UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Form10-Q

 

 

 

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

for the quarterly period ended SeptemberJune 30, 20172018

or

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from    

333-201017

(Commission File Number)

 

 

RIVERVIEW FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania 38-3917371

(State of

incorporation)

 

(IRS Employer

Identification Number)

3901 North Front Street, Harrisburg, PA 17110
(Address of principal executive offices) (Zip code)

(717)957-2196

(Registrant’s telephone number, including area code)

 

 

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 RegulationS-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, anon-accelerated filer or a smaller reporting company as defined in Rule12b-2 of the Exchange Act.

 

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

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

Indicate by check mark whether the registrant is a shell company as defined in Rule12b-2 of the Exchange Act.    Yes  ☐    No  ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date: 9,026,3959,095,124 at OctoberJuly 30, 2017.2018.

 

 

 


RIVERVIEW FINANCIAL CORPORATION

FORM10-Q

For the Quarter Ended SeptemberJune 30, 20172018

 

Contents

  Page No. 
PART I. FINANCIAL INFORMATION:  
Item 1. Financial Statements (Unaudited)  
 Consolidated Balance Sheets at SeptemberJune 30, 20172018 and December 31, 20162017   3 

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Three and NineSix Months Ended

    September June 30, 20172018 and 20162017

   4 

Consolidated Statements of Changes in Stockholders’ Equity for the NineThree and Six Months Ended SeptemberJune 30, 2018 and 2017

    and 2016

   5 
 Consolidated Statements of Cash Flows for the NineSix Months Ended SeptemberJune 30, 20172018 and 20162017   6 
 Notes to Consolidated Financial Statements   7 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   2628 
Item 3. Quantitative and Qualitative Disclosures About Market Risk   3538 
Item 4. Controls and Procedures   3538 
PART II OTHER INFORMATIONINFORMATION:  
Item 1. Legal Proceedings   3639 
Item 1A. Risk Factors   3639 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   3639 
Item 3. Defaults upon Senior Securities   3639 
Item 4. Mine Safety Disclosures   3639 
Item 5. Other Information   3639 
Item 6. Exhibits   3639 
 Signatures   3740 


Riverview Financial Corporation

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands, except per share data)

 

  September 30,
2017
 December 31,
2016
   June 30,
2018
 December 31,
2017
 

Assets:

      

Cash and due from banks

  $8,425  $7,783   $13,139  $9,413 

Interest-bearing deposits in other banks

   10,741  11,337    23,481  16,373 

Federal funds sold

   

Investment securitiesavailable-for-sale

   56,874  73,113    87,908  93,201 

Loans held for sale

   519  652    873  254 

Loans, net

   560,187  409,343    939,887  955,971 

Less: allowance for loan losses

   5,404  3,732    6,401  6,306 
  

 

  

 

   

 

  

 

 

Net loans

   554,783  405,611    933,486  949,665 

Premises and equipment, net

   12,163  12,201    18,542  18,631 

Accrued interest receivable

   1,995  1,726    2,786  3,237 

Goodwill

   5,079  5,408    24,754  24,754 

Intangible assets

   1,099  1,405    3,935  4,376 

Other assets

   29,701  23,812    42,900  43,703 
  

 

  

 

   

 

  

 

 

Total assets

  $681,379  $543,048   $1,151,804  $1,163,607 
  

 

  

 

   

 

  

 

 

Liabilities:

      

Deposits:

      

Noninterest-bearing

  $76,214  $73,932   $170,232  $155,895 

Interest-bearing

   498,736  378,628    847,490  870,585 
  

 

  

 

   

 

  

 

 

Total deposits

   574,950  452,560    1,017,722  1,026,480 

Short-term borrowings

   37,250  31,500    6,000 

Long-term debt

   6,503  11,154    13,091  13,233 

Accrued interest payable

   213  192    449  468 

Other liabilities

   5,084  5,722    10,075  11,170 
  

 

  

 

   

 

  

 

 

Total liabilities

   624,000  501,128    1,041,337  1,057,351 
  

 

  

 

   

 

  

 

 

Stockholders’ equity:

      

Preferred stock: no par value, authorized 3,000,000 shares; Series A convertible perpetual preferred stock

   

Common stock: no par value, authorized 20,000,000 shares; September 30, 2017, issued and outstanding 4,892,143 shares; December 31, 2016, issued and outstanding 3,237,859 shares

   45,427  29,052 

Common stock: no par value, authorized 20,000,000 shares; June 30, 2018, issued and outstanding 9,094,986 shares; December 31, 2017, issued and outstanding 9,069,363 shares

   100,790  100,476 

Capital surplus

   243  220    424  423 

Retained earnings

   12,848  14,845    11,625  6,936 

Accumulated other comprehensive loss

   (1,139 (2,197   (2,372 (1,579
  

 

  

 

   

 

  

 

 

Total stockholders’ equity

   57,379  41,920    110,467  106,256 
  

 

  

 

   

 

  

 

 

Total liabilities and stockholders’ equity

  $681,379  $543,048   $1,151,804  $1,163,607 
  

 

  

 

   

 

  

 

 

See notes to consolidated financial statements.

Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(Dollars in thousands, except per share data)

 

  Three Months Ended Nine Months Ended   Three Months Ended Six Months Ended 

September 30,

  2017 2016 2017 2016 

June 30,

  2018 2017 2018 2017 

Interest income:

          

Interest and fees on loans:

          

Taxable

  $5,717  $4,598  $14,991  $13,362   $11,226  $4,989  $23,467  $9,274 

Tax-exempt

   146  87  361  261    235  107  469  215 

Interest and dividends on investment securitiesavailable-for-sale:

          

Taxable

   477  539  1,607  1,375    542  566  1,065  1,130 

Tax-exempt

   47  53  140  280    81  46  163  93 

Dividends

   1  3  8      3 

Interest on interest-bearing deposits in other banks

   31  13  78  41    101  24  180  47 

Interest on federal funds sold

   2   12  2    10  4  20  10 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total interest income

   6,420  5,291  17,192  15,329    12,195  5,736  25,364  10,772 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Interest expense:

          

Interest on deposits

   821  447  2,021  1,375    1,723  668  3,277  1,200 

Interest on short-term borrowings

   112  3  197  59    63  30  85 

Interest on long-term debt

   75  77  228  214    192  78  368  153 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total interest expense

   1,008  527  2,446  1,648    1,915  809  3,675  1,438 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net interest income

   5,412  4,764  14,746  13,681    10,280  4,927  21,689  9,334 

Provision for loan losses

   610  29  1,734  284    519  390  1,124 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net interest income after provision for loan losses

   4,802  4,735  13,012  13,397    10,280  4,408  21,299  8,210 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Noninterest income:

          

Service charges, fees and commissions

   270  315  899  933    1,651  292  2,879  629 

Commission and fees on fiduciary activities

   31  34  92  88    235  31  445  61 

Wealth management income

   179  194  631  531    219  194  373  452 

Mortgage banking income

   205  210  434  401    189  147  359  229 

Bank owned life insurance investment income

   107  118  254  276    199  74  390  147 

Net gain on sale of investment securitiesavailable-for-sale

   43  152  106  484    40  64  40  63 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total noninterest income

   835  1,023  2,416  2,713    2,533  802  4,486  1,581 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Noninterest expense:

          

Salaries and employee benefits expense

   2,928  2,334  8,521  6,611    5,221  2,757  10,543  5,593 

Net occupancy and equipment expense

   615  538  1,895  1,617    1,012  634  2,134  1,280 

Amortization of intangible assets

   71  95  306  247    220  71  441  235 

Net cost of operation of other real estate owned

   (13 83  161  214    2  138  1  174 

Other expenses

   1,566  1,283  4,488  4,004    2,953  1,441  5,825  2,922 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total noninterest expense

   5,167  4,333  15,371  12,693    9,408  5,041  18,944  10,204 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Income (loss) before income taxes

   470  1,425  57  3,417    3,405  169  6,841  (413

Income tax expense (benefit)

   69  454  44  838    618  (10 1,243  (25
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net income (loss)

   401  971  13  2,579    2,787  179  5,598  (388
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Other comprehensive income:

          

Unrealized gain (loss) on investment securitiesavailable-for-sale

   (50 (148 1,708  940    112  1,246  (963 1,758 

Reclassification adjustment for net (gain) loss on sale of investment securitiesavailable-for-sale included in net income (loss)

   (43 (152 (106 (484   (40 (64 (40 (63
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Other comprehensive income (loss)

   (93 (300 1,602  456    72  1,182  (1,003 1,695 

Income tax expense (benefit) related to other comprehensive income

   (32 (102 544  155    15  402  (210 576 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Other comprehensive income (loss), net of income taxes

   (61 (198 1,058  301    57  780  (793 1,119 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Comprehensive income

  $340  $773  $1,071  $2,880   $2,844  $959  $4,805  $731 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Per share data:

          

Net income:

     

Net income (loss):

     

Basic

  $0.08  $0.30  $0.03  $0.80   $0.31  $0.04  $0.62  $(0.08

Diluted

  $0.08  $0.30  $0.03  $0.80   $0.31  $0.04  $0.62  $(0.08

Average common shares outstanding:

          

Basic

   4,880,676  3,224,053  4,002,165  3,214,967    9,089,011  3,655,446  9,084,054  3,555,629 

Diluted

   4,945,456  3,244,688  4,060,813  3,237,553    9,134,248  3,726,939  9,136,004  3,555,629 

Dividends declared

  $0.14  $0.14  $0.41  $0.41   $0.10  $0.14  $0.10  $0.28 

See notes to consolidated financial statements.

Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands, except per share data)

 

  Preferred
Stock
 Common
Stock
   Capital
Surplus
   Retained
Earnings
 Accumulated
Other
Comprehensive
Income (Loss)
 Total   Preferred
Stock
 Common
Stock
   Capital
Surplus
   Retained
Earnings
 Accumulated
Other
Comprehensive
Income (Loss)
 Total 

Balance, January 1, 2016

   $28,681   $180   $13,550  $(108 $42,303 

Balance, January 1, 2018

  $   $100,476   $423   $6,936  $(1,579 $106,256 

Net income

        2,579   2,579         5,598   5,598 

Other comprehensive income, net of income taxes

        301  301 

Other comprehensive income (loss), net of income taxes

        (793 (793

Compensation cost of option grants

      31     31       1     1 

Issuance under ESPP, 401k and Dividend Reinvestment plans: 23,923 shares

   274       274 

Dividends declared, $0.41 per share

        (1,327  (1,327

Issuance under ESPP, 401k and Dividend Reinvestment plans: 20,862 shares

   265       265 

Exercise of stock options: 4,761 shares

   49       49 

Dividends declared, $0.10 per share

        (909  (909
  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

   

 

   

 

  

 

  

 

 

Balance, September 30, 2016

   $28,955   $211   $14,802  $193  $44,161 

Balance, June 30, 2018

  $   $100,790   $424   $11,625  $(2,372 $110,467 
  

 

  

 

   

 

   

 

  

 

  

 

 
  

 

  

 

   

 

   

 

  

 

  

 

 

Balance, January 1, 2017

   $29,052   $220   $14,845  $(2,197 $41,920    $29,052   $220   $14,845  $(2,197 $41,920 

Net income

        13   13 

Net loss

        (388  (388

Other comprehensive income, net of income taxes

        1,058  1,058         1,119  1,119 

Compensation cost of option grants

      23     23       15     15 

Issuance of 269,885 common shares

   2,658       2,658    2,658       2,658 

Issuance of 1,348,809 preferred shares

  $13,283        13,283   $13,283        13,283 

Preferred shares converted into common shares

   (13,283 13,283          (13,283 13,283       

Issuance under ESPP, 401k and Dividend Reinvestment plans: 29,840 shares

   373       373 

Exercise of stock options: 5,750 shares

   61       61 

Dividends declared: $0.41 per share

        (2,010  (2,010

Issuance under ESPP, 401k and Dividend Reinvestment plans: 9,614 shares

   247       247 

Dividends declared, $0.28 per share

        (1,339  (1,339
  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

   

 

   

 

  

 

  

 

 

Balance, September 30, 2017

  $  $45,427   $243   $12,848  $(1,139 $57,379 

Balance, June 30, 2017

  $   $45,240   $235   $13,118  $(1,078 $57,515 
  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

   

 

   

 

  

 

  

 

 

See notes to consolidated financial statements.

Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands, except per share data)

 

For the Nine Months Ended September 30,

  2017 2016 

For the Six Months Ended June 30,

  2018 2017 

Cash flows from operating activities:

      

Net income (loss)

  $13  $2,579   $5,598  $(388

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

      

Depreciation of premises and equipment

   586  533 

Depreciation and amortization of premises and equipment

   619  392 

Provision for loan losses

   1,734  284    390  1,124 

Stock based compensation

   23  31    1  15 

Net amortization of investment securitiesavailable-for-sale

   315  389    402  195 

Net cost of operation of other real estate owned

   161  214    1  174 

Net gain on sale of investment securitiesavailable-for-sale

   (106 (484

Net loss on sale of investment securitiesavailable-for-sale

   (40 (63

Amortization of purchase adjustment on loans

   (127 (704   (2,613 (98

Amortization of intangible assets

   306  247    441  235 

Deferred income taxes

   (47 384    1,072  (47

Proceeds from sale of loans originated for sale

   20,733  18,329    13,337  11,606 

Net gain on sale of loans originated for sale

   (434 (401   (359 (229

Loans originated for sale

   (20,166 (17,654   (13,597 (11,762

Bank owned life insurance investment income

   (254 (276   (390 (147

Net change in:

      

Accrued interest receivable

   (269 (107   451  75 

Other assets

   (1,255 (208   60  (785

Accrued interest payable

   21  (16   (19 2 

Other liabilities

   (638 (196   (1,095 (674
  

 

  

 

   

 

  

 

 

Net cash provided by (used in) operating activities

   596  2,944    4,259  (375
  

 

  

 

   

 

  

 

 

Cash flows from investing activities:

      

Investment securitiesavailable-for-sale:

      

Purchases

   (40,916   (6,839 

Proceeds from repayments

   1,805  7,420    5,942  1,260 

Proceeds from sales

   15,827  37,526    4,825  5,564 

Proceeds from the sale of other real estate owned

   613  1,129    196  433 

Net decrease in restricted equity securities

   (341 1,489    146  83 

Net (increase) decrease in loans

   (151,072 9,996 

Business disposition (acquisition), net of cash

   329  (894

Net decrease (increase) in loans

   18,351  (95,517

Business disposition, net of cash

   329 

Purchases of premises and equipment

   (548 (447   (530 (323

Purchases of bank owned life insurance

   (5,017 (27

Proceeds from bank owned life insurance

   279 

Purchase of bank owned life insurance

   (21 (16
  

 

  

 

   

 

  

 

 

Net cash provided by (used in) investing activities

   (138,404 15,555    22,070  (88,187
  

 

  

 

   

 

  

 

 

Cash flows from financing activities:

      

Net increase in deposits

   122,390  10,651    (8,758 71,335 

Net increase (decrease) in short-term borrowings

   5,750  (36,575   (6,000 (1,500

Repayment of long-term debt

   (5,251 (143   (142 (165

Proceeds from long-term debt

   600  2,050    600 

Issuance under ESPP, 401k and DRP plans

   373  274    265  247 

Issuance of common stock

   15,941  

Proceeds from exercise of stock options

   61     49  15,941 

Cash dividends paid

   (2,010 (1,327   (909 (1,339
  

 

  

 

   

 

  

 

 

Net cash provided by (used in) financing activities

   137,854  (25,070   (15,495 85,119 
  

 

  

 

   

 

  

 

 

Net increase (decrease) in cash and cash equivalents

   46  (6,571   10,834  (3,443

Cash and cash equivalents - beginning

   19,120  22,688 

Cash and cash equivalents—beginning

   25,786  19,120 
  

 

  

 

   

 

  

 

 

Cash and cash equivalents - ending

  $19,166  $16,117 

Cash and cash equivalents—ending

  $36,620  $15,677 
  

 

  

 

   

 

  

 

 

Supplemental disclosures:

      

Cash paid during the period for:

      

Interest

  $2,425  $1,664   $3,694  $1,436 
  

 

  

 

   

 

  

 

 

Income taxes

  $  $    
  

 

  

 

   

 

  

 

 

Noncash items from investing activities:

      

Other real estate acquired in settlement of loans

  $293  $1,348   $51  $187 
  

 

  

 

   

 

  

 

 

See notes to consolidated financial statements.

Riverview Financial Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

1. Summary of significant accounting policies:

Nature of Operations

Riverview Financial Corporation, (the “Company” or “Riverview”), a bank holding company incorporated under the laws of Pennsylvania, provides a full range of financial services through its wholly-owned subsidiary, Riverview Bank (the “Bank”). On October 2, 2017, the Company announced the completion of its merger of equals with CBT Financial Corp. (“CBT”), effective October 1, 2017 pursuant to the Agreement and Plan of Merger between Riverview and CBT, dated April 19, 2017. On the effective date, CBT was merged with and into Riverview, with Riverview surviving (the “merger”). Additionally, CBT Bank, the wholly-owned subsidiary of CBT, merged with and into Riverview Bank, the wholly-owned subsidiary of Riverview, with Riverview Bank as the surviving institution. The Company’s financial results reflect the merger of CBT Bank with and into Riverview Bank under the purchase method of accounting, with the Company services its retailtreated as the acquirer for accounting and commercial customers through 17 community bankingreporting purposes. As a result, the historical financial information included in the Company’s consolidated financial statements and related notes as reported in this Form10-Q is that of Riverview.

Riverview Bank, with 30 full service offices and three limited purpose offices, located withinis a full service commercial bank offering a wide range of traditional banking services and financial advisory, insurance and investment services to individuals, municipalities and small to medium sized businesses in the Pennsylvania market areas of Berks, Blaire, Centre, Clearfield, Dauphin, Huntingdon, Lebanon, Lycoming, Northumberland, Perry, Schuylkill and Somerset Counties in Pennsylvania.

