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Table of Contents


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.


Table of Contents


PENNS WOODS BANCORP, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

 
 
Page
 
 
Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2

Table of Contents


Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
PENNS WOODS BANCORP, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
 
 
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

Table of Contents


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

Table of Contents




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

Table of Contents


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

Table of Contents


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

Table of Contents


PENNS WOODS BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 

Note 1.  Basis of Presentation
 
The consolidated financial statements include the accounts of Penns Woods Bancorp, Inc. (the “Company”) and its wholly-owned subsidiaries: Woods Investment Company, Inc., Woods Real Estate Development Company, Inc., Luzerne Bank, and Jersey Shore State Bank (Jersey Shore State Bank and Luzerne Bank are referred to together as the “Banks”) and Jersey Shore State Bank’s wholly-owned subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group (“The M Group”).  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
)
 
 






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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.

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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

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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.

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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


 






















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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
)
 
 
 
 
 
 
 
 
 
 
 
 
 


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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.


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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



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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

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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



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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.


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Table of Contents


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

Table of Contents


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

Table of Contents


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



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Table of Contents


 
 
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.


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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.

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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













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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.

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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.


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Table of Contents


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

















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Table of Contents


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








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Table of Contents


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.


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Table of Contents


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.

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Table of Contents



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


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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

Table of Contents


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

 

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Table of Contents


The following table sets forth the respective impact that both volume and rate changes have had on net interest income on a fully taxable equivalent basis for the three 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

Table of Contents


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

Table of Contents


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

Table of Contents


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
 %





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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.


























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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








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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.

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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.






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Table of Contents


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.

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Table of Contents


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

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Table of Contents


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.

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Table of Contents


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.
 

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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.

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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)

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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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Exhibit


Exhibit 3 (ii)
BYLAWS
OF
Penns Woods Bancorp, inc.
ARTICLE I. MEETINGS OF SHAREHOLDERS.
Section 101. Place of Meetings. All meetings of the shareholders shall be held at such place or places, within or without the Commonwealth of Pennsylvania, as shall be determined by the Board of Directors from time to time. Notwithstanding the preceding sentence, if a meeting of the shareholders is held by means of the internet or other electronic communications technology in a fashion pursuant to which the shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders, pose questions to the directors, make appropriate motions and comment on the business of the meeting, the meeting need not be held at a particular geographic location.
Section 102. Annual Meetings. The annual meeting of the shareholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held on such a day, at such hour, and at such place, consistent with applicable law, as the Board shall from time to time designate or as may be designated in any notice from the Secretary calling the meeting.
Section 103. Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, the Chairman of the Board, or the President. Business transacted at all special meetings shall be confined to the objects stated in the notice and matters germane thereto, unless all shareholders entitled to vote are present and shall have otherwise consented thereto.
Section 104. Conduct of Shareholders’ Meetings. The President shall preside at all shareholders’ meetings. In the absence of the President, the Secretary shall preside or, in his/her absence, any officer designated by the Board of Directors. The officer presiding over the shareholders’ meeting shall have any and all powers and authority necessary, and may establish such rules and regulations, as he/she may deem to be reasonably necessary or desirable to conduct an orderly and expeditious meeting, preserve order and determine any and all procedural matters, including the proper means of obtaining the floor, who shall have the right to address the meeting, the manner in which shareholders will be recognized to speak, imposing reasonable limits on the amount of time at the meeting taken up in remarks by any one shareholder or group of shareholders, the number of times a shareholder may address the meeting, and the person to whom questions should be addressed. Unless the officer presiding over the shareholders’ meeting otherwise requires, shareholders need not vote by ballot on any question.
Section 105. Quorum of Shareholders. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purpose of consideration and action on the matter. The presence or participation, including voting and taking other action, at a meeting of shareholders or the expression of consent or dissent to corporate action by a shareholder by conference telephone or other electronic means, including, without limitation, the internet, shall constitute the presence of, or vote or action by, or consent or dissent of the shareholder for purposes of these bylaws. The shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by law, adjourn the meeting to such time and place as they may determine.
Section 106. Agenda for Annual Meeting. Matters to be placed on the agenda for consideration at annual meetings of shareholders may be proposed by the Board of Directors or by any shareholder entitled to vote for the election of Directors. Matters proposed for the agenda by shareholders entitled to vote for the election of Directors shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than ninety (90) days nor more than one hundred and fifty (150) days prior to any annual meeting of shareholders. Each such notification notice given by a shareholder shall set forth: (a) the name, business address and residence address of the notifying shareholder; (b) the number of shares of capital stock of the Corporation owned by the notifying shareholder; (c) a brief description of the business desired to be brought before the annual meeting; and (d) any interest (other than an interest solely as a shareholder) which the notifying shareholder (or any affiliates or associates of the notifying shareholder) has in the business being proposed by the notifying shareholder. The officer presiding over the meeting of shareholders may determine and declare to the meeting that a matter proposed for the agenda was not made in accordance with the foregoing procedure, and if he/she should so determine, he/she shall so declare to the meeting and the matter shall be disregarded.
 

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Section 107. Notice of Meetings of Shareholders.
(a) Notice of all meetings of shareholders shall be delivered, personally, by courier service, charges prepaid, by first class, express or bulk mail, postage prepaid, facsimile transmission, e‑mail or other electronic communication addressed to the shareholder at his or her postal address, facsimile number, e‑mail address or other electronic communication location as it appears on the books of the Company or as supplied by such shareholder to the Company for the purpose of notice, by or at the direction of the Chief Executive Officer, the Secretary or the officer or persons calling the meeting.
(b) Notice of any meeting of shareholders shall be delivered not less than ten (10) days, or in the case of bulk mail not less than twenty (20) days, before the date of the meeting. If the notice is sent by mail or courier, such notice shall be deemed to be delivered when deposited in the United States mail or with a courier service for delivery to the shareholder. If the notice is sent by facsimile, e‑mail or other electronic communication, such notice shall be deemed to be delivered when sent to the shareholder.
Section 108. Proxies and Revocation of Proxies. Every shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for him by proxy. Every proxy shall be executed or authenticated by the shareholder, or by his duly authorized attorney in fact, and filed or transmitted to with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any agreement or any provision to the contrary, but the revocation of a proxy shall not be effective until an executed or authenticated notice thereof shall have been given to the Secretary of the Corporation or its designated agent in writing or by electronic transmission. A telegram, telex, cablegram, datagram, e-mail, Internet communication or other means of electronic transmission from a shareholder or attorney-in-fact, or a photographic, facsimile or similar reproduction of a writing executed by a shareholder or attorney-in-fact: (1) may, at the discretion of the Secretary, be treated as properly executed or authenticated for purposes of this subsection; and (2) shall be so treated if it sets forth or utilizes a confidential and unique identification number or other mark furnished by the Corporation to the shareholder for the purposes of a particular meeting or transaction. No unrevoked proxy shall be valid after three (3) years from the date of its execution, authentication or transmission, unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation or its designated agent.
ARTICLE II. DIRECTORS AND BOARD MEETINGS.
Section 201. Management by Board of Directors. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, regulation, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.
Section 202. Nominations for Directors. Nominations for the election of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors. Nominations made by the shareholders entitled to vote for the election of directors shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Company not less than ninety (90) days nor more than one hundred and fifty (150) days prior to any meeting of shareholders called for election of directors. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman of the Board or any other appropriate officer. Such notification required from shareholders shall contain the following information to the extent known to the notifying shareholder: (a) name, age and business address, and, if known, residence address, of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Corporation that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the Corporation owned by the notifying shareholder. Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the presiding officer of the meeting, and upon his/her instruction, the vote tellers may disregard all votes cast for each such nominee. In the event the same person is nominated by more than one shareholder, the nomination shall be honored, and all shares of capital stock of the Corporation shall be counted, if at least one nomination for that person complies herewith.
Section 203. Directors Must be Shareholders. Every Director must be a shareholder of the Corporation and shall own in his/her own right the number of shares (if any) required by law in order to qualify as such Director. Any Director shall forthwith cease to be a Director when he/she no longer holds such shares, which fact shall be reported to the Board of Directors by the Secretary, whereupon the Board of Directors shall declare the seat of such Directors vacated.
Section 204. Eligibility and Mandatory Retirement. No person shall be eligible to be newly elected or appointed as a Director if such person shall have attained age sixty (60) on or prior to the date of election or appointment. No person shall be eligible to continue to serve as a Director beyond the date of the annual meeting of shareholders of the Corporation immediately following such director’s attainment of age seventy-five (75), and any director attaining age seventy-five (75) shall resign effective as of the date of the immediately following annual meeting of shareholders. Notwithstanding the foregoing, the provisions of this section

