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NORWOOD FINANCIAL CORP - Quarter Report: 2016 June (Form 10-Q)

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

FORM 10-Q
 
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016
OR
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________ to _________
 
Commission File No. 0-28364

NORWOOD FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)

Pennsylvania
 
23-2828306
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer Identification No.)

717 Main Street, Honesdale, Pennsylvania
   
18431
 
(Address of Principal Executive Offices)
   
(Zip Code)
 

Registrant’s Telephone Number, Including Area Code:  (570) 253-1455

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

    Indicate by check (x) whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No [  ]
 
    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes  [X]  No   [  ]

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

Large accelerated filer  [  ]                                                                Accelerated filer   [X]
Non-accelerated filer   [  ]                                                                Smaller reporting company   [  ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    [  ]  Yes      [X]  No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
                                          Class                                                               Outstanding as of July 29, 2016
          Common stock, par value $0.10 per share                                                3,691,224

 
1



NORWOOD FINANCIAL CORP.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2016
     
   
 
 Page
Number
PART I -
CONSOLIDATED FINANCIAL INFORMATION OF NORWOOD
FINANCIAL CORP.
 
     
Item 1.
Financial Statements (unaudited)
  3
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
34
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
48
Item 4.
Controls and Procedures
50
PART II -
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
50
Item 1A.
Risk Factors
50
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
50
Item 3.
Defaults upon Senior Securities
50
Item 4.
Mine Safety Disclosures
50
Item 5.
Other Information
50
Item 6.
Exhibits
51
     
Signatures
 
53


2


PART I.  FINANCIAL INFORMATION
Item 1. Financial Statements
NORWOOD FINANCIAL CORP.
Consolidated Balance Sheets  (unaudited)
(dollars in thousands, except share and per share data)

           
           
   
June 30,
   
December 31,
   
2016
   
2015
ASSETS
         
Cash and due from banks
$
 8,171
 
$
 9,744
Interest bearing deposits with banks
 
 4,444
   
 266
Cash and cash equivalents
 
 12,615
   
 10,010
           
Securities available for sale, at fair value
 
 129,721
   
 138,851
Loans receivable
 
 581,220
   
 559,925
Less:  Allowance for loan losses
 
 5,798
   
 7,298
Net loans receivable
 
 575,422
   
 552,627
Regulatory stock, at cost
 
 2,228
   
 3,412
Bank premises and equipment, net
 
 6,328
   
 6,472
Bank owned life insurance
 
 19,082
   
 18,820
Accrued interest receivable
 
 2,289
   
 2,363
Foreclosed real estate owned
 
 5,414
   
 2,847
Goodwill
 
 9,715
   
 9,715
Other intangibles
 
 237
   
 285
Deferred tax asset
 
 2,222
   
 3,669
Other assets
 
 2,556
   
 1,434
TOTAL ASSETS
$
 767,829
 
$
 750,505
           
LIABILITIES
         
Deposits:
         
Non-interest bearing demand
$
 121,743
 
$
 107,814
Interest-bearing
 
 462,516
   
 443,095
Total deposits
 
 584,259
   
 550,909
Short-term borrowings
 
 38,100
   
 53,235
Other borrowings
 
 36,579
   
 41,126
Accrued interest payable
 
 891
   
 957
Other liabilities
 
 3,409
   
 3,280
TOTAL LIABILITIES
 
 663,238
   
 649,507
           
STOCKHOLDERS' EQUITY
         
Common stock, $.10 par value per share,
         
 authorized 10,000,000 shares; issued 3,724,668  shares
 
 373
   
 373
Surplus
 
 35,430
   
 35,351
Retained earnings
 
 66,876
   
 65,412
Treasury stock at cost: 2016: 33,444 shares,
         
   2015: 23,311 shares
 
 (926)
   
 (626)
Accumulated other comprehensive income
 
 2,838
   
 488
TOTAL STOCKHOLDERS' EQUITY
 
 104,591
   
 100,998
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
 767,829
 
$
 750,505

See accompanying notes to the unaudited consolidated financial statements.

3


NORWOOD FINANCIAL CORP.
Consolidated Statements of Income  (unaudited)
(dollars in thousands, except per share data)
                       
                       
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
INTEREST INCOME
                     
Loans receivable, including fees
$
 6,351
 
$
 5,924
 
$
 12,485
 
$
 11,985
Securities
 
 878
   
 950
   
 1,768
   
 1,974
Other
 
 5
   
 8
   
 7
   
 12
Total interest income
 
 7,234
   
 6,882
   
 14,260
   
 13,971
                       
INTEREST EXPENSE
                     
Deposits
 
 580
   
 618
   
 1,161
   
 1,222
Short-term borrowings
 
 37
   
 16
   
 77
   
 29
Other borrowings
 
 223
   
 199
   
 453
   
 364
Total interest expense
 
 840
   
 833
   
 1,691
   
 1,615
NET INTEREST INCOME
 
 6,394
   
 6,049
   
 12,569
   
 12,356
PROVISION FOR LOAN LOSSES
 
 700
   
 420
   
 1,150
   
 1,040
NET INTEREST INCOME AFTER
                     
PROVISION FOR LOAN LOSSES
 
 5,694
   
 5,629
   
 11,419
   
 11,316
                       
OTHER INCOME
                     
Service charges and fees
 
 604
   
 622
   
 1,178
   
 1,194
Income from fiduciary activities
 
 114
   
 109
   
 216
   
 215
Net realized gains on sales of securities
 
 205
   
 134
   
 270
   
 445
Gains on sale of loans and servicing rights, net
 
 18
   
 12
   
 47
   
 30
Earnings and proceeds on bank owned life insurance
 
 166
   
 166
   
 333
   
 330
Other
 
 116
   
 90
   
 246
   
 198
Total other income
 
 1,223
   
 1,133
   
 2,290
   
 2,412
                       
OTHER EXPENSES
                     
Salaries and employee benefits
 
 2,248
   
 2,071
   
 4,551
   
 4,208
Occupancy, furniture & equipment, net
 
 487
   
 542
   
 982
   
 1,098
Data processing
 
 255
   
 201
   
 526
   
 435
Taxes, other than income
 
 124
   
 175
   
 329
   
 350
Professional fees
 
 181
   
 124
   
 332
   
 307
Federal Deposit Insurance Corporation insurance
 
 117
   
 65
   
 231
   
 159
Foreclosed real estate owned
 
 432
   
 232
   
 462
   
 390
Other
 
 684
   
 758
   
 1,463
   
 1,408
Total other expenses
 
 4,528
   
 4,168
   
 8,876
   
 8,355
                       
INCOME BEFORE INCOME TAXES
 
 2,389
   
 2,594
   
 4,833
   
 5,373
INCOME TAX EXPENSE
 
 511
   
 631
   
 1,079
   
 1,369
NET INCOME
$
 1,878
 
$
 1,963
 
$
 3,754
 
$
 4,004
                       
BASIC EARNINGS PER SHARE
$
 0.51
 
$
 0.53
 
$
 1.02
 
$
 1.09
                       
DILUTED EARNINGS PER SHARE
$
 0.51
 
$
 0.53
 
$
 1.02
 
$
 1.08

See accompanying notes to the unaudited consolidated financial statements.
4


NORWOOD FINANCIAL CORP.
Consolidated Statements of Comprehensive Income (unaudited)
(dollars in thousands)
 
           
           
   
Three Months Ended
   
June 30,
   
2016
   
2015
Net income
$
 1,878
 
$
 1,963
Other comprehensive income:
         
Investment securities available for sale:
         
 Unrealized holding gains
 
 1,810
   
 (2,037)
Tax effect
 
 (615)
   
 693
   Reclassification of gains recognized in net income
 
 (205)
   
 (134)
Tax effect
 
 69
   
 45
Other comprehensive income
 
 1,059
   
 (1,433)
Comprehensive Income
$
 2,937
 
$
 530


           
           
   
Six Months Ended
   
June 30,
   
2016
   
2015
Net income
$
 3,754
 
$
 4,004
Other comprehensive income:
         
Investment securities available for sale:
         
 Unrealized holding gains
 
 3,830
   
 (1,048)
Tax effect
 
 (1,302)
   
 358
   Reclassification of gains recognized in net income
 
 (270)
   
 (445)
Tax effect
 
 92
   
 151
Other comprehensive income
 
 2,350
   
 (984)
Comprehensive Income
$
 6,104
 
$
 3,020



See accompanying notes to the unaudited consolidated financial statements.
5


NORWOOD FINANCIAL CORP.
Consolidated Statements of Changes in Stockholders' Equity (unaudited)
Six Months Ended June 30, 2016
(dollars in thousands, except share and per share data)



                                                 
                                                 
                                       
Accumulated
     
                                       
Other
     
   
Common Stock
       
Retained
 
Treasury Stock
 
Comprehensive
     
   
Shares
 
Amount
 
Surplus
 
Earnings
 
Shares
 
Amount
 
 Income
 
Total
Balance, December 31, 2015
   
3,724,668
 
$
 373 
 
$
 35,351 
 
$
 65,412 
   
23,311 
 
$
 (626)
 
$
 488 
 
$
 100,998 
Net Income
                     
 3,754 
                     
 3,754 
Other comprehensive income
                                       
 2,350 
   
 2,350 
Cash dividends declared ($.62 per share)
                     
 (2,290)
                     
 (2,290)
Compensation expense related to restricted stock
               
 45 
                           
 45 
Acquisition of  treasury  stock
                           
15,538 
   
 (447)
         
 (447)
Stock options exercised
               
 (4)
         
 (5,405)
   
 147 
         
 143 
Tax benefit of stock options
               
 2 
                           
 2 
Compensation expense related to stock options
               
 36 
                           
 36 
                                                 
Balance, June 30, 2016
   
3,724,668
 
$
 373 
 
$
 35,430 
 
$
 66,876 
   
33,444 
 
$
 (926)
 
$
 2,838 
 
$
 104,591 




See accompanying notes to the unaudited consolidated financial statements.
6


NORWOOD FINANCIAL CORP.
Consolidated Statements of Cash Flows (Unaudited)

           
(dollars in thousands)
         
 
Six Months Ended June 30,
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES
         
Net Income
$
 3,754
 
$
 4,004
Adjustments to reconcile net income to net cash provided by operating  activities:
         
Provision for loan losses
 
 1,150
   
 1,040
Depreciation
 
 265
   
 277
Amortization of intangible assets
 
 47
   
 56
Deferred income taxes
 
 237
   
 (279)
Net amortization of securities premiums and discounts
 
 488
   
 475
Net realized gain on sales of securities
 
 (270)
   
 (445)
Earnings and proceeds on bank owned life insurance
 
 (333)
   
 (330)
(Gain) loss on sales of fixed assets and foreclosed real estate owned
 
 (46)
   
 275
Gain on sale of mortgage loans
 
 (54)
   
 (40)
Mortgage loans originated for sale
 
 (1,685)
   
 (1,803)
Proceeds from sale of mortgage loans originated for sale
 
 1,739
   
 1,843
Compensation expense related to stock options
 
 36
   
 33
Compensation expense related to restricted stock
 
 45
   
 27
Increase in accrued interest receivable and other assets
 
 (930)
   
 (145)
Increase in accrued interest payable and other liabilities
 
 66
   
 140
Net cash provided by operating activities
 
 4,509
   
 5,128
           
CASH FLOWS FROM INVESTING ACTIVITIES
         
Securities available for sale:
         
Proceeds from sales
 
 31,776
   
 23,384
Proceeds from maturities and principal reductions on mortgage-backed securities
 
 7,544
   
 12,377
Purchases
 
 (26,848)
   
 (32,193)
Purchase of regulatory stock
 
 (1,679)
   
 (768)
Redemption of regulatory stock
 
 2,863
   
 242
Net increase in loans
 
 (26,846)
   
 (38,970)
Purchase of premises and equipment
 
 (121)
   
 (99)
Proceeds from sales of fixed assets and foreclosed real estate owned
 
 333
   
 2,299
Net cash used in investing activities
 
 (12,978)
   
 (33,728)
           
CASH FLOWS FROM FINANCING ACTIVITIES
         
Net increase in deposits
 
 33,350
   
 15,670
Net (decrease)  increase in short-term borrowings
 
 (15,135)
   
 8,147
Repayments of other borrowings
 
 (4,547)
   
 (989)
Proceeds from other borrowings
 
 -
   
 16,000
Stock options exercised
 
 143
   
 200
Tax benefit of stock options exercised
 
 2
   
 9
Purchase of treasury stock
 
 (447)
   
 (127)
Cash dividends paid
 
 (2,292)
   
 (2,244)
Net cash  provided by financing activities
 
 11,074
   
 36,666
Increase in cash and cash equivalents
 
 2,605
   
 8,066
           
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
 
 10,010
   
 12,376
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
 12,615
 
$
 20,442

See accompanying notes to the unaudited consolidated financial statements.

