CB Financial Services, Inc. - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-36706

	CB FINANCIAL SERVICES, INC.
	(Exact name of registrant as specified in its charter)

Pennsylvania		51-0534721
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 N. Market Street, Carmichaels, PA		15320
(Address of principal executive offices)		(Zip Code)

	(724) 966-5041
	(Registrant’s telephone number, including area code)

	N/A
	(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Common stock, par value $0.4167 per share		CBFV		The Nasdaq Stock Market, LLC
(Title of each class)		(Trading symbol)		(Name of each exchange on which registered)

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

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

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

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

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

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

As of November 6, 2019, the number of shares outstanding of the Registrant’s Common Stock was 5,433,489.

FORM 10-Q

INDEX

Page

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	1
Consolidated Statement of Financial Condition	1
Consolidated Statement of Income	2
Consolidated Statement of Comprehensive Income	3
Consolidated Statements of Changes In Stockholders’ Equity	4
Consolidated Statement of Cash Flows	5
Notes to Unaudited Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	34
Item 3. Quantitative and Qualitative Disclosure about Market Risk.	44
Item 4. Controls and Procedures.	44
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.	46
Item 1A. Risk Factors.	46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	46
Item 3. Defaults Upon Senior Securities.	46
Item 4. Mine Safety Disclosures.	46
Item 5. Other Information.	46
Item 6. Exhibits	46
SIGNATURES	47

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

	(Unaudited)
	September 30,			December 31,
(Dollars in thousands, except share data)	2019			2018

ASSETS
Cash and Due From Banks:
Interest Bearing	$	71,267		$	39,356
Non-Interest Bearing		17,146			13,997
Total Cash and Due From Banks		88,413			53,353

Investment Securities:
Available-for-Sale		217,545			225,409
Loans, Net		922,448			903,314
Premises and Equipment, Net		22,566			23,448
Bank-Owned Life Insurance		24,080			22,922
Goodwill		28,425			28,425
Core Deposit Intangible, Net		9,480			10,934
Accrued Interest and Other Assets		14,899			13,496
TOTAL ASSETS	$	1,327,856		$	1,281,301

LIABILITIES
Deposits:
Demand Deposits	$	264,131		$	253,201
NOW Accounts		230,931			218,687
Money Market Accounts		184,100			187,627
Savings Accounts		214,883			209,985
Time Deposits		224,857			214,891
Brokered Deposits		7,006			2,267
Total Deposits		1,125,908			1,086,658

Short-Term Borrowings		29,118			30,979
Other Borrowed Funds		17,000			20,000
Accrued Interest and Other Liabilities		7,732			6,039
TOTAL LIABILITIES		1,179,758			1,143,676

STOCKHOLDERS' EQUITY
Preferred Stock, No Par Value; 5,000,000 Shares Authorized		-			-
Common Stock, $0.4167 Par Value; 35,000,000 Shares Authorized, 5,680,993 Shares Issued and 5,433,489 and 5,432,289 Shares Outstanding at September 30, 2019 and December 31, 2018, Respectively		2,367			2,367
Capital Surplus		83,457			83,225
Retained Earnings		63,582			57,843
Treasury Stock, at Cost (247,504 and 248,704 Shares at September 30, 2019 and December 31, 2018, Respectively)		(4,350	)		(4,370	)
Accumulated Other Comprehensive Income (Loss)		3,042			(1,440	)
TOTAL STOCKHOLDERS' EQUITY		148,098			137,625
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,327,856		$	1,281,301

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

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(Dollars in thousands, except share and per share data)	2019			2018			2019			2018

INTEREST AND DIVIDEND INCOME
Loans, Including Fees	$	10,984		$	10,044		$	32,090		$	27,272
Federal Funds Sold		156			53			435			113
Investment Securities:
Taxable		1,505			1,202			4,159			2,624
Tax-Exempt		204			318			717			857
Other Interest and Dividend Income		249			147			662			295
TOTAL INTEREST AND DIVIDEND INCOME		13,098			11,764			38,063			31,161

INTEREST EXPENSE
Deposits		1,864			1,398			5,407			3,372
Federal Funds Purchased		-			-			-			1
Short-Term Borrowings		47			68			143			473
Other Borrowed Funds		91			128			278			364
TOTAL INTEREST EXPENSE		2,002			1,594			5,828			4,210

NET INTEREST INCOME		11,096			10,170			32,235			26,951
Provision For Loan Losses		175			25			550			2,125
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		10,921			10,145			31,685			24,826

NONINTEREST INCOME
Service Fees on Deposit Accounts		811			866			2,362			2,176
Insurance Commissions		985			920			3,219			2,731
Other Commissions		159			127			448			823
Net Gain on Sales of Loans		48			52			190			106
Net Gain (Loss) on Sales of Investment Securities		3			-			(50	)		-
Fair Value of Marketable Equity Securities		(25	)		35			104			54
Net Gain on Purchased Tax Credits		9			11			27			33
Net (Loss) Gain on Disposal of Fixed Assets		-			(74	)		2			(74	)
Income from Bank-Owned Life Insurance		142			135			408			370
Other		67			16			203			80
TOTAL NONINTEREST INCOME		2,199			2,088			6,913			6,299

NONINTEREST EXPENSE
Salaries and Employee Benefits		4,628			4,708			14,271			13,268
Occupancy		597			855			2,019			2,213
Equipment		636			786			2,005			1,916
FDIC Assessment		5			67			368			361
PA Shares Tax		226			197			743			593
Contracted Services		312			273			945			583
Legal and Professional Fees		117			171			458			456
Advertising		244			245			651			587
Bankcard Processing		225			180			652			448
Other Real Estate Owned (Income)		13			49			(81	)		37
Amortization of Core Deposit Intangible		484			452			1,454			986
Merger-Related		-			61			-			854
Other		1,003			1,321			3,117			3,224
TOTAL NONINTEREST EXPENSE		8,490			9,365			26,602			25,526

Income Before Income Taxes		4,630			2,868			11,996			5,599
Income Taxes		884			576			2,346			977
NET INCOME	$	3,746		$	2,292		$	9,650		$	4,622

EARNINGS PER SHARE
Basic	$	0.69		$	0.42		$	1.78		$	0.96
Diluted		0.69			0.42			1.77			0.95

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		5,433,289			5,414,299			5,433,296			4,834,948
Diluted		5,458,723			5,476,792			5,451,705			4,889,553

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

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

Net Income	$	3,746		$	2,292		$	9,650	$	4,622

Other Comprehensive Income (Loss):
Unrealized Gains (Losses) on Available-for-Sale Securities Net of Income Tax Expense (Benefit) of $47 and ($325) for the Three Months Ended September 30, 2019 and 2018, Respectively, and $1,209 and ($734) for the Nine Months Ended September 30, 2019 and 2018, Respectively		74			(1,224	)		4,443		(2,715	)

Reclassification Adjustment for (Gains) Losses on Securities: Included in Net Income, Net of Income Tax (Expense) Benefit of ($1) and $11 for the Three and Nine Months Ended September 30, 2019, Respectively ⁽¹⁾		(2	)		-			39		-
Other Comprehensive Income (Loss), Net of Income Tax Expense (Benefit)		72			(1,224	)		4,482		(2,715	)
Total Comprehensive Income	$	3,818		$	1,068		$	14,132	$	1,907

⁽¹⁾

The gross amount of gains (losses) on securities of $3 and ($50) for the Three and Nine Months Ended September 30, 2019, respectively are reported as Net Gain (Loss) on Sales of Investment Securities on the Consolidated Statement of Income. The income tax expense (benefit) is included in Income Taxes on the Consolidated Statement of Income.

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands, except share and per share data)	Shares Issued		Common Stock		Capital Surplus			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity

December 31, 2018		5,680,993	$	2,367	$	83,225		$	57,843		$	(4,370	)	$	(1,440	)	$	137,625
Comprehensive Income:
Net Income		-		-		-			2,925			-			-			2,925
Other Comprehensive Income		-		-		-			-			-			2,384			2,384
Stock-Based Compensation Expense		-		-		77			-			-			-			77
Exercise of Stock Options		-		-		5			-			36			-			41
Treasury stock purchased, at cost (800 shares)		-		-		-			-			(19	)		-			(19	)
Dividends Paid ($0.24 Per Share)		-		-		-			(1,304	)		-			-			(1,304	)
March 31, 2019		5,680,993		2,367		83,307			59,464			(4,353	)		944			141,729
Comprehensive Income:
Net Income		-		-		-			2,979			-			-			2,979
Other Comprehensive Income		-		-		-			-			-			2,026			2,026
Restricted Stock Awards Granted		-		-		(11	)		-			11			-			-
Restricted Stock Awards Forfeited		-		-		8			-			(8	)		-			-
Stock-Based Compensation Expense		-		-		76			-			-			-			76
Dividends Paid ($0.24 Per Share)		-		-		-			(1,303	)		-			-			(1,303	)
June 30, 2019		5,680,993		2,367		83,380			61,140			(4,350	)		2,970			145,507
Comprehensive Income:
Net Income		-		-		-			3,746			-			-			3,746
Other Comprehensive Income		-		-		-			-			-			72			72
Stock-Based Compensation Expense		-		-		77			-			-			-			77
Dividends Paid ($0.24 Per Share)		-		-		-			(1,304	)		-			-			(1,304	)
September 30, 2019		5,680,993	$	2,367	$	83,457		$	63,582		$	(4,350	)	$	3,042		$	148,098

(Dollars in thousands, except share and per share data)	Shares Issued		Common Stock		Capital Surplus		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Stockholders' Equity

December 31, 2017		4,363,346	$	1,818	$	42,089	$	55,280		$	(4,590	)	$	(1,341	)	$	93,256
Comprehensive Income:
Net Income		-		-		-		1,360			-			-			1,360
Other Comprehensive Loss		-		-		-		-			-			(1,421	)		(1,421	)
Impact of change in method of accounting formarketable equity securities ⁽¹⁾		-		-		-		40			-			(40	)		-
Stock-Based Compensation Expense		-		-		119		-			-			-			119
Exercise of Stock Options		-		-		3		-			29			-			32
Treasury Stock Purchased, at cost (895 shares)		-		-		-		-			(27	)		-			(27	)
Dividends Paid ($0.22 Per Share)		-		-		-		(901	)		-			-			(901	)
March 31, 2018		4,363,346		1,818		42,211		55,779			(4,588	)		(2,802	)		92,418
Comprehensive Income:
Net Income		-		-		-		970			-			-			970
Other Comprehensive Loss		-		-		-		-			-			(70	)		(70	)
Issuance of Common Stock
(net of issuance expenses of $515)		1,317,647		549		40,978		-			-			-			41,527
Stock-Based Compensation Expense		-		-		120		-			-			-			120
Exercise of Stock Options		-		-		2		-			179			-			181
Treasury Stock Purchased, at cost (7,729 shares)		-		-		-		-			(271	)		-			(271	)
Dividends Paid ($0.22 Per Share)		-		-		-		(1,191	)		-			-			(1,191	)
June 30, 2018		5,680,993		2,367		83,311		55,558			(4,680	)		(2,872	)		133,684
Comprehensive Income:
Net Income		-		-		-		2,292			-			-			2,292
Other Comprehensive Loss		-		-		-		-			-			(1,224	)		(1,224	)
Stock-Based Compensation Expense		-		-		122		-			-			-			122
Dividends Paid ($0.22 Per Share)		-		-		-		(1,191	)		-			-			(1,191	)
September 30, 2018		5,680,993	$	2,367	$	83,433	$	56,659		$	(4,680	)	$	(4,096	)	$	133,683

⁽¹⁾

Reclassification due to the adoption of Accounting Standards Update (“ASU”) 2016-01.

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

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

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

OPERATING ACTIVITIES
Net Income	$	9,650		$	4,622
Αdjustmеnts to Rеconcilе Net Income to Net Cash Provided By Operating Activities:
Net (Accretion) Amortization on Investments		(145	)		96
Depreciation and Amortization		2,730			2,263
Provision for Loan Losses		550			2,125
Fair Value of Marketable Equity Securities		(104	)		(54	)
Net Gain on Purchased Tax Credits		(27	)		(33	)
Income from Bank-Owned Life Insurance		(408	)		(370	)
Proceeds From Mortgage Loans Sold		7,378			6,434
Originations of Mortgage Loans for Sale		(7,188	)		(6,328	)
Net Gain on Sales of Loans		(190	)		(106	)
Net Loss on Sales of Investment Securities		50			-
Net Loss (Gain) on Saless of Other Real Estate Owned and Repossessed Assets		6			(19	)
Noncash Expense for Stock-Based Compensation		230			361
Decrease (Increase) in Accrued Interest Receivable		33			(996	)
Net (Gain) Loss on Disposal of Fixed Assets		(2	)		74
Increase (Decrease) in Taxes Payable		259			(954	)
Increase in Accrued Interest Payable		331			191
Net Payment of Federal/State Income Taxes		-			(850	)
Other, Net		(448	)		568
NET CASH PROVIDED BY OPERATING ACTIVITIES		12,705			7,024

INVESTING ACTIVITIES
Investment Securities Available for Sale:
Proceeds From Principal Repayments and Maturities		34,490			11,624
Purchases of Securities		(50,185	)		(1,069	)
Proceeds from Sales of Securities		29,460			80,314
Net Increase in Loans		(21,531	)		(63,176	)
Purchase of Premises and Equipment		(66	)		(4,529	)
Asset Acquisition of a Customer List		(900	)		-
Proceeds From a Claim on Bank-Owned Life Insurance		-			950
Proceeds From Sales of Other Real Estate Owned and Repossessed Assets		1,123			214
Decrease in Restricted Equity Securities		214			389
Net Cash Received from Acquisition		-			20,632
Acquisition of Bank-Owned Life Insurance		(750	)		-
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(8,145	)		45,349

FINANCING ACTIVITIES
Net Increase (Decrease) in Deposits		39,250			7,927
Net Decrease in Short-Term Borrowings		(1,861	)		(28,056	)
Principal Payments on Other Borrowed Funds		(3,000	)		(3,541	)
Cash Dividends Paid		(3,911	)		(3,283	)
Treasury Stock, Purchases at Cost		(19	)		(298	)
Exercise of Stock Options		41			213
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		30,500			(27,038	)

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		35,060			25,335
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR		53,353			20,622
CASH AND DUE FROM BANKS AT END OF PERIOD	$	88,413		$	45,957

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest on deposits and borrowings (including interest credited to deposit accounts of $3,543 and $3,372, respectively)	$	5,497		$	4,019
Income taxes		2,260			850

Real estate acquired in settlement of loans		427			46
Non-cash transaction related to FWVB acquisition		-			41,527
Non-cash transaction related to loan payoff receivable		1,644			-

SUPPLEMENTAL NONCASH DISCLOSURE:
Right of use asset recognized		1,707			-
Lease liability recognized		1,712			-

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

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of CB Financial Services, Inc. (“CB Financial”) and its wholly owned subsidiary, Community Bank (the “Bank”), and the Bank’s wholly-owned subsidiary, Exchange Underwriters, Inc. (“Exchange Underwriters” or “EU”). CB Financial and the Bank are collectively referred to as the “Company”. All intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading in any material respect. In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and income and expenses during the reporting period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to determination of the allowance for losses on loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, evaluation of securities for other-than-temporary impairment including related cash flow projections, goodwill and intangible assets impairment, and the valuation of deferred tax assets.

