CITIZENS FINANCIAL SERVICES INC - Quarter Report: 2020 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

☐ 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 0-13222

CITIZENS FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA		23-2265045
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15 South Main Street

Mansfield, Pennsylvania 16933

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (570) 662‑2121

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:


Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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 ☒

The number of outstanding shares of the Registrant’s Common Stock, as of July 31, 2020, was 3,933,376.

Citizens Financial Services, Inc.

Form 10-Q

INDEX

		PAGE
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited):
	Consolidated Balance Sheet as of June 30, 2020 and December 31, 2019	1
	Consolidated Statement of Income for the Three and Six months Ended June 30, 2020 and 2019	2
	Consolidated Statement of Comprehensive Income for the Three and Six months ended June 30, 2020 and 2019	3
	Consolidated Statement of Changes in Stockholders’ Equity for the Three and Six months ended June 30, 2020 and 2019	4
	Consolidated Statement of Cash Flows for the Six months ended June 30, 2020 and 2019	5
	Notes to Consolidated Financial Statements	6-36
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37-59
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	60

Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60-62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 3.	Defaults Upon Senior Securities	63
Item 4.	Mine Safety Disclosures	63
Item 5.	Other Information	63
Item 6.	Exhibits	63
	Signatures	64

Index

CITIZENS FINANCIAL SERVICES, INC.

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

(in thousands except share data)	June 30, 2020			December 31, 2019
ASSETS:
Cash and due from banks:
Noninterest-bearing	$	19,543		$	17,727
Interest-bearing		19,487			793
Total cash and cash equivalents		39,030			18,520
Interest bearing time deposits with other banks		14,256			14,256
Equity securities		703			701
Available-for-sale securities		272,360			240,706
Loans held for sale		17,468			815

Loans (net of allowance for loan losses:
2020, $14,827 and 2019, $13,845)		1,348,806			1,101,724

Premises and equipment		17,832			15,933
Accrued interest receivable		5,950			4,555
Goodwill		31,376			23,296
Bank owned life insurance		32,228			28,128
Other intangibles		1,421			1,346
Other investment sale receivable		-			-
Other assets		18,686			16,359

TOTAL ASSETS	$	1,800,116		$	1,466,339

LIABILITIES:
Deposits:
Noninterest-bearing	$	278,612		$	203,793
Interest-bearing		1,234,672			1,007,325
Total deposits		1,513,284			1,211,118
Borrowed funds		85,135			85,117
Accrued interest payable		888			1,088
Other liabilities		17,714			14,242
TOTAL LIABILITIES		1,617,021			1,311,565
STOCKHOLDERS’ EQUITY:
Preferred Stock $1.00 par value; authorized 3,000,000 shares at June 30, 2020 and December 31, 2019; none issued in 2020 or 2019		-			-
Common stock $1.00 par value; authorized 25,000,000 shares at June 30, 2020 and December 31, 2019; issued 4,350,342 at June 30, 2020 and 3,938,668 at December 31, 2019		4,350			3,939
Additional paid-in capital		75,863			55,089
Retained earnings		115,000			110,800
Accumulated other comprehensive income (loss)		2,907			(629	)
Treasury stock, at cost: 424,597 shares at June 30, 2020 and 413,607 shares at December 31, 2019		(15,025	)		(14,425	)
TOTAL STOCKHOLDERS’ EQUITY		183,095			154,774
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,800,116		$	1,466,339

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

Index

CITIZENS FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share data)	2020		2019		2020			2019
INTEREST INCOME:
Interest and fees on loans	$	16,407	$	13,776	$	30,045		$	27,090
Interest-bearing deposits with banks		97		104		192			208
Investment securities:
Taxable		1,126		1,128		2,233			2,236
Nontaxable		463		374		852			731
Dividends		67		120		177			254
TOTAL INTEREST INCOME		18,160		15,502		33,499			30,519
INTEREST EXPENSE:
Deposits		1,657		2,398		3,644			4,712
Borrowed funds		217		768		679			1,556
TOTAL INTEREST EXPENSE		1,874		3,166		4,323			6,268
NET INTEREST INCOME		16,286		12,336		29,176			24,251
Provision for loan losses		550		350		950			750
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		15,736		11,986		28,226			23,501
NON-INTEREST INCOME:
Service charges		914		1,174		1,995			2,273
Trust		145		209		343			441
Brokerage and insurance		249		261		589			554
Gains on loans sold		260		64		427			163
Equity security gains (losses), net		11		30		(243	)		41
Available for sale security gains, net		117		-		117			-
Earnings on bank owned life insurance		178		154		334			305
Other		195		135		358			283
TOTAL NON-INTEREST INCOME		2,069		2,027		3,920			4,060
NON-INTEREST EXPENSES:
Salaries and employee benefits		5,895		5,004		11,309			10,033
Occupancy		651		517		1,177			1,109
Furniture and equipment		189		181		320			336
Professional fees		438		316		763			758
FDIC insurance		135		105		206			216
Pennsylvania shares tax		259		275		534			550
Amortization of intangibles		55		66		105			132
Merger and acquisition		1,803		-		2,179			-
Software expenses		246		208		493			455
ORE expenses		159		109		191			216
Other		1,583		1,456		3,057			2,754
TOTAL NON-INTEREST EXPENSES		11,413		8,237		20,334			16,559
Income before provision for income taxes		6,392		5,776		11,812			11,002
Provision for income taxes		1,054		930		1,943			1,751
NET INCOME	$	5,338	$	4,846	$	9,869		$	9,251

PER COMMON SHARE DATA:
Net Income – Basic	$	1.39	$	1.36	$	2.67		$	2.60
Net Income – Diluted	$	1.39	$	1.36	$	2.67		$	2.60

Number of shares used in computation – basic		3,845,175		3,561,453		3,699,200			3,564,106
Number of shares used in computation – diluted		3,846,204		3,562,835		3,699,714			3,564,801

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

Index

CITIZENS FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended, June 30,
(in thousands)	2020			2019			2020			2019
Net income	$	5,338		$	4,846		$	9,869		$	9,251
Other comprehensive income (loss):
Change in unrealized gains (losses) on available for sale securities		400			3,088			4,735			4,416
Income tax effect		(84	)		(648	)		(995	)		(928	)
Change in unrecognized pension cost		267			62			424			123
Income tax effect		(56	)		(14	)		(90	)		(27	)
Change in unrealized gain (loss) on interest rate swaps		(566	)		-			(566	)		-
Income tax effect		120			-			120			-
Less: Reclassification adjustment for investment security gains included in net income		(117	)		-			(117	)		-
Income tax effect		25			-			25			-
Other comprehensive income (loss), net of tax		(11	)		2,488			3,536			3,584
Comprehensive income	$	5,327		$	7,334		$	13,405		$	12,835

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

Index

CITIZENS FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Common Stock				Additional						Accumulated Other
(in thousands, except share data)	Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Income (Loss)			Treasury Stock			Total

Balance, March 31, 2020		3,938,668	$	3,939	$	55,129		$	113,374		$	2,918		$	(15,437	)	$	159,923

Comprehensive income:
Net income									5,338									5,338
Net other comprehensive loss												(11	)					(11	)
Stock dividend		38,318		38		1,878			(1,916	)								-
Issuance of Common stock		373,356		373		18,854												19,227
Purchase of treasury stock (4,505 shares)															(223	)		(223	)
Restricted stock, executive and Board of Director awards (6,447 shares)						(234	)								326			92
Restricted stock vesting						241												241
Cash dividend reinvestment paid from treasury stock (6,120 shares)						(5	)								309			304
Cash dividends, $0.451 per share									(1,796	)								(1,796	)
Balance, June 30, 2020		4,350,342	$	4,350	$	75,863		$	115,000		$	2,907		$	(15,025	)	$	183,095

Balance, December 31, 2019		3,938,668	$	3,939	$	55,089		$	110,800		$	(629	)	$	(14,425	)	$	154,774

Comprehensive income:
Net income									9,869									9,869
Net other comprehensive income												3,536						3,536
Stock dividend		38,318		38		1,878			(1,916	)								-
Issuance of Common stock		373,356		373		18,854												19,227
Purchase of treasury stock (27,917 shares)															(1,502	)		(1,502	)
Restricted stock, executive and Board of Director awards (6,651 shares)						(233	)								338			105
Restricted stock vesting						281												281
Cash dividend reinvestment paid from treasury stock (10,276 shares)						(6	)		-						564			558
Cash dividends, $1.00 per share									(3,753	)								(3,753	)
Balance, June 30, 2020		4,350,342	$	4,350	$	75,863		$	115,000		$	2,907		$	(15,025	)	$	183,095

Balance, March 31 , 2019		3,904,212		3,904		53,102			102,574			(2,825	)		(13,910	)		142,845

Comprehensive income:
Net income									4,846									4,846
Net other comprehensive income												2,488						2,488
Stock dividend		34,456		35		2,067			(2,102	)								-
Purchase of treasury stock (14,858 shares)															(906	)		(906	)
Restricted stock, executive and Board of Director awards						(300	)								415			115
Restricted stock vesting						218												218
Forfeited restricted stock						9									(9	)		-
Cash dividends, $0.436 per share									(1,585	)								(1,585	)
Balance, June 30, 2019		3,938,668	$	3,939	$	55,096		$	103,733		$	(337	)	$	(14,410	)	$	148,021

Balance, December 31, 2018		3,904,212		3,904		53,099			99,727			(3,921	)		(13,580	)		139,229

Comprehensive income:
Net income									9,251									9,251
Net other comprehensive income												3,584						3,584
Stock dividend		34,456		35		2,067			(2,102	)								-
Purchase of treasury stock (20,620 shares)															(1,236	)		(1,236	)
Restricted stock, executive and Board of Director awards						(300	)								415			115
Restricted stock vesting						221												221
Forfeited restricted stock						9									(9	)		-
Cash dividends, $0.872 per share									(3,143	)								(3,143	)
Balance, June 30, 2019		3,938,668	$	3,939	$	55,096		$	103,733		$	(337	)	$	(14,410	)	$	148,021

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

Index

CITIZENS FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
(in thousands)	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	9,869		$	9,251
Adjustments to reconcile net income to net Cash (used in) provided by operating activities:
Provision for loan losses		950			750
Depreciation and amortization		(1,264	)		267
Amortization and accretion of investment securities		277			294
Deferred income taxes		173			660
Equity security gains (losses), net		243			(41	)
Available for sale security gains, net		(117	)		-
Earnings on bank owned life insurance		(334	)		(305	)
Originations of loans held for sale		(31,889	)		(7,628	)
Proceeds from sales of loans held for sale		15,542			8,077
Realized gains on loans sold		(427	)		(163	)
Increase in accrued interest receivable		(809	)		(160	)
Increase (decrease) in accrued interest payable		(364	)		(28	)
Other, net		2,444			(656	)
Net cash (used in) provided by operating activities		(5,706	)		10,318
CASH FLOWS FROM INVESTING ACTIVITIES:
Available-for-sale securities:
Proceeds from sales		5,476			-
Proceeds from maturity and principal repayments		44,204			30,767
Purchase of securities		(76,877	)		(23,907	)
Purchase of equity securities		(245	)		-
Purchase of interest bearing time deposits with other banks		(350	)		-
Proceeds from matured interest bearing time deposits with other banks		350			-
Proceeds from redemption of regulatory stock		6,383			5,215
Purchase of regulatory stock		(3,923	)		(5,472	)
Net increase in loans		(22,949	)		(21,456	)
Purchase of premises and equipment		(561	)		(165	)
Proceeds from sale of premises and equipment		-			7
Proceeds from sale of foreclosed assets held for sale		466			452
Acquisition, net of cash paid		1,023			-
Net cash used in investing activities		(47,003	)		(14,559	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits		93,339			(1,498	)
Proceeds from long-term borrowings		5,000			5,000
Repayments of long-term borrowings		(3,000	)		(3,123	)
Net (decrease) increase in short-term borrowed funds		(17,423	)		7,913
Purchase of treasury and restricted stock		(1,502	)		(1,236	)
Dividends paid		(3,195	)		(3,143	)
Net cash provided by financing activities		73,219			3,913
Net increase (decrease) in cash and cash equivalents		20,510			(328	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		18,520			16,797
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	39,030		$	16,469

Supplemental Disclosures of Cash Flow Information:
Interest paid	$	4,523		$	6,295
Income taxes paid	$	-		$	1,850
Loans transferred to foreclosed property	$	-		$	3,747
Right of use asset and liability	$	-		$	1,454
Stock Dividend	$	1,916		$	2,102

Acquisition of				Midcoast Community Bancorp Inc
Non-cash assets acquired
Available-for-sale securities				$	-
Loans					223,235
Premises and equipment					1,787
Accrued interest receivable					586
Bank owned life insurance					3,766
Intangibles					157
Deferred tax asset					3,402
Other assets					2,878
Goodwill					8,080
					243,891

Liabilities assumed
Noninterest-bearing deposits					38,694
Interest-bearing deposits					170,132
Accrued interest payable					164
Borrowed funds					15,497
Other liabilities					1,198
					225,685
Net non-cash assets acquired					18,206
Cash and cash equivalents acquired				$	8,637

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

Index

CITIZENS FINANCIAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation

Citizens Financial Services, Inc. (individually and collectively with its direct and indirect subsidiaries, the “Company”) is a Pennsylvania corporation and the holding company of its wholly owned subsidiary, First Citizens Community Bank (the “Bank”), and of the Bank’s wholly owned subsidiaries, First Citizens Insurance Agency, Inc. (“First Citizens Insurance”) and 1^st Realty of PA LLC (“Realty”). The Bank is the wholly owned subsidiary of CZFS Acquisition Company, LLC, which is a wholly owned subsidiary of the Company. Realty was formed in March of 2019 to manage and sell properties acquired by the Bank in the settlement of a bankruptcy filing with a commercial customer.

The accompanying consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with U.S. generally accepted accounting principles. Because this report is based on an interim period, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. Certain of the prior year amounts have been reclassified to conform with the current year presentation. Such reclassifications had no effect on net income or stockholders’ equity. All material inter‑company balances and transactions have been eliminated in consolidation.

In the opinion of management of the Company, the accompanying interim financial statements at June 30, 2020 and for the periods ended June 30, 2020 and 2019 include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition and the results of operations at the dates and for the periods presented. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and of revenues and expenses for the period covered by the Consolidated Income Statement. The financial performance reported for the Company for the three and six month period ended June 30, 2020 is not necessarily indicative of the results to be expected for the full year. This information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Note 2 – Revenue Recognition

In accordance with ASC 606, Management determined that the primary sources of revenue emanating from interest and dividend income on loans and investments along with noninterest revenue resulting from investment security gains, loan servicing, gains on loans sold and earnings on bank owned life insurances are not within the scope of ASC 606. These sources of revenue cumulatively comprise 92.85% and 90.02% of the total revenue of the Company for the three months ended June 30, 2020 and 2019, respectively, and 91.52% and 90.0% of the total revenue of the Company for the six months ended June 30, 2020 and 2019, respectively. The main types of noninterest income within the scope of the standard are as follows:

•

Service charges on deposit accounts – The Company has contracts with its deposit customers where fees are charged if certain parameters are not met. These agreements can be cancelled at any time by either the Company or the deposit customer. Revenue from these transactions is recognized on a monthly basis as the Company has an unconditional right to the fee consideration. The Company also has transaction fees related to specific transactions or activities resulting from a customer request or activity that include overdraft fees, online banking fees, interchange fees, ATM fees and other transaction fees. All of these fees are attributable to specific performance obligations of the Company where the revenue is recognized at a defined point in time upon the completion of the requested service/transaction.

Index

•

Trust fees – Typical contracts for trust services are based on a fixed percentage of the assets earned ratably over a defined period and billed on a monthly basis. Fees charged to customers’ accounts are recognized as revenue over the period during which the Company fulfills its performance obligation under the contract (i.e., holding client asset in a managed fiduciary trust account). For these accounts, the performance obligation of the Company is typically satisfied by holding and managing the customer’s assets over time. Other fees related to specific customer requests are attributable to specific performance obligations of the Company where the revenue is recognized at a defined point in time, upon completion of the requested service/transaction.

•

Gains and losses on sale of other real estate owned – Gains and losses are recognized at the completion of the property sale when the buyer obtains control of the real estate and all of the performance obligations of the Company have been satisfied. Evidence of the buyer obtaining control of the asset include transfer of the property title, physical possession of the asset, and the buyer obtaining control of the risks and rewards related to the asset. In situations where the Company agrees to provide financing to facilitate the sale, additional analysis is performed to ensure that the contract for sale identifies the buyer and seller, the asset to be transferred, payment terms, and that the contract has a true commercial substance and that collection of amounts due from the buyer are reasonable. In situations where financing terms are not reflective of current market terms, the transaction price is discounted impacting the gain/loss and the carrying value of the asset.

•

Brokerage and insurance – Fees includes commissions from the sales of investments and insurance products recognized on a trade date basis as the performance obligation is satisfied at the point in time in which the trade is processed. Additional fees are based on a percentage of the market value of customer accounts and billed on a monthly or quarterly basis. The Company’s performance obligation under the contracts with certain customers is generally satisfied through the passage of time as the Company monitors and manages the assets in the customer’s portfolio and is not dependent on certain return or performance level of the customer’s portfolio. Fees for these services are billed monthly and are recorded as revenue at the end of the month for which the wealth management service has been performed. Other performance obligations (such as the delivery of account statements to customers) are generally considered immaterial to the overall transaction price.

The following table depicts the disaggregation of revenue derived from contracts with customers to depict the nature, amount, timing, and uncertainty of revenue and cash flows for the three and six months ended June 30, 2020 and 2019 (in thousands). All revenue in the table below relates to goods and services transferred at a point in time.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Revenue stream	2020		2019		2020		2019
Service charges on deposit accounts
Overdraft fees	$	206	$	369	$	565	$	727
Statement fees		50		50		106		101
Interchange revenue		555		595		1,077		1,135
ATM income		59		101		142		192
Other service charges		44		59		105		118
Total Service Charges		914		1,174		1,995		2,273
Trust		145		209		343		441
Brokerage and insurance		249		261		589		554
Other		138		76		245		187
Total	$	1,446	$	1,720	$	3,172	$	3,455

Index

Note 3 - Earnings per Share

The following table sets forth the computation of earnings per share.

	Three months ended				Six months ended
	June 30,				June 30,
	2020		2019		2020		2019
Net income applicable to common stock	$	5,338	$	4,846	$	9,869	$	9,251

Basic earnings per share computation
Weighted average common shares outstanding		3,845,175		3,561,453		3,699,200		3,564,106
Earnings per share – basic	$	1.39	$	1.36	$	2.67	$	2.60

Diluted earnings per share computation
Weighted average common shares outstanding for basic earnings per share		3,845,175		3,561,453		3,699,200		3,564,106
Add: Dilutive effects of restricted stock		1,029		1,382		514		695
Weighted average common shares outstanding for dilutive earnings per share		3,846,204		3,562,835		3,699,714		3,564,801
Earnings per share – diluted	$	1.39	$	1.36	$	2.67	$	2.60

For the three months ended June 30, 2020 and 2019, there were 6,304 and 5,343 shares, respectively, related to the restricted stock plan that were excluded from the diluted earnings per share calculations since they were anti-dilutive. These anti-dilutive shares had per share prices ranging from $59.24-$62.93 for the three month period ended June 30, 2020 and per share prices ranging from $50.65-$62.93 for the three month period ended June 30, 2019. For the six months ended June 30, 2020 and 2019, 6,304 and 5,343 shares, respectively, related to the restricted stock plan were excluded from the diluted earnings per share calculations since they were anti-dilutive. These anti-dilutive shares had prices ranging from $59.24-$62.93 for the six month period ended June 30, 2020 and prices ranging from $50.65-$62.93 for the six month period ended June 30, 2019.

