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 September 30, 2017March 31, 2020

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: 9,026,3959,240,492 at October 30, 2017.April 29, 2020.

 

 

 


RIVERVIEW FINANCIAL CORPORATION

FORM10-Q

For the Quarter Ended September 30, 2017March 31, 2020

 

Contents

 Page No. 

PART I.

 

FINANCIAL INFORMATION:

  

Item 1.

 

Financial Statements (Unaudited)

  
 

Consolidated Balance Sheets at September 30, 2017March 31, 2020 and December  31, 20162019

   3 
 

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

    September 30, 2017 March 31, 2020 and 20162019

   4 
 

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

March 31, 2020 and 20162019

   5 
 

Consolidated Statements of Cash Flows for the NineThree Months Ended September 30, 2017March  31, 2020 and 20162019

   6 
 

Notes to Consolidated Financial Statements

   7 

Item 2.

 

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

   2624 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

   3540 

Item 4.

 

Controls and Procedures

   3540 

PART II

 

OTHER INFORMATIONINFORMATION:

  

Item 1.

 

Legal Proceedings

   3640 

Item 1A.

 

Risk Factors

   3640 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

   3640 

Item 3.

 

Defaults upon Senior Securities

   3640 

Item 4.

 

Mine Safety Disclosures

   3640 

Item 5.

 

Other Information

   3640 

Item 6.

 

Exhibits

   3641 
 

Signatures

   3742 


Riverview Financial Corporation

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands, except share data)

   September 30,
2017
  December 31,
2016
 

Assets:

   

Cash and due from banks

  $8,425  $7,783 

Interest-bearing deposits in other banks

   10,741   11,337 

Investment securitiesavailable-for-sale

   56,874   73,113 

Loans held for sale

   519   652 

Loans, net

   560,187   409,343 

Less: allowance for loan losses

   5,404   3,732 
  

 

 

  

 

 

 

Net loans

   554,783   405,611 

Premises and equipment, net

   12,163   12,201 

Accrued interest receivable

   1,995   1,726 

Goodwill

   5,079   5,408 

Intangible assets

   1,099   1,405 

Other assets

   29,701   23,812 
  

 

 

  

 

 

 

Total assets

  $681,379  $543,048 
  

 

 

  

 

 

 

Liabilities:

   

Deposits:

   

Noninterest-bearing

  $76,214  $73,932 

Interest-bearing

   498,736   378,628 
  

 

 

  

 

 

 

Total deposits

   574,950   452,560 

Short-term borrowings

   37,250   31,500 

Long-term debt

   6,503   11,154 

Accrued interest payable

   213   192 

Other liabilities

   5,084   5,722 
  

 

 

  

 

 

 

Total liabilities

   624,000   501,128 
  

 

 

  

 

 

 

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 

Capital surplus

   243   220 

Retained earnings

   12,848   14,845 

Accumulated other comprehensive loss

   (1,139  (2,197
  

 

 

  

 

 

 

Total stockholders’ equity

   57,379   41,920 
  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $681,379  $543,048 
  

 

 

  

 

 

 

See notes to consolidated financial statements.

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 

September 30,

  2017  2016  2017  2016 

Interest income:

     

Interest and fees on loans:

     

Taxable

  $5,717  $4,598  $14,991  $13,362 

Tax-exempt

   146   87   361   261 

Interest and dividends on investment securitiesavailable-for-sale:

     

Taxable

   477   539   1,607   1,375 

Tax-exempt

   47   53   140   280 

Dividends

    1   3   8 

Interest on interest-bearing deposits in other banks

   31   13   78   41 

Interest on federal funds sold

   2    12   2 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total interest income

   6,420   5,291   17,192   15,329 
  

 

 

  

 

 

  

 

 

  

 

 

 

Interest expense:

     

Interest on deposits

   821   447   2,021   1,375 

Interest on short-term borrowings

   112   3   197   59 

Interest on long-term debt

   75   77   228   214 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total interest expense

   1,008   527   2,446   1,648 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net interest income

   5,412   4,764   14,746   13,681 

Provision for loan losses

   610   29   1,734   284 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net interest income after provision for loan losses

   4,802   4,735   13,012   13,397 
  

 

 

  

 

 

  

 

 

  

 

 

 

Noninterest income:

     

Service charges, fees and commissions

   270   315   899   933 

Commission and fees on fiduciary activities

   31   34   92   88 

Wealth management income

   179   194   631   531 

Mortgage banking income

   205   210   434   401 

Bank owned life insurance investment income

   107   118   254   276 

Net gain on sale of investment securitiesavailable-for-sale

   43   152   106   484 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total noninterest income

   835   1,023   2,416   2,713 
  

 

 

  

 

 

  

 

 

  

 

 

 

Noninterest expense:

     

Salaries and employee benefits expense

   2,928   2,334   8,521   6,611 

Net occupancy and equipment expense

   615   538   1,895   1,617 

Amortization of intangible assets

   71   95   306   247 

Net cost of operation of other real estate owned

   (13  83   161   214 

Other expenses

   1,566   1,283   4,488   4,004 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total noninterest expense

   5,167   4,333   15,371   12,693 
  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes

   470   1,425   57   3,417 

Income tax expense (benefit)

   69   454   44   838 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

   401   971   13   2,579 
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income:

     

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

   (50  (148  1,708   940 

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

   (43  (152  (106  (484
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

   (93  (300  1,602   456 

Income tax expense (benefit) related to other comprehensive income

   (32  (102  544   155 
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss), net of income taxes

   (61  (198  1,058   301 
  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $340  $773  $1,071  $2,880 
  

 

 

  

 

 

  

 

 

  

 

 

 

Per share data:

     

Net income:

     

Basic

  $0.08  $0.30  $0.03  $0.80 

Diluted

  $0.08  $0.30  $0.03  $0.80 

Average common shares outstanding:

     

Basic

   4,880,676   3,224,053   4,002,165   3,214,967 

Diluted

   4,945,456   3,244,688   4,060,813   3,237,553 

Dividends declared

  $0.14  $0.14  $0.41  $0.41 
   March 31,
2020
  December 31,
2019
 

Assets:

   

Cash and due from banks

  $12,128  $11,838 

Interest-bearing deposits in other banks

   61,107   38,510 

Investment securitiesavailable-for-sale

   68,402   91,247 

Loans held for sale

   272   81 

Loans, net

   887,449   852,109 

Less: allowance for loan losses

   8,251   7,516 
  

 

 

  

 

 

 

Net loans

   879,198   844,593 

Premises and equipment, net

   18,875   17,852 

Accrued interest receivable

   2,589   2,414 

Goodwill

   24,754   24,754 

Intangible assets

   2,566   2,736 

Other assets

   47,152   45,929 
  

 

 

  

 

 

 

Total assets

  $1,117,043  $1,079,954 
  

 

 

  

 

 

 

Liabilities:

   

Deposits:

   

Noninterest-bearing

  $148,633  $147,405 

Interest-bearing

   809,870   793,075 
  

 

 

  

 

 

 

Total deposits

   958,503   940,480 

Short-term borrowings

   

Long-term debt

   26,992   6,971 

Accrued interest payable

   424   435 

Other liabilities

   12,683   13,958 
  

 

 

  

 

 

 

Total liabilities

   998,602   961,844 
  

 

 

  

 

 

 

Stockholders’ equity:

   

Common stock: no par value, authorized 20,000,000 shares; March 31, 2020, issued and outstanding 9,236,039 shares; December 31, 2019, issued and outstanding 9,216,616 shares

   102,386   102,206 

Capital surplus

   134   112 

Retained earnings

   16,081   16,140 

Accumulated other comprehensive loss

   (160  (348
  

 

 

  

 

 

 

Total stockholders’ equity

   118,441   118,110 
  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $1,117,043  $1,079,954 
  

 

 

  

 

 

 

See notes to consolidated financial statements.

Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITYINCOME (LOSS) AND COMPREHENSIVE INCOME (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 three months ended March 31,

  2020  2019 

Interest income:

   

Interest and fees on loans:

   

Taxable

  $9,782  $10,688 

Tax-exempt

   245   230 

Interest on investment securitiesavailable-for-sale:

   

Taxable

   535   740 

Tax-exempt

   37   69 

Interest on interest-bearing deposits in other banks

   89   231 

Interest on federal funds sold

   
  

 

 

  

 

 

 

Total interest income

   10,688   11,958 
  

 

 

  

 

 

 

Interest expense:

   

Interest on deposits

   1,789   2,073 

Interest on short-term borrowings

   5  

Interest on long-term debt

   123   134 
  

 

 

  

 

 

 

Total interest expense

   1,917   2,207 
  

 

 

  

 

 

 

Net interest income

   8,771   9,751 

Provision for loan losses

   1,800   583 
  

 

 

  

 

 

 

Net interest income after provision for loan losses

   6,971   9,168 
  

 

 

  

 

 

 

Noninterest income:

   

Service charges, fees and commissions

   1,381   1,053 

Commission and fees on fiduciary activities

   213   260 

Wealth management income

   220   247 

Mortgage banking income

   108   106 

Bank owned life insurance investment income

   193   187 

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

   815   (42
  

 

 

  

 

 

 

Total noninterest income

   2,930   1,811 
  

 

 

  

 

 

 

Noninterest expense:

   

Salaries and employee benefits expense

   5,056   7,510 

Net occupancy and equipment expense

   1,180   1,089 

Amortization of intangible assets

   170   194 

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

   (11  127 

Other expenses

   2,817   3,044 
  

 

 

  

 

 

 

Total noninterest expense

   9,212   11,964 
  

 

 

  

 

 

 

Income (loss) before income taxes

   689   (985

Income tax expense (benefit)

   56   (298
  

 

 

  

 

 

 

Net income (loss)

   633   (687
  

 

 

  

 

 

 

Other comprehensive income (loss):

   

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

  $1,053  $1,023 

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

   (815  42 

Income tax expense related to other comprehensive income

   50   224 
  

 

 

  

 

 

 

Other comprehensive income, net of income taxes

   188   841 
  

 

 

  

 

 

 

Comprehensive income

  $821  $154 
  

 

 

  

 

 

 

Per share data:

   

Net income (loss):

   

Basic

  $0.07  $(0.08

Diluted

  $0.07  $(0.08

Average common shares outstanding:

   

Basic

   9,223,445   9,143,316 

Diluted

   9,233,060   9,143,316 

Dividends declared

  $0.08  $0.10 

See notes to consolidated financial statements.

Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWSCHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands, except per share data)

 

For the Nine Months Ended September 30,

  2017  2016 

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 

Provision for loan losses

   1,734   284 

Stock based compensation

   23   31 

Net amortization of investment securitiesavailable-for-sale

   315   389 

Net cost of operation of other real estate owned

   161   214 

Net gain on sale of investment securitiesavailable-for-sale

   (106  (484

Amortization of purchase adjustment on loans

   (127  (704

Amortization of intangible assets

   306   247 

Deferred income taxes

   (47  384 

Proceeds from sale of loans originated for sale

   20,733   18,329 

Net gain on sale of loans originated for sale

   (434  (401

Loans originated for sale

   (20,166  (17,654

Bank owned life insurance investment income

   (254  (276

Net change in:

   

Accrued interest receivable

   (269  (107

Other assets

   (1,255  (208

Accrued interest payable

   21   (16

Other liabilities

   (638  (196
  

 

 

  

 

 

 

Net cash provided by (used in) operating activities

   596   2,944 
  

 

 

  

 

 

 

Cash flows from investing activities:

   

Investment securitiesavailable-for-sale:

   

Purchases

    (40,916

Proceeds from repayments

   1,805   7,420 

Proceeds from sales

   15,827   37,526 

Proceeds from the sale of other real estate owned

   613   1,129 

Net decrease in restricted equity securities

   (341  1,489 

Net (increase) decrease in loans

   (151,072  9,996 

Business disposition (acquisition), net of cash

   329   (894

Purchases of premises and equipment

   (548  (447

Purchases of bank owned life insurance

   (5,017  (27

Proceeds from bank owned life insurance

    279 
  

 

 

  

 

 

 

Net cash provided by (used in) investing activities

   (138,404  15,555 
  

 

 

  

 

 

 

Cash flows from financing activities:

   

Net increase in deposits

   122,390   10,651 

Net increase (decrease) in short-term borrowings

   5,750   (36,575

Repayment of long-term debt

   (5,251  (143

Proceeds from long-term debt

   600   2,050 

Issuance under ESPP, 401k and DRP plans

   373   274 

Issuance of common stock

   15,941  

Proceeds from exercise of stock options

   61  

Cash dividends paid

   (2,010  (1,327
  

 

 

  

 

 

 

Net cash provided by (used in) financing activities

   137,854   (25,070
  

 

 

  

 

 

 

Net increase (decrease) in cash and cash equivalents

   46   (6,571

Cash and cash equivalents - beginning

   19,120   22,688 
  

 

 

  

 

 

 

Cash and cash equivalents - ending

  $19,166  $16,117 
  

 

 

  

 

 

 

Supplemental disclosures:

   

Cash paid during the period for:

   

Interest

  $2,425  $1,664 
  

 

 

  

 

 

 

Income taxes

  $  $ 
  

 

 

  

 

 

 

Noncash items from investing activities:

   

Other real estate acquired in settlement of loans

  $293  $1,348 
  

 

 

  

 

 

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

Balance, January 1, 2020

  $102,206   $112  $16,140  $(348 $118,110 

Net income

      633    633 

Other comprehensive income, net of income taxes

       188   188 

Issuance under ESPP, 401k and Dividend Reinvestment plans: 19,423 shares

   180       180 

Stock based compensation

     22     22 

Dividends declared, $0.08 per share

      (692   (692
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, March 31, 2020

  $102,386   $134  $16,081  $(160 $118,441 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, January 1, 2019

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

Net income (loss)

      (687   (687

Other comprehensive income, net of income taxes

       841   841 

Issuance under ESPP, 401k and Dividend Reinvestment plans: 15,223 shares

   175       175 

Exercise of stock options: 17,821 shares

   191    (25    166 

Dividends declared, $0.10 per share

      (915   (915
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, March 31, 2019

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

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

See notes to consolidated financial statements.

Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands, except per share data)

For the Three Months Ended March 31,

  2020  2019 

Cash flows from operating activities:

   

Net income (loss)

  $633  $(687

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

   

Depreciation and amortization of premises and equipment

   320   300 

Provision for loan losses

   1,800   583 

Stock based compensation

   22  

Net amortization of investment securitiesavailable-for-sale

   169   216 

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

   (11  127 

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

   (815  42 

Amortization of purchase adjustment on loans

   (132  (439

Amortization of intangible assets

   170   194 

Amortization of assumed discount on long-term debt

   21   20 

Deferred income taxes

   53   (61

Proceeds from sale of loans originated for sale

   2,791   4,443 

Net gain on sale of loans originated for sale

   (108  (106

Loans originated for sale

   (2,874  (4,395

Bank owned life insurance investment income

   (193  (187

Net change in:

   

Accrued interest receivable

   (175  (8

Other assets

   (2  (2,613

Accrued interest payable

   (11  (9

Other liabilities

   (1,275  1,363 
  

 

 

  

 

 

 

Net cash provided by (used in) operating activities

   383   (1,217
  

 

 

  

 

 

 

Cash flows from investing activities:

   

Investment securitiesavailable-for-sale:

   

Purchases

   (7,317  (7,647

Proceeds from repayments

   3,878   3,707 

Proceeds from sales

   27,168   8,740 

Proceeds from the sale of other real estate owned

   68   133 

Net (increase) decrease in restricted equity securities

   (867  46 

Net (increase) decrease in loans

   (36,594  15,108 

Purchases of premises and equipment

   (1,343  (447
  

 

 

  

 

 

 

Net cash provided by (used in) investing activities

   (15,007  19,640 
  

 

 

  

 

 

 

Cash flows from financing activities:

   

Net increase (decrease) in deposits

   18,023   (3,564

Net decrease in short-term borrowings

   

Repayment of long-term debt

   

Proceeds from long-term debt

   20,000  

Issuance under ESPP, 401k and DRP plans

   180   175 

Proceeds from exercise of stock options

    166 

Cash dividends paid

   (692  (915
  

 

 

  

 

 

 

Net cash provided by (used in) financing activities

   37,511   (4,138
  

 

 

  

 

 

 

Net increase in cash and cash equivalents

   22,887   14,285 

Cash and cash equivalents—beginning

   50,348   53,816 
  

 

 

  

 

 

 

Cash and cash equivalents—ending

  $73,235  $68,101 
  

 

 

  

 

 

 

Supplemental disclosures:

   

Cash paid during the period for:

   

Interest

  $1,928  $2,216 
  

 

 

  

 

 

 

Noncash items from operating activities:

   

Operating leaseright-of-use assets and liabilities

   $3,719 
  

 

 

  

 

 

 

Supplemental schedule of noncash investing and financing activities:

   

Other real estate acquired in settlement of loans

  $321  
  

 

 

  

 

 

 

See notes to consolidated financial statements.

Riverview Financial Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

1. Summary of significant accounting policies:

Nature of Operations

Riverview Financial Corporation, (the “Company” or “Riverview���), a bank holding company incorporated under the laws of Pennsylvania, provides a full range of financial services through its wholly-owned subsidiary, Riverview Bank (the “Bank”). The Company services its retail and commercial customers through 17 community banking

Riverview Bank, with twenty seven (27) full service offices and threefour (4) 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, Blair, Bucks, Centre, Clearfield, Cumberland, Dauphin, Huntingdon, Lebanon, Lehigh, Lycoming, Northumberland, Perry, Schuylkill and Somerset Counties in Pennsylvania.Counties. The Wealth and Trust Management divisions of the Bank provide trust and investment advisory services to the general public and businesses.

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 nine months ended and as of September 30, 2017, 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, 20162019 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 20162019 Annual Report onForm10-K, filed on March 29, 2017.16, 2020.

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 StandardsThe operating results and financial position of the Company for the three months ended as of March 31, 2020, are not necessarily indicative of the results of operations and financial position that may be expected in the future. This is especially true given the recent outbreak of the Coronavirus(“COVID-19”) pandemic which may adversely affect the Company’s business results of operations and financial conditions for an indefinite period.

Beginning in the first quarter of 2020, theCOVID-19 pandemic has caused disruption in economic and social activity, both globally and in the United States. The spread ofCOVID-19, and the related government actions to mandate or encourage quarantines and social distancing, have caused severe disruptions in the U.S. economy, which has and will likely continue to, in turn, disrupt the business, activities, and operations of our customers, as well as our own business and operations.

The national public health crisis arising from theCOVID-19 pandemic and public expectations about it, combined with certainpre-existing factors, including, but not limited to, international trade disputes, inflation risks, and oil price volatility, could further destabilize the financial markets and the markets in which Riverview operates. The resulting impacts of the pandemic on consumers, including the sudden significant increase in the unemployment rate, is expected to cause changes in consumer and business spending, borrowing needs and saving habits, which will likely affect the demand for loans and other products and services Riverview offers, as well as the creditworthiness of potential and current borrowers. The significant decrease in commercial activity associated with the pandemic, both nationally and in Riverview’s markets, may cause customers, vendors, and counterparties to be unable to meet existing payment or other obligations to Riverview and the Bank.

Riverview’s business is dependent upon the willingness and ability of its customers to conduct banking and other financial transactions. Riverview expects the pandemic to limit, at least for a period of time, customer demand for many banking activities. Many companies and residents in our market area are subject to mandatory“non-essential business” shut-downs and “stay at home” orders, which have reduced banking activity across our market area. In January 2016,response to these mandates, Riverview has temporarily limited most locations todrive-up and ATM services, with lobby access available by appointment only, reduced hours

of operation at some locations and encouraged our customers to use electronic banking platforms. We expect these measures to remain in place for an undetermined period of time. In addition, the FASB issued ASUuse of quarantines and social distancing methods to curtail the spread ofNo. 2016-01,COVID-19—whether “Financial Instruments - Overall (Subtopicmandated by governmental authorities or recommended as a public health practice—may adversely affect Riverview’s operations as key personnel, employees and customers avoid physical interaction. The continued spread of825-10):COVID-19 Recognitioncould also negatively impact the business and Measurementoperations of Financial Assets and Financial Liabilities”. The amendments in ASUthird-party service providers who perform critical services for Riverview’s business. It is not yet known what impact these operational changes may have on Riverview’s financial performance.

There continue to be broad concerns related to the potential effects of the2016-01,COVID-19 pandemic. Even after government mandated stay at home orders expire, the aftereffects of the pandemic may continue to have an adverse effect on, among other things: require equity investments (except those accountedthings, (i) our ability to attract customer deposits, (ii) the ability of our borrowers to satisfy their obligations to us, (iii) the demand for underour loans or our other products and services and/or (iv) unemployment rates, financial markets, real estate markets or economic growth.

The outbreak ofCOVID-19 has significantly affected the equity methodfinancial markets and has resulted in a number of accounting, or thoseresponses by the U.S. government, including a reduction in interest rates by the Federal Reserve. These reductions in interest rates, especially if prolonged, could adversely affect our net interest income, margins and our profitability.

TheCOVID-19 pandemic and its impact on the economy heighten the risks related to economic conditions in our market areas, interest rates, loan losses and reliance on our executives and third-party service providers. For example, borrower loan defaults that resultadversely affect Riverview’s earnings correlate with deteriorating economic conditions, which, in consolidation of the investee)turn, may impact borrowers’ creditworthiness. If our borrowers are unable to be measured at fair value with changes in fair value recognized in net income; require public business entitiesmeet their payment obligations 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.

In February 2016, the FASB issued ASUNo. 2016-02, “Leases (Topic 842)”. Among other things, in the amendments in ASU2016-02, lesseesus, we will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and aright-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified assetincrease our allowance for the lease term. Underlosses through provisions for credit losses. In addition, loan programs adopted by the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were madefederal government, such as the Paycheck Protection Program (“PPP”), while intended to align, where necessary, lessor accounting withlessen the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginningimpact of the earliest comparative period presentedpandemic on businesses, may result in a decreased demand for Riverview’s loan products.

The impact of the pandemic on Riverview’s financial statements. The modified retrospective approach would not require any

transition accounting for leases that expired before the earliest comparative period presented. Lesseesresults is evolving and lessors may not apply a full retrospective transition approach.uncertain. The Company is currently assessingexpects Riverview’s net interest income andnon-interest income to decline and credit-related losses to increase for an uncertain period given the impact that ASU2016-02 will have on its consolidated financial statements.

In March 2016, the FASB issued ASUNo. 2016-07, “Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transitiondecline in economic activity occurring due to the Equity Methodcoronavirus and the actions by the Federal Reserve with respect to interest rates. We believe that we may experience a material adverse effect in our business, results of Accounting”. The amendments in this ASU eliminate the requirement that when an investment qualifies for use of the equity methodoperations and financial condition as a result of theCOVID-19 pandemic for an increase inindefinite period. Material adverse impacts may include all or a combination of valuation impairments on Riverview’s intangible assets, investments, loans or deferred taxes.

As of the levelMarch 31, 2020, the Company does not believe there exists any impairment to our goodwill, intangible assets, long-lived assets, right of ownership interestuse assets, or degree of influence, an investor must adjustavailable-for-sale investment securities due to the investment,COVID-19 pandemic. The Company assessed goodwill and concluded there was no impairment present based on the results of operations, and retained earnings retroactively on astep-by-step basis qualitative test 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 basisMarch 31, 2020. It is uncertain whether prolonged effects of the investor’s previously held interest and adopt the equity method of accounting asCOVID-19 pandemic will result in future impairment charges related to any 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 amendmentsaforementioned assets.

Accounting Standards Adopted in this ASU require that an entity that has anavailable-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments were effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early adoption is permitted. The adoption of ASUNo. 2016-07 did not have a material effect on our consolidated financial statements.

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

In June 2016, the FASB ASUNo. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. ASU2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in earlier recognition of credit losses. ASU2016-13 also requires new disclosures for financial assets measured at amortized cost, loans andavailable-for-sale debt securities. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We have dedicated staff and resources in place 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.2020

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 bebecame effective for interim and annual reporting periods beginning after December 15, 2019.on January 1, 2020. The Company does not expect the adoption of the new accounting guidance todid not 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,position, 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, 2019,2022, including interim periods within those fiscal years. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of the new guidance on January 1, 2020 did not have a material effect on the Company’s financial position, 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 became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, 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 became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

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”. ASU No.2016-13 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. ASUNo. 2016-13 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 ASUNo. 2019-05 “Financial Instruments-Credit Losses (Topic 326)-Targeted Transition Relief” which amends ASUNo. 2016-13 to allow companies to irrevocably elect, upon adoption of ASU No,2016-13, 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 November 2019, the FASB issued ASUNo. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which provides specific improvements and clarifications to the guidance in Topic 326. Addresses expected recoveries for purchased financial assets with credit deterioration, transition relief for troubled debt restructurings, disclosures related to accrued interest receivables, financial assets secured by collateral maintenance provisions, and conforming cross-references to Subtopic805-20. 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 October 2019, the FASB affirmed its previously proposed amendment 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.

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 adoption of the new guidance is not expected to have a significant impactmaterial effect on the Company’s financial positions,position, results of operations or disclosures.

In February 2017,December 2019, the FASB issued ASUNo. 2017-05,2019-12, “Other“Income Taxes”, an update to simplify the accounting for income taxes by removing certain exceptions in Topic 740 Income - GainsTaxes. In addition, ASUNo. 2019-12 improves consistent application of other areas of guidance within Topic 740 by clarifying 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”.amending existing guidance. The amendments clarify that a financial asset is within the scope of Topic 610 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of Topic 610 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Topic 610 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. Thenew 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.

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

In May 2017, the FASB issued 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 ASU2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The amendments in the Update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The adoption of the new guidance is not expected to have a significant impactmaterial effect on the Company’s financial positions,position, results of operations or disclosures.

In March 2020, the FASB issued ASUNo. 2020-04, “Reference Rate Reform (Topic 848)”. In response to concerns about structural risks of interbank offered rates (“IBORs”), and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The amendments in this Update provide optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU2020-04 provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered “minor” so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU2020-04 also provides numerous optional expedients for derivative accounting. ASU2020-04 is effective March 12, 2020 through December 31, 2022. An entity may elect to apply ASU2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We are evaluating the impacts of this ASU and have not yet determined whether LIBOR transition and this ASU will have a material effect on our business operations and consolidated financial statements.

2. Other comprehensive income (loss):

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

The components of accumulated other comprehensive income (loss) included in stockholders’ equity at September 30, 2017March 31, 2020 and December 31, 20162019 is as follows:

 

  September 30,
2017
   December 31,
2016
   March 31,
2020
   December 31,
2019
 

Net unrealized loss on investment securitiesavailable-for-sale

  $(911  $(2,513  $914   $676 

Related income taxes

   (310   (854

Income tax benefit

   192    142 
  

 

   

 

   

 

   

 

 

Net of income taxes

   (601   (1,659   722    534 
  

 

   

 

   

 

   

 

 

Benefit plan adjustments

   (815   (815   (1,117   (1,117

Related income taxes

   (277   (277

Income tax benefit

   (235   (235
  

 

   

 

   

 

   

 

 

Net of income taxes

   (538   (538   (882   (882
  

 

   

 

   

 

   

 

 

Accumulated other comprehensive income (loss)

  $(1,139  $(2,197

Accumulated other comprehensive loss

  $(160  $(348
  

 

   

 

   

 

   

 

 

Other comprehensive income (loss) and related tax effects for the three and nine months ended September 30, 2017March 31, 2020 and 20162019 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 March 31,

  2020   2019 

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

  $1,053   $1,023 

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

   (815   42 
  

 

 

   

 

 

 

Other comprehensive gain (loss) before taxes

   238    1,065 

Income tax expense (benefit)

   50    224 
  

 

 

   

 

 

 

Other comprehensive gain (loss)

  $188   $841 
  

 

 

   

 

 

 

 

(1) 

Represents amounts reclassified out of accumulated other comprehensive income and included in gainsnet loss (gain) 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 nine months ended September 30, 2017March 31, 2020 and 2016:2019:

 

Three months ended September 30,

  2017   2016 

Three months ended March 31,

  2020   2019 

Numerator:

        

Net income (loss)

  $401   $971   $633   $(687

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    9,223,445    9,143,316 

Dilutive options

   64,780    20,635    9,615   
  

 

   

 

   

 

   

 

 

Diluted

   4,945,456    3,244,688    9,233,060    9,143,316 
  

 

   

 

   

 

   

 

 

Earnings per share:

        

Basic

  $0.08   $0.30   $0.07   $(0.08

Diluted

  $0.08   $0.30   $0.07   $(0.08

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 

ThereFor the three months ended March 31, 2020, there were 25,30037,200 outstanding stock options that were excluded from the dilutive earnings per share calculation because their effect was antidilutive. None of the outstanding stock options for the three and nine months ended September 30, 2016 thatMarch 31, 2019 were excluded fromincluded in the diluted earnings per share calculation because of their antidilutive effect.