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shall not apply (i) to Directors elected as interim Directors at the first meeting of the Board of Directors of the Corporation, nor thereafter, should they desire to stand for reelection or (ii) to the appointment or election of a former senior officer of the Corporation or any of its affiliates upon his or her retirement from employment in such position.
Section 205. Number of Directors. The Board of Directors shall consist of not less than five (5) nor more than twenty-five (25) shareholders, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors.
Section 206. Classification of Directors. The Directors shall be divided into three (3) classes, as nearly equal in number as possible, known as Class 1, consisting of not more than eight (8) Directors; Class 2, consisting of not more than eight (8) Directors; and Class 3, consisting of not more than nine (9) Directors. The initial Directors of Class 1 shall serve until the third (3rd) annual meeting of shareholders. At the third (3rd) annual meeting of the shareholders, the Directors of Class 1 shall be elected for a term of three (3) years and, after expiration of such term, shall thereafter be elected every three (3) years for three (3) year terms. The initial Directors of Class 2 shall serve until the second (2nd) annual meeting of shareholders. At the second (2nd) annual meeting of the shareholders, the Directors of Class 2 shall be elected for a term of three (3) years and, after the expiration of such term, shall thereafter be elected every three (3) years for three (3) year terms. The initial Directors of Class 3 shall serve until the first (1st) annual meeting of shareholders. At the first (1st) annual meeting of shareholders, the Directors of Class 3 shall be elected for a term of three (3) years and, after the expiration of such term, shall thereafter be elected every three (3) years for three (3) year terms. Each Director shall serve until his/her successor shall have been elected and shall qualify, even though his/her term of office as herein provided has otherwise expired, except in the event of his/her earlier resignation, removal or disqualification.
Section 207. Vacancies. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of Directors, may be filled by the remaining members of the Board, even though less than a quorum. Any Director elected to fill a vacancy in the Board of Directors shall become a member of the same Class of Directors in which the vacancy existed; but if the vacancy is due to an increase in the number of Directors a majority of the members of the Board of Directors shall designate such directorship as belonging to Class 1, Class 2 or Class 3 so as to maintain the three (3) classes of Directors as nearly equal in number as possible. Each director so elected shall be a Director until the class to which he/she was appointed stands for election and until his or her successor is elected and qualified.
Section 208. Resignations. Any Director may resign at any time. Such resignation shall be in writing, but the acceptance thereof shall not be necessary to make it effective.
Section 209. Compensation of Directors. No Director shall be entitled to any salary as such; but the Board of Directors may fix, from time to time, a reasonable annual fee for acting as a Director and a reasonable fee to be paid each Director for his/her services in attending meetings of the Board and meetings of committees appointed by the Board. The Corporation may reimburse Directors for expenses related to their duties as a member of the Board.
Section 210. Regular Meetings. Regular meetings of the Board of Directors shall be held on such day, at such hour, and at such place, consistent with applicable law, as the Board shall from time to time designate or as may be designated in any notice from the Secretary calling the meeting. The Board of Directors shall meet for reorganization at the first regular meeting following the annual meeting of shareholders at which the Directors are elected. Notice need not be given of regular meetings of the Board of Directors which are held at the time and place designated by the Board of Directors. If a regular meeting is not to be held at the time and place designated by the Board of Directors, notice of such meeting, which need not specify the business to be transacted thereat and which may be either verbal or in writing, shall be given by the Secretary to each member of the Board at least twenty-four (24) hours before the time of the meeting.
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. If at the time fixed for the meeting, including the meeting to organize the new Board following the annual meeting of shareholders, a quorum is not present, the directors in attendance may adjourn the meeting from time to time until a quorum is obtained.
Except as otherwise provided herein, a majority of those directors present and voting at any meeting of the Board of Directors, shall decide each matter considered. A director cannot vote by proxy, or otherwise act by proxy at a meeting of the Board of Directors.
Section 211. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or at the request of three (3) or more members of the Board of Directors. A special meeting of the Board of Directors shall be deemed to be any meeting other than the regular meeting of the Board of Directors. Notice of the time and place of every special meeting, which need not specify the business to be transacted thereat and which may be either verbal or in writing, shall be given by the Secretary to each member of the Board at least twenty-four (24) hours before the time of such meeting excepting the organization meeting following the election of Directors.

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Section 212. Reports and Records. The reports of officers and Committees and the records of the proceedings of all Committees shall be filed with the Secretary of the Corporation and presented to the Board of Directors, if practicable, at its next regular meeting. The Board of Directors shall keep complete records of its proceedings in a minute book kept for that purpose. When a Director shall request it, the vote of each Director upon a particular question shall be recorded in the minutes.
ARTICLE III. COMMITTEES.
Section 301. Committees. The following two (2) Committees of the Board of Directors shall be established by the Board of Directors in addition to any other committee the Board of Directors may in its discretion establish: Executive Committee and Audit Committee.
Section 302. Executive Committee. The Executive Committee shall consist of any three (3) or more Directors. A majority of the members of the Executive Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. Meetings of the Committee may be called at any time by the Chairman or Secretary of the Committee, and shall be called whenever two (2) or more members of the Committee so request in writing. The Executive Committee shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business of the Corporation between the dates of regular meetings of the Board, except as otherwise restricted by law.
Section 303. Audit Committee. The Audit Committee shall consist if at least three (3) Directors, none of whom shall be officers of the Corporation and all of whom shall meet such other requirements as may be imposed by applicable law or regulation. Meetings of the Committee may be called at any time by the Chairman or Secretary of the Committee, and shall be called whenever two (2) or more members of the Committee so request in writing. A majority of the members of the Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. The Committee shall operate under a written charter, which shall set forth the Committee’s duties and responsibilities, including supervising the audit of the books of the Corporation and recommending for approval by the Board the services of a reputable Certified Public Accounting firm to examine the affairs of the Corporation.
Section 304. Appointment of Committee Members. The Board of Directors shall elect the members of the Executive and Audit Committees to serve until the next annual meeting of shareholders. The President shall appoint or shall establish a method of appointing, subject to the approval of the Board of Directors, the members of any other Committees established by the Board of Directors to serve until the next annual meeting of shareholders. The Board of Directors may appoint, from time to time, other committees, for such purposes and with such powers as the Board may determine.
Section 305. Organization and Proceedings. Each Committee of the Board of directors shall effect its own organization by the appointment of a Secretary and such other Officers, except the Chairman and Vice Chairman, as it may deem necessary. A record of proceedings of all Committees shall be kept by the Secretary of such Committee and filed and presented as provided in Section 212 of these Bylaws.
ARTICLE IV. OFFICERS.
Section 401. Officers. The officers of the Corporation shall be a President, one (1) or more Vice Presidents, a Secretary, a Treasurer, and such other officers and assistant officers as the Board of Directors may from time to time deem advisable. Except for the President, Secretary, and Treasurer, the Board may refrain from filling any of the said offices at any time and from time to time. The same individual may hold any two (2) or more offices except both the offices of President and Treasurer. The following officers shall be elected by the Board of Directors at the time, in the manner and for such terms as the Board of Directors from time to time shall determine: President, Executive Vice President, Senior Vice President, Administrative Vice President, Secretary, and Treasurer. The President may, subject to change by the Board of Directors, appoint such officers and Assistant Officers as he/she may deem advisable provided such Officers or Assistant Officers have a title not higher than Vice President, who shall hold office for such periods as the President shall determine. Any officer may be removed at any time, with or without cause, and regardless of the term for which such officer was elected, but without prejudice to any contract right of such officer. Each officer shall hold his office for the current year for which he was elected or appointed by the Board unless he shall resign, become disqualified, or be removed at the pleasure of the Board of Directors. An officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt by the Corporation or at such subsequent time as may be specified in the notice of resignation.
Section 402. President. The President shall have general supervision of all of the departments and business of the Corporation and shall prescribe the duties of the other Officers and Employees and see to the proper performance thereof. The President shall be responsible for having all orders and resolutions of the Board of Directors carried into effect. The President shall execute on behalf of the Corporation and may affix or cause to be affixed a seal to all authorized documents and instruments requiring such execution, except to the extent that signing and execution thereof shall have been delegated to some other officer or agent of the Corporation by the Board of Directors or by the President. The President shall be a member of the. Board of Directors. In general,

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the President shall have such duties and powers as may be assigned to him from time to time by the Board of Directors or the Chairman of the Board. Without limiting the foregoing, the President shall be specifically authorized to represent the Corporation at any meetings of stockholders, partners or members, as the case may be, with respect to equity interests owned by the Corporation in other business entities and to vote, or execute a proxy or written consent in lieu of meeting, with respect to any shares or interests of such entity registered for standing in the name of the corporation.
Section 403. Vice Presidents. The Vice Presidents shall perform such duties, do such acts and be subject to such supervision as may be prescribed by the Board of Directors or the President. In the event of the absence or disability of the President or his/her refusal to act, the Vice Presidents, in the order of their rank, and within the same rank in the order of their authority, shall perform the duties and have the powers and authorities of the President, except to the extent inconsistent with applicable law.
Section 404. Secretary. The Secretary shall act under the supervision of the President or such other Officers as the President may designate. Unless a designation to the contrary is made at a meeting, the Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all of the proceedings of such meetings in a book to be kept for that purpose, and shall perform like duties for the standing Committees when required by these Bylaws or otherwise. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors. The Secretary shall keep a seal of the Corporation, and, when authorized by the Board of Directors or the President, cause it to be affixed to any documents and instruments requiring it. The Secretary shall perform such other duties as may be prescribed by the Board of Directors, President, or such other Supervising Officer as the President may designate.
Section 405. Treasurer. The Treasurer shall act under the supervision of the President or such other Officer as the President may designate. The Treasurer shall have custody of the Corporation’s funds and such other duties as may be prescribed by the Board of Directors, President or such other Supervising Officer as the President may designate.
Section 406. Assistant Officers. Unless otherwise provided by the Board of Directors, each Assistant Officer shall perform such duties as shall be prescribed by the Board of Directors, the President or the Officer to whom he/she is an Assistant. In the event of the absence or disability of an Officer or his/her refusal to act, his/her Assistant Officer shall, in the order of their rank, and within the same rank in the order of their seniority, have the powers and authorities of such Officer.
Section 407. Compensation. Unless otherwise provided by the Board of Directors, the salaries and compensation of all Officers and Assistant Officers, except the President shall be fixed by or in the manner designated by the President.
ARTICLE V. INDEMNIFICATION.
A. INDEMNIFICATION OF OFFICERS AND EMPLOYEES
Section 501. Mandatory Indemnification. The Corporation shall indemnify any officer and/or employee or any former officer and/or employee, who was or is a party to, or is threatened to be made a party to, or who is called to be a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was an officer and/or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust of other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.
Section 502. The Corporation shall indemnify any officer and/or employee, who was or is a party to, or is threatened to be made a party to, or who is called as a witness in connection with, any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, and/or employee or agent of another corporation, partnership, joint venture, trust of other enterprise against amounts paid in settlement and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of, or serving as a witness in, such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and except that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for misconduct in the performance of his duty to the Corporation.
Section 503. Except as may be otherwise ordered by a court, there shall be a presumption that any officer and/or employee is entitled to indemnification as provided in Sections 501 and 502 of this Article unless either a majority of the directors who are

