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 SeptemberJune 30, 20192020
or 
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File Number 000-13396
CNB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania25-1450605
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)
1 South Second Street
P.O. Box 42
Clearfield,, Pennsylvania16830
(Address of principal executive offices)
Registrant’s telephone number, including area code, (814) (814) 765-9621
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act:
Title of ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par value   CCNEThe NASDAQ Stock Market LLC
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ☒    Yes    ☐    No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large Accelerated Filer☐Accelerated Filer☒
Large Accelerated Filer☐Accelerated Filer☒
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes    ☒    No
The number of shares outstanding of the issuer’s common stock as of NovemberAugust 4, 2019:2020:
COMMON STOCK, NO PAR VALUE PER SHARE: 15,196,50116,898,819 SHARES


Table of Contents
INDEX
PART I.
FINANCIAL INFORMATION
 
Page Number
Consolidated Balance Sheets – SeptemberJune 30 2019, 2020 (unaudited) and December 31, 20182019 (audited)
1
Consolidated Statements of Income – Three and nine six months ended September June 30, 2020 and 2019 and 2018 (unaudited)
2
Consolidated Statements of Comprehensive Income – Three and nine six months ended September 30,June 30, 2020 and 2019 and 2018 (unaudited)
3
Consolidated Statements of Cash Flows – NineSix months ended September 30,June 30, 2020 and 2019 and 2018 (unaudited)
4
Consolidated Statements of Changes in Stockholders' Equity - Three and ninesix months ended SeptemberJune 30, 2020 and 2019 and 2018 (unaudited)
5
Notes to Consolidated Financial Statements
6
2830 
4049 
4150 
PART II.
OTHER INFORMATION
PART II.
OTHER INFORMATION
ITEM 1 – Legal Proceedings
4151 
4251 
4252 
4252 
4252 
4252 
4353 
4454 


Table of Contents
Forward-Looking Statements

The information below includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to theCNB’s financial condition, liquidity, results of operations, and future performance of ourand business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond ourCNB’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” Such knownCNB’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.

Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and unknownperformance of the Corporation, our customers and the global economy and financial markets. The extent to which the COVID-19 pandemic impacts us will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic and its impact on our customers and demand for financial services, the actions governments, businesses and individuals take in response to the pandemic, the impact of the COVID-19 pandemic and actions taken in response to the pandemic on global and regional economies, national and local economic activity, and the pace of recovery when the COVID-19 pandemic subsides, among others. Moreover, investors are cautioned to interpret many of the risks uncertaintiesidentified under the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2019 as being heightened as a result of the ongoing and othernumerous adverse impacts of the COVID-19 pandemic.

Additional factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) changes in general business, industry or economic conditions or competition; (ii) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (iii) adverse changes or conditions in capital and financial markets; (iv) changes in interest rates; (v) higher than expected costs or other difficulties related to integration of combined or merged businesses; (vi) the inability to realize expected cost savings or achieve other anticipated benefits in connection witheffects of business combinations and other acquisitions;acquisition transactions, including the inability to realize our loan and investment portfolios; (vii) changes in the quality or composition of our loan and investment portfolios; (viii) adequacy of loan loss reserves; (ix) increased competition; (x) loss of certain key officers; (xi) deposit attrition; (xii) rapidly changing technology; (xiii) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xiv) changes in the cost of funds, demand for loan products or demand for financial services; and (xv) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on ourCNB's financial position and our results of operations.

The forward-looking statements contained herein are based upon management’s beliefs and assumptions. Any forward-looking statement made herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertakeCNB undertakes no obligation to publicly update or revise any forward-looking statement,statements included in this Quarterly Report on Form 10-Q, whether as a result of new information, future developmentsevents or otherwise, except as may beto the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed might not occur and you should not put undue reliance on any forward-looking statements.

.



Table of Contents
Part I Financial Information
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
Dollars in thousands, except share data
(unaudited)
(unaudited) September 30, 2019 December 31, 2018June 30, 2020December 31, 2019
ASSETSASSETSASSETS
Cash and due from banks$47,089
 $43,327
Cash and due from banks$45,563  $42,373  
Interest bearing deposits with other banks5,072
 2,236
Interest bearing deposits with other banks617,785  150,601  
Total cash and cash equivalents52,161
 45,563
Total cash and cash equivalents663,348  192,974  
Securities available for sale529,867
 516,863
Securities available for sale549,094  542,313  
Trading securities9,088
 7,786
Trading securities5,889  9,809  
Loans held for sale1,279
 367
Loans held for sale6,065  930  
Loans2,754,569
 2,479,348
Loans3,034,788  2,809,197  
Less: unearned discount(5,067) (4,791)Less: unearned discount(4,617) (5,162) 
Less: allowance for loan losses(20,207) (19,704)Less: allowance for loan losses(24,529) (19,473) 
Net loans2,729,295
 2,454,853
Net loans3,005,642  2,784,562  
FHLB, other equity, and restricted equity interests24,901
 24,508
FHLB, other equity, and restricted equity interests28,661  27,868  
Premises and equipment, net53,647
 49,920
Premises and equipment, net55,377  54,867  
Operating lease assets16,837
 0
Operating lease assets17,993  18,422  
Bank owned life insurance57,445
 56,443
Bank owned life insurance67,403  66,538  
Mortgage servicing rights1,504
 1,495
Mortgage servicing rights1,327  1,573  
Goodwill38,730
 38,730
Goodwill38,730  38,730  
Core deposit intangible257
 727
Core deposit intangible8  160  
Accrued interest receivable and other assets26,159
 24,266
Accrued interest receivable and other assets30,014  24,913  
Total Assets$3,541,170
 $3,221,521
Total Assets$4,469,551  $3,763,659  
LIABILITIES AND SHAREHOLDERS’ EQUITYLIABILITIES AND SHAREHOLDERS’ EQUITYLIABILITIES AND SHAREHOLDERS’ EQUITY
Non-interest bearing deposits$370,761
 $356,797
Non-interest bearing deposits$507,236  $382,259  
Interest bearing deposits2,504,834
 2,253,989
Interest bearing deposits3,088,786  2,720,068  
Total deposits2,875,595
 2,610,786
Total deposits3,596,022  3,102,327  
Short-term borrowings18,016
 0
FHLB and other long term borrowings230,085
 245,117
FHLB and other long term borrowings416,313  227,907  
Subordinated debentures70,620
 70,620
Subordinated debentures70,620  70,620  
Operating lease liabilities17,696
 0
Operating lease liabilities19,071  19,363  
Accrued interest payable and other liabilities32,125
 32,168
Accrued interest payable and other liabilities37,253  38,476  
Total liabilities3,244,137
 2,958,691
Total liabilities4,139,279  3,458,693  
Common stock, $0 par value; authorized 50,000,000 shares; issued 15,308,378 shares at September 30, 2019 and December 31, 20180
 0
Common stock, $0 par value; authorized 50,000,000 shares; issued 15,476,736 shares at June 30, 2020 and 15,360,946 shares at December 31, 2019Common stock, $0 par value; authorized 50,000,000 shares; issued 15,476,736 shares at June 30, 2020 and 15,360,946 shares at December 31, 20190  0  
Additional paid in capital97,690
 97,602
Additional paid in capital102,374  99,335  
Retained earnings193,612
 171,780
Retained earnings213,327  201,503  
Treasury stock, at cost (112,807 shares at September 30, 2019 and 101,097 shares at December 31, 2018)(2,799) (2,556)
Treasury stock, at cost (80,175 and 112,961 shares for June 30, 2020 and December 31, 2019, respectively)Treasury stock, at cost (80,175 and 112,961 shares for June 30, 2020 and December 31, 2019, respectively)(2,027) (2,811) 
Accumulated other comprehensive income (loss)8,530
 (3,996)Accumulated other comprehensive income (loss)16,598  6,939  
Total shareholders’ equity297,033
 262,830
Total shareholders’ equity330,272  304,966  
Total Liabilities and Shareholders’ Equity$3,541,170
 $3,221,521
Total Liabilities and Shareholders’ Equity$4,469,551  $3,763,659  
   
See Notes to Consolidated Financial Statements

1
Table of Contents
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
Dollars in thousands, except per share data
       
Three Months Ended September 30, Nine months ended September 30,Three Months Ended June 30,Six months ended June 30,
2019 2018 2019 2018 2020201920202019
INTEREST AND DIVIDEND INCOME:       INTEREST AND DIVIDEND INCOME:
Loans including fees$36,165
 $30,385
 $103,284
 $85,817
Loans including fees$34,562  $34,295  $70,072  $67,119  
Securities:       Securities:
Taxable3,093
 2,698
 9,226
 6,862
Taxable2,990  3,155  6,870  6,133  
Tax-exempt562
 677
 1,843
 2,054
Tax-exempt359  584  840  1,281  
Dividends265
 280
 767
 793
Dividends162  248  381  502  
Total interest and dividend income40,085
 34,040
 115,120
 95,526
Total interest and dividend income38,073  38,282  78,163  75,035  
INTEREST EXPENSE:       INTEREST EXPENSE:
Deposits7,798
 4,812
 21,586
 11,423
Deposits5,935  7,201  13,840  13,788  
Borrowed funds1,399
 1,334
 4,101
 4,426
Borrowed funds1,267  1,292  2,494  2,702  
Subordinated debentures (includes $11, $44, $31 and $149 accumulated other comprehensive income reclassification for change in fair value of interest rate swap agreements, respectively)987
 1,016
 2,980
 2,873
Subordinated debentures (includes $65, $14, $86 and $20 accumulated other comprehensive income reclassification for change in fair value of interest rate swap agreements, respectively)Subordinated debentures (includes $65, $14, $86 and $20 accumulated other comprehensive income reclassification for change in fair value of interest rate swap agreements, respectively)933  995  1,897  1,993  
Total interest expense10,184
 7,162
 28,667
 18,722
Total interest expense8,135  9,488  18,231  18,483  
NET INTEREST INCOME29,901
 26,878
 86,453
 76,804
NET INTEREST INCOME29,938  28,794  59,932  56,552  
PROVISION FOR LOAN LOSSES2,118
 1,095
 5,212
 4,631
PROVISION FOR LOAN LOSSES5,680  1,788  8,759  3,094  
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES27,783
 25,783
 81,241
 72,173
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES24,258  27,006  51,173  53,458  
NON-INTEREST INCOME:       NON-INTEREST INCOME:
Service charges on deposit accounts1,676
 1,584
 4,726
 4,102
Service charges on deposit accounts924  1,569  2,451  3,050  
Other service charges and fees761
 732
 2,155
 2,073
Other service charges and fees606  748  1,196  1,394  
Wealth and asset management fees1,238
 1,031
 3,482
 3,151
Wealth and asset management fees1,374  1,202  2,667  2,244  
Net realized gains on available-for-sale securities (includes $0, $0, $148 and $0 accumulated other comprehensive income reclassifications for net realized gains on available-for-sale securities, respectively)0
 0
 148
 0
Net realized and unrealized gains on trading securities197
 421
 1,651
 672
Net realized gains on available-for-sale securities (includes $2,190, $0, $2,190 and $148 accumulated other comprehensive income reclassifications for net realized gains on available-for-sale securities, respectively)Net realized gains on available-for-sale securities (includes $2,190, $0, $2,190 and $148 accumulated other comprehensive income reclassifications for net realized gains on available-for-sale securities, respectively)2,190  0  2,190  148  
Net realized and unrealized gains (losses) on trading securitiesNet realized and unrealized gains (losses) on trading securities306  654  (282) 1,454  
Mortgage banking408
 283
 1,017
 801
Mortgage banking664  370  1,001  609  
Bank owned life insurance315
 335
 1,002
 1,074
Bank owned life insurance386  326  865  687  
Card processing and interchange income1,195
 1,066
 3,445
 3,140
Card processing and interchange income1,325  1,221  2,453  2,250  
Other486
 481
 1,595
 1,277
Other174  702  772  1,109  
Total non-interest income6,276
 5,933
 19,221
 16,290
Total non-interest income7,949  6,792  13,313  12,945  
NON-INTEREST EXPENSES:       NON-INTEREST EXPENSES:
Salaries and benefits11,633
 11,429
 34,040
 31,095
Salaries and benefits10,673  11,507  22,070  22,407  
Net occupancy expense2,683
 2,650
 8,244
 7,780
Net occupancy expense3,059  2,695  6,086  5,561  
Amortization of core deposit intangible139
 222
 470
 718
Amortization of core deposit intangible69  166  152  331  
Data processing1,329
 1,149
 3,951
 3,370
Data processing1,213  1,437  2,549  2,622  
State and local taxes956
 808
 2,678
 2,494
State and local taxes903  954  1,484  1,722  
Legal, professional, and examination fees702
 603
 1,825
 1,661
Legal, professional, and examination fees680  570  1,325  1,123  
Advertising626
 554
 1,510
 1,732
Advertising411  473  816  884  
FDIC insurance premiums107
 361
 902
 1,037
FDIC insurance premiums621  373  1,240  795  
Card processing and interchange expenses749
 767
 2,180
 2,139
Card processing and interchange expenses592  684  1,388  1,431  
Other2,520
 2,251
 8,803
 7,310
Other3,978  3,125  6,831  6,283  
Total non-interest expenses21,444
 20,794
 64,603
 59,336
Total non-interest expenses22,199  21,984  43,941  43,159  
INCOME BEFORE INCOME TAXES12,615
 10,922
 35,859
 29,127
INCOME BEFORE INCOME TAXES10,008  11,814  20,545  23,244  
INCOME TAX EXPENSE (includes ($2), ($9), $25 and ($31) income tax expense from reclassification items, respectively)2,258
 1,686
 6,262
 4,353
INCOME TAX EXPENSE (includes $446, $(3), $442 and $27 income tax expense from reclassification items, respectively)INCOME TAX EXPENSE (includes $446, $(3), $442 and $27 income tax expense from reclassification items, respectively)1,762  2,047  3,486  4,004  
NET INCOME$10,357
 $9,236
 $29,597
 $24,774
NET INCOME$8,246  $9,767  $17,059  $19,240  
EARNINGS PER SHARE:       EARNINGS PER SHARE:
Basic$0.68
 $0.60
 $1.94
 $1.62
Basic$0.54  $0.64  $1.11  $1.26  
Diluted$0.68
 $0.60
 $1.94
 $1.62
Diluted$0.54  $0.64  $1.11  $1.26  
DIVIDENDS PER SHARE:       DIVIDENDS PER SHARE:
Cash dividends per share$0.17
 $0.17
 $0.51
 $0.50
Cash dividends per share$0.17  $0.17  $0.34  $0.34  
       
See Notes to Consolidated Financial Statements

2
Table of Contents
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Dollars in thousands
       
Three months ended September 30, Nine months ended September 30,Three months ended June 30,Six months ended June 30,
2019 2018 2019 2018 2020201920202019
NET INCOME$10,357
 $9,236
 $29,597
 $24,774
NET INCOME$8,246  $9,767  $17,059  $19,240  
Other comprehensive income (loss), net of tax:       Other comprehensive income (loss), net of tax:
Net change in fair value of interest rate swap agreements designated as cash flow hedges:       Net change in fair value of interest rate swap agreements designated as cash flow hedges:
Unrealized gain (loss) on interest rate swaps, net of tax of $14, $0, $87 and ($4), respectively(54) 1
 (326) 16
Reclassification adjustment for losses recognized in earnings, net of tax of ($2), ($9), ($7) and ($31), respectively9
 35
 24
 118
Unrealized gain (loss) on interest rate swaps, net of tax $14, $46, $106 and $72, respectivelyUnrealized gain (loss) on interest rate swaps, net of tax $14, $46, $106 and $72, respectively(55) (173) (401) (273) 
Reclassification adjustment for losses recognized in earnings, net of tax $(14), $(3), $(18) and $(4), respectivelyReclassification adjustment for losses recognized in earnings, net of tax $(14), $(3), $(18) and $(4), respectively51  11  68  16  
(45) 36
 (302) 134
(4) (162) (333) (257) 
Net change in unrealized gains on securities available for sale:       Net change in unrealized gains on securities available for sale:
Unrealized holding gains (losses) arising during the period, net of tax of ($659), $653, ($3,441) and $2,010, respectively2,477
 (2,459) 12,945
 (7,562)
Reclassification adjustment for realized gains included in net income, net of tax of $0, 0$, $31 and $0, respectively0
 0
 (117) 0
Unrealized holding gains (losses) arising during the period, net of tax of $(353), $(1,433), $(3,115) and $(2,781), respectivelyUnrealized holding gains (losses) arising during the period, net of tax of $(353), $(1,433), $(3,115) and $(2,781), respectively1,330  5,400  11,722  10,468  
Reclassification adjustment for realized gains included in net income, net of tax of $460, $0, $460 and $31, respectivelyReclassification adjustment for realized gains included in net income, net of tax of $460, $0, $460 and $31, respectively(1,730) 0  (1,730) (117) 
(400) 5,400  9,992  10,351  
2,477
 (2,459) 12,828
 (7,562)
Other comprehensive income (loss)2,432
 (2,423) 12,526
 (7,428)Other comprehensive income (loss)(404) 5,238  9,659  10,094  
COMPREHENSIVE INCOME$12,789
 $6,813
 $42,123
 $17,346
COMPREHENSIVE INCOME$7,842  $15,005  $26,718  $29,334  
       
See Notes to Consolidated Financial Statements

3
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Dollars in thousands
   
Nine months ended September 30,Six months ended June 30,
2019 2018 20202019
CASH FLOWS FROM OPERATING ACTIVITIES:   CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$29,597
 $24,774
Net income$17,059  $19,240  
Adjustments to reconcile net income to net cash provided by operations:   Adjustments to reconcile net income to net cash provided by operations:
Provision for loan losses5,212
 4,631
Provision for loan losses8,759  3,094  
Depreciation and amortization of premises and equipment, operating leases assets, core deposit intangible, and mortgage servicing rights4,156
 3,661
Depreciation and amortization of premises and equipment, operating leases assets, core deposit intangible, and mortgage servicing rights2,914  2,848  
Amortization and accretion of securities premiums and discounts, deferred loan fees and costs, net yield and credit mark on acquired loans, and unearned income(540) (472)Amortization and accretion of securities premiums and discounts, deferred loan fees and costs, net yield and credit mark on acquired loans, and unearned income(856) (341) 
Net realized gains on sales of available-for-sale securities(148) 0
Net realized gains on sales of available-for-sale securities(2,190) (148) 
Net realized and unrealized gains on trading securities(1,651) (672)
Net realized and unrealized (gains) losses on trading securitiesNet realized and unrealized (gains) losses on trading securities282  (1,454) 
Proceeds from sale of trading securities764
 434
Proceeds from sale of trading securities5,935  699  
Purchase of trading securities(415) (1,499)Purchase of trading securities(2,297) (363) 
Gain on sale of loans(696) (510)Gain on sale of loans(820) (401) 
Net gains on dispositions of premises and equipment and foreclosed assets(353) (285)Net gains on dispositions of premises and equipment and foreclosed assets253  (118) 
Proceeds from sale of loans29,729
 18,811
Proceeds from sale of loans40,520  17,330  
Origination of loans held for sale(30,107) (18,404)Origination of loans held for sale(45,970) (18,594) 
Income on bank owned life insurance(1,002) (1,074)Income on bank owned life insurance(865) (687) 
Stock-based compensation expense1,109
 1,218
Stock-based compensation expense835  867  
Changes in:   Changes in:
Accrued interest receivable and other assets(895) (5,755)Accrued interest receivable and other assets(6,697) (1,746) 
Accrued interest payable, lease liabilities, and other liabilities(3,278) 2,627
Accrued interest payable, lease liabilities, and other liabilities(2,307) (1,611) 
NET CASH PROVIDED BY OPERATING ACTIVITIES31,482
 27,485
NET CASH PROVIDED BY OPERATING ACTIVITIES14,555  18,615  
CASH FLOWS FROM INVESTING ACTIVITIES:   CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities, prepayments and calls of available-for-sale securities63,835
 44,605
Proceeds from maturities, prepayments and calls of available-for-sale securities71,803  40,287  
Proceeds from sales of available-for-sale securities11,403
 0
Proceeds from sales of available-for-sale securities57,185  11,403  
Purchase of available-for-sale securities(72,542) (167,473)Purchase of available-for-sale securities(121,506) (55,987) 
Loan origination and payments, net(279,901) (241,895)Loan origination and payments, net(228,598) (148,670) 
Redemption (purchase) of FHLB, other equity, and restricted equity interests(393) (2,319)Redemption (purchase) of FHLB, other equity, and restricted equity interests(793) 7  
Purchase of premises and equipment(6,720) (1,373)Purchase of premises and equipment(2,697) (3,900) 
Proceeds from the sale of premises and equipment and foreclosed assets725
 597
Proceeds from the sale of premises and equipment and foreclosed assets571  385  
NET CASH USED BY INVESTING ACTIVITIES(283,593) (367,858)NET CASH USED BY INVESTING ACTIVITIES(224,035) (156,475) 
CASH FLOWS FROM FINANCING ACTIVITIES:   CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in:   Net change in:
Checking, money market and savings accounts286,141
 329,925
Checking, money market and savings accounts519,615  164,286  
Certificates of deposit(21,332) 24,639
Certificates of deposit(25,920) (40,310) 
Purchase of treasury stock(1,319) (454)Purchase of treasury stock(325) (1,234) 
Cash dividends paid(7,765) (7,645)Cash dividends paid(5,235) (5,182) 
Proceeds from stock offering, net of issuance costsProceeds from stock offering, net of issuance costs3,313  (40,240) 
Repayment of long-term borrowings(45,385) (22,732)Repayment of long-term borrowings(34,379) 0  
Proceeds from long-term borrowings30,353
 50,000
Proceeds from long-term borrowings222,785  0  
Net change in short-term borrowings18,016
 (32,205)Net change in short-term borrowings0  52,907  
NET CASH PROVIDED BY FINANCING ACTIVITIES258,709
 341,528
NET CASH PROVIDED BY FINANCING ACTIVITIES679,854  130,227  
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS6,598
 1,155
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS470,374  (7,633) 
CASH AND CASH EQUIVALENTS, Beginning45,563
 35,345
CASH AND CASH EQUIVALENTS, Beginning192,974  45,563  
CASH AND CASH EQUIVALENTS, Ending$52,161
 $36,500
CASH AND CASH EQUIVALENTS, Ending$663,348  $37,930  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:   Cash paid during the period for:
Interest$28,304
 $17,722
Interest$18,151  $18,356  
Income taxes5,014
 4,250
Income taxes240  2,691  
SUPPLEMENTAL NONCASH DISCLOSURES:   SUPPLEMENTAL NONCASH DISCLOSURES:
Transfers to other real estate owned$1,473
 $228
Transfers to other real estate owned$189  $256  
Grant of restricted stock awards from treasury stock$1,076
 $933
Grant of restricted stock awards from treasury stock892  1,055  
Grant of performance based restricted stock awards from treasury stockGrant of performance based restricted stock awards from treasury stock217  0  
Right of use assets obtained in exchange for lease liabilitiesRight of use assets obtained in exchange for lease liabilities0  17,586  


   
See Notes to Consolidated Financial Statements

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)
Dollars in thousands, except share and per share data
Additional
Paid-In
Capital		Retained
Earnings		Treasury
Stock		Accumulated
Other
Comprehensive
Income (Loss)		Total
Share-
holders’
Equity
Balance, April 1, 2020$102,128  $207,698  $(2,026) $17,002  $324,802  
Net income8,246  8,246  
Other comprehensive income(404) (404) 
Stock-based compensation expense286  286  
Issuance of common stock, net of issuance costs (0 shares)(40) (40) 
Purchase of treasury stock for the purpose of tax withholding related to restricted stock award vesting (56 shares)(1) (1) 
Cash dividends declared ($0.17 per share)(2,617) (2,617) 
Balance, June 30, 2020$102,374  $213,327  $(2,027) $16,598  $330,272  
Balance, April 1, 2019$97,139  $178,662  $(1,702) $860  $274,959  
Net income9,767  9,767  
Other comprehensive income5,238  5,238  
Stock-based compensation expense275  275  
Purchase of treasury stock (40,000 shares)(994) (994) 
Purchase of treasury stock for the purpose of tax withholding related to restricted stock award vesting (1,388 shares)(39) (39) 
Cash dividends declared ($0.17 per share)(2,591) (2,591) 
Balance, June 30, 2019$97,414  $185,838  $(2,735) $6,098  $286,615  
 Additional
Paid-In
Capital		 Retained
Earnings		 Treasury
Stock		 Accumulated
Other
Comprehensive
Income (Loss)		 Total
Share-
holders’
Equity
Balance, July 1, 2019$97,414
 $185,838
 $(2,735) $6,098
 $286,615
Net income  10,357
     10,357
Other comprehensive income      2,432
 2,432
Forfeiture of restricted stock award grants (2,699 shares)55
   (71)   (16)
Performance based restricted stock award grants (798 shares)(21)   21
   0
Stock-based compensation expense242
       242
Purchase of treasury stock for the purpose of tax withholding related to restricted stock award vesting (217 shares)    (6)   (6)
Purchase of treasury stock for the purpose of tax withholding related to performance based restricted stock award vesting (294 shares)    (8)   (8)
Cash dividends declared ($0.17 per share)  (2,583)     (2,583)
Balance, September 30, 2019$97,690
 $193,612
 $(2,799) $8,530
 $297,033
          
Balance, July 1, 2018$97,059
 $158,790
 $(608) $(5,348) $249,893
Net income  9,236
     9,236
Other comprehensive loss      (2,423) (2,423)
Stock-based compensation expense269
       269
Cash dividends declared ($0.165 per share)  (2,599)     (2,599)
Balance, September 30, 2018$97,328
 $165,427
 $(608) $(7,771) $254,376

 Additional
Paid-In
Capital		 Retained
Earnings		 Treasury
Stock		 Accumulated
Other
Comprehensive
Income (Loss)		 Total
Share-
holders’
Equity
Balance, January 1, 2019$97,602
 $171,780
 $(2,556) $(3,996) $262,830
Net income  29,597
     29,597
Other comprehensive income      12,526
 12,526
Forfeiture of restricted stock award grants (2,699 shares)55
   (71)   (16)
Restricted stock award grants (39,790 shares)(1,055)   1,055
   0
Performance based restricted stock award grants (798 shares)(21)   21
   0
Stock-based compensation expense1,109
       1,109
Purchase of treasury stock (40,000 shares)    (994)   (994)
Purchase of treasury stock for the purpose of tax withholding related to restricted stock award vesting (9,305 shares)    (246)   (246)
Purchase of treasury stock for the purpose of tax withholding related to performance based restricted stock award vesting (294 shares)    (8)   (8)
Cash dividends declared ($0.51 per share)  (7,765)     (7,765)
Balance, September 30, 2019$97,690
 $193,612
 $(2,799) $8,530
 $297,033
          
Balance, January 1, 2018$97,042
 $148,298
 $(1,087) $(343) $243,910
Net income  24,774
     24,774
Other comprehensive loss      (7,428) (7,428)
Forfeiture of restricted stock award grants (130 shares)1
   (4)   (3)
Restricted stock award grants (37,708 shares)(933)   933
   0
Stock-based compensation expense1,218
       1,218
Purchase of treasury stock (10,769 shares)    (286)   (286)
Purchase of treasury stock for the purpose of tax withholding related to restricted stock award vesting (6,119 shares)    (164)   (164)
Cash dividends declared ($0.50 per share)  (7,645)     (7,645)
Balance, September 30, 2018$97,328
 $165,427
 $(608) $(7,771) $254,376
          
Additional
Paid-In
Capital		Retained
Earnings		Treasury
Stock		Accumulated
Other
Comprehensive
Income (Loss)		Total
Share-
holders’
Equity
Balance, January 1, 2020$99,335  $201,503  $(2,811) $6,939  $304,966  
Net income17,059  17,059  
Other comprehensive income9,659  9,659  
Restricted stock award grants (35,160 shares)(892) 892  0  
Performance based restricted stock award grants (8,351 shares)(217) 217  0  
Stock-based compensation expense835  835  
Issuance of common stock, net of issuance costs (115,790 shares)3,313  3,313  
Purchase of treasury stock for the purpose of tax withholding related to restricted stock award vesting (7,267 shares)(212) (212) 
Purchase of treasury stock for the purpose of tax withholding related to performance based restricted stock award vesting (3,458 shares)(113) (113) 
Cash dividends declared ($0.34 per share)(5,235) (5,235) 
Balance, June 30, 2020$102,374  $213,327  $(2,027) $16,598  $330,272  
Balance, January 1, 2019$97,602  $171,780  $(2,556) $(3,996) $262,830  
Net income19,240  19,240  
Other comprehensive income10,094  10,094  
Restricted stock award grants (39,790 shares)(1,055) 1,055  0  
Stock-based compensation expense867  867  
Purchase of treasury stock (40,000 shares)(994) (994) 
Purchase of treasury stock for the purpose of tax withholding related to restricted stock award vesting (9,088 shares)(240) (240) 
Cash dividends declared ($0.34 per share)(5,182) (5,182) 
Balance, June 30, 2019$97,414  $185,838  $(2,735) $6,098  $286,615  
See Notes to Consolidated Financial Statements

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CNB FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared pursuant to rules and regulations of the SEC and in compliance with accounting principles generally accepted in the United States of America (“GAAP”). Because this report is based on an interim period, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

In the opinion of management of the registrant, the accompanying consolidated financial statements as of SeptemberJune 30, 20192020 and for the three and ninesix month periods ended SeptemberJune 30, 20192020 and 20182019 include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition and the results of operations for the periods presented. The financial performance reported for CNB Financial Corporation (the “Corporation”) for the three and ninesix month periodperiods ended SeptemberJune 30, 20192020 is not necessarily indicative of the results to be expected for the full year. This information should be read in conjunction with the Corporation’s Annual Report on Form 10-K for the period ended December 31, 20182019 (the “2018“2019 Form 10-K”). All dollar amounts are stated in thousands, except share and per share data and other amounts as indicated. Certain amounts appearing in the consolidated financial statements and notes thereto for prior period amountsperiods have been reclassified to conform with the current presentation. The reclassifications had no effect on net income or shareholders’ equity as previously reported.

