secQ996 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, 1996 Commission file number 0-17077 PENNS WOODS BANCORP, INC. Incorporated in Pennsylvania 23-2226454 Main Office 115 South Main Street Jersey Shore, Pennsylvania, 1774 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 September 30, 1996 there were 1,272,248 shares of the Registrant's common stock outstanding. PART I FINANCIAL STATMENTS PENNS WOODS BANCORP, INC. CONSOLIDATED BALANCE SHEET AT DATES INDICATED September 30, December 31, 1996 1995 -------------------------------- ASSETS: Cash and due from banks $9,163,915 $14,283,649 Investment securities available-for-sale 78,493,306 65,322,241 Investment Securities held-to-maturity 2,609,744 2,817,174 Federal funds sold 0 570,000 Loans, net of unearned discount 159,859,249 153,640,485 Allowance for loan losses (2,400,620) (2,353,324) Loans, net 157,458,629 151,287,161 Bank premises and equipment 3,637,610 3,808,885 Foreclosed assets held for sale 410,458 943,108 Accrued interest receivable 1,667,476 1,717,616 Other assets 2,282,092 1,878,740 -------------------------------- TOTAL ASSETS $255,723,230 $242,628,574 ================================ LIABILITIES: Demand Deposits $27,417,395 $27,178,753 Interest-bearing demand deposits 36,265,649 37,155,122 Savings deposits 44,517,200 45,019,071 Time deposits 92,887,962 92,904,655 -------------------------------- Total deposits $201,088,206 $202,257,601 Federal funds purchased $12,360,000 $0 Securities sold under repurchase agreements 6,966,959 6,344,111 Accrued interest payable 785,608 918,841 Other Liabilities 3,109,840 3,423,217 Total liabilities -------------------------------- $224,310,613 $212,943,770 -------------------------------- SHAREHOLDERS' EQUITY: Common stock, par value $10 per share, 10,000,000 shares authorized; 1,272,248 shares issued and outstanding at September 30, 1996 and 10,000,000 shares authorized; 1,271,339 issued and outstanding at December 31, 1995 $12,722,480 $12,713,390 Additional paid-in capital 4,474,192 4,453,353 Retained earnings 12,787,812 10,059,806 Net unrealized gain (loss) on securities available for sale 1,428,133 2,458,255 -------------------------------- Total shareholders' equity $31,412,617 $29,684,804 -------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $255,723,230 $242,628,574 ================================ PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF INCOME FOR THE PERIODS INDICATED NINE MONTHS NINE MONTHS QUARTER QUARTER ENDED ENDED ENDED ENDED September 30, 19September 30, 19Septmeber 30, 19September 30, 1995 ------------------------------------------------------------------ INTEREST INCOME: Interest and fees on loans $11,041,682 $10,975,005 $3,767,919 $3,767,229 Interest and dividends on investments: ------------------------------------------------------------------ Taxable interest 2,367,102 1,706,949 757,004 567,797 Nontaxable interest 902,886 826,627 391,332 264,438 Dividends 381,637 299,487 132,871 100,030 ------------------------------------------------------------------ Total interest and dividends on investments 3,651,625 2,833,063 1,281,207 932,265 Interest on Federal funds sold 25,331 131,150 0 64,788 ------------------------------------------------------------------ Total interest income 14,718,638 13,939,218 5,049,126 4,764,282 ------------------------------------------------------------------ INTEREST EXPENSE: Interest on deposits 5,612,904 5,391,200 1,854,040 1,906,190 Interest on Federal funds purchased 162,708 65,323 125,037 58 Interest on securities sold under repurchase agreements 229,441 145,759 78,367 60,911 Interest on other borrowings 0 195,668 0 0 ------------------------------------------------------------------ Total interest expense 6,005,053 5,797,950 2,057,444 1,967,159 ------------------------------------------------------------------ Net interest income 8,713,585 8,141,268 2,991,682 2,797,123 Provision for loan losses 84,000 300,015 21,000 100,005 ------------------------------------------------------------------ Net interest income after provision for loan losses 8,629,585 7,841,253 2,970,682 2,697,118 ------------------------------------------------------------------ OTHER OPERATING INCOME: Service charges 625,809 558,856 217,753 201,736 Securities gains 688,300 887,063 397,776 321,411 Other income 215,665 185,242 57,538 53,751 ------------------------------------------------------------------ Total other operating income 1,529,774 1,631,161 673,067 576,898 ------------------------------------------------------------------ OTHER OPERATING EXPENSES: Salaries and employee benefits 2,697,959 3,121,486 920,633 863,121 Occupancy expense, net 356,848 360,166 109,803 114,729 Furniture and equipment expense 386,695 485,333 154,424 118,301 Other expenses 1,816,532 1,942,506 565,597 591,498 ------------------------------------------------------------------ Total other operating expenses 5,258,034 5,909,491 1,750,457 1,687,649 ------------------------------------------------------------------ INCOME BEFORE TAXES 4,901,325 3,562,923 1,893,292 1,586,367 INCOME TAX PROVISION 1,295,627 888,177 535,855 545,113 ------------------------------------------------------------------ NET INCOME $3,605,698 $2,674,746 $1,357,437 $1,041,254 ================================================================== EARNINGS PER SHARE 2.84 2.11 1.07 0.82 ================================================================== TOTAL SHARES OUTSTANDING 1,272,248 1,266,997 1,272,248 1,266,997 ================================================================== (ADJUSTED FOR 50% STOCK DIVIDEND) PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 UNREALIZED APPRECIATION ADDITONAL (DEPRECIATION) ON TOTAL COMMON PAID-IN RETAINED SECURITIES SHAREHOLDERS' STOCK CAPITAL EARNINGS AVAILABLE-FOR-SALE EQUITY --------------------------------------------------------------------------- Balance, December 31, 1995 $12,713,390 $4,453,353 $10,059,806 $2,458,255 $29,684,804 net income for the nine months ended September 30, 1996 3,605,698 3,605,698 Dividends declared and paid (877,692) (877,692) Net change in unrealized gain on martetable equity securities (1,030,122) (1,030,122) Stock options exercised 9,090 20,839 29,929 --------------------------------------------------------- Balance, September 30, 1996 $12,722,480 $4,474,192 $12,787,812 $1,428,133 $31,412,617 ============================================================= PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE QUARTERS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995 SEPTEMBER 30, SEPTEMBER 30, 1996 1995 -------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $3,605,698 $2,674,746 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 256,194 258,412 Provision for loan losses 84,000 300,015 Amortization of investment security premiums 14,603 29,761 Accretion of investment security discounts (42,840) (82,407) Securities gains (688,300) (887,063) Salary expense recognized in relation to exercise of stock options 0 74,265 Increase in all other assets 177,457 (851,178) Increase (decrease) in all other liabilities (446,610) 1,391,966 -------------------------------- Net cash provided by operating activities 2,960,202 2,908,517 -------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of securities available-for-sale (36,002,645) (32,560,319) Proceeds from sale of securities available-for-sale 21,980,284 34,408,708 Purchase of securities held-to-maturity (647,599) (50,000) Proceeds from calls and maturities of securities held-to-maturity 862,071 4,934,931 Net increase in loans (6,255,468) (3,429,145) Decrease in foreclosed assets 532,650 (633,773) Acquisition of bank premises and equipment (84,919) (367,062) -------------------------------- Net cash provided by (used in) investing activities (19,615,626) 2,303,340 -------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in interest-bearing deposits (1,408,037) 5,113,517 Net increase in noninterest-bearing deposits 238,642 900,388 Net increase (decrease) in sec. sold under repurch. agree. 622,848 524,470 Increase (decrease) in other borrowed funds 12,360,000 (7,170,000) Repayment of long-term borrowings 0 (7,000,000) Dividends paid (877,692) (756,142) Stock options exercised 29,929 0 -------------------------------- Net cash (used in) provided by financing activities 10,965,690 (8,387,767) -------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,689,734) (3,175,910) CASH AND CASH EQUIVALENTS, BEGINNING 14,853,649 12,025,441 -------------------------------- CASH AND CASH EQUIVALENTS, ENDING $9,163,915 $8,849,531 ================================ 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. 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, 1995. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EARNINGS SUMMARY Interest Income For the nine months ended September 30, 1996, total interest income increased by $779,420 or 5.59% compared to the same period in 1995. This increase is due to a slight increase of $66,677 in interest and fees on loans, an increase in total interest and dividends on investments of $818,562 and a $105,819 decrease in income on federal funds sold. The slight increase in interest and fees on loans of $66,677 was primarily due to an increase in loan volume during this period of $6,218,764. The decrease in interest on federal funds sold of $105,819 was due to a decrease in the amount of funds sold. Interest and dividends on investments increased primarily due to an increase in taxable interest of $660,153 and a slight increase in nontaxable interest on investments of $76,259. In addition, there was an increase in dividend income of $82,150 due to an increase of holdings in the equity portfolio. Interest Expense For the nine months ended September 30, 1996, total interest expense increased $207,103 or 3.57% over the same period in 1995. This increase can be attributed to the interest paid on interest-bearing deposits due to the volume of deposits held during the first nine months of 1996 compared to the volume held during the first nine months of 1995. Provision for Loan Losses The provision for losses for the nine months ended September 30, 1996 decreased $216,015 from the corresponding period in 1995. This decrease reflects a decline in anticipated losses on small business loans for the first nine months of 1996 and the fiscal year. As of the third quarter of 1996, charge offs exceeded recoveries by $36,000 compared to the third quarter of 1995 when charge offs exceeded recoveries by $64,000. Provisions to date total $84,000 as compared to provisions through September 30, 1995 of $300,015. 