Note 4 – Investments

The amortized cost, gross unrealized gains and losses, and fair value of investment securities at June 30, 2020 and December 31, 2019 were as follows (in thousands):

June 30, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale securities:
U.S. agency securities	$	75,652	$	2,818	$	(34	)	$	78,436
U.S. treasury securities		27,418		839		-			28,257
Obligations of state and political subdivisions		81,695		1,991		(159	)		83,527
Corporate obligations		4,250		71		-			4,321
Mortgage-backed securities in government sponsored entities		75,828		2,038		(47	)		77,819
Total available-for-sale securities	$	264,843	$	7,757	$	(240	)	$	272,360

December 31, 2019
Available-for-sale securities:
U.S. agency securities	$	83,410	$	1,523	$	(70	)	$	84,863
U.S. treasury securities		27,394		267		-			27,661
Obligations of state and political subdivisions		60,667		865		(77	)		61,455
Corporate obligations		3,250		78		-			3,328
Mortgage-backed securities in government sponsored entities		63,086		468		(155	)		63,399
Total available-for-sale securities	$	237,807	$	3,201	$	(302	)	$	240,706

Index

The following table shows the Company’s gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time, which individual securities have been in a continuous unrealized loss position, at June 30, 2020 and December 31, 2019 (in thousands). As of June 30, 2020, the Company owned 21 securities whose fair value was less than their cost basis.

June 30, 2020	Less than Twelve Months					Twelve Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. agency securities	$	4,022	$	(34	)	$	-	$	-		$	4,022	$	(34	)
Obligations of state and political subdivisions		8,947		(159	)		-		-			8,947		(159	)
Mortgage-backed securities in government sponsored entities		4,344		(22	)		3,580		(25	)		7,924		(47	)
Total securities	$	17,313	$	(215	)	$	3,580	$	(25	)	$	20,893	$	(240	)

December 31, 2019
U.S. agency securities	$	14,587	$	(63	)	$	13,094	$	(7	)	$	27,681	$	(70	)
Obligations of states and political subdivisions		7,508		(75	)		1,507		(2	)		9,015		(77	)
Mortgage-backed securities in government sponsored entities		27,737		(97	)		9,559		(58	)		37,296		(155	)
Total securities	$	49,832	$	(235	)	$	24,160	$	(67	)	$	73,992	$	(302	)

As of June 30, 2020 and December 31, 2019, the Company’s investment securities portfolio contained unrealized losses on agency securities issued or backed by the full faith and credit of the United States government or are generally viewed as having the implied guarantee of the U.S. government, obligations of states and political subdivisions and mortgage backed securities issued by government sponsored entities. For fixed maturity investments management considers whether the present value of cash flows expected to be collected are less than the security’s amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Company’s intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in fair value, to determine whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, if the Company does not intend to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of the security’s amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the non-credit portion) is recognized in other comprehensive income, net of applicable taxes. Otherwise, the entire difference between fair value and amortized cost is charged to earnings. The Company has concluded that any impairment of its investment securities portfolio outlined in the above table is not other than temporary and is the result of interest rate changes, sector credit rating changes, or issuer-specific rating changes that are not expected to result in the non-collection of principal and interest during the period.

Index

Proceeds from sales of securities available-for-sale for the three and six months ended June 30, 2020 were $5,476,000.There were no sales of available for sale securities during the three or six months ended June 30, 2019. The gross gains and losses were as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30				June 30
	2020		2019		2020		2019
Gross gains on available for sale securities	$	117	$	-	$	117	$	-
Gross losses on available for sale securities		-		-		-		-
Net gains	$	117	$	-	$	117	$	-

The following table presents the net gains (losses) on the Company’s equity investments recognized in earnings during the three and six month periods ended June 30, 2020 and 2019, and the portion of unrealized gains for the period that relates to equity investments held at June 30, 2020 and 2019 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Equity securities	2020		2019		2020			2019
Net gains (losses) recognized in equity securities during the period	$	11	$	30	$	(243	)	$	41
Less: Net gains realized on the sale of equity securities during the period		-		-		-			-
Net unrealized gains (losses)	$	11	$	30	$	(243	)	$	41

Investment securities with an approximate carrying value of $221.7 million and $209.1 million at June 30, 2020 and December 31, 2019, respectively, were pledged to secure public funds, certain other deposits and borrowing lines.

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The amortized cost and fair value of debt securities (excludes equity securities) at June 30, 2020, by contractual maturity, are shown below (in thousands):

	Amortized Cost		Fair Value
Available-for-sale debt securities:
Due in one year or less	$	15,308	$	15,477
Due after one year through five years		66,358		69,524
Due after five years through ten years		51,976		53,386
Due after ten years		131,201		133,973
Total	$	264,843	$	272,360

Note 5 – Loans

The Company grants loans primarily to customers throughout north central, central and south central Pennsylvania and the southern tier of New York. The recently completed MidCoast acquisition has expanded our lending market into Wilmington and Dover, Delaware. Although the Company had a diversified loan portfolio at June 30, 2020 and December 31, 2019, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within these regions. The following table summarizes the primary segments of the loan portfolio and how those segments are analyzed within the allowance for loan losses as of June 30, 2020 and December 31, 2019 (in thousands):

June 30, 2020	Total Loans		Individually evaluated for impairment		Loans acquired with deteriorated credit quality		Collectively evaluated for impairment
Real estate loans:
Residential	$	210,789	$	1,194	$	21	$	209,574
Commercial		513,598		11,829		3,820		497,949
Agricultural		313,136		3,470		1,781		307,885
Construction		31,744		-		-		31,744
Consumer		30,973		-		-		30,973
Other commercial loans		132,503		1,741		-		130,762
Other agricultural loans		44,912		1,289		381		43,242
State and political subdivision loans		85,978		-		-		85,978
Total		1,363,633		19,523		6,003		1,338,107
Allowance for loan losses		14,827		888		-		13,939
Net loans	$	1,348,806	$	18,635	$	6,003	$	1,324,168

Index

December 31, 2019	Total Loans		Individually evaluated for impairment		Loans acquired with deteriorated credit quality		Collectively evaluated for impairment
Real estate loans:
Residential	$	217,088	$	1,166	$	23	$	215,899
Commercial		342,023		11,537		1,210		329,276
Agricultural		311,464		3,782		-		307,682
Construction		15,519		-		-		15,519
Consumer		9,947		4		-		9,943
Other commercial loans		69,970		1,902		49		68,019
Other agricultural loans		55,112		1,281		-		53,831
State and political subdivision loans		94,446		-		-		94,446
Total		1,115,569		19,672		1,282		1,094,615
Allowance for loan losses		13,845		735		-		13,110
Net loans	$	1,101,724	$	18,937	$	1,282	$	1,081,505

The Company evaluated whether loans acquired as part of the MidCoast acquisition were within the scope of ASC 310-30, Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality. Purchased credit-impaired loans (“PCI”) are loans that have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments. There were no material increases or decreases in the expected cash flows of these loans between April 17, 2020 (the “acquisition date”) and June 30, 2020. The fair value of purchased credit-impaired loans, on the acquisition date, was determined, primarily based on the fair value of loan collateral. The carrying value of purchased loans acquired with deteriorated credit quality as a result of the MidCoast acquisition was $4,796,000 at June 30, 2020.

On the acquisition date, the preliminary estimate of the unpaid principal balance for all loans evidencing credit impairment acquired in the MidCoast acquisition was $8,005,000 and the estimated fair value of the loans was $4,869,000. Total contractually required payments on these loans, including interest, at the acquisition date was $8,801,000. However, the Company’s preliminary estimate of expected cash flows was $5,835,000 at the acquisition date. At the acquisition date, the Company established a credit risk related non-accretable discount (a discount representing amounts which are not expected to be collected from the customer nor liquidation of collateral) of $2,966,000 relating to these impaired loans, reflected in the recorded net fair value. Such amount is reflected as a non-accretable fair value adjustment to loans. The Company further estimated the timing and amount of expected cash flows in excess of the estimated fair value and established an accretable discount of $966,000 on the acquisition date relating to these impaired loans.

Index

The table below presents the components of the purchase accounting adjustments related to the purchased impaired loans acquired in the MidCoast Acquisition as of April 17, 2020 (in thousands):

	April 17, 2020
Contractually required principal and interest at acquisition	$	8,801
Non-accretable discount		(2,966	)
Expected cash flows		5,835
Accretable discount	$	(966	)
Estimated fair value	$	4,869

Changes in the accretable yield for PCI loans were as follows for the three and six months ended June 30, 2020 and 2019, respectively (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
Balance at beginning of period	$	88		$	102		$	89		$	104
Acquisition of Midcoast		966			-			966			-
Accretion		(67	)		(2	)		(68	)		(4	)
Balance at end of period	$	987		$	100		$	987		$	100

The following table presents additional information regarding loans acquired with specific evidence of deterioration in credit quality under ASC 310-30 (in thousands):

	June 30, 2020		December 31, 2019
Outstanding balance	$	10,589	$	4,072
Carrying amount		6,003		1,282

The segments of the Company’s loan portfolio are disaggregated into classes to a level that allows management to monitor risk and performance. Residential real estate mortgages consist primarily of 15 to 30 year first mortgages on residential real estate, while residential real estate home equity loans are consumer purpose installment loans or lines of credit with terms of 15 years or less secured by a mortgage which is often a second lien on residential real estate. Commercial real estate loans are business purpose loans secured by a mortgage on commercial real estate. Agricultural real estate loans are loans secured by a mortgage on real estate used in agriculture production. Construction real estate loans are loans secured by residential, commercial or agricultural real estate used during the construction phase of residential, commercial or agricultural projects. Consumer loans are typically unsecured or primarily secured by assets other than real estate and overdraft lines of credit are typically secured by customer deposit accounts. Other commercial loans are loans for commercial purposes primarily secured by non-real estate collateral. Other agricultural loans are loans for agricultural purposes primarily secured by non-real estate collateral. State and political subdivision loans are loans to state and local municipalities for capital and operating expenses or tax free loans used to finance commercial development.

Management considers other commercial loans, other agricultural loans, state and political subdivision loans, commercial real estate loans and agricultural real estate loans which are 90 days or more past due to be impaired. Management will also consider a loan impaired based on other factors it becomes aware of, including the customer’s results of operations and cash flows or if the loan is modified in a troubled debt restructuring. In addition, certain residential mortgages, home equity and consumer loans that are cross collateralized with commercial relationships that are determined to be impaired may also be classified as impaired. Impaired loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allocation to the allowance for loan losses or a charge-off to the allowance for loan losses.

Index

The following table includes the recorded investment and unpaid principal balances for impaired loan receivables by class, excluding PCI loans, with the associated allowance amount, if applicable (in thousands):

June 30, 2020	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate loans:
Mortgages	$	1,272	$	756	$	297	$	1,053	$	20
Home Equity		163		79		62		141		10
Commercial		12,402		10,613		1,216		11,829		452
Agricultural		3,628		1,535		1,935		3,470		77
Other commercial loans		2,360		1,375		366		1,741		175
Other agricultural loans		1,377		125		1,164		1,289		154
Total	$	21,202	$	14,483	$	5,040	$	19,523	$	888

December 31, 2019
Real estate loans:
Mortgages	$	1,212	$	794	$	223	$	1,017	$	20
Home Equity		170		83		66		149		12
Commercial		12,070		10,723		814		11,537		251
Agricultural		3,900		1,580		2,202		3,782		151
Consumer		4		4		-		4		-
Other commercial loans		2,517		1,555		347		1,902		147
Other agricultural loans		1,347		126		1,155		1,281		154
Total	$	21,220	$	14,865	$	4,807	$	19,672	$	735

The following tables includes the average balance of impaired loan receivables by class and the income recognized on these receivables for the three and six month periods ended June 30, 2020 and 2019 (in thousands):

	For the Six Months Ended
	June 30, 2020						June 30, 2019
	Average Recorded Investment		Interest Income Recognized		Interest Income Recognized Cash Basis		Average Recorded Investment		Interest Income Recognized		Interest Income Recognized Cash Basis
Real estate loans:
Mortgages	$	1,047	$	10	$	-	$	1,088	$	9	$	-
Home Equity		144		3		-		90		2		-
Commercial		11,529		219		2		11,699		230		11
Agricultural		3,761		40		-		5,205		56		-
Consumer		3		-		-		1		-		-
Other commercial loans		1,822		2		-		2,096		1		-
Other agricultural loans		1,283		4		-		1,424		4		-
Total	$	19,589	$	278	$	2	$	21,603	$	302	$	11

Index

	For the Three Months Ended
	June 30, 2020						June 30, 2019
Real estate loans:
Mortgages	$	1,062	$	5	$	-	$	1,073	$	5	$	-
Home Equity		142		1		-		95		1		-
Commercial		11,572		115		-		10,849		111		5
Agricultural		3,746		19		-		4,835		24		-
Consumer		2		-		-		2		-		-
Other commercial loans		1,805		1		-		2,056		-		-
Other agricultural loans		1,290		2		-		1,416		2		-
Total	$	19,619	$	143	$	-	$	20,326	$	143	$	5

Credit Quality Information

For commercial real estate, agricultural real estate, construction, other commercial, other agricultural and state and political subdivision loans, management uses a nine grade internal risk rating system to monitor and assess credit quality. The first five categories are considered not criticized and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The definitions of each rating are defined below:

•

Pass (Grades 1-5) – These loans are to customers with credit quality ranging from an acceptable to very high quality and are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

•

Special Mention (Grade 6) – This loan grade is in accordance with regulatory guidance and includes loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

•

Substandard (Grade 7) – This loan grade is in accordance with regulatory guidance and includes loans that have a well-defined weakness based on objective evidence and be characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

•

Doubtful (Grade 8) – This loan grade is in accordance with regulatory guidance and includes loans that have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

•

Loss (Grade 9) – This loan grade is in accordance with regulatory guidance and includes loans that are considered uncollectible, or of such value that continuance as an asset is not warranted.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay the loan as agreed, the Company’s loan rating process includes several layers of internal and external oversight. The Company’s loan officers are responsible for the timely and accurate risk rating of the loans in each of their portfolios at origination and on an ongoing basis under the supervision of management. All commercial, agricultural and state and political relationships over $500,000 are reviewed annually to ensure the appropriateness of the loan grade. In addition, the Company engages an external consultant on at least an annual basis to: 1) review a minimum of 50% of the dollar volume of the commercial, agricultural and municipal loan portfolios on an annual basis, 2) review a sample of new loans originated for over $1.0 million in the last year, 3) review a sample of borrowers with commitments greater than or equal to $1.0 million, 4) review selected loan relationships over $750,000 which are over 30 days past due or classified Special Mention, Substandard, Doubtful, or Loss, and 5) such other loans which management or the consultant deems appropriate.

Index

The following tables represent credit exposures by internally assigned grades as of June 30, 2020 and December 31, 2019 (in thousands):

June 30, 2020	Pass		Special Mention		Substandard		Doubtful		Loss		Ending Balance
Real estate loans:
Commercial	$	499,279	$	6,022	$	8,258	$	39	$	-	$	513,598
Agricultural		282,906		15,843		14,387		-		-		313,136
Construction		31,744		-		-		-		-		31,744
Other commercial loans		126,757		1,626		4,060		60		-		132,503
Other agricultural loans		41,151		1,027		2,734		-		-		44,912
State and political subdivision loans		85,592		-		386		-		-		85,978
Total	$	1,067,429	$	24,518	$	29,825	$	99	$	-	$	1,121,871

December 31, 2019	Pass		Special Mention		Substandard		Doubtful		Loss		Ending Balance
Real estate loans:
Commercial	$	329,831	$	4,305	$	7,848	$	39	$	-	$	342,023
Agricultural		287,044		14,261		10,159		-		-		311,464
Construction		15,519		-		-		-		-		15,519
Other commercial loans		66,880		984		2,042		64		-		69,970
Other agricultural loans		51,711		1,077		2,324		-		-		55,112
State and political subdivision loans		93,993		-		453		-		-		94,446
Total	$	844,978	$	20,627	$	22,826	$	103	$	-	$	888,534

For residential real estate mortgages, home equity and consumer loans, credit quality is monitored based on whether the loan is performing or non-performing, which is typically based on the aging status of the loan and payment activity, unless a specific action, such as bankruptcy, repossession, death or significant delay in payment occurs to raise awareness of a possible credit event. Non-performing loans include those loans that are considered nonaccrual, described in more detail below, and all loans past due 90 or more days and still accruing. The following table presents the recorded investment in those loan classes based on payment activity as of June 30, 2020 and December 31, 2019 (in thousands):

June 30, 2020	Performing		Non-performing		PCI		Total
Real estate loans:
Mortgages	$	152,008	$	1,061	$	21	$	153,090
Home Equity		57,644		55		-		57,699
Consumer		30,950		23		-		30,973
Total	$	240,602	$	1,139	$	21	$	241,762

December 31, 2019	Performing		Non-performing		PCI		Total
Real estate loans:
Mortgages	$	156,151	$	904	$	23	$	157,078
Home Equity		59,950		60		-		60,010
Consumer		9,939		8		-		9,947
Total	$	226,040	$	972	$	23	$	227,035

Index

Aging Analysis of Past Due Loan Receivables

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table includes an aging analysis of the recorded investment of past due loan receivables as of June 30, 2020 and December 31, 2019 (in thousands):

June 30, 2020	30-59 Days Past Due		60-89 Days Past Due		90 Days Or Greater		Total Past Due		Current		PCI		Total Financing Receivables		90 Days or Greater and Accruing
Real estate loans:
Mortgages	$	129	$	384	$	511	$	1,024	$	152,045	$	21	$	153,090	$	169
Home Equity		227		47		51		325		57,374		-		57,699		-
Commercial		1,210		913		4,942		7,065		502,713		3,820		513,598		416
Agricultural		1,250		1,928		4		3,182		308,173		1,781		313,136		-
Construction		-		-		-		-		31,744		-		31,744		-
Consumer		136		33		20		189		30,784		-		30,973		20
Other commercial loans		78		2		1,642		1,722		130,781		-		132,503		49
Other agricultural loans		60		1,290		20		1,370		43,161		381		44,912		-
State and political subdivision loans		-		-		-		-		85,978		-		85,978		-
Total	$	3,090	$	4,597	$	7,190	$	14,877	$	1,342,753	$	6,003	$	1,363,633	$	654

Loans considered non-accrual	$	2	$	2,699	$	6,536	$	9,237	$	1,456	$	-	$	10,693
Loans still accruing		3,088		1,898		654		5,640		1,341,297		6,003		1,352,940
Total	$	3,090	$	4,597	$	7,190	$	14,877	$	1,342,753	$	6,003	$	1,363,633

December 31, 2019	30-59 Days Past Due		60-89 Days Past Due		90 Days Or Greater		Total Past Due		Current		PCI		Total Loan Receivables		90 Days or Greater and Accruing
Real estate loans:
Mortgages	$	581	$	57	$	319	$	957	$	156,098	$	23	$	157,078	$	1
Home Equity		334		11		56		401		59,609		-		60,010		1
Commercial		750		573		3,720		5,043		335,770		1,210		342,023		-
Agricultural		118		-		785		903		310,561		-		311,464		299
Construction		-		-		-		-		15,519		-		15,519		-
Consumer		113		10		8		131		9,816		-		9,947		2
Other commercial loans		217		71		1,946		2,234		67,687		49		69,970		184
Other agricultural loans		29		32		-		61		55,051		-		55,112		-
State and political subdivision loans		-		-		-		-		94,446		-		94,446		-
Total	$	2,142	$	754	$	6,834	$	9,730	$	1,104,557	$	1,282	$	1,115,569	$	487

Loans considered non-accrual	$	90	$	95	$	6,347	$	6,532	$	5,004	$	-	$	11,536
Loans still accruing		2,052		659		487		3,198		1,099,553		1,282		1,104,033
Total	$	2,142	$	754	$	6,834	$	9,730	$	1,104,557	$	1,282	$	1,115,569

Index

Nonaccrual Loans

Loans are considered for non-accrual status upon reaching 90 days delinquency, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans, or if full payment of principal and interest is not expected. Additionally, if management is made aware of other information including bankruptcy, repossession, death, or legal proceedings, the loan may be placed on non-accrual status. If a loan is 90 days or more past due and is well secured and in the process of collection, it may still be considered accruing.