Risks and Uncertainties

The outbreak of the novel strain of coronavirus, or COVID-19, has adversely impacted a broad range of industries in which the Corporation's clients operate and could impair their ability to fulfill their financial obligations to the current period presentation.Corporation. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic, indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed, with the goal of decreasing the rate of new infections. The spread of the COVID-19 outbreak has caused significant disruptions in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Corporation operates. While there has been no material impact to the Corporation’s employees to date, the COVID-19 pandemic could also potentially create widespread business continuity issues for the Corporation.  

2.    STOCK COMPENSATION

The Corporationfederal government has a stock incentive plan, which is administered by a committee oftaken several actions designed to mitigate the Board of Directorseconomic impact. Most notably, the Coronavirus Aid, Relief and which permits the Corporation to provide various types of stock-based compensation to its key employees, directors, and/or consultants, including time-based and performance-based shares of restricted stock. The Corporation previously maintained the CNB Financial Corporation 2009 Stock Incentive Plan, which terminated in accordance with its terms on February 10, 2019, and currently maintains the CNB Financial Corporation 2019 Omnibus Incentive Plan (the "2019 Stock Incentive Plan"Economic Security (“CARES”), Act, which was approved bysigned into law at the Corporation’s shareholdersend of March 2020, allocated $2 trillion for COVID-19 related relief and became effective on April 16, 2019. 

For key employees,initiatives. Among other things, the vesting of time-based restricted stock is one-third, one-fourth, or one-fifth of the granted restricted shares per year, beginning one year after the grant date, with 100% vesting on the third, fourth or fifth anniversary of the grant date, respectively. PriorCARES Act provides direct financial aid to 2018,American families and economic stimulus to significantly impacted industry sectors. The CARES Act also includes extensive emergency funding for non-employee directors, the vesting schedule was one-third of the granted restricted shares per year, beginning one year after the grant date, with 100% vested on the third anniversary of the grant date. Beginning in 2018, stock compensation received by non-employee directors vests immediately. At September 30, 2019, there was 0 unrecognized compensation cost related to stock-based compensation awarded under this planhospitals and except for the time-based and performance-based restricted stock awards disclosed below and in previous filings, 0 other stock-based compensation was granted during the three or nine month periods ended September 30, 2019 and 2018.
providers. In addition to the time-basedgeneral impact of the COVID-19 pandemic, certain provisions of the CARES Act as well as other recent legislative and regulatory relief efforts are expected to have a material impact on the Corporation's operations.

The Corporation's business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain the COVID-19 pandemic requires further restricted stock disclosed above,measures or is unsuccessful, the Corporation’s BoardCorporation could experience a material adverse effect on its business, financial condition, results of Directors grants performance-based restricted stock awards (“PBRSAs”)operations and cash flows. Since the extent to key employees. The number of PBRSAswhich the COVID-19 pandemic impacts its operations will depend on future developments that are highly uncertain, the Corporation cannot estimate the impact on its business, financial condition or near or long-term financial or operational results with reasonable certainty. Accordingly, the Corporation is disclosing potentially material items of which it is aware.

Asset valuation: Currently, the Corporation does not expect the COVID-19 pandemic to affect its ability to account timely for the assets on its balance sheet; however, this could change in future periods due to any number of potential impacts from the COVID-19 pandemic.

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The COVID-19 pandemic could cause a further and sustained decline in the Corporation's stock price or the occurrence of what management would deem to be a triggering event that could, under certain performance conditions and are also subjectcircumstances, cause us to service-based vesting. In 2019, awards withperform a maximum of 16,681 sharesgoodwill impairment test, resulting in aggregate were granted to key employees. In 2018, awards with a maximum of 15,657 shares in aggregate were granted to key employees. In 2017, an award with a maximum of 7,109 shares was granted to a key employee.impairment charge being recorded for that period. In the third quarterevent that the Corporation concludes that all or a portion of 2019,its goodwill is impaired, a key employee retired resultingnon-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital. As of June 30, 2020, the Corporation performed an analysis of its goodwill, taking into account the effect that the COVID-19 pandemic continues to have on the economy, and determined its goodwill was not impaired.

Lending operations and accommodations to borrowers: In keeping with regulatory guidance to continue to assist borrowers during the COVID-19 pandemic, and as detailed in 241the CARES Act, the Corporation implemented a payment deferral program for its commercial lending clients that are adversely affected by the pandemic. Depending on the demonstrated need of the client, the Corporation is deferring either the full loan payment or the principal component of the loan payment for up to six months. As of June 30, 2020, the deferred loan payment commitments were 1,463 loans, totaling $626 million, comprised of (i) 596 loans, totaling $401 million, for which principal and 557 shares vesting relatedinterest were deferred, and (ii) 867 loans, totaling $225 million, for which principal only was deferred.  In accordance with interagency guidance issued in March 2020, these short term deferrals are not considered troubled debt restructurings.

The Corporation participated in the Paycheck Protection Program ("PPP") established by the CARES Act for loans provided under the auspices of the Small Business Administration (“SBA”). Under this program, the Corporation lent money primarily to its existing loan and/or deposit customers, based on a predetermined SBA-developed formula, intended to incentivize small business owners to retain their 2019employees. These loans carry a customer rate of 1.00% plus a processing fee that varies depending on the balance of the loan at origination and 2018 PBRSA, respectively,have a two-year maturity. As of June 30, 2020, the Corporation had outstanding approximately $226 million, or 1,898 PPP loan relationships, under this program, at a rate of 1.00% coupled with deferred processing fees of approximately $8.8 million. As of April 16, 2020, the SBA funds allocated in the original PPP authorization were fully utilized. Additional funding was made available on April 24, 2020 under the Paycheck Protection Program and Health Care Enhancement Act ("PPP Enhancement Act"). The PPP Enhancement Act authorized additional funding under the CARES Act of $310 billion for PPP loans to be issued by financial institutions through the SBA. The Corporation provided additional loans with funds from the PPP Enhancement Act.. It is the Corporation's understanding that loans funded through the PPP program are fully guaranteed by the U.S. government. Should those circumstances change, the Corporation could be required to establish additional allowance for loan loss through additional provision for loan loss expense charged to earnings.

Credit: The Corporation is working with customers directly affected by the COVID-19 pandemic. The Corporation has offered short-term assistance in accordance with regulator guidelines. As a result of the current economic slowdown related to the COVID-19 pandemic, the Corporation is engaging in more frequent communication with borrowers to better understand their agreement.situation and the challenges faced, allowing it to respond proactively as needs and issues arise. Should economic conditions worsen, the Corporation could experience further increases in its required allowance for loan losses and record additional provision expense. It is possible that the Corporation's asset quality measures could worsen at future measurement periods if the effects of the COVID-19 pandemic are prolonged.
Compensation expense
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2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued an Accounting Standards Update ("ASU") 2016-13, "Financial Instruments – Credit Losses" which will require recognition of an entity’s current estimate of all expected credit losses for assets measured at amortized cost. The amendment requires the measurement of all expected credit losses for financial assets held at the reporting date, based on historical credit loss experience, current market conditions, and reasonable and supportable forecast. This eliminates the probable initial recognition threshold in current GAAP. The update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2018. In November 2018, the FASB issued ASU 2018-19, "Codification Improvements to Topic 326, Financial Instruments – Credit Losses."  The amendment clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20 and should be accounted for in accordance with Topic 842, "Leases." In April 2019, ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” was issued to address certain codification improvements and to provide certain accounting policy electives related to accrued interest as well as disclosure related to credit losses, among other things. In May 2019, ASU 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief,” was issued to provide transition relief in connection with the adoption of ASU 2016-03 whereby entities would have the option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. 
The CARES Act provides financial institutions with the option to delay the adoption of ASU No. 2016-13, “Financial Instruments – Credit Losses,” until the earlier of December 31, 2020 or until the national emergency related to the COVID-19 pandemic is terminated. Given the complexity of the processes necessary to properly evaluate, document and implement the current expected credit losses methodology, combined with the extraneous circumstances impacted on its employees, caused by the spread of the coronavirus, the Corporation opted to delay the adoption of ASU No. 2016-13 and recorded its provision for loan losses under the incurred loss model that existed prior to ASU 2016-13.
Prior to passage of the CARES Act, based upon the Corporation's fourth quarter parallel run, assessment of the composition, characteristics and credit quality of the Corporation's loan and investment securities portfolio, as well as the economic conditions in effect as of the adoption date, management estimates the adoption of ASU 2016-13 will result in an increase of approximately 20-30% to the Corporation's allowance for credit losses, as reported in its Annual Report Form 10-K for the restricted stock awards is recognized overfiscal year ended December 31, 2019. The adjustment to record the requisite service period noted aboveallowance for credit losses may fall outside of management’s estimated increase based on completion of the Corporation's evaluation of qualitative factors and forecasts adjustments to estimate expected credit losses inherent in the loan portfolio.

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in the previous two-step impairment test. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, of the shares at the date of grant. Nonvested restricted stock awards are recorded as a reduction of additional paid-in-capital in shareholders’ equity until earned. Compensation expense resulting from time-based, performance-based and director restricted stock awards was $242 and $1,109 for the three and nine months ended September 30, 2019 and $269 and $1,218 for the three and nine months ended September 30, 2018. There was $640 and $775 of total unrecognized compensation cost related to unvested restricted stock awards, as of September 30, 2019 and December 31, 2018, respectively.an entity will record an impairment charge based on that difference. The total income tax benefit relatedimpairment charge will be limited to the recognized compensation costamount of vested restricted stock awards was $51 and $233 forgoodwill allocated to that reporting unit. The standard eliminates the three and nine months ended September 30, 2019 and $56 and $256 for the three and nine months ended September 30, 2018, respectively.

A summary of changes in time-based nonvested restricted stock awards for the three months ended September 30, 2019 follows:
 Shares Per Share Weighted Average Grant Date Fair Value
Nonvested at beginning of period64,158
 $24.87
Forfeited(2,699) 24.85
Vested(639) 23.53
Nonvested at end of period60,820
 $24.88

A summary of changes in time-based nonvested restricted stock awards for the nine months ended September 30, 2019 follows:
 Shares Per Share Weighted Average Grant Date Fair Value
Nonvested at beginning of period75,889
 $23.20
Granted25,940
 25.27
Forfeited(2,699) 24.85
Vested(38,310) 21.79
Nonvested at end of period60,820
 $24.88


The above table excludes 13,850 shares in restricted stock awards that were granted atprior requirement to calculate a weighted average fair value of $25.27 and immediately vested. Compensation expense resulting from the immediately vested shares was $0 and $350 for the three and nine months ended September 30, 2019 and is included in the previously disclosed $242 and $1,109 above, respectively.

The fair value of shares vested was $18 and $1,346 during the three and nine months ended September 30, 2019 and $8 and $1,479 for the three and nine months ended September 30, 2018.

3.    FAIR VALUE

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy has also been establishedgoodwill impairment charge using Step 2, which requires an entity to maximizecalculate any impairment charge by comparing the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs are used to measure fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of most trading securities and securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

The Corporation’s derivative instruments are interest rate swaps that are similar to those that trade in liquid markets. As such, significant fair value inputs can generally be verified and do not typically involve significant management judgments (Level 2 inputs).


Theimplied fair value of impaired loansgoodwill with specific allocations ofits carrying amount. ASU 2017-04 was effective for the allowanceCorporation on January 1, 2020 and did not have a material impact on the Corporation's financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for loan losses is generally basedFair Value Measurement.” ASU 2018-13 modifies disclosure requirements on recent real estate appraisals prepared by third-parties. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management also adjusts appraised valuesfair value measurements based on the length of time that has passed sinceconcepts in the appraisal date and other factors. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2019 and December 31, 2018:
  
 Fair Value Measurements at September 30, 2019 Using: 
   Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
DescriptionTotal (Level 1) (Level 2) (Level 3)
Assets:       
Securities Available For Sale:       
U.S. Government sponsored entities$138,768
 $0
 $138,768
 $0
States and political subdivisions115,064
 0
 115,064
 0
Residential and multi-family mortgage240,966
 0
 240,966
 0
Corporate notes and bonds7,003
 0
 7,003
 0
Pooled SBA27,101
 0
 27,101
 0
Other965
 965
 0
 0
Total Securities Available For Sale$529,867
 $965
 $528,902
 $0
Interest Rate swaps$2,572
 $0
 $2,572
 $0
Trading Securities:       
Corporate equity securities$7,259
 $7,259
 $0
 $0
Mutual funds911
 911
 0
 0
Certificates of deposit210
 210
 0
 0
Corporate notes and bonds657
 657
 0
 0
U.S. Government sponsored entities51
 0
 51
 0
Total Trading Securities$9,088
 $9,037
 $51
 $0
Liabilities:       
Interest rate swaps$(3,155) $0
 $(3,155) $0
        
   Fair Value Measurements at December 31, 2018 Using:
   Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
DescriptionTotal (Level 1) (Level 2) (Level 3)
Assets:       
Securities Available For Sale:       
U.S. Government sponsored entities$132,694
 $0
 $132,694
 $0
States and political subdivisions136,031
 0
 136,031
 0
Residential and multi-family mortgage206,053
 0
 206,053
 0
Corporate notes and bonds11,777
 0
 11,777
 0
Pooled SBA29,374
 0
 29,374
 0
Other934
 934
 0
 0
Total Securities Available For Sale$516,863
 $934
 $515,929
 $0
Interest Rate swaps$485
 $0
 $485
 $0
Trading Securities:       
Corporate equity securities$5,828
 $5,828
 $0
 $0
Mutual funds1,058
 1,058
 0
 0
Certificates of deposit268
 268
 0
 0
Corporate notes and bonds581
 581
 0
 0
U.S. Government sponsored entities51
 0
 51
 0
Total Trading Securities$7,786
 $7,735
 $51
 $0
Liabilities:       
Interest rate swaps$(686) $0
 $(686) $0


Assets and liabilities measured at fair value on a non-recurring basis are as follows at September 30, 2019 and December 31, 2018:
   Fair Value Measurements at September 30, 2019 Using:
   
Quoted Prices in
Active Markets 
for
Identical Assets
 
Significant Other
Observable Inputs
 
Significant
Unobservable
Inputs
DescriptionTotal (Level 1) (Level 2) (Level 3)
Assets:       
Impaired loans:       
Commercial, industrial, and agricultural$687
 0
 0
 $687
Commercial mortgages$1,089
 0
 0
 $1,089
        
   Fair Value Measurements at December 31, 2018 Using
   Quoted Prices in   Significant
   
Active Markets 
for
 Significant Other Unobservable
   Identical Assets Observable Inputs Inputs
DescriptionTotal (Level 1) (Level 2) (Level 3)
Assets:       
Impaired loans:       
Commercial, industrial, and agricultural$2,055
 0
 0
 $2,055
Commercial mortgages$679
 0
 0
 $679


The estimated fair values of impaired collateral dependent loans, such as commercial or residential mortgages, are determined primarily through third-party appraisals. When a collateral dependent loan, such as a commercial or residential mortgage loan, becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations,Concepts Statement, including the ageconsideration of the most recent appraisal, the loan-to-value ratio basedcosts and benefits. The amendments on the original appraisal, and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral and a further reduction for estimated costs to sell the property is applied, which results in an amount that is considered to be the estimated fair value. If a loan becomes impaired and the appraisal of related loan collateral is outdated, management applies an appropriate adjustment factor based on its experience with current valuations of similar collateral in determining the loan’s estimated fair value and resulting allowance for loan losses. Third-party appraisals are not customarily obtained in respect of unimpaired loans, unless in management’s view changes in circumstances warrant obtaining an updated appraisal.
The following table presents quantitative information aboutunrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 was effective for the Corporation on January 1, 2020 and did not have a material impact on the Corporation's financial instruments measured at fair value on a non-recurring basis at September 30, 2019:statement disclosures.
Fair
value
Valuation TechniqueUnobservable Inputs
Range
(Weighted Average)
Impaired loans – commercial, industrial, and agricultural
$687Valuation of third party appraisal on underlying collateralLoss severity rates48%-61% (54%)
Impaired loans – commercial mortgages$1,089Valuation of third party appraisal on underlying collateralLoss severity rates25-100% (58%)
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2018:
Fair
value
Valuation TechniqueUnobservable Inputs
Range
(Weighted Average)
Impaired loans – commercial, industrial, and agricultural$2,055Valuation of third party appraisal on underlying collateralLoss severity rates20%-60% (34%)
Impaired loans – commercial mortgages$679Valuation of third party appraisal on underlying collateralLoss severity rates15%-39% (33%)


8
Fair Value
Table of Financial Instruments
The following table presents the carrying amount and fair value of financial instruments at September 30, 2019:
Contents
 Carrying Fair Value Measurement Using: Total
 Amount Level 1 Level 2 Level 3 Fair Value
ASSETS         
Cash and cash equivalents$52,161
 $52,161
 $0
 $0
 $52,161
Securities available for sale529,867
 965
 528,902
 0
 529,867
Trading securities9,088
 9,037
 51
 0
 9,088
Loans held for sale1,279
 0
 1,282
 0
 1,282
Net loans2,729,295
 0
 0
 2,705,463
 2,705,463
FHLB and other restricted interests24,901
 n/a
 n/a
 n/a
 n/a
Interest rate swaps2,572
 0
 2,572
 0
 2,572
Accrued interest receivable11,679
 6
 3,486
 8,187
 11,679
LIABILITIES         
Deposits$(2,875,595) $(2,501,490) $(374,987) $0
 $(2,876,477)
FHLB and other borrowings(248,101) 0
 (252,312) 0
 (252,312)
Subordinated debentures(70,620) 0
 (64,382) 0
 (64,382)
Interest rate swaps(3,155) 0
 (3,155) 0
 (3,155)
Accrued interest payable(1,712) 0
 (1,712) 0
 (1,712)
In August 2018, the FASB issued ASU 2018-14, "Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans." ASU 2018-14 amends ASC 715-20, "Compensation - Retirement Benefits - Defined Benefit Plans - General." The amended guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include (a) the amounts in accumulated Other Comprehensive Income ("OCI") expected to be recognized in net periodic benefit costs over the next fiscal year, and (b) the effects of a one percentage point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for post-retirement health care benefits. Additional disclosures include descriptions of significant gains and losses affecting the benefit obligation for the period. ASU 2018-14 was effective for the Corporation on January 1, 2020 and did not have a material impact on the Corporation's financial statement disclosures.
The following table presents the carrying amount and fair value of financial instruments at December 31, 2018:
 Carrying Fair Value Measurement Using: Total
 Amount Level 1 Level 2 Level 3 Fair Value
ASSETS         
Cash and cash equivalents$45,563
 $45,563
 $0
 $0
 $45,563
Securities available for sale516,863
 934
 515,929
 0
 516,863
Trading securities7,786
 7,735
 51
 0
 7,786
Loans held for sale367
 0
 368
 0
 368
Net loans2,454,853
 0
 0
 2,433,417
 2,433,417
FHLB and other restricted interests24,508
 n/a
 n/a
 n/a
 n/a
Interest rate swaps485
 0
 485
 0
 485
Accrued interest receivable10,843
 6
 3,368
 7,469
 10,843
LIABILITIES         
Deposits$(2,610,786) $(2,215,349) $(397,370) $0
 $(2,612,719)
FHLB and other borrowings(245,117) 0
 (242,592) 0
 (242,592)
Subordinated debentures(70,620) 0
 (65,794) 0
 (65,794)
Interest rate swaps(686) 0
 (686) 0
 (686)
Accrued interest payable(1,349) 0
 (1,349) 0
 (1,349)

In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”).  ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. ASU 2018-15 was effective for the Corporation on January 1, 2020 and did not have a material impact on the Corporation's financial statements.

In accordanceMarch 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments in this update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. It provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022. The Corporation is currently evaluating the impact of the reference rate reform on the Corporation's consolidated financial statements.
In March 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System (the "Federal Reserve") and the Federal Deposit Insurance Corporation (the "FDIC”) issued an interagency statement on loan modifications and reporting for financial institutions working with our adoption ofcustomers affected by the COVID-19 pandemic. The interagency statement was effective immediately and impacted accounting for loan modifications. Under Accounting Standards Update ("ASU"Codification 310-40, “Receivables - Troubled Debt Restructurings by Creditors” (“ASC 310-40”), a restructuring of debt constitutes a troubled debt restructuring (“TDR”) 2016-01if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in 2018,response to the methods utilizedCOVID-19 pandemic to measureborrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. See Note 1 of the footnotes to the consolidated financial statements for disclosure of the impact to date.

9
Table of Contents
3. BUSINESS COMBINATIONS

On July 17, 2020, the Corporation completed its previously announced acquisition of Bank of Akron (“Akron”), pursuant to that certain Agreement and Plan of Merger, dated as of December 18, 2019 (the “Merger Agreement”), by and among the Corporation, CNB Bank and Akron. Under the terms of the Merger Agreement, Akron merged with and into CNB Bank (the “Merger”), with CNB Bank continuing as the surviving entity. Banking offices of Akron will operate under the trade name BankOnBuffalo, a division of CNB Bank.

Pursuant to the Merger Agreement, for each share of Akron common stock, Akron shareholders were entitled to elect to receive either (x) $215.00 in cash or (y) 6.6729 shares of the Corporation's common stock and shall receive cash in lieu of fractional shares. Elections were subject to proration procedures whereby at least 75% of the shares of Akron common stock were exchanged for shares of the Corporation's common stock. Based on the elections and proration procedures, the total consideration payable to Akron shareholders was approximately $40.8 million, comprised of approximately $16.1 million in cash and 1,501,402 shares of the Corporation's common stock, valued at approximately $24.7 million based on the July 17, 2020 closing price of $16.43 per share of the Corporation's common stock.

The acquisition of Akron was completed subsequent to the second quarter of 2020, and as a result Akron's balance sheet and results of operations are not included in the Corporation's consolidated financial statements for the period ended June 30, 2020. The Corporation is currently in the process of allocating the purchase price to the fair valuevalues of financial instruments at Septemberthe assets and liabilities acquired in conjunction with the acquisition. As of June 30, 20192020, Akron had $471 million in total assets, $329 million in total loans, and December 31, 2018 represent an approximation$426 million in total deposits.

The Corporation incurred $462 thousand and $534 thousand of exit price; however, an actual exit price may differ.merger-related expenses during the three and six months ended June 30, 2020, consisting largely of professional services of attorneys, accountants, investment bankers and other advisors. There were no merger-related expenses incurred during three and six months ended June 30, 2019.


