term (years)
 
18.8

 
27.9

Weighted-average discount rate
 
3.51
%
 
3.77
%


Note 14.  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.

NOTE 15.  Subsequent Events

All events subsequent to the date of the consolidated financial statements through May 8, 2020, and for which U.S. GAAP requires adjustment or disclosure, have been adjusted or disclosed, including that the 2019 novel coronavirus (or COVID-19) has adversely affected, and may continue to adversely affect, economic activity globally, nationally, and locally.  In response to COVID-19, among other things, the Company has incurred loan rate modifications and payment deferrals of up to 90 days.  For further discussion, see COVID-19 Impact section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.


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 effects of health emergencies, including the spread of infectious diseases, or (vi) 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, 2019 and in other filings made by the Company under the Securities Exchange Act of 1934.


29

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.

30


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

EARNINGS SUMMARY

Comparison of the Three Months Ended March 31, 2020 and 2019

Summary Results

Net income for the three months ended March 31, 2020 was $3,073,000 compared to $3,944,000 for the same period of 2019, including the effects of an decrease in after-tax securities gains of $30,000 (from a gain of $52,000 to a gain of $22,000) for the three month periods. Basic earnings per share for the three months ended March 31, 2020 was $0.44 while diluted earnings per share was $0.43, the corresponding period of 2019 basic and diluted earnings per share was $0.56. Return on average assets and return on average equity were 0.74% and 7.83% for the three months ended March 31, 2020 compared to 0.95% and 10.93% for the corresponding period of 2019. Net income from core operations (“core earnings”) was $3,051,000 for the three months ended March 31, 2020 compared to $3,892,000 for the corresponding period of 2019. Core basic earnings per share for the three months ended March 31, 2020 was $0.44 and diluted earnings per share was $0.43 compared to $0.55 basic and diluted for the corresponding periods of 2019.

Management uses the non-GAAP measure of net income from core operations 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 means net income adjusted to exclude after-tax net securities gains or losses. 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 March 31,
 
 
2020
 
2019
GAAP net income
 
$
3,073

 
$
3,944

Less: net securities gains, net of tax
 
22

 
52

Non-GAAP core earnings
 
$
3,051

 
$
3,892

 
 
Three Months Ended March 31,
 
 
2020
 
2019
Return on average assets (ROA)
 
0.74
%
 
0.95
%
Less: net securities gains, net of tax
 
0.01
%
 
0.01
%
Non-GAAP core ROA
 
0.73
%
 
0.94
%
 
 
Three Months Ended March 31,
 
 
2020
 
2019
Return on average equity (ROE)
 
7.83
%
 
10.93
%
Less: net securities gains, net of tax
 
0.06
%
 
0.14
%
Non-GAAP core ROE
 
7.77
%
 
10.79
%
 
 
Three Months Ended March 31,
 
 
2020
 
2019
Basic earnings per share (EPS)
 
$
0.44

 
$
0.56

Less: net securities gains, net of tax
 
—

 
0.01

Non-GAAP core operating EPS
 
$
0.44

 
$
0.55


31

 
 
Three Months Ended March 31,
 
 
2020
 
2019
Diluted EPS
 
$
0.43

 
$
0.56

Less: net securities gains, net of tax
 
—

 
0.01

Non-GAAP diluted core EPS
 
$
0.43

 
$
0.55

 

Interest and Dividend Income

Interest and dividend income for the three months ended March 31, 2020 decreased to $16,161,000 compared to $16,434,000 for the same period of 2019. Loan portfolio income decreased due to a slight decrease in average rate paid on loans and a decrease in the average loan portfolio balance. Investment securities and dividend income decreased by $61,000 for the three month period ended March 31, 2020 as the increase in the average balance of the investment portfolio was more than offset by a decrease in the average rate earned on the portfolio.

Interest and dividend income composition for the three months ended March 31, 2020 and 2019 was as follows:
 
 
 
Three Months Ended
 
 
 
March 31, 2020
 
March 31, 2019
 
Change
 
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
 
Loans including fees
 
$
14,657

 
90.69
%
 
$
14,869

 
90.48
%
 
$
(212
)
 
(1.43
)
%
Investment securities:
 
 

 
 
 
 
 

 
 
 
 
 

 
 

 
Taxable
 
1,010

 
6.25
 
 
934

 
5.68
 
 
76

 
8.14

 
Tax-exempt
 
145

 
0.90
 
 
174

 
1.06
 
 
(29
)
 
(16.67
)
 
Dividend and other interest income
 
349

 
2.16
 
 
457

 
2.78
 
 
(108
)
 
(23.63
)
 
Total interest and dividend income
 
$
16,161

 
100.00
%
 
$
16,434

 
100.00
%
 
$
(273
)
 
(1.66
)
%

Interest Expense

Interest expense for the three months ended March 31, 2020 increased $244,000 to $4,000,000 compared to $3,756,000 for the same period of 2019. The increase in interest expense is the result of growth within the average interest-bearing deposit portfolio led by the use of the time deposit portfolio as part of a deposit acquisition strategy in select markets during the early part of the first quarter of 2020. Long-term borrowings have been utilized to lock in funding and historically low interest rates and to assist with the funding of the loan and investment portfolios. The deposit portfolio growth coupled with increased utilization of long-term borrowings has resulted in a significant reduction in the use of short-term borrowings.