7


NORWOOD FINANCIAL CORP.
Consolidated Statements of Cash Flows (Unaudited) (continued)


           
(dollars in thousands)
         
 
  Six Months Ended June 30,
 
2016
 
2015
Supplemental Disclosures of Cash Flow Information
         
Cash payments for:
         
Interest on deposits and borrowings
$
 1,757
 
$
 1,593
Income taxes paid, net of refunds
$
 1,060
 
$
 1,431
 Supplemental Schedule of Noncash Investing Activities
         
Transfers of loans to foreclosed real estate and repossession of other assets
$
 2,879
 
$
 251
Cash dividends declared
$
 2,290
 
$
 1,141


See accompanying notes to the unaudited consolidated financial statements.

8


Notes to the Unaudited Consolidated Financial Statements
1.         Basis of Presentation
The unaudited consolidated financial statements include the accounts of Norwood Financial Corp. (Company) and its wholly-owned subsidiary, Wayne Bank (Bank) and the Bank's wholly-owned subsidiaries, WCB Realty Corp., Norwood Investment Corp., Norwood Settlement Services, LLC,  and WTRO Properties, Inc.   All significant intercompany transactions have been eliminated in consolidation.

The accompanying unaudited consolidated  financial statements have been prepared in conformity with generally accepted accounting principles for interim financial statements and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In preparing the 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 revenues and expenses for the period.  Actual results could differ from those estimates.  The financial statements reflect, in the opinion of management, all normal, recurring adjustments necessary to present fairly the financial position and results of operations of the Company.  The operating results for the three and six month periods ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other future interim period.

These statements should be read in conjunction with the consolidated financial statements and related notes which are incorporated by reference in the Company's Annual Report on Form 10-K for the year-ended December 31, 2015.

 
2.         Earnings Per Share
Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period.  Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.  Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.

The following table sets forth the weighted average shares outstanding used in the computations of basic and diluted earnings per share.

(in thousands)
                 
                 
   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
   
2016
 
2015
 
2016
 
2015
Weighted average shares outstanding
 
 3,691
 
 3,680
 
 3,696
 
 3,680
Less: Unvested restricted shares
 
 14
 
 9
 
 14
 
 9
Basic EPS weighted average shares outstanding
 
 3,677
 
 3,671
 
 3,682
 
 3,671
                 
                 
Basic EPS weighted average shares outstanding
 
 3,677
 
 3,671
 
 3,682
 
 3,671
Add:  Dilutive effect of stock options
 
 6
 
 11
 
 6
 
 11
Diluted EPS weighted average shares outstanding
 
 3,683
 
 3,682
 
 3,688
 
 3,682
                 



9


Stock options with strike prices ranging from $28.41 to $29.08 which had no intrinsic value, because their effect would be anti-dilutive and therefore would not be included in the diluted EPS calculation, were 58,300 as of June 30, 2016 based upon the closing price of Norwood common stock of $28.00 per share on June 30, 2016.  There was no anti-dilutive effect at June 30, 2015.

3.         Stock-Based Compensation

No awards were granted during the six-month period ending June 30, 2016. As of June 30, 2016, there was $35,000 of total unrecognized compensation cost related to non-vested options granted in 2015 under the 2014 Equity Incentive Plan, which will be fully amortized by December 31, 2016. Compensation costs related to stock options amounted to $36,000 and $33,000 during the six-month periods ended June 30, 2016 and 2015, respectively.

A summary of stock options from all plans, adjusted for stock dividends declared, is shown below.

                     
                     
     
Weighted
         
     
Average Exercise
 
Weighted Average
 
Aggregate
     
Price
 
Remaining
 
Intrinsic Value
 
Options
 
Per Share
 
Contractual Term
 
($000)
                     
Outstanding at January 1, 2016
 194,521
 
$
 26.91
 
 5.2
 Yrs.
 
$
 363
Granted
 -
   
 -
 
 -
     
 -
Exercised
 (5,405)
   
 26.42
 
 4.4
     
143
Forfeited
 (16,019)
   
 27.71
 
 0.5
     
 444
Outstanding at June 30, 2016
 173,097
 
$
 26.85
 
 5.1
 Yrs.
 
$
 237
                     
Exercisable at June 30, 2016
 158,597
 
$
 26.69
 
 4.7
 Yrs.
 
$
 237

Intrinsic value represents the amount by which the market price of the stock on the measurement date exceeded the exercise price of the option.  The stock price was $28.00 as of June 30, 2016 and $28.75 as of December 31, 2015.

A summary of the Company's restricted stock activity and related information for the six-month period ended June 30, 2016 is as follows:
         
   
       
Weighted-Average
 
Number of
   
Grant Date
 
Restricted Stock
   
Fair Value
Outstanding, January 1,
 13,810
 
$
 28.82
Granted
 -
   
 -
Vested
 -
   
 -
Forfeited
 -
   
 -
Non-vested at June 30,
 13,810
 
$
 28.82

The expected future compensation expense relating to the 13,810 shares of non-vested restricted stock outstanding as of June 30, 2016 is $353,000.  This cost will be recognized over the remaining vesting period of 4.5 years.  Compensation costs related to restricted stock amounted to $45,000 and $27,000 during the six-month periods ended June 30, 2016 and 2015, respectively.
10



4.         Accumulated Other Comprehensive Income

The following table presents the changes in accumulated other comprehensive income (in thousands) by component net of tax for the three months and six months ended June 30, 2016 and 2015:


     
     
 
Unrealized gains (losses) on
 
available for sale
 
securities (a)
Balance as of December 31, 2015
$
 488
Other comprehensive income before reclassification
 
 2,528
Amount reclassified from accumulated other comprehensive income
 
 (178)
Total other comprehensive income
 
 2,350
Balance as of June 30, 2016
$
 2,838
     
     
     
 
Unrealized gains (losses) on
 
available for sale
 
securities (a)
Balance as of  December 31, 2014
$
 462
Other comprehensive loss before reclassification
 
 (690)
Amount reclassified from accumulated other comprehensive income  (loss)
 
 (294)
Total other comprehensive loss
 
 (984)
Balance as of June 30, 2015
$
 (522)
     
     
 
Unrealized gains (losses) on
 
available for sale
 
securities (a)
Balance as of  March 31, 2016
$
 1,779
Other comprehensive income before reclassification
 
 1,195
Amount reclassified from accumulated other comprehensive income
 
 (136)
Total other comprehensive income
 
 1,059
Balance as of June 30, 2016
$
 2,838
     
     
 
Unrealized gains (losses) on
 
available for sale
 
securities (a)
Balance as of  March 31, 2015
$
 911
Other comprehensive loss before reclassification
 
 (1,344)
Amount reclassified from accumulated other comprehensive income (loss)
 
 (89)
Total other comprehensive loss
 
 (1,433)
Balance as of June 30, 2015
$
 (522)

 (a)  All amounts are net of tax.  Amounts in parentheses indicate debits.

11


The following table presents significant amounts reclassified out of each component of accumulated other comprehensive income (in thousands) for the three months and six months ended June 30, 2016 and 2015:
 
                   
                   
   
Amount Reclassified
   
   
From Accumulated
 
Affected Line Item in
   
Other
 
Consolidated
   
Comprehensive
 
Statements
Details about other comprehensive income
 
Income (a)
 
of Income
                   
     
Three months ended
   
     
June 30,
   
     
2016
     
2015
   
Unrealized gains on available for sale securities
 
$
 205
   
$
 134
 
Net realized gains on sales of securities
     
 (69)
     
 (45)
 
Income tax expense
   
$
 136
   
$
 89
   
                   
                   
     
Six months ended
   
     
June 30,
   
     
2016
     
2015
   
Unrealized gains on available for sale securities
 
$
 270
   
$
 445
 
Net realized gains on sales of securities
     
 (92)
     
 (151)
 
Income tax expense
   
$
 178
   
$
 294
   

(a)  Amounts in parentheses indicate debits to net income

5.         Off-Balance Sheet Financial Instruments and Guarantees

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and letters of credit.  Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.

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

A summary of the Bank's financial instrument commitments is as follows:
           
           
(in thousands)
June 30,
 
2016
 
2015
           
Commitments to grant loans
$
 22,098
 
$
 18,772
Unfunded commitments under lines of credit
 
 49,358
   
 45,026
Standby letters of credit
 
 5,361
   
 5,769
 
$
 76,817
 
$
 69,567
 

 
12

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.  The Bank evaluates each customer's credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the customer and generally consists of real estate.

The Bank does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit.  Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  Generally, all letters of credit, when issued, have expiration dates within one year.  The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers.  The Bank, generally, holds collateral and/or personal guarantees supporting these commitments.  Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees.  The current amount of the liability as of June 30, 2016 for guarantees under standby letters of credit issued is not material.

6.         Securities

The amortized cost, gross unrealized gains and losses, and fair value of securities were as follows:

                         
                         
   
June 30, 2016
         
Gross
 
Gross
     
   
Amortized
 
Unrealized
 
Unrealized
 
Fair
   
Cost
 
Gains
 
Losses
 
Value
   
(In Thousands)
Available for Sale:
                       
States and political subdivisions
 
$
 54,932
 
$
 3,421
 
$
 (4)
 
$
 58,349
Corporate obligations
   
 3,211
   
 117
   
 -
   
 3,328
Mortgage-backed securities-
                       
government sponsored entities
   
 66,986
   
 757
   
 (52)
   
 67,691
Total debt securities
   
 125,129
   
 4,295
   
 (56)
   
 129,368
Equity securities-financial services
   
 292
   
 61
   
 -
   
 353
   
$
 125,421
 
$
 4,356
 
$
 (56)
 
$
 129,721
                         
                         

13



                         
   
December 31, 2015
         
Gross
 
Gross
     
   
Amortized
 
Unrealized
 
Unrealized
 
Fair
   
Cost
 
Gains
 
Losses
 
Value
                         
   
(In Thousands)
Available for Sale:
                       
U.S. Government agencies
 
$
 9,275
 
$
 2
 
$
 (108)
 
$
 9,169
States and political subdivisions
   
 59,120
   
 1,747
   
 (112)
   
 60,755
Corporate obligations
   
 4,933
   
 45
   
 (4)
   
 4,974
Mortgage-backed securities-government
                       
sponsored entities
   
 64,491
   
 23
   
 (945)
   
 63,569
Total debt securities
   
 137,819
   
 1,817
   
 (1,169)
   
 138,467
Equity securities-financial services
   
 292
   
 92
   
 -
   
 384
   
$
 138,111
 
$
 1,909
 
$
 (1,169)
 
$
 138,851
                         
The following tables show the Company's investments' gross unrealized losses and fair value aggregated by length of time that individual securities have been in a continuous unrealized loss position (in thousands):


                                   
 
June 30, 2016
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
osses
States and political subdivisions
$
 -
 
$
 -
 
$
 720
 
$
 (4)
 
$
 720
 
$
 (4)
Mortgage-backed securities-government
sponsored entities
 
 1,058
   
 (3)
   
 11,366
   
 (49)
   
 12,424
   
 (52)
 
$
 1,058
 
$
 (3)
 
$
 12,086
 
$
 (53)
 
$
 13,144
 
$
 (56)


                                   
                                   
 
December 31, 2015
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
U.S. Government agencies
$
 6,058
 
$
 (71)
 
$
 2,109
 
$
 (37)
 
$
 8,167
 
$
 (108)
States and political subdivisions
 
 9,086
   
 (99)
   
 1,417
   
 (13)
   
 10,503
   
 (112)
Corporate obligations
 
 2,221
   
 (4)
   
 -
   
 -
   
 2,221
   
 (4)
Mortgage-backed securities-government 
    sponsored entities
 
 40,300
   
 (432)
   
 16,595
   
 (513)
   
 56,895
   
 (945)
 
$
 57,665
 
$
 (606)
 
$
 20,121
 
$
 (563)
 
$
 77,786
 
$
 (1,169)

14

 
At June 30, 2016, the Company has 1 debt security in an unrealized loss position in the less than twelve months category and 13 debt securities in the twelve months or more category. In Management's opinion the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities.  No other-than-temporary-impairment charges were recorded in 2016.  Management believes that all unrealized losses represent temporary impairment of the securities as the Company does not have the intent to sell the securities and it is more likely than not that it will not have to sell the securities before recovery of its cost basis.
 