In the opinion of management, the accompanying unaudited interim financial statements include all adjustments considered necessary for a fair presentation of the Company’s financial position and results of operations at the dates and for the periods presented. All these adjustments are of a normal, recurring nature, and they are the only adjustments included in the accompanying unaudited interim financial statements. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Interim results are not necessarily indicative of results for a full year.

The Company evaluated subsequent events through the date the consolidated financial statements were filed with the SEC and incorporated into the consolidated financial statements the effect of all material known events determined by Accounting Standards Codification ("ASC”) 855, Subsequent Events, to be recognizable events.

Nature of Operations

The Company derives substantially all its income from banking and bank-related services which include interest earnings on commercial, commercial mortgage, residential real estate and consumer loan financing, as well as interest earnings on investment securities and fees generated from deposit services to its customers. The Company provides banking services through its subsidiary, Community Bank, a Pennsylvania-chartered commercial bank headquartered in Carmichaels, Pennsylvania. The Bank operates from twenty offices in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania, seven offices in Brooke, Marshall, Ohio, Upshur and Wetzel Counties in West Virginia, and one office in Belmont County in Ohio. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. Property and casualty, commercial liability, surety and other insurance products are offered through Exchange Underwriters, a full-service, independent insurance agency.

Acquired Loans

Loans that were acquired in previous mergers were recorded at fair value with no carryover of the related allowance for credit losses. The fair value of the acquired loans was estimated by management with the assistance of a third-party valuation specialist.

For performing loans acquired in a merger, the excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan. For purchased credit impaired loans acquired in a merger, the difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable discount. The nonaccretable discount represents estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows require an evaluation to determine the need for an allowance for loan losses. Subsequent improvements in expected cash flows result in the reversal of a corresponding amount of the nonaccretable discount which is then reclassified as accretable discount that is recognized into interest income over the remaining life of the loan using the interest method. The evaluation of the amount of future cash flows that is expected to be collected is performed in a similar manner as that used to determine our allowance for credit losses. Charge-offs of the principal amount on acquired loans would be first applied to the nonaccretable discount portion of the fair value adjustment.

Recognition of Prior Period Errors

In April 2018, the Company discovered an error with the collateral position on a commercial and industrial classified loan relationship that had occurred in April 2017. This error resulted in the loss of the Company’s first lien position, leaving the loan with insufficient collateral. The Company recognized the error by recording a specific reserve and recognizing an additional $300,000 (pre-tax) of provision for loan losses for the quarter-ended March 31, 2018. There was no financial statement impact for the three months ended September 30, 2018. The impact of the correction of the error resulted in a decrease of $300,000 in income before income taxes and a decrease of $63,000 in income taxes. This resulted in a decrease of $237,000 (after-tax) in net income ($0.05 per share) for the nine months ended September 30, 2018. As a result of this error, the Company’s 2017 results were overstated by $237,000 and the Company’s March 31, 2018 quarterly and nine months ended September 30, 2018 results were understated by the same amount. Management of the Company concluded the effect of the error was immaterial to the Company’s 2017 and 2018 results.

In March 2019, the Company discovered an error in loan classifications within the commercial and industrial segment of the loan portfolio. The loan reclassifications were due to term loans and revolving lines of credit that were classified as commercial and industrial loans but were partially or primarily secured by commercial and residential real estate. The error resulted in loan reclassifications of $21.7 million from commercial and industrial segment to commercial real estate and residential real estate segments as of and for the year ended December 31, 2018. In addition, as a result of the loan segment reclassifications, the allocated components of the allowance for loan losses were adjusted to reflect the revised loan balances with the residual of $257,000 added to the unallocated component of the allowance for loan loss as of December 31, 2018. Management of the Company has evaluated the loan reclassification error and determined that, based on quantitative and qualitative analysis, this error was not material to the December 31, 2018 consolidated financial statements as presented.

Reclassifications

Certain comparative amounts for the prior year have been reclassified to conform to the current year presentation. Such reclassifications did not affect net income or stockholders’ equity.

Recent Accounting Standards

In January 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-01, Leases (Topic 842), Land Easement Practical Expedient for Transition to Topic 842. ASU 2018-01 is intended to be effective with ASU 2016-02, as amended. The amendments in ASU 2018-01 are as follows: provide an optional transition practical expedient for the adoption of ASU 2016-02 that, if elected, would not require an organization to reconsider their accounting for existing land easements that are not currently accounted for under the old lease standards; and clarify that new or modified land easements should be evaluated under ASU 2016-02, once an entity has adopted the new standard. ASU 2016-02 will require lessees to recognize a right-of-use (ROU) asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation for leases with terms of more than twelve months. Both the ROU asset and lease liability will initially be measured at the present value of the future minimum lease payments over the lease term. Subsequent measurement, including the presentation of expenses and cash flows, will depend on the classification of the lease as either a finance or an operating lease. Accounting by lessors will remain largely unchanged from current U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted, and is to be applied as of the beginning of the earliest period presented using a modified retrospective approach. The Company adopted the provisions of ASU 2016-02 effective January 1, 2019, which increased assets and liabilities approximately $1.7 million at the time of adoption, as a result of reporting additional leases on the Company's consolidated statement of financial condition.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 amendments simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered and will also recognize the effect of the trigger within equity. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. The Company adopted the provisions of ASU 2017-11 effective January 1, 2019 and the adoption did not have a material impact on the Company's consolidated financial condition or results of operations.

In March 2017, the FASB issued ASU 2017-08, Receivables- Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchases of Callable Debt Securities. ASU 2017-08 amends guidance on the amortization period of premiums on certain purchases of callable debt securities. The amendments shorten the amortization period of premiums on certain purchases of callable debt securities to the earliest call date. ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted the provisions of ASU 2017-08 effective January 1, 2019 and the adoption did not have a material impact on the Company's consolidated statement of financial condition or results of operations.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the second step of the goodwill impairment test. Instead, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. ASU 2017-04 is effective for public business entities that are SEC filers for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early adoption permitted, and is to be applied on a prospective basis. The Company is currently evaluating the provisions of ASU 2017-04, but does not believe that its adoption will have a material impact on the Company's consolidated financial condition or results of operations.

In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, ASU 2016-13 eliminates the probable initial recognition threshold in current GAAP; and instead requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however this ASU will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects companies holding financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU 2016-13 amendments affect loans, debt securities, trade receivables, net investments in leases, off balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. In October 2019, the FASB approved to delay the required implementation date of ASU 2016-13 for smaller reporting companies until January 1, 2023. Early adoption will continue to be permitted. The Company is evaluating the impact of this ASU and expects to recognize a one-time adjustment to the allowance for loan losses upon adoption, but we cannot yet determine the magnitude of the one-time adjustment or the overall impact of the new guidance on the Company’s consolidated financial condition or results of operation.

Note 2. Earnings Per Share

There are no convertible securities which would affect the numerator in calculating basic and diluted earnings per share; therefore, net income as presented on the Consolidated Statement of Income is used as the numerator.

The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Weighted-Average Common Shares Outstanding		5,680,993			5,680,993			5,680,993			5,101,808
Average Treasury Stock Shares		(247,704	)		(266,694	)		(247,697	)		(266,860	)
Weighted-Average Common Shares and Common Stock
Equivalents Used to Calculate Basic Earnings Per Share		5,433,289			5,414,299			5,433,296			4,834,948
Additional Common Stock Equivalents (Stock Options and
Restricted Stock) Used to Calculate Diluted Earnings Per Share		25,434			62,493			18,409			54,605
Weighted-Average Common Shares and Common Stock
Equivalents Used to Calculate Diluted Earnings Per Share		5,458,723			5,476,792			5,451,705			4,889,553

Earnings per share:
Basic	$	0.69		$	0.42		$	1.78		$	0.96
Diluted		0.69			0.42			1.77			0.95

Note 3. Investment Securities

The following table presents the amortized cost and fair value of investment securities available-for-sale at the dates indicated:

	(Dollars in thousands)
	September 30, 2019
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Debt Securities
U.S. Government Agencies	$	57,484	$	348	$	(117	)	$	57,715
Obligations of States and Political Subdivisions		26,415		973		(4	)		27,384
Mortgage-Backed Securities - Government-Sponsored Enterprises		127,164		2,787		(112	)		129,839
Total Debt Securities	$	211,063	$	4,108	$	(233	)		214,938

Marketable Equity Securities
Mutual Funds									1,006
Other									1,601
Total Marketable Equity Securities									2,607
Total Available-for-Sale Securities								$	217,545

	December 31, 2018
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Debt Securities
U.S. Government Agencies	$	82,506	$	160	$	(2,087	)	$	80,579
Obligations of States and Political Subdivisions		44,737		230		(366	)		44,601
Mortgage-Backed Securities - Government-Sponsored Enterprises		97,535		582		(346	)		97,771
Total Debt Securities	$	224,778	$	972	$	(2,799	)		222,951

Marketable Equity Securities
Mutual Funds									968
Other									1,490
Total Marketable Equity Securities									2,458
Total Available-for-Sale Securities								$	225,409

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at the dates indicated:

	(Dollars in thousands)
	September 30, 2019
	Less than 12 months							12 Months or Greater							Total
	Number				Gross			Number				Gross			Number				Gross
	of		Fair		Unrealized			of		Fair		Unrealized			of		Fair		Unrealized
	Securities		Value		Losses			Securities		Value		Losses			Securities		Value		Losses
U.S. Government Agencies		3	$	7,173	$	(26	)		6	$	13,928	$	(91	)		9	$	21,101	$	(117	)
Obligations of States and
Political Subdivisions		-		-		-			1		508		(4	)		1		508		(4	)
Mortgage-Backed Securities -
Government Sponsored Enterprises		5		13,993		(96	)		2		4,123		(16	)		7		18,116		(112	)
Total		8	$	21,166	$	(122	)		9	$	18,559	$	(111	)		17	$	39,725	$	(233	)

	December 31, 2018
	Less than 12 months							12 Months or Greater							Total
	Number				Gross			Number				Gross			Number				Gross
	of		Fair		Unrealized			of		Fair		Unrealized			of		Fair		Unrealized
	Securities		Value		Losses			Securities		Value		Losses			Securities		Value		Losses
U.S. Government Agencies		-	$	-	$	-			23	$	65,450	$	(2,087	)		23	$	65,450	$	(2,087	)
Obligations of States and
Political Subdivisions		24		13,212		(133	)		25		11,918		(233	)		49		25,130		(366	)
Mortgage-Backed Securities -
Government Sponsored Enterprises		-		-		-			9		13,874		(346	)		9		13,874		(346	)
Total		24	$	13,212	$	(133	)		57	$	91,242	$	(2,666	)		81	$	104,454	$	(2,799	)

For debt securities, the Company does not believe that any individual unrealized loss as of September 30, 2019 or December 31, 2018, represents an other-than-temporary impairment. The Company performs a review of the entire securities portfolio on a quarterly basis to identify securities that may indicate an other-than-temporary impairment. The Company’s management considers the length of time and the extent to which the fair value has been less than cost, and the financial condition of the issuer. The securities that are temporarily impaired at September 30, 2019 and December 31, 2018 relate principally to changes in interest rates subsequent to the acquisition of the specific securities. The Company does not intend to sell, or it is not more likely than not that it will be required to sell any of the securities in an unrealized loss position before recovery of its amortized cost or maturity of the security.

As a result of the adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), effective January 1, 2018, marketable equity securities are measured at fair value with changes in fair value included in Fair Value of Marketable Equity Securities on the Consolidated Statement of Income. Realized gains and losses on sales of marketable equity securities would be included in Net Gain (Loss) on Sales of Investment Securities on the Consolidated Statement of Income. There were no sales of marketable equity securities for the three and nine months ended September 30, 2019 and 2018, respectively.

The following table presents the scheduled maturities of debt securities as of the date indicated:

	(Dollars in thousands)
	September 30, 2019
	Available-for-Sale
	Amortized		Fair
	Cost		Value
Due in One Year or Less	$	3,412	$	3,419
Due after One Year through Five Years		52,039		52,258
Due after Five Years through Ten Years		30,907		31,588
Due after Ten Years		124,705		127,673
Total	$	211,063	$	214,938

Note 4. Loans and Related Allowance for Loan Loss

The Company’s loan portfolio consists of four classifications: real estate loans, commercial and industrial loans, consumer loans, and other loans. These segments are further segregated between loans accounted for under the amortized cost method (“Originated Loans”) and acquired loans that were originally recorded at fair value with no carryover of the related pre-merger allowance for loan losses (“Loans Acquired at Fair Value”). The following table presents the classifications of loans as of the dates indicated.