Basis of presentation:

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP’) for interim financial information and with the instructions to Form10-Q and Article 8 ofRegulation S-X. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year’s presentation. These reclassifications did not have any effect on the operating results or financial position of the Company. The operating results and financial position of the Company for the three and ninesix months ended and as of SeptemberJune 30, 2017,2018, are not necessarily indicative of the results of operations and financial position that may be expected in the future. The condensed consolidated balance sheet at December 31, 20162017 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for complete financial statements. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 20162017 Annual Report on Form10-K, filed on March 29, 2017.23, 2018.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that are particularly susceptible to material change in the near term relate to the determination of the allowance for loan losses, fair value of financial instruments, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, the valuation of deferred tax assets, the determination of other-than-temporary impairment losses on securities and impairment of goodwill. Actual results could differ from those estimates.

Recent Accounting Standards

In January 2016, the FASBFinancial Accounting Standards Board, (“FASB”) issued ASUNo. 2016-01, “Financial Instruments - Overall (Subtopic825-10): Recognition“Recognition and Measurement of Financial Assets and Financial Liabilities”. The amendments inThis ASU2016-01, among other things: addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments by making targeted improvements to GAAP as follows: (i) require equity investments, (exceptexcept those accounted for under the equity method of accounting or those that result in consolidation of the investee)investee, to be measured at fair value with changes in fair value recognized in net income; require public business entitiesincome. However, an entity may choose to usemeasure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the exit price notion when measuringidentical or a similar investment of the same issuer; (ii) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; (iii) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for disclosure purposes; require separate presentation of financial assets and liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); andentities that are not public business entities; (iv) eliminate the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost.cost on the balance sheet; (v) require

public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (vi) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (vii) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset , securities or loans and receivables, on the balance sheet or the accompanying notes to the financial statements; and (viii) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related toavailable-for-sale securities in combination with the entity’s other deferred tax assets. The amendments in this ASU are effectiveCompany measured the fair value of its loan portfolio using an exit price notion for public companies forthe fiscal years beginning after December 15,31, 2017, including interim periods within those fiscal years.thereafter. The Company is currently assessing the impact thatadoption of ASU2016-01 will have on its consolidated financial statements. The Company doesdid not expect the adoption of the new accounting guidance to have a material effect on itsour consolidated financial statements, and expects the fair values of financial instruments disclosed in the footnotes to conform to a market participant’s view for measurement and disclosure purposes.statements.

In February 2016, the FASB issued ASUNo. 2016-02, “Leases (Topic 842)”. Among other things, in the amendments in ASU2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and aright-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 and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any

transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently assessing the impact that ASU2016-02 will have on its consolidated financial statements.

In March 2016, the FASB issued ASUNo. 2016-07, “Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting”. The amendments in this ASU eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on astep-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. In addition, the amendments in this ASU require that an entity that has anavailable-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments were effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early adoption is permitted. The adoption of ASUNo. 2016-07 did not have a material effect on our consolidated financial statements.

In March 2016, the FASB issued ASUNo. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Shares-Based Payment Accounting”. The amendments in this ASU simplify several aspects of the accounting for share-based payment award transactions including: income tax consequences; classification of awards as either equity or liabilities; and classification on the statement of cash flows. The amendments were effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASUNo. 2016-09 did not have a material effect on our consolidated financial statements.

In June 2016, the FASB ASUNo. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. ASU2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in earlier recognition of credit losses. ASU2016-13 also requires new disclosures for financial assets measured at amortized cost, loans andavailable-for-sale debt securities. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We have dedicated staff and resources in place evaluatingto evaluate the Company’s options including evaluating the appropriate model options and collecting and reviewing loan data for use in these models. The Company is currently still assessing the impact that this new guidance will have on its consolidated financial statements.

In August 2016, the FASB issued ASUNo. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. The update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This new accounting guidance will be effective for interim and annual reporting periods beginning after December 15, 2019. The Company does not expect the adoption of the new accounting guidance to have a material effect on the statement of cash flow.flows.

In December 2016, the FASB issued ASUNo. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”.ASU 2016-20 updates the new revenue standard by clarifying issues that have arisen fromASU 2014-09, but does not change the core principle of the new standard. The issues addressed in this ASU include: (i) Loan guarantee fees; (ii) Impairment testing of contract costs; (iii) Interaction of impairment testing with guidance in other topics; (iv) Provisions for losses on construction-type and production-type contracts; (v) Scope of Topic 606; (vi) Disclosure of remaining performance obligations; (vii) Disclosure of prior-period performance obligations; (viii) Contract modifications; (ix) Contract asset vs. receivable; (x) Refund liability; (xi) Advertising costs; (xii) Fixed-odds wagering contracts in the casino industry; and (xiii) Cost capitalization for advisors to private funds and public funds. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this new guidance recognized at the date of initial application. OurSince the guidance does not apply to revenue is comprised of netassociated with financial instruments, including loans and securities that are accounted for under other GAAP, the new guidance did not have a material impact on revenue most closely associated with financial instruments, including interest income and expense. The Company completed its overall assessment of revenue streams and review of related contracts potentially affected by the ASU, including trust and asset management fees, deposit related fees, and interchange fees. Based on financial assets and financial liabilities,this assessment, the Company concluded that ASU2014-09 did not materially change the method in which is explicitly excluded from the scope ofCompany currently recognizes revenue for these revenue streams. The Company adopted ASUASU 2014-09 andnon-interest income.ASU 2016-20 and2014-09 could require us to change how we recognize certain revenue streams withinnon-interest its related amendments on its required effective date of January 1, 2018 utilizing the modified retrospective approach. Since there was no net income however, we do not expect these changes to have a significant impact on our financial statements. We continue to evaluateupon adoption of the impact ofASU 2016-20 and2014-09 on our Company and expect to adopt the standard in the first quarter of 2018 withnew guidance, a cumulative effect adjustment to opening retained earnings if such adjustment iswas not deemed to be significant.necessary. The adoption ofASU 2016-20 and2014-09 did not have a material effect on our consolidated financial statements. See Note 8 Revenue Recognition for more information.

In January 2017, FASB issued ASUNo. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The ASU clarifies the definition of a business to assist with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The guidance isadoption of ASUNo. 2017-01 did not expected to have a significant impactmaterial effect on the Company’sour consolidated financial positions, results of operations or disclosures.statements.

In January 2017, the FASB issued ASUNo. 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the 2015 22, 2016 and November 17, 2016 EITF Meetings”. The ASU adds an SEC paragraph to ASUs2014-09,2016-02 and2016-13 which specifies the SEC staff view that a registrant should evaluate ASUs that have not yet been adopted to determine the appropriate disclosure about the potential material effects of those ASUs on the financial statements when adopted. The guidance also specifies the SEC staff view on financial statement disclosures when the company does not know or cannot reasonably estimate the impact that adoption of the ASUs will have on the financial statements. The ASU also conforms to SEC guidance on accounting for tax benefits resulting from investments in affordable housing projects to the guidance in ASU2014-01, Investments - Investments—Equity Method and Joint Ventures (Topic 323). The amendments in this update are effective upon issuance. The guidance did not have a significant impact on our consolidated financial statements.

In January 2017, FASB issued ASUNo. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. The Company should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The impairment charge is limited to the amount of goodwill allocated to that reporting unit. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The guidance is not expected to have a significant impact on the Company’s financial positions, results of operations or disclosures.

In February 2017, the FASB issued ASUNo. 2017-05, “Other Income - Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Topic 610): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”. The amendments clarify that a financial asset is within the scope of Topic 610 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of Topic 610 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Topic 610 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. The guidance is effective for public business entities for annual periods beginning after December 15, 2017 and interim periods therein. Entities may use either a full or modified approach to adopt the ASU. The Company is assessingadoption of ASUNo. 2017-05 and doesdid not expect it to have a material impacteffect on its accounting and disclosures.our consolidated financial statements.

In March 2017, the FASB issued ASUNo. 2017-07, “Compensation - “Compensation—Retirement Benefits (Topic 715)”, which requires employers that offer or maintain defined benefit plans to disaggregate the service component from the other components of net benefit cost and provides guidance on presentation of the service component and the other components of net benefit cost in the statement of operations. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is currently evaluating the potential impactadoption of this standardASUNo. 2017-07 did not have a material effect on itsour consolidated financial statements.

In March 2017, FASB issued ASUNo. 2017-08, “Receivables - “Receivables—Nonrefundable Fees and Other Costs (Topic 310), Premium Amortization on Purchased Callable Debt Securities”. These amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments should be applied on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is assessing the impact of ASU2017-08 on its accounting and disclosures.

In May 2017, the FASB issued ASUNo. 2017-09, “Compensation - “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”. This ASU clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Specifically, an entity would not apply modification accounting if the fair value, vesting

conditions, and classification of the awards are the same immediately before and after the modification. This ASU is effective for fiscal years beginning after December 15, 2017, and interims periods within those fiscal years. The Company does not expect the adoption of the guidance toASUNo. 2017-09 did not have a material impacteffect on our consolidated financial statements.

In August 2017, FASB issued ASUNo. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.”Activities”. The amendments in the Update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The guidance is not expected to have a significant impact on the Company’s financial positions, results of operations or disclosures.

In September 2017, the FASB issued ASUNo. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842)”. This Accounting Standards Update adds SEC paragraphs pursuant to the SEC Staff Announcement at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. The July announcement addresses Transition Related to Accounting Standards UpdatesNo. 2014-09, Revenue from Contracts with Customers (Topic 606), andNo. 2016-02, Leases (Topic 842). This Update also supersedes SEC paragraphs pursuant to the rescission of SEC Staff Announcement, “Accounting for Management Fees Based on a Formula,” effective upon the initial adoption of Topic 606, Revenue from Contracts with Customers, and SEC Staff Announcement, “Lessor Consideration of Third-Party Value Guarantees,” effective upon the initial adoption of Topic 842, Leases. The amendments in this Update also rescind three SEC Observer Comments effective upon the initial adoption of Topic 842. One SEC Staff Observer comment is being moved to Topic 842. The adoption of ASU2017-13 did not have a material effect on our consolidated financial statements.

In November 2017, the FASB issued ASUNo. 2017-14 “Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606)”. This Accounting Standards Update amends SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 116 and SEC ReleaseNo. 33-10403, which bring existing guidance into conformity with Topic 606, Revenue from Contracts with Customers. The adoption of ASUNo. 2017-14 did not have a material effect on our consolidated financial statements.

In February 2018, the FASB issued ASUNo. 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. The amendments in this Update allow for a reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the Company elected to early adopt this guidance effective December 31, 2017. The adoption of ASUNo. 2018-02 resulted in a reclassification of stranded tax effects of $259 from accumulated other comprehensive income (loss) to retained earnings.

In February 2018, the FASB issued ASUNo. 2018-03, “Technical Corrections and Improvements to Financial Instruments — Overall (Subtopic825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”, which makes minor changes to the ASUNo. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. The technical corrections affect the following aspects of the ASU: (i) equity securities without a readily determinable fair value — discontinuation; (ii) equity securities without a readily determinable fair value — adjustments; (iii) forward contracts and purchased options; (iv) presentation requirements for certain fair value option liabilities; (v) fair value option liabilities denominated in a foreign currency and (vi) transition guidance for equity securities without a readily determinable fair value. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. The adoption of ASUNo. 2018-03 did not have a material effect on our consolidated financial statements.

In March 2018, the FASB has issued ASUNo. 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin [SAB] No. 118”. The ASU adds seven paragraphs to ASC 740, Income Taxes, that contain SEC guidance related to SAB 118 codified as SEC SAB Topic 5.EE, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act”). The adoption of ASUNo. 2018-05 did not have a material effect on our consolidated financial statements.

In May 2018, the FASB issued ASUNo. 2018-06, “Codification Improvements to Topic 942, Financial Services—Depository and Lending”. The amendments in this Update supersede the guidance in Subtopic942-740, Financial Services—Depository and Lending—Income Taxes, that is related to Circular 202 because that guidance has been rescinded by the Office of the Comptroller of the Currency (“OCC”) and no longer is relevant. The amendments in this Update were effective upon issuance of this Update. The adoption of ASUNo. 2018-06 did not have a material effect on our consolidated financial statements.

2. Other comprehensive income (loss):

The components of other comprehensive income (loss) and their related tax effects are reported in the Consolidated Statements of Income and Comprehensive Income (Loss). The accumulated other comprehensive income (loss) included in the Consolidated Balance Sheets relates to net unrealized gains and losses on investment securitiesavailable-for-sale and benefit plan adjustments.

The components of accumulated other comprehensive income (loss) included in stockholders’ equity at SeptemberJune 30, 20172018 and December 31, 20162017 is as follows:

 

  September 30,
2017
   December 31,
2016
   June 30,
2018
   December 31,
2017
 

Net unrealized loss on investment securitiesavailable-for-sale

  $(911  $(2,513  $(2,134  $(1,131

Related income taxes

   (310   (854   (448   (238
  

 

   

 

   

 

   

 

 

Net of income taxes

   (601   (1,659   (1,686   (893
  

 

   

 

   

 

   

 

 

Benefit plan adjustments

   (815   (815   (869   (869

Related income taxes

   (277   (277   (183   (183
  

 

   

 

   

 

   

 

 

Net of income taxes

   (538   (538   (686   (686
  

 

   

 

   

 

   

 

 

Accumulated other comprehensive income (loss)

  $(1,139  $(2,197  $(2,372  $(1,579
  

 

   

 

   

 

   

 

 

Other comprehensive income (loss) and related tax effects for the three and ninesix months ended SeptemberJune 30, 20172018 and 20162017 is as follows:

 

Three months ended September 30,

  2017   2016 

Unrealized loss on investment securitiesavailable-for-sale

  $(50  $(148

Net gain on the sale of investment securitiesavailable-for-sale (1)

   (43   (152
  

 

 

   

 

 

 

Other comprehensive loss before taxes

   (93   (300

Income tax expense (benefit)

   (32   (102
  

 

 

   

 

 

 

Other comprehensive loss

  $(61  $(198
  

 

 

   

 

 

 

Nine months ended September 30,

  2017   2016 

Unrealized gain on investment securitiesavailable-for-sale

  $1,708   $940 

Net gain on the sale of investment securitiesavailable-for-sale (1)

   (106   (484
  

 

 

   

 

 

 

Other comprehensive income before taxes

   1,602    456 

Income tax expense (benefit)

   544    155 
  

 

 

   

 

 

 

Other comprehensive income

  $1,058   $301 
  

 

 

   

 

 

 

Three months ended June 30,

  2018  2017 

Unrealized gain (loss) on investment securitiesavailable-for-sale

  $112  $1,246 

Net (gain) loss on the sale of investment securitiesavailable-for-sale (1)

   (40  (64
  

 

 

  

 

 

 

Other comprehensive income (loss) before taxes

   72   1,182 

Income tax expense (benefit)

   15   402 
  

 

 

  

 

 

 

Other comprehensive income (loss)

  $57  $780 
  

 

 

  

 

 

 

Six months ended June 30,

  2018  2017 

Unrealized gain (loss) on investment securitiesavailable-for-sale

  $(963 $1,758 

Net (gain) loss on the sale of investment securitiesavailable-for-sale (1)

   (40  (63
  

 

 

  

 

 

 

Other comprehensive income (loss) before taxes

   (1,003  1,695 

Income tax expense (benefit)

   (210  576 
  

 

 

  

 

 

 

Other comprehensive income (loss)

  $(793 $1,119 
  

 

 

  

 

 

 

 

(1) 

Represents amounts reclassified out of accumulated other comprehensive income and included in gains on sale of investment securities on the consolidated statements of income and comprehensive income.

3. Earnings per share:

Basic earnings per share is computed by dividing net income (loss) allocated to common stockholders divided by the weighted-average number of common shares outstanding during the period. Net income (loss) allocated to common stockholders is net income (loss) adjusted for preferred stock dividends including dividends declared, less income (loss) allocated to participating securities. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

The following table provides a reconciliation between the computation of basic earnings per share and diluted earnings per share for the three and ninesix months ended SeptemberJune 30, 20172018 and 2016:2017:

 

Three months ended September 30,

  2017   2016 

Three months ended June 30,

  2018   2017 

Numerator:

        

Net income (loss)

  $401   $971   $2,787   $179 

Dividends on preferred stock

         (186
  

 

   

 

   

 

   

 

 

Net income (loss) available to common stockholders

  $401   $971   $2,787   $(7

Undistributed loss allocated to preferred stockholders

         128 
  

 

   

 

   

 

   

 

 

Income (loss) allocated to common stockholders

  $401   $971   $2,787   $121 
  

 

   

 

   

 

   

 

 

Denominator:

        

Basic

   4,880,676    3,224,053    9,089,011    3,655,446 

Dilutive options

   64,780    20,635    45,237    71,493 
  

 

   

 

   

 

   

 

 

Diluted

   4,945,456    3,244,688    9,134,248    3,726,939 
  

 

   

 

   

 

   

 

 

Earnings per share:

        

Basic

  $0.08   $0.30   $0.31   $0.04 

Diluted

  $0.08   $0.30   $0.31   $0.04 

Nine months ended September 30,

  2017   2016 

Numerator:

    

Net income (loss)

  $13   $2,579 

Dividends on preferred stock

   (371  
  

 

   

 

 

Net income (loss) available to common stockholders

  $(358  $2,579 

Undistributed loss allocated to preferred stockholders

   475   
  

 

   

 

 

Income (loss) allocated to common stockholders

  $117   $2,579 
  

 

   

 

 

Denominator:

    

Basic

   4,002,165    3,214,967 

Dilutive options

   58,648    22,586 
  

 

   

 

 

Diluted

   4,060,813    3,237,553 
  

 

   

 

 

Earnings per share:

    

Basic

  $0.03   $0.80 

Diluted

  $0.03   $0.80 

There

Six months ended June 30,

  2018   2017 

Numerator:

    

Net income (loss)

  $5,598   $(388

Dividends on preferred stock

     (371
  

 

 

   

 

 

 

Net income (loss) available to common stockholders

  $5,598   $(759

Undistributed loss allocated to preferred stockholders

     475 
  

 

 

   

 

 

 

Income (loss) allocated to common stockholders

  $5,598   $(284
  

 

 

   

 

 

 

Denominator:

    

Basic

   9,084,054    3,555,629 

Dilutive options

   51,950   
  

 

 

   

 

 

 

Diluted

   9,136,004    3,555,629 
  

 

 

   

 

 

 

Earnings per share:

    

Basic

  $0.62   $(0.08

Diluted

  $0.62   $(0.08

For the three and six months ended June 30, 2018, there were 25,300no outstanding stock options that were excluded from the dilutive earnings per share calculation. None of the outstanding stock options for the three and nine months ended SeptemberJune 30, 2016 that2017 were excluded from the diluted earnings per share calculation because of their antidilutive effect.effect was antidilutive. All of the stock options for the six months ended June 30, 2017 were excluded from the diluted earnings per share calculation because the effect was antidilutive.