The amortized cost and fair value of debt securities as of June 30, 2016 by contractual maturity are shown below.  Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

                         
                         
   
Available for Sale
   
 
 
Amortized Cost
 
Fair Value
       
      (In Thousands)            
                         
Due in one year or less
 
$
 385
 
$
 395
           
Due after one year through five years
   
 4,595
   
 4,749
           
Due after five years through ten years
   
 5,815
   
 6,038
           
Due after ten years
   
 47,348
   
 50,495
           
                         
Mortgage-backed securities-government sponsored agencies
   
 66,986
   
 67,691
           
   
$
 125,129
 
$
 129,368
           

Gross realized gains and gross realized losses on sales of securities available for sale were as follows (in thousands):
                         
                         
   
Three Months
 
Six Months
   
Ended June 30,
 
Ended June 30,
   
2016
 
2015
 
2016
 
2015
Gross realized gains
 
$
 205
 
$
 134
 
$
 270
 
$
 445
Gross realized losses
   
 -
   
 -
   
 -
   
 -
Net realized gain
 
$
 205
 
$
 134
 
$
 270
 
$
 445
Proceeds from sales of securities
 
$
 16,492
 
$
 9,408
 
$
 31,776
 
$
 23,384


15

7.        Loans Receivable and Allowance for Loan Losses

Set forth below is selected data relating to the composition of the loan portfolio at the dates indicated:


                       
                       
 
Types of loans
 
 
(dollars in thousands)
 
                       
 
June 30, 2016
   
December 31, 2015
 
Real Estate Loans:
                     
Residential
$
 159,872
 
27.5
%
 
$
 161,820
 
28.9
%
Commercial
 
 289,510
 
49.8
     
 279,123
 
49.8
 
Construction
 
 17,764
 
3.1
     
 18,987
 
3.4
 
Commercial, financial and agricultural
 
 75,835
 
13.0
     
 71,090
 
12.7
 
Consumer loans to individuals
 
 38,504
 
 6.6
     
 29,231
 
5.2
 
Total loans
 
 581,485
 
 100.0
%
   
 560,251
 
100.0
%
Deferred fees, net
 
 (265)
         
 (326)
     
Total loans receivable
 
 581,220
         
 559,925
     
Allowance for loan losses
 
 (5,798)
         
 (7,298)
     
Net loans receivable
$
 575,422
       
$
 552,627
     

 
 
The following table presents information regarding loans acquired and accounted for in accordance with ASC 310-30 (in thousands):

           
 
June 30, 2016
 
December 31, 2015
           
Outstanding Balance
$
 470
 
$
 498
Carrying Amount
$
 470
 
$
 498

There were no material increases or decreases in the expected cash flows of these loans since the acquisition date.  Since December 31, 2014, for loans that were acquired with or without specific evidence of deterioration in credit quality, adjustments to the allowance for loan losses have been accounted for through the allowance for loan loss adequacy calculation.

The Company maintains a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans.  Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers.  Specific loan loss allowances are established for identified losses based on a review of such information.  A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement.  All loans identified as impaired are evaluated independently.  We do not aggregate such loans for evaluation purposes.  Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.  Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring.
 
 
16

 
Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in foreclosed real estate owned on the Consolidated Balance Sheets.  As of June 30, 2016 and December 31, 2015, foreclosed real estate owned totaled $5,414,000 and $2,847,000, respectively.  As of June 30, 2016, included within foreclosed real estate owned is $148,000 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, 2016, the Company has initiated formal foreclosure proceedings on $464,000 of consumer residential mortgages.

The following table shows the amount of loans in each category that were individually and collectively evaluated for impairment at the dates indicated:


                                   
 
Real Estate Loans
                 
                   
Commercial
 
Consumer
     
 
Residential
 
Commercial
 
Construction
 
Loans
 
Loans
 
Total
June 30, 2016
(In thousands)
                                   
  Individually evaluated for impairment
$
 25
 
$
 2,817
 
$
 -
 
$
 -
 
$
 -
 
$
 2,842
Loans acquired with deteriorated credit quality
 
 130
   
 340
   
 -
   
 -
   
 -
   
 470
  Collectively evaluated for impairment
 
 159,717
   
 286,353
   
 17,764
   
 75,835
   
 38,504
   
 578,173
Total Loans
$
 159,872
 
$
 289,510
 
$
 17,764
 
$
 75,835
 
$
 38,504
 
$
 581,485

 
                                   
                                   
 
Real Estate Loans
                 
                   
Commercial
 
Consumer
     
 
Residential
 
Commercial
 
Construction
 
Loans
 
Loans
 
Total
 
(In thousands)
December 31, 2015
                                 
                                   
Individually evaluated for impairment
$
 28
 
$
 8,660
 
$
-
 
$
 42
 
$
-
 
$
 8,730
Loans acquired with deteriorated credit quality
 
 140
   
 358
   
-
   
-
   
-
   
 498
Collectively evaluated for impairment
 
 161,652
   
 270,105
   
 18,987
   
 71,048
   
 29,231
   
 551,023
Total Loans
$
 161,820
 
$
 279,123
 
$
 18,987
 
$
 71,090
 
$
 29,231
 
$
 560,251
 
 
17

 
 
The following table includes the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable.  Also presented are the average recorded investments in the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired.


                 
       
Unpaid
     
 
Recorded
 
Principal
 
Associated
 
Investment
 
Balance
 
Allowance
June 30, 2016
       
 (in thousands)
   
With no related allowance recorded:
               
Real Estate Loans
               
  Residential
$
 155
 
$
 159
 
$
 -
  Commercial
 
 3,083
   
 3,939
   
 -
Subtotal
 
 3,238
   
 4,098
   
 -
With an allowance recorded:
               
Real Estate Loans
               
Commercial
 
 74
   
 1,020
   
 15
Subtotal
 
 74
   
 1,020
   
 15
Total:
               
Real Estate Loans
               
  Residential
 
 155
   
 159
   
 -
  Commercial
 
 3,157
   
 4,959
   
 15
Total Impaired Loans
$
 3,312
 
$
 5,118
 
$
 15
 

 
                 
       
Unpaid
     
 
Recorded
 
Principal
 
Associated
 
Investment
 
Balance
 
Allowance
December 31, 2015
       
 (in thousands)
   
With no related allowance recorded:
               
Real Estate Loans
               
Residential
$
 168
 
$
 173
 
$
 -
Commercial
 
 2,644
   
 4,610
   
 -
Commercial, financial and agriculture
 
 43
   
 43
   
 -
Subtotal
 
 2,855
   
 4,826
   
 -
With an allowance recorded:
               
Real Estate Loans
               
Commercial
 
 6,373
   
 6,446
   
 1,613
Subtotal
 
 6,373
   
 6,446
   
 1,613
Total:
               
Real Estate Loans
               
Residential
 
 168
   
 173
   
 -
Commercial
 
 9,017
   
 11,056
   
 1,613
Commercial, financial and agriculture
 
 43
   
 43
   
 -
Total Impaired Loans
$
 9,228
 
$
 11,272
 
$
 1,613
 
 
18

The following information for impaired loans is presented (in thousands) for the six months ended June 30, 2016 and 2015:

                       
                       
 
Average Recorded
 
Interest Income
 
Investment
 
Recognized
 
2016
 
2015
 
2016
 
2015
                       
Real Estate Loans:
                     
Residential
$
 161
 
$
 232
 
$
 2    
$
 2
Commercial
 
 3,218
   
 11,333
     57      
 465
Total
$
 3,379
 
$
 11,565
 
$
 59    
$
 467

The following information for impaired loans is presented (in thousands) for the three months ended June 30, 2016 and 2015:

                       
                       
 
Average Recorded
 
Interest Income
 
Investment
 
Recognized
 
2016
 
2015
 
2016
 
2015
                       
Real Estate Loans:
                     
Residential
$
 157
 
$
 236
 
$
 1    
$
 1
Commercial
 
 3,146
   
 11,382
     25      
 69
Total
$
 3,303
 
$
 11,618
 
$
 26    
$
 70


Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of financial difficulties experienced by the borrower, who could not obtain comparable terms from alternate financing sources.  As of June 30, 2016, troubled debt restructured loans totaled $1.6 million and resulted in specific reserves of $15,000.  As of December 31, 2015, troubled debt restructured loans totaled $6.8 million and resulted in specific reserves of $1,613,000.  For the period ended June 30, 2016, there were no new loans identified as troubled debt restructurings, and one loan with a balance of $2.5 million was transferred to Foreclosed Real Estate Owned as a result of foreclosure.  During 2016, the Company has recognized write-downs of $2,519,000 on loans that were previously identified as troubled debt restructurings.

 For the period ended June 30, 2015, there was one residential mortgage loan identified as troubled debt restructuring due to the deferral of unpaid principal and interest. The balance of this loan was $5,000 on June 30, 2015.  During the 2015 period, the Company recognized write-downs in the amount of $373,000 on two loans previously identified as troubled debt restructures with a carrying value of $2.3 million as of June 30, 2015.
 
Management uses an eight point internal risk rating system to monitor the credit quality of the overall loan portfolio.  The first four categories are considered not criticized, and are aggregated as "Pass" rated.  The criticized rating categories utilized by management generally follow bank regulatory definitions.  The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification.  Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected.  All loans greater than 90 days past due are considered Substandard.  Any portion of a loan that has been charged off is placed in the Loss category.


19

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight.  Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as non performance, repossession, or death occurs to raise awareness of a possible credit event.  The Company's Loan Review Department is responsible for the timely and accurate risk rating of the loans on an ongoing basis.  Every credit which must be approved by Loan Committee or the Board of Directors is assigned a risk rating at time of consideration.  Loan Review also annually reviews relationships of $1,000,000 and over to assign or re-affirm risk ratings.  Loans in the Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard, Doubtful and Loss within the internal risk rating system as of  June 30, 2016 and December 31, 2015 (in thousands):
                             
                             
       
Special
         
Doubtful
   
 
Pass
 
Mention
 
Substandard
 
           or Loss
 
Total
June 30, 2016
                           
Commercial real estate loans
$
 280,926
 
$
 3,327
 
$
 5,257
 
$
 -
 
$
 289,510
Commercial loans
 
 75,835
   
 -
   
 -
   
 -
   
 75,835
Total
$
 356,761
 
$
 3,327
 
$
 5,257
 
$
 -
 
$
 365,345


                             
                             
       
Special
         
Doubtful
   
 
Pass
 
Mention
 
Substandard
 
           or Loss
 
Total
December 31, 2015
                           
Commercial real estate loans
$
 267,892
 
$
 1,837
 
$
 9,394
 
$
 -
 
$
 279,123
Commercial loans
 
 71,047
   
 -
   
 43
   
 -
   
 71,090
Total
$
 338,939
 
$
 1,837
 
$
 9,437
 
$
 -
 
$
 350,213

 
For residential real estate loans, construction loans and consumer loans, the Company evaluates credit quality based on the performance of the individual credits.  The following table presents the recorded investment in the loan classes based on payment activity as of June 30, 2016 and December 31, 2015 (in thousands):


                 
                 
 
Performing
 
Nonperforming
 
Total
June 30, 2016
               
Residential real estate loans
$
 159,424
 
$
 448
 
$
 159,872
Construction
 
 17,764
   
 -
   
 17,764
Consumer loans
 
 38,504
   
 -
   
 38,504
Total
$
 215,692
 
$
 448
 
$
 216,140


                 
                 
 
Performing
 
Nonperforming
 
Total
December 31, 2015
               
Residential real estate loans
$
 161,380
 
$
 440
 
$
 161,820
Construction
 
 18,987
   
 -
   
 18,987
Consumer loans
 
 29,231
   
 -
   
 29,231
Total
$
 209,598
 
$
 440
 
$
 210,038
 
20


 
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 presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of June 30, 2016 and December 31, 2015 (in thousands):
                                         
                                         
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days Past
Due and still
accruing
 
Non-Accrual
 
Total Past Due
and Non-
Accrual
 
Total Loans
June 30, 2016
                                       
Real Estate loans
                                       
Residential
$
 158,225
 
$
 1,166
 
$
 33
 
$
 -
 
$
 448
 
$
 1,647
 
$
 159,872
Commercial
 
 288,438
   
 327
   
 -
   
 -
   
 745
   
 1,072
   
 289,510
Construction
 
 17,764
   
 -
   
 -
   
 -
   
 -
   
 -
   
 17,764
Commercial  loans
 
 75,780
   
 -
   
 55
   
 -
   
 -
   
 55
   
 75,835
Consumer  loans
 
 38,412
   
 76
   
 16
   
 -
   
 -
   
 92
   
 38,504
Total
$
 578,619
 
$
 1,569
 
$
 104
 
$
 -
 
$
 1,193
 
$
 2,866
 
$
 581,485


                                         
                                         