Interest expense composition for the three months ended March 31, 2020 and 2019 was as follows:
 
 
 
Three Months Ended
 
 
March 31, 2020
 
March 31, 2019
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Deposits
 
$
3,035

 
75.88
%
 
$
2,300

 
61.24
%
 
$
735

 
31.96

%
Short-term borrowings
 
22

 
0.55
 
 
605

 
16.11
 
 
(583
)
 
(96.36
)
 
Long-term borrowings
 
943

 
23.57
 
 
851

 
22.65
 
 
92

 
10.81

 
Total interest expense
 
$
4,000

 
100.00
%
 
$
3,756

 
100.00
%
 
$
244

 
6.50

%

Net Interest Margin

The net interest margin (“NIM”) for the three months ended March 31, 2020 was 3.19% compared to 3.37% for the corresponding period of 2019. The decrease in the net interest margin was driven by a decrease in the yield on earning assets of 12 basis points ("bps") for the three month period coupled with an increase in the cost of interest-bearing liabilities of 12 bps. The decrease in yield on earning assets was driven by a decline in the investment portfolio yield as cashflow from the portfolio is reinvested at lower rates and the duration of the portfolio is shortened. The rate paid on interest-bearing liabilities increased primarily form an increase in the rate paid on time deposits. The rate on time deposits increased due to the utilization of the product to attract customers during the first two months of 2020. During March 2020 the rates paid on interest-bearing deposits were reduced significantly due to the low rate environment.

32

The following is a schedule of average balances and associated yields for the three months ended March 31, 2020 and 2019:
 

 
 
AVERAGE BALANCES AND INTEREST RATES
 
 
Three Months Ended March 31, 2020
 
Three Months Ended March 31, 2019
(In Thousands)
 
Average Balance (1)
 
Interest
 
Average Rate
 
Average Balance (1)
 
Interest
 
Average Rate
Assets:
 
 

 
 

 
 

 
 

 
 

 
 

Tax-exempt loans (3)
 
$
52,979

 
$
404

 
3.07
%
 
$
72,714

 
$
539

 
3.01
%
All other loans
 
1,303,838

 
14,338

 
4.42
%
 
1,311,315

 
14,443

 
4.47
%
Total loans (2)
 
1,356,817

 
14,742

 
4.37
%
 
1,384,029

 
14,982

 
4.39
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable securities
 
142,788

 
1,273

 
3.63
%
 
126,033

 
1,350

 
4.28
%
Tax-exempt securities
 
23,773

 
184

 
3.15
%
 
26,711

 
220

 
3.29
%
Total securities
 
166,561

 
1,457

 
3.56
%
 
152,744

 
1,570

 
4.11
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
 
26,716

 
86

 
1.29
%
 
6,534

 
41

 
2.54
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest-earning assets
 
1,550,094

 
16,285

 
4.23
%
 
1,543,307

 
16,593

 
4.35
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets
 
112,219

 
 

 
 

 
111,600

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
1,662,313

 
 

 
 
 
$
1,654,907

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and shareholders’ equity:
 
 

 
 

 


 


 
 

 
 

Savings
 
$
177,840

 
91

 
0.21
%
 
$
166,927

 
30

 
0.07
%
Super Now deposits
 
219,826

 
424

 
0.78
%
 
231,508

 
379

 
0.66
%
Money market deposits
 
210,708

 
477

 
0.91
%
 
241,402

 
472

 
0.79
%
Time deposits
 
379,259

 
2,043

 
2.17
%
 
299,644

 
1,419

 
1.92
%
Total interest-bearing deposits
 
987,633

 
3,035

 
1.24
%
 
939,481

 
2,300

 
0.99
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
 
10,847

 
22

 
0.85
%
 
96,029

 
605

 
2.56
%
Long-term borrowings
 
159,920

 
943

 
2.37
%
 
144,191

 
851

 
2.23
%
Total borrowings
 
170,767

 
965

 
2.28
%
 
240,220

 
1,456

 
2.36
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest-bearing liabilities
 
1,158,400

 
4,000

 
1.39
%
 
1,179,701

 
3,756

 
1.27
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
 
326,817

 
 

 
 

 
313,112

 
 

 
 

Other liabilities
 
19,991

 
 

 
 

 
17,776

 
 

 
 

Shareholders’ equity
 
157,105

 
 

 
 

 
144,318

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Total liabilities and shareholders’ equity
 
$
1,662,313

 
 

 
 

 
$
1,654,907

 
 

 
 

Interest rate spread
 
 

 
 

 
2.84
%
 
 

 
 

 
3.08
%
Net interest income/margin
 
 

 
$
12,285

 
3.19
%
 
 

 
$
12,837

 
3.37
%

The following table presents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the three months ended March 31, 2020 and 2019:
 
 
Three Months Ended March 31,
(In Thousands)
 
2020
 
2019
Total interest income
 
$
16,161

 
$
16,434

Total interest expense
 
4,000

 
3,756

Net interest income
 
12,161

 
12,678

Tax equivalent adjustment
 
124

 
159

Net interest income (fully taxable equivalent)
 
$
12,285

 
$
12,837

 

33

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 months ended March 31, 2020 and 2019:
 
 
Three Months Ended March 31,
 
 
2020 vs. 2019
 
 
Increase (Decrease) Due to
(In Thousands)
 
Volume
 
Rate
 
Net
Interest income:
 
 

 
 

 
 

Tax-exempt loans
 
$
(146
)
 
$
11

 
$
(135
)
All other loans
 
(36
)
 