The following table reflects the loan receivables, excluding PCI loans, on non-accrual status as of June 30, 2020 and December 31, 2019, respectively. The balances are presented by class of loan receivable (in thousands):

	June 30, 2020		December 31, 2019
Real estate loans:
Mortgages	$	892	$	903
Home Equity		55		59
Commercial		5,005		5,080
Agricultural		2,046		2,578
Consumer		3		6
Other commercial loans		1,657		1,837
Other agricultural loans		1,035		1,073
	$	10,693	$	11,536

Loan Modifications Related to COVID-19

The Company has elected to follow the loan modification guidance under Section 4013 of the CARES Act with regard to COVID-19 modifications made between March 1, 2020 and the earlier of either December 31, 2020 or the 60th day after the end of the COVID-19 national emergency. Under section 4013 of the CARES Act, loans less than 30 days past due as of December 31, 2019 will be considered current for COVID-19 modifications. A financial institution can then suspend the requirements under GAAP for loan modifications related to COVID-19 that would otherwise be categorized as a TDR, and suspend any determination of a loan modified as a result of COVID-19 as being a TDR, including the requirement to determine impairment for accounting purposes. Similarly, the Financial Accounting Standards Board has confirmed that short-term modifications made on a good-faith basis in response to COVID-19 to loan customers who were current prior to any relief are not TDRs. A modification of six months or less is considered to be a short-term loan modification. In response to the COVID-19 pandemic, the Company has prudently executed loan modifications for existing loan customers, which includes deferrals of interest and in certain cases deferrals of principal and interest. The following table presents information regarding loans which were subject to a loan modification related to COVID-19, with balances as of the date of modification and June 30, 2020, as well as the balance by modification type as of June 30, 2020.

Index

June 30	Number of loans		Balance as of Modification date		Number of modified loan as of June 30, 2020		Balance as of June 30, 2020		% of loans as of June 30, 2020
Real estate loans:
Mortgages		46	$	9,803		12	$	1,962		1.28	%
Home Equity		27		1,283		2		80		0.14	%
Commercial		246		140,632		67		42,867		8.35	%
Agricultural		43		15,833		18		6,658		2.13	%
Construction		3		1,178		2		196		0.62	%
Consumer		10		68		1		7		0.02	%
Other commercial loans		88		24,077		25		1,292		0.98	%
Other agricultural loans		46		3,347		7		2,335		5.20	%
Total		509	$	196,221		134	$	55,397		4.06	%

Troubled Debt Restructurings

In situations where, for economic or legal reasons related to a borrower’s financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a Troubled Debt Restructuring (TDR). Management strives to identify borrowers in financial difficulty early and work with them to structure more affordable terms before their loan reaches nonaccrual status. These restructured terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of interest or principal, or both, management measures any impairment on the restructuring by calculating the present value of the revised loan terms and comparing this balance to the Company’s investment in the loan prior to the restructuring. As these loans are individually evaluated, they are excluded from pooled portfolios when calculating the allowance for loan and lease losses and a separate allocation within the allowance for loan and lease losses is provided. Management continually evaluates loans that are considered TDRs, including payment history under the modified loan terms, the borrower’s ability to continue to repay the loan based on continued evaluation of their operating results and cash flows from operations. As of June 30, 2020 and December 31, 2019, included within the allowance for loan losses are reserves of $290,000 and $345,000 respectively, that are associated with loans modified as TDRs.

Loan modifications that are considered TDRs completed during the three and six months ended June 30, 2020 and 2019 were as follows (dollars in thousands):

	For the Three Months Ended June 30, 2020
	Number of contracts				Pre-modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment
	Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification

Real estate loans:
Commercial		-		2	$	-	$	406	$	-	$	406
Total		-		2	$	-	$	406	$	-	$	406

	For the Six Months Ended June 30, 2020
	Number of contracts				Pre-modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment
	Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification

Real estate loans:
Commercial		-		2	$	-	$	406	$	-	$	406
Agricultural		-		1		-		150		-		150
Total		-		3	$	-	$	556	$	-	$	556

Index

	For the Three Months Ended June 30, 2019
	Number of contracts				Pre-modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment
	Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification
Real estate loans:
Mortgages		-		1	$	-	$	4	$	-	$	4
Home Equity		-		1		-		40		-		40
Commercial		-		4		-		222		-		222
Total		-		6	$	-	$	266	$	-	$	266

	For the Six Months Ended June 30, 2019
	Number of contracts				Pre-modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment
	Interest Modification		Term Modification		Interest Modification		Term Modification		Interest Modification		Term Modification
Real estate loans:
Mortgages		-		1	$	-	$	4	$	-	$	4
Home Equity		-		1		-		40		-		40
Commercial		-		5		-		799		-		799
Total		-		7	$	-	$	843	$	-	$	843

Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism on modified loans occurs at a notably higher rate than do defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans. The following table presents the recorded investment in loans that were modified as TDRs during each 12-month period prior to the current reporting periods, which began January 1, 2020 and 2019 (6 month periods) and April 1, 2020 and 2019 (3 month periods), respectively, and that subsequently defaulted during these reporting periods (dollars in thousands):

	For the Three Months Ended								For the Six Months Ended
	June 30, 2020				June 30, 2019				June 30, 2020				June 30, 2019
	Number of contracts		Recorded investment		Number of contracts		Recorded investment		Number of contracts		Recorded investment		Number of contracts		Recorded investment
Real estate loans:
Commercial		-	$	-		1	$	542		-	$	-		1	$	542
Agricultural		-		-		1		1,439		-		-		1		1,439
Other agricultural loans		-		-		3		137		-		-		4		261
Total recidivism		-	$	-		5	$	2,118		-	$	-		6	$	2,242

Index

Allowance for Loan Losses

The following table segregates the allowance for loan losses (ALLL) into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of June 30, 2020 and December 31, 2019, respectively (in thousands):

	June 30, 2020						December 31, 2019
	Individually evaluated for impairment		Collectively evaluated for impairment		Total		Individually evaluated for impairment		Collectively evaluated for impairment		Total
Real estate loans:
Residential	$	30	$	1,176	$	1,206	$	32	$	1,082	$	1,114
Commercial		452		4,492		4,944		251		4,298		4,549
Agricultural		77		4,984		5,061		151		4,871		5,022
Construction		-		81		81		-		43		43
Consumer		-		362		362		-		112		112
Other commercial loans		175		1,026		1,201		147		1,108		1,255
Other agricultural loans		154		667		821		154		807		961
State and political subdivision loans		-		547		547		-		536		536
Unallocated		-		604		604		-		253		253
Total	$	888	$	13,939	$	14,827	$	735	$	13,110	$	13,845

The following tables roll forward the balance of the ALLL by portfolio segment for the three and six months ended June 30, 2020 and 2019, respectively (in thousands):

	For the three months ended June 30, 2020
	Balance at March 31, 2020		Charge-offs			Recoveries		Provision			Balance at June 30, 2020
Real estate loans:
Residential	$	1,154	$	-		$	-	$	52		$	1,206
Commercial		4,729		-			33		182			4,944
Agricultural		4,878		-			-		183			5,061
Construction		56		-			-		25			81
Consumer		117		(10	)		4		251			362
Other commercial loans		1,297		-			3		(99	)		1,201
Other agricultural loans		835		-			-		(14	)		821
State and political subdivision loans		558		-			-		(11	)		547
Unallocated		623		-			-		(19	)		604
Total	$	14,247	$	(10	)	$	40	$	550		$	14,827

	For the three months ended June 30, 2019
	Balance at March 31, 2019		Charge-offs			Recoveries		Provision			Balance at June 30, 2019
Real estate loans:
Residential	$	1,089	$	-		$	-	$	(23	)	$	1,066
Commercial		4,130		(93	)		-		363			4,400
Agricultural		4,392		-			-		140			4,532
Construction		32		-			-		4			36
Consumer		124		(8	)		7		(5	)		118
Other commercial loans		1,283		(38	)		2		81			1,328
Other agricultural loans		756		-			-		(15	)		741
State and political subdivision loans		565		-			-		(26	)		539
Unallocated		713		-			-		(169	)		544
Total	$	13,084	$	(139	)	$	9	$	350		$	13,304

Index

	For the six months ended June 30, 2020
	Balance at December 31, 2019		Charge-offs			Recoveries		Provision			Balance at June 30, 2020
Real estate loans:
Residential	$	1,114	$	-		$	-	$	92		$	1,206
Commercial		4,549		(1	)		34		362			4,944
Agricultural		5,022		-			-		39			5,061
Construction		43		-			-		38			81
Consumer		112		(18	)		12		256			362
Other commercial loans		1,255		-			5		(59	)		1,201
Other agricultural loans		961		-			-		(140	)		821
State and political subdivision loans		536		-			-		11			547
Unallocated		253		-			-		351			604
Total	$	13,845	$	(19	)	$	51	$	950		$	14,827

	For the six months ended June 30, 2019
	Balance at December 31, 2018		Charge-offs			Recoveries		Provision			Balance at June 30, 2019
Real estate loans:
Residential	$	1,105	$	-		$	-	$	(39	)	$	1,066
Commercial		4,115		(293	)		-		578			4,400
Agricultural		4,264		-			-		268			4,532
Construction		58		-			-		(22	)		36
Consumer		120		(22	)		18		2			118
Other commercial loans		1,354		(38	)		5		7			1,328
Other agricultural loans		752		-			-		(11	)		741
State and political subdivision loans		762		-			-		(223	)		539
Unallocated		354		-			-		190			544
Total	$	12,884	$	(353	)	$	23	$	750		$	13,304

The Company allocates the ALLL based on the factors described below, which conform to the Company’s loan classification policy and credit quality measurements. In reviewing risk within the Company’s loan portfolio, management has determined there to be several different risk categories within the loan portfolio. The ALLL consists of amounts applicable to: (i) residential real estate loans; (ii) residential real estate home equity loans; (iii) commercial real estate loans; (iv) agricultural real estate loans; (v) real estate construction loans; (vi) other commercial and agricultural loans; (vii) consumer loans; (viii) other agricultural loans and (ix) state and political subdivision loans. Factors considered in this process include general loan terms, collateral, and availability of historical data to support the analysis. Historical loss percentages are calculated and used as the basis for calculating allowance allocations. Certain qualitative factors are evaluated to determine additional inherent risks in the loan portfolio, which are not necessarily reflected in the historical loss percentages. These factors are then added to the historical allocation percentage to get the adjusted factor to be applied to non-classified loans. The following qualitative factors are analyzed:

•

Level of and trends in delinquencies and impaired/classified loans

◾

Change in volume and severity of past due loans

◾

Volume of non-accrual loans

◾

Volume and severity of classified, adversely or graded loans;

•

Level of and trends in charge-offs and recoveries;

•

Trends in volume, terms and nature of the loan portfolio;

•

Effects of any changes in risk selection and underwriting standards and any other changes in lending and recovery policies, procedures and practices;

•

Changes in the quality of the Company’s loan review system;

•

Experience, ability and depth of lending management and other relevant staff;

•

National, state, regional and local economic trends and business conditions

◾

General economic conditions

◾

Unemployment rates

◾

Inflation rate/ Consumer Price Index

◾

Changes in values of underlying collateral for collateral-dependent loans;

Index

•

Industry conditions including the effects of external factors such as competition, legal, and regulatory requirements on the level of estimated credit losses;

•

Existence and effect of any credit concentrations, and changes in the level of such concentrations; and

•

Any change in the level of board oversight.

The Company analyzes its loan portfolio at least each quarter to determine the adequacy of its ALLL.

Loans determined to be TDRs are impaired and for purposes of estimating the ALLL must be individually evaluated for impairment. In calculating the impairment, the Company calculates the present value utilizing an analysis of discounted cash flows. If the present value calculated is below the recorded investment of the loan, impairment is recognized by a charge to the provision for loan and lease losses and a credit to the ALLL.

For the three and six months ended June 30, 2020, the allowance for all categories was increased due to a general deterioration in economic activity and increase in unemployment as a result of the Covid-19 pandemic. In addition, commercial real estate was increased due to an increase in past due and nonaccrual loans. The decrease in the provision for other agricultural loans is due to the decrease in outstanding loans in these loan portfolios as of June 30, 2020 compared to December 31, 2019. The decrease in the provision for other commercial loans is due to the decrease in the unguaranteed balance of other commercial loans from December 31, 2019 to June 30, 2020, excluding loans acquired as part of the MidCoast acquisition.

For the three months ended June 30, 2019, the allowance for commercial real estate was increased in general reserves due to an increase in the size of the portfolio as well as an increase in specific reserves. This was represented as an increase in the provision. The allowance for agricultural real estate loans was increased in general reserves as a result of an increase in loans classified as special mention and an increase in specific reserves. The result of this was represented as an increase in the provision. The allowance for other commercial loans was increased as a result of a general increase in the size of the portfolio and an increase in the volume of classified loans. The result of these changes was represented as an increase in the provision.

For the six months ended June 30, 2019, the allowance for commercial real estate was increased in general reserves due to general increase in the size of the portfolio. There also was an increase in specific reserves for commercial real estate, which was partially offset by the decrease in substandard loans. The total change was represented as an increase in the provision. The allowance for agricultural real estate loans was increased in general reserves as a result of higher loan balances and an increase in the amount of loans classified as special mention, substandard nonaccrual. Additionally, there was an increase in specific reserves. These resulted in an increase in the provision. The allowance for state and political subdivision was decreased as a result a decrease in the volume of classified loans. The result of this change was represented as a decrease in the provision.

Foreclosed Assets Held For Sale

Foreclosed assets acquired in settlement of loans are carried at fair value, less estimated costs to sell, and are included in other assets on the Consolidated Balance Sheet. As of June 30, 2020 and December 31, 2019, included within other assets are $2,853,000 and $3,404,000, respectively, of foreclosed assets. As of June 30, 2020, included within the foreclosed assets are $167,000 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end. As of June 30, 2020, the Company had initiated formal foreclosure proceedings on $723,000 of consumer residential mortgages, which had not yet been transferred into foreclosed assets In accordance with various state regulations, foreclosure actions have been suspended into the third quarter.

Index

Note 6 – Goodwill and Other Intangible Assets

The following table provides the gross carrying value and accumulated amortization of intangible assets as of June 30, 2020 and December 31, 2019 (in thousands):

	June 30, 2020							December 31, 2019
	Gross carrying value		Accumulated amortization			Net carrying value		Gross carrying value		Accumulated amortization			Net carrying value
Amortized intangible assets (1):
MSRs	$	1,838	$	(1,174	)	$	664	$	1,718	$	(1,077	)	$	641
Core deposit intangibles		1,943		(1,186	)		757		1,786		(1,081	)		705
Covenant not to compete		125		(125	)		-		125		(125	)		-
Total amortized intangible assets	$	3,906	$	(2,485	)	$	1,421	$	3,629	$	(2,283	)	$	1,346
Unamortized intangible assets:
Goodwill	$	31,376						$	23,296

(1) Excludes fully amortized intangible assets

The following table provides the current year and estimated future amortization expense for amortized intangible assets for the next five years (in thousands). We based our projections of amortization expense shown below on existing asset balances at June 30, 2020. Future amortization expense may vary from these projections:

	MSRs		Core deposit intangibles		Covenant not to compete		Total
Three months ended June 30, 2020 (actual)	$	49	$	55	$	-	$	104
Six months ended June 30, 2020 (actual)		97		105		-		202
Three months ended June 30, 2019 (actual)		46		58		8		112
Six months ended June 30, 2019 (actual)		94		116		16		226
Estimate for year ending December 31,
Remaining 2020		98		112		-		210
2021		165		192		-		357
2022		128		156		-		284
2023		97		121		-		218
2024		71		85		-		156
Thereafter		105		91		-		196
Total	$	664	$	757	$	-	$	1,421

Note 7 - Employee Benefit Plans

For additional detailed disclosure on the Company’s pension and employee benefits plans, please refer to Note 11 of the Company’s Consolidated Financial Statements included in the 2019 Annual Report on Form 10-K.

Noncontributory Defined Benefit Pension Plan

The Bank sponsors a trusteed noncontributory defined benefit pension plan (“Pension Plan”) covering substantially all employees and officers hired prior to January 1, 2007. Additionally, the Bank assumed the noncontributory defined benefit pension plan of the First National Bank of Fredericksburg (FNB) when FNB was acquired in December 2015. The FNB plan was closed and all assets were distributed in the fourth quarter of 2019. The Bank’s funding policy is to make annual contributions, if needed, based upon the funding formula developed by the plans’ actuary. Any employee with a hire date of January 1, 2007 or later is not eligible to participate in the Pension Plan.

In lieu of the Pension Plan, employees with a hire date of January 1, 2007 or later are eligible to receive, after meeting certain length of service requirements, an annual discretionary 401(k) plan contribution from the Bank equal to a percentage of an employee’s base compensation. The contribution amount, if any, is placed in a separate account within the 401(k) plan and is subject to a vesting requirement.

Index

For employees who are eligible to participate in the Pension Plan, the Pension Plan requires benefits to be paid to eligible employees based primarily upon age and compensation rates during employment. Upon retirement or other termination of employment, employees can elect either an annuity benefit or a lump sum distribution of vested benefits in the Pension Plan.

The following sets forth the components of net periodic benefit costs of the Pension Plan and the line item on the Consolidated Statement of Income where such amounts are included, for the three and six months ended June 30, 2020 and 2019, respectively (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019			Affected line item on the Consolidated Statement of Income
Service cost	$	82		$	89		$	165		$	178		Salary and Employee Benefits
Interest cost		79			139			166			278		Other Expenses
Expected return on plan assets		(206	)		(205	)		(431	)		(410	)	Other Expenses
Partial Settlement		307			-			307			-		Other Expenses
Net amortization and deferral		55			62			117			123		Other Expenses
Net periodic benefit cost	$	317		$	85		$	324		$	169

The Bank does not expect to contribute to the Pension Plan during 2020.

Restricted Stock Plan

The Company maintains a Restricted Stock Plan (the “Plan”) whereby employees and non-employee corporate directors are eligible to receive awards of restricted stock based upon performance related requirements. Awards granted under the Plan are in the form of the Company’s common stock and are subject to certain vesting requirements including continuous employment or service with the Company. In April of 2016, the Company’s stockholders authorized a total of 150,000 shares of the Company’s common stock to be made available under the Plan. As of June 30, 2020, 124,564 shares remain available to be issued under the Plan. The Plan assists the Company in attracting, retaining and motivating employees to make substantial contributions to the success of the Company and to increase the emphasis on the use of equity as a key component of compensation.