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days Past
Due and still
accruing
 
Non-Accrual
 
Total Past Due
and Non-
Accrual
 
Total Loans
December 31, 2015
                                       
Real Estate loans
                                       
Residential
$
 160,683
 
$
 646
 
$
 51
 
$
-
 
$
 440
 
$
 1,137
 
$
 161,820
Commercial
 
 272,125
   
 310
   
 39
   
-
   
 6,649
   
 6,998
   
 279,123
Construction
 
 18,959
   
 28
   
 -
   
-
   
 -
   
 28
   
 18,987
Commercial  loans
 
 71,043
   
 4
   
 -
   
-
   
 43
   
 47
   
 71,090
Consumer  loans
 
 29,179
   
 41
   
 11
   
-
   
 -
   
 52
   
 29,231
Total
$
 551,989
 
$
 1,029
 
$
 101
 
$
-
 
$
 7,132
 
$
 8,262
 
$
 560,251

 
The following table presents the allowance for loan losses by the classes of the loan portfolio:


                                   
                                   
(In thousands)
Residential
Real Estate
 
Commercial
Real Estate
 
Construction
 
 Commercial
 
Consumer
 
Total
Beginning balance, December 31, 2015
$
 1,069
 
$
 5,506
 
$
 90
 
$
 397
 
$
 236
 
$
 7,298
Charge Offs
 
 (17)
   
 (2,642)
   
 -
   
 -
   
 (30)
   
 (2,689)
Recoveries
 
 2
   
 2
   
 -
   
 -
   
 35
   
 39
Provision for loan losses
 
 (78)
   
 1,325
   
 (31)
   
 (104)
   
 38
   
 1,150
Ending balance, June 30, 2016
$
 976
 
$
 4,191
 
$
 59
 
$
 293
 
$
 279
 
$
 5,798
Ending balance individually evaluated
for impairment
$
 -
 
$
 15
 
$
 -
 
$
 -
 
$
 -
 
$
 15
Ending balance collectively evaluated
for impairment
$
 976
 
$
 4,176
 
$
 59
 
$
 293
 
$
 279
 
$
 5,783
 
21


 
                                   
                                   
(In thousands)
Residential
Real Estate
 
Commercial
Real Estate
 
Construction
 
 Commercial
 
Consumer
 
Total
Beginning balance, March 31, 2016
$
 1,077
 
$
 5,758
 
$
 109
 
$
 446
 
$
 252
 
$
 7,642
Charge Offs
 
 (17)
   
 (2,513)
   
 -
   
 -
   
 (23)
   
 (2,553)
Recoveries
 
 1
   
 -
   
 -
   
 -
   
 8
   
 9
Provision for loan losses
 
 (85)
   
 946
   
 (50)
   
 (153)
   
 42
   
 700
Ending balance, June 30, 2016
$
 976
 
$
 4,191
 
$
 59
 
$
 293
 
$
 279
 
$
 5,798

 
                                   
                                   
(In thousands)
Residential
Real Estate
 
Commercial
Real Estate
 
Construction
 
 Commercial
 
Consumer
 
Total
Beginning balance, December 31, 2014
$
 1,323
 
$
 3,890
 
$
 222
 
$
 256
 
$
 184
 
$
 5,875
Charge Offs
 
 (113)
   
 (827)
   
 -
   
 -
   
 (43)
   
 (983)
Recoveries
 
 4
   
 -
   
-
   
-
   
 11
   
 15
Provision for loan losses
 
 (129)
   
 1,089
   
 (125)
   
 149
   
 56
   
 1,040
Ending balance, June 30, 2015
$
 1,085
 
$
 4,152
 
$
 97
 
$
 405
 
$
 208
 
$
 5,947
Ending balance individually evaluated
for impairment
$
 -
 
$
 802
 
$
 -
 
$
 -
 
$
 -
 
$
 802
Ending balance collectively evaluated
for impairment
$
 1,085
 
$
 3,350
 
$
 97
 
$
 405
 
$
 208
 
$
 5,145


                                   
                                   
(In thousands)
Residential
Real Estate
 
Commercial
Real Estate
 
Construction
 
 Commercial
 
Consumer
 
Total
Beginning balance, March 31, 2015
$
 1,353
 
$
 3,994
 
$
 115
 
$
 353
 
$
 192
 
$
 6,007
Charge Offs
 
 (26)
   
 (434)
   
 -
   
 -
   
 (28)
   
 (488)
Recoveries
 
 2
   
 -
   
 -
   
 -
   
 6
   
 8
Provision for loan losses
 
 (244)
   
 592
   
 (18)
   
 52
   
 38
   
 420
Ending balance, June 30, 2015
$
 1,085
 
$
 4,152
 
$
 97
 
$
 405
 
$
 208
 
$
 5,947
 
 
The Company's primary business activity as of June 30, 2016 and December 31, 2015 is with customers located in northeastern Pennsylvania. Accordingly, the Company has extended credit primarily to commercial entities and individuals in this area whose ability to honor their contracts is influenced by the region's economy.

As of June 30, 2016, the Company considered its concentration of credit risk to be acceptable.  The highest concentrations are in commercial rentals with $51.4 million of loans outstanding, or 8.8% of total loans outstanding, and the hospitality/lodging industry with loans outstanding of $50.4 million, or 8.7% of loans outstanding.  During 2016, the Company recognized a write down of $3,000 in the named concentrations.

Gross realized gains and gross realized losses on sales of residential mortgage loans were $54,000 and $0, respectively, in the first six months of 2016 compared to $40,000 and $0, respectively, in the same period in 2015.  The proceeds from the sales of residential mortgage loans totaled $1.7 million and $1.8 million for the six months ended June 30, 2016 and 2015, respectively.

Gross realized gains and gross realized losses on sales of residential mortgage loans were $22,000 and $0, respectively, for the three months ended June 30, 2016 compared to $16,000 and $0, respectively, in the same period in 2015.  The proceeds from the sales of residential mortgage loans totaled $726,000 and $1.0 million for the three months ended June 30, 2016 and 2015, respectively. 
22


8.         Fair Value Measurements

Fair value estimates are based on quoted market prices, if available, quoted market prices of similar assets or liabilities, or the present value of expected future cash flows and other valuation techniques.  These valuations are significantly affected by discount rates, cash flow assumptions and risk assumptions used.  Therefore, fair value estimates may not be substantiated by comparison to independent markets and are not intended to reflect the proceeds that may be realizable in an immediate settlement of the instruments.

Fair value is determined at one point in time and is not representative of future value.  These amounts do not reflect the total value of a going concern organization.  Management does not have the intention to dispose of a significant portion of its assets and liabilities and therefore, the unrealized gains or losses should not be interpreted as a forecast of future earnings and cash flows.

The following is a discussion of assets and liabilities measured at fair value on a recurring basis and valuation techniques applied:

Securities:

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities' relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management's best estimate is used. Management's best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.
 
Impaired loans (generally carried at fair value):

The Company measures impairment 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, or discounted cash flows based upon the lowest level of input that is significant to the fair value measurements.

Foreclosed real estate owned (carried at fair value):

Real estate properties acquired through, or in lieu of loan foreclosure are to be sold and are carried at fair value less estimated cost to sell.  Fair value is based upon independent market prices, appraised value of the collateral or management's estimation of the value of the collateral.  These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.

 
23


For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2016 and December 31, 2015 are as follows:
 
                         
                         
   
Fair Value Measurement Using
   
Reporting Date
                         
                         
Description
 
Total
 
Level 1
 
Level 2
 
Level 3
   
(In thousands)
                         
June 30, 2016
                       
Available for Sale:
                       
States and political subdivisions
 
$
 58,349
 
$
 -
 
$
 58,349
 
$
 -
Corporate obligations
   
 3,328
   
 -
   
 3,328
   
 -
Mortgage-backed securities-government
                       
  sponsored agencies
   
 67,691
   
 -
   
 67,691
   
 -
Equity securities-financial services
   
 353
   
 353
   
 -
   
 -
Total
 
$
 129,721
 
$
 353
 
$
 129,368
 
$
 -
                         
                         
Description
 
Total
 
Level 1
 
Level 2
 
Level 3
   
(In thousands)
                         
December 31, 2015
                       
Available for Sale:
                       
U.S. Government agencies
 
$
 9,169
 
$
 -
 
$
 9,169
 
$
 -
States and political subdivisions
   
 60,755
   
 -
   
 60,755
   
 -
Corporate obligations
   
 4,974
   
 -
   
 4,974
   
 -
Mortgage-backed securities-government
                       
  sponsored agencies
   
 63,569
   
 -
   
 63,569
   
 -
Equity securities-financial services
   
 384
   
 384
   
 -
   
 -
Total
 
$
 138,851
 
$
 384
 
$
 138,467
 
$
 -
 
 
For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2016 and December 31, 2015 are as follows:

                         
                         
         
Fair Value Measurement Reporting Date using Reporting Date
                         
(In thousands)
                       
                         
Description
 
Total
 
 Level 1
 
Level 2
 
Level 3
June 30, 2016
                       
Impaired Loans
 
$
 3,297
 
$
 -
 
$
 -
 
$
 3,297
Foreclosed Real Estate Owned
   
 5,414
   
 -
   
 -
   
 5,414
                         
                         
December 31, 2015
                       
Impaired Loans
 
$
 7,615
 
$
 -
 
$
 -
 
$
 7,615
Foreclosed Real Estate Owned
   
 2,847
   
 -
   
 -
   
 2,847
 
 
24

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

               
               
   
Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands)
Fair Value Estimate
 
Valuation
Techniques
Unobservable
Input
 
Range (Weighted Average)
June 30, 2016
             
Impaired loans
$
 1,709
 
Appraisal of
collateral(1)
Appraisal
adjustments(2)
 
10% (10%)
Impaired loans
$
 1,588
 
Present value of
future cash flows
Loan discount rate
 
4 - 6.75% (5.46%)
               
Foreclosed real estate owned
$
 5,414
 
Appraisal of
collateral(1)
Liquidation
Expenses(2)
 
0 - 20% (14.20%)

               
               
 
Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands)
Fair Value Estimate
 
Valuation
Techniques
Unobservable
Input
 
Range (Weighted Average)
December 31, 2015
             
Impaired loans
$
 2,574
 
Appraisal of
collateral(1)
Appraisal
adjustments(2)
 
10% (10%)
Impaired loans
$
 5,041
 
Present value of
future cash flows
Loan discount rate
 
4-7% (5.61%)
               
Foreclosed real estate owned
$
 2,847
 
Appraisal of
collateral(1)
Liquidation
Expenses(2)
 
10% (10%)
 
 
(1)
Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable, less any associated allowance.
(2)
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.  The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company's assets and liabilities.  Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company's disclosures and those of other companies may not be meaningful.  The following methods and assumptions were used to estimate the fair values of the Company's financial instruments at June 30, 2016 and December 31, 2015.

Cash and cash equivalents (carried at cost):
The carrying amounts reported in the consolidated balance sheet for cash and short-term instruments approximate those assets' fair values.
 
 
25

Securities:
The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities' relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management's best estimate is used. Management's best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.

Loans receivable (carried at cost):
The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Impaired loans (generally carried at fair value):
The Company measures impairment 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, or discounted cash flows based upon the lowest level of input that is significant to the fair value measurements.

As of June 30, 2016, the fair value investment in impaired loans totaled $3,297,000 which included one loan for $74,000 for which a valuation allowance of $15,000 had been provided based on the estimated value of the collateral, and twelve loans for $3,238,000 which did not require a valuation allowance since the estimated realizable value of the collateral exceeded the recorded investment in the loan.  As of June 30, 2016, the Company has recognized charge-offs against the allowance for loan losses on these impaired loans in the amount of $1,806,000 over the life of the loans.

As of December 31, 2015, the fair value investment in impaired loans totaled $7,615,000 which included three loans for $6,373,000 for which a valuation allowance of $1,613,000 had been provided based on the estimated value of the collateral or the present value of estimated cash flows, and seventeen loans for $2,855,000 which did not require a valuation allowance since the estimated realizable value of the collateral exceeded the recorded investment in the loan.  As of December 31, 2015, the Company had recognized charge-offs against the allowance for loan losses on these impaired loans in the amount of $2,044,000 over the life of the loans.

Mortgage servicing rights (generally carried at cost)
The Company utilizes a third party provider to estimate the fair value of certain loan servicing rights.  Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation.

