UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016
OR
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                   to                  
 
Commission file number    0-28364

Norwood Financial Corp.
(Exact name of registrant as specified in its charter)

          Pennsylvania           
 
23-2828306
(State or other jurisdiction of
 
(I.R.S. employer identification no.)
incorporation or organization)
   
 
717 Main Street, Honesdale, Pennsylvania
 
18431
 
(Address of principal executive offices)
 
(Zip Code)
 

Registrant's telephone number, including area code
 
(570) 253-1455

N/A
Former name, former address and former fiscal year, if changed since last report.
 
Indicate by check (x) 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 [X]    No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes  [X]   No  [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [  ] Accelerated filer   [ X]
Non-accelerated filer   [  ] Smaller reporting company   [  ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    [ ]  Yes [X]  No
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
 
Class
 
Outstanding as of October 31, 2016
Common stock, par value $0.10 per share
 
4,125,576


 
1

NORWOOD FINANCIAL CORP.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2016
     
   
 
 Page
Number
PART I -
CONSOLIDATED FINANCIAL INFORMATION OF NORWOOD
FINANCIAL CORP.
 
     
Item 1.
Financial Statements (unaudited)
  3
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
36
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
50
Item 4.
Controls and Procedures
52
PART II -
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
52
Item 1A.
Risk Factors
52
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
52
Item 3.
Defaults Upon Senior Securities
52
Item 4.
Mine Safety Disclosures
52
Item 5.
Other Information
52
Item 6.
Exhibits
53
     
Signatures
 
55


2


 
PART I.  FINANCIAL INFORMATION
Item 1. Financial Statements
NORWOOD FINANCIAL CORP.
Consolidated Balance Sheets  (unaudited)
(dollars in thousands, except share and per share data)

           
           
   
September 30,
   
December 31,
   
2016
   
2015
ASSETS
         
Cash and due from banks
$
 19,404
 
$
 9,744
Interest bearing deposits with banks
 
 13,729
   
 266
Cash and cash equivalents
 
 33,133
   
 10,010
           
Securities available for sale, at fair value
 
 310,126
   
 138,851
Loans receivable
 
 706,199
   
 559,925
Less:  Allowance for loan losses
 
 6,164
   
 7,298
Net loans receivable
 
 700,035
   
 552,627
Regulatory stock, at cost
 
 2,351
   
 3,412
Bank premises and equipment, net
 
 13,617
   
 6,472
Bank owned life insurance
 
 35,889
   
 18,820
Accrued interest receivable
 
 3,541
   
 2,363
Foreclosed real estate owned
 
 5,386
   
 2,847
Goodwill
 
 11,679
   
 9,715
Other intangibles
 
 652
   
 285
Deferred tax asset
 
 5,560
   
 3,669
Other assets
 
 3,088
   
 1,434
TOTAL ASSETS
$
 1,125,057
 
$
 750,505
           
LIABILITIES
         
Deposits:
         
Non-interest bearing demand
$
 200,481
 
$
 107,814
Interest-bearing
 
 721,763
   
 443,095
Total deposits
 
 922,244
   
 550,909
Short-term borrowings
 
 33,156
   
 53,235
Other borrowings
 
 34,294
   
 41,126
Junior subordinated debentures
 
 8,248
   
 -
Accrued interest payable
 
 1,040
   
 957
Other liabilities
 
 10,375
   
 3,280
TOTAL LIABILITIES
 
 1,009,357
   
 649,507
           
STOCKHOLDERS' EQUITY
         
Common stock, $.10 par value per share,
         
 authorized 10,000,000 shares; issued 2016: 4,156,273 shares, 2015: 3,724,668 shares
 
 416
   
 373
Surplus
 
 47,576
   
 35,351
Retained earnings
 
 66,210
   
 65,412
Treasury stock at cost: 2016: 32,797 shares,
         
   2015: 23,311 shares
 
 (908)
   
 (626)
Accumulated other comprehensive income
 
 2,406
   
 488
TOTAL STOCKHOLDERS' EQUITY
 
 115,700
   
 100,998
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
 1,125,057
 
$
 750,505

See accompanying notes to the unaudited consolidated financial statements.

3


NORWOOD FINANCIAL CORP.
Consolidated Statements of Income  (unaudited)
(dollars in thousands, except per share data)


                       
                       