	(Dollars in thousands)
	September 30, 2019						December 31, 2018
	Amount			Percent			Amount			Percent
Originated Loans
Real Estate:
Residential	$	260,245			33.8	%	$	235,492			32.6	%
Commercial		250,064			32.5			229,455			31.8
Construction		58,324			7.6			46,824			6.5
Commercial and Industrial		78,588			10.2			78,466			10.9
Consumer		110,624			14.4			119,731			16.6
Other		11,763			1.5			11,623			1.6
Total Originated Loans		769,608			100.0	%		721,591			100.0	%
Allowance for Loan Losses		(9,172	)					(8,942	)
Loans, Net	$	760,436					$	712,649

Loans Acquired at Fair Value
Real Estate:
Residential	$	78,877			48.5	%	$	91,277			47.7	%
Commercial		64,113			39.4			77,609			40.6
Construction		-			0.0			2,000			1.0
Commercial and Industrial		13,546			8.3			12,997			6.8
Consumer		1,564			1.0			2,510			1.3
Other		4,490			2.8			4,888			2.6
Total Loans Acquired at Fair Value		162,590			100.0	%		191,281			100.0	%
Allowance for Loan Losses		(578	)					(616	)
Loans, Net	$	162,012					$	190,665

Total Loans
Real Estate:
Residential	$	339,122			36.4	%	$	326,769			35.9	%
Commercial		314,177			33.7			307,064			33.6
Construction		58,324			6.3			48,824			5.3
Commercial and Industrial		92,134			9.9			91,463			10.0
Consumer		112,188			12.0			122,241			13.4
Other		16,253			1.7			16,511			1.8
Total Loans		932,198			100.0	%		912,872			100.0	%
Allowance for Loan Losses		(9,750	)					(9,558	)
Loans, Net	$	922,448					$	903,314

Total unamortized net deferred loan fees were $734,000 and $926,000 at September 30, 2019 and December 31, 2018, respectively.

Real estate loans serviced for others, which are not included in the Consolidated Statement of Financial Condition, totaled $99.9 million and $99.0 million at September 30, 2019 and December 31, 2018, respectively.

The following table presents loans summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of the dates indicated. At September 30, 2019 and December 31, 2018, there were no loans in the criticized category of Loss within the internal risk rating system.

	(Dollars in thousands)
	September 30, 2019
			Special
	Pass		Mention		Substandard		Doubtful		Total
Originated Loans
Real Estate:
Residential	$	258,702	$	1,021	$	522	$	-	$	260,245
Commercial		235,292		9,966		3,745		1,061		250,064
Construction		58,044		-		280		-		58,324
Commercial and Industrial		73,103		4,493		37		955		78,588
Consumer		110,570		-		54		-		110,624
Other		11,763		-		-		-		11,763
Total Originated Loans	$	747,474	$	15,480	$	4,638	$	2,016	$	769,608

Loans Acquired at Fair Value
Real Estate:
Residential	$	77,791	$	46	$	1,040	$	-	$	78,877
Commercial		57,452		6,159		502		-		64,113
Commercial and Industrial		13,546		-		-		-		13,546
Consumer		1,564		-		-		-		1,564
Other		4,398		92		-		-		4,490
Total Loans Acquired at Fair Value	$	154,751	$	6,297	$	1,542	$	-	$	162,590

Total Loans
Real Estate:
Residential	$	336,493	$	1,067	$	1,562	$	-	$	339,122
Commercial		292,744		16,125		4,247		1,061		314,177
Construction		58,044		-		280		-		58,324
Commercial and Industrial		86,649		4,493		37		955		92,134
Consumer		112,134		-		54		-		112,188
Other		16,161		92		-		-		16,253
Total Loans	$	902,225	$	21,777	$	6,180	$	2,016	$	932,198

The increase of $2.8 million in the substandard loan category as of September 30, 2019 was mainly due to a commercial real estate relationship that was placed on nonaccrual in the current period due to alleged fraudulent activity. The relationship has been assigned to a receiver to manage the property. Based on the most recent appraisal, the loan was not impaired and therefore, the Bank does not expect to incur a loss. At December 31, 2018, the loan was classified as special mention in the construction loan category.

	December 31, 2018
			Special
	Pass		Mention		Substandard		Doubtful		Total
Originated Loans
Real Estate:
Residential	$	233,872	$	1,071	$	549	$	-	$	235,492
Commercial		222,279		5,301		704		1,171		229,455
Construction		43,522		2,902		400		-		46,824
Commercial and Industrial		68,553		8,618		228		1,067		78,466
Consumer		119,648		-		83		-		119,731
Other		11,623		-		-		-		11,623
Total Originated Loans	$	699,497	$	17,892	$	1,964	$	2,238	$	721,591

Loans Acquired at Fair Value
Real Estate:
Residential	$	89,490	$	851	$	936	$	-	$	91,277
Commercial		69,954		7,175		480		-		77,609
Construction		2,000		-		-		-		2,000
Commercial and Industrial		12,981		-		16		-		12,997
Consumer		2,510		-		-		-		2,510
Other		4,785		103		-		-		4,888
Total Loans Acquired at Fair Value	$	181,720	$	8,129	$	1,432	$	-	$	191,281

Total Loans
Real Estate:
Residential	$	323,362	$	1,922	$	1,485	$	-	$	326,769
Commercial		292,233		12,476		1,184		1,171		307,064
Construction		45,522		2,902		400		-		48,824
Commercial and Industrial		81,534		8,618		244		1,067		91,463
Consumer		122,158		-		83		-		122,241
Other		16,408		103		-		-		16,511
Total Loans	$	881,217	$	26,021	$	3,396	$	2,238	$	912,872

The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of the dates indicated.

	(Dollars in thousands)
	September 30, 2019
			30-59		60-89		90 Days
	Loans		Days		Days		Or More		Total		Non-		Total
	Current		Past Due		Past Due		Past Due		Past Due		Accrual		Loans
Originated Loans
Real Estate:
Residential	$	259,502	$	138	$	64	$	19	$	221	$	522	$	260,245
Commercial		246,934		-		28		-		28		3,102		250,064
Construction		58,324		-		-		-		-		-		58,324
Commercial and Industrial		77,822		-		-		-		-		766		78,588
Consumer		109,563		949		11		47		1,007		54		110,624
Other		11,763		-		-		-		-		-		11,763
Total Originated Loans	$	763,908	$	1,087	$	103	$	66	$	1,256	$	4,444	$	769,608

Loans Acquired at Fair Value
Real Estate:
Residential	$	77,098	$	108	$	267	$	364	$	739	$	1,040	$	78,877
Commercial		64,039		-		74		-		74		-		64,113
Construction		-		-		-		-		-		-		-
Commercial and Industrial		13,546		-		-		-		-		-		13,546
Consumer		1,564		-		-		-		-		-		1,564
Other		4,490		-		-		-		-		-		4,490
Total Loans Acquired at Fair Value	$	160,737	$	108	$	341	$	364	$	813	$	1,040	$	162,590

Total Loans
Real Estate:
Residential	$	336,600	$	246	$	331	$	383	$	960	$	1,562	$	339,122
Commercial		310,973		-		102		-		102		3,102		314,177
Construction		58,324		-		-		-		-		-		58,324
Commercial and Industrial		91,368		-		-		-		-		766		92,134
Consumer		111,127		949		11		47		1,007		54		112,188
Other		16,253		-		-		-		-		-		16,253
Total Loans	$	924,645	$	1,195	$	444	$	430	$	2,069	$	5,484	$	932,198

	December 31, 2018
			30-59		60-89		90 Days
	Loans		Days		Days		Or More		Total		Non-		Total
	Current		Past Due		Past Due		Past Due		Past Due		Accrual		Loans
Originated Loans
Real Estate:
Residential	$	232,967	$	1,374	$	72	$	324	$	1,770	$	755	$	235,492
Commercial		229,189		84		182		-		266		-		229,455
Construction		46,824		-		-		-		-		-		46,824
Commercial and Industrial		77,222		216		-		-		216		1,028		78,466
Consumer		118,256		1,319		70		3		1,392		83		119,731
Other		11,623		-		-		-		-		-		11,623
Total Originated Loans	$	716,081	$	2,993	$	324	$	327	$	3,644	$	1,866	$	721,591

Loans Acquired at Fair Value
Real Estate:
Residential	$	89,405	$	408	$	65	$	-	$	473	$	1,399	$	91,277
Commercial		77,532		77		-		-		77		-		77,609
Construction		2,000		-		-		-		-		-		2,000
Commercial and Industrial		12,929		52		-		-		52		16		12,997
Consumer		2,491		18		1		-		19		-		2,510
Other		4,888		-		-		-		-		-		4,888
Total Loans Acquired at Fair Value	$	189,245	$	555	$	66	$	-	$	621	$	1,415	$	191,281

Total Loans
Real Estate:
Residential	$	322,372	$	1,782	$	137	$	324	$	2,243	$	2,154	$	326,769
Commercial		306,721		161		182		-		343		-		307,064
Construction		48,824		-		-		-		-		-		48,824
Commercial and Industrial		90,151		268		-		-		268		1,044		91,463
Consumer		120,747		1,337		71		3		1,411		83		122,241
Other		16,511		-		-		-		-		-		16,511
Total Loans	$	905,326	$	3,548	$	390	$	327	$	4,265	$	3,281	$	912,872

The following table sets forth the amounts and categories of our nonperforming assets at the dates indicated. Included in nonperforming loans and assets are troubled debt restructurings (“TDRs”), which are loans whose contractual terms have been restructured in a manner which grants a concession to a borrower experiencing financial difficulties. Nonaccrual TDRs are included in their specific loan category in the nonaccrual loans section.

	(Dollars in Thousands)
	September 30,			December 31,
	2019			2018
Nonaccrual Loans:
Originated Loans:
Real Estate:
Residential	$	522		$	755
Commercial		3,102			-
Commercial and Industrial		766			1,028
Consumer		54			83
Total Originated Nonaccrual Loans		4,444			1,866

Loans Acquired at Fair Value:
Real Estate:
Residential		1,040			1,399
Commercial and Industrial		-			16
Total Loans Acquired at Fair Value Nonaccrual Loans		1,040			1,415
Total Nonaccrual Loans		5,484			3,281

Accruing Loans Past Due 90 Days or More:
Originated Loans:
Real Estate:
Residential		19			324
Consumer		47			3
Total Originated Accruing Loans Past Due 90 Days or More		66			327

Loans Acquired at Fair Value:
Real Estate:
Residential		364			-
Total Loans Acquired at Fair Value Accruing Loans
Past Due 90 Days or More		364			-
Total Accruing Loans Past Due 90 Days or More		430			327
Total Nonaccrual Loans and Accruing Loans Past Due 90 Days or More		5,914			3,608

Troubled Debt Restructurings, Accruing:
Originated Loans:
Real Estate
Residential		70			26
Commercial		1,059			980
Commercial and Industrial		113			154
Total Originated Loans		1,242			1,160
Loans Acquired at Fair Value:
Real Estate
Residential		346			1,212
Commercial		303			333
Total Loans Acquired at Fair Value		649			1,545
Total Troubled Debt Restructurings, Accruing		1,891			2,705

Total Nonperforming Loans		7,805			6,313

Real Estate Owned:
Residential		41			46
Commercial		174			871
Total Real Estate Owned		215			917

Total Nonperforming Assets	$	8,020		$	7,230

Nonperforming Loans to Total Loans		0.84	%		0.69	%
Nonperforming Assets to Total Assets		0.60			0.56

The recorded investment of residential real estate loans for which formal foreclosure proceedings were in process according to applicable requirements of the local jurisdiction was $1.1 million and $1.4 million at September 30, 2019 and December 31, 2018, respectively.

TDRs typically are the result of our loss mitigation activities whereby concessions are granted to minimize loss and avoid foreclosure or repossession of collateral. The concessions granted for the TDRs in the portfolio primarily consist of, but are not limited to, modification of payment or other terms, temporary rate modification and extension of maturity date. Loans classified as TDRs consisted of 14 loans totaling $2.6 million and 12 loans totaling $3.6 million at September 30, 2019 and December 31, 2018, respectively. Originated loans classified as TDRs consisted of nine loans totaling $2.0 million and six loans totaling $2.1 million at September 30, 2019 and December 31, 2018, respectively. Loans acquired at fair value classified as TDRs consisted of five loans totaling $649,000 and six loans totaling $1.5 million at September 30, 2019 and December 31, 2018, respectively.

For the three months ended September 30, 2019, one residential real estate loan modified in a TDR transaction by extending the term of the loan. For the nine months ended September 30, 2019, two residential real estate loans and one commercial real estate loan modified in TDR transactions by extending the term of the loan.

For the three months ended September 30, 2018, there were no loans modified in a TDR transaction. For the nine months ended September 30, 2018, one commercial and industrial loan modified in a TDR transaction and was termed-out due to declining financial information and one residential real estate loan acquired at fair value modified in a TDR transaction and was identified as part of the FWVB merger.

For the three months ended September 30, 2019, there were no TDRs that paid off. For the nine months ended September 30, 2019, one residential real estate TDR loan acquired at fair value paid off.

For the three months ended September 30, 2018, one commercial real estate TDR loan paid off. During the nine months ended September 30, 2018, one commercial and industrial TDR loan was fully charged-off due to declining financial information. In addition, a commercial real estate TDR loan and consumer TDR loan paid off in-full as well as a commercial real estate TDR loan acquired at fair value and commercial and industrial TDR loan acquired at fair value paid off in-full.

Other than the one commercial and industrial TDR loan that was fully charged-off due to declining financial information during the nine months ended September 30, 2018, no TDRs subsequently defaulted during the three and nine months ended September 30, 2019 and 2018, respectively.

The following table presents information at the time of modification related to loans modified in a TDR during the three months ended September 30, 2019 and 2018, and the nine months ended September 30, 2019. There were no loans modified in a TDR transaction during the quarter-ended September 30, 2018.

(Dollars in thousands)

Three Months Ended September 30, 2019

Pre-

Post-

Modification

Number

Outstanding

Recorded

Contracts

Investment

Allowance

Originated Loans

Real Estate

Residential

	Nine Months Ended September 30, 2019
			Pre-		Post-
			Modification		Modification
	Number		Outstanding		Outstanding
	of		Recorded		Recorded		Related
	Contracts		Investment		Investment		Allowance
Originated Loans
Real Estate
Residential		2	$	71	$	71	$	-
Commercial		1		114		114		-
Total		3	$	185	$	185	$	-

	Nine Months Ended September 30, 2018
			Pre-		Post-
			Modification		Modification
	Number		Outstanding		Outstanding
	of		Recorded		Recorded		Related
	Contracts		Investment		Investment		Allowance
Originated Loans
Real Estate
Commercial and Industrial		1	$	161	$	161	$	-
Total		1	$	161	$	161	$	-

Loans Acquired at Fair Value
Real Estate
Residential		1	$	7	$	7	$	-
Total		1	$	7	$	7	$	-

The following table presents a summary of the loans considered to be impaired as of the dates indicated.

