FORM 10-Q QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 10 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2000 Commission file number 0-17077 PENNS WOODS BANCORP, INC. Incorporated in Pennsylvania Main Office 115 South Main Street Jersey Shore, Pennsylvania, 17740 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ X ] NO[ ] On November 13, 2000 there were 3,101,800 shares of the Registrant's common stock outstanding. PART I FINANCIAL STATEMENTS PENNS WOODS BANCORP, INC. CONSOLIDATED BALANCE SHEET AT DATES INDICATED September 30, December 31, 2000 1999 -------------------------------- (IN THOUSANDS) ASSETS: Cash and due from banks $10,719 $12,474 Investment securities available for sale 114,612 113,305 Investment securities held to maturity 3,229 3,014 Loans, net of unearned discount 244,872 233,823 Allowance for loan and lease losses (2,881) (2,823) Loans, net 241,991 231,000 Bank premises and equipment, net 4,800 4,888 Accrued interest receivable 2,338 2,283 Other assets 8,209 6,778 -------------------------------- TOTAL ASSETS $385,898 $373,742 ================================ LIABILITIES: Demand deposits $44,746 $43,045 Interest-bearing demand deposits 43,993 44,671 Savings deposits 43,825 46,282 Time deposits 137,772 121,575 -------------------------------- Total deposits $270,336 $255,573 Short-term borrowings 29,888 41,641 Other borrowings 32,304 27,278 Accrued interest payable 1,317 1,123 Other liabilities 3,164 2,042 -------------------------------- Total liabilities $337,009 $327,657 -------------------------------- SHAREHOLDERS' EQUITY: Common stock, par value $10; 10,000,000 shares authorized and 3,130,344 and 3,128,332 shares issued $31,303 $31,283 Additional paid-in capital 18,204 18,165 Retained earnings 2,549 (166) Accumulated other comprehensive loss (2,625) (2,927) Less: Treasury stock at cost, 13,810 and 3,656 (542) (270) -------------------------------- Total shareholders' equity $48,889 $46,085 -------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $385,898 $373,742 ================================ CONSOLIDATED STATEMENT OF INCOME FOR THE PERIODS INDICATED NINE MONTHS NINE MONTHS QUARTER QUARTER ENDED ENDED ENDED ENDED September 30, 20September 30, 19September 30, 200September 30, 1999 ----------------------------------------------------------------- (IN THOUSANDS EXCEPT PER SHARE DATA) INTEREST INCOME: Interest and fees on loans $15,918 $14,784 $5,524 $5,067 Interest and dividends on investments: ----------------------------------------------------------------- Taxable interest 2,913 2,581 902 881 Nontaxable interest 1,514 1,214 598 428 Dividends 671 583 228 204 ----------------------------------------------------------------- Total interest and dividends on investments 5,098 4,378 1,728 1,513 ----------------------------------------------------------------- Total interest income 21,016 19,162 7,252 6,580 ----------------------------------------------------------------- INTEREST EXPENSE: Interest on deposits 6,679 5,912 2,393 1,938 Interest on short-term borrowings 1,371 636 449 285 Interest on other borrowings 1,268 1,122 507 387 ----------------------------------------------------------------- Total interest expense 9,318 7,670 3,349 2,610 ----------------------------------------------------------------- Net interest income 11,698 11,492 3,903 3,970 Provision for loan losses 208 208 78 78 ----------------------------------------------------------------- Net interest income after provision for loan losses 11,490 11,284 3,825 3,892 ----------------------------------------------------------------- OTHER OPERATING INCOME: Service charges 1,165 991 397 349 Securities gains 405 551 153 271 Other income 185 172 64 41 ----------------------------------------------------------------- Total other operating income 1,755 1,714 614 661 ----------------------------------------------------------------- OTHER OPERATING EXPENSES: Salaries and employee benefits 3,628 3,465 1,199 1,164 Occupancy expense, net 555 476 162 162 Furniture and equipment expense 602 533 193 236 Other expenses 2,307 2,247 765 671 ----------------------------------------------------------------- Total other operating expenses 7,092 6,721 2,319 2,233 ----------------------------------------------------------------- INCOME BEFORE TAXES 6,153 6,277 2,120 2,320 INCOME TAX PROVISION 1,282 1,425 399 540 ----------------------------------------------------------------- NET INCOME $4,871 $4,852 $1,721 $1,780 ================================================================= EARNINGS PER SHARE - BASIC $1.56 $1.55 $0.55 $0.57 ================================================================= EARNINGS PER SHARE - DILUTED $1.56 $1.55 $0.55 $0.57 ================================================================= BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 3,124,469 3,121,151 3,125,384 3,121,501 ================================================================= DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 3,125,040 3,131,082 3,117,446 3,128,568 ================================================================= **Weighted average shares used for computation of net income per share reflect the issuance of a 10% stock dividend on June 8, 1999. PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30,2000 (IN THOUSANDS EXCEPT SHARE DATA) ACCUMULATED COMMON ADDITIONAL OTHER TOTAL STOCK PAID-IN RETAINED COMPREHENSIVE TREASURY SHAREHOLDERS' SHARES AMOUNT CAPITAL EARNINGS LOSS STOCK EQUITY --------------------------------------------------------------------------------------------------------- Balance, December 31, 1999 3,128,332 $31,283 $18,165 ($166) ($2,927) ($270) $46,085 Net income for the nine months ended September 30, 2000 4,871 4,871 Dividends declared, $0.69 (2,156) (2,156) Stock options exercised 2,012 20 39 59 Treasury Stock acquired (8,850 shs) (272) (272) Net change in unrealized loss on investments available for sale 302 302 --------------------------------------------------------------------------------------------------------- Balance, September 30, 2000 3,130,344 $31,303 $18,204 $2,549 ($2,625) ($542) $48,889 ======================================================================================================== PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIODS INDICATED NINE MONTHS NINE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, 2000 1999 --------------------------------- (IN THOUSANDS) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $4,871 $4,852 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 529 512 Provision for loan losses 208 208 Accretion and amortization of investment security discounts and premiums (417) (69) Securities gains, net (405) (551) Loss (Gain) on sale of foreclosed assets 25 (6) Increase in all other assets (1,566) (1,886) Increase all other liabilities 1,319 1,822 --------------------------------- Net cash provided by operating activities 4,564 4,882 --------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of securities available for sale (41,807) (57,023) Proceeds from sales of securities available for sale 38,282 35,886 Proceeds from calls and maturities of securities available fo 3,555 1,818 Purchase of securities held to maturity (273) (25) Proceeds from calls and maturities of securities held to matu - 2,086 Net increase in loans (11,199) (13,079) Proceeds from the sale of foreclosed assets 98 80 Acquisition of bank premises and equipment (441) (979) Acquisition of foreclosed assets (194) (34) --------------------------------- Net cash used in investing activities (11,979) (31,270) --------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in interest-bearing deposits 13,062 681 Net increase in noninterest-bearing deposits 1,701 3,192 Net increase (decrease) in short-term borrowings (11,753) 21,019 Proceeds from long-term borrowings 5,026 5,000 Dividends paid (2,156) (1,835) Stock options exercised 52 12 Purchase of Treasury Stock (272) - --------------------------------- Net cash provided by financing activities 5,660 28,069 --------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,755) 1,681 CASH AND CASH EQUIVALENTS, BEGINNING 12,474 12,297 --------------------------------- CASH AND CASH EQUIVALENTS, ENDING $10,719 $13,978 ================================= [FN] PENNS WOODS BANCORP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. Basis of Presentation The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for the fair presentation of results for such periods. All of those adjustments are of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with financial statements and notes thereto contained in the Company's annual report for the year ended December 31, 1999. NOTE 2. Comprehensive Income The components of other comprehensive income and related tax effects are as follows: September 30, September 30, 2000 1999 --------------------------------- (IN THOUSANDS) Change in net unrealized gain (loss) on securities available for sale, net of tax benefit of $293 for 2000 and $2552 for 1999 569 (4,953) --------------------------------- Less: Reclassification adjustment for realized gains included in net income, net of taxes of $138 for 2000 a 267 364 Net unrealized gain (loss) net of tax $302 ($5,317) ================================= </FN> EARNINGS SUMMARY Comparison of the Nine Months Ended September 30, 2000 and 1999 Interest Income For