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
INTEREST INCOME
                     
Loans receivable, including fees
$
 7,267
 
$
 5,958
 
$
 19,752
 
$
 17,943
Securities
 
 1,239
   
 911
   
 3,008
   
 2,884
Other
 
 22
   
 3
   
 28
   
 15
Total interest income
 
 8,528
   
 6,872
   
 22,788
   
 20,842
                       
INTEREST EXPENSE
                     
Deposits
 
 677
   
 611
   
 1,838
   
 1,833
Short-term borrowings
 
 65
   
 19
   
 142
   
 47
Other borrowings
 
 216
   
 189
   
 669
   
 553
Total interest expense
 
 958
   
 819
   
 2,649
   
 2,433
NET INTEREST INCOME
 
 7,570
   
 6,053
   
 20,139
   
 18,409
PROVISION FOR LOAN LOSSES
 
 450
   
 720
   
 1,600
   
 1,760
NET INTEREST INCOME AFTER
                     
PROVISION FOR LOAN LOSSES
 
 7,120
   
 5,333
   
 18,539
   
 16,649
                       
OTHER INCOME
                     
Service charges and fees
 
 829
   
 592
   
 2,000
   
 1,776
Income from fiduciary activities
 
 126
   
 126
   
 342
   
 341
Net realized gains on sales of securities
 
 -
   
 63
   
 269
   
 508
Gains on sale of loans and servicing rights, net
 
 -
   
 16
   
 54
   
 56
Earnings and proceeds on bank owned life insurance
 
 283
   
 167
   
 616
   
 497
Other
 
 161
   
 107
   
 408
   
 305
Total other income
 
 1,399
   
 1,071
   
 3,689
   
 3,483
                       
OTHER EXPENSES
                     
Salaries and employee benefits
 
 3,070
   
 2,175
   
 7,620
   
 6,383
Occupancy, furniture & equipment, net
 
 755
   
 473
   
 1,736
   
 1,571
Data processing
 
 423
   
 247
   
 949
   
 682
Taxes, other than income
 
 205
   
 175
   
 535
   
 525
Professional fees
 
 185
   
 140
   
 516
   
 447
Federal Deposit Insurance Corporation insurance
 
 170
   
 119
   
 402
   
 278
Foreclosed real estate owned
 
 119
   
 47
   
 582
   
 436
Amortization of intangibles
 
 34
   
 24
   
 81
   
 80
Merger related
 
 1,659
   
 -
   
 1,664
   
 -
Other
 
 1,059
   
 670
   
 2,471
   
 2,023
Total other expenses
 
 7,679
   
 4,070
   
 16,556
   
 12,425
                       
INCOME BEFORE INCOME TAXES
 
 840
   
 2,334
   
 5,672
   
 7,707
INCOME TAX EXPENSE
 
 228
   
 557
   
 1,307
   
 1,926
NET INCOME
$
 612
 
$
 1,777
 
$
 4,365
 
$
 5,781
                       
BASIC EARNINGS PER SHARE
$
 0.15
 
$
 0.48
 
$
 1.16
 
$
 1.57
                       
DILUTED EARNINGS PER SHARE
$
 0.15
 
$
 0.48
 
$
 1.15
 
$
 1.57

See accompanying notes to the unaudited consolidated financial statements.


4



NORWOOD FINANCIAL CORP.
Consolidated Statements of Comprehensive Income (unaudited)
(dollars in thousands)


           
           
   
Three Months Ended
   
September 30,
   
2016
   
2015
Net income
$
 612
 
$
 1,777
Other comprehensive income (loss):
         
Investment securities available for sale:
         
 Unrealized holding gain (loss)
 
 (653)
   
 1,938
Tax effect
 
 221
   
 (654)
   Reclassification of gains recognized in net income
 
 -
   
 (63)
Tax effect
 
 -
   
 22
Other comprehensive income (loss)
 
 (432)
   
 1,243
Comprehensive Income
$
 180
 
$
 3,020


           
           
   
Nine Months Ended
   
September 30,
   
2016
   
2015
Net income
$
 4,365
 
$
 5,781
Other comprehensive income:
         
Investment securities available for sale:
         
 Unrealized holding gain
 
 3,176
   
 890
Tax effect
 
 (1,080)
   
 (296)
   Reclassification of gains recognized in net income
 
 (269)
   
 (508)
Tax effect
 
 91
   
 173
Other comprehensive income
 
 1,918
   
 259
Comprehensive Income
$
 6,283
 
$
 6,040



See accompanying notes to the unaudited consolidated financial statements.
5


NORWOOD FINANCIAL CORP.
Consolidated Statements of Changes in Stockholders' Equity (unaudited)
Nine Months Ended September 30, 2016
(dollars in thousands, except share and per share data)



                                                 
                                                 
                                       
Accumulated
     
                                       
Other
     
   
Common Stock
       
Retained
 
Treasury Stock
 
Comprehensive
     
   
Shares
 
Amount
 
Surplus
 
Earnings
 
Shares
 
Amount
 
 Income
 
Total
Balance, December 31, 2015
   
3,724,668
 
$
 373 
 
$
 35,351 
 
$
 65,412 
   
23,311
 
$
 (626)
 
$
 488 
 
$
 100,998 
Net Income
                     
 4,365 
                     
 4,365 
Other comprehensive income
                                       
 1,918 
   
 1,918 
Cash dividends declared ($.93 per share)
                     
 (3,567)
                     
 (3,567)
Compensation expense related to restricted stock
               
 67 
                           
 67 
Acquisition of  treasury  stock
                           
15,538
   
 (447)
         
 (447)
Stock options exercised
               
 (5)
         
 (6,052)
   
