PENNS WOODS BANCORP INC - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

for the Quarterly Period Ended September 30, 2021.


☐			Transition report pursuant to Section 13 or 15 (d) of the Exchange Act

For the Transition Period from to .

No. 0-17077

(Commission File Number)

PENNS WOODS BANCORP INC.

(Exact name of Registrant as specified in its charter)


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

(570) 322-1111

Registrant’s telephone number, including area code

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $5.55 par value

PWOD

The Nasdaq Global Select Market

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

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

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


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

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

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

On November 1, 2021 there were 7,069,518 shares of the Registrant’s common stock outstanding.

Table of Contents

PENNS WOODS BANCORP, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q


		Page
		Number

Part I	Financial Information

Item 1.	Financial Statements	3

Consolidated Balance Sheet (Unaudited) as of September 30, 2021 and December 31, 2020		3

Consolidated Statement of Income (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 2020		4

Consolidated Statement of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 2020		5

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 2020		6

Consolidated Statement of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2021 and 2020		8

Notes to Consolidated Financial Statements (Unaudited)		9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49

Item 4.	Controls and Procedures	49

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		52

Exhibit Index and Exhibits		53

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

PENNS WOODS BANCORP, INC.

CONSOLIDATED BALANCE SHEET

(UNAUDITED)


	September 30,		December 31,
(In Thousands, Except Share Data)	2021		2020
ASSETS:
Noninterest-bearing balances	$	35,523	$	31,821
Interest-bearing balances in other financial institutions	206,124		181,537
Federal funds sold	40,000		—
Total cash and cash equivalents	281,647		213,358

Investment debt securities, available for sale, at fair value	166,760		162,261
Investment equity securities, at fair value	1,263		1,288
Investment securities, trading	40		40
Restricted investment in bank stock, at fair value	14,649		15,377
Loans held for sale	3,246		5,239
Loans	1,347,225		1,344,327
Allowance for loan losses	(14,557)		(13,803)
Loans, net	1,332,668		1,330,524
Premises and equipment, net	34,434		32,702
Accrued interest receivable	8,529		8,394
Bank-owned life insurance	33,836		33,638
Investment in limited partnerships	5,014		3,944
Goodwill	17,104		17,104
Intangibles	524		671
Operating lease right-of-use asset	2,899		3,136
Deferred tax asset	4,049		2,526
Other assets	4,129		4,441
TOTAL ASSETS	$	1,910,791	$	1,834,643

LIABILITIES:
Interest-bearing deposits	$	1,111,144	$	1,045,086
Noninterest-bearing deposits	481,875		449,357
Total deposits	1,593,019		1,494,443

Short-term borrowings	9,404		5,244
Long-term borrowings	126,007		153,475
Accrued interest payable	828		1,112
Operating lease liability	2,947		3,175
Other liabilities	10,105		13,048
TOTAL LIABILITIES	1,742,310		1,670,497

SHAREHOLDERS’ EQUITY:
Preferred stock, no par value, 3,000,000 shares authorized; no shares issued	—		—
Common stock, par value 5.55, 22,500,000 shares authorized; 7,545,922 and 7,532,576 shares issued; 7,065,697 and 7,052,351 outstanding	41,921		41,847
Additional paid-in capital	53,508		52,523
Retained earnings	87,146		82,769
Accumulated other comprehensive loss:
Net unrealized gain on available for sale securities	3,504		4,714
Defined benefit plan	(5,486)		(5,596)
Treasury stock at cost, 480,225	(12,115)		(12,115)
TOTAL PENNS WOODS BANCORP, INC. SHAREHOLDERS' EQUITY	168,478		164,142
Non-controlling interest	3		4
TOTAL SHAREHOLDERS' EQUITY	168,481		164,146
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,910,791	$	1,834,643

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands, Except Per Share Data)	2021		2020		2021		2020
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	13,382	$	14,080	$	39,826	$	43,403
Investment securities:
Taxable	834		925		2,491		2,958
Tax-exempt	160		170		495		484
Dividend and other interest income	338		212		903		747
TOTAL INTEREST AND DIVIDEND INCOME	14,714		15,387		43,715		47,592
INTEREST EXPENSE:
Deposits	1,308		2,569		4,481		8,406
Short-term borrowings	3		8		7		37
Long-term borrowings	771		965		2,430		2,893
TOTAL INTEREST EXPENSE	2,082		3,542		6,918		11,336
NET INTEREST INCOME	12,632		11,845		36,797		36,256
PROVISION FOR LOAN LOSSES	75		645		940		2,040
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	12,557		11,200		35,857		34,216
NON-INTEREST INCOME:
Service charges	456		388		1,218		1,249
Net debt securities gains, available for sale	48		1,013		323		1,220
Net equity securities (losses) gains	(6)		—		(25)		30
Net securities (losses) gains, trading	(2)		(2)		1		(16)
Bank-owned life insurance	279		156		614		492
Gain on sale of loans	456		1,449		2,034		2,921
Insurance commissions	129		101		436		320
Brokerage commissions	237		224		663		779
Debit card income	388		352		1,166		936
Other	966		354		2,044		1,162
TOTAL NON-INTEREST INCOME	2,951		4,035		8,474		9,093
NON-INTEREST EXPENSE:
Salaries and employee benefits	5,837		5,465		17,107		16,362
Occupancy	745		599		2,438		1,927
Furniture and equipment	883		837		2,663		2,525
Software amortization	226		257		632		743
Pennsylvania shares tax	373		340		1,097		948
Professional fees	615		608		1,882		1,888
Federal Deposit Insurance Corporation deposit insurance	220		271		705		650

Marketing	231		61		434		170
Intangible amortization	44		53		147		174
Other	1,273		1,216		3,541		4,041
TOTAL NON-INTEREST EXPENSE	10,447		9,707		30,646		29,428
INCOME BEFORE INCOME TAX PROVISION	5,061		5,528		13,685		13,881
INCOME TAX PROVISION	932		1,051		2,516		2,563
CONSOLIDATED NET INCOME	$	4,129	$	4,477	$	11,169	$	11,318
Less: Net income attributable to noncontrolling interest	4		5		15		13
NET INCOME ATTRIBUTABLE TO PENNS WOODS BANCORP, INC.	$	4,125	$	4,472	$	11,154	$	11,305
EARNINGS PER SHARE - BASIC	$	0.58	$	0.63	$	1.58	$	1.61
EARNINGS PER SHARE - DILUTED	$	0.58	$	0.63	$	1.58	$	1.61
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC	7,063,994		7,045,336		7,059,625		7,042,578
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED	7,063,994		7,045,336		7,059,625		7,042,578
DIVIDENDS DECLARED PER SHARE	$	0.32	$	0.32	$	0.96	$	0.96

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2021		2020		2021		2020
Net Income	$	4,125	$	4,472	$	11,154	$	11,305
Other comprehensive income (loss):
Change in unrealized (loss) gain on available for sale securities	(687)		1,324		(1,208)		3,733
Tax effect	145		(278)		254		(784)
Net realized gain on available for sale securities included in net income	(48)		(1,013)		(323)		(1,220)
Tax effect	9		213		67		256
Amortization of unrecognized pension gain	45		52		138		144
Tax effect	(8)		(11)		(28)		(30)
Total other comprehensive (loss) income	(544)		287		(1,100)		2,099
Comprehensive income	$	3,581	$	4,759	$	10,054	$	13,404

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

Three months ended:


	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS		ACCUMULATED OTHER COMPREHENSIVE LOSS		TREASURY STOCK		NON-CONTROLLING INTEREST		TOTAL SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)	SHARES	AMOUNT
Balance, June 30, 2021	7,541,627	$	41,897	$	53,205	$	85,281	$	(1,438)	$	(12,115)	$	5	$	166,835
Net income						4,125						4		4,129

Other comprehensive loss								(544)						(544)
Stock-based compensation				227										227
Dividends declared ($0.32 per share)						(2,260)								(2,260)
Common shares issued for employee stock purchase plan	889	5		15										20
Director Compensation Plan	3,406	19		61										80
Distributions to noncontrolling interest												(6)		(6)
Balance, September 30, 2021	7,545,922	$	41,921	$	53,508	$	87,146	$	(1,982)	$	(12,115)	$	3	$	168,481


	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS		ACCUMULATED OTHER COMPREHENSIVE LOSS		TREASURY STOCK		NON-CONTROLLING INTEREST		TOTAL SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)	SHARES	AMOUNT
Balance, June 30, 2020	7,522,573	$	41,792	$	51,956	$	78,910	$	(965)	$	(12,115)	$	30	$	159,608
Net income						4,472						5		4,477

Other comprehensive income								287						287
Stock-based compensation				239										239
Dividends declared ($0.32 per share)						(2,255)								(2,255)
Common shares issued for employee stock purchase plan	1,055	6		15										21
Director Compensation Plan	3,977	22		58										80
Distributions to noncontrolling interest												(28)		(28)

Balance, September 30, 2020	7,527,605	$	41,820	$	52,268	$	81,127	$	(678)	$	(12,115)	$	7	$	162,429

Table of Contents

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

Nine months ended:


	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS		ACCUMULATED OTHER COMPREHENSIVE LOSS		TREASURY STOCK		NON-CONTROLLING INTEREST		TOTAL SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)	SHARES	AMOUNT
Balance, December 31, 2020	7,532,576	$	41,847	$	52,523	$	82,769	$	(882)	$	(12,115)	$	4	$	164,146
Net income						11,154						15		11,169

Other comprehensive loss								(1,100)						(1,100)
Stock-based compensation				754										754
Dividends declared ($0.96 per share)						(6,777)								(6,777)
Common shares issued for employee stock purchase plan	2,873	16		49										65
Director Compensation Plan	10,473	58		182										240
Distributions to noncontrolling interest												(16)		(16)
Balance, September 30, 2021	7,545,922	$	41,921	$	53,508	$	87,146	$	(1,982)	$	(12,115)	$	3	$	168,481


	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS		ACCUMULATED OTHER COMPREHENSIVE LOSS		TREASURY STOCK		NON-CONTROLLING INTEREST		TOTAL SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)	SHARES	AMOUNT
Balance, December 31, 2019	7,520,740	$	41,782	$	51,487	$	76,583	$	(2,777)	$	(12,115)	$	22	$	154,982
Net income						11,305						13		11,318

Other comprehensive income								2,099						2,099
Stock-based compensation				675										675
Dividends declared ($0.96 per share)						(6,761)								(6,761)
Common shares issued for employee stock purchase plan	2,888	16		48										64
Director Compensation Plan	3,977	22		58										80

Distributions to noncontrolling interest												(28)		(28)
Balance, September 30, 2020	7,527,605	$	41,820	$	52,268	$	81,127	$	(678)	$	(12,115)	$	7	$	162,429

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended September 30,
(In Thousands)	2021		2020
OPERATING ACTIVITIES:
Net Income	$	11,169	$	11,318
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,235		2,310
Gain on sale of premise and equipment	(18)		(14)
Amortization of intangible assets	147		174
Provision for loan losses	940		2,040
Stock based compensation	754		675
Accretion and amortization of investment security discounts and premiums	829		382
Net securities gains, available for sale	(323)		(1,220)
Originations of loans held for sale	(68,328)		(95,661)
Proceeds of loans held for sale	72,355		96,167
Gain on sale of loans	(2,034)		(2,921)
Net equity securities losses (gains)	25		(30)
Net securities (gains) losses, trading	(1)		16


Earnings on bank-owned life insurance	(614)		(492)
Increase in deferred tax asset	(1,201)		(599)

Other, net	(3,548)		2,756
Net cash provided by operating activities	12,387		14,901
INVESTING ACTIVITIES:
Proceeds from sales of available for sale securities	13,689		37,252
Proceeds from calls and maturities of available for sale securities	15,898		567
Purchases of available for sale securities	(36,124)		(35,524)
Net (increase) decrease in loans	(3,167)		5,692
Acquisition of premises and equipment	(939)		(2,830)
Proceeds from the sale of premises and equipment	2		336
Proceeds from the sale of foreclosed assets	335		226
Purchase of bank-owned life insurance	(30)		(3,970)
Proceeds from bank-owned life insurance death benefit	453		248
Investment in limited partnership	(1,070)		(628)
Proceeds from redemption of regulatory stock	2,167		2,881
Purchases of regulatory stock	(1,439)		(4,359)
Net cash used for investing activities	(10,225)		(109)
FINANCING ACTIVITIES:
Net increase in interest-bearing deposits	66,058		68,303
Net increase in noninterest-bearing deposits	32,518		99,502
Proceeds from long-term borrowings	—		35,000
Repayment of long-term borrowings	(30,000)		(43,333)
Net increase in short-term borrowings	4,160		10,089
Finance lease principal payments	(121)		(53)
Dividends paid	(6,777)		(6,761)
Distributions to non-controlling interest	(16)		—
Issuance of common stock	305		144

Net cash provided by financing activities	66,127		162,891
NET INCREASE IN CASH AND CASH EQUIVALENTS	68,289		177,683
CASH AND CASH EQUIVALENTS, BEGINNING	213,358		48,589
CASH AND CASH EQUIVALENTS, ENDING	$	281,647	$	226,272




SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	7,202	$	11,516
Income taxes paid	3,175		2,375
Non-cash investing and financing activities:
Right-of-use lease assets obtained in exchange for lessee finance lease liabilities	2,653		—

Transfer of loans to foreclosed real estate	83		207

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

PENNS WOODS BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The consolidated financial statements include the accounts of Penns Woods Bancorp, Inc. (the “Company”) and its wholly-owned subsidiaries: Woods Investment Company, Inc., Woods Real Estate Development Company, Inc., Luzerne Bank, and Jersey Shore State Bank (Jersey Shore State Bank and Luzerne Bank are referred to together as the “Banks”) and Jersey Shore State Bank’s wholly-owned subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group (“The M Group”). The Company also owned a controlling interest in United Insurance Solutions, LLC, which on October 15, 2021 became a wholly owned subsidiary of the Company. All significant inter-company balances and transactions have been eliminated in the consolidation.

