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, 20172019

or

 

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

for the transition period from    

333-201017001-38627

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common StockRIVENasdaq Global Market

Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date: 9,026,3959,167,700 at OctoberJuly 30, 2017.2019.

 

 

 


RIVERVIEW FINANCIAL CORPORATION

FORM10-Q

For the Quarter Ended SeptemberJune 30, 20172019

 

Contents

  Page No. 
PART I. 

FINANCIAL INFORMATION:

  
Item 1. 

Financial Statements (Unaudited)

  
 

Consolidated Balance Sheets at SeptemberJune 30, 20172019 and December 31, 20162018

   3 
 

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

    September June 30, 20172019 and 20162018

   4 
 

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

2019 and 20162018

   5 
 

Consolidated Statements of Cash Flows for the NineSix Months Ended SeptemberJune  30, 20172019 and 20162018

   6 
 

Notes to Consolidated Financial Statements

   7 
Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   2627 
Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

   3537 
Item 4. 

Controls and Procedures

   3537 
PART II 

OTHER INFORMATIONINFORMATION:

  
Item 1. 

Legal Proceedings

   3637 
Item 1A. 

Risk Factors

   3637 
Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

   3637 
Item 3. 

Defaults upon Senior Securities

   3637 
Item 4. 

Mine Safety Disclosures

   3637 
Item 5. 

Other Information

   3637 
Item 6. 

Exhibits

   3638 
 

Signatures

   3739 


Riverview Financial Corporation

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands, except per share data)

 

  September 30,
2017
 December 31,
2016
   June 30,
2019
 December 31,
2018
 

Assets:

      

Cash and due from banks

  $8,425  $7,783   $11,354  $16,708 

Interest-bearing deposits in other banks

   10,741  11,337    29,621  37,108 

Investment securitiesavailable-for-sale

   56,874  73,113    100,254  104,677 

Loans held for sale

   519  652    170  637 

Loans, net

   560,187  409,343    889,305  893,184 

Less: allowance for loan losses

   5,404  3,732    7,002  6,348 
  

 

  

 

   

 

  

 

 

Net loans

   554,783  405,611    882,303  886,836 

Premises and equipment, net

   12,163  12,201    18,144  18,208 

Accrued interest receivable

   1,995  1,726    2,870  3,010 

Goodwill

   5,079  5,408    24,754  24,754 

Intangible assets

   1,099  1,405    3,121  3,509 

Other assets

   29,701  23,812    47,607  42,156 
  

 

  

 

   

 

  

 

 

Total assets

  $681,379  $543,048   $1,120,198  $1,137,603 
  

 

  

 

   

 

  

 

 

Liabilities:

      

Deposits:

      

Noninterest-bearing

  $76,214  $73,932   $160,407  $162,574 

Interest-bearing

   498,736  378,628    819,293  842,019 
  

 

  

 

   

 

  

 

 

Total deposits

   574,950  452,560    979,700  1,004,593 

Short-term borrowings

   37,250  31,500    

Long-term debt

   6,503  11,154    6,932  6,892 

Accrued interest payable

   213  192    445  484 

Other liabilities

   5,084  5,722    17,443  11,724 
  

 

  

 

   

 

  

 

 

Total liabilities

   624,000  501,128    1,004,520  1,023,693 
  

 

  

 

   

 

  

 

 

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, 2019, issued and outstanding 9,167,670 shares; December 31, 2018, issued and outstanding 9,121,555 shares

   101,644  101,134 

Capital surplus

   243  220    304  332 

Retained earnings

   12,848  14,845    13,978  15,063 

Accumulated other comprehensive loss

   (1,139 (2,197   (248 (2,619
  

 

  

 

   

 

  

 

 

Total stockholders’ equity

   57,379  41,920    115,678  113,910 
  

 

  

 

   

 

  

 

 

Total liabilities and stockholders’ equity

  $681,379  $543,048   $1,120,198  $1,137,603 
  

 

  

 

   

 

  

 

 

See notes to consolidated financial statements.

3


Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF INCOME 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,

  2019 2018 2019 2018 

Interest income:

          

Interest and fees on loans:

          

Taxable

  $5,717  $4,598  $14,991  $13,362   $11,680  $11,226  $22,368  $23,467 

Tax-exempt

   146  87  361  261    233  235  463  469 

Interest and dividends on investment securitiesavailable-for-sale:

          

Taxable

   477  539  1,607  1,375    732  542  1,472  1,065 

Tax-exempt

   47  53  140  280    47  81  116  163 

Dividends

   1  3  8      

Interest on interest-bearing deposits in other banks

   31  13  78  41    216  101  447  180 

Interest on federal funds sold

   2   12  2    10   20 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total interest income

   6,420  5,291  17,192  15,329    12,908  12,195  24,866  25,364 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Interest expense:

          

Interest on deposits

   821  447  2,021  1,375    2,099  1,723  4,172  3,277 

Interest on short-term borrowings

   112  3  197  59      30 

Interest on long-term debt

   75  77  228  214    131  192  265  368 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total interest expense

   1,008  527  2,446  1,648    2,230  1,915  4,437  3,675 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net interest income

   5,412  4,764  14,746  13,681    10,678  10,280  20,429  21,689 

Provision for loan losses

   610  29  1,734  284    618   1,201  390 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net interest income after provision for loan losses

   4,802  4,735  13,012  13,397    10,060  10,280  19,228  21,299 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Noninterest income:

          

Service charges, fees and commissions

   270  315  899  933    1,315  1,651  2,368  2,879 

Commission and fees on fiduciary activities

   31  34  92  88    281  235  541  445 

Wealth management income

   179  194  631  531    236  219  483  373 

Mortgage banking income

   205  210  434  401    100  189  206  359 

Bank owned life insurance investment income

   107  118  254  276    194  199  381  390 

Net gain on sale of investment securitiesavailable-for-sale

   43  152  106  484 

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

   40  (42 40 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total noninterest income

   835  1,023  2,416  2,713    2,126  2,533  3,937  4,486 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Noninterest expense:

          

Salaries and employee benefits expense

   2,928  2,334  8,521  6,611    5,830  5,221  13,340  10,543 

Net occupancy and equipment expense

   615  538  1,895  1,617    1,044  1,012  2,133  2,134 

Amortization of intangible assets

   71  95  306  247    194  220  388  441 

Net cost of operation of other real estate owned

   (13 83  161  214 

Net cost (benefit) of operation of other real estate owned

   (92 2  35  1 

Other expenses

   1,566  1,283  4,488  4,004    3,508  2,953  6,552  5,825 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total noninterest expense

   5,167  4,333  15,371  12,693    10,484  9,408  22,448  18,944 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Income (loss) before income taxes

   470  1,425  57  3,417 

Income before income taxes

   1,702  3,405  717  6,841 

Income tax expense (benefit)

   69  454  44  838    268  618  (30 1,243 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net income (loss)

   401  971  13  2,579 

Net income

   1,434  2,787  747  5,598 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Other comprehensive income:

          

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

   (50 (148 1,708  940    1,936  112  2,959  (963

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

   (43 (152 (106 (484   (40 42  (40
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Other comprehensive income (loss)

   (93 (300 1,602  456    1,936  72  3,001  (1,003

Income tax expense (benefit) related to other comprehensive income

   (32 (102 544  155    406  15  630  (210
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Other comprehensive income (loss), net of income taxes

   (61 (198 1,058  301    1,530  57  2,371  (793
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Comprehensive income

  $340  $773  $1,071  $2,880   $2,964  $2,844  $3,118  $4,805 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Per share data:

          

Net income:

          

Basic

  $0.08  $0.30  $0.03  $0.80   $0.16  $0.31  $0.08  $0.62 

Diluted

  $0.08  $0.30  $0.03  $0.80   $0.16  $0.31  $0.08  $0.62 

Average common shares outstanding:

          

Basic

   4,880,676  3,224,053  4,002,165  3,214,967    9,160,290  9,089,011  9,151,850  9,084,054 

Diluted

   4,945,456  3,244,688  4,060,813  3,237,553    9,172,992  9,134,248  9,167,409  9,136,004 

Dividends declared

  $0.14  $0.14  $0.41  $0.41 

See notes to consolidated financial statements.

4


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 

Balance, January 1, 2016

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

Net income

        2,579    2,579 

Other comprehensive income, net of income taxes

         301   301 

Compensation cost of option grants

      31      31 

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

    274        274 

Dividends declared, $0.41 per share

        (1,327   (1,327
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance, September 30, 2016

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

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance, January 1, 2017

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

Net income

        13    13 

Other comprehensive income, net of income taxes

         1,058   1,058 

Compensation cost of option grants

      23      23 

Issuance of 269,885 common shares

    2,658        2,658 

Issuance of 1,348,809 preferred shares

  $13,283         13,283 

Preferred shares converted into common shares

   (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
  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance, September 30, 2017

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

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

For the six months ended June 30,

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

Balance, January 1, 2019

  $101,134   $332  $15,063  $(2,619 $113,910 

Net income

      747    747 

Other comprehensive income, net of income taxes

       2,371   2,371 

Compensation cost of option grants

       

Issuance under ESPP, 401k and Dividend Reinvestment plans: 27,984 shares

   316       316 

Exercise of stock options: 18,131 shares

   194    (28    166 

Dividends declared, $0.20 per share

      (1,832   (1,832
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, June 30, 2019

  $101,644   $304  $13,978  $(248 $115,678 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, January 1, 2018

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

Net income

      5,598    5,598 

Other comprehensive income (loss), net of income taxes

       (793  (793

Compensation cost of option grants

     1     1 

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 shares

      (909   (909
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, June 30, 2018

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

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

For the three months ended June 30,

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

Balance, April 1, 2019

  $101,500   $307  $13,461  $(1,778 $113,490 

Net income

      1,434    1,434 

Other comprehensive income, net of income taxes

       1,530   1,530 

Compensation cost of option grants

       

Issuance under ESPP, 401k and Dividend Reinvestment plans: 12,761 shares

   141       141 

Exercise of stock options: 310 shares

   3    (3   

Dividends declared, $0.10 per share

      (917   (917
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, June 30, 2019

  $101,644   $304  $13,978  $(248 $115,678 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, April 1, 2018

  $100,660   $422  $9,747  $(2,429 $108,400 

Net income

      2,787    2,787 

Other comprehensive income (loss), net of income taxes

       57   57 

Compensation cost of option grants

     2     2 

Issuance under ESPP, 401k and Dividend Reinvestment plans: 10,709 shares

   130       130 

Exercise of stock options:

       

Dividends declared, $0.10 per shares

      (909   (909
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, June 30, 2018

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

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

See notes to consolidated financial statements.