The following table details the vesting, awarding and forfeiting of restricted stock during the three and six months ended June 30, 2020:

	Three months						Six months
	Unvested Shares			Weighted Average Market Price			Unvested Shares			Weighted Average Market Price
Outstanding, beginning of period		10,197		$	60.12			10,877		$	60.11
Granted		4,647			51.16			4,647			51.23
Vested		(4,058	)		(59.23	)		(4,738	)		(59.32	)
Outstanding, end of period		10,786		$	56.60			10,786		$	56.60

Compensation expense related to restricted stock is recognized, based on the market price of the stock at the grant date, over the vesting period. Compensation expense related to restricted stock was $165,000 and $141,000 for the six months ended June 30, 2020 and 2019, respectively. For the three months ended June 30, 2020 and 2019, compensation expense totaled $83,000 and $74,000, respectively. At June 30, 2020, the total compensation cost related to nonvested awards that had not yet been recognized was $610,000, which is expected to be recognized over the next three years.

Index

Note 8 – Accumulated Comprehensive Income (Loss)

The following tables present the changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and six months ended June 30, 2020 and 2019 (in thousands):

	Six months ended June 30, 2020
	Unrealized gain (loss) on available for sale securities (a)			Defined Benefit Pension Items (a)			Unrealized loss on interest rate swap (a)			Total
Balance as of December 31, 2019	$	2,290		$	(2,919	)	$	-		$	(629	)
Other comprehensive income (loss) before reclassifications (net of tax)		3,740			-			(446	)		3,294
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax)		(92	)		334			-			242
Net current period other comprehensive income (loss)		3,648			334			(446	)		3,536
Balance as of June 30, 2020	$	5,938		$	(2,585	)	$	(446	)	$	2,907

	Six months ended June 30, 2019
	Unrealized gain (loss) on available for sale securities (a)			Defined Benefit Pension Items (a)			Unrealized loss on interest rate swap (a)		Total
Balance as of December 31, 2018	$	(973	)	$	(2,948	)	$	-	$	(3,921	)
Other comprehensive income (loss) before reclassifications (net of tax)		3,488			-			-		3,488
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax)		-			96			-		96
Net current period other comprehensive income (loss)		3,488			96			-		3,584
Balance as of June 30, 2019	$	2,515		$	(2,852	)	$	-	$	(337	)

	Three months ended June 30, 2020
	Unrealized gain (loss) on available for sale securities (a)			Defined Benefit Pension Items (a)			Unrealized loss on interest rate swap (a)			Total
Balance as of March 31, 2020	$	5,714		$	(2,796	)	$	-		$	2,918
Other comprehensive income (loss) before reclassifications (net of tax)		316			-			(446	)		(130	)
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax)		(92	)		211			-			119
Net current period other comprehensive income (loss)		224			211			(446	)		(11	)
Balance as of June 30, 2020	$	5,938		$	(2,585	)	$	(446	)	$	2,907

	Three months ended June 30, 2019
	Unrealized gain (loss) on available for sale securities (a)		Defined Benefit Pension Items (a)			Unrealized loss on interest rate swap (a)		Total
Balance as of March 31, 2019	$	75	$	(2,900	)	$	-	$	(2,825	)
Other comprehensive income (loss) before reclassifications (net of tax)		2,440		-			-		2,440
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax)		-		48			-		48
Net current period other comprehensive income (loss)		2,440		48			-		2,488
Balance as of June 30, 2019	$	2,515	$	(2,852	)	$	-	$	(337	)

(a) Amounts in parentheses indicate debits on the Consolidated Balance Sheet.

Index

The following table presents the significant amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2020 and 2019 (in thousands):

Details about accumulated other comprehensive income (loss)	Amount reclassified from accumulated comprehensive income (loss) (a)						Affected line item in the Consolidated Statement of Income
	Three Months Ended June 30, 2020
	2020			2019
Unrealized gains and losses on available for sale securities
	$	117		$	-		Available for sale securities gains, net
		(25	)		-		Provision for income taxes
	$	92		$	-		Net of tax

Defined benefit pension items
	$	(267	)	$	(62	)	Other expenses
		56			14		Provision for income taxes
	$	(211	)	$	(48	)	Net of tax

Total reclassifications	$	(119	)	$	(48	)

	Six Months Ended June 30,
	2020			2019
Unrealized gains and losses on available for sale securities
	$	117		$	-		Available for sale securities gains, net
		(25	)		-		Provision for income taxes
	$	92		$	-		Net of tax

Defined benefit pension items
	$	(423	)	$	(123	)	Other expenses
		89			27		Provision for income taxes
	$	(334	)	$	(96	)	Net of tax

Total reclassifications	$	(242	)	$	(96	)

(a) Amounts in parentheses indicate expenses and other amounts indicate income on the Consolidated Statement of Income

Note 9 – Fair Value Measurements

The Company has established a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by this hierarchy are as follows:

Level I:

Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II:

Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

Level III:

Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

Index

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. Our valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly and/or quarterly valuation process.

Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis

The fair values of equity securities and securities available for sale are determined by quoted prices in active markets, when available, and classified as Level I. If quoted market prices are not available, the fair value is determined by a matrix pricing, which is a mathematical technique, widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities and classified as Level II. The fair values consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

The following tables present the assets and liabilities reported on the Consolidated Balance Sheet at their fair value on a recurring basis as of June 30, 2020 and December 31, 2019 by level within the fair value hierarchy (in thousands). Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

June 30, 2020	Level I		Level II		Level III		Total
Fair value measurements on a recurring basis:
Assets
Equity securities	$	703	$	-	$	-	$	703
Available for sale securities:
U.S. Agency securities		-		78,436		-		78,436
U.S. Treasury securities		28,257		-		-		28,257
Obligations of state and political subdivisions		-		83,527		-		83,527
Corporate obligations		-		4,321		-		4,321
Mortgage-backed securities in government sponsored entities		-		77,819		-		77,819
Liabilities
Interest Rate Swaps		-		566		-		566

December 31, 2019	Level I		Level II		Level III		Total
Fair value measurements on a recurring basis:
Assets
Equity securities	$	701	$	-	$	-	$	701
Available for sale securities:
U.S. Agency securities		-		84,863		-		84,863
U.S. Treasuries securities		27,661		-		-		27,661
Obligations of state and political subdivisions		-		61,455		-		61,455
Corporate obligations		-		3,328		-		3,328
Mortgage-backed securities in government sponsored entities		-		63,399		-		63,399

Index

Assets and Liabilities Required to be Measured and Reported at Fair Value on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis as of June 30, 2020 and December 31, 2019 are included in the table below (in thousands):

June 30, 2020	Level I		Level II		Level III		Total
Impaired Loans	$	-	$	-	$	4,056	$	4,056
Other real estate owned		-		-		2,746		2,746

December 31, 2019	Level I		Level II		Level III		Total
Impaired Loans	$	-	$	-	$	3,860	$	3,860
Other real estate owned		-		-		3,299		3,299

•

Impaired Loans - The Company has measured impairment on impaired loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement. If the fair value of the collateral exceeds the carrying amount of the loan, then the loan is not included in the table above as it is not currently being carried at its fair value. The fair values above excluded estimated selling costs of $458,000 and $424,000 at June 30, 2020 and December 31, 2019, respectively.

•

Other Real Estate Owned (OREO) – OREO is carried at the lower of cost or fair value, less estimated costs to sell, which is measured at the date of foreclosure. If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the table above. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. The fair value of OREO is based on the appraised value of the property, which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property, and is included in the above table as a Level II measurement. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. In these cases, the loans are categorized in the above table as a Level III measurement since these adjustments are considered to be unobservable inputs. Income and expenses from operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO.

The following table provides a listing of the significant unobservable inputs used in the fair value measurement process for items valued utilizing Level III techniques (dollars in thousands).

June 30, 2020	Fair Value		Valuation Technique(s)	Unobservable input	Range			Weighted average
Impaired Loans	$	4,056	Appraised Collateral Values	Discount for time since appraisal		0-100	%		16.37	%
				Selling costs		5%-10	%		9.29	%
				Holding period	0 - 12 months			11.86 months

Other real estate owned		2,746	Appraised Collateral Values	Discount for time since appraisal		5-30	%		18.47	%

December 31, 2019	Fair Value		Valuation Technique(s)	Unobservable input	Range			Weighted average
Impaired Loans		3,860	Appraised Collateral Values	Discount for time since appraisal		0-100	%		19.22	%
				Selling costs		5%-10	%		9.26	%
				Holding period	6 - 12 months			11.76 months

Other real estate owned		3,299	Appraised Collateral Values	Discount for time since appraisal		5-43	%		16.37	%

Index

Financial Instruments Not Required to be Measured or Reported at Fair Value

The carrying amount and fair value of the Company’s financial instruments that are not required to be measured or reported at fair value on a recurring basis are as follows (in thousands):

June 30, 2020	Carrying Amount	Fair Value	Level I	Level II	Level III
Financial assets:
Interest bearing time deposits with other banks	$14,256	$14,966	$-	$-	$14,966
Loans held for sale	17,468	17,468	-	-	17,468
Net loans	1,348,806	1,356,103	-	-	1,356,103

Financial liabilities:
Deposits	1,513,284	1,519,336	1,134,398	-	384,938
Borrowed funds	85,135	85,375	-	-	85,375

	Carrying
December 31, 2019	Amount	Fair Value	Level I	Level II	Level III
Financial assets:
Interest bearing time deposits with other banks	$14,256	$14,635	$-	$-	$14,635
Loans held for sale	815	815	-	-	815
Net loans	1,101,724	1,091,006	-	-	1,091,006

Financial liabilities:
Deposits	1,211,118	1,211,200	938,387	-	272,813
Borrowed funds	85,117	84,581	-	-	84,581

The carrying amounts for cash and due from banks, bank owned life insurance, regulatory stock, accrued interest receivable and payable approximate fair value and are considered Level I measurements.

Note 10 – Acquisition of MidCoast Community Bancorp, Inc.

In the second quarter of 2019, the Company announced the signing of a definitive merger agreement to acquire 100% of the outstanding equity interest of MidCoast Community Bancorp, Inc. (“MidCoast”) for $6.50 per share in cash and stock. MidCoast was a Pennsylvania Corporation that conducted its business primarily through, its wholly owned subsidiary MidCoast Community Bank, which operated from a main office in Wilmington, Delaware, and two branches in Wilmington, Delaware, and one branch in Dover, Delaware.

The transaction closed on April 17, 2020, with MidCoast Community Bank having been merged into First Citizens Community Bank, with First Citizens Community Bank as the surviving entity. The acquisition established the Company’s presence in the Wilmington and Dover, Delaware markets.

Under the terms of the merger agreement, the Company acquired all of the outstanding shares of MidCoast for a total purchase price of approximately $26,843,000. As a result of the acquisition, the Company issued 373,356 common shares and $7.6 million in cash to the former shareholders of MidCoast. The shares were issued with a value of $51.50 per share, which was based on the close price of the Company’s stock on April 17, 2020.

Index

The acquired assets and assumed liabilities were measured at estimated fair values. Management made significant estimates and exercised significant judgment in accounting for the acquisition. Management measured loan fair values based on loan file reviews, appraised collateral values, expected cash flows, and historical loss factors of MidCoast. Real estate acquired through foreclosure was primarily valued based on appraised collateral values. The Company also recorded an identifiable intangible asset representing the core deposit base of MidCoast based on management’s evaluation of the cost of such deposits relative to alternative funding sources. Management used significant estimates including the average lives of depository accounts, future interest rate levels, and the cost of servicing various depository products.

The business combination resulted in the acquisition of loans with and without evidence of credit quality deterioration. MidCoast’s loans were deemed to have credit impairment at the acquisition date if the Company did not expect to receive all contractually required cash flows due to concerns about credit quality. Such loans were fair valued and the difference between contractually required payments at the acquisition date and cash flows expected to be collected was recorded as a non-accretable difference. At the acquisition date, the Company recorded $4,869,000 of purchased credit-impaired loans. The method of measuring carrying value of purchased loans differs from loans originated by the Company (originated loans), and as such, the Company identifies purchased loans and purchased loans with a credit quality discount and originated loans at amortized cost.

MidCoast’s loans without evidence of credit deterioration were fair valued by discounting both expected principal and interest cash flows using an observable discount rate for similar instruments that a market participant would consider in determining fair value. Additionally, consideration was given to management’s best estimates of default rates and pre-payment speeds.

The following table summarizes the purchase of MidCoast as of April 17, 2020:

(In Thousands, Except Per Share Data)
Purchase Price Consideration in Common Stock
Citizens Financial Services, Inc. shares issued		373,356
Value assigned to Citizens Financial Services, Inc. common share	$	51.50
Purchase price assigned to MidCoast common shares exchanged for Citizens Financial Services, Inc.				$	19,228
Purchase Price Consideration - Cash for Common Stock
Purchase price assigned to The First National Bank of Fredericksburg common shares exchanged for cash					7,615
Total Purchase Price					26,843
Net Assets Acquired:
MidCoast Community Bancorp, Inc shareholders’ equity	$	24,330
Adjustments to reflect assets acquired at fair value:
Investments
Loans
Interest rate		1,424
General credit		(4,375	)
Specific credit - non-amortizing		(2,135	)
Specific credit - amortizing		(966	)
Core deposit intangible		157
Owned premises		(426	)
Other assets		65
Deferred tax assets		2,217
Adjustments to reflect liabilities acquired at fair value:
Time deposits		(1,018	)
Borrowings		(497	)
Other liabilities		(13	)
					18,763
Goodwill resulting from merger				$	8,080

Index

The following condensed statement reflects the amounts recognized as of the acquisition date for each major class of asset acquired and liability assumed:

(In Thousands)
Total purchase price				$	26,843
Net assets acquired:
Cash and cash equivalents	$	8,637
Loans		223,235
Premises and equipment, net		1,787
Accrued interest receivable		586
Bank-owned life insurance		3,766
Intangibles		157
Deferred tax asset		3,402
Other assets		2,878
Time deposits		(123,841	)
Deposits other than time deposits		(84,985	)
Accrued interest payable		(164	)
Borrowings		(15,497	)
Other liabilities		(1,198	)
					18,763
Goodwill resulting from the MidCoast merger				$	8,080

The Company recorded goodwill and other intangibles associated with the acquisition of MidCoast totaling $8,237,000. Goodwill is not amortized, but is periodically evaluated for impairment. The Company did not recognize any impairment from April 17, 2020 to June 30, 2020. None of the goodwill acquired is expected to be deductible for tax purposes.

Identifiable intangibles are amortized to their estimated residual values over the expected useful lives. Such lives are also periodically reassessed to determine if any amortization period adjustments are required. For the period from April 17, 2020 to June 30, 2020, no such adjustments were recorded. The identifiable intangible asset consists of core deposit intangibles which are being amortized on an accelerated basis over the useful life of such assets. The gross carrying amount of the core deposit intangible at June 30, 2020 was $157,000, with $5,000 accumulated amortization, respectively, as of that date.

As of June 30, 2020, the current year and estimated future amortization expense for the core deposit intangibles was (in thousands):

	Core deposit intangibles
Three months ended June 30, 2020 (actual)	$	5
Six months ended June 30, 2020 (actual)		5
Estimate for year ending December 31,
Remaining 2020		14
2021		27
2022		24
2023		21
2024		18
Thereafter		48
Total	$	152

Index

Amounts recognized separately from the acquisition include primarily legal fees, investment banking fees, system conversion costs, severance costs and contract termination costs. These costs were included in merger and acquisition expenses within non-interest expenses on the Consolidated Statement of Income and amounted to approximately $1,790,000 for the quarter ended June 30, 2020.

Results of operations for MidCoast prior to the acquisition date are not included in the Consolidated Statement of Income for the quarter ended June 30, 2020.

The following table presents financial information regarding the former MidCoast operations included in our Consolidated Statement of Income from the date of acquisition through June 30, 2020 under the column “Actual from Acquisition Date through June 30, 2020”. In addition, the following table presents unaudited pro forma information as if the acquisition of MidCoast had occurred on January 1, 2019 under the “Pro Forma” columns. The table below has been prepared for comparative purposes only and is not necessarily indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results. Furthermore, the unaudited proforma information does not reflect management’s estimate of any revenue-enhancing opportunities nor anticipated cost savings as a result of the integration and consolidation of the acquisition. Merger and acquisition integration costs and amortization of fair value adjustments are included in the numbers below.

			Unaudited Pro Forma for
	Actual from Acquisition		Three Months Ended				Six Months Ended
	Date Through		June 30,				June 30,
(In Thousands, Except Per Share Data)	June 30, 2020		2020		2019		2020		2019
Net interest income	$	2,261	$	18,710	$	14,955	$	37,206	$	29,514
Non-interest income		33		2,326		2,091		4,241		4,177
Net income		1,092		3,478		5,440		8,628		10,800
Pro forma earnings per share:
Basic			$	1.03	$	1.38	$	2.20	$	2.74
Diluted			$	1.02	$	1.38	$	2.20	$	2.74

Note 11 – Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements. In that regard, we have formed a cross-functional working group. The working group is comprised of individuals from various functional areas including credit, loan origination and finance. We are currently working through our implementation plan which includes assessment and documentation of processes, internal controls and data sources; model development and documentation; and system configuration, among other things. We are also in the process of implementing a third-party vendor solution to assist us in the application of the ASU 2016-13. The adoption of the ASU 2016-13 could result in an increase in the allowance for loan losses as a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. While we are currently unable to reasonably estimate the impact of adopting ASU 2016-13, we expect that the impact of adoption will be significantly influenced by the composition, characteristics and quality of our loan portfolio as well as the prevailing economic conditions and forecasts as of the adoption date.

Index

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date for ASC 350, Intangibles – Goodwill and Other, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. This Update is not expected to have a significant impact on the Company’s consolidated financial statements.

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

Index

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. Topic 326, Financial Instruments – Credit Losses amendments are effective for SEC registrants for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other public business entities, the effective date is for fiscal years beginning after December 15, 2020, and for all other entities, the effective date is for fiscal years beginning after December 15, 2021. Topic 815, Derivatives and Hedging amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. For entities that have adopted the amendments in Update 2017-12, the effective date is as of the beginning of the first annual period beginning after the issuance of this Update. Topic 825, Financial Instruments amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Furthermore, the ASU provides a one-year deferral of the effective dates of the ASUs on derivatives and hedging for companies that are not public business entities. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-13 has been adopted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt ASU 2016-13.

In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections, Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates. This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. Other miscellaneous updates to agree to the electronic Code of Federal Regulations also have been incorporated.

Index

In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective dates of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This Update also amends the mandatory effective date for the elimination of Step 2 from the goodwill impairment test under ASU No. 2017-04, Intangibles ‒ Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (Goodwill), to align with those used for credit losses. Furthermore, the ASU provides a one-year deferral of the effective dates of the ASUs on derivatives and hedging and leases for companies that are not public business entities. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. The effective dates in this Update are the same as those applicable for ASU 2019-10. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position or results of operations.