The interim financial statements are unaudited, but in the opinion of management reflect all adjustments necessary for the fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

In reference to the attached financial statements, all adjustments are of a normal recurring nature pursuant to Rule 10-01(b) (8) of Regulation S-X.

Note 2. Accumulated Other Comprehensive Gain (Loss)

The changes in accumulated other comprehensive gain (loss) by component shown net of tax and parenthesis indicating debits, as of September 30, 2021 and 2020 were as follows:


	Three Months Ended September 30, 2021						Three Months Ended September 30, 2020
(In Thousands)	Net Unrealized Gain on Available for Sale Securities		Defined Benefit Plan		Total		Net Unrealized Gain on Available for Sale Securities		Defined Benefit Plan		Total
Beginning balance	$	4,085	$	(5,523)	$	(1,438)	$	4,194	$	(5,159)	$	(965)
Other comprehensive (loss) gain before reclassifications	(542)		—		(542)		1,046		—		1,046
Amounts reclassified from accumulated other comprehensive (loss) gain	(39)		37		(2)		(800)		41		(759)
Net current-period other comprehensive (loss) income	(581)		37		(544)		246		41		287

Ending balance	$	3,504	$	(5,486)	$	(1,982)	$	4,440	$	(5,118)	$	(678)


	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
(In Thousands)	Net Unrealized Gain (Loss) on Available for Sale Securities		Defined Benefit Plan		Total		Net Unrealized Gain (Loss) on Available for Sale Securities		Defined Benefit Plan		Total
Beginning balance	$	4,714	$	(5,596)	$	(882)	$	2,455	$	(5,232)	$	(2,777)
Other comprehensive gain (loss) before reclassifications	(954)		—		(954)		2,949		—		2,949
Amounts reclassified from accumulated other comprehensive (loss) gain	(256)		110		(146)		(964)		114		(850)
Net current-period other comprehensive (loss) income	(1,210)		110		(1,100)		1,985		114		2,099

Ending balance	$	3,504	$	(5,486)	$	(1,982)	$	4,440	$	(5,118)	$	(678)

Table of Contents

The reclassifications out of accumulated other comprehensive loss shown, net of tax and parenthesis indicating debits to net income, as of September 30, 2021 and 2020 were as follows:


Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss				Affected Line Item in the Consolidated Statement of Income
	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020
Net unrealized gain on available for sale securities	$	48	$	1,013	Net debt securities gains, available for sale
Income tax effect	(9)		(213)		Income tax provision
Total reclassifications for the period	$	39	$	800

Net unrecognized pension costs	$	(46)	$	(52)	Other non-interest expense
Income tax effect	9		11		Income tax provision
Total reclassifications for the period	$	(37)	$	(41)


Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss				Affected Line Item in the Consolidated Statement of Income
	Nine months ended September 30, 2021		Nine months ended September 30, 2020
Net unrealized gain on available for sale securities	$	323	$	1,220	Net debt securities gains, available for sale
Income tax effect	(67)		(256)		Income tax provision
Total reclassifications for the period	$	256	$	964

Net unrecognized pension costs	$	(139)	$	(144)	Other non-interest expense
Income tax effect	29		30		Income tax provision
Total reclassifications for the period	$	(110)	$	(114)

Note 3. Recent Accounting Pronouncements

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

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Update is effective for smaller reporting companies and all other entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Derivatives, and Hedging (Topic 815); and Financial Instruments (Topic 825), which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. ASU 2019-04 makes clarifying amendments to certain financial instrument standards. For entities that have not yet adopted ASU 2016-13, the

Table of Contents

effective dates for the amendments related to ASU 2016-13 are the same as the effective dates in ASU 2016-13. For entities that have adopted ASU 2016-13, the amendments related to ASU 2016-13 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For entities that have not yet adopted ASU 2017-12 as of April 25, 2019, the effective dates for the amendments to Topic 815 are the same as the effective dates in ASU 2017-12. For entities that have adopted ASU 2017-12 as of April 25, 2019, the effective date is as of the beginning of the first annual period beginning after April 25, 2019. The amendments related to ASU 2016-01 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

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

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. For entities that have not yet adopted ASU 2016-13 as of November 26, 2019, the effective dates for ASU 2019-11 are the same as the effective dates and transition requirements in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-11 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments. This ASU was issued to improve and clarify various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825, Financial Instruments, in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be the contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU 2016-01. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Amendments related to ASU 2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Other amendments are effective upon issuance of this ASU. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In January 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls “reference rate reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that

Table of Contents

reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. It is too early to predict whether a new rate index replacement and the adoption of the ASU will have a material impact on the Company’s financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This ASU removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium. This ASU requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The amendments in this ASU are effective for public business entities that are not smaller reporting companies, for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs, which clarifies that, for each reporting period, an entity should reevaluate whether a callable debt security is within the scope of ASC 310-20-35-33. For public business entities, ASU 2020-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is not permitted. For all other entities, ASU 2020-08 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762, which codifies, as appropriate, the amended financial statement disclosure requirements in Regulation S-X Rules 13-01 and 13-02. The amendments were effective January 4, 2021. This Update did not have a significant impact on the Company’s financial statements.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which makes minor technical corrections and clarifications to the ASC. The amendments in Sections B and C of the ASU are effective for annual periods beginning after December 15, 2020, for public business entities. For all other entities, the amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2020, the FASB issued ASU 2020-11, Financial Services – Insurance (Topic 944), which was made in consideration of the implications of the Coronavirus Disease 2019 (COVID-19) pandemic on an insurance entity’s ability to effectively implement the amendments in Accounting Standards Update No. 2018-12, Financial Services— Insurance: Targeted Improvements to the Accounting for Long-Duration Contracts (LDTI). The amendments in this Update defer the effective date of LDTI for all entities by one year, as (1) for public business entities that meet the definition of an SEC filer and are not SRCs, LDTI is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years; and (2) for all other entities, LDTI is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made,

Table of Contents

as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. 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 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which requires an entity to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. An entity should measure the effect of a modification as the difference between the fair value of the modified warrant and the fair value of that warrant immediately before modification. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. This Update is not expected to have a significant impact on the Company’s financial statements.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842), which amends ASC 842 so that lessors are no longer required to recognize a selling loss upon commencement of a lease with variable lease payments that, prior to the amendments, would have been classified as a sales-type or direct financing lease. Furthermore, a lessor must classify as an operating lease any lease that would otherwise be classified as a sales-type or direct financing lease and that would result in the recognition of a selling loss at lease commencement, provided that the lease includes variable lease payments that do not depend on an index or rate. For public business entities and certain not-for-profit entities and employee benefit plans that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years. For all other entities that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. All entities that have adopted ASC 842 are permitted to early adopt the amendments in ASU 2021-05. The amendments in ASU 2021-05 are effective as of the same date as the guidance in ASC 842 for entities that have not adopted ASC 842. This Update is not expected to have a significant impact on the Company’s financial statements.

In August 2021, the FASB issued ASU 2021-06, Presentation of Financial Statements (Topic 205), Financial Services – Depository and Lending (Topic 942), and Financial Services – Investment Companies (Topic 946): Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants (SEC Update), to amend SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants. This ASU was effective upon issuance and did not have a significant impact on the Company’s financial statements.

Note 4. Per Share Data

There are no convertible securities which would affect the denominator in calculating basic and dilutive earnings per share. There were a total of 1,045,475 stock options, with an average exercise price of $27.25, outstanding on September 30, 2021. These options were excluded, on a weighted average basis, in the computation of diluted earnings per share for the period due to the average market price of common shares of $23.70 being less than the exercise price of the options issued. There were a total of 864,300 stock options, with an average exercise price of $28.20 that were excluded, on a weighted average basis, in the computation of diluted earnings per share for the period due to the average market price of common shares of $24.20 being less than the strike price for the period ending September 30, 2020.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
Weighted average common shares issued	7,544,219	7,525,561	7,539,850	7,522,803
Weighted average treasury stock shares	(480,225)	(480,225)	(480,225)	(480,225)


Weighted average common shares outstanding - basic and diluted	7,063,994	7,045,336	7,059,625	7,042,578

Table of Contents

Note 5. Investment Securities

The amortized cost, gross unrealized gains and losses, and fair values of our investment securities portfolio at September 30, 2021 and December 31, 2020 are as follows:


	September 30, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(In Thousands)	Cost		Gains		Losses		Value
Available for sale (AFS):

Mortgage-backed securities	$	1,765	$	10	$	—	$	1,775

State and political securities	112,308		4,610		(444)		116,474
Other debt securities	48,251		727		(467)		48,511
Total debt securities	$	162,324	$	5,347	$	(911)	$	166,760

Investment equity securities:

Other equity securities	$	1,300	$	—	$	(37)	$	1,263


Trading:

Other equity securities	$	50	$	—	$	(10)	$	40


	December 31, 2020
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(In Thousands)	Cost		Gains		Losses		Value
Available for sale (AFS):

Mortgage-backed securities	$	2,118	$	23	$	—	$	2,141

State and political securities	102,690		5,382		(59)		108,013
Other debt securities	51,486		828		(207)		52,107
Total debt securities	$	156,294	$	6,233	$	(266)	$	162,261

Investment equity securities:

Other equity securities	$	1,300	$	10	$	(22)	$	1,288


Trading:

Other equity securities	$	50	$	—	$	(10)	$	40

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time, that the individual debt securities have been in a continuous unrealized loss position, at September 30, 2021 and December 31, 2020.


	September 30, 2021
	Less than Twelve Months				Twelve Months or Greater				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(In Thousands)	Value		Losses		Value		Losses		Value		Losses
Available for sale (AFS):



State and political securities	$	29,367	$	(431)	$	888	$	(13)	$	30,255	$	(444)
Other debt securities	10,107		(172)		2,766		(295)		12,873		(467)
Total debt securities	$	39,474	$	(603)	$	3,654	$	(308)	$	43,128	$	(911)

Table of Contents


	December 31, 2020
	Less than Twelve Months				Twelve Months or Greater				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(In Thousands)	Value		Losses		Value		Losses		Value		Losses
Available for sale (AFS):



State and political securities	$	12,311	$	(51)	$	900	$	(8)	$	13,211	$	(59)
Other debt securities	5,964		(74)		4,429		(133)		10,393		(207)
Total debt securities	$	18,275	$	(125)	$	5,329	$	(141)	$	23,604	$	(266)

At September 30, 2021, there were a total of 71 securities in a continuous unrealized loss position for less than twelve months and 7 individual securities that were in a continuous unrealized loss position for twelve months or greater.

The Company reviews its position quarterly and has determined that, at September 30, 2021, the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of their cost basis, which may be at maturity. The Company has concluded that the unrealized losses disclosed above are not other than temporary but are the result of interest rate changes, sector credit ratings changes, or company-specific ratings changes that are not expected to result in the non-collection of principal and interest during the period.

The amortized cost and fair value of debt securities at September 30, 2021, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


(In Thousands)	Amortized Cost		Fair Value
Due in one year or less	$	11,076	$	10,828
Due after one year to five years	76,785		78,108
Due after five years to ten years	69,469		72,703
Due after ten years	4,994		5,121
Total	$	162,324	$	166,760

Total gross proceeds from sales of debt securities available for sale for the nine months ended September 30, 2021 was $13,689,000, compared to $37,252,000 for the corresponding 2020 period.

The following table represents gross realized gains and losses from the sales of debt securities available for sale:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2021		2020		2021		2020
Available for sale (AFS):
Gross realized gains:

Mortgage-backed securities	$	—	$	—	$	—	$	83

State and political securities	1		839		1		943
Other debt securities	48		174		323		194
Total gross realized gains	$	49	$	1,013	$	324	$	1,220

Gross realized losses:



State and political securities	$	1	$	—	$	1	$	—
Other debt securities	—		—		—		—
Total gross realized losses	$	1	$	—	$	1	$	—

There were no impairment charges included in gross realized losses for the three and nine months ended September 30, 2021 and 2020, respectively.

Table of Contents

Investment securities with a carrying value of approximately $121,299,000 and $111,247,000 at September 30, 2021 and December 31, 2020, respectively, were pledged to secure certain deposits, repurchase agreements, and for other purposes as required by law.

At September 30, 2021 and December 31, 2020, we had $1,263,000 and $1,288,000, respectively, in equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the three and nine months ended September 30, 2021 and 2020:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2021		2020		2021		2020
Net (losses) gains recognized in equity securities during the period	$	(6)	$	—	$	(25)	$	30
Less: Net gains realized on the sale of equity securities during the period	—		—		—		—
Unrealized (losses) gains recognized in equity securities held at reporting date	$	(6)	$	—	$	(25)	$	30

Net gains and losses on trading account securities are as follows for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2021		2020		2021		2020
Net gains on sale transactions	$	—	$	—	$	—	$	—
Net mark-to-market (losses) gains	(2)		(2)		1		(16)
Net (loss) gain on trading account securities	$	(2)	$	(2)	$	1	$	(16)

Note 6. Loans

Management segments the Banks' loan portfolio to a level that enables risk and performance monitoring according to similar risk characteristics. Loans are segmented based on the underlying collateral characteristics. Categories include commercial, financial, and agricultural, real estate, and installment loans. Real estate loans are further segmented into three categories: residential, commercial, and construction, while installment loans are classified as either consumer automobile loans or other installment loans.