Foreclosed real estate owned (carried at fair value):
Real estate properties acquired through, or in lieu of loan foreclosure are to be sold and are carried at fair value less estimated cost to sell. Fair value is based upon independent market prices, appraised value of the collateral or management's estimation of the value of the collateral. These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.
 
26


 
Regulatory stock (carried at cost):
The Company, as a member of the Federal Home Loan Bank (FHLB) system is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula. This regulatory stock has no quoted market value and is carried at cost.

Bank owned life insurance (carried at cost):
The fair value is equal to the cash surrender value of the Bank owned life insurance.

Accrued interest receivable and payable (carried at cost):
The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposit liabilities (carried at cost except certificates of deposit which are at fair value):
The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term borrowings (carried at cost):
The carrying amounts of short-term borrowings approximate their fair values.

Other borrowings (carried at cost):
Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Off-balance sheet financial instruments (disclosed at cost):
Fair values for the Company's off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties' credit standing.

The estimated fair values of the Bank's financial instruments were as follows at June 30, 2016 and December 31, 2015. (In thousands)
                             
                             
 
Fair Value Measurements at June 30, 2016
 
Carrying Amount
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial assets:
                           
Cash and cash equivalents
$
 12,615
 
$
 12,615
 
$
 12,615
 
$
 -
 
$
 -
Securities
 
 129,721
   
 129,721
   
 353
   
 129,368
   
 -
Loans receivable, net
 
 575,422
   
 578,725
   
 -
   
 -
   
 578,725
Mortgage servicing rights
 
 255
   
 260
   
 -
   
 -
   
 260
Regulatory stock
 
 2,228
   
 2,228
   
 2,228
   
 -
   
 -
Bank owned life insurance
 
 19,082
   
 19,082
   
 19,082
   
 -
   
 -
Accrued interest receivable
 
 2,289
   
 2,289
   
 2,289
   
 -
   
 -
                             
 
 
27

 

Financial liabilities:
                           
Deposits
 
 584,259
   
 584,515
   
 388,105
   
 -
   
 196,410
Short-term borrowings
 
 38,100
   
 38,100
   
 38,100
   
 -
   
 -
Other borrowings
 
 36,579
   
 36,896
   
 -
   
 -
   
 36,896
Accrued interest payable
 
 891
   
 891
   
 891
   
 -
   
 -
                             
Off-balance sheet financial instruments:
                           
Commitments to extend credit and
outstanding letters of credit
 
 -
   
 -
   
 -
   
 -
   
 -


                             
                             
 
Fair Value Measurements at December 31, 2015
 
Carrying Amount
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial assets:
                           
Cash and cash equivalents
$
 10,010
 
$
 10,010
 
$
 10,010
 
$
 -
 
$
 -
Securities
 
 138,851
   
 138,851
   
 384
   
 138,467
   
 -
Loans receivable, net
 
 552,627
   
 559,416
   
 -
   
 -
   
 559,416
Mortgage servicing rights
 
 261
   
 291
   
 -
   
 -
   
 291
Regulatory stock
 
 3,412
   
 3,412
   
 3,412
   
 -
   
 -
Bank owned life insurance
 
 18,820
   
 18,820
   
 18,820
   
 -
   
 -
Accrued interest receivable
 
 2,363
   
 2,363
   
 2,363
   
 -
   
 -
                             
Financial liabilities:
                           
Deposits
 
 550,909
   
 551,175
   
 354,162
   
 -
   
 197,013
Short-term borrowings
 
 53,235
   
 53,235
   
 53,235
   
 -
   
 -
Other borrowings
 
 41,126
   
 41,260
   
 -
   
 -
   
 41,260
Accrued interest payable
 
 957
   
 957
   
 957
   
 -
   
 -
                             
Off-balance sheet financial instruments:
                           
 Commitments to extend credit and
outstanding letters of  credit
 
 -
   
 -
   
 -
   
 -
   
 -


9. New and Recently Adopted Accounting Pronouncements

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

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40).  The amendments in this Update provide guidance in accounting principles generally accepted in the United States of America about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote
 
28


disclosures.  The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.  This Update is not expected to have a significant impact on the Company's financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30), as part of its initiative to reduce complexity in accounting standards.  To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.  For public business entities, the amendments in this Update are effective for

In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30), as part of its initiative to reduce complexity in accounting standards.  To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.  For public business entities, the amendments in this Update are effective for
financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016.  An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. This Update is not expected to have a significant impact on the Company's financial statements.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contract with Customers (Topic 606). The amendments in this Update defer the effective date of ASU 2014-09 for all entities by one year.  Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.  All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019.  The Company is evaluating the effect of adopting this new accounting Update.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.  The amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position.  For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after   December 15, 2018.  Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period.  The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. This Update is not expected to have a significant impact on the Company's financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10):  Recognition and Measurement of Financial Assets and Financial Liabilities.  This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments.  Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an
 
29

entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets.  For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  For all other entities, including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).  The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet.  A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise.  For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis.  For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years.  For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020.  The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period.  The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.

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

In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815).  The amendments apply to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. The amendments in this Update clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt host. An entity performing the assessment under the amendments in this Update is required to assess the embedded call (put) options solely
 
 
30


 
in accordance with the four-step decision sequence. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. For entities other than public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. This Update is not expected to have a significant impact on the Company's financial statements.
 
In March 2016, the FASB issued ASU 2016-07, Investments Equity Method and Joint Ventures (Topic 323).  The Update affects all entities that have an investment that becomes qualified for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence. The amendments in this Update eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments in this Update require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted. This Update is not expected to have a significant impact on the Company's financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). The amendments in this Update affect all entities that issue share-based payment awards to their employees. The standards in this Update provide simplification for several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as with equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. In addition to those simplifications, the amendments eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. This should not result in a change in practice because the guidance that is being superseded was never effective. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after    December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period. The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.

In May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivative and Hedging (Topic 815), which rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016, Emerging Issues Task Force meeting.  This Update did not have a significant impact on the Company's financial statements.

31

 
In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606), which among other things clarifies the objective of the collectability criterion in Topic 606, as well as certain narrow aspects of Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. This Update is not expected to have a significant impact on the Company's financial statements.
 
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which changes the impairment model for most financial assets. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.  The underlying premise of the ASU is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management's current estimate of credit losses that are expected to occur over the remaining life of a financial asset.  The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted.  The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.

10.  Acquisition of Delaware Bancshares, Inc.

  On July 31, 2016, Norwood Financial Corp. (the "Company") completed its acquisition of Delaware Bancshares, Inc. ("Delaware")  pursuant to the terms of the Agreement and Plan of Merger, dated March 10, 2016, by and among the Company, Wayne Bank, Delaware and the National Bank of Delaware County (the "Merger Agreement").  As of June 30, 2016, Delaware had on a consolidated basis total assets of $378.3 million, total deposits of $327.5 million and total shareholders' equity of $24.1 million.

Pursuant to the terms of the Merger Agreement, Delaware was merged with and into the Company, with the Company as the surviving corporation of the merger (the "Merger").  At the effective time of the Merger, each outstanding share of the common stock of Delaware was converted into, at the election of the holder but subject to the limitations and allocation and proration provisions set forth in the Merger Agreement, either $16.68 in cash or 0.6221 of a share of the common stock, par value $0.10 per share (the "Common Stock") of the Registrant.  In the aggregate, the merger consideration paid to Delaware shareholders will consist of approximately $3,859,000 in cash and 431,605 shares of Norwood common stock.  Immediately following the Merger, The National Bank of Delaware County was merged with and into Wayne Bank, a wholly-owned subsidiary of the Company, with Wayne Bank as the surviving entity.

In connection with the Merger, the Company assumed the obligations of Delaware under the Indenture, dated as of October 31, 2007, by and between Delaware, as issuer, and Wells Fargo Bank, National Association, as trustee (the "Indenture") and Delaware's Junior Subordinated Debt Securities, due January 1, 2038 (the "Debt Securities") issued thereunder.  The Debt Securities were issued by Delaware in connection with a private placement completed on October 31, 2007 of $8.0 million of trust preferred securities issued through the
 

32

 
 
Delaware Bancshares Capital Trust I (the "Trust").  The trust preferred securities require quarterly distributions and bear interest at a variable rate equal to LIBOR plus 2.4% per annum.  The trust preferred securities mature on January 1, 2038 and are redeemable, in whole or in part, without penalty, on or after January 1, 2013 and on any January 1, April 1, July 1 or October 1 thereafter.

The proceeds from the initial sale of the trust preferred securities on October 31, 2007 were used by the Trust to purchase the Debt Securities.  The Debt Securities bear interest at a variable rate which resets quarterly at LIBOR plus 2.4%, and are redeemable, in whole or in part, without penalty, at the option of the Company, beginning on January 1, 2013 and on any January 1, April 1, July 1 or October 1 thereafter.  The interest payments on the Debt Securities made by the Company will be used to pay the quarterly distributions payable by the Trust to the holders of the trust preferred securities.

33

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

Forward-Looking Statements
 
The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words "believes," "anticipates," "contemplates," "expects," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties are as follows:

     
 
our ability to realize the anticipated benefits from our acquisition of Delaware Bancshares, Inc.
 
possible future impairment of intangible assets
 
our ability to effectively manage future growth
 
loan losses in excess of our allowance
 
risks inherent in commercial lending
 
real estate collateral which is subject to declines in value
 
potential other-than-temporary impairments
 
higher deposit insurance premiums
 
soundness of other financial institutions
 
increased compliance burden under new financial reform legislation
 
current market volatility
 
potential liquidity risk
 
availability of capital
 
regional economic factors
 
loss of senior officers
 
comparatively low legal lending limits
 
risks of new capital requirements
 
limited market for the Company's stock
 
restrictions on ability to pay dividends
 
common stock may lose value
 
competitive environment
 
issuing additional shares may dilute ownership
 
extensive and complex governmental regulation and associated cost
 
interest rate risks
 
cybersecurity

Norwood Financial Corp. undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Critical Accounting Policies

Note 2 to the Company's consolidated financial statements for the year ended December 31, 2015 (incorporated by reference in Item 8 of the Form 10-K) lists significant accounting policies used in the development and presentation of its financial statements.  This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors that are necessary for an understanding and evaluation of the Company and its results of operations.

34

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, the fair value of financial instruments, the determination of goodwill impairment and the determination of other-than-temporary impairment on securities.  Please refer to the discussion of the allowance for loan losses calculation under "Loans" in the "Changes in Financial Condition" section.

The Company uses the modified prospective transition method to account for stock options.  Under this method companies are required to record compensation expense, based on the fair value of options over the vesting period.  Restricted shares vest over a five year period.  The product of the number of shares granted and the grant date market price of the Company's common stock determines the fair value of restricted stock.

Deferred income taxes reflect temporary differences in the recognition of the revenue and expenses for tax reporting and financial statement purposes, principally because certain items are recognized in different periods for financial reporting and tax return purposes.  Although realization is not assured, the Company believes that it is more likely than not that all deferred tax assets will be realized.

Bonds, notes and debentures for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the term of the security.

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each Consolidated Balance Sheet date.

Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses.  In estimating other-than-temporary impairment losses, the Company considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent of the Company to not sell the securities and it is more likely than not that it will not have to sell the securities before recovery of their cost basis.  The Company believes that the unrealized loss on all other securities at June 30, 2016 and December 31, 2015 represent temporary impairment of the securities, related to changes in interest rates.

The Company, as a member of the Federal Home Loan Bank (FHLB) system, is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula.  This restricted stock has no quoted market value and is carried at cost.

Management evaluates the restricted stock for impairment. Management's determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB.

Management considered that the FHLB's regulatory capital ratios have increased from prior years, liquidity appears adequate, and the new shares of FHLB stock continue to change hands at the $100 par value.  Management believes no impairment charge is necessary related to FHLB stock as of June 30, 2016.

35


In connection with the acquisition of North Penn Bancorp, Inc. ("North Penn"), the Company recorded goodwill in the amount of $9.7 million, representing the excess of amounts paid over the fair value of net assets of the institution acquired in a purchase transaction, at its fair value at the date of acquisition.  Goodwill is tested and deemed impaired when the carrying value of goodwill exceeds its implied fair value.  The value of the goodwill can change in the future.  We expect the value of the goodwill to decrease if there is a significant decrease in the franchise value of the Company or the Bank.  If an impairment loss is determined in the future, we will reflect the loss as an expense for the period in which the impairment is determined, leading to a reduction of our net income for that period by the amount of the impairment loss.