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 torecognized a net loss for 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.

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.quarter.

4. Investment securities:

The amortized cost and fair value of investment securitiesavailable-for-sale aggregated by investment category at September 30, 2017March 31, 2020 and December 31, 20162019 are summarized as follows:

 

September 30, 2017

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

March 31, 2020

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

State and municipals:

                

Taxable

  $35,424   $392   $684   $35,132   $9,736   $423   $6   $10,153 

Tax-exempt

   5,746    55      5,801    8,448    36    142    8,342 

Mortgage-backed securities:

                

U.S. Government agencies

   1,567      31    1,536    28,508    800      29,308 

U.S. Government-sponsored enterprises

   5,516    12    105    5,423    17,296    546      17,842 

Corporate debt obligations

   9,532      550    8,982    3,500      743    2,757 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $57,785   $459   $1,370   $56,874   $67,488   $1,805   $891   $68,402 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

December 31, 2016

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

U.S. Treasury securities

  $5,088     $67   $5,021 

State and municipals:

        

Taxable

   44,045   $234    1,885    42,394 

Tax-exempt

   5,748    3    77    5,674 

Mortgage-backed securities:

        

U.S. Government agencies

   1,905      15    1,890 

U.S. Government-sponsored enterprises

   9,115    28    247    8,896 

Corporate debt obligations

   9,542      492    9,050 

Equity securities, financial services

   183    5      188 
  

 

   

 

   

 

   

 

 

Total

  $75,626   $270   $2,783   $73,113 
  

 

   

 

   

 

   

 

 

December 31, 2019

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

State and municipals:

        

Taxable

  $24,365   $466   $7   $24,824 

Tax-exempt

   4,260    73      4,333 

Mortgage-backed securities:

        

U.S. Government agencies

   36,024    294    184    36,134 

U.S. Government-sponsored enterprises

   22,422    265    42    22,645 

Corporate debt obligations

   3,500      189    3,311 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $90,571   $1,098   $422   $91,247 
  

 

 

   

 

 

   

 

 

   

 

 

 

The maturity distribution of the fair value, which is the net carrying amount, of the debt securities classified asavailable-for-sale at September 30, 2017,March 31, 2020, is summarized as follows:

 

September 30, 2017

  Fair
Value
 

March 31, 2020

  Fair
Value
 

Within one year

  $173   $477 

After one but within five years

   2,281    5,423 

After five but within ten years

   9,316    6,486 

After ten years

   38,146    8,866 
  

 

   

 

 
   49,916    21,252 

Mortgage-backed securities

   6,958    47,150 
  

 

   

 

 

Total

  $56,874   $68,402 
  

 

   

 

 

Securities with a carryingfair value of $56,874$46,152 and $47,576$63,389 at September 30, 2017March 31, 2020 and December 31, 2016,2019, 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 September 30, 2017March 31, 2020 and December 31, 2016,2019, there were no significant concentrations of credit risk from any one issuer, with the exception of U.S. Government agencies and sponsored enterprises that exceeded 10.0 percent of stockholders’ equity.

The fair value and gross unrealized losses of investment securities with unrealized losses for which an other-than-temporary impairment (“OTTI”) has not been recognized at September 30, 2017March 31, 2020 and December 31, 2016,2019, 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
 

March 31, 2020

  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   $785   $6   $    $    $785   $6 

Tax-exempt

                        

Mortgage-backed securities:

                        

U.S. Government agencies

   1,536    31        1,536    31    4,094    142        4,094    142 

U.S. Government-sponsored enterprises

   3,317    58    1,757    47    5,074    105             

Corporate debt obligation

   3,761    239    5,221    311    8,982    550        2,757    743    2,757    743 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $19,147   $555   $20,441   $815   $39,588   $1,370   $4,879   $148   $2,757   $743   $7,636   $891 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  Less Than 12 Months   12 Months or More   Total 

December 31, 2016

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

U.S. Treasury securities

  $5,021   $67       $5,021   $67 

U.S. Government-sponsored enterprises

            

State and municipals:

            

Taxable

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

Tax-exempt

   3,998    77        3,998    77 

Mortgage-backed securities:

            

U.S. Government agencies

   1,891    15        1,891    15 

U.S. Government-sponsored enterprises

   7,412    247        7,412    247 

Corporate debt obligation

   9,050    492        9,050    492 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

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

 

   

 

   

 

   

 

   

 

   

 

 

   Less Than 12 Months   12 Months or More   Total 

December 31, 2019

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

State and municipals:

            

Taxable

   1,280   $7   $    $    $1,280   $7 

Tax-exempt

            

Mortgage-backed securities:

            

U.S. Government agencies

   15,799    184        15,799    184 

U.S. Government-sponsored enterprises

       3,245    42    3,245    42 

Corporate debt obligations

       3,311    189    3,311    189 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $17,079   $191   $6,556   $231   $23,635   $422 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The Company had 4510 investment securities, consisting of 30two taxable state and municipal obligations, 11seven mortgage-backed securities, and fourone corporate debt obligationsobligation that were in unrealized loss positions at September 30, 2017.March 31, 2020. Of these securities, 16 taxable state and municipal obligation, two mortgage-backed securities and twoone corporate debt obligations wereobligation was 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 ofresulting from 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 September 30, 2017.March 31, 2020. There was no OTTI recognized for the three and nine months ended September 30, 2017March 31, 2020 and 2016.2019.

The Company had 8022 investment securities, consisting of three U.S. Treasury notes, 49two taxable state and municipal obligations, seventax-exempt state and municipal obligations, 1719 mortgage-backed securities and fourone corporate debt obligationsobligation that were in unrealized loss positions at December 31, 2016.2019. Of these securities, four mortgage-backed securities and one taxable state and municipalcorporate obligation waswere in a continuous unrealized loss position for twelve months or more.

5. Loans, net and allowance for loan losses:

The major classifications of loans outstanding, net of deferred loan origination fees and costs at September 30, 2017March 31, 2020 and December 31, 20162019 are summarized as follows. Net deferred loan costs were $781$885 and $1,077$1,129 at September 30, 2017March 31, 2020 and December 31, 2016.2019.

 

  September 30,
2017
   December 31,
2016
   March 31,
2020
   December 31,
2019
 

Commercial

  $74,389   $51,166   $121,128   $118,658 

Real estate:

        

Construction

   9,754    8,605    72,580    61,831 

Commercial

   337,688    212,550    476,573    455,901 

Residential

   131,741    130,874    209,749    207,354 

Consumer

   6,615    6,148    7,419    8,365 
  

 

   

 

   

 

   

 

 

Total

  $560,187   $409,343   $887,449   $852,109 
  

 

   

 

   

 

   

 

 

The changeschange in the allowance for loan losses account by major classification of loan classifications for the three and nine months ended September 30, 2017March 31, 2020 and 2016 are2019 is summarized as follows:

 

    Real Estate             Real Estate         

September 30, 2017

  Commercial Construction Commercial Residential Consumer Unallocated   Total 

March 31, 2020

  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, January 1, 2020

  $1,953  $473   $3,115  $1,820  $155    $7,516 

Charge-offs

   (24   (18     (42   (899    (95  (130    (1,124

Recoveries

   1     1     2    2     1   56     59 

Provisions

   421  (3 (56 127  (4 125    610    615  222    896  (107 71  $103    1,800 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

  

 

   

 

 

Ending balance

  $1,155  $189  $2,909  $937  $46  $168   $5,404   $1,671  $695   $3,917  $1,713  $152  $103   $8,251 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

  

 

   

 

 
    Real Estate         

September 30, 2017

  Commercial Construction Commercial Residential Consumer Unallocated   Total 

Allowance for loan losses:

         

Beginning Balance January 1, 2017

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

Charge-offs

   (34   (34 (7    (75

Recoveries

   1   3  7  2     13 

Provisions

   559  29  796  175  7  $168    1,734 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

 

Ending balance

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

 

  

 

  

 

  

 

  

 

  

 

   

 

 
    Real Estate         

September 30, 2016

  Commercial Construction Commercial Residential Consumer Unallocated   Total 

Allowance for loan losses:

         

Beginning Balance July 1, 2016

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

Charge-offs

   (1 (1  (25 (8    (35

Recoveries

   25  1   1  7     34 

Provisions

   (72 (13 38  69  5  $2    29 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

 

Ending balance

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

 

  

 

  

 

  

 

  

 

  

 

   

 

 

      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 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

      Real Estate           

March 31, 2019

  Commercial  Construction  Commercial   Residential   Consumer  Unallocated  Total 

Allowance for loan losses:

          

Beginning Balance, January 1, 2019

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

Charge-offs

   (376       (144   (520

Recoveries

   5    1    1    68    75 

Provisions

   232   (123  160    279    183   (148  583 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Ending balance

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

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

The allocation of the allowance for loan losses and the related loans by major classifications of loans at September 30, 2017March 31, 2020 and December 31, 20162019 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             

March 31, 2020

  Commercial   Construction   Commercial   Residential   Consumer   Unallocated   Total 

Allowance for loan losses:

              

Ending balance

  $1,671   $695   $3,917   $1,713   $152   $103   $8,251 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

individually evaluated for impairment

   29      87          116 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

collectively evaluated for impairment

   1,642    695    3,830    1,713    152    103    8,135 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

purchased credit impaired loans

  $    $    $    $    $    $    $  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans receivable:

              

Ending balance

  $121,128   $72,580   $476,573   $209,749   $7,419   $    $887,449 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

individually evaluated for impairment

   1,218      1,405    2,062        4,685 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

collectively evaluated for impairment

   119,909    72,580    473,656    207,456    7,419      881,020 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

purchased credit impaired loans

  $1   $    $1,512   $231   $    $    $1,744 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

       Real Estate             

December 31, 2019

  Commercial   Construction   Commercial   Residential   Consumer   Unallocated   Total 

Allowance for loan losses:

              

Ending balance

  $1,953   $473   $3,115   $1,820   $155   $            $7,516 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

individually evaluated for impairment

   712      218          930 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

collectively evaluated for impairment

   1,241    473    2,897    1,820    155      6,586 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

purchased credit impaired loans

  $    $    $    $    $    $    $  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans receivable:

              

Ending balance

  $118,658   $61,831   $455,901   $207,354   $8,365   $    $852,109 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

individually evaluated for impairment

   2,260      1,224    2,085        5,569 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

collectively evaluated for impairment

   116,390    61,831    453,156    205,026    8,365      844,768 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance:

              

purchased credit impaired loans

  $8   $    $1,521   $243   $    $    $1,772 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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 September 30, 2017March 31, 2020 and December 31, 2016:2019:

 

September 30, 2017

  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial

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

Real estate:

          

Construction

   9,344    410        9,754 

Commercial

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

Residential

   130,001    28    1,712      131,741 

Consumer

   6,615          6,615 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2016:

  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial

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

Real estate:

          

Construction

   8,605          8,605 

Commercial

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

Residential

   129,320    28    1,526      130,874 

Consumer

   6,148          6,148 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

March 31, 2020

  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial

  $111,111   $5,964   $4,053   $            $121,128 

Real estate:

          

Construction

   71,454    1,126        72,580 

Commercial

   453,374    8,430    14,769      476,573 

Residential

   205,926    1,418    2,405      209,749 

Consumer

   7,419          7,419 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $849,284   $16,938   $21,227   $    $887,449 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2019

  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial

  $109,190   $5,992   $3,476   $    $118,658 

Real estate:

          

Construction

   61,678    153        61,831 

Commercial

   430,771    9,271    15,859      455,901 

Residential

   203,381    1,437    2,536      207,354 

Consumer

   8,365          8,365 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $813,385   $16,853   $21,871   $    $852,109 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Information concerningThe following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans by major loan classification at September 30, 2017as of March 31, 2020 and December 31, 2016 is summarized as follows:2019. 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         

March 31, 2020

  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

  $385   $15   $23   $423   $119,917   $787   $121,127 

Real estate:

              

Construction

   584    978      1,562    71,018      72,580 

Commercial

   9,577    1,361      10,938    463,481    642    475,061 

Residential

   5,062    137    652    5,851    203,048    619    209,518 

Consumer

   65    17    16    98    7,321      7,419 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $15,673   $2,508   $691   $18,872   $864,785   $2,048   $885,705 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchased credit impaired loans

               1,744 
              

 

 

 

Total Loans

              $887,449 
              

 

 

 

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 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   Accrual Loans   Nonaccrual
Loans
   Total Loans 

December 31, 2019

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

Commercial

  $137   $    $    $137   $117,354   $1,159   $118,650 

Real estate:

              

Construction

   9        9    61,822      61,831 

Commercial

   147        147    453,774    459    454,380 

Residential

   3,402    820    18    4,240    202,202    669    207,111 

Consumer

   84    14    27    125    8,240      8,365 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $3,779   $834   $45   $4,658   $843,392   $2,287   $850,337 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchased credit impaired loans

               1,772 
              

 

 

 

Total Loans

              $852,109 
              

 

 

 

The following tables summarize information concerning impaired loans as of and for the three and nine months ended September 30, 2017March 31, 2020 and September 30, 2016,2019, and as of and for the year ended, December 31, 20162019 by major loan classification:

 

              This Quarter   Year-to-Date   Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   This Quarter 

September 30, 2017

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

March 31, 2020

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

With no related allowance:

                  

Commercial

  $724   $724     $798   $8   $803   $23   $1,098   $1,208     $873   $68 

Real estate:

                        

Construction

                        

Commercial

   2,753    2,753      2,760    32    2,992    90    2,550    2,550      2,837    47 

Residential

   2,274    2,292      2,304    28    2,408    87    2,292    2,422      2,345    25 

Consumer

                        
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   5,751    5,769      5,862    68    6,203    200    5,940    6,180      6,055    140 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

With an allowance recorded:

                        

Commercial

   75    75   $25    78      76    1    121    121   $29    653   

Real estate:

                        

Construction

                        

Commercial

   918    918    194    820    8    798    20    367    367    87    513    4 

Residential

   188    326    54    189    2    126    6          45   

Consumer

                        
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,181    1,319    273    1,087    10    1,000    27    488    488    116    1,211    4 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Commercial

   799    799    25    876    8    879    24    1,219    1,329    29    1,526    68 

Real estate:

                        

Construction

                        

Commercial

   3,671    3,671    194    3,580    40    3,790    110    2,917    2,917    87    3,350    51 

Residential

   2,462    2,618    54    2,493    30    2,534    93    2,292    2,422      2,390    25 

Consumer

                        
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $6,932   $7,088   $273   $6,949   $78   $7,203   $227   $6,428   $6,668   $116   $7,266   $144 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

   Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   For the Year Ended 

December 31, 2019

  Average
Recorded
Investment
   Interest
Income
Recognized
 

With no related allowance:

          

Commercial

  $1,147   $1,257     $648   $660 

Real estate:

          

Construction

          

Commercial

   1,963    1,963      3,124    1,456 

Residential

   2,329    2,467      2,397    173 

Consumer

          
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   5,439    5,687      6,169    2,289 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

With an allowance recorded:

          

Commercial

   1,121    1,121   $712    685   

Real estate:

          

Construction

          

Commercial

   782    936    218    658    17 

Residential

         91   

Consumer

          
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   1,903    2,057    930    1,434    17 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Commercial

   2,268    2,378    712    1,333    660 

Real estate:

          

Construction

          

Commercial

   2,745    2,899    218    3,782    1,473 

Residential

   2,329    2,467      2,488    173 

Consumer

          
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $7,342   $7,744   $930   $7,603   $2,306 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

               For the Year Ended 

December 31, 2016

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

With no related allowance:

          

Commercial

  $225   $225     $225   

Real estate:

          

Construction

          

Commercial

   3,094    3,094      3,168    147 

Residential

   2,515    2,652      2,747    130 

Consumer

          
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   5,834    5,971      6,140    277 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

With an allowance recorded:

          

Commercial

   741    741   $8    761    30 

Real estate:

          

Construction

          

Commercial

   830    830    140    840   

Residential

          

Consumer

          
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   1,571    1,571    148    1,601    30 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Commercial

   966    966    8    986    30 

Real estate:

          

Construction

          

Commercial

   3,924    3,924    140    4,008    147 

Residential

   2,515    2,652      2,747    130 

Consumer

          
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $7,405   $7,542   $148   $7,741   $307 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

              This Quarter   Year-to-Date   Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   This Quarter 

September 30, 2016

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

March 31, 2019

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

With no related allowance:

                  

Commercial

  $838   $838     $843   $8   $849   $22   $189   $189     $169   $23 

Real estate:

                        

Construction

                 85    85      43   

Commercial

   3,438    3,438      3,455    20    3,823    110    4,257    4,257      4,271    100 

Residential

   2,709    2,846      2,907    34    2,942    102    2,217    2,217      2,342    91 

Consumer

                        
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   6,985    7,122      7,205    62    7,614    234    6,748    6,748      6,825    214 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

With an allowance recorded:

                        

Commercial

   126    126   $2    128      132      841    841   $77    1,045   

Real estate:

                        

Construction

                        

Commercial

   298    298    55    269      231      371    371    91    453    4 

Residential

   119    119    33    119    2    120    4    180    318    55    181    1 

Consumer

                        
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   543    543    90    516    2    483    4    1,392    1,530    223    1,679    5 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Commercial

   964    964    2    971    8    981    22    1,030    1,030    77    1,214    23 

Real estate:

                        

Construction

                 85    85      43   

Commercial

   3,736    3,736    55    3,724    20    4,054    110    4,628    4,628    91    4,724    104 

Residential

   2,828    2,965    33    3,026    36    3,062    106    2,397    2,535    55    2,523    92 

Consumer

                        
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $7,528   $7,665   $90   $7,721   $64   $8,097   $238   $8,140   $8,278   $223   $8,504   $219 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

For the three and nine months ended September 30,March 31, interest income related to impaired loans, would have been $23$21 in 2020 and $77$60 in 2017 and $90 and $317 in 20162019 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 restructures that are classified as impaired. Troubled debt restructures totaled $2,680 at March 31, 2020, $2,701 at December 31, 2019 and $2,765 at March 31, 2019.

There were no loans modified as troubled debt restructuringrestructures for the three months ended September 30, 2017 and two loansMarch 31, 2020. There was one loan modified as a 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. There were no loans modified as troubled debt restructuringrestructure for the three and nine months ending September 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.ended March 31, 2019.

During the three months ending September 30, 2017,ended March 31, 2020, there was one default for a commercial real estate loan totaling $368 on loans restructured. During the three months ended March 31, 2019 there was one default on loansa restructured within the last 12 months. During the nine months ending September 30, 2017, there were five defaults on loans restructured within 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 nine months ended September 30, 2016, there were no defaults on loans restructured within the last 12 months.

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, “Loan and Debt Securities Acquired with Deteriorated Credit Quality” and are identified as “Purchased Credit Impaired Loans”.

As a result of the merger with Citizens, effective December 31, 2015, the Bank identified ten purchased credit impaired (“PCI”) loans. As part of the consolidation with Union, effective November 1, 2013, the Bank identified fourteen 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 September 30, 2017 and December 31, 2016 were as follows:

   September 30,
2017
   December 31,
2016
 

Credit impaired purchased loans evaluated individually for incurred credit losses

    

Outstanding balance

  $1,216   $1,401 

Carrying Amount

   730    887 

Other purchased loans evaluated collectively for incurred credit losses

    

Outstanding balance

   72,449    84,743 

Carrying Amount

   71,864    83,670 

Total Purchased Loans

    

Outstanding balance

   73,665    86,144 

Carrying Amount

  $72,594   $84,557 

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,
 
   2017   2016   2017   2016 

Balance - beginning of period

  $313   $457   $370   $524 

Accretion recognized during the period

   (32   (410   (76   (539

Net reclassification fromnon-accretable to accretable

   (2   326    (15   388 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance - end of period

  $279   $373   $279   $373 
  

 

 

   

 

 

   

 

 

   

 

 

 

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 ofover and above the amount recognized in the consolidated balance sheets.

Unused portions ofoff-balance sheet commitments at September 30, 2017,March 31, 2020, totaled $86,876,$160,714, consisting of $48,695$85,796 in lines of credit, $32,263 in construction loans, $14,395 in commitments to extend credit, $34,521$23,745 in unused portions of lines of creditdeposit overdraft protection and $3,660$4,515 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 portions ofoff-balance sheet commitments, at December 31, 2016,2019, totaled $58,475,$176,243, consisting of $27,829$81,665 in lines of credit, $41,168 in construction loans, $24,954 in commitments to extend credit, $26,729$23,730 in unused portions of lines of creditdeposit overdraft protection and $3,917$4,726 in standby letters of credit.

6. Other assets:

The components of other assets at September 30, 2017March 31, 2020 and December 31, 20162019 are summarized as follows:

 

  September 30,
2017
   December 31,
2016
   March 31,
2020
   December 31,
2019
 

Other real estate owned

  $144   $625   $346   $82 

Bank owned life insurance

   17,128    11,857    30,840    30,647 

Restricted equity securities

   2,186    1,845    1,857    990 

Deferred tax assets

   6,904    7,402    4,169    4,272 

Leaseright-of-use assets

   3,678    3,856 

Other assets

   3,339    2,083    6,262    6,082 
  

 

   

 

   

 

   

 

 

Total

  $29,701   $23,812   $47,152   $45,929 
  

 

   

 

   

 

   

 

 

7. Leases:     

On March 31, 2020, the Company leased 14 of its 31 locations. The Company’s operating leaseright-of-use (“ROU”) assets and related lease liabilities were $3,678 and $3,723, respectively, and have remaining terms ranging from 1 to 34 years, including extension options that the Company is reasonably certain will be exercised. For the three months ended March 31, 2020, operating lease cost totaled $199. On March 31, 2019 the Company’s lease ROU assets and related lease liabilities were $3,606 and $3,616, respectively. For the quarter ended March 31, 2019, operating lease cost totaled $147.

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

   Three Months Ended
March 31, 2020
  Three Months Ended
March 31, 2019
 

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

   

Operating cash flows from operating leases

  $199  $136 

ROU assets obtained in exchange for lease liabilities

  $—    $3,719 

Weighted average remaining lease term—operating leases, in years

   9.13   12.10 

Weighted average discount rate—operating leases

   3.01  3.29

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.

2020

  $572 

2021

   754 

2022

   697 

2023

   485 

2024

   317 

Thereafter

   1,567 
  

 

 

 

Total lease payments

   4,392 

Less imputed interest

   669 
  

 

 

 
  $3,723 
  

 

 

 

For the three months ended March 31, 2020, the Company did not enter into any new lease arrangements.

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.

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 September 30, 2017March 31, 2020 and December 31, 20162019 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)
 

March 31, 2020

  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     $10,153                   $10,153                 

Tax-exempt

   5,801      5,801      8,342      8,342   

Mortgage-backed securities:

                

U.S. Government agencies

   1,536      1,536      29,308      29,308   

U.S. Government-sponsored enterprises

   5,423      5,423      17,842      17,842   

Corporate debt obligations

   8,982      8,982      2,757      2,757   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $56,874   $   $56,874     $68,402     $68,402   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  Fair Value Measurement Using   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   

December 31, 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

   42,394      42,394     $24,824                   $24,824                 

Tax-exempt

   5,674      5,674      4,333      4,333   

Mortgage-backed securities:

                

U.S. Government agencies

   1,890      1,890      36,134      36,134   

U.S. Government-sponsored enterprises

   8,896      8,896      22,645      22,645   

Corporate debt obligations

   9,050      9,050      3,311      3,311   

Equity securities, financial services

   188   $188     
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $73,113   $188   $72,925     $91,247     $91,247   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Other real estate owned: Assets acquired through loan foreclosure are recorded at fair value less estimated 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, current sale value assessments by real estate agents or pending offers to acquire by independent buyers 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 include but is not necessarily limited to real estate, personal or business assets including vehicles, equipment, inventory, accounts receivable or marketable securities. 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, accounts receivable or marketable security collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate or custodian account statements (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).

Assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2017March 31, 2020 and December 31, 20162019 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 

March 31, 2020

  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

  $346                                   $346 

Impaired loans, net of related allowance

   372        372 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $718       $718 
  

 

 

   

 

 

   

 

 

   

 

 

 
   Fair Value Measurement Using 

December 31, 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

  $82       $82 

Impaired loans, net of related allowance

   973        973 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,055       $1,055 
  

 

 

   

 

 

   

 

 

   

 

 

 

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 September 30, 2017March 31, 2020 and December 31, 2016:2019.

 

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)%

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

March 31, 2020

  Fair Value
Estimate
   

Valuation Techniques

  

Unobservable Input

  Range
(Weighted Average)
 

Other real estate owned

  $346   

Appraisal of collateral

  

Appraisal adjustments

   46.0% to 60.0% (47.0)% 
      

Liquidation expenses

   10.0% to 10.0% (10.0)% 

Impaired loans

  $372   

Appraisal of collateral

  

Appraisal adjustments

   10.0% to 50.0% (32.0)% 
      

Liquidation expenses

   0.0% to 12.3% (5.7)% 
   Quantitative Information about Level 3 Fair Value Measurements 

December 31, 2019

  Fair Value
Estimate
   

Valuation Techniques

  

Unobservable Input

  Range
(Weighted Average)
 

Other real estate owned

  $82   

Appraisal of collateral

  

Appraisal adjustments

   42.0% to 60.0% (52.0)% 
      

Liquidation expenses

   10.0% to 10.0% (10.0)% 

Impaired loans

  $973   

Appraisal of collateral

  

Appraisal adjustments

   10.0% to 50.0% (22.0)% 
      

Liquidation expenses

   9.5% to 12.3% (8.8)% 

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

The carrying and fair values of the Company’s financial instruments at September 30, 2017March 31, 2020 and December 31, 20162019 and their placement within the fair value hierarchy are as follows:

 

      Fair Value Hierarchy   Carrying
Amount
   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:

          

March 31, 2020

  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       $73,235   $73,235   $73,235     

Investment securities

   56,874    56,874     $56,874      68,402    68,402     $68,402   

Loans held for sale

   519    519      519      272    272      272   

Net loans

   554,783    553,818       $553,818 

Net loans(1)

   879,198    860,456        860,456 

Accrued interest receivable

   1,995    1,995      1,995      2,589    2,589      345    2,244 

Restricted equity securities

   2,186    2,186    2,186     

Financial liabilities:

          

Financial liabilities:

          

Deposits

  $574,950   $562,256     $562,256     $958,503   $962,450     $962,450   

Short-term borrowings

   37,250    37,250      37,250   

Long-term debt

   6,503    6,503      6,503      26,992    26,575      26,575   

Accrued interest payable

   213    213      213      424    424      424   
      Fair Value Hierarchy   Carrying
Amount
   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, 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

  $19,120   $19,120   $19,120       $50,348   $50,348   $50,348     

Investment securitiesavailable-for-sale

   73,113    73,113    188   $72,925      91,247    91,247     $91,247   

Loans held for sale

   652    652      652      81    81      81   

Net loans

   405,611    407,561       $407,561 

Net loans(1)

   844,593    836,074       $836,074 

Accrued interest receivable

   1,726    1,726      1,726      2,414    2,414      461    1,953 

Restricted equity securities

   1,845    1,845    1,845     

Financial liabilities:

          

Financial liabilities:

          

Deposits

  $452,560   $438,744     $438,744     $940,480   $940,546     $940,546   

Short-term borrowings

   31,500    31,500      31,500   

Long-term debt

   11,154    11,148      11,148      6,971    6,971      6,971   

Accrued interest payable

   192    192      192      435    435      435   

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 March 31, 2020 and December 31, 2019 was measured using an exit price notion.

9. Subsequent Events:

In December 2019,COVID-19 surfaced in Wuhan, China, and has since spread around the world, resulting in significant business and socialdisruption. COVID-19 was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020. The operations and business results of the Company are being materially affected by the pandemic. As of April 30, 2020, we have granted temporary modifications to consumer and commercial loan customers for 355 loans with outstanding balances totaling $185,188, or 20.9%, of total loans. The deferral of interest payments on these loans total $2,024. The Company has also participated in the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), Paycheck Protection Program, a multi-billion dollar specializedlow-interest loan program funded by the U.S. Treasury Department and administered by the U.S. Small Business Administration. The PPP provides borrower guarantees for lenders, as well as loan forgiveness incentives for borrowers that utilize the loan proceeds to cover employee compensation-related business operating costs. Through April 30, 2020, the Company has submitted 1,534 PPP loans totaling $297,400, most of which have been approved and await customer execution of the loan documents. The Company is utilizing the Federal Reserve’s Paycheck Protection Program Liquidity Facility (“PPPLF”) to meet the funding needs of its borrowers of PPP loans.

The extent to which the coronavirus may impact business activity or financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others.

Riverview Financial Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

Item 2.

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, 2016.2019.

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. Most recently, the risk factors associated with the onset ofCOVID-19 could have a material adverse effect on significant estimates, operations and business results of Riverview. For a discussion of the risks and potential impacts of theCOVID-19 refer to Note 1 entitled “Summary of Significant Accounting Policies-Basis of presentation” in the Notes to Consolidated Financial Statements included in Part 1, Item 1 of this Quarterly Report.

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 statementsConsolidated Financial Statements of the Annual Report onForm10-K for the year ended December 31, 2016.2019. 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, 20162019, as filed with the Securities and Exchange Commission on March 29, 2017.16, 2020.

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, increaseddecreased at an annualized rate of 3.0%4.8% in the thirdfirst quarter of 20172020. The decline in first quarter GDP was primarily in response to the spread ofCOVID-19, as governments issued“stay-at-home” orders in March. This led to rapid changes in demand, as businesses and schools switched to remote work or canceled operations, and consumers canceled, restricted or redirected their

spending. The decrease in GDP in the first quarter reflected negative contributions from personal consumption expenditures (“PCE”), nonresidential fixed investment, exports, and private inventory investment that were partly offset by positive contributions from residential fixed investment, federal government spending, and state and local government spending. The decrease in PCE reflected decreases in services, led by health care and travel, and goods, led by motor vehicles and parts and services.

The impact of the virus has been felt nationally and within our primary market area as unemployment rates have begun to escalate. Unemployment in the United States was 4.4% and 3.8% in March 2020 and 2019. respectively. With respect to the markets we serve, the unemployment rate increased in all the counties in which we have office locations. The average unemployment rate for counties in our market area increased to 6.3% in March 2020 compared to 2.8%4.5% in March 2019. The resulting impacts of the pandemic on consumer and business customers, including the sudden significant increase in the thirdunemployment rate, is expected to cause changes in consumer and business spending, borrowing needs and saving habits, which will likely affect the demand for loans and other products and services we offer, as well as the creditworthiness of potential and current borrowers and delinquency rates. Our business and consumer customers are experiencing varying degrees of financial distress, which is expected to increase over coming months and will likely adversely affect borrowers’ ability to timely pay interest and principal on their loans and the value of the collateral securing their obligations. This in turn may influence the recognition of credit losses in our loan portfolios and has increased our allowance for loan losses, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Disruptions to our customers’ businesses could also result in declines in, among other things, trust and wealth management revenue. These developments, as a consequence of the pandemic, are materially impacting our business, the businesses of our customers and are expected to have a material adverse effect on our financial results for 2020, as evidenced by our first quarter results.

Inflationary pressure was tempered as reflected by the PCE price indexincreasing at a lower rate of 2016 and 3.1%1.3 percent, compared with an increase of 1.4 percent. The Consumer Price Index (“CPU”) declined 0.4 percent in March on a seasonally adjusted basis, the second quarter of 2017. The consumer price index forlargest monthly decline since January 2015. Over the last 12 months, rose 2.2% ending September, 2017. This inflation measure has been accelerating since June, 2017 when it was 1.6%. Thethe CPU increased 1.5 percent caused primarily by a sharp decline in gasoline prices along with decreases in airline fares, lodging and apparel costs. Concerns about the spread of the disease and its anticipated negative impact on economic activity, severely disrupted domestic financial markets prompting the Federal Open Market Committee (“FOMC”) last changed rates on June 14, 2017 where it increasedof the federal fundsFederal Reserve Board to aggressively cut the target Federal Funds rate for the second time in 2017 to a range of 1.00%0% to 1.25%. The FOMC has continued to take the stance that the current target range is accommodative0.25%, including a50-basis point reduction on March 3, 2020 and it may takean additional 100 basis point reduction on March 15, 2020. Accordingly, these monetary policy actions have already adversely impacted and may continue to impact our net interest margin if we are unable to reduce fund costs at the same magnitude or pace as repricing earning assets. Based on the aforementioned economic conditions, we believe that we may experience a material adverse effect in our business, results of operations and financial condition as a result of the near term to increase general market rates. Accordingly, these interest rate increases may haveCOVID-19 pandemic for an adverse impact on our loan growth, asset quality and fund costs.indefinite period.

Review of Financial Position:

Total assets increased $138,331, or 25.5%,$37,089 to $681,379$1,117,043 at September 30, 2017,March 31, 2020, from $543,048$1,079,954 at December 31, 2016.2019. Loans, net, increased to $560,187$887,449 at September 30, 2017,March 31, 2020, compared to $409,343$852,109 at December 31, 2016,2019, an increase of $150,844, or 36.9%. The increase in net$35,340. Business lending, including commercial and commercial real estate loans, increased $23,142, retail lending, including residential mortgages and consumer loans, increased $1,449, and construction lending increased $10,749 during 2017 was attributable to the hiring of multiple teams of seasoned lenders having established customer relationships in new and existing markets.three months ended March 31, 2020. Investment securities decreased $16,239,$22,845, or 22.2%25.0%, in the ninethree months ended September 30, 2017.March 31, 2020. Noninterest-bearing deposits increased $2,282,$1,228, while interest-bearing deposits increased $120,108 in$16,795 during the ninethree months ended September 30, 2017.March 31, 2020. Total stockholders’ equity increased $15,459, or 36.9%,$331, to $57,379$118,441 at September 30, 2017March 31, 2020 from $41,920$118,110 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.2019. For the ninethree months ended September 30, 2017,March 31, 2020, total assets averaged $611,477, an increase$1,085,345, a decrease of $75,143$44,305 from $536,334$1,129,650 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.2019.

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$68,402 at September 30, 2017,March 31, 2020, a decrease of $16,239,$22,845, or 22.2%25.0%, from $73,113$91,247 at December 31, 2016.2019. During 2019, management put into action a strategic initiative to reconstitute the footprint of its distribution channel from underperforming markets to regions with greater growth and profit potential. As part of this plan, we hired a number of established and seasoned commercial relationship managers to operate in these new markets during the latter part of 2019. As a result, we experienced significant loan growth in the first quarter of 2020. The onset ofCOVID-19 caused a marked reduction in general market rates which increased the value of fixed rate securities and lowered the yield on adjustable rate securities. This provided us the opportunity to partially fund our loan demand and reduce our exposure to falling interest rates through the sale of investment securities at a net gain. Accordingly, we sold $27,168 in investment securitiesavailable-for-sale which consisted of equal portions of longer-term municipal obligations and adjustable rate US Government mortgage backed securities. The net gain on the sale amounted to $815 in the first quarter of 2020 compared to a net loss recognized of $42 in the first quarter of 2019.

For the ninethree months ended September 30, 2017,March 31, 2020, the investment portfolio averaged $71,251,$82,028, a decrease of $814$26,228, compared to $72,065$108,256 for the same period last year. Thetax-equivalent yield on the investment portfolio increased sevendecreased 25 basis points to 3.42%2.85% for the ninethree months ended September 30, 2017,March 31, 2020, from 3.35%3.10% for the comparable period of 2016. Moreover, thetax-equivalent yield for the third quarter of 2017 decreased 14 basis points from 3.47% for the second quarter of 2017.2019.

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,$722, net of deferred income taxes of $310,$192 at September 30, 2017, and $1,659,March 31, 2020. This compares with a net unrealized holding gain of $534, net of deferred income taxes of $854,$142, at December 31, 2016.

2019. The Asset/Liability Committee (“ALCO”) reviewsincrease in the performance and risk elementsunrealized holding gain was the 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, increased to $560,187$887,449 at September 30, 2017March 31, 2020 from $409,343$852,109 at December 31, 2016,2019, an increase of $150,844,$35,340, or 36.9%4.1%. We experienced growth in all major sectors of loans. Business loans, including commercial construction and commercial real estate loans, increased $149,510,$23,142, or 54.9%4.0%, to $421,831$597,701 at September 30, 2017March 31, 2020 from $272,321$574,559 at December 31, 2016.2019. Retail loans, including residential real estate and consumer loans, increased $1,334,$1,449, or 1.0%0.7%, to $138,356$217,168 at September 30, 2017March 31, 2020 from $137,022$215,719 atyear-end 2016. December 31, 2019. Construction lending increased $10,749, or 17.4%, to $72,580 at March 31, 2020 from $61,831 at December 31, 2019. Construction loans consisted of $10,005 for residential homes and rental properties and $62,575 for land development loans at March 31, 2020. Residential construction loans included $4,684 for loans to individuals to build personal residences and $5,231 for loans to finance builders of residential properties. Land development loans consisted of $8,285 for residential land developments, $52,129 for commercial land developments and $2,161 for consumer land loans. The increase in loan growth was due to originations in new and existing markets and from the addition of relationship managers hired in the latter part of 2020.

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 ninethree months ended September 30, 2017,March 31, 2020, loans, net averaged $478,033, an increase$874,420, a decrease of $75,155, or 18.7%$12,393 compared to $402,878$886,813 for the same period of 2016.in 2019. Thetax-equivalent yield on the loan portfolio was 4.35%4.64% for the ninethree months ended September 30, 2017,March 31, 2020, a 21 basis38-basis point decrease from 5.02% for the comparable period last year. Loan accretion included in loan interest income in the first three months of 2020 related to acquired loans was $132 compared to $439 for the same period in 2019.

The economic slowdown associated withtax-equivalentCOVID-19 yieldmay have an adverse impact on the growth and asset quality of our loan portfolio, increase three basis points duringespecially those industry segments being severely impacted by the third quarterpandemic. Specifically, we have identified the following industries, by the amount of 2017 fromaggregate loans and percentage of total loans as of March 31, 2020 in our loan portfolio that may have increased exposure to this pandemic event:

   March 31, 2020 

Industry:

  Amount   % of Total
Loans
 

Mining, Quarry, Oil and Gas

  $1,706    0.2

Construction-Land Subdivision

   20,232    2.3

Manufacturing

   12,606    1.4

Wholesale Trade

   4,999    0.6

Automobile Dealers

   7,086    0.8

Non-Residential Rentals and Leasing

   259,240    29.2

Residential Rental and Leasing

   110,028    12.4

Health Care

   11,915    1.3

Arts, Entertainment and Recreation

   5,683    0.6

Hospitality

   56,750    6.4

Restaurants

   8,873    1.0
  

 

 

   
  $499,118    56.2
  

 

 

   

There have been a number of initiatives recently instituted by the 4.35%Federal Government that may help offset the adverse impact on the growth and asset quality of our loan portfolio. In response to the economic slowdown caused bytax-equivalentCOVID-19, yieldPresident Donald Trump signed into law the CARES Act on March 27, 2020 which included numerous provisions including the institution of the establishment of the PPP. The PPP was created to provide funding to small business owners who may have had to temporarily close or scale back production as a result of theCOVID-19 pandemic. The PPP provides borrower guarantees for lenders, as well as loan forgiveness incentives for borrowers that utilize the loan proceeds to cover employment-sustaining payroll costs and benefits, as well as other significant costs including the small businesses’ rent, mortgage, and utilities. There has been considerable demand for PPP loans implemented by the CARES Act. As a U.S. Small Business Administration (“SBA”) lender, we have been participating in the PPP and were able to approve 296 PPP loans totaling $39,700 in the first round of government funding. On April 24, 2020, the President signed into law a second round of PPP funding. We continue to actively participate in the PPP and as

of April 30, 2020 have submitted 1,238 additional applications approximating $257,700 to the SBA in the second quarterround of 2017.funding, most of which have been approved and await customer execution of the loan documentation. On April 9, 2020, the FDIC, Federal Reserve and OCC created the PPPLF to bolster the effectiveness of the PPP by providing liquidity to and neutralizing the regulatory capital effects on participating financial institutions. We intend to utilize the liquidity relief offered by the PPPLF to the extent needed and as a result, do not expect our participation in the PPP to have a negative impact on our liquidity position, capital resources, financial condition or results of operations. Offsetting the positive influence offered by the PPP is the fact that most states, including the Commonwealth of Pennsylvania, have placed significant restrictions onnon-essential businesses as well as enforcing social distancing. The longer these restrictions are in place the more severe the effects of the economic slowdown will be and the greater the negative consequences for our loan customers which, in turn, could adversely affect the Company’s financial condition, liquidity and results of operations.

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.

Unused portions ofOff-balanceoff-balance sheet commitments at September 30, 2017,March 31, 2020, totaled $86,876,$160,714, consisting of $48,695$85,796 in lines of credit, $32,263 in construction loans, $14,395 in commitments to extend credit, $34,521$23,745 in deposit overdraft protection and $4,515 in standby letters of credit. In comparison, unused portions ofoff-balance sheet commitments, at December 31, 2019, totaled $176,243, consisting of $81,665 in lines of credit, $41,168 in construction loans, $24,954 in commitments to extend credit, $23,730 in deposit overdraft protection and $4,726 in standby letters of credit.

With the onset of theCOVID-19 pandemic, we are continually monitoring draws on unused portions of lines of credit and $3,660 in standby lettersconstruction loans. Unused portions of lines of credit totaled $85,796 at March 31, 2020, consisting of $52,694 of commercial lines of credit and $33,102 of consumer lines of credit. DueComparatively, subsequent 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, totaled $58,475, consisting of $27,829 in commitments to extend credit, $26,729 inquarter end, unused portions of lines of credit totaled $88,653 at April 30, 2020, consisting of $55,260 of commercial lines of credit and $3,917 in standby letters$33,393 of consumer lines of credit. Unused portions of construction loans totaled $32,263 at March 31, 2020 consisting of $29,022 of commercial construction loans and $3,241 of consumer construction loans. In comparison, at April 30, 2020 unused portions of construction loans totaled $24,373 consisting of $22,398 of commercial construction loans and $1,975 of consumer construction loans.

Asset Quality:

National, Pennsylvania and our market area unemployment rates at September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

  September 30,
2017
 September 30,
2016
  2020 2019 

United States

  4.2% 4.9%   4.4 3.8

Pennsylvania (statewide)

  4.8% 5.5%

Pennsylvania

   6.0 4.3

Berks County

  4.8% 5.0%   5.9 4.2

Blair County

   6.2 4.3

Bucks County

   5.2 3.8

Centre County

   4.4 3.0

Clearfield County

   8.0 5.6

Cumberland County

   4.3 3.1

Dauphin County

  4.7% 4.8%   5.3 3.7

Lebanon

  4.4% 4.4%

Lycoming

  5.5% 6.3%

Northumberland County

  5.3% 5.9%

Huntingdon County

   9.4 6.6

Lebanon County

   5.2 3.7

Lehigh County

   6.0 4.5

Lycoming County

   7.4 5.2

Perry County

  4.4% 4.6%   5.0 3.7

Schuylkill County

  5.9% 6.1%   7.1 5.5

Somerset County

  5.8% 6.3%   8.2 5.8

Employment conditions deteriorated in 2017 improved2020 for the United States,Nation, Commonwealth of Pennsylvania and all of the Countieswithin every county in which we have branch locations. The average unemployment rate for all our counties increased to 6.3% in 2020 from 4.5% in 2019. The lowest unemployment rate in 20172020 for all the Countiescounties we serve was 4.4%4.3% which was in LebanonCumberland County, and Perry Counties. The decreasethe highest recorded rate being 9.4% in Huntingdon 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.

We currently have in place a number of processes, procedures and monitoring tools to manage credit risk that will assist us in navigating our Company through this pandemic, including but not limited to:

Approval Process – No single approval authorities. All loans are approved by two authorized officers with higher exposures approved by a committee process.

Concentration Management – Concentration limits by industry are established by policy and monitored and reported to the Board of Directors quarterly.

CRE Stress Testing – CRE Stress testing is conducted at the individual transaction level for new loans and with annual reviews of existing relationships. The credit department utilizes a cash flow analysis to stress individual loans for increased interest rate, decreased occupancy, and a combination of these two scenarios. In addition, a break-even interest rate and break-even occupancy level is calculated.

CRE Stress Testing is also conducted quarterly at the portfolio level with results reported to the Board of Directors. The stress testing includes a mild and severe stress test. The stress test factors include: Interest rate shocks for both fixed and variable rate loans; changes or declines in Net Operating Income; and declines in collateral value. Asset quality is quantified by analyzingLoan-to-Value and Debt Service Coverage ratios. Stress testing is commensurate with our current and projected credit risk profile. Management will revisit stress testing procedures in the event our risk profile changes. Changes in the risk profile may stem from the introduction of a new product, changes in economic conditions both locally and nationally, or other internal or external factors that may affect credit quality.

A CRE market summary report is prepared and reported to the Board of Directors quarterly. The report provides a detailed analysis of CRE activity for each of the Bank’s geographic markets, and for each property type within each market. Job growth, employment statistics, demographic statistics, supply and demand, absorption rates, vacancy rates, rental and expense data and market sales history are all considered.

Loan Quality Review – A Commercial Loan Quality Review meeting is conducted quarterly by the Chief Credit Officer and Chief Lending Officer. Commercial account officers, the Credit Manager and the Special Assets Manager are required to attend. This process is intended to ensure the accuracy and timeliness of risk ratings, and to provide a framework for monitoring and managing problem accounts. Credits reviewed include all Pass/Watch rated loans over $750, and all Special Mention and all Substandard rated loans over $25.

Collection Committee – The Collection Committee consist of the President and Chief Executive Officer, Chief Lending Officer, Chief Credit Officer, Chief Risk Officer, Chief Strategy Officer, and Special Assets Manager. The Collection Committee meetsbi-weekly, or more often if necessary. The Collection Committee reviews all delinquent accounts, allnon- accrual accounts, all bankruptcies and workouts in process. The committee is responsible to approve all charge off recommendations, placement of accounts into and out of nonaccrual status, troubled debt restructurings, OREO transactions and sale of OREO, and other actions to be taken on problem loans.

External Loan Review – The Bank engages an outside independent firm on at least an annual basis to conduct a full scope loan review. The scope of review is determined and structured to ensure that the number of loans and percentage of dollar coverage of the commercial loan and commercial mortgage portfolios reviewed will be sufficient to achieve the below-stated objectives and conform to regulatory standards. The objectives of the review are as follows: (i) to identify, evaluate and appropriately grade loans that have potential or existing credit weaknesses; (ii) to determine the overall quality of commercial and industrial loan and commercial real estate mortgage portfolios, including the effect of any concentrations of credit and the changes in the level of such concentrations; (iii) to identify exceptions in financial, loan and collateral documentation; (iv) to evaluate compliance with laws, regulations and internal policies relating to commercial lending activities, and; (v) to provide recommendations on policies, procedures and practices, if appropriate.

Our asset quality improveddeteriorated slightly in the ninethree months ended September 30, 2017.March 31, 2020. Nonperforming assets decreased $1,098,increased $651, or 13.4%12.8%, to $7,077$5,731 at September 30, 2017,March 31, 2020, from $8,175$5,080 at December 31, 2016.2019. We experienced a decreaseincreases in restructured loans,other real estate owned and accruing loans past due 90 days or more and foreclosed assets, which more thanpartially offset the increaseby decreases in nonaccrual loans and accruing troubled debt restructured loans. As a percentage of loans, net and foreclosed assets, nonperforming assets equaled 1.3%0.65% at September 30, 2017March 31, 2020 compared to 2.0%0.60% at December 31, 2016.2019.

Loans on nonaccrual status increased $379decreased $239 to $1,765$2,048 at September 30, 2017March 31, 2020 from $1,386$2,287 at December 31, 2016.2019. The increasedecrease in nonaccrual loans was due to increasesdecreases of $345$372 in commercial real estate loans and $191$50 in residential real estate loans, offset partially offset by a $157 decreasean increase of $183 in commercial real loans. Accruing troubled debt restructured loans declined $637, or 11.0%,$20, to $5,168$2,646 at September 30, 2017March 31, 2020 from $5,805$2,666 at December 31, 2016.2019. Accruing loans past due 90 days or more declined $359, whileincreased $646, and other real estate owned decreased $481increased $264 during the nine months ended September 30, 2017.

For the three months ended September 30, 2017, nonperformingMarch 31, 2020.

Nonperforming assets improveddecreased $226 to $7,077, a decrease of $64$5,731 at March 31, 2020 from $7,141$5,957 at September 30, 2016. There were decreasesMarch 31, 2019. Decreases in nonaccrual loans, accruing troubled debt restructured loans and other real estate owned were partially offset by an increase in accruing loans past due 90 days or more.

In response to theCOVID-19 pandemic and its economic impact to our customers, we implemented short-term modification programs that comply with regulatory and accounting guidance to provide temporary payment relief to those borrowers directly impacted byCOVID-19 who were not more than 30 days past due at the time we implemented our modification programs. These programs allow for a deferral of principal, or principal and other real estate owned, partially offsetinterest payments for a maximum of 180 days on a cumulative and successive basis. The deferred payments, including interest accrued during the deferral period, if applicable, result in the extension of the loan due date by an increase in nonaccrualthe number of months deferred. As of March 31, 2020, we had not granted any deferral of payments under these programs.

As of April 30, 2020, we have granted temporary modifications to consumer and commercial loan customers for 355 loans with outstanding balances totaling $185,188, or 20.9%, of total loans.

Generally, maintaining a high loan Depending on the circumstances and request from the borrower, modifications were made to deposit ratio is our primary goal in orderdefer all payments for loans requiring principal and interest payments, or to maximize profitability. However, this objective is superseded by our attempts to ensure that asset quality remains strong. Wedefer principal payments only and continue to focuscollect interest payments, or to defer all interest payments for loans requiring interest only payments. The following table summarizes information concerning loan modifications made as of April 30, 2020, by loan classification:

   Number
of
Loans
   Amount   % of
Outstanding
  Aggregate Deferred Payments 
  Principal   Interest 

Commercial

   83   $24,522    20.2 $631   $315 

Construction:

         

Commercial

   14    10,013    18.3  50    128 

Hospitality

   3    15,761    88.9  55    185 
  

 

 

   

 

 

    

 

 

   

 

 

 

Total

   17    25,774    35.5  105    313 
  

 

 

   

 

 

    

 

 

   

 

 

 

Commercial Real Estate:

         

Multi Family

   13    4,786    8.4  74    44 

Owner Occupied

   69    30,897    24.5  623    322 

Non-Owner Occupied

   29    48,413    21.8  1,481    304 

Hospitality

   7    21,930    56.6  241    276 

Agricultural

   10    6,725    20.5  102    124 
  

 

 

   

 

 

    

 

 

   

 

 

 

Total

   128    112,751    23.7  2,521    1,070 
  

 

 

   

 

 

    

 

 

   

 

 

 

Residential Real Estate

   116    21,897    10.4  307    320 

Consumer

   11    244    3.3  8    6 
  

 

 

   

 

 

    

 

 

   

 

 

 

Total

   355   $185,188    20.9 $3,572   $2,024 
  

 

 

   

 

 

    

 

 

   

 

 

 

In March 2020, a joint statement was issued by federal and state regulatory agencies, after consultation with the FASB, to clarify that short-term loan modifications are not troubled debt restructurings (“TDR”) if made on a good-faith basis in response toCOVID-19 to borrowers who were current prior to the implementation of our efforts on maintaining sound underwriting standardsdeferral programs. Under this guidance, six months is provided as an example of short-term, and current is defined as less than 30 days past due at the time the modification programs were implemented. The guidance also provides that these modified loans generally will not be classified as nonaccrual during the term of the modification. For all borrowers who enroll in these loan modification programs offered as a result ofCOVID-19, the delinquency status of the borrowers is frozen, resulting in a static delinquency metric during the deferral period. Upon exiting the deferral program, the measurement of loan delinquency will resume where it had left off upon entry into the program, and the modifications will not impact a borrower’s repayment history for both commercialcredit repayment reporting purposes. For borrowers who are 30 days or more past due when enrolling in a loan modification program related to theCOVID-19 pandemic, we evaluate the loan modifications under our existing TDR framework, and consumer credit.where such a loan modification would result in a concession to a borrower experiencing financial difficulty, the loan will be accounted for as a TDR.

We maintain the allowance for loan losses at a level we believe adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred loan losses inherent in the remainder of the loan portfolio as of the balance sheet date. The allowance for loan losses is based on past events and current economic conditions. We employ the Federal Financial Institutions Examination Council Interagency Policy Statement, as amended, December 13, 2006, and GAAP in assessing the adequacy of the allowance account.

Under GAAP, the adequacy of the allowance account is determined based on the provisions of FASB Accounting Standards Codification (“ASC”) 310, “Receivables”, for loans specifically identified to be individually evaluated for impairment and the requirements of FASB ASC 450, “Contingencies”, for large groups of smaller-balance homogeneous loans to be collectively evaluated for impairment.

We follow our systematic methodology in accordance with procedural discipline by applying it in the same manner regardless of whether the allowance is being determined at a high point or a low point in the economic cycle. Each quarter, the Chief Credit Officer identifies those loans to be individually evaluated for impairment and those loans collectively evaluated for impairment utilizing a standard criteria. Grades are assigned quarterly to loans identified to be individually evaluated. A loan’s grade may differ from period to period based on current conditions and events. However, we consistently utilize the same grading system each quarter. We consistently use loss experience from the latest eight quarters in determining the historical loss factor for each pool collectively evaluated for impairment. Qualitative factors are evaluated in the same manner each quarter and are adjusted within a relevant range of values based on current conditions. We continue to evaluate risks which may impact our loan portfolios. As a result of the coronavirus pandemic and resultant business shutdowns and unemployment spikes, we reviewed our loan portfolio segments, assessing the likely impact ofCOVID-19 on each segment and established specific qualitative adjustment factors. As we weigh additional information on the potential impact of this event on our overall economic prospects coupled with our loan officers’ further assessments of the impact on individual borrowers, our delinquencies and loss estimates will be revised as needed, and these revisions could have a material impact on future provisions to the allowance for loan losses and results of operations. 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$735 to $5,404$8,251 at September 30, 2017,March 31, 2020, from $3,732$7,516 at the end of 2016.2019. The increase in the allowance was a result of the provision for loan losses of $1,800 for the first three months of 2020 exceeding net charge-offs for the period. The provision for loan losses totaled $1,800 for the quarter ended March 31, 2020, compared to $583 for the same period in 2019. The increase in the provision for loan losses was the combined result of loan growth, increases in historical loss factors primarily attributabledue to thecharge-off of one large unsecured credit, and changes in qualitative factors related to the reserve build associated with the effects ofCOVID-19 as of the balance sheet date. During the first quarter of 2020, the economy experienced a significant deterioration in the macroeconomic environment driven by theCOVID-19 pandemic, which impacted our allowance for loan growthlosses. Our qualitatively determined allowance associated with deterioration in 2017.the macroeconomic outlook fromCOVID-19 resulted in a $477 additional provision expense for credit losses. For the ninethree months ended September 30, 2017,March 31, net charge-offs were $62,$1,065, or 0.02%0.49%, of average loans outstanding a $950 decreasein 2020 compared to $1,012,$445, or 0.34%0.20%, 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 2019. The increase in net charge-offs was primarily due to one commercial account relationship, totaling $899, and one commercial real estate loan, totaling $95, that were charged off due to deterioration in their financial conditions.

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 ninethree months ended September 30, 2017,March 31, 2020, total deposits increased $18,023 to $574,950$958,503 from $452,560$940,480 at December 31, 2016.2019. Noninterest-bearing transaction accounts increased $2,282,$1,228 while interest-bearing accounts increased $120,108 in the nine months ended September 30, 2017. Interest-bearing$16,795. Specifically, interest-bearing transaction accounts, including NOW, money market, NOW and savings, increased $10,806 and time deposits, including certificates of deposit and individual retirement accounts increased $104,949, or 40.7%, to $362,611 at September 30, 2017 from $257,662 at December$5,989 in the three months ended March 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%. 2020.

For the three months ended September 30, 2017, total deposits increased $51,055 with growth in all categories except savings accounts.

For the nine months ended September 30,March 31, interest-bearing deposits averaged $440,638$795,084 in 20172020 compared to $391,990$835,687 in 2016.2019. The cost of interest-bearing deposits was 0.61%0.90% in 20172020 compared to 0.47%1.01% 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. The cost of interest-bearing liabilities increased seven basis points when comparing the third quarter of 2017 with the second quarter of 2017.

Corresponding2019. Consistent with recent FOMC actions interestto lower short-term rates have increased from historic lows that existed for an extended period. Alldue to the onset ofCOVID-19, we also took actions to lower deposit rates have increasedto fend off net interest margin contraction due to changes in yields on floating and as such, customers have continuedadjustable rate loans. We anticipate deposit costs to be attractedcontinue to interest-bearingnon-maturitydecrease in the short term based on the impact of recent actions of the FOMC to lower its target federal funds rate in the latter part of March 2020.

We expect core deposits to provide flexibilityincrease in the eventcoming months. Many consumers are working from home or temporarily unemployed but still receiving income through unemployment insurance. Additionally, many Americans are receiving their tax refunds for the 2019 filing year and stimulus payments from the CARES Act. Since consumers have fewer ways to spend their money during the stay at home orders and social distancing practices brought on by theCOVID-19 pandemic, we expect our retail deposit base to increase, until such time, as the threat from the virus dissipates and states are allowed to open their businesses once again. The increases due to these factors may be offset by deposit decreases as a result of additional increases in general market rates in the near term.individuals utilizing savings due to job losses along with school districts decreasing reserves.

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 September 30, 2017,March 31, 2020 and December 31, 2019, we did not have any short-term borrowings outstanding.

Long-term debt totaled $37,250$26,992 at March 31, 2020 as compared to $31,500$6,971 at December 31, 2016, all2019. For the three months ended March 31, long-term debt averaged $11,817 in 2020 and $6,902 in 2019. At the end of which wereMarch 2020, we borrowed under$20,000 of term debt from the Bank’s Open Repo Plus line withFHLB to take advantage of reductions in general market rates. These funds will bolster our liquidity position and provide necessary funding for loans in the FHLB.process of being closed. The amount of the term debt was spread equally over three, five and seven year maturities. The FHLB borrowing had a weighted average rate of 0.90% and weighted average life of five years. As a FHLB member, we are required to buy a portion of stock in FHLB for each advance. The adjusted weighted average cost of short-term borrowingsthe borrowing decreases to 0.57% considering the addition of the dividend rate on the FHLB stock at the time the borrowing was 118 basis points in the nine months ended September 30, 2017 and 58 basis points during the same period last year. Long-term debt totaled $6,503 at September 30, 2017 as compared to $11,154 at December 31, 2016.granted. The average cost of long-term debt was 3.11%4.19% in the ninethree months ended September 30, 2017 and 2.67%March 31, 2020, a decrease from 7.87% 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 and a prolonged erathe FOMC’s recent actions to lower short-term interest rates in order to mitigate the impact of historically low market rates,theCOVID-19 pandemic on the economy, it has become increasing more 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 that is overseen by the Board of Directors and senior management, which involves a comprehensive risk management process in order to effectively identify, measure, monitor and control risk. Should bank regulatory agencies identify a material weakness in a bank’s risk management process or high 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 committeeCommittee (“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. AConversely, 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 0.791.54 at September 30, 2017.March 31, 2020. Given the recent monetary policy actions of the FOMC based on uncertainty surrounding the timing of the recovery from the pandemic and the potential for rates to increase in the future,remain at these low levels, 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 September 30, 2017,March 31, 2020, 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 September 30, 2018,March 31, 2021, would increase 2.76% and decrease 1.23%5.48% from model results using current interest rates. We will continue to monitor our IRR through employing deposit and loan pricing strategies and directing the reinvestment of loan and investment repayments in order to manage our IRR position.

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

Liquidity:

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

 

Funding new and existing loan commitments;

 

Payment of deposits on demand or at their contractual maturity;

 

Repayment of borrowings as they mature;

 

Payment of lease obligations; and

Payment of operating expenses.

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

Historically, core deposits have been the primary source of liquidity because of their stability and lower cost, in general, thanwhen compared to other types of funding.funding sources. 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.

As a result of the onset of theCOVID-19 pandemic, we have placed increased emphasis on solidifying, monitoring and managing our liquidity position. We believe our liquidity position is strong. At March 31, 2020, we had available liquidity of $73,235 from cash and interest-bearing balances with other banks. Our investment securities portfolio is comprised primarily of highly liquid U.S. Government and Government-Sponsored Enterprises and high credit quality municipal securities. At March 31, 2020,available-for-sale investment securities totaled $68,402, and had a net unrealized holding gain of $914. Our secondary sources of liquidity consist of the available borrowing capacity at the Federal Home Loan Bank (“FHLB”), Atlantic Coast Bankers Bank (“ACBB”) and Pacific Coast Bankers Bank (“PCBB”) and through a relationship with StoneCastle Partners LLC, a third party financial institution who provides cash management services to institutional investors. At March 31, 2020, our available borrowing capacity was $359,350 at the FHLB was $10,000 each at ACBB and PCBB. StoneCastle provides deposits to community banks up to 15% of their total assets, which would amount to additional liquidity of $167,556 for us based on March 31, 2020. As aforementioned, we intend to utilize the liquidity relief offered by the PPPLF to the extent needed and as such do not expect our participation in the PPP to have a negative impact on our liquidity position.

With respect to monitoring and managing our liquidity, in addition to our normal quarterly liquidity reporting to the Risk Committee that includes stress testing under moderate, severe and extreme scenarios, we have instituted a formalized presentation monthly using various metrics to assist the entire Board of Directors in assessing our liquidity position. With the changes in the industry related toCOVID-19, we have focused on maintaining greater liquidity. We believe liquidity needs could be greater during this volatile time within the industry and markets. Based upon this volatility, we took steps to maintain a greater balance of cash and cash equivalents on the balance sheet through the sale of investment securitiesavailable-for-sale and borrowing from the FHLB.

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 September 30, 2017.March 31, 2020. Our noncore funds at September 30, 2017,March 31, 2020 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 September 30, 2017,March 31, 2020, our net noncore funding dependence ratio, the difference between noncore funds and short-term investments to long-term assets, was 6.80%-1.68%, while our net short-term noncore funding ratio, noncore funds maturing withinone-year, less short-term investments to assets equaled 6.54%1.56%. Comparatively, our overallnet noncore dependence ratio improved fromwasyear-end-1.03% 2016 when it was 6.85%. Similarly,while our net short-term noncore funding ratio was 7.36%1.54% atyear-end,year-end. indicating thatIn addition, as compared 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 $46$22,887 during the ninethree months ended September 30, 2017.March 31, 2020. Cash and cash equivalents decreased $6,571increased $14,285 for the same period last year. For the ninethree months ended September 30, 2017,March 31, 2020, we realized net cash inflows of $596$383 from operating activities and $137,854$37,511 from financing activities wereoffset partially offset by a net cash outflowoutflows of $138,404$15,007 from investing activities. For the same period of 2016,2019, we recognized net cash outflows of $1,217 from operating activities and $4,138 from financing activities, offset by net cash inflows of $2,944$19,640 from operating activities and $15,555 from investing activities were more than offset by a net cash outflow of $25,070 from financing activities.

Operating activities provided net cash of $596$383 for the ninethree months ended September 30, 2017 and provided net cash of $2,944March 31, 2020 compared to using $1,217 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 used net cash of $138,404$15,007 for the ninethree months ended September 30, 2017.March 31, 2020. For the comparable period in 2016,2019, investing activities provided net cash of $15,555. In 2017, an increase in lending activities$19,640. For the three months ended March 31, 2020, loan originations more than offset net proceeds received on the sale of investment securitiesavailable-for-sale. For the comparable period of 2019, payments and prepayments on loans exceeding loan originations was the primary factor causing the net cash outflowinflow from investing activities. Investment portfolio activities along with a decrease in lending were the predominant factors causing the net cash inflow from investing activities in 2016.

Financing activities provided net cash of $137,854$37,511 for the ninethree months ended September 30, 2017March 31, 2020 and used net cash of $25,070$4,138 for the same period last year. Deposit gathering is a predominant financing activity. During the ninethree months ended September 30, 2017 and 2016,March 31, deposits increased $122,390$18,023 in 2020 and $10,651, respectively. Also impactingdecreased $3,564 in 2019. In addition, net cash provided by financing activities for the first quarter of 2020 was impacted by the proceeds received from an increase in 2017 was a capital issuance which accounted for a net cash inflowlong-term debt of $15,941.$20,000.

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,$118,441, or $11.73$12.82 per common share, at September 30, 2017,March 31, 2020, and $41,920,$118,110, or $12.95$12.81 per common share, at December 31, 2016.2019. The net increase in stockholders’ equity in the ninethree months ended September 30, 2017March 31, 2020 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,$633, the issuance of common stock tothrough Riverview’s ESPP, 401k and dividend reinvestment plans of $373,$180, stock-based compensation of $22 and the issuancerecognition of common stock related to the exercise of stock options of $61, anda change in other comprehensive income of $1,058, resulting from net unrealized gains in$188, offset by the investment portfolio.payout of cash dividends of $692.

Bank regulatory agencies consider capital to be a significant factor in ensuring the safety of a depositor’s accounts. These agencies have adopted minimum capital adequacy requirements that include mandatory and discretionary supervisory actions for noncompliance.

The Bank’s Tier 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 March 31, 2020 and December 31, 2019:

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

March 31, 2020:

  Amount   Ratio  Amount   Ratio  Amount   Ratio 

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

  $104,939    12.1 $91,001   ³10.5 $86,667   ³10.0

Tier 1 capital (to risk-weighted assets)

   96,599    11.1   73,667   ³8.5   69,334   ³8.0 

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

   96,599    11.1   60,667   ³7.0   56,334   ³6.5 

Tier 1 capital (to average total assets)

   96,599    9.1   42,295   ³4.0   52,869   ³5.0 

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

December 31, 2019:

  Amount   Ratio  Amount   Ratio  Amount   Ratio 

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

  $104,010    12.4 $88,132   ³10.5 $83,936   ³10.0

Tier 1 capital (to risk-weighted assets)

   96,405    11.5   71,345   ³8.5   67,148   ³8.0 

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

   96,405    11.5   58,755   ³7.0   54,558   ³6.5 

Tier 1 capital (to average total assets)

   96,405    9.1   42,489   ³4.0   53,112   ³5.0 

In light of the recent pandemic crisis and its potential adverse impact on capital adequacy within the financial industry, maintaining a high level of capital is of extreme importance to federal regulators as well as our management and Board of Directors. Our asset liability committee continually reviews our capital position. As part of its review, the ALCO considers:

The current and expected capital requirements, including the maintenance of capital ratios in excess of minimum regulatory guidelines;

The market value of our securities and the resulting effect on capital;

Nonperforming asset levels and the effect deterioration in asset quality will have on capital;

Any planned asset growth;

The anticipated level of net earnings and capital position, taking into account the projected asset/liability position and exposure to changes in interest rates;

The source and timing of additional funds to fulfill future capital requirements.

Based on the heightened level of stress on capital caused by the recent events, management maintains a capital plan approved by the Board of Directors. Our capital plan consists of the following areas of focus, among others:

Comprehensive risk assessment including consideration of the following risk elements, among others: credit; liquidity; earnings; economic value of equity; concentration; and economic, both national and local;

Assessing current regulatory capital adequacy levels;

Monitoring procedures consisting of stress testing, using both scenarios of previous historic data of financial crisis periods and the Federal Reserve Board’s Supervisory Capital Assessment Program (“SCAP”), and certain triggering events that would call into question the need to raise additional capital;

Identifying realistic and readily available alternative sources for augmenting capital if higher capital levels are required;

Evaluating dividend levels, and;

Providing aten-year financial projection for analyzing capital adequacy.

During the first quarter of 2020, Riverview set up a guidance line of credit with a local bank for $10,000 to be utilized as contingency capital funding for the Bank in case of further deterioration of market condition due toCOVID-19. This borrowing facility, if drawn upon, could be utilized to increase capital levels of the subsidiary bank through the injection of proceeds as additional paid in capital, if needed.

Based on the most recent notification from the FDIC, the Bank was categorized as well capitalized under regulatory capital guidelines.at March 31, 2020 and December 31, 2019. There are no conditions or negative events since this notification that we believe have changed the Bank’s category.well capitalized status.

Review of Financial Performance:

The CompanyWe reported net earningsincome of $13$633, or $0.03$0.07 per basic and diluted weighted average common share, for the nine months ended September 30, 2017,first quarter of 2020, compared to a net incomeloss of $2,579$687, or $0.80$(0.08) per basic and diluted weighted average common share, for the comparable periodfirst quarter of 2016.2019. The netmajor factor impacting earnings recognized in the nine months ended September 30, 2017first quarter of 2020 was directly affected from incurring certain costs involved in implementing strategic initiatives to enhance shareholder value through asset growth provided by organic and inorganic opportunities. On January 20, 2017, Riverview announced the successful completionrecognition of a $17.0 million private placement$1,800 provision for loan losses. The increase in the provision for loan losses was the combined result of commonloan growth, increases in historical loss factors primarily due to thecharge-off of one large unsecured credit, and preferredchanges in qualitative factors related to the reserve build associated with the effects ofCOVID-19 as of the balance sheet date. As we weigh additional information on the potential impact of this event on our overall economic prospects, coupled with our loan officers’ further assessments of the impact on individual borrowers, our delinquencies and loss estimates will be revised as needed. These revisions could have a material impact on future provisions to the allowance for loan losses and results of operations. Another major factor influencing the level of earnings in the first quarter of 2020 was the recognition of $315 less of net accretion on acquired assets and assumed liabilities comparing the first quarters of 2020 and 2019. Partially offsetting the impact of these reductions to income was the recognition of a $815 net gain on the sale of investment securities in order to provide liquidity to fund loan demand and limit exposure to falling rates through the disposition of adjustable rate securities. The additional capital afforded Riverviewresults for the ability to significantly grow its loan portfolio through hiring multiple teamsfirst three months of experienced and established lenders to serve new and existing markets. More notably2019 included the capital raise allowed Riverview to announce on April 20, 2017, the executionrecognition of a definitive business combination agreementnonrecurring executive separationpre-tax expense totaling $2,218, which primarily contributed to formthe first quarter net loss. If theCOVID-19 pandemic persists, it will continue to have a strategic partnership with CBT Financial Corp,severe effect on economic activity and will cause greater negative consequences for our customers which, was effective October 1, 2017. This action created a community banking franchise with approximately $1.2 billionin turn, could adversely affect the Company’s financial condition, liquidity and results 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.operations.

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 20172020 and 2016.2019, respectively.

For the three months ended September 30,March 31,tax-equivalent net interest income increased $675decreased $984 to $5,511$8,846 in 20172020 from $4,836$9,830 in 2016.2019. 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 decline in thetax-equivalent loan yield and the realization of lower levels of loan accretion from purchase accounting marks. Overall, average earning assets decreased to 3.57% for$10,385 more than the third quarterdecline in average interest-bearing liabilities in comparing the first three months of 2017 from 3.99% for the comparable period of 2016.2020 with 2019. Thetax-equivalent net interest margin for the second quarterthree months ended March 31, was 3.60% in 2020 compared to 3.86% in 2019. The net interest spread decreased to 3.44% for the three months ended March 31, 2020 from 3.67% for the three months ended March 31, 2019. Net accretion included in interest income in the first three months of 20172020 related to purchase accounting marks from mergers was 3.58%.$185 resulting in an increase in thetax-equivalent net interest margin of 7 basis points. For the same period in 2019 net accretion income was $500, resulting in an increase in thetax-equivalent net interest margin of 19 basis points.

For the three months ended September 30,March 31, 2020,tax-equivalent interest income decreased $1,274, to $10,763 from $12,037 for the three months ended March 31, 2019. An unfavorable volume variance in interest income of $478 attributable to changes in the average balance of earning assets coupled with an unfavorable rate variance of $796 due to decreased yields on earning assets increased $1,156 to $6,519 in 2017 from $5,363 in 2016. Thecaused the overall decline. Specifically, the overall yield on earning assets, on a fullytax-equivalent basis, declined 21 basis pointsdecreased for the three months ended September 30, 2017 at 4.22%March 31, 2020 to 4.39% as compared to 4.43%4.73% for the three months ended September 30, 2016.March 31, 2019. The decrease in interest income was also impacted by a reduction in average earning assets, which decreased $45,084 to $986,938 for the first three months of 2020 from $1,032,022 for the same period in 2019. Thetax-equivalent yield on the loan portfolio decreased 0.38% to 4.64% for the three months ended March 31, 2020 compared to 5.02% for the same period last year and caused interest income to decline $746. Average loans decreased 32 basis points$12,393 comparing the first three months of 2020 and 2019, which caused a decrease intax-equivalent interest income of $141. Average investments decreased to $82,028 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 quarterthree months ended September 30, 2017March 31, 2020 compared to $400,427$108,256 for the same period in 2016. Thetax-equivalent interest earned on loans was $5,938 for the three month period ended September 30, 2017 compared to $4,730 for the same period in 2016, an increase of $1,208. Comparing the third quarters of 2017 and 2016, tax equivalent2019 causing interest income on investments decreased $72 as average volumes declined $6,292 andtax-equivalent yield decreased 11 basis points.to decrease $302.

Total interest expense increased $481decreased $290 to $1,008$1,917 for the three months ended September 30, 2017March 31, 2020 from $527$2,207 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.March 31, 2019. The decrease was caused by both volume and rate variances. The average volume of interest bearinginterest-bearing liabilities increaseddecreased to $524,506$807,890 for the three months ended September 30, 2017 as compared to $408,670March 31, 2020, from $842,589 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. The net interest spread decreased 30 basis points for the nine months ended September 30, 2017 to 3.47% from 3.77% for the nine months ended September 30, 2016. Thetax-equivalent net interest margin for the nine months ended September 30 was 3.58% in 2017 compared to 3.85% in 2016.

For the nine months ended September 30, 2017,tax-equivalent interest income increased $1,843 to $17,450 as compared to $15,607 for the nine months ended September 30, 2016. A positive volume variance in interest income of $2,673 attributable to changes in the average balance of earning assets was offset by a negative rate variance of $830 due to a reduction in the yield on earning assets. Average volumes of earning assets increased $76,137 comparing the nine months ended September 30, 2017March 31, 2019 and 2016. Thetax-equivalent yield on earning assets decreased 14 basis points in 2017 compared to 2016.

Total interest expense increased $798 to $2,446 for the nine months ended September 30, 2017 from $1,648 for the nine months ended September 30, 2016. A change in the volume of average interest bearing liabilities caused interest expense to increase $173. The average volume of interest bearing liabilities increased to $472,805 for the nine months ended September 30, 2017, as compared to $416,363 for the nine months ended September 30, 2016.decline $79. In addition, we recognized an unfavorablethe cost of funds decreased to 0.95% in 2020 from 1.06% in 2019 resulting in a decrease in interest expense of $211. Money market and Now account costs declined 38 and 26 basis points and were the major impact on lowering interest expense. Overall the cost of interest-bearing deposits decreased 11 basis points when comparing the first three months of 2020 and 2019. We expect that our net interest margin will continue to decrease as our rate variance of $625 fromsensitive assets decline at a 16 basis point increasefrequency and magnitude greater than our fund costs given the uncertainty in the overall costmarket as a result of funds. Cost of funds increased to 0.69% for the nine months ended September 30, 2017 as compared to 0.53% for the same period in 2016.pandemic.

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   Three months ended 
  September 30, 2017 September 30, 2016   March 31, 2020 March 31, 2019 
  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  $838,825   $9,782    4.69 $851,515   $10,688    5.09

Tax exempt

   18,330    547    3.99 12,276    395    4.30   35,595    310    3.50 35,298    291    3.34

Investments

                      

Taxable

   65,504    1,610    3.29 59,430    1,383    3.11   77,400    535    2.78 97,041    740    3.09

Tax exempt

   5,747    212    4.93 12,635    424    4.48   4,628    47    4.08 11,215    87    3.15

Interest bearing deposits

   9,975    78    1.05 9,348    41    0.59   30,490    89    1.17 36,953    231    2.54

Federal funds sold

   1,812    12    0.89 643    2    0.42           
  

 

   

 

    

 

   

 

     

 

   

 

    

 

   

 

   

Total earning assets

   561,071    17,450    4.16 484,934    15,607    4.30   986,938    10,763    4.39 1,032,022    12,037    4.73

Less: allowance for loan losses

   4,409      3,928        7,273      6,377     

Other assets

   54,815      55,328        105,680      104,005     
  

 

      

 

       

 

      

 

     

Total assets

  $611,477      $536,334       $1,085,345      $1,129,650     
  

 

      

 

       

 

      

 

     

Liabilities and Stockholders’ Equity:

                      

Interest bearing liabilities:

                      

Money market accounts

  $92,860   $548    0.79 $45,263   $127    0.37  $102,072    171    0.67 $113,602    293    1.05

NOW accounts

   140,186    409    0.39 139,267    313    0.30   270,559    319    0.47 281,052    505    0.73

Savings accounts

   80,836    85    0.14 73,660    103    0.19   133,267    60    0.18 129,259    30    0.09

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

   289,186    1,239    1.72 311,774    1,245    1.62

Short term borrowings

   22,375    197    1.18 13,676    59    0.58   989    5    2.03     

Long-term debt

   9,792    228    3.11 10,697    214    2.67   11,817    123    4.19 6,902    134    7.87
  

 

   

 

    

 

   

 

     

 

   

 

    

 

   

 

   

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

   807,890    1,917    0.95 842,589    2,207    1.06

Non-interest-bearing demand deposits

   144,630      156,735     

Other liabilities

   5,975      6,614        13,668      17,006     

Stockholders’ equity

   56,531      43,495        119,157      113,320     
  

 

      

 

       

 

      

 

     

Total liabilities and stockholders’ equity

  $611,477      $536,334       $1,085,345      $1,129,650     
  

 

   

 

    

 

   

 

     

 

   

 

    

 

   

 

   

Net interest income/spread

    $15,004    3.47   $13,959    3.77    $8,846    3.44   $9,830    3.67
    

 

      

 

       

 

      

 

   

Net interest margin

       3.58      3.85       3.60      3.86

Tax-equivalent adjustments:

                      

Loans

    $186      $134       $65      $61   

Investments

     72       144        10       18   
    

 

      

 

       

 

      

 

   

Total adjustments

    $258      $278       $75      $79   
    

 

      

 

       

 

      

 

   

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 September 30, 2017.March 31, 2020.

ForThe provision for loan losses totaled $1,800 for the three and nine months ended September 30,March 31, 2020, compared to $583 in 2019. The increase in the provision for loan losses totaled $610 and $1,734 in 2017, and $29 and $284 in 2016. The increase inwas the provision in 2017 was a directcombined result of loan growth.growth, increases in historical loss factors primarily due to the

charge-off of one large unsecured credit, and changes in qualitative factors related to the reserve build associated with the effects ofCOVID-19 as of the balance sheet date. The pandemic effects are expected to continue to weigh heavily on businesses and their ability to service debt along with increasing unemployment for those individuals depending on these businesses for income. As a result, our future provisions may increase by the growth of loan delinquencies and charge-offs resulting fromCOVID-19 pandemic related financial stress.

Noninterest Income:

NoninterestFor the quarter ended March 31, noninterest income for the third quarter decreased $188, or 18.4%,totaled $2,930 in 2020, an increase of $1,119 from $1,811 in 2019. The increase was primarily attributable to $835 in 2017 from $1,023 in 2016. The primary cause of the decrease wasrecognizing a $109 reduction in$815 net gains fromgain on the sale of investment securitiesavailable-for-sale in order to $43provide liquidity to fund loan demand and limit exposure to falling rates through the disposition of adjustable rate securities. Service charges, fees and commissions increased $328 as a result of recognizing a $130 loan swap fee and reaping the benefits of implementing strategic initiates in the thirdfourth quarter of 2017 from $152 in the third quarter of 2016.

For the nine months ended September 30, noninterest income amounted2019 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 inenhance service fee income. Trust and wealth management income declined for the first quarter of 2020 by $47 and $33 in mortgage banking income.$27, respectively, when compared against the first quarter of 2019 due primarily to the impact ofCOVID-19.

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,decreased $2,752, or 19.2%23.0%, to $5,167$9,212 for the three months ended September 30, 2017,March 31, 2020, from $4,333$11,964 for the same period last year. The majority ofdecrease was primarily due to $2,218 in nonrecurring expense from an executive separation agreement recognized in the increase was associated with an increase in salaries and employee benefits expense of $594 to $2,928 for the thirdfirst quarter of 2017 from $2,334 for the third quarter of 2016.2019. Net occupancy expense and other expenses increased $77 and $163 in$91, or 8.4%, to $1,180 for the thirdfirst quarter of 2017 as compared with2020 from $1,089 for the same period in 2016.

Noninterest expense increased $2,678,last year. Higher costs related to building and equipment maintenance and repairs caused the increase. Other expenses decreased $227, or 21.1%7.5%, to $15,371 for$2,817 in the nine months ended September 30, 2017, from $12,693first quarter of 2020 compared to $3,044 for the same period last year. The majority of the increase in salaries and employee benefit expense wasdecrease is a result of implementing cost savings initiatives in the lending team lift out initiative and related costs, as well as staffing two full service offices in Berks and Lycoming Counties, respectively. Additions to leased facilities for this newly opened community banking office along with offices to support the lending teams were primarily responsible for the $278, or 17.2% increase in occupancy and equipment costs. The majoritylatter part of the increase in other expenses comparing the nine months ended September 30, 2017 and 2016 was a result of incurring merger related expenses related to the business combination with CBT Financial Corp.2019.

Income Taxes:

We recorded an income tax expense of $69$56 for the three months ended September 30, 2017, and income tax expense of $454 for the same period last year. For the nine months ended September 30, income tax expense of $44 was recorded,March 31, 2020 as compared to an income tax expensebenefit of $838$298 for the comparable period of 2016.three months ended March 31, 2019.

Riverview Financial Corporation

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable to a smaller reporting company.

Item 4.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

At September 30, 2017,March 31, 2020, 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 September 30, 2017,March 31, 2020, 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.

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.

Item 1A. Risk Factors

Not required for smaller reporting companies.

Item 2.

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

None.

Item 3.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5.

Item 5. Other Information

Not applicable.

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:November 14, 2017 May 8, 2020
By: 

/s/ Scott A. Seasock

 Scott A. Seasock
 Chief Financial Officer
 (Principal Financial Officer)
Date: November 14, 2017May 8, 2020

 

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