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not involved in such proceedings (“disinterested directors”) or, if there are less than three (3) disinterested directors, then the holders of one-third of the outstanding shares of the Corporation determine that the person is not entitled to such presumption by certifying such determination in writing to the Secretary of the Corporation. In such event, the disinterested director(s) or, in the event of certification by shareholders, the Secretary of the Corporation, shall request of independent counsel, who may be the outside general counsel of the Corporation, a written opinion as to whether or not the parties involved, are entitled to indemnification under Sections 501 and 502 of this Article.
Section 504. Expenses (including attorneys’ fees) incurred by an officer and/or employee in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided under Section 503 of this Article upon receipt of an undertaking by or on behalf of the officer and/or employee to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation.
Section 505. The indemnification provided by Section 501 or 502 of this Article and the advancement of expenses provided by Section 504 of this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any agreement, vote or shareholders or disinterested directors, or otherwise both as to action in his official capacity while serving as an officer and/or employee and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer and/or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 506. The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification and expense advancement obligations arising under Sections 501, 502 and 504 of this Article.
Section 507. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was an officer and/or employee of the Corporation, or is or was serving at the request of the Corporation as an officer and/or employee of another corporation, partnership, joint venture, trust of other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.
Section 508. Indemnification under Section 501 or 502 of this Article shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
B. INDEMNIFICATION OF DIRECTORS
Section 509. A director of this Corporation shall not be personally liable for monetary damages as such for any action taken or for any failure to take any action, unless:
(a) the director has breached or failed to perform the duties of his office; and
(b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Section 510. The provisions of Section 509 of this Article shall not apply to:
(a) the responsibility or liability of a director pursuant to a criminal statute, or
(b) the liability of a director for the payment of taxes pursuant to local, state or federal law.
Section 511. The Corporation shall indemnify any director (including directors also then serving as officers or employees of the Corporation), or any former director who was or is a party to, or is threatened to be made a part to, or who is called to be a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the act that such person is or was a director of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent authorized or permitted by the laws of the Commonwealth of Pennsylvania.
Section 512. Expenses (including attorneys’ fees) incurred by a director in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article.
Section 513. The indemnification provided by Section 511 this Article and the advancement of expenses provided by Section 512 of this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any agreement, vote or shareholders or disinterested directors, or otherwise, both as to action in

6



his official capacity while serving as a director and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 514. The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification and expense advancement obligations arising under Sections 511 and 512 of this Article.
Section 515. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.
Section 516. Indemnification under Section 511 of this Article shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
C. GENERAL PROVISIONS
Section 517. The provisions of this Article relating to the limitation of directors’ liability, to indemnification and to the advancement of expenses shall constitute a contract between the Corporation and each of its directors, officers and employees which may be modified as to any director, officer or employee only with that person’s consent or as specifically provided in the following sentence. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of any provision of this Article, which is adverse to any director, officer or employee shall apply to such director, officer or employee, only on a prospective basis, and shall not reduce any limitation on the personal liability of a director of the Corporation or limit the rights of any person to indemnification or to the advancement of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment.
Section 518. References in this Article V to Pennsylvania law or to any provision thereof shall be to such law (including without limitation the Directors’ Liability Act) as it existed on April 27, 1988, or as such law thereafter may be changed, provided that (a) in the case of any change which expands the liability of directors or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Article V shall continue as theretofore in effect to the extent permitted by law; and (b) if such change permits the Corporation without the requirement of any further action by shareholders or directors to limit further the liability of directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.
Section 519. If, for any reason, any provision of this Article V shall be held invalid, such invalidity shall not affect any other provision not held so invalid, and each such other provision shall, to the full extent consistent with law continue in full force and effect. If any provision of this Article V shall be held invalid in part, such invalidity shall in no way affect the remainder of such provision, and the remainder of such provision, together with all other provisions of this Article V shall, to the full extent consistent with law, continue in full force and effect.
ARTICLE VI. SHARES OF CAPITAL STOCK.
Section 601. Form of Certificates. Certificated shares shall be of such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts:
(a) That the Company is organized under the laws of the Commonwealth of Pennsylvania.
(b) The name of the registered holder of the shares represented by the certificate.
(c) The number and class of shares and the designation of the series, if any, which such certificate represents.
Section 602. Authority to Sign Share Certificates. Every share certificate of the Corporation shall be signed by the President or one of the Vice Presidents and by the Secretary or one of the Assistant Secretaries. Certificates may be signed by a- facsimile signature of the President and the Secretary or one of the Senior Vice Presidents or Assistant Secretaries of the Corporation.
Section 603. Transfer of Shares. Transfer of certificated or uncertificated shares shall be made on the books of the Corporation upon surrender of the shares therefor, and, in the case of certificated shares, endorsed by the person named in the certificate or by his attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.

7



Section 604. Lost or Destroyed Certificates. Any person claiming a share certificate to be lost, destroyed or wrongfully taken shall receive a replacement certificate if such person shall have: (a) requested such replacement certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) provided the Corporation with an indemnity agreement satisfactory in form and substance to the Board of Directors, or the President or the Secretary; and (c) satisfied any other reasonable requirements (including providing an affidavit and a surety bond) fixed by the Board of Directors, or the President or the Secretary.
Section 605. Transfer Agents and Registrars. The Board of Directors may appoint one (1) or more transfer agents and one (1) or more registrars, each of which shall be a registered transfer agent or registrar or shall be an incorporated bank or trust company, either domestic or foreign, either independent or a subsidiary of the Corporation, which shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.
ARTICLE VII. GENERAL.
Section 701. Fiscal Year. The fiscal year of the Corporation shall begin on the first (1st) day of January in each year and end on the thirty-first (31st) day of December in each year.
Section 702. Record Date. The Board of Directors may in the manner permitted by law fix a time prior to the date of any meeting of shareholders, or the date for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or will go into effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meetings, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares.
Section 703. Absentee Participation in Meetings. One (1) or more Directors may participate in a meeting of the Board of Directors, or of a Committee of the Board, by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other.
Section 704. Emergency Bylaws. In the event of any emergency resulting from armed conflicts involving the United States military, terrorist attacks in the United States, nuclear or natural disasters, or similar catastrophes, and during the continuance of such emergency, the following Bylaw provisions shall be in effect, notwithstanding any other provisions of the Bylaws:
(a) A meeting of the Board of Directors or of any Committee thereof may be called by any Officer or Director upon one (1) hour’s notice to all persons entitled to notice whom, in the sole judgment of the notifier, it is feasible to notify;
(b) The Director or Directors in attendance at the meeting of the Board of Directors or of any Committee thereof shall constitute a quorum; and
(c) These Bylaws may be amended or repealed, in whole or in part, by a majority vote of the Directors attending any meeting of the Board of Directors, provided such amendment or repeal shall only be effective for the duration of such emergency.
Section 705. Severability. If any provision of these Bylaws is illegal or unenforceable as such, such illegality or unenforceability shall not affect any other provision of these Bylaws and such other provisions shall continue in full force and effect.
ARTICLE VIII. AMENDMENT OR REPEAL.
Section 801. Amendment or Repeal by the Board of Directors. These Bylaws may be amended or repealed, in whole or in part, by a majority vote of members of the Board of Directors at any regular or special meeting of the Board duly convened. Notice need not be given of the purpose of the meeting of the Board of Directors at which the amendment or repeal is to be considered.
Section 802. Recording Amendments and Repeals. The text of all amendments and repeals to these Bylaws shall be attached to the Bylaws with a notation of the date and vote of such amendment or repeal.
ARTICLE IX. APPROVAL OF AMENDED BYLAWS AND RECORD OF AMENDMENTS AND REPEALS.
Section 901. Approval and Effective Date. These Bylaws have been approved as the Bylaws of the Corporation this 23rd day of February, 1983, and shall be effected as of said date.
Section 902. Amendments or Repeals.

8



Section Involved
 
Date Amended/Repealed
 
Approved By
 
 
 
 
 
Article V Indemnification
 
Amended April 27, 1988
 
Shareholders at Annual Meeting
 
 
 
 
 
Article VI Shares of Capital Stock Sec. 601
 
Amended September 27, 1994
 
Board of Directors at bi-Monthly Meeting
 
 
 
 
 
Article II Eligibility and Mandatory Retirement Sec. 204
 
Amended April 7, 1995
 
Board of Directors at Special Meeting
 
 
 
 
 
Article II Vacancies Sec. 207
 
Amended April 7, 1995
 
Board of Directors at Special Meeting
 
 
 
 
 
Article I Quorum of Shareholders Sec. 105
 
Amended October 11, 2001
 
Board of Directors at Special Meeting
 
 
 
 
 
Amendment and Restatement
 
Amended June 14, 2005
 
Board of Directors at Regular Meeting
 
 
 
 
 
Article II Eligibility and Mandatory Retirement Sec. 204
 
Amended November 22, 2011
 
Board of Directors at Regular Meeting
 
 
 
 
 
Article I Meetings of Shareholders Sec. 101 and Sec. 105
 
Amended April 2, 2020
 
Unanimous Written Consent of Directors


9
Exhibit


Exhibit 31(i)
 
Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer
 
I, Richard A. Grafmyre, certify that:
 
1.             I have reviewed this quarterly report on Form 10-Q of Penns Woods Bancorp, Inc.;
 
2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
 
4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
 
a.              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.              designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.               evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.              disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
 
a.              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.              any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:    
May 8, 2020
/s/ Richard A. Grafmyre
 
 
Richard A. Grafmyre
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)


Exhibit


Exhibit 31(ii)
 
Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer
 
I, Brian L. Knepp, certify that:
 
1.             I have reviewed this quarterly report on Form 10-Q of Penns Woods Bancorp, Inc.;
 
2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.              designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.               evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.              disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
 
a.              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.              any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:   
May 8, 2020
/s/ Brian L. Knepp
 
 
Brian L. Knepp
 
 
President and Chief Financial Officer
 
 
(Principal Financial Officer and Principal Accounting Officer)


Exhibit


Exhibit 32 (i)
 
CERTIFICATION SECTION 1350
 
In connection with the Quarterly Report of Penns Woods Bancorp, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard A. Grafmyre, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)                                 the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)                                 the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
/s/ Richard A. Grafmyre
 
Richard A. Grafmyre
 
Chief Executive Officer
 
 
 
May 8, 2020
 


Exhibit


Exhibit 32 (ii)
 
CERTIFICATION SECTION 1350
 
In connection with the Quarterly Report of Penns Woods Bancorp, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian L. Knepp, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)                                 the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)                                 the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
/s/ Brian L. Knepp
 
Brian L. Knepp
 
President and Chief Financial Officer
 
 
 