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

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

Index

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

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

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

Index

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

Forward-Looking Statements

We have made forward-looking statements in this document, and in documents that we incorporate by reference, that are subject to risks and uncertainties. Forward-looking statements include information concerning possible or expected future results of operations of Citizens Financial Services, Inc., First Citizens Community Bank, First Citizens Insurance Agency, Inc., 1^st Realty of PA LLC or the combined Company. When we use words such as “believes,” “expects,” “anticipates,” or similar expressions, we are making forward-looking statements. For a variety of reasons, actual results could differ materially from those contained in or implied by forward-looking statements. The Company cautions readers that the following important factors, among others, could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement:

•

The scope, duration and severity of the COVID-19 pandemic and its effects on our business and operations, our customers, including their ability to make timely payments on loans, our service providers, and on the economy and financial markets in general.

•

Interest rates could change more rapidly or more significantly than we expect.

•

The economy could change significantly in an unexpected way, which would cause the demand for new loans and the ability of borrowers to repay outstanding loans to change in ways that our models do not anticipate.

•

The financial markets could suffer a significant disruption, which may have a negative effect on our financial condition and that of our borrowers, and on our ability to raise money by issuing new securities.

•

It could take us longer than we anticipate to implement strategic initiatives designed to increase revenues or manage expenses, or we may be unable to implement those initiatives at all.

•

We may not be able to successfully integrate businesses we acquire or be able to fully realize the expected financial and other benefits from acquisitions.

•

Acquisitions and dispositions of assets could affect us in ways that management has not anticipated.

•

We may become subject to new legal obligations or the resolution of litigation may have a negative effect on our financial condition or operating results.

•

We may become subject to new and unanticipated accounting, tax, or regulatory practices or requirements.

•

We could experience greater loan delinquencies than anticipated, adversely affecting our earnings and financial condition.

•

We could experience greater losses than expected due to the ever increasing volume of information theft and fraudulent scams impacting our customers and the banking industry.

•

We could lose the services of some or all of our key personnel, which would negatively impact our business because of their business development skills, financial expertise, lending experience, technical expertise and market area knowledge.

•

The agricultural economy is subject to extreme swings in both the costs of resources and the prices received from the sale of products, which could negatively impact some of our customers.

•

Agricultural customers could be affected by factors outside of their control including adverse weather conditions, loss of crops or livestock due to diseases or other factors, and government policies, regulations and tariffs.

•

Loan concentrations in certain industries could negatively impact financial results, if financial results or economic conditions deteriorate.

•

A budget impasse in the Commonwealth of Pennsylvania could impact our asset values, liquidity and profitability as a result of either delayed or reduced funding to school districts and municipalities who are customers of the Bank.

Index

•

Companies providing support services related to the exploration and drilling of the natural gas reserves in our market area may be affected by federal, state and local laws and regulations such as restrictions on production, permitting, changes in taxes and environmental protection, which could negatively impact our customers and, as a result, negatively impact our loan and deposit volume and loan quality. Additionally, the activities the companies providing support services related to the exploration and drilling of the natural gas reserves may be dependent on the market price of natural gas. As a result, decreases in the market price of natural gas could also negatively impact these companies, our customers.

Additional factors that may affect our results are discussed under “Part II – Item 1A – Risk Factors” in this report and in the Company’s 2019 Annual Report on Form 10-K under “Item 1.A/ Risk Factors.” Except as required by applicable law and regulation, we assume no obligation to update or revise any forward-looking statements after the date on which they are made.

Introduction

The following is management’s discussion and analysis of the financial condition and results of operations at the dates and for the periods presented in the accompanying consolidated financial statements for the Company. Our consolidated financial condition and results of operations consist almost entirely of the Bank’s financial condition and results of operations. Management’s discussion and analysis should be read in conjunction with the preceding financial statements presented under Part I. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results you may expect for the full year.

The Company currently engages in the general business of banking throughout our service area of Potter, Tioga, Clinton, Bradford and Centre counties in north central Pennsylvania, Lebanon, Berks, Schuylkill and Lancaster counties in south central Pennsylvania and Allegany County in southern New York and with the recently closed MidCoast acquisition, the Cities of Wilmington and Dover, Delaware. We also have a limited branch office in Union county, Pennsylvania, which primarily serves agricultural and commercial customers in the central Pennsylvania market. We maintain our central office in Mansfield, Pennsylvania. Presently we operate 31 banking facilities, 30 of which operate as bank branches. In Pennsylvania, the Company has full service offices located in Mansfield, Blossburg, Ulysses, Genesee, Wellsboro, Troy, Sayre, Canton, Gillett, Millerton, LeRaysville, Towanda, Rome, the Mansfield Wal-Mart Super Center, Mill Hall, Schuylkill Haven, Friedensburg, Mt. Aetna, Fredericksburg, Mount Joy, Fivepointville, State College and two branches near the city of Lebanon, Pennsylvania. The Fivepointville branch was opened in the first quarter of 2019. The limited branch office is located in Winfield, Pennsylvania. In New York, our office is in Wellsville. With the merger MidCoast completed in the second quarter, we added three branches in Delaware with two being in the Wilmington market and one in Dover.

Covid-19 Pandemic Response and Loan Profile

In response to the Covid-19 pandemic, the Company created a payment relief program that includes the following:

•

Waiver of late fees for March, April and May

•

Interest only payment options for consumers and businesses for 60-90 days.

•

Deferral of principal payments for consumers and businesses in certain industries for 60-120 days

•

Waiver of Company ATM fees for customers utilizing foreign ATMS through May

•

Waiver of early withdrawal penalties through May 1, 2020 on CDs

Index

Through June 30, 2020, we have modified 509 loans totaling $196.2 million, primarily business related loans. As of June 30, 2020, loans with aggregate balances of $55.4 million were still under a modified agreement. Customers with balances totaling $23.6 million as of June 30, 2020 required a second round of relief, which is included in the $55.4 million as of June 30, 2020. Of the $55.4 million modifications outstanding as of June 30, 2020, $48.1 million mature by the end of July 2020, with an additional $5.3 million maturing in August and the remainder maturing in September. Additionally, in accordance with government regulations, we have paused all foreclosure actions in accordance with state mandates.

We also are participating in the Paycheck Protection Program for loans provided under the auspices of the Small Business Adminstration (SBA). As of June 30, 2020, we had outstanding 570 loans with balances totaling $53.7 million that earn interest at 1% per annum and are expected to generate fee revenue of approximately $2.1 million over the next 24 months. A portion of these loans may be forgiven by the SBA depending on the customers usage of the proceeds.

The Company tracks industry concentrations to identify risks that could lead to additional credit exposure. As a result of the Covid 19 pandemic, the Company has determined that Hotels/Motels and restaurants represent a higher level of credit risk. At June 30, 2020, the Company has limited loan concentrations to these industries as follows:

•

Hotels/Motels - $34.8 million or 2.6% of outstanding loans

•

Restaurants - $25.5 million or 1.9% of outstanding loans

Our agricultural relationships are also being strained by the pandemic as demand for certain products has declined and processing plant issues have resulted in further strains on our customers as a result of the pandemic. Agricultural lending comprises $360.1 million, or 26.4% of outstanding balances as of June 30, 2020.

Risk Management

Risk identification and management are essential elements for the successful management of the Company. In the normal course of business, the Company is subject to various types of risk, including interest rate, credit, liquidity, reputational and regulatory risk.

Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the direction and frequency of changes in market interest rates. Interest rate risk results from various re-pricing frequencies and the maturity structure of the financial instruments owned by the Company. The Company uses its asset/liability and funds management policy to control and manage interest rate risk.

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms. Credit risk results from loans with customers and the purchasing of securities. The Company’s primary credit risk is in the loan portfolio. The Company manages credit risk by adhering to an established credit policy and through a disciplined evaluation of the adequacy of the allowance for loan losses. Also, the investment policy limits the amount of credit risk that may be taken in the investment portfolio.

Liquidity risk represents the inability to generate or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers and obligations to depositors. The Company has established guidelines within its asset/liability and funds management policy to manage liquidity risk. These guidelines include, among other things, contingent funding alternatives.

Reputational risk, or the risk to our business, earnings, liquidity, and capital from negative public opinion, could result from our actual or alleged conduct in a variety of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, ethical issues, or inadequate protection of customer information, including fraudulent activity outside the Company’s control. We expend significant resources to comply with regulatory requirements. Failure to comply could result in reputational harm or significant legal or remedial costs. Damage to our reputation could adversely affect our ability to retain and attract new customers, and adversely impact our earnings and liquidity.

Index

Regulatory and compliance risk represents the possibility that a change in law, regulations or regulatory policy may have a material effect on the business of the Company. We cannot predict what legislation might be enacted or what regulations might be adopted, or if adopted, the effect thereof on our operations.

Competition

The banking industry in the Bank’s service areas continue to be extremely competitive, both among commercial banks and with other financial service providers such as consumer finance companies, thrifts, investment firms, mutual funds, insurance companies, credit unions, agricultural cooperatives and internet entities for loans and deposits. Competition in our north central Pennsylvania market has increased as a result of other financial institutions looking to expand into new markets. With larger population centers in our central and south central markets, as well as the new Delaware operations, we experience more competition to gather deposits and to make loans. Mortgage banking firms, financial companies, financial affiliates of industrial companies, brokerage firms, retirement fund management firms and even government agencies provide additional competition for loans, deposits and other financial services. The Bank is generally competitive with all competing financial institutions in its service areas with respect to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans.

Trust and Investment Services; Oil and Gas Services

Our Investment and Trust Services Division offers professional trust administration, investment management services, estate planning and administration, and custody of securities. In addition to traditional trust and investment services offered, we assist our customers through various oil and gas specific leasing matters from lease negotiations to establishing a successful approach to personal wealth management. Assets held by the Company in a fiduciary or agency capacity for its customers are not included in the Consolidated Balance Sheets since such items are not assets of the Company. Revenues and fees of the Trust Department are reflected in trust income in the Consolidated Statement of Income. As of June 30, 2020 and December 31, 2019, the Trust Department had $129.5 million and $134.3 million of assets under management, respectively.

Our Investment Representatives offer full service brokerage services and financial planning throughout the Bank’s market area. Products such as mutual funds, annuities, health and life insurance are made available through our insurance subsidiary, First Citizens Insurance Agency, Inc. The assets associated with these products are not included in the Consolidated Balance Sheets since such items are not assets of the Company. Assets owned and invested by customers of the Bank through the Bank’s Investment Representatives decreased from $215.4 million at December 31, 2019 to $212.6 million at June 30, 2020. Fee income from the sale of these products is reflected in brokerage and insurance income in the Consolidated Statement of Income. Management believes that there are opportunities to increase non-interest income through these products and services, especially in our central and south central Pennsylvania markets.

Results of Operations

Overview of the Income Statement

The Company had net income of $9,869,000 for the first six months of 2020 compared to $9,251,000 for last year’s comparable period, an increase of $618,000, or 6.7%. Basic earnings per share for the first six months of 2020 were $2.67, compared to $2.60 last year, representing a 2.7% increase. Annualized return on assets and return on equity for the six months of 2020 were 1.24% and 11.90%, respectively, compared with 1.28% and 12.61% for last year’s comparable period.

Net income for the three months ended June 30, 2020 was $5,338,000 compared to $4,846,000 in the comparable 2019 period, an increase of $492,000 or 10.2%. Basic earnings per share for the three months ended June 30, 2020 were $1.39, compared to $1.36 last year, representing a 2.2% increase. Annualized return on assets and return on equity for the quarter ended June 30, 2020 was 1.25% and 12.28%, respectively, compared with 1.34% and 13.09% for the same 2019 period.

Index

Net Interest Income

Net interest income, the most significant component of the Company’s earnings, is the amount by which interest income generated from interest-earning assets exceeds interest expense paid on interest-bearing liabilities.

Net interest income for the first six months of 2020 was $29,176,000, an increase of $4,925,000, or 20.3%, compared to the same period in 2019. For the first six months of 2020 the provision was $950,000, an increase of $200,000 over the comparable period in 2019. Consequently, net interest income after the provision for loan losses was $28,226,000 in the first six months of 2020 compared to $23,501,000 during the first six months of 2019.

For the three months ended June 30, 2020, net interest income was $16,286,000 compared to $12,336,000, an increase of $3,950,000, or 32.0% over the comparable period in 2019. The provision for loan losses this quarter was $550,000 compared to $350,000 for last year’s second quarter. Consequently, net interest income after the provision for loan losses was $15,736,000 for the quarter ended June 30, 2020 compared to $11,986,000 in 2019.

The following table sets forth the average balances of, and the interest earned or incurred on, for each principal category of assets, liabilities and stockholders’ equity, the related rates, net interest income and interest rate spread created for the three and six months ended June 30, 2020 and 2019 on a tax equivalent basis (dollars in thousands):


	Analysis of Average Balances and Interest Rates Six Months Ended
	June 30, 2020							June 30, 2019
(dollars in thousands)	Average Balance (1) $		Interest $		Average Rate %			Average Balance (1) $		Interest $		Average Rate %
ASSETS
Short-term investments:
Interest-bearing deposits at banks		19,013		9		0.10			9,165		13		0.29
Total short-term investments		19,013		9		0.10			9,165		13		0.29
Interest bearing time deposits at banks		14,329		183		2.57			15,498		195		2.54
Investment securities:
Taxable		181,469		2,410		2.66			192,737		2,490		2.58
Tax-exempt (3)		69,896		1,079		3.09			57,482		926		3.22
Total investment securities		251,365		3,489		2.78			250,219		3,416		2.73
Loans (2)(3)(4):
Residential mortgage loans		214,809		5,643		5.28			215,110		5,692		5.34
Construction		24,011		596		4.99			24,351		620		5.13
Commercial Loans		507,490		13,809		5.47			410,532		11,201		5.50
Agricultural Loans		358,173		8,124		4.56			334,895		7,639		4.60
Loans to state & political subdivisions		92,306		1,837		4.00			99,945		1,951		3.94
Other loans		11,517		395		6.90			9,737		368		7.62
Loans, net of discount		1,208,306		30,404		5.06			1,094,570		27,471		5.06
Total interest-earning assets		1,493,013		34,085		4.59			1,369,452		31,095		4.58
Cash and due from banks		7,791							6,395
Bank premises and equipment		16,823							16,198
Other assets		67,847							56,135
Total non-interest earning assets		92,461							78,728
Total assets		1,585,474							1,448,180
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
NOW accounts		358,026		694		0.39			328,951		1,167		0.72
Savings accounts		233,050		291		0.25			214,361		390		0.37
Money market accounts		186,018		595		0.64			161,518		1,014		1.27
Certificates of deposit		308,019		2,064		1.35			291,074		2,141		1.48
Total interest-bearing deposits		1,085,113		3,644		0.68			995,904		4,712		0.95
Other borrowed funds		88,971		679		1.53			112,204		1,556		2.79
Total interest-bearing liabilities		1,174,084		4,323		0.74			1,108,108		6,268		1.14
Demand deposits		229,221							179,144
Other liabilities		16,277							14,164
Total non-interest-bearing liabilities		245,498							193,308
Stockholders’ equity		165,892							146,764
Total liabilities & stockholders’ equity		1,585,474							1,448,180
Net interest income				29,762							24,827
Net interest spread (5)						3.85	%						3.44	%
Net interest income as a percentage of average interest-earning assets						4.01	%						3.66	%
Ratio of interest-earning assets to interest-bearing liabilities						127	%						124	%

(1)	Averages are based on daily averages.

(2)	Includes loan origination and commitment fees.

(3)	Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison using a statutory federal income tax rate of 21%.

(4)	Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets.

(5)	Interest rate spread represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities.

Index


	Analysis of Average Balances and Interest Rates Three Months Ended
	June 30, 2020							June 30, 2019
(dollars in thousands)	Average Balance (1) $		Interest $		Average Rate %			Average Balance (1) $		Interest $		Average Rate %
ASSETS
Short-term investments:
Interest-bearing deposits at banks		28,182		5		0.07			9,316		6		0.26
Total short-term investments		28,182		5		0.07			9,316		6		0.26
Interest bearing time deposits at banks		14,385		92		2.57			15,498		98		2.54
Investment securities:
Taxable		183,044		1,193		2.61			173,826		1,248		2.87
Tax-exempt (3)		77,237		587		3.04			59,081		474		3.22
Total investment securities		260,281		1,780		2.74			232,907		1,722		2.96
Loans (2)(3)(4):
Residential mortgage loans		213,780		2,800		5.27			214,557		2,867		5.36
Construction		30,296		373		4.95			20,308		262		5.17
Commercial Loans		599,800		8,276		5.55			419,175		5,805		5.55
Agricultural Loans		356,166		4,012		4.53			335,266		3,875		4.64
Loans to state & political subdivisions		90,491		898		3.99			98,979		972		3.94
Other loans		13,572		223		6.91			9,705		184		7.60
Loans, net of discount		1,304,105		16,582		5.11			1,097,990		13,965		5.10
Total interest-earning assets		1,606,953		18,459		4.62			1,355,711		15,791		4.67
Cash and due from banks		9,319							6,052
Bank premises and equipment		17,584							16,133
Other assets		79,001							73,702
Total non-interest earning assets		105,904							95,887
Total assets		1,712,857							1,451,598
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
NOW accounts		383,985		257		0.27			329,539		589		0.72
Savings accounts		240,116		107		0.18			217,537		206		0.38
Money market accounts		197,742		202		0.41			161,611		509		1.26
Certificates of deposit		354,759		1,091		1.24			288,788		1,094		1.52
Total interest-bearing deposits		1,176,602		1,657		0.57			997,475		2,398		0.96
Other borrowed funds		84,092		217		1.04			110,598		768		2.79
Total interest-bearing liabilities		1,260,694		1,874		0.60			1,108,073		3,166		1.15
Demand deposits		261,839							181,277
Other liabilities		16,471							14,127
Total non-interest-bearing liabilities		278,310							195,404
Stockholders’ equity		173,853							148,121
Total liabilities & stockholders’ equity		1,712,857							1,451,598
Net interest income				16,585							12,625
Net interest spread (5)						4.02	%						3.52	%
Net interest income as a percentage
of average interest-earning assets						4.15	%						3.74	%
Ratio of interest-earning assets
to interest-bearing liabilities						127	%						122	%

(1)	Averages are based on daily averages.

(2)	Includes loan origination and commitment fees.

(3)	Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison using a statutory federal income tax rate of 21%.

(4)	Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets.

(5)	Interest rate spread represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities.