4. SECURITIES

Securities available for sale at SeptemberJune 30, 20192020 and December 31, 20182019 are as follows:
September 30, 2019 December 31, 2018 June 30, 2020December 31, 2019
Amortized Unrealized Fair Amortized Unrealized Fair AmortizedUnrealizedFairAmortizedUnrealizedFair
Cost Gains Losses Value Cost Gains Losses Value CostGainsLossesValueCostGainsLossesValue
U.S. Gov’t sponsored entities$135,215
 $3,620
 $(67) $138,768
 $134,010
 $254
 $(1,570) $132,694
U.S. Gov’t sponsored entities$139,125  $7,521  $(27) $146,619  $124,189  $2,924  $(19) $127,094  
State & political subdivisions111,468
 3,687
 (91) 115,064
 134,662
 1,942
 (573) 136,031
State & political subdivisions61,339  3,035  (183) 64,191  101,177  3,288  (102) 104,363  
Residential & multi-family mortgage236,241
 5,362
 (637) 240,966
 209,126
 500
 (3,573) 206,053
Residential & multi-family mortgage293,605  11,804  (638) 304,771  273,404  4,117  (885) 276,636  
Corporate notes & bonds7,350
 14
 (361) 7,003
 12,356
 22
 (601) 11,777
Corporate notes & bonds9,850  13  (691) 9,172  8,350  14  (282) 8,082  
Pooled SBA26,810
 361
 (70) 27,101
 30,163
 135
 (924) 29,374
Pooled SBA22,397  961  0  23,358  25,063  274  (163) 25,174  
Other1,020
 0
 (55) 965
 1,020
 0
 (86) 934
Other1,020  0  (37) 983  1,020  0  (56) 964  
Total$518,104
 $13,044
 $(1,281) $529,867
 $521,337
 $2,853
 $(7,327) $516,863
Total$527,336  $23,334  $(1,576) $549,094  $533,203  $10,617  $(1,507) $542,313  


At SeptemberJune 30, 20192020 and December 31, 2018,2019, there were 0 holdings of securities of any one issuer, other than the U.S. Government sponsored entities, in an amount greater than 10% of shareholders’ equity. The Corporation’s residential and multi-family mortgage securities are issued by government sponsored entities.
Trading securities at SeptemberJune 30, 20192020 and December 31, 20182019 are as follows:
June 30, 2020December 31, 2019
Corporate equity securities$3,847  $7,946  
Mutual funds994  807  
Certificates of deposit322  350  
Corporate notes and bonds675  655  
U.S. Government sponsored entities51  51  
Total$5,889  $9,809  
 September 30, 2019 December 31, 2018
Corporate equity securities$7,259
 $5,828
Mutual funds911
 1,058
Certificates of deposit210
 268
Corporate notes and bonds657
 581
U.S. Government sponsored entities51
 51
Total$9,088
 $7,786
10

Table of Contents
Securities with unrealized losses at SeptemberJune 30, 20192020 and December 31, 2018,2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:
SeptemberJune 30, 20192020
Less than 12 Months 12 Months or More Total Less than 12 Months12 Months or MoreTotal
Description of Securities
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
Description of SecuritiesFair
Value		Unrealized
Loss		Fair
Value		Unrealized
Loss		Fair
Value		Unrealized
Loss
U.S. Gov’t sponsored entities$9,045
 $(7) $23,954
 $(60) $32,999
 $(67)U.S. Gov’t sponsored entities$9,973  $(27) $0  $0  $9,973  $(27) 
State & political subdivisions0
 0
 714
 (91) 714
 (91)State & political subdivisions492  (10) 677  (173) 1,169  (183) 
Residential & multi-family mortgage15,527
 (67) 35,984
 (570) 51,511
 (637)Residential & multi-family mortgage12,824  (53) 4,444  (585) 17,268  (638) 
Corporate notes & bonds0
 0
 4,639
 (361) 4,639
 (361)Corporate notes & bonds0  0  4,313  (691) 4,313  (691) 
Pooled SBA9,118
 (20) 6,576
 (50) 15,694
 (70)Pooled SBA0  0  0  0  0  0  
Other0
 0
 965
 (55) 965
 (55)Other0  0  983  (37) 983  (37) 
$33,690
 $(94) $72,832
 $(1,187) $106,522
 $(1,281)$23,289  $(90) $10,417  $(1,486) $33,706  $(1,576) 

December 31, 20182019
 Less than 12 Months 12 Months or More Total
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
U.S. Gov’t sponsored entities$14,786
 $(41) $70,676
 $(1,529) $85,462
 $(1,570)
State & political subdivisions13,834
 (62) 21,080
 (511) 34,914
 (573)
Residential & multi-family mortgage69,015
 (656) 87,286
 (2,917) 156,301
 (3,573)
Corporate notes & bonds0
 0
 9,759
 (601) 9,759
 (601)
Pooled SBA760
 (7) 20,795
 (917) 21,555
 (924)
Other0
 0
 934
 (86) 934
 (86)
 $98,395
 $(766) $210,530
 $(6,561) $308,925
 $(7,327)

 Less than 12 Months12 Months or MoreTotal
 Fair
Value		Unrealized
Loss		Fair
Value		Unrealized
Loss		Fair
Value		Unrealized
Loss
U.S. Gov’t sponsored entities$7,040  $(3) $14,989  $(16) $22,029  $(19) 
State & political subdivisions826  (5) 684  (97) 1,510  (102) 
Residential & multi-family mortgage41,841  (346) 32,555  (539) 74,396  (885) 
Corporate notes & bonds0  0  4,718  (282) 4,718  (282) 
Pooled SBA8,560  (80) 6,075  (83) 14,635  (163) 
Other0  0  964  (56) 964  (56) 
$58,267  $(434) $59,985  $(1,073) $118,252  $(1,507) 
The Corporation evaluates securities for other-than-temporary impairment on a quarterly basis, or more frequently when economic or market conditions warrant such an evaluation.

At SeptemberJune 30, 20192020 and December 31, 2018,2019, management performed an assessment for possible other-than-temporary impairment of the Corporation’s debt securities, relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources. Based on the results of the assessment, management believes impairment of these debt securities at SeptemberJune 30, 20192020 and December 31, 20182019 to be temporary.
For the securities that comprise corporate notes and bonds and the securities that are issued by state and political subdivisions, management monitors publicly available financial information, such as filings with the Securities and Exchange Commission, in order to evaluate the securities for other-than-temporary impairment. For financial institution issuers, management monitors information from quarterly “call” report filings that are used to generate Uniform Bank Performance Reports. All other securities that were in an unrealized loss position at the balance sheet date were reviewed by management, and issuer-specific documents were reviewed as appropriate given the following considerations; the financial condition and near-term prospects of the issuer and whether downgrades by bond rating agencies have occurred, the length of time and extent to which fair value has been less than cost, and whether management does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery.
As of SeptemberJune 30, 20192020 and December 31, 2018,2019, management concluded that the securities described in the previous paragraph were not other-than-temporarily impaired for the following reasons:
 
•There is no indication of any significant deterioration of the creditworthiness of the institutions that issued the securities.
•All contractual interest payments on the securities have been received as scheduled, and no information has come to management’s attention through the processes previously described which would lead to a conclusion that future contractual payments will not be timely received.
The Corporation does not intend to sell and it is not more likely than not that it will be required to sell the securities in an unrealized loss position before recovery of its amortized cost basis.
11
Table of Contents
On SeptemberJune 30, 20192020 and December 31, 2018,2019, securities carried at $257,233$442,613 and $290,717,$405,200, respectively, were pledged to secure public deposits and for other purposes as provided by law.
Information pertaining to security sales on available for sale securities is as follows:
 Proceeds 
Gross
Gains
 
Gross
Losses
Three months ended September 30, 2019$0
 $0
 $0
Three months ended September 30, 2018$0
 $0
 $0
Nine months ended September 30, 2019$11,403
 $152
 $4
Nine months ended September 30, 2018$0
 $0
 $0

The tax provision related to these net realized gains was $0 and $31 during the three and nine months ended September 30, 2019.

The following is a schedule of the contractual maturity of securities available for sale at SeptemberJune 30, 2019:2020:
 
Amortized
Cost
 
Fair
Value
1 year or less$71,463
 $71,468
1 year – 5 years108,190
 110,168
5 years – 10 years68,636
 73,242
After 10 years5,744
 5,957
 254,033
 260,835
Residential and multi-family mortgage236,241
 240,966
Pooled SBA26,810
 27,101
Other1,020
 965
Total debt securities$518,104
 $529,867


Amortized
Cost		Fair
Value
1 year or less$53,898  $54,102  
1 year – 5 years85,070  89,212  
5 years – 10 years65,052  70,171  
After 10 years6,294  6,497  
210,314  219,982  
Residential & multi-family mortgage293,605  304,771  
Pooled SBA22,397  23,358  
Other1,020  983  
Total debt securities$527,336  $549,094  
Mortgage and asset backed securities and pooled SBA securities are not due at a single date; periodic payments are received based on the payment patterns of the underlying collateral.

Information pertaining to security sales on available for sale securities is as follows:
ProceedsGross
Gains		Gross
Losses
Three months ended June 30, 2020$57,185  $2,257  $67  
Three months ended June 30, 2019$0  $0  $0  
Six months ended June 30, 2020$57,185  $2,257  $67  
Six months ended June 30, 2019$11,403  $152  $4  

The tax provision related to these net realized gains was $460 for the three and six months ended June 30, 2020 and zero and $31 during the three and six months ended June 30, 2019, respectively.

5. LOANS
Total net loans at SeptemberJune 30, 20192020 and December 31, 20182019 are summarized as follows:
 September 30, 2019 December 31, 2018
Commercial, industrial, and agricultural$1,033,631
 $916,297
Commercial mortgages788,974
 697,776
Residential real estate802,331
 771,309
Consumer121,598
 86,035
Credit cards7,393
 7,623
Overdrafts642
 308
Less: unearned discount(5,067) (4,791)
allowance for loan losses(20,207) (19,704)
Loans, net$2,729,295
 $2,454,853

June 30, 2020December 31, 2019
Commercial, industrial and agricultural$1,263,521  $1,046,665  
Commercial mortgages865,401  814,002  
Residential real estate805,413  814,030  
Consumer93,409  124,785  
Credit cards6,760  7,569  
Overdrafts284  2,146  
Less: unearned discount(4,617) (5,162) 
allowance for loan losses(24,529) (19,473) 
Loans, net$3,005,642  $2,784,562  
At SeptemberJune 30, 20192020 and December 31, 2018,2019, net unamortized loan fees of $3,447$9,313 and $3,175,$3,092, respectively, have been included in the carrying value of loans.

The Corporation’s outstanding loans and related unfunded commitments are primarily concentrated within central and northwest Pennsylvania, central and northeast Ohio and western New York. The Bank attempts to limit concentrations within specific industries by utilizing dollar limitations to single industries or customers, and by entering into participation agreements with third parties. Collateral requirements are established based on management’s assessment of the customer. The Corporation maintains lending policies to control the quality of the loan portfolio. These policies delegate the authority to extend loans under specific guidelines and underwriting standards. These policies are prepared by the Corporation’s management and reviewed and ratified annually by the Corporation’s Board of Directors.

12
Table of Contents
Pursuant to the Corporation’s lending policies, management considers a variety of factors when determining whether to extend credit to a customer, including loan-to-value ratios, FICO scores, quality of the borrower’s financial statements, and the ability to obtain personal guarantees.
Commercial, industrial and agricultural loans comprised 38%42% and 37% of the Corporation’s total loan portfolio at SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively. Commercial mortgage loans comprised 29% and 28%29% of the Corporation’s total loan portfolio at SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively. Management assigns a risk rating to all commercial loans at loan origination. The loan-to-value policy guidelines for commercial, industrial and agricultural loans are generally a maximum of 80% of the value of business equipment, a maximum of 70% of the value of accounts receivable, and a maximum of 60% of the value of business inventory at loan origination. The loan-to-value policy guideline for commercial mortgage loans is generally a maximum of 85% of the appraised value of the real estate.


Residential real estate loans comprised 29%27% and 31%29% of the Corporation’s total loan portfolio at SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively. The loan-to-value policy guidelines for residential real estate loans vary depending on the collateral position and the specific type of loan. Higher loan-to-value terms may be approved with the appropriate private mortgage insurance coverage. The Corporation also originates and prices loans for sale into the secondary market. Loans so originated are classified as loans held for sale and are excluded from residential real estate loans reported above. The rationale for these sales is to mitigate interest rate risk associated with holding lower rate, long-term residential mortgages in the loan portfolio and to generate fee revenue from sales and servicing the loan. The Corporation also offers a variety of unsecured and secured consumer loan and credit card products which represented less than 5%3% of the total loan portfolio at both SeptemberJune 30, 20192020 and December 31, 2018.2019. Terms and collateral requirements vary depending on the size and nature of the loan.
Transactions in the allowance for loan losses for the three months ended September 30, 2019 were as follows:
13
 
Commercial,Industrial, 
and Agricultural
 
Commercial
Mortgages
 
Residential
Real
Estate
 Consumer 
Credit
Cards
 Overdrafts Total
Allowance for loan losses, July 1, 2019$8,108
 $9,538
 $1,403
 $2,141
 $87
 $160
 $21,437
Charge-offs(160) (2,650) (38) (547) (3) (113) (3,511)
Recoveries5
 65
 5
 58
 6
 24
 163
Provision (benefit) for loan losses997
 30
 116
 693
 15
 267
 2,118
Allowance for loan losses, September 30, 2019$8,950
 $6,983
 $1,486
 $2,345
 $105
 $338
 $20,207
Transactions in the allowance for loan losses for the nine months ended September 30, 2019 were as follows:
Table of Contents
 Commercial,Industrial, 
and Agricultural		 
Commercial
Mortgages
 
Residential
Real
Estate
 Consumer 
Credit
Cards
 Overdrafts Total
Allowance for loan losses, January 1, 2019$7,341
 $7,490
 $2,156
 $2,377
 $103
 $237
 $19,704
Charge-offs(160) (2,652) (282) (1,609) (55) (329) (5,087)
Recoveries13
 66
 72
 132
 12
 83
 378
Provision (benefit) for loan losses1,756
 2,079
 (460) 1,445
 45
 347
 5,212
Allowance for loan losses, September 30, 2019$8,950
 $6,983
 $1,486
 $2,345
 $105
 $338
 $20,207
Transactions in the allowance for loan losses for the three months ended SeptemberJune 30, 20182020 were as follows:
Commercial, Industrial 
and Agricultural		Commercial
Mortgages		Residential
Real
Estate		ConsumerCredit
Cards		OverdraftsTotal
Allowance for loan losses, April 1, 2020$10,532  $7,492  $1,458  $2,138  $112  $183  $21,915  
Charge-offs(2,623) 0  (19) (413) (41) (95) (3,191) 
Recoveries7  2  0  38  10  68  125  
Provision for loan losses1,886  2,134  1,237  377  33  13  5,680  
Allowance for loan losses, June 30, 2020$9,802  $9,628  $2,676  $2,140  $114  $169  $24,529  
 
Commercial, Industrial, 
and
Agricultural
 
Commercial
Mortgages
 
Residential
Real
Estate
 Consumer 
Credit
Cards
 Overdrafts Total
Allowance for loan losses, July 1, 2018$7,143
 $10,615
 $1,900
 $2,156
 $101
 $207
 $22,122
Charge-offs(30) 0
 (212) (469) (8) (94) (813)
Recoveries3
 0
 55
 28
 3
 17
 106
Provision (benefit) for loan losses(536) 682
 235
 608
 11
 95
 1,095
Allowance for loan losses, September 30, 2018$6,580
 $11,297
 $1,978
 $2,323
 $107
 $225
 $22,510
Transactions in the allowance for loan losses for the six months ended June 30, 2020 were as follows:
Commercial, Industrial 
and Agricultural		Commercial
Mortgages		Residential
Real
Estate		ConsumerCredit
Cards		OverdraftsTotal
Allowance for loan losses, January 1, 2020$8,287  $6,952  $1,499  $2,411  $84  $240  $19,473  
Charge-offs(2,648) 0  (162) (1,005) (72) (214) (4,101) 
Recoveries25  174  3  81  11  104  398  
Provision for loan losses4,138  2,502  1,336  653  91  39  8,759  
Allowance for loan losses, June 30, 2020$9,802  $9,628  $2,676  $2,140  $114  $169  $24,529  
Transactions in the allowance for loan losses for the three months ended June 30, 2019 were as follows:
Commercial, Industrial 
and
Agricultural		Commercial
Mortgages		Residential
Real
Estate		ConsumerCredit
Cards		OverdraftsTotal
Allowance for loan losses, April 1, 2019$7,787  $8,846  $1,383  $2,040  $105  $185  $20,346  
Charge-offs0  0  (146) (513) (26) (88) (773) 
Recoveries4  16  2  28  1  25  76  
Provision (benefit) for loan losses317  676  164  586  7  38  1,788  
Allowance for loan losses, June 30, 2019$8,108  $9,538  $1,403  $2,141  $87  $160  $21,437  

Transactions in the allowance for loan losses for the ninesix months ended SeptemberJune 30, 20182019 were as follows:
Commercial, Industrial 
and
Agricultural		Commercial
Mortgages		Residential
Real
Estate		ConsumerCredit
Cards		OverdraftsTotal
Allowance for loan losses, January 1, 2019$7,341  $7,490  $2,156  $2,377  $103  $237  $19,704  
Charge-offs0  (2) (244) (1,062) (52) (216) (1,576) 
Recoveries8  1  67  74  6  59  215  
Provision (benefit) for loan losses759  2,049  (576) 752  30  80  3,094  
Allowance for loan losses, June 30, 2019$8,108  $9,538  $1,403  $2,141  $87  $160  $21,437  
 
Commercial, Industrial, 
and
Agricultural
 
Commercial
Mortgages
 
Residential
Real
Estate
 Consumer 
Credit
Cards
 Overdrafts Total
Allowance for loan losses, January 1, 2018$6,160
 $9,007
 $2,033
 $2,179
 $120
 $194
 $19,693
Charge-offs(61) 0
 (289) (1,610) (53) (236) (2,249)
Recoveries165
 0
 67
 112
 27
 64
 435
Provision (benefit) for loan losses316
 2,290
 167
 1,642
 13
 203
 4,631
Allowance for loan losses, September 30, 2018$6,580
 $11,297
 $1,978
 $2,323
 $107
 $225
 $22,510



14
Table of Contents
The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and is based on the Corporation’s impairment method as of SeptemberJune 30, 20192020 and December 31, 2018.2019. The recorded investment in loans excludes accrued interest and unearned discounts due to their insignificance.

June 30, 2020
Commercial, Industrial 
and
Agricultural		Commercial
Mortgages		Residential
Real
Estate		ConsumerCredit
Cards		OverdraftsTotal
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment$642  $1,539  $53  $0  $0  $0  $2,234  
Collectively evaluated for impairment8,653  7,780  2,623  2,140  114  169  21,479  
Acquired with deteriorated credit quality0  0  0  0  0  0  0  
Modified in a troubled debt restructuring507  309  0  0  0  0  816  
Total ending allowance balance$9,802  $9,628  $2,676  $2,140  $114  $169  $24,529  
Loans:
Individually evaluated for impairment$4,813  $12,520  $461  $0  $0  $0  $17,794  
Collectively evaluated for impairment1,254,203  845,886  804,838  93,409  6,760  284  3,005,380  
Acquired with deteriorated credit quality0  501  0  0  0  0  501  
Modified in a troubled debt restructuring4,505  6,494  114  0  0  0  11,113  
Total ending loans balance$1,263,521  $865,401  $805,413  $93,409  $6,760  $284  $3,034,788  
September 30, 2019
 
Commercial, Industrial, 
and
Agricultural
 
Commercial
Mortgages
 
Residential
Real
Estate
 Consumer 
Credit
Cards
 Overdrafts Total
Allowance for loan losses:             
Ending allowance balance attributable to loans:             
Individually evaluated for impairment$766
 $2,054
 $29
 $0
 $0
 $0
 $2,849
Collectively evaluated for impairment8,148
 4,405
 1,457
 2,345
 105
 338
 16,798
Acquired with deteriorated credit quality0
 0
 0
 0
 0
 0
 0
Modified in a troubled debt restructuring36
 524
 0
 0
 0
 0
 560
Total ending allowance balance$8,950
 $6,983
 $1,486
 $2,345
 $105
 $338
 $20,207
Loans:             
Individually evaluated for impairment$2,898
 $3,110
 $489
 $0
 $0
 $0
 $6,497
Collectively evaluated for impairment1,027,732
 780,484
 801,842
 121,598
 7,393
 642
 2,739,691
Acquired with deteriorated credit quality0
 534
 0
 0
 0
 0
 534
Modified in a troubled debt restructuring3,001
 4,846
 0
 0
 0
 0
 7,847
Total ending loans balance$1,033,631
 $788,974
 $802,331
 $121,598
 $7,393
 $642
 $2,754,569

December 31, 20182019
Commercial, Industrial 
and
Agricultural		Commercial
Mortgages		Residential
Real
Estate		ConsumerCredit
Cards		OverdraftsTotal
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment$645  $1,264  $34  $0  $0  $0  $1,943  
Collectively evaluated for impairment7,614  5,358  1,465  2,411  84  240  17,172  
Acquired with deteriorated credit quality0  0  0  0  0  0  0  
Modified in a troubled debt restructuring28  330  0  0  0  0  358  
Total ending allowance balance$8,287  $6,952  $1,499  $2,411  $84  $240  $19,473  
Loans:
Individually evaluated for impairment$8,078  $2,410  $465  $0  $0  $0  $10,953  
Collectively evaluated for impairment1,035,494  804,360  813,565  124,785  7,569  2,146  2,787,919  
Acquired with deteriorated credit quality0  523  0  0  0  0  523  
Modified in a troubled debt restructuring3,093  6,709  0  0  0  0  9,802  
Total ending loans balance$1,046,665  $814,002  $814,030  $124,785  $7,569  $2,146  $2,809,197  

15
 
Commercial, Industrial, 
and
Agricultural
 
Commercial
Mortgages
 
Residential
Real
Estate
 Consumer 
Credit
Cards
 Overdrafts Total
Allowance for loan losses:             
Ending allowance balance attributable to loans:             
Individually evaluated for impairment$54
 $4
 $100
 $0
 $0
 $10
 $168
Collectively evaluated for impairment7,183
 3,036
 2,056
 2,377
 103
 227
 14,982
Acquired with deteriorated credit quality0
 0
 0
 0
 0
 0
 0
Modified in a troubled debt restructuring104
 4,450
 0
 0
 0
 0
 4,554
Total ending allowance balance$7,341
 $7,490
 $2,156
 $2,377
 $103
 $237
 $19,704
Loans:             
Individually evaluated for impairment$1,334
 $1,446
 $502
 $0
 $0
 $10
 $3,292
Collectively evaluated for impairment910,386
 685,714
 770,807
 86,035
 7,623
 298
 2,460,863
Acquired with deteriorated credit quality0
 567
 0
 0
 0
 0
 567
Modified in a troubled debt restructuring4,577
 10,049
 0
 0
 0
 0
 14,626
Total ending loans balance$916,297
 $697,776
 $771,309
 $86,035
 $7,623
 $308
 $2,479,348
Table of Contents

The following tables present information related to loans individually evaluated for impairment, including loans modified in troubled debt restructurings, by portfolio segment as of SeptemberJune 30, 20192020 and December 31, 20182019 and for the three and ninesix months ended SeptemberJune 30, 20192020 and 2018:2019:
SeptemberJune 30, 20192020
Unpaid Principal
Balance		Recorded
Investment		Allowance for Loan
Losses Allocated
With an allowance recorded:
Commercial, industrial and agricultural$2,111  $2,051  $1,149  
Commercial mortgage6,563  4,330  1,848  
Residential real estate480  461  53  
With no related allowance recorded:
Commercial, industrial and agricultural10,037  7,267  0  
Commercial mortgage15,310  14,684  0  
Residential real estate115  114  0  
Total$34,616  $28,907  $3,050  
 
Unpaid Principal
Balance
 
Recorded
Investment
 
Allowance for Loan
Losses Allocated
With an allowance recorded:     
Commercial, industrial, and agricultural$3,021
 $1,691
 $802
Commercial mortgage8,055
 6,258
 2,578
Residential real estate489
 489
 29
With no related allowance recorded:     
Commercial, industrial, and agricultural5,258
 4,208
 0
Commercial mortgage1,423
 1,698
 0
Residential real estate0
 0
 0
Total$18,246
 $14,344
 $3,409
December 31, 2018
 
Unpaid Principal
Balance
 
Recorded
Investment
 
Allowance for Loan
Losses Allocated
With an allowance recorded:     
Commercial, industrial, and agricultural$3,053
 $3,037
 $158
Commercial mortgage10,799
 6,709
 4,454
Residential real estate502
 502
 100
Overdrafts10
 10
 10
With no related allowance recorded:     
Commercial, industrial, and agricultural3,684
 2,874
 0
Commercial mortgage5,659
 4,786
 0
Residential real estate0
 0
 0
Overdrafts0
 0
 0
Total$23,707
 $17,918
 $4,722

2019
Unpaid Principal
Balance		Recorded
Investment		Allowance for Loan
Losses Allocated
With an allowance recorded:
Commercial, industrial and agricultural$2,657  $1,476  $673  
Commercial mortgage6,541  4,349  1,594  
Residential real estate485  465  34  
With no related allowance recorded:
Commercial, industrial and agricultural9,845  9,695  0  
Commercial mortgage4,903  4,770  0  
Residential real estate0  0  0  
Total$24,431  $20,755  $2,301  
The unpaid principal balance of impaired loans includes the Corporation’s recorded investment in the loan and amounts that have been charged off.
 Three months ended June 30, 2020Three months ended June 30, 2019
Average
Recorded
Investment		Interest
Income
Recognized		Cash Basis
Interest
Recognized		Average
Recorded
Investment		Interest
Income
Recognized		Cash Basis
Interest
Recognized
With an allowance recorded:
Commercial, industrial and agricultural$2,052  $28  $28  $1,273  $27  $27  
Commercial mortgage$4,330  $4  $4  7,807  46  46  
Residential real estate$461  $0  $0  0  0  0  
With no related allowance recorded:
Commercial, industrial and agricultural$7,367  $49  $49  3,811  32  32  
Commercial mortgage$14,684  $66  $66  3,257  20  20  
Residential real estate$114  $2  $2  485  4  4  
Total$29,008  $149  $149  $16,633  $129  $129  

16
Table of Contents
Three months ended September 30, 2019 Three months ended September 30, 2018 Six months ended June 30, 2020Six months ended June 30, 2019
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Cash Basis
Interest
Recognized
 Average
Recorded
Investment		 Interest
Income
Recognized		 Cash Basis
Interest
Recognized		Average
Recorded
Investment		Interest
Income
Recognized		Cash Basis
Interest
Recognized		Average
Recorded
Investment		Interest
Income
Recognized		Cash Basis
Interest
Recognized
With an allowance recorded:           With an allowance recorded:
Commercial, industrial, and agricultural$1,480
 $32
 $32
 $3,460
 $11
 $11
Commercial, industrial and agriculturalCommercial, industrial and agricultural$3,532  $45  $45  $1,861  $65  $65  
Commercial mortgage7,024
 12
 12
 9,042
 37
 37
Commercial mortgage4,330  41  41  7,441  86  86  
Residential real estate245
 8
 8
 0
 0
 0
Residential real estate462  5  5  0  0  0  
With no related allowance recorded:           With no related allowance recorded:
Commercial, industrial, and agricultural3,977
 42
 42
 5,569
 69
 69
Commercial, industrial and agriculturalCommercial, industrial and agricultural7,196  91  91  3,499  86  86  
Commercial mortgage2,435
 29
 29
 5,153
 20
 20
Commercial mortgage11,293  224  224  3,767  38  38  
Residential real estate236
 0
 0
 0
 0
 0
Residential real estate38  2  2  490  11  11  
Total$15,397
 $123
 $123
 $23,224
 $137
 $137
Total$26,851  $408  $408  $17,058  $286  $286  