(69
)
 
(105
)
Taxable investment securities
 
155

 
(232
)
 
(77
)
Tax-exempt investment securities
 
(26
)
 
(10
)
 
(36
)
Interest bearing deposits
 
74

 
(29
)
 
45

Total interest-earning assets
 
21

 
(329
)
 
(308
)
 
 
 
 
 
 
 
Interest expense:
 
 

 
 

 
 

Savings deposits
 
2

 
59

 
61

Super Now deposits
 
(20
)
 
65

 
45

Money market deposits
 
(64
)
 
69

 
5

Time deposits
 
419

 
205

 
624

Short-term borrowings
 
(332
)
 
(251
)
 
(583
)
Long-term borrowings
 
59

 
33

 
92

Total interest-bearing liabilities
 
64

 
180

 
244

Change in net interest income
 
$
(43
)
 
$
(509
)
 
$
(552
)

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 March 31, 2020, 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 slightly from $11,894,000 at December 31, 2019 to $12,500,000 at March 31, 2020. The slight increase in the allowance for loan losses was allocated primarily to the residential and commercial real estate mortgage segments. The majority of the loans charged-off during the three month period had a specific allowance within the allowance for losses. At March 31, 2020 and December 31, 2019, the allowance for loan losses to total loans was 0.93% and 0.88%, respectively.

The provision for loan losses totaled $750,000 for the three months ended March 31, 2020 and the respective amount for the corresponding 2019 period was $360,000. The increase in the provision for loan losses for the three months ended March 31, 2020 compared to the corresponding 2019 period is the result of the economic uncertainty caused by the COVID-19 pandemic.

Nonperforming loans decreased to $11,300,000 at March 31, 2020 from $15,794,000 at March 31, 2019. The majority of nonperforming loans are centered on loans that are either in a secured position and have sureties with a strong underlying financial position or have a specific allocation for any impairment recorded within the allowance for loan losses. The ratio of nonperforming loans to total loans was 0.84% and 1.14% at March 31, 2020 and 2019, respectively, and the ratio of the allowance for loan losses to nonperforming loans was 110.62% and 87.32% at March 31, 2020 and 2019, respectively. Internal loan review and analysis coupled with changes in the loan portfolio composition and the impact of the COVID-19 pandemic dictated a provision for loan losses of $750,000 for the three months ended March 31, 2020.

The following is a table showing total nonperforming loans as of:
 
 
Total Nonperforming Loans
(In Thousands)
 
90 Days Past Due

Non-accrual

Total
March 31, 2020
 
$
1,503

 
$
9,797

 
$
11,300

December 31, 2019
 
2,047

 
10,374

 
12,421

September 30, 2019
 
1,304

 
15,904

 
17,208

June 30, 2019
 
1,245

 
14,138

 
15,383

March 31, 2019
 
1,268

 
14,526

 
15,794

 
Non-interest Income

Total non-interest income for the three months ended March 31, 2020 compared to the same period in 2019 increased $183,000 to $2,437,000. Excluding net securities gains, non-interest income for the three months ended March 31, 2020 increased $222,000 compared to the same period in 2019. Gain on sale of loans increased as the low rate environment has led to an increase in refinancing activity. The increase in brokerage commissions is due to a change in the product mix of consumer purchases. The fluctuation in other income results primarily from other fees associated with loans sold on the secondary market.

Non-interest income composition for the three months ended March 31, 2020 and 2019 was as follows:
 
 
 
Three Months Ended
 
 
March 31, 2020
 
March 31, 2019
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Service charges
 
$
549

 
22.53
 %
 
$
562

 
24.94
%
 
$
(13
)
 
(2.31
)%
Net debt securities gains, available for sale
 
21

 
0.86

 
13

 
0.58

 
8

 
(61.54
)
Net equity securities gains
 
20

 
0.82

 
43

 
1.91

 
(23
)
 
53.49

Net securities (losses) gains, trading
 
(14
)
 
(0.57
)
 
10

 
0.44

 
(24
)
 
(240.00
)
Bank-owned life insurance
 
192

 
7.88

 
168

 
7.45

 
24

 
14.29

Gain on sale of loans
 
444

 
18.22

 
316

 
14.02

 
128

 
40.51

Insurance commissions
 
127

 
5.21

 
134

 
5.94

 
(7
)
 
(5.22
)
Brokerage commissions
 
369

 
15.14

 
323

 
14.33

 
46

 
14.24

Debit card fees
 
274

 
11.24

 
310

 
13.75

 
(36
)
 
(11.61
)
Other
 
455

 
18.67

 
375

 
16.64

 
80

 
21.33

Total non-interest income
 
$
2,437

 
100.00
 %
 
$
2,254

 
100.00
%
 
$
183

 
8.12
 %

Non-interest Expense

Total non-interest expense increased $296,000 for the three months ended March 31, 2020 compared to the same period of 2019. The increase in salaries and employee benefits is primarily attributable to routine wage increases coupled with an increase in the number of employees. Furniture and equipment expenses have increased as maintenance costs have increased and older equipment has been replaced. Software amortization increased due to updating software programs that require new licensing fee structures. Marketing expenses decreased as targeted direct mail marketing has replaced mass marketing. The fluctuation in professional fees consists primarily of an increase in legal fees. The decrease in deposit insurance reflects the assessment credits issued by the FDIC .