May 8, 2020
 


v3.20.1
Fair Value Measurements - Recurring Assets (Details) - Recurring - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Mortgage-backed securities    
Fair Value Measurements [Abstract]    
Total assets, fair value $ 4,999 $ 4,966
State and political securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 92,040 82,286
Other debt securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 58,483 61,367
Other equity securities - Available for sales    
Fair Value Measurements [Abstract]    
Total assets, fair value 1,281 1,261
Other equity securities - Trading    
Fair Value Measurements [Abstract]    
Total assets, fair value 37 51
Level I | Mortgage-backed securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Level I | State and political securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Level I | Other debt securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Level I | Other equity securities - Available for sales    
Fair Value Measurements [Abstract]    
Total assets, fair value 1,281 1,261
Level I | Other equity securities - Trading    
Fair Value Measurements [Abstract]    
Total assets, fair value 37 51
Level II | Mortgage-backed securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 4,999 4,966
Level II | State and political securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 92,040 82,286
Level II | Other debt securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 58,483 61,367
Level II | Other equity securities - Available for sales    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Level II | Other equity securities - Trading    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Level III | Mortgage-backed securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Level III | State and political securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Level III | Other debt securities    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Level III | Other equity securities - Available for sales    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Level III | Other equity securities - Trading    
Fair Value Measurements [Abstract]    
Total assets, fair value $ 0 $ 0
v3.20.1
Loans - Allowance for Loan Losses (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
Dec. 31, 2018
Ending allowance balance attributable to loans:        
Individually evaluated for impairment $ 1,244 $ 1,393    
Collectively evaluated for impairment 11,256 10,501    
Total ending allowance balance 12,500 11,894 $ 13,792 $ 13,837
Loans:        
Individually evaluated for impairment 16,402 17,247    
Collectively evaluated for impairment 1,331,639 1,337,110    
Total 1,348,041 1,354,357    
Commercial, financial, and agricultural        
Ending allowance balance attributable to loans:        
Individually evaluated for impairment 0 0    
Collectively evaluated for impairment 1,897 1,779    
Total ending allowance balance 1,897 1,779 1,732 1,680
Loans:        
Individually evaluated for impairment 2,025 2,285    
Collectively evaluated for impairment 156,125 153,928    
Total 158,150 156,213    
Real Estate Mortgages | Residential        
Ending allowance balance attributable to loans:        
Individually evaluated for impairment 177 211    
Collectively evaluated for impairment 4,360 4,095    
Total ending allowance balance 4,537 4,306 5,730 5,616
Loans:        
Individually evaluated for impairment 5,730 6,176    
Collectively evaluated for impairment 610,424 617,080    
Total 616,154 623,256    
Real Estate Mortgages | Commercial        
Ending allowance balance attributable to loans:        
Individually evaluated for impairment 1,062 1,104    
Collectively evaluated for impairment 2,352 2,106    
Total ending allowance balance 3,414 3,210 3,802 4,047
Loans:        
Individually evaluated for impairment 8,561 8,575    
Collectively evaluated for impairment 352,176 354,686    
Total 360,737 363,261    
Real Estate Mortgages | Construction        
Ending allowance balance attributable to loans:        
Individually evaluated for impairment 0 0    
Collectively evaluated for impairment 160 118    
Total ending allowance balance 160 118 130 143
Loans:        
Individually evaluated for impairment 65 65    
Collectively evaluated for impairment 39,232 38,002    
Total 39,297 38,067    
Consumer automobile loans        
Ending allowance balance attributable to loans:        
Individually evaluated for impairment 5 62    
Collectively evaluated for impairment 1,850 1,718    
Total ending allowance balance 1,855 1,780 1,402 1,328
Loans:        
Individually evaluated for impairment 21 130    
Collectively evaluated for impairment 151,694 150,387    
Total 151,715 150,517    
Other consumer installment loans        
Ending allowance balance attributable to loans:        
Individually evaluated for impairment 0 16    
Collectively evaluated for impairment 267 262    
Total ending allowance balance 267 278 278 259
Loans:        
Individually evaluated for impairment 0 16    
Collectively evaluated for impairment 21,988 23,027    
Total 21,988 23,043    
Unallocated        
Ending allowance balance attributable to loans:        
Individually evaluated for impairment 0 0    
Collectively evaluated for impairment 370 423    
Total ending allowance balance $ 370 $ 423 $ 718 $ 764
v3.20.1
Net Periodic Benefit Cost-Defined Benefit Plans
3 Months Ended
Mar. 31, 2020
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract]  
Net Periodic Benefit Cost-Defined Benefit Plans 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.
v3.20.1
Recent Accounting Pronouncements
3 Months Ended
Mar. 31, 2020
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
Recent Accounting Pronouncements 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.

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
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.
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.
v3.20.1
Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments 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.

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.

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).
v3.20.1
Fair Value of Financial Instruments (Tables)
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Schedule of fair value of financial instruments

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
v3.20.1
Accumulated Other Comprehensive Gain (Loss) - Schedule of Reclassifications out of AOCI (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Reclassifications out of accumulated other comprehensive income    
Net unrealized gain on available for sale securities $ 21 $ 13
Income tax effect (661) (812)
Net unrecognized pension costs (5,667) (5,501)
Net Income 3,073 3,944
Amount Reclassified from Accumulated Other Comprehensive Loss | Net unrealized gain on available for sale securities    
Reclassifications out of accumulated other comprehensive income    
Net unrealized gain on available for sale securities 21 13
Income tax effect (4) (3)
Net Income 17 10
Amount Reclassified from Accumulated Other Comprehensive Loss | Defined Benefit Plan    
Reclassifications out of accumulated other comprehensive income    
Income tax effect 8 10
Net unrecognized pension costs (41) (47)
Net Income $ (33) $ (37)
v3.20.1
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 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) 0
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 0 77
Purchases of trading securities 0 (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 0
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 0
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) 0
Investment in limited partnership (370) 0
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 0 0
Non-cash investing and financing activities:    
Right-of-use lease assets obtained in exchange for lessee finance lease liabilities 0 6,026
Right-of-use lease assets obtained in exchange for lessee operating lease liabilities 0 4,298
Transfer of loans to foreclosed real estate $ 139 $ 51
v3.20.1
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 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:    
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
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 (in dollars per share) $ 0.44 $ 0.56
Earnings per share - diluted (in dollars per share) $ 0.43 $ 0.56
Weighted average shares outstanding - basic (in shares) 7,040,740 7,037,628
Weighted average shares outstanding - diluted (in shares) 7,102,990 7,037,628
Dividends declared per share (in dollars per share) $ 0.32 $ 0.31
Service charges    
NON-INTEREST INCOME:    
Service charges, insurance commissions, brokerage commissions, and debit card fees $ 549 $ 562
Insurance Commissions    
NON-INTEREST INCOME:    
Service charges, insurance commissions, brokerage commissions, and debit card fees 127 134
Brokerage Commissions    
NON-INTEREST INCOME:    
Service charges, insurance commissions, brokerage commissions, and debit card fees 369 323
Debit Card    
NON-INTEREST INCOME:    
Service charges, insurance commissions, brokerage commissions, and debit card fees $ 274 $ 310
v3.20.1
Investment Securities (Tables)
3 Months Ended
Mar. 31, 2020
Investments, Debt and Equity Securities [Abstract]  
Schedule of amortized cost, gross unrealized gains and losses, and fair values of equity and trading 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

 
 
 
 
 
 
 
 
 


Schedule of gross unrealized losses and fair value
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
)
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
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
)
 
 
 
 
 
 
 
 
 
 
 
 
 

Schedule of amortized cost and fair value of debt securities by contractual maturity
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


Schedule of gross realized gains and losses
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

 
 
 
 
 


Schedule of unrealized and realized gains and losses recognized in net income 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

 
 
 
 
 