The following table presents the related aging categories of loans, by segment, as of September 30, 2021 and December 31, 2020:


	September 30, 2021
			Past Due		Past Due 90
			30 To 89		Days Or More		Non-
(In Thousands)	Current		Days		& Still Accruing		Accrual		Total
Commercial, financial, and agricultural	$	179,079	$	147	$	—	$	422	$	179,648
Real estate mortgage:
Residential	584,765		1,709		511		940		587,925
Commercial	371,197		315		—		5,498		377,010
Construction	45,899		—		—		49		45,948
Consumer automobile loans	146,094		552		17		—		146,663
Other consumer installment loans	9,363		48		326		—		9,737
	1,336,397		$	2,771	$	854	$	6,909	1,346,931
Net deferred loan fees and discounts	294								294
Allowance for loan losses	(14,557)								(14,557)
Loans, net	$	1,322,134							$	1,332,668

Table of Contents


	December 31, 2020
			Past Due		Past Due 90
			30 To 89		Days Or More		Non-
(In Thousands)	Current		Days		& Still Accruing		Accrual		Total
Commercial, financial, and agricultural	$	163,583	$	247	$	48	$	865	$	164,743
Real estate mortgage:
Residential	580,292		6,386		983		2,060		589,721
Commercial	366,363		533		150		6,142		373,188
Construction	38,587		667		—		55		39,309
Consumer automobile loans	155,472		900		31		—		156,403
Other consumer installment loans	19,485		455		—		—		19,940
	1,323,782		$	9,188	$	1,212	$	9,122	1,343,304
Net deferred loan fees and discounts	1,023								1,023
Allowance for loan losses	(13,803)								(13,803)
Loans, net	$	1,311,002							$	1,330,524

The following table presents interest income the Banks would have recorded if interest had been recorded based on the original loan agreement terms and rate of interest for non-accrual loans and interest income recognized on a cash basis for non-accrual loans for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,
	2021				2020
(In Thousands)	Interest Income That Would Have Been Recorded Based on Original Term and Rate		Interest Income Recorded on a Cash Basis		Interest Income That Would Have Been Recorded Based on Original Term and Rate		Interest Income Recorded on a Cash Basis
Commercial, financial, and agricultural	$	28	$	—	$	2	$	14
Real estate mortgage:
Residential	6		—		14		2
Commercial	89		—		52		—
Construction	—		—		—		—
Consumer automobile loans	—		—		—		—
Other consumer installment loans	—		—		—		—
	$	123	$	—	$	68	$	16


	Nine Months Ended September 30,
	2021				2020
(In Thousands)	Interest Income That Would Have Been Recorded Based on Original Term and Rate		Interest Income Recorded on a Cash Basis		Interest Income That Would Have Been Recorded Based on Original Term and Rate		Interest Income Recorded on a Cash Basis
Commercial, financial, and agricultural	$	84	$	—	$	37	$	14
Real estate mortgage:
Residential	22		—		27		2
Commercial	144		—		116		—
Construction	2		—		1		—
Consumer automobile loans	—		—		2		3
Other consumer installment loans	—		—		3		—
	$	252	$	—	$	186	$	19

Table of Contents

Impaired Loans

Impaired loans are loans for which it is probable the Banks will not be able to collect all amounts due according to the contractual terms of the loan agreement. The Banks individually evaluate such loans for impairment and do not aggregate loans by major risk classifications. The definition of “impaired loans” is not the same as the definition of “non-accrual loans,” although the two categories overlap. The Banks may choose to place a loan on non-accrual status due to payment delinquency or uncertain collectability, while not classifying the loan as impaired. Factors considered by management in determining impairment include payment status and collateral value. The amount of impairment for these types of loans is determined by the difference between the present value of the expected cash flows related to the loan, using the original interest rate, and its recorded value, or as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loan. When foreclosure is probable, impairment is measured based on the fair value of the collateral.

Management evaluates individual loans in all of the commercial segments for possible impairment if the loan is greater than $100,000 and if the loan is either on non-accrual status or has a risk rating of substandard or worse. Management may also elect to measure an individual loan for impairment if less than $100,000 on a case-by-case basis.

Mortgage loans on one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment collectively with the exception of loans identified as troubled debt restructurings. Loans that experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired. Management determines the significance of payment delays on a case-by-case basis taking into consideration all circumstances surrounding the loan and the borrower including the length of the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed. Interest income for impaired loans is recorded consistent to the Banks' policy.

Table of Contents

The following table presents the recorded investment, unpaid principal balance, and related allowance of impaired loans by segment as of September 30, 2021 and December 31, 2020:


	September 30, 2021
	Recorded		Unpaid Principal		Related
(In Thousands)	Investment		Balance		Allowance
With no related allowance recorded:
Commercial, financial, and agricultural	$	1,265	$	1,265	$	—
Real estate mortgage:
Residential	4,003		4,003		—
Commercial	3,919		3,919		—
Construction	114		114		—
Consumer automobile loans	—		—		—
Installment loans to individuals	—		—		—
	9,301		9,301		—
With an allowance recorded:
Commercial, financial, and agricultural	420		3,207		2
Real estate mortgage:
Residential	1,273		1,273		246
Commercial	6,366		6,366		902
Construction	—		—		—
Consumer automobile loans	—		—		—
Installment loans to individuals	20		20		20
	8,079		10,866		1,170
Total:
Commercial, financial, and agricultural	1,685		4,472		2
Real estate mortgage:
Residential	5,276		5,276		246
Commercial	10,285		10,285		902
Construction	114		114		—
Consumer automobile loans	—		—		—
Installment loans to individuals	20		20		20
	$	17,380	$	20,167	$	1,170

Table of Contents


	December 31, 2020
	Recorded		Unpaid Principal		Related
(In Thousands)	Investment		Balance		Allowance
With no related allowance recorded:
Commercial, financial, and agricultural	$	865	$	3,652	$	—
Real estate mortgage:
Residential	5,023		5,023		—
Commercial	6,354		6,354		—
Construction	124		124		—
Consumer automobile loans	—		—		—
Installment loans to individuals	—		—		—
	12,366		15,153		—
With an allowance recorded:
Commercial, financial, and agricultural	—		—		—
Real estate mortgage:
Residential	1,294		1,294		224
Commercial	3,023		3,023		811
Construction	—		—		—
Consumer automobile loans	—		—		—
Installment loans to individuals	—		—		—
	4,317		4,317		1,035
Total:
Commercial, financial, and agricultural	865		3,652		—
Real estate mortgage:
Residential	6,317		6,317		224
Commercial	9,377		9,377		811
Construction	124		124		—
Consumer automobile loans	—		—		—
Installment loans to individuals	—		—		—
	$	16,683	$	19,470	$	1,035

The following table presents the average recorded investment in impaired loans and related interest income recognized for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,
	2021						2020
(In Thousands)	Average Investment in Impaired Loans		Interest Income Recognized on an Accrual Basis on Impaired Loans		Interest Income Recognized on a Cash Basis on Impaired Loans		Average Investment in Impaired Loans		Interest Income Recognized on an Accrual Basis on Impaired Loans		Interest Income Recognized on a Cash Basis on Impaired Loans
Commercial, financial, and agricultural	$	2,052	$	13	$	—	$	1,543	$	33	$	14
Real estate mortgage:
Residential	5,218		53		—		5,117		63		2
Commercial	10,530		61		—		6,587		71		—
Construction	115		1		—		54		1		—
Consumer automobile	—		—		—		147		—		—
Other consumer installment loans	20		—		—		—		—		—
	$	17,935	$	128	$	—	$	13,448	$	168	$	16

Table of Contents


	Nine Months Ended September 30,
	2021						2020
(In Thousands)	Average Investment in Impaired Loans		Interest Income Recognized on an Accrual Basis on Impaired Loans		Interest Income Recognized on a Cash Basis on Impaired Loans		Average Investment in Impaired Loans		Interest Income Recognized on an Accrual Basis on Impaired Loans		Interest Income Recognized on a Cash Basis on Impaired Loans
Commercial, financial, and agricultural	$	1,458	$	43	$	—	$	1,849	$	34	$	14
Real estate mortgage:
Residential	5,650		151		—		5,535		177		2
Commercial	9,848		126		—		7,577		118		—
Construction	119		4		—		60		1		—
Consumer automobile	38		—		—		111		1		3
Other consumer installment loans	10		9		—		4		—		—
	$	17,123	$	333	$	—	$	15,136	$	331	$	19

Troubled Debt Restructurings

The loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring (“TDR”), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

There were five loan modifications considered to be TDRs completed during the nine months ended September 30, 2021, respectively. There were no loan modifications considered TDRs completed during the three and nine months ended September 30, 2020. Loan modifications that are considered TDRs completed during the three and nine months ended September 30, 2021 were as follows:


	Three Months Ended September 30,
	2021
(In Thousands, Except Number of Contracts)	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial, financial, and agricultural	—	$	—	$	—
Real estate mortgage:
Residential	—	—		—
Commercial	—	—		—
Construction	—	—		—
	—	$	—	$	—

Table of Contents


	Nine Months Ended September 30,
	2021
(In Thousands, Except Number of Contracts)	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial, financial, and agricultural	1	$	949	$	949
Real estate mortgage:
Residential	2	865		865
Commercial	2	855		855
Construction	—	—		—
	5	$	2,669	$	2,669

There were two loan modifications considered to be TDRs made during the twelve months prior to September 30, 2021 that defaulted during the nine months ended September 30, 2021. The defaulted loan type and recorded investment at September 30, 2021 are as follows: two residential real estate loan with a recorded investment of $706,000. There were two loan modifications considered to be TDRs made during the twelve months previous to September 30, 2020 that defaulted during the nine months ended September 30, 2020. The defaulted loan types and recorded investments at September 30, 2020 are as follows: one commercial real estate loan with a recorded investment of $1,040,000, and one commercial and agricultural loans with a recorded investment of $640,000.

Troubled debt restructurings amounted to $12,612,000 and $12,359,000 as of September 30, 2021 and December 31, 2020, respectively.

The amount of foreclosed residential real estate held at September 30, 2021 and December 31, 2020, totaled $83,000 and $401,000, respectively. Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at September 30, 2021 and December 31, 2020, totaled $193,000 and $629,154, respectively.

The Company began offering short-term loan modifications to provide relief to borrowers during the COVID-19 national emergency. The CARES Act along with a joint agency statement issued by federal and state banking agencies, provides that short-term modifications made in a good faith basis in response to COVID-19 who were current at the time the modification program is implemented do not need to be accounted for as TDRs. Loan modifications and payment deferrals have been at historical high levels as the impact of the pandemic continues. As of September 30, 2021, the loan modification/deferral program in place has generated deferrals of up to 180 days that have been granted on 1,371 loans with 14 loans remaining in their deferral period with an aggregate outstanding balance of $1,346,000. These loan modifications met applicable requirements to not be considered troubled debt restructurings. The Economic Aid to Hard-Hit Small Businesses, Non-profits and Venues Act (the “Economic Aid Act”) passed in December 2020 extended the CARES Act provisions permitting financial institutions to suspend TDR assessment and reporting requirements under generally accepted accounting principles until the earlier of 60 days after the date that the President terminates the COVID-19 national emergency or January 1, 2022. The number of customers seeking loan modifications or payment deferrals may increase as the effects of the pandemic continue.

Internal Risk Ratings

Management uses a ten point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The special mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a substandard classification. Loans in the substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are evaluated for substandard classification. Loans in the doubtful category exhibit the same weaknesses found in the substandard loans, however, the weaknesses are more pronounced. Such loans are static and collection in full is improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the debt. Loans classified loss are considered uncollectible and charge-off is imminent.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Banks have a structured loan rating process with several layers of internal and external oversight. Generally, consumer and

Table of Contents

residential mortgage loans are included in the pass category unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event. An external semi-annual loan review of large commercial relationships is performed, as well as a sample of smaller transactions. The 2021 loan review has an aggregate commercial relationship threshold of $1,750,000 which can consist of outstanding loans, commercial real estate mortgages and outstanding commitments. Detailed reviews, including plans for resolution, are performed on loans classified as substandard, doubtful, or loss on a quarterly basis.

The following table presents the credit quality categories identified above as of September 30, 2021 and December 31, 2020:


	September 30, 2021
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Consumer automobile		Other consumer installment loans
(In Thousands)			Residential		Commercial		Construction						Totals
Pass	$	176,189	$	584,538	$	360,033	$	45,144	$	146,663	$	9,718	$	1,322,285
Special Mention	442		240		6,160		686		—		—		7,528
Substandard	3,017		3,147		10,817		118		—		19		17,118
	$	179,648	$	587,925	$	377,010	$	45,948	$	146,663	$	9,737	$	1,346,931


	December 31, 2020
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Consumer automobile		Other consumer installment loans
(In Thousands)			Residential		Commercial		Construction						Totals
Pass	$	162,694	$	584,599	$	355,616	$	39,192	$	156,403	$	19,938	$	1,318,442
Special Mention	180		556		7,973		—		—		—		8,709
Substandard	1,869		4,566		9,599		117		—		2		16,153
	$	164,743	$	589,721	$	373,188	$	39,309	$	156,403	$	19,940	$	1,343,304

Allowance for Loan Losses

An allowance for loan losses (“ALL”) is maintained to absorb losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated future loss experience, and the amount of non-performing loans.