34

Non-interest expense composition for the three months ended March 31, 2020 and 2019 was as follows:
 
 
 
Three Months Ended
 
 
March 31, 2020
 
March 31, 2019
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Salaries and employee benefits
 
$
5,667

 
56.05
%
 
$
5,501

 
56.05
%
 
$
166

 
3.02
 %
Occupancy
 
702

 
6.94

 
779

 
7.94

 
(77
)
 
(9.88
)
Furniture and equipment
 
860

 
8.51

 
752

 
7.66

 
108

 
14.36

Software amortization
 
250

 
2.47

 
207

 
2.11

 
43

 
20.77

Pennsylvania shares tax
 
285

 
2.82

 
293

 
2.99

 
(8
)
 
(2.73
)
Professional fees
 
622

 
6.15

 
522

 
5.32

 
100

 
19.16

Federal Deposit Insurance Corporation deposit insurance
 
194

 
1.92

 
268

 
2.73

 
(74
)
 
(27.61
)
Marketing
 
53

 
0.52

 
102

 
1.04

 
(49
)
 
(48.04
)
Intangible amortization
 
62

 
0.61

 
71

 
0.72

 
(9
)
 
(12.68
)
Other
 
1,415

 
14.01

 
1,319

 
13.44

 
96

 
7.28

Total non-interest expense
 
$
10,110

 
100.00
%
 
$
9,814

 
100.00
%
 
$
296

 
3.02
 %

Provision for Income Taxes

Income taxes decreased $151,000 for the three months ended March 31, 2020 compared to the same period of 2019. The effective tax rate for the three months ended March 31, 2020 was 17.68% compared to 17.07% for the same period of 2019. The Company currently is in a deferred tax asset position. 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 $29,172,000 from $48,589,000 at December 31, 2019 to $77,761,000 at March 31, 2020, primarily as a result of the following activities during the three months ended March 31, 2020.

Loans Held for Sale

Activity regarding loans held for sale resulted in sales proceeds trailing loan originations, less $444,000 in realized gains, by $62,000 for the three months ended March 31, 2020.

Loans

Gross loans decreased $6,144,000 since December 31, 2019 due primarily to a decrease in both residential and commercial real estate mortgage categories. The decrease in the real estate mortgage portfolio was partially offset by the growth in commercial, financial and agricultural loans along with construction real estate mortgages and the consumer automobile loan segments.


35

The allocation of the loan portfolio, by category, as of March 31, 2020 and December 31, 2019 is presented below:
 
 
March 31, 2020
 
December 31, 2019
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Commercial, financial, and agricultural
 
$
158,150

 
11.72
%
 
$
156,213

 
11.52
%
 
$
1,937

 
1.24
 %
Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

 
 

Residential
 
616,154

 
45.66

 
623,256

 
45.98

 
(7,102
)
 
(1.14
)%
Commercial
 
360,737

 
26.73

 
363,261

 
26.80

 
(2,524
)
 
(0.69
)%
Construction
 
39,297

 
2.91

 
38,067

 
2.81

 
1,230

 
3.23
 %
Consumer automobile loans
 
151,715

 
11.24

 
150,517

 
11.10

 
1,198

 
0.80
 %
Other consumer installment loans
 
21,988

 
1.63

 
23,043

 
1.70

 
(1,055
)
 
(4.58
)%
Net deferred loan fees and discounts
 
1,359

 
0.11

 
1,187

 
0.09

 
172

 
14.49
 %
Gross loans
 
$
1,349,400

 
100.00
%
 
$
1,355,544

 
100.00
%
 
$
(6,144
)
 
(0.45
)%

The following table shows the amount of accrual and non-accrual TDRs at March 31, 2020 and December 31, 2019:
 
 
March 31, 2020
 
December 31, 2019
(In Thousands)
 
Accrual
 
Non-accrual
 
Total
 
Accrual
 
Non-accrual
 
Total
Commercial, financial, and agricultural
 
$
—

 
$
1,935

 
$
1,935

 
$
—

 
$
2,190

 
$
2,190

Real estate mortgage:
 
 

 
 

 
 

 
 

 
 

 
 

Residential
 
4,056

 
142

 
4,198

 
4,089

 
144

 
4,233

Commercial
 
2,095

 
4,657

 
6,752

 
2,127

 
4,732

 
6,859

 
 
$
6,151

 
$
6,734

 
$
12,885

 
$
6,216

 
$
7,066

 
$
13,282

 
Investments

The fair value of the investment debt securities portfolio at March 31, 2020 increased $6,903,000 since December 31, 2019 while the amortized cost of the portfolio increased $6,230,000.  The growth in the investment portfolio occurred within the municipal segment as bonds with a final maturity of approximately ten years have been purchased. The portfolio continues to be actively managed in order to reduce interest rate and market risk. The unrealized losses within the debt securities portfolio are the result of market activity, not credit issues/ratings, as approximately 83.66% 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. 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 a 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.

The fair value of the equity portfolio continues to fluctuate as the economic and political environment continues to impact stock pricing. The amortized cost of the available for sale equity securities portfolio has remained flat at $1,300,000 for March 31, 2020 and December 31, 2019 while the fair value increased $20,000 over the same time period.