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 any 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 further 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 .61 times at September 30, 1996 an improvement in coverage from the .76 times at December 31, 1995. The decrease in non-performing loans occurred throughout the entire portfolio. 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, 1996 decreased $101,387 or 6.22% from the same time period in 1995. This decrease is due to the net effect of an increase in service charges collected of $66,953, a decrease in securities gains realized of $198,763 and an increase in other income of $30,423. The increase in service charges was a result of an increase in service charges collected on deposit accounts. Gains taken on the sale of two foreclosed assets during the second quarter of 1996 was the contributing factor to the increase in other income. The primary decrease in other operating income was due to the decline in securities gains recognized of $198,763. Realized gains were on partial sales of equity securities that have been in the portfolio long-term that had reached what management had determined to be their maximum potential. Other Operating Expense For the nine months ended September 30, 1996 total other operating expenses decreased $651,457 or 11.02% over the same period in 1995. Employee salaries and benefits decreased $423,527. When comparing the amount of salaries and employee benefits expense incurred during the first nine months of 1996 to the same period in 1995, it should be noted that in the first quarter of 1995, salaries and employee benefits was charged to satsify the terms of two Lock Haven Savings Bank executives' employment agreements in connection with the merger. This expense did not reoccur in 1996, therefore, this reduction, netted with increases in salary levels, accounts for the overall $423,527 decrease in salaries and employee benefits. Occupancy expense decreased $3,318 and furniture and equipment expense decreased $98,638. The minimal decrease in occupancy expense is the net result of an increase in the amount of maintenance and repairs expense incurred and a decrease in rental expense due to the expiration of the lease for one of the branch offices that was closed after the merger with Lock Haven Savings Bank in April, 1995. The $98,638 decrease in furniture and equipment expense can be attributed to the closing of two branch offices after the merger. For the nine months ended September 30, 1996 total other operating expenses decreased $651,457 or 11.02% over the same period in 1995. Expenses included under the other expenses heading are such items as: advertising, postage, maintenance, FDIC, SAIF and other insurance, Pennsylvania State shares tax, legal and professional fees, telephone, printing and supplies and other general and administrative expenses. Decreases in other expenses totalled $125,974. During the first quarter of 1995, expenses were incurred that related to the acquisition of Lock Haven Savings Bank. These expenses were non- recurring, and therefore, did not reoccur during the first quarter of 1996. This reduction coupled with an increase in FDIC expense, due to a Special Assessment on SAIF- assessable deposits called for under the recently enacted "Deposit Insurance Funds Act of 1996", are the primary factors contributing to the $125,974 decrease in other expenses. Provision for Income Taxes Provision for income taxes for the nine months ended September 30, 1996 resulted in an effective income tax rate of 26.43% compared to 24.93% for the corresponding period in 1995. The increase noted is primarily a result of an increase in taxable interest on investments, a reduction in the provision for loan losses and lower operating expenses. ASSET/LIABILITY MANAGEMENT Assets At September 30, 1996, cash, federal funds sold, and investment securities totalled $90,266,965, or a net increase of $7,273,901 over the corresponding balance at December 31, 1995. Investment securities increased, $12,963,635, while cash and federal funds sold decreased $5,119,734 and $570,000, respectfully. During this period, net loans increased by $6,171,468 to $157,458,629. The purchase of agency and municipal securities accounts for the increase in investment securities from December 31, 1995 to September 30, 1996. 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. Furthermore, results of examination and appraisal of the coverage of the loan-loss allowance by the committee, Federal regulators and independent accountants are frequently reviewed by management. 