The Banks' methodology for determining the ALL is based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment (previously discussed) and ASC Subtopic 450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statements on the Allowance for Loan and Lease Losses and other bank regulatory guidance. The total of the two components represents the Banks' ALL.

Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate. Allowances are segmented based on collateral characteristics previously disclosed, and consistent with credit quality monitoring. Loans that are collectively evaluated for impairment are grouped into two classes for evaluation. A general allowance is determined for “Pass” rated credits, while a separate pool allowance is provided for “Criticized” rated credits that are not individually evaluated for impairment.

For the general allowances, historical loss trends are used in the estimation of losses in the current portfolio. These historical loss amounts are modified by other qualitative factors. A historical charge-off factor is calculated utilizing a twelve quarter moving average. However, management may adjust the moving average time frame by up to four quarters to adjust for variances in the economic cycle. Management has identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience. The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and non-accrual loans; trends in volumes and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value of underlying collateral; and concentrations of credit from a loan type, industry and/or geographic standpoint.

Loans in the criticized pools, which possess certain qualities or characteristics that may lead to collection and loss issues, are closely monitored by management and subject to additional qualitative factors. Management also monitors industry loss factors by loan segment for applicable adjustments to actual loss experience.

Table of Contents

Management reviews the loan portfolio on a quarterly basis in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

Activity in the allowance is presented for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30, 2021
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Consumer automobile		Other consumer installment
(In Thousands)			Residential		Commercial		Construction						Unallocated		Totals
Beginning Balance	$	1,846	$	4,619	$	4,436	$	212	$	1,824	$	44	$	1,457	$	14,438
Charge-offs	(10)		(29)		—		—		(12)		(116)		—		(167)
Recoveries	8		—		84		5		107		7		—		211
Provision	277		175		(500)		11		(226)		194		144		75
Ending Balance	$	2,121	$	4,765	$	4,020	$	228	$	1,693	$	129	$	1,601	$	14,557


	Three Months Ended September 30, 2020
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Consumer automobile		Other consumer installment
(In Thousands)			Residential		Commercial		Construction						Unallocated		Totals
Beginning Balance	$	1,953	$	4,478	$	3,335	$	150	$	2,214	$	127	$	720	$	12,977
Charge-offs	—		(6)		—		—		(200)		(33)		—		(239)
Recoveries	9		1		—		—		10		26		—		46
Provision	17		(24)		(290)		20		(27)		135		814		645
Ending Balance	$	1,979	$	4,449	$	3,045	$	170	$	1,997	$	255	$	1,534	$	13,429


t	Nine Months Ended September 30, 2021
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Consumer automobile		Other consumer installment
(In Thousands)			Residential		Commercial		Construction						Unallocated		Totals
Beginning Balance	$	1,936	$	4,460	$	3,635	$	134	$	1,906	$	261	$	1,471	$	13,803
Charge-offs	(45)		(172)		—		—		(235)		(173)		—		(625)
Recoveries	22		112		109		10		139		47		—		439
Provision	208		365		276		84		(117)		(6)		130		940
Ending Balance	$	2,121	$	4,765	$	4,020	$	228	$	1,693	$	129	$	1,601	$	14,557


	Nine Months Ended September 30, 2020
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Consumer automobile		Other consumer installment
(In Thousands)			Residential		Commercial		Construction						Unallocated		Totals
Beginning Balance	$	1,779	$	4,306	$	3,210	$	118	$	1,780	$	278	$	423	$	11,894
Charge-offs	(22)		(174)		—		—		(289)		(215)		—		(700)
Recoveries	32		48		—		5		17		93		—		195
Provision	190		269		(165)		47		489		99		1,111		2,040
Ending Balance	$	1,979	$	4,449	$	3,045	$	170	$	1,997	$	255	$	1,534	$	13,429

The shift in allocation and the decrease in the loan provision is primarily due to changes in the credit metrics within the loan portfolio, several commercial loans with specific loan loss allocations being paid off, and the economic uncertainty caused by the COVID-19 pandemic including supply chain disruptions.

The Company grants commercial, industrial, residential, and installment loans to customers primarily throughout north-east and central Pennsylvania. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within this region.

Table of Contents

The Company has a concentration of the following to gross loans at September 30, 2021 and 2020:


	September 30,
	2021		2020
Owners of residential rental properties	18.84	%	16.29	%
Owners of commercial rental properties	14.03	%	12.98	%

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment based on impairment method as of September 30, 2021 and December 31, 2020:


	September 30, 2021
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Consumer Automobile		Other consumer installment		Unallocated
(In Thousands)			Residential		Commercial		Construction								Totals
Allowance for Loan Losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	2	$	246	$	902	$	—	$	—	$	20	$	—	$	1,170
Collectively evaluated for impairment	2,119		4,519		3,118		228		1,693		109		1,601		13,387
Total ending allowance balance	$	2,121	$	4,765	$	4,020	$	228	$	1,693	$	129	$	1,601	$	14,557

Loans:
Individually evaluated for impairment	$	1,685	$	5,276	$	10,285	$	114	$	—	$	20			$	17,380

Collectively evaluated for impairment	177,963		582,649		366,725		45,834		146,663		9,717				1,329,551
Total ending loans balance	$	179,648	$	587,925	$	377,010	$	45,948	$	146,663	$	9,737			$	1,346,931


	December 31, 2020
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Consumer Automobile		Other consumer installment		Unallocated
(In Thousands)			Residential		Commercial		Construction								Totals
Allowance for Loan Losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	—	$	224	$	811	$	—	$	—	$	—	$	—	$	1,035
Collectively evaluated for impairment	1,936		4,236		2,824		134		1,906		261		1,471		12,768
Total ending allowance balance	$	1,936	$	4,460	$	3,635	$	134	$	1,906	$	261	$	1,471	$	13,803

Loans:
Individually evaluated for impairment	$	865	$	6,317	$	9,377	$	124	$	—	$	—			$	16,683

Collectively evaluated for impairment	163,878		583,404		363,811		39,185		156,403		19,940				1,326,621
Total ending loans balance	$	164,743	$	589,721	$	373,188	$	39,309	$	156,403	$	19,940			$	1,343,304

Note 7. Net Periodic Benefit Cost-Defined Benefit Plans

For a detailed disclosure on the Company’s pension and employee benefits plans, please refer to Note 13 of the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2020.

Table of Contents

The following sets forth the components of the net periodic benefit/cost of the domestic non-contributory defined benefit plan for the three and nine months ended September 30, 2021 and 2020, respectively:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2021		2020		2021		2020

Interest cost	$	127	$	161	$	381	$	481
Expected return on plan assets	(386)		(330)		(1,158)		(956)


Amortization of net loss	45		52		138		144
Net periodic benefit	$	(214)	$	(117)	$	(639)	$	(331)

Employer Contributions

The Company previously disclosed in its consolidated financial statements, included in the Annual Report on Form 10-K for the year ended December 31, 2020, that it expected to contribute a minimum of $500,000 to its defined benefit plan in 2021. As of September 30, 2021, there were contributions of $600,000 made to the plan with additional contributions of at least $100,000 anticipated during the remainder of 2021.

Note 8. Employee Stock Purchase Plan

The Company maintains an Employee Stock Purchase Plan (“Plan”). The Plan is intended to encourage employee participation in the ownership and economic progress of the Company. The Plan allows for up to 1,500,000 shares to be purchased by employees. The purchase price of the shares is 95% of market value with an employee eligible to purchase up to the lesser of 15% of base compensation or $12,000 in market value annually. During the nine months ended September 30, 2021 and 2020, there were 2,873 and 2,888 shares issued under the Plan, respectively.

Note 9. Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are primarily comprised of commitments to extend credit, standby letters of credit, and credit exposure from the sale of assets with recourse. These instruments involve, to varying degrees, elements of credit, interest rate, or liquidity risk in excess of the amount recognized in the Consolidated Balance Sheet. The contract amounts of these instruments express the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company may require collateral or other security to support financial instruments with off-balance sheet credit risk.

Financial instruments whose contract amounts represent credit risk are as follows at September 30, 2021 and December 31, 2020:


(In Thousands)	September 30, 2021		December 31, 2020
Commitments to extend credit	$	236,397	$	198,512
Standby letters of credit	9,949		10,120
Credit exposure from the sale of assets with recourse	10,031		9,182
	$	256,377	$	217,814

Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, on an extension of credit is based on management’s credit assessment of the counterparty.

Standby letters of credit represent conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments are issued primarily to support bid or performance related contracts. The coverage period for these instruments is typically a one year period with an annual renewal option subject to prior approval by management.

Table of Contents

Fees earned from the issuance of these letters are recognized upon expiration of the coverage period. For secured letters of credit, the collateral is typically Bank deposit instruments or customer business assets.

Note 10. Fair Value Measurements

The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value.


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

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

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

This hierarchy requires the use of observable market data when available.

The following table presents the assets reported on the Consolidated Balance Sheet at their fair value on a recurring basis as of September 30, 2021 and December 31, 2020, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.


	September 30, 2021
(In Thousands)	Level I		Level II		Level III		Total
Assets measured on a recurring basis:
Investment securities, available for sale:

Mortgage-backed securities	$	—	$	1,775	$	—	$	1,775

State and political securities	—		116,474		—		116,474
Other debt securities	—		48,511		—		48,511
Investment equity securities:

Other equity securities	1,263		—		—		1,263
Investment securities, trading:

Other equity securities	40		—		—		40


	December 31, 2020
(In Thousands)	Level I		Level II		Level III		Total
Assets measured on a recurring basis:
Investment securities, available for sale:

Mortgage-backed securities	$	—	$	2,141	$	—	$	2,141

State and political securities	—		108,013		—		108,013
Other debt securities	—		52,107		—		52,107
Investment equity securities:

Other equity securities	1,288		—		—		1,288
Investment securities, trading:

Other equity securities	40		—		—		40

The following table presents the assets reported on the Consolidated Balance Sheet at their fair value on a non-recurring basis as of September 30, 2021 and December 31, 2020, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Table of Contents


	September 30, 2021
(In Thousands)	Level I		Level II		Level III		Total
Assets measured on a non-recurring basis:
Impaired loans	$	—	$	—	$	16,210	$	16,210
Other real estate owned	—		—		83		83


	December 31, 2020
(In Thousands)	Level I		Level II		Level III		Total
Assets measured on a non-recurring basis:
Impaired loans	$	—	$	—	$	15,648	$	15,648
Other real estate owned	—		—		401		401

The following tables present a listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques as of September 30, 2021 and December 31, 2020:

September 30, 2021

Quantitative Information About Level III Fair Value Measurements

(In Thousands)

Fair Value

Valuation Technique(s)

Unobservable Inputs

Range

Weighted Average

Impaired loans

13,826

Discounted cash flow

Temporary reduction in payment amount

3% to (63)%

(7)%

2,384

Appraisal of collateral (1)

Appraisal adjustments (1)

0% to (30)%

(15)%

Other real estate owned

Appraisal of collateral (1)

Appraisal adjustments (1)

(20)%

(1) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

December 31, 2020

Quantitative Information About Level III Fair Value Measurements

(In Thousands)

Fair Value

Valuation Technique(s)

Unobservable Inputs

Range

Weighted Average

Impaired loans

8,624

Discounted cash flow

Temporary reduction in payment amount

17% to (63)%

(18)%

7,024

Appraisal of collateral (1)

Appraisal adjustments (1)

0% to (30)%

(8)%

Other real estate owned

401

Appraisal of collateral (1)

Appraisal adjustments (1)

(20)%

(1) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

The discounted cash flow valuation technique is utilized to determine the fair value of performing impaired loans, while non-performing impaired loans utilize the appraisal of collateral method.

The significant unobservable inputs used in the fair value measurement of the Company’s impaired loans using the discounted cash flow valuation technique include temporary changes in payment amounts and the probability of default. Significant increases (decreases) in payment amounts would result in significantly higher (lower) fair value measurements. The probability of default is 0% for impaired loans using the discounted cash flow valuation technique because all defaulted impaired loans are valued using the appraisal of collateral valuation technique.

The significant unobservable input used in the fair value measurement of the Company’s impaired loans using the appraisal of collateral valuation technique include appraisal adjustments, which are adjustments to appraisals by management for qualitative factors such as economic conditions and estimated liquidation expenses. The significant unobservable input used in the fair value measurement of the Company’s other real estate owned are the same inputs used to value impaired loans using the appraisal of collateral valuation technique.

Table of Contents

Note 11. Fair Value of Financial Instruments

The Company is required to disclose fair values for its financial instruments. Fair values are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Also, it is the Company’s general practice and intention to hold most of its financial instruments to maturity and not to engage in trading or sales activities. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These fair values are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions can significantly affect the fair values.

Fair values have been determined by the Company using historical data and an estimation methodology suitable for each category of financial instruments. The Company’s fair values, methods, and assumptions are set forth below for the Company’s other financial instruments.

As certain assets and liabilities, such as deferred tax assets, premises and equipment, and many other operational elements of the Company, are not considered financial instruments but have value, this fair value of financial instruments would not represent the full market value of the Company.