36

The distribution of credit ratings by amortized cost and fair values for the debt security portfolio at March 31, 2020 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):
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Mortgage-backed securities
 
$
4,874

 
$
4,999

 
$
—

 
$
—

 
$
—

 
$
—

 
$
4,874

 
$
4,999

State and political securities
 
85,827

 
90,344

 
1,388

 
1,384

 
330

 
312

 
87,545

 
92,040

Other debt securities
 
36,252

 
35,536

 
16,696

 
16,486

 
6,375

 
6,461

 
59,323

 
58,483

Total debt securities AFS
 
$
126,953

 
$
130,879

 
$
18,084

 
$
17,870

 
$
6,705

 
$
6,773

 
$
151,742

 
$
155,522

 
Financing Activities

Deposits

Total deposits increased $2,729,000 from December 31, 2019 to March 31, 2020. The increase in core deposits (deposits less time deposits) has provided relationship driven funding for the loan and investment portfolios. While deposit gathering efforts have centered on core deposits, the growth of the time deposit portfolio is the result of targeted marketing efforts in select markets during the two months of 2020. 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:
 
 
March 31, 2020
 
December 31, 2019
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Demand deposits
 
$
332,759

 
25.08
%
 
$
334,746

 
25.28
%
 
$
(1,987
)
 
(0.59
)%
NOW accounts
 
229,919

 
17.33

 
218,605

 
16.51

 
11,314

 
5.18

Money market deposits
 
204,832

 
15.44

 
216,038

 
16.32

 
(11,206
)
 
(5.19
)
Savings deposits
 
183,929

 
13.86

 
176,732

 
13.35

 
7,197

 
4.07

Time deposits
 
375,295

 
28.29

 
377,884

 
28.54

 
(2,589
)
 
(0.69
)
 Total deposits
 
$
1,326,734

 
100.00
%
 
$
1,324,005

 
100.00
%
 
$
2,729

 
0.21
 %

Borrowed Funds

Total borrowed funds increased 13.67%, or $22,804,000, to $189,644,000 at March 31, 2020 compared to $166,840,000 at December 31, 2019. The increase in long term borrowings occurred as fixed rate funding was obtained during this time of low interest rates. Short term borrowings have been added to supplement the total cash on hand as management carefully monitors the needs and expectations of our customer during the COVID-19 pandemic. The long-term borrowings originating during the three months ended March 31, 2020 have a blended interest rate of 1.60% and mature by 2025.

 
 
March 31, 2020
 
December 31, 2019
 
Change
(In Thousands)
 
Amount
 
% Total
 
Amount
 
% Total
 
Amount
 
%
Short-term borrowings:
 
 

 
 

 
 

 
 

 
 

 
 

FHLB repurchase agreements
 
$
13,021

 
6.87
%
 
$
—

 
—
%
 
$
13,021

 
n/a

Securities sold under agreement to repurchase
 
4,720

 
2.49

 
4,920

 
2.95

 
(200
)
 
(4.07
)
Total short-term borrowings
 
17,741

 
9.36

 
4,920

 
2.95

 
12,821

 
260.59

Long-term borrowings:
 
 
 
 
 
 
 
 
 
 
 
 
Long-term FHLB borrowings
 
166,333

 
87.70

 
156,333

 
93.70

 
10,000

 
6.40

Long-term finance lease
 
5,570

 
2.94

 
5,587

 
3.35

 
(17
)
 
(0.30
)
Total long-term borrowings
 
171,903

 
90.64

 
161,920

 
97.05

 
9,983

 
6.17

Total borrowed funds
 
$
189,644

 
100.00
%
 
$
166,840

 
100.00
%
 
$
22,804

 
13.67
 %





37

Short-Term Borrowings

The following table provides further information in regards to secured borrowings that have been accounted for as repurchase agreements.
 
 
Remaining Contractual Maturity Overnight and Continuous
(In Thousands)
 
March 31, 2020
 
December 31, 2019
Investment debt securities pledged, fair value
 
$
7,227

 
$
6,752

Repurchase agreements
 
4,720

 
4,920


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 for banks ranging from “well capitalized” to “critically undercapitalized” for purposes of the FDIC's prompt corrective action rules. To be classified as “well capitalized” under the prompt corrective action rules, 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.

Under existing capital rules, the minimum capital to risk-adjusted assets requirements for banking organizations, are a common equity tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”), a tier 1 capital ratio of 6.0% (8.0% to be considered “well capitalized”), and total capital ratio of 8.0% (10.0% to be considered “well capitalized”).  Under existing capital 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 capital contribution buffer requirements phased in over a three-year period beginning January 1, 2016.


























38

The Company's capital ratios as of March 31, 2020 and December 31, 2019 were as follows:
 
 
March 31, 2020
 
December 31, 2019
(In Thousands)
 
Amount
 
Ratio
 
Amount
 
Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
141,472

 
10.820
%
 
$
140,372

 
10.674
%
For Capital Adequacy Purposes
 
58,838

 
4.500

 
59,179

 
4.500

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
91,525

 
7.000

 
92,056

 
7.000

To Be Well Capitalized
 
84,988

 
6.500

 
85,480

 
6.500

Total Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
151,612

 
11.595
%
 
$
149,748

 
11.387
%
For Capital Adequacy Purposes
 
104,605

 
8.000

 
105,206

 
8.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
137,294

 
10.500

 
138,083

 
10.500

To Be Well Capitalized
 
130,756

 
10.000

 
131,508

 
10.000

Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
141,472

 
10.820
%
 
$
140,372

 
10.674
%
For Capital Adequacy Purposes
 
78,450

 
6.000

 
78,905

 
6.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
111,138

 
8.500

 
111,782

 
8.500

To Be Well Capitalized
 
104,600

 
8.000

 
105,207

 
8.000

Tier I Capital (to Average Assets)
 