Index

Tax exempt revenue is shown on a tax-equivalent basis (non-Gaap) for proper comparison using a federal statutory income tax rate of 21% for the three and six months ended June 30, 2020 and 2019. For purposes of the comparison, as well as the discussion that follows, this presentation facilitates performance comparisons between taxable and tax-free assets by increasing the tax-free income by an amount equivalent to the Federal income taxes that would have been paid if this income were taxable at the Company’s Federal statutory rate during the corresponding period. The following table represents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the periods ended June 30, 2020 and 2019 (in thousands):

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2020		2019		2020		2019
Interest and dividend income from investment securities and interest bearing deposits at banks (non-tax adjusted)	$	1,753	$	1,726	$	3,454	$	3,429
Tax equivalent adjustment		124		100		227		195
Interest and dividend income from investment securities and interest bearing deposits at banks (tax equivalent basis)	$	1,877	$	1,826	$	3,681	$	3,624

Interest and fees on loans (non-tax adjusted)	$	16,407	$	13,776	$	30,045	$	27,090
Tax equivalent adjustment		175		189		359		381
Interest and fees on loans (tax equivalent basis)	$	16,582	$	13,965	$	30,404	$	27,471

Total interest income	$	18,160	$	15,502	$	33,499	$	30,519
Total interest expense		1,874		3,166		4,323		6,268
Net interest income		16,286		12,336		29,176		24,251
Total tax equivalent adjustment		299		289		586		576
Net interest income (tax equivalent basis)	$	16,585	$	12,625	$	29,762	$	24,827

The following table shows the tax-equivalent effect of changes in volume and rate on interest income and expense (in thousands):

	Three months ended June 30, 2020 vs 2019 (1)									Six months ended June 30, 2020 vs 2019 (1)
	Change in			Change			Total			Change in			Change			Total
	Volume			in Rate			Change			Volume			in Rate			Change
Interest Income:
Short-term investments:
Interest-bearing deposits at banks	$	(1	)	$	-		$	(1	)	$	(10	)	$	6		$	(4	)
Interest bearing time deposits at banks		(7	)		1			(6	)		(14	)		2			(12	)
Investment securities:
Taxable		74			(129	)		(55	)		(153	)		73			(80	)
Tax-exempt		136			(23	)		113			189			(36	)		153
Total investments		210			(152	)		58			36			37			73
Loans:
Residential mortgage loans		(18	)		(49	)		(67	)		8			(57	)		(49	)
Construction		122			(11	)		111			(7	)		(17	)		(24	)
Commercial Loans		2,476			(5	)		2,471			2,669			(61	)		2,608
Agricultural Loans		222			(85	)		137			549			(64	)		485
Loans to state & political subdivisions		(87	)		13			(74	)		(148	)		34			(114	)
Other loans		58			(19	)		39			55			(28	)		27
Total loans, net of discount		2,773			(156	)		2,617			3,126			(193	)		2,933
Total Interest Income		2,975			(307	)		2,668			3,138			(148	)		2,990
Interest Expense:
Interest-bearing deposits:
NOW accounts		117			(449	)		(332	)		118			(591	)		(473	)
Savings accounts		23			(122	)		(99	)		39			(138	)		(99	)
Money Market accounts		150			(457	)		(307	)		191			(610	)		(419	)
Certificates of deposit		7			(10	)		(3	)		151			(228	)		(77	)
Total interest-bearing deposits		297			(1,038	)		(741	)		499			(1,567	)		(1,068	)
Other borrowed funds		(154	)		(397	)		(551	)		(274	)		(603	)		(877	)
Total interest expense		143			(1,435	)		(1,292	)		225			(2,170	)		(1,945	)
Net interest income	$	2,832		$	1,128		$	3,960		$	2,913		$	2,022		$	4,935

(1)	The portion of the total change attributable to both volume and rate changes, which can not be separated, has been allocated proportionally to the change due to volume and the change due to rate prior to allocation.

Index

Tax equivalent net interest income increased from $24,827,000 for the six month period ended June 30, 2019 to $29,762,000 for the six month period ended June 30, 2020, an increase of $4,935,000. The tax equivalent net interest margin increased from 3.66% for the first six months of 2019 to 4.01% for the comparable period in 2020. The increase is primarily caused by the decrease in the cost on interest-bearing liabilities and the increase in average outstanding loans.

Total tax equivalent interest income for the 2020 six month period increased $2,990,000 as compared to the 2019 six month period. This increase was a result of an increase of $3,138,000 due to a change in volume as average interest-bearing assets increased $123.6 million. As a result of converting investment assets to loans, the yield on average interest earning assets increased 1 basis point from 4.58% to 4.59%.

Tax equivalent investment income for the six months ended June 30, 2020 increased $73,000 over the same period last year. The primary cause of the increase was an increase in the average balance of tax-exempt investment securities of $12.4 million.

•

The yield on taxable securities increased 8 basis points from 2.58% to 2.66% as a result of calls of investments that were purchased at a discount. This resulted in an increase in investment income of $73,000. The average balance of taxable securities decreased $11.3 million, which resulted in a decrease in investment income of $153,000.

•

The average balance of tax-exempt securities increased by $12.4 million, which resulted in an increase in investment income of $189,000. The yield on tax-exempt securities decreased 13 basis points from 3.22% to 3.09%, which corresponds to a decrease in interest income of $36,000. The yield decrease was attributable to higher yielding securities being called and maturing. For a discussion of the Company’s current investment strategy, see the “Financial Condition – Investments”.

Total loan interest income increased $2,933,000 for the six months ended June 30, 2020 compared to the same period last year, as a result of the MidCoast acquisition that closed in the second quarter and loan growth achieved in 2019 that occurred primarily in our central and south central Pennsylvania markets.

•

The average balance of commercial loans increased $97.0 million from a year ago. The growth was primarily attributable to the MidCoast acquisition. This had a positive impact of $2,669,000 on total interest income due to volume. The yield decreased 3 basis points to 5.47%, which decreased loan interest income $61,000.

•

Interest income on agricultural loans increased $485,000 from 2019 to 2020. The increase in the average balance of agricultural loans of $23.3 million is primarily attributable to loan growth in our central and south central Pennsylvania markets and the MidCoast acquisition. The increase in the average balance of these loans resulted in an increase in interest income due to volume of $549,000. The yield on agricultural loans decreased 4 basis points to 4.56%, which decreased loan interest income $64,000.

Index

•

The average balance of state and political subdivision loans decreased $7.6 million from a year ago as a result of several pay-offs during 2020. This resulted in a decrease of $148,000 on total interest income due to volume.

Total interest expense decreased $1,945,000 for the six months ended June 30, 2020 compared with the comparative period last year primarily as a result of a decrease in the cost of interest-bearing liabilities. Interest expense decreased $2,170,000 due to rate as a result of a decrease in the average rate paid on interest-bearing liabilities from 1.14% to 0.74%. The decrease was driven by the Federal Reserve interest rate cuts in the second half of 2019 and the first quarter of 2020.

•

The average balance of interest bearing deposits increased $89.2 million from June 30, 2019 to June 30, 2020. The primary cause of the increase was the MidCoast acquisition completed in the second quarter of 2020. We experienced increases of $29.1 million in NOW accounts, $18.7 million in savings accounts, $24.5 million in money market accounts and $16.9 million in certificates of deposit. The cumulative effect of these volume changes was an increase in interest expense of $499,000. (see also “Financial Condition – Deposits”). The average rate paid on interest bearing deposits was 0.68% for the first six months of 2020 and 0.95% for the comparable period in 2019. This resulted in a decrease in interest expense of $1,567,000. The decrease was due to the Federal Reserve cutting interest rates during 2019 and 2020.

•

The average balance of other borrowed funds decreased $23.2 million from a year ago. This resulted in a decrease in interest expense of $274,000. There was a decrease in the average rate paid on other borrowed funds from 2.79% to 1.53% due to a decrease in rates as a result of Federal Reserve interest rate decreases in 2019 and 2020 resulting in a decrease in interest expense of $603,000.

Tax equivalent net interest income for the three months ended June 30, 2020 was $16,585,000 which compares to $12,625,000 for the same period last year. This represents an increase of $3,960,000 or 31.4% and was primarily caused by the MidCoast acquisition completed in the second quarter of 2020.

Total tax equivalent interest income was $18,459,000 for the three month period ended June 30, 2020, compared to $15,791,000 for the comparable period last year, an increase of $2,668,000. As with the six month period, the increase was driven by the MidCoast acquisition and the associated increase in volume of $2,975,000 due to average interest earning assets increasing $251.2 million offset by a decrease of $307,000 as a result of the average yield on interest-earning assets decreasing 5 basis points from 4.67% to 4.62% for the comparable periods.

•

Total investment income increased by $58,000 compared to same period last year. The primary cause of the increase was the increase in average investments of $27.4 million, which corresponds to an increase of $210,000 due to volume. The yield on investments decreased 22 basis points to 2.74%, primarily due to taxable securities, which corresponds to a decrease in investment income of $152,000.

•

Total loan interest income increased $2,617,000 compared to the same period last year, with the change corresponding to the year to date change. As a result of the MidCoast acquisition, which increased the average loan balance by $206.1 million, loan interest income increased $2,773,000.

Total interest expense decreased $1,292,000 for the three months ended June 30, 2020 compared with last year as a result of the average rate on interest-bearing liabilities decreasing 55 basis points from 1.15% to 0.60%, which decreased interest expense $1,453,000.

•

The average balance of interest bearing deposits increased $179.1 million for the three month period ended June 30, 2020, as a result of the MidCoast acquisition, which corresponds to a change due to volume of $297,000. The rate paid on interest bearing deposits was 0.57% for the three months ended June 30, 2020 and 0.96% for the comparable period in 2019. This results in an decrease in interest expense of $1,038,000.

Index

•

The average balance of other borrowed funds decreased $26.5 million from a year ago. This resulted in a decrease in interest expense of $154,000. There was a decrease in the average rate on other borrowed funds from 2.79% to 1.04% as a result of the Federal Reserve interest rate decreases in 2019 and 2020 resulting in a decrease in interest expense of $397,000.

Provision for Loan Losses

For the six month period ended June 30, 2020, we recorded a provision for loan losses of $950,000, which represents an increase of $200,000 from the $750,000 provision recorded in the corresponding six months of last year. The provision was higher in 2020 than 2019 primarily due to the economic environment as a result of the COVID-19 pandemic and the higher levels of unemployment, which offset the decrease in loans when the MidCoast acquired loans and PPP loans guaranteed by the SBA are excluded from 2020 activity. (see “Financial Condition – Allowance for Loan Losses and Credit Quality Risk”).

For the three months ended June 30, 2020, we recorded a provision of $550,000 compared to $350,000 in 2019 with the increase being a result of the economic environment due to the Covid 19 pandemic. (see “Financial Condition – Allowance for Loan Losses and Credit Quality Risk”).

Non-interest Income

The following table shows the breakdown of non-interest income for the three and six months ended June 30, 2020 and 2019 (dollars in thousands):

	Six months ended June 30,					Change
	2020			2019		Amount			%
Service charges	$	1,995		$	2,273	$	(278	)		(12.2	)
Trust		343			441		(98	)		(22.2	)
Brokerage and insurance		589			554		35			6.3
Gains on loans sold		427			163		264			162.0
Equity security (losses) gains, net		(243	)		41		(284	)		(692.7	)
Available for sale security gains, net		117			-		117		#DIV/0!
Earnings on bank owned life insurance		334			305		29			9.5
Other		358			283		75			26.5
Total	$	3,920		$	4,060	$	(140	)		(3.4	)

	Three months ended June 30,				Change
	2020		2019		Amount			%
Service charges	$	914	$	1,174	$	(260	)		(22.1	)
Trust		145		209		(64	)		(30.6	)
Brokerage and insurance		249		261		(12	)		(4.6	)
Gains on loans sold		260		64		196			306.3
Equity security gains, net		11		30		(19	)		(63.3	)
Available for sale security gains, net		117		-		117		#DIV/0!
Earnings on bank owned life insurance		178		154		24			15.6
Other		195		135		60			44.4
Total	$	2,069	$	2,027	$	42			2.1

Index

Non-interest income for the six months ended June 30, 2020 totaled $3,920,000, a decrease of $140,000 when compared to the same period in 2019. During the first six months of 2020, net equity security losses amounted to $243,000 as a result of market losses associated with the Covid-19 pandemic compared to gains of $41,000 last year. During the first six months of 2020, there were $117,000 of gains from the sale of available for sale securities. There were no sales in the first six months of 2019. We sold $5.5 million of US agency mortgage backed securities for a pre-tax gain of $117,000.

The increase in gains on loans sold is attributable to a $7.5 million increase in loans sold for the six months ended June 30, 2020 as a result of the low rate environment, which has significantly increased residential refinancings. The decrease in service charges of $278,000 for the six months ended June 30, 2020 is attributrable to the Bank’s response to the COVID-19 pandemic and a decrease in customer spending as a result of mandatory stay at home orders. The decrease in Trust revenues is due to lower estate settlement fees and asset levels in 2020 compared to 2019.

For the three month period ended June 30, 2020, the changes experienced from the prior year related available for sale security gains, gains on loans sold, service charges and trust revenues correspond to the changes experienced for the six month period.

Non-interest Expense

The following tables reflect the breakdown of non-interest expense for the three and six months ended June 30, 2020 and 2019 (dollars in thousands):

	Six months ended June 30,				Change
	2020		2019		Amount			%
Salaries and employee benefits	$	11,309	$	10,033	$	1,276			12.7
Occupancy		1,177		1,109		68			6.1
Furniture and equipment		320		336		(16	)		(4.8	)
Professional fees		763		758		5			0.7
FDIC insurance		206		216		(10	)		(4.6	)
Pennsylvania shares tax		534		550		(16	)		(2.9	)
Amortization of intangibles		105		132		(27	)		(20.5	)
Merger and acquisition		2,179		-		2,179		NA
Software expenses		493		455		38			8.4
ORE expenses		191		216		(25	)		(11.6	)
Other		3,057		2,754		303			11.0
Total	$	20,334	$	16,559	$	3,775			22.8

	Three months ended June 30,				Change
	2020		2019		Amount			%
Salaries and employee benefits	$	5,895	$	5,004	$	891			17.8
Occupancy		651		517		134			25.9
Furniture and equipment		189		181		8			4.4
Professional fees		438		316		122			38.6
FDIC insurance		135		105		30			28.6
Pennsylvania shares tax		259		275		(16	)		(5.8	)
Amortization of intangibles		55		66		(11	)		(16.7	)
Merger and acquisition		1,803		-		1,803		NA
Software expenses		246		208		38			18.3
ORE expenses (recovery)		159		109		50			45.9
Other		1,583		1,456		127			8.7
Total	$	11,413	$	8,237	$	3,176			38.6

Index

Non-interest expenses increased $3,775,000 for the six months ended June 30, 2020 compared to the same period in 2019. Salaries and employee benefits increased $1,276,000 or 12.7%. The increase was due to merit increases effective at the beginning of 2020, additional headcount as part of the MidCoast acquisition and increased health care expenses.

The increase in merger and acquisition costs was due to costs associated with the MidCoast acquisition that closed in April 2020. The increase in other expenses is attributable to the partial settlement of the Company’s pension plan due to lump sum distributions taken during the second quarter of 2020.

For the three months ended, June 30, 2020, non-interest expenses increased $3,176,000 when compared to the same period in 2019. The changes are driven by the MidCoast acquisition that closed in the April 2020 resulting in additional headcount and branches as well as merger and acquisition expenses.

Provision for Income Taxes

The provision for income taxes was $1,943,000 for the six month period ended June 30, 2020 compared to $1,751,000 for the same period in 2019. The increase is primarily attributable to the increase in income before the provision for income taxes of $810,000 for the comparable periods. Through management of our municipal loan and bond portfolios, management is focused on minimizing our effective tax rate. Our effective tax rate was 16.5% and 15.9% for the first six months of 2020 and 2019, respectively, compared to the statutory rate of 21%.

For the three months ended June 30, 2020, the provision for income taxes was $1,054,000 compared to $930,000 for the same period in 2019. The increase is attributable to the increase in income before the provision for income taxes of $616,000 for the comparable periods. Our effective tax rate was 16.5% and 16.1% for the three months ended June 30, 2020 and 2019, respectively.

We are invested in four limited partnerships that have established low-income housing projects in our market areas. We anticipate recognizing an aggregate of $352,000 of tax credits over the next 2.50 years, with an additional $70,000 anticipated to be recognized during 2020.

Financial Condition

Total assets were $1.80 billion at June 30, 2020, an increase of $333.8 million from $1.47 billion at December 31, 2019, due primarily to the MidCoast acquisition and PPP loans. Cash and cash equivalents increased $20.5 million to $39.0 million. Available for sale securities increased $31.7 million and net loans increased $247.1 million to $1.35 billion at June 30, 2020. Total deposits increased $302.2 million to $1.51 billion since year-end 2019, while borrowed funds remained $85.1 million.

Cash and Cash Equivalents

Cash and cash equivalents totaled $39.0 million at June 30, 2020 compared to $18.5 million at December 31, 2019, an increase of $20.5 million. Management actively measures and evaluates its liquidity position through our Asset–Liability Committee and believes its liquidity needs are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources including the Bank’s core deposits, Federal Home Loan Bank financing, federal funds lines with correspondent banks, brokered certificates of deposit and the portion of the investment and loan portfolios that mature within one year. Management expects that these sources of funds will permit us to meet cash obligations and off-balance sheet commitments as they come due.

Index

Investments

The following table shows the composition of the investment portfolio (including debt and equity securities) as of June 30, 2020 and December 31, 2019 (dollars in thousands):

	June 30, 2020				December 31, 2019
	Amount		%		Amount		%
Debt securities:
U. S. Agency securities	$	78,436		28.7	$	84,863		35.1
U. S. Treasury notes		28,257		10.3		27,661		11.5
Obligations of state & political subdivisions		83,527		30.6		61,455		25.5
Corporate obligations		4,321		1.6		3,328		1.4
Mortgage-backed securities in government sponsored entities		77,819		28.5		63,399		26.2
Equity securities		703		0.3		701		0.3
Total	$	273,063		100.0	$	241,407		100.0

	June 30, 2020/
	December 31, 2019
	Change
	Amount			%
Debt securities:
U. S. Agency securities	$	(6,427	)		(7.6	)
U. S. Treasury notes		596			2.2
Obligations of state & political subdivisions		22,072			35.9
Corporate obligations		993			29.8
Mortgage-backed securities in government sponsored entities		14,420			22.7
Equity securities		2			0.3
Total	$	31,656			13.1

Our investment portfolio increased by $31.7 million, or 13.1%, from December 31, 2019 to June 30, 2020. During 2020, we purchased $16.2 million of U.S. agency obligations, $32.6 million state and political securities, $27.2 million of mortgage backed securities, a $1.0 million corporate security and $245,000 of equity securities, which was offset by $8.9 million of principal repayments and $35.3 million of calls and maturities that occurred during the first six months of 2020. Additionally, with the Federal Reserve purchasing securities in the “To be Announced” mortgage market, we sold $5.5 million with a gain of $117,000. As a result of changes in interest rates, the unrealized gain on available for sale investment portfolio increased $4.6 million. Excluding our short-term investments consisting of monies held primarily at the Federal Reserve for liquidity purposes, our investment portfolio for the six month period ended June 30, 2020 yielded 2.78%, compared to 2.73% in the comparable period in 2019, on a tax equivalent basis.

The investment strategy for 2020 has been to utilize cashflows from the investment portfolio and deposit inflows to purchase mortgage backed securities in government sponsored entities and obligations of state and political securities. The increase in the investment portfolio was in response to opportunities provided by the Covid-19 pandemic that allowed the Company to purchase high quality municipal securities and mortgage backed securities with relatively high spreads compared to recent periods. We continually monitor interest rate trading ranges and try to focus purchases to times when rates are in the top third of the trading range. The Bank believes its investment strategy has appropriately mitigated its interest rate risk exposure for various rate environments, while providing sufficient cashflows to meet liquidity needs.

Management continues to monitor the earnings performance and the liquidity of the investment portfolio on a regular basis. Through active balance sheet management and analysis of the investment portfolio, the Company believes it maintains sufficient liquidity to satisfy depositor withdrawal requirements and various credit needs of its customers.

Index

Loans Held for Sale

Loans held for sale increased $16.7 million to $17.5 million as of June 30, 2020 from December 31, 2019. The increase in loans held for sale was due to the amount of refinancings occurring due o the low rate environment as well as system and personnel constraints due to the COVID-19 pandemic.