v3.20.1
Subsequent Events (Notes)
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events 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.
v3.20.1
Investment Securities - Amortized Cost and Fair Value of Debt Securities (Details)
$ in Thousands
Mar. 31, 2020
USD ($)
Amortized Cost  
Due in one year or less $ 5,642
Due after one year to five years 55,063
Due after five years to ten years 67,078
Due after ten years 23,959
Total 151,742
Fair Value  
Due in one year or less 5,657
Due after one year to five years 55,073
Due after five years to ten years 70,403
Due after ten years 24,389
Total $ 155,522
v3.20.1
Loans - Aging Categories of Loans by Segment (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
Dec. 31, 2018
Aging categories of loans by segment        
Current $ 1,325,684 $ 1,334,612    
Past due 30 to 89 days 11,057 7,324    
Past due 90 days or more & still accruing 1,503 2,047    
Non-accrual 9,797 10,374    
Total 1,348,041 1,354,357    
Net deferred loan fees and discounts 1,359 1,187    
Allowance for loan losses (12,500) (11,894) $ (13,792) $ (13,837)
Current loans, net 1,314,543 1,323,905    
Loans, net 1,336,900 1,343,650    
Commercial, financial, and agricultural        
Aging categories of loans by segment        
Current 155,692 153,737    
Past due 30 to 89 days 489 249    
Past due 90 days or more & still accruing 31 30    
Non-accrual 1,938 2,197    
Total 158,150 156,213    
Allowance for loan losses (1,897) (1,779) (1,732) (1,680)
Real Estate Mortgages | Residential        
Aging categories of loans by segment        
Current 607,445 615,580    
Past due 30 to 89 days 6,321 4,881    
Past due 90 days or more & still accruing 1,383 1,529    
Non-accrual 1,005 1,266    
Total 616,154 623,256    
Allowance for loan losses (4,537) (4,306) (5,730) (5,616)
Real Estate Mortgages | Commercial        
Aging categories of loans by segment        
Current 351,202 355,597    
Past due 30 to 89 days 2,795 775    
Past due 90 days or more & still accruing 0 164    
Non-accrual 6,740 6,725    
Total 360,737 363,261    
Allowance for loan losses (3,414) (3,210) (3,802) (4,047)
Real Estate Mortgages | Construction        
Aging categories of loans by segment        
Current 39,003 37,871    
Past due 30 to 89 days 230 131    
Past due 90 days or more & still accruing 0 0    
Non-accrual 64 65    
Total 39,297 38,067    
Allowance for loan losses (160) (118) (130) (143)
Consumer automobile loans        
Aging categories of loans by segment        
Current 150,891 149,703    
Past due 30 to 89 days 700 709    
Past due 90 days or more & still accruing 74 0    
Non-accrual 50 105    
Total 151,715 150,517    
Allowance for loan losses (1,855) (1,780) (1,402) (1,328)
Other consumer installment loans        
Aging categories of loans by segment        
Current 21,451 22,124    
Past due 30 to 89 days 522 579    
Past due 90 days or more & still accruing 15 324    
Non-accrual 0 16    
Total 21,988 23,043    
Allowance for loan losses $ (267) $ (278) $ (278) $ (259)
v3.20.1
Leases - Lease Cost (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Finance Lease Cost:    
Amortization of right-of-use asset $ 50 $ 65
Interest expense 53 56
Operating lease cost 91 88
Variable lease cost 0 1
Total Lease Cost $ 194 $ 210
v3.20.1
Stock Options - Narrative (Details) - USD ($)
3 Months Ended
Mar. 11, 2020
Mar. 15, 2019
Aug. 24, 2018
Jan. 05, 2018
Mar. 24, 2017
Aug. 27, 2015
Mar. 31, 2020
Mar. 31, 2019
Jan. 01, 2020
Dec. 31, 2019
Dec. 31, 2018
Employee Stock Purchase Plan                      
Options, outstanding (in shares)           35,250 864,300 635,550 635,550 625,800 395,550
Granted (in shares)           58,125 238,500 240,000      
Granted (in dollars per share)           $ 28.02 $ 25.34 $ 28.01      
Exercisable period (in years)           5 years          
Expiration (in years)           10 years          
Employee Stock Option                      
Employee Stock Purchase Plan                      
Expiration (in years)             10 years        
Compensation expense             $ 198,000 $ 136,000      
Number of exercisable options (in shares)             62,625        
Weighted average remaining contractual term (in years)             8 years 8 months 1 day        
Fair value of options granted             $ 1,343,000        
Fair value of options granted (in dollars per share)             $ 5.63        
Unrecognized compensation cost for non-vested shares             $ 2,642,000        
Period for recognition (in years)             1 year 7 months 28 days        
Tranche One                      
Employee Stock Purchase Plan                      
Options, outstanding (in shares) 119,300 118,950 73,350 18,750 62,625            
Granted (in shares) 119,300 120,900 75,300 18,750 69,375   119,300        
Granted (in dollars per share) $ 25.34 $ 28.01 $ 30.67 $ 30.07 $ 29.47            
Exercisable period (in years) 3 years 3 years 3 years 3 years 3 years            
Expiration (in years) 10 years 10 years 10 years 10 years 10 years            
Tranche One | Employee Stock Option                      
Employee Stock Purchase Plan                      
Exercisable period (in years)             3 years        
Tranche Two                      
Employee Stock Purchase Plan                      
Options, outstanding (in shares) 119,200 117,300 145,200 18,750 35,625            
Granted (in shares) 119,200 119,100 149,250 18,750 35,625   119,200        
Granted (in dollars per share) $ 25.34 $ 28.01 $ 30.67 $ 30.07 $ 29.47            
Exercisable period (in years) 5 years 5 years 5 years 5 years 5 years            
Expiration (in years) 10 years 10 years 10 years 10 years 10 years            
Tranche Two | Employee Stock Option                      
Employee Stock Purchase Plan                      
Exercisable period (in years)             5 years        
v3.20.1
Cover Page - shares
3 Months Ended
Mar. 31, 2020
May 01, 2020
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2020  
Document Transition Report false  
Entity File Number 0-17077  
Entity Registrant Name PENNS WOODS BANCORP INC  
Entity Incorporation, State or Country Code PA  
Entity Address, Address Line One 300 Market Street, P.O. Box 967  
Entity Tax Identification Number 23-2226454  
Entity Address, City or Town Williamsport  
Entity Address, State or Province PA  
Postal Zip Code 17703-0967  
City Area Code 570  
Local Phone Number 322-1111  
Title of 12(b) Security Common stock, $5.55 par value  
Trading Symbol PWOD  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Other Identification Type Yes  
Entity Filer Category Accelerated Filer  
Smaller Reporting Company true  
Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   7,041,580
Entity Central Index Key 0000716605  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1  
v3.20.1
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement of Comprehensive Income [Abstract]    
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
v3.20.1
Basis of Presentation
3 Months Ended
Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation 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.
v3.20.1
Per Share Data (Tables)
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Schedule of weighted average common shares (denominator) used in the basic and dilutive earnings per share computation
 
 
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


v3.20.1
Reclassification of Comparative Amounts
3 Months Ended
Mar. 31, 2020
Reclassification of Comparative Amounts  
Reclassification of Comparative Amounts 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.
v3.20.1
Investment Securities - Total Gross Proceeds from Sales of Securities (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Available for sale (AFS):    
Available-for-sale securities, gross realized gains $ 21 $ 19
Available-for-sale securities, gross realized losses 0 6
State and political securities    
Available for sale (AFS):    
Available-for-sale securities, gross realized gains 1 15
Available-for-sale securities, gross realized losses 0 2
Other debt securities    
Available for sale (AFS):    
Available-for-sale securities, gross realized gains 20 4
Available-for-sale securities, gross realized losses $ 0 $ 4
v3.20.1
Loans - Interest Income (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Interest Income That Would Have Been Recorded Based on Original Term and Rate $ 62 $ 150
Interest Income Recorded on a Cash Basis 0 104
Commercial, financial, and agricultural    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Interest Income That Would Have Been Recorded Based on Original Term and Rate 9 24
Interest Income Recorded on a Cash Basis 0 39
Real Estate Mortgages | Residential    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Interest Income That Would Have Been Recorded Based on Original Term and Rate 9 33
Interest Income Recorded on a Cash Basis 0 23
Real Estate Mortgages | Commercial    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Interest Income That Would Have Been Recorded Based on Original Term and Rate 42 89
Interest Income Recorded on a Cash Basis 0 40
Real Estate Mortgages | Construction    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Interest Income That Would Have Been Recorded Based on Original Term and Rate 0 1
Interest Income Recorded on a Cash Basis 0 1
Consumer automobile loans    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Interest Income That Would Have Been Recorded Based on Original Term and Rate 2 2
Interest Income Recorded on a Cash Basis 0 1
Other consumer installment loans    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Interest Income That Would Have Been Recorded Based on Original Term and Rate 0 1
Interest Income Recorded on a Cash Basis $ 0 $ 0
v3.20.1
Reclassification of Comparative Amounts (Details)
3 Months Ended
Mar. 31, 2020
USD ($)
Reclassification of Comparative Amounts  
Effect of reclassification adjustment on net income or shareholders' equity $ 0
v3.20.1
Leases - Assets and Liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Leases [Abstract]    
Finance lease right of use assets $ 5,406 $ 5,456
Finance lease liabilities $ 5,570 $ 5,587
v3.20.1
Fair Value of Financial Instruments (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Financial assets:    
Restricted investment in bank stock, at fair value $ 14,611 $ 13,528
Bank-owned life insurance 29,228 29,253
Accrued interest receivable 5,307 5,246
Financial liabilities:    
Interest-bearing deposits 993,975 989,259
Noninterest-bearing deposits 332,759 334,746
Level I    
Financial assets:    
Cash and cash equivalents 77,761 48,589
Restricted investment in bank stock, at fair value 14,611 13,528
Loans held for sale 4,294 4,232
Loans, net 0 0
Bank-owned life insurance 29,228 29,253
Accrued interest receivable 5,307 5,246
Financial liabilities:    
Interest-bearing deposits 618,680 611,374
Noninterest-bearing deposits 332,759 334,746
Short-term borrowings 17,741 4,920
Long-term borrowings 0 0
Accrued interest payable 1,635 1,671
Level II    
Financial assets:    
Cash and cash equivalents 0 0
Restricted investment in bank stock, at fair value 0 0
Loans held for sale 0 0
Loans, net 0 0
Bank-owned life insurance 0 0
Accrued interest receivable 0 0
Financial liabilities:    
Interest-bearing deposits 0 0
Noninterest-bearing deposits 0 0
Short-term borrowings 0 0
Long-term borrowings 0 0
Accrued interest payable 0 0
Level III    
Financial assets:    
Cash and cash equivalents 0 0
Restricted investment in bank stock, at fair value 0 0
Loans held for sale 0 0
Loans, net 1,325,148 1,346,395
Bank-owned life insurance 0 0
Accrued interest receivable 0 0
Financial liabilities:    
Interest-bearing deposits 380,899 379,373
Noninterest-bearing deposits 0 0
Short-term borrowings 0 0
Long-term borrowings 176,801 163,931
Accrued interest payable 0 0
Carrying Value    
Financial assets:    
Cash and cash equivalents 77,761 48,589
Restricted investment in bank stock, at fair value 14,611 13,528
Loans held for sale 4,294 4,232
Loans, net 1,336,900 1,343,650
Bank-owned life insurance 29,228 29,253
Accrued interest receivable 5,307 5,246
Financial liabilities:    
Interest-bearing deposits 993,975 989,259
Noninterest-bearing deposits 332,759 334,746
Short-term borrowings 17,741 4,920
Long-term borrowings 171,903 161,920
Accrued interest payable 1,635 1,671
Fair Value    
Financial assets:    
Cash and cash equivalents 77,761 48,589
Restricted investment in bank stock, at fair value 14,611 13,528
Loans held for sale 4,294 4,232
Loans, net 1,325,148 1,346,395
Bank-owned life insurance 29,228 29,253
Accrued interest receivable 5,307 5,246
Financial liabilities:    
Interest-bearing deposits 999,579 990,747
Noninterest-bearing deposits 332,759 334,746
Short-term borrowings 17,741 4,920
Long-term borrowings 176,801 163,931
Accrued interest payable $ 1,635 $ 1,671
v3.20.1
Off Balance Sheet Risk (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Off Balance Sheet Risk    
Contract amounts representing credit risk $ 208,743 $ 204,242
Commitments to extend credit    
Off Balance Sheet Risk    
Contract amounts representing credit risk 191,676 187,778
Standby letters of credit    
Off Balance Sheet Risk    
Contract amounts representing credit risk $ 9,976 9,638
Coverage period for instrument (in years) 1 year  
Credit exposure from the sale of assets with recourse    
Off Balance Sheet Risk    
Contract amounts representing credit risk $ 7,091 $ 6,826
v3.20.1
Loans - Schedule of Concentration Risk (Details) - Owners of rental properties - Financing receivable
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Residential    
Concentration Risk [Line Items]    
Concentration of loans (as a percent) 16.04% 14.82%
Commercial    
Concentration Risk [Line Items]    
Concentration of loans (as a percent) 12.53% 12.07%
v3.20.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements 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.
 
 
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












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.
v3.20.1
Loans
3 Months Ended
Mar. 31, 2020
Loans and Leases Receivable Disclosure [Abstract]  
Loans 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


 
 
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
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


 
 
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.

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.