	(Dollars in thousands)
	September 30, 2019
					Unpaid		Average		Interest
	Recorded		Related		Principal		Recorded		Income
	Investment		Allowance		Balance		Investment		Recognized
With No Related Allowance Recorded:
Originated Loans
Real Estate:
Residential	$	153	$	-	$	158	$	173	$	3
Commercial		3,573		-		3,625		3,633		70
Construction		280		-		280		336		15
Commercial and Industrial		149		-		151		166		5
Total With No Related Allowance Recorded	$	4,155	$	-	$	4,214	$	4,308	$	93

Loans Acquired at Fair Value
Real Estate:
Residential	$	346	$	-	$	346	$	353	$	12
Commercial		805		-		805		830		33
Total With No Related Allowance Recorded	$	1,151	$	-	$	1,151	$	1,183	$	45

Total Loans
Real Estate:
Residential	$	499	$	-	$	504	$	526	$	15
Commercial		4,378		-		4,430		4,463		103
Construction		280		-		280		336		15
Commercial and Industrial		149		-		151		166		5
Total With No Related Allowance Recorded	$	5,306	$	-	$	5,365	$	5,491	$	138

With A Related Allowance Recorded:
Originated Loans
Real Estate:
Commercial	$	1,677	$	300	$	1,677	$	1,716	$	61
Commercial and Industrial		955		503		1,095		1,011		11
Total With A Related Allowance Recorded	$	2,632	$	803	$	2,772	$	2,727	$	72

Total Impaired Loans:
Originated Loans
Real Estate:
Residential	$	153	$	-	$	158	$	173	$	3
Commercial		5,250		300		5,302		5,349		131
Construction		280		-		280		336		15
Commercial and Industrial		1,104		503		1,246		1,177		16
Total Impaired Loans	$	6,787	$	803	$	6,986	$	7,035	$	165

Loans Acquired at Fair Value
Real Estate:
Residential	$	346	$	-	$	346	$	353	$	12
Commercial		805		-		805		830		33
Total Impaired Loans	$	1,151	$	-	$	1,151	$	1,183	$	45

Total Loans
Real Estate:
Residential	$	499	$	-	$	504	$	526	$	15
Commercial		6,055		300		6,107		6,179		164
Construction		280		-		280		336		15
Commercial and Industrial		1,104		503		1,246		1,177		16
Total Impaired Loans	$	7,938	$	803	$	8,137	$	8,218	$	210

	December 31, 2018
					Unpaid		Average		Interest
	Recorded		Related		Principal		Recorded		Income
	Investment		Allowance		Balance		Investment		Recognized
With No Related Allowance Recorded:
Originated Loans
Real Estate:
Residential	$	71	$	-	$	74	$	82	$	4
Commercial		1,550		-		1,550		1,626		74
Construction		400		-		400		466		25
Commercial and Industrial		382		-		394		403		5
Total With No Related Allowance Recorded	$	2,403	$	-	$	2,418	$	2,577	$	108

Loans Acquired at Fair Value
Real Estate:
Residential	$	1,212	$	-	$	1,212	$	1,234	$	63
Commercial		2,466		-		2,466		1,868		123
Total With No Related Allowance Recorded	$	3,678	$	-	$	3,678	$	3,102	$	186

Total Loans
Real Estate:
Residential	$	1,283	$	-	$	1,286	$	1,316	$	67
Commercial		4,016		-		4,016		3,494		197
Construction		400		-		400		466		25
Commercial and Industrial		382		-		394		403		5
Total With No Related Allowance Recorded	$	6,081	$	-	$	6,096	$	5,679	$	294

With A Related Allowance Recorded:
Originated Loans
Real Estate:
Commercial	$	674	$	211	$	674	$	716	$	40
Commercial and Industrial		1,066		787		1,171		1,193		63
Total With A Related Allowance Recorded	$	1,740	$	998	$	1,845	$	1,909	$	103

Loans Acquired at Fair Value
Real Estate:
Commercial	$	44	$	8	$	44	$	29	$	3
Commercial and Industrial		16		6		16		16		-
Total With A Related Allowance Recorded	$	60	$	14	$	60	$	45	$	3

Total Loans
Real Estate:
Commercial	$	718	$	219	$	718	$	745	$	43
Commercial and Industrial		1,082		793		1,187		1,209		63
Total With A Related Allowance Recorded	$	1,800	$	1,012	$	1,905	$	1,954	$	106

	December 31, 2018 (cont.)
					Unpaid		Average		Interest
	Recorded		Related		Principal		Recorded		Income
	Investment		Allowance		Balance		Investment		Recognized
Total Impaired Loans
Originated Loans
Real Estate:
Residential	$	71	$	-	$	74	$	82	$	4
Commercial		2,224		211		2,224		2,342		114
Construction		400		-		400		466		25
Commercial and Industrial		1,448		787		1,565		1,596		68
Total Impaired Loans	$	4,143	$	998	$	4,263	$	4,486	$	211

Loans Acquired at Fair Value
Real Estate:
Residential	$	1,212	$	-	$	1,212	$	1,234	$	63
Commercial		2,510		8		2,510		1,897		126
Commercial and Industrial		16		6		16		16		-
Total Impaired Loans	$	3,738	$	14	$	3,738	$	3,147	$	189

Total Loans
Real Estate:
Residential	$	1,283	$	-	$	1,286	$	1,316	$	67
Commercial		4,734		219		4,734		4,239		240
Construction		400		-		400		466		25
Commercial and Industrial		1,464		793		1,581		1,612		68
Total Impaired Loans	$	7,881	$	1,012	$	8,001	$	7,633	$	400

The following table presents the activity in the allowance for loan losses summarized by major classifications and segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for potential impairment at the dates and for the periods indicated.

	(Dollars in thousands)
	Real			Real			Real		Commercial
	Estate			Estate			Estate		and
	Residential			Commercial			Construction		Industrial			Consumer			Other		Unallocated		Total
Originated Loans
June 30, 2019	$	1,096		$	3,000		$	488	$	2,605		$	1,500		$	-	$	402	$	9,091
Charge-offs		(7	)		-			-		-			(144	)		-		-		(151	)
Recoveries		1			8			-		1			47			-		-		57
Provision		561			(409	)		49		(272	)		60			-		186		175
September 30, 2019	$	1,651		$	2,599		$	537	$	2,334		$	1,463		$	-	$	588	$	9,172

Loans Acquired at Fair Value
June 30, 2019	$	-		$	446		$	-	$	113		$	-		$	-	$	41	$	600
Charge-offs		(21	)		-			-		(16	)		(21	)		-		-		(58	)
Recoveries		-			27			-		4			5			-		-		36
Provision		21			(99	)		-		(6	)		16			-		68		-
September 30, 2019	$	-		$	374		$	-	$	95		$	-		$	-	$	109	$	578

Total Allowance for Loan Losses
June 30, 2019	$	1,096		$	3,446		$	488	$	2,718		$	1,500		$	-	$	443	$	9,691
Charge-offs		(28	)		-			-		(16	)		(165	)		-		-		(209	)
Recoveries		1			35			-		5			52			-		-		93
Provision		582			(508	)		49		(278	)		76			-		254		175
September 30, 2019	$	1,651		$	2,973		$	537	$	2,429		$	1,463		$	-	$	697	$	9,750

Originated Loans
December 31, 2018	$	1,050		$	2,217		$	395	$	2,698		$	2,027		$	-	$	555	$	8,942
Charge-offs		(28	)		-			-		-			(429	)		-		-		(457	)
Recoveries		10			27			-		3			97			-		-		137
Provision		619			355			142		(367	)		(232	)		-		33		550
September 30, 2019	$	1,651		$	2,599		$	537	$	2,334		$	1,463		$	-	$	588	$	9,172

Loans Acquired at Fair Value
December 31, 2018	$	-		$	476		$	-	$	109		$	-		$	-	$	31	$	616
Charge-offs		(43	)		-			-		(16	)		(22	)		-		-		(81	)
Recoveries		-			29			-		4			10			-		-		43
Provision		43			(131	)		-		(2	)		12			-		78		-
September 30, 2019	$	-		$	374		$	-	$	95		$	-		$	-	$	109	$	578

Total Allowance for Loan Losses
December 31, 2018	$	1,050		$	2,693		$	395	$	2,807		$	2,027		$	-	$	586	$	9,558
Charge-offs		(71	)		-			-		(16	)		(451	)		-		-		(538	)
Recoveries		10			56			-		7			107			-		-		180
Provision		662			224			142		(369	)		(220	)		-		111		550
September 30, 2019	$	1,651		$	2,973		$	537	$	2,429		$	1,463		$	-	$	697	$	9,750

	September 30, 2019
	Real		Real		Real		Commercial
	Estate		Estate		Estate		and
	Residential		Commercial		Construction		Industrial		Consumer		Other		Unallocated		Total
Originated Loans
Individually Evaluated for Impairment	$	-	$	300	$	-	$	503	$	-	$	-	$	-	$	803
Collectively Evaluated for Potential Impairment	$	1,651	$	2,299	$	537	$	1,831	$	1,463	$	-	$	588	$	8,369

Loans Acquired at Fair Value
Individually Evaluated for Impairment	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Collectively Evaluated for Potential Impairment	$	-	$	374	$	-	$	95	$	-	$	-	$	109	$	578

Total Allowance for Loan Losses
Individually Evaluated for Impairment	$	-	$	300	$	-	$	503	$	-	$	-	$	-	$	803
Collectively Evaluated for Potential Impairment	$	1,651	$	2,673	$	537	$	1,926	$	1,463	$	-	$	697	$	8,947

	December 31, 2018
	Real		Real		Real		Commercial
	Estate		Estate		Estate		and
	Residential		Commercial		Construction		Industrial		Consumer		Other		Unallocated		Total
Originated Loans
Individually Evaluated for Impairment	$	-	$	211	$	-	$	787	$	-	$	-	$	-	$	998
Collectively Evaluated for Potential Impairment	$	1,050	$	2,006	$	395	$	1,911	$	2,027	$	-	$	555	$	7,944

Loans Acquired at Fair Value
Individually Evaluated for Impairment	$	-	$	8	$	-	$	6	$	-	$	-	$	-	$	14
Collectively Evaluated for Potential Impairment	$	-	$	468	$	-	$	103	$	-	$	-	$	31	$	602

Total Allowance for Loan Losses
Individually Evaluated for Impairment	$	-	$	219	$	-	$	793	$	-	$	-	$	-	$	1,012
Collectively Evaluated for Potential Impairment	$	1,050	$	2,474	$	395	$	2,014	$	2,027	$	-	$	586	$	8,546

	(Dollars in thousands)
	Real			Real			Real		Commercial
	Estate			Estate			Estate		and
	Residential			Commercial			Construction		Industrial			Consumer			Other		Unallocated			Total
Originated Loans
June 30, 2018	$	863		$	2,311		$	259	$	2,799		$	2,130		$	-	$	336		$	8,698
Charge-offs		-			-			-		-			(126	)		-		-			(126	)
Recoveries		4			22			-		1			48			-		-			75
Provision		78			(12	)		96		(43	)		(72	)		-		(22	)		25
September 30, 2018	$	945		$	2,321		$	355	$	2,757		$	1,980		$	-	$	314		$	8,672

Loans Acquired at Fair Value
June 30, 2018	$	-		$	493		$	-	$	119		$	-		$	-	$	61		$	673
Charge-offs		(4	)		-			-		(58	)		-			-		-			(62	)
Recoveries		-			1			-		-			1			-		-			2
Provision		4			1			-		39			(1	)		-		(43	)		-
September 30, 2018	$	-		$	495		$	-	$	100		$	-		$	-	$	18		$	613

Total Allowance for Loan Losses
June 30, 2018	$	863		$	2,804		$	259	$	2,918		$	2,130		$	-	$	397		$	9,371
Charge-offs		(4	)		-			-		(58	)		(126	)		-		-			(188	)
Recoveries		4			23			-		1			49			-		-			77
Provision		82			(11	)		96		(4	)		(73	)		-		(65	)		25
September 30, 2018	$	945		$	2,816		$	355	$	2,857		$	1,980		$	-	$	332		$	9,285

Originated Loans
December 31, 2017	$	891		$	1,799		$	276	$	2,461		$	2,358		$	-	$	430		$	8,215
Charge-offs		(27	)		-			-		(1,398	)		(424	)		-		-			(1,849	)
Recoveries		16			40			-		4			120			-		-			180
Provision		65			482			79		1,690			(74	)		-		(116	)		2,126
September 30, 2018	$	945		$	2,321		$	355	$	2,757		$	1,980		$	-	$	314		$	8,672

Loans Acquired at Fair Value
December 31, 2017	$	-		$	490		$	-	$	83		$	-		$	-	$	8			581
Charge-offs		(36	)		-			-		(58	)		-			-		-			(94	)
Recoveries		9			115			-		-			3			-		-			127
Provision		27			(110	)		-		75			(3	)		-		10			(1	)
September 30, 2018	$	-		$	495		$	-	$	100		$	-		$	-	$	18		$	613

Total Allowance for Loan Losses
December 31, 2017	$	891		$	2,289		$	276	$	2,544		$	2,358		$	-	$	438		$	8,796
Charge-offs		(63	)		-			-		(1,456	)		(424	)		-		-			(1,943	)
Recoveries		25			155			-		4			123			-		-			307
Provision		92			372			79		1,765			(77	)		-		(106	)		2,125
September 30, 2018	$	945		$	2,816		$	355	$	2,857		$	1,980		$	-	$	332		$	9,285

	September 30, 2018
	Real		Real		Real		Commercial
	Estate		Estate		Estate		and
	Residential		Commercial		Construction		Industrial		Consumer		Other		Unallocated		Total
Originated Loans
Individually Evaluated for Impairment	$	-	$	185	$	-	$	605	$	-	$	-	$	-	$	790
Collectively Evaluated for Potential Impairment	$	945	$	2,136	$	355	$	2,152	$	1,980	$	-	$	314	$	7,882

Loans Acquired at Fair Value
Individually Evaluated for Impairment	$	-	$	11	$	-	$	6	$	-	$	-	$	-	$	17
Collectively Evaluated for Potential Impairment	$	-	$	484	$	-	$	94	$	-	$	-	$	18	$	596

Total Allowance for Loan Losses
Individually Evaluated for Impairment	$	-	$	196	$	-	$	611	$	-	$	-	$	-	$	807
Collectively Evaluated for Potential Impairment	$	945	$	2,620	$	355	$	2,246	$	1,980	$	-	$	332	$	8,478

The following table presents changes in the accretable discount on the loans acquired at fair value for the dates indicated (dollars in thousands).