 Nine months ended September 30, 2019 Nine months ended September 30, 2018
 Average
Recorded
Investment		 Interest
Income
Recognized		 Cash Basis
Interest
Recognized		 Average
Recorded
Investment		 Interest
Income
Recognized		 Cash Basis
Interest
Recognized
With an allowance recorded:           
Commercial, industrial, and agricultural$1,819
 $74
 $74
 $2,672
 $54
 $54
Commercial mortgage7,145
 100
 100
 9,147
 111
 111
Residential real estate122
 8
 8
 0
 0
 0
With no related allowance recorded:           
Commercial, industrial, and agricultural3,676
 128
 128
 5,084
 160
 160
Commercial mortgage3,250
 62
 62
 4,511
 66
 66
Residential real estate368
 11
 11
 0
 0
 0
Total$16,380
 $383
 $383
 $21,414
 $391
 $391

The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days still accruing intereston accrual by class of loans as of SeptemberJune 30, 20192020 and December 31, 2018:2019:
 June 30, 2020December 31, 2019
 NonaccrualPast Due
Over 90 Days
Still on Accrual		NonaccrualPast Due
Over 90 Days
Still on Accrual
Commercial, industrial and agricultural$9,762  $116  $11,644  $0  
Commercial mortgages14,715  0  4,533  0  
Residential real estate4,307  0  4,724  59  
Consumer485  0  835  0  
Credit cards0  12  0  2  
Total$29,269  $128  $21,736  $61  
 September 30, 2019 December 31, 2018
 Nonaccrual 
Past Due
Over 90 Days
Still on Accrual
 Nonaccrual 
Past Due
Over 90 Days
Still on Accrual
Commercial, industrial, and agricultural$3,994
 $443
 $2,076
 $487
Commercial mortgages5,299
 0
 6,329
 53
Residential real estate4,779
 62
 5,187
 299
Consumer737
 0
 670
 43
Credit cards0
 45
 0
 5
Total$14,809
 $550
 $14,262
 $887


Nonaccrual loans and loans past due over 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

The following table presents the aging of the recorded investment in past due loans as of SeptemberJune 30, 20192020 and December 31, 20182019 by class of loans.
SeptemberJune 30, 20192020
30-59 Days
Past Due		60-89 Days
Past Due		Greater Than
89 Days
Past Due		Total
Past Due		Loans Not
Past Due		Total
Commercial, industrial and agricultural$445  $451  $6,551  $7,447  $1,256,074  $1,263,521  
Commercial mortgages0  0  2,754  2,754  862,647  865,401  
Residential real estate809  1,496  2,162  4,467  800,946  805,413  
Consumer249  190  204  643  92,766  93,409  
Credit cards30  11  12  53  6,707  6,760  
Overdrafts0  0  0  0  284  284  
Total$1,533  $2,148  $11,683  $15,364  $3,019,424  $3,034,788  
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Greater Than
89 Days
Past Due
 
Total
Past Due
 
Loans Not
Past Due
 Total
Commercial, industrial, and agricultural$1,508
 $2,041
 $4,080
 $7,629
 $1,026,002
 $1,033,631
Commercial mortgages230
 0
 1,868
 2,098
 786,876
 788,974
Residential real estate2,759
 759
 2,415
 5,933
 796,398
 802,331
Consumer472
 230
 317
 1,019
 120,579
 121,598
Credit cards53
 48
 45
 146
 7,247
 7,393
Overdrafts0
 0
 0
 0
 642
 642
Total$5,022
 $3,078
 $8,725
 $16,825
 $2,737,744
 $2,754,569


December 31, 20182019
30-59 Days
Past Due		60-89 Days
Past Due		Greater Than
89 Days
Past Due		Total
Past Due		Loans Not
Past Due		Total
Commercial, industrial and agricultural$1,273  $548  $3,784  $5,605  $1,041,060  $1,046,665  
Commercial mortgages162  183  2,594  2,939  811,063  814,002  
Residential real estate3,383  1,270  2,714  7,367  806,663  814,030  
Consumer412  311  415  1,138  123,647  124,785  
Credit cards48  54  2  104  7,465  7,569  
Overdrafts0  0  0  0  2,146  2,146  
Total$5,278  $2,366  $9,509  $17,153  $2,792,044  $2,809,197  
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Greater Than
89 Days
Past Due
 
Total
Past Due
 
Loans Not
Past Due
 Total
Commercial, industrial, and agricultural$2,339
 $9
 $2,264
 $4,612
 $911,685
 $916,297
Commercial mortgages758
 3,055
 283
 4,096
 693,680
 697,776
Residential real estate3,982
 1,257
 3,988
 9,227
 762,082
 771,309
Consumer470
 282
 363
 1,115
 84,920
 86,035
Credit cards59
 15
 5
 79
 7,544
 7,623
Overdrafts0
 0
 0
 0
 308
 308
Total$7,608
 $4,618
 $6,903
 $19,129
 $2,460,219
 $2,479,348
17

Table of Contents
Troubled Debt Restructurings
The terms of certain loans have been modified as troubled debt restructurings. The modification of the terms of such loans included either or both of the following: a reduction of the stated interest rate of the loan or an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk.
The following table presents the number of loans, loan balances, and specific reserves for loans that have been restructured in a troubled debt restructuring as of SeptemberJune 30, 20192020 and December 31, 2018.2019.
 June 30, 2020December 31, 2019
 Number of
Loans		Loan
Balance		Specific
Reserve		Number of
Loans		Loan
Balance		Specific
Reserve
Commercial, industrial and agricultural18  $4,505  $507  10  $3,093  $28  
Commercial mortgages13  6,494  309  13  6,709  330  
Residential real estate1  114  0  0  0  0  
Consumer0  0  0  0  0  0  
Credit cards0  0  0  0  0  0  
Total32  $11,113  $816  23  $9,802  $358  
 September 30, 2019 December 31, 2018
 
Number of
Loans
 
Loan
Balance
 
Specific
Reserve
 
Number of
Loans
 
Loan
Balance
 
Specific
Reserve
Commercial, industrial, and agricultural10
 $3,197
 $38
 10
 $4,577
 $104
Commercial mortgages13
 7,002
 536
 15
 10,049
 4,450
Residential real estate0
 0
 0
 0
 0
 0
Consumer0
 0
 0
 0
 0
 0
Credit cards0
 0
 0
 0
 0
 0
Total23
 $10,199
 $574
 25
 $14,626
 $4,554

There was 1 loanwere 9 loans modified as troubled debt restructurings during the three and ninesix months ended SeptemberJune 30, 20192020 and 4 loans modified as troubled debt restructurings during the nine months ended September 30, 2018. There were no0 loans modified as troubled debt restructurings during the three and six months ended SeptemberJune 30, 2018.2019.
 Three and six months ended June 30, 2020
 Number of
Loans		Pre-Modification Outstanding Recorded Investment
Balance		Post-Modification Outstanding Recorded Investment
Reserve
Commercial, industrial and agricultural8  $1,593  $1,593  
Commercial mortgages0  0  0  
Residential real estate1  116  116  
Consumer0  0  0  
Credit cards0  0  0  
Total9  $1,709  $1,709  
 Three and nine months ended
September 30, 2019		 
Nine months ended
September 30, 2018
 Number of
Loans		 Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Number of
Loans		 Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment
Commercial, industrial, and agricultural0
 $0
 $0
 0
 $0
 $0
Commercial mortgages1
 383
 383
 4
 1,091
 1,091
Residential real estate0
 0
 0
 0
 0
 0
Consumer0
 0
 0
 0
 0
 0
Credit cards0
 0
 0
 0
 0
 0
Total1
 $383
 $383
 4
 $1,091
 $1,091

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. There were 0 loans modified as troubled debt restructurings for which there was a payment default within a twelve-month cycle following the modification during the periodthree and six months ended SeptemberJune 30, 20192020 and SeptemberJune 30, 2018.2019. There were 0 principal balances forgiven in connection with the loan restructurings.

In order to determine whether a borrower is experiencing financial difficulty, the Corporation evaluates the probability that the borrower will default on any of its debt payments in the foreseeable future without a loan modification. This evaluation is performed using the Corporation’s internal underwriting policies. The Corporation has no further loan commitments to customers whose loans are classified as a troubled debt restructuring.


Generally, nonperforming troubled debt restructurings are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Credit Quality Indicators

The Corporation classifies commercial, industrial and agricultural loans and commercial mortgage loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.

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The Corporation uses the following definitions for risk ratings:

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Corporation’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not rated as special mention, substandard, or doubtful are considered to be pass rated loans. All loans included in the following tables have been assigned a risk rating within 12 months of the balance sheet date. 
SeptemberJune 30, 20192020
PassSpecial
Mention		SubstandardDoubtfulTotal
Pass 
Special
Mention
 Substandard Doubtful Total
Commercial, industrial, and agricultural$997,103
 $19,197
 $17,331
 $0
 $1,033,631
Commercial, industrial and agriculturalCommercial, industrial and agricultural$1,226,388  $10,889  $26,244  $0  $1,263,521  
Commercial mortgages770,873
 9,753
 8,348
 0
 788,974
Commercial mortgages818,811  13,465  33,125  0  865,401  
Total$1,767,976
 $28,950
 $25,679
 $0
 $1,822,605
Total$2,045,199  $24,354  $59,369  $0  $2,128,922  
December 31, 20182019
 Pass 
Special
Mention
 Substandard Doubtful Total
Commercial, industrial, and agricultural$890,360
 $10,484
 $15,453
 $0
 $916,297
Commercial mortgages684,806
 3,236
 9,734
 0
 697,776
Total$1,575,166
 $13,720
 $25,187
 $0
 $1,614,073

PassSpecial
Mention		SubstandardDoubtfulTotal
Commercial, industrial and agricultural$1,004,445  $16,696  $25,524  $0  $1,046,665  
Commercial mortgages780,798  18,837  14,367  0  814,002  
Total$1,785,243  $35,533  $39,891  $0  $1,860,667  
The Corporation considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential real estate, consumer, and credit card loan classes, the Corporation also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment in residential, consumer, and credit card loans based on payment activity as of SeptemberJune 30, 20192020 and December 31, 2018:2019:
 June 30, 2020December 31, 2019
Residential
Real Estate		ConsumerCredit
Cards		Residential
Real Estate		ConsumerCredit
Cards
Performing$801,106  $92,924  $6,748  $809,247  $123,950  $7,567  
Nonperforming4,307  485  12  4,783  835  2  
Total$805,413  $93,409  $6,760  $814,030  $124,785  $7,569  
 September 30, 2019 December 31, 2018
 
Residential
Real Estate
 Consumer 
Credit
Cards
 
Residential
Real Estate
 Consumer 
Credit
Cards
Performing$797,490
 $120,861
 $7,348
 $765,823
 $85,322
 $7,618
Nonperforming4,841
 737
 45
 5,486
 713
 5
Total$802,331
 $121,598
 $7,393
 $771,309
 $86,035
 $7,623



The Corporation’s portfolio of residential real estate and consumer loans maintained within Holiday Financial Services Corporation (“Holiday”) are considered to be subprime loans. Holiday is a subsidiary that offers small balance unsecured and secured loans, primarily collateralized by automobiles and equipment, to borrowers with higher risk characteristics than are typical in the Bank’s consumer loan portfolio.

Holiday’s loan portfolio is summarized as follows at SeptemberJune 30, 20192020 and December 31, 2018:2019:
June 30, 2020December 31, 2019
Consumer$25,760  $28,122  
Less: unearned discount(4,617) (5,162) 
Total$21,143  $22,960  
 9/30/2019 12/31/2018
Consumer$27,664
 $26,568
Less: unearned discount(5,067) (4,791)
Total$22,597
 $21,777


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6. LEASES

Operating lease assets represent our right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents our incremental borrowing rate at the lease commencement date. Operating lease cost, which is comprised of amortization of the operating lease asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded in net occupancy expense in the consolidated statements of income.

The Corporation leases certain full-serve branch offices, land and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Most leases include one or more options to renew and the exercise of the lease renewal options are at the Corporation's sole discretion. The Corporation includes lease extension and termination options in the lease term if, after considering relevant economic factors, it is reasonably certain the Corporation will exercise the option. Certain lease agreements of the Corporation include rental payments adjusted periodically for changes in the consumer price index.
LeasesClassificationJune 30, 2020December 31, 2019
Assets:
Operating lease assetsOperating lease assets$17,993  $18,422  
Finance lease assets
Premises and equipment, net (1)
465  501  
Total leased assets$18,458  $18,923  
Liabilities:
Operating lease liabilitiesOperating lease liabilities$19,071  $19,363  
Finance lease liabilitiesAccrued interest payable and other liabilities590  629  
Total leased liabilities$19,661  $19,992  
(1) Finance lease assets are recorded net of accumulated amortization of $751 as of June 30, 2020 and $715 as of December 31, 2019.

The components of the Corporation's net lease expense for the three and six months ended June 30, 2020 and 2019 were as follows:
Three months ended June 30,Six months ended June 30,
Lease CostClassification2020201920202019
Operating lease costNet occupancy expense$459  $400  $914  $805  
Variable lease costNet occupancy expense17  15  41  49  
Finance lease cost:
Amortization of leased assetsNet occupancy expense18  18  36  36  
Interest on lease liabilitiesInterest expense - borrowed funds7  8  14  16  
Sublease income (1)
Net occupancy expense(21) (20) (42) (41) 
Net lease cost$480  $421  $963  $865  
(1) Sublease income excludes rental income from owned properties.

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The following table sets forth future minimum rental payments under noncancelable leases with terms in excess of one year as of June 30, 2020:
Maturity of Lease Liabilities as of June 30, 2020
Operating Leases (1)
Finance LeasesTotal
2020$805  $52  $857  
20211,612  105  1,717  
20221,658  105  1,763  
20231,548  105  1,653  
20241,514  105  1,619  
After 202419,373  210  19,583  
Total lease payments26,510  682  27,192  
Less: Interest7,439  92  7,531  
Present value of lease liabilities$19,071  $590  $19,661  

Lease terms and discount rates related to the Corporation's lease liabilities as of June 30, 2020 and December 31, 2019 were as follows:
Lease Term and Discount RateJune 30, 2020December 31, 2019
Weighted-average remaining lease term (years)
Operating leases18.318.7
Finance leases6.57.0
Weighted-average discount rate
Operating leases3.52 %3.52 %
Finance leases4.49 %4.49 %

Other information related to the Corporation's lease liabilities as of June 30, 2020 and 2019 was as follows:
Other InformationJune 30, 2020June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$462  $409  

7. DEPOSITS
Total deposits at SeptemberJune 30, 20192020 and December 31, 20182019 are summarized as follows:
June 30, 2020December 31, 2019Percentage
Change
Checking, non-interest bearing$507,236  $382,259  32.7 %
Checking, interest bearing806,638  628,579  28.3 %
Savings accounts1,880,252  1,663,673  13.0 %
Certificates of deposit401,896  427,816  (6.1)%
Total$3,596,022  $3,102,327  15.9 %
 9/30/2019 12/31/2018 Percentage
Change
Checking, non-interest bearing$370,761
 $356,797
 3.9 %
Checking, interest bearing593,057
 600,046
 (1.2)%
Savings accounts1,537,672
 1,258,506
 22.2 %
Certificates of deposit374,105
 395,437
 (5.4)%
Total$2,875,595
 $2,610,786
 10.1 %


8. STOCK COMPENSATION
7.
The Corporation has a stock incentive plan, which is administered by a committee of the Board of Directors and which permits the Corporation to provide various types of stock-based compensation to its key employees, directors, and/or consultants, including time-based and performance-based shares of restricted stock. The Corporation previously maintained the CNB Financial Corporation 2009 Stock Incentive Plan, which terminated in accordance with its terms on February 10, 2019, and currently maintains the CNB Financial Corporation 2019 Omnibus Incentive Plan (the "2019 Stock Incentive Plan"), which was approved by the Corporation’s shareholders and became effective on April 16, 2019. 

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For key employees, the vesting of time-based restricted stock is one-third, one-fourth, or one-fifth of the granted restricted shares per year, beginning one year after the grant date, with 100% vesting on the third, fourth or fifth anniversary of the grant date, respectively. Prior to 2018, for non-employee directors, the vesting schedule was one-third of the granted restricted shares per year, beginning one year after the grant date, with 100% vested on the third anniversary of the grant date. Beginning in 2018, stock compensation received by non-employee directors vests immediately. At June 30, 2020, there was 0 unrecognized compensation cost related to stock-based compensation awarded under this plan and, except for the time-based and performance-based restricted stock awards disclosed below and in previous filings, 0 other stock-based compensation was granted during the three or six month periods ended June 30, 2020 and 2019.

In addition to the time-based restricted stock disclosed above, the Corporation’s Board of Directors grants performance-based restricted stock awards (“PBRSAs”) to key employees. The number of PBRSAs will depend on certain performance conditions earned over a three year period and are also subject to service-based vesting. In 2020, awards with a maximum of 18,100 shares in aggregate were granted to key employees. In 2019, awards with a maximum of 16,681 shares in aggregate were granted to key employees. In 2018, awards with a maximum of 15,657 shares in aggregate were granted to key employees.

Compensation expense for the restricted stock awards is recognized over the requisite service period noted above based on the fair value of the shares at the date of grant. Nonvested restricted stock awards are recorded as a reduction of additional paid-in-capital in shareholders’ equity until earned. Compensation expense resulting from time-based, performance-based and director restricted stock awards was $286 and $835 for the three and six months ended June 30, 2020, respectively, and $275 and $867 for the three and six months ended June 30, 2019, respectively. There was $1,384 and $1,026 of total unrecognized compensation cost related to unvested restricted stock awards, as of June 30, 2020 and December 31, 2019, respectively. The total income tax benefit related to the recognized compensation cost of vested restricted stock awards was $60 and $175 for the three and six months ended June 30, 2020, respectively, and $58 and $182 for the three and six months ended June 30, 2019, respectively.

A summary of changes in time-based nonvested restricted stock awards for the three months ended June 30, 2020 follows:
SharesPer Share Weighted Average Grant Date Fair Value
Nonvested at beginning of period55,766  $27.42  
Granted0  0.00  
Vested(300) 17.83  
Nonvested at end of period55,466  $27.47  

A summary of changes in time-based nonvested restricted stock awards for the six months ended June 30, 2020 follows:
SharesPer Share Weighted Average Grant Date Fair Value
Nonvested at beginning of period58,370  $24.96  
Granted23,658  29.56  
Vested(26,562) 24.01  
Nonvested at end of period55,466  $27.47  

The above table excludes 11,502 shares in restricted stock awards that were granted at a weighted average fair value of $29.56 and immediately vested. Compensation expense resulting from the immediately vested shares was $0 and $340 for the three and six months ended June 30, 2020, respectively, and is included in the amounts discussed above.

The fair value of shares vested was $5 and $1,106 during the three and six months ended June 30, 2020, respectively, and $101 and $1,328 for the three and six months ended June 30, 2019, respectively.

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9. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income, excluding net earnings allocated to participating securities, by the weighted average number of shares outstanding during the applicable period, excluding outstanding participating securities. Diluted earnings per share is computed using the weighted average number of shares determined for the basic computation plus the dilutive effect of potential common shares issuable under certain stock compensation plans. For the three and ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, there were 0 outstanding stock options to include in the diluted earnings per share calculations and the impact of performance basedperformance-based shares was immaterial.

Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The Corporation has determined that its outstanding unvested stock awards are participating securities.


The computation of basic and diluted earnings per share is shown below:
Three months ended June 30,Six months ended June 30,
 2020201920202019
Basic earnings per common share computation:
Net income per consolidated statements of income$8,246  $9,767  $17,059  $19,240  
Net earnings allocated to participating securities(29) (40) (59) (78) 
Net earnings allocated to common stock$8,217  $9,727  $17,000  $19,162  
Distributed earnings allocated to common stock$2,608  $2,580  $5,216  $5,160  
Undistributed earnings allocated to common stock5,609  7,147  11,784  14,002  
Net earnings allocated to common stock$8,217  $9,727  $17,000  $19,162  
Weighted average common shares outstanding, including shares considered participating securities15,393  15,230  15,365  15,230  
Less: Average participating securities(52) (62) (52) (62) 
Weighted average shares15,341  15,168  15,313  15,168  
Basic earnings per common share$0.54  $0.64  $1.11  $1.26  
Diluted earnings per common share computation:
Net earnings allocated to common stock$8,217  $9,727  $17,000  $19,162  
Weighted average common shares outstanding for basic earnings per common share15,341  15,168  15,313  15,168  
Add: Dilutive effects of assumed exercises of stock options0  0  0  0  
Weighted average shares and dilutive potential common shares15,341  15,168  15,313  15,168  
Diluted earnings per common share$0.54  $0.64  $1.11  $1.26  
 Three months ended September 30, Nine months ended September 30,
 2019 2018 2019 2018
Basic earnings per common share computation:       
Net income per consolidated statements of income$10,357
 $9,236
 $29,597
 $24,774
Net earnings allocated to participating securities(37) (40) (114) (113)
Net earnings allocated to common stock$10,320
 $9,196
 $29,483
 $24,661
Distributed earnings allocated to common stock$2,573
 $2,586
 $7,734
 $7,607
Undistributed earnings allocated to common stock7,747
 6,610
 21,749
 17,054
Net earnings allocated to common stock$10,320
 $9,196
 $29,483
 $24,661
Weighted average common shares outstanding, including shares considered participating securities15,197
 15,285
 15,218
 15,281
Less: Average participating securities(51) (60) (58) (67)
Weighted average shares15,146
 15,225
 15,160
 15,214
Basic earnings per common share$0.68
 $0.60
 $1.94
 $1.62
Diluted earnings per common share computation:       
Net earnings allocated to common stock$10,320
 $9,196
 $29,483
 $24,661
Weighted average common shares outstanding for basic earnings per common share15,146
 15,225
 15,160
 15,214
Add: Dilutive effects of assumed exercises of stock options0
 0
 0
 0
Weighted average shares and dilutive potential common shares15,146
 15,225
 15,160
 15,214
Diluted earnings per common share$0.68
 $0.60
 $1.94
 $1.62


8.10. DERIVATIVE INSTRUMENTS

On September 7, 2018, the Corporation executed an interest rate swap agreement with a 5-year term and an effective date of September 15, 2018 in order to hedge cash flows associated with $10 million of a subordinated note that was issued by the Corporation during 2007 and elected cash flow hedge accounting for the agreement. The Corporation’s objective in using this derivative is to add stability to interest expense and to manage its exposure to interest rate risk. The interest rate swap involves the receipt of variable-rate amounts in exchange for fixed-rate payments from September 15, 2018 to September 15, 2023 without the exchange of the underlying notional amount. At SeptemberJune 30, 2019,2020, the variable rate on the subordinated debt was 3.67%1.86% (LIBOR plus 155 basis points) and the Corporation was paying 4.53% (2.98% fixed rate plus 155 basis points).

In order to hedge cash flows associated with $10 million of the subordinated note discussed above, on May 3, 2011, the Corporation executed an interest rate swap agreement with a 5-year term and an effective date of September 15, 2013 that expired in September 2018. The Corporation’s objective in using this derivative was to add stability to interest expense and to manage its exposure to interest rate risk. The interest rate swap involved the receipt of variable-rate amounts in exchange for fixed-rate payments from September 15, 2013 to September 15, 2018 without exchange of the underlying notional amount.
As of SeptemberJune 30, 20192020 and December 31, 2018,2019, 0 derivatives were designated as fair value hedges or hedges of net investments in foreign operations. Additionally, the Corporation does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges.

The following tables provide information about the amounts and locations of activity related to the interest rate swaps designated as cash flow hedges within the Corporation’s consolidated balance sheet and statement of income as of SeptemberJune 30, 20192020 and December 31, 20182019 and for the three and ninesix months ended SeptemberJune 30, 20192020 and 2018:2019:
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   Fair value as of
 
Balance Sheet
Location
 September 30, 2019 December 31, 2018
Interest rate contracts
Accrued interest and
other liabilities
 $(583) $(201)
  Fair value as of
Balance Sheet
Location		June 30, 2020December 31, 2019
Interest rate contractsAccrued interest and
other liabilities		$(906) $(485) 


For the Three Months
Ended September 30, 2019		(a) (b) (c) (d) (e)
For the Three Months
Ended June 30, 2020		For the Three Months
Ended June 30, 2020		(a)(b)(c)(d)(e)
Interest rate contracts$(45) Interest expense –
subordinated debentures		 $(11) Other
income		 $0
Interest rate contracts$(4) Interest expense –
subordinated debentures		$(65) Other
income		$0  
For the Nine Months
Ended September 30, 2019		(a) (b) (c) (d) (e)
For the Six Months
Ended June 30, 2020		For the Six Months
Ended June 30, 2020		(a)(b)(c)(d)(e)
Interest rate contracts$(302) Interest expense –
subordinated debentures		 $(31) Other
income		 $0
Interest rate contracts$(333) Interest expense –
subordinated debentures		$(86) Other
income		$0  
For the Three Months
Ended September 30, 2018		(a) (b) (c) (d) (e)
For the Three Months
Ended June 30, 2019		For the Three Months
Ended June 30, 2019		(a)(b)(c)(d)(e)
Interest rate contracts$36
 Interest expense –
subordinated debentures		 $(44) Other
income		 $0
Interest rate contracts$(162) Interest expense –
subordinated debentures		$(14) Other
income		$0  
For the Nine Months
Ended September 30, 2018		(a) (b) (c) (d) (e)
For the Six Months
Ended June 30, 2019		For the Six Months
Ended June 30, 2019		(a)(b)(c)(d)(e)
Interest rate contracts$134
 Interest expense –
subordinated debentures		 $(149) Other
income		 $0
Interest rate contracts$(257) Interest expense –
subordinated debentures		$(20) Other
income		$0  
 
(a)Amount of Gain or (Loss) Recognized in Other Comprehensive Loss on Derivative (Effective Portion), net of tax
(b)Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
(c)Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
(d)Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(e)Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(a)Amount of Gain or (Loss) Recognized in Other Comprehensive Loss on Derivative (Effective Portion), net of tax
(b)Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
(c)Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
(d)Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(e)Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

Amounts reported in accumulated other comprehensive lossincome (loss) related to the interest rate swap will be reclassified to interest expense as interest payments are made on the subordinated debentures. Such amounts reclassified from accumulated other comprehensive lossincome (loss) to interest expense in the next twelve months are expected to be $86.$267.