the nine months ended September 30, 2000, total interest income increased by $1,854,000 or 9.68% compared to the same period in 1999. This increase is due to an increase of $1,134,000 in interest and fees on loans and an increase in total interest and dividends on investments of $720,000. The increase in interest and fees on loans of $1,134,000 was primarily due to the effect of the 100 basis point increase in the prime rate during the first nine months as well the $11,049,000 increase in gross loans from December 31, 1999 to September 30, 2000. Interest and dividends on investments increased due to the net effect of a $332,000 increase in taxable interest due to the increase in the average holdings of taxable municipal securities during the first nine months of 2000 compared to the same period in 1999; a $300,000 increase in nontaxable interest related to the higher average volume of municipal securities held during the first nine months of 2000 compared to the first nine months of 1999; and an increase in dividend income on equity securities of $88,000. Interest Expense For the nine months ended September 30, 2000 total interest expense increased $1,648,000 or 21.49% over the same period in 1999. The overall increase in interest expense is the result of an $767,000 increase in interest paid on deposits, mainly due to volume; a $735,000 increase in interest expense paid on short-term borrowings, due to an increase of average overnight FHLB borrowings and the rate paid on these borrowings and an increase in the average rate paid on repurchase agreements during the first nine months of 2000 compared to the first nine months of 1999; and an increase of $146,000 in interest paid on other borrowings, due to an increase in the average outstanding borrowings in 2000 compared to 1999. Provision for Loan Losses The provision for loan losses totaled $208,000 for the nine months ended September 30, 2000. The provision for the same period in 1999 also totaled $208,000. As of the third quarter of 2000, charge offs exceeded recoveries by $150,000 compared to the third quarter of 1999 when charge offs exceeded recoveries by $100,000. Senior Management utilizes several different methods to determine the adequacy of the loan loss allowance and to establish quarterly provisions. Among these methods is the analysis of the most recent five year average loss history, the coverage of non-performing loans provided by the allowance, an estimate of potential loss in homogeneous pools of loans and the internal credit rating assigned to watch and problem loans. In addition to the preceding, senior management also reviews macro portfolio risks such as the absence of concentrations, absence of foreign credit exposure and growth objectives in fine tuning the allowance and provisions. The ratio of non-accruing loans and those accruing but delinquent more than 90 days (collectively called "non-performing" loans) to the allowance for loan losses stood at .33 times at September 30, 2000 a decrease in coverage from the .19 times at December 31, 1999. The overall increase in non-performing loans totaled $416,000. Non- performing loans secured by real estate and non-performing commercial and agriculatural loans accounted for $263,000 and $166,000, respectively of the overall increase whereas non-performing installment loans declined $13,000. Based upon this analysis as well as the others noted above, senior management has concluded that the allowance for loan losses is adequate. Other Operating Income Other operating income for the nine months ended September 30, 2000 increased $41,000. This increase is due to the net effect of an increase in service charges collected of $174,000, a decrease in securities gains realized of $146,000 and a decrease in other income of $13,000. Volume as well as fee increases for overdraft and stop payment services, effective December 1, 1999, effected the amount of service charges on deposit accounts. In addition, there was an increase in charges collected during the first nine months of 2000 when compared to the first nine months of 1999 due to a service charge relating to ATM usage that was put into effect in late March, 1999. A "charge-back" fee that became effective in August of 2000 had also contributed to the increase in overall services charges. The increases in interest rates have provided an opportunity for management to better match investments with rate sensitive liabilities. During the third quarter, management sold "available for sale" GNMA securities and reinvested in more favorable tax-exempt municipal securities. To accomplish this investment strategy losses were realized on the sales of the GNMA's. Overall net interest income will be enhanced from the purchases of the municipal securities. In addition, gains will continue to be realized on sales of equity securities that have been in the portfolio long-term and have reached what management determines to be their maximum potential. Other Operating Expense For the nine months ended September 30, 2000 total other operating expenses increased $371,000 over the same period in 1999. Employee salaries and benefits increased $163,000 as a result of normal increases in salary levels. Occupancy expense increased $79,000 and furniture and equipment expense increased $69,000. The increase in occupancy expense can be attributed to increases in rental and depreciation expenses related to the opening of the full-service branch office in Zion, Pennsylvania, on May 8, 1999 in addition to an overall increase in maintenance and repairs expense. The $69,000 increase in furniture and equipment expense can be attributed mainly to the implementation of Internet and Telephone Banking. General maintenance and depreciation expenses also contributed to the increase. Expenses included under the other expenses heading are such items as: advertising, postage, maintenance, FDIC, other insurance, Pennsylvania State shares tax, legal and professional fees, telephone, printing and supplies and other general and administrative expenses. An overall increase in other expenses totaled $60,000. This increase can be mainly attributed to the hiring of an outside firm to perform the Bank's internal audits and also to expenses related to the implementation of Telephone Banking. Provision for Income Taxes Provision for income taxes for the nine months ended September 30, 2000 resulted in an effective income tax rate of 20.84% compared to 22.70% for the corresponding period in 1999. The decrease noted is due to an increase in non-taxable income for the period. Comparison of the Three Months Ended September 30, 2000 and 1999 During the third quarter of 2000 interest income earned was $7,252,000 an increase of $672,000 or 10.21% over the same quarter in 1999. During the third quarter of 2000 average gross loans were $244,554,000 at an average rate of 8.77%. Average gross loans during the third quarter of 1999 were $229,530,000 at an average rate of 8.51%. The higher average volume and rate explain the $457,000 increase in interest income on loans when comparing the quarter ending September 30, 2000 to the quarter ending September 30, 1999. The remaining $215,000 increase occurred in interest and dividends on investments. Taxable interest increased $21,000, non-taxable interest increased $170,000 and dividends increased $24,000 due to the same reasons noted for the nine-month comparison. Interest expense during the third quarter of 2000 increased by $739,000 or 28.31% over interest expense incurred during the third quarter of 1999. Interest bearing deposits grew $1,451,000 and the average rate increased from 3.99% to 4.27% from June 30, 2000 to September 30, 2000. During this same period in 1999, interest bearing deposits grew $445,000 and the average rate decreased from 3.67% to 3.63%. Special time deposit products offered during the recent rising interest rate environment attracted such deposits. In addition, time deposits that matured during the 2000 period were replaced with higher costing deposits, thereby increasing the average rate paid. Interest expense on short-term borrowings increased by $164,000 and interest expense on other borrowings increased by $120,000. A higher level of over- night funds were borrowed throughout the 2000 period at a higher average rate and an increase in higher- costing, average repurchase agreements were held, therefore, increasing interest expense. The reason for the increase in interest expense on other borrowings is noted in the nine-month comparison. Total other operating income decreased $47,000 or 7.11% to $614,000 during the three-month period in 2000 compared to $661,000 in 1999. Service charges and other income increased $48,000 and $23,000, respectively, while securities gains decreased by $118,000. The volume and fee increases discussed in the nine-month comparison account for the increase in service charges. Increases in other income occurred due to a gain on the sale of a piece of fully depreciated equipment, an increase in income from our Debit Card product and also from fees associated with MC/VISA merchants. The decline in securitiy gains is discussed in the nine-month comparison. Total other operating expenses increased $86,000 or 3.85%. Salaries and employee benefits increased $35,000 due to normal increases in salary levels and premium increases in health insurance benefits. Occupancy expense remained unchanged for the third quarter of 2000 when compared to the third quarter of 1999. Furniture and equipment expense increased $43,000 or 18.22%. The increase is mainly attributable to depreciation expense related to telephone and Internet banking which were implemented at the beginning of April, 2000. General maintenance and repairs on equipment also contributed to the increase in expense. Other operating expenses increased during the three-month period in 2000 when compared to the same period in 1999 by $94,000. This increase was derived mainly from an increase in outside professional fees specifically related to the hiring of of an outside auditing firm for performing internal audits and the hiring of an outside transfer agent to handle Penns Woods Bancorp, Inc. stock and dividend transactions. Income taxes decreased $141,000 or 26.11% due to the decline in overall taxable income. ASSET/LIABILITY MANAGEMENT Assets At September 30, 2000, cash and investment securities totaled $128,560,000 or a net decrease of $233,000 over the corresponding balance at December 31, 1999. Investment securities increased $1,522,000 while cash decreased $1,755,000. During this period, net loans increased by $10,991,000 to $241,991,000. The decrease in investment securities is primarily due to the change in the net unrealized loss from $4,435,000 at December 31, 1999 to $3,977,000 at September 30, 2000. Also contributing to the decrease were sales of available for sale U.S. Government agencies and maturities of U.S. Treasury securities. Management evaluates credit risk, anticipated economic conditions and other relevant factors impacting the quality of the loan portfolio in order to establish an adequate loan-loss allowance. An internal credit review committee monitors loans in accordance with Federal supervisory standards In addition, management frequently reviews and utilizes the results of examinations and reports provided by the committee, regulators, and independent loan review consultants, on the adequacy of the loan loss allowance. Accordingly, on a quarterly basis, management determines an appropriate provision for possible loan losses from earnings in order to maintain allowance coverage relative to potential losses. The allowance for loan losses totaled $2,881,000 at September 30, 2000, an increase of $58,000 over the balance at December 31, 1999. For the nine months ended September 30, 2000, the provision for loan losses totaled $208,000. As a percent of loans, the allowance for loan losses totaled 1.18% at September 30, 2000 and 1.21% at December 31, 1999. Loans accounted for on a non-accrual basis totaled $858,000 and $284,000 at September 30, 2000 and December 31, 1999 respectively. Accruing loans, contractually delinquent 90 days or more were $83,000 at September 30, 2000 and $241,000 at December 31, 1999. These loans are predominately secured by first lien mortgages on residential real estate where appraisal values mitigate any potential loss of interest and principal. The ratio of non-accruing loans and those accruing but delinquent more than 90 days to the allowance for loan losses stood at .33 times at September 30, 2000 and .19 times at December 31, 1999. Presently the portfolio has no loans that meet the definition of "trouble debt restructurings" under FAS 15. A watch list of potential problem loans is maintained and updated quarterly by an internal credit review committee. At this time there are no credits of substance that have the potential to become more than 90 days delinquent. The Bank has not had nor presently has any foreign outstandings. In addition, no known concentrations of credit presently exist. At September 30, 2000 the balance of other real estate was $138,000 compared to $67,000 at December 31, 1999. The two properties totaling $67,000 that were held in other real estate at December 31, 1999 were sold, five properties totaling $193,000 were placed into other real estate, two of which were subsequently sold during this nine month period. On October 2, 2000 Jersey Shore State Bank , a wholly- owned subsidiary of Penns Woods Bancorp, Inc. completed the acquisition of a securities brokerage and insurance business, CLU and The M Group, Inc. This acquisition was effective October 1, 2000 and will be operated as a wholly-owned bank subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group. The acquisition has been accounted for under the purchase method of accounting. Deposits At September 30, 2000 total deposits amounted to $270,336,000 representing an increase of $14,763,000, or 5.78%, from total deposits at December 31, 1999. Non-interest and interest- bearing demand deposits grew $1,701,000 and $678,000, respectively. Savings deposits changed slightly, decreasing $2,457,000. Time deposits increased $16,197,000 due to successful marketing strategies as well as efforts to strategically manage the Bank's asset and liability position during the rising interest rate environment. Other Liabilities At September 30, 2000, other liabilities totaled $3,164,000 or a $1,122,000 increase over the balance at December 31, 1999. This increase is primarily due to an increase in accrued taxes and accrued expenses. Capital The adequacy of the Company's capital is reviewed on an ongoing basis with reference to the size, composition and quality of the Company's resources and regulatory guidelines. Management seeks to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets and preserve high quality credit ratings. The capital requirements of the Pennsylvania Department of Banking are 6%. The capital requirements of the Federal Deposit Insurance Corporation are: 1. Regulatory capital to total assets 6%. 2. Primary capital to total assets 5 1/2%. Regulatory capital to total assets was 12.67% for September 30, 2000 and 12.33% for December 31, 1999. Primary capital to total assets at September 30, 2000 was 13.42% compared to 13.09% at December 31, 1999. The Federal Reserve Board, the FDIC and the OCC have issued certain risk-based capital guidelines, which supplement existing capital requirements. The guidelines require all United States banks and bank holding companies to maintain a minimum risk-based capital ratio of 8.00% (of which at least 4.00% must be in the form of common stockholders' equity). Assets are assigned to five risk categories, with higher levels of capital being required for the categories perceived as representing greater risk. The required capital will represent equity and (to the extent permitted) nonequity capital as a percentage of total risk-weighted assets. The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and to minimize disincentives for holding liquid assets. Capital is being maintained in compliance with risk-based capital guidelines. The Company's Tier 1 Capital to total risk weighted assets ratio is 20.33% and the total capital ratio to total risk weighted assets ratio is 21.48%. Liquidity and Interest Rate Sensitivity The asset/liability committee addresses the liquidity needs of the Bank to see that sufficient funds are available to meet credit demands and deposit withdrawals as well as to the placement of available funds in the investment portfolio. In assessing liquidity requirements, equal consideration is given to the current position as well as the future outlook. The following liquidity measures are monitored and kept within the limits cited. 1. Net Loans to Total Assets, 70% maximum 2. Net Loans to Total Deposits, 92.5% maximum 3. Net Loans to Core Deposits, 100% maximum 4. Investments to Total Assets, 40% maximum 5. Investments to Total Deposits, 50% maximum 6. Total Liquid Assets to Total Assets, 25% minimum 7. Total Liquid Assets to Total Liabilities, 25% minimum 8. Net Core Funding Dependence, 35% maximum The Bank has maintained a liquidity level at or above the guidelines of the FDIC and the Pennsylvania Department of Banking. The Bank has available to it Federal Funds lines of credit totalling $8,000,000 from correspondent banks. In addition, the Bank has an agreement with the Federal Home Loan Bank of Pittsburgh that enables the Bank to receive advances up to $89,183,000 through the Federal Home Loan Bank's "Open Repo Plus", revolving line of credit program, with commitment up to one year. All of the funding mentioned is available to the Bank, should the need for short-term funds arise. The following table sets forth the Bank's interest rate sensitivity as of September 30, 2000: AFTER ONE AFTER TWO AFTER WITHIN BUT WITHIN BUT WITHIN FIVE ONE YEAR TWO YEARS FIVE YEARS YEARS Earning assets: (1) (2) Investment securities (1) $8,006 $6,574 $13,611 $93,557 Loans (2) 83,168 33,828 102,097 25,778 ------------------------------------------------------------------ Total earning assets 91,174 40,402 115,708 119,335 Deposits (3) 113,629 51,266 55,852 49,478 Borrowings 25,063 0 27,278 8,245 ------------------------------------------------------------------ Total interest bearing liabili 138,692 51,266 83,130 57,723 Net non-interest bearing funding (4) 3,580 3,581 10,742 17,905 ------------------------------------------------------------------ Total net funding sources 142,272 54,847 93,872 75,628 Excess assets (liabilities) (51,098) (14,445) 21,836 43,707 Cumulative excess assets (liabilities) (51,098) (65,543) (43,707) - <FN> (1) Investment