Changes in Financial Condition

General

Total assets as of June 30, 2016 were $767.8 million compared to $750.5 million as of December 31, 2015, an increase of $17.3 million due primarily to an increase of $21.3 million in loans receivable.

Securities

The fair value of securities available for sale as of June 30, 2016 was $129.7 million compared to $138.8 million as of December 31, 2015.  The Company purchased $26.8 million of securities principally using the proceeds from $39.3 million of sales, calls, maturities and principal reductions of securities.

The carrying value of the Company's securities portfolio (Available-for Sale) consisted of the following:
                       
                       
 
June 30, 2016
   
December 31, 2015
 
(dollars in thousands)
 
Amount
 
% of portfolio
     
Amount
 
% of portfolio
 
                       
U.S. Government agencies
$
 -
 
 -
%
 
$
 9,169
 
 6.6
%
States and political subdivisions
 
 58,349
 
 45.0
     
 60,755
 
 43.8
 
Corporate obligations
 
 3,328
 
 2.5
     
 4,974
 
 3.5
 
Mortgage-backed securities-
                     
  government sponsored entities
 
 67,691
 
 52.2
     
 63,569
 
 45.8
 
Equity securities-financial services
 
 353
 
 0.3
     
 384
 
 0.3
 
  Total
$
 129,721
 
 100.0
%
 
$
 138,851
 
 100.0
%

The Company has securities in an unrealized loss position.  In management's opinion, the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities.  Management believes that the unrealized losses on all holdings represent temporary impairment of the securities, as the Company has the intent and ability to hold these investments until maturity or market price recovery.

Loans

Loans receivable totaled $581.2 million at June 30, 2016 compared to $559.9 million as of December 31, 2015.  The $21.3 million increase recorded in the six-month period ending June 30, 2016 was attributed to a $10.4 million increase in commercial real estate loans and a $9.3 million increase in consumer loans.  Other commercial loans increased $4.7 million during the period while residential mortgage loans and construction loans decreased $3.2 million, net.

36

The allowance for loan losses totaled $5,798,000 as of June 30, 2016 and represented 1.00% of total loans outstanding, compared to $7,298,000, or 1.30% of total loans, at December 31, 2015, and $5,947,000, or 1.10% of total loans, as of June 30, 2015.  The Company had net charge-offs for the six months ended June 30, 2016 of $2,650,000 compared to $968,000 in the corresponding period in 2015.  Included in the 2016 total is $2,419,000 related to one relationship that was foreclosed on during the second quarter of 2016.  The Company's loan review process assesses the adequacy of the allowance for loan losses on a quarterly basis.  The process includes an analysis of the risks inherent in the loan portfolio.  It includes an analysis of impaired loans and a historical review of credit losses by loan type.  Other factors considered include:  concentration of credit in specific industries, economic and industry conditions, trends in delinquencies and loan classifications, large dollar exposures and loan growth.  Management considers the allowance adequate at June 30, 2016 based on the Company's criteria.  However, there can be no assurance that the allowance for loan losses will be adequate to cover significant losses, if any, that might be incurred in the future.

As of June 30, 2016, non-performing loans totaled $1.2 million, or 0.21% of total loans compared to $7.1 million, or 1.27% of total loans at December 31, 2015. At June 30, 2016, non-performing assets totaled $6.6 million, or 0.86%, of total assets compared to $10.0 million, or 1.33%, of total assets at December 31, 2015.  The decrease in non-performing assets principally reflects payments and write-downs on loans carried in nonaccrual assets.  The decrease in non-performing loans includes payments and write-downs on loans carried in nonaccrual status, as well as the transfer of one loan relationship to foreclosed real estate which had a carrying value of $5,015,000 at December 31, 2015.

         The following table sets forth information regarding non-performing loans and foreclosed real estate at the dates indicated:
             
             
(dollars in thousands)
June 30, 2016
 
December 31, 2015
 
Loans accounted for on a non-accrual basis:
           
Real Estate
           
     Residential
$
 448
 
$
 440
 
     Commercial
 
 745
   
 6,649
 
Commercial, financial and agricultural
 
 -
   
 43
 
Total non-accrual loans *
 
 1,193
   
 7,132
 
             
Accruing loans which are contractually
           
past due 90 days or more
 
 -
   
 -
 
Total non-performing loans
 
 1,193
   
 7,132
 
Foreclosed real estate
 
 5,414
   
 2,847
 
Total non-performing assets
$
 6,607
 
$
 9,979
 
Allowance for loans losses
$
 5,798
 
$
 7,298
 
Coverage of non-performing loans
 
 486.00
%
 
 102.33
%
Non-performing loans to total loans
 
 0.21
%
 
 1.27
%
Non-performing loans to total assets
 
 0.16
%
 
 0.95
%
Non-performing assets to total assets
 
0.86
%
 
 1.33
%

*Includes non-accrual TDRs of $568,000 as of June 30, 2016 and $5.7 million on December 31, 2015. The Company also had $1.0 million of accruing TDRs on June 30, 2016 and December 31, 2015.


37

Deposits

During the period, total deposits increased $33.3 million due primarily to a $13.9 million increase in non-interest bearing demand deposits and a $13.7 million net increase in NOW and money market accounts.  All other deposit products increased $5.7 million, net.

         The following table sets forth deposit balances as of the dates indicated:

           
           
(dollars in thousands)
June 30, 2016
 
December 31, 2015
           
Non-interest bearing demand
$
 121,743
 
$
 107,814
Interest bearing demand
 
 58,135
   
 52,040
Money market deposit accounts
 
 126,646
   
 119,028
Savings
 
 81,582
   
 75,280
Time deposits <$100,000
 
 120,617
   
 121,211
Time deposits >$100,000
 
 75,536
   
 75,536
           
Total
$
 584,259
 
$
 550,909

Borrowings

Short-term borrowings as of June 30, 2016 totaled $38.1 million compared to $53.2 million as of December 31, 2015.  Short-term borrowings, which consist of securities sold under agreements to repurchase and overnight borrowings from the FHLB, decreased $15.1 million due to a reduction in overnight borrowings.

Other borrowings consisted of the following:

(dollars in thousands)

           
           
 
June 30, 2016
 
December 31, 2015
Notes with the FHLB:
         
Convertible note due January 2017 at 4.71%
$
 10,000
 
$
 10,000
Amortizing fixed rate borrowing due December 2017 at 1.275%
 
 6,019
   
 8,000
Amortizing fixed rate borrowing due January 2018 at 0.91%
 
 965
   
 1,267
Amortizing fixed rate borrowing due December 2018 at 1.425%
 
 2,035
   
 2,434
Amortizing fixed rate borrowing due June 2020 at 1.490%
 
 8,059
   
 9,033
Amortizing fixed rate borrowing due December 2020 at 1.706%
 
 4,519
   
 5,000
Amortizing fixed rate borrowing due March 2022 at 1.748%
 
 4,982
   
 5,392
 
$
 36,579
 
$
 41,126

The convertible note contains an option which allows the FHLB, at quarterly intervals to change the note to an adjustable-rate advance at three month LIBOR plus 17 basis points.  If the note is converted, the option allows the Bank to put the funds back to the FHLB at no charge.

38



Stockholders' Equity and Capital Ratios

As of June 30, 2016, stockholders' equity totaled $104.6 million, compared to $101.0 million as of December 31, 2015.   The net change in stockholders' equity included $3.8 million of net income that was partially offset by $2.3 million of dividends declared, and a $447,000 decrease due to a reduction in Treasury Stock, and a $143,000 increase due to the exercise and vesting of stock options.  In addition, total equity increased $2.3 million due to an increase in the fair value of securities in the available for sale portfolio, net of tax.  This increase in fair value is the result of a change in interest rates and spreads, which may impact the value of the securities. Because of interest rate volatility, the Company's accumulated other comprehensive income could materially fluctuate for each interim and year-end period.

A comparison of the Company's consolidated regulatory capital ratios is as follows:
 
       
       
 
June 30, 2016
 
December 31, 2015
Tier 1 Capital
     
(To average assets)
12.23%
 
12.40%
Tier 1 Capital
     
(To risk-weighted assets)
15.64%
 
15.86%
Common Equity Tier 1 Capital
     
(To risk-weighted assets)
15.64%
 
15.86%
Total Capital
     
(To risk-weighted assets)
16.62%
 
17.09%

Effective January 1, 2015, the Company and the Bank became subject to new regulatory capital rules, which, among other things, impose a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), set the minimum leverage ratio for all banking organizations at a uniform 4% of total assets, increase the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assign a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property.  The new rules also require unrealized gains and losses on certain "available-for-sale" securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt out is exercised which the Company and the Bank have done.  The final rule limits a banking organization's dividends, stock repurchases and other capital distributions, and certain discretionary bonus payments to executive officers, if the banking organization does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above regulatory minimum risk-based requirements. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.  The Company and the Bank are in compliance with their respective new capital requirements, including the capital conservation buffer, as of June 30, 2016.

Liquidity

As of June 30, 2016, the Company had cash and cash equivalents of $12.6 million in the form of cash, due from banks and short-term deposits with other institutions.  In addition, the Company had total securities available for sale of $129.7 million which could be used for liquidity needs.  This totals $142.3 million of liquidity and represents 18.5% of total assets compared to $148.9 million and 19.8% of total assets as of December 31, 2015.  The Company also monitors other liquidity measures, all of which were within the Company's policy guidelines as of June 30, 2016 and December 31, 2015.  Based upon these measures, the Company believes its liquidity is adequate.
 
39


Capital Resources

The Company has a line of credit commitment from Atlantic Community Bankers Bank for $7,000,000 which expires June 30, 2017.  There were no borrowings under this line as of June 30, 2016 and December 31, 2015.

The Company has a line of credit commitment available which has no stated expiration date from PNC Bank for $16,000,000.  There were no borrowings under this line as of June 30, 2016 and December 31, 2015.

The Company has a line of credit commitment available which has no stated expiration date from Zions Bank for $17,000,000.  There were no borrowings under this line as of June 30, 2016 and December 31, 2015.

The Bank's maximum borrowing capacity with the Federal Home Loan Bank was approximately $256,500,000 as of June 30, 2016, of which $36,579,000 and $60,798,000 was outstanding at June 30, 2016 and December 31, 2015, respectively.  Advances from the Federal Home Loan Bank are secured by qualifying assets of the Bank.

Non-GAAP Financial Measures

This report contains or references fully taxable-equivalent (fte) interest income and net interest income, which are non-GAAP financial measures.  Interest income (fte) and net interest income (fte) are derived from GAAP interest income and net interest income using an assumed tax rate of 34%.  We believe the presentation of interest income (fte) and net interest income (fte) ensures comparability of interest income and net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.  Net interest income (fte) is reconciled to GAAP net interest income on pages 41 and 45.  Although the Company believes that these non-GAAP financial measures enhance investors' understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP measures.
40



Results of Operations
NORWOOD FINANCIAL CORP.
Consolidated Average Balance Sheets with Resultant Interest and Rates
                                   
                                   
(Tax-Equivalent Basis, dollars in thousands)
Three Months Ended June 30,
 
2016
 
2015
 
Average
     
Average
 
Average
     
Average
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
 
(2)
 
(1)
 
(3)
 
(2)
 
(1)
 
(3)
Assets
                                 
Interest-earning assets:
                                 
  Interest bearing deposits with banks
$
 4,339
 
$
 6
   
    0.55%
 
$
 12,626
 
$
 8
   
  0.25%
   Securities available for sale:
                                 
     Taxable
 
 81,490
   
 435
   
 2.14
   
 97,133
   
 484
   
1.99
     Tax-exempt (1)
 
 58,262
   
 670
   
 4.60
   
 60,437
   
 708
   
4.69
        Total securities available for sale (1)
 
 139,752
   
 1,105
   
 3.16
   
 157,570
   
 1,192
   
3.03
     Loans receivable (1) (4) (5)
 
 569,923
   
 6,487
   
 4.55
   
 524,335
   
 6,022
   
4.59
        Total interest-earning assets
 
 714,014
   
 7,598
   
 4.26
   
 694,531
   
 7,222
   
4.16
Non-interest earning assets:
                                 
   Cash and due from banks
 
 8,613
               
 8,481
           
   Allowance for loan losses
 
 (7,047)
               
 (6,182)
           
   Other assets
 
 48,492
               
 44,914
           
        Total non-interest earning assets
 
 50,058
               
 47,213
           
Total Assets
$
 764,072
             
$
 741,744
           
Liabilities and Stockholders' Equity
                                 
Interest-bearing liabilities:
                                 
   Interest bearing demand and money market
$
 181,171
 
$
 77
   
 0.17
 
$
 180,106
 
$
 76
   
0.17
   Savings
 
 79,690
   
 9
   
 0.05
   
 75,066
   
 9
   
0.05
   Time
 
 195,710
   
 494
   
 1.01
   
 217,284
   
 533
   
0.98
      Total interest-bearing deposits
 
 456,571
   
 580
   
 0.51
   
 472,456
   
 618
   
0.52
Short-term borrowings
 
 45,631
   
 38
   
 0.33
   
 29,350
   
 16
   
0.22
Other borrowings
 
 37,669
   
 222
   
 2.36
   
 30,598
   
 199
   
2.60
   Total interest-bearing liabilities
 
 539,871
   
 840
   
 0.62
   
 532,404
   
 833
   
0.63
Non-interest bearing liabilities:
                                 
   Demand deposits
 
 116,072
               
 104,127
           
   Other liabilities
 
 4,385
               
 4,226
           
      Total non-interest bearing liabilities
 
 120,457
               
 108,353
           
   Stockholders' equity
 
 103,744
               
 100,987
           
Total Liabilities and Stockholders' Equity
$
 764,072
             
$
 741,744
           
                                   
Net interest income (tax equivalent basis)
       
 6,758
   
  3.63%
         
 6,389
   
  3.53%
Tax-equivalent basis adjustment
       
 (364)
               
 (340)
     
Net interest income
     
$
 6,394
             
$
 6,049
     
Net interest margin (tax equivalent basis)
             
  3.79%
               
  3.68%

(1)
Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 34%.
(2)
Average balances have been calculated based on daily balances.
(3)
Annualized
(4)
Loan balances include non-accrual loans and are net of unearned income.
(5)
Loan yields include the effect of amortization of deferred fees, net of costs.