 

 
 

 
 

 
 

Actual
 
$
141,472

 
8.653
%
 
$
140,372

 
8.514
%
For Capital Adequacy Purposes
 
65,398

 
4.000

 
65,949

 
4.000

To Be Well Capitalized
 
81,747

 
5.000

 
82,436

 
5.000

 
Jersey Shore State Bank's capital ratios as of March 31, 2020 and December 31, 2019 were as follows:
 
 
March 31, 2020
 
December 31, 2019
(In Thousands)
 
Amount
 
Ratio
 
Amount
 
Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
100,133

 
10.632
%
 
$
99,317

 
10.381
%
For Capital Adequacy Purposes
 
42,381

 
4.500

 
43,052

 
4.500

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
65,927

 
7.000

 
66,970

 
7.000

To Be Well Capitalized
 
61,218

 
6.500

 
62,187

 
6.500

Total Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
107,430

 
11.407
%
 
$
106,093

 
11.089
%
For Capital Adequacy Purposes
 
75,343

 
8.000

 
76,539

 
8.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
98,888

 
10.500

 
100,458

 
10.500

To Be Well Capitalized
 
94,179

 
10.000

 
95,674

 
10.000

Tier I Capital (to Risk-weighted Assets)
 
-

 
 

 
-

 
 

Actual
 
$
100,133

 
10.632
%
 
$
99,317

 
10.381
%
For Capital Adequacy Purposes
 
56,508

 
6.000

 
57,403

 
6.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
80,054

 
8.500

 
81,321

 
8.500

To Be Well Capitalized
 
75,345

 
8.000

 
76,538

 
8.000

Tier I Capital (to Average Assets)
 
 

 
 

 
 

 
 

Actual
 
$
100,133

 
8.300
%
 
$
99,317

 
8.191
%
For Capital Adequacy Purposes
 
48,257

 
4.000

 
48,501

 
4.000

To Be Well Capitalized
 
60,321

 
5.000

 
60,626

 
5.000








39

Luzerne Bank's capital ratios as of March 31, 2020 and December 31, 2019 were as follows:
 
 
March 31, 2020
 
December 31, 2019
(In Thousands)
 
Amount
 
Ratio
 
Amount
 
Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
38,747

 
10.595
%
 
$
38,340

 
10.577
%
For Capital Adequacy Purposes
 
16,457

 
4.500

 
16,312

 
4.500

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
25,600

 
7.000

 
25,374

 
7.000

To Be Well Capitalized
 
23,771

 
6.500

 
23,562

 
6.500

Total Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
41,590

 
11.372
%
 
$
40,940

 
11.295
%
For Capital Adequacy Purposes
 
29,258

 
8.000

 
28,997

 
8.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
38,401

 
10.500

 
38,058

 
10.500

To Be Well Capitalized
 
36,572

 
10.000

 
36,246

 
10.000

Tier I Capital (to Risk-weighted Assets)
 
 

 
 

 
 

 
 

Actual
 
$
38,747

 
10.595
%
 
$
38,340

 
10.577
%
For Capital Adequacy Purposes
 
21,943

 
6.000

 
21,749

 
6.000

Minimum To Maintain Capital Conservation Buffer At Reporting Date
 
31,085

 
8.500

 
30,811

 
8.500

To Be Well Capitalized
 
29,257

 
8.000

 
28,999

 
8.000

Tier I Capital (to Average Assets)
 
 

 
 

 
 

 
 

Actual
 
$
38,747

 
8.892
%
 
$
38,340

 
8.653
%
For Capital Adequacy Purposes
 
17,430

 
4.000

 
17,723

 
4.000

To Be Well Capitalized
 
21,788

 
5.000

 
22,154

 
5.000


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, except for net loans to total deposits, at March 31, 2020:

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.

40


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 $597,309,000. In addition to this credit arrangement, the Company has additional lines of credit with correspondent banks of $57,000,000. Management believes it has sufficient liquidity to satisfy estimated short-term and long-term funding needs. FHLB borrowings totaled $179,354,000 as of March 31, 2020.

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 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, 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 consolidated 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 emphasis 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 March 31, 2021 assuming a static balance sheet as of March 31, 2020.
 
 
Parallel Rate Shock in Basis Points
(In Thousands)
 
-200
 
-100
 
Static
 
+100
 
+200
 
+300
 
+400
Net interest income
 
$
42,733

 
$
45,376

 
$
47,207

 
$
49,200

 
$
51,005

 
$
52,614

 
$
54,209

Change from static
 
(4,474
)
 
(1,831
)
 
—

 
1,993

 
3,798

 
5,407

 
7,002

Percent change from static
 
-9.48
 %
 
-3.88
 %
 
—

 
4.22
%
 
8.05
%
 
11.45
%
 
14.83
%
 
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.






41

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.