Loans

The following table shows the composition of the loan portfolio as of June 30, 2020 and December 31, 2019 (dollars in thousands):

	June 30,				December 31,
	2020				2019
	Amount		%		Amount		%
Real estate:
Residential	$	210,789		15.5	$	217,088		19.5
Commercial		513,598		37.7		342,023		30.7
Agricultural		313,136		23.0		311,464		27.9
Construction		31,744		2.3		15,519		1.4
Consumer		30,973		2.3		9,947		0.8
Other commercial loans		132,503		9.7		69,970		6.3
Other agricultural loans		44,912		3.3		55,112		4.9
State & political subdivision loans		85,978		6.2		94,446		8.5
Total loans		1,363,633		100.0		1,115,569		100.0
Less allowance for loan losses		14,827				13,845
Net loans	$	1,348,806			$	1,101,724

	June 30, 2020/
	December 31, 2019
	Change
	Amount			%
Real estate:
Residential	$	(6,299	)		(2.9	)
Commercial		171,575			50.2
Agricultural		1,672			0.5
Construction		16,225			104.5
Consumer		21,026			211.4
Other commercial loans		62,533			89.4
Other agricultural loans		(10,200	)		(18.5	)
State & political subdivision loans		(8,468	)		(9.0	)
Total loans	$	248,064			22.2

The Bank’s lending efforts have historically been focused in north central Pennsylvania and southern New York. The acquisition of FNB in 2015 expanded the focus into Lebanon, Lancaster and Schuylkill County markets in south central Pennsylvania. The opening of the Winfield office in 2016 and the acquisition of the State College branch in 2017 has increased our presence in the central Pennsylvania market. The recently closed MidCoast acquisition has expanded our lending market into Wilmington and Dover, Delaware. We originate loans primarily through direct loans to our existing customer base, with new customers generated through the strong relationships our lending teams have with their customers and our lenders expertise in certain areas, as well as by referrals from real estate brokers, building contractors, attorneys, accountants, corporate and advisory board members, existing customers and the Bank’s website. The Bank offers a variety of loans although historically most of our lending has focused on real estate loans including residential, commercial, agricultural, and construction loans. All lending is governed by a lending policy that is developed and administered by management and approved by the Board of Directors. As of June 30, 2020, the Company had one industry specific loan concentration to the dairy industry, totaling $146.9 million or 10.8% of total loans.

Index

During the first six months of 2020, the primary driver of growth was the MidCoast acquisition, which increased loans $223.2 million and the PPP program administered by the SBA, which generated loan growth of $53.7 million as of June 30, 2020. Excluding the acquisition and PPP program, loans would have decreased $28.9 million since year-end as a result of three large relationships paying off in the first half of 2020. Commercial and agricultural loan demand is subject to significant competitive pressures, the yield curve, and overall national, regional and local economic conditions.

While the Bank lends to companies that service the exploration for natural gas in our market area, the Bank has not originated any loans to companies performing the actual drilling and exploration activities. Loans made by the Bank are to service industry customers which include trucking companies, stone quarries and other support businesses, favoring customers that had a relationship with the Bank prior to supporting the exploration for natural gas. We also have originated loans to businesses and individuals for restaurants, hotels and apartment rentals that have been developed and expanded to meet the housing and living needs of the gas industry workers. Due to our understanding of the industry and its cyclical nature, the loans made for natural gas-related activities have been originated in accordance with specific policies and procedures for lending to these entities, which include more stringent loan to value thresholds, shortened amortization periods, and expansion of our monitoring of loan concentrations associated with this activity.

Residential real estate loans decreased slightly during the first six months of 2020. Loan demand for conforming mortgages, which the Company typically sells on the secondary market, increased significantly in 2020 when compared to 2019 as a result of the low rate environment. For loans sold on the secondary market, the Company recognizes fee income for servicing these sold loans, which is included in non-interest income.

In response to the Covid-19 pandemic, the Company has implemented programs to assist our customers. These include allowing customers to make interest only payments for up to 60 days and allowing certain customers in specific industries like hospitality to defer both principal and interest payments for up to 120 days. The Company also agreed to waive late fees for March, April and May of 2020.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which in management’s judgment is adequate to absorb probable future loan losses inherent in the loan portfolio at the balance sheet date. The provision for loan losses is charged against current income. Loans deemed not collectable are charged-off against the allowance while subsequent recoveries increase the allowance. The following table presents an analysis of the allowance for loan losses and non-performing loans and assets as of and for the three months ended June 30, 2020 and for the years ended December 31, 2019, 2018, 2017 and 2016 (dollars in thousands):

Index

	June 30,			December 31,
	2020			2019			2018			2017			2016
Balance at beginning of period	$	13,845		$	12,884		$	11,190		$	8,886		$	7,106
Charge-offs:
Real estate:
Residential		-			32			118			107			85
Commercial		1			578			66			41			100
Agricultural		-			-			-			30			-
Consumer		18			49			40			130			100
Other commercial loans		-			38			91			-			55
Other agricultural loans		-			60			50			5			-
Total loans charged-off		19			757			365			313			340
Recoveries:
Real estate:
Residential		-			-			69			-			-
Commercial		34			-			3			11			479
Agricultural		-			-			-			-			-
Consumer		12			33			31			49			88
Other commercial loans		5			10			30			16			33
Other agricultural loans		-			-			1			1			-
Total loans recovered		51			43			134			77			600

Net loans (recovered) charged-off		(32	)		714			231			236			(260	)
Provision charged to expense		950			1,675			1,925			2,540			1,520
Balance at end of year	$	14,827		$	13,845		$	12,884		$	11,190		$	8,886

Loans outstanding at end of period	$	1,363,633		$	1,115,569		$	1,081,883		$	1,000,525		$	799,611
Average loans outstanding, net	$	1,208,306		$	1,102,565		$	1,044,250		$	883,355		$	725,881
Non-performing assets:
Non-accruing loans	$	10,693		$	11,536		$	13,724		$	10,171		$	11,454
Accrual loans - 90 days or more past due		654			487			68			555			405
Total non-performing loans	$	11,347		$	12,023		$	13,792		$	10,726		$	11,859
Foreclosed assets held for sale		2,853			3,404			601			1,119			1,036
Total non-performing assets	$	14,200		$	15,427		$	14,393		$	11,845		$	12,895

Annualized net charge-offs to average loans		0.00	%		0.06	%		0.02	%		0.03	%		-0.04	%
Allowance to total loans		1.09	%		1.24	%		1.19	%		1.12	%		1.11	%
Allowance to total non-performing loans		130.67	%		115.15	%		93.42	%		104.33	%		74.93	%
Non-performing loans as a percent of loans net of unearned income		0.83	%		1.08	%		1.27	%		1.07	%		1.48	%
Non-performing assets as a percent of loansnet of unearned income		1.04	%		1.38	%		1.33	%		1.18	%		1.61	%

Management believes that it uses the best information available when establishing the allowance for loan losses and that the allowance for loan losses is adequate as of June 30, 2020. However, future adjustments could be required if circumstances differ substantially from assumptions and estimates used in making the initial determination. A prolonged downturn in the economy, high unemployment rates, significant changes in the value of collateral and delays in receiving financial information from borrowers could result in increased levels of non-performing assets, charge-offs, loan loss provisions and reduction in income. Additionally, bank regulatory agencies periodically examine the Bank’s allowance for loan losses. The banking agencies could require the recognition of additions to the allowance for loan losses based upon their judgment of information available to them at the time of their examination.

On a monthly basis, problem loans are identified and updated primarily using internally prepared past due reports. Based on data surrounding the collection process of each identified loan, the loan may be added or deleted from the monthly watch list. The watch list includes loans graded special mention, substandard, doubtful, and loss, as well as additional loans that management may choose to include. Watch list loans are continually monitored going forward until satisfactory conditions exist that allow management to upgrade and remove the loan. In certain cases, loans may be placed on non-accrual status or charged-off based upon management’s evaluation of the borrower’s ability to pay. All commercial loans, which include commercial real estate, agricultural real estate, state and political subdivision loans and other commercial and agricultural loans, on non-accrual are evaluated quarterly for impairment.

Index

The allowance for loan losses was $14,827,000 or 1.09% of total loans as of June 30, 2020, as compared to $13,845,000 or 1.24% of loans as of December 31, 2019. The $982,000 increase in the allowance during the first six months of 2020 is the result of a $950,000 provision and net recoveries of $32,000. The decrease as a percent of loans is attributable to the increase in loans as part of the acquisition of MidCoast and the associated purchase accounting adjustments that were applied to the MidCoast loan portfolio. The following table shows the distribution of the allowance for loan losses and the percentage of loans compared to total loans by loan category as of June 30, 2020 and December 31, 2019, 2018, 2017 and 2016 (dollars in thousands):

	June 30,				December 31
	2020				2019				2018				2017				2016
	Amount		%		Amount		%		Amount		%		Amount		%		Amount		%
Real estate loans:
Residential	$	1,206		15.5	$	1,114		19.4	$	1,105		19.9	$	1,049		21.4	$	1,064		25.9
Commercial		4,944		37.7		4,549		30.7		4,115		29.5		3,867		30.8		3,589		31.6
Agricultural		5,061		23.0		5,022		27.9		4,264		26.3		3,143		24.0		1,494		15.5
Construction		81		2.3		43		1.4		58		3.1		23		1.3		47		3.2
Consumer		362		2.3		112		0.9		120		0.9		124		1.0		122		1.4
Other commercial loans		1,201		9.7		1,255		6.3		1,354		6.9		1,272		7.2		1,327		7.3
Other agricultural loans		821		3.3		961		4.9		752		3.9		492		3.8		312		2.9
State & political subdivision loans		547		6.2		536		8.5		762		9.5		816		10.5		833		12.2
Unallocated		604		N/A		253		N/A		354		N/A		404		N/A		98		N/A
Total allowance for loan losses	$	14,827		100.0	$	13,845		100.0	$	12,884		100.0	$	11,190		100.0	$	8,886		100.0

As a result of previous loss experiences and other risk factors utilized in determining the allowance, the Bank’s allocation of the allowance does not directly correspond to the actual balances of the loan portfolio. While commercial and agricultural real estate totaled 60.7% of the loan portfolio, 67.5% of the allowance at that date was assigned to this segment of the loan portfolio as these loans have more inherent credit risk than residential real estate or loans to state and political subdivisions.

The following table identifies amounts of loans contractually past due 30 to 89 days and non-performing loans by loan category, as well as the change from December 31, 2019 to June 30, 2020 in non-performing loans(dollars in thousands). Non-performing loans include accruing loans that are contractually past due 90 days or more and non-accrual loans. Interest does not accrue on non-accrual loans. Subsequent cash payments received are applied to the outstanding principal balance or recorded as interest income, depending upon management’s assessment of its ultimate ability to collect principal and interest.

	June 30, 2020								December 31, 2019
			Non-Performing Loans								Non-Performing Loans
(in thousands)	30 - 89 Days Past Due Accruing		90 Days Past Due Accruing		Non- accrual		Total Non- Performing		30 - 89 Days Past Due Accruing		90 Days Past Due Accruing		Non- accrual		Total Non- Performing
Real estate:
Residential	$	788	$	169	$	947	$	1,116	$	933	$	2	$	962	$	964
Commercial		2,123		416		5,005		5,421		1,225		-		5,080		5,080
Agricultural		1,494		-		2,046		2,046		118		299		2,578		2,877
Construction		-		-		-		-		-		-		-		-
Consumer		169		20		3		23		123		2		6		8
Other commercial loans		77		49		1,657		1,706		283		184		1,837		2,021
Other agricultural loans		335		-		1,035		1,035		29		-		1,073		1,073
Total nonperforming loans	$	4,986	$	654	$	10,693	$	11,347	$	2,711	$	487	$	11,536	$	12,023

Index

	Change in Non-Performing Loans
	June 30, 2020 /December 31, 2019
(in thousands)	Amount			%
Real estate:
Residential	$	152			15.8
Commercial		341			6.7
Agricultural		(831	)		(28.9	)
Construction		-		#DIV/0!
Consumer		15			187.5
Other commercial loans		(315	)		(15.6	)
Other agricultural loans		(38	)		(3.5	)
Total nonperforming loans	$	(676	)		(5.6	)

For the six months ended June 30, 2020 and 2019, we recorded a provision for loan losses of $950,000. Non-performing loans decreased $676,000 or 5.6%, from December 31, 2019 to June 30, 2020, primarily due to two customer relationships that were 90 days past due and accruing returning to current status in the first half of 2020. Approximately 58.7% of the Bank’s non-performing loans at June 30, 2020 are associated with the following three customer relationships:

•

A commercial loan relationship with $2.4 million outstanding, and additional letters of credit of $2.1 million available, secured by undeveloped land, stone quarries and equipment, was on non-accrual status as of June 30, 2020. The customer is an excavation company and expanded to meet the needs of the natural gas industry for stone for pad and road development. The decreased exploration activities have significantly impacted the cash flows of the customer. During 2019, the Company had the underlying equipment collateral appraised. The 2019 appraisal indicated a decrease in collateral values compared to the appraisal ordered for the loan origination and an appraisal performed in 2017, however, the loan is still considered well secured on a loan to value basis. Management determined that no specific reserve was required as of June 30, 2020.

•

An agricultural customer with a total loan relationship of $2.7 million, secured by real estate, equipment and cattle, was on non-accrual status as of June 30, 2020. The customer declared bankruptcy during the fourth quarter of 2018 and developed a workout plan that was approved in the fourth quarter of 2019 and resulted in monthly payments resuming in late 2019. Included within these loans to this customer are $1,022,000 of loans which are subject to Farm Service Agency guarantees. Depressed milk prices have created cash flow difficulties for this customer. Absent a sizable and sustained increase in milk prices, which is not assured, we will need to rely upon the collateral for repayment of interest and principal. As of June 30, 2020, there was a specific reserve of $218,000 for this relationship.

•

A commercial customer with a loan relationship of $1.6 million, secured by commercial real estate, business assets and vehicles, was on non-accrual status as of June 30, 2020. The business expanded into a new market, which has not grown as originally expected and has created cashflow issues. Management reviewed the collateral and determined that no specific reserve was required as of June 30, 2020.

Management of the Company believes that the allowance for loan losses as of June 30, 2020 is adequate, which is based on the following factors:

•

Three loan relationships comprised 58.7% of the non-performing loan balance, which had approximately $218,000 of specific reserves, as of June 30, 2020.

•

The Company has a history of low charge-offs, which have returned to lower levels in the first half of 2020 after being slightly elevated in 2019. Net charge-offs for the first half of 2020 were 0.0% and were 0.06% for all of 2019.

Index

Bank Owned Life Insurance

The Company holds bank owned life insurance policies to offset future employee benefit costs. These policies provide the Bank with an asset that generates earnings to partially offset the current costs of benefits, and eventually (at the death of the insureds) provide partial recovery of cash outflows associated with the benefits. As of June 30, 2020 and December 31, 2019, the cash surrender value of the life insurance was $32.2 million and $28.1 million, respectively. The change in cash surrender value, net of purchases and amounts acquired through acquisitions, is recognized in the results of operations. As part of the acquisition, the Bank acquired $3.8 million of bank owned life insurance. The amounts recorded as non-interest income totaled $178,000 and $154,000 for the three month periods ended June 30, 2020 and 2019, respectively. For the six months ended June 30, 2020 and 2019, $334,000 and $305,000, respectively, was recorded in non-interest income. The Company evaluates annually the risks associated with the life insurance policies, including limits on the amount of coverage and an evaluation of the various carriers’ credit ratings.

The Company agreements that were purchased directly from insurance companies are structured so that any death benefits received from a policy while the insured person is an active employee of the Bank will be split with the beneficiary of the policy. Under these agreements, the employee’s beneficiary will be entitled to receive 50% of the net amount at risk from the proceeds. The net amount at risk is the total death benefit payable less the cash surrender value of the policy as of the date of death. The policies acquired as part of the acquisition of FNB provide a fixed split-dollar benefit for the beneficiaries estate, which is dependent on several factors including whether the covered individual was a former Director of First National Bank of Fredericksburg (“FNB”) or a former employee of FNB and their salary level. As of June 30, 2020 and December 31, 2019, included in other liabilities on the Consolidated Balance Sheet was a liability of $685,000 and $684,000, respectively, for the obligation under the split-dollar benefit agreements.

Premises and Equipment

Premises and equipment increased $1.9 million to $17.8 million as of June 30, 2020 from December 31, 2019. As a result of the acquisition, $1.8 million was acquired, which is the primary driver of the increase.

Deposits

The following table shows the composition of deposits as of June 30, 2020 and December 31, 2019 (dollars in thousands):

	June 30,				December 31,
	2020				2019
	Amount		%		Amount		%
Non-interest-bearing deposits	$	278,612		18.4	$	203,793		16.9
NOW accounts		398,460		26.3		340,273		28.1
Savings deposits		243,508		16.1		224,456		18.5
Money market deposit accounts		213,818		14.1		169,865		14.0
Certificates of deposit		378,886		25.1		272,731		22.5
Total	$	1,513,284		100.0	$	1,211,118		100.0

	June 30, 2020/
	December 31, 2019
	Change
	Amount		%
Non-interest-bearing deposits	$	74,819		36.7
NOW accounts		58,187		17.1
Savings deposits		19,052		8.5
Money market deposit accounts		43,953		25.9
Certificates of deposit		106,155		38.9
Total	$	302,166		24.9

Index

Deposits increased $302.2 million since December 31, 2019. As part of the MidCoast acquisition, the Bank acquired $208.8 million in deposits. A portion of the remaining increase is related to customers who deposited PPP loan proceeds into a deposit account at the Bank. We continue to enhance our cash management services to improve our customer services and to grow deposits through our current customers.

Borrowed Funds

Borrowed funds were $85.1 million as of June 30, 2020 and December 31, 2019. As part of the MidCoast acquisition, $15.5 million of borrowings were acquired. Excluding the acquisition, Overnight advances decreased $24.8 million, while short term advances increased $5.0 million. We borrowed $5.0 million on a long-term basis and subsequent to the acquisition, we repaid $3.0 million of a long term advance acquired as part of the acquisition. There was $2.4 million increase in repurchase agreements. As of June 30, 2020, long-term advances total $38.5 million, while short-term advances total $25.0 million.

During the second quarter, we implemented several interest rate hedging strategies. In April 2020, the Bank entered into two interest rate swap agreements to convert floating-rate debt to fixed rate debt on notional amounts of $15.0 million and $10.0 million. The interest rate swap instruments involves an agreement to receive a floating rate and pay a fixed rate, at specified intervals, calculated on the agreed-upon notional amounts. The differentials paid or received on interest rate swap agreements are recognized as adjustments to interest expense in the period. The interest rate swap agreements were entered into on April 1, 2020 and expire on April 1, 2025 and April 1, 2027. In April 2020, the Company entered into an interest rate swap agreement to convert floating-rate debt to fixed rate debt on a notional amounts of $7.5 million. The interest rate swap instrument involves an agreement to receive a floating rate and pay a fixed rate, at specified intervals, calculated on the agreed-upon notional amount. The differentials paid or received on interest rate swap agreements are recognized as adjustments to interest expense in the period. The interest rate swap agreements were entered into on April 13, 2020 and expire on June 17, 2027. In May, the Bank entered into three two year forward interest rate swaps that will convert floating rate debt to fixed rate debt on notional amounts of $6.0 million each. The interest rate swap instruments involves an agreement to receive a floating rate and pay a fixed rate, at specified intervals, calculated on the agreed-upon notional amount. The differentials paid or received on interest rate swap agreements are recognized as adjustments to interest expense in the period. The interest rate swap agreements were entered into on May 14, 2020 and expire on May 14, 2027, 2029 and 2032. The fair value of the interest rate swaps at June 30, 2020 was $566,000 and is included within other liabilities on the consolidated balance sheets.