 165 
         
 160 
Tax benefit of stock options
               
 3 
                           
 3 
Compensation expense related to stock options
               
 53 
                           
 53 
Delaware Bancshares acquisition
   
 431,605 
   
 43 
   
 12,107 
                           
 12,150 
Balance, September 30, 2016
   
4,156,273
 
$
 416 
 
$
 47,576 
 
$
 66,210 
   
32,797
 
$
 (908)
 
$
 2,406 
 
$
 115,700 




See accompanying notes to the unaudited consolidated financial statements.
6


NORWOOD FINANCIAL CORP.
Consolidated Statements of Cash Flows (Unaudited)

           
(dollars in thousands)
         
 
Nine Months Ended September 30,
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES
         
Net Income
$
 4,365
 
$
 5,781
Adjustments to reconcile net income to net cash provided by operating  activities:
         
Provision for loan losses
 
 1,600
   
 1,760
Depreciation
 
 484
   
 414
Amortization of intangible assets
 
 81
   
 80
Deferred income taxes
 
 155
   
 184
Net amortization of securities premiums and discounts
 
 1,039
   
 711
Net realized gain on sales of securities
 
 (269)
   
 (508)
Earnings and proceeds on bank owned life insurance
 
 (616)
   
 (497)
Loss on sales of fixed assets and foreclosed real estate owned
 
 2
   
 271
Gain on sale of mortgage loans
 
 (54)
   
 (56)
Mortgage loans originated for sale
 
 (1,685)
   
 (2,605)
Proceeds from sale of mortgage loans originated for sale
 
 1,739
   
 2,661
Compensation expense related to stock options
 
 53
   
 49
Compensation expense related to restricted stock
 
 67
   
 49
Decrease (increase) in accrued interest receivable and other assets
 
 1,894
   
 (609)
(Decrease) increase in accrued interest payable and other liabilities
 
 (920)
   
 531
Net cash provided by operating activities
 
 7,935
   
 8,216
           
CASH FLOWS FROM INVESTING ACTIVITIES
         
Securities available for sale:
         
Proceeds from sales
 
 101,804
   
 28,850
Proceeds from maturities and principal reductions on mortgage-backed securities
 
 18,083
   
 19,408
Purchases
 
 (80,538)
   
 (44,987)
Purchase of regulatory stock
 
 (2,675)
   
 (1,830)
Redemption of regulatory stock
 
 4,015
   
 1,056
Net increase in loans
 
 (35,325)
   
 (44,592)
Proceeds from bank-owned life insurance
 
 205
   
 -
Purchase of bank-owned life insurance
 
 (2,000)
   
 -
Purchase of premises and equipment
 
 (337)
   
 (184)
Proceeds from sales of fixed assets and foreclosed real estate owned
 
 387
   
 2,378
Acquisition, net of cash and cash equivalents acquired
 
 11,112
   
 -
Net cash provided by (used in) investing activities
 
 14,731
   
 (39,901)
           
CASH FLOWS FROM FINANCING ACTIVITIES
         
Net increase in deposits
 
 44,072
   
 11,409
Net (decrease)  increase in short-term borrowings
 
 (21,456)
   
 15,851
Repayments of other borrowings
 
 (18,439)
   
 (9,038)
Proceeds from other borrowings
 
 -
   
 16,000
Stock options exercised
 
 160
   
 310
Tax benefit of stock options exercised
 
 3
   
 14
Purchase of treasury stock
 
 (447)
   
 (135)
Cash dividends paid
 
 (3,436)
   
 (3,386)
Net cash  provided by financing activities
 
 457
   
 31,025
Increase (decrease) in cash and cash equivalents
 
 23,123
   
 (660)
           
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
 
 10,010
   
 12,376
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
 33,133
 
$
 11,716

See accompanying notes to the unaudited consolidated financial statements.


7


NORWOOD FINANCIAL CORP.
Consolidated Statements of Cash Flows (Unaudited) (continued)



           
(dollars in thousands)
         
 
  Nine Months Ended September 30,
 
2016
 
2015
Supplemental Disclosures of Cash Flow Information
         
Cash payments for:
         
Interest on deposits and borrowings
$
 2,566
 
$
 2,403
Income taxes paid, net of refunds
$
 1,135
 
$
 1,881
 Supplemental Schedule of Noncash Investing Activities
         
Transfers of loans to foreclosed real estate and repossession of other assets
$
 2,953
 
$
 290
Cash dividends declared
$
 1,278
 
$
 1,142
           
Merger with Delaware Bancshares, Inc.
         
   Noncash assets acquired:
         
     Securities available-for-sale
$
 208,488
     
     Regulatory stock
 
 279
     
     Loans
 
 116,674
     
     Premises and equipment, net
 
 7,292
     
     Accrued interest receivable
 
 1,626
     
     Bank-owned life insurance
 
 14,762
     
     Core deposit intangible
 
 449
     
     Deferred tax assets
 
 3,034
     
     Other assets
 
 2,934
     
     Goodwill
 
 1,964
     
 
$
 357,502
     
           
   Liabilities assumed:
         
     Time deposits
$
 71,342
     
     Deposits other than time deposits
 
 255,921
     
     Borrowings
 
 21,232
     
     Accrued interest payable
 
 95
     
     Other liabilities
 
 7,873
     
   
 356,463
     
       Net Noncash Assets Acquired
 
 1,039
     
       Cash Acquired
$
 14,977
     


See accompanying notes to the unaudited consolidated financial statements.