COVID-19 Impact
Employees
The Company has undertaken various actions to maintain a safe work environment for employees during the pandemic, including supplying employees with hand sanitizer, face masks, disinfecting supplies, and gloves. The Company has also allowed approximately one-third of the workforce to work remotely in accordance with the Company’s pre-existing business continuity plans, while also maintaining data security and internal controls. Permitting employees to work remotely has allowed for increased social distancing capabilities within the Company’s buildings. To protect employees and customers and promote social distancing, branch lobbies were closed, other than by appointment, while drive-thru, mobile banking, and internet banking became more popular channels for customers to complete transactions. The Company intends to exercise caution in reopening branch lobbies. In preparation for reopening branch lobbies, the Company has installed sneeze guards and will be directing foot traffic in a manner that encourages proper social distancing.
The change to a “drive-thru” only strategy coupled with the mandated closure of nonessential businesses in Pennsylvania has led to a reduced workload in certain areas of the Company. As a result, approximately 80 employees have been furloughed and other employees have had their normal work week hours reduced. Because the Company views its employees as a critical resource, it has taken certain steps to mitigate the negative impact on them of workforce disruption: for employees who are furloughed, the Company is paying 100% of their health insurance premiums; employees who have had hours reduced are being paid based on their pre-reduction average normal working hours; and a bonus of $50 per week is being paid to employees working in customer servicing areas.
Liquidity
The Company has focused on increasing balance sheet liquidity by means of increased levels of cash within the branches and ATM’s, and within correspondent bank accounts. With the buildup in cash reserves, the Company has remaining borrowing capacity of approximately $650 million with the FHLB and other correspondent banks. The Company anticipates slowly reducing the amount of cash reserves as the economy is reopened and the rate of infections declines. The Company believes that it currently has sufficient liquidity to meet customer needs and the Company’s financial obligations based on present circumstances.
Loans
The mandated closure of nonessential businesses and the closure or limited access to many government offices, including court houses, has limited the addition of new loans to the portfolio. Indirect auto lending was completely closed for several weeks beginning in late March 2020, and has only recently reopened on a limited scale. Secondary mortgage market activity continues to flourish as individuals seek to refinance at historically low interest rates. As businesses begin to reopen, the Company anticipates utilizing its strong liquidity position to offer favorable lending terms to its customers to assist them in returning to normal operations and to grow their businesses.
The yield on the loan portfolio has declined, as the low rate environment has resulted in any new loans generated and any loans repricing to be at yields less than the historical average yield of the portfolio. The Company expects the loan portfolio yield to continue to decline due to the projected low rate environment caused by the COVID-19 pandemic. Looking forward, as in the past, the Company’s focus for building the loan portfolio will be on quality of the credit, not necessarily yield.
The Company participated in the Paycheck Protection Program (“PPP”). The Company booked 26 loans directly into the PPP during the first round of funding for an aggregate of $2.7 million in loans, and also utilized a third party to match customer needs with a lending outlet. This method did not result in the Company earning any processing fees under the PPP for loans extended by others, but was the quickest manner to service the greatest number of customers resulting in 434 customers obtaining $32.6 million in funding. The goal was to have as many customers as possible receive requested funding before PPP funding expired, even if the Company did not recognize fee income from making the loans. In total, the Company’s customers completed 707 PPP applications with 460 being approved for $35.3 million. The funding ratio of 65.1% of completed applications for loans made by the Company and other lenders was significantly ahead of the national average and brought much needed funding to the Company’s customers.

42

Loan modifications and payment deferrals have been at historical high levels as the impact of the pandemic continues. To date, rate modifications have been granted on 300 loans with an aggregate balance of $49.8 million. In addition, payment deferrals of up to 90 days have been granted on 1,075 loans with an aggregate balance of $201.6 million. These loan modifications met applicable requirements to not be considered troubled debt restructurings. The number of customers seeking loan modifications or payment deferrals may increase as the effects of the pandemic continue.
The Company has not to date experienced significant credit quality deterioration. However, the provision for loan losses for the three months ended March 31, 2020 was increased to $750,000 and is expected to remain at levels above those historically reported. The increase in the provision for the three months ended March 31, 2020 is the result of the uncertainty surrounding the strength of the economy as businesses reopen and communities in general attempt to return to pre-pandemic life. From an industry concentration perspective, the Company has minimal exposure to the hospitality and travel industries, which have been greatly affected by the pandemic. The Company does, however, have some potential exposure to student housing in markets such as State College and Williamsport, Pennsylvania; this potential exposure continues to be monitored and to date has not resulted in any credit quality concerns.
Investments
The Company’s investment portfolio is weighted toward municipal bonds and, to a lesser extent, corporate bonds. The credit quality of the investment portfolio continues to be monitored for impairment. The reinvestment of cash flows from the investment portfolio is being focused primarily on bonds with solid credit quality and a final maturity before 2027. The Company continues to limit investments in equity securities due to the significant fluctuations in pricing, uncertain economic future, and the belief that the adverse impact of the COVID-19 pandemic will continue for some time.
Deposits
The impact of the COVID-19 pandemic on the deposit portfolio has been lower rates with an increase in balances. Rates were significantly reduced toward the end of March and beginning April as the Federal Reserve took steps to mitigate the negative economic impact of the pandemic. Although rates have been reduced, in many cases the amount of the rate reduction on the deposit side has not coincided with the amount of rate reduction occurring within the loan portfolio because of the already historically low levels of deposit rates. In many cases, rates on non-maturity deposit products have reduced to levels below 10bps. Time deposits have experienced a significant reduction in rate, with rates for terms less than twelve months being below the current cost of overnight funding from the FHLB or other correspondent banks.
The deposit portfolio has experienced limited growth with a correlation drawn to the stimulus checks sent to certain taxpayers by the federal government under the CARES Act. Although the stimulus checks provided funding, lower debit and credit card usage has resulted in fewer withdrawals from deposit accounts. The company does not expect the growth in deposits to continue as the COVID-19 pandemic continues and cash reserves are utilized by individuals and businesses.
Net Interest Margin
For the reasons noted in the loan, investment, and deposit sections above, the Company anticipates that the net interest margin will compress as the COVID-19 pandemic continues. Although the Company has taken actions to lower the cost of funding, the yield on earning assets continues to decrease due to the volume of loan modifications and the historically low interest rate environment. As the impact of the COVID-19 pandemic lessens, the Company does not anticipate significant increases in the net interest margin quickly. The Company anticipates granting favorable lending terms to assist the economic recovery of the communities in which the Company operates, while anticipated competition for deposits is expected to increase in funding costs.
Non-Interest Income
Two areas of non-interest income have experienced a significant reduction during the first part of the second quarter of 2020 due to the COVID-19 pandemic. Overdraft fees and debit card income have been reduced by approximately one-third. The mandated closure of nonessential businesses coupled with shelter in place orders have resulted in a reduction in the overall number and the amount of purchases by individuals. The Company anticipates that a return to historical levels for these two non-interest income items could be months after the COVID-19 pandemic wanes and consumer behavior may take significant time to return to normal. Buoying non-interest income during April 2020 was the gain on sale of loans as the volume of mortgage refinancing has increased due to the historically low rates. The Company has focused on its mortgage servicing business line and anticipates a strong second quarter in this business line due to the number of individuals expected to refinance existing mortgages.
Non-Interest Expense
The level of non-interest expense is not expected to change significantly due to the COVID-19 pandemic. Although the Company has had to furlough certain employees, any compensation expense savings will be significantly offset by the Company’s paying 100% of the health insurance for furloughed employees and the weekly bonus being paid to customer service employees who