balances reflect estimated prepayments on mortgage-backed securities. (2) Loan balances include annual repayment assumptions based on projected cash flow from the loan portfolio. The cash flow projections are based on the terms of the credit facilities and estimated prepayments on fixed rate mortgage loans. Loans include loans held for resale. (3) Adjustments to the interest sensitivity of Savings, NOW and MMDA account balances reflect managerial assumptions based on historical experience, expected behavior in future rate environments and the Bank's positioning for these products. (4) Net non-interest bearing funds is the sum of non-interest bearing liabilities and shareholders' equity minus non-interest earning assets and reflect managerial assumptions as to the appropriate investment maturities for these sources. In this analysis the company examines the result of a 100 and 200 basis point change in market interest rates and the effect on net interest income. It is assumed that the change is instantaneous and that all rates move in a parallel manner. In addition, it is assumed that rates on core deposit products such as NOW's, savings accounts, and the MMDA accounts will be adjusted by 25% of the assumed rate change. Assumptions are also made concerning prepayment speeds on mortgage loans and mortgage securities. The results of this rate shock are a useful tool to assist the Company in assessing interest rate risk inherent in its balance sheet. Below are the results of this rate shock analysis as of September 30, 2000: Net Interest Income Change in Rates Change (After tax) -200 228 -100 192 +100 -23 +200 -117 The model utilized to create the report presented above makes various estimates at each level of interest rate change regarding cash flow from principal repayment on loans and mortgage-backed securities and or call activity on investment securities. Actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change. In addition, the limits stated above do not necessarily represent the level of change under which management would undertake specific measure to realign its portfolio in order to reduce the projected level of change. Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes. </FN> Inflation The asset and liability structure of a financial insitution is primarily monetary in nature, therefore, interest rates rather than inflation have a more significant impact on the Corporation's performance. Interest rates are not always affected in the same direction or magnitude as prices of other goods and services, but are reflective of fiscal policy initiatives or economic factors which are not measured by a price index. CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Report contains certain "forward-looking statements" including statements concerning plans, objectives, future events or performance and assumptions and other statements which are other than statements of historical fact. Penns Woods Bancorp, Inc. and its subsidiaries (the "Company") wishes to caution readers that the following important factors, among others, may have affected and could in the future affect the Company's actual results and could cause the Company's actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herin: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, which the Company must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company's organization, compensation and benefit plans; (iii) the effect on the Company's competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as nonbank providers of various financial services; (iv) the effect of changes in interest rates; and (v) the effect of changes in the business cycle and downturns in the local, regional or national economies. In reference to the attached financial statements, all adjustments are of a normal recurring nature pursuant to Rule 10-01 (b) (8) of Regulation S-X. Part II. OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities and Use of Proceeds. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information None Item 6. Exhibits and reports on Form 8-K. (a) Exhibits required by Item 601 of Regulation S-K: Number Description - ------------------------------ (99) Independent Accountants' Report (b) Reports on Form 8-K On August 10, 2000 Penns Woods Bancorp, Inc. filed on Form 8-K report under Item 5. of Form 8-K reporting a Stock Repurchase Program. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PENNS WOODS BANCORP, INC. (Registrant) Date: November 13, 2000 /s/ Ronald A. Walko ---------------- Ronald A. Walko, President and Chief Executive Officer Date: November 13, 2000 /s/ Sonya E. Scott ---------------- Sonya E. Scott, Secretary