41


Rate/Volume Analysis.  The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.
                 
                 
 
Increase/(Decrease)
 
Three months ended June 30, 2106  Compared to
 
Three months ended June 30, 2015
 
Variance due to
 
Volume
 
Rate
 
Net
                 
 
(dollars in thousands)
                 
Interest earning assets:
               
Interest bearing deposits with banks
$
 (6)
 
$
 4
 
$
 (2)
Securities available for sale:
               
Taxable
 
 (81)
   
 32
   
 (49)
Tax-exempt securities
 
 (25)
   
 (13)
   
 (38)
Total securities
 
 (106)
   
 19
   
 (87)
Loans receivable
 
 522
   
 (57)
   
 465
Total interest earning assets
 
 410
   
 (34)
   
 376
                 
Interest bearing liabilities:
               
Interest-bearing demand and money market
 
 1
   
 -
   
 1
Savings
 
 -
   
 -
   
 -
Time
 
 (54)
   
 15
   
 (39)
Total interest bearing deposits
 
 (53)
   
 15
   
 (38)
Short-term borrowings
 
 11
   
 11
   
 22
Other borrowings
 
 45
   
 (22)
   
 23
Total interest bearing liabilities
 
 3
   
 4
   
 7
Net interest income (tax-equivalent basis)
$
 407
 
$
 (38)
 
$
 369

Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.










42

Comparison of Operating Results for The Three Months Ended June 30, 2016 to June 30, 2015

General

For the three months ended June 30, 2016, net income totaled $1,878,000 compared to $1,963,000 earned in the similar period in 2015.  The decrease in net income for the three months ended June 30, 2016 was due primarily to an additional $280,000 provision for loan losses and a $200,000 increase in foreclosed real estate expense. Earnings per share for the current period were $.51 per share for basic and fully diluted compared to $.53 per share for basic and fully diluted shares for the three months ended June 30, 2015.  The resulting annualized return on average assets and annualized return on average equity for the three months ended June 30, 2016 was 0.99% and 7.28%, respectively, compared to 1.06% and 7.80%, respectively, for the similar period in 2015.

The following table sets forth changes in net income:


     
     
(dollars in thousands)
Three months ended
 
June 30, 2016 to June 30, 2015
Net income three months ended June 30, 2015
$
 1,963
Change due to:
   
Net interest income
 
 345
Provision for loan losses
 
 (280)
Net gain on sales of loans and securities
 
 77
Other income
 
 13
Salaries and employee benefits
 
 (177)
Occupancy, furniture and equipment
 
 55
Foreclosed real estate owned
 
 (200)
All other expenses
 
 (38)
Income tax expense
 
 120
     
Net income three months ended June 30, 2016
$
 1,878


Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the three months ended June 30, 2016 totaled $6,758,000 which was $369,000 higher than the comparable period in 2015.  The increase in net interest income includes a $465,000 increase in interest income (fte) on loans resulting primarily from a $45.6 million increase on average loans outstanding.  The fte net interest spread and net interest margin were 3.63% and 3.79%, respectively, for the three months ended June 30, 2016 compared to 3.53% and 3.68%, respectively, for the similar period in 2015.

Interest income (fte) totaled $7,598,000 with a yield on average earning assets of 4.26% compared to $7,222,000 and 4.16% for the 2015 period. Average loans increased $45.6 million over the comparable period of last year, resulting in a $465,000 increase in fte loan income.  Average earning assets totaled $714.0 million for the three months ended June 30, 2016, an increase of $19.5 million over the average for the similar period in 2015.


43


 
Interest expense for the three months ended June 30, 2016 totaled $840,000 at an average cost of 0.62% compared to $833,000 and 0.63% for the similar period in 2015.  The decline in average cost reflects a lower average cost of borrowings.  The cost of time deposits, which is the most significant component of funding, increased to 1.01% from 0.98% for the similar period in the prior year.  As time deposits matured, they repriced at the current market rates resulting in the increase.

Provision for Loan Losses

The Company's provision for loan losses for the three months ended June 30, 2016 was $700,000 compared to $420,000 for the three months ended June 30, 2015.  The Company makes provisions for loan losses in an amount necessary to maintain the allowance for loan losses at an acceptable level.  Net charge-offs were $2,543,000 for the quarter ended June 30, 2016 compared to $480,000 for the similar period in 2015.

Other Income

Other income totaled $1,223,000 for the three months ended June 30, 2016 compared to $1,133,000 for the similar period in 2015.  Net gains from the sale of loans and securities increased $77,000 compared to the same period of 2015. The increase in securities gains reflects the sales of securities for liquidity and interest-rate risk management.  All other items of other income increased $13,000, net, compared to the same period of last year.

Other Expense

Other expense for the three months ended June 30, 2016 totaled $4,528,000 which was $360,000 higher than the same period of 2015.  Salaries and employee benefit costs increased $177,000 due to staffing adjustments and increased health care costs.  Foreclosed real estate costs increased $200,000, while all other operating expenses decreased $17,000, net.

Income Tax Expense

Income tax expense totaled $511,000 for an effective tax rate of 21.4% for the period ending June 30, 2016 compared to $631,000 for an effective tax rate of 24.3% for the similar period in 2015. The reduction in the effective tax rate reflects an increase in the level of tax-exempt income.


44


Results of Operations
NORWOOD FINANCIAL CORP.
Consolidated Average Balance Sheets with Resultant Interest and Rates

                                   
                                   
(Tax-Equivalent Basis, dollars in thousands)
Six Months Ended June 30,
 
2016
 
2015
 
Average
     
Average
 
Average
     
Average
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
 
(2)
 
(1)
 
(3)
 
(2)
 
(1)
 
(3)
Assets
                                 
Interest-earning assets:
                                 
  Interest bearing deposits with banks
$
 2,750
 
$
 7
   
    0.51%
 
$
 9,643
 
$
 12
   
  0.25%
   Securities available for sale:
                                 
     Taxable
 
 81,681
   
 877
   
 2.15
   
 99,474
   
 1,055
   
2.12
     Tax-exempt (1)
 
 58,723
   
 1,349
   
 4.59
   
 58,543
   
 1,392
   
4.76
        Total securities available for sale (1)
 
 140,404
   
 2,226
   
 3.17
   
 158,017
   
 2,447
   
3.10
     Loans receivable (1) (4) (5)
 
 566,975
   
 12,750
   
 4.50
   
 515,026
   
 12,147
   
4.72
        Total interest-earning assets
 
 710,129
   
 14,983
   
 4.22
   
 682,686
   
 14,606
   
4.28
Non-interest earning assets:
                                 
   Cash and due from banks
 
 8,363
               
 8,297
           
   Allowance for loan losses
 
 (7,282)
               
 (6,095)
           
   Other assets
 
 47,881
               
 45,685
           
        Total non-interest earning assets
 
 48,962
               
 47,887
           
Total Assets
$
 759,091
             
$
 730,573
           
Liabilities and Stockholders' Equity
                                 
Interest-bearing liabilities:
                                 
   Interest-bearing demand and money market
$
 177,403
 
$
 152
   
 0.17
 
$
 176,013
 
$
 147
   
0.17
   Savings
 
 78,189
   
 19
   
 0.05
   
 74,470
   
 18
   
0.05
   Time
 
 197,399
   
 990
   
 1.00
   
 219,372
   
 1,057
   
0.96
      Total interest-bearing deposits
 
 452,991
   
 1,161
   
 0.51
   
 469,855
   
 1,222
   
0.52
Short-term borrowings
 
 47,348
   
 77
   
 0.33
   
 26,977
   
 29
   
0.21
Other borrowings
 
 38,804
   
 453
   
 2.33
   
 26,792
   
 364
   
2.72
   Total interest bearing liabilities
 
 539,143
   
 1,691
   
 0.63
   
 523,624
   
 1,615
   
0.62
Non-interest bearing liabilities:
                                 
   Demand deposits
 
 112,516
               
 101,907
           
   Other liabilities
 
 4,131
               
 4,185
           
      Total non-interest bearing liabilities
 
 116,647
               
 106,092
           
   Stockholders' equity
 
 103,301
               
 100,857
           
Total Liabilities and Stockholders' Equity
$
 759,091
             
$
 730,573
           
                                   
Net interest income (tax equivalent basis)
       
 13,292
   
  3.59%
         
 12,991
   
  3.66%
Tax-equivalent basis adjustment
       
 (723)
               
 (635)
     
Net interest income
     
$
 12,569
             
$
 12,356
     
Net interest margin (tax equivalent basis)
             
  3.74%
               
  3.81%
(1)
Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 34%.
(2)
Average balances have been calculated based on daily balances.
(3)
Annualized
(4)
Loan balances include non-accrual loans and are net of unearned income.
(5)
Loan yields include the effect of amortization of deferred fees, net of costs.


45


Rate/Volume Analysis.  The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.



                 
                 
 
Increase/(Decrease)
 
Six months ended June 30, 2016  Compared to
 
Six months ended June 30, 2015
 
Variance due to
 
Volume
 
Rate
 
Net
                 
 
(dollars in thousands)
                 
Interest earning assets:
               
Interest bearing deposits with banks
$
 (11)
 
$
 6
 
$
 (5)
Securities held to maturity
               
Securities available for sale:
               
Taxable
 
 (190)
   
 12
   
 (178)
Tax-exempt securities
 
 4
   
 (47)
   
 (43)
Total securities
 
 (186)
   
 (35)
   
 (221)
Loans receivable
 
 1,207
   
 (604)
   
 603
Total interest earning assets
 
 1,010
   
 (633)
   
 377
                 
Interest bearing liabilities:
               
Interest-bearing demand and money market
 
 5
   
 -
   
 5
Savings
 
 1
   
 -
   
 1
Time
 
 (107)
   
 40
   
 (67)
Total interest bearing deposits
 
 (101)
   
 40
   
 (61)
Short-term borrowings
 
 26
   
 22
   
 48
Other borrowings
 
 156
   
 (67)
   
 89
Total interest bearing liabilities
 
 81
   
 (5)
   
 76
Net interest income (tax-equivalent basis)
$
 929
 
$
 (628)
 
$
 301

Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

46


Comparison of Operating Results for The Six Months Ended June 30, 2016 to June 30, 2015

General

For the six months ended June 30, 2016, net income totaled $3,754,000 compared to $4,004,000 earned in the similar period in 2015.  The decrease in net income for the six months ended June 30, 2016 was due primarily to a $343,000 increase in salaries and employee benefits and a $222,000 increase in other operating expenses. Earnings per share for the current period were $1.02 per share for basic and fully diluted compared to $1.09 per share for basic and $1.08 per share for fully diluted shares for the six months ended June 30, 2015.  The resulting annualized return on average assets and annualized return on average equity for the six months ended June 30, 2016 was 0.99% and 7.31%, respectively, compared to 1.11% and 8.01%, respectively, for the similar period in 2015.