On January 20, 2017, Riverview announced that it entered into agreements with accredited investors and qualified institutional buyers to raise approximately $17.0 million in common and preferred equity, before expenses, through the private placement of 269,885 shares of its no par value common stock at a price of $10.50 per share and 1,348,809 shares of a newly created Series A convertible, perpetual preferred stock (the “Series A preferred stock”) at a price of $10.50 per share.

The additional capital allowed Riverview to announce on April 20, 2017, the execution of a definitive business combination agreement to form a strategic partnership with CBT Financial Corp, Clearfield, Pennsylvania. This action formed a combined community banking franchise with approximately $1.2 billion in assets.

Effective as of the close of business on June 22, 2017, the Company filed an amendment to theits Articles of Incorporation to authorize a class ofnon-voting common stock after obtaining shareholder approval on June 21, 2017. As a result, each share of Series A convertible, preferred stock was automatically converted into one share ofnon-voting common stock as of the effective date. Thenon-voting common stock has the same relative rights as, and is identical in all respects with, each other share of common stock of the Company, except that holders ofnon-voting common stock do not have voting rights.

The additional capital allowed Riverview to acquire CBT Financial Corp, Clearfield, Pennsylvania, in a stock transaction valued at approximately $54.6 million effective October 1, 2017. This merger created a community banking franchise with approximately $1.2 billion of assets and provides enhanced products and services through 33 banking locations covering 12 Pennsylvania counties.

4. Investment securities:

The amortized cost and fair value of investment securitiesavailable-for-sale aggregated by investment category at SeptemberJune 30, 20172018 and December 31, 20162017 are summarized as follows:

 

September 30, 2017

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

June 30, 2018

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

State and municipals:

                

Taxable

  $35,424   $392   $684   $35,132   $34,917   $174   $1,253   $33,838 

Tax-exempt

   5,746    55      5,801    14,587    2    224    14,365 

Mortgage-backed securities:

                

U.S. Government agencies

   1,567      31    1,536    21,584    53    65    21,572 

U.S. Government-sponsored enterprises

   5,516    12    105    5,423    9,432    12    355    9,089 

Corporate debt obligations

   9,532      550    8,982    9,522      478    9,044 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $57,785   $459   $1,370   $56,874   $90,042   $241   $2,375   $87,908 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

December 31, 2016

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

U.S. Treasury securities

  $5,088     $67   $5,021 

December 31, 2017

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

State and municipals:

                

Taxable

   44,045   $234    1,885    42,394   $35,352   $334   $684   $35,002 

Tax-exempt

   5,748    3    77    5,674    16,325    47    64    16,308 

Mortgage-backed securities:

                

U.S. Government agencies

   1,905      15    1,890    22,908    3    94    22,817 

U.S. Government-sponsored enterprises

   9,115    28    247    8,896    10,218    19    148    10,089 

Corporate debt obligations

   9,542      492    9,050    9,529      544    8,985 

Equity securities, financial services

   183    5      188 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $75,626   $270   $2,783   $73,113   $94,332   $403   $1,534   $93,201 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The maturity distribution of the fair value, which is the net carrying amount, of the debt securities classified asavailable-for-sale at SeptemberJune 30, 2017,2018, is summarized as follows:

 

September 30, 2017

  Fair
Value
 

June 30, 2018

  Fair
Value
 

Within one year

  $173   $4,458 

After one but within five years

   2,281    3,842 

After five but within ten years

   9,316    13,810 

After ten years

   38,146    35,137 
  

 

   

 

 
   49,916   57,247 

Mortgage-backed securities

   6,958    30,661 
  

 

   

 

 

Total

  $56,874   $87,908 
  

 

   

 

 

Securities with a carrying value of $56,874$28,879 and $47,576$93,201 at SeptemberJune 30, 20172018 and December 31, 2016,2017, respectively, were pledged to secure public deposits and repurchase agreements as required or permitted by law.

Securities and short-term investment activities are conducted with a diverse group of government entities, corporations and state and local municipalities. The counterparty’s creditworthiness and type of collateral is evaluated on acase-by-case basis. At SeptemberJune 30, 20172018 and December 31, 2016,2017, there were no significant concentrations of credit risk from any one issuer, with the exception of U.S. Government agencies and sponsored enterprises that exceeded 10.0 percent of stockholders’ equity.

The fair value and gross unrealized losses of investment securities with unrealized losses for which an other-than-temporary impairment (“OTTI”) has not been recognized at SeptemberJune 30, 20172018 and December 31, 2016,2017, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized as follows:

   Less Than 12 Months   12 Months or More   Total 

June 30, 2018

  Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
 

State and municipals:

            

Taxable

  $3,491   $69   $20,946   $1,184   $24,437   $1,253 

Tax-exempt

   12,833    224        12,833    224 

Mortgage-backed securities:

            

U.S. Government agencies

   3,415    28    805    37    4,220    65 

U.S. Government-sponsored enterprises

   3,789    106    3,809    249    7,598    355 

Corporate debt obligation

       9,044    478    9,044    478 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $23,528   $427   $34,604   $1,948   $58,132   $2,375 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  Less Than 12 Months   12 Months or More   Total   Less Than 12 Months   12 Months or More   Total 

September 30, 2017

  Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
 

December 31, 2017

  Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
 

State and municipals:

                        

Taxable

  $10,533   $227   $13,463   $457   $23,996   $684   $4,757   $30   $20,185   $654   $24,942   $684 

Tax-exempt

               10,506    64        10,506    64 

Mortgage-backed securities:

                        

U.S. Government agencies

   1,536    31        1,536    31    16,746    87    193    7    16,939    94 

U.S. Government-sponsored enterprises

   3,317    58    1,757    47    5,074    105    4,294    23    4,174    125    8,468    148 

Corporate debt obligation

   3,761    239    5,221    311    8,982    550    3,800    200    5,185    344    8,985    544 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $19,147   $555   $20,441   $815   $39,588   $1,370   $40,103   $404   $29,737   $1,130   $69,840   $1,534 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  Less Than 12 Months   12 Months or More   Total 

December 31, 2016

  Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
 

U.S. Treasury securities

  $5,021   $67       $5,021   $67 

U.S. Government-sponsored enterprises

            

State and municipals:

            

Taxable

   30,895    1,876   $282   $9    31,177    1,885 

Tax-exempt

   3,998    77        3,998    77 

Mortgage-backed securities:

            

U.S. Government agencies

   1,891    15        1,891    15 

U.S. Government-sponsored enterprises

   7,412    247        7,412    247 

Corporate debt obligation

   9,050    492        9,050    492 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $58,267   $2,774   $282   $9   $58,549   $2,783 
  

 

   

 

   

 

   

 

   

 

   

 

 

The Company had 4584 investment securities, consisting of 3040 taxable state and municipal obligations, 1125tax-exempt municipal obligations, 15 mortgage-backed securities, and four corporate debt obligations that were in unrealized loss positions at SeptemberJune 30, 2017.2018. Of these securities, 1626 taxable state and municipal obligation, twoseven mortgage-backed securities and twofour corporate debt obligations were in a continuous unrealized loss position for twelve months or more. Management does not consider the unrealized losses on the debt securities, as a result of changes in interest rates, to be OTTI based on historical evidence that indicates the cost of these securities is recoverable within a reasonable period of time in relation to normal cyclical changes in the market rates of interest. Moreover, because there has been no material change in the credit quality of the issuers or other events or circumstances that may cause a significant adverse impact on the fair value of these securities, and management does not intend to sell these securities and it is unlikely that the Company will be required to sell these securities before recovery of their amortized cost basis, which may be maturity, the Company does not consider the unrealized losses to be OTTI at SeptemberJune 30, 2017.2018. There was no OTTI recognized for the three and nine months ended SeptemberJune 30, 20172018 and 2016.2017.

The Company had 8088 investment securities, consisting of three U.S. Treasury notes, 4934 taxable state and municipal obligations, seven21tax-exempt state and municipal obligations, 1729 mortgage-backed securities and four corporate debt obligations that were in unrealized loss positions at December 31, 2016.2017. Of these securities, one25 taxable state and municipal obligation wasobligations, five mortgage-backed securities and two corporate debt obligations were in a continuous unrealized loss position for twelve months or more.

5. Loans, net and allowance for loan losses:

The major classifications of loans outstanding, net of deferred loan origination fees and costs at SeptemberJune 30, 20172018 and December 31, 20162017 are summarized as follows. Net deferred loan costs were $781$942 and $1,077$863 at SeptemberJune 30, 20172018 and December 31, 2016.2017.

 

  September 30,
2017
   December 31,
2016
   June 30,
2018
   December 31,
2017
 

Commercial

  $74,389   $51,166   $130,499   $140,116 

Real estate:

        

Construction

   9,754    8,605    30,907    34,405 

Commercial

   337,688    212,550    534,903    526,230 

Residential

   131,741    130,874    231,176    240,626 

Consumer

   6,615    6,148    12,402    14,594 
  

 

   

 

   

 

   

 

 

Total

  $560,187   $409,343   $939,887   $955,971 
  

 

   

 

   

 

   

 

 

The changes in the allowance for loan losses account by major classification of loan for the three and ninesix months ended SeptemberJune 30, 20172018 and 20162017 are summarized as follows:

 

    Real Estate             Real Estate       

September 30, 2017

  Commercial Construction Commercial Residential Consumer Unallocated   Total 

June 30, 2018

  Commercial Construction Commercial   Residential Consumer Unallocated Total 

Allowance for loan losses:

                  

Beginning Balance July 1, 2017

  $757  $192  $2,965  $828  $49  $43   $4,834 

Beginning Balance, April 1, 2018

  $816  $384  $3,458   $1,179  $32  $646  $6,515 

Charge-offs

   (24   (18     (42   (93     (10 (63  (166

Recoveries

   1     1     2    5   2    20  25   52 

Provisions

   421  (3 (56 127  (4 125    610    298  (135 146    106  42  (457 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

  $1,155  $189  $2,909  $937  $46  $168   $5,404   $1,026  $249  $3,606   $1,295  $36  $189  $6,401 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 
    Real Estate             Real Estate       

September 30, 2017

  Commercial Construction Commercial Residential Consumer Unallocated   Total 

June 30, 2018

  Commercial Construction Commercial   Residential Consumer Unallocated Total 

Allowance for loan losses:

                  

Beginning Balance January 1, 2017

  $629  $160  $2,110  $789  $44    $3,732 

Beginning Balance, January 1, 2018

  $1,206  $379  $2,963   $1,340  $37  $381  $6,306 

Charge-offs

   (34   (34 (7    (75   (170     (60 (162  (392

Recoveries

   1   3  7  2     13    8   4    21  64   97 

Provisions

   559  29  796  175  7  $168    1,734    (18 (130 639    (6 97  (192 390 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

  $1,155  $189  $2,909  $937  $46  $168   $5,404   $1,026  $249  $3,606   $1,295  $36  $189  $6,401 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 
    Real Estate             Real Estate       

September 30, 2016

  Commercial Construction Commercial Residential Consumer Unallocated   Total 

June 30, 2017

  Commercial Construction Commercial   Residential Consumer Unallocated Total 

Allowance for loan losses:

                  

Beginning Balance July 1, 2016

  $558  $170  $2,100  $745  $36    $3,609 

Beginning Balance, April 1, 2017

  $625  $160  $2,545   $821  $54  $124  $4,329 

Charge-off

   (10     (9 (2  (21

Recoveries

       6  1   7 

Provisions

   142  32  420    10  (4 (81 519 
  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

  $757  $192  $2,965   $828  $49  $43  $4,834 
  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
    Real Estate       

June 30, 2017

  Commercial Construction Commercial   Residential Consumer Unallocated Total 

Allowance for loan losses:

         

Beginning Balance, January 1, 2017

  $629  $160  $2,110   $789  $44  $   $3,732 

Charge-offs

   (1 (1  (25 (8    (35   (10     (16 (7  (33

Recoveries

   25  1   1  7     34     3    7  1   11 

Provisions

   (72 (13 38  69  5  $2    29    138  32  852    48  11  43  1,124 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

  $510  $157  $2,138  $790  $40  $2   $3,637   $757  $192  $2,965   $828  $49  $43  $4,834 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 

      Real Estate           

September 30, 2016

  Commercial  Construction  Commercial  Residential  Consumer  Unallocated   Total 

Allowance for loan losses:

         

Beginning Balance January 1, 2016

  $1,298  $202  $2,227  $613  $25    $4,365 

Charge-offs

   (724  (250  (65  (33  (24    (1,096

Recoveries

   70   1    3   10     84 

Provisions

   (134  204   (24  207   29  $2    284 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Ending balance

  $510  $157  $2,138  $790  $40  $2   $3,637 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

The allocation of the allowance for loan losses and the related loans by major classifications of loans at SeptemberJune 30, 20172018 and December 31, 20162017 is summarized as follows:

 

      Real Estate                   Real Estate             

September 30, 2017

  Commercial   Construction   Commercial   Residential   Consumer   Unallocated   Total 

June 30, 2018

  Commercial   Construction   Commercial   Residential   Consumer   Unallocated   Total 

Allowance for loan losses:

                            

Ending balance

  $1,155   $189   $2,909   $937   $46   $168   $5,404   $1,026   $249   $3,606   $1,295   $36   $189   $6,401 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance: individually evaluated for impairment

   25      194    54        273    58      76    42        176 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance: collectively evaluated for impairment

  $1,130   $189   $2,715   $884   $45   $168   $5,131    968    249    3,530    1,253    36    189    6,225 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance: purchased credit impaired loans

              
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Loans receivable:

                            

Ending balance

  $74,389   $9,754   $337,688   $131,741   $6,615     $560,187   $130,499   $30,907   $534,903   $231,176   $12,402   $    $939,887 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance: individually evaluated for impairment

   799      3,671    2,462        6,932    832      2,860    2,391        6,083 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance: collectively evaluated for impairment

  $73,590   $9,754   $334,017   $129,279   $6,615     $553,255    129,301    30,907    527,394    227,974    12,402      927,978 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance: purchased credit impaired loans

  $366   $    $4,649   $811   $    $    $5,826 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 
      Real Estate             

December 31, 2016

  Commercial   Construction   Commercial   Residential   Consumer   Unallocated   Total 

Allowance for loan losses:

              

Ending balance

  $629   $160   $2,110   $789   $44     $3,732 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance: individually evaluated for impairment

   8      140          148 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance: collectively evaluated for impairment

  $621   $160   $1,970   $789   $44     $3,584 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Loans receivable:

              

Ending balance

  $51,166   $8,605   $212,550   $130,874   $6,148     $409,343 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance: individually evaluated for impairment

   966      3,924    2,515        7,405 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance: collectively evaluated for impairment

  $50,200   $8,605   $208,626   $128,359   $6,148     $401,938 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

       Real Estate             

December 31, 2017

  Commercial   Construction   Commercial   Residential   Consumer   Unallocated   Total 

Allowance for loan losses:

              

Ending balance

  $1,206   $379   $2,963   $1,340   $37   $381   $6,306 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   56      76    92        224 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

   1,150    379    2,887    1,248    37    381    6,082 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: purchased credit impaired loans

  $    $    $    $    $    $    $  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans receivable:

              

Ending balance

  $140,116   $34,405   $526,230   $240,626   $14,594   $    $955,971 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   777      2,988    2,482        6,247 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

   138,824    34,405    516,300    237,089    14,594      941,212 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: purchased credit impaired loans

  $515   $    $6,942   $1,055   $    $    $8,512 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The Company segments 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. Loans are individually analyzed for credit risk by classifying them within the Company’s internal risk rating system. The Company’s risk rating classifications are defined as follows:

 

Pass -

Pass—A loan to borrowers with acceptable credit quality and risk that is not adversely classified as Substandard, Doubtful, Loss or designated as Special Mention.

 

Special Mention - Mention—A loan that has potential weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Special Mention loans are not adversely classified since they do not expose the Company to sufficient risk to warrant adverse classification.

 

Substandard -

Substandard—A loan that is inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

 

Doubtful -

Doubtful—A loan classified as Doubtful has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make the collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

Loss -

Loss—A loan classified as Loss is considered uncollectible and of such little value that its continuance as a bankable loan is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be effected in the future.

The following tables present the major classification of loans summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system at SeptemberJune 30, 20172018 and December 31, 2016:2017:

 

September 30, 2017

  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial

  $70,549   $2,277   $1,563     $74,389 

Real estate:

          

Construction

   9,344    410        9,754 

Commercial

   326,203    7,753    3,732      337,688 

Residential

   130,001    28    1,712      131,741 

Consumer

   6,615          6,615 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $542,712   $10,468   $7,007     $560,187 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2016:

  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial

  $47,765   $1,604   $1,797     $51,166 

Real estate:

          

Construction

   8,605          8,605 

Commercial

   200,636    8,063    3,851      212,550 

Residential

   129,320    28    1,526      130,874 

Consumer

   6,148          6,148 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $392,474   $9,695   $7,174     $409,343 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

June 30, 2018

  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial

  $116,774   $9,615   $4,110     $130,499 

Real estate:

          

Construction

   30,457    327    123      30,907 

Commercial

   508,657    10,868    15,378      534,903 

Residential

   225,667    2,614    2,895      231,176 

Consumer

   12,396      6      12,402 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $893,951   $23,424   $22,512     $939,887 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2017

  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial

  $126,506   $9,372   $4,238     $140,116 

Real estate:

          

Construction

   32,840    1,442    123      34,405 

Commercial

   497,852    15,305    13,073      526,230 

Residential

   234,808    2,214    3,604      240,626 

Consumer

   14,474    120        14,594 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $906,480   $28,453   $21,038     $955,971 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Information concerningThe following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans by major loan classification at Septemberas of June 30, 20172018 and December 31, 2016 is summarized as follows:2017. Purchase credit impaired (“PCI”) loans are excluded from the aging and nonaccrual loan schedules.