8


Notes to the Unaudited Consolidated Financial Statements
1.         Basis of Presentation
The unaudited consolidated financial statements include the accounts of Norwood Financial Corp. (Company) and its wholly-owned subsidiary, Wayne Bank (Bank) and the Bank's wholly-owned subsidiaries, WCB Realty Corp., Norwood Investment Corp., Norwood Settlement Services, LLC,  and WTRO Properties, Inc.   All significant intercompany transactions have been eliminated in consolidation.

The accompanying unaudited consolidated  financial statements have been prepared in conformity with generally accepted accounting principles for interim financial statements and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period.  Actual results could differ from those estimates.  The financial statements reflect, in the opinion of management, all normal, recurring adjustments necessary to present fairly the financial position and results of operations of the Company.  The operating results for the three and nine-month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other future interim period.

These statements should be read in conjunction with the consolidated financial statements and related notes which are incorporated by reference in the Company's Annual Report on Form 10-K for the year-ended December 31, 2015.


2.         Earnings Per Share
Basic earnings per share represents income available to common stockholders 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.  Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.

The following table sets forth the weighted average shares outstanding used in the computations of basic and diluted earnings per share.

(in thousands)

                 
                 
   
Three Months Ended
 
Nine Months Ended
   
September 30,
 
September 30,
   
2016
 
2015
 
2016
 
2015
Weighted average shares outstanding
 
 3,978
 
 3,683
 
 3,790
 
 3,681
Less: Unvested restricted shares
 
 (14)
 
 (9)
 
 (14)
 
 (9)
Basic EPS weighted average shares outstanding
 
 3,964
 
 3,674
 
 3,776
 
 3,672
                 
                 
Basic EPS weighted average shares outstanding
 
 3,964
 
 3,683
 
 3,776
 
 3,681
Add:  Dilutive effect of stock options
 
 9
 
 9
 
 9
 
 10
Diluted EPS weighted average shares outstanding
 
 3,973
 
 3,692
 
 3,785
 
 3,691
                 




Stock options with a strike price of $29.08 which had no intrinsic value, because their effect would be anti-dilutive and therefore would not be included in the diluted EPS calculation, were 11,000 as of September
 
9

 
 
30, 2016 based upon the closing price of Norwood common stock of $29.07 per share on September 30, 2016.  At September 30, 2015, there were 12,000 anti-dilutive shares based on Norwood's closing price of $29.00 per share.

3.         Stock-Based Compensation

No awards were granted during the nine-month period ending September 30, 2016. As of September 30, 2016, there was $18,000 of total unrecognized compensation cost related to non-vested options granted in 2015 under the 2014 Equity Incentive Plan, which will be fully amortized by December 31, 2016. Compensation costs related to stock options amounted to $53,000 and $49,000 during the nine-month periods ended September 30, 2016 and 2015, respectively.

A summary of stock options from all plans, adjusted for stock dividends declared, is shown below.

                     
                     
     
Weighted
         
     
Average Exercise
 
Weighted Average
 
Aggregate
     
Price
 
Remaining
 
Intrinsic Value
 
Options
 
Per Share
 
Contractual Term
 
($000)
                     
Outstanding at January 1, 2016
 194,521
 
$
 26.91
 
 5.2
Yrs.
 
$
 363
Granted
 -
   
 -
 
 -
     
 -
Exercised
 (6,052)
   
 26.37
 
 4.1
     
 -
Forfeited
 (16,019)
   
 27.71
 
 0.5
     
 -
Outstanding at September 30, 2016
 172,450
 
$
 26.85
 
 4.9
 Yrs.
 
$
 383
                     
Exercisable at September 30, 2016
 157,950
 
$
 26.70
 
 4.5
 Yrs.
 
$
 375

Intrinsic value represents the amount by which the market price of the stock on the measurement date exceeded the exercise price of the option.  The stock price was $29.07 as of September 30, 2016 and $28.75 as of December 31, 2015.

A summary of the Company's restricted stock activity and related information for the nine-month period ended September 30, 2016 is as follows:


         
   
       
Weighted-Average
 
Number of
   
Grant Date
 
Restricted Stock
   
Fair Value
Outstanding, January 1,
 13,810
 
$
 28.82
Granted
 -
   
 -
Vested
 -
   
 -
Forfeited
 -
   
 -
Non-vested at September 30,
 13,810
 
$
 28.82


The expected future compensation expense relating to the 13,810 shares of non-vested restricted stock outstanding as of September 30, 2016 is $331,000.  This cost will be recognized over the remaining vesting period of 4.25 years.  Compensation costs related to restricted stock amounted to $67,000 and $41,000 during the nine-month periods ended September 30, 2016 and 2015, respectively.