As of SeptemberJune 30, 20192020 and December 31, 2018,2019, a cash collateral balance in the amount of $750$1,050 and $200,$750, respectively, was maintained with a counterparty to the interest rate swaps. These balances are included in interest bearing deposits with other banks on the consolidated balance sheet.sheets.

The Corporation entered into certain interest rate swap contracts that are not designated as hedging instruments. These derivative contracts relate to transactions in which the Corporation enters into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each swap transaction, the Corporation agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. Concurrently, the Corporation agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the Corporation’s customers to effectively convert a variable rate loan to a fixed rate. Because the Corporation acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not impact the Corporation’s results of operations.

The Corporation pledged cash collateral to another financial institution with a balance $3,000$4,550 as of SeptemberJune 30, 20192020 and $750$2,000 as of December 31, 2018.2019. This balance is included in interest bearing deposits with other banks on the consolidated balance sheets. The Corporation may require its customers to post cash or securities as collateral on its program of back-to-back swaps depending upon the specific facts and circumstances surrounding each loan and individual swap. In addition, certain language is included in the International Swaps and Derivatives Association agreement and loan documents where, in default situations, the Corporation is permitted to access collateral supporting the loan relationship to recover any losses suffered on the derivative asset or liability. The Corporation may be required to post additional collateral to swap counterparties in the future in proportion to potential increases in unrealized loss positions.


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The following table provides information about the amounts and locations of activity related to the back-to-back interest rate swaps within the Corporation’s consolidated balance sheet as of SeptemberJune 30, 20192020 and December 31, 2018:2019:
Notional
Amount		Weighted
Average
Maturity
(in years)		Weighted
Average
Fixed Rate		Weighted Average
Variable Rate		Fair
Value
June 30, 2020
3rd Party interest rate swaps$34,739  7.24.13 %1 month LIBOR + 2.27%$4,709  (a) 
Customer interest rate swaps(34,739) 7.24.13 %1 month LIBOR + 2.27%(4,709) (b) 
December 31, 2019
3rd Party interest rate swaps$35,382  7.74.13 %1 month LIBOR + 2.27%$1,877  (a) 
Customer interest rate swaps(35,382) 7.74.13 %1 month LIBOR + 2.27%(1,877) (b) 
(a)Reported in accrued interest receivable and other assets within the consolidated balance sheets
(b)Reported in accrued interest payable and other liabilities within the consolidated balance sheets

11. FAIR VALUE

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy has also been established which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs are used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of most trading securities and securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). These models utilize the market approach with standard inputs that include, but are not limited to benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain securities that observable inputs about the specific issuer are not available, fair values are estimated using observable data from other securities presumed to be similar or other market data on other similar securities (Level 3 inputs).

The Corporation’s derivative instruments are interest rate swaps that are similar to those that trade in liquid markets. As such, significant fair value inputs can generally be verified and do not typically involve significant management judgments (Level 2 inputs).

The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals prepared by third-parties. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management also adjusts appraised values based on the length of time that has passed since the appraisal date and other factors. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

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Notional
Amount
 
Weighted
Average
Maturity
(in years)
 
Weighted
Average
Fixed Rate
 
Weighted Average
Variable Rate
 
Fair
Value
  
September 30, 2019           
3rd Party interest rate swaps$35,702
 8.0 4.13% 1 month LIBOR + 2.27% $2,572
 (a) 
Customer interest rate swaps(35,702) 8.0 4.13% 1 month LIBOR + 2.27% (2,572) (b) 
December 31, 2018           
3rd Party interest rate swaps$23,152
 7.2 3.85% 1 month LIBOR + 2.24% $485
 (a) 
Customer interest rate swaps(23,152) 7.2 3.85% 1 month LIBOR + 2.24 (485) (b) 
Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2020 and December 31, 2019:
  Fair Value Measurements at June 30, 2020 Using:
Quoted Prices in Active Markets for Identical AssetsSignificant Other Observable InputsSignificant Unobservable Inputs
DescriptionTotal(Level 1)(Level 2)(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities$146,619  $0  $146,619  $0  
States and political subdivisions64,191  0  64,191  0  
Residential and multi-family mortgage304,771  5,130  299,641  0  
Corporate notes and bonds9,172  0  9,172  0  
Pooled SBA23,358  0  23,358  0  
Other983  983  0  0  
Total Securities Available For Sale$549,094  $6,113  $542,981  $0  
Interest Rate swaps$4,709  $0  $4,709  $0  
Trading Securities:
Corporate equity securities$3,847  $3,847  $0  $0  
Mutual funds994  994  0  0  
Certificates of deposit322  322  0  0  
Corporate notes and bonds675  675  0  0  
U.S. Government sponsored entities51  0  51  0  
Total Trading Securities$5,889  $5,838  $51  $0  
Liabilities:
Interest rate swaps$(5,615) $0  $(5,615) $0  
  Fair Value Measurements at December 31, 2019 Using:
  Quoted Prices in Active Markets for Identical AssetsSignificant Other Observable InputsSignificant Unobservable Inputs
DescriptionTotal(Level 1)(Level 2)(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities$127,094  $0  $127,094  $0  
States and political subdivisions104,363  0  104,363  0  
Residential and multi-family mortgage276,636  0  273,841  2,795  
Corporate notes and bonds8,082  0  8,082  0  
Pooled SBA25,174  0  25,174  0  
Other964  964  0  0  
Total Securities Available For Sale$542,313  $964  $538,554  $2,795  
Interest Rate swaps$1,877  $0  $1,877  $0  
Trading Securities:
Corporate equity securities$7,946  $7,946  $0  $0  
Mutual funds807  807  0  0  
Certificates of deposit350  350  0  0  
Corporate notes and bonds655  655  0  0  
U.S. Government sponsored entities51  0  51  0  
Total Trading Securities$9,809  $9,758  $51  $0  
Liabilities:
Interest rate swaps$(2,362) $0  $(2,362) $0  

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Assets and liabilities measured at fair value on a non-recurring basis are as follows at June 30, 2020 and December 31, 2019:
  Fair Value Measurements at June 30, 2020 Using:
Quoted Prices in
Active Markets 
for
Identical Assets		Significant Other
Observable Inputs		Significant
Unobservable
Inputs
DescriptionTotal(Level 1)(Level 2)(Level 3)
Assets:
Impaired loans:
Commercial, industrial and agricultural$5,417  0  0  $5,417  
Commercial mortgages$10,981  0  0  $10,981  
  Fair Value Measurements at December 31, 2019 Using
  Quoted Prices in Significant
  Active Markets 
for		Significant OtherUnobservable
  Identical AssetsObservable InputsInputs
DescriptionTotal(Level 1)(Level 2)(Level 3)
Assets:
Impaired loans:
Commercial, industrial and agricultural$2,910  0  0  $2,910  
Commercial mortgages$1,147  0  0  $1,147  

The estimated fair values of impaired collateral dependent loans such as commercial or residential mortgages are determined primarily through third-party appraisals. When a collateral dependent loan, such as a commercial or residential mortgage loan, becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal, and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral and a further reduction for estimated costs to sell the property is applied, which results in an amount that is considered to be the estimated fair value. If a loan becomes impaired and the appraisal of related loan collateral is outdated, management applies an appropriate adjustment factor based on its experience with current valuations of similar collateral in determining the loan’s estimated fair value and resulting allowance for loan losses. Third-party appraisals are not customarily obtained in respect of unimpaired loans, unless in management’s view changes in circumstances warrant obtaining an updated appraisal.
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at June 30, 2020:
(a)Reported in accrued interest receivableFair
value		Valuation TechniqueUnobservable InputsRange
(Weighted Average)
Impaired loans – commercial, industrial and other assets within the consolidated balance sheetsagricultural
$5,417Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability0%-100% (30%)
Impaired loans – commercial mortgages$10,981Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability25%-100% (30%)
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2019:
(b)Reported in accrued interest payableFair
value		Valuation TechniqueUnobservable InputsRange
(Weighted Average)
Impaired loans – commercial, industrial and other liabilities within the consolidated balance sheetsagricultural$2,910Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability0%-60% (54%)
Impaired loans – commercial mortgages$1,147Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability25%-100% (52%)

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9.Fair Value of Financial Instruments
The following table presents the carrying amount and fair value of financial instruments at June 30, 2020:
 CarryingFair Value Measurement Using:Total
 AmountLevel 1Level 2Level 3Fair Value
ASSETS
Cash and cash equivalents$663,348  $663,348  $0  $0  $663,348  
Securities available for sale549,094  6,113  542,981  0  549,094  
Trading securities5,889  5,838  51  0  5,889  
Loans held for sale6,065  0  6,087  0  6,087  
Net loans3,005,642  0  0  2,947,830  2,947,830  
FHLB and other restricted interests28,661  n/an/an/an/a
Interest rate swaps4,709  0  4,709  0  4,709  
Accrued interest receivable14,659  32  2,852  11,775  14,659  
LIABILITIES
Deposits$(3,596,022) $(3,194,126) $(414,180) $0  $(3,608,306) 
FHLB and other borrowings(416,313) 0  (422,324) 0  (422,324) 
Subordinated debentures(70,620) 0  (62,276) 0  (62,276) 
Interest rate swaps(5,615) 0  (5,615) 0  (5,615) 
Accrued interest payable(1,677) 0  (1,677) 0  (1,677) 
The following table presents the carrying amount and fair value of financial instruments at December 31, 2019:
 CarryingFair Value Measurement Using:Total
 AmountLevel 1Level 2Level 3Fair Value
ASSETS
Cash and cash equivalents$192,974  $192,974  $0  $0  $192,974  
Securities available for sale542,313  964  538,554  2,795  542,313  
Trading securities9,809  9,758  51  0  9,809  
Loans held for sale930  0  933  0  933  
Net loans2,784,562  0  0  2,765,133  2,765,133  
FHLB and other restricted interests27,868  n/an/an/an/a
Interest rate swaps1,877  0  1,877  0  1,877  
Accrued interest receivable11,486  6  3,238  8,242  11,486  
LIABILITIES
Deposits$(3,102,327) $(2,674,511) $(432,287) $0  $(3,106,798) 
FHLB and other borrowings(227,907) 0  (230,679) 0  (230,679) 
Subordinated debentures(70,620) 0  (64,084) 0  (64,084) 
Interest rate swaps(2,362) 0  (2,632) 0  (2,632) 
Accrued interest payable(1,597) 0  (1,597) 0  (1,597) 

While estimates of fair value are based on management’s judgment of the most appropriate factors as of the balance sheet date, there is no assurance that the estimated fair values would have been realized if the assets had been disposed of or the liabilities settled at that date, since market values may differ depending on various circumstances. The estimated fair values would also not apply to subsequent dates. The fair value of other equity interests is based on the net asset values provided by the underlying investment partnership. ASU 2015-7 removes the requirement to categorize within the fair value hierarchy all investments measured using the net asset value per share practical expedient and related disclosures. In addition, other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the disclosures.

Also, non-financial assets such as, among other things, the estimated earnings power of core deposits, the earnings potential of trust accounts, the trained workforce, and customer goodwill, which typically are not recognized on the balance sheet, may have value but are not included in the fair value disclosures.

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12. REVENUE FROM CONTRACTS WITH CUSTOMERS

All of the Corporation'sCorporation’s revenue from contracts with customers in the scope of ASC 606 is recognized within non-interest income.Non-Interest Income. The following table presents the Corporation's non-interest incomeNon-Interest Income by revenue stream and reportable segment for the three and ninesix months ended SeptemberJune 30, 20192020 and 2018.2019. Items outside the scope of ASC 606 are noted as such.
Three months ended June 30,Six months ended June 30,
2020201920202019
Non-interest Income
Service charges on deposit accounts$924  $1,569  $2,451  $3,050  
Wealth and asset management fees1,374  1,202  2,667  2,244  
Mortgage banking (1)
664  370  1,001  609  
Card processing and interchange income1,325  1,221  2,453  2,250  
Net gains (losses) on sales of securities (1)
2,190  0  2,190  148  
Other income1,472  2,430  2,551  4,644  
Total non-interest income$7,949  $6,792  $13,313  $12,945  
 Three months ended September 30, Nine months ended September 30,
 2019 2018 2019 2018
Non-interest Income       
Service charges on deposit accounts$1,676
 $1,584
 $4,726
 $4,102
Wealth and asset management fees1,238
 1,031
 3,482
 3,151
Mortgage banking (1)
408
 283
 1,017
 801
Card processing and interchange income1,195
 1,066
 3,445
 3,140
Net gains (losses) on sales of securities (1)
0
 0
 148
 0
Other income1,759
 1,969
 6,403
 5,096
Total non-interest income$6,276
 $5,933
 $19,221
 $16,290
(1)Not within scope of ASU 2014-9

Management determined that the primary sources of revenue emanating from interest and dividend income on loans and investment securities along with non-interest revenue resulting from security gains, loan servicing, gains on the sale of loans, commitment fees, fees from financial guarantees, certain credit card fees, and gains (losses) on sale of other real estate owned not financed by the Corporation, areis not within the scope of ASU 2014-9. As a result, no changes were made during the period related to these sources of revenue, which comprised 89.5% and 89.7% of the total revenue of the Corporation for the three and nine months ended September 30, 2019 and 89.0% and 88.9% for the three and nine months ended September 30, 2018, respectively.

The types of non-interest income within the scope of the standard that are material to the consolidated financial statements are services charges on deposit accounts, wealth and asset management fee income, card processing and interchange income, and other income.

Service charges on deposit accounts: The Corporation earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed, as that is the point in time the Corporation fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Corporation satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Services charges on deposits are withdrawn from the customer’s account balance.





Wealth and asset management fees: The Corporation earns wealth and asset management fees from its contracts with trust and brokerage customers to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Corporation provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of assets under management at month end. Fees for these services are billed to customers on a monthly or quarterly basis and are recorded as revenue at the end of the period for which the wealth and asset management services have been performed. Other performance obligations, such as the delivery of account statements to customers, are generally considered immaterial to the overall transaction price.

Card processing and interchange income: The Corporation earns interchange fees from check card and credit card transactions conducted through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

Other income: The Corporation's other income includes sources such as bank owned life insurance, changes in fair value and realized gains on sales of trading securities, certain service fees, gains (losses) on sales of fixed assets, and gains (losses) on sale of other real estate owned. The service fees are recognized in the same manner as the service charges mentioned above. While gains (losses) on the sale of other real estate owned are generally within the scope of ASU 2014-9 if financed by the Corporation, the Corporation does not finance the sale of transactions and as such theretransactions. The revenue on the sale is no change in revenue recognition.

10.    LEASES

As of January 1, 2019, the Corporation adopted certain accounting standard updates related to accounting for leases (Topic 842 - Leases), primarily ASU 2016-02 and subsequent updates. This guidance requires a lessee to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model. The Corporation adopted the provisions of ASU 2016-02 on January 1, 2019, and elected several practical expedients made available by the FASB. Specifically, the Corporation elected the transition practical expedient to not recast comparative periodsrecorded upon the adoptiontransfer of control of the new guidance. In addition,property to the Corporation elected to apply certain practical adoption expedients provided under the updates whereby we did not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases and (3) initial direct costs for any existing leases. As a result, the Corporation recognized approximately $12.5 million of right of use assets, approximately $800 thousand in prepaid rent, and $13.3 million of related lease liabilities as of January 1, 2019.

Operating lease assets represent our right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents our incremental borrowing rate at the lease commencement date. Operating lease cost, which is comprised of amortization of the operating lease assetbuyer and the implicit interest accreted on the operating lease liability,other real estate owned asset is recognized on a straight-line basis over the lease term, and is recorded in net occupancy expense in the consolidated statements of income.derecognized.

The Corporation leases certain full-serve branch offices, land and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Most leases include one or more options to renew and the exercise of the lease renewal options are at the Corporation's sole discretion. Certain lease agreements of the Corporation include rental payments adjusted periodically for changes in the consumer price index.
Leases Classification September 30, 2019
Assets:    
Operating lease assets Operating lease assets $16,837
Finance lease assets 
Premises and equipment, net (1)
 519
Total leased assets   $17,356
     
Liabilities:    
Operating lease liabilities Operating lease liabilities $17,696
Finance lease liabilities Accrued interest payable and other liabilities 648
Total leased liabilities   $18,344
(1) Finance lease assets are recorded net of accumulated amortization of $697 as of September 30, 2019.


The components of the Corporation's net lease expense for the three and nine months ended September 30, 2019 were as follows:
    Three months ended September 30, Nine months ended September 30,
Lease Cost Classification 2019 2019
Operating lease cost Net occupancy expense $423
 $1,228
Variable lease cost Net occupancy expense 33
 82
Finance lease cost:      
Amortization of leased assets Net occupancy expense 18
 54
Interest on lease liabilities Interest expense - borrowed funds 7
 23
Sublease income (1)
 Net occupancy expense (21) (62)
Net lease cost   $460
 $1,325
(1) Sublease income excludes rental income from owned properties.

The following table sets forth future minimum rental payments under noncancelable leases with terms in excess of one year as of September 30, 2019:
Maturity of Lease Liabilities as of September 30, 2019 
Operating Leases (1)
 Finance Leases Total
2019 $339
 $26
 $365
2020 1,430
 105
 1,535
2021 1,483
 105
 1,588
2022 1,538
 105
 1,643
2023 1,458
 105
 1,563
After 2023 17,932
 315
 18,247
Total lease payments 24,180
 761
 24,941
Less: Interest 6,484
 113
 6,597
Present value of lease liabilities $17,696
 $648
 $18,344
(1) Operating lease payments include payments related to options to extend lease terms that are reasonably certain of being exercised and exclude $3,173 of legally binding minimum lease payments for leases signed, but not yet commenced.

Other information related to the Corporation's lease liabilities as of the nine months ended September 30, 2019 was as follows:
Lease Term and Discount RateSeptember 30, 2019
Weighted-average remaining lease term (years)
Operating leases16.9
Finance leases7.3
Weighted-average discount rate
Operating leases3.60%
Finance leases4.54%

Other Information September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities  
Operating cash flows from operating leases $557
Leased assets obtained in exchange from new operating lease liabilities 17,674


29





11.    CONTINGENCY

On March 28, 2018, the Corporation received a noticeTable of assessment from the Pennsylvania Department of Revenue that reported a sales tax assessment amount of $824 plus interest and penalties of $339 resulting in a total assessed balance of $1,163. The notice of assessment covers the period from January 1, 2013 through July 31, 2016. The Corporation has evaluated the specific items on which sales tax has been assessed in conjunction with its legal counsel and has determined that it is probable that the Corporation has some liability based on a review of the Pennsylvania tax laws that apply to the assessed items. The Corporation’s reasonable estimate of this liability and the cumulative expense that has been recorded as of September 30, 2019 is $246, of which $96 was reported in state and local tax expense in the consolidated statement of income during the year ended December 31, 2018. The remainder of the total assessed balance of $1,163 that has not been accrued relates primarily to sales tax assessments associated with data processing and banking equipment maintenance, which the Corporation’s management and legal counsel have concluded were improperly assessed based on current Pennsylvania sales tax law. The Corporation appealed the notice of assessment to the Pennsylvania Board of Appeals and the appeal was denied. The Corporation is in the process of appealing the assessment to the Pennsylvania Board of Finance and Revenue. The ultimate resolution of this matter, which may take in excess of one year, could result in an additional expense up to the total amount assessed.Contents

12.    RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued an update (ASU 2016-13, Financial Instruments – Credit Losses) which will require recognition of an entity’s current estimate of all expected credit losses for assets measured at amortized cost. The amendments in ASU 2016-13 eliminate the probable initial recognition threshold in current GAAP. In addition, the amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually, such as loans. The update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2018. In November 2018, the FASB issued ASU 2018-19, "Codification Improvements to Topic 326, Financial Instruments – Credit Losses."  The amendment clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20 and should be accounted for in accordance with Topic 842, "Leases." In April 2019, ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” was issued to address certain codification improvements and to provide certain accounting policy electives related to accrued interest as well as disclosure related to credit losses, among other things. In May 2019, ASU 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief,” was issued to provide transition relief in connection with the adoption of ASU 2016-03 whereby entities would have the option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. The Corporation has formed a committee comprised of individuals from different disciplines, including credit administration, finance, commercial lending, loan servicing and information technology, to evaluate the requirements of the new standard and the impact it will have on current processes. Management continues to work through their implementation plan, including parallel testing, documentation of processes and internal controls and policy development with the assistance of third-parties. In addition, management has engaged a third-party to perform a model validation. The new guidance is expected to be heavily influenced by an assessment of the composition, characteristics and credit quality of the Corporation's loan and investment securities portfolio, as well as the economic conditions in effect at the adoption date. The impact to the financial statements is yet to be determined.

In August 2018, the FASB issued ASU 2018-14, "Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans." ASU 2018-14 amends ASC 715-20, "Compensation - Retirement Benefits - Defined Benefit Plans - General." The amended guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include (a) the amounts in accumulated Other Comprehensive Income ("OCI") expected to be recognized in net periodic benefit costs over the next fiscal year, and (b) the effects of a one percentage point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for post-retirement health care benefits. Additional disclosures include descriptions of significant gains and losses affecting the benefit obligation for the period. The update will be effective for annual reporting periods beginning after December 15, 2020, with early adoption permitted for annual reporting periods beginning after December 15, 2019. Management is currently evaluating the impact of the adoption of ASU 2018-14 on the Corporation’s footnote disclosures included in the financial statements.


In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2018. Management is currently evaluating the impact of the adoption of ASU 2018-13 on the Corporation’s footnote disclosures included in the financial statements.

In March 2019, the FASB issued an amendment (ASU 2019-01, Leases (Topic 842) Codification Improvements) which provides clarifications to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing essential information about leasing transactions. Specifically, ASU 2019-01 (i) allows the fair value of the underlying asset reported by lessors that are not manufacturers or dealers to continue to be its cost and not fair value as measured under the fair value definition, (ii) allows for the cash flows received for sales-type and direct financing leases to continue to be presented as results from investing, and (iii) clarifies that entities do not have to disclose the effect of the lease standard on adoption year interim amounts. The amendment will be effective for annual reporting periods beginning after December 15, 2019. Management does not expect the adoption of ASU 2019-01 will have any material impact on the Corporation’s financial statements.


ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated financial statements of the Corporation is presented to provide insight into management’s assessment of financial results. The Corporation’s subsidiary, CNBthe Bank, (the “Bank”), provides financial services to individuals and businesses primarily within its primary market area of the Pennsylvania counties of Blair, Cambria, Cameron, Centre, Clearfield, Crawford, Elk, Indiana, Jefferson and McKean. As ERIEBANK, a division of the Bank, the Bank, operates in the Pennsylvania counties of Crawford, Erie, and Warren and in the Ohio counties of Ashtabula, Cuyahoga and Lake. As FCBank, a division of the Bank, the Bank, operates in the Ohio counties of Crawford, Richland, Ashland, Wayne, Marion, Morrow, Knox, Delaware and Franklin. As Bank on Buffalo,BankOnBuffalo, a division of the Bank, the Bank, operates in Erie and Niagara counties, New York. The Bank is subject to regulation, supervision and examination by the Pennsylvania State Department of Banking as well as the Federal Deposit Insurance Corporation.FDIC.

In addition to the Bank, the Corporation has four other subsidiaries. CNB Securities Corporation is incorporated in Delaware and currently maintains investments in debt and equity securities. CNB Insurance Agency, incorporated in Pennsylvania, provides for the sale of nonproprietary annuities and other insurance products. CNB Risk Management, Inc., incorporated in Delaware, is a Delaware-based captive insurance company whichthat insures against certain risks unique to the operations of the Corporation and its subsidiaries and for which insurance may not be currently available or economically feasible in today's insurance marketplace. CNB Insurance Agency, incorporated in Pennsylvania, provides for the sale of nonproprietary annuities and other insurance products. Holiday Financial Services Corporation (“Holiday”("Holiday"), incorporated in Pennsylvania, offers small balance securedunsecured loans and unsecuredsecured loans, primarily collateralized by automobiles and equipment, to borrowers with higher risk characteristics. The financial condition and results of operations of the Corporation and its consolidated subsidiaries are not necessarily indicative of future performance.

When we use the terms “we”, “us” and “our”, we mean CNB Financial Corporation and its subsidiaries. Management’s discussion and analysis should be read in conjunction with the Corporation’s consolidated financial statements and related notes.

The following discussion should be read in conjunction with the Corporation’s Consolidated Financial Statements and Notes thereto for the year ended December 31, 2018,2019, included in its 2018Annual Report on Form 10-K for the year ended December 31, 2019, and in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 1 of this report. Operating results for the three and ninesix months ended SeptemberJune 30, 20192020 are not necessarily indicative of the results for the full year ending December 31, 2019,2020, or any future period. The average balances, average yields, return on average assets, return on average equity, net interest margin and total net loan charge-offs to average loans annualized return calculations were refined. Prior periods were adjusted to be comparative to the current period. The impact of the change was immaterial.

GENERAL OVERVIEW

Management looks to return on average equity, earnings per share, asset quality, and other metrics to measure the performance of the Corporation. The interest rate environment will continue to play an important role in the future earnings of the Corporation. In order to address the challenging interest rate and competitive environments, the Corporation continues to evaluate, develop and implement strategies necessary to support its ongoing financial performance objectives.

In addition, the global outbreak of a novel strain of coronavirus (COVID-19) and the public health measures that have been undertaken in response have had significant repercussions across regional and global economies and financial markets. The COVID-19 pandemic, its associated responsive measures and the resulting economic slowdown have disrupted our business and are expected to continue to have a significant impact on our business, financial performance and operating results. Since we cannot estimate when the COVID-19 pandemic and the associated responsive measures will end, we cannot estimate the ultimate operational and financial impact of COVID-19 on our business. However, management will continue to proactively implement strategies to mitigate the impact of the pandemic on the Corporation’s business, risk profile and financial performance.

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To address the challenges arising as a result of the COVID-19 pandemic, and in order to continue to deliver essential services to the communities the Corporation serves while maintaining a high level of safety for customers and employees, the Corporation implemented its Pandemic Response Plan. Among other things, significant actions taken include:

•Implemented communication plans to ensure employees, customers and critical vendors are kept abreast of developments affecting the Corporation's operations;

•Restricted all non-essential travel and instituted a mandatory quarantine period for anyone who has traveled to an certain impacted areas;

•Temporarily closed all branch lobbies to non-employees, except for certain limited cases by appointment only. Based on updated governmental guidelines, the Corporation re-opened its branch lobbies, while continuing to enforce safe practices while serving its consumer and business customers. In addition, the Corporation continued to offer its customers alternatives through its drive-through capabilities, network of ATMs, internet banking, mobile application and telephone customer service capabilities;

•Expanded remote-access availability for the Corporation's workforce to work from home or other remote locations. All activities are performed in accordance with the Corporation's compliance and information security policies designed to ensure customer data and other information is properly safeguarded;

•Instituted mandatory social distancing policies for those employees not working remotely. Members of branch and operation teams were split into separate teams to provide a higher level of safety for employees and redundancy for key functions across the Corporation. Based upon updated governmental guidelines, the Corporation has reintegrated its branch teams and the majority of its operation teams.