 

   September 30,
2017
   December 31,
2016
 

Commercial

  $199   $356 

Real estate:

    

Construction

    

Commercial

   704    359 

Residential

   862    671 

Consumer

    
  

 

 

   

 

 

 

Total

  $1,765   $1,386 
  

 

 

   

 

 

 

The major classifications of loans by past due status at September 30, 2017 and December 31, 2016 are summarized as follows:

   Accrual Loans         

June 30, 2018

  30-59 Days
Past Due
   60-89 Days
Past Due
   90 or More
Days Past
Due
   Total Past
Due
   Current   Nonaccrual
Loans
   Total Loans 

Commercial

  $665   $    $    $665   $128,745   $723   $130,133 

Real estate:

              

Construction

   86        86    30,821      30,907 

Commercial

   153    200    1,328    1,681    528,237    335    530,253 

Residential

   2,538    379    186    3,103    226,257    1,006    230,366 

Consumer

   190    75    22    287    12,109    6    12,402 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $3,632   $654   $1,536   $5,822   $926,169   $2,070   $934,061 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchased credit impaired loans

               5,826 
              

 

 

 

Total Loans

              $939,887 
              

 

 

 

 

September 30, 2017

  30-59 Days
Past Due
   60-89 Days
Past Due
   Greater
than 90
Days
   Total Past
Due
   Current   Total
Loans
   Loans > 90
Days and
Accruing
 
  Accrual Loans         

December 31, 2017

  30-59 Days
Past Due
   60-89 Days
Past Due
   90 or More
Days Past
Due
   Total Past
Due
   Current   Nonaccrual
Loans
   Total Loans 

Commercial

  $1,603   $24   $11   $1,638   $72,751   $74,389     $1,829   $85     $1,914   $137,612   $75   $139,601 

Real estate:

                            

Construction

           9,754    9,754      8        8    34,397      34,405 

Commercial

   569      235    804    336,884    337,688      2,213    152   $150    2,515    516,410    363    519,288 

Residential

   818    297    440    1,555    130,186    131,741      2,110    551    533    3,194    235,070    1,307    239,571 

Consumer

   3    1      4    6,611    6,615      149    60    9    218    14,376      14,594 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $2,993   $322   $686   $4,001   $556,186   $560,187     $6,309   $848   $692   $7,849   $937,865   $1,745   $947,459 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Purchased credit impaired loans

               8,512 
              

 

 

December 31, 2016

  30-59 Days
Past Due
   60-89 Days
Past Due
   Greater
than 90
Days
   Total Past
Due
   Current   Total
Loans
   Loans > 90
Days and
Accruing
 

Commercial

  $580   $   $214   $794   $50,372   $51,166   

Real estate:

              

Construction

   22        22    8,583    8,605   

Commercial

   784    97    11    892    211,658    212,550   

Residential

   905    256    592    1,753    129,121    130,874   $357 

Consumer

   6      2    8    6,140    6,148    2 

Total Loans

              $955,971 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

               

 

 

Total

  $2,297   $353   $819   $3,469   $405,874   $409,343   $359 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The following tables summarize information concerning impaired loans as of and for the three and ninesix months ended SeptemberJune 30, 20172018 and September 30, 2016,2017, and as of and for the year ended, December 31, 20162017 by major loan classification:

 

              This Quarter   Year-to-Date               This Quarter   Year-to-Date 

September 30, 2017

  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
   Average
Recorded
Investment
   Interest
Income
Recognized
 

June 30, 2018

  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
   Average
Recorded
Investment
   Interest
Income
Recognized
 

With no related allowance:

                            

Commercial

  $724   $724     $798   $8   $803   $23   $366   $366   $    $700   $19   $909   $372 

Real estate:

                            

Construction

                            

Commercial

   2,753    2,753      2,760    32    2,992    90    6,978    6,978      7,531    335    8,134    1,370 

Residential

   2,274    2,292      2,304    28    2,408    87    3,017    3,085      3,085    58    3,168    137 

Consumer

                            
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   5,751    5,769      5,862    68    6,203    200    10,361    10,429      11,316    412    12,211    1,879 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

With an allowance recorded:

                            

Commercial

   75    75   $25    78      76    1    832    832    58    969    1    705    3 

Real estate:

                            

Construction

                            

Commercial

   918    918    194    820    8    798    20    531    531    76    533    1    534    7 

Residential

   188    326    54    189    2    126    6    185    323    42    186    1    186    3 

Consumer

                            
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,181    1,319    273    1,087    10    1,000    27    1,548    1,686    176    1,688    3    1,425    13 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Commercial

   799    799    25    876    8    879    24    1,198    1,198    58    1,669    20    1,614    375 

Real estate:

                            

Construction

                            

Commercial

   3,671    3,671    194    3,580    40    3,790    110    7,509    7,509    76    8,064    336    8,668    1,377 

Residential

   2,462    2,618    54    2,493    30    2,534    93    3,202    3,408    42    3,271    59    3,354    140 

Consumer

                            
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $6,932   $7,088   $273   $6,949   $78   $7,203   $227   $11,909   $12,115   $176   $13,004   $415   $13,636   $1,892 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

              For the Year Ended               For the Year Ended 

December 31, 2016

  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
 

December 31, 2017

  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
 

With no related allowance:

                    

Commercial

  $225   $225     $225     $1,107   $1,107   $    $1,210   $77 

Real estate:

                    

Construction

                    

Commercial

   3,094    3,094      3,168    147    9,399    9,399      10,164    340 

Residential

   2,515    2,652      2,747    130    3,197    3,215      2,896    149 

Consumer

                    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   5,834    5,971      6,140    277    13,703    13,721      14,270    566 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

With an allowance recorded:

                    

Commercial

   741    741   $8    761    30    185    185    56    186    1 

Real estate:

                    

Construction

                    

Commercial

   830    830    140    840      531    531    76    532    23 

Residential

             340    478    92    339    12 

Consumer

                    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,571    1,571    148    1,601    30    1,056    1,194    224    1,057    36 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Commercial

   966    966    8    986    30    1,292    1,292    56    1,396    78 

Real estate:

                    

Construction

                    

Commercial

   3,924    3,924    140    4,008    147    9,930    9,930    76    10,696    363 

Residential

   2,515    2,652      2,747    130    3,537    3,693    92    3,235    161 

Consumer

                    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $7,405   $7,542   $148   $7,741   $307   $14,759   $14,915   $224   $15,327   $602 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

              This Quarter   Year-to-Date               This Quarter   Year-to-Date 

September 30, 2016

  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
   Average
Recorded
Investment
   Interest
Income
Recognized
 

June 30, 2017

  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
   Average
Recorded
Investment
   Interest
Income
Recognized
 

With no related allowance:

                            

Commercial

  $838   $838     $843   $8   $849   $22   $840   $840   $    $842   $7   $805   $15 

Real estate:

                            

Construction

                            

Commercial

   3,438    3,438      3,455    20    3,823    110    2,685    2,685      2,991    22    3,110    58 

Residential

   2,709    2,846      2,907    34    2,942    102    2,342    2,342      2,280    26    2,461    59 

Consumer

                            
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   6,985    7,122      7,205    62    7,614    234    5,867    5,867      6,113    55    6,376    132 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

With an allowance recorded:

                            

Commercial

   126    126   $2    128      132      83    83    33    28    1    75    1 

Real estate:

                            

Construction

                            

Commercial

   298    298    55    269      231      865    865    205    865    6    787    12 

Residential

   119    119    33    119    2    120    4    189    327    58    189    4    94    4 

Consumer

                            
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   543    543    90    516    2    483    4    1,137    1,275    296    1,082    11    956    17 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Commercial

   964    964    2    971    8    981    22    923    923    33    870    8    880    16 

Real estate:

                            

Construction

                            

Commercial

   3,736    3,736    55    3,724    20    4,054    110    3,550    3,550    205    3,856    28    3,897    70 

Residential

   2,828    2,965    33    3,026    36    3,062    106    2,531    2,669    58    2,469    30    2,555    63 

Consumer

                            
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $7,528   $7,665   $90   $7,721   $64   $8,097   $238   $7,004   $7,142   $296   $7,195   $66   $7,332   $149 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

For the three and ninesix months ended SeptemberJune 30, interest income related to impaired loans, would have been $23increased by $9 and $77$56 in 20172018 and $90$28 and $317$54 in 20162017 had the loans been current and the terms of the loans not been modified.

Included in the commercial loan and commercial and residential real estate categories are troubled debt restructurings that are classified as impaired. Troubled debt restructurings totaled $5,593 at September 30, 2017, $6,208 at December 31, 2016 and $6,342 at September 30, 2016.

Troubled debt restructured loans are loans with original terms, interest rate, or both, that have been modified as a result of a deterioration in the borrower’s financial condition and a concession has been granted that the Company would not otherwise consider. Unless on nonaccrual, interest income on these loans is recognized when earned, using the interest method. The Company offers a variety of modifications to borrowers that would be considered concessions. The modification categories offered generally fall within the following categories:

 

Rate Modification - Modification—A modification in which the interest rate is changed to a below market rate.

 

Term Modification - Modification—A modification in which the maturity date, timing of payments or frequency of payments is changed.

 

Interest Only Modification - Modification—A modification in which the loan is converted to interest only payments for a period of time.

 

Payment Modification - Modification—A modification in which the dollar amount of the payment is changed, other than an interest only modification described above.

 

Combination Modification - Modification—Any other type of modification, including the use of multiple categories above.

There were no loans modified as troubled debt restructuring for the three months ended September 30, 2017 and two loans modified as troubled debt restructuring for the nine months ended September 30, 2017Included in the amount of $138. These loans arecommercial loan and commercial and residential real estate loans. One loan was modified by court order in a confirmed Chapter 13 bankruptcy plan to reduce the principal balance, with payments to be received through the plan on the lower balancecategories are troubled debt restructurings that are classified as impaired. Troubled debt restructurings totaled $4,804 at a reduced rate of interest. One loan was matured with payments to date although financial information indicated questionable repayment ability. An extension was granted under a forbearance agreementJune 30, 2018, $5,606 at an increase rate of interest due to past due real estate taxes. December 31, 2017 and $5,635 at June 30, 2017.

There were no loans modified as troubled debt restructuring for the three and ninesix months ending Septemberended June 30, 2016.2018. There were no commitments to extend additional funds to borrowers

having loans consideredwas one loan modified as troubled debt restructurings at Septemberrestructuring for the three months ended June 30, 2017. There were two residential real estate properties held in other real estate owned totaling $144 at September 30, 2017. There were 12 residential real estate properties2017 in the processamount of foreclosure totaling $682 at September$109 and two loans modified as troubled debt restructuring for the six months ended June 30, 2017.2017 in the amount of $138.

During the three months ending Septemberended June 30, 2017,2018, there was one default on loans restructured within the last 12 months. During the nine months ending September 30, 2017, there were fivetotaling $228 and six defaults on loans restructured withintotaling $1,474 during the last twelvesix months totaling $1,374. These loans were comprised of four residential real estate loans and one commercial real estate loan. As of Septemberended June 30, 2017, the defaults were cured on three of the four residential real estate loans with one residential real estate loan remaining past due in the30-69 day category.2018. During the three months and nine months ended SeptemberJune 30, 2016,2017, there were no defaults on loans restructured within the last 12twelve months. During the six months ended June 30, 2017, there were four defaults on loan restructured within the last twelve months totaling $1,229.

Purchased loans are initially recorded at their acquisition date fair values. The carryover of the allowance for loan losses is prohibited as any credit losses in the loans are included in the determination of the fair value of the loans at the acquisition date. Fair values for purchased loans are based on a cash flow methodology that involves assumptions and judgments as to credit risk, default rates, loss severity, collateral values, discount rates, payment speeds, and prepayment risk.

As part of its acquisition due diligence process, the Bank reviews the acquired institution’s loan grading system and the associated risk rating for loans. In performing this review, the Bank considers cash flows, debt service coverage, delinquency status, accrual status, and collateral for the loan. This process allows the Bank to clearly identify the population of acquired loans that had evidence of deterioration in credit quality since origination and for which it was probable, at acquisition, that the Bank would be unable to collect all contractually required payments. All such loans identified by the Bank are considered to be within the scope of ASC310-30, “LoanLoan and Debt Securities Acquired with Deteriorated Credit Quality”Quality and are identified as “Purchased Credit Impaired Loans”.

As a result of the merger with CBT, effective October 1, 2017, the Bank identified 37 PCI loans. As part of the merger with Citizens, effective December 31, 2015, the Bank identified ten purchased credit impaired (“PCI”)10 PCI loans. As parta result of the consolidation with Union, effective November 1, 2013, the Bank identified fourteen14 PCI loans. For all PCI loans, the excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as thenon-accretable discount. Thenon-accretable discount represents estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows require the Bank to evaluate the need for an allowance for loan losses on these loans. Subsequent improvements in expected cash flows result in the reversal of a corresponding amount of thenon-accretable discount which the Bank then reclassifies as an accretable discount that is recognized into interest income over the remaining life of the loan. The Bank’s evaluation of the amount of future cash flows that it expects to collect is based on a cash flow methodology that involves assumptions and judgments as to credit risk, collateral values, discount rates, payment speeds, and prepayment risk. Charge-offs of the principal amount on purchased impaired loans are first applied to thenon-accretable discount.

For purchased loans that are not deemed impaired at acquisition, credit discounts representing principal losses expected over the life of the loans are a component of the initial fair value, and the discount is accreted to interest income over the life of the asset. Subsequent to the purchase date, the method used to evaluate the sufficiency of the credit discount is similar to originated loans, and if necessary, additional reserves are recognized in the allowance for loan losses.

The following is a summary of the loans acquired in the Union and Citizens mergers, as of the dates of the consolidation:

   Purchased
Credit
Impaired
Loans
   Purchased
Non-
Impaired
Loans
   Total
Purchased
Loans
 

Contractually required principal and interest at acquisition

  $11,184   $174,484   $185,668 

Contractual cash flows not expected to be collected

   (5,724   (23,009   (28,733
  

 

 

   

 

 

   

 

 

 

Expected cash flows at acquisition

   5,460    151,475    156,935 

Interest component of expected cash flows

   (603   (23,119   (23,722
  

 

 

   

 

 

   

 

 

 

Basis in acquired loans at acquisition - estimated fair value

  $4,857   $128,356   $133,213 
  

 

 

   

 

 

   

 

 

 

The unpaid principal balances and the related carrying amount of Union and Citizens acquired loans as of SeptemberJune 30, 20172018 and December 31, 20162017 were as follows:

 

  September 30,
2017
   December 31,
2016
   June 30,
2018
   December 31,
2017
 

Credit impaired purchased loans evaluated individually for incurred credit losses

    

Credit impaired purchased loans evaluated individually for incurred credit losses:

    

Outstanding balance

  $1,216   $1,401   $12,201   $16,803 

Carrying Amount

   730    887    5,826    8,512 

Other purchased loans evaluated collectively for incurred credit losses

    

Other purchased loans evaluated collectively for incurred credit losses:

    

Outstanding balance

   72,449    84,743    372,628    421,620 

Carrying Amount

   71,864    83,670    370,426    418,146 

Total Purchased Loans

    

Total Purchased Loans:

    

Outstanding balance

   73,665    86,144    384,829    438,423 

Carrying Amount

  $72,594   $84,557   $376,252   $426,658 

As of the indicated dates, the changes in the accretable discount related to the purchased credit impaired loans were as follows:

 

  Three Months Ended
September 30,
   Nine Months Ended
September 30,
   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
  2017   2016   2017   2016   2018   2017   2018   2017 

Balance - beginning of period

  $313   $457   $370   $524 

Balance – beginning of period

  $1,655   $323   $2,129   $370 

Accretion recognized during the period

   (32   (410   (76   (539   (411   (21   (1,854   (44

Net reclassification fromnon-accretable to accretable

   (2   326    (15   388    195    11    1,164    (13
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Balance - end of period

  $279   $373   $279   $373 

Balance – end of period

  $1,439   $313   $1,439   $313 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The Company is a party to financial instruments withoff-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused portions of lines of credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

Unused commitments at SeptemberJune 30, 2017,2018, totaled $86,876,$130,154 consisting of $48,695$60,510 in commitments to extend credit, $34,521$65,049 in unused portions of lines of credit and $3,660$4,595 in standby letters of credit. Due to fixed maturity dates, specified conditions within these instruments, and the ultimate needs of our customers, many will expire without being drawn upon. We believe that amounts actually drawn upon can be funded in the normal course of operations and therefore, do not represent a significant liquidity risk to us. In comparison, unused commitments, at December 31, 2016,2017, totaled $58,475,$129,734, consisting of $27,829$52,706 in commitments to extend credit, $26,729$72,157 in unused portions of lines of credit and $3,917$4,871 in standby letters of credit.

6. Other assets:

The components of other assets at SeptemberJune 30, 20172018 and December 31, 20162017 are summarized as follows:

 

  September 30,
2017
   December 31,
2016
   June 30,
2018
   December 31,
2017
 

Other real estate owned

  $144   $625   $90   $236 

Bank owned life insurance

   17,128    11,857    29,476    29,065 

Restricted equity securities

   2,186    1,845    1,160    1,306 

Deferred tax assets

   6,904    7,402    7,087    7,949 

Other assets

   3,339    2,083    5,087    5,147 
  

 

   

 

   

 

   

 

 

Total

  $29,701   $23,812   $42,900   $43,703 
  

 

   

 

   

 

   

 

 

As a member of the Federal Home Loan Bank of Pittsburgh(“FHLB-Pgh”) and Atlantic Community Bankers Bank (“ACBB”), the Company is required to purchase and hold stock in these entities to satisfy membership and borrowing requirements. These restricted equity securities can only be redeemed or sold at their par value and only to the respective issuing institution or to another member institution. The Company records thesenon-marketable equity securities as a component of other assets and periodically evaluates these securities for impairment. Management considers thesenon-marketable equity securities to be long-term investments. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value.