10


4.         Accumulated Other Comprehensive Income

The following table presents the changes in accumulated other comprehensive income (in thousands) by component net of tax for the three months and nine months ended September 30, 2016 and 2015:


     
     
 
Unrealized gains (losses) on
 
available for sale
 
securities (a)
Balance as of  June 30, 2016
$
 2,838
Other comprehensive loss before reclassification
 
 (432)
Amount reclassified from accumulated other comprehensive income
 
 -
Total other comprehensive loss
 
 (432)
Balance as of September 30, 2016
$
 2,406
     
     
 
Unrealized gains (losses) on
 
available for sale
 
securities (a)
Balance as of  June 30, 2015
$
 (522)
Other comprehensive income before reclassification
 
 1,284
Amount reclassified from accumulated other comprehensive income
 
 (41)
Total other comprehensive income
 
 1,243
Balance as of September 30, 2015
$
 721
     
     
 
Unrealized gains (losses) on
 
available for sale
 
securities (a)
Balance as of December 31, 2015
$
 488
Other comprehensive income before reclassification
 
 2,096
Amount reclassified from accumulated other comprehensive income
 
 (178)
Total other comprehensive income
 
 1,918
Balance as of September 30, 2016
$
 2,406
     
     
     
 
Unrealized gains (losses) on
 
available for sale
 
securities (a)
Balance as of  December 31, 2014
$
 462
Other comprehensive income before reclassification
 
 594
Amount reclassified from accumulated other comprehensive income
 
 (335)
Total other comprehensive income
 
 259
Balance as of September 30, 2015
$
 721

 (a)  All amounts are net of tax.  Amounts in parentheses indicate debits.


11


The following table presents significant amounts reclassified out of each component of accumulated other comprehensive income (in thousands) for the three months and nine months ended September 30, 2016 and 2015:



                   
                   
   
Amount Reclassified
   
   
From Accumulated
 
Affected Line Item in
   
Other
 
Consolidated
   
Comprehensive
 
Statements
Details about other comprehensive income
 
Income (a)
 
of Income
                   
     
Three months ended
   
     
September 30,
   
     
2016
     
2015
   
Unrealized gains on available for sale securities
 
$
 -
   
$
 63
 
Net realized gains on sales of securities
     
 -
     
 (22)
 
Income tax expense
   
$
 -
   
$
 41
   
                   
                   
     
Nine months ended
   
     
September 30,
   
     
2016
     
2015
   
Unrealized gains on available for sale securities
 
$
 269
   
$
 508
 
Net realized gains on sales of securities
     
 (91)
     
 (173)
 
Income tax expense
   
$
 178
   
$
 335
   

(a)  Amounts in parentheses indicate debits to net income

5.         Off-Balance Sheet Financial Instruments and Guarantees

The Bank is a party to financial instruments with off-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 and letters of credit.  Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.

The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments.  The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

A summary of the Bank's financial instrument commitments is as follows:


           
           
(in thousands)
September 30,
 
2016
 
2015
           
Commitments to grant loans
$
 21,764
 
$
 21,279
Unfunded commitments under lines of credit
 
 62,599
   
 51,489
Standby letters of credit
 
 5,642
   
 5,504
 
$
 90,005
 
$
 78,272
 
 
12

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.  The Bank evaluates each customer's credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the customer and generally consists of real estate.

The Bank does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit.  Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  Generally, all letters of credit, when issued, have expiration dates within one year.  The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers.  The Bank, generally, holds collateral and/or personal guarantees supporting these commitments.  Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees.  The current amount of the liability as of September 30, 2016 for guarantees under standby letters of credit issued is not material.





6.         Securities

The amortized cost, gross unrealized gains and losses, and fair value of securities were as follows:

                         
                         
   
September 30, 2016
         
Gross
 
Gross
     
   
Amortized
 
Unrealized
 
Unrealized
 
Fair
   
Cost
 
Gains
 
Losses
 
Value
   
(In Thousands)
Available for Sale:
                       
U.S. Treasury securities
 
$
 2,006
 
$
 -
 
$
 (2)
 
$
 2,004
U.S. Government agencies
   
 2,001
   
 -
   
 -
   
 2,001
States and political subdivisions
   
 127,694
   
 3,050
   
 (172)
   
 130,572
Corporate obligations
   
 10,301
   
 101
   
 (17)
   
 10,385
Mortgage-backed securities-
                       
government sponsored entities
   
 164,158
   
 845
   
 (223)
   
 164,780
Total debt securities
   
 306,160
   
 3,996
   
 (414)
   
 309,742
Equity securities-financial services
   
 320
   
 64
   
 -
   
 384
   
$
 306,480
 
$
 4,060
 
$
 (414)
 
$
 310,126
                         
                         



13

 

                         
                         
   
December 31, 2015
         
Gross
 
Gross
     
   
Amortized
 
Unrealized
 
Unrealized
 
Fair
   
Cost
 
Gains
 
Losses
 
Value
                         
   
(In Thousands)
Available for Sale:
                       
U.S. Government agencies
 
$
 9,275
 
$
 2
 
$
 (108)
 
$
 9,169
States and political subdivisions
   
 59,120
   
 1,747
   
 (112)
   
 60,755
Corporate obligations
   
 4,933
   
 45
   
 (4)
   
 4,974
Mortgage-backed securities-government
                       
sponsored entities
   
 64,491
   
 23
   
 (945)
   
 63,569
Total debt securities
   
 137,819
   
 1,817
   
 (1,169)
   
 138,467
Equity securities-financial services
   
 292
   
 92
   
 -
   
 384
   
$
 138,111
 
$
 1,909
 
$
 (1,169)
 
$
 138,851
                         
                         


The following tables show the Company's investments' gross unrealized losses and fair value aggregated by length of time that individual securities have been in a continuous unrealized loss position (in thousands):


                                   
                                   
 
September 30, 2016
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
U.S. Treasury securities
$
 2,004
 
$
 (2)
 
$
 -
 
$
 -
 
$
 2,004
 
$
 (2)
States and political subdivisions
 
 33,918
   
 (170)
   
 210
   
 (2)
   
 34,128
   
 (172)
Corporate obligations
 
 3,312
   
 (17)
   
 -
   
 -
   
 3,312
   
 (17)
Mortgage-backed securities-government sponsored entities
 
 49,341
   
 (156)
   
 9,885
   
 (67)
   
 59,226
   
 (223)
 
$
 88,575
 
$
 (345)
 
$
 10,095
 
$
 (69)
 
$
 98,670
 
$
 (414)


                                   
                                   
 
December 31, 2015
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
U.S. Government agencies
$
 6,058
 
$
 (71)
 
$
 2,109
 
$
 (37)
 
$
 8,167
 
$
 (108)
States and political subdivisions
 
 9,086
   
 (99)
   
 1,417
   
 (13)
   
 10,503
   
 (112)
Corporate obligations
 
 2,221
   
 (4)
   
 -
   
 -
   
 2,221
   
 (4)
Mortgage-backed securities-government sponsored entities
 
 40,300
   
 (432)
   
 16,595
   
 (513)
   
 56,895
   
 (945)
 
$
 57,665
 
$
 (606)
 
$
 20,121
 
$
 (563)
 
$
 77,786
 
$
 (1,169)


14



At September 30, 2016, the Company has 76 debt securities in an unrealized loss position in the less than twelve months category and 11 debt securities in the twelve months or more category.  In Management's opinion the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities.  No other-than-temporary-impairment charges were recorded in 2016.  Management believes that all unrealized losses represent temporary impairment of the securities as the Company does not have the intent to sell the securities and it is more likely than not that it will not have to sell the securities before recovery of its cost basis.

The amortized cost and fair value of debt securities as of September 30, 2016 by contractual maturity are shown below.  Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.


             
             
   
Available for Sale
   
Amortized Cost
 
Fair Value
     
 (In Thousands)
             
Due in one year or less
 
$
 983
 
$
 991
Due after one year through five years
   
 20,978
   
 21,097
Due after five years through ten years
   
 53,744
   
 54,044
Due after ten years
   
 66,297
   
 68,830
             
Mortgage-backed securities-government sponsored agencies
   
 164,158
   
 164,780
   
$
 306,160
 
$
 309,742

Gross realized gains and gross realized losses on sales of securities available for sale were as follows (in thousands):



                         
                         
   
Three Months
 
Nine Months
   
Ended September 30,
 
Ended September 30,
   
2016
 
2015
 
2016
 
2015
Gross realized gains
 
$
 -
 
$
 63
 
$
 269
 
$
 508
Gross realized losses
   
 -
   
 -
   
 -
   
 -
Net realized gain
 
$
 -
 
$
 63
 
$
 269
 
$
 508
Proceeds from sales of securities
 
$
 70,028
 
$
 5,466
 
$
 101,804
 
$
 28,850


15


7.        Loans Receivable and Allowance for Loan Losses

Set forth below is selected data relating to the composition of the loan portfolio at the dates indicated:


                       
                       
 
Types of loans
 
 
(dollars in thousands)
 
                       
 
September 30, 2016
   
December 31, 2015
 
Real Estate Loans:
                     
Residential
$
 237,897
 
33.7
%
 
$
 161,820
 
28.9
%
Commercial
 
 315,270
 
44.6
     
 279,123
 
49.8
 
Construction
 
 20,056
 
2.8
     
 18,987
 
3.4
 
Commercial, financial and agricultural
 
 85,145
 
12.1
     
 71,090
 
12.7
 
Consumer loans to individuals
 
 48,225
 
 6.8
     
 29,231
 
5.2
 
Total loans
 
 706,593
 
 100.0
%
   
 560,251
 
100.0
%
Deferred fees, net
 
 (394)
         
 (326)
     
Total loans receivable
 
 706,199
         
 559,925
     
Allowance for loan losses
 
 (6,164)
         
 (7,298)
     
Net loans receivable
$
 700,035
       
$
 552,627
     


The following table presents the components of the purchase accounting adjustments related to the purchased impaired loans acquired:


       
       
(In Thousands)
     
       
Contractually required principal and interest
 
$
 2,621
Non-accretable discount
   
 (1,014)
Expected cash flows
   
 1,607
Accretable discount
   
 (239)
Estimated fair value
 
$
 1,368



Changes in the amortizable yield for purchased credit-impaired loans were as follows for the nine month periods ended September 30:


           
           
 
2016
 
2015
Balance at beginning of period
$
 -
 
$
 8
Additions
 
 239
   
 -
Accretion
 
 (12)
   
 (1)
Reclassification and other
 
 -
   
 -
Balance at end of period
$
 227
 
$
 7



16



The following table presents information regarding loans acquired and accounted for in accordance with ASC 310-30 (in thousands):


           
           
 
September 30, 2016
 
December 31, 2015
           
Outstanding Balance
$
 1,855
 
$
 498
Carrying Amount
$
 1,368
 
$
 498

As a result of the acquisition of Delaware, the Company added $1,397,000 of loans that were accounted for in accordance with ASC 310-30.  Based on a review of the loans acquired by senior lending management, which included an analysis of credit deterioration of the loans since origination, the Company recorded a specific credit fair value adjustment of $499,000.  For loans that were acquired with specific evidence of deterioration in credit quality, loan losses will be accounted for through a reduction of the specific reserve and will not impact the allowance for loan losses until actual losses exceed the allotted reserves.  For loans acquired without a deterioration of credit quality, losses incurred will result in adjustments to the allowance for loan losses through the allowance for loan loss adequacy calculation.  As of September 30, 2016, the outstanding balance of ASC 310-30 loans acquired from Delaware was $1,410,000 and the carrying value was $911,000, while one loan with an outstanding balance and carrying value of $445,000 remained from a prior acquisition.

The Company maintains a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans.  Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers.  Specific loan loss allowances are established for identified losses based on a review of such information.  A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement.  All loans identified as impaired are evaluated independently.  We do not aggregate such loans for evaluation purposes.  Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.  Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring.

Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in foreclosed real estate owned on the Consolidated Balance Sheets.  As of September 30, 2016 and December 31, 2015, foreclosed real estate owned totaled $5,386,000 and $2,847,000, respectively.  As of September 30, 2016, included within foreclosed real estate owned is $306,000 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end.  As of September 30, 2016, the Company has initiated formal foreclosure proceedings on $222,000 of consumer residential mortgages.



17


The following table shows the amount of loans in each category that were individually and collectively evaluated for impairment at the dates indicated:


                                   
                                   
 
Real Estate Loans
                 
                   
Commercial
 
Consumer
     
 
Residential
 
Commercial
 
Construction
 
Loans
 
Loans
 
Total
September 30, 2016
(In thousands)
                                   
  Individually evaluated for impairment
$
 24
 
$
 2,791
 
$
 -
 
$
 -
 
$
 -
 
$
 2,815
Loans acquired with deteriorated credit quality
 
 797
   
 571
   
 -
   
 -
   
 -
   
 1,368
  Collectively evaluated for impairment
 
 237,076
   
 311,908
   
 20,056
   
 85,145
   
 48,225
   
 702,410
Total Loans
$
 237,897
 
$
 315,270
 
$
 20,056
 
$
 85,145
 
$
 48,225
 
$
 706,593


                                   
                                   
 
Real Estate Loans
                 
                   
Commercial
 
Consumer
     
 
Residential
 
Commercial
 
Construction
 
Loans
 
Loans
 
Total
 
(In thousands)
December 31, 2015
                                 
                                   
Individually evaluated for impairment
$
 28
 
$
 8,660
 
$
-
 
$
 43
 
$
-
 
$
 8,731
Loans acquired with deteriorated credit quality
 
 140
   
 358
   
-
   
-
   
-
   
 498
Collectively evaluated for impairment
 
 161,652
   
 270,105
   
 18,987
   
 71,047
   
 29,231
   
 551,022
Total Loans
$
 161,820
 
$
 279,123
 
$
 18,987
 
$
 71,090
 
$
 29,231
 
$
 560,251

18



The following table includes the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable.  Also presented are the average recorded investments in the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired.


                 
                 
       
Unpaid
     
 
Recorded
 
Principal
 
Associated
 
Investment
 
Balance
 
Allowance
September 30, 2016
       
 (in thousands)
   
With no related allowance recorded:
               
Real Estate Loans
               
  Residential
$
 1,003
 
$
 1,189
 
$
 -
  Commercial
 
 3,349
   
 4,267
   
 -
Subtotal
 
 4,352
   
 5,456
   
 -
With an allowance recorded:
               
Real Estate Loans
               
Commercial
 
 74
   
 1,020
   
 15
Subtotal
 
 74
   
 1,020
   
 15
Total:
               
Real Estate Loans
               
  Residential
 
 1,003
   
 1,189
   
 -
  Commercial
 
 3,423
   
 5,287
   
 15
Total Impaired Loans
$
 4,426
 
$
 6,476
 
$
 15


                 
                 