•To ensure the safety of its customers and employees, the Corporation continues to monitor the COVID-19 pandemic closely and update its response plan accordingly.

Non-interest costs are expected to increase with the growth of the Corporation; however, management’s growth strategies are also expected to result in an increase in earning assets as well as enhanced non-interest income, which is expected to more than offset increases in non-interest expenses in 20192020 and beyond. While past results are not an indication of future earnings, management believes the Corporation is well positioned to sustain core earnings during 2019. Although the Corporation's discussion regarding its financial performance distinguishes between certain markets and Private Banking, it does not meet the criteria for discrete segment reporting of its operating results. Management's conclusion was based on the limited level of financial information available to segregate operating results, coupled with the fact that no operating results are available for the Corporation's Chief Operating Decision Maker (CODM) to review on a regular basis. All dollar amounts are stated in thousands, except share and per share data and other amounts as indicated.

CUSTOMER SUPPORT STRATEGIES AND LOAN PORTFOLIO PROFILE

The Corporation participated in PPP for loans provided under the auspices of the SBA. Under this program, the Corporation lent money primarily to its existing loan and/or deposit customers based on a predetermined SBA-developed formula intended to incentivize small business owners to retain their employees. These loans carry a customer rate of 1.00% plus a processing fee that varies depending on the balance of the loan at origination and have a two-year maturity. As of June 30, 2020, the Corporation had outstanding $226 million, or 1,898 PPP loan relationships, at a rate of 1.00% together with deferred processing fees of approximately $8.8 million.

In addition to participating in the PPP, in the first six months of 2020 the Corporation deferred loan payments for certain commercial and consumer customers for a period up to six months, as determined by the financial needs of each customer. As of June 30, 2020, the deferred loan payment commitments were 1,463 loans, or $626 million, consisting of 596 loans, or $401 million, for which principal and interest were deferred, and 867 loans, or $225 million, for which principal only was deferred. Loan payment deferrals by loan type were as follows:

•Commercial and industrial loans – 503 loans, totaling $201 million;
•Commercial real estate loans – 183 loans, totaling $351 million;
•Residential mortgage loans – 595 loans, totaling $72 million; and
•Consumer loans – 182 loans, totaling $2 million.

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The Corporation tracks lending exposure by industry classification to determine potential risk associated with industry concentrations, if any, that could lead to additional credit loss exposure. As a result of the COVID-19 pandemic, the Corporation has determined the Hotels/Motels and Restaurants/Fast Foods industries represent a potentially higher level of credit risk, as many of these customers have incurred a significant negative impact to their businesses as a result of governmental stay-at-home orders as well as travel limitations. At June 30, 2020, the Corporation had loan concentrations for these industries as follows:

•Hotels/Motels – $179 million, or 6.4%, of total loans outstanding, excluding PPP, and 92.1% pass-rated; and
•Restaurants/Fast Foods - $26.3 million or, 0.9%, of total loans outstanding, excluding PPP, and 98.9% pass-rated.

The Corporation also monitors closely its commercial acquisition, development and construction (“ADC”) portfolio and the Corporation has determined the funded portion of this portfolio may represent a potentially higher level of credit risk as a result of the COVID-19 pandemic. At June 30, 2020, the Corporation had $159 million in funded ADC loans (excluding the previously mentioned Hotels/Motels and Restaurants/Fast Foods), or 5.6% of total loans outstanding, excluding PPP, and unfunded commitments for ADC loans of $160 million. The ADC portfolio by industry classification, excluding the Hotels/Motels and Restaurants/Fast Foods industries and the PPP, is as follows:

•Multi-family real estate projects – $66.4 million funded, with unfunded commitments of $79.1 million;
•Real estate developers – $30.3 million funded, with unfunded commitments of $42.7 million;
•Mixed used real estate projects – $21.2 million funded, with unfunded commitments of $21.2 million;
•All others – $41.1 million funded, with unfunded commitments of $17 million.

Another sector under pressure in the current economic environment is Oil and Gas. The Corporation has a negligible exposure to this sector, with loans outstanding of $15.4 million, or 0.5%, of total loans, excluding PPP, at June 30, 2020.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents totaled $52.2$663 million at SeptemberJune 30, 20192020 compared to $45.6$193 million at December 31, 2018.2019. Cash and cash equivalents fluctuate based on the timing and amount of liquidity events that occur in the normal course of business.


Management believes the liquidity needs of the Corporation are satisfied by the current balance of cash and cash equivalents, customer deposits, Federal Home Loan Bank ("FHLB") financing, and the portions of the securities and loan portfolios that mature within one year. The Corporation expects that these sources of funds will enable it to meet cash obligations and off-balance sheet commitments as they come due. In addition to the above noted liquidity sources, the Corporation maintains access to the Federal Reserve discount window.

SECURITIES

Securities available for sale and trading securities totaled $539$555 million and $525$552 million at SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively. The Corporation’s objective is to maintain the securities portfolio at a size that ranges between 15% and 20% of total assets in orderan appropriate level to appropriately balance the earnings and liquidity provided by the portfolio. As of SeptemberJune 30, 20192020 and December 31, 2018,2019, the securities portfolio as a percentage of total assets was 15.2%12.4% and 16.3%14.7%, respectively. Note 4 to the consolidated financial statements provides more detail concerning the composition of the Corporation’s securities portfolio and the process for evaluating securities for other-than-temporary impairment.

The Corporation generally buys into the market over time and does not attempt to “time” its transactions. In doing this, the highs and lows of the market are averaged into the portfolio and the overall effect of different rate environments is minimized.

The Corporation monitors the earnings performance and the effectiveness of the liquidity of the securities portfolio on a regular basis through meetings of the Asset/Liability Committee of the Corporation’s Board of Directors (the “ALCO”). The ALCO also reviews and manages interest rate risk for the Corporation. Through active balance sheet management and analysis of the securities portfolio, a sufficient level of liquidity is maintained to satisfy depositor requirements and various credit needs of our customers.

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LOANS

The Corporation's total loan portfolio, net of unearned discount, reached $2.7$3.0 billion as of SeptemberJune 30, 2020, including $217 million in PPP loans, net of associated deferred processing fees. Compared to December 31, 2019, resulting in an increase of $275total loans, excluding net PPP loans, increased $9.1 million, or 14.9%, onrepresenting an annualized basis duringrate of 0.7%. This growth reflects the first nine months of 2019. Over the same time period, this increase was driven by commercialCorporation’s continued focus on adhering to disciplined pricing and industrial loans, which increased $117 million, or 17.1%, on an annualized basis, while commercial real estate loans contributed an increase of $91.2 million, or 17.5%, on an annualized basis. Loan growth during the first nine months of 2019 was attributable primarily to Private Banking and our Buffalo market, which increased $63.1 million, or 46.1% (annualized), and $129 million, or 66.9% (annualized), respectively.credit quality standards. Lending efforts consist principally of commercial and retail lending, which includes single family residential mortgages and other consumer loans. The Corporation views commercial lending as its competitive advantage and continues to focus on this area by hiring and retaining experienced loan officers and supporting them with robust credit analysis. The Corporation expects continued strong loan demand through the remainder of 2019.

ALLOWANCE FOR LOAN LOSSES

Pursuant to the CARES Act, financial institutions were given the option to delay the adoption of ASU No. 2016-13, “Financial Instruments – Credit Losses,” until the earlier of December 31, 2020 or until the national emergency related to the COVID-19 pandemic is terminated. Given the complexity of the processes necessary to properly evaluate, document and implement the current expected credit losses methodology, combined with the extraneous circumstances impacted on its employees, caused by the spread of the coronavirus, the Corporation opted to delay the adoption of ASU No. 2016-13.

The allowance for loan losses is considered to be appropriate by management and reflects an adequate reserve for probable, incurred losses. The allowance is established by provisions for losses inthrough provision expense related to the loan portfolio as well as overdrafts in deposit accounts. These provisions areProvision expense is charged against current income.income in the Statement of Income. Loans and overdrafts deemed not collectible are charged off against the allowance while any subsequent collections are recorded as recoveries and increase the allowance. The provision for loan losses reflectsManagement’s judgment on the amount deemed appropriate by management to establish an adequate reserve for probable incurred losses. Management’s judgmentadequacy of the allowance is based on the evaluation of individual loans, the overall risk characteristics of various portfolio segments, pasthistorical loss experience, with losses, the impact of economic conditions on borrowers, and other relevant factors.


In determining the allocation of the allowance for loan losses, the Corporation considers economic trends, historical patterns and specific credit reviews. In addition, in the first quarter of 2020, the Corporation developed a qualitative factor specific to the COVID-19 pandemic as discussed in more detail below.

With regard to the credit reviews, a “watchlist" is evaluated on a monthly basis to determine potential losses within the commercial loan portfolio. The "watchlist" is comprised of all credits risk rated special mention, substandard and doubtful. Consumer and mortgage loans are allocated using historical credit loss experience.

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The following table below presents activity within the allowance account for the specified periods:
Six months ending
June 30, 2020		Year ending
December 31, 2019		Six months ending
June 30, 2019
Balance at beginning of period$19,473  $19,704  $19,704  
Charge-offs:
Commercial, industrial and agricultural(2,648) (205) 0  
Commercial mortgages0  (3,391) (2) 
Residential real estate(162) (386) (244) 
Consumer(1,005) (2,200) (1,062) 
Credit cards(72) (116) (52) 
Overdrafts(214) (453) (216) 
(4,101) (6,751) (1,576) 
Recoveries:
Commercial, industrial and agricultural25  17  8  
Commercial mortgages174  124  1  
Residential real estate3  73  67  
Consumer81  154  74  
Credit cards11  15  6  
Overdraft deposit accounts104  113  59  
398  496  215  
Net charge-offs(3,703) (6,255) (1,361) 
Provision for loan losses8,759  6,024  3,094  
Balance at end of period$24,529  $19,473  $21,437  
Loans, net of unearned$3,030,171  $2,804,035  $2,622,358  
Allowance to net loans0.81 %0.69 %0.82 %
Net charge-offs to average loans (annualized)0.26 %0.24 %0.11 %
Nonperforming assets$30,395  $23,430  $15,764  
Nonperforming % of total assets0.68 %0.62 %0.46 %
Excluding PPP-related assets
Allowance to net loans0.87 %0.69 %0.82 %
Net charge-offs to average loans (annualized)0.26 %0.24 %0.11 %
Nonperforming % of total assets0.80 %0.62 %0.46 %
 
Nine months ending
September 30, 2019
 
Year ending
December 31, 2018
 
Nine months ending
September 30, 2018
Balance at beginning of period$19,704
 $19,693
 $19,693
Charge-offs:     
Commercial, industrial, and agricultural(160) (253) (61)
Commercial mortgages(2,652) (3,337) 0
Residential real estate(282) (315) (289)
Consumer(1,609) (2,279) (1,610)
Credit cards(55) (90) (53)
Overdrafts(329) (319) (236)
 (5,087) (6,593) (2,249)
Recoveries:     
Commercial, industrial, and agricultural13
 171
 165
Commercial mortgages66
 30
 0
Residential real estate72
 67
 67
Consumer132
 141
 112
Credit cards12
 33
 27
Overdraft deposit accounts83
 90
 64
 378
 532
 435
Net charge-offs(4,709) (6,061) (1,814)
Provision for loan losses5,212
 6,072
 4,631
Balance at end of period$20,207
 $19,704
 $22,510
Loans, net of unearned$2,749,502
 $2,474,557
 $2,386,955
Allowance to net loans0.73% 0.80% 0.94%
Net charge-offs to average loans (annualized)0.24% 0.26% 0.11%
Nonperforming assets$16,832
 $15,567
 $21,175
Nonperforming % of total assets0.48% 0.48% 0.68%

The adequacy of the allowance for loan losses is subject to a formal analysis by the Credit Administration and Finance departmentsDepartments of the Corporation. As part of the formal analysis, delinquencies and losses are monitored monthly. The loan portfolio is divided into several categories in order for management to bettermore effectively analyze the entire loan pool. FirstThe first step in the evaluation process is a selection of classified loans that is givenwhich contain a specific credit loss reserve. The remaining loans are pooled, by category, into the following segments:

Reviewed
 
•Commercial, industrial and agricultural
•Commercial mortgages

Homogeneous
 
•Residential real estate
•Consumer
•Credit cards
•Overdrafts

The reviewed loan pools above are further segregated into four categories of risk:categories: pass rated (delineated by risk rating), special mention, substandard, and doubtful. Historical loss factors are calculated for each pool, excluding overdrafts, based on the previous eight quarters of experience. The homogeneous loan pools are evaluated by analyzing the historicala weighted average quarterly loss factors fromrate for the most recent eight quarter ends.quarters, subject to a floor. The homogeneous pools are evaluated based on a weighted average quarterly loss rate for the most recent eight quarters, subject to a floor.


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The historical loss factors for both the reviewed and homogeneous loan pools are further adjusted based on the following six qualitative factors:
 
Levels•levels of and trends in delinquencies, non-accrual loans, and classified loans;
Trends•trends in volume and terms of loans;
Effects•effects of any changes in lending policies and procedures;
Experience•experience and ability of management;
National•national and local economic trends and conditions; and
Concentrations•concentrations of credit.

The methodology described above was developed based upon the experience of the Corporation’s management team, guidance from the regulatory agencies, expertise of aan independent third-party loan review provider, and discussions with peers. The resulting factors are applied to the loan pool balances in order to estimate the probable risk of loss within each loan pool. Prudent business practices dictate that the level of the allowance, for loan losses, as well as any corresponding charges to the provision for loan losses, should be commensurate with identified areas of risk within the loan portfolio and the attendant risks inherent therein. The quality of the credit risk management function and the overall administration of this vital segment of the Corporation’s assets are critical to the ongoing success of the Corporation.

The previously mentioned analysis also considersconsidered numerous historical and other factors to analyzeevaluate the adequacy of the allowance for loan losses and charges against theany resultant provision for loan losses. Management payspaid special attention to a section of the analysis that comparescompared and plotsplotted the actual level of the allowance for loan losses against the aggregate amount of loans adversely classified in order to compute the estimated probable losses associated with those loans. By noting the “spread”“spread" at that time, as well as for prior periods, management can evaluate the current adequacy of the allowance as well as evaluate any developing trends.trends which may be developing. The volume and composition of the Corporation’s loan portfolio continue to reflect growth in commercial credits, most significantly in commercial and industrial loans, andprimarily commercial real estate, as well as commercial, industrial and agricultural loans.

As mentioned in the “Loans”“Loans" section of this analysis, management considers commercial lending to be a competitive advantage for the Corporation and continues to focus on this area as part of its strategic growth initiatives. However, management also recognizes and considers the fact that risk is more pronounced in these types of credits and is, to a greater degree than with other loans, driven by the economic environment in which the debtor’s business operates.

DuringThe increase in the nine months ended September 30, 2019, provisionallowance for loan losses totaled $5.2from December 31, 2019 to June 30, 2020 resulted primarily from updates to the qualitative factors related to the economic environment and related unemployment figures, in addition to a continuing update of the qualitative factor related specifically to the COVID-19 pandemic. As part of its ongoing evaluation of the allowance for loan losses, the Corporation evaluates, on at least a quarterly basis, all significant components of the allowance for loan losses, including historical loss factors, qualitative factors and other relevant factors to ensure it adequately represents management’s current estimation of probable incurred losses within the loan portfolio. Partially offsetting the increase in the allowance for loan losses, the second quarter of 2020 included a charge-off of approximately $2.6 million comparedthat had been specifically reserved during the first quarter of 2020 related to $4.6 milliona secured commercial and industrial loan relationship with a borrower who is now deceased, as discussed in the Corporation’s Annual Report on Form 10-K for the comparable periodyear ended December 31, 2019.

The increase in 2018. The third quarter ofnon-performing assets from December 31, 2019 includes a provision expense of $2.1 million, which includes $1.4 million relatedis primarily due to one commercial real estate loan relationship resulting intotaling approximately $9.7 million. During the three months ended March 31, 2020, this loan was downgraded to substandard and placed on non-accrual as a result of a covenant violation. Management performed an evaluation of the collateral supporting the loan being fully reserved.and concluded no specific loan loss reserve was required at the time.

The allowance for loan losses at June 30, 2020 also included a qualitative factor specifically related to the COVID-19 pandemic and the potential impact this pandemic may have on the national and local economies, as well as our loan portfolio overall. Management believes this was an appropriate step to take this quarter in lightrecognizes the degree of further deterioration of the underlying performance of the business, including management’s concern regarding an increased lack of communication from the customer and uncertainty related to the fair valuecontinued spread of COVID-19 and the related impact the pandemic will continue to have on the economy. To quantify the potential impact of the underlying collateral, resultingpandemic, management evaluated the Corporation’s historical losses, by loan type, looking back to the recession that began in an elevated2008 and the Corporation’s loan portfolio credit quality performance from 2008 to June 30, 2020. A loss assumption commensurate with the highest level of losses by loan type was used to estimate the potential riskimpact on the loan portfolio, specifically loans for full recoverywhich customers were granted payment deferrals, as discussed above. This analysis resulted in a qualitative adjustment of principalapproximately $909 thousand, which was reflected in the Corporation’s provision expense for the six months ended June 30, 2020 and interestthe related allowance for loan losses during the same period. The Corporation will continue to evaluate this factor and update its analysis, as contractually required. necessary, as developments related to the COVID-19 pandemic and its impact on the economy evolve.

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The remaining change in provision for loan losses during the ninesix months ended SeptemberJune 30, 2019,2020, compared to the same period in 2018,2019, reflects routine adjustments to reserves on impaired loans coupled with increases in general loan loss reservesa lower reserve requirement resulting from a lower growth level in the Corporation’sCorporation's loan portfolio.portfolio compared to historical levels.

Management believes that the provision for loan losses recorded during the six months ended June 30, 2020, in conjunction with the resultant allowance for loan losses is reasonable and adequateat June 30, 2020 was sufficient to absorbsupport probable incurred credit losses embedded in its loan portfolio at SeptemberJune 30, 2019.2020.

DEPOSITS

The Corporation considers deposits to be its primary source of funding in support of growth in assets. At SeptemberJune 30, 2020, total deposits of $3.6 billion, including an estimated $217 million in PPP deposits. Compared to the quarter ended December 31, 2019, total deposits, of $2.9 billion reflected an increase of $265excluding estimated PPP deposits, increased $277 million, or 13.6%, onrepresenting an annualized basis, during the first nine monthsgrowth rate of 2019. Growth in deposits was driven by targeted customer acquisition strategies aimed at core deposits which, over time, tend to be a more stable source of funding. As a result of our customer acquisition strategies, during the first nine months of 2019 Private Banking contributed to an increase in total deposits of $85.8 million, or 31.2%, on an annualized basis, while the deposit portfolio in our Buffalo market grew $192 million, or 102.3%, on an annualized basis.17.9%.

OTHER FUNDING SOURCES

The Corporation also considers other funding sources, such as short-term borrowings and term debt, when evaluating funding needs. During the first nine monthsAs of June 30, 2020 and December 31, 2019 there were there were no short-term borrowings from the FHLB increasedFHLB. As of June 30, 2020 the Corporation had outstanding $223 million related to $18.0 million, from zero at December 31, 2018, as a supplemental funding source for the Corporation.Paycheck Protection Program Lending Facility ("PPPLF").


Periodically, the Corporation utilizes borrowings from the FHLB and other lenders as a supplemental strategy to meet funding obligations or match fund certain assets. As part of the Corporation's liquidity management, management continues to focus on maintaining a robust level of short-term and long-term borrowing capacity as an available funding source.

SHAREHOLDERS’ EQUITY AND CAPITAL RATIOS AND METRICS

The Corporation’s capital continuedcontinues to provide a source of strength for its growth.the Corporation's growth, strategies and profitability.  Total shareholders’ equity was $297$330 million at SeptemberJune 30, 2019,2020, reflecting an increase of $34.2$25.3 million, or 13.0%8.3%, from $263$305 million at December 31, 2018. In2019. During the first ninesix months of 2019,ended, June 30, 2020, the Corporation earned $29.6$17.1 million and declared dividends of $7.8$5.2 million, resulting in a dividend payout ratio of 26.2%30.7% of net income. In addition, during the first nine monthssame period, accumulated other comprehensive income increased $9.7 million.

During the second quarter of 2019, accumulated OCI increased $12.5 million, partially offset by2020, the Corporation announced the termination of its “at-the-market” equity offering program (the “ATM Program”), pursuant to which the Corporation could offer and sell up to an increaseaggregate gross sales price of $243 thousand in treasury stock primarily as a result$40,000,000 of the repurchase of 40,000its shares of common stock.stock, no par value per share, through Keefe, Bruyette & Woods, Inc., the sales agent. The Corporation elected to terminate the ATM Program due to market conditions and to limit uncertainty and unfavorable dilution for its shareholders during this period of global economic volatility. Prior to termination, the Corporation had sold 168,358 shares of its common stock, raising approximately $5.1 million in gross proceeds.

The Corporation has complied with the standards of capital adequacy mandated by government regulations. Bank regulators have established “risk-based”“risk-based" capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks of various assets banks hold in their portfolios. A weight category (0% for the lowest risk assets and increasing for each tier of 0% (lowesthigher risk assets), 20%, 50%, 100% or 150% (highest risk assets), is assigned to each asset on the balance sheet. In addition, the Corporation's capital ratios are calculated in accordance with the interim final rule implemented in the second quarter of 2020 governing the PPP and the PPPLF participation. The interim final rule permits the Corporation to exclude exposures pledged as collateral to the PPPLF in the Corporation's total leverage exposure, average total consolidated assets, advanced approaches-total risk weighted assets, and standardized total risk-weighted assets, as applicable.

As of June 30, 2020, with the exception of the Leverage ratio, all of the Corporation’s regulatory capital ratios reflected increases from December 31, 2019. The Corporation’s Tier 1 Leverage ratio of 7.55% at June 30, 2020 decreased 31 basis points from December 31, 2019 as a result of the impact of CNB’s participation in the PPP, as many of its customers had not fully deployed their funds obtained under the PPP. Excluding this impact, the estimated Leverage ratio of 7.90% remained relatively stable, compared to 7.86% at December 31, 2019.

As of June 30, 2020, the Corporation’s Tangible Common Equity/Tangible Assets ratio of 6.58% reflected the impact of the PPP of approximately $217 million in net PPP Loans, and $223 million in PPPLF borrowings. Excluding the PPP and the PPPLF, the Corporation’s Tangible Common Equity/Tangible Assets ratio of 7.30% increased 16 bps from December 31, 2019.
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The Corporation’s capital ratios, book value per share and tangible book value per share as of SeptemberJune 30, 20192020 and December 31, 20182019 are as follows:
As ReportedExcluding PPP-related assetsAs Reported
June 30, 2020June 30, 2020December 31, 2019
Total risk-based capital ratio13.11 %13.11 %12.51 %
Tier 1 capital ratio10.48 %10.48 %10.03 %
Common equity tier 1 ratio9.78 %9.78 %9.32 %
Leverage ratio7.55 %7.90 %7.86 %
Tangible common equity/tangible assets (1)6.58 %7.30 %7.14 %
Book value per share$21.45  $21.45  $20.00  
Tangible book value per share (1)$18.94  $18.94  $17.45  
 September 30, 2019 December 31, 2018
Total risk-based capital ratio12.61% 13.21%
Tier 1 capital ratio10.02% 10.33%
Common equity tier 1 ratio9.28% 9.50%
Leverage ratio7.95% 7.87%
Tangible common equity/tangible assets (1)7.37% 7.02%
Book value per share$19.55
 $17.28
Tangible book value per share (1)$16.98
 $14.69
(1) Tangible common equity, tangible assets and tangible book value per share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of goodwill and other intangible assets from the calculation of stockholders’ equity. Tangible assets is calculated by excluding the balance of goodwill and other intangible assets from the calculation of total assets. Tangible book value per share is calculated by dividing tangible common equity by the number of shares outstanding. The Corporation believes that these non-GAAP financial measures provide information to investors that is useful in understanding its financial condition. Because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies. A reconciliation of these non-GAAP financial measures is provided below.

(1)Tangible common equity, tangible assets and tangible book value per share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of goodwill and other intangible assets from the calculation of stockholders’ equity. Tangible assets is calculated by excluding the balance of goodwill and other intangible assets from the calculation of total assets. Tangible book value per share is calculated by dividing tangible common equity by the number of shares outstanding. The Corporation believes that these non-GAAP financial measures provide information to investors that is useful in understanding its financial condition. Because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies. A reconciliation of these non-GAAP financial measures is provided below.

 September 30, 2019 December 31, 2018
Shareholders’ equity$297,033
 $262,830
Less goodwill38,730
 38,730
Less core deposit intangible257
 727
Tangible common equity$258,046
 $223,373
Total assets$3,541,170
 $3,221,521
Less goodwill38,730
 38,730
Less core deposit intangible257
 727
Tangible assets$3,502,183
 $3,182,064
Ending shares outstanding15,195,571
 15,207,281
Tangible book value per share$16.98
 $14.69
Tangible common equity/tangible assets7.37% 7.02%


LIQUIDITY

Liquidity measures an organization’s ability to meet its cash obligations as they come due. The consolidated statements of cash flows included in the accompanying financial statements provide analysis of the Corporation’s cash and cash equivalents and the sources and uses of cash. Additionally, the portion of the loan portfolio that matures within one year and securities with maturities within one year in the investment portfolio are considered part of the Corporation’s liquid assets. Liquidity is monitored by both management and the Board’s ALCO, which establishes and monitors ranges of acceptable liquidity. Management believes that the Corporation’s current liquidity position is acceptable.

At June 30, 2020 the Corporation’s cash position totaled approximately $663 million, including $223 million related to the PPPLF and additional excess liquidity of $391 million held at the Federal Reserve, reflecting a strong liquidity level. In addition to its cash position, the Corporation’s borrowing capacity with the Federal Home Loan Bank of Pittsburgh at June 30, 2020 was approximately $525 million.