The Company’s current strategy for borrowings is to consider terms and structures to manage interest rate risk and liquidity in a flat to inverted interest rate environment. The Company’s daily cash requirements or short-term investments are primarily met by using the financial instruments available through the Federal Home Loan Bank of Pittsburgh.

Stockholders’ Equity

We evaluate stockholders’ equity in relation to total assets and the risks associated with those assets. The greater the capital resource, the more likely a corporation will meet its cash obligations and absorb unforeseen losses. For these reasons, capital adequacy has been, and will continue to be, of paramount importance to the Company. As such, the Company has implemented policies and procedures to ensure that it has adequate capital levels. As part of this process, we routinely stress test our capital levels and identify potential risk and alternative sources of additional capital should the need arise.

Index

Total stockholders’ equity was $183.1 million at June 30, 2020 compared to $154.8 million at December 31, 2019, an increase of $28,321,000, or 18.3%. Excluding accumulated other comprehensive income (loss), stockholders’ equity increased $24.8 million, or 16.0%. As part of the MidCoast acquisition, we issued 373,356 shares with a value of $19.2 million based on the Company’s closing stock price of $51.50 per share on April 17, 2020. The Company purchased 27,917 shares of treasury stock at a weighted average cost of $53.81 per share. The Company reissued 6,651 shares to employees and Directors as a reward for years of services and performance at a weighted average cost of $50.85 per share. For the six months of 2020, the Company had net income of $9.9 million and declared cash dividends of $3.8 million, or $1.0 per share, representing a cash dividend payout ratio of 38.0%.

All of the Company’s debt investment securities are classified as available-for-sale, making this portion of the Company’s balance sheet more sensitive to the changing market value of investments. As a result of changes in the interest rate environment, the defined benefit plan obligations and the interest rate swaps entered into during 2020, accumulated other comprehensive income increased approximately $3.5 million from December 31, 2019.

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

Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier 1 capital (as defined) to risk-weighted assets (as defined), common equity Tier 1 capital (as defined) to total risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of June 30, 2020 and December 31, 2019, that the Bank meets all capital adequacy requirements to which it was subject at such dates.

As permitted by applicable federal regulation, the Bank has opted to use the community bank leverage ratio (the “CBLR”) framework for determining its capital adequacy. Under the CBLR framework a qualifying community bank is considered well-capitalized if its leverage ratio (Tier 1 capital divided by average total consolidated assets) exceeds 9%. Following the passage of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act in response to the COVID-19 pandemic, the federal banking regulators revised the CBLR framework as follows: (i) beginning in the second quarter of 2020, a qualifying community bank need only have a leverage ratio of at least 8%, subject to the other qualifying requirements, and (ii) if a qualifying community bank’s leverage ratio falls below 8%, then it will have two calendar quarters to maintain a leverage ratio of 7% or greater. These revisions under the CARES Act are effective April 23, 2020 and will terminate upon the earlier of the termination of the national emergency related to COVID-19 or December 31, 2020. Following such termination there is a grace period for returning to the 9% CBLR threshold. The CBLR will be set at 8% for the remainder of 2020, 8.5% for 2021, and 9% thereafter. The grace period is also adjusted to account for the graduating increase. As a result, in 2020 and 2021, a qualifying community bank utilizing the grace period must maintain a CBLR of at least 7% and 7.5%, respectively. Thereafter, a qualifying community bank utilizing the grace period must maintain a CBLR of at least 8%. If a qualifying community bank fails to maintain the applicable minimum CBLR during the grace period, or if it is unable to restore compliance with the CBLR within the grace period, then it will revert to the Basel III capital framework and the normal Prompt Corrective Action capital categories will apply. At June 30, 2020, the Bank was considered “well-capitalized” under the CBLR framework, with a leverage ratio of 8.90%.

Off-Balance Sheet Activities

Some financial instruments, such as loan commitments, credit lines, and letters of credit, are issued to meet customer financing needs. The contractual amount of financial instruments with off-balance sheet risk was as follows at June 30, 2020 and December 31, 2019 (in thousands):

	June 30, 2020		December 31, 2019
Commitments to extend credit	$	246,867	$	211,530
Standby letters of credit		17,289		17,857
	$	264,156	$	229,387

Index

We also offer limited overdraft protection as a non-contractual courtesy which is available to demand deposit accounts in good standing. Overdraft charges as a result of ATM withdrawals and one time point of sale (non-recurring) transactions require prior approval of the customer. The non-contractual amount of financial instruments with off-balance sheet risk at June 30, 2020 and December 31, 2019 was $12,169,000 and $11,872,000, respectively. The Company reserves the right to discontinue this service without prior notice.

Liquidity

Liquidity is a measure of the Company’s ability to efficiently meet normal cash flow requirements of both borrowers and depositors. To maintain proper liquidity, we use funds management policies, which include liquidity target ratios, along with our investment policies to assure we can meet our financial obligations to depositors, credit customers and stockholders. Liquidity is needed to meet depositors’ withdrawal demands, extend credit to meet borrowers’ needs, provide funds for normal operating expenses and cash dividends, and to fund other capital expenditures.

Cash generated by operating activities, investing activities and financing activities influences liquidity management. Our Company’s historical activity in this area can be seen in the Consolidated Statement of Cash Flows. The most important source of funds is core deposits. Repayment of principal on outstanding loans and cash flows created from the investment portfolio are also factors in liquidity management. Other sources of funding include brokered certificates of deposit and the sale of loans or investments, if needed.

The Company’s use of funds is shown in the investing activity section of the Consolidated Statement of Cash Flows, where the net loan activity is presented. Other uses of funds include purchasing stock from the Federal Home Loan Bank (FHLB) of Pittsburgh, as well as capital expenditures. Capital expenditures (including software purchases), during the first six months of 2020 were $561,000 compared to $165,000 during the same time period in 2019.

Short-term debt from the FHLB supplements the Bank’s availability of funds. The Bank achieves liquidity primarily from temporary or short‑term investments in the Federal Reserve and the FHLB. The Bank had a maximum borrowing capacity at the FHLB of approximately $672.9 million, of which $113.9 million was outstanding, at June 301, 2020. The Bank also had two federal funds lines with third party providers in the total amount of $34.0 million as of June 30, 2020, which are unsecured and undrawn upon. We also have a borrower in custody line with the Federal Reserve Bank of approximately $10.4 million, which also is not drawn upon as of June 30, 2020. The Company continues to evaluate its liquidity needs and as necessary finds additional sources.

Citizens Financial Services, Inc. is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, Citizens Financial Services, Inc. is responsible for paying any dividends declared to its shareholders. Citizens Financial also has repurchased shares of its common stock. Citizens Financial Services, Inc.’s primary source of income is dividends received from the Bank. Both federal and state laws impose restrictions on the ability of the Bank to pay dividends. In particular, the Bank may not, as a state-chartered bank which is a member of the Federal Reserve System, declare a dividend without approval of the Federal Reserve, unless the dividend to be declared by the Bank’s Board of Directors does not exceed the total of: (i) the Bank’s net profits for the current year to date, plus (ii) its retained net profits for the preceding two current years, less any required transfers to surplus. The Federal Reserve Board and the FDIC have formal and informal policies which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings, with some exceptions. The Prompt Corrective Action Rules, described above, further limit the ability of banks to pay dividends, because banks which are not classified as well capitalized or adequately capitalized may not pay dividends and no dividend may be paid which would make the Bank undercapitalized after the dividend. At June 30, 2020, Citizens Financial Services, Inc. (on an unconsolidated basis) had liquid assets of $5.8 million.

Index

Interest Rate and Market Risk Management

The objective of interest rate sensitivity management is to maintain an appropriate balance between the stable growth of income and the risks associated with maximizing income through interest sensitivity imbalances and the market value risk of assets and liabilities.

Because of the nature of our operations, we are not subject to foreign currency exchange or commodity price risk and, because we have no trading portfolio, we are not subject to trading risk. Currently, the Company has equity securities that represent only 0.04% of its total assets and, therefore, equity risk is not significant.

The primary components of interest-sensitive assets include adjustable-rate loans and investments, loan repayments, investment maturities and money market investments. The primary components of interest-sensitive liabilities include maturing certificates of deposit, IRA certificates of deposit and short-term borrowings. Savings deposits, NOW accounts and money market investor accounts are considered core deposits and are not short-term interest sensitive (except for the top-tier money market investor accounts, typically help by local governments, which are paid current market interest rates).

Gap analysis, one of the methods used by us to analyze interest rate risk, does not necessarily show the precise impact of specific interest rate movements on our Company’s net interest income because the re-pricing of certain assets and liabilities is discretionary and is subject to competitive and other pressures. In addition, assets and liabilities within the same period may, in fact, be repaid at different times and at different rate levels. We have not experienced the kind of earnings volatility that might be indicated from gap analysis.

The Company currently uses a computer simulation model to better measure the impact of interest rate changes on net interest income. We use the model as part of our risk management and asset liability management processes that we believe will effectively identify, measure, and monitor the Company’s risk exposure. In this analysis, the Company examines the results of movements in interest rates with additional assumptions made concerning prepayment speeds on mortgage loans and mortgage securities. Shock scenarios, which assume a parallel shift in interest rates and is instantaneous, typically have the greatest impact on net interest income. The following is a rate shock analysis and the impact on net interest income as of June 30, 2020 (dollars in thousands):

			Change In			% Change In
	Prospective One-Year		Prospective			Prospective
Changes in Rates	Net Interest Income		Net Interest Income			Net Interest Income
-100 Shock		58,787		(733	)		(1.23	)
Base		59,520		-			-
+100 Shock		58,524		(996	)		(1.67	)
+200 Shock		57,748		(1,772	)		(2.98	)
+300 Shock		56,985		(2,535	)		(4.26	)
+400 Shock		56,077		(3,443	)		(5.78	)

The model makes estimates, at each level of interest rate change, regarding cash flows from principal repayments on loans and mortgage backed securities, call activity of other investment securities, and deposit selection, re-pricing and maturity structure. Because of these assumptions, actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change on net interest income. Additionally, the changes above do not necessarily represent the level of change under which management would undertake specific measures to realign its portfolio in order to reduce the projected level of change. It should be noted that the changes in net interest income noted above are in line with Company policy for interest rate risk.

Index

Item 3 – Quantitative and Qualitative Disclosure about Market Risk

In the normal course of conducting business activities, the Company is exposed to market risk, principally interest rate risk, through the operations of its banking subsidiary. Interest rate risk arises from market driven fluctuations in interest rates that affect cash flows, income, expense and values of financial instruments and was discussed previously in this Form 10-Q. Management and a committee of the Board of Directors manage interest rate risk (see also “Interest Rate and Market Risk Management”).

Item 4 – Control and Procedures

(a) Disclosure Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) 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.

(b) Changes to Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2020 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

Management is not aware of any pending or threatened litigation that would have a material adverse effect on the consolidated financial position of the Company. Any pending proceedings are ordinary, routine litigation incidental to the business of the Company and its subsidiary. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company and its subsidiary by government authorities.

Item 1A – Risk Factors

In addition to the risk factor discussed below and the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1.A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, which could materially affect our business, financial condition or future results. At June 30, 2020, the risk factors of the Company have not changed materially from those reported in our Annual Report on Form 10-K. However, 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 adversely affect our business, financial condition and/or operating results.

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

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The COVID-19 pandemic has created extensive disruptions to the global economy and to the lives of individuals throughout the world. Governments, businesses, and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal and monetary stimulus, and legislation designed to deliver financial aid and other relief. While the scope, duration, and full effects of COVID-19 are rapidly evolving and not fully known, the pandemic and the efforts to contain it have disrupted global economic activity, adversely affected the functioning of financial markets, impacted market interest rates, increased economic and market uncertainty, and disrupted trade and supply chains. If these effects continue for a prolonged period or result in sustained economic stress or recession, many of the risk factors identified in our Form 10-K could be exacerbated and the effects of COVID-19 could have a material adverse impact on us in a number of ways as described in more detail below.

Credit Risk – Our risks of timely loan repayment and the value of collateral supporting the loans are affected by the strength of our borrowers’ businesses. Concern about the spread of COVID-19 has caused and is likely to continue to cause business shutdowns, limitations on commercial activity and financial transactions, labor shortages, supply chain interruptions, increased unemployment and commercial property vacancy rates, reduced profitability and ability for property owners to make mortgage payments, and overall economic and financial market instability, all of which may cause our customers to be unable to make scheduled loan payments. Hotel and restaurant operators and others in the leisure, hospitality and travel industries and the agricultural industry, among other industries, have been particularly hurt by COVID-19. If the effects of COVID-19 result in widespread and sustained repayment shortfalls on loans in our portfolio, we could incur significant delinquencies, foreclosures and credit losses, particularly if the available collateral is insufficient to cover our credit exposure. The future effects of COVID-19 on economic activity could negatively affect the collateral values associated with our existing loans, the ability to liquidate the real estate collateral securing our residential and commercial real estate loans, our ability to maintain loan origination volume and to obtain additional financing, the future demand for or profitability of our lending and services, and the financial condition and credit risk of our customers. Further, in the event of delinquencies, regulatory changes and policies designed to protect borrowers may slow or prevent us from making our business decisions or may result in a delay in our taking certain remediation actions, such as foreclosure. In addition, we have unfunded commitments to extend credit to customers. During a challenging economic environment like now, our customers depend more on our credit commitments and increased borrowings under these commitments could adversely impact our liquidity. Furthermore, in an effort to support our communities during the pandemic, we are participating in the Paycheck Protection Program under the CARES Act whereby loans to small businesses are made and those loans are subject to the regulatory requirements that would require forbearance of loan payments for a specified time or that would limit our ability to pursue all available remedies in the event of a loan default. If the borrower under the PPP loan fails to qualify for loan forgiveness, we are at the heightened risk of holding these loans at unfavorable interest rates as compared to the loans to customers that we would have otherwise extended credit.

Strategic Risk – Our success may be affected by a variety of external factors that may affect the price or marketability of our products and services, changes in interest rates that may increase our funding costs, reduced demand for our financial products due to economic conditions and the various response of governmental and nongovernmental authorities. The COVID-19 pandemic has significantly increased economic and demand uncertainty and has led to disruption and volatility in the global capital markets. Furthermore, many of the governmental actions have been directed toward curtailing household and business activity to contain COVID-19. These actions have been rapidly expanding in scope and intensity. For example, in many of our markets, local governments have acted to temporarily close or restrict the operations of most businesses. The future effects of COVID-19 on economic activity could negatively affect the future banking products we provide, including a decline in originating loans.

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Operational Risk – Current and future restrictions on our workforce’s access to our facilities could limit our ability to meet customer servicing expectations and have a material adverse effect on our operations. We rely on business processes and branch activity that largely depend on people and technology, including access to information technology systems as well as information, applications, payment systems and other services provided by third parties. In response to COVID-19, we have modified our business practices with a portion of our employees working remotely from their homes to have our operations uninterrupted as much as possible. Further, technology in employees’ homes may not be as robust as in our offices and could cause the networks, information systems, applications, and other tools available to employees to be more limited or less reliable than in our offices. The continuation of these work-from-home measures also introduces additional operational risk, including increased cybersecurity risk from phishing, malware, and other cybersecurity attacks, all of which could expose us to risks of data or financial loss and could seriously disrupt our operations and the operations of any impacted customers.

Moreover, we rely on many third parties in our business operations, including the appraiser of the real property collateral, vendors that supply essential services such as loan servicers, providers of financial information, systems and analytical tools and providers of electronic payment and settlement systems, and local and federal government agencies, offices, and courthouses. In light of the developing measures responding to the pandemic, many of these entities may limit the availability and access of their services. If the third-party service providers continue to have limited capacities for a prolonged period or if additional limitations or potential disruptions in these services materialize, it may negatively affect our operations.

Interest Rate Risk/Market Value Risk – Our net interest income, lending and investment activities, deposits and profitability could be negatively affected by volatility in interest rates caused by uncertainties stemming from COVID-19. In March 2020, the Federal Reserve lowered the target range for the federal funds rate to a range from 0% to 0.25%, citing concerns about the impact of COVID-19 on financial markets and market stress in the energy sector. A prolonged period of extremely volatile and unstable market conditions would likely increase our funding costs and negatively affect market risk mitigation strategies. Higher income volatility from changes in interest rates and spreads to benchmark indices could cause a loss of future net interest income and a decrease in prevailing fair market values of our investment securities and other assets. Fluctuations in interest rates will impact both the level of income and expense recorded on most of our assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, which in turn could have a material adverse effect on our net income, operating results, or financial condition.

Because there have been no comparable recent global pandemics that resulted in similar global impact, we do not yet know the full extent of COVID-19’s effects on our business, operations, or the global economy as a whole. Any future development will be highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the effectiveness of our work-from-home arrangements, third party providers’ ability to support our operations, and any actions taken by governmental authorities and other third parties in response to the pandemic. The uncertain future development of this crisis could materially and adversely affect our business, operations, operating results, financial condition, liquidity or capital levels.

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

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares (or units purchased)		Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans of Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)

4/1/20 to 4/30/20		-	$	0.00		-		175,228
5/1/20 to 5/31/20		-	$	0.00		-		175,228
6/1/20 to 6/30/20		4,505	$	49.52		4,505		170,723
Total		4,505	$	49.52		4,505		170,723

(1)

On October 20, 2015, the Company announced that the Board of Directors authorized the Company to repurchase up to an additional 150,000 shares. The repurchases will be conducted through open-market purchases or privately negotiated transactions and will be made from time to time depending on market conditions and other factors. No time limit was placed on the duration of the share repurchase program. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes.

(2)

On April 21, 2020, the Company announced that the Board of Directors authorized the Company to repurchase up to an additional 150,000 shares at an aggregate purchase price not to exceed $12.0 million over a period of 36 months. The repurchases will be conducted through open-market purchases or privately negotiated transactions and will be made from time to time depending on market conditions and other factors. No time limit was placed on the duration of the share repurchase program. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes.

Item 3 – Defaults Upon Senior Securities

Not applicable.

Item 4 – Mine Safety Disclosure

Not applicable.

Item 5 – Other Information

None

Item 6 – Exhibits

(a) The following documents are filed as a part of this report:

	3.1	Articles of Incorporation of Citizens Financial Services, Inc., as amended ⁽¹⁾

	3.2	Bylaws of Citizens Financial Services, Inc.⁽²⁾

	4.1	Form of Common Stock Certificate. ⁽³⁾

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

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

	32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

	101	The following materials from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020, formatted in XBRL (Extensible Business Reporting Language): (i) The Consolidated Balance Sheet (unaudited), (ii) the Consolidated Statement of Income (unaudited), (iii) the Consolidated Statement of Comprehensive Income (unaudited), (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statement of Cash Flows (unaudited) and (vi) related notes (unaudited).

⁽¹⁾ Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, as filed with the Commission on August 9, 2018.

⁽²⁾ Incorporated by reference to Exhibit 9.01 to the Company’s Current Report on Form 8-K, as filed with the Commission on December 24, 2009.

⁽³⁾ Incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the Commission on March 14, 2006.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Citizens Financial Services, Inc.
	(Registrant)

August 6, 2020	/s/ Randall E. Black
	By: Randall E. Black
	President and Chief Executive Officer
	(Principal Executive Officer)

August 6, 2020	/s/ Stephen J. Guillaume
	By: Stephen J. Guillaume
	Chief Financial Officer
	(Principal Financial and Accounting Officer)