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:
 
 
 
 
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


 
 
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


v3.20.1
Accumulated Other Comprehensive Gain (Loss)
3 Months Ended
Mar. 31, 2020
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]  
Accumulated Other Comprehensive Gain (Loss) 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
)
 
 
v3.20.1
Stock Options (Tables)
3 Months Ended
Mar. 31, 2020
Share-based Payment Arrangement [Abstract]  
Schedule of Share-based Compensation, Stock Options Granted
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
















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

 

 
$


v3.20.1
Per Share Data - Narrative (Details) - $ / shares
3 Months Ended
Mar. 31, 2020
Jan. 01, 2020
Dec. 31, 2019
Mar. 31, 2019
Dec. 31, 2018
Aug. 27, 2015
Earnings Per Share [Abstract]            
Convertible securities which would affect denominator in calculating basic and dilutive earnings per share (in shares) 0          
Options, outstanding (in shares) 864,300 635,550 625,800 635,550 395,550 35,250
Outstanding, weighted average exercise price (in dollars per share) $ 28.20   $ 29.29 $ 29.29 $ 30.08  
Share price (in dollars per share) $ 29.57   $ 26.91      
v3.20.1
Basis of Presentation (Policies)
3 Months Ended
Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
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.
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.

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
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.
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.
v3.20.1
Stock Options
3 Months Ended
Mar. 31, 2020
Share-based Payment Arrangement [Abstract]  
Stock Options 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
















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.
v3.20.1
Loans (Tables)
3 Months Ended
Mar. 31, 2020
Loans and Leases Receivable Disclosure [Abstract]  
Schedule of related aging categories of loans by segment
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


 
 
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


Schedule of interest income 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
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


Schedule of recorded investment, unpaid principal balance, and related allowance of impaired loans by segment
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


 
 
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


Schedule of average recorded investment in impaired loans and related interest income recognized
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


Schedule of credit quality categories
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


Schedule of activity in the allowance
Activity in the allowance is presented for the three months ended March 31, 2020 and 2019:
 
 
 
 
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


Schedule of concentration of loan
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
%

Schedule of allowance for loan losses and the recorded investment in loans by portfolio segment based on impairment method
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


 
 
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


v3.20.1
CONSOLIDATED BALANCE SHEET (UNAUDITED) (Parenthetical) - $ / shares
Mar. 31, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Preferred stock, shares authorized (in shares) 3,000,000 3,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in dollars per share) $ 5.55 $ 5.55
Common stock, shares authorized (in shares) 22,500,000 22,500,000
Common stock, shares issued (in shares) 7,521,491 7,520,740
Common stock, shares outstanding (in shares) 7,041,266 7,040,515
Treasury stock (in shares) 480,225 480,225
v3.20.1
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - $ / shares
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement of Stockholders' Equity [Abstract]    
Dividends declared, per share (in dollars per share) $ 0.32 $ 0.31
v3.20.1
Leases - Maturity Schedule (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Operating    
2020 $ 215  
2021 291  
2022 298  
2023 273  
2024 263  
2025 and thereafter 3,176  
Total undiscounted cash flows 4,516  
Discount on cash flows (1,217)  
Total lease liability 3,299 $ 4,170
Finance    
2020 211  
2021 282  
2022 283  
2023 284  
2024 290  
2025 and thereafter 8,004  
Total undiscounted cash flows 9,354  
Discount on cash flows (3,784)  
Total lease liability $ 5,570  
v3.20.1
Stock Options - Schedule of Stock Options Granted (Details) - $ / shares
3 Months Ended
Mar. 11, 2020
Mar. 15, 2019
Aug. 24, 2018
Jan. 05, 2018
Mar. 24, 2017
Aug. 27, 2015
Mar. 31, 2020
Mar. 31, 2019
Jan. 01, 2020
Dec. 31, 2019
Dec. 31, 2018
Employee Stock Purchase Plan                      
Shares (in shares)           58,125 238,500 240,000      
Forfeited (in shares)           (22,875) 0 0      
Outstanding (in shares)           35,250 864,300 635,550 635,550 625,800 395,550
Strike price (in dollars per share)           $ 28.02 $ 25.34 $ 28.01      
Vesting period (in years)           5 years          
Expiration (in years)           10 years          
Tranche One                      
Employee Stock Purchase Plan                      
Shares (in shares) 119,300 120,900 75,300 18,750 69,375   119,300        
Forfeited (in shares) 0 (1,950) (1,950) 0 (6,750)            
Outstanding (in shares) 119,300 118,950 73,350 18,750 62,625            
Strike price (in dollars per share) $ 25.34 $ 28.01 $ 30.67 $ 30.07 $ 29.47            
Vesting period (in years) 3 years 3 years 3 years 3 years 3 years            
Expiration (in years) 10 years 10 years 10 years 10 years 10 years            
Tranche Two                      
Employee Stock Purchase Plan                      
Shares (in shares) 119,200 119,100 149,250 18,750 35,625   119,200        
Forfeited (in shares) 0 (1,800) (4,050) 0 0            
Outstanding (in shares) 119,200 117,300 145,200 18,750 35,625            
Strike price (in dollars per share) $ 25.34 $ 28.01 $ 30.67 $ 30.07 $ 29.47            
Vesting period (in years) 5 years 5 years 5 years 5 years 5 years            
Expiration (in years) 10 years 10 years 10 years 10 years 10 years            
v3.20.1
Loans - Average Recorded Investment - Impaired Loans (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Credit Quality and Related Allowance for Loan Losses    
Average Investment in Impaired Loans $ 16,825 $ 20,677
Interest Income Recognized on an Accrual Basis on Impaired Loans 84 60
Interest Income Recognized on a Cash Basis on Impaired Loans 0 93
Commercial, financial, and agricultural    
Credit Quality and Related Allowance for Loan Losses    
Average Investment in Impaired Loans 2,155 5,302
Interest Income Recognized on an Accrual Basis on Impaired Loans 1 1
Interest Income Recognized on a Cash Basis on Impaired Loans 0 38
Real Estate Mortgages | Residential    
Credit Quality and Related Allowance for Loan Losses    
Average Investment in Impaired Loans 5,953 4,163
Interest Income Recognized on an Accrual Basis on Impaired Loans 57 28
Interest Income Recognized on a Cash Basis on Impaired Loans 0 17
Real Estate Mortgages | Commercial    
Credit Quality and Related Allowance for Loan Losses    
Average Investment in Impaired Loans 8,568 11,069
Interest Income Recognized on an Accrual Basis on Impaired Loans 26 31
Interest Income Recognized on a Cash Basis on Impaired Loans 0 36
Real Estate Mortgages | Construction    
Credit Quality and Related Allowance for Loan Losses    
Average Investment in Impaired Loans 65 73
Interest Income Recognized on an Accrual Basis on Impaired Loans 0 0
Interest Income Recognized on a Cash Basis on Impaired Loans 0 1
Consumer automobile loans    
Credit Quality and Related Allowance for Loan Losses    
Average Investment in Impaired Loans 76 52
Interest Income Recognized on an Accrual Basis on Impaired Loans 0 0
Interest Income Recognized on a Cash Basis on Impaired Loans 0 1
Other consumer installment loans    
Credit Quality and Related Allowance for Loan Losses    
Average Investment in Impaired Loans 8 18
Interest Income Recognized on an Accrual Basis on Impaired Loans 0 0
Interest Income Recognized on a Cash Basis on Impaired Loans $ 0 $ 0
v3.20.1
Investment Securities - Narrative (Details)
3 Months Ended
Mar. 31, 2020
USD ($)
security
Mar. 31, 2019
USD ($)
Dec. 31, 2019
USD ($)
Investments, Debt and Equity Securities [Abstract]      
Number of individual securities that were in a continuous unrealized loss position for less than twelve months (in securities) | security 24    
Number of individual securities that were in a continuous unrealized loss position for greater than twelve months (in securities) | security 9    
Gross proceeds from sales of securities $ 2,774,000 $ 6,986,000  
Impairment charges 0 $ 0  
Carrying value of investment securities pledged 87,695,000   $ 74,163,000
Fair value $ 1,281,000   $ 1,261,000
v3.20.1
Loans - Narrative (Details)
3 Months Ended
Mar. 31, 2020
USD ($)
category
class
contract
component
Mar. 31, 2019
contract
Dec. 31, 2019
USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Financing receivable individually evaluated for impairment minimum amount $ 100,000    
Individually evaluated for impairment $ 100,000    
Payment delays limit (in days) 90 days    
Impaired financing receivable commitment to lend $ 4,000    
Period to classify TDR non performing loans to performing (in months) 6 months    
Number of loan modifications | contract 0 0  
Number of TDRs that defaulted | contract 3    
Recorded investment $ 12,885,000   $ 13,282,000
Real estate acquired through foreclosure 393,000   493,000
Mortgage loans in process of foreclosure, amount $ 421,000   $ 32,000
Number of categories considered not criticized and rated as, Pass | category 6    
Minimum period after which loans are considered as substandard (in days) 90 days    
Number of components that represents the allowance for loan losses | component 2    
Number of classes that groups of loans are collectively evaluated for impairment | class 2    
Real Estate      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Number of categories in which real estate loans segmented | category 3    
Jersey Shore State Bank      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Amount after which external annual loan review of commercial relationships performed, minimum $ 1,750,000    
Luzerne National Bank Corporation      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Amount after which external annual loan review of commercial relationships performed, minimum $ 1,500,000    
Commercial, financial, and agricultural      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Number of TDRs that defaulted | contract 2    
Troubled debt restructuring, default amount $ 1,112,000    
Commercial | Real Estate Mortgages      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Number of TDRs that defaulted | contract 1    
Troubled debt restructuring, default amount $ 1,040,000    
COVID-19 Modifications | Rate modification      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Number of loan modifications | contract 23    
Recorded investment $ 2,476,000    
COVID-19 Modifications | Payment deferral      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Number of loan modifications | contract 36    
Recorded investment $ 4,044,000    
v3.20.1
Net Periodic Benefit Cost-Defined Benefit Plans (Details) - USD ($)
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Net periodic benefit cost of the domestic non-contributory defined benefit plan      
Interest cost $ 160,000 $ 191,000  
Expected return on plan assets (318,000) (249,000)  
Amortization of net loss 41,000 47,000  
Net periodic benefit (117,000) $ (11,000)  
Expected contribution to Pension Plan (minimum)     $ 500,000
Employer contributions made to the defined benefit plan 1,000,000    
Anticipated additional contributions anticipated during the remainder of the year (at least) $ 250,000    
v3.20.1
Loans - Credit Quality Indicators (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Credit quality categories    
Total $ 1,348,041 $ 1,354,357
Pass    
Credit quality categories    
Total 1,322,930 1,328,050
Special Mention    
Credit quality categories    
Total 10,588 10,690
Substandard    
Credit quality categories    
Total 14,523 15,617
Commercial, financial, and agricultural    
Credit quality categories    
Total 158,150 156,213
Commercial, financial, and agricultural | Pass    
Credit quality categories    
Total 151,756 149,349
Commercial, financial, and agricultural | Special Mention    
Credit quality categories    
Total 3,154 3,174
Commercial, financial, and agricultural | Substandard    
Credit quality categories    
Total 3,240 3,690
Consumer automobile    
Credit quality categories    
Total 151,715 150,517
Consumer automobile | Pass    
Credit quality categories    
Total 151,715 150,517
Consumer automobile | Special Mention    
Credit quality categories    
Total 0 0
Consumer automobile | Substandard    
Credit quality categories    
Total 0 0
Other consumer installment loans    
Credit quality categories    
Total 21,988 23,043
Other consumer installment loans | Pass    
Credit quality categories    
Total 21,985 23,039
Other consumer installment loans | Special Mention    
Credit quality categories    
Total 0 0
Other consumer installment loans | Substandard    
Credit quality categories    
Total 3 4
Residential | Real Estate Mortgages    
Credit quality categories    
Total 616,154 623,256
Residential | Real Estate Mortgages | Pass    
Credit quality categories    
Total 611,584 618,350
Residential | Real Estate Mortgages | Special Mention    
Credit quality categories    
Total 2,416 2,436
Residential | Real Estate Mortgages | Substandard    
Credit quality categories    
Total 2,154 2,470
Commercial | Real Estate Mortgages    
Credit quality categories    
Total 360,737 363,261
Commercial | Real Estate Mortgages | Pass    
Credit quality categories    
Total 346,727 348,864
Commercial | Real Estate Mortgages | Special Mention    
Credit quality categories    
Total 5,018 5,080
Commercial | Real Estate Mortgages | Substandard    
Credit quality categories    
Total 8,992 9,317
Construction | Real Estate Mortgages    
Credit quality categories    
Total 39,297 38,067
Construction | Real Estate Mortgages | Pass    
Credit quality categories    
Total 39,163 37,931
Construction | Real Estate Mortgages | Special Mention    
Credit quality categories    
Total 0 0
Construction | Real Estate Mortgages | Substandard    
Credit quality categories    
Total $ 134 $ 136
v3.20.1
Fair Value Measurements - Non-Recurring Assets (Details) - Nonrecurring - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Impaired loans    
Fair Value Measurements [Abstract]    
Total assets, fair value $ 15,158 $ 15,854
Impaired loans | Level I    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Impaired loans | Level II    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Impaired loans | Level III    
Fair Value Measurements [Abstract]    
Total assets, fair value 15,158 15,854
Other real estate owned    
Fair Value Measurements [Abstract]    
Total assets, fair value 308 413
Other real estate owned | Level I    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Other real estate owned | Level II    
Fair Value Measurements [Abstract]    
Total assets, fair value 0 0
Other real estate owned | Level III    
Fair Value Measurements [Abstract]    
Total assets, fair value $ 308 $ 413
v3.20.1
Investment Securities - Amortized Cost and Fair Values of Investment Securities Available for Sale (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Available for sale (AFS):    
Total $ 151,742  
Fair value 155,522 $ 148,619
Investment equity securities:    
Fair value 1,281 1,261
Trading:    
Fair value 37 51
Mortgage-backed securities    
Available for sale (AFS):    
Total 4,874 4,956
Gross unrealized gains 125 56
Gross unrealized losses 0 (46)
Fair value 4,999 4,966
State and political securities    
Available for sale (AFS):    
Total 87,545 79,064
Gross unrealized gains 4,574 3,299
Gross unrealized losses (79) (77)
Fair value 92,040 82,286
Other debt securities    
Available for sale (AFS):    
Total 59,323 61,492
Gross unrealized gains 543 401
Gross unrealized losses (1,383) (526)
Fair value 58,483 61,367
Total debt securities    
Available for sale (AFS):    
Total 151,742 145,512
Gross unrealized gains 5,242 3,756
Gross unrealized losses (1,462) (649)
Fair value 155,522 148,619
Other equity securities    
Investment equity securities:    
Amortized cost - total 1,300 1,300
Gross unrealized gains 7 0
Gross unrealized losses (26) (39)
Fair value 1,281 1,261
Trading:    
Amortized cost - total 50 50
Gross unrealized gains 0 3
Gross unrealized losses (13) (2)
Fair value $ 37 $ 51
v3.20.1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Schedule of assets reported on the balance sheet at their fair value on a recurring basis
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.
 