The fair values of the Company’s financial instruments not recorded at fair value on a recurring or nonrecurring basis are as follows at September 30, 2021 and December 31, 2020:


	Carrying		Fair		Fair Value Measurements at September 30, 2021
(In Thousands)	Value		Value		Level I		Level II		Level III
Financial assets:
Cash and cash equivalents (1)	$	281,647	$	281,647	$	281,647	$	—	$	—




Restricted investment in bank stock (1)	14,649		14,649		14,649		—		—
Loans held for sale (1)	3,246		3,246		3,246		—		—
Loans, net	1,332,668		1,340,252		—		—		1,340,252
Bank-owned life insurance (1)	33,836		33,836		33,836		—		—
Accrued interest receivable (1)	8,529		8,529		8,529		—		—

Financial liabilities:
Interest-bearing deposits	$	1,111,144	$	1,114,193	$	876,786	$	—	$	237,407
Noninterest-bearing deposits (1)	481,875		481,875		481,875		—		—
Short-term borrowings (1)	9,404		9,404		9,404		—		—
Long-term borrowings	126,007		129,392		—		—		129,392
Accrued interest payable (1)	828		828		828		—		—

(1) The financial instrument is carried at cost at September 30, 2021, which approximate the fair value of the instruments

Table of Contents


	Carrying		Fair		Fair Value Measurements at December 31, 2020
(In Thousands)	Value		Value		Level I		Level II		Level III
Financial assets:
Cash and cash equivalents (1)	$	213,358	$	213,358	$	213,358	$	—	$	—



Restricted investment in bank stock (1)	15,377		15,377		15,377		—		—
Loans held for sale (1)	5,239		5,239		5,239		—		—
Loans, net	1,330,524		1,339,993		—		—		1,339,993
Bank-owned life insurance (1)	33,638		33,638		33,638		—		—
Accrued interest receivable (1)	8,394		8,394		8,394		—		—

Financial liabilities:
Interest-bearing deposits	$	1,045,086	$	1,048,281	$	781,441	$	—	$	266,840
Noninterest-bearing deposits (1)	449,357		449,357		449,357		—		—
Short-term borrowings (1)	5,244		5,244		5,244		—		—
Long-term borrowings	153,475		159,575		—		—		159,575
Accrued interest payable (1)	1,112		1,112		1,112		—		—

(1) The financial instrument is carried at cost at December 31, 2020, which approximate the fair value of the instruments

The methods and assumptions used by the Company in estimating fair values of financial instruments at September 30, 2021 is in accordance with ASC Topic 825, Financial Instruments, as amended by ASU 2016-01 which requires public entities to use exit pricing in the calculation of the above tables.

Note 12. Stock Options

In 2020, the Company adopted the 2020 Equity Incentive Plan which replaced the 2014 Equity Incentive Plan that did not have any remaining shares available for issuance. The plans are designed to help the Company attract, retain, and motivate employees and non-employee directors. Incentive stock options, non-qualified stock options, restricted stock, restricted stock units, and other equity-based awards may be granted as part of the plan.

As of January 1, 2021, the Company had a total of 841,275 stock options outstanding. During the period ended September 30, 2021, the Company issued 234,500 stock options with a strike price of $24.23 to a group of employees. The options granted in 2021 all expire ten years from the grant date. Of the 234,500 grants awarded in 2021, 156,500 of the options vest in three years while the 78,000 remaining options vest in five years.


Stock Options Granted
Date	Shares	Forfeited	Outstanding	Strike Price		Vesting Period	Expiration
April 9, 2021	156,500	—	156,500	$	24.23	3 years	10 years
April 9, 2021	78,000	—	78,000	24.23		5 years	10 years
March 11, 2020	119,300	—	119,300	25.31		3 years	10 years
March 11, 2020	119,200	—	119,200	25.31		5 years	10 years
March 15, 2019	120,900	(12,900)	108,000	28.01		3 years	10 years
March 15, 2019	119,100	(12,600)	106,500	28.01		5 years	10 years
August 24, 2018	75,300	(9,900)	65,400	30.67		3 years	10 years
August 24, 2018	149,250	(19,800)	129,450	30.67		5 years	10 years
January 5, 2018	18,750	—	18,750	30.07		3 years	10 years
January 5, 2018	18,750	—	18,750	30.07		5 years	10 years
March 24, 2017	69,375	(11,250)	58,125	29.47		3 years	10 years
March 24, 2017	35,625	(2,250)	33,375	29.47		5 years	10 years
August 27, 2015	58,125	(24,000)	34,125	28.02		5 years	10 years

Table of Contents

A summary of stock option activity is presented below:


	September 30, 2021			September 30, 2020
	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Outstanding, beginning of year	841,275	$	28.17	625,800	$	29.29
Granted	234,500	24.23		238,500	25.34
Exercised	—	—		—	—
Forfeited	(30,300)	29.33		—	—
Expired	—	—		—	—
Outstanding, end of period	1,045,475	$	27.25	864,300	$	28.20

Exercisable, end of period	176,400	$	29.70	97,875	$	28.95

The estimated fair value of options, including the effect of estimated forfeitures, is recognized as expense on a straightline basis over the options’ vesting periods while ensuring that the cumulative amount of compensation cost recognized at least equals the value of the vested portion of the award at that date. The Company determines the fair value of options granted using the Black-Scholes option-pricing model. The risk-free interest rate is based on the United States Treasury bond with a similar term to the expected life of the options at the grant date. Expected volatility was estimated based on the adjusted historic volatility of the Company’s shares. The expected life was estimated to equal the contractual life of the options. The dividend yield rate was based upon recent historical dividends paid on shares.

Compensation expense for stock options is recognized using the fair value when the stock options are granted and is amortized over the options' vesting period. Compensation expense related to stock options was $227,000 and $754,000 for the three and nine months ended September 30, 2021 compared to $239,000 and $675,000 for the same periods of 2020. As of September 30, 2021, a total of 176,400 stock options were exercisable and the weighted average years to expiration of all options was 7.19 years. Total unrecognized compensation cost for non-vested options was $2,142,000 and will be recognized over their weighted average remaining vesting period of 1.17 years.

Note 13. Leases

The following table shows finance lease right of use assets and finance lease liabilities as of:



(In Thousands)	Statement of Financial Condition classification	September 30, 2021		December 31, 2020
Finance lease right of use assets	Premises and equipment, net	$	7,543	$	5,257
Finance lease liabilities	Long-term borrowings	8,007		5,475

The following table shows the components of finance and operating lease expense for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2021		2020		2021		2020

Finance Lease Cost:
Amortization of right-of-use asset	$	108	$	50	$	367	$	150
Interest expense	62		53		195		159
Operating lease cost	73		76		223		243

Variable lease cost	—		—		—		—
Total Lease Cost	$	243	$	179	$	785	$	552

Table of Contents

A maturity analysis of operating and finance lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows:



(In Thousands)	Operating		Finance
2021	$	71	$	104
2022	290		420
2023	265		421
2024	255		427
2025	257		929
2026 and thereafter	2,829		9,664
Total undiscounted cash flows	3,967		11,965
Discount on cash flows	(1,020)		(3,958)
Total lease liability	$	2,947	$	8,007

The following table shows the weighted average remaining lease term and weighted average discount rate for both operating and finance leases outstanding as of September 30, 2021.



	Operating		Finance
Weighted-average term (years)	17.8		24.6
Weighted-average discount rate	3.52	%	3.19	%

Note 14. Reclassification of Comparative Amounts

Certain comparative amounts for the prior period have been reclassified to conform to current period presentations. Such reclassifications had no effect on net income or shareholders’ equity.

Note 15. Subsequent Events

All events subsequent to the date of the consolidated financial statements through November 9, 2021, and for which U.S. GAAP requires adjustment or disclosure, have been adjusted or disclosed, including that the 2019 novel coronavirus (or COVID-19) has adversely affected, and may continue to adversely affect, economic activity globally, nationally, and locally. In response to COVID-19, among other things, the Company has incurred loan rate modifications and payment deferrals of up to 180 days. For further discussion, see COVID-19 Impact section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Note 16. Risks and Uncertainties

The impact of COVID-19 on the Corporation’s financial results is evolving and uncertain. The pandemic and its associated impacts on trade, travel, employee productivity, unemployment and consumer spending has resulted in less economic activity and volatility and disruption in the financial markets. The ultimate extent of the impact of the COVID-19 pandemic on the Company 's business, financial condition, and results of operations is currently uncertain and will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory, and private sector responses to the pandemic, and the associated impacts on the economy, financial markets and our customers, employees, and vendors. While the full effects of the pandemic remain unknown, the Company is committed to supporting its customers, employees, and communities during this difficult time.

Table of Contents

CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Report contains certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements which are other than statements of historical fact. The Company cautions readers that the following important factors, among others, may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, with which the Company must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company’s organization, compensation and benefit plans; (iii) the effect on the Company’s competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non-bank providers of various financial services; (iv) the effect of changes in interest rates; (v) the negative impacts and disruptions of the COVID-19 pandemic and measures taken to contain its spread on our employees, customers, business operations, credit quality, financial position, liquidity and results of operations; (vi) the length and extent of the economic contraction as a result of the COVID-19 pandemic; or (vii) the effect of changes in the business cycle and downturns in the local, regional or national economies; and (viii) the Risk Factors identified in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and in other filings made by the Company under the Securities Exchange Act of 1934.

You should not put undue reliance on any forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Table of Contents

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

EARNINGS SUMMARY

Comparison of the Three and Nine Months Ended September 30, 2021 and 2020

Summary Results

Net income for the three and nine months ended September 30, 2021 was $4,125,000 and $11,154,000 compared to $4,472,000 and $11,305,000 for the same periods of 2020. Results for the three and nine months ended September 30, 2021 compared to 2020 were impacted by a decrease in after-tax securities gains of $767,000 (from a gain of $799,000 to a gain of $32,000) for the three month period and a decrease in after-tax securities gains of $739,000 (from a gain of $975,000 to a gain of $236,000) for the nine month period. Basic and diluted earnings per share for the three and nine months ended September 30, 2021 were $0.58 and $1.58 compared to basic and diluted earnings per share of $0.63 and $1.61, respectively, for the corresponding periods of 2020. Return on average assets and return on average equity were 0.86% and 9.85% for the three months ended September 30, 2021 compared to 0.97% and 11.05% for the corresponding period of 2020. Return on average assets and return on average equity were 0.79% and 9.17% for the nine months ended September 30, 2021 compared to 0.85% and 9.57% for the corresponding period of 2020. Net income from core operations (“core earnings”) was $4,093,000 and $10,918,000 for the three and nine months ended September 30, 2021 compared to $3,673,000 and $10,330,000 for the corresponding periods of 2020. Core basic and diluted earnings per share for the three and nine months ended September 30, 2021 were $0.58 and $1.55 compared to $0.52 and $1.47 basic and diluted for the corresponding periods of 2020.

Management uses the non-GAAP measure of net income from core operations in its analysis of the Company’s performance. This measure, as used by the Company, adjusts net income by excluding significant gains or losses that are unusual in nature. Because certain of these items and their impact on the Company’s performance are difficult to predict, management believes the presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of the Company’s core businesses. For purposes of this Quarterly Report on Form 10-Q, net income from core operations means net income adjusted to exclude after-tax net securities gains or losses. These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Reconciliation of GAAP and Non-GAAP Financial Measures


(Dollars in Thousands, Except Per Share Data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
GAAP net income	$	4,125	$	4,472	$	11,154	$	11,305
Less: net securities gains, net of tax	32		799		236		975
Non-GAAP core earnings	$	4,093	$	3,673	$	10,918	$	10,330


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Return on average assets (ROA)	0.86	%	0.97	%	0.79	%	0.85	%
Less: net securities gains, net of tax	—	%	0.18	%	0.02	%	0.07	%
Non-GAAP core ROA	0.86	%	0.79	%	0.77	%	0.78	%


		Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020
Return on average equity (ROE)		9.85	%	11.05	%	9.17	%	9.57	%
Less: net securities gains, net of tax		0.07	%	1.97	%	0.19	%	0.82	%
Non-GAAP core ROE	.	9.78	%	9.08	%	8.98	%	8.75	%

Table of Contents


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Basic earnings per share (EPS)	$	0.58	$	0.63	$	1.58	$	1.61
Less: net securities gains, net of tax	—		0.11		0.03		0.14
Non-GAAP core operating EPS	$	0.58	$	0.52	$	1.55	$	1.47


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Diluted EPS	$	0.58	$	0.63	$	1.58	$	1.61
Less: net securities gains, net of tax	—		0.11		0.03		0.14
Non-GAAP diluted core EPS	$	0.58	$	0.52	$	1.55	$	1.47

Interest and Dividend Income

Interest and dividend income for the three and nine months ended September 30, 2021 decreased to $14,714,000 and $43,715,000, respectively, compared to $15,387,000 and $47,592,000 for the same periods of 2020 as the interest rate environment remains at a level below historical levels. Loan portfolio income decreased due to a decrease in average rate paid on loans and a decrease in the average loan portfolio balance. Investment securities income decreased as the increase in the average portfolio balance was more than offset by a decrease in the average rate earned on the portfolio. The increase in dividend and other interest income is due to an increase in the amount of dividends received on restricted investment in bank stock held.