43

remain working. Other expenses may remain above historical levels as items such as sanitizer, disinfectant, gloves, masks, sneeze guards, directional/social distancing signage, and other safety items continue to be purchased.

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, 2019.  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.

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 March 31, 2020.

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 March 31, 2020 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

44

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

Item 1A.  Risk Factors
 
Certain risk factors are 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, 2019.  Please refer to that section for disclosures regarding the risks and uncertainties related to the Company’s business. The risk factor set forth below supplements the risk factors set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

The continuing COVID-19 pandemic has adversely impacted our business and financial results, and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.

The COVID-19 pandemic has materially and negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, increased unemployment levels, and decreased consumer confidence. In addition, the pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities, including in our primary market areas of Pennsylvania, New Jersey, and New York. As a result, the demand for our products and services may be significantly impacted, which could adversely affect our revenue. Furthermore, the pandemic could continue to result in the recognition of credit losses in our loan portfolios and increases in our allowance for credit losses, particularly if businesses remain closed, the impact on the global economy worsens, or more customers draw on their lines of credit or seek additional loans to help finance their businesses. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize impairments on the securities we hold as well as reductions in other comprehensive income. Our business operations may be further disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic.

 Moreover, the pandemic has created additional operational and compliance risks, including the need to quickly implement and execute new programs and procedures for the products and services we offer our customers, provide enhanced safety measures for our employees and customers, comply with rapidly changing regulatory requirements, address any increased risk of fraudulent activity, and protect the integrity and functionality of our systems and networks as a larger number of our employees work remotely. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios and our cost of capital, will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

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 March 31, 2020.
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 (January 1 - January 31, 2020)
 
—

 
—

 
—

 
513,669

Month #2 (February 1 - February 29, 2020)
 
—

 
—

 
—

 
513,669

Month #3 (March 1 - March 31, 2020)
 
—

 
—

 
—

 
513,669


On April 30, 2020, the Board of Directors extended the previously approved authorization to repurchase up to 723,000 shares, or approximately 10%, of the outstanding shares of the Company for an additional year to April 30, 2021.  As of March 31, 2020 there have been 209,331 shares repurchased under this plan.

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

45

Item 6.                           Exhibits
 
 
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 September 30, 2019).
 
Bylaws of the Registrant.
 
Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer.
 
Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer.
 
Section 1350 Certification of Chief Executive Officer.
 
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 March 31, 2020 and December 31, 2019; (ii) the Consolidated Statement of Income for the three months ended March 31, 2020 and 2019; (iii) Consolidated Statement of Comprehensive Income for the three months ended March 31, 2020 and 2019; (iv) the Consolidated Statement of Shareholders’ Equity for the three months ended March 31, 2020 and 2019; (v) the Consolidated Statement of Cash Flows for the three months ended March 31, 2020 and 2019 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.

46

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:    
May 8, 2020
/s/ Richard A. Grafmyre
 
 
Richard A. Grafmyre, Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
 
 
Date:
May 8, 2020
/s/ Brian L. Knepp
 
 
Brian L. Knepp, President and Chief Financial Officer
 
 
(Principal Financial Officer and Principal Accounting
 
 
Officer)

47

EXHIBIT INDEX
 
Exhibit 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 September 30, 2019).
Exhibit 3(ii)
 
Bylaws of the Registrant.
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 March 31, 2020 and December 31, 2019; (ii) the Consolidated Statement of Income for the three months ended March 31, 2020 and 2019; (iii) Consolidated Statement of Comprehensive Income for the three months ended March 31, 2020 and 2019; (iv) the Consolidated Statement of Shareholders’ Equity for the three months ended March 31, 2020 and 2019; (v) the Consolidated Statement of Cash Flows for the three months ended March 31, 2020 and 2019 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.

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