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 totalled $2,400,620 at September 30, 1996, an increase of $47,296 over the balance at December 31, 1995. For the nine months ended September 30, 1996, the provision for loan losses totalled $84,000. As a percent of loans, the allowance for loan losses at September 30, 1996 totalled 1.50% versus 1.53% at December 31, 1995. Loans accounted for on a non-accrual basis totalled $938,000 and $1,009,000 at September 30, 1996 and December 31, 1995 respectively. Accruing loans, contractually delinquent 90 days or more were $517,000 at September 30, 1996 and $791,000 at December 31, 1995. 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 .61 times at Sepember 30, 1996 and .76 times at December 31, 1995. 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, 1996, the balance of other real estate was $410,458 compared to $943,108 at December 31, 1995. Two properties were transferred into the account during the first quarter of 1996, and one property was transferred into the account during the third quarter. In addition, three properties that were on the books at December 31, 1995, were sold during the first six months of 1996. Deposits At September 30, 1996 total deposits amounted to $201,088,206 representing a decrease of $1,169,395 or a .58% decrease from total deposits at December 31, 1995. Other Liabilities At September 30, 1996, other liabilities totalled $3,109,840 or a $313,377 decrease over the balance at December 31, 1995. This decrease is primarily due to a decrease 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%. At September 30, 1996, regulatory capital to total assets was 12.28% compared to 12.23% at December 31, 1995. Primary capital to total assets at September 30, 1996 was 13.22% compared to 13.20% at December 31, 1995. 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 the new risk-based capital guidelines. The Company's Tier 1 Capital to total risk weighted assets ratio is 18.93% and the total capital ratio to total risk weighted assets ratio is 20.18%. 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, 85% maximum 3. Net Loans to Core Deposits, 90% 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. Volatility Liability Dependence Ratio, 10% 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 $15,509,900 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 $76,216,000 for terms of 1 to 120 days under the Federal Home Loan Bank's "Repo Plus" credit program. 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, 1996: AFTER ONE AFTER THREE AFTER WITHIN BUT WITHIN BUT WITHIN FIVE ONE YEAR THREE YEARS FIVE YEARS YEARS Earning assets: (1) (2) Investment securities ( $ $ $ $ 42,512 Loans (2) 72,670 37,948 35,393 16,076 -------------------------------------------------------------- Total earnings assets 81,420 53,733 45,116 58,588 Interest bearing liabilities: Deposits (3) 87,904 48,964 19,724 17,003 Borrowings 18,020 370 270 2,627 -------------------------------------------------------------- Total interest bearing lia 105,924 49,334 19,994 19,630 Net non-interest bearing funding (4) 7,705 11,733 8,429 16,108 -------------------------------------------------------------- Total net funding sources 113,629 61,067 28,423 35,738 Excess assets (liabilities (32,209) (7,334) 16,693 22,850 Cumulative excess assets (liabilities) (32,209) (39,543) (22,850) - <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 JSSB'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. </FN> 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 6. Exhibits and reports on Form 8-K. a. Exhibits: Number Description - -------------------------- (11) Statement Regarding Computation of Per Share Earnings (27) Financial Data Schedule b. Reports: No reports on Form 8-K were filed in the third quarter of 1996. 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, 1996 -------------------------------- Theodore H. Reich, President Date: November 13, 1996 -------------------------------- Sonya E. Hartranft, Secretary Description - -------------------------- (11) Statement Regarding Computation of Per Share Earnings (27) Financial Data Schedule EXHIBIT 11 STATEMENT OF COMPUTATION OF EARNING PER SHARE FOR THE PERIOD ENDED 9/30/96 LESS FRACTION SHARES FRACTIONAL OF WEIGHTED DATE OUTSTANDING RESTATEMENT SHARES YEAR SHARES - ---------------------------------------------------------------------------------------- 1/01/96-1/03 1,271,339 - - 3/274 13,920 1/04/96-6/02 1,271,528 - - 151/274 700,732 6/03/96-6/10 1,271,903 - - 8/274 37,136 6/11/96-9/30 1,272,248 - - 112/274 520,043 WEIGHTED SHARES OUTSTANDING 9/30/96 1,271,831 ================ NET INCOME 9/30/96 $3,605,698 WEIGHTED SHARES OUTSTANDING 9/30/96 1,271,831 EARNINGS PER SHARE 9/30/96 $2.84 ================ STATEMENT OF COMPUTATION OF EARNING PER SHARE FOR THE PERIOD ENDED 9/30/95 LESS FRACTION SHARES FRACTIONAL OF WEIGHTED DATE OUTSTANDING RESTATEMENT SHARES YEAR SHARES - ---------------------------------------------------------------------------------------- 1/01/95-8/31 844,612 1.5 40 243/273 1,127,660 9/01/95-9/30 1,267,964 30/273 139,337 WEIGHTED SHARES OUTSTANDING 9/30/95 1,266,997 ================ NET INCOME 9/30/95 $2,674,746 WEIGHTED SHARES OUTSTANDING 9/30/95 1,266,997 EARNINGS PER SHARE 9/30/95 $2.11 ================