Interest and dividend income composition for the three and nine months ended September 30, 2021 and 2020 was as follows:


	Three Months Ended
	September 30, 2021				September 30, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Loans including fees	$	13,382	90.95	%	$	14,080	91.51	%	$	(698)	(4.96)	%
Investment securities:
Taxable	834		5.67		925		6.01		(91)		(9.84)
Tax-exempt	160		1.09		170		1.10		(10)		(5.88)
Dividend and other interest income	338		2.29		212		1.38		126		59.43
Total interest and dividend income	$	14,714	100.00	%	$	15,387	100.00	%	$	(673)	(4.37)	%


	Nine Months Ended
	September 30, 2021				September 30, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Loans including fees	$	39,826	91.10	%	$	43,403	91.20	%	$	(3,577)	(8.24)	%
Investment securities:
Taxable	2,491		5.70		2,958		6.22		(467)		(15.79)
Tax-exempt	495		1.13		484		1.02		11		2.27
Dividend and other interest income	903		2.07		747		1.57		156		20.88
Total interest and dividend income	$	43,715	100.00	%	$	47,592	100.01	%	$	(3,877)	(8.15)	%

Interest Expense

Interest expense for the three and nine months ended September 30, 2021 decreased $1,460,000 and $4,418,000, respectively, compared to the same periods of 2020. Since March 31, 2020, interest-bearing deposit rates have been significantly reduced due to the economic impact of COVID-19 and an increased level of excess balance sheet liquidity. The decrease in deposit rates was offset in part by a significant increase in average interest-bearing demand deposits. Growth in the deposit portfolio has allowed for a decrease in average short and long-term borrowings resulting in decreased expense levels for the three and nine month periods.

Table of Contents

Interest expense composition for the three and nine months ended September 30, 2021 and 2020 was as follows:


	Three Months Ended
	September 30, 2021				September 30, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Deposits	$	1,308	62.83	%	$	2,569	72.53	%	$	(1,261)	(49.09)	%
Short-term borrowings	3		0.14		8		0.23		(5)		(62.50)
Long-term borrowings	771		37.03		965		27.24		(194)		(20.10)
Total interest expense	$	2,082	100.00	%	$	3,542	100.00	%	$	(1,460)	(41.22)	%


	Nine Months Ended
	September 30, 2021				September 30, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Deposits	$	4,481	64.77	%	$	8,406	74.15	%	$	(3,925)	(46.69)	%
Short-term borrowings	7		0.10		37		0.33		(30)		(81.08)
Long-term borrowings	2,430		35.13		2,893		25.52		(463)		(16.00)
Total interest expense	$	6,918	100.00	%	$	11,336	100.00	%	$	(4,418)	(38.97)	%

Net Interest Margin

The net interest margin for the three and nine months ended September 30, 2021 was 2.85% and 2.84%, compared to 2.76% and 2.97% for the corresponding periods of 2020. The decrease in the net interest margin for the nine month period was driven by a decrease in the yield of the loan portfolio of 19 and 32 basis points ("bps"), while the investment portfolio yield declined 51 and 59 bps, respectively, during the current low interest rate environment. Further compressing the net interest margin was the significant increase of interest-bearing deposits. These deposits carry a current yield of a few basis points as commercial customers have received PPP funding and retail customers have received stimulus funding. Rates paid on interest-bearing deposit liabilities decreased 48 and 53 bps as rates paid on interest-bearing deposits were decreased significantly during 2020 and 2021 due to the economic impact of COVID-19 prolonging the low interest rate environment. These deposit rate decreases have partially offset the decline in earning asset yield.

Table of Contents

The following is a schedule of average balances and associated yields for the three and nine months ended September 30, 2021 and 2020:


	AVERAGE BALANCES AND INTEREST RATES
	Three Months Ended September 30, 2021						Three Months Ended September 30, 2020
(In Thousands)	Average Balance (1)		Interest		Average Rate		Average Balance (1)		Interest		Average Rate
Assets:
Tax-exempt loans (3)	$	46,193	$	307	2.64	%	$	42,047	$	386	3.65	%
All other loans	1,296,790		13,139		4.02	%	1,313,474		13,775		4.17	%
Total loans (2)	1,342,983		13,446		3.97	%	1,355,521		14,161		4.16	%

Federal funds sold	40,000		72		0.71	%	—		—		—	%

Taxable securities	150,308		1,022		2.76	%	140,695		1,116		3.23	%
Tax-exempt securities (3)	37,069		203		2.22	%	30,587		216		2.87	%
Total securities	187,377		1,225		2.65	%	171,282		1,332		3.16	%

Interest-bearing deposits	205,715		78		0.15	%	203,817		21		0.04	%

Total interest-earning assets	1,776,075		14,821		3.32	%	1,730,620		15,514		3.57	%

Other assets	132,820						121,901

Total assets	$	1,908,895					$	1,852,521

Liabilities and shareholders’ equity:
Savings	$	228,255	22		0.04	%	$	199,420	51		0.10	%
Super Now deposits	308,591		219		0.28	%	273,190		489		0.71	%
Money market deposits	306,177		238		0.31	%	263,926		330		0.50	%
Time deposits	248,649		829		1.32	%	329,190		1,699		2.05	%
Total interest-bearing deposits	1,091,672		1,308		0.48	%	1,065,726		2,569		0.96	%

Short-term borrowings	8,696		3		0.14	%	17,517		8		0.18	%
Long-term borrowings	133,536		771		2.29	%	165,064		965		2.33	%
Total borrowings	142,232		774		2.16	%	182,581		973		2.12	%

Total interest-bearing liabilities	1,233,904		2,082		0.67	%	1,248,307		3,542		1.13	%

Demand deposits	490,500						424,753
Other liabilities	17,027						17,644
Shareholders’ equity	167,464						161,817

Total liabilities and shareholders’ equity	$	1,908,895					$	1,852,521
Interest rate spread					2.65	%					2.44	%
Net interest income/margin			$	12,739	2.85	%			$	11,972	2.76	%

Table of Contents


	AVERAGE BALANCES AND INTEREST RATES
	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
(In Thousands)	Average Balance (1)		Interest		Average Rate		Average Balance (1)		Interest		Average Rate
Assets:
Tax-exempt loans (3)	$	46,217	$	991	2.87	%	$	46,476	$	1,138	3.27	%
All other loans	1,292,028		39,043		4.04	%	1,304,207		42,504		4.35	%
Total loans (2)	1,338,245		40,034		4.00	%	1,350,683		43,642		4.32	%

Federal funds sold	21,993		117		0.71	%	—		—		—	%

Taxable securities	147,942		3,105		2.84	%	143,601		3,582		3.38	%
Tax-exempt securities	36,638		627		2.31	%	27,558		613		3.02	%
Total securities	184,580		3,732		2.73	%	171,159		4,195		3.32	%

Interest-bearing deposits	206,895		172		0.11	%	125,447		123		0.13	%

Total interest-earning assets	1,751,713		44,055		3.37	%	1,647,289		47,960		3.89	%

Other assets	128,567						116,868

Total assets	$	1,880,280					$	1,764,157

Liabilities and shareholders’ equity:
Savings	$	222,889	94		0.06	%	$	189,205	209		0.15	%
Super Now deposits	294,570		694		0.31	%	248,327		1,322		0.71	%
Money market deposits	307,309		761		0.33	%	234,772		1,225		0.70	%
Time deposits	253,130		2,932		1.55	%	356,897		5,650		2.11	%
Total interest-bearing deposits	1,077,898		4,481		0.56	%	1,029,201		8,406		1.09	%

Short-term borrowings	7,152		7		0.13	%	13,195		37		0.37	%
Long-term borrowings	138,669		2,430		2.34	%	165,702		2,893		2.33	%
Total borrowings	145,821		2,437		2.23	%	178,897		2,930		2.19	%

Total interest-bearing liabilities	1,223,719		6,918		0.76	%	1,208,098		11,336		1.25	%

Demand deposits	473,088						378,889
Other liabilities	21,327						19,682
Shareholders’ equity	162,146						157,488

Total liabilities and shareholders’ equity	$	1,880,280					$	1,764,157
Interest rate spread					2.61	%					2.64	%
Net interest income/margin			$	37,137	2.84	%			$	36,624	2.97	%

The following table presents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In Thousands)	2021		2020		2021		2020
Total interest income	$	14,714	$	15,387	$	43,715	$	47,592
Total interest expense	2,082		3,542		6,918		11,336
Net interest income	12,632		11,845		36,797		36,256
Tax equivalent adjustment	107		127		340		368
Net interest income (fully taxable equivalent)	$	12,739	$	11,972	$	37,137	$	36,624

Table of Contents

The following table sets forth the respective impact that both volume and rate changes have had on net interest income on a fully taxable equivalent basis for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021 vs. 2020						2021 vs. 2020
	Increase (Decrease) Due to						Increase (Decrease) Due to
(In Thousands)	Volume		Rate		Net		Volume			Rate		Net
Interest income:
Tax-exempt loans	$	35	$	(114)	$	(79)	$	(6)		$	(141)	$	(147)
All other loans	(166)		(470)		(636)		(401)			(3,060)		(3,461)
Federal funds sold	72		—		72		117			—		117
Taxable investment securities	76		(170)		(94)		47			(524)		(477)
Tax-exempt investment securities	42		(55)		(13)		121			(107)		14
Interest bearing deposits	—		57		57		53			(4)		49
Total interest-earning assets	59		(752)		(693)		(69)			(3,836)		(3,905)

Interest expense:
Savings deposits	6		(35)		(29)		12			(127)		(115)
Super Now deposits	56		(326)		(270)		89			(717)		(628)
Money market deposits	47		(139)		(92)		147			(611)		(464)
Time deposits	(354)		(516)		(870)		(1,421)			(1,297)		(2,718)
Short-term borrowings	(3)		(2)		(5)		(12)		0	(18)		(30)
Long-term borrowings	(178)		(16)		(194)		(467)		0	4		(463)
Total interest-bearing liabilities	(426)		(1,034)		(1,460)		(1,652)			(2,766)		(4,418)
Change in net interest income	$	485	$	282	$	767	$	1,583		$	(1,070)	$	513

Provision for Loan Losses

The provision for loan losses is based upon management’s quarterly review of the loan portfolio. The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served. An external independent loan review is also performed annually for the Banks. Management remains committed to an aggressive program of problem loan identification and resolution.

The allowance for loan losses is determined by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined. Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, and historical loan loss experience. In addition, management considers industry standards and trends with respect to non-performing loans and its knowledge and experience with specific lending segments.

Although management believes it uses the best information available to make such determinations and that the allowance for loan losses is adequate at September 30, 2021, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations. A downturn in the local economy, increased unemployment, and delays in receiving financial information from borrowers could result in increased levels of nonperforming assets, charge-offs, loan loss provisions, and reductions in income. Additionally, as an integral part of the examination process, bank regulatory agencies periodically review the Banks' loan loss allowance. The banking agencies could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination.

When determining the appropriate allowance level, management has attributed the allowance for loan losses to various portfolio segments; however, the allowance is available for the entire portfolio as needed.

The allowance for loan losses increased from $13,803,000 at December 31, 2020 to $14,557,000 at September 30, 2021. The increase in the allowance for loan losses was primarily driven by the economic uncertainity caused by the COVID-19 pandemic. At September 30, 2021 and December 31, 2020, the allowance for loan losses to total loans was 1.08% and 1.03%, respectively.

Table of Contents

The provision for loan losses totaled $75,000 and $940,000 for the three and nine months ended September 30, 2021 and the amount for the corresponding 2020 periods was $645,000 and $2,040,000, respectively. The decrease in the provision for loan losses for the three and nine months ended September 30, 2021 compared to the corresponding 2020 periods was the result of economic improvement and a decrease in the loan portfolio, offset by continued economic uncertainty caused by COVID-19 and supply chain shortages.

Nonperforming loans decreased to $7,763,000 at September 30, 2021 from $10,553,000 at September 30, 2020 primarily due to a commercial loan relationship that was paid-off during the fourth quarter of 2020. The majority of nonperforming loans involve loans that are either in a secured position and have sureties with a strong underlying financial position or have a specific allocation for any impairment recorded within the allowance for loan losses. The ratio of nonperforming loans to total loans was 0.58% and 0.78% at September 30, 2021 and 2020, respectively, and the ratio of the allowance for loan losses to nonperforming loans was 187.52% and 127.25% at September 30, 2021 and 2020, respectively. Internal loan review and analysis coupled with changes in the loan portfolio composition and the impact of the COVID-19 pandemic resulted in a provision for loan losses of $940,000 for the nine months ended September 30, 2021.

The following is a table showing total nonperforming loans as of:


	Total Nonperforming Loans
(In Thousands)	90 Days Past Due		Non-accrual		Total
September 30, 2021	$	854	$	6,909	$	7,763
June 30, 2021	529		7,402		7,931
March 31, 2021	607		8,665		9,272
December 31, 2020	1,212		9,122		10,334
September 30, 2020	791		9,762		10,553

Non-interest Income

Total non-interest income for the three and nine months ended September 30, 2021 compared to the same periods in 2020 decreased $1,084,000 and $619,000, respectively. Excluding net securities gains, non-interest income for the three and nine months ended September 30, 2021 decreased $113,000 and increased $315,000, respectively, compared to the same periods in 2020. Gain on sale of loans decreased for the three and nine month periods as the product mix has caused the Company to increasingly act in a broker capacity with the fee income from broker activity included in other income. Service charges increased for the three month period as the economy continued to reopen during the three months ended September 30, 2021. Service charges declined for the nine month period as overdraft fee income has declined as a result of the impact of the COVID-19 pandemic. Brokerage commissions have fluctuated due to changes in the product mix and reduced consumer activity during the COVID-19 pandemic, while the further reopening of the economy during the three months ended September 30, 2021 has led to increased activity. The increase in debit card fees is a result of an increase in debit card usage. The fluctuation in other income results primarily from other fees associated with loans sold on the secondary market as the Company acted in a broker capacity. Insurance commissions continue to increase as the insurance company continues to build a customer base.