5


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,

  2019 2018 

Cash flows from operating activities:

      

Net income (loss)

  $13  $2,579 

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

   

Depreciation of premises and equipment

   586  533 

Net income

  $747  $5,598 

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

   

Depreciation and amortization of premises and equipment

   589  619 

Provision for loan losses

   1,734  284    1,201  390 

Stock based compensation

   23  31    1 

Net amortization of investment securitiesavailable-for-sale

   315  389    399  402 

Net cost of operation of other real estate owned

   161  214    35  1 

Net gain on sale of investment securitiesavailable-for-sale

   (106 (484

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

   42  (40

Amortization of purchase adjustment on loans

   (127 (704   (1,495 (2,613

Amortization of intangible assets

   306  247    388  441 

Deferred income taxes

   (47 384    (111 1,072 

Proceeds from sale of loans originated for sale

   20,733  18,329    7,599  13,337 

Net gain on sale of loans originated for sale

   (434 (401   (206 (359

Loans originated for sale

   (20,166 (17,654   (6,926 (13,597

Bank owned life insurance investment income

   (254 (276   (381 (390

Net change in:

      

Accrued interest receivable

   (269 (107   140  451 

Other assets

   (1,255 (208   (1,169 60 

Accrued interest payable

   21  (16   (39 (19

Other liabilities

   (638 (196   1,107  (1,095
  

 

  

 

   

 

  

 

 

Net cash provided by (used in) operating activities

   596  2,944 

Net cash provided by operating activities

   1,920  4,259 
  

 

  

 

   

 

  

 

 

Cash flows from investing activities:

      

Investment securitiesavailable-for-sale:

      

Purchases

   (40,916   (10,485 (6,839

Proceeds from repayments

   1,805  7,420    8,728  5,942 

Proceeds from sales

   15,827  37,526    8,740  4,825 

Proceeds from the sale of other real estate owned

   613  1,129    627  196 

Net decrease in restricted equity securities

   (341 1,489    119  146 

Net (increase) decrease in loans

   (151,072 9,996 

Business disposition (acquisition), net of cash

   329  (894

Net decrease (increase) in loans

   4,800  18,351 

Purchases of premises and equipment

   (548 (447   (1,065 (530

Purchases of bank owned life insurance

   (5,017 (27

Proceeds from bank owned life insurance

   279 

Purchase of bank owned life insurance

   (22 (21
  

 

  

 

   

 

  

 

 

Net cash provided by (used in) investing activities

   (138,404 15,555 

Net cash provided by investing activities

   11,442  22,070 
  

 

  

 

   

 

  

 

 

Cash flows from financing activities:

      

Net increase in deposits

   122,390  10,651 

Net increase (decrease) in short-term borrowings

   5,750  (36,575

Net decrease in deposits

   (24,893 (8,758

Net decrease in short-term borrowings

   (6,000

Repayment of long-term debt

   (5,251 (143   (142

Proceeds from long-term debt

   600  2,050    40  

Issuance under ESPP, 401k and DRP plans

   373  274    316  265 

Issuance of common stock

   15,941  

Proceeds from exercise of stock options

   61     166  49 

Cash dividends paid

   (2,010 (1,327   (1,832 (909
  

 

  

 

   

 

  

 

 

Net cash provided by (used in) financing activities

   137,854  (25,070

Net cash used in financing activities

   (26,203 (15,495
  

 

  

 

   

 

  

 

 

Net increase (decrease) in cash and cash equivalents

   46  (6,571   (12,841 10,834 

Cash and cash equivalents - beginning

   19,120  22,688 

Cash and cash equivalents—beginning

   53,816  25,786 
  

 

  

 

   

 

  

 

 

Cash and cash equivalents - ending

  $19,166  $16,117 

Cash and cash equivalents—ending

  $40,975  $36,620 
  

 

  

 

   

 

  

 

 

Supplemental disclosures:

      

Cash paid during the period for:

      

Interest

  $2,425  $1,664   $4,476  $3,694 
  

 

  

 

   

 

  

 

 

Income taxes

  $  $   $   $  
  

 

  

 

   

 

  

 

 

Noncash items from operating activities:

   

Operating leaseright-of-use assets and liabilities

  $4,612  $  
  

 

  

 

 

Noncash items from investing activities:

      

Transfer of owned properties to available for sale

  $540  $  
  

 

  

 

 

Noncash items from financing activities:

   

Other real estate acquired in settlement of loans

  $293  $1,348   $27  $51 
  

 

  

 

   

 

  

 

 

See notes to consolidated financial statements.

6


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”). The Company services its retail and commercial customers through 17 community banking

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 andsmall-to-medium sized businesses in the Pennsylvania market areas of Berks, Blaire, Centre, Clearfield, Cumberland, Dauphin, Huntingdon, Lebanon, Lehigh, 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 toForm10-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 towith 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, 2017,2019, 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, 20162018 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 20162018 Annual Report onForm10-K, filed on March 29, 2017.14, 2019.

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. SignificantThese estimates that are particularly susceptible to material changeand assumptions affect the amounts reported in the near term relate tofinancial statements and 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.disclosures provided. Actual results could differ from those estimates.

Recent Accounting Standards

In January 2016, the FASB issued ASUNo. 2016-01, “Financial Instruments - Overall (Subtopic825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. The amendments Adopted in ASU2016-01, among other things: require equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; require public business entities to use the exit price notion when measuring the fair value of financial instruments 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); and 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. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently assessing the impact that ASU2016-01 will have on its consolidated financial statements. The Company does not expect the adoption of the new accounting guidance to have a material effect on its 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.2019

In February 2016, the FASB issued an update ASUNo. 2016-02, “Leases (Topic 842)”. Among other things,“Leases”, which requires lessees to record most leases on their balance sheet and recognize leasing expenses in the amendments in ASU2016-02, lesseesincome statement. Operating leases, except for short-term leases that are subject to an accounting policy election, will be required to recognizerecorded on the followingbalance sheet for all leases (with the exception of short-term leases) at the commencement date:lessees by establishing a lease liability which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and acorrespondingright-of-use asset, which is an asset that represents the lessee’s rightasset. All entities are required 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,that exist or are entered into after the beginning of the earliest comparative period presented in the financial statements. TheAs the Company elected the transition option provided in ASUNo. 2018-11, 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.was applied on January 1, 2019 (as opposed to January 1, 2017). The Company is currently assessingdid not elect the impact that ASUhindsight practical expedient, which allows entities to use hindsight when determining lease term and impairment of2016-02right-of-use 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”.assets. The amendmentsguidance in this ASU eliminatebecame effective January 1, 2019 at which time 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 classificationCompany recorded on the statementConsolidated Balance Sheet aright-of-use asset and lease liability 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 evaluating 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.

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. Our revenue is comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope ofASU 2014-09, andnon-interest income.ASU 2016-20 and2014-09 could require us to change how we recognize certain revenue streams withinnon-interest income, however, we do not expect these changes to have a significant impact on our financial statements. We continue to evaluate the impact ofASU 2016-20 and2014-09 on our Company and expect to adopt the standard in the first quarter of 2018 with a cumulative effect adjustment to opening retained earnings, if such adjustment is deemed to be significant.

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 is not expected to have a significant impact on the Company’s financial positions, results of operations or disclosures.

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 - 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 - 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.$3,719. 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 assessing ASU2017-05 and does not expect it to have a material impact on its accounting and disclosures.further detail, see Note 7 – Leases.

In March 2017, the FASB issued ASU2017-07, “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 impact of this standard on its 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 impactadoption of ASUNo. 2017-08 on its accounting and disclosures.January 1, 2019, did not have a material effect on our consolidated financial statements.

7


In MayAugust 2017, the FASB issued ASU2017-09, “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 to have a material impact 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 adoption of ASUNo. 2017-12 on January 1. 2019, did not have a material effect on our consolidated financial statements.

Recent Accounting Standards

In June 2016, the FASB issued 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. In November 2018, the FASB issued ASU No.2018-19—Codification Improvements to Topic 326, Financial Instruments—Credit Losses. The amendments clarify that receivables arising from operating leases are not within the scope of Subtopic326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In May 2019, the FASB issued ASU2019-05 “Financial Instruments-Credit Losses (Topic 326)-Targeted Transition Relief” which amends ASU2016-13 to allow companies to irrevocably elect, upon adoption of ASU2016-13, the fair value option on financial instruments that were previously recorded at amortized cost and are within the scope of ASC326-20 if the instruments are eligible for the fair value option under ASC825-10. The fair value option election does not apply toheld-to-maturity debt securities. Entities are required to make this election on aninstrument-by-instrument basis. In December 2018, the federal bank regulatory agencies approved a final rule that modifies their regulatory capital rules and provides institutions the option to phase in over a three-year period anyday-one regulatory capital effects of the new accounting standard. The Company has formed an internal management committee and engaged a third party vendor to assist with the transition to the guidance set forth in this update. The committee is currently evaluating the impact of this update on the Company’s Consolidated Financial Statements, but the ALLL is expected to increase upon adoption since the allowance will be required to cover the full expected life of the portfolio. The extent of this increase is still being evaluated and will depend on economic conditions and the composition of the loan and lease portfolio at the time of adoption. Management is currently evaluating the preliminary modeling results, including a qualitative framework to account for the drivers of credit losses that are not captured by the quantitative model. In July 2019, the FASB tentatively decided to delay the effective date for small reporting public companies to interim and annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company currently expects as of January 1, 2023 to recognize aone-time cumulative effect adjustment to increase the ALLL with an offsetting reduction to the retained earnings component of equity. The effective date is subject to final approval by FASB.

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 flows.

In January 2017, the 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, andincluding 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 August 2018, the FASB issued ASU2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments in this Update improve the effectiveness of fair value measurement disclosures by modifying the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The ASU is effective for all entities in fiscal years beginning after December 15, 2020.2019, including interim periods within those fiscal years. Early adoption is permitted. In addition, an entity may early adopt any of the removed or modified disclosures immediately and delay adoption of the new disclosures until the effective date. The guidance is not expected to have a significant impact on the Company’s financial positions, results of operations or disclosures.

8


In August 2018, the FASB issued ASUNo. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General(Subtopic 715-20)—Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans”.Subtopic 715-20 addresses the disclosure of other accounting and reporting requirements related to single-employer defined benefit pension or other postretirement benefit plans. The amendments in this Update remove disclosures that no longer are considered cost-beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. Although narrow in scope, the amendments are considered an important part of the Board’s efforts to improve the effectiveness of disclosures in the notes to financial statements by applying concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The amendments in this Update apply to all employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for all entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The guidance is not expected to have a significant impact on the Company’s financial positions, results of operations or disclosures.

In August 2018, the FASB issued ASUNo. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” This guidance aligns the accounting for implementation costs related to a hosting arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaininginternal-use software. Common examples of hosting arrangements include software as a service, platform or infrastructure as a service and other similar types of hosting arrangements. While capitalized costs related tointernal-use software is generally considered an intangible asset, costs incurred to implement a cloud computing arrangement that is a service contract would typically be characterized in the company’s financial statements in the same manner as other service costs (e.g., prepaid expense). The new guidance provides that an entity would be required to amortize capitalized implementation costs over the term of the hosting arrangement on a straight-line basis unless another systematic and rational basis is more representative of the pattern in which the entity expects to benefit from access to the hosted software. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with earlier adoption permitted in any annual or interim period for which financial statements have not yet been issued or made available for issuance. The guidance is not expected to have a significant impact on the Company’s financial positions, results of operations or disclosures.

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, 20172019 and December 31, 20162018 is as follows:

 

   September 30,
2017
   December 31,
2016
 

Net unrealized loss on investment securitiesavailable-for-sale

  $(911  $(2,513

Related income taxes

   (310   (854
  

 

 

   

 

 

 

Net of income taxes

   (601   (1,659
  

 

 

   

 

 

 

Benefit plan adjustments

   (815   (815

Related income taxes

   (277   (277
  

 

 

   

 

 

 

Net of income taxes

   (538   (538
  

 

 

   

 

 

 

Accumulated other comprehensive income (loss)

  $(1,139  $(2,197
  

 

 

   

 

 

 
   June 30,
2019
   December 31,
2018
 

Net unrealized gain (loss) on investment securitiesavailable-for-sale

  $818   $(2,183

Income tax expense (benefit)

   172    (458
  

 

 

   

 

 

 

Net of income taxes

   646    (1,725
  

 

 

   

 

 

 

Benefit plan adjustments

   (1,132   (1,132

Income tax benefit

   (238   (238
  

 

 

   

 

 

 

Net of income taxes

   (894   (894
  

 

 

   

 

 

 

Accumulated other comprehensive loss

  $(248  $(2,619
  

 

 

   

 

 

 

Other comprehensive income (loss) and related tax effects for the three and ninesix months ended SeptemberJune 30, 20172019 and 20162018 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,

  2019   2018 

Unrealized gain on investment securitiesavailable-for-sale

  $1,936   $112 

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

     (40
  

 

 

   

 

 

 

Other comprehensive income before taxes

   1,936    72 

Income tax expense

   406    15 
  

 

 

   

 

 

 

Other comprehensive income

  $1,530   $57 
  

 

 

   

 

 

 

 

9


Six months ended June 30,

  2019   2018 

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

  $2,959   $(963

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

   42    (40
  

 

 

   

 

 

 

Other comprehensive income (loss) before taxes

   3,001    (1,003

Income tax expense (benefit)

   630    (210
  

 

 

   

 

 

 

Other comprehensive income (loss)

  $2,371   $(793
  

 

 

   

 

 

 
(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, 20172019 and 2016:2018:

 

Three months ended September 30,

  2017   2016 

Three months ended June 30,

  2019   2018 

Numerator:

        

Net income (loss)

  $401   $971   $1,434   $2,787 

Dividends on preferred stock

    
  

 

   

 

 

Net income (loss) available to common stockholders

  $401   $971 

Undistributed loss allocated to preferred stockholders

    
  

 

   

 

 

Income (loss) allocated to common stockholders

  $401   $971 
  

 

   

 

   

 

   

 

 

Denominator:

        

Basic

   4,880,676    3,224,053    9,160,290    9,089,011 

Dilutive options

   64,780    20,635    12,702    45,237 
  

 

   

 

   

 

   

 

 

Diluted

   4,945,456    3,244,688    9,172,992    9,134,248 
  

 

   

 

   

 

   

 

 

Earnings per share:

        

Basic

  $0.08   $0.30   $0.16   $0.31 

Diluted

  $0.08   $0.30   $0.16   $0.31 

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,

  2019   2018 

Numerator:

    

Net income (loss)

  $747   $5,598 
  

 

 

   

 

 

 

Denominator:

    

Basic

   9,151,850    9,084,054 

Dilutive options

   15,559    51,950 
  

 

 

   

 

 

 

Diluted

   9,167,409    9,136,004 
  

 

 

   

 

 

 

Earnings per share:

    

Basic

  $0.08   $0.62 

Diluted

  $0.08   $0.62 

For the three and six months ended June 30, 2019, there were 25,30043,350 outstanding stock options that were excluded from the dilutive earnings per share calculation. None of the outstanding stock options for the three and ninesix months ended SeptemberJune 30, 2016 that2018 were excluded from the diluted earnings per share calculation because of their antidilutive effect.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.

Effective as of the close of business on June 22, 2017, the Company filed an amendment to the 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 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.10

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, 20172019 and December 31, 20162018 are summarized as follows:

 

September 30, 2017

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

June 30, 2019

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

State and municipals:

                

Taxable

  $35,424   $392   $684   $35,132   $30,754   $590   $11   $31,333 

Tax-exempt

   5,746    55      5,801    5,370    64      5,434 

Mortgage-backed securities:

                

U.S. Government agencies

   1,567      31    1,536    28,669    449    3    29,115 

U.S. Government-sponsored enterprises

   5,516    12    105    5,423    25,135    280    78    25,337 

Corporate debt obligations

   9,532      550    8,982    9,508    31    504    9,035 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $57,785   $459   $1,370   $56,874   $99,436   $1,414   $596   $100,254 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

December 31, 2016

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

U.S. Treasury securities

  $5,088     $67   $5,021 

December 31, 2018

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

State and municipals:

                

Taxable

   44,045   $234    1,885    42,394   $34,025   $145   $892   $33,278 

Tax-exempt

   5,748    3    77    5,674    12,970    2    196    12,776 

Mortgage-backed securities:

                

U.S. Government agencies

   1,905      15    1,890    23,715    61    106    23,670 

U.S. Government-sponsored enterprises

   9,115    28    247    8,896    26,635    11    451    26,195 

Corporate debt obligations

   9,542      492    9,050    9,515      757    8,758 

Equity securities, financial services

   183    5      188 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $75,626   $270   $2,783   $73,113   $106,860   $219   $2,402   $104,677 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The maturity distribution of the fair value, which is the net carrying amount, of the debt securities classified asavailable-for-sale at SeptemberJune 30, 2017,2019, is summarized as follows:

 

September 30, 2017

  Fair
Value
 

June 30, 2019

  Fair
Value
 

Within one year

  $173   $116 

After one but within five years

   2,281    1,859 

After five but within ten years

   9,316    12,267 

After ten years

   38,146    31,560 
  

 

   

 

 
   49,916    45,802 

Mortgage-backed securities

   6,958    54,452 
  

 

   

 

 

Total

  $56,874   $100,254 
  

 

   

 

 

Securities with a carryingfair value of $56,874$68,975 and $47,576$71,797 at SeptemberJune 30, 20172019 and December 31, 2016,2018, 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, 20172019 and December 31, 2016,2018, 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.

11


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, 20172019 and December 31, 2016,2018, 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   Less Than 12 Months   12 Months or More   Total 

September 30, 2017

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

June 30, 2019

  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   $    $    $3,471   $11   $3,471 �� $11 

Tax-exempt

                        

Mortgage-backed securities:

                        

U.S. Government agencies

   1,536    31        1,536    31    451    1    785    2    1,236    3 

U.S. Government-sponsored enterprises

   3,317    58    1,757    47    5,074    105        4,082    78    4,082    78 

Corporate debt obligation

   3,761    239    5,221    311    8,982    550        6,996    504    6,996    504 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $19,147   $555   $20,441   $815   $39,588   $1,370   $451   $1   $15,334   $595   $15,785   $596 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  Less Than 12 Months   12 Months or More   Total   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

            

December 31, 2018

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

State and municipals:

                        

Taxable

   30,895    1,876   $282   $9    31,177    1,885   $2,300   $4   $22,943   $888   $25,243   $892 

Tax-exempt

   3,998    77        3,998    77    1,950    32    9,556    164    11,506    196 

Mortgage-backed securities:

                        

U.S. Government agencies

   1,891    15        1,891    15    7,862    66    1,216    40    9,078    106 

U.S. Government-sponsored enterprises

   7,412    247        7,412    247    18,110    163    7,133    288    25,243    451 

Corporate debt obligation

   9,050    492        9,050    492        8,758    757    8,758    757 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $58,267   $2,774   $282   $9   $58,549   $2,783   $30,222   $265   $49,606   $2,137   $79,828   $2,402 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The Company had 4518 investment securities, consisting of 30five taxable state and municipal obligations, 1110 mortgage-backed securities, and fourthree corporate debt obligations that were in unrealized loss positions at SeptemberJune 30, 2017.2019. Of these securities, 16five taxable state and municipal obligation, twonine mortgage-backed securities and twothree 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, 2017.2019. There was no OTTI recognized for the three and ninesix months ended SeptemberJune 30, 20172019 and 2016.2018.

The Company had 8092 investment securities, consisting of three U.S. Treasury notes, 4939 taxable state and municipal obligations, seven22tax-exempt state and municipal obligations, 17four corporate obligations and 27 mortgage-backed securities and four corporate debt obligations that were in unrealized loss positions at December 31, 2016.2018. Of these securities, one35 taxable state and municipal obligation wasobligations, 19tax-exempt municipal obligations, four corporate obligations and 13 mortgage-backed securities were in a continuous unrealized loss position for twelve months or more.

12


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, 20172019 and December 31, 20162018 are summarized as follows. Net deferred loan costs were $781$1,069 and $1,077$1,026 at SeptemberJune 30, 20172019 and December 31, 2016.2018.

 

  September 30,
2017
   December 31,
2016
   June 30,
2019
   December 31,
2018
 

Commercial

  $74,389   $51,166   $113,844   $122,919 

Real estate:

        

Construction

   9,754    8,605    48,978    39,556 

Commercial

   337,688    212,550    504,553    497,597 

Residential

   131,741    130,874    212,053    221,115 

Consumer

   6,615    6,148    9,877    11,997 
  

 

   

 

   

 

   

 

 

Total

  $560,187   $409,343   $889,305   $893,184 
  

 

   

 

   

 

   

 

 

The changes in the allowance for loan losses account by major classification of loan for the three and ninesix months ended SeptemberJune 30, 20172019 and 20162018 are summarized as follows:

 

    Real Estate         

September 30, 2017

  Commercial Construction Commercial Residential Consumer Unallocated   Total 

June 30, 2019

  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, 2019

  $1,023  $281  $3,459   $1,566  $157  $   $6,486 

Charge-offs

   (24   (18     (42   (13     (20 (109  (142

Recoveries

   1     1     2    6   1    2  31   40 

Provisions

   421  (3 (56 127  (4 125    610    101  210  131    101  75   618 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

  $1,155  $189  $2,909  $937  $46  $168   $5,404   $1,117  $491  $3,591   $1,649  $154  $   $7,002 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 
    Real Estate             Real Estate       

September 30, 2017

  Commercial Construction Commercial Residential Consumer Unallocated   Total 

June 30, 2019

  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, 2019

  $1,162  $404  $3,298   $1,286  $50  $148  $6,348 

Charge-offs

   (34   (34 (7    (75   (389     (20 (253  (662

Recoveries

   1   3  7  2     13    11   2    3  99   115 

Provisions

   559  29  796  175  7  $168    1,734    333  87  291    380  258  (148 1,201 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

  $1,155  $189  $2,909  $937  $46  $168   $5,404   $1,117  $491  $3,591   $1,649  $154  $   $7,002 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 
    Real Estate             Real Estate       

September 30, 2016

  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, 2016

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

Beginning Balance,
April 1, 2018

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

Charge-off

   (93     (10 (63  (166

Recoveries

   5   2    20  25   52 

Provisions

   298  (135 146    106  42  (457 
  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

  $1,026  $249  $3,606   $1,295  $36  $189  $6,401 
  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
    Real Estate       

June 30, 2018

  Commercial Construction Commercial   Residential Consumer Unallocated Total 

Allowance for loan losses:

         

Beginning Balance,
January 1, 2018

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

Charge-offs

   (1 (1  (25 (8    (35   (170     (60 (162  (392

Recoveries

   25  1   1  7     34    8   4    21  64   97 

Provisions

   (72 (13 38  69  5  $2    29    (18 (130 639    (6 97  (192 390 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

  $510  $157  $2,138  $790  $40  $2   $3,637   $1,026  $249  $3,606   $1,295  $36  $189  $6,401 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

  

 

 

      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 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 
13


The allocation of the allowance for loan losses and the related loans by major classifications of loans at SeptemberJune 30, 20172019 and December 31, 20162018 is summarized as follows:

 

       Real Estate             

September 30, 2017

  Commercial   Construction   Commercial   Residential   Consumer   Unallocated   Total 

Allowance for loan losses:

              

Ending balance

  $1,155   $189   $2,909   $937   $46   $168   $5,404 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   25      194    54        273 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

  $1,130   $189   $2,715   $884   $45   $168   $5,131 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans receivable:

              

Ending balance

  $74,389   $9,754   $337,688   $131,741   $6,615     $560,187 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   799      3,671    2,462        6,932 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

  $73,590   $9,754   $334,017   $129,279   $6,615     $553,255 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       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             

June 30, 2019

  Commercial   Construction   Commercial   Residential   Consumer   Unallocated   Total 

Allowance for loan losses:

              

Ending balance

  $1,117   $491   $3,591   $1,649   $154   $    $7,002 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

individually evaluated for impairment

   103      92    50        245 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

collectively evaluated for impairment

   1,014    491    3,499    1,599    154      6,757 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

purchased credit impaired loans

  $    $    $    $    $    $    $  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans receivable:

              

Ending balance

  $113,844   $48,978   $504,553   $212,053   $9,877   $    $889,305 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

individually evaluated for impairment

   879      1,474    2,132        4,485 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

collectively evaluated for impairment

   112,944    48,978    499,958    209,675    9,877      881,432 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

purchased credit impaired loans

  $21   $    $3,121   $246   $    $    $3,388 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       Real Estate             

December 31, 2018

  Commercial   Construction   Commercial   Residential   Consumer   Unallocated   Total 

Allowance for loan losses:

              

Ending balance

  $1,162   $404   $3,298   $1,286   $50   $148   $6,348 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

individually evaluated for impairment

   382      78    28        488 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

collectively evaluated for impairment

   780    404    3,220    1,258    50    148    5,680 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

purchased credit impaired loans

  $    $    $    $    $    $    $  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans receivable:

              

Ending balance

  $122,919   $39,556   $497,597   $221,115   $11,997   $    $893,184 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

individually evaluated for impairment

   1,249      1,643    2,146        5,038 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

collectively evaluated for impairment

   121,521    39,556    492,779    218,468    11,997      884,321 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

purchased credit impaired loans

  $149   $    $3,175   $501   $    $    $3,825 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

14


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 effectedoccur 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, 20172019 and December 31, 2016:2018:

 

September 30, 2017

  Pass   Special
Mention
   Substandard   Doubtful   Total 

June 30, 2019

  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial

  $70,549   $2,277   $1,563     $74,389   $101,234   $7,981   $4,629                   $113,844 

Real estate:

                    

Construction

   9,344    410        9,754    48,814    164        48,978 

Commercial

   326,203    7,753    3,732      337,688    476,590    9,678    18,285      504,553 

Residential

   130,001    28    1,712      131,741    207,925    2,036    2,092      212,053 

Consumer

   6,615          6,615    9,877          9,877 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $542,712   $10,468   $7,007     $560,187   $844,440   $19,859   $25,006     $889,305 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

December 31, 2016:

  Pass   Special
Mention
   Substandard   Doubtful   Total 

December 31, 2018

  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial

  $47,765   $1,604   $1,797     $51,166   $109,609   $9,123   $4,187     $122,919 

Real estate:

                    

Construction

   8,605          8,605    39,265      291      39,556 

Commercial

   200,636    8,063    3,851      212,550    471,364    13,106    13,127      497,597 

Residential

   129,320    28    1,526      130,874    216,218    2,126    2,771      221,115 

Consumer

   6,148          6,148    11,997          11,997 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $392,474   $9,695   $7,174     $409,343   $848,453   $24,355   $20,376     $893,184 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

15

Information concerning


The 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, 20172019 and December 31, 2016 is summarized as follows:2018. 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, 2019

  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

  $199   $    $    $199   $112,849   $775   $113,823 

Real estate:

              

Construction

   10        10    48,968      48,978 

Commercial

   1,044        1,044    499,694    694    501,432 

Residential

   1,097    141    25    1,263    209,848    696    211,807 

Consumer

   43    11    27    81    9,796      9,877 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $2,393   $152   $52   $2,597   $881,155   $2,165   $885,917 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchased credit impaired loans

               3,388 
              

 

 

 

Total Loans

              $889,305 
              

 

 

 
   Accrual Loans         

December 31, 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

  $69   $128   $82   $279   $121,350   $1,141   $122,770 

Real estate:

              

Construction

   11    655    247    913    38,643      39,556 

Commercial

   467    538    170    1,175    492,545    702    494,422 

Residential

   4,537    1,322    290    6,149    213,579    886    220,614 

Consumer

   124    57    50    231    11,766      11,997 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $5,208   $2,700   $839   $8,747   $877,883   $2,729   $889,359 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchased credit impaired loans

               3,825 
              

 

 

 

Total Loans

              $893,184 
              

 

 

 

 

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
 

Commercial

  $1,603   $24   $11   $1,638   $72,751   $74,389   

Real estate:

              

Construction

           9,754    9,754   

Commercial

   569      235    804    336,884    337,688   

Residential

   818    297    440    1,555    130,186    131,741   

Consumer

   3    1      4    6,611    6,615   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $2,993   $322   $686   $4,001   $556,186   $560,187   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

16


The following tables summarize information concerning impaired loans as of and for the three and ninesix months ended SeptemberJune 30, 20172019 and September 30, 2016,2018, and as of and for the year ended, December 31, 20162018 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, 2019

  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   $125   $125   $    $157   $485   $163   $508 

Real estate:

                            

Construction

                       43      43   

Commercial

   2,753    2,753      2,760    32    2,992    90    4,222    4,222      4,240    104    4,255    204 

Residential

   2,274    2,292      2,304    28    2,408    87    2,201    2,201      2,209    34    2,276    125 

Consumer

                            
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   5,751    5,769      5,862    68    6,203    200    6,548    6,548      6,649    623    6,737    837 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

With an allowance recorded:

                            

Commercial

   75    75   $25    78      76    1    774    774    103    808      926   

Real estate:

                            

Construction

                            

Commercial

   918    918    194    820    8    798    20    373    373    92    372    4    413    8 

Residential

   188    326    54    189    2    126    6    178    316    50    179    2    180    3 

Consumer

                            
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,181    1,319    273    1,087    10    1,000    27    1,325    1,463    245    1,359    6    1,519    11 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Commercial

   799    799    25    876    8    879    24    899    899    103    965    485    1,089    508 

Real estate:

                            

Construction

                       43      43   

Commercial

   3,671    3,671    194    3,580    40    3,790    110    4,595    4,595    92    4,612    108    4,668    212 

Residential

   2,462    2,618    54    2,493    30    2,534    93    2,379    2,517    50    2,388    36    2,456    128 

Consumer

                            
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $6,932   $7,088   $273   $6,949   $78   $7,203   $227   $7,873   $8,011   $245   $8,008   $629   $8,256   $848 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

              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, 2018

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

With no related allowance:

                    

Commercial

  $225   $225     $225     $149   $149     $459   $564 

Real estate:

                    

Construction

                    

Commercial

   3,094    3,094      3,168    147    4,284    4,284      6,382    2,846 

Residential

   2,515    2,652      2,747    130    2,466    2,466      2,875    460 

Consumer

                    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   5,834    5,971      6,140    277    6,899    6,899      9,716    3,870 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

With an allowance recorded:

                    

Commercial

   741    741   $8    761    30    1,249    1,249   $382    1,117    7 

Real estate:

                    

Construction

                    

Commercial

   830    830    140    840      534    534    78    676    17 

Residential

             181    319    28    184    3 

Consumer

                    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,571    1,571    148    1,601    30    1,964    2,102    488    1,977    27 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Commercial

   966    966    8    986    30    1,398    1,398    382    1,576    571 

Real estate:

                    

Construction

                    

Commercial

   3,924    3,924    140    4,008    147    4,818    4,818    78    7,058    2,863 

Residential

   2,515    2,652      2,747    130    2,647    2,785    28    3,059    463 

Consumer

                    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $7,405   $7,542   $148   $7,741   $307   $8,863   $9,001   $488   $11,693   $3,897 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

               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
 

With no related allowance:

              

Commercial

  $838   $838     $843   $8   $849   $22 

Real estate:

              

Construction

              

Commercial

   3,438    3,438      3,455    20    3,823    110 

Residential

   2,709    2,846      2,907    34    2,942    102 

Consumer

              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   6,985    7,122      7,205    62    7,614    234 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

With an allowance recorded:

              

Commercial

   126    126   $2    128      132   

Real estate:

              

Construction

              

Commercial

   298    298    55    269      231   

Residential

   119    119    33    119    2    120    4 

Consumer

              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   543    543    90    516    2    483    4 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Commercial

   964    964    2    971    8    981    22 

Real estate:

              

Construction

              

Commercial

   3,736    3,736    55    3,724    20    4,054    110 

Residential

   2,828    2,965    33    3,026    36    3,062    106 

Consumer

              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $7,528   $7,665   $90   $7,721   $64   $8,097   $238 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
17


               This Quarter   Year-to-Date 

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

  $366   $366   $    $700   $19   $909   $372 

Real estate:

              

Construction

              

Commercial

   6,978    6,978      7,531    335    8,134    1,370 

Residential

   3,017    3,085      3,085    58    3,168    137 

Consumer

              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   10,361    10,429      11,316    412    12,211    1,879 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

With an allowance recorded:

              

Commercial

   832    832    58    969    1    705    3 

Real estate:

              

Construction

              

Commercial

   531    531    76    533    1    534    7 

Residential

   185    323    42    186    1    186    3 

Consumer

              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   1,548    1,686    176    1,688    3    1,425    13 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Commercial

   1,198    1,198    58    1,669    20    1,614    375 

Real estate:

              

Construction

              

Commercial

   7,509    7,509    76    8,064    336    8,668    1,377 

Residential

   3,202    3,408    42    3,271    59    3,354    140 

Consumer

              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $11,909   $12,115   $176   $13,004   $415   $13,636   $1,892 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the three and ninesix months ended SeptemberJune 30, interest income related to impaired loans, would have been $23$25 and $77$85 in 20172019 and $90$9 and $317$56 in 20162018 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.

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 $2,753 at June 30, 2019, $2,925 at December 31, 2018 and $4,804 at June 30, 2018.

There were no loans modified as troubled debt restructuring forduring the threesecond quarter of 2019 and one loan modified during the six months ended SeptemberJune 30, 2017 and two loans modified as troubled debt restructuring for the nine months ended September 30, 2017 in the amount of $138. These loans are 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 balance 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 agreement at an increase rate of interest due to past due real estate taxes.2019. There were no loans modified as troubled debt restructuring for the three and ninesix months ending Septemberended June 30, 2016. There were no commitments to extend additional funds to borrowers

having loans considered troubled debt restructurings at September 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 properties in the process of foreclosure totaling $682 at September 30, 2017.2018.

During the three months ending Septemberended June 30, 2017,2019, there were no defaults on loans restructured and one default on a restructured loan totaling $223 during the six months ended June 30, 2019. During the three months ended June 30, 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 twelve months totaling $1,374. These loans were comprised of four residential real estate loans and one commercial real estate loan. As of September 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. During the three months and ninesix months ended SeptemberJune 30, 2016, there were no defaults on loans restructured within the last 12 months.2018.

18


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, 20172019 and December 31, 20162018 were as follows:

 

  September 30,
2017
   December 31,
2016
   June 30,
2019
   December 31,
2018
 

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   $5,850   $7,491 

Carrying Amount

   730    887    3,388    3,825 

Other purchased loans evaluated collectively for incurred credit losses

    

Other purchased loans evaluated collectively for incurred credit losses:

    

Outstanding balance

   72,449    84,743    279,003    315,013 

Carrying Amount

   71,864    83,670    278,869    314,328 

Total Purchased Loans

    

Total Purchased Loans:

    

Outstanding balance

   73,665    86,144    284,853    322,504 

Carrying Amount

  $72,594   $84,557   $282,257   $318,153 

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   2019   2018   2019   2018 

Balance - beginning of period

  $313   $457   $370   $524 

Balance—beginning of period

  $430   $1,655   $579   $2,129 

Accretion recognized during the period

   (32   (410   (76   (539   (591   (411   (774   (1,854

Net reclassification fromnon-accretable to accretable

   (2   326    (15   388    466    195    500    1,164 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Balance - end of period

  $279   $373   $279   $373 

Balance—end of period

  $305   $1,439   $305   $1,439 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

19


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, 2017,2019, totaled $86,876,$179,115 consisting of $48,695$98,651 in commitments to extend credit, $34,521$74,498 in unused portions of lines of credit and $3,660$5,966 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, 2016,2018, totaled $58,475,$161,732, consisting of $27,829$96,431 in commitments to extend credit, $26,729$59,512 in unused portions of lines of credit and $3,917$5,789 in standby letters of credit.

6. Other assets:

The components of other assets at SeptemberJune 30, 20172019 and December 31, 20162018 are summarized as follows:

 

  September 30,
2017
   December 31,
2016
   June 30,
2019
   December 31,
2018
 

Other real estate owned

  $144   $625   $86   $721 

Bank owned life insurance

   17,128    11,857    30,265    29,862 

Restricted equity securities

   2,186    1,845    935    1,054 

Deferred tax assets

   6,904    7,402    5,365    5,884 

Leaseright-of-use assets

   4,205   

Other assets

   3,339    2,083    6,751    4,635 
  

 

   

 

   

 

   

 

 

Total

  $29,701   $23,812   $47,607   $42,156 
  

 

   

 

   

 

   

 

 

As a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”) 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. Leases:

On January 1, 2019, the Company adopted ASU2016-02, Leases, as further explained in Note 1, Summary of Significant Accounting Policies. The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch and back office operations. On January 1, 2019, the Company leased 12 of its 32 locations. The Company’s branch locations operating under lease agreements have all been designated as operating leases. In addition, the Company leases certain equipment under operating leases. The Company does not have leases designated as finance leases.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating leaseright-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any leasepre-payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease andnon-lease components, which the Company has elected to account for separately as thenon-lease component amounts are readily determinable under most leases.

On June 30, 2019, the Company leased 14 of its 33 locations. The Company’s lease ROU assets and related lease liabilities were $4,205 and $4,223, respectively, and have remaining terms ranging from 1 to 35 years, including extension options that the Company is reasonably certain will be exercised. For the three and six months ended June 30, 2019, operating lease cost totaled $188 and $335, respectively.

20


The table below summarizes other information related to our operating leases:

   Six Months Ended
June 30, 2019
 

Cash paid for amounts included in the measurement of lease liabilities:

  

Operating cash flows from operating leases

  $273 

ROU assets obtained in exchange for lease liabilities

  $4,612 

Weighted average remaining lease term—operating leases, in years

   10.65 

Weighted average discount rate—operating leases

   3.07

The following table outlines lease payment obligations as outlined in the Company’s lease agreements for each of the next five years and thereafter in addition to a reconcilement to the Company’s current lease liability.

2019

  $384 

2020

   742 

2021

   715 

2022

   635 

2023

   445 

Thereafter

   2,232 
  

 

 

 

Total lease payments

   5,153 

Less imputed interest

   (930
  

 

 

 
  $4,223 
  

 

 

 

As of June 30, 2019, the Company entered into two new lease arrangements. The combined lease ROU assets and related lease liabilities were respectively, $893.

8. 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.

21


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, 20172019 and December 31, 20162018 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, 2019

  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     $31,333     $31,333   

Tax-exempt

   5,801      5,801      5,434      5,434   

Mortgage-backed securities:

                

U.S. Government agencies

   1,536      1,536      29,115      29,115   

U.S. Government-sponsored enterprises

   5,423      5,423      25,337      25,337   

Corporate debt obligations

   8,982      8,982      9,035      9,035   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $56,874   $   $56,874     $100,254     $100,254   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  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, 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

  $33,278                       $33,278                     

Tax-exempt

   12,776      12,776   

Mortgage-backed securities:

        

U.S. Government agencies

   23,670      23,670   

U.S. Government-sponsored enterprises

   26,195      26,195   

Corporate debt obligations

   8,758      8,758   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $104,677     $104,677   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other real estate owned: Assets acquired through loan foreclosure are recorded at fair value less costs to sell, with any difference between the fair value of the property and the carrying value of the loan recorded as acharge-off. If the fair value is higher than the carrying amount of the loan, the excess is recognized first as a recovery and then as noninterest income. Subsequent changes in value are reported as adjustments to the carrying amount and are recorded in noninterest expense. The carrying value of other real estate owned is notre-measured to fair value on a recurring basis, but is subject to fair value adjustments when the carrying value differs from the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals and is updated at least annually. The Company classifies other real estate owned in level 3 of the fair value hierarchy.

Impaired loans: The fair value of impaired loans is specifically reviewed for purposes of determining the appropriate amount of impairment to be allocated to the ALLL. Fair value is generally measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed third-party appraiser (Level 3). The value of business equipment is based on an outside appraisal, if deemed significant, or the net book value on the applicable borrower financial statements. Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3). Impaired loans are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income (Loss).

22


Assets and liabilities measured at fair value on a nonrecurring basis at SeptemberJune 30, 20172019 and December 31, 20162018 are summarized as follows:

 

   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   

Other real estate owned

   144       $144 

Impaired loans, net of related allowance

   908        908 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,571     $519   $1,052 
  

 

 

   

 

 

   

 

 

   

 

 

 
   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   

Other real estate owned

   625       $625 

Impaired loans, net of related allowance

   1,424        1,424 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $2,701     $652   $2,049 
  

 

 

   

 

 

   

 

 

   

 

 

 

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.

   Fair Value Measurement Using 

June 30, 2019

  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

  $86                                           $86 

Impaired loans, net of related allowance

   1,080        1,080 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,166       $1,166 
  

 

 

   

 

 

   

 

 

   

 

 

 
   Fair Value Measurement Using 

December 31, 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

  $721                                           $721 

Impaired loans, net of related allowance

   1,476        1,476 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $2,197       $2,197 
  

 

 

   

 

 

   

 

 

   

 

 

 

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, 20172019 and December 31, 2016:2018

 

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, 2019

  Fair Value
Estimate
   

Valuation Techniques

  

Unobservable Input

  

Range
(Weighted Average)

Other real estate owned

  $86   Appraisal of collateral  Appraisal adjustments  0.0% to 31.5% (31.1)%
      Liquidation expenses  0.0% to 10.0% (7.6)%

Impaired loans

  $1,080   Appraisal of collateral  Appraisal adjustments  0.0% to 10.0% (1.9)%
      Liquidation expenses  0.0% to 25.0% (11.2)%
   Quantitative Information about Level 3 Fair Value Measurements

December 31, 2018

  Fair Value
Estimate
   

Valuation Techniques

  

Unobservable Input

  

Range
(Weighted Average)

Other real estate owned

  $721   Appraisal of collateral  Appraisal adjustments  0.0% to 69.0% (28.4)%
      Liquidation expenses  0.0% to 7.0% (7.0)%

Impaired loans

  $1,476   Appraisal of collateral  Appraisal adjustments  0.0% to 0.0% (0.0)%
      Liquidation expenses  7.0% to 25.0% (10.3)%

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.23


The carrying and fair values of the Company’s financial instruments at SeptemberJune 30, 20172019 and December 31, 20162018 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)
 

Financial assets:

          

June 30, 2019

  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       $40,975   $40,975   $40,975     

Investment securities

   56,874    56,874     $56,874      100,254    100,254     $100,254   

Loans held for sale

   519    519      519      170    170      170   

Net loans

   554,783    553,818       $553,818 

Net loans(1)

   882,303    868,262       $868,262 

Accrued interest receivable

   1,995    1,995      1,995      2,870    2,870      549    2,321 

Restricted equity securities

   2,186    2,186    2,186     

Financial liabilities:

          

Financial liabilities:

          

Deposits

  $574,950   $562,256     $562,256     $979,700   $980,040     $980,040   

Short-term borrowings

   37,250    37,250      37,250   

Long-term debt

   6,503    6,503      6,503      6,932    6,932      6,932   

Accrued interest payable

   213    213      213      445    445      445   
      Fair Value Hierarchy       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:

          

December 31, 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

  $19,120   $19,120   $19,120       $53,816   $53,816   $53,816     

Investment securitiesavailable-for-sale

   73,113    73,113    188   $72,925      104,677    104,677     $104,677   

Loans held for sale

   652    652      652      637    637      637   

Net loans

   405,611    407,561       $407,561 

Net loans(1)

   886,836    872,455       $872,455 

Accrued interest receivable

   1,726    1,726      1,726      3,010    3,010      663    2,347 

Restricted equity securities

   1,845    1,845    1,845     

Financial liabilities:

          

Financial liabilities:

          

Deposits

  $452,560   $438,744     $438,744     $1,004,593   $999,929     $999,929   

Short-term borrowings

   31,500    31,500      31,500   

Long-term debt

   11,154    11,148      11,148      6,892    6,892      6,892   

Accrued interest payable

   192    192      192      484    484      484   
(1)

The carrying amount is net of unearned income and the allowance for loan losses in accordance with the adoption of ASUNo. 2016-01 where the fair value of loans as of June 30, 2019 and December 31, 2018 was measured using an exit price notion.

Note 9. 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. 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.

24


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, safe 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, 2019 and 2018.

   Three Months Ended   Six Months Ended 

June 30,

  2019   2018   2019   2018 

Noninterest Income:

        

In-scope of Topic 606:

        

Service charges, fees and commissions

  $1,315   $1,651   $2,368   $2,879 

Trust and asset management

   517    454    1,024    818 
  

 

 

   

 

 

   

 

 

   

 

 

 

Noninterest income(in-scope of Topic 606)

   1,832    2,105    3,392    3,697 

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

   294    428    545    789 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total noninterest income

  $2,126   $2,533   $3,937   $4,486 
  

 

 

   

 

 

   

 

 

   

 

 

 

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, 2019 and December 31, 2018, the Company did not have any significant contract balances.

25


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.

26


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 onForm10-K for the year ended December 31, 2016.2018.

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 onForm10-K for the year ended December 31, 2016.2018. 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 onForm10-K for the fiscal year ended December 31, 20162018, as filed with the Securities and Exchange Commission on March 29, 2017.14, 2019.

Operating Environment:

The United States economy grew at a stronger pace in the third quarter of 2017 compared to the same period last year but declined slightly from the second quarter of 2017. TheEconomic growth measured as 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%2.1% in the second quarter of 2017.2019. This represents a decrease from 3.1% recorded in the first quarter of 2019, reflecting negative contributions from business investment, exports, and both residential and nonresidential investment, but was partially offset by increases in personal consumption expenditures and government spending. The consumer price index for the last 12 months rose 2.2%1.6% ending September, 2017. This inflation measure has been accelerating since June 2017 when it was 1.6%. The30, 2019. Excluding the food and energy components, core consumer price index increased 2.1% over the latest twelve months, slightly above the Federal Open Market Committee (“FOMC”) last changed rates on June 14, 2017 where it increasedinflation benchmark of 2.0%. On July 31, 2019 the FOMC lowered the federal funds target rate for the second time in 2017range by 25 basis points to a range of 1.00%2.00% to 1.25%. The FOMC has continued to take2.25%, citing global risk and soft business spending as the stance thatcatalyst for the current target range is accommodative and it may take additional monetary policy actionsdecision, while also acknowledging strength in the near termlabor market and moderate growth in economic activity. Signals are mixed in regard to increase general market rates.future rate changes. Accordingly, theseadditional interest rate increasesdecreases may have an adverse impact on our loan growth, asset quality and fund costs.

net interest margin.

27


Review of Financial Position:

Total assets increased $138,331, or 25.5%,decreased $17,405 to $681,379$1,120,198 at SeptemberJune 30, 2017,2019, from $543,048$1,137,603 at December 31, 2016.2018. Loans, net, increaseddecreased to $560,187$889,305 at SeptemberJune 30, 2017,2019, compared to $409,343$893,184 at December 31, 2016, an increase2018, a decrease of $150,844, or 36.9%. The increase in net$3,879. Business lending, including commercial and commercial real estate loans, decreased $2,119, retail lending, including residential mortgages and consumer loans, decreased $11,182, while construction lending increased $9,422 during 2017 was attributable to the hiring of multiple teams of seasoned lenders having established customer relationships in new and existing markets.six months ended June 30, 2019. Investment securities decreased $16,239,$4,423, or 22.2%4.2%, in the ninesix months ended SeptemberJune 30, 2017.2019. Noninterest-bearing deposits increased $2,282,decreased $2,167, while interest-bearing deposits increased $120,108 indecreased $22,726 during the ninesix months ended SeptemberJune 30, 2017.2019. Total stockholders’ equity increased $15,459,$1,768, or 36.9%1.6%, to $57,379$115,678 at SeptemberJune 30, 20172019 from $41,920$113,910 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.2018. For the ninesix months ended SeptemberJune 30, 2017,2019, total assets averaged $611,477, an increase$1,128,258, a decrease of $75,143$30,554 from $536,334$1,158,812 for the same period in 2016. For the third quarter of 2017, total assets, loans, net and deposits increased $55,761, $62,753 and $48,994, respectively, compared to the prior quarter.2018.

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$100,254 at SeptemberJune 30, 2017,2019, a decrease of $16,239,$4,423, or 22.2%4.2%, from $73,113$104,677 at December 31, 2016.2018. The decrease was a result of payments, prepayments, and sales of investments, partially offset by $10,485 securities acquired during the six months ended June 30, 2019.

For the ninesix months ended SeptemberJune 30, 2017,2019, the investment portfolio averaged $71,251, a decrease$105,179, an increase of $814$12,865, compared to $72,065$92,314 for the same period last year. Thetax-equivalent yield on the investment portfolio increased seven basis points to 3.42%3.10% for the ninesix months ended SeptemberJune 30, 2017,2019, from 3.35%2.78% for the comparable period of 2016. Moreover, the2018. Thetax-equivalent yield foron the third quarter of 2017 decreased 14 basis points from 3.47%investment portfolio for the second quarter of 2017.2019 increased one basis point to 3.11% from 3.10% for the first quarter of 2019.

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,gain, included as a separate component of stockholders’ equity of $601,$646, net of deferred income taxes of $310, at September$172 June 30, 2017, and $1,659,2019. This compares with a net unrealized holding loss of $1,725, net of deferred income taxes of $854,$458, at December 31, 2016.

2018. The Asset/Liability Committee (“ALCO”) reviews the performance and risk elementschange from an unrealized holding loss to an unrealized holding gain 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.reductions in general market rates.

Loan Portfolio:

Loan growth increased significantly in 2017. Loans, net, increaseddecreased to $560,187$889,305 at SeptemberJune 30, 20172019 from $409,343$893,184 at December 31, 2016, an increase2018, a decrease of $150,844,$3,879, or 36.9%0.4%. We experienced growth in all major sectors of loans. Business loans, including commercial construction and commercial real estate loans, increased $149,510,decreased $2,119, or 54.9%0.3%, to $421,831$618,397 at SeptemberJune 30, 20172019 from $272,321$620,516 at December 31, 2016.2018. Retail loans, including residential real estate and consumer loans, increased $1,334,decreased $11,182, or 1.0%4.8%, to $138,356$221,930 at SeptemberJune 30, 20172019 from $137,022$233,112 atyear-end 2016. December 31, 2018. Construction lending increased $9,422, or 23.8%, to $48,978 at June 30, 2019 from $39,556 at December 31, 2018. Net loan repayments in the first six months of 2019 represented a more moderate pace as compared to the same period of 2018. 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 third quarter of 2017, loans, net grew $55,438, or 11.0%. Business loans increased $50,191, while retail loans increased $5,247 during the third quarter of 2017.

For the ninesix months ended SeptemberJune 30, 2017,2019, loans, net averaged $478,033, an increase$887,431, a decrease of $75,155, or 18.7%$52,128 compared to $402,878$939,559 for the same period of 2016.in 2018. Thetax-equivalent yield on the loan portfolio was 4.35%5.22% for the ninesix months ended SeptemberJune 30, 2017,2019, a 21six basis point decreaseincrease from the comparable period last year. Loan accretion included in loan interest income in the first six months of 2019 related to acquired loans was $1,495. Thetax-equivalent yield on the loan portfolio increase threeincreased 39 basis points during the thirdsecond quarter of 20172019 to 5.41% from 5.02% in the 4.35%first quarter of 2019. The primary cause for the increase in thetax-equivalent yield was primarily due to accretion on purchase loans with $1,056 realized in the second quarter of 2017.2019 versus $439 for first quarter of 2019.

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, 2017,2019, totaled $86,876,$179,115, consisting of $48,695$98,651 in commitments to extend credit, $34,521$74,498 in unused portions of lines of credit and $3,660$5,966 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, 2016,2018, totaled $58,475,$161,732, consisting of $27,829$96,431 in commitments to extend credit, $26,729$59,512 in unused portions of lines of credit and $3,917$5,789 in standby letters of credit.

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Asset Quality:

National, Pennsylvania and market area unemployment rates at SeptemberJune 30, 20172019 and 20162018 are summarized as follows:

 

  September 30,
2017
 September 30,
2016
  2019 2018 

United States

  4.2% 4.9%   3.7 4.0

Pennsylvania (statewide)

  4.8% 5.5%

Pennsylvania

   4.0 4.6

Berks County

  4.8% 5.0%   3.8 4.5

Blair County

   3.5 4.8

Centre County

   3.0 3.9

Clearfield County

   3.9 5.1

Cumberland County

   3.0 3.8

Dauphin County

  4.7% 4.8%   3.5 4.4

Lebanon

  4.4% 4.4%

Lycoming

  5.5% 6.3%

Huntingdon County

   4.2 5.2

Lebanon County

   3.3 4.1

Lehigh County

   4.0 4.9

Lycoming County

   4.0 4.9

Northumberland County

  5.3% 5.9%   4.7 5.1

Perry County

  4.4% 4.6%   3.0 4.1

Schuylkill County

  5.9% 6.1%   4.5 5.4

Somerset County

  5.8% 6.3%   4.0 5.2

Employment conditions in 20172019 improved for the United States, the Commonwealth of Pennsylvania, and for all of the Countiescounties in which we have branch locations. The average unemployment rate for all our counties improved to 3.7% in 2019 from 4.7% in 2018. The lowest unemployment rate in 20172019 for all the Countiescounties we serve was 4.4%3.0% which was in LebanonPerry County, Centre County and Perry Counties. The decreaseCumberland County and the highest recorded rate being 4.7% in Northumberland County. An 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 improved in the ninesix months ended SeptemberJune 30, 2017.2019. Nonperforming assets decreased $1,098,$2,184, or 13.4%30.3%, to $7,077$5,018 at SeptemberJune 30, 2017,2019, from $8,175$7,202 at December 31, 2016.2018. We experienced a decreasedecreases in restructurednonaccrual loans, other real estate owned, accruing loans past due 90 days or more and foreclosed assets, which more than offset the increase in nonaccrualaccruing restructured loans. As a percentage of loans, net and foreclosed assets, nonperforming assets equaled 1.3%0.56% at SeptemberJune 30, 20172019 compared to 2.0%0.81% at December 31, 2016.2018.

Loans on nonaccrual status increased $379decreased $564 to $1,765$2,165 at SeptemberJune 30, 20172019 from $1,386$2,729 at December 31, 2016.2018. The increasedecrease in nonaccrual loans was due to increasesdecreases of $345$366 in commercial loans, $8 in commercial real estate loans and $191$190 in residential real estate loans partially offset by a $157 decrease in commercial loans. Accruing troubled debt restructured loans declined $637, or 11.0%,$198, to $5,168$2,715 at SeptemberJune 30, 20172019 from $5,805$2,913 at December 31, 2016.2018. Accruing loans past due 90 days or more declined $359,decreased $787, while other real estate owned decreased $481$635 during the ninesix months ended SeptemberJune 30, 2017.2019.

For the three months ended SeptemberNonperforming assets decreased $3,371 to $5,018 at June 30, 2017, nonperforming assets improved to $7,077, a decrease of $642019 from $7,141$8,389 at SeptemberJune 30, 2016. There were decreases2018. Decreases in accruing troubled debt restructured loans, accruing loans past due 90 days or more and other real estate owned were partially offset by ana slight increase in nonaccrual loans.

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.

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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$654 to $5,404$7,002 at SeptemberJune 30, 2017,2019, from $3,732$6,348 at the end of 2016.2018. The increase in the allowance was primarily attributable toa result of the significantprovision for loan growth in 2017.losses of $1,201 for the first six months of 2019 exceeding net charge-offs for the period. For the ninesix months ended SeptemberJune 30, 2017, net charge-offs were $62,$547, or 0.02%0.12%, of average loans outstanding a $950 decreasein 2019 compared to $1,012,$295, or 0.34%0.06%, 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.in 2018.

Deposits:

We attract the majority of our deposits from within our eight county14-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, 2017,2019, total deposits increaseddecreased to $574,950$979,700 from $452,560$1,004,593 at December 31, 2016.2018. Noninterest-bearing transaction accounts increased $2,282,decreased $2,167, while interest-bearing transaction accounts increased $120,108decreased $13,913 and time deposits decreased $8,813 in the ninesix months ended SeptemberJune 30, 2017. Interest-bearing transaction accounts, including NOW, money market 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%, while time deposits of $100 or more increased $8,391, or 17.6%. For the three months ended September 30, 2017, total deposits increased $51,055 with growth in all categories except savings accounts.2019.

For the ninesix months ended SeptemberJune 30, interest-bearing deposits averaged $440,638$832,327 in 20172019 compared to $391,990$864,925 in 2016.2018. The cost of interest-bearing deposits was 0.61%1.01% in 20172019 compared to 0.47%0.76% 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 2016.2018. The cost of interest-bearing liabilitiesdeposits increased sevenone basis points whenpoint comparing the third quarter of 2017 with the second quarter of 2017.

2019 with the first quarter of 2019. 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 flexibilityalthough we anticipate a general stagnation in rates based on the event of additional increases in general market rates inmost recent indications by the near term.FOMC.

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”), Pacific Community Bankers Bank and the FHLB. At SeptemberJune 30, 2017,2019 and December 31, 2018, we did not have any short-term borrowings totaled $37,250 compared to $31,500 at December 31, 2016, all of which were borrowed underoutstanding. For the Bank’s Open Repo Plus line with the FHLB.six months ended June 30, we did not utilize short-term borrowings in 2019, while short-term borrowings averaged $3,628 in 2018. The average cost of short-term borrowings was 118 basis points1.67% in the ninesix months ended SeptemberJune 30, 2017 and 58 basis points during the same period last year. 2018.

Long-term debt totaled $6,503$6,932 at SeptemberJune 30, 20172019 as compared to $11,154$6,892 at December 31, 2016.2018. For the six months ended June 30, long-term debt averaged $6,912 in 2019 and $13,164 in 2018. The reduction in the average balance was due to the paydown of $6,085 in borrowings in December of 2018. The average cost of long-term debt was 3.11%7.73% in the ninesix months ended SeptemberJune 30, 20172019 and 2.67%5.64% 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-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 andFOMC actions not to lower short-term interest rates at a prolonged era of historically low market rates,time when the yield curve is inverted, 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

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risk. Should bank regulatory agencies identify a material weakness in a bank’s risk management process or high riskhigh-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, 2017.2019. Given the recent actionsposture of the FOMC and the potential for rates to increasedecrease in the future, the focus of ALCO has been to move towards a positive static gap position.lower our exposure to the effect of repricing assets.

The current position at SeptemberJune 30, 2017,2019, indicates that the amount of RSLRSA repricing within one year would exceed that of RSA, therebyRSL, with declining rates causing increasesa decrease in market rates, to slightly decrease 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 September 30, 2017, produced similar results from those indicated by theone-year static gap position. Given an instantaneous and parallel shift in interest rates of plus and minus 100 basis points, our projected net interest income for the 12 months ending SeptemberJune 30, 2018,2020, would increase 4.77% and decrease 1.23%6.49% 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.

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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, 2017.2019. Our noncore funds at SeptemberJune 30, 2017,2019, 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, 2017,2019, our net noncore funding dependence ratio, the difference between noncore funds and short-term investments to long-term assets, was 6.80%0.97%, while our net short-term noncore funding ratio, noncore funds maturing withinone-year, less short-term investments to assets equaled 6.54%1.61%. Comparatively, our overallnet noncore dependence ratio improved fromyear-end 2016 when it was 6.85%. Similarly,0.65% while our net short-term noncore funding ratio was 7.36%1.73% atyear-end,year-end. indicating thatComparative to peer levels our reliance on short-term noncore funds has decreased.remains low.

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 $46decreased $12,841 during the ninesix months ended SeptemberJune 30, 2017.2019. Cash and cash equivalents decreased $6,571increased $10,834 for the same period last year. For the ninesix months ended SeptemberJune 30, 2017,2019, we realized net cash inflows of $596$1,920 and $11,442 from operating and investing activities, and $137,854net cash outflows of $26,203 from financing activities were partially offset by a net cash outflow of $138,404 from investing activities. For the same period of 2016,2018, we recognized net cash inflows of $2,944$4,259 from operating activities and $15,555$22,070 from investing activities, were more than offset by a net cash outflowoutflows of $25,070$15,495 from financing activities.

Operating activities provided net cash of $596$1,920 for the ninesix months ended SeptemberJune 30, 2017 and provided net cash of $2,9442019 compared to providing $4,259 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$11,442 for the ninesix months ended SeptemberJune 30, 2017.2019. For the comparable period in 2016,2018, investing activities provided net cash of $15,555. In 2017, an increase in lending activities$22,070. For the six months ended June 30, 2019 and 2018, payments and prepayments on loans exceeding loan originations was the primary factor causing the net cash outflowinflow from investing activities. InvestmentAdditional positive cash flow was generated in the investment portfolio activities along with a decrease in lending were the predominant factors causing the net cash inflowby proceeds from investing activities in 2016.repayments and sales being greater than purchases.

Financing activities providedutilized net cash of $137,854$26,203 for the ninesix months ended SeptemberJune 30, 20172019 and used net cash of $25,070$15,495 for the same period last year. Deposit gathering is a predominant financing activity. DuringHowever, during the ninesix months ended SeptemberJune 30, 2017deposits decreased $24,893 in 2019 and 2016, deposits increased $122,390 and $10,651, respectively. Also impacting$8,758 in 2018. The payment of a cash dividends of $1,832 also impacted net cash from financing activities in 2017 was a capital issuance which accounted for a2019. The repayment of short-term borrowings of $6,000 increased the amount of the net cash inflowutilized from financing activities for the first six months of $15,941.2018.

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,$115,678, or $11.73$12.62 per common share, at SeptemberJune 30, 2017,2019, and $41,920,$113,910, or $12.95$12.49 per common share, at December 31, 2016.2018. The net increase in stockholders’ equity in the ninesix months ended SeptemberJune 30, 20172019 was a result of the completionrecognition of the salenet income 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, cash dividend payments of $2,010, compensation costs of $23 relating to option grants,$747, the issuance of common stock tothrough Riverview’s ESPP, 401k and dividend reinvestment plans of $373,$316, the issuance of common stock related to the exercise of stock options exercised of $61,$166 and the recognition of a change in other comprehensive income of $1,058, resulting from net unrealized gains in$2,371, offset by the investment portfolio.payout of cash dividends of $1,832.

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.

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The Bank’s Tier I and total risk-based capital ratios are strong and have consistently exceeded the well capitalized regulatory 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, 2019 and December 31, 2018:

   Actual  Minimum Regulatory
Capital Ratios under
Basel III (with 2.5%
capital conservation
buffer phase-in)
  Well Capitalized under
Basel III
 

June 30, 2019:

  Amount   Ratio  Amount   Ratio  Amount   Ratio 

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

  $100,597    11.36 $92,971   ³10.50 $88,544   ³10.00

Tier 1 capital (to risk-weighted assets)

   93,522    10.56   75,262   ³8.50   70,835   ³8.00 

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

   93,522    10.56   61,980   ³7.00   57,553   ³6.50 

Tier 1 capital (to average total assets)

   93,522    8.51   43,975   ³4.00   54,969   ³5.00 
   Actual  Minimum Regulatory
Capital Ratios under
Basel III (with 1.875%
capital conservation
buffer phase-in)
  Well Capitalized under
Basel III
 

December 31, 2018:

  Amount   Ratio  Amount   Ratio  Amount   Ratio 

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

  $100,001    11.42 $86,443   ³9.875 $87,538   ³10.00

Tier 1 capital (to risk-weighted assets)

   93,580    10.69   68,936   ³7.875   70,030   ³8.00 

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

   93,580    10.69   55,805   ³6.375   56,900   ³6.50 

Tier 1 capital (to average total assets)

   93,580    8.37   44,733   ³4.000   55,916   ³5.00 

Based on the most recent notification from the FDIC, the Bank was categorized as well capitalized under regulatory capital guidelines.at June 30, 2019 and December 31, 2018. There are no conditions or negative events since this notification that we believe have changed the Bank’s category.

Review of Financial Performance:

The CompanyWe reported net earningsincome of $13$747, or $0.03$0.08 per basic and diluted weighted average common share, for the ninesix months ended SeptemberJune 30, 2017,2019, compared to net income of $2,579$5,598, or $0.80$0.62 per basic and diluted weighted average common share, for the comparable period of 2016.2018. The return on average assets and return on average stockholders’ equity were 0.13% and 1.32% for the six months ended June 30, 2019. The reduction in net earningsincome recognized in the nine months ended September 30, 20172019 was directly affectedprimarily attributable to recording apre-tax expense of $2,218 related to a nonrecurring executive separation of service agreement charge and $456 of severance expense payable to employees that either retired or were separated from incurring certain costs involvedservice due to branch network consolidations. In addition, in implementing strategic initiatives2019 we recognized $1,118 less of accretion on acquired loans as compared to enhance shareholder value through asset growth provided by organic2018 and inorganic opportunities. On January 20, 2017, Riverview announced the successful completion of a $17.0 million private placement of commonrecorded reduced interest income relating to lower loan volumes. The decline in loan volumes was largely due to merger related attrition, including payoffs on acquired purchase credit impaired loans, and preferred securities. The additional capital afforded Riverview the abilitysteadfast adherence to significantly grow its loan portfolio through hiring multiple teams of experiencedboth credit quality underwriting standards and established lenders to serve new and existing markets. More notably 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. Merger related costs included in noninterest expense totaled $375 for the nine months ended September 30, 2017.prudent pricing discipline.

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, comprised of 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 20172019 and 2016.2018, respectively.

33


For the threesix months ended SeptemberJune 30,tax-equivalent net interest income increased $675decreased $1,274 to $5,511$20,583 in 20172019 from $4,836$21,857 in 2016.2018. 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. Thedecrease intax-equivalent net interest marginincome was primarily attributable to a net decline in average loans of $52,128. Overall, average earning assets decreased to 3.57% for$12,142 less than the third quarterdecline in average interest-bearing liabilities in comparing the first six months of 2017 from 3.99% for the comparable period of 2016.2019 with 2018. Thetax-equivalent net interest margin for the second quarter of 2017 was 3.58%.

For the threesix months ended SeptemberJune 30,tax-equivalent interest income on earning assets increased $1,156 to $6,519 was 4.03% in 2017 from $5,363 in 2016. The yield on earning assets, on a fullytax-equivalent basis, declined 21 basis points for the three months ended September 30, 2017 at 4.22% as2019 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 period4.16% 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 from average earning asset growth exceeding average growth in interest bearing liabilities more than offset an unfavorable rate variance of $1,455 from a decline in the net interest margin.2018. The net interest spread decreased 30 basis pointsto 3.83% for the ninesix months ended SeptemberJune 30, 2017 to 3.47%2019 from 3.77%4.02% for the ninesix months ended SeptemberJune 30, 2016. The2018. Loan accretion included in loan interest income in the first half of 2019 related to loans acquired from mergers was $1,495 resulting in an increase in thetax-equivalent netloan interest margin foryield of 34 basis points. For the nine months ended September 30same period in 2018 loan accretion income was 3.58%$2,613, resulting in 2017 compared to 3.85%an increase in 2016.thetax-equivalent loan interest yield of 56 basis points.

For the ninesix months ended SeptemberJune 30, 2017,2019,tax-equivalent interest income increased $1,843decreased $512, to $17,450 as compared to $15,607$25,020 from $25,532 for the ninesix months ended SeptemberJune 30, 2016.2018. A positivenegative volume variance in interest income of $2,673$1,553 attributable to changes in the average balance of earning assets was offset by a negative$1,041 favorable rate variance of $830due to increased yields on earning assets. Specifically, the decrease in interest income was primarily due to a reduction in average earning assets, which decreased $30,336 to $1,029,476 for the first six months of 2019 from $1,059,812 for the same period in 2018. The overall yield on earning assets, on a fullytax-equivalent basis, increased for the six months ended June 30, 2019 to 4.90% as compared to 4.86% for the six months ended June 30, 2018. This increase was a result of the impact of increased yields on all interest earning assets. Average loans decreased $52,128 comparing the first six months of 2019 and 2018, which caused the decrease intax-equivalent interest income. However, thetax-equivalent yield on the loan portfolio increased to 5.22% for the six months ended June 30, 2019 compared to 5.16% for the same period last year. The increased yield was more than offset by a decline in loan volume causingtax-equivalent loan interest income to decline $1,107 comparing the six months ended June 30, 2019 and 2018. The yield earned on investments increased 32 basis points for the first half of 2019 to 3.10% from 2.78% for the first half of 2018 and resulted in highertax-equivalent interest income of $222. Average investments increased to $105,179 for the six months ended June 30, 2019 compared to $92,314 for the same period in 2018. Overalltax-equivalent interest earned on investments was $1,619 for thesix-month period ended June 30, 2019 compared to $1,271 for the same period in 2018.

Total interest expense increased $762 to $4,437 for the six months ended June 30, 2019 from $3,675 for the six months ended June 30, 2018. While there was a favorable volume variance, an unfavorable rate variance caused interest expenses to increase more as the cost of funds grew to 1.07% in 2019 from 0.84% in 2018. The average volume of interest-bearing liabilities decreased to $839,239 for the six months ended June 30, 2019, from $881,717 for the six months ended June 30, 2018. Average interest-bearing deposits decreased $32,598 to $832,327 for the first half of 2019 from $864,925 for the same period last year. The cost of interest-bearing deposits increased 25 basis points when comparing the first six months of 2019 and 2018.

For the three months ended June 30,tax-equivalent net interest income increased $389 to $10,753 in 2019 from $10,364 in 2018. The increase intax-equivalent net interest income was primarily attributable to an improvement in the tax equivalent net interest margin. Average earning assets declined $3,204 less than the decline in average interest-bearing liabilities comparing the second quarters of 2019 and 2018. Thetax-equivalent net interest margin for the three months ended June 30, was 4.20% in 2019 compared to 3.94% in 2018. The net interest spread increased to 4.00% for the three months ended June 30, 2019 from 3.78% for the three months ended June 30, 2018. Loan accretion included in loan interest income in the second quarter of 2019 related to acquired loans was $1,056, resulting in an increase in thetax-equivalent net interest margin of 30 basis points.

For the three months ended June 30,tax-equivalent interest income increased $704, to $12,983 in 2019 from $12,279 in 2018. A rate variance in interest income of $3,510 was attributable to an improvement in the yield on earning assets. Average volumes ofThe overall yield on earning assets, on a fullytax-equivalent basis, increased $76,137for the three months ended June 30, 2019 to 5.07% as compared to 4.67% for the three months ended June 30, 2018. This improvement was a result of the combined impact of higher interest rates and the effects of accretion on purchased loans. Average loans decreased $45,416 comparing the nine months ended September 30, 2017second quarters of 2019 and 2016.2018. Thetax-equivalent yield on earning assets decreased 14the loan portfolio was 5.41% for the three months ended June 30, 2019 compared to 4.95% for the same period last year resulting in an increase of $451 intax-equivalent interest income. The yield earned on investments increased 30 basis points in 2017for the second quarter of 2019 to 3.11% from 2.81% for the second quarter of 2018. This coupled with average investments increasing to $102,135 for the quarter ended June 30, 2019 compared to 2016.$91,845 for the same period in 2018, resulted in an increase intax-equivalent interest income of $148. Overalltax-equivalent interest earned on investments was $792 for the three-month period ended June 30, 2019 compared to $644 for the same period in 2018.

Total interest expense increased $798$315 to $2,446$2,230 for the ninethree months ended SeptemberJune 30, 20172019 from $1,648$1,915 for the ninethree months ended SeptemberJune 30, 2016. A change in the2018. An unfavorable rate variance partially offset by a favorable volume of average interest bearing liabilitiesvariance caused interest expenseexpenses to increase $173.increase. The average volume of interest bearing liabilities increaseddecreased to $472,805$835,925 for the ninethree months ended SeptemberJune 30, 2017, as compared to $416,3632019, from $867,110 for the ninethree months ended SeptemberJune 30, 2016. In addition, we recognized an unfavorable rate variance2018. Average interest-bearing deposits decreased $24,983 to $829,003 for the second quarter of $6252019 from a 16 basis point increase in$853,986 for the overallsame period last year. The cost of funds. Cost of funds increased to 0.69%1.07% for the ninethree months ended SeptemberJune 30, 20172019 as compared to 0.53%0.89% for the same period in 2016.

2018.

34


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, 2019 June 30, 2018 
  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  $852,427   $22,368    5.29 $902,798   $23,467    5.24

Tax exempt

   18,330    547    3.99 12,276    395    4.30   35,004    586    3.38 36,761    594    3.26

Investments

                      

Taxable

   65,504    1,610    3.29 59,430    1,383    3.11   96,305    1,472    3.08 77,007    1,065    2.79

Tax exempt

   5,747    212    4.93 12,635    424    4.48   8,874    147    3.34 15,307    206    2.71

Interest bearing deposits

   9,975    78    1.05 9,348    41    0.59   36,866    447    2.45 25,347    180    1.43

Federal funds sold

   1,812    12    0.89 643    2    0.42       2,592    20    1.56
  

 

   

 

    

 

   

 

     

 

   

 

    

 

   

 

   

Total earning assets

   561,071    17,450    4.16 484,934    15,607    4.30   1,029,476    25,020    4.90 1,059,812    25,532    4.86

Less: allowance for loan losses

   4,409      3,928        6,457      6,483     

Other assets

   54,815      55,328        105,239      105,483     
  

 

      

 

       

 

      

 

     

Total assets

  $611,477      $536,334       $1,128,258      $1,158,812     
  

 

      

 

       

 

      

 

     

Liabilities and Stockholders’ Equity:

                      

Interest bearing liabilities:

                      

Money market accounts

  $92,860   $548    0.79 $45,263   $127    0.37  $113,159   $566    1.01 $121,988   $527    0.87

NOW accounts

   140,186    409    0.39 139,267    313    0.30   276,036    978    0.71 262,185    738    0.57

Savings accounts

   80,836    85    0.14 73,660    103    0.19   131,797    66    0.10 165,467    66    0.08

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

   311,335    2,562    1.66 315,285    1,946    1.24

Short term borrowings

   22,375    197    1.18 13,676    59    0.58       3,628    30    1.67

Long-term debt

   9,792    228    3.11 10,697    214    2.67   6,912    265    7.73 13,164    368    5.64
  

 

   

 

    

 

   

 

     

 

   

 

    

 

   

 

   

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

   839,239    4,437    1.07 881,717    3,675    0.84

Non-interest-bearing demand deposits

   157,908      158,024     

Other liabilities

   5,975      6,614        16,975      10,287     

Stockholders’ equity

   56,531      43,495        114,136      108,784     
  

 

      

 

       

 

      

 

     

Total liabilities and stockholders’ equity

  $611,477      $536,334       $1,128,258      $1,158,812     
  

 

   

 

    

 

   

 

     

 

      

 

     

Net interest income/spread

    $15,004    3.47   $13,959    3.77    $20,583    3.83   $21,857    4.02
    

 

      

 

       

 

      

 

   

Net interest margin

       3.58      3.85       4.03      4.16

Tax-equivalent adjustments:

                      

Loans

    $186      $134       $123      $125   

Investments

     72       144        31       43   
    

 

      

 

       

 

      

 

   

Total adjustments

    $258      $278       $154      $168   
    

 

      

 

       

 

      

 

   

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, 2017.2019.

35


The provision for loan losses totaled $1,201 for the six months ended June 30, 2019, compared to $390 in 2018. The increase in the provision for loan losses in 2019 was due to increasing qualitative factors related to changes in economic conditions. For the three and nine monthsquarter ended SeptemberJune 30, the provision for loan losses totaled $610 and $1,734was $618 in 2017, and $29 and $2842019 compared to no provision for the same period in 2016. The increase in the provision in 2017 was a direct result of loan growth.2018.

Noninterest Income:

NoninterestFor the six months ended June 30, noninterest income totaled $3,937 in 2019, a decrease of $549 from $4,486 in 2018. The overall reduction was primarily driven by decreases in service charges, fees and commission of $511, mortgage banking income of $153, and life insurance investment income of $9. Service charge income experienced a decrease in NSF and overdraft income, while mortgage banking income decreased due to lower origination volume. Positive increases were made in both trust and wealth management as income for the thirdfirst half of 2019 increased by $96 and $110, respectively, when compared against the first six months of 2018. Additionally, net losses on the sale of investment securities of $42 were recognized in the first half of 2019 in order to dispose of certain investments with low yields and higher risk characteristics. This compares with a $40 net gain on the sale of investment securities recorded during the first six months of 2018.

For the quarter decreased $188, or 18.4%,ended June 30, noninterest income totaled $2,126 in 2019, a decrease of $407 from $2,533 in 2018. The decrease in noninterest income for the quarter was due primarily to $835decreases in 2017 from $1,023services charges, fees and commissions of $336, mortgage banking income of $89 and bank owned life insurance investment income of $5, offset by increases in 2016. The primary causewealth management income of $46 and trust income of $17. Also adding to the decrease for the quarter ended June 30 was a $109 reduction in net gains$40 gain from the sale of investment securitiesavailable-for-sale to $43 recorded in the third quarter of 2017 from $1522018 as compared with no gain recorded in the third quarter of 2016.

For the nine months ended September 30, noninterest income amounted to $2,416 in 2017, a decrease of $297 from $2,713 in 2016. The most significant factor for the decrease was a $378 decrease in net gains recognized on the sale ofavailable-for-sale investment securities. Partially offsetting this decrease were improvements of $100 in wealth management income and $33 in mortgage banking income.2019.

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,$3,504, or 19.2%18.5%, to $5,167$22,448 for the threesix months ended SeptemberJune 30, 2017,2019, from $4,333$18,944 for the same period last year. The majority of thethis increase is attributable to expenses related to an executive separation of service agreement and contractual payments due to retirements and severance. The net cost of operation of other real estate owned was associated with an increase in salaries and employee benefits expense of $594 to $2,928$35 for the third quarterfirst half of 2017 from $2,3342019 versus $1 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.

Noninterest expense2018 as the Company continues to reduce its holdings in other real estate owned. Other expenses increased $2,678,$727, or 21.1%,12.5% to $15,371$6,552 for the ninefirst six months ended September 30, 2017,of 2019 from $12,693$5,825 for the same period last year. The majority ofOffsets to the overall increase in salaries and employee benefitnoninterest expense was a result of implementing the lending team lift out initiative and relatedwere realized through reduced 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 for the $278, or 17.2% increase innet occupancy and equipment costs. The majority of $1, and in the increase in other expensesamortization expense of intangible assets of $53 when comparing the ninefirst six months ended September 30, 2017 and 2016 was a result of incurring merger related expenses related2019 to the business combination with CBT Financial Corp.first six months of 2018.

Income Taxes:

We recorded income tax expense of $69 forFor the three months ended SeptemberJune 30, 2017, and income tax2019, noninterest expense of $454increased $1,076, to $10,484 from $9,408 for the same period last year. Salaries and employee benefit expense was $5,830 for the quarter ended June 30, 2019, an increase of $609 over the same period in 2018 and was caused by recognizing a nonrecurring expense of $456 for retirement and severance payments associate with staff eliminations related to planned branch closures. For the ninesecond quarter, other expenses increased to $3,508 in 2019 from $2,953 in 2018.

Income Taxes:

We recorded an income tax benefit of $30 for the six months ended SeptemberJune 30, income2019 as compared to a tax expense of $44 was$1,243 for the six months ended June 30, 2018. For the three months ended June 30, we recorded as compared to an incomea tax expense of $838 for the comparable period of 2016.$268 in 2019 as compared with $618 in 2018.

36


Riverview Financial Corporation

ITEM Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISKQuantitative And Qualitative Disclosures about Market Risk

Not applicable to a smaller reporting company.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

At SeptemberJune 30, 2017,2019, 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, 2017,2019, 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.

37


Item 6. Exhibits.

The following Exhibits are incorporated by reference hereto:

 

31.1  Section 302 Certification of the Chief Executive Officer (Pursuant to Rule13a-14(a)/15d-14(a)).
31.2  Section 302 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).

38


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/ KirkBrett D. FoxFulk
 KirkBrett D. FoxFulk
 President and Chief Executive Officer
 (Principal Executive Officer)
Date:    August 8, 2019
November 14, 2017
By: /s/ Scott A. Seasock
 Scott A. Seasock
 Chief Financial Officer
 (Principal Financial Officer)
Date:    November 14, 2017August 8, 2019

 

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