The following table sets forth changes in net income:

     
     
   
(dollars in thousands)
Six months ended
 
June 30, 2016 to June 30, 2015
Net income six months ended June 30, 2015
$
 4,004
Change due to:
   
Net interest income
 
 213
Provision for loan losses
 
 (110)
Gain on sales of loans and securities
 
 (158)
Other income
 
 36
Salaries and employee benefits
 
 (343)
Occupancy, furniture and equipment
 
 116
Foreclosed real estate owned
 
 (72)
All other expenses
 
 (222)
Income tax expense
 
 290
     
Net income six months ended June 30, 2016
$
 3,754

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the six months ended June 30, 2016 totaled $13,292,000 which was $301,000 higher than the comparable period in 2015.  The increase in net interest income largely reflects a $603,000 increase in interest income on loans resulting from a $51.9 million increase in average loans outstanding.  The fte net interest spread and net interest margin were 3.59% and 3.74%, respectively, for the six months ended June 30, 2016 compared to 3.66% and 3.81%, respectively, for the similar period in 2015.

Interest income (fte) totaled $14,983,000 with a yield on average earning assets of 4.22% compared to $14,606,000 and 4.28% for the 2015 period. Average loans increased $51.9 million over the comparable period of last year which contributed to a $603,000 increase in fte loan income.  Average earning assets totaled $710.1 million for the six months ended June 30, 2016, an increase of $27.4 million over the average for the similar period in 2015.

Interest expense for the six months ended June 30, 2016 totaled $1,691,000 at an average cost of 0.63% compared to $1,615,000 and 0.62% for the similar period in 2015.  The cost of time deposits, which is the most significant component of funding, increased to 1.00% from 0.96% for the similar period in the prior year.  As time deposits matured, they repriced at the current market rates resulting in the increase.
 
 
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Provision for Loan Losses

The Company's provision for loan losses for the six months ended June 30, 2016 was $1,150,000 compared to $1,040,000 for the six months ended June 30, 2015.  The Company makes provisions for loan losses in an amount necessary to maintain the allowance for loan losses at an acceptable level.  Net charge-offs were $2,650,000 for the six months ended June 30, 2016 compared to $968,000 for the similar period in 2015.

Other Income

Other income totaled $2,290,000 for the six months ended June 30, 2016 compared to $2,412,000 for the similar period in 2015.  Net gains from the sale of loans and securities decreased $158,000 compared to the same period of 2015. All other items of other income increased $36,000, net, compared to the same period of last year.

Other Expense

Other expense for the six months ended June 30, 2016 totaled $8,876,000 which was $521,000 higher than the same period of 2015.  Salaries and employee benefit costs increased $343,000 due to staffing adjustments and increased health care costs, while all other operating expenses increased $178,000, net.

Income Tax Expense

Income tax expense totaled $1,079,000 for an effective tax rate of 22.3% for the period ending June 30, 2016 compared to $1,369,000 for an effective tax rate of 25.5% for the similar period in 2015. The reduction in the effective tax rate reflects an increase in the level of tax-exempt income.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Interest rate sensitivity and the repricing characteristics of assets and liabilities are managed by the Asset and Liability Management Committee (ALCO).  The principal objective of ALCO is to maximize net interest income within acceptable levels of risk, which are established by policy.  Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates.

Net interest income, which is the primary source of the Company's earnings, is impacted by changes in interest rates and the relationship of different interest rates.  To manage the impact of the rate changes, the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approximately the same time intervals.  The Company uses net interest simulation to assist in interest rate risk management.  The process includes simulating various interest rate environments and their impact on net interest income.  As of June 30, 2016, the level of net interest income at risk in a ±200 basis point change in interest rates was within the Company's policy limits.  The Company's policy allows for a decline of no more than 8% of net interest income for a ± 200 basis point shift in interest rates.

Imbalance in repricing opportunities at a given point in time reflects interest-sensitivity gaps measured as the difference between rate-sensitive assets (RSA) and rate-sensitive liabilities (RSL).  These are static gap measurements that do not take into account any future activity, and as such are principally used as early indications of potential interest rate exposures over specific intervals.

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As of June 30, 2016, the Company had a positive 90-day interest sensitivity gap of $65.4 million or 8.5% of total assets, compared to the $38.8 million or 5.2% of total assets as of December 31, 2015.  Rate sensitive assets repricing within 90 days increased $3.8 million due primarily to a $4.2 million increase in overnight liquidity.  Rate sensitive liabilities decreased $22.8 million since year end due primarily to an $18.5 million decrease in borrowed funds and a $7.3 million decrease in time deposits repricing within three months.  A positive gap means that rate-sensitive assets are greater than rate-sensitive liabilities at the time interval.  This would indicate that in a rising rate environment, the yield on interest-earning assets could increase faster than the cost of interest-bearing liabilities in the 90-day time frame.  The repricing intervals are managed by ALCO strategies, including adjusting the average life of the investment portfolio, pricing of deposit liabilities to attract longer term time deposits, loan pricing to encourage variable rate products and evaluation of loan sales of long-term fixed rate mortgages.

Certain interest-bearing deposits with no stated maturity dates are included in the interest-sensitivity table below.  The balances allocated to the respective time periods represent an estimate of the total outstanding balance that has the potential to migrate through withdrawal or transfer to time deposits, thereby impacting the interest-sensitivity position of the Company.  The estimates were derived from industry-wide statistical information and do not represent historical results.

June 30, 2016
Rate Sensitivity Table
(dollars in thousands)
                             
                             
 
3 Months
 
3-12 Months
 
1 to 3 Years
 
Over 3 Years
 
Total
Federal funds sold and interest bearing deposits
$
 4,444
 
$
 -
 
$
 -
 
$
 -
 
$
 4,444
Securities
 
 5,079
   
 11,175
   
 30,836
   
 82,631
   
 129,721
Loans Receivable
 
 127,942
   
 130,777
   
 166,799
   
 155,702
   
 281,220
  Total RSA
$
 137,465
 
$
 141,952
 
$
 197,635
 
$
 238,333
 
$
 715,385
                             
Non-maturity interest-bearing deposits
$
 42,352
 
$
 47,688
 
$
 126,160
 
$
 50,163
 
$
 266,363
Time Deposits
 
 19,051
   
 75,536
   
 80,007
   
 21,559
   
 196,153
Other
 
 10,691
   
 29,858
   
 28,080
   
 6,050
   
 74,679
  Total RSL
$
 72,094
 
$
 153,082
 
$
 234,247
 
$
 77,772
 
$
 537,195
                             
                             
Interest Sensitivity Gap
$
 65,371
 
$
 (11,130)
 
$
 (36,612)
 
$
 160,561
 
$
 178,190
Cumulative Gap
 
 65,371
   
 54,241
   
 17,629
   
 178,190
     
RSA/RSL-cumulative
 
190.7%
   
124.1%
   
103.9%
   
133.2%
     
                             
December 31, 2015
                           
                             
Interest Sensitivity Gap
$
 38,817
 
$
 11,614
 
$
 (57,114)
 
$
 168,269
 
$
 161,586
Cumulative Gap
 
 38,817
   
 50,431
   
 (6,683)
   
 161,586
     
RSA/RSL-cumulative
 
140.9%
   
122.8%
   
98.5%
   
130.1%
     

 
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Item 4.  Controls and Procedures

The Company's management evaluated, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company's disclosure controls and procedures, as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There were no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Part II.  OTHER INFORMATION

Item 1. Legal Proceedings

On June 13, 2016, a complaint was filed against Delaware Bancshares, Inc. ("Delaware") in the Supreme Court of New York, County of Albany, by Northeast Capital & Advisory, Inc. ("Northeast") alleging that Delaware breached a prior agreement allegedly giving Northeast a right of first refusal on future investment banking services required by Delaware and seeking money damages in excess of $500,000. In its response filed July 27, 2016, Delaware denied the claims of Northeast, and filed a counterclaim for money damages in excess of $1.0 million.  The Registrant believes that the claims of Northeast are meritless and intends to continue to defend against them and pursue Delaware's counterclaims.

Item 1A. Risk Factors

There have been no material changes in the risk factors affecting the Company that were identified in Item 1A of Part 1 of the Company's Form 10-K for the year ended December 31, 2015

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

None

Item 3.  Defaults Upon Senior Securities

Not applicable

Item 4.  Mine Safety Disclosures

Not applicable

Item 5.  Other Information

None
 
 
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Item 6.  Exhibits
 
No.
Description
   
3(i)
Articles of Incorporation of Norwood Financial Corp.(1)
3(ii)
Bylaws of Norwood Financial Corp. (2)
4.0
Specimen Stock Certificate of Norwood Financial Corp. (1)
4.1
Amended and Restated Declaration of Trust, dated as of October 31, 2007*
4.2
Indenture, dated October 31, 2007, between Wells Fargo Bank National Association, as trustee, and Delaware Bancshares, Inc.*
4.3
First Supplemental Indenture, dated as of July 31, 2016, by and between Wells Fargo Bank, National Association, as Trustee, Delaware Bancshares, Inc. and Norwood Financial Corp.*
10.1
Employment Agreement with Lewis J. Critelli (3)
10.2
Change in Control Severance Agreement with William S. Lance(3)
10.3
Norwood Financial Corp. Stock Option Plan (4)
10.4
Change in Control Severance Agreement with Robert J. Mancuso(5)
10.5
Salary Continuation Agreement between the Bank and William W. Davis, Jr. (6)
10.6
Salary Continuation Agreement between the Bank and Lewis J. Critelli (6)
10.7
1999 Directors Stock Compensation Plan (4)
10.8
Salary Continuation Agreement between the Bank and John H. Sanders (7)
10.9
2006 Stock Option Plan (8)
10.10
First and Second Amendments to Salary Continuation Agreement with William W. Davis, Jr. (9)
10.11
First and Second Amendments to Salary Continuation Agreement with Lewis J. Critelli (9)
10.12
First and Second Amendments to Salary Continuation Agreement with John H. Sanders (9)
10.13
Change In Control Severance Agreement with James F. Burke(10)
10.14
2014 Equity Incentive Plan(11)
10.15
Addendum to Change in Control Severance Agreement with William S. Lance (12)
31.1
Rule 13a-14(a)/15d-14(a) Certification of CEO
31.2
Rule 13a-14(a)/15d-14(a) Certification of CFO
32
Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of Sarbanes Oxley Act of 2002
101
Interactive Data Files

 *  Not filed in accordance with the provisions of Item 601(b)(4)(iii)(A) of Regulation S-K.  The Registrant undertakes to provide a copy of this document to the Commission
     upon request.

(1)
Incorporated herein by reference into this document from the Exhibits to Form 10, Registration Statement initially filed with the Commission on April 29, 1996,
Registration No. 0-28364
 
(2)
Incorporated by reference into this document from the identically numbered exhibit to the Registrant's Form 10-Q filed with the Commission on August 8, 2014.

(3)
Incorporated by reference into this document from the identically numbered exhibits to the Registrant's Form 10-K filed with the Commission on March 15, 2010.

(4)
Incorporated herein by reference to the identically numbered exhibits of the Registrant's Form 10-K filed with the Commission on March 23, 2000.

(5)
Incorporated by reference into this document from the identically numbered exhibit to the Registrant's Form 10-K filed with the Commission on March 14, 2013, File No. 0-28364.
 
 
51


 
(6)
Incorporated by reference into this document from the Exhibits to Form S-8 filed with the Commission on August 14, 1998, File No. 333-61487.

(7)
Incorporated herein by reference to the identically numbered exhibit to the Registrant's Form 10-K filed with the Commission on March 22, 2004.

(8)
Incorporated by reference to this document from Exhibit 4.1 to Registrant's Registration Statement on Form S-8 (File No. 333-134831) filed with the Commission on June 8, 2006.
 
(9)
Incorporated herein by reference from the Exhibits to the Registrant's Current Report on Form 8-K filed on April 4, 2006.

(10)
Incorporated by reference from the identically numbered exhibit to the Registrant's Form 10-Q filed with the Commission on November 7, 2013.

(11)
Incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-8 (File No. 333-195643) filed with the Commission on May 2, 2014.

(12)
Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on February 18, 2015.

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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.


           
         
NORWOOD FINANCIAL CORP.
 
           
Date:
August 9, 2016
 
By:
 
/s/ Lewis J. Critelli
 
         
Lewis J. Critelli
 
         
President and Chief Executive Officer
 
         
(Principal Executive Officer)
 
             
Date:
August 9, 2016
 
By:
 
/s/ William S. Lance
 
         
William S. Lance
 
         
Executive Vice President and
 
         
Chief Financial Officer
 
         
(Principal Financial Officer)
 







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