 
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


Schedule of assets reported on the consolidated balance sheet at their fair value on a non-recurring basis
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












Schedule of listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques
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.
v3.20.1
Accumulated Other Comprehensive Gain (Loss) - Schedule of AOCI (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance $ 154,982 $ 143,544
Other comprehensive gain before reclassifications 548 1,567
Amounts reclassified from accumulated other comprehensive (loss) gain 16 27
Total other comprehensive gain income 564 1,594
Ending balance 156,588 147,036
Net Unrealized Gain (Loss) on Available for Sale Securities    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance 2,455 (1,360)
Other comprehensive gain before reclassifications 548 1,567
Amounts reclassified from accumulated other comprehensive (loss) gain (17) (10)
Total other comprehensive gain income 531 1,557
Ending balance 2,986 197
Defined Benefit Plan    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance (5,232) (5,276)
Other comprehensive gain before reclassifications 0 0
Amounts reclassified from accumulated other comprehensive (loss) gain 33 37
Total other comprehensive gain income 33 37
Ending balance (5,199) (5,239)
AOCI Attributable to Parent    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance (2,777) (6,636)
Total other comprehensive gain income 564 1,594
Ending balance $ (2,213) $ (5,042)
v3.20.1
Employee Stock Purchase Plan
3 Months Ended
Mar. 31, 2020
Share-based Payment Arrangement [Abstract]  
Employee Stock Purchase Plan 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.
v3.20.1
Per Share Data
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Per Share Data 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


v3.20.1
Fair Value Measurements - Significant Unobservable Inputs (Details) - Nonrecurring
$ in Thousands
Mar. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Level III | Measurement Input, Default Rate | Discounted cash flow    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Impaired loans measurement input 0  
Level III | Measurement Input, Temporary Reduction In Payment | Discounted cash flow | Minimum    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Impaired loans, measurement input percentage 0.17 0.17
Level III | Measurement Input, Temporary Reduction In Payment | Discounted cash flow | Maximum    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Impaired loans, measurement input percentage (0.59) (0.59)
Level III | Measurement Input, Temporary Reduction In Payment | Discounted cash flow | Weighted Average    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Impaired loans, measurement input percentage (0.24) (0.24)
Level III | Measurement Input, Appraised Value | Appraisal of collateral    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Other real estate owned, measurement input percentage (0.20) (0.20)
Level III | Measurement Input, Appraised Value | Appraisal of collateral | Minimum    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Impaired loans, measurement input percentage 0.00 0.00
Level III | Measurement Input, Appraised Value | Appraisal of collateral | Maximum    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Impaired loans, measurement input percentage (0.80) (0.30)
Level III | Measurement Input, Appraised Value | Appraisal of collateral | Weighted Average    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Impaired loans, measurement input percentage (0.10) (0.09)
Other real estate owned, measurement input percentage (0.20) (0.20)
Impaired loans    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Total assets, fair value $ 15,158 $ 15,854
Impaired loans | Level III    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Total assets, fair value 15,158 15,854
Impaired loans | Level III | Discounted cash flow    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Total assets, fair value 6,891 6,950
Impaired loans | Level III | Appraisal of collateral    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Total assets, fair value 8,267 8,904
Other real estate owned    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Total assets, fair value 308 413
Other real estate owned | Level III    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Total assets, fair value 308 413
Other real estate owned | Level III | Appraisal of collateral    
Listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques    
Total assets, fair value $ 308 $ 413
v3.20.1
Employee Stock Purchase Plan (Details) - Employee Stock - USD ($)
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Employee Stock Purchase Plan    
Number of shares allowed to be purchased by employees (in shares) 1,000,000  
Purchase price of the shares with respect to market value (as a percent) 95.00%  
Maximum percentage of base compensation 15.00%  
Maximum market value $ 12,000  
Number of shares issued under the plan (in shares) 751 863
v3.20.1
Loans - Allowance for Credit Losses on Financing Receivables (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Allowance for Loan Losses:    
Beginning Balance $ 11,894 $ 13,837
Charge-offs (230) (458)
Recoveries 86 53
Provision for loan losses 750 360
Ending Balance 12,500 13,792
Commercial, financial, and agricultural    
Allowance for Loan Losses:    
Beginning Balance 1,779 1,680
Charge-offs (14) (50)
Recoveries 21 6
Provision for loan losses 111 96
Ending Balance 1,897 1,732
Real Estate Mortgages | Residential    
Allowance for Loan Losses:    
Beginning Balance 4,306 5,616
Charge-offs (41) (73)
Recoveries 21 1
Provision for loan losses 251 186
Ending Balance 4,537 5,730
Real Estate Mortgages | Commercial    
Allowance for Loan Losses:    
Beginning Balance 3,210 4,047
Charge-offs 0 (139)
Recoveries 0 0
Provision for loan losses 204 (106)
Ending Balance 3,414 3,802
Real Estate Mortgages | Construction    
Allowance for Loan Losses:    
Beginning Balance 118 143
Charge-offs 0 0
Recoveries 2 5
Provision for loan losses 40 (18)
Ending Balance 160 130
Consumer automobile loans    
Allowance for Loan Losses:    
Beginning Balance 1,780 1,328
Charge-offs (75) (100)
Recoveries 1 26
Provision for loan losses 149 148
Ending Balance 1,855 1,402
Other consumer installment loans    
Allowance for Loan Losses:    
Beginning Balance 278 259
Charge-offs (100) (96)
Recoveries 41 15
Provision for loan losses 48 100
Ending Balance 267 278
Unallocated    
Allowance for Loan Losses:    
Beginning Balance 423 764
Charge-offs 0 0
Recoveries 0 0
Provision for loan losses (53) (46)
Ending Balance $ 370 $ 718
v3.20.1
Off Balance Sheet Risk (Tables)
3 Months Ended
Mar. 31, 2020
Off Balance Sheet Risk  
Schedule of Financial instruments whose contract amounts represent 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


v3.20.1
Leases (Tables)
3 Months Ended
Mar. 31, 2020
Leases [Abstract]  
Schedule of Assets and Liabilities