Table of Contents

Non-interest income composition for the three and nine months ended September 30, 2021 and 2020 was as follows:


	Three Months Ended
	September 30, 2021				September 30, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Service charges	$	456	15.45	%	$	388	9.62	%	$	68	17.53	%
Net debt securities gains, available for sale	48		1.63		1,013		25.11		(965)		95.26
Net equity securities losses	(6)		(0.20)		—		—		(6)		n/a
Net securities losses, trading	(2)		(0.07)		(2)		(0.05)		—		—
Bank-owned life insurance	279		9.45		156		3.87		123		78.85
Gain on sale of loans	456		15.45		1,449		35.91		(993)		(68.53)
Insurance commissions	129		4.37		101		2.50		28		27.72
Brokerage commissions	237		8.03		224		5.55		13		5.80
Debit card income	388		13.15		352		8.72		36		10.23
Other	966		32.74		354		8.77		612		172.88
Total non-interest income	$	2,951	100.00	%	$	4,035	100.00	%	$	(1,084)	(26.86)	%


	Nine Months Ended
	September 30, 2021				September 30, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Service charges	$	1,218	14.37	%	$	1,249	13.74	%	$	(31)	(2.48)	%
Net debt securities gains, available for sale	323		3.81		1,220		13.42		(897)		73.52
Net equity securities (losses) gains	(25)		(0.30)		30		0.33		(55)		183.33
Net securities gains (losses), trading	1		0.01		(16)		(0.18)		17		(106.25)
Bank-owned life insurance	614		7.25		492		5.41		122		24.80
Gain on sale of loans	2,034		24.00		2,921		32.12		(887)		(30.37)
Insurance commissions	436		5.15		320		3.52		116		36.25
Brokerage commissions	663		7.82		779		8.57		(116)		(14.89)
Debit card income	1,166		13.76		936		10.29		230		24.57
Other	2,044		24.13		1,162		12.78		882		75.90
Total non-interest income	$	8,474	100.00	%	$	9,093	100.00	%	$	(619)	(6.81)	%

Non-interest Expense

Total non-interest expense increased $740,000 and $1,218,000 for the three and nine months ended September 30, 2021 compared to the same periods of 2020. The increase in salaries and employee benefits is attributable to a branch opening and the callback of employees who were in lay off status during a portion of the 2020 periods due to the COVID-19 pandemic. Furniture and equipment expenses in addition to occupancy expenses increased as maintenance costs have increased and an increase in the level of depreciation. Software amortization decreased as the number of vendors is being consolidated resulting in new licensing fee structures at a lower cost. Other expense decreased for the nine month period primarily from the change in expense associated with the defined benefit pension and a decrease in the amortization of the low income housing partnerships. Marketing expense increased for the three and nine months ended September 30, 2021 compared to the same periods of 2020 as direct mail marketing significantly increased from 2020 levels when the COVID-19 pandemic limited economic activity and included government mandated economic restrictions.

Table of Contents

Non-interest expense composition for the three and nine months ended September 30, 2021 and 2020 was as follows:


	Three Months Ended
	September 30, 2021				September 30, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Salaries and employee benefits	$	5,837	55.87	%	$	5,465	56.30	%	$	372	6.81	%
Occupancy	745		7.13		599		6.17		146		24.37
Furniture and equipment	883		8.45		837		8.62		46		5.50
Software amortization	226		2.16		257		2.65		(31)		(12.06)
Pennsylvania shares tax	373		3.57		340		3.50		33		9.71
Professional fees	615		5.89		608		6.26		7		1.15
Federal Deposit Insurance Corporation deposit insurance	220		2.11		271		2.79		(51)		(18.82)

Marketing	231		2.21		61		0.63		170		278.69
Intangible amortization	44		0.42		53		0.55		(9)		(16.98)
Other	1,273		12.19		1,216		12.53		57		4.69
Total non-interest expense	$	10,447	100.00	%	$	9,707	100.00	%	$	740	7.62	%


	Nine Months Ended
	September 30, 2021				September 30, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Salaries and employee benefits	$	17,107	55.82	%	$	16,362	55.60	%	$	745	4.55	%
Occupancy	2,438		7.96		1,927		6.55		511		26.52
Furniture and equipment	2,663		8.69		2,525		8.58		138		5.47
Software amortization	632		2.06		743		2.52		(111)		(14.94)
Pennsylvania shares tax	1,097		3.58		948		3.22		149		15.72
Professional fees	1,882		6.14		1,888		6.42		(6)		(0.32)
Federal Deposit Insurance Corporation deposit insurance	705		2.30		650		2.21		55		8.46

Marketing	434		1.42		170		0.58		264		155.29
Intangible amortization	147		0.48		174		0.59		(27)		(15.52)
Other	3,541		11.55		4,041		13.73		(500)		(12.37)
Total non-interest expense	$	30,646	100.00	%	$	29,428	100.00	%	$	1,218	4.14	%

Provision for Income Taxes

Income taxes decreased $119,000 and $47,000 for the three and nine months ended September 30, 2021 compared to the same periods of 2020. The effective tax rate for the three and nine months ended September 30, 2021 was 18.42% and 18.39% compared to 19.01% and 18.46% for the same periods of 2020. The Company currently is in a deferred tax asset position. Management has reviewed the deferred tax asset and has determined that the asset will be utilized within the appropriate carry forward period and therefore does not require a valuation allowance.

ASSET/LIABILITY MANAGEMENT

Cash and Cash Equivalents

Cash and cash equivalents increased $68,289,000 from $213,358,000 at December 31, 2020 to $281,647,000 at September 30, 2021, primarily as a result of the following activities during the nine months ended September 30, 2021. The increase in fed funds sold of $40,000,000 comprised the majority of the change in cash and cash equivalents.

Loans Held for Sale

Activity regarding loans held for sale resulted in sales proceeds being greater than loan originations, less $2,034,000 in realized gains, by $1,993,000 for the nine months ended September 30, 2021.

Table of Contents

Loans

Gross loans increased $2,898,000 since December 31, 2020 due primarily to an increase in both commercial, financial, and agricultural and construction real estate mortgage categories. Consumer automobile loans decreased as used car inventories declined due to factors such as COVID-19 and the associated supply chain disruption the virus has caused. The economic environment caused by the COVID-19 pandemic has negatively impacted loan demand; however, demand has seen an uptick during 2021.

The allocation of the loan portfolio, by category, as of September 30, 2021 and December 31, 2020 is presented below:


	September 30, 2021				December 31, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Commercial, financial, and agricultural	$	179,648	13.33	%	$	164,743	12.25	%	$	14,905	9.05	%
Real estate mortgage:
Residential	587,925		43.64		589,721		43.87		(1,796)		(0.30)	%
Commercial	377,010		27.98		373,188		27.76		3,822		1.02	%
Construction	45,948		3.41		39,309		2.92		6,639		16.89	%
Consumer automobile loans	146,663		10.89		156,403		11.63		(9,740)		(6.23)	%
Other consumer installment loans	9,737		0.72		19,940		1.48		(10,203)		(51.17)	%
Net deferred loan fees and discounts	294		0.03		1,023		0.09		(729)		(71.26)	%
Gross loans	$	1,347,225	100.00	%	$	1,344,327	100.00	%	$	2,898	0.22	%

The following table shows the amount of accrual and non-accrual TDRs at September 30, 2021 and December 31, 2020:


	September 30, 2021						December 31, 2020
(In Thousands)	Accrual		Non-accrual		Total		Accrual		Non-accrual		Total
Commercial, financial, and agricultural	$	320	$	1,363	$	1,683	$	988	$	862	$	1,850
Real estate mortgage:
Residential	4,101		178		4,279		3,889		90		3,979
Commercial	2,595		4,055		6,650		2,107		4,423		6,530


	$	7,016	$	5,596	$	12,612	$	6,984	$	5,375	$	12,359

Investments

The fair value of the investment debt securities portfolio at September 30, 2021 increased $4,499,000 since December 31, 2020, while the amortized cost of the portfolio increased $6,030,000. The increase in the investment portfolio amortized value occurred within the state and political segment of the portfolio. The mortgage-backed segment was reduced as bonds prepaid due to the low interest rate environment. The other debt segment of the investment portfolio is primarily corporate bonds and this segment decreased as bonds matured with limited reinvestment. The municipal segment was increased as bonds with a final maturity of one to five years have been purchased. The portfolio continues to be actively managed in order to reduce interest rate and market risk. The unrealized losses within the debt securities portfolio are the result of market activity, not credit issues/ratings, as approximately 84.41% of the debt securities portfolio on an amortized cost basis is currently rated A or higher by either S&P or Moody’s.

The Company considers various factors, which include examples from applicable accounting guidance, when analyzing the available for sale portfolio for possible other than temporary impairment. The Company primarily considers the following factors in its analysis: length of time and severity of the fair value being less than carrying value; reduction of dividend paid (equities); continued payment of dividend/interest, credit rating, and financial condition of an issuer; intent and ability to hold until anticipated recovery (which may be maturity); and general outlook for the economy, specific industry, and entity in question.

The bond portion of the portfolio review is conducted with emphases on several factors. Continued payment of principal and interest is given primary importance with credit rating and financial condition of the issuer following as the next most important. Credit ratings were reviewed with the ratings of the bonds being satisfactory. Bonds that were not currently rated were discussed with a third party and/or underwent an internal financial review. Each bond is reviewed to determine whether it

Table of Contents

is a general obligation bond, which is backed by the credit and taxing power of the issuing jurisdiction, or a revenue bond, which is only payable from specified revenues. Based on the review undertaken by the Company, the Company determined that the decline in value of the various bond holdings were temporary and were the result of the general market downturns and interest rate/yield curve changes, not credit issues. The fact that almost all of such bonds are general obligation bonds further solidified the Company’s determination that the decline in the value of these bond holdings is temporary.

The fair value of the equity portfolio continues to fluctuate as the economic and political environment continues to impact stock pricing. The amortized cost of the available for sale equity securities portfolio has remained flat at $1,300,000 for September 30, 2021 and December 31, 2020 while the fair value decreased $25,000 over the same time period.

The distribution of credit ratings by amortized cost and fair values for the debt security portfolio at September 30, 2021 follows:


	A- to AAA					B- to BBB+				C- to CCC+				Not Rated				Total
(In Thousands)	Amortized Cost			Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available for sale (AFS):

Mortgage-backed securities	$	1,765	7	$	1,775	$	—	$	—	$	—	$	—	$	—	$	—	$	1,765	$	1,775

State and political securities	109,859			113,884		1,268		1,402		—		—		1,181		1,188		112,308		116,474
Other debt securities	25,399			25,613		6,001		6,131		2,000		1,720		14,851		15,047		48,251		48,511
Total debt securities AFS	$	137,023		$	141,272	$	7,269	$	7,533	$	2,000	$	1,720	$	16,032	$	16,235	$	162,324	$	166,760

Financing Activities

Deposits

Total deposits increased $98,576,000 from December 31, 2020 to September 30, 2021. The increase in core deposits (deposits less time deposits) has provided relationship driven funding for the loan and investment portfolios. Driving deposit growth was the receipt of PPP funding by commercial customers, stimulus funding by retail customers, and customers becoming more risk averse and seeking safety in a bank deposit. Emphasis during 2020 and 2021 has been on increasing the utilization of electronic (internet and mobile) deposit banking among our customers. Utilization of internet and mobile banking has increased since the start of 2020 due to these efforts coupled with a change in consumer behavior due to the business and travel restrictions caused by the COVID-19 pandemic.

Deposit balances and their changes for the periods being discussed follow:


	September 30, 2021				December 31, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Demand deposits	$	481,875	30.25	%	$	449,357	30.07	%	$	32,518	7.24	%
NOW accounts	340,441		21.37		287,775		19.26		52,666		18.30
Money market deposits	305,156		19.16		283,742		18.99		21,414		7.55
Savings deposits	231,189		14.51		209,924		14.05		21,265		10.13
Time deposits	234,358		14.71		263,645		17.63		(29,287)		(11.11)
Total deposits	$	1,593,019	100.00	%	$	1,494,443	100.00	%	$	98,576	6.60	%

Borrowed Funds

Total borrowed funds decreased 14.69%, or $23,308,000, to $135,411,000 at September 30, 2021 compared to $158,719,000 at December 31, 2020. The decrease in long term borrowings occurred as fixed rate borrowings matured. Securities sold under agreement to repurchase have increased as customers balances have increased.

Table of Contents


	September 30, 2021				December 31, 2020				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount		%
Short-term borrowings:


Securities sold under agreement to repurchase	$	9,404	6.94	%	$	5,244	3.30	%	$	4,160	79.33	%
Total short-term borrowings	9,404		6.94		5,244		3.30		4,160		79.33
Long-term borrowings:
Long-term FHLB borrowings	118,000		87.13		148,000		93.25		(30,000)		(20.27)
Long-term finance lease	8,007		5.91		5,475		3.45		2,532		46.25

Total long-term borrowings	126,007		93.06		153,475		96.70		(27,468)		(17.90)
Total borrowed funds	$	135,411	100.00	%	$	158,719	100.00	%	$	(23,308)	(14.69)	%

Short-Term Borrowings

The following table provides further information in regards to secured borrowings that have been accounted for as repurchase agreements.


	Remaining Contractual Maturity Overnight and Continuous
(In Thousands)	September 30, 2021		December 31, 2020
Investment debt securities pledged, fair value	$	13,352	$	11,672
Repurchase agreements	9,404		5,244

Capital

The adequacy of the Company’s capital is reviewed on an ongoing basis with reference to the size, composition, and quality of the Company’s resources and regulatory guidelines. Management seeks to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets, and preserve high quality credit ratings.