Although the COVID-19 pandemic did not have a material negative impact on the Corporation’s liquidity in the first six months of 2020, management believes the continuation of the pandemic and its related effect on the U.S. and global economies could introduce added pressure on the Corporation’s liquidity position and financial performance. In an effort to proactively manage against such risks, the Corporation took the following actions during the first six months of 2020:

•As a result of the strong growth in deposits in the fourth quarter of 2019, the Corporation’s liquidity position increased to levels that were significantly higher than its historical levels. During the first six months of 2020, as the economic and market risk of the COVID-19 pandemic increased, the Corporation continued to focus on its liquidity management and the maintenance of its overall liquidity position at elevated levels;

•During the first quarter of 2020, management implemented a daily liquidity tracking process aimed at detecting any underlying trends at a regional as well as consolidated level. This process provided management with an effective tool that could be used to anticipate any potential adverse impact on the Corporation’s ability to meet its cash obligations as they come due;

•In connection with the daily liquidity monitoring process, the Corporation continuously evaluated utilization trends in commercial and home equity lines of credit to anticipate any potential additional demands on the Corporation’s cash obligations;

•On a daily basis, the Corporation monitored fluctuations in its deposit portfolio at a regional level, and customer level, if warranted, to understand better any potential change in customer sentiment with respect to their deposits with the Corporation;

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•Subsequent to March 31, 2020, the Corporation began participating in the PPPLF, with a goal to borrow under this program an amount equivalent to the total amount the Corporation funded under the PPP. As required under the PPPLF program, any borrowings under this program are to be repaid commensurate with payments, forgiveness and/or payoffs under the PPP.

OFF-BALANCE SHEET ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, risk participation agreements, letters of credit, and overdraft protection, are issued to meet customer financing needs. These financial instruments are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies used for evaluating loans are the same as the policies used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

The contractual amount of financial instruments with off balance sheet risk was as follows at SeptemberJune 30, 20192020 and December 31, 2018:2019:
 June 30, 2020December 31, 2019
 Fixed RateVariable RateFixed RateVariable Rate
Commitments to make loans$46,468  $255,791  $21,375  $184,106  
Unused lines of credit33,585  550,319  14,637  446,407  
Standby letters of credit14,902  543  14,503  824  
 September 30, 2019 December 31, 2018
 Fixed Rate Variable Rate Fixed Rate Variable Rate
Commitments to make loans$32,706
 $175,015
 $46,265
 $191,803
Unused lines of credit16,997
 445,311
 14,390
 429,456
Standby letters of credit14,300
 1,074
 14,831
 1,479

The fixed rate loan commitments at SeptemberJune 30, 20192020 have interest rates ranging from 2.45%1.95% to 18.00% and maturities ranging from seveneight months to 35 years. The fixed rate loan commitments at December 31, 20182019 have interest rates ranging from 2.45%2.53% to 18.00% and maturities ranging from one year to 3530 years.

The Corporation makes investments in limited partnerships, including certain small business investment corporations and low income housing partnerships. As of SeptemberJune 30, 20192020 and December 31, 2018,2019, unfunded capital commitments totaled $7,360$4,601 and $3,905,$5,831, respectively, for the small business investment corporations and $4,252$3,962 and $1,434,$4,190, respectively, for the low income housing partnerships. At SeptemberJune 30, 20192020 and December 31, 2018,2019, capital contributions to the small business investment corporations were $8,140$10,899 and $6,595,$9,669, respectively, and capital contributions to the low income housing partnerships were $4,748$5,038 and $4,566,$4,810, respectively.

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CONSOLIDATED YIELD COMPARISONS
AVERAGE BALANCES AND NET INTEREST MARGIN FOR THE THREE MONTHS ENDED
SEPTEMBERJUNE 30, 20192020 AND 20182019
             
  September 30, 2019 September 30, 2018
  
Average
Balance
 
Annual
Rate
 
Interest
Inc./Exp.
 
Average
Balance
 
Annual
Rate
 
Interest
Inc./Exp.
ASSETS:            
Securities:            
Taxable (1) $452,933
 2.76% $3,093
 $395,390
 2.67% $2,698
Tax-Exempt (1,2) 83,060
 3.33% 680
 95,190
 3.44% 824
Equity Securities (1,2) 18,533
 6.27% 293
 18,101
 6.79% 310
Total securities 554,526
 2.97% 4,066
 508,681
 2.95% 3,832
Loans:            
Commercial (2) 1,011,725
 5.28% 13,477
 823,602
 5.17% 10,726
Mortgage (2) 1,567,186
 5.13% 20,248
 1,436,023
 4.93% 17,859
Consumer 104,779
 10.06% 2,657
 86,998
 10.28% 2,255
Total loans (3) 2,683,690
 5.38% 36,382
 2,346,623
 5.21% 30,840
Total earning assets 3,238,216
 4.97% $40,448
 2,855,304
 4.81% $34,672
Non interest-bearing assets:            
Cash and due from banks 32,092
     45,479
    
Premises and equipment 69,526
     49,665
    
Other assets 137,546
     134,307
    
Allowance for loan losses (21,958)     (22,333)    
Total non interest-bearing assets 217,206
     207,118
    
TOTAL ASSETS $3,455,422
     $3,062,422
    
LIABILITIES AND SHAREHOLDERS’ EQUITY:            
Demand—interest-bearing $585,048
 0.43% $630
 $586,708
 0.36% $535
Savings 1,477,377
 1.41% 5,250
 1,159,897
 0.96% 2,805
Time 361,765
 2.10% 1,918
 377,932
 1.55% 1,472
Total interest-bearing deposits 2,424,190
 1.28% 7,798
 2,124,537
 0.90% 4,812
Short-term borrowings 38,702
 2.43% 237
 1,727
 2.30% 10
Long-term borrowings 210,189
 2.19% 1,162
 253,376
 2.07% 1,324
Subordinated debentures 70,620
 5.54% 987
 70,620
 5.71% 1,016
Total interest-bearing liabilities 2,743,701
 1.47% $10,184
 2,450,260
 1.16% $7,162
Demand—non interest-bearing 366,424
     329,057
    
Other liabilities 52,387
     29,785
    
Total liabilities 3,162,512
     2,809,102
    
Shareholders’ equity 292,910
     253,320
    
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $3,455,422
     $3,062,422
    
Interest income/Earning assets   4.97% $40,448
   4.81% $34,672
Interest expense/Interest-bearing liabilities   1.47% 10,184
   1.16% 7,162
Net interest spread   3.50% $30,264
   3.65% $27,510
Interest income/Earning assets   4.97% 40,448
   4.81% 34,672
Interest expense/Earning assets   1.25% 10,184
   1.00% 7,162
Net interest margin   3.72% $30,264
   3.81% $27,510
 June 30, 2020June 30, 2019
Average
Balance		Annual
Rate		Interest
Inc./Exp.		Average
Balance		Annual
Rate		Interest
Inc./Exp.
ASSETS:
Securities:
Taxable (1)$487,913  2.49 %$2,902  $432,125  2.82 %$3,031  
Tax-Exempt (1,2)54,264  3.42 %446  84,267  3.40 %705  
Equity Securities (1,2)14,076  5.20 %182  17,860  6.15 %274  
Total securities556,253  2.66 %3,530  534,252  3.02 %4,010  
Loans:
Commercial (2)1,241,942  4.19 %12,953  969,330  5.39 %13,036  
Mortgage (2)1,662,795  4.74 %19,584  1,505,532  5.06 %18,976  
Consumer95,964  9.56 %2,280  90,957  11.03 %2,501  
Total loans (3)3,000,701  4.67 %34,817  2,565,819  5.40 %34,513  
Other earning assets346,253  0.10 %88  14,935  3.33 %124  
Total earning assets3,903,207  3.98 %$38,435  3,115,006  4.98 %$38,647  
Total earning assets, net of PPP-related assets3,494,983  3,115,006  
Non interest-bearing assets:
Cash and due from banks40,589  32,065  
Premises and equipment73,743  68,086  
Other assets155,699  136,782  
Allowance for loan losses(23,476) (20,566) 
Total non interest-bearing assets246,555  216,367  
TOTAL ASSETS$4,149,762  $3,331,373  
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing$737,903  0.22 %$401  $586,111  0.43 %$622  
Savings1,781,282  0.71 %3,159  1,401,924  1.37 %4,804  
Time411,648  2.32 %2,375  350,594  2.03 %1,775  
Total interest-bearing deposits2,930,833  0.81 %5,935  2,338,629  1.24 %7,201  
Short-term borrowings0  0.00 %0  4,899  3.19 %39  
Long-term borrowings280,675  1.82 %1,267  236,742  2.12 %1,253  
Subordinated debentures70,620  5.31 %933  70,620  5.65 %995  
Total interest-bearing liabilities3,282,128  1.00 %$8,135  2,650,890  1.44 %$9,488  
Demand—non interest-bearing488,754  355,058  
Other liabilities56,821  46,518  
Total liabilities3,827,703  3,052,466  
Shareholders’ equity322,059  278,907  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$4,149,762  $3,331,373  
Interest income/Earning assets3.98 %$38,435  4.98 %$38,647  
Interest expense/Interest-bearing liabilities1.00 %8,135  1.44 %9,488  
Net interest spread2.98 %$30,300  3.54 %$29,159  
Interest income/Earning assets3.98 %38,435  4.98 %38,647  
Interest expense/Earning assets0.84 %8,135  1.22 %9,488  
Net interest margin3.14 %$30,300  3.76 %$29,159  
Net interest margin, net of PPP-related assets3.51 %3.76 %
(1)Includes unamortized discounts and premiums. Average balance is computed using the amortized cost of securities. The average yield has been computed using the historical amortized cost average balance for available for sale securities.
(2)Average yields are stated on a fully taxable equivalent basis.
(3)Average outstanding includes the average balance outstanding of all non-accrual loans. Loans consist of the average of total loans less average unearned income. The amount of loan fees included in the interest income on loans is not material.

(1)Includes unamortized discounts and premiums. Average balance is computed using the amortized cost of securities. The average yield has been computed using the historical amortized cost average balance for available for sale securities.
(2)Average yields are stated on a fully taxable equivalent basis.
(3)Average outstanding includes the average balance outstanding of all non-accrual loans. Loans consist of the average of total loans less average unearned income. The amount of loan fees included in the interest income on loans is not material.
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CONSOLIDATED YIELD COMPARISONS
AVERAGE BALANCES AND NET INTEREST MARGIN FOR THE NINESIX MONTHS ENDED
SEPTEMBERJUNE 30, 20192020 AND 20182019
             
  September 30, 2019 September 30, 2018
  
Average
Balance
 
Annual
Rate
 
Interest
Inc./Exp.
 
Average
Balance
 
Annual
Rate
 
Interest
Inc./Exp.
ASSETS:            
Securities:            
Taxable (1) $434,265
 2.85% $9,226
 $348,789
 2.59% $6,862
Tax-Exempt (1,2) 88,581
 3.41% 2,226
 96,304
 3.49% 2,506
Equity Securities (1,2) 18,331
 6.18% 847
 19,316
 6.09% 880
Total securities 541,177
 3.06% 12,299
 464,409
 2.92% 10,248
Loans:            
Commercial (2) 971,580
 5.34% 38,841
 795,383
 4.87% 28,962
Mortgage (2) 1,518,400
 5.07% 57,541
 1,408,204
 4.85% 51,053
Consumer 94,954
 10.64% 7,555
 84,453
 10.05% 6,349
Total loans (3) 2,584,934
 5.38% 103,937
 2,288,040
 5.05% 86,364
Total earning assets 3,126,111
 4.98% $116,236
 2,752,449
 4.68% $96,612
Non interest-bearing assets:            
Cash and due from banks 35,344
     34,326
    
Premises and equipment 68,009
     50,117
    
Other assets 136,792
     132,224
    
Allowance for loan losses (20,804)     (21,183)    
Total non interest-bearing assets 219,341
     195,484
    
TOTAL ASSETS $3,345,452
     $2,947,933
    
LIABILITIES AND SHAREHOLDERS’ EQUITY:            
Demand—interest-bearing $576,816
 0.43% $1,834
 $580,748
 0.37% $1,596
Savings 1,402,286
 1.37% 14,344
 1,028,187
 0.75% 5,778
Time 360,631
 2.00% 5,408
 378,241
 1.43% 4,049
Total interest-bearing deposits 2,339,733
 1.23% 21,586
 1,987,176
 0.77% 11,423
Short-term borrowings 21,421
 2.65% 425
 43,432
 1.80% 586
Long-term borrowings 229,592
 2.14% 3,676
 251,231
 2.04% 3,840
Subordinated debentures 70,620
 5.64% 2,980
 70,620
 5.44% 2,873
Total interest-bearing liabilities 2,661,366
 1.44% $28,667
 2,352,459
 1.06% $18,722
Demand—non interest-bearing 355,799
     318,430
    
Other liabilities 48,455
     28,842
    
Total liabilities 3,065,620
     2,699,731
    
Shareholders’ equity 279,832
     248,202
    
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $3,345,452
     $2,947,933
    
Interest income/Earning assets   4.98% $116,236
   4.68% $96,612
Interest expense/Interest-bearing liabilities   1.44% 28,667
   1.06% 18,722
Net interest spread   3.54% $87,569
   3.62% $77,890
Interest income/Earning assets   4.98% 116,236
   4.68% 96,612
Interest expense/Earning assets   1.23% 28,667
   0.91% 18,722
Net interest margin   3.75% $87,569
   3.77% $77,890
 June 30, 2020June 30, 2019
Average
Balance		Annual
Rate		Interest
Inc./Exp.		Average
Balance		Annual
Rate		Interest
Inc./Exp.
ASSETS:
Securities:
Taxable (1)$489,644  2.69 %$6,353  $422,025  2.84 %$5,959  
Tax-Exempt (1,2)63,124  3.38 %1,027  91,388  3.44 %1,546  
Equity Securities (1,2)13,742  6.19 %423  18,228  6.13 %554  
Total securities566,510  2.86 %7,803  531,641  3.06 %8,059  
Loans:
Commercial (2)1,153,728  4.55 %26,132  951,175  5.38 %25,365  
Mortgage (2)1,653,887  4.81 %39,573  1,493,604  5.04 %37,295  
Consumer101,579  9.57 %4,834  89,966  10.97 %4,896  
Total loans (3)2,909,194  4.88 %70,539  2,534,745  5.37 %67,556  
Other earning assets228,431  0.46 %517  8,950  3.92 %174  
Total earning assets3,704,135  4.30 %$78,859  3,075,336  4.97 %$75,789  
Total earning assets, net of PPP-related assets3,499,884  3,075,336  
Non interest-bearing assets:
Cash and due from banks38,207  30,812  
Premises and equipment73,578  67,237  
Other assets153,199  136,406  
Allowance for loan losses(21,501) (20,218) 
Total non interest-bearing assets243,483  214,237  
TOTAL ASSETS$3,947,618  $3,289,573  
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing$662,199  0.29 %$939  $572,632  0.42 %$1,204  
Savings1,740,102  0.95 %8,180  1,364,118  1.34 %9,094  
Time418,223  2.27 %4,721  360,055  1.95 %3,490  
Total interest-bearing deposits2,820,524  0.99 %13,840  2,296,805  1.21 %13,788  
Short-term borrowings0  0.00 %0  12,637  3.00 %188  
Long-term borrowings253,651  1.98 %2,494  239,455  2.12 %2,514  
Subordinated debentures70,620  5.40 %1,897  70,620  5.69 %1,993  
Total interest-bearing liabilities3,144,795  1.17 %$18,231  2,619,517  1.42 %$18,483  
Demand—non interest-bearing429,296  350,399  
Other liabilities55,940  46,465  
Total liabilities3,630,031  3,016,381  
Shareholders’ equity317,587  273,192  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$3,947,618  $3,289,573  
Interest income/Earning assets4.30 %$78,859  4.97 %$75,789  
Interest expense/Interest-bearing liabilities1.17 %18,231  1.42 %18,483  
Net interest spread3.13 %$60,628  3.55 %$57,306  
Interest income/Earning assets4.30 %78,859  4.97 %75,789  
Interest expense/Earning assets0.99 %18,231  1.21 %18,483  
Net interest margin3.31 %$60,628  3.76 %$57,306  
Net interest margin, net of PPP-related assets3.50 %3.76 %
(1)Includes unamortized discounts and premiums. Average balance is computed using the amortized cost of securities. The average yield has been computed using the historical amortized cost average balance for available for sale securities.
(2)Average yields are stated on a fully taxable equivalent basis.
(3)Average outstanding includes the average balance outstanding of all non-accrual loans. Loans consist of the average of total loans less average unearned income. The amount of loan fees included in the interest income on loans is not material.

(1)Includes unamortized discounts and premiums. Average balance is computed using the amortized cost of securities. The average yield has been computed using the historical amortized cost average balance for available for sale securities.

(2)Average yields are stated on a fully taxable equivalent basis.
(3)Average outstanding includes the average balance outstanding of all non-accrual loans. Loans consist of the average of total loans less average unearned income. The amount of loan fees included in the interest income on loans is not material.
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RESULTS OF OPERATIONS
Three Months Ended SeptemberJune 30, 20192020 and 20182019

OVERVIEW OF THE INCOME STATEMENT

The Corporation’s operating results for the three months ended June 30, 2020 were impacted by the COVID-19 pandemic. In an effort to support the U.S. economy proactively, the Federal Reserve cut its interest rates by 150 basis points in March 2020, which had an impact on the Corporation’s net interest margin and net interest income for the quarter. In addition, the Corporation’s loan and deposit growth for the second quarter of 2020 were adversely impacted by governmental stay-at-home orders as well as travel limitations. Lastly, in an effort to quantify the potential impact of the COVID-19 pandemic on its loan portfolio, the Corporation had net incomeimplemented a qualitative factor specifically related to the pandemic as described in more detail below.

The three months ended June 30, 2020 include merger costs related to CNB’s acquisition of $10.4 million,Bank of Akron of approximately $365 thousand, or $0.68$0.02 per diluted share, in the third quarter of 2019, compared to $9.2after-tax ($462 thousand pre-tax). Net income was $8.2 million, or $0.60$0.54 per diluted share, infor the third quarter of 2018, reflecting increases of $1.1ended June 30, 2020. Excluding after-tax merger costs, net income was $8.6 million, or 12.1%$0.56 per diluted share, for the three months ended June 30, 2020 compared to $9.8 million, or $0.64 per diluted share, for the same period in 2019, reflecting decreases of $1.2 million, or 11.8%, and $0.08 per diluted share, or 13.3%12.5%.

The increasesprovision expense was $5.7 million for the three months ended June 30, 2020, primarily due to adjustments to the qualitative factors to reflect the Corporation's outlook on unemployment and the economy.

Excluding merger costs, income before provision expense and income taxes was $16.2 million for the quarter ended June 30, 2020, an increase of approximately $2.5 million, or 18.7%, from the same period in earnings and earnings per diluted share are the result of a continued strong financial performance driven by organic growth. 2019.

Total revenue (comprised of net interest income plus non-interest income) of $36.2was $37.9 million for the three months ended SeptemberJune 30, 2019 increased $3.42020, an increase of $2.3 million, or 10.3%6.5%, from the comparable period in 2018,three months ended June 30, 2019, while total non-interest expense of $21.4was $22.2 million. Excluding merger costs, total non-interest expense was $21.7 million for the third quarterthree months ended June 30, 2020, a decrease of 2019 increased $0.7 million,$247 thousand, or 3.1%1.1%, from the third quarter of 2018. Provision expense of $2.1 million for the third quarter of 2019 increased $1.0 million, or 93.4%, from the same period in 2018.three months ended June 30, 2019.

The return on average assets and the return on average equity for the thirdsecond quarter of 20192020 were 1.19%0.80% and 14.03%10.30%, respectively, decreasing from 1.20%1.18% and 14.47%14.05%, respectively, for the thirdsecond quarter of 2018.2019. When excluding the impact of goodwill and other intangibles, the return on average tangible equity for the thirdsecond quarter of 2020 was 11.71%, decreasing from 16.35% for the second quarter of 2019. The overall decrease in profitability, when comparing the second quarter of 2020 to the second quarter of 2019, was 16.19%, decreasing from 17.16% forprimarily due to the third quarterhigher level of 2018.provision expense, as discussed in more detail above. The efficiency ratio of 58.31%57.76% for the thirdsecond quarter of 20192020 improved 415259 basis points from 62.46%60.35% for the comparable period in 2018. As reflected2019, as revenue growth of 6.5% outpaced the increase of 1.0% in its performance ratios, the Corporation has continued to focus on profitability, driven by organic growth in its diversified markets, coupled with efficient management of expenses and strong credit quality.non-interest expense.

NET INTEREST INCOME AND NET INTEREST MARGIN

Net interest income for the three months ended June 30, 2020 increased to $29.9, representing a 4.0% increase from the three months ended June 30, 2019, driven by an overall growth of $380 million, or 12.2%, in average earning assets, excluding PPP and PPPLF related assets (collectively the "PPP-related assets"), partially offset by a reduction of 25 basis points in net interest margin on a fully tax-equivalent basis, again excluding PPP-related assets.

Net interest margin on a fully taxtax-equivalent basis was 3.14% and 3.76% for the three months ended June 30, 2020 and 2019, respectively, including $408 million for the three months ended June 30, 2020 in average PPP-related assets. Excluding PPP-related assets, the net interest margin on a fully-tax equivalent basis was 3.72% and 3.81%3.51% for the quartersthree months ended SeptemberJune 30, 2019 and 2018, respectively.2020. The yield on earning assets increased 16of 3.98% for the three months ended June 30, 2020 included $408 million in PPP-related assets. Excluding the PPP-related assets, the yield on earning assets was 4.45% for the three months ended June 30, 2020 and decreased 53 basis points to 4.97%from 4.98% for the quarterthree months ended SeptemberJune 30, 2019, from 4.72% for the quarter ended September 30, 2018.2019. The cost of interest-bearing liabilities increased 31decreased 44 basis points to 1.47%from 1.44% for the quarterthree months ended SeptemberJune 30, 2019 from 1.16%to 1.00% for the quarterthree months ended SeptemberJune 30, 2018. The decrease of nine basis points in net interest margin during the third quarter of 2019 reflects changes in the interest rate environment.2020.

PROVISION FOR LOAN LOSSES

During the quarter ended SeptemberJune 30, 2019,2020, the Corporation recorded a provision for loan losses of $2.1$5.7 million, as compared to a provision for loan losses of $1.1$1.8 million for the quarter ended SeptemberJune 30, 2018.2019, as discussed in more detail above under Allowance for Loan Losses.
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NON-INTEREST INCOME

Total non-interest income was $7.9 million for the three months ended June 30, 2020 an increase of $1.2 million, or 17.0%, from the same period in 2019. Total non-interest income includes net realized gains and unrealized losses on trading securities and net realized gains on available for sale securities, which combined totaled $2.5 million for the three months ended June 30, 2020 compared to $654 thousand for the three months ended June 30, 2019.

Excluding the items discussed above, non-interest income for the three months ended June 30, 2020 totaled $5.5 million, a decrease of $685 thousand, or 11.2%, from the same period in 2019. While Wealth and Asset Management fees continued to grow, the decrease in overall non-interest income was primarily driven by reduced activity and fee waivers as part of CNB’s response to the pandemic.

NON-INTEREST EXPENSES

For the three months ended June 30, 2020, total non-interest expense was $22.2 million. Excluding merger costs, total non-interest expense was $21.7 million for the three months ended June 30, 2020, a decrease of $247 thousand, or 1.1%, from the three months ended June 30, 2019. Accordingly, the efficiency ratio was 57.76%, for the three months ended June 30, 2020, compared to 60.35% during the comparable period in 2019.

INCOME TAX EXPENSE

Income tax expense of $1.8 million for the three months ended June 30, 2020 decreased $285 thousand, or 13.9%, from the three months ended June 30, 2019. Our effective tax rate was 17.6% for the three months ended June 30, 2020 compared to 17.3% for the three months ended June 30, 2019. The third quartereffective rates for the periods differed from the federal statutory rate of 21.0% at June 30, 2020 and 2019 principally as a result of tax-exempt income from securities and loans, as well as earnings from bank-owned life insurance.

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RESULTSOF OPERATIONS
Six Months Ended June 30, 2020 and 2019

OVERVIEW

The Corporation’s operating results for the six months ended June 30, 2020 were impacted by the COVID-19 pandemic, as discussed in more detail above in "Results of Operations - Three Months Ended June 30, 2020 and 2019." The six months ended June 30, 2020 include merger costs related to the Corporation’s acquisition of Bank of Akron of approximately $422 thousand, or $0.03 per diluted share ($534 thousand pre-tax). Net income was $17.1 million, or $1.11 per diluted share, for the six months ended June 30, 2020. Excluding after-tax merger costs, net income was $17.5 million, or $1.14 per diluted share, for the six months ended June 30, 2020 compared to $19.2 million, or $1.26 per diluted share, for the same period in 2019, reflecting decreases of $1.8 million, or 9.1%, and $0.12 per diluted share, or 9.5%.

Excluding merger costs, income before provision expense and income taxes was $29.8 million, representing an increase of approximately $3.5 million, or 13.3%, from the same period in 2019.

Total revenue (comprised of net interest income plus non-interest income) was $73.2 million for the six months ended June 30, 2020, an increase of $3.7 million, or 5.4%, from the six months ended June 30, 2019, while total non-interest expense was $43.9 million. Excluding merger costs, total non-interest expense was $43.4 million for the six months ended June 30, 2020, an increase of $248 thousand, or 0.6%, from the six months ended June 30, 2019. Provision for loan losses of $8.8 million for the first six months of 2020 increased $5.7 million, or 183.1%, from the comparable period in 2019.

The return on average assets and the return on average equity for the six months ended June 30, 2020 were 0.87% and 10.80%, respectively, decreasing from 1.18% and 14.20%, respectively, for the six months ended June 30, 2019. When excluding the impact of goodwill and other intangibles, the annualized return on average tangible equity was 12.31%, decreasing from 16.59% for the same period. The efficiency ratio of 59.01% for the first six months of 2020 improved 159 basis points from 60.60% for the first six months of 2019.

NET INTEREST INCOME AND NET INTEREST MARGIN

Net interest income for the six months ended June 30, 2020 increased to $59.9 million, representing a 6.0% from the six months ended June 30, 2019, driven by an overall growth of $425 million, or 13.8%, in average earning assets, excluding PPP-related assets, partially offset by a reduction of 26 basis points in net interest margin on a fully tax-equivalent basis, excluding PPP-related assets.

Net interest margin on a fully tax-equivalent basis was 3.31% and 3.76% for the six months ended June 30, 2020 and 2019, respectively, including $204 million for the six months ended June 30, 2020 in average PPP-related earning assets. Excluding PPP-related earning assets, the net interest margin on a fully-tax equivalent basis was 3.50% for the six months ended June 30, 2020. The yield on average earning assets of 4.30% for the six months ended June 30, 2020 included $204 million in PPP-related earning assets. Excluding PPP-related earning assets, the yield on average earning assets was 4.55% for the three months ended and decreased 42 basis points from 4.97% for the six months ended June 30, 2019. The cost of average interest-bearing liabilities decreased 25 basis points to 1.17% for the six months ended June 30, 2020 from 1.42% for the six months ended June 30, 2019.

PROVISION FOR LOAN LOSSES

During the six months ended June 30, 2020, the Corporation recorded a provision for loan losses of $8.8 million, as compared to a provision for loan losses of $3.1 million for the six months ended June 30, 2019. As discussed above under "Allowance for Loan Losses," the provision expense of $8.8 million included: (i) a provision expense totaling $1.4of approximately $2.6 million related to one commercial real estatea specific loan loss reserve for a loan relationship resulting in the loan being fully reserved. Management believes this was an appropriate stepmoved to take in light of further deterioration on the underlying performance of the business and increased potential risk of full recovery of principal and interest as contractually required, including management’s concernsnon-accrual at December 31, 2019, combined with an increasing lack of communication from the borrower and uncertainty(ii) a new qualitative factor specifically related to the fair valueongoing COVID-19 pandemic of approximately $909 thousand, (iii) adjustments to the underlying collateral. qualitative factors to reflect the Corporation's outlook on unemployment and the economy, partially offset by (iv) a lower allowance requirement as a result of lower growth in total loans compared to historical levels.

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Net chargeoffscharge-offs in the third quarterfirst six months of 20192020 were $3.3$3.7 million, compared to net chargeoffscharge-offs of $707 thousand$1.4 million in the third quarterfirst six months of 2018.2019. Net chargeoffscharge-offs of the Bank totaled $2.9$2.8 million and $297$475 thousand during the quarterssix months ended SeptemberJune 30, 2020 and 2019, or 0.20% and 2018, or 0.43% and 0.05%0.04%, respectively, of average Bank loans. Holiday recorded net chargeoffscharge-offs totaling $483$862 thousand and $410$886 thousand during the quarterssix months ended SeptemberJune 30, 2020 and 2019, respectively. Please refer to "Provision for Loan Losses" above for the three months ended June 30, 2020 and 2018, respectively. At the Bank during the third quarter, management charged-off an impaired, fully reserved, commercial mortgage loan of $2.6 million. The loan had been impaired2019 for additional detail on provision expense and non-accrual for a few years and operations of the underlying property continued to deteriorate making any value from liquidation unlikely.net charge-offs.

Management believes the provision for loan losses was appropriate and the allowance for loan losses is adequate to absorb probable incurred losses in our portfolio as of SeptemberJune 30, 2019.2020.

NON-INTEREST INCOME

There were noTotal non-interest income was $13.3 million for the six months ended June 30, 2020 an increase of $368 thousand, or 2.8%, from the same period in 2019. Total non-interest income included net realized gains on available-for-saleavailable for sale securities, during the quarters ended September 30, 2019 and 2018. Net realizednet of unrealized and unrealized gainslosses on trading securities, were $197 thousand duringwhich combined totaled $1.9 million for the quartersix months ended SeptemberJune 30, 2019,2020 compared to $421 thousand during$1.6 million for the quartersix months ended SeptemberJune 30, 2018.

2019. Excluding the effects of securities gainsitems discussed above, non-interest income was $6.1 million for the quartersix months ended SeptemberJune 30, 2019, compared to $5.52020 totaled $11.4 million, for the quarter ended September 30, 2018, reflecting an increase of $567$62 thousand, or 10.3%.0.5%, from the same period in 2019.



The increase in non-interest income was driven mostly by Wealth and Asset Management fees increasing $207 thousand, or 20.1%, primarily as a result of growth in assets under management, coupled with an increase of $125 thousand, or 44.2%, in mortgage banking fees. Finally, as a result of the continued organic deposit growth service charges on deposit accounts increased $92 thousand, or 5.8%, in the third quarter of 2019 compared to the third quarter of 2018.

NON-INTEREST EXPENSES

Total non-interest expenses were $21.4 million and $20.8$43.9 million for the quarterssix months ended SeptemberJune 30, 2019 and 2018, respectively. Salaries and benefits2020. Excluding merger costs, total non-interest expense increased $204was $43.4 million for the six months ended June 30, 2020, an increase of $248 thousand, or 1.8%0.6%, duringfrom the quartersix months ended SeptemberJune 30, 2019 compared to the quarter ended September 30, 2018, primarily as a result of the expansion of staffing levels in several areas, including business development, risk management and customer service personnel.2019. The remainder of the increaselower growth in non-interest expenses wasfor the three and six months ended June 30, 2020 as compared to historical periods primarily a result ofreflects the Corporation's continued growth and the servicing of a larger customer base. Total households serviced at September 30, 2019 were 67,623, compared to 62,854 households at September 30, 2018, reflecting an increase of 7.6% resulting from our core deposit growth strategies in the Private Banking division and the Buffalo market, thereby further enhancing their value contributions to the Corporation. Accordingly, the ratio of non-interest expenses to average assets was 2.46% and 2.69% during the quarters ended September 30, 2019 and 2018, respectively. Going forward, we intend to continue to invest in risk management and customer service resources to support the Corporation’s growth.ongoing focus on expense management.

INCOME TAX EXPENSE

Income tax expense was $2.3of $3.5 million duringfor the threesix months ended SeptemberJune 30, 2019 and $1.7 million during2020 decreased $518 thousand, or 12.9%, from the threesix months ended SeptemberJune 30, 2018, resulting in effective tax rates of 17.9% and 15.4%, respectively. The increase in the2019. Our effective tax rate is primarily attributable to the Corporation’s growth being generated by taxable activities. The effective rateswas 17.0% for the periods differed from the federal statutory rate of 21.0% at Septembersix months ended June 30, 2019 and 2018 principally as a result of tax exempt income from securities and loans, as well as earnings from bank owned life insurance.

RESULTSOF OPERATIONS
Nine Months Ended September 30, 2019 and 2018

OVERVIEW OF THE INCOME STATEMENT

The Corporation had net income of $29.6 million, or $1.94 per diluted share,2020 compared to 17.2% for the ninesix months ended SeptemberJune 30, 2019, compared to $24.8 million, or $1.62 per diluted share, for the comparable period in 2018, reflecting increases of $4.8 million, or 19.5%, and $0.32 per diluted share, or 19.8%, respectively. The increase in earnings and earnings per diluted share are the result of continued strong financial performance driven by organic growth. Total revenue of $105.7 million for the nine months ended September 30, 2019 increased $12.6 million, or 13.5%, from the comparable period in 2018, while total non-interest expense of $64.6 million for the first nine months of 2019 increased $5.3 million, or 8.9%, from the comparable period of 2018. Provision for loan losses of $5.2 million for the first nine months of 2019 increased $581 thousand, or 12.5%, from the comparable period in 2018.

The return on average assets and the return on average equity for the nine months ended September 30, 2019 were 1.18% and 14.14%, respectively, increasing from 1.12% and 13.35%, respectively, for the nine months ended September 30, 2018. When excluding the impact of goodwill and other intangibles, the return on average tangible equity for the nine months ended September 30, 2019 was 16.45%, increasing from 15.91% for the comparable period in 2018. The efficiency ratio of 60.46% for the first nine months of 2019 improved 190 basis points from 62.36% for the first nine months of 2018.

NET INTEREST MARGIN

Net interest margin on a fully tax equivalent basis was 3.75% and 3.77% for the nine months ended September 30, 2019 and 2018, respectively. The yield on earning assets increased 30 basis points to 4.98% for the nine months ended September 30, 2019, from 4.68% for the nine months ended September 30, 2018. The cost of interest-bearing liabilities increased 38 basis points to 1.44% for the nine months ended September 30, 2019 from 1.06% for the nine months ended September 30, 2018.

PROVISION FOR LOAN LOSSES

During the nine months ended September 30, 2019, the Corporation recorded a provision for loan losses of $5.2 million, as compared to a provision for loan losses of $4.6 million for the nine months ended September 30, 2018. Net chargeoffs in the first nine months of 2019 were $4.7 million, compared to net chargeoffs of $1.8 million in the first nine months of 2018. Net chargeoffs of the Bank totaled $3.3 million and $436 thousand during the nine months ended September 30, 2019 and 2018, or 0.17% and 0.03%, respectively, of average Bank loans. Holiday recorded net chargeoffs totaling $1.4 million during the nine months ended September 30, 2019 and 2018, respectively. Please refer to "Provision for Loan Losses" above for the three months ended September 30, 2019 and 2018 for additional detail on provision expense and net charge-offs.

Management believes the provision for loan losses was appropriate and the allowance for loan losses is adequate to absorb probable incurred losses in our portfolio as of September 30, 2019.

NON-INTEREST INCOME

Net realized gains on available-for-sale securities were $148 thousand and zero during the nine months ended September 30, 2019 and 2018, respectively. Net realized and unrealized gains on trading securities were $1.7 million during the nine months ended September 30, 2019, compared to $672 thousand during the nine months ended September 30, 2018, as a result of improvements in equity markets and a $463 thousand gain on sale of a restricted equity security (Visa Class B stock).

The Corporation received 2,905 shares of Visa Class B stock in Visa's 2007 initial public offering. The carrying value of the shares was zero, which represented the Corporation's cost basis. Class B shares are subject to restrictions on transfer, essentially limiting their transferability to other owners of Class B shares. In the second quarter of 2019, the Corporation sold all of its Visa Class B stock.

Excluding the effects of securities gains discussed above, non-interest income was $17.4 million for the nine months ended September 30, 2019, compared to $15.6 million for the nine months ended September 30, 2018.

As a result of its organic deposit growth, the Corporation experienced an increase in service charges in deposit accounts of $624 thousand, or 15.2%, in the first nine months of 2019 compared to the first nine months of 2018, while card processing and interchange income increased $305 thousand, or 9.7%, during the same period. Similarly, wealth and asset management fees increased $331 thousand, or 10.5%, during the same period, primarily as a result of growth in assets under management.

Finally, other non-interest income increased $318 thousand, or 24.9%, in the first nine months of 2019 compared to the first nine months of 2018 due to fluctuations in various fee income categories within other non-interest income.

NON-INTEREST EXPENSES

Total non-interest expenses were $64.6 million and $59.3 million for the nine months ended September 30, 2019 and 2018, respectively. Salaries and benefits expense increased $2.9 million, or 9.5%, during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily as a result of the expansion of staffing levels in several areas, including business development, risk management and customer service personnel. The remainder of the increase in non-interest expenses was primarily a result the Corporation's continued growth and the servicing of a larger customer base. The ratio of non-interest expenses to average assets was 2.58% and 2.69% during the nine months ended September 30, 2019 and 2018, respectively.

INCOME TAX EXPENSE

Income tax expense was $6.3 million during the nine months ended September 30, 2019 and $4.4 million during the nine months ended September 30, 2018, resulting in effective tax rates of 17.5% and 14.9%, respectively. The increase in the effective tax rate is primarily attributable to the Corporation’s growth being generated primarily by taxable activities. The effective tax rates for the periods differed from the federal statutory rate of 21.0% at SeptemberJune 30, 20192020 and 20182019 principally as a result of tax exempttax-exempt income from securities and loans, as well as earnings from bank owned life insurance.

CRITICAL ACCOUNTING POLICIES

The Corporation’s accounting and reporting policies are in accordance with GAAP and conform to general practices within the financial services industry. Accounting and reporting practices for the allowance for loan losses and fair value of securities are deemed critical since they involve the use of estimates and require significant management judgments. In addition, the fair value of assets acquired and liabilities assumed in connection with business combinations, including the associated goodwill that was recorded, required the use of material estimates. Application of assumptions different than those used by management could result in material changes in the Corporation’s financial position or results of operations. Note 1 (Summary of Significant Accounting Policies), Note 2 (Business Combination and Branch Sale),Combinations) Note 43 (Securities) and Note 54 (Loans) of the Corporation’s 20182019 Form 10-K provide additional detail with regard to the Corporation’s accounting for the allowance for loan losses, the fair value of securities, business combinations and loans. As of January 1, 2019, the Corporation adopted certain accounting standard updates related to accounting for leases (Topic 842 - Leases), primarily ASU 2016-02 and subsequent updates. Please refer to Note 10 (Leases) above for additional detail on the requirements and impact to the Corporation's financial statements. There have been no other significant changes in the application of accounting policies since December 31, 2018.2019.


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NON-GAAP FINANCIAL MEASURES

This report contains references to financial measures that are not defined in GAAP. Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).

The following tables reconcile the non-GAAP financial measures to their most directly comparable measures under GAAP.
Calculation of tangible book value per share and tangible common equity/tangible assets:
June 30, 2020December 31, 2019
Shareholders’ equity$330,272  $304,966  
Less goodwill38,730  38,730  
Less core deposit intangible8  160  
Tangible common equity$291,534  $266,076  
Total assets$4,469,551  $3,763,659  
Less goodwill38,730  38,730  
Less core deposit intangible8  160  
Tangible assets$4,430,813  $3,724,769  
Ending shares outstanding15,396,561  15,247,985  
Tangible book value per share$18.94  $17.45  
Tangible common equity/tangible assets6.58 %7.14 %

Calculation of tangible common equity/tangible assets, net of PPP loans (net) and PPPLF:June 30, 2020December 31, 2019
Tangible common equity$291,534  $266,076  
Tangible assets$4,430,813  $3,724,769  
Less: PPP loans, net of deferred processing fees217,007  0  
Less: PPPLF deposits held at the Federal Reserve222,785  0  
Adjusted tangible assets$3,991,021  $3,724,769  
Adjusted tangible common equity/tangible assets7.30 %7.14 %

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(unaudited)(unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
2020201920202019
Calculation of average loans, net of unearned income and PPP:
Average loans, net of unearned$3,000,701  $2,565,819  $2,909,194  $2,534,745  
Less: average PPP loans, net of deferred PPP processing fees175,653  0  87,896  0  
Adjusted average loans, net of unearned income and PPP (non-GAAP)$2,825,048  $2,565,819  $2,821,298  $2,534,745  
Calculation of average total earning assets, net of PPP and PPPLF:
Average total earning assets$3,903,207  $3,115,006  $3,704,135  $3,075,336  
Less: average PPP loans, net of deferred PPP processing fees175,653  0  87,896  0  
Less: estimated average PPP deposits held at the Federal Reserve175,653  0  87,896  0  
Less: average PPPLF deposits held at the Federal Reserve56,918  0  28,459  0  
Adjusted average total earning assets, net of PPP and PPPLF (non-GAAP)$3,494,983  $3,115,006  $3,499,884  $3,075,336  
Calculation of average total assets, net of PPP and PPPLF:
Average total assets$4,149,762  $3,331,373  $3,947,618  $3,289,573  
Less: average PPP loans, net of deferred PPP processing fees175,653  0  87,896  0  
Less: estimated average PPP deposits held at the Federal Reserve175,653  0  87,896  0  
Less: average PPPLF deposits held at the Federal Reserve56,918  0  28,459  0  
Adjusted average total assets, net of PPP and PPPLF (non-GAAP)$3,741,538  $3,331,373  $3,743,367  $3,289,573  


(unaudited)(unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
2020201920202019
Calculation of average yield on earning assets, net of unearned income and PPP:
Investment income (tax equivalent)$3,530  $4,010  $7,803  $8,059  
Add: loan income (tax equivalent)34,817  34,513  70,539  67,556  
Add: other earning asset income (tax equivalent)88  124  517  174  
Total income related to earning assets (tax equivalent) (non-GAAP)$38,435  $38,647  $78,859  $75,789  
Adjusted average total earning assets, net of PPP and PPPLF (non-GAAP)$3,494,983  $3,115,006  $3,499,884  $3,075,336  
Less: average mark to market adjustment on investments (non-GAAP)21,665  2,231  16,936  (277) 
Adjusted average total earning assets, net of market to market, PPP and PPPLF (non-GAAP)$3,473,318  $3,112,775  $3,482,948  $3,075,613  
Adjusted average yield on earning assets, net of unearned income, PPP and PPPLF (non-GAAP) (annualized)4.45 %4.98 %4.55 %4.97 %


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Calculation of net interest margin (fully tax equivalent basis):
Interest income (fully tax equivalent basis) (non-GAAP)$38,435  $38,647  $78,859  $75,789  
Interest expense (fully tax equivalent basis) (non-GAAP)8,135  9,488  18,231  18,483  
Net interest income (fully tax equivalent basis (non-GAAP)$30,300  $29,159  $60,628  $57,306  
Average total earning assets$3,903,207  $3,115,006  $3,704,135  $3,075,336  
Less: average mark to market adjustment on investments21,665  2,231  16,936  (277) 
Adjusted average total earning assets, net of mark to market (non-GAAP)$3,881,542  $3,112,775  $3,687,199  $3,075,613  
Net interest margin, fully tax equivalent basis (non-GAAP) (annualized)3.14 %3.76 %3.31 %3.76 %
Calculation of net interest margin (fully tax equivalent basis), net of PPP and PPPLF:
Net interest income (fully tax equivalent basis (non-GAAP)$30,300  $29,159  $60,628  $57,306  
Adjusted average total earning assets, net of market to market, PPP and PPPLF (non-GAAP)3,473,318  3,112,775  3,482,948  3,075,613  
Net interest margin, fully tax equivalent basis, net of PPP and PPPLF (non-GAAP) (annualized)3.51 %3.76 %3.50 %3.76 %

(unaudited)(unaudited)
June 30,December 31,June 30,
202020192019
Calculation of non-performing assets / Total assets, net of PPP and PPPLF:
Non-performing assets$30,395  $23,430  $15,764  
Total assets$4,469,551  $3,763,659  $3,400,974  
Less: PPP loans, net of deferred fees217,007  0  0  
Less: estimated PPP deposits held at the Federal Reserve217,007  0  0  
Less: PPPLF deposits held at the Federal Reserve222,785  0  0  
Adjusted total assets, net of PPP and PPPLF (non-GAAP)$3,812,752  $3,763,659  $3,400,974  
Adjusted non-performing assets / total assets, net of PPP and PPPLF (non-GAAP)0.80 %0.62 %0.46 %
Calculation of allowance / loans, net of PPP:
Total allowance for loan losses$24,529  $19,473  $21,437  
Total loans net of unearned income$3,030,171  $2,804,035  $2,622,358  
Less: PPP loans, net of deferred fees217,007  0  0  
Adjusted total loans, net of unearned income and PPP (non-GAAP)$2,813,164  $2,804,035  $2,622,358  
Adjusted allowance / loans, net of PPP (non-GAAP)0.87 %0.69 %0.82 %

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(unaudited)(unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
2020201920202019
Calculation of net income and diluted earnings per share excluding merger related expenses:
Net income$8,246  $9,767  $17,059  $19,240  
Add: Merger related expenses (net of tax)365  0  422  0  
Adjusted net income (non-GAAP)$8,611  $9,767  $17,481  $19,240  
Adjusted net income (non-GAAP)$8,611  $9,767  $17,481  $19,240  
Less: net earnings allocated to participating securities(29) (40) (59) (78) 
Adjusted net earnings allocated to common stock (non-GAAP)$8,582  $9,727  $17,422  $19,162  
Weighted average shares15,341  15,168  15,313  15,168  
Adjusted diluted earnings per common share (non-GAAP)$0.56  $0.64  $1.14  $1.26  
Calculation of income before provision expense, income taxes and merger related expenses (1):
Net income before income taxes$10,008  $11,814  $20,545  $23,244  
Add: Merger related expenses (pre-tax)462  0  534  0  
Add: Provision for loan losses5,680  1,788  8,759  3,094  
Net income before provision, income taxes and merger related expenses (non-GAAP)$16,150  $13,602  $29,838  $26,338  
(1) Management believes that this is an important metric as it illustrates the underlying performance of the Corporation, it enables investors and others to assess the Corporation's ability to generate capital to cover credit losses through the credit cycle, and provides consistent reporting with a key metric used by bank regulatory agencies.

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ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a financial institution, the Corporation’s primary source of market risk is interest rate risk, which is the exposure to fluctuations in the Corporation’s future earnings resulting from changes in interest rates. This exposure is correlated to the repricing characteristics of the Corporation’s portfolio of assets and liabilities. Each asset or liability reprices either at maturity or during the life of the instrument.

The principal purpose of asset/liability management is to maximize current and future net interest income within acceptable levels of interest rate risk while satisfying liquidity and capital requirements. Net interest income is enhanced by increasing the net interest margin and the growth in earning assets. As a result, the primary goal of interest rate risk management is to maintain a balance between risk and reward such that net interest income is maximized while risk is maintained at an acceptable level.

The Corporation uses an asset-liability management model to measure the effect of interest rate changes on its net interest income. The Corporation’s management also reviews asset-liability maturity gap and repricing analyses regularly. The Corporation does not always attempt to achieve a precise match between interest sensitive assets and liabilities because it believes that an actively managed amount of interest rate risk is inherent and appropriate in the management of the Corporation’s profitability.

Asset-liability modeling techniques and simulation involve assumptions and estimates that inherently cannot be measured with precision. Key assumptions in these analyses include maturity and repricing characteristics of assets and liabilities, prepayments on amortizing assets, non-maturing deposit sensitivity, and loan and deposit pricing. These assumptions are inherently uncertain due to the timing, magnitude, and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and provide a relative gauge of the Corporation’s interest rate risk position over time.

Management reviews interest rate risk on a quarterly basis and reports to the ALCO. This review includes earnings shock scenarios whereby interest rates are immediately increased and decreased by 100, 200, 300 and 400 basis points. These scenarios, detailed in the table below, indicate that there would not be a significant variance in net interest income over a one-year period due to interest rate changes; however, actual results could vary significantly. At SeptemberJune 30, 2019,2020, all interest rate risk levels according to the model were within the tolerance limits of ALCO-approved policy. In addition, the table does not take into consideration changes that management would make to realign its assets and liabilities in the event of an unexpected changing interest rate environment. Due to the current low interest rate environment, the 300 and 400 basis point declining interest rate scenarios have been excluded from the table.
June 30, 2020
Change in
Basis Points		 % Change in Net
Interest Income
400 (2.5)%
300 (3.2)%
200(2.9)%
100 (3.6)%
(100) (1.7)%
(200)(3.3)%

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September 30, 2019
Change in
Basis Points
 
% Change in Net
Interest Income
400 9.7%
300 6.9%
200 4.4%
100 3.3%
(100) (7.3)%
(200) (8.1)%

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ITEM 4

CONTROLS AND PROCEDURES

The Corporation’s management, under the supervision of and with the participation of the Corporation’s Principal Executive Officer and Principal Financial Officer, has carried out an evaluation of the design and effectiveness of the Corporation’s disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, management, including the Principal Executive Officer and Principal Financial Officer, have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are effective to provide reasonable assurance that all material information required to be disclosed in reports the Corporation files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and formsforms.

There was no significant change in the Corporation’s internal control over financial reporting that occurred during the quarter ended SeptemberJune 30, 20192020 that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.


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PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Corporation or any of its subsidiaries is a party, or of which any of their properties is the subject, except ordinary routine proceedings which are incidental to the business.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Part I, Item IA of the 20182019 Form 10-K.10-K, with the exception of:

The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations and financial condition, and such effects will depend on future developments, that are highly uncertain and difficult to predict.

Since first being reported in December 2019, the novel strain of coronavirus (COVID-19) has spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19.

Global health concerns relating to the COVID-19 pandemic outbreak and related government actions taken to reduce the spread of the virus have significantly and adversely affected the macroeconomic environment, and the outbreak has significantly increased economic uncertainty and reduced economic activity. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. Such measures have significantly contributed to rising unemployment and negatively impacted consumer and business spending. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the pandemic, including the passage of the CARES Act, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion.

The COVID-19 pandemic continues to adversely impact our business, workforce, as well as the operations of our borrowers, customers and business partners. In particular, we may experience financial losses due to a number of operational factors impacting us or our borrowers, customers or business partners, including but not limited to:

•credit losses resulting from financial stress being experienced by our borrowers as a result of the outbreak and related governmental actions, particularly in the hospitality, energy and restaurant industries, but across other industries as well;

•declines in collateral values;

•third party disruptions, including outages at network providers and other suppliers;

•increased cyber and payment fraud risk, as cybercriminals attempt to profit from the disruption, given increased online and remote activity; and

•operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions.

These factors may persist for a significant period of time and may continue to adversely affect our business, results of operations and financial condition even after the COVID-19 pandemic has subsided.

The COVID-19 pandemic has caused us to modify our business practices (including restricting employee travel and developing work from home and social distancing plans for our employees), and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the pandemic or will otherwise be satisfactory to government authorities.

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The extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, each of which is highly uncertain and difficult to predict, including, but not limited to, the duration and spread of the pandemic, its severity, the various responsive measures, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of the global economic impact of the pandemic, including the availability of and access to credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future.

The ultimate impact of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. Nevertheless, any of the negative effects of the COVID-19 pandemic, including those described above, alone or in combination with others, may have a material adverse effect on our results of operations, financial condition and cash flows. Any of these negative impacts, alone or in combination with others, could exacerbate many of the risk factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to any purchase of shares of the Corporation’s common stock made by or on behalf of the Corporation for the three months ended SeptemberJune 30, 2019.2020.
PeriodTotal Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or approximate dollar value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1 – 31, 20190
 $0
 0
 249,731
August 1 – 31, 20190
 0
 0
 249,731
September 1 – 30, 20190
 0
 0
 249,731
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or approximate dollar value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1 – 30, 20200  $0  0  249,731  
May 1 – 31, 20200  0  0  249,731  
June 1 – 30, 20200  0  0  249,731  
 
(1)The Corporation’s stock repurchase program, which was announced on November 12, 2014, authorizes the repurchase of up to 500,000 shares of common stock. The program will remain in effect until fully utilized or until modified, suspended or terminated. As of September 30, 2019, there were 249,731 shares remaining in the program.
(1)The Corporation’s stock repurchase program, which was approved by the Corporation's Board of Directors on November 12, 2014, authorizes the repurchase of up to 500,000 shares of common stock. The program will remain in effect until fully utilized or until modified, suspended or terminated. As of June 30, 2020, there were 249,731 shares remaining in the program.

Additionally, during the quarter ended SeptemberJune 30, 2019,2020, certain employees surrendered shares of common stock owned by them to satisfy their statutory minimum U.S. federal and state tax obligations associated with the vesting of shares of restricted common stock issued under the 2019 Stock Incentive Plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.
ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.
ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS
Exhibit No.Description
Exhibit No.31.1Description
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definitions Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CNB FINANCIAL CORPORATION
(Registrant)
DATE: August 6, 2020CNB FINANCIAL CORPORATION
(Registrant)
DATE: November 6, 2019/s/ Joseph B. Bower, Jr.
Joseph B. Bower, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
DATE: NovemberAugust 6, 20192020/s/ Tito L. Lima
Tito L. Lima
Treasurer
(Principal Financial and Accounting Officer)


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