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


Schedule of Lease Cost, Term and Discount Rate
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







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
%

Schedule of Operating Lease Liabillity Maturities
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


Schedule of Finance Lease Liability Maturities
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


v3.20.1
Per Share Data - Composition of Weighted Average Common Shares Used in Earnings per Share Computation (Details) - shares
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Earnings Per Share [Abstract]    
Weighted average common shares issued (in shares) 7,520,965 7,517,853
Weighted average treasury stock shares (in shares) (480,225) (480,225)
Weighted average shares outstanding - basic (in shares) 7,040,740 7,037,628
Dilutive effect of outstanding stock options (in shares) 62,250 0
Weighted average common shares outstanding - basic and diluted (in shares) 7,102,990 7,037,628
v3.20.1
Off-Balance Sheet Risk
3 Months Ended
Mar. 31, 2020
Off Balance Sheet Risk  
Off-Balance Sheet Risk 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.
v3.20.1
Investment Securities
3 Months Ended
Mar. 31, 2020
Investments, Debt and Equity Securities [Abstract]  
Investment Securities 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
)
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
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.

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

 
 
 
 
 

v3.20.1
Net Periodic Benefit Cost-Defined Benefit Plans (Tables)
3 Months Ended
Mar. 31, 2020
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract]  
Schedule of components of the net periodic benefit/cost of the domestic non-contributory defined benefit plan
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
)

v3.20.1
Accumulated Other Comprehensive Gain (Loss) (Tables)
3 Months Ended
Mar. 31, 2020
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]  
Schedule of changes in accumulated other comprehensive income by component

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
)


Schedule of reclassifications out of accumulated other comprehensive income 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
)
 
 
v3.20.1
Leases
3 Months Ended
Mar. 31, 2020
Leases [Abstract]  
Leases 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







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
%

Leases 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







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
%

v3.20.1
CONSOLIDATED BALANCE SHEET (UNAUDITED) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 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 0 0
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
v3.20.1
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($)
$ in Thousands
Total
COMMON STOCK
ADDITIONAL PAID-IN CAPITAL
RETAINED EARNINGS
ACCUMULATED OTHER COMPREHENSIVE LOSS
TREASURY STOCK
NON-CONTROLLING INTEREST
Beginning balance (in shares) at Dec. 31, 2018   7,517,547          
Beginning balance at Dec. 31, 2018 $ 143,544 $ 41,763 $ 50,737 $ 69,787 $ (6,636) $ (12,115) $ 8
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net income 3,946     3,944     2
Other comprehensive income 1,594       1,594    
Stock-based compensation 136   136        
Dividends declared (2,205)     (2,205)      
Common shares issued for employee stock purchase plan 21 $ 4 17        
Ending balance (in shares) at Mar. 31, 2019   7,518,410          
Ending balance at Mar. 31, 2019 147,036 $ 41,767 50,890 71,526 (5,042) (12,115) 10
Beginning balance (in shares) at Dec. 31, 2019   7,520,740          
Beginning balance at Dec. 31, 2019 154,982 $ 41,782 51,487 76,583 (2,777) (12,115) 22
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Net income 3,077     3,073     4
Other comprehensive income 564       564    
Stock-based compensation 198   198        
Dividends declared (2,253)     (2,253)      
Common shares issued for employee stock purchase plan 20 $ 4 16        
Ending balance (in shares) at Mar. 31, 2020   7,521,491          
Ending balance at Mar. 31, 2020 $ 156,588 $ 41,786 $ 51,701 $ 77,403 $ (2,213) $ (12,115) $ 26
v3.20.1
Leases - Weighted Average Term and Discount Rate (Details)
Mar. 31, 2020
Operating  
Weighted-average term (years) 18 years 9 months 18 days
Weighted-average discount rate 3.51%
Finance  
Weighted-average term (years) 27 years 10 months 24 days
Weighted-average discount rate 3.77%
v3.20.1
Stock Options - Schedule of Options Outstanding (Details) - $ / shares
3 Months Ended
Aug. 27, 2015
Mar. 31, 2020
Mar. 31, 2019
Shares      
Outstanding, beginning of year (in shares)   625,800 395,550
Granted (in shares) 58,125 238,500 240,000
Exercised (in shares)   0 0
Forfeited (in shares) (22,875) 0 0
Expired (in shares)   0 0
Outstanding, end of period (in shares) 35,250 864,300 635,550
Exercisable, end of period (in shares)   62,625 0
Weighted Average Exercise Price      
Outstanding, weighted average exercise price (in dollars per share)   $ 29.29 $ 30.08
Granted (in dollars per share) $ 28.02 25.34 28.01
Exercised (in dollars per share)   0 0
Forfeited (in dollars per share)   0 0
Expired (in dollars per share)   0 0
Outstanding, weighted average exercise price (in dollars per share)   28.20 29.29
Exercisable, end of period (in dollars per share)   $ 29.47 $ 0
v3.20.1
Investment Securities - Gross Unrealized Losses and Fair Value by Investment Category (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Mortgage-backed securities    
Investment securities    
Fair value, less than twelve months $ 0 $ 0
Gross unrealized losses, less than twelve months 0 0
Fair value, twelve months or greater 0 2,115
Gross unrealized losses, twelve months or greater 0 (46)
Fair value, total 0 2,115
Gross unrealized losses, total 0 (46)
State and political securities    
Investment securities    
Fair value, less than twelve months 5,887 7,958
Gross unrealized losses, less than twelve months (61) (40)
Fair value, twelve months or greater 242 224
Gross unrealized losses, twelve months or greater (18) (37)
Fair value, total 6,129 8,182
Gross unrealized losses, total (79) (77)
Other debt securities    
Investment securities    
Fair value, less than twelve months 21,691 13,373
Gross unrealized losses, less than twelve months (1,068) (216)
Fair value, twelve months or greater 11,185 14,258
Gross unrealized losses, twelve months or greater (315) (310)
Fair value, total 32,876 27,631
Gross unrealized losses, total (1,383) (526)
Total debt securities    
Investment securities    
Fair value, less than twelve months 27,578 21,331
Gross unrealized losses, less than twelve months (1,129) (256)
Fair value, twelve months or greater 11,427 16,597
Gross unrealized losses, twelve months or greater (333) (393)
Fair value, total 39,005 37,928
Gross unrealized losses, total $ (1,462) $ (649)
v3.20.1
Investment Securities - Unrealized and Realized Gains and Losses Recognized in Net Income (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Equity Securities, FV-NI, Gain (Loss) [Abstract]    
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 0 0
Unrealized (losses) gains recognized in equity securities held at reporting date 20 43
Debt Securities, Trading, Gain (Loss) [Abstract]    
Net gains on sale transactions 0 5
Net mark-to-market (losses) gains (14) 5
Net (loss) gain on trading account securities $ (14) $ 10
v3.20.1
Loans - Recorded Investment, Unpaid Principal Balance, Related Allowance of Impaired Loans (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Credit Quality and Related Allowance for Loan Losses    
Recorded investment, with no related allowance recorded $ 11,731 $ 12,393
Recorded investment, with an allowance recorded 4,671 4,854
Recorded investment 16,402 17,247
Unpaid principal balance, with no related allowance recorded 14,518 15,180
Unpaid principal balance, with an allowance recorded 4,721 4,936
Unpaid principal balance 19,239 20,116
Related allowance 1,244 1,393
Commercial, financial, and agricultural    
Credit Quality and Related Allowance for Loan Losses    
Recorded investment, with no related allowance recorded 1,921 2,285
Recorded investment, with an allowance recorded 104 0
Recorded investment 2,025 2,285
Unpaid principal balance, with no related allowance recorded 4,708 5,072
Unpaid principal balance, with an allowance recorded 104 0
Unpaid principal balance 4,812 5,072
Related allowance 0 0
Real Estate Mortgages | Residential    
Credit Quality and Related Allowance for Loan Losses    
Recorded investment, with no related allowance recorded 4,656 5,008
Recorded investment, with an allowance recorded 1,074 1,168
Recorded investment 5,730 6,176
Unpaid principal balance, with no related allowance recorded 4,656 5,008
Unpaid principal balance, with an allowance recorded 1,074 1,200
Unpaid principal balance 5,730 6,208
Related allowance 177 211
Real Estate Mortgages | Commercial    
Credit Quality and Related Allowance for Loan Losses    
Recorded investment, with no related allowance recorded 5,089 5,035
Recorded investment, with an allowance recorded 3,472 3,540
Recorded investment 8,561 8,575
Unpaid principal balance, with no related allowance recorded 5,089 5,035
Unpaid principal balance, with an allowance recorded 3,522 3,590
Unpaid principal balance 8,611 8,625
Related allowance 1,062 1,104
Real Estate Mortgages | Construction    
Credit Quality and Related Allowance for Loan Losses    
Recorded investment, with no related allowance recorded 65 65
Recorded investment, with an allowance recorded 0 0
Recorded investment 65 65
Unpaid principal balance, with no related allowance recorded 65 65
Unpaid principal balance, with an allowance recorded 0 0
Unpaid principal balance 65 65
Related allowance 0 0
Consumer automobile loans    
Credit Quality and Related Allowance for Loan Losses    
Recorded investment, with no related allowance recorded 0 0
Recorded investment, with an allowance recorded 21 130
Recorded investment 21 130
Unpaid principal balance, with no related allowance recorded 0 0
Unpaid principal balance, with an allowance recorded 21 130
Unpaid principal balance 21 130
Related allowance 5 62
Installment loans to individuals    
Credit Quality and Related Allowance for Loan Losses    
Recorded investment, with no related allowance recorded 0 0
Recorded investment, with an allowance recorded 0 16
Recorded investment 0 16
Unpaid principal balance, with no related allowance recorded 0 0
Unpaid principal balance, with an allowance recorded 0 16
Unpaid principal balance 0 16
Related allowance $ 0 $ 16