7. Fair value estimates:

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosure under GAAP. Fair value estimates are calculated without attempting to estimate the value of anticipated future business and the value of certain assets and liabilities that are not considered financial. Accordingly, such assets and liabilities are excluded from disclosure requirements.

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures”, fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets. In many cases, these values cannot be realized in immediate settlement of the instrument.

Current fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction that is not a forced liquidation or distressed sale between participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

In accordance with GAAP, the Company groups its assets and liabilities generally measured at fair value into three levels based on market information or other fair value estimates in which the assets and liabilities are traded or valued, and the reliability of the assumptions used to determine fair value. These levels include:

 

Level 1: Unadjusted quoted prices of 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 reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

An asset’s or liability’s placement in the fair value hierarchy is based on the lowest level of input that is significant to the fair value estimate.

The following methods and assumptions were used by the Company to calculate fair values and related carrying amounts of financial instruments:

Cashassets and cash equivalents: The carrying values of cash and cash equivalents as reportedliabilities measured at fair value on the balance sheet approximate fair value.a recurring basis:

Investment securities:The fair values of U.S. Treasury securities and marketable equity securities are based on quoted market prices from active exchange markets. The fair values of debt securities are based on pricing from a matrix pricing model.

Loans held for sale: The carrying value of loans held for sale as reported on the balance sheet approximate fair value.

Net loans: For adjustable-rate loans thatre-price frequently and with no significant credit risk, fair values are based on carrying values. The fair values of othernon-impaired loans are estimated using discounted cash flow analysis, using interest rates currently offered in the market for loans with similar terms to borrowers of similar credit risk. Fair values for impaired loans are estimated using discounted cash flow analysis determined by the loan review function or underlying collateral values, where applicable.

Accrued interest receivable: The carrying value of accrued interest receivable as reported on the balance sheet approximates fair value.

Restricted equity securities:The carrying values of restricted equity securities approximate fair value, due to the lack of marketability for these securities.

Deposits: The fair values of noninterest-bearing deposits and savings, NOW and money market accounts are the amounts payable on demand at the reporting date. The fair value estimates do not include the benefit that results from suchlow-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market. For fixed-rate time deposits, the present value of future cash flows is used to estimate fair values. The discount rates used are the current rates offered for time deposits with similar maturities.

Short-term borrowings: The carrying values of short-term borrowings approximate fair value.

Long-term debt: The fair value of fixed-rate long-term debt is based on the present value of future cash flows. The discount rate used is the current rate offered for long-term debt with the same maturity.

Accrued interest payable: The carrying value of accrued interest payable as reported on the balance sheet approximates fair value.

Off-balance sheet financial instruments:

The majority of commitments to extend credit, unused portions of lines of credit and standby letters of credit carry current market interest rates if converted to loans. Because such commitments are generally unassignable by either the Company or the borrower, they only have value to the Company and the borrower. None of the commitments are subject to undue credit risk. The estimated fair values ofoff-balance sheet financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value ofoff-balance sheet financial instruments was not material at September 30, 2017 and December 31, 2016.

Assets and liabilities measured at fair value on a recurring basis at SeptemberJune 30, 20172018 and December 31, 20162017 are summarized as follows:

 

  Fair Value Measurement Using   Fair Value Measurement Using 

September 30, 2017

  Amount   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant
Other Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 

June 30, 2018

  Amount   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant
Other Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 

State and Municipals:

                

Taxable

  $35,132     $35,132     $33,838     $33,838   

Tax-exempt

   5,801      5,801      14,365      14,365   

Mortgage-backed securities:

                

U.S. Government agencies

   1,536      1,536      21,572      21,572   

U.S. Government-sponsored enterprises

   5,423      5,423      9,089      9,089   

Corporate debt obligations

   8,982      8,982      9,044      9,044   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $56,874   $   $56,874     $87,908     $87,908   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  Fair Value Measurement Using 

December 31, 2016

  Amount   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant
Other Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 

U.S. Treasury securities

  $5,021     $5,021   

State and municipals:

        

Taxable

   42,394      42,394   

Tax-exempt

   5,674      5,674   

Mortgage-backed securities:

        

U.S. Government agencies

   1,890      1,890   

U.S. Government-sponsored enterprises

   8,896      8,896   

Corporate debt obligations

   9,050      9,050   

Equity securities, financial services

   188   $188     
  

 

   

 

   

 

   

 

 

Total

  $73,113   $188   $72,925   
  

 

   

 

   

 

   

 

 

   Fair Value Measurement Using 

December 31, 2017

  Amount   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant
Other Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 

State and municipals:

        

Taxable

  $35,002     $35,002   

Tax-exempt

   16,308      16,308   

Mortgage-backed securities:

        

U.S. Government agencies

   22,817      22,817   

U.S. Government-sponsored enterprises

   10,089      10,089   

Corporate debt obligations

   8,985      8,985   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $93,201     $93,201   
  

 

 

   

 

 

   

 

 

   

 

 

 

Assets and liabilities measured at fair value on a nonrecurring basis at SeptemberJune 30, 20172018 and December 31, 20162017 are summarized as follows:

 

  Fair Value Measurement Using   Fair Value Measurement Using 

September 30, 2017

  Amount   (Level 1)
Quoted Prices
in Active
Markets for
Identical
Assets
   (Level 2)
Significant
Other
Observable
Inputs
   (Level 3)
Significant
Unobservable
Inputs
 

Loans held for sale

  $519     $519   

June 30, 2018

  Amount   (Level 1)
Quoted Prices
in Active
Markets for
Identical
Assets
   (Level 2)
Significant
Other
Observable
Inputs
   (Level 3)
Significant
Unobservable
Inputs
 

Other real estate owned

   144       $144   $90       $90 

Impaired loans, net of related allowance

   908        908    1,372        1,372 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $1,571     $519   $1,052   $1,462       $1,462 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  Fair Value Measurement Using   Fair Value Measurement Using 

December 31, 2016

  Amount   (Level 1)
Quoted Prices
in Active
Markets for
Identical
Assets
   (Level 2)
Significant
Other
Observable
Inputs
   (Level 3)
Significant
Unobservable
Inputs
 

Loans held for sale

  $652     $652   

December 31, 2017

  Amount   (Level 1)
Quoted Prices
in Active
Markets for
Identical
Assets
   (Level 2)
Significant
Other
Observable
Inputs
   (Level 3)
Significant
Unobservable
Inputs
 

Other real estate owned

   625       $625   $236       $236 

Impaired loans, net of related allowance

   1,424        1,424    832        832 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $2,701     $652   $2,049   $1,068       $1,068 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Fair values of impaired loans are based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

Fair value of other real estate owned is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable. Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company utilized Level 3 inputs to determine fair value at SeptemberJune 30, 20172018 and December 31, 2016:2017:

 

Quantitative Information about Level 3 Fair Value Measurements

September 30, 2017

Fair Value
Estimate

Valuation Techniques

Unobservable Input

Range
(Weighted Average)

Other real estate owned

$144Appraisal of collateral

Appraisal adjustments

14.0% to 41.0% (32.4)%

Liquidation expenses

7.0% to 7.0% (7.0)%

Impaired loans

$908Appraisal of collateral

Appraisal adjustments

0.0% to 0.0% (0.0)%

Liquidation expenses

7.0% to 7.0% (7.0)%
Quantitative Information about Level 3 Fair Value Measurements

December 31, 2016

Fair Value
Estimate

Valuation Techniques

Unobservable Input

Range
(Weighted Average)

Other real estate owned

$625Appraisal of collateral

Appraisal adjustments

22.0% to 82.0% (45.0)%

Liquidation expenses

3.0% to 6.0% (5.0)%

Impaired loans

$1,424Discounted cash flow

Discount rate adjustments

3.75% to 5.50% (4.3)%

Liquidation expenses

3.0% to 7.0% (4.5)%
   Quantitative Information about Level 3 Fair Value Measurements

June 30, 2018

  Fair Value
Estimate
   Valuation Techniques  Unobservable Input  Range
(Weighted Average)

Other real estate owned

  $90   Appraisal of collateral  Appraisal adjustments  7.4% to 69.0% (31.0)%
      Liquidation expenses  0.0% to 7.0% (7.0)%

Impaired loans

  $1,372   Appraisal of collateral  Appraisal adjustments  0.0% to 0.0% (0.0)%
      Liquidation expenses  7.0% to 20.0% (11.0)%
   Quantitative Information about Level 3 Fair Value Measurements

December 31, 2017

  Fair Value
Estimate
   Valuation Techniques  Unobservable Input  Range
(Weighted Average)

Other real estate owned

  $236   Appraisal of collateral  Appraisal adjustments  0.0% to 69.0% (39.0)%
      Liquidation expenses  0.0% to 7.0% (7.0)%

Impaired loans

  $832   Appraisal of collateral  Appraisal adjustments  0.0% to 0.0% (0.0)%
      Liquidation expenses  0.0% to 7.0% (7.0)%

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 Inputs which are not identifiable.

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

The carrying and fair values of the Company’s financial instruments at SeptemberJune 30, 20172018 and December 31, 20162017 and their placement within the fair value hierarchy are as follows:

 

      Fair Value Hierarchy       Fair Value Hierarchy 

September 30, 2017

  Carrying
Amount
   Fair Value   Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 

June 30, 2018

  Carrying
Amount
   Fair Value   Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 

Financial assets:

                    

Cash and cash equivalents

  $8,425   $8,425   $8,425       $36,620   $36,620   $36,620     

Investment securities

   56,874    56,874     $56,874      87,908    87,908     $87,908   

Loans held for sale

   519    519      519      873    873      873   

Net loans

   554,783    553,818       $553,818 

Net loans (1)

   933,486    923,867       $923,867 

Accrued interest receivable

   2,786    2,786      589    2,197 

Restricted equity securities

   1,160    1,160    1,160     

Financial liabilities:

          

Deposits

  $1,017,722   $973,490     $973,490   

Long-term debt

   13,091    14,320      14,320   

Accrued interest payable

   449    449      449   
      Fair Value Hierarchy 

December 31, 2017

  Carrying
Amount
   Fair Value   Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 

Financial assets:

          

Cash and cash equivalents

  $25,786   $25,786   $25,786     

Investment securitiesavailable-for-sale

   93,201    93,201     $93,201   

Loans held for sale

   254    254      254   

Net loans (1)

   949,665    954,876       $954,876 

Accrued interest receivable

   1,995    1,995      1,995      3,237    3,237      640    2,597 

Restricted equity securities

   2,186    2,186    2,186        1,306    1,306    1,306     

Financial liabilities:

                    

Deposits

  $574,950   $562,256     $562,256     $1,026,480   $1,022,068     $1,022,068   

Short-term borrowings

   37,250    37,250      37,250      6,000    6,000      6,000   

Long-term debt

   6,503    6,503      6,503      13,233    14,634      14,634   

Accrued interest payable

   213    213      213      468    468      468   
      Fair Value Hierarchy 

December 31, 2016

  Carrying
Amount
   Fair Value   Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 

Financial assets:

          

Cash and cash equivalents

  $19,120   $19,120   $19,120     

Investment securitiesavailable-for-sale

   73,113    73,113    188   $72,925   

Loans held for sale

   652    652      652   

Net loans

   405,611    407,561       $407,561 

Accrued interest receivable

   1,726    1,726      1,726   

Restricted equity securities

   1,845    1,845    1,845     

Financial liabilities:

          

Deposits

  $452,560   $438,744     $438,744   

Short-term borrowings

   31,500    31,500      31,500   

Long-term debt

   11,154    11,148      11,148   

Accrued interest payable

   192    192      192   

(1)

The carrying amount is net of unearned income and the allowance for loan losses in accordance with the adoption of ASU No. 2016-01 where the fair value of loans as of June 30, 2018 was measured using an exit price notion. The fair value of loans at December 31, 2017 was measured using an entry price notion.

Note 8. Revenue recognition:

On January 1, 2018, the Company adopted ASUNo. 2014-09 “Revenue from Contracts with Customers” (Topic 606) and all subsequent ASUs that modified Topic 606. As stated in Note 1 Summary of Significant Accounting Policies, the implementation of the new standard did not have a material impact on the measurement or recognition of revenue; as such, a cumulative effect adjustment to opening retained earnings was not deemed necessary. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of the new guidance. Topic 606 is applicable to noninterest revenue streams such as trust and asset management income, deposit related fees, interchange fees, merchant income, and other fees. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of the Company’s revenue is generated from contracts with customers. Noninterest revenue streamsin-scope of Topic 606 are discussed below.

Service Charges, Fees and Commissions

Service charges on deposit accounts consist of monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Mastercard. Such income is presented net of network expenses as the Company acts as an agent in these transactions. ATM fees are primarily generated when a Company cardholder uses anon-Company ATM, or anon-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Other noninterest income consists of other recurring revenue streams such as commissions from sales of mutual funds and other investments, investment advisor fees from wealth management products, safety deposit box rental fees, and other miscellaneous revenue streams. Commissions from the sale of mutual funds and other investments are recognized on trade date, which is when the Company has satisfied its performance obligation. The Company also receives periodic service fees or trailers from mutual fund companies typically based on a percentage of net asset value. Trailer revenue is recorded over time, usually monthly or quarterly, as net asset value is determined. Investment advisor fees from wealth management products is earned over time and based on an annual percentage rate of the net asset value. The investment advisor fees are charged to the customer’s account in advance on the first month of the quarter, and the revenue is recognized over the following three-month period. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.

Trust and Asset Management

Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon themonth-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.

The following presents noninterest income, segregated by revenue streamsin-scope andout-of-scope of Topic 606, for the three and six months ended June 30, 2018 and 2017.

   Three Months Ended   Six Months Ended 

June 30,

  2018   2017   2018   2017 

Noninterest Income:

        

In-scope of Topic 606:

        

Service charges, fees and commissions

  $1,651   $292   $2,879   $629 

Trust and asset management

   454    225    818    513 
  

 

 

   

 

 

   

 

 

   

 

 

 

Noninterest income(in-scope of Topic 606)

   2,105    517    3,697    1,142 

Noninterest income(out-of-scope of Topic 606)

   428    285    789    439 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total noninterest income

  $2,533   $802   $4,486   $1,581 
  

 

 

   

 

 

   

 

 

   

 

 

 

Contract Balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration, resulting in a contract receivable, or before payment is due, resulting in a contract asset. A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standardmonth-end revenue accruals such as asset management fees based onmonth-end market values. Consideration is often received immediately or shortly after the Company

satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of June 30, 2018 and December 31, 2017, the Company did not have any significant contract balances.

Contract Acquisition Costs

In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained, for example, sales commission. The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of Topic 606, the Company did not capitalize any contract acquisition cost.

Riverview Financial Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

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

The following discussion and analysis should be read in conjunction with the unaudited consolidated interim financial statements contained in Part I, Item 1 of this report, and with our audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our Annual Report on Form10-K for the year ended December 31, 2016.2017.

Cautionary Note Regarding Forward-Looking Statements:

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. These statements are based on assumptions and may describe future plans, strategies and expectations of Riverview Financial Corporation and its direct and indirect subsidiaries. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. All statements in this report, other than statements of historical facts, are forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to: our ability to achieve the intended benefits of acquisitions and integration of previously acquired businesses; restructuring initiatives; changes in interest rates; economic conditions, particularly in our market area; legislative and regulatory changes and the ability to comply with the significant laws and regulations governing the banking and financial services business; monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of Treasury and the Federal Reserve System; credit risk associated with lending activities and changes in the quality and composition of our loan and investment portfolios; demand for loan and other products; deposit flows; competition; changes in the values of real estate and other collateral securing the loan portfolio, particularly in our market area; changes in relevant accounting principles and guidelines; and inability of third party service providers to perform.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, Riverview Financial Corporation does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Notes to the Consolidated Financial Statements referred to in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are incorporated by reference into the MD&A. Certain prior period amounts have been reclassified to conform with the current year’s presentation and did not have any effect on the operating results or financial position of the Company.

Critical Accounting Policies:

Disclosure of our significant accounting policies are included in Note 1 to the consolidated financial statements of the Annual Report on Form10-K for the year ended December 31, 2016.2017. Some of these policies are particularly sensitive requiring significant judgments, estimates and assumptions. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions. We believe that the most critical accounting policies upon which our financial condition and results of operation depend, and which involve the most complex subjective decisions or assessments, are included in Note 1 to the consolidated financial statements in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 20162017, as filed with the Securities and Exchange Commission on March 29, 2017.23, 2018.

Operating Environment:

The United States economy grew at a strongerthe strongest pace in the third quarter of 2017 compared to the same period last year but declined slightly fromnearly four years during the second quarter of 2017.2018 powered by a rebound in consumer spending, exports and business investment. The gross domestic product (“GDP”), the value of all goods and services produced in the United States, increased at an annualized rate of 3.0% in the third quarter of 2017 compared to 2.8% in the third quarter of 2016 and 3.1%4.1% in the second quarter of 2017.2018 compared to 2.2% in the first quarter of 2018. The consumer price index for the last 12 months rose 2.2%2.9% ending September, 2017. This inflation measure has been accelerating since June 2017 when it30, 2018. Excluding the food and energy components, core consumer price index increased 2.3% over the latest twelve months which was 1.6%. Theabove the Federal Open Market Committee (“FOMC”) last changed ratesinflation benchmark of 2.0%. Based on June 14, 2017 where itrecent trends of higher inflation, the FOMC increased the federal funds target rate on June 13, 2018 for the secondfifth time insince the beginning of 2017 to a range of 1.00%1.75% to 1.25%2.00%. The FOMC has continuedis expected to take

continue their gradual pace of interest rate increases aimed at keeping the stance thateconomy from overheating without moving so fast as to curtain the current target range is accommodative and it may take additional monetary policy actions in the near term to increase general market rates.economic expansion. Accordingly, these interest rate increases may have an adverse impact on our loan growth, asset quality and fund costs.

Review of Financial Position:

Total assets increased $138,331, or 25.5%,decreased $11,803, to $681,379$1,151,804 at SeptemberJune 30, 2017,2018, from $543,048$1,163,607 at December 31, 2016.2017. Loans, net increaseddecreased to $560,187$939,887 at SeptemberJune 30, 2017,2018, compared to $409,343$955,971 at December 31, 2016, an increase2017, a decrease of $150,844, or 36.9%.$16,084. The increasedecrease in net loans during 2017the first six months of 2018 was attributable to the hiringprimary a result of multiple teams of seasoned lenders having established customer relationships in newpayments and existing markets.prepayments on commercial and residential real estate loans. Investment securities decreased $16,239,$5,293, or 22.2%5.7%, in the ninesix months ended SeptemberJune 30, 2017.2018. Noninterest-bearing deposits increased $2,282,$14,337, while interest-bearing deposits increased $120,108decreased $23,095 in the ninesix months ended SeptemberJune 30, 2017.2018. Total stockholders’ equity increased $15,459,$4,211, or 36.9%4.0%, to $57,379$110,467 at SeptemberJune 30, 20172018 from $41,920$106,256 atyear-end 2016. On January 20, 2017, the Company announced the successful completion of a $17.0 million private placement of common and preferred securities. The additional capital not only afforded the Company the ability to significantly grow its loan portfolio but more notably the capital raise allowed us to acquire CBT Financial Corp., the parent company of CBT Bank, in a stock transaction valued at approximately $54,568 effective October 1, 2017. This action formed a community banking franchise with approximately $1.2 billion in assets and provides enhanced products and services through 33 banking locations covering 12 Pennsylvania counties. For the ninesix months ended SeptemberJune 30, 2017,2018, total assets averaged $611,477,$1,158,812, an increase of $75,143$574.781 from $536,334$584,031 for the same period in 2016.2017. The growth in average assets was primarily a result of the inclusion of the assets for both Riverview and CBT for the six months ended June 30, 2018, compared to Riverview on a standalone basis for the same period last year. For the thirdsecond quarter of 2017,2018, total assets and deposits decreased $19,362 and $20,883, respectively, while loans, net and deposits increased $55,761, $62,753 and $48,994, respectively, compared to the prior quarter.$5,697.

Investment Portfolio:

The Company’s entire investment portfolio is held asavailable-for-sale, which allows for greater flexibility in using the investment portfolio for liquidity purposes by allowing securities to be sold when favorable market opportunities exist. Investment securitiesavailable-for-sale totaled $56,874$87,908 at SeptemberJune 30, 2017,2018, a decrease of $16,239,$5,293, or 22.2%5.7%, from $73,113$93,201 at December 31, 2016.2017. The reduction was a result of payments, prepayments, and sales on investments partially offset by $6,839 securities acquired in the first six months of 2018.

For the ninesix months ended SeptemberJune 30, 2017,2018, the investment portfolio averaged $71,251, a decrease$92,314, an increase of $814$18,068 compared to $72,065$74,246 for the same period last year. The increase was primarily attributable to assets acquired from the merger. Thetax-equivalent yield on the investment portfolio increased seven basis pointsdecreased to 3.42%2.78% for the ninesix months ended SeptemberJune 30, 2017,2018, from 3.35%3.46% for the comparable period of 2016. Moreover, the2017. Thetax-equivalent yield foron the third quarter of 2017 decreased 14 basis points from 3.47%investment portfolio for the second quarter of 2017.2018 increased eight basis points to 2.81% from 2.74% for the first quarter of 2018.

Securitiesavailable-for-sale are carried at fair value, with unrealized gains or losses net of deferred income taxes reported in the accumulated other comprehensive income (loss) component of stockholders’ equity. We reported a net unrealized holding loss, included as a separate component of stockholders’ equity of $601,$1,686, net of deferred income taxes of $310,$448, at SeptemberJune 30, 2017,2018, and $1,659,893, net of deferred income taxes of $854,$238 at December 31, 2016.

2017. The Asset/Liability Committee (“ALCO”) reviewsincrease in the performance and risk elementsnet unrealized holding loss was a result of the investment portfolio quarterly. Through active balance sheet management and analysis of the securities portfolio, we endeavor to maintain sufficient liquidity to satisfy depositor requirements and meet the credit needs of our customers.increases in general market rates.

Loan Portfolio:

Loan growth increased significantly in 2017. Loans, net, increaseddecreased to $560,187$939,887 at SeptemberJune 30, 20172018 from $409,343$955,971 at December 31, 2016, an increase2017, a decrease of $150,844,$16,084, or 36.9%1.7%. We experienced growthdeclines in all major sectors of loans.loans with the exception of commercial loans that grew $8,673 during the first half of 2018. Business loans, including commercial, construction and commercial real estate loans, increased $149,510,decreased $4,442, or 54.9%0.6%, to $421,831$696,309 at SeptemberJune 30, 20172018 from $272,321$700,751 at December 31, 2016.2017. Retail loans, including residential real estate and consumer loans, increased $1,334,decreased $11,642, or 1.0%4.6%, to $138,356$243,578 at SeptemberJune 30, 20172018 from $137,022$255,220 atyear-end 2016.

For the third quarter of 2017,2017. Comparatively, loans, net, grew $55,438,$95,406, or 11.0%23.3%, in the first half of 2017. Loan originations in the first half of 2018 represented a more moderate pace as compared to the same period of 2017. The reduction in loan growth was a result of management’s decision to focus on improving margins on loan originations through employing prudent pricing practices and maintaining strong underwriting standards. For the second quarter of 2018, loans, net grew $5,697, or 0.6%. Business loans increased $50,191,$11,718, while retail loans increased $5,247decreased $6,021 during the thirdsecond quarter of 2017.2018.

For the ninesix months ended SeptemberJune 30, 2017,2018, loans, net averaged $478,033,$939,559, an increase of $75,155, or 18.7%$491,874 compared to $402,878$447,685 for the same period of 2016.2017. Thetax-equivalent yield on the loan portfolio was 4.35%5.16% for the ninesix months ended SeptemberJune 30, 2017, a 212018, an 84 basis point decreaseincrease from the comparable period last year. Loan accretion included in loan interest income in the first six months of 2018 related to acquired loans was $2,613. Thetax-equivalent yield excluding the loan accretion would have been 4.60% in the first six months of 2018. Thetax-equivalent yield on the loan portfolio increase threedecreased 43 basis points during the thirdsecond quarter of 20172018 to 4.95% from the 4.35%tax-equivalent yield5.38% in the first quarter of 2018 with the primary cause being the reduction in loan accretion from $1,873 for the first quarter of 2018 to $740 for the second quarter of 2017.2018.

In addition to the risks inherent in our loan portfolio in the normal course of business, we are also a party to financial instruments withoff-balance sheet risk to meet the financing needs of our customers. These instruments include legally binding commitments to extend credit, unused portions of lines of credit and commercial letters of credit made under the same underwriting standards ason-balance

sheet instruments, and may involve, to varying degrees, elements of credit risk and interest rate risk (“IRR”) in excess of the amount recognized in the consolidated financial statements.

Off-balance sheet commitments at SeptemberJune 30, 2017,2018, totaled $86,876,$130,154, consisting of $48,695$60,510 in commitments to extend credit, $34,521$65,049 in unused portions of lines of credit and $3,660$4,595 in standby letters of credit. Due to fixed maturity dates, specified conditions within these instruments, and the ultimate needs of our customers, many will expire without being drawn upon. We believe that amounts actually drawn upon can be funded in the normal course of operations and therefore, do not represent a significant liquidity risk to us. In comparison,off-balance sheet commitments, at December 31, 2016,2017, totaled $58,475,$129,734, consisting of $27,829$52,706 in commitments to extend credit, $26,729$72,157 in unused portions of lines of credit and $3,917$4,871 in standby letters of credit.

Asset Quality:

National, Pennsylvania and market area unemployment rates at SeptemberJune 30, 20172018 and 20162017 are summarized as follows:

 

  September 30,
2017
 September 30,
2016
      2018         2017     

United States

  4.2% 4.9%   4.2 4.5

Pennsylvania (statewide)

  4.8% 5.5%

Pennsylvania

   4.4  5.0 

Berks County

  4.8% 5.0%   3.6  4.7 

Blair County

   3.5  5.1 

Centre County

   3.0  3.9 

Clearfield County

   4.1  5.7 

Dauphin County

  4.7% 4.8%   3.4  4.8 

Lebanon

  4.4% 4.4%

Lycoming

  5.5% 6.3%

Huntingdon County

   3.9  5.5 

Lebanon County

   3.1  4.2 

Lycoming County

   4.1  5.5 

Northumberland County

  5.3% 5.9%   4.4  5.3 

Perry County

  4.4% 4.6%   3.1  4.4 

Schuylkill County

  5.9% 6.1%   4.4  5.9 

Somerset County

  5.8% 6.3%   4.1  5.9 

Employment conditions in 20172018 improved for the United States, Commonwealth of Pennsylvania and all of the Counties in which we have branch locations. The average unemployment rate for all of our Counties improved to 3.7% in 2018 from 5.1% in 2017. The lowest unemployment rate in 20172018 for all the Counties we serve was 4.4%3.0% which was in LebanonCentre County with the highest recorded rate being 4.4% in Northumberland and PerrySchuylkill Counties. The decreaseAn increase in unemployment rates may have a positivenegative impact on economic growth within these areas and could have a corresponding effect on our business by increasingdecreasing loan demand and improvingweakening asset quality.

Our asset quality improvedweakened slightly in the ninesix months ended SeptemberJune 30, 2017.2018. Nonperforming assets decreased $1,098,increased $237, or 13.4%2.9% to $7,077$8,388 at SeptemberJune 30, 2017,2018, from $8,175$8,151 at December 31, 2016.2017. We experienced a decreaseincreases in restructured loans, accruing loans past due 90 days or more and foreclosed assets,nonaccrual loans which more thanwere partially offset the increaseby decreases in nonaccrual loans.accruing restructured loans and other real estate owned. As a percentage of loans, net and foreclosed assets, nonperforming assets equaled 1.3%0.89% at SeptemberJune 30, 20172018 compared to 2.0%0.85% at December 31, 2016.2017.

Loans on nonaccrual status increased $379$325 to $1,765$2,070 at SeptemberJune 30, 20172018 from $1,386$1,745 at December 31, 2016.2017. The increase in nonaccrual loans was due to increases of $345$648 in commercial loans and $6 in consumer loans partially offset by decreases of $28 in commercial real estate loans and $191$301 in residential real estate loans partially offset by a $157 decrease in commercial loans. Accruing troubled debt restructured loans declined $637, or 11.0%,$785, to $5,168$4,693 at SeptemberJune 30, 20172018 from $5,805$5,478 at December 31, 2016.2017. Accruing loans past due 90 days or more declined $359,increased $843, while other real estate owned decreased $481$146 during the ninesix months ended SeptemberJune 30, 2017.2018.

ForIn addition, compared to the three months ended September 30,end of the second quarter of 2017, nonperforming assets improved to $7,077, a decrease of $64increased $1,248, from $7,141 at SeptemberJune 30, 2016. There were decreases2017. Decreases in accruing troubled debt restructured loans and other real estate owned, partially offset increases in nonaccrual loans and accruing loans past due 90 days or more and other real estate owned, partially offset by an increase in nonaccrual loans.more.

Generally, maintaining a high loan to deposit ratio is our primary goal in order to maximize profitability. However, this objective is superseded by our attempts to ensure that asset quality remains strong. We continue to focus our efforts on maintaining sound underwriting standards for both commercial and consumer credit.

We maintain the allowance for loan losses at a level we believe adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred loan losses inherent in the remainder of the loan portfolio as of the balance sheet date. The allowance for loan losses is based on past events and current economic conditions. We employ the Federal Financial Institutions

Examination Council Interagency Policy Statement, as amended December 13, 2006, and GAAP in assessing the adequacy of the allowance account. Under GAAP, the adequacy of the allowance account is determined based on the provisions of FASB Accounting Standards Codification (“ASC”) 310, “Receivables”, for loans specifically identified to be individually evaluated for impairment and the requirements of FASB ASC 450, “Contingencies”, for large groups of smaller-balance homogeneous loans to be collectively evaluated for impairment.

We follow our systematic methodology in accordance with procedural discipline by applying it in the same manner regardless of whether the allowance is being determined at a high point or a low point in the economic cycle. Each quarter, the Chief Credit Officer identifies those loans to be individually evaluated for impairment and those loans collectively evaluated for impairment utilizing a standard criteria. Grades are assigned quarterly to loans identified to be individually evaluated. A loan’s grade may differ from period to period based on current conditions and events. However, we consistently utilize the same grading system each quarter. We consistently use loss experience from the latest eight quarters in determining the historical loss factor for each pool collectively evaluated for impairment. Qualitative factors are evaluated in the same manner each quarter and are adjusted within a relevant range of values based on current conditions. For additional disclosure related to the allowance for loan losses refer to the note entitled, “Loans, net and Allowance for Loan Losses”, in the Notes to Consolidated Financial Statements to this Quarterly Report.

The allowance for loan losses increased $1,672$95 to $5,404$6,401 at SeptemberJune 30, 2017,2018, from $3,732$6,306 at the end of 2016.2017. The increase in the allowance was primarily attributable toa result of the significantprovision for loan growth in 2017.losses of $390 for the first six months of 2018 exceeding net charge-offs for the period. For the ninesix months ended SeptemberJune 30, 2017,2018, net charge-offs were $62,$295, or 0.02%0.06%, of average loans outstanding, a $950 decrease$273, increase compared to $1,012,$22, or 0.34%0.01% of average loans outstanding in the same period of 2016. Net charge-offs totaled $40 in the third quarter of 2017 as compared to $1 for the same period last year.2017.

Deposits:

We attract the majority of our deposits from within our eighttwelve county market area that stretches from Schuylkill County in the eastern part of Pennsylvania to Somerset County in the southwestern part of Pennsylvania by offering various deposit products including demand deposit accounts, NOW accounts, business checking accounts, money market deposit accounts, savings accounts, club accounts and time deposits, including certificates of deposit and IRA’s. For the ninesix months ended SeptemberJune 30, 2017,2018, total deposits increaseddecreased to $574,950$1,017,722 from $452,560$1,026,480 at December 31, 2016.2017. Noninterest-bearing transaction accounts increased $2,282, while interest-bearing accounts increased $120,108 in the nine months ended September 30, 2017. Interest-bearing transaction accounts, including NOW, money market$14,337 and savings accounts, increased $104,949, or 40.7%, to $362,611 at September 30, 2017 from $257,662 at December 31, 2016. Total time deposits increased $15,159 to $136,125 at September 30, 2017 from $120,966 at December 31, 2016. Time deposits less than $100 increased $6,768, or 9.2%,$14,628, while time deposits of $100 or more increased $8,391, or 17.6%. Forinterest-bearing transaction accounts decreased $37,723 in the threesix months ended SeptemberJune 30, 2017, total deposits increased $51,055 with growth in all categories except savings accounts.2018.

For the ninequarter ended June 30, 2018, total deposits declined $20,883 as a decrease in interest-bearing deposits of $34,104 more than offset an increase in noninterest-bearing deposits of $13,221.

For the six months ended SeptemberJune 30, interest-bearing deposits averaged $440,638$864,925 in 20172018 compared to $391,990$418,776 in 2016.2017. The cost of interest-bearing deposits was 0.61%0.76% in 20172018 compared to 0.47%0.58% in 2016. For the nine months ended September 30, the overall cost of interest-bearing liabilities including the cost of borrowed funds, was 0.69% in 2017 compared to 0.53% in 2016.2017. The cost of interest-bearing liabilitiesdeposits increased sevennine basis points when comparing the third quarter of 2017 with the second quarter of 2017.

2018 with the first quarter of 2018. Corresponding with recent FOMC actions, interest rates have increased from historic lows that existed for an extended period. All deposit rates have increased and as such, customers have continued to be attracted to interest-bearingnon-maturity deposits to provide flexibility in the event of additionalwe anticipate further increases in general market rates in the near term.our cost of deposits.

Borrowings:

The Bank utilizes borrowings as a secondary source of liquidity for its asset/liability management. Advances are available from the Federal Home Loan Bank of Pittsburgh (“FHLB”) provided certain standards related to credit worthiness have been met. Repurchase and term agreements are also available from the FHLB.

Short-term borrowings are generally used to meet temporary funding needs and consist of federal funds purchased, securities sold under agreements to repurchase, and overnight and short-term borrowings from the Atlantic Community Bankers Bank (“ACBB”) and the FHLB. At SeptemberJune 30, 2017,2018, we did not have any short-term borrowings totaled $37,250outstanding as compared to $31,500$6,000 at December 31, 2016,2017, all of which were borrowed under the Bank’s Open Repo Plus line with the FHLB. For the six months ended June 30, short-term borrowings averaged $3,628 in 2018 and $16,616 in 2017. The average cost of short-term borrowings was 118 basis points1.67% in the ninefirst six months ended September 30, 2017of 2018 and 58 basis points during1.03% for the same period last year.

Long-term debt totaled $6,503$13,091 at SeptemberJune 30, 20172018 as compared to $11,154$13,233 at December 31, 2016.2017. The average cost of long-term debt was 3.11%5.64% in the ninesix months ended SeptemberJune 30, 20172018 and 2.67%2.77% for the same period last year.

Market Risk Sensitivity:

Market risk is the risk to our earnings or financial position resulting from adverse changes in market rates or prices, such as interest rates, foreign exchange rates or equity prices. Our exposure to market risk is primarily interest rate risk (“IRR”) associated with our lending, investing and deposit-gathering activities. During the normal course of business, we are not exposed to foreign exchange risk or commodity price risk. Our exposure to IRR can be explained as the potential for change in our reported earnings and/or the market value of our net worth. Variations in interest rates affect earnings by changing net interest income and the level of other interest-sensitiveinterest-

sensitive income and operating expenses. Interest rate changes also affect the underlying economic value of our assets, liabilities andoff-balance sheet items. These changes arise because the present value of future cash flows, and often the cash flows themselves, change with interest rates. The effects of the changes in these present values reflect the change in our underlying economic value and provide a basis for the expected change in future earnings related to interest rates. IRR is inherent in the role of banks as financial intermediaries. However, a bank with a high degree of IRR may experience lower earnings, impaired liquidity and capital positions, and most likely, a greater risk of insolvency. Therefore, banks must carefully evaluate IRR to promote safety and soundness in their activities.

As a result of economic uncertainty and a prolonged era of historically low marketFOMC actions to raise short-term interest rates, it has become challenging to manage IRR. Due to these factors, IRR and effectively managing it are very important to both bank management and regulators. Bank regulations require us to develop and maintain an IRR management program, overseen by the Board of Directors and senior management, which involves a comprehensive risk management process in order to effectively identify, measure, monitor and control risk. Should bank regulatory agencies identify a material weakness in a bank’s risk management process or high risk exposure relative to capital, bank regulatory agencies may take action to remedy these shortcomings. Moreover, the level of IRR exposure and the quality of a bank’s risk management process is a determining factor when evaluating capital adequacy.

The Asset Liability committee (“ALCO”), comprised of members of our Board of Directors, senior management and other appropriate officers, oversees our IRR management program. Specifically, ALCO analyzes economic data and market interest rate trends, as well as competitive pressures, and utilizes computerized modeling techniques to reveal potential exposure to IRR. This allows us to monitor and attempt to control the influence these factors may have on our rate-sensitive assets (“RSA”) and rate-sensitive liabilities (“RSL”), and overall operating results and financial position. One such technique utilizes a static gap model that considers repricing frequencies of RSA and RSL in order to monitor IRR. Gap analysis attempts to measure our interest rate exposure by calculating the net amount of RSA and RSL that reprice within specific time intervals. A positive gap occurs when the amount of RSA repricing in a specific period is greater than the amount of RSL repricing within that same time frame and is indicated by a RSA/RSL ratio greater than 1.0. A negative gap occurs when the amount of RSL repricing is greater than the amount of RSA and is indicated by a RSA/RSL ratio of less than 1.0. A positive gap implies that earnings will be impacted favorably if interest rates rise and adversely if interest rates fall during the period. A negative gap tends to indicate that earnings will be affected inversely to interest rate changes.

Our cumulativeone-year RSA/RSL ratio equaled 0.791.58 at SeptemberJune 30, 2017.2018. Given the recent actions of the FOMC and the potential for rates to increase in the future, the focus of ALCO has been to move towards a positive static gap position.

The current position at SeptemberJune 30, 2017,2018, indicates that the amount of RSLRSA repricing within one year would exceed that of RSA,RSL, thereby causing increases in market rates, to slightly decreaseincrease net interest income. However, these forward-looking statements are qualified in the aforementioned section entitled “Forward-Looking Discussion” in this Management’s Discussion and Analysis.

Static gap analysis, although a standard measuring tool, does not fully illustrate the impact of interest rate changes on future earnings. First, market rate changes normally do not equally or simultaneously affect all categories of assets and liabilities. Second, assets and liabilities that can contractually reprice within the same period may not do so at the same time or to the same magnitude. Third, the interest rate sensitivity table presents aone-day position. Variations occur daily as we adjust our rate sensitivity throughout the year. Finally, assumptions must be made in constructing such a table.

As the static gap report fails to address the dynamic changes in the balance sheet composition or prevailing interest rates, we utilize a simulation model to enhance our asset/liability management. This model is used to create pro forma net interest income scenarios under various interest rate shocks. Model results at SeptemberJune 30, 2017,2018, produced similar results from those indicated by theone-year static gap position. Given an instantaneous and parallel shift in interest rates of plus 100 basis points, our projected net interest income for the 12 months ending SeptemberJune 30, 2018,2019, would decrease 1.23%increase 3.2% from model results using current interest rates. We will continue to monitor our IRR through employing deposit and loan pricing strategies and directing the reinvestment of loan and investment repayments in order to manage our IRR position.

Financial institutions are affected differently by inflation than commercial and industrial companies that have significant investments in fixed assets and inventories. Most of our assets are monetary in nature and change correspondingly with variations in the inflation rate. It is difficult to precisely measure the impact inflation has on us, however we believe that our exposure to inflation can be mitigated through asset/liability management.

Liquidity:

Liquidity management is essential to our continuing operations and enables us to meet financial obligations as they come due, as well as to take advantage of new business opportunities as they arise. Financial obligations include, but are not limited to, the following:

 

Funding new and existing loan commitments;

Payment of deposits on demand or at their contractual maturity;

 

Repayment of borrowings as they mature;

 

Payment of lease obligations; and

 

Payment of operating expenses.

These obligations are managed daily, thus enabling us to effectively monitor fluctuations in our liquidity position and to adapt that position according to market influences and balance sheet trends. Future liquidity needs are forecasted, and strategies are developed to ensure adequate liquidity at all times.

Historically, core deposits have been the primary source of liquidity because of their stability and lower cost, in general, than other types of funding. Providing additional sources of funds are loan and investment payments and prepayments and the ability to sell both available for sale securities and mortgage loans held for sale. We believe liquidity is adequate to meet both present and future financial obligations and commitments on a timely basis.

We employ a number of analytical techniques in assessing the adequacy of our liquidity position. One such technique is the use of ratio analysis to determine the extent of our reliance on noncore funds to fund our investments and loans maturing after SeptemberJune 30, 2017.2018. Our noncore funds at SeptemberJune 30, 2017,2018, were comprised of time deposits in denominations of $250 or more and other borrowings. These funds are not considered to be a strong source of liquidity since they are very interest rate sensitive and are considered to be highly volatile. At SeptemberJune 30, 2017,2018, our net noncore funding dependence ratio, the difference between noncore funds and short-term investments to long-term assets, was 6.80%1.90%, while our net short-term noncore funding ratio, noncore funds maturing withinone-year, less short-term investments to assets equaled 6.54%1.80%. Comparatively, our overall noncore dependence ratio improved fromyear-end 20162017 when it was 6.85%3.73%. Similarly, our net short-term noncore funding ratio was 7.36%1.96% atyear-end, indicating that our reliance on noncore funds has decreased.

The Consolidated Statements of Cash Flows present the changes in cash and cash equivalents from operating, investing and financing activities. Cash and cash equivalents, consisting of cash on hand, cash items in the process of collection, deposit balances with other banks and federal funds sold, increased $46$10,834 during the ninesix months ended SeptemberJune 30, 2017.2018. Cash and cash equivalents decreased $6,571$3,443 for the same period last year. For the ninesix months ended SeptemberJune 30, 2017,2018, we realized net cash inflows of $596$4,259 from operating activities and $137,854$22,070 from investing activities offset partially by net cash outflows of $15,495 from financing activities. For the same period of 2017, net cash outflows of $375 from operating activities and $88,187 from investing activities were partially offset by a net cash outflowinflow of $138,404 from investing activities. For the same period of 2016, net cash inflows of $2,944 from operating activities and $15,555 from investing activities were more than offset by a net cash outflow of $25,070$85,119 from financing activities.

Operating activities provided net cash of $596$4,259 for the ninesix months ended SeptemberJune 30, 2017 and provided2018 compared to a use of net cash of $2,944$375 for the same period last year. Net income, adjusted for the effects of gains and losses along with noncash transactions such as depreciation, amortization and the provision for loan losses, is the primary source of funds from operations.

Investing activities primarily include transactions related to our lending activities and investment portfolio. Investing activities usedprovided net cash of $138,404$22,070 for the ninesix months ended SeptemberJune 30, 2017.2018. For the comparable period in 2016,2017, investing activities providedused net cash of $15,555.$88,187. In 2017,2018, payments and prepayments on loans exceeding loan originations was the primary factor causing the net cash inflow from investing activities. Conversely, an increase in lending activities was the primary factor causing the net cash outflow from investing activities. Investment portfolio activities along with a decrease in lending were the predominant factors causing the net cash inflow from investing activities in 2016.first half of 2017.

Financing activities providedutilized net cash of $137,854$15,495 for the ninesix months ended SeptemberJune 30, 20172018 and used net cash of $25,070provided $85,119 for the same period last year. Deposit gathering is a predominant financing activity. During the ninesix months ended SeptemberJune 30, 20172018 deposits decreased $8,758 and 2016, deposits increased $122,390 and $10,651, respectively. Also impacting financing activities$71,335, for the same period in 2017 was a capital issuance which accounted for a2017. The repayment of short-term borrowing of $6,000 in the first half of 2018 also impacted net cash inflow of $15,941.from financing activities.

We believe that our future liquidity needs will be satisfied through maintaining an adequate level of cash and cash equivalents, by maintaining readily available access to traditional funding sources, and through proceeds received from the investment and loan portfolios. The current sources of funds are expected to enable us to meet all cash obligations as they come due.

Capital:

Stockholders’ equity totaled $57,379,$110,467, or $11.73$12.15 per common share, at SeptemberJune 30, 2017,2018, and $41,920,$106,256, or $12.95$11.72 per common share, at December 31, 2016.2017. The net increase in stockholders’ equity in the ninesix months ended SeptemberJune 30, 20172018 was a result of the completionrecognition of the sale of approximately $17.0 million, before expenses, in common and preferred equity to accredited investors and qualified institutional buyers through the private placement of 269,885 shares of common stock and 1,348,809 shares of a newly created series of convertible, perpetual preferred stock. All shares of convertible, perpetual preferred stock were subsequently converted to common nonvoting shares at an exchange ratio of 1:1. Stockholders’ equity was also affected by recognizing earnings of $13,$5,598, the payout of cash dividend paymentsdividends of $2,010,$909, compensation costs of $23$1 relating to option grants, the issuance of common stock to Riverview’s ESPP, 401k and dividend reinvestment plans of $373,$265, the issuance of common stock related to the exercise of stock options exercised of $61,$49 and the recognition of a change in other comprehensive incomeloss of $1,058, resulting from net unrealized gains in the investment portfolio.$793.

Bank regulatory agencies consider capital to be a significant factor in ensuring the safety of a depositor’s accounts. These agencies have adopted minimum capital adequacy requirements that include mandatory and discretionary supervisory actions for noncompliance. The Bank’s Tier IAs a result of the merger with CBT, the Company exceeded the asset threshold limitation at year end 2017 and totalbecame subject to risk-based capital ratios are strong and have consistently exceeded the well capitalized regulatoryleverage rules. The Bank has always been subject to risk-based capital and leverage rules.

The Company’s and Bank’s capital ratios of 8.0% and 10.0% required for well capitalized institutions. The ratio of Tier 1 capital to risk-weighted assets andoff-balance sheet items was 9.8% at September 30, 2017 and 9.9% at December 31, 2016. The total risk-based capital ratio was 10.7% at September 30, 2017 and 10.9% at December 31, 2016. In addition, the Bank is required to maintain a minimum common equity Tier 1 capital to risk-weighted assets of 5.75% for the calendar year of 2017. The Bank’s common equity Tier I capital to risk-weighted assets ratio was 9.8% at September 30, 2017 and 9.9% at December 31, 2016. The Bank’s Leverage ratio, which equaled 8.3% at September 30, 2017 and 7.7% at December 31, 2016, exceeded the minimum of 4.0%ratios required for capital adequacy purposes. purposes and to be considered well capitalized under the prompt corrective action provisions are summarized below for the periods ended June 30, 2018 and December 31, 2017:

   Actual  Minimum Regulatory
Capital Ratios under
Basel III (with 1.875%
capital conservation
buffer phase-in)
  Well Capitalized under
Basel III
 

June 30, 2018:

  Amount   Ratio  Amount   Ratio  Amount   Ratio 

Total risk-based capital (to risk-weighted assets):

          

Riverview

  $95,707    10.5 $89,598   ³9.875   

Riverview Bank

   101,870    11.0   91,094   ³9.875  $92,247   ³10.0

Tier 1 capital (to risk-weighted assets):

          

Riverview

   89,236    9.8   71,451   ³7.875    

Riverview Bank

   95,399    10.3   72,644   ³7.875   73,798   ³8.0 

Tier 1 capital (to average total assets):

          

Riverview

   89,236    7.9   44,986   ³  4.00    

Riverview Bank

   95,399    8.5   45,068   ³  4.00   56,335   ³5.0 

Common equity tier 1 risk-based capital
(to risk-weighted assets):

          

Riverview

   82,381    9.1   57,842   ³6.375    

Riverview Bank

  $95,399    10.3  $58,807   ³6.375  $59,960   ³6.5 
   Actual  Minimum Regulatory
Capital Ratios under
Basel III (with 1.25%
capital conservation
buffer phase-in)
  Well Capitalized under
Basel III
 

December 31, 2017:

  Amount   Ratio  Amount   Ratio  Amount   Ratio 

Total risk-based capital (to risk-weighted assets):

          

Riverview

  $90,703    9.8 $85,946   ³9.25   

Riverview Bank

   96,926    10.4   85,963   ³9.25  $92,933   ³10.0

Tier 1 capital (to risk-weighted assets):

          

Riverview

   84,330    9.1   67,363   ³7.25    

Riverview Bank

   90,553    9.7   67,376   ³7.25   74,346   ³8.0 

Tier 1 capital (to average total assets):

          

Riverview

   84,330    7.4   45,583   ³4.00    

Riverview Bank

   90,553    7.9   45,583   ³4.00   56,978   ³5.0 

Common equity tier 1 risk based capital
(to risk-weighted assets):

          

Riverview

   77,996    8.4   53,426   ³5.75    

Riverview Bank

  $90,553    9.7  $53,437   ³5.75  $60,407   ³6.5 

Based on the most recent notification from the FDIC, the Bank was categorized as well capitalized under regulatory capital guidelines.at June 30, 2018 and December 31, 2017. There are no conditions or negative events since this notification that we believe have changed the Bank’s category.

On March 14, 2018, the Board of Directors of Riverview announced the suspension of the payment of its first quarter 2018 dividend in order to conserve capital as a result of recognizing certain material nonrecurring fourth quarter expenses in 2017. The Company recognizednon-recurring merger relatedpre-tax costs of $3,674 in 2017. In addition, in the fourth quarter of 2017, Riverview recognized a $3,888, or $(0.43) per share, charge to income tax expense related to there-measurement of net deferred tax assets resulting from the new 21% federal corporate income tax rate established by the Tax Cuts and Jobs Act, enacted in December 2017.

Review of Financial Performance:

The Company reported net earningsincome of $13$5,598, or $0.03$0.62 per basic and diluted weighted average common share for the ninesix months ended SeptemberJune 30, 2017,2018, compared to net incomeloss of $2,579$388 or $0.80$(0.08) per basic and diluted weighted average common share, for the comparable period of 2016.2017. The return on average assets and return on average stockholders’ equity were 0.97% and 10.38% for the six months ended June 30, 2018. For the second quarter, the Company reported net earningsincome of $2,787, or $0.31 per basic and diluted weighted average common share in 2018, compared to net income of $179 or $0.04 per basic and diluted weighted average common share in 2017. The return on average assets and return on average stockholders’ equity were 0.97% and 10.17% for the three months ended June 30, 2018. The improvement in net income recognized in the nine months ended September 30, 20172018 was directly affected from incurringattributable to the merger with CBT and the implementation of certain costs involved in implementingother strategic initiatives to enhance shareholder value through organic asset growth provided by organic and inorganic opportunities. On January 20,growth. In the first quarter of 2017, Riverview announced the successful completion ofCompany successfully completed a $17.0 million private placement of common and preferred securities. The additional capital affordedallowed Riverview to acquire CBT and provided it with the ability to significantly grow its loan portfolio throughby hiring multiple teams of experienced and established lenders to serve new and existing markets. More notablyThe results for the capital raise allowed Riverview to announce on April 20, 2017, the execution of a definitive business combination agreement to form a strategic partnership with CBT Financial Corp, which was effective October 1, 2017. This action created a community banking franchise with approximately $1.2 billion of assets and provides enhanced products and services through 33 banking locations covering 12 Pennsylvania counties. Mergerfirst six months ended June 30, 2018 includepre-tax merger related costs included in noninterest expense totaled $375 for the nine months ended September 30, 2017.of $461.

Net Interest Income:

Net interest income is the fundamental source of earnings for commercial banks. Fluctuations in the level of net interest income can have the greatest impact on net profits. Net interest income is defined as the difference between interest revenue, interest and fees earned on interest-earning assets, and interest expense, the cost of interest-bearing liabilities supporting those assets. The primary sources of earning assets are loans and investment securities, while interest-bearing deposits, short-term and long-term borrowings comprise interest-bearing liabilities. Net interest income is impacted by:

 

Variations in the volume, rate and composition of earning assets and interest-bearing liabilities;

 

Changes in general market rates; and

 

The level of nonperforming assets.

Changes in net interest income are measured by the net interest spread and net interest margin. Net interest spread, the difference between the average yield earned on earning assets and the average rate incurred on interest-bearing liabilities, illustrates the effects changing interest rates have on profitability. Net interest margin, net interest income as a percentage of earning assets, is a more comprehensive ratio, as it reflects not only the spread, but also the change in the composition of interest-earning assets and interest-

bearinginterest-bearing liabilities.Tax-exempt loans and investments carrypre-tax yields lower than their taxable counterparts. Therefore, in order to make the analysis of net interest income more comparable,tax-exempt income and yields are reported herein on atax-equivalent basis using the prevailing federal statutory tax rate of 34.0%21% in 20172018 and 2016.34% in 2017.

For the threesix months ended SeptemberJune 30,tax-equivalent net interest income increased $675$12,364 to $5,511$21,857 in 20172018 from $4,836$9,493 in 2016. The net interest spread decreased to 3.46% for the three months ended September 30, 2017 from 3.92% for the three months ended September 30, 2016. Thetax-equivalent net interest margin decreased to 3.57% for the third quarter of 2017 from 3.99% for the comparable period of 2016. Thetax-equivalent net interest margin for the second quarter of 2017 was 3.58%.

For the three months ended September 30,tax-equivalent interest income on earning assets increased $1,156 to $6,519 in 2017 from $5,363 in 2016. The yield on earning assets, on2017. Overall, a fullytax-equivalent basis, declined 21 basis points for the three months ended September 30, 2017 at 4.22% as compared to 4.43% for the three months ended September 30, 2016. Thetax-equivalent yield on loans decreased 32 basis points for the third quarter of 2017 to 4.38% from 4.70% for the third quarter of 2016. Average loans increased to $537,740 for the quarter ended September 30, 2017 compared to $400,427 for the same period in 2016. Thetax-equivalent interest earned on loans was $5,938 for the three month period ended September 30, 2017 compared to $4,730 for the same period in 2016, an increase of $1,208. Comparing the third quarters of 2017 and 2016, tax equivalent interest income on investments decreased $72 as average volumes declined $6,292 andtax-equivalent yield decreased 11 basis points.

Total interest expense increased $481 to $1,008 for the three months ended September 30, 2017 from $527 for the three months ended September 30, 2016. Deposit costs increased to 0.67% in the third quarter of 2017 from 0.45% in the third quarter of 2016. The average volume of interest bearing liabilities increased to $524,506 for the three months ended September 30, 2017 as compared to $408,670 for the three months ended September 30, 2016. The cost of funds increased to 0.76% for the third quarter of 2017 as compared to 0.51% for the same period in 2016.

For the nine months ended September 30,tax-equivalent net interest income increased $1,045 to $15,004 in 2017 from $13,959 in 2016. A favorable volume variance of $2,500$11,441 from average earning asset growth exceeding average growth in interest bearing liabilities more than offset an unfavorableand a favorable rate variance of $1,455 from a decline in$923 accounted for the net interest margin.increase. The net interest spread decreased 30increased 55 basis points for the ninesix months ended SeptemberJune 30, 20172018 to 3.47%4.02% from 3.77%3.47% for the ninesix months ended SeptemberJune 30, 2016.2017. Thetax-equivalent net interest margin for the ninesix months ended SeptemberJune 30 was 4.16% in 2018 compared to 3.58% in 2017 compared2017. Loan accretion included in loan interest income in the first half of 2018 related to 3.85%acquired loans was $2,613, resulting in 2016.an increase in thetax-equivalent net interest margin of 50 basis points.

For the ninesix months ended SeptemberJune 30, 2017,2018,tax-equivalent interest income increased $1,843$14,601 to $17,450$25,532 as compared to $15,607$10,931 for the ninesix months ended SeptemberJune 30, 2016.2017. A positive volume variance in interest income of $2,673$13,022 attributable to changes in the average balance of earning assets was offset byand a negativepositive rate variance of $830$1,579 due to a reductionan increase in the yield on earning assets.assets were responsible for the increase intax-equivalent interest income. Average volumes of earning assets increased $76,137$524,986 comparing the ninesix months ended SeptemberJune 30, 20172018 and 2016.2017. Thetax-equivalent yield on earning assets decreased 14increased 74 basis points in 20172018 compared to 2016.2017.

Total interest expense increased $798$2,237 to $2,446$3,675 for the ninesix months ended SeptemberJune 30, 20172018 from $1,648$1,438 for the ninesix months ended SeptemberJune 30, 2016. A change in the volume of average interest bearing liabilities caused interest expense to increase $173.2017. The average volume of interest bearing liabilities increased to $472,805$881,717 for the ninesix months ended SeptemberJune 30, 2017,2018, as compared to $416,363$446,526 for the ninesix months ended SeptemberJune 30, 2016.2017. The increase in the volume of interest-bearing liabilities caused interest expense to increase by $1,581. In addition, we recognized an unfavorable rate variance of $625$656 from a 1619 basis point increase in the overall cost of funds. Cost of funds increased to 0.69%0.84% for the ninesix months ended SeptemberJune 30, 20172018 as compared to 0.53%0.65% for the same period in 2016.2017.

For the three months ended June 30,tax-equivalent net interest income increased $5,358 to $10,364 in 2018 from $5,006 in 2017. The increase intax-equivalent net interest income was primarily attributable to the net growth in average earning assets from the merger and organic loan growth along with an improvement in the tax equivalent net interest margin. Average earning assets grew $96,513 more than the growth of average interest-bearing liabilities comparing the second quarters of 2018 and 2017. Thetax-equivalent net

interest margin for the three months ended June 30, was 3.94% in 2018 compared to 3.58% in 2017. The net interest spread increased to 3.78% for the three months ended June 30, 2018 from 3.47% for the three months ended June 30, 2017. Loan accretion included in loan interest income in the second quarter of 2018 related to acquired loans was $740, resulting in an increase in thetax-equivalent net interest margin of 28 basis points. Thetax-equivalent net interest margin for the first quarter of 2018 was 4.38%.

For the three months ended June 30, 2018,tax-equivalent interest income increased $6,464, to $12,279 from $5,815 for the three months ended June 30, 2017. A volume variance in interest income of $6,302 attributable to changes in the average balance of earning assets was aided by a $162 favorable rate variance due to an improvement in the yield on earning assets. Specifically, the increase was primarily due to the growth in average earning assets which increased $494,606 to $1,054,939 for the second quarter of 2018 from $560,333 for the same period in 2017. The overall yield on earning assets, on a fullytax-equivalent basis, increased for the three months ended June 30, 2018 to 4.67% as compared to 4.16% for the three months ended June 30, 2017. This improvement was a result of the combined impact of the merger along with the associated effects of applying purchase accounting and reporting a higher concentration of loans as a percentage of earning assets. Average loans increased $458,472 comparing the second quarters of 2018 and 2017 which causedtax-equivalent interest income to increase $5,703. Thetax-equivalent yield on the loan portfolio was 4.95% for the three months ended June 30, 2018 compared to 4.35% for the same period last year resulting in an increase of $670 intax-equivalent interest income. Overall, thetax-equivalent interest income on loans increased $6,373 comparing the second quarters of 2018 and 2017. The yield earned on investments decreased 66 basis points for the second quarter of 2018 to 2.81% from 3.47% for the second quarter of 2017 and resulted in a decrease intax-equivalent interest income of $531. Average investments increased to $91,845 for the quarter ended June 30, 2018 compared to $73,500 for the same period in 2017 resulting in an increase intax-equivalent interest income of $539. Overalltax-equivalent interest earned on investments was $644 for the three month period ended June 30, 2018 compared to $636 for the same period in 2017.

Total interest expense increased $1,106 to $1,915 for the three months ended June 30, 2018 from $809 for the three months ended June 30, 2017. An unfavorable volume variance caused interest expenses to increase $785. In addition, an unfavorable rate variance resulted in a $321 increase in fund costs. The average volume of interest bearing liabilities increased to $867,110 for the three months ended June 30, 2018, from $469,017 for the three months ended June 30, 2017. Average interest-bearing deposits increased $418,953 to $853,986 for the second quarter of 2018 from $435,033 for the same period last year. The cost of funds increased to 0.89% for the three months ended June 30, 2018 as compared to 0.69% for the same period in 2017.

The average balances of assets and liabilities, corresponding interest income and expense and resulting average yields or rates paid are summarized as follows. Average balances were calculated using average daily balances. Averages for earning assets include nonaccrual loans. Loan fees are included in interest income on loans. Investment averages includeavailable-for-sale securities at amortized cost. Income on investment securities and loans is adjusted to a tax equivalent basis using the prevailing federal statutory tax rate of 34%.rate.

 

  Nine months ended   Six months ended 
  September 30, 2017 September 30, 2016   June 30, 2018 June 30, 2017 
  Average
Balance
   Interest   Yield/
Rate
 Average
Balance
   Interest   Yield/
Rate
   Average
Balance
   Interest   Yield/
Rate
 Average
Balance
   Interest   Yield/
Rate
 

Assets:

                      

Earning assets:

                      

Loans

                      

Taxable

  $459,703   $14,991    4.36 $390,602   $13,362    4.57  $902,798   $23,467    5.24 $431,345   $9,274    4.34

Tax exempt

   18,330    547    3.99 12,276    395    4.30   36,761    594    3.26 16,340    326    4.02

Investments

                      

Taxable

   65,504    1,610    3.29 59,430    1,383    3.11   77,007    1,065    2.79 68,499    1,133    3.34

Tax exempt

   5,747    212    4.93 12,635    424    4.48   15,307    206    2.71 5,747    141    4.95

Interest bearing deposits

   9,975    78    1.05 9,348    41    0.59   25,347    180    1.43 10,398    47    0.91

Federal funds sold

   1,812    12    0.89 643    2    0.42   2,592    20    1.56 2,497    10    0.81
  

 

   

 

    

 

   

 

     

 

   

 

    

 

   

 

   

Total earning assets

   561,071    17,450    4.16 484,934    15,607    4.30   1,059,812    25,532    4.86 534,826    10,931    4.12

Less: allowance for loan losses

   4,409      3,928        6,483      4,112     

Other assets

   54,815      55,328        105,483      53,317     
  

 

      

 

       

 

      

 

     

Total assets

  $611,477      $536,334       $1,158,812      $584,031     
  

 

      

 

       

 

      

 

     

Liabilities and Stockholders’ Equity:

                      

Interest bearing liabilities:

                      

Money market accounts

  $92,860   $548    0.79 $45,263   $127    0.37  $121,988   $527    0.87 $85,004   $310    0.74

NOW accounts

   140,186    409    0.39 139,267    313    0.30   262,185    738    0.57 128,386    199    0.31

Savings accounts

   80,836    85    0.14 73,660    103    0.19   165,467    66    0.08 80,771    63    0.16

Time deposits less than $100

   76,244    538    0.94 78,740    466    0.79

Time deposits $100 or more

   50,512    441    1.17 55,060    366    0.89

Time deposits

   315,285    1,946    1.24 124,615    628    1.02

Short term borrowings

   22,375    197    1.18 13,676    59    0.58   3,628    30    1.67 16,616    85    1.03

Long-term debt

   9,792    228    3.11 10,697    214    2.67   13,164    368    5.64 11,134    153    2.77
  

 

   

 

    

 

   

 

     

 

   

 

    

 

   

 

   

Total interest bearing liabilities

   472,805    2,446    0.69 416,363    1,648    0.53

Non-interest bearing demand deposits

   76,166      69,862     

Total interest-bearing liabilities

   881,717    3,675    0.84 446,526    1,438    0.65

Non-interest-bearing demand deposits

   158,024      75,326     

Other liabilities

   5,975      6,614        10,287      6,116     

Stockholders’ equity

   56,531      43,495        108,784      56,063     
  

 

      

 

       

 

      

 

     

Total liabilities and stockholders’ equity

  $611,477      $536,334       $1,158,812      $584,031     
  

 

   

 

    

 

   

 

   
  

 

   

 

    

 

   

 

     

 

      

 

     

Net interest income/spread

    $15,004    3.47   $13,959    3.77    $21,857    4.02   $9,493    3.47
    

 

      

 

       

 

      

 

   

Net interest margin

       3.58      3.85       4.16      3.58

Tax-equivalent adjustments:

                      

Loans

    $186      $134       $125      $111   

Investments

     72       144        43       48   
    

 

      

 

       

 

      

 

   

Total adjustments

    $258      $278       $168      $159   
    

 

      

 

       

 

      

 

   

Provision for Loan Losses:

We evaluate the adequacy of the allowance for loan losses account on a quarterly basis utilizing our systematic analysis in accordance with procedural discipline. We take into consideration certain factors such as composition of the loan portfolio, volumes of nonperforming loans, volumes of net charge-offs, prevailing economic conditions and other relevant factors when determining the adequacy of the allowance for loan losses account. We make monthly provisions to the allowance for loan losses account in order to maintain the allowance at the appropriate level indicated by our evaluations. Based on our most current evaluation, we believe that the allowance is adequate to absorb any known and inherent losses in the portfolio as of SeptemberJune 30, 2017.2018.

For the three and ninesix months ended SeptemberJune 30, the provision for loan losses totaled $610$390 in 2018 and $1,734$1,124 in 2017, and $29 and $2842017. We took no provision in 2016.the second quarter of 2018 compared to $519 for the same period last year. The increasedecrease in the provision in 20172018 was a direct result of loan growth.the reduction in loans outstanding.

Noninterest Income:

NoninterestFor the six months ended June 30, noninterest income totaled $4,486 in 2018, an increase of $2,905 from $1,581 for the third quarter decreased $188, or 18.4%, to $835same period in 2017 from $1,023 in 2016. The primary cause2017. Most categories of noninterest income improved as a result of the decrease was a $109 reduction inmerger with the exception of the retail wealth management component of our wealth management division and net gains from theon sale of investment securitiesavailable-for-salesecurities. Service charges, fees and commissions and trust income improved $2,250 and $384, respectively, comparing the first six months of 2018 and 2017. Mortgage banking income in 2018 improved to $43$359 compared to $229 in 2017. Income from bank owned life insurance increased to $390 in the third quarterfirst six months of 2017 from $1522018 compared to $147 for the comparable period in the third quarter of 2016.2017.

For the ninethree months ended SeptemberJune 30, noninterest income amounted to $2,416totaled $2,533 in 2017,2018, an increase of $1,731 from $802 in 2017. As a decreaseresult of $297 from $2,713 in 2016. The most significant factor for the decrease was a $378 decrease inmerger with CBT, all categories increased except net gains recognized on the sale ofavailable-for-sale investment securities. Partially offsetting this decrease were improvementssecurities, which decreased $24. The primary increase occurred in services charges, fees and commissions which increased $1,359 from $292 to $1,651. In addition to the inclusion of $100CBT service charges in wealth management2018, we recognized a $493 loan referral fee in the second quarter. Commissions and fees on fiduciary activities increased $204 to $235, while bank owned life insurance investment income and $33$125 to $199 when comparing the three months ended June 30 of 2018 versus the same period in mortgage banking income.2017.

Noninterest Expenses:

In general, noninterest expense is categorized into three main groups: employee-related expenses, occupancy and equipment expenses and other expenses. Employee-related expenses are costs associated with providing salaries, including payroll taxes and benefits, to our employees. Occupancy and equipment expenses, the costs related to the maintenance of facilities and equipment, include depreciation, general maintenance and repairs, real estate taxes, lease expense and utility costs. Other expenses include general operating expenses such as advertising, contractual services, insurance, including FDIC assessment,assessments, other taxes and supplies. Several of these costs and expenses are variable, while the remainder are fixed. We utilize budgets and other related strategies in an effort to control the variable expenses.

Noninterest expense increased $834,$8,740 or 19.2%85.7%, to $5,167$18,944 for the threesix months ended SeptemberJune 30, 2017,2018, from $4,333$10,204 for the same period last year. TheSalaries and employee benefit expense and other operating expense comprised the majority of the increase, which was associateda result of the merger with an increase in salariesCBT and employee benefits expense of $594 to $2,928 forrelated costs.

For the third quarter of 2017 from $2,334 for the third quarter of 2016. Net occupancy expense and other expenses increased $77 and $163 in the third quarter of 2017 as compared with the same period in 2016.

Noninterestthree months ended June 30, 2018, noninterest expense increased $2,678,$4,367 or 21.1%86.6%, to $15,371 for the nine months ended September 30, 2017,$9,408 from $12,693$5,041 for the same period last year. The majority of the increase in salariesSalaries and employee benefit expense was a result of implementing the lending team lift out initiative and related costs, as well as staffing two full service offices in Berks and Lycoming Counties, respectively. Additions to leased facilities for this newly opened community banking office along with offices to support the lending teams were primarily responsible$5,221 for the $278,three month period ended June 30, 2018, which was an increase of $2,464, or 17.2% increase89.4%, over the same period in occupancy and equipment costs. The majority of2017. For the increase insecond quarter, other expenses comparing the nine months ended September 30, 2017 and 2016 was a result of incurring merger related expenses relatedincreased to the business combination with CBT Financial Corp.$2,953 in 2018 versus $1,441 in 2017.

Income Taxes:

We recorded incomeThe Company benefitted from the Tax Cuts and Jobs Act legislation enacted in the fourth quarter of 2017 which reduced the corporate federal tax expenserate from a maximum of $6935% to a flat rate of 21% effective January 1, 2018. Our effective tax rate was 18.2% for the threefirst six months ended September 30, 2017,of 2018 and income tax expense of $45418.1% for the same period last year. For the nine months ended September 30, income tax expensesecond quarter of $44 was recorded, as compared to an income tax expense of $838 for the comparable period of 2016.2018.

Riverview Financial Corporation

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK

Not applicable to a smaller reporting company.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

At SeptemberJune 30, 2017,2018, the end of the period covered by this Quarterly Report on Form10-Q, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) evaluated the effectiveness of the Company’s disclosure controls and procedures as defined inRule 13a-15(e) under the Exchange Act. Based upon that evaluation, the CEO and CFO concluded that the disclosure controls and procedures, at SeptemberJune 30, 2017,2018, were effective to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosure.

(b) Changes in internal control.

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

PART II - II—OTHER INFORMATION

Item 1. Legal Proceedings

In the opinion of the Company, after review with legal counsel, there are no proceedings pending to which the Company is a party or to which its property is subject, which, if determined adversely to the Company, would have a material effect on the consolidated results of operations or financial condition. There are no proceedings pending other than ordinary, routine litigation incident to the business of the Company. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company by governmental authorities.

Item 1A. Risk Factors

Not required for smaller reporting companies.

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

None.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits.

The following Exhibits are incorporated by reference hereto:

 

31.1  Section302 Certification of the Chief Executive Officer (Pursuant to Rule13a-14(a)/15d-14(a)).
31.2  Section302 Certification of the Chief Financial Officer (Pursuant to Rule13a-14(a)/15d-14(a)).
32.1  Chief Executive Officer’s §1350 Certification (Pursuant to Rule13a-14(b)/15d-14(b)).
32.2  Chief Financial Officer’s §1350 Certification (Pursuant to Rule13a-14(b)/15d-14(b)).
101  Interactive Data File (XBRL).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

By: /s/ Kirk D. Fox
 Kirk D. Fox
 Chief Executive Officer
 (Principal Executive Officer)
Date: November 14, 2017August 9, 2018
By: /s/ Scott A. Seasock
 Scott A. Seasock
 Chief Financial Officer
 (Principal Financial Officer)
Date: November 14, 2017August 9, 2018

 

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