Banking institutions are generally required to comply with risk-based capital guidelines set by bank regulatory agencies. The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and to minimize disincentives for holding liquid assets. Specifically, each is required to maintain certain minimum dollar amounts and ratios of common equity tier I risk-based, tier I risk-based, total risk-based, and tier I leverage capital. In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvements Act ("FDICIA") established five capital categories for banks ranging from “well capitalized” to “critically undercapitalized” for purposes of the FDIC's prompt corrective action rules. To be classified as “well capitalized” under the prompt corrective action rules, common equity tier I risk-based, tier I risked-based, total risk-based, and tier I leverage capital ratios must be at least 6.5%, 8%, 10%, and 5%, respectively.

Under existing capital rules, the minimum capital to risk-adjusted assets requirements for banking organizations are a common equity tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”), a tier 1 capital ratio of 6.0% (8.0% to be considered “well capitalized”), and total capital ratio of 8.0% (10.0% to be considered “well capitalized”). Under existing capital rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets.

Table of Contents

The Company's capital ratios as of September 30, 2021 and December 31, 2020 were as follows:


	September 30, 2021				December 31, 2020
(In Thousands)	Amount		Ratio		Amount		Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
Actual	$	153,469	10.882	%	$	147,887	11.267	%
For Capital Adequacy Purposes	63,464		4.500		59,066		4.500
Minimum To Maintain Capital Conservation Buffer At Reporting Date	98,721		7.000		91,880		7.000
To Be Well Capitalized	91,670		6.500		85,317		6.500
Total Capital (to Risk-weighted Assets)
Actual	$	162,757	11.541	%	$	159,490	12.151	%
For Capital Adequacy Purposes	112,820		8.000		105,005		8.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	148,076		10.500		137,820		10.500
To Be Well Capitalized	141,025		10.000		131,257		10.000
Tier I Capital (to Risk-weighted Assets)
Actual	$	153,469	10.882	%	$	147,887	11.267	%
For Capital Adequacy Purposes	84,618		6.000		78,754		6.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	119,876		8.500		111,568		8.500
To Be Well Capitalized	112,824		8.000		105,005		8.000
Tier I Capital (to Average Assets)
Actual	$	153,469	8.286	%	$	147,887	8.436	%
For Capital Adequacy Purposes	74,086		4.000		70,122		4.000
To Be Well Capitalized	92,607		5.000		87,652		5.000

Jersey Shore State Bank's capital ratios as of September 30, 2021 and December 31, 2020 were as follows:


	September 30, 2021				December 31, 2020
(In Thousands)	Amount		Ratio		Amount		Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
Actual	$	108,508	10.487	%	$	103,812	10.906	%
For Capital Adequacy Purposes	46,561		4.500		42,835		4.500
Minimum To Maintain Capital Conservation Buffer At Reporting Date	72,428		7.000		66,632		7.000
To Be Well Capitalized	67,255		6.500		61,872		6.500
Total Capital (to Risk-weighted Assets)
Actual	$	113,468	10.967	%	$	112,862	11.857	%
For Capital Adequacy Purposes	82,770		8.000		76,149		8.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	108,636		10.500		99,945		10.500
To Be Well Capitalized	103,463		10.000		95,186		10.000
Tier I Capital (to Risk-weighted Assets)	-				-
Actual	$	108,508	10.487	%	$	103,812	10.906	%
For Capital Adequacy Purposes	62,081		6.000		57,113		6.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	87,949		8.500		80,910		8.500
To Be Well Capitalized	82,775		8.000		76,150		8.000
Tier I Capital (to Average Assets)
Actual	$	108,508	8.312	%	$	103,812	8.062	%
For Capital Adequacy Purposes	52,218		4.000		51,507		4.000
To Be Well Capitalized	65,272		5.000		64,384		5.000

Table of Contents

Luzerne Bank's capital ratios as of September 30, 2021 and December 31, 2020 were as follows:


	September 30, 2021				December 31, 2020
(In Thousands)	Amount		Ratio		Amount		Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
Actual	$	41,392	11.020	%	$	40,206	11.156	%
For Capital Adequacy Purposes	16,902		4.500		16,218		4.500
Minimum To Maintain Capital Conservation Buffer At Reporting Date	26,293		7.000		25,228		7.000
To Be Well Capitalized	24,415		6.500		23,426		6.500
Total Capital (to Risk-weighted Assets)
Actual	$	45,720	12.172	%	$	42,759	11.865	%
For Capital Adequacy Purposes	30,049		8.000		28,830		8.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	39,440		10.500		37,840		10.500
To Be Well Capitalized	37,562		10.000		36,038		10.000
Tier I Capital (to Risk-weighted Assets)
Actual	$	41,392	11.020	%	$	40,206	11.156	%
For Capital Adequacy Purposes	22,536		6.000		21,624		6.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	31,927		8.500		30,634		8.500
To Be Well Capitalized	30,049		8.000		28,832		8.000
Tier I Capital (to Average Assets)
Actual	$	41,392	7.198	%	$	40,206	7.860	%
For Capital Adequacy Purposes	23,002		4.000		20,461		4.000
To Be Well Capitalized	28,752		5.000		25,576		5.000

Liquidity; Interest Rate Sensitivity and Market Risk

The asset/liability committee addresses the liquidity needs of the Company to ensure that sufficient funds are available to meet credit demands and deposit withdrawals as well as to the placement of available funds in the investment portfolio. In assessing liquidity requirements, equal consideration is given to the current position as well as the future outlook.

The following liquidity measures are monitored for compliance and were within the limits cited at September 30, 2021:

1. Net Loans to Total Assets, 85% maximum

2. Net Loans to Total Deposits, 100% maximum

3. Cumulative 90 day Maturity GAP %, +/- 15% maximum

4. Cumulative 1 Year Maturity GAP %, +/- 20% maximum

Fundamental objectives of the Company’s asset/liability management process are to maintain adequate liquidity while minimizing interest rate risk. The maintenance of adequate liquidity provides the Company with the ability to meet its financial obligations to depositors, loan customers, and shareholders. Additionally, it provides funds for normal operating expenditures and business opportunities as they arise. The objective of interest rate sensitivity management is to increase net interest income by managing interest sensitive assets and liabilities in such a way that they can be repriced in response to changes in market interest rates.

The Banks, like other financial institutions, must have sufficient funds available to meet liquidity needs for deposit withdrawals, loan commitments and originations, and expenses. In order to control cash flow, the Banks estimate future cash flows from deposits, loan payments, and investment security payments. The primary sources of funds are deposits, principal and interest payments on loans and investment securities, FHLB borrowings, and brokered deposits. Management believes the Banks have adequate resources to meet their normal funding requirements.

Management monitors the Company’s liquidity on both a long and short-term basis, thereby providing management necessary information to react to current balance sheet trends. Cash flow needs are assessed and sources of funds are determined. Funding strategies consider both customer needs and economical cost. Both short and long-term funding needs are addressed by maturities and sales of available for sale and trading investment securities, loan repayments and maturities, and liquidating

Table of Contents

money market investments such as federal funds sold. The use of these resources, in conjunction with access to credit, provides core funding to satisfy depositor, borrower, and creditor needs.

Management monitors and determines the desirable level of liquidity. Consideration is given to loan demand, investment opportunities, deposit pricing and growth potential, as well as the current cost of borrowing funds. The Company has a total current maximum borrowing capacity at the FHLB of $576,229,000. In addition to this credit arrangement, the Company has additional lines of credit with correspondent banks of $100,000,000. Management believes it has sufficient liquidity to satisfy estimated short-term and long-term funding needs. FHLB borrowings totaled $118,000,000 as of September 30, 2021.

Interest rate sensitivity, which is closely related to liquidity management, is a function of the repricing characteristics of the Company’s portfolio of assets and liabilities. Asset/liability management strives to match maturities and rates between loan and investment security assets with the deposit liabilities and borrowings that fund them. Successful asset/liability management results in a balance sheet structure which can cope effectively with market rate fluctuations. The matching process segments both assets and liabilities into future time periods (usually 12 months, or less) based upon when repricing can be effected. Repriceable assets are subtracted from repriceable liabilities for a specific time period to determine the “gap”, or difference. Once known, the gap is managed based on predictions about future market interest rates. Intentional mismatching, or gapping, can enhance net interest income if market rates move as predicted. However, if market rates behave in a manner contrary to predictions, net interest income will suffer. Gaps, therefore, contain an element of risk and must be prudently managed. In addition to gap management, the Company has an asset/liability management policy which incorporates a market value at risk calculation which is used to determine the effects of interest rate movements on shareholders’ equity and a simulation analysis to monitor the effects of interest rate changes on the Company’s consolidated balance sheet.

The Company currently maintains a gap position of being asset sensitive. The Company has strategically taken this position as it has decreased the duration of the earning asset portfolio by adding quality short and intermediate term loans such as home equity loans and the selling of long-term municipal bonds. Lengthening of the liability portfolio is being undertaken to build protection in a rising rate environment.

A market value at risk calculation is utilized to monitor the effects of interest rate changes on the Company’s balance sheet and more specifically shareholders’ equity. The Company does not manage the balance sheet structure in order to maintain compliance with this calculation. The calculation serves as a guideline with greater emphasis placed on interest rate sensitivity. Changes to calculation results from period to period are reviewed as changes in results could be a signal of future events. As of the most recent analysis, the results of the market value at risk calculation were within established guidelines due to the strategic direction being taken.

Interest Rate Sensitivity

In this analysis the Company examines the result of a 100, 200, 300, and 400 basis point change in market interest rates and the effect on net interest income. It is assumed that the change is instantaneous and that all rates move in a parallel manner. Assumptions are also made concerning prepayment speeds on mortgage loans and mortgage securities.

The following is a rate shock forecast for the twelve month period ending September 30, 2022 assuming a static balance sheet as of September 30, 2021.


	Parallel Rate Shock in Basis Points
(In Thousands)	-200			-100			Static		+100			+200			+300			+400
Net interest income	$	45,065		$	48,132		$	51,811	$	56,578		$	61,243		$	65,512		$	69,649
Change from static	(6,746)			(3,679)			—		4,767			9,432			13,701			17,838
Percent change from static	-13.02		%	-7.10		%	—		9.20		%	18.20		%	26.44		%	34.43		%

The model utilized to create the report presented above makes various estimates at each level of interest rate change regarding cash flow from principal repayment on loans and mortgage-backed securities and/or call activity on investment securities. Actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change. In addition, the limits stated above do not necessarily represent the level of change under which management would undertake specific measures to realign its portfolio in order to reduce the projected level of change. Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes.

Table of Contents

Inflation

The asset and liability structure of a financial institution is primarily monetary in nature. Therefore, interest rates rather than inflation have a more significant impact on the Company’s performance. Interest rates are not always affected in the same direction or magnitude as prices of other goods and services, but are reflective of fiscal policy initiatives or economic factors which are not measured by a price index.

Paycheck Protection Program

The Company participated in the Paycheck Protection Program ('PPP"). Loans retained by the bank through this program totaled $30,600,000 with $10,600,000 remaining on the balance sheet as of September 30, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk for the Company is comprised primarily of interest rate risk exposure and liquidity risk. Interest rate risk and liquidity risk management is performed at both the level of the Company and the Banks. The Company’s interest rate sensitivity is monitored by management through selected interest rate risk measures produced by an independent third party. There have been no substantial changes in the Company’s gap analysis or simulation analysis compared to the information provided in the Annual Report on Form 10-K for the period ended December 31, 2020. Additional information and details are provided in the “Liquidity, Interest Rate Sensitivity, and Market Risk” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Generally, management believes the Company is well positioned to respond in a timely manner when the market interest rate outlook changes.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An analysis was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2021.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2021 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Certain risk factors are set forth in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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

The following table provides certain information with respect to the Company's repurchase of common stock during the quarter ended September 30, 2021.


Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Units) Purchased	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 (July 1 - July 31, 2021)	—	—	—	353,000
Month #2 (August 1 - August 31, 2021)	—	—	—	353,000
Month #3 (September 1 - September 30, 2021)	—	—	—	353,000

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits


3(i)						Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2019).
3(ii)						Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2020).
31(i)						Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer.
31(ii)						Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer.
32(i)						Section 1350 Certification of Chief Executive Officer.
32(ii)						Section 1350 Certification of Chief Financial Officer.
101						Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet at September 30, 2021 and December 31, 2020; (ii) the Consolidated Statement of Income for the three and nine months ended September 30, 2021 and 2020; (iii) Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020; (iv) the Consolidated Statement of Shareholders’ Equity for the three and nine months ended September 30, 2021 and 2020; (v) the Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 and 2020 and (vi) the Notes to Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this interactive data file shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “filed” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections.

Table of Contents

SIGNATURES

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


		PENNS WOODS BANCORP, INC.
		(Registrant)

Date:	November 9, 2021	/s/ Richard A. Grafmyre
		Richard A. Grafmyre, Chief Executive Officer
		(Principal Executive Officer)


Date:	November 9, 2021	/s/ Brian L. Knepp
		Brian L. Knepp, President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting
		Officer)

Table of Contents

EXHIBIT INDEX


Exhibit 3(i)						Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2019).
Exhibit 3(ii)						Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2020).
Exhibit 31(i)						Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer
Exhibit 31(ii)						Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer
Exhibit 32(i)						Section 1350 Certification of Chief Executive Officer
Exhibit 32(ii)						Section 1350 Certification of Chief Financial Officer
Exhibit 101						Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet at September 30, 2021 and December 31, 2020; (ii) the Consolidated Statement of Income for the three and nine months ended September 30, 2021 and 2020; (iii) Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020; (iv) the Consolidated Statement of Shareholders’ Equity for the three and nine months ended September 30, 2021 and 2020; (v) the Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 and 2020 and (vi) the Notes to Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this interactive data file shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “filed” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections.