Riverview Financial (RIVE) 10-Q 2020 Q1 Quarterly report

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 March 31, 2020

or

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

for the transition period from                

001-38627

(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 or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T during the preceding 12 months or for such shorter period that the registrant was required to submit such files.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 ☒

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 Stock	RIVE	Nasdaq Global Market

Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date: 9,240,492 at April 29, 2020.

RIVERVIEW FINANCIAL CORPORATION

FORM10-Q

For the Quarter Ended March 31, 2020

Contents		Page No.
PART I.	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets at March 31, 2020 and December  31, 2019		3
	Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2020 and 2019		4
	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2020 and 2019		5
	Consolidated Statements of Cash Flows for the Three Months Ended March  31, 2020 and 2019		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		40
Item 4.	Controls and Procedures		40
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings		40
Item 1A.	Risk Factors		40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		40
Item 3.	Defaults upon Senior Securities		40
Item 4.	Mine Safety Disclosures		40
Item 5.	Other Information		40
Item 6.	Exhibits		41
	Signatures		42

Riverview Financial Corporation

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands, except per share data)

	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.

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Riverview Financial Corporation

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

(Dollars in thousands, except per share data)

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.

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Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands, except per share data)

	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.

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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.

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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”).

Riverview Bank, with twenty seven (27) full service offices and four (4) limited purpose offices, is 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, Perry, Schuylkill and Somerset 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 toForm 10-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 with the current year’s presentation. These reclassifications did not have any effect on the operating results or financial position of the Company. The condensed consolidated balance sheet at December 31, 2019 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 2019 Annual Report onForm 10-K, filed on March 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. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided. Actual results could differ from those estimates.

The 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 response to these mandates, Riverview has temporarily limited most locations todrive-up and ATM services, with lobby access available by appointment only, reduced hours

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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 use of quarantines and social distancing methods to curtail the spread ofCOVID-19—whether mandated 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 ofCOVID-19 could also negatively impact the business and operations of third-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 theCOVID-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, (i) our ability to attract customer deposits, (ii) the ability of our borrowers to satisfy their obligations to us, (iii) the demand for our 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 financial markets and has resulted in a number of responses 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 adversely affect Riverview’s earnings correlate with deteriorating economic conditions, which, in turn, may impact borrowers’ creditworthiness. If our borrowers are unable to meet their payment obligations to us, we will be required to increase our allowance for the losses through provisions for credit losses. In addition, loan programs adopted by the federal government, such as the Paycheck Protection Program (“PPP”), while intended to lessen the impact of the pandemic on businesses, may result in a decreased demand for Riverview’s loan products.

The impact of the pandemic on Riverview’s financial results is evolving and uncertain. The Company expects Riverview’s net interest income andnon-interest income to decline and credit-related losses to increase for an uncertain period given the decline in economic activity occurring due to the coronavirus 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 operations and financial condition as a result of theCOVID-19 pandemic for an indefinite 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 March 31, 2020, the Company does not believe there exists any impairment to our goodwill, intangible assets, long-lived assets, right of use assets, oravailable-for-sale investment securities due to theCOVID-19 pandemic. The Company assessed goodwill and concluded there was no impairment present based on the results of a qualitative test as of March 31, 2020. It is uncertain whether prolonged effects of theCOVID-19 pandemic will result in future impairment charges related to any of the aforementioned assets.

Accounting Standards Adopted in 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 accounting guidance 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 January 2017, the FASB issued ASUNo. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. The Company should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The impairment charge is limited to the amount of goodwill allocated to that reporting unit. The amendments in this update are effective for fiscal years beginning after December 15, 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

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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 material effect on the Company’s financial position, results of operations or disclosures.

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In December 2019, the FASB issued ASUNo. 2019-12, “Income Taxes”, an update to simplify the accounting for income taxes by removing certain exceptions in Topic 740 Income Taxes. In addition, ASUNo. 2019-12 improves consistent application of other areas of guidance within Topic 740 by clarifying and amending existing guidance. The new guidance is effective fiscal years beginning after December 15, 2020. The adoption of the new guidance is not expected to have a material effect on the Company’s financial 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 March 31, 2020 and December 31, 2019 is as follows:

	March 31, 2020			December 31, 2019
Net unrealized loss on investment securitiesavailable-for-sale	$	914		$	676
Income tax benefit		192			142
Net of income taxes		722			534
Benefit plan adjustments		(1,117	)		(1,117	)
Income tax benefit		(235	)		(235	)
Net of income taxes		(882	)		(882	)
Accumulated other comprehensive loss	$	(160	)	$	(348	)

10

Other comprehensive income (loss) and related tax effects for the three months ended March 31, 2020 and 2019 is as follows:

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 net 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) divided by the weighted-average number of common shares outstanding during the period. 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 months ended March 31, 2020 and 2019:

Three months ended March 31,	2020		2019
Numerator:
Net income (loss)	$	633	$	(687	)
Denominator:
Basic		9,223,445		9,143,316
Dilutive options		9,615
Diluted		9,233,060		9,143,316
Earnings per share:
Basic	$	0.07	$	(0.08	)
Diluted	$	0.07	$	(0.08	)

For the three months ended March 31, 2020, there were 37,200 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 months ended March 31, 2019 were included in the diluted earnings per share calculation because the Company recognized a net loss for the quarter.

4. Investment securities:

The amortized cost and fair value of investment securitiesavailable-for-sale aggregated by investment category at March 31, 2020 and December 31, 2019 are summarized as follows:

March 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and municipals:
Taxable	$	9,736	$	423	$	6	$	10,153
Tax-exempt		8,448		36		142		8,342
Mortgage-backed securities:
U.S. Government agencies		28,508		800				29,308
U.S. Government-sponsored enterprises		17,296		546				17,842
Corporate debt obligations		3,500				743		2,757
Total	$	67,488	$	1,805	$	891	$	68,402

11

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 March 31, 2020, is summarized as follows:

March 31, 2020	Fair Value
Within one year	$	477
After one but within five years		5,423
After five but within ten years		6,486
After ten years		8,866
		21,252
Mortgage-backed securities		47,150
Total	$	68,402

Securities with a fair value of $46,152 and $63,389 at March 31, 2020 and December 31, 2019, respectively, were pledged to secure public deposits 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 March 31, 2020 and December 31, 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 March 31, 2020 and December 31, 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
March 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and municipals:
Taxable	$	785	$	6	$		$		$	785	$	6
Tax-exempt
Mortgage-backed securities:
U.S. Government agencies		4,094		142						4,094		142
U.S. Government-sponsored enterprises
Corporate debt obligation						2,757		743		2,757		743
Total	$	4,879	$	148	$	2,757	$	743	$	7,636	$	891

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	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 10 investment securities, consisting of two taxable state and municipal obligations, seven mortgage-backed securities, and one corporate debt obligation that were in unrealized loss positions at March 31, 2020. Of these securities, one corporate debt obligation was in a continuous unrealized loss position for twelve months or more. Management does not consider the unrealized losses on the debt securities resulting 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 March 31, 2020. There was no OTTI recognized for the three months ended March 31, 2020 and 2019.

The Company had 22 investment securities, consisting of two taxable state and municipal obligations, 19 mortgage-backed securities and one corporate obligation that were in unrealized loss positions at December 31, 2019. Of these securities, four mortgage-backed securities and one corporate obligation were in a continuous unrealized loss position for twelve months or more.

5. Loans, net and allowance for loan losses:

The major classifications of loans outstanding, net of deferred loan origination fees and costs at March 31, 2020 and December 31, 2019 are summarized as follows. Net deferred loan costs were $885 and $1,129 at March 31, 2020 and December 31, 2019.

	March 31, 2020		December 31, 2019
Commercial	$	121,128	$	118,658
Real estate:
Construction		72,580		61,831
Commercial		476,573		455,901
Residential		209,749		207,354
Consumer		7,419		8,365
Total	$	887,449	$	852,109

The change in the allowance for loan losses account by major loan classifications for the three months ended March 31, 2020 and 2019 is summarized as follows:

				Real Estate
March 31, 2020	Commercial			Construction		Commercial			Residential			Consumer			Unallocated		Total
Allowance for loan losses:
Beginning Balance, January 1, 2020	$	1,953		$	473	$	3,115		$	1,820		$	155				$	7,516
Charge-offs		(899	)				(95	)					(130	)				(1,124	)
Recoveries		2					1						56					59
Provisions		615			222		896			(107	)		71		$	103		1,800
Ending balance	$	1,671		$	695	$	3,917		$	1,713		$	152		$	103	$	8,251

13

				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 March 31, 2020 and December 31, 2019 is summarized as follows:

			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

14

			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—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—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—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—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—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 occur in the future.

15

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 March 31, 2020 and December 31, 2019:

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

The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of March 31, 2020 and December 31, 2019. Purchase credit impaired (“PCI”) loans are excluded from the aging and nonaccrual loan schedules.

	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

16

	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 months ended March 31, 2020 and 2019, and as of and for the year ended, December 31, 2019 by major loan classification:

	Recorded Investment		Unpaid Principal Balance		Related Allowance		This Quarter
March 31, 2020							Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	1,098	$	1,208			$	873	$	68
Real estate:
Construction
Commercial		2,550		2,550				2,837		47
Residential		2,292		2,422				2,345		25
Consumer
Total		5,940		6,180				6,055		140
With an allowance recorded:
Commercial		121		121	$	29		653
Real estate:
Construction
Commercial		367		367		87		513		4
Residential								45
Consumer
Total		488		488		116		1,211		4
Commercial		1,219		1,329		29		1,526		68
Real estate:
Construction
Commercial		2,917		2,917		87		3,350		51
Residential		2,292		2,422				2,390		25
Consumer
Total	$	6,428	$	6,668	$	116	$	7,266	$	144

17

	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

	Recorded Investment		Unpaid Principal Balance		Related Allowance		This Quarter
March 31, 2019							Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	189	$	189			$	169	$	23
Real estate:
Construction		85		85				43
Commercial		4,257		4,257				4,271		100
Residential		2,217		2,217				2,342		91
Consumer
Total		6,748		6,748				6,825		214
With an allowance recorded:
Commercial		841		841	$	77		1,045
Real estate:
Construction
Commercial		371		371		91		453		4
Residential		180		318		55		181		1
Consumer
Total		1,392		1,530		223		1,679		5
Commercial		1,030		1,030		77		1,214		23
Real estate:
Construction		85		85				43
Commercial		4,628		4,628		91		4,724		104
Residential		2,397		2,535		55		2,523		92
Consumer
Total	$	8,140	$	8,278	$	223	$	8,504	$	219

For the three months ended March 31, interest income related to impaired loans, would have been $21 in 2020 and $60 in 2019 had the loans been current and the terms of the loans not been modified.

18

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

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

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

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

• Combination 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 restructures for the three months ended March 31, 2020. There was one loan modified as a troubled debt restructure for the three months ended March 31, 2019.

During the three months 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 a restructured residential loan.

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

Unused portions ofoff-balance sheet commitments at March 31, 2020, totaled $160,714, consisting of $85,796 in lines of credit, $32,263 in construction loans, $14,395 in commitments to extend credit, $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.

6. Other assets:

The components of other assets at March 31, 2020 and December 31, 2019 are summarized as follows:

	March 31, 2020		December 31, 2019
Other real estate owned	$	346	$	82
Bank owned life insurance		30,840		30,647
Restricted equity securities		1,857		990
Deferred tax assets		4,169		4,272
Leaseright-of-use assets		3,678		3,856
Other assets		6,262		6,082
Total	$	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.

19

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.

20

• 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 assets and liabilities measured at fair value on 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.

Assets and liabilities measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019 are summarized as follows:

	Fair Value Measurement Using
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	$	10,153		$	10,153
Tax-exempt		8,342			8,342
Mortgage-backed securities:
U.S. Government agencies		29,308			29,308
U.S. Government-sponsored enterprises		17,842			17,842
Corporate debt obligations		2,757			2,757
Total	$	68,402		$	68,402
	Fair Value Measurement Using
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	$	24,824		$	24,824
Tax-exempt		4,333			4,333
Mortgage-backed securities:
U.S. Government agencies		36,134			36,134
U.S. Government-sponsored enterprises		22,645			22,645
Corporate debt obligations		3,311			3,311
Total	$	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.

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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 March 31, 2020 and December 31, 2019 are summarized as follows:

	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 March 31, 2020 and December 31, 2019.

	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)%

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The carrying and fair values of the Company’s financial instruments at March 31, 2020 and December 31, 2019 and their placement within the fair value hierarchy are as follows:

	Carrying Amount		Fair Value Hierarchy
March 31, 2020			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	$	73,235	$	73,235	$	73,235
Investment securities		68,402		68,402			$	68,402
Loans held for sale		272		272				272
Net loans(1)		879,198		860,456						860,456
Accrued interest receivable		2,589		2,589				345		2,244
Financial liabilities:
Deposits	$	958,503	$	962,450			$	962,450
Long-term debt		26,992		26,575				26,575
Accrued interest payable		424		424				424
	Carrying Amount		Fair Value Hierarchy
December 31, 2019			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	$	50,348	$	50,348	$	50,348
Investment securitiesavailable-for-sale		91,247		91,247			$	91,247
Loans held for sale		81		81				81
Net loans(1)		844,593		836,074					$	836,074
Accrued interest receivable		2,414		2,414				461		1,953
Financial liabilities:
Deposits	$	940,480	$	940,546			$	940,546
Long-term debt		6,971		6,971				6,971
Accrued interest payable		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.

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Riverview Financial Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

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

The following discussion and analysis should be read in conjunction with the unaudited consolidated interim financial statements contained in Part I, Item 1 of this report, and with our audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our Annual Report onForm 10-K for the year ended December 31, 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 Statements of the Annual Report onForm 10-K for the year ended December 31, 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 onForm 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission on March 16, 2020.

Operating Environment:

Economic growth measured as gross domestic product (“GDP”), the value of all goods and services produced in the United States, decreased at an annualized rate of 4.8% in the first quarter of 2020. 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

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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 4.5% in March 2019. The resulting impacts of the pandemic on consumer and business customers, 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 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 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 largest monthly decline since January 2015. Over the last 12 months, the 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 of the Federal Reserve Board to aggressively cut the target Federal Funds rate to a range of 0% to 0.25%, including a50-basis point reduction on March 3, 2020 and an 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 theCOVID-19 pandemic for an indefinite period.

Review of Financial Position:

Total assets increased $37,089 to $1,117,043 at March 31, 2020, from $1,079,954 at December 31, 2019. Loans, net, increased to $887,449 at March 31, 2020, compared to $852,109 at December 31, 2019, an increase of $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 the three months ended March 31, 2020. Investment securities decreased $22,845, or 25.0%, in the three months ended March 31, 2020. Noninterest-bearing deposits increased $1,228, while interest-bearing deposits increased $16,795 during the three months ended March 31, 2020. Total stockholders’ equity increased $331, to $118,441 at March 31, 2020 from $118,110 atyear-end 2019. For the three months ended March 31, 2020, total assets averaged $1,085,345, a decrease of $44,305 from $1,129,650 for the same period in 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 $68,402 at March 31, 2020, a decrease of $22,845, or 25.0%, from $91,247 at December 31, 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.

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For the three months ended March 31, 2020, the investment portfolio averaged $82,028, a decrease of $26,228, compared to $108,256 for the same period last year. Thetax-equivalent yield on the investment portfolio decreased 25 basis points to 2.85% for the three months ended March 31, 2020, from 3.10% for the comparable period of 2019.

Securitiesavailable-for-sale are carried at fair value, with unrealized gains or losses net of deferred income taxes reported in the accumulated other comprehensive income (loss) component of stockholders’ equity. We reported a net unrealized holding gain, included as a separate component of stockholders’ equity of $722, net of deferred income taxes of $192 at March 31, 2020. This compares with a net unrealized holding gain of $534, net of deferred income taxes of $142, at December 31, 2019. The increase in the unrealized holding gain was the result of reductions in general market rates.

Loan Portfolio:

Loans, net, increased to $887,449 at March 31, 2020 from $852,109 at December 31, 2019, an increase of $35,340, or 4.1%. Business loans, including commercial and commercial real estate loans, increased $23,142, or 4.0%, to $597,701 at March 31, 2020 from $574,559 at December 31, 2019. Retail loans, including residential real estate and consumer loans, increased $1,449, or 0.7%, to $217,168 at March 31, 2020 from $215,719 at 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 three months ended March 31, 2020, loans, net averaged $874,420, a decrease of $12,393 compared to $886,813 for the same period in 2019. Thetax-equivalent yield on the loan portfolio was 4.64% for the three months ended March 31, 2020, a38-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 withCOVID-19 may have an adverse impact on the growth and asset quality of our loan portfolio, especially those industry segments being severely impacted by the pandemic. Specifically, we have identified the following industries, by the amount of aggregate 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 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 byCOVID-19, President 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

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of April 30, 2020 have submitted 1,238 additional applications approximating $257,700 to the SBA in the second round of 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-balance sheet commitments at March 31, 2020, totaled $160,714, consisting of $85,796 in lines of credit, $32,263 in construction loans, $14,395 in commitments to extend credit, $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 construction 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. Comparatively, subsequent to quarter end, unused portions of lines of credit totaled $88,653 at April 30, 2020, consisting of $55,260 of commercial lines of credit and $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 March 31, 2020 and 2019 are summarized as follows:

	2020			2019
United States		4.4	%		3.8	%
Pennsylvania		6.0	%		4.3	%
Berks County		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		5.3	%		3.7	%
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		5.0	%		3.7	%
Schuylkill County		7.1	%		5.5	%
Somerset County		8.2	%		5.8	%

Employment conditions deteriorated in 2020 for the Nation, Commonwealth of Pennsylvania and within 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 2020 for all the counties we serve was 4.3% which was in Cumberland County, and the highest recorded rate being 9.4% in Huntingdon County. An increase in unemployment rates may have a negative impact on economic growth within these areas and could have a corresponding effect on our business by decreasing loan demand and weakening asset quality.

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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 deteriorated slightly in the three months ended March 31, 2020. Nonperforming assets increased $651, or 12.8%, to $5,731 at March 31, 2020, from $5,080 at December 31, 2019. We experienced increases in other real estate owned and accruing loans past due 90 days or more partially offset by decreases in nonaccrual loans and accruing troubled debt restructured loans. As a percentage of loans, net and foreclosed assets, nonperforming assets equaled 0.65% at March 31, 2020 compared to 0.60% at December 31, 2019.

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Loans on nonaccrual status decreased $239 to $2,048 at March 31, 2020 from $2,287 at December 31, 2019. The decrease in nonaccrual loans was due to decreases of $372 in commercial loans and $50 in residential loans, offset partially by an increase of $183 in commercial real loans. Accruing troubled debt restructured loans declined $20, to $2,646 at March 31, 2020 from $2,666 at December 31, 2019. Accruing loans past due 90 days or more increased $646, and other real estate owned increased $264 during the three months ended March 31, 2020.

Nonperforming assets decreased $226 to $5,731 at March 31, 2020 from $5,957 at March 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 interest 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 the 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. Depending on the circumstances and request from the borrower, modifications were made to defer all payments for loans requiring principal and interest payments, or to defer principal payments only and continue to collect 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

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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 deferral 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 credit 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 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, 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 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 $735 to $8,251 at March 31, 2020, from $7,516 at the end of 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 due 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 losses. Our qualitatively determined allowance associated with deterioration in the macroeconomic outlook fromCOVID-19 resulted in a $477 additional provision expense for credit losses. For the three months ended March 31, net charge-offs were $1,065, or 0.49%, of average loans outstanding in 2020 compared to $445, or 0.20%, of average loans outstanding for the same period 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.

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Deposits:

We attract the majority of our deposits from within our14-county market area 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 three months ended March 31, 2020, total deposits increased $18,023 to $958,503 from $940,480 at December 31, 2019. Noninterest-bearing transaction accounts increased $1,228 while interest-bearing accounts increased $16,795. Specifically, interest-bearing transaction accounts, including money market, NOW and savings, increased $10,806 and time deposits, including certificates of deposit and individual retirement accounts increased $5,989 in the three months ended March 31, 2020.

For the three months ended March 31, interest-bearing deposits averaged $795,084 in 2020 compared to $835,687 in 2019. The cost of interest-bearing deposits was 0.90% in 2020 compared to 1.01% in 2019. Consistent with recent FOMC actions to lower short-term rates due to the onset ofCOVID-19, we also took actions to lower deposit rates to fend off net interest margin contraction due to changes in yields on floating and adjustable rate loans. We anticipate deposit costs to continue to decrease 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 increase in the coming 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 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 March 31, 2020 and December 31, 2019, we did not have any short-term borrowings outstanding.

Long-term debt totaled $26,992 at March 31, 2020 as compared to $6,971 at December 31, 2019. For the three months ended March 31, long-term debt averaged $11,817 in 2020 and $6,902 in 2019. At the end of March 2020, we borrowed $20,000 of term debt from the FHLB to take advantage of reductions in general market rates. These funds will bolster our liquidity position and provide necessary funding for loans in the 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 the borrowing decreases to 0.57% considering the addition of the dividend rate on the FHLB stock at the time the borrowing was granted. The average cost of long-term debt was 4.19% in the three months ended 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.

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As a result of the FOMC’s recent actions to lower short-term interest rates in order to mitigate the impact of theCOVID-19 pandemic on the economy, it has become increasing more challenging to manage IRR. 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 to effectively identify, measure, monitor and control risk. Should bank regulatory agencies identify a material weakness in a bank’s risk management process or high-risk exposure relative to capital, bank regulatory agencies may take action to remedy these shortcomings. Moreover, the level of IRR exposure and the quality of a bank’s risk management process is a determining factor when evaluating capital adequacy.

The Asset Liability Committee (“ALCO”), comprised of members of our 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. Conversely, 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 1.54 at 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 remain at these low levels, the focus of ALCO has been to lower our exposure to the effect of repricing assets.

The current position at March 31, 2020, indicates that the amount of RSA repricing within one year would exceed that of RSL, with declining rates causing a decrease in 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. 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 March 31, 2021, would increase 2.76% and decrease 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

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• 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, when compared to other types of 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 March 31, 2020. Our noncore funds at 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 March 31, 2020, our net noncore funding dependence ratio, the difference between noncore funds and short-term investments to long-term assets, was-1.68%, while our net short-term noncore funding ratio, noncore funds maturing withinone-year, less short-term investments to assets equaled 1.56%. Comparatively, our net noncore dependence ratio was-1.03% while our net short-term noncore funding ratio was 1.54% atyear-end. In addition, as compared to peer levels, our reliance on short-term noncore funds 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 $22,887 during the three months ended March 31, 2020. Cash and cash equivalents increased $14,285 for the same period last year. For the three months ended March 31, 2020, we realized net cash inflows of $383 from operating activities and $37,511 from financing activities offset partially by net cash outflows of $15,007 from investing activities. For the same period of 2019, we recognized net cash outflows of $1,217 from operating activities and $4,138 from financing activities, offset by net cash inflows of $19,640 from investing activities.

Operating activities provided net cash of $383 for the three months ended March 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 $15,007 for the three months ended March 31, 2020. For the comparable period in 2019, investing activities provided net cash of $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 inflow from investing activities.

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Financing activities provided net cash of $37,511 for the three months ended March 31, 2020 and used net cash of $4,138 for the same period last year. Deposit gathering is a predominant financing activity. During the three months ended March 31, deposits increased $18,023 in 2020 and decreased $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 long-term debt of $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 $118,441, or $12.82 per share, at March 31, 2020, and $118,110, or $12.81 per share, at December 31, 2019. The net increase in stockholders’ equity in the three months ended March 31, 2020 was a result of the recognition of net income of $633, the issuance of common stock through Riverview’s ESPP, 401k and dividend reinvestment plans of $180, stock-based compensation of $22 and the recognition of a change in other comprehensive income of $188, offset by the 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 capital ratios and the minimum ratios required for capital adequacy 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	³	10.5	%	$	86,667	³	10.0	%
Tier 1 capital (to risk-weighted assets)		96,599		11.1			73,667	³	8.5			69,334	³	8.0
Common equity tier 1 risk-based capital (to risk-weighted assets)		96,599		11.1			60,667	³	7.0			56,334	³	6.5
Tier 1 capital (to average total assets)		96,599		9.1			42,295	³	4.0			52,869	³	5.0

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	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	³	10.5	%	$	83,936	³	10.0	%
Tier 1 capital (to risk-weighted assets)		96,405		11.5			71,345	³	8.5			67,148	³	8.0
Common equity tier 1 risk-based capital (to risk-weighted assets)		96,405		11.5			58,755	³	7.0			54,558	³	6.5
Tier 1 capital (to average total assets)		96,405		9.1			42,489	³	4.0			53,112	³	5.0

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 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 well capitalized status.

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Review of Financial Performance:

We reported net income of $633, or $0.07 per basic and diluted weighted average common share, for the first quarter of 2020, compared to a net loss of $687, or $(0.08) per basic and diluted weighted average common share, for the first quarter of 2019. The major factor impacting earnings in the first quarter of 2020 was the recognition of a $1,800 provision for loan losses. The increase in the provision for loan losses was the combined result of loan growth, increases in historical loss factors primarily due 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. 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 results for the first three months of 2019 included the recognition of a nonrecurring executive separationpre-tax expense totaling $2,218, which primarily contributed to the first quarter net loss. If theCOVID-19 pandemic persists, it will continue to have a severe effect on economic activity and will cause greater negative consequences for our customers which, in turn, could adversely affect the Company’s financial condition, liquidity and results of 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-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 21% in 2020 and 2019, respectively.

For the three months ended March 31,tax-equivalent net interest income decreased $984 to $8,846 in 2020 from $9,830 in 2019. The decrease intax-equivalent net interest income 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 $10,385 more than the decline in average interest-bearing liabilities in comparing the first three months of 2020 with 2019. Thetax-equivalent net interest margin for the three 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 2020 related to purchase accounting marks from mergers was $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 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 caused the overall decline. Specifically, the overall yield on earning assets, on a fullytax-equivalent basis, decreased for the three months ended March 31, 2020 to 4.39% as compared to 4.73% for the three months ended 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 $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 three months ended March 31, 2020 compared to $108,256 for the same period in 2019 causing interest income to decrease $302.

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Total interest expense decreased $290 to $1,917 for the three months ended March 31, 2020 from $2,207 for the three months ended March 31, 2019. The decrease was caused by both volume and rate variances. The average volume of interest-bearing liabilities decreased to $807,890 for the three months ended March 31, 2020, from $842,589 for the three months ended March 31, 2019 and caused interest expense to decline $79. In addition, the 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 sensitive assets decline at a frequency and magnitude greater than our fund costs given the uncertainty in the market as a result of the pandemic.

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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.

	Three months ended
	March 31, 2020							March 31, 2019
	Average Balance		Interest		Yield/ Rate			Average Balance		Interest		Yield/ Rate
Assets:
Earning assets:
Loans
Taxable	$	838,825	$	9,782		4.69	%	$	851,515	$	10,688		5.09	%
Tax exempt		35,595		310		3.50	%		35,298		291		3.34	%
Investments
Taxable		77,400		535		2.78	%		97,041		740		3.09	%
Tax exempt		4,628		47		4.08	%		11,215		87		3.15	%
Interest bearing deposits		30,490		89		1.17	%		36,953		231		2.54	%
Federal funds sold
Total earning assets		986,938		10,763		4.39	%		1,032,022		12,037		4.73	%
Less: allowance for loan losses		7,273							6,377
Other assets		105,680							104,005
Total assets	$	1,085,345						$	1,129,650
Liabilities and Stockholders’ Equity:
Interest bearing liabilities:
Money market accounts	$	102,072		171		0.67	%	$	113,602		293		1.05	%
NOW accounts		270,559		319		0.47	%		281,052		505		0.73	%
Savings accounts		133,267		60		0.18	%		129,259		30		0.09	%
Time deposits		289,186		1,239		1.72	%		311,774		1,245		1.62	%
Short term borrowings		989		5		2.03	%
Long-term debt		11,817		123		4.19	%		6,902		134		7.87	%
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		13,668							17,006
Stockholders’ equity		119,157							113,320
Total liabilities and stockholders’ equity	$	1,085,345						$	1,129,650
Net interest income/spread			$	8,846		3.44	%			$	9,830		3.67	%
Net interest margin						3.60	%						3.86	%
Tax-equivalent adjustments:
Loans			$	65						$	61
Investments				10							18
Total adjustments			$	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 March 31, 2020.

The provision for loan losses totaled $1,800 for the three months ended March 31, 2020, compared to $583 in 2019. The increase in the provision for loan losses was the combined result of loan growth, increases in historical loss factors primarily due to the

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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:

For the quarter ended March 31, noninterest income totaled $2,930 in 2020, an increase of $1,119 from $1,811 in 2019. The increase was primarily attributable to recognizing 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. 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 fourth quarter of 2019 to enhance service fee income. Trust and wealth management income declined for the first quarter of 2020 by $47 and $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, FDIC 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 decreased $2,752, or 23.0%, to $9,212 for the three months ended March 31, 2020, from $11,964 for the same period last year. The decrease was primarily due to $2,218 in nonrecurring expense from an executive separation agreement recognized in the first quarter of 2019. Net occupancy expense increased $91, or 8.4%, to $1,180 for the first quarter of 2020 from $1,089 for the same period last year. Higher costs related to building and equipment maintenance and repairs caused the increase. Other expenses decreased $227, or 7.5%, to $2,817 in the first quarter of 2020 compared to $3,044 for the same period last year. The decrease is a result of implementing cost savings initiatives in the latter part of 2019.

Income Taxes:

We recorded an income tax expense of $56 for the three months ended March 31, 2020 as compared to an income tax benefit of $298 for the three months ended March 31, 2019.

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Riverview Financial Corporation

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to a smaller reporting company.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

At 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 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—OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

Not required for smaller reporting companies.

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

None.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits.

The following Exhibits are incorporated by reference hereto:

31.1	Section 302 Certification of the Chief Executive Officer (Pursuant to Rule13a-14(a)/15d-14(a)).
31.2	Section 302 Certification of the Chief Financial Officer (Pursuant to Rule13a-14(a)/15d-14(a)).
32.1	Chief Executive Officer’s§1350 Certification (Pursuant to Rule13a-14(b)/15d-14(b)).
32.2	Chief Financial Officer’s§1350 Certification (Pursuant to Rule13a-14(b)/15d-14(b)).
101	Interactive Data File (XBRL).

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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/ Brett D. Fulk
	Brett D. Fulk
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: May 8, 2020
By:	/s/ Scott A. Seasock
	Scott A. Seasock
	Chief Financial Officer
	(Principal Financial Officer)
Date: May 8, 2020

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