	Accretable Discount
Balance at December 31, 2018	$	1,912
Accretable Yield		(203	)
Balance at September 30, 2019	$	1,709

The following table presents the major classifications of loans summarized by individually evaluated for impairment and collectively evaluated for potential impairment as of the dates indicated.

	(Dollars in thousands)
	September 30, 2019
	Real		Real		Real		Commercial
	Estate		Estate		Estate		and
	Residential		Commercial		Construction		Industrial		Consumer		Other		Total
Originated Loans
Individually Evaluated for Impairment	$	153	$	5,250	$	280	$	1,104	$	-	$	-	$	6,787
Collectively Evaluated for Potential Impairment		260,092		244,814		58,044		77,484		110,624		11,763		762,821
	$	260,245	$	250,064	$	58,324	$	78,588	$	110,624	$	11,763	$	769,608

Loans Acquired at Fair Value
Individually Evaluated for Impairment	$	346	$	805	$	-	$	-	$	-	$	-	$	1,151
Collectively Evaluated for Potential Impairment		78,531		63,308		-		13,546		1,564		4,490		161,439
	$	78,877	$	64,113	$	-	$	13,546	$	1,564	$	4,490	$	162,590

Total Loans
Individually Evaluated for Impairment	$	499	$	6,055	$	280	$	1,104	$	-	$	-	$	7,938
Collectively Evaluated for Potential Impairment		338,623		308,122		58,044		91,030		112,188		16,253		924,260
	$	339,122	$	314,177	$	58,324	$	92,134	$	112,188	$	16,253	$	932,198

	December 31, 2018
	Real		Real		Real		Commercial
	Estate		Estate		Estate		and
	Residential		Commercial		Construction		Industrial		Consumer		Other		Total
Originated Loans
Individually Evaluated for Impairment	$	71	$	2,224	$	400	$	1,448	$	-	$	-	$	4,143
Collectively Evaluated for Potential Impairment		235,421		227,231		46,424		77,018		119,731		11,623		717,448
	$	235,492	$	229,455	$	46,824	$	78,466	$	119,731	$	11,623	$	721,591

Loans Acquired at Fair Value
Individually Evaluated for Impairment	$	1,212	$	2,510	$	-	$	16	$	-	$	-	$	3,738
Collectively Evaluated for Potential Impairment		90,065		75,099		2,000		12,981		2,510		4,888		187,543
	$	91,277	$	77,609	$	2,000	$	12,997	$	2,510	$	4,888	$	191,281

Total Loans
Individually Evaluated for Impairment	$	1,283	$	4,734	$	400	$	1,464	$	-	$	-	$	7,881
Collectively Evaluated for Potential Impairment		325,486		302,330		48,424		89,999		122,241		16,511		904,991
	$	326,769	$	307,064	$	48,824	$	91,463	$	122,241	$	16,511	$	912,872

Note 5. Leases

The Company evaluates all contracts at commencement to determine if a lease is present. The Company adopted ASC 842 using the prospective method approach to all identified lease contracts or agreements, which permits us not to restate comparative periods. The current period adoption also recognized the use of several practical measures that permitted the Company not to reevaluate prior assumptions regarding the identification and classification of leases. In accordance with ASC 842, leases are defined as either operating or finance leases.

The Company identified 12 lease contracts as of ASC 842 adoption date, January 1, 2019. All lease contracts were classified as operating leases and created operating right-of-use (“ROU”) assets and corresponding lease liabilities on the balance sheet. The leases are ROU assets of land and building for branch and loan production locations. These ROU assets are reported on the accrued interest and other assets line and the related lease liabilities on the accrued interest and other liabilities line on the Consolidated Statement of Financial Condition.

The following tables present the ROU assets, lease expense, weighted average term, discount rate and maturity analysis of lease liabilities for operating leases for the periods indicated.

	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
(dollars in thousands)	2019		2019
Operating Lease Expense	$	115	$	344

Operating Leases
ROU Assets			$	1,395
Operating Cash Flows				312

Weighted Average Lease Term in Years
Operating Leases				6.98

Weighted Average Discount Rate
Operating Leases				2.88	%

	September 30,
(dollars in thousands)	2019
Maturity Analysis
Due in One Year	$	437
Due After One Year to Two Years		335
Due After Two Years to Three Years		217
Due After Three Years to Four Years		98
Due After Four to Five Years		54
Due After Five Years		420
Total	$	1,561
Less: Present Value Discount		161
Lease Liabilities	$	1,400

Note 6. Deposits

The following table shows the maturities of time deposits for the next five years and beyond at the date indicated (dollars in thousands).

	September 30,
Maturity Period:	2019
One Year or Less	$	88,217
Over One Through Two Years		60,938
Over Two Through Three Years		17,995
Over Three Through Four Years		44,744
Over Four Through Five Years		7,686
Over Five Years		5,277
Total	$	224,857

The balance in time deposits that meet or exceed the FDIC insurance limit of $250,000 totaled $71.3 million and $68.0 million as of September 30, 2019 and December 31, 2018, respectively.

Note 7. Short-Term Borrowings

The following table sets forth the components of short-term borrowings as of the dates indicated.

	(Dollars in thousands)
	September 30, 2019					December 31, 2018
			Weighted					Weighted
			Average					Average
	Amount		Rate			Amount		Rate
Federal Funds Purchased:
Average Balance Outstanding During the Period	$	-		-	%	$	37		2.70	%
Maximum Amount Outstanding at any Month End		-					1,500

FHLB Borrowings:
Balance at Period End		-		-			-		-
Average Balance Outstanding During the Period		-		-			19,726		1.86
Maximum Amount Outstanding at any Month End		-					98,960

Securities Sold Under Agreements to Repurchase:
Balance at Period End		29,118		0.58			30,979		0.54
Average Balance Outstanding During the Period		30,261		0.63			29,300		0.53
Maximum Amount Outstanding at any Month End		34,197					35,661
Securities Collaterizing the Agreements at Period-End:
Carrying Value		44,324					48,131
Market Value		44,649					47,083

Note 8. Other Borrowed Funds

Other borrowed funds consist of fixed rate advances from the Federal Home Loan Bank of Pittsburgh (“FHLB”). The following table sets forth the scheduled maturities of other borrowed funds at the dates indicated.

	(Dollars in thousands)
	September 30, 2019					December 31, 2018
			Weighted					Weighted
			Average					Average
	Amount		Rate			Amount		Rate
Due in One Year	$	6,000		1.88	%	$	6,000		1.78	%
Due After One Year to Two Years		5,000		2.09			6,000		1.97
Due After Two Years to Three Years		3,000		2.23			5,000		2.18
Due After Three Years to Four Years		3,000		2.41			3,000		2.41
Total	$	17,000		2.09		$	20,000		2.03

As of September 30, 2019, the Company maintained a credit arrangement with a maximum borrowing limit of approximately $369.1 million with the FHLB. This arrangement is subject to annual renewal, incurs no service charge, and is secured by a blanket security agreement on outstanding residential mortgage loans and the Company’s investment in FHLB stock. Under this arrangement the Company had available a variable rate Line of Credit in the amount of $147.0 million as of September 30, 2019 and December 31, 2018, respectively, of which, there was no outstanding balance as of September 30, 2019 and December 31, 2018.

The Company maintains a Borrower-In-Custody of Collateral line of credit agreement with the Federal Reserve Bank (“FRB”) for $99.7 million that requires monthly certification of collateral, is subject to annual renewal, incurs no service charge and is secured by commercial and consumer indirect auto loans. The Company also maintains multiple line of credit arrangements with various unaffiliated banks totaling $60.0 million as of September 30, 2019, and December 31, 2018, respectively. As of September 30, 2019, and December 31, 2018, no draws had been taken on these facilities.

Note 9. Commitments and Contingent Liabilities

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business primarily to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and performance letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statement of Financial Condition. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and performance letters of credit written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Commitments and conditional obligations are evaluated the same as on-balance-sheet instruments but do not have a corresponding reserve recorded. The Company’s opinion on not implementing a corresponding reserve for off-balance-sheet instruments is supported by historical factors of no losses recorded due to these items. The Company is continually evaluating these items for credit quality and any future need for the corresponding reserve.

The following table presents the unused and available credit balances of financial instruments whose contracts represent credit risk at the dates indicated.

	(Dollars in thousands)
	September 30,		December 31,
	2019		2018
Standby Letters of Credit	$	36,764	$	37,559
Performance Letters of Credit		2,966		3,544
Commitments to Extend Credit		1,974		2,783
Construction Mortgages		50,145		56,691
Personal Lines of Credit		6,511		6,186
Overdraft Protection Lines		6,295		6,140
Home Equity Lines of Credit		20,720		21,520
Commercial Lines of Credit		80,410		74,602
	$	205,785	$	209,025

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

Performance 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 letter. For secured letters of credit, the collateral is typically Company deposit instruments or customer business assets.

Note 10. Fair Value Disclosure

FASB ASC 820 “Fair Value Measurement” defines fair value and provides the framework for measuring fair value and required disclosures about fair value measurements. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability at the transaction date. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation methods to determine fair value.

The three levels of fair value hierarchy are as follows:

Level I – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available.

Level II – Fair value is based on significant inputs, other than Level I inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level II inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets, and other observable inputs.

Level III – Fair value would be based on significant unobservable inputs. Examples of valuation methodologies that would result in Level III classification include option pricing models, discounted cash flows, and other similar techniques.

This hierarchy requires the use of observable market data when available. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.

The following table presents the financial assets measured at fair value on a recurring basis and reported on the Consolidated Statement of Financial Condition as of the dates indicated, by level within the fair value hierarchy. The majority of the Company’s securities are included in Level II of the fair value hierarchy. Fair values for Level II securities were primarily determined by a third-party pricing service using both quoted prices for similar assets, when available, and model-based valuation techniques that derive fair value based on market-corroborated data, such as instruments with similar prepayment speeds and default interest rates. The standard inputs that are normally used include benchmark yields of like securities, reportable trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. There were no transfers from Level I to Level II and no transfers into or out of Level III during the nine months ended September 30, 2019 or year ended December 31, 2018.

		(Dollars in thousands)
	Fair Value	September 30,		December 31,
	Hierarchy	2019		2018
Available for Sales Securities:
Debt Securities
U.S. Government Agencies	Level II	$	57,715	$	80,579
Obligations of States and Political Subdivisions	Level II		27,384		44,601
Mortgage-Backed Securities - Government-Sponsored Enterprises	Level II		129,839		97,771
Total Debt Securities			214,938		222,951

Marketable Equity Securities
Mutual Funds	Level I		1,006		968
Other	Level I		1,601		1,490
Total Marketable Equity Securities			2,607		2,458
Total Available-for-Sale Securities		$	217,545	$	225,409

The following table presents the financial assets measured at fair value on a nonrecurring basis on the Consolidated Statement of Financial Condition as of the dates indicated by level within the fair value hierarchy. The table also presents the significant unobservable inputs used in the fair value measurements. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves. Techniques used to value the collateral that secure the impaired loans include quoted market prices for identical assets classified as Level I inputs or observable inputs, employed by certified appraisers, for similar assets classified as Level II inputs. In cases where valuation techniques included inputs that are unobservable and are based on estimates and assumptions developed by management based on the best information available under each circumstance, the asset valuation is classified as Level III inputs.

(Dollars in thousands)

Fair Value at

Significant

Fair Value

September 30,

December 31,

Valuation

Significant

Unobservable

Financial Asset

Hierarchy

2019

2018

Techniques

Unobservable Inputs

Input Value

Impaired Loans

Level III

1,829

788

Market Comparable Properties

Marketability Discount

10%

30%

⁽¹⁾

OREO

Level III

Market Comparable Properties

Marketability Discount

10%

50%

⁽¹⁾

⁽¹⁾Range includes discounts taken since appraisal and estimated values.

Impaired loans are evaluated when a loan is identified as impaired and valued at the lower of cost or fair value at that time. Fair value is measured based on the value of the collateral securing these loans and is classified as Level III in the fair value hierarchy. At September 30, 2019 and December 31, 2018, the fair value of impaired loans consists of the loan balances of $2.6 million and $1.8 million, respectively, less their specific valuation allowances of $803,000 and $1.0 million, respectively.

OREO properties are evaluated at the time of acquisition and recorded at fair value, less estimated selling costs. After acquisition, OREO is recorded at the lower of cost or fair value, less estimated selling costs. The fair value of an OREO property is determined from a qualified independent appraisal and is classified as Level III in the fair value hierarchy.

For the three months ended September 30, 2019, one residential real estate loan with a fair value of $270,000 was transferred to OREO and was subsequently sold at a loss of $16,000. In addition, a residential real estate OREO property with a fair value of $117,000 sold at a loss of $20,000.

For the three months ended September 30, 2018, one residential real estate loan for $46,000 transferred to OREO.

For the nine months ended September 30, 2019, one commercial real estate OREO property with a fair value of $697,000 was sold at a $33,000 gain and one residential real estate property with a fair value of $46,000 was sold at a loss of $3,000. In addition, three residential real estate loans with a fair value of $427,000 transferred into OREO, of which two properties with a fair value of $386,000 were subsequently sold at a net loss of $36,000.

For the nine months ended September 30, 2018, one commercial real estate OREO property with a $697,000 fair value was acquired as part of the FWVB merger, one residential real estate loan for $46,000 transferred to OREO, and one residential real estate OREO property was sold at a gain of $19,000.

Financial instruments are defined as cash, evidence of an ownership in an entity, or a contract which creates an obligation or right to receive or deliver cash or another financial instrument from/to a second entity on potentially favorable or unfavorable terms.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If no readily available market exists, the fair value estimates for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimated losses and other factors, as determined through various option pricing formulas or simulation modeling. As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain, the resulting estimated fair values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition, changes in the assumptions on which the estimated fair values are based may have significant impact on the resulting estimated fair values.

As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments, the estimated fair value of financial instruments would not represent the full value of the Company.

The following table presents the estimated fair values of the Company’s financial instruments at the dates indicated.

		(Dollars in thousands)
		September 30, 2019				December 31, 2018
	Fair Value	Carrying		Fair		Carrying		Fair
	Hierarchy	Value		Value		Value		Value
Financial Assets:
Cash and Due From Banks:
Interest Bearing	Level I	$	71,267	$	71,267	$	39,356	$	39,356
Non-Interest Bearing	Level I		17,146		17,146		13,997		13,997
Investment Securities:
Available for Sale	See Above		217,545		217,545		225,409		225,409
Loans, Net	Level III		922,448		942,137		903,314		899,673
Restricted Stock	Level II		3,695		3,695		3,909		3,909
Bank-Owned Life Insurance	Level II		24,080		24,080		22,922		22,922
Accrued Interest Receivable	Level II		3,403		3,403		3,436		3,436

Financial Liabilities:
Deposits	Level II		1,125,908		1,130,523		1,086,658		1,085,708
Short-term Borrowings	Level II		29,118		29,118		30,979		30,979
Other Borrowed Funds	Level II		17,000		18,475		20,000		19,733
Accrued Interest Payable	Level II		925		925		594		594

Note 11. Other Noninterest Expense

The details of other noninterest expense for the Company’s consolidated statement of income for the three and nine months ended September 30, 2019 and 2018, are as follows:

	(Dollars in thousands)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Other Noninterest Expense
Non-employee compensation	$	131	$	176	$	402	$	444
Printing and supplies		96		153		289		420
Postage		62		63		195		171
Telephone		155		161		455		411
Charitable contributions		17		12		41		33
Dues and subscriptions		34		46		132		174
Loan expenses		133		140		343		345
Meals and entertainment		23		42		124		142
Travel		50		61		147		171
Training		18		19		40		56
Miscellaneous		284		448		949		857
Total Other Noninterest Expense	$	1,003	$	1,321	$	3,117	$	3,224

Note 12. Segment and Related Information

At September 30, 2019, the Company’s business activities were comprised of two operating segments, which are community banking and insurance brokerage services. CB Financial Services, Inc. is the parent company of the Bank and Exchange Underwriters, a wholly owned subsidiary of the Bank. Exchange Underwriters has an independent board of directors from the Company and is managed separately from the banking and related financial services that the Company offers. Exchange Underwriters is an independent insurance agency that offers property, casualty, commercial liability, surety and other insurance products.

The following is a table of selected financial data for the Company’s subsidiaries and consolidated results at the dates and for the periods indicated.

(Dollars in thousands)	Community Bank		Exchange Underwriters, Inc.		CB Financial Services, Inc.			Net Eliminations			Consolidated

September 30, 2019
Assets	$	1,327,256	$	3,511	$	148,117		$	(151,028	)	$	1,327,856
Liabilities		1,182,902		897		19			(4,060	)		1,179,758
Stockholders' equity		144,354		2,614		148,098			(146,968	)		148,098

December 31, 2018
Assets	$	1,278,513	$	5,155	$	137,908		$	(140,275	)	$	1,281,301
Liabilities		1,144,293		2,445		283			(3,345	)		1,143,676
Stockholders' equity		134,220		2,710		137,625			(136,930	)		137,625

Three Months Ended September 30, 2019
Interest and dividend income	$	13,083	$	1	$	1,318		$	(1,304	)	$	13,098
Interest expense		2,002		-		-			-			2,002
Net interest income		11,081		1		1,318			(1,304	)		11,096
Provision for loan losses		175		-		-			-			175
Net interest income after provision for loan losses		10,906		1		1,318			(1,304	)		10,921
Noninterest income		1,251		984		(36	)		-			2,199
Noninterest expense		7,634		853		3			-			8,490
Undistributed net income of subsidiary		90		-		2,463			(2,553	)		-
Income before income tax expense (benefit)		4,613		132		3,742			(3,857	)		4,630
Income tax expense (benefit)		846		42		(4	)		-			884
Net income of CB Financial Services Inc.	$	3,767	$	90	$	3,746		$	(3,857	)	$	3,746

Nine Months Ended September 30, 2019
Total interest income	$	38,018	$	2	$	3,955		$	(3,912	)	$	38,063
Total interest expense		5,828		-		-			-			5,828
Net interest income		32,190		2		3,955			(3,912	)		32,235
Provision for loan losses		550		-		-			-			550
Net interest income after provision for loan losses		31,640		2		3,955			(3,912	)		31,685
Noninterest income		3,634		3,212		67			-			6,913
Noninterest expense		23,877		2,716		9			-			26,602
Undistributed net income of subsidiary		340		-		5,654			(5,994	)		-
Income before income tax expense (benefit)		11,737		498		9,667			(9,906	)		11,996
Income tax expense (benefit)		2,171		158		17			-			2,346
Net income of CB Financial Services Inc.	$	9,566	$	340	$	9,650		$	(9,906	)	$	9,650

Three Months Ended September 30, 2018
Total interest income	$	11,749	$	-	$	1,206		$	(1,191	)	$	11,764
Total interest expense		1,594		-		-			-			1,594
Net interest income		10,155		-		1,206			(1,191	)		10,170
Provision for loan losses		25		-		-			-			25
Net interest income after provision for loan losses		10,130		-		1,206			(1,191	)		10,145
Noninterest income		1,131		916		50			(9	)		2,088
Noninterest expense		8,258		893		223			(9	)		9,365
Undistributed net income of subsidiary		10		-		1,256			(1,266	)		-
Income before income tax expense (benefit)		3,013		23		2,289			(2,457	)		2,868
Income tax expense (benefit)		566		13		(3	)		-			576
Net income of CB Financial Services Inc.	$	2,447	$	10	$	2,292		$	(2,457	)	$	2,292

Nine Months Ended September 30, 2018
Total interest income	$	31,121	$	1	$	13,123		$	(13,084	)	$	31,161
Total interest expense		4,210		-		-			-			4,210
Net interest income		26,911		1		13,123			(13,084	)		26,951
Provision for loan losses		2,125		-		-			-			2,125
Net interest income after provision for loan losses		24,786		1		13,123			(13,084	)		24,826
Noninterest income		3,502		2,721		85			(9	)		6,299
Noninterest expense		22,421		2,250		864			(9	)		25,526
Undistributed net income of subsidiary		321		-		(7,813	)		7,492			-
Income before income tax expense (benefit)		6,188		472		4,531			(5,592	)		5,599
Income tax expense (benefit)		917		151		(91	)		-			977
Net income of CB Financial Services Inc.	$	5,271	$	321	$	4,622		$	(5,592	)	$	4,622

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

This discussion should be read in conjunction with the unaudited consolidated financial statements, notes and tables included in this report. For further information, refer to the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Forward-Looking Statements

This report contains certain “forward-looking statements” within the meaning of the federal securities laws. These statements are not historical facts, but rather statements based on the Company’s current expectations regarding its business strategies, intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions. Management’s ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors which could affect actual results include, but are not limited to, the following:

General and local economic conditions;

Changes in interest rates, deposit flows, demand for loans, real estate values and competition;

Competitive products and pricing;

The ability of our customers to make scheduled loan payments;

Loan delinquency rates and trends;

Our ability to manage the risks involved in our business;

Our ability to integrate the operations of businesses we acquire;

Inflation, market and monetary fluctuations;

Our ability to control costs and expenses;

Changes in federal and state legislation and regulation applicable to our business; and

Other factors disclosed in the Company’s periodic filings with the Securities and Exchange Commission.

The Company uses the current statutory federal income tax rate of 21.0% to value its deferred tax assets and liabilities. In addition, all deferred tax assets and liabilities including deferred tax assets and liabilities that were retained from the FWVB merger have been tax effected at the WV state income tax rate of 6.5% times the appropriate WV state apportionment according to state revenue laws regarding nexus.

The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.

General

CB Financial Services, Inc. is a bank holding company established in 2006 and headquartered in Carmichaels, Pennsylvania. CB Financial’s business activity is conducted primarily through its wholly owned banking subsidiary Community Bank.

The Bank is a Pennsylvania-chartered commercial bank headquartered in Carmichaels, Pennsylvania. The Bank operates from twenty offices in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania, seven offices in Brooke, Marshall, Ohio, Upshur and Wetzel Counties in West Virginia, and one office in Belmont County in Ohio. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. Property and casualty, commercial liability, surety and other insurance products are offered through Exchange Underwriters, Inc., the Bank’s wholly owned subsidiary that is a full-service, independent insurance agency.

On April 30, 2018, the Company completed its merger with FWVB. For additional information regarding the merger, refer to Note 2 in the Notes to Consolidated Financial Statements.

On August 1, 2018, the Bank’s insurance subsidiary, Exchange Underwriters, completed its acquisition of the Beynon Insurance customer list.

Overview

The following discussion and analysis is presented to assist in the understanding and evaluation of our consolidated financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q and should be read in conjunction therewith. The detailed discussion focuses on our consolidated financial condition as of September 30, 2019, compared to the financial condition as of December 31, 2018 and the consolidated results of operations for the three and nine months ended September 30, 2019 and 2018.

Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for loan losses, noninterest income and noninterest expense. Noninterest income consists primarily of fees and service charges on deposit accounts, fees and charges on loans, insurance commissions, income from bank-owned life insurance and other income. Noninterest expense consists primarily of expenses related to salaries and employee benefits, occupancy and equipment, contracted services, legal fees, OREO, advertising and promotion, stationery and supplies, deposit and general insurance and other expenses.

Financial institutions like us, in general, are significantly affected by economic conditions, competition, and the monetary and fiscal policies of the federal government. Lending activities are influenced by the demand for and supply of housing, competition among lenders, interest rate conditions, and funds availability. Our operations and lending are principally concentrated in southwestern Pennsylvania and Ohio Valley market areas.

Statement of Financial Condition Analysis

Assets. Total assets increased $46.6 million, or 3.6%, to $1.33 billion at September 30, 2019, from $1.28 billion at December 31, 2018.

Cash and due from banks increased $35.1 million, or 65.7%, to $88.4 million at September 30, 2019, compared to $53.4 million at December 31, 2018. This is primarily the result of an increase in deposits as well as investment security activity that was not fully repurposed through loan production due to unexpected loan payoffs.

Investment securities classified as available-for-sale decreased $7.9 million, or 3.5%, to $217.5 million at September 30, 2019, compared to $225.4 million at December 31, 2018. This was primarily the result of $64.0 million of security sales, repayments and calls partially offset by $50.2 million of purchases and an increase in market value of the portfolio. A portion of the portfolio was restructured in the current year to mitigate deteriorating investments-credit risk and to reinvest in higher yielding, longer-term investments as well as to mitigate call risk in a declining interest rate environment.

Net loans increased $19.1 million, or 2.1%, to $922.4 million at September 30, 2019, compared to $903.3 million at December 31, 2018. This was primarily due to net loan originations of $12.4 million in residential mortgage loans, $9.5 million in construction loans, and $7.1 million in commercial real estate loans, partially offset by a decrease of $10.1 million in consumer loans. Nonperforming loans, which includes nonaccrual loans, accruing loans past due 90 days or more and troubled debt restructurings, increased $1.5 million to $7.8 million at September 30, 2019 primarily due to a $2.9 million commercial real estate loan that was placed on nonaccrual due to alleged fraudulent activity. Based on the most recent appraisal, the loan was not impaired and therefore, the Bank does not expect to incur a loss. This was partially offset by an $851,000 residential TDR payoff in-full. As a result, nonperforming loans to total loans ratio increased 15 basis points to 0.84% at September 30, 2019, compared to 0.69% at December 31, 2018.

Liabilities. Total liabilities increased $36.1 million, or 3.2%, to $1.18 billion at September 30, 2019 compared to $1.14 billion at December 31, 2018.

Total deposits increased $39.3 million, or 3.6%, to $1.13 billion at September 30, 2019, from $1.09 billion at December 31, 2018. There were increases of $12.2 million in NOW accounts, $10.9 million in demand deposits, $10.0 million in time deposits, $4.9 million in savings accounts, and $4.7 million in brokered deposits, partially offset by a decrease of $3.5 million in money market accounts. This increase is largely the result of cyclical tax deposits received on municipal demand deposit and NOW account as well as an increase in time deposits greater than $100,000. The Bank has been selective on offering promotional interest rates and continues to evaluate its rate structure in light of recent rate decreases by the Federal Reserve.

Short-term borrowings decreased $1.9 million, or 6.0%, to $29.1 million at September 30, 2019, compared to $31.0 million at December 31, 2018. At September 30, 2019 and December 31, 2018, short-term borrowings were comprised entirely of securities sold under agreements to repurchase. The decrease is related to business deposit customers whose funds, above designated target balances, are transferred into an overnight interest-earning investment account by purchasing securities from the Bank’s investment portfolio under an agreement to repurchase.

Other borrowed funds decreased $3.0 million, due to a FHLB borrowing that matured in the current period.

Stockholders’ Equity. Stockholders’ equity increased $10.5 million, or 7.6%, to $148.1 million at September 30, 2019, compared to $137.6 million at December 31, 2018. Net income was $9.7 million for the nine months ended September 30, 2019. Book value per share was $27.26 , an increase of $1.93 , or 7.1%, at September 30, 2019, compared to $25.33 for December 31, 2018. The Company paid $3.9 million in dividends to stockholders and accumulated other comprehensive income increased $4.5 million primarily due to improved market interest rate conditions in the current period on the Bank’s available-for-sale debt securities.

Results of Operations for the Three Months Ended September 30, 2019 and 2018

Overview. Net income increased $1.5 million to $3.7 million for the three months ended September 30, 2019, compared to $2.3 million for the three months ended September 30, 2018. The quarterly results were mainly impacted by average period over period loan growth, which produced increased net interest income, and decreases in various noninterest expenses.

Net Interest Income. Net interest income increased $926,000, or 9.1%, to $11.1 million for the three months ended September 30, 2019, compared to $10.2 million for the three months ended September 30, 2018.

Interest and dividend income increased $1.3 million, or 11.3%, to $13.1 million for the three months ended September 30, 2019 compared to $11.8 million for the three months ended September 30, 2018.

Interest income on loans increased $940,000 for the three months ended September 30, 2019, compared to the three months ended September 30, 2018. Average net loans increased by $35.4 million for the three months ended September 30, 2019, compared to the three months ended September 30, 2018 primarily due to organic commercial and residential real estate loan growth which increased $30.3 million and $17.5 million respectively, and also contributed to an increase of 23 basis points in loan yield.

Interest income on taxable securities increased $303,000, mainly due to an increase of $16.0 million in the average balance and 40 basis points in yield in the current period. A portion of the portfolio was restructured in the current year to increase net yields.

Interest income on federal funds sold increased $103,000 and other interest and dividend income increased $102,000 due to an increase of $22.0 million in the average balance of other interest-earning assets primarily from increased deposits at correspondent banks. The Company is maintaining cash to support expected future loan demand.

Interest income on tax-exempt securities decreased $114,000 in the current period. This was due to lower yielding security calls and sales, which attributed to an average balance decrease of $19.3 million.

Interest expense increased $408,000, or 25.6%, to $2.0 million for the three months ended September 30, 2019, compared to $1.6 million for the three months ended September 30, 2018.

Interest expense on deposits increased $466,000 due to an increase in average interest-bearing deposits of $58.3 million combined with a 17 basis point increase in average cost. Average interest-bearing demand deposits increased $35.2 million driven by higher-cost municipal deposits, which increased average cost by 17 basis points. In addition, average time deposits increase $14.2 million primarily from time deposits with balances greater than $100,000 from special promotions, which increased average cost by 49 basis points.

Interest expense on other borrowed funds decreased $37,000 primarily due to a FHLB long-term borrowing that matured in the current period and was retired.

Average Balances and Yields. The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. Average balances are derived from daily balances over the periods indicated. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Tax-equivalent yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21%. As such, amounts will not agree to income as reported in the consolidated financial statements. Average balances for loans are net of the allowance for loan losses, and include nonaccrual loans. Nonaccrual loans are included in average balances only. The yields and costs for the periods indicated are derived by dividing annualized income or expense by the average balances of assets or liabilities, respectively, for the periods presented.

	(Dollars in thousands) (Unaudited)
	Three Months Ended September 30,
	2019							2018
			Interest							Interest
	Average		and		Yield/			Average		and		Yield/
	Balance		Dividends		Cost ⁽¹⁾			Balance		Dividends		Cost ⁽¹⁾
Assets:
Interest-Earning Assets:
Loans, Net	$	920,029	$	11,015		4.75	%	$	884,623	$	10,080		4.52	%
Investment Securities
Taxable		194,240		1,505		3.10			178,284		1,202		2.70
Exempt From Federal Tax		27,592		246		3.57			46,901		394		3.36
Other Interest-Earning Assets		41,863		405		3.84			19,894		200		3.99
Total Interest-Earning Assets		1,183,724		13,171		4.41			1,129,702		11,876		4.17
Noninterest-Earning Assets		135,172							110,513
Total Assets	$	1,318,896						$	1,240,215

Liabilities and Stockholders' equity:
Interest-Bearing Liabilities:
Interest-Bearing Demand Deposits	$	225,805		303		0.53	%	$	190,582		171		0.36	%
Savings		216,923		118		0.22			206,513		143		0.27
Money Market		178,485		241		0.54			179,998		221		0.49
Time Deposits		224,483		1,202		2.12			210,302		863		1.63
Total Interest-Bearing Deposits		845,696		1,864		0.87			787,395		1,398		0.70

Borrowings		45,066		138		1.21			58,454		196		1.33
Total Interest-Bearing Liabilities		890,762		2,002		0.89			845,849		1,594		0.75

Noninterest-Bearing Demand Deposits		271,013							254,727
Other Liabilities		9,949							5,333
Total Liabilities		1,171,724							1,105,909

Stockholders' Equity		147,172							134,306
Total Liabilities and Stockholders' Equity	$	1,318,896						$	1,240,215

Net Interest Income			$	11,169						$	10,282

Net Interest Rate Spread ⁽²⁾						3.52	%						3.42	%
Net Interest-Earning Assets ⁽³⁾	$	292,962						$	283,853
Net Interest Margin ⁽⁴⁾						3.74							3.61
Return on Average Assets						1.13							0.73
Return on Average Equity						10.10							6.77
Average Equity to Average Assets						11.16							10.83
Average Interest-Earning Assets to
Average Interest-Bearing Liabilities						132.89							133.56

(1)

Annualized.

(2)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4)

Net interest margin represents annualized net interest income divided by average total interest-earning assets. Interest income and yields are on a fully tax equivalent basis utilizing a marginal tax rate of 21% for the three months ended September 30, 2019, and 2018, respectively.

Rate/Volume Analysis. The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. Tax-equivalent yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21%. The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. The total column represents the sum of the prior columns.

	(Dollars in thousands) (Unaudited)
	Three Months Ended September 30, 2019
	Compared To
	Three Months Ended September 30, 2018
	Increase (Decrease) Due to
	Volume			Rate			Total
Interest and Dividend Income:
Loans, net	$	410		$	525		$	935
Investment Securities:
Taxable		115			188			303
Exempt From Federal Tax		(172	)		24			(148	)
Other Interest-Earning Assets		211			(6	)		205
Total Interest-Earning Assets		564			731			1,295

Interest Expense:
Deposits		110			356			466
Borrowings		(41	)		(17	)		(58	)
Total Interest-Bearing Liabilities		69			339			408
Change in Net Interest Income	$	495		$	392		$	887

Provision for Loan Losses. The provision for loan losses was $175,000 for the three months ended September 30, 2019, compared to $25,000, for the three months ended September 30, 2018. Net charge-offs for the three months ended September 30, 2019 were $116,000, which included net-charge-offs of $113,000 on automobile loans, compared to $111,000 of net charge-offs for the three months ended September 30, 2018, which included $63,000 of net charge-offs on automobile loans. Management analyzes the loan portfolio on a quarterly basis to determine the adequacy of the allowance for loan losses and the need for additional provisions for loan losses. While several unexpected commercial loan payoffs offset loan production in the current quarterly period and net charge-offs were comparable to the prior period, declining economic indicators triggered an adjustment to the qualitative factors, which was the primary driver of the current period provision. In addition, updated impairment analyses on two commercial real estate loans indicated improved market value of collateral and financial information resulting in a decrease in specific reserves. The minimal quarterly provision in the prior period was primarily due to loan payoffs mainly offsetting loan growth.

Noninterest Income. Noninterest income increased $111,000, or 5.3%, to $2.2 million for the three months ended September 30, 2019, compared to $2.1 million for the three months ended September 30, 2018.

In the prior period, the Company recognized a $74,000 net loss on the disposal of fixed assets due to the write-off of the leasehold improvements of the former Washington Business Center that was vacated on September 30, 2018.

Insurance commissions increased $65,000 due to increased direct bill personal lines and property and casualty commission and fee income as a result of the Beynon customer list acquisition partially offset by a decrease in contingency fees received. Contingency fees are commissions that are contingent upon several factors including, but not limited to, eligible written premiums, earned premiums, incurred losses, policy cancellations and stop loss charges.

Other noninterest income increased $51,000 primarily due to decreased amortization of mortgage servicing rights on sold mortgages.

The change in fair value of equity securities portfolio resulted in a $60,000 decrease in income in the current period.

Service fees on deposit accounts decreased $55,000 due to decreased volume in ATM and Mastercard debit card fees and nonsufficient funds and overdraft fees in the current quarter.

Noninterest Expense. Noninterest expense decreased $875,000, or 9.3%, to $8.5 million for the three months ended September 30, 2019, compared to $9.4 million for the three months ended September 30, 2018.

Merger-related expense decreased $61,000 due to recognition of final merger costs in the prior period from the FWVB merger.

Occupancy decreased $258,000 primarily due to the lease termination of the former FWVB corporate center and former Washington Business Center as the Bank moved into the BPMCC in the prior period.

Equipment expense decreased $150,000 primarily due to fully depreciated items and a decrease in data processing and maintenance expenses.

Salaries and employee benefits decreased $80,000, primarily related to a decrease in commissions for producers of the insurance subsidiary.

The Federal Deposit Insurance Corporation (“FDIC”) assessment expense decreased $62,000 due to deposit insurance fund credits approved for banks with less than $10 billion in assets.

Other noninterest expense decreased $318,000 primarily due to other losses that were written off as a result of the FWVB merger as well as decreases in printing and office supplies and director-related restricted stock compensation expenses.

Income Tax Expense. Income taxes increased $308,000 to $884,000 for the three months ended September 30, 2019, compared to $576,000, for the three months ended September 30, 2018. The effective tax rate for the three months ended September 30, 2019 was 19.1%, compared to 20.1%, for the three months ended September 30, 2018. The increase in income taxes was due to an increase of $1.8 million in pre-tax income.

Results of Operations for the Nine Months Ended September 30, 2019 and 2018

Overview. Net income increased $5.0 million, to $9.7 million for the nine months ended September 30, 2019 compared to $4.6 million for the nine months ended September 30, 2018. Results for the nine months ended September 30, 2019 were largely impacted by the full period effect of the FWVB merger that was completed on April 30, 2018.

Net Interest Income. Net interest income increased $5.3 million, or 19.6%, to $32.2 million for the nine months ended September 30, 2019, compared to $27.0 million for the nine months ended September 30, 2018.

Interest and dividend income increased $6.9 million, or 22.1%, to $38.1 million for the nine months ended September 30, 2019, compared to $31.2 million for the nine months ended September 30, 2018.

Interest income on loans increased $4.8 million due to an increase in average loans outstanding of $82.4 million, primarily commercial and residential real estate, and an increase of 31 basis points in loan yield.

Interest income on taxable securities increased $1.5 million in the current period. The average balance for taxable securities increased $55.1 million combined with an increase of 34 basis points in yield. A portion of the portfolio was restructured in the current year to increase net yields.

Other interest and dividend income increased $367,000 and interest income on federal funds sold increased $322,000 as a result of an increase of $32.0 million in deposits with correspondent banks in the current period.

Interest income on tax-exempt securities decreased $140,000 due to a decrease of $11.1 million in the average balance on securities exempt from federal tax. Despite the average balance decrease, there was an increase of 34 basis points in yield as a result of calls and sales of securities with lower prevailing yields. A portion of the portfolio was restructured in the current year to increase net yields and to mitigate call risk.

Interest expense increased $1.6 million, or 38.4%, to $5.8 million for the nine months ended September 30, 2019, compared to $4.2 million for the nine months ended September 30, 2018.

Interest expense on deposits increased $2.0 million due to an increase in average interest-bearing deposits of $145.5 million. The average cost of interest-bearing deposits increased 22 basis points in the current period driven by higher cost municipal and time deposits. Although recent market interest rate cuts have occurred, higher cost certificates of deposit will continue to impact interest expense until maturity.

Interest expense on short-term borrowings decreased $330,000 in the current period primarily due to retired FHLB overnight borrowings that had an average balance of $26.4 million.

Interest expense on other borrowed funds decreased $86,000 primarily due to maturity of a FHLB long-term borrowing that was retired.

	(Dollars in thousands) (Unaudited)
	Nine Months Ended September 30,
	2019							2018
			Interest							Interest
	Average		and		Yield/			Average		and		Yield/
	Balance		Dividends		Cost			Balance		Dividends		Cost
Assets:
Interest-Earning Assets:
Loans, Net	$	908,198	$	32,189		4.74	%	$	825,781	$	27,374		4.43	%
Investment Securities
Taxable		194,533		4,159		2.85			139,456		2,624		2.51
Exempt From Federal Tax		33,023		875		3.53			44,097		1,054		3.19
Other Interest-Earning Assets		47,004		1,097		3.12			14,980		408		3.64
Total Interest-Earning Assets		1,182,758		38,320		4.33			1,024,314		31,460		4.11
Noninterest-Earning Assets		120,291							86,168
Total Assets	$	1,303,049						$	1,110,482

Liabilities and Stockholders' equity:
Interest-Bearing Liabilities:
Interest-Bearing Demand Deposits	$	217,762		872		0.54	%	$	162,210		412		0.34	%
Savings		215,835		413		0.26			176,742		329		0.25
Money Market		180,494		778		0.58			159,225		541		0.45
Time Deposits		220,993		3,344		2.02			191,372		2,090		1.46
Total Interest-Bearing Deposits		835,084		5,407		0.87			689,549		3,372		0.65

Borrowings		47,887		421		1.18			77,236		838		1.45
Total Interest-Bearing Liabilities		882,971		5,828		0.88			766,785		4,210		0.73

Noninterest-Bearing Demand Deposits		267,155							224,883
Other Liabilities		9,601							4,764
Total Liabilities		1,159,727							996,432

Stockholders' Equity		143,322							114,050
Total Liabilities and Stockholders' Equity	$	1,303,049						$	1,110,482

Net interest income			$	32,492						$	27,250

Net Interest Rate Spread ⁽²⁾						3.45	%						3.38	%
Net Interest-Earning Assets ⁽³⁾	$	299,787						$	257,529
Net Interest Margin ⁽⁴⁾						3.67							3.56
Return on Average Assets						0.99							0.56
Return on Average Equity						9.00							5.42
Average Equity to Average Assets						11.00							10.27
Average Interest-Earning Assets to
Average Interest-Bearing Liabilities						133.95							133.59

(1)

Annualized.

(2)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4)

Net interest margin represents annualized net interest income divided by average total interest-earning assets. Interest income and yields are on a fully tax equivalent basis utilizing a marginal tax rate of 21% for the nine months ended September 30, 2019, and 2018, respectively.

	(Dollars in thousands) (Unaudited)
	Nine Months Ended September 30, 2019
	Compared To
	Nine Months Ended September 30, 2018
	Increase (Decrease) Due to
	Volume			Rate			Total

Interest and Dividend Income:
Loans, net	$	2,821		$	1,994		$	4,815
Investment Securities:
Taxable		1,143			392			1,535
Exempt From Federal Tax		(283	)		104			(179	)
Other Interest-Earning Assets		755			(66	)		689
Total Interest-Earning Assets		4,436			2,424			6,860

Interest Expense:
Deposits		753			1,282			2,035
Borrowings		(280	)		(137	)		(417	)
Total Interest-Bearing Liabilities		473			1,145			1,618
Change in Net Interest Income	$	3,963		$	1,279		$	5,242

Provision for Loan Losses. The provision for loan losses decreased $1.6 million, to $550,000, for the nine months ended September 30, 2019, compared to $2.1 million of provision for loan losses for the nine months ended September 30, 2018. Net charge-offs for the nine months ended September 30, 2019 were $358,000, which included $293,000 of net charge-offs on automobile loans, compared to net charge-offs of $1.6 million for the nine months ended September 30, 2018. The decrease in net charge-offs for the current period was due to charge-offs of $1.2 million for three commercial and industrial relationships in the first quarter of 2018. The provision for loan losses was impacted in the prior period due to the above-mentioned loan charge-offs and to appropriately reflect risk associated within the portfolio as of the nine months ended September 30, 2018. Additionally, updated appraisals on two commercial real estate loans indicated improved market value of collateral, along with improved borrower’s financial information, resulted in a decrease in specific reserves. Management analyzes the loan portfolio on a quarterly basis to determine the adequacy of the allowance for loan losses with the possible need for additional provisions for loan losses.

Noninterest Income. Noninterest income increased $614,000, or 9.7%, to $6.9 million for the nine months ended September 30, 2019 compared to $6.3 million for the nine months ended September 30, 2018.

Insurance commissions increased $488,000 from Exchange Underwriters mainly due to the Beynon customer list acquisition in the prior year, which also increased contingency fees.

Service fees on deposit accounts increased $186,000 primarily due to volume-based increase in ATM and check card fees.

Net gains on sales of residential mortgage loans increased $84,000 primarily due to an increase in the number of loans originated and subsequently sold to the FHLB as part of the Mortgage Partnership Finance® (“MPF®”) program and a stabilization in mortgage rates. The MPF® program enables member financial institutions to offer competitive interest rates for fixed-rate mortgage loans without assuming any of the interest rate risk associated with a long-term asset.

The change in fair value of equity securities portfolio resulted in a $50,000 increase in income.in the current period.

Other noninterest income increased $123,000 due to decreased amortization of mortgage servicing rights on sold mortgages and reduced student loan origination fees as a result of the student loan insurance company insolvency, and the discontinuing of student loan originations in the prior year.

Other commissions income decreased $375,000, due to prior period items including receipt of insurance proceeds from a claim on a bank-owned life insurance policy, recognition of an Assumable Rate Conversion loan referral fee, and liquidation of a partnership interest in the West Virginia Bankers Title Company, a legacy item from the FWVB merger.

Noninterest Expense. Noninterest expense increased $1.1 million, or 4.2%, to $26.6 million for the nine months ended September 30, 2019, compared to $25.5 million for the nine months ended September 30, 2018.

Salaries and employee benefits increased $1.0 million, primarily due to additional employees, salary increases, and employee group health insurance as a direct result of the FWVB merger.

Amortization of core deposit intangible increased $468,000 due to the core deposit intangible recorded for the FWVB merger.

Contracted services increased $362,000, due to the additional branch locations acquired in the FWVB merger.

Bankcard processing expense increased $204,000, due to an increase in volume of ATM and debit card transactions as a result of the FWVB merger.

PA shares tax expense increased $150,000 due to the increase in equity based on the FWVB merger.

OREO expense decreased $118,000, primarily due to recognized income for the leasing of mineral rights partially offset by expenses related to properties placed in OREO in the current period.

Equipment expense increased $89,000, primarily due to equipment purchases and new maintenance contracts related to the FWVB merger.

Advertising increased $64,000 related to the Bank’s expanded marketing initiatives in various media outlet and promotional items to promote the FWVB merger.

Although deposits increased $39.3 million in the current period, FDIC assessment expense only increased $7,000 due to deposit insurance fund credits approved for banks with less than $10 billion in assets.

Merger-related expenses decreased $854,000 due to the prior year merger.

Occupancy decreased $194,000 primarily due to the lease termination of the former FWVB corporate center and former Washington Business Center as the Bank moved into the BPMCC in the prior period. This partially offset by an increase in general occupancy expenses from addition of branches.

Other noninterest expense decreased $107,000, primarily due to charged-off of losses from fraudulent phishing transactions on customer accounts in the prior period, as well as a decrease in office supplies and dues and subscriptions partially offset by an increase in amortization related to the Exchange Underwriters acquisition of the Beynon customer list and increased telephone cost due to merger.

Income Tax Expense. Income taxes increased $1.4 million to $2.3 million for the nine months ended September 30, 2019, compared to $977,000 for the nine months ended September 30, 2018. The effective tax rate for the nine months ended September 30, 2019 was 19.6% compared to 17.4% for the nine months ended September 30, 2018. The increase in income taxes was related to an increase of $6.4 million in pre-tax income. The increase in the current period effective tax rate was due to the prior period recognition of the one-time income on a bank-owned life insurance claim of approximately $421,000, which was a discrete tax item for the first quarter of 2018. In addition, there was a decrease in income on securities exempt from federal income tax.

Off-Balance Sheet Arrangements.

Other than loan commitments and standby and performance letters of credit, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a significant current or future effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. Refer to Note 11 in the Notes to Consolidated Financial Statements for a summary of commitments outstanding as of September 30, 2019.

Liquidity and Capital Management

Liquidity. Liquidity is the ability to meet current and future financial obligations of a short-term nature. The Company’s primary sources of funds consist of deposit inflows, loan repayments and maturities, calls and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

The Company regularly adjusts its investments in liquid assets based upon its assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of its asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits with other banks and short- and intermediate-term securities. The Company believes that it had sufficient liquidity at September 30, 2019 to satisfy its short- and long-term liquidity needs.

The Company’s most liquid assets are cash and due from banks, which totaled $88.4 million at September 30, 2019. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. Unpledged securities, which provide an additional source of liquidity, totaled $45.9 million at September 30, 2019. In addition, at September 30, 2019, the Company had the ability to borrow up to $369.1 million from the FHLB of Pittsburgh, of which $36.4 million was utilized toward standby letters of credit. The Company also has the ability to borrow up to $99.7 million from the FRB through its Borrower-In-Custody line of credit agreement and the Company also maintains multiple line of credit arrangements with various unaffiliated banks totaling $60.0 million as of both September 30, 2019 and December 31, 2018.

At September 30, 2019, time deposits due within one year of that date totaled $88.2 million, or 39.2% of total time deposits. If these time deposits do not remain with the Company, the Company will be required to seek other sources of funds. Depending on market conditions, the Company may be required to pay higher rates on such deposits or other borrowings than it currently pays on these certificates of deposit. The Company believes, however, based on past experience that a significant portion of its certificates of deposit will remain with it, either as certificates of deposit or as other deposit products. The Company has the ability to attract and retain deposits by adjusting the interest rates offered.

CB Financial is a separate legal entity from the Bank and must provide for its own liquidity to pay any dividends to its shareholders and for other corporate purposes. Its primary source of liquidity is dividend payments it receives from the Bank. The Bank’s ability to pay dividends to CB Financial is subject to regulatory limitations. At September 30, 2019, CB Financial (on an unconsolidated, stand-alone basis) had liquid assets of $3.1 million.

We are committed to maintaining a strong liquidity position; therefore, we monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. The marginal cost of new funding, however, whether from deposits or borrowings from the FHLB, will be carefully considered as we monitor our liquidity needs. Therefore, in order to minimize our cost of funds, we may consider additional borrowings from the FHLB in the future.

Capital Management. The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, each must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Under the Regulatory 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 I capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets. The capital conservation buffer, which is composed of common equity Tier I capital, began on January 1, 2016 at the 0.625% level and was phased in over a three-year period (increasing by that amount on each January 1, until it reached 2.5% on January 1, 2019).

At September 30, 2019 and December 31, 2018, the Bank was categorized as “well capitalized” under the regulatory framework for prompt corrective action. The following table presents the Bank’s regulatory capital amounts and ratios, as well as the minimum amounts and ratios required to be well capitalized as of the dates indicated.

	(Dollars in thousands)
	September 30, 2019					December 31, 2018
	Amount		Ratio			Amount		Ratio
Common Equity Tier 1 (to risk weighted assets)
Actual	$	103,438		11.97	%	$	96,985		11.44	%
For Capital Adequacy Purposes		38,898		4.50			38,137		4.50
To Be Well Capitalized		56,186		6.50			55,086		6.50

Tier 1 Capital (to risk weighted assets)
Actual		103,438		11.97			96,985		11.44
For Capital Adequacy Purposes		51,864		6.00			50,849		6.00
To Be Well Capitalized		69,152		8.00			67,799		8.00

Total Capital (to risk weighted assets)
Actual		113,188		13.09			106,543		12.57
For Capital Adequacy Purposes		69,152		8.00			67,799		8.00
To Be Well Capitalized		86,440		10.00			84,748		10.00

Tier 1 Leverage (to adjusted total assets)
Actual		103,438		8.09			96,985		7.82
For Capital Adequacy Purposes		51,169		4.00			49,637		4.00
To Be Well Capitalized		63,962		5.00			62,046		5.00

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

The Company believes that as of September 30, 2019, there was no material change in the quantitative and qualitative disclosure about market risk data as of December 31, 2018, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Item 4. Controls and Procedures.

(a)

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2019. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on this evaluation, management concluded as of September 30, 2019, that our disclosure controls and procedures were not effective at the reasonable assurance level due to the following:

In connection with the preparation of our interim consolidated financial statements as of and for the three months ended March 31, 2019, we concluded that there was a material weakness in the design and operating effectiveness of our internal control over financial reporting as defined in SEC Regulation S-X. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in the annual or interim financial statements will not be prevented or detected on a timely basis. A description of the identified material weakness in internal control over financial reporting is as follows:

The design and operating effectiveness of internal controls related to management’s review of our consolidated financial results did not operate at a level of precision sufficient to allow for accurate reporting of our consolidated financial results. Our consolidation process is substantially a manual process and inherently subject to error. During the preparation and review of our interim and annual consolidated financial statements, management was unable to perform adequate review and detect a classification error within the loan classification segments impacting commercial and industrial, commercial real estate and residential real estate loans, which are disclosed in the Company’s notes to the consolidated financial statements at a sufficient level of precision to prevent or detect reclassification misstatement. As a result, we corrected loan classifications for related loan segments in order to prepare the consolidated financial statements included in the Form 10-Q for the period ended March 31, 2019.

Although this control deficiency did not result in a material misstatement in our interim and annual consolidated financial statements as of and for the year ended December 31, 2018, it created a reasonable possibility that a material misstatement would not have been prevented or detected on a timely basis. Therefore, we concluded the deficiency represented a material weakness in our internal control over financial reporting.

Also, the material weakness in our internal control over financial reporting discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 18, 2019 continues to exist as of September 30, 2019.

As a result of the material weakness identified as of March 31, 2019 and noted above and material weakness discussed in our Annual Report on Form 10-K, we performed additional analysis and other post-closing procedures to ensure our condensed consolidated financial statements were prepared in accordance with GAAP. Accordingly, management believes that the consolidated financial statements and related notes thereto included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

(b)

Changes to Internal Control Over Financial Reporting

During the quarter ended March 31, 2019, the Company made the following changes to its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act in order to remediate the above material weaknesses:

implementation of recruitment for experienced accounting staff;

athorough review of the finance and loan departments to ensure that the areas of responsibilities are properly matched to the staff competencies and that the lines of communication and processes are as effective as possible;

a thorough review of the processes and procedures used in the Company’s loan classification; and

development of a standardized method for the review of loan disclosures.

The Company previously filed a Form 8-K on May 24, 2019 discussing the transition at the CFO role and during the quarter-ended September 30, 2019, the Company hired a Senior Vice President that has accreditation as a Certified Public Accountant (“CPA”) with extensive SEC reporting experience. The remaining changes are being evaluated in conjunction with the implementation of Section 404 of Sarbanes Oxley, assessment and documentation of internal controls. The Company’s independent auditors will test the internal controls and procedures in place by year-end and the Company’s independent public accounting firm will provide an attestation report on the Company’s internal control over financial reporting for the year ending December 31, 2019.

Management believes the measures described above strengthen its internal control over financial reporting and will remediate the control deficiencies the Company has identified. Management is committed to continuous improvement of the Company’s internal control processes and will continue to diligently review the Company’s financial reporting controls and procedures. As management continues to evaluate and work to improve internal control over financial reporting, the Company may determine to take additional measures to address control deficiencies or determine to modify certain of the remediation measures described above. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Although this control deficiency did not result in a material misstatement in our interim and annual consolidated financial statements, it created a reasonable possibility that a material misstatement would not have been prevented or detected on a timely basis. Therefore, we concluded the deficiency represented a material weakness in our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, claims seeking damages for improper collection procedures or misrepresentations, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any other pending legal proceedings that we believe would have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

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

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

3.1

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-4 filed on September 13, 2014 (File No. 333-196749))

3.2

Bylaws (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-4 filed on September 13, 2014 (File No. 333-196749))

31.1

Rule 13a-14(a) / 15d-14(a) Certification (Chief Executive Officer)

31.2

Rule 13a-14(a) / 15d-14(a) Certification (Chief Financial Officer)

32.1

Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Chief Financial Officer Certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.0

The following materials for the quarter ended September 30, 2019, formatted in XBRL (Extensible Business Reporting Language); (i) the Consolidated Statement of Financial Condition, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Stockholders’ Equity, (v) the Consolidated Statement of Cash Flows and (vi) the Notes to the Unaudited Consolidated Financial Statements

SIGNATURES

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

		CB FINANCIAL SERVICES, INC.
		(Registrant)

Date:	November 6, 2019	/s/ Patrick G. O’Brien
		Patrick G. O’Brien
		President and Chief Executive Officer

Date:	November 6, 2019	/s/ Jamie L. Prah
		Jamie L. Prah
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Chief Accounting Officer)