       
Unpaid
     
 
Recorded
 
Principal
 
Associated
 
Investment
 
Balance
 
Allowance
December 31, 2015
       
 (in thousands)
   
With no related allowance recorded:
               
Real Estate Loans
               
Residential
$
 168
 
$
 173
 
$
 -
Commercial
 
 2,644
   
 4,610
   
 -
Commercial, financial and agriculture
 
 43
   
 43
   
 -
Subtotal
 
 2,855
   
 4,826
   
 -
With an allowance recorded:
               
Real Estate Loans
               
Commercial
 
 6,373
   
 6,446
   
 1,613
Subtotal
 
 6,373
   
 6,446
   
 1,613
Total:
               
Real Estate Loans
               
Residential
 
 168
   
 173
   
 -
Commercial
 
 9,017
   
 11,056
   
 1,613
Commercial, financial and agriculture
 
 43
   
 43
   
 -
Total Impaired Loans
$
 9,228
 
$
 11,272
 
$
 1,613



19



The following information for impaired loans is presented (in thousands) for the nine months ended September 30, 2016 and 2015:


                       
                       
 
Average Recorded
 
Interest Income
 
Investment
 
Recognized
 
2016
 
2015
 
2016
 
2015
                       
Real Estate Loans:
                     
Residential
$
 372
 
$
 236
 
$
 3
 
$
 3
Commercial
 
 3,249
   
 10,477
   
 90
   
 510
Total
$
 3,621
 
$
 10,713
 
$
 93
 
$
 513

The following information for impaired loans is presented (in thousands) for the three months ended September 30, 2016 and 2015:


                       
                       
 
Average Recorded
 
Interest Income
 
Investment
 
Recognized
 
2016
 
2015
 
2016
 
2015
                       
Real Estate Loans:
                     
Residential
$
 579
 
$
 249
 
$
 1
 
$
 1
Commercial
 
 3,253
   
 10,294
   
 33
   
 45
Total
$
 3,832
 
$
 10,543
 
$
 34
 
$
 46


Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of financial difficulties experienced by the borrower, who could not obtain comparable terms from alternate financing sources.  As of September 30, 2016, troubled debt restructured loans totaled $1.6 million and resulted in specific reserves of $15,000.  As of December 31, 2015, troubled debt restructured loans totaled $6.8 million and resulted in specific reserves of $1,613,000.  For the period ended September 30, 2016, there were no new loans identified as troubled debt restructurings.  During 2016, the Company has recognized write-downs of $2,519,000 on loans that were previously identified as troubled debt restructurings.

 For the period ended September 30, 2015, there were no new loans identified as troubled debt restructurings. During the 2015 period, the Company recognized write-downs in the amount of $439,000 on three loans previously identified as troubled debt restructures with a carrying value of $2.5 million as of September 30, 2015.
 
Management uses an eight point internal risk rating system to monitor the credit quality of the overall loan portfolio.  The first four categories are considered not criticized, and are aggregated as "Pass" rated.  The criticized rating categories utilized by management generally follow bank regulatory definitions.  The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification.  Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected.  All loans greater than 90 days past due are considered Substandard.  Any portion of a loan that has been charged off is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight.  Generally, consumer and residential mortgage loans are included in the Pass categories unless a
 
 
20

specific action, such as non performance, repossession, or death occurs to raise awareness of a possible credit event.  The Company's Loan Review Department is responsible for the timely and accurate risk rating of the loans on an ongoing basis.  Every credit which must be approved by Loan Committee or the Board of Directors is assigned a risk rating at time of consideration.  Loan Review also annually reviews relationships of $1,000,000 and over to assign or re-affirm risk ratings.  Loans in the Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.
 
   As the following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard, Doubtful and Loss within the internal risk rating system as of  September 30, 2016 and December 31, 2015 (in thousands):


                             
                             
       
Special
         
     Doubtful
   
 
Pass
 
Mention
 
Substandard
 
         or Loss
 
Total
September 30, 2016
                           
Commercial real estate loans
$
 306,177
 
$
 4,442
 
$
 4,651
 
$
 -
 
$
 315,270
Commercial loans
 
 85,087
   
 35
   
 23
   
 -
   
 85,145
Total
$
 391,264
 
$
 4,477
 
$
 4,674
 
$
 -
 
$
 400,415


                             
                             
       
Special
         
     Doubtful
   
 
Pass
 
Mention
 
Substandard
 
         or Loss
 
Total
December 31, 2015
                           
Commercial real estate loans
$
 267,892
 
$
 1,837
 
$
 9,394
 
$
 -
 
$
 279,123
Commercial loans
 
 71,047
   
 -
   
 43
   
 -
   
 71,090
Total
$
 338,939
 
$
 1,837
 
$
 9,437
 
$
 -
 
$
 350,213



For residential real estate loans, construction loans and consumer loans, the Company evaluates credit quality based on the performance of the individual credits.  The following table presents the recorded investment in the loan classes based on payment activity as of September 30, 2016 and December 31, 2015 (in thousands):


                 
                 
 
Performing
 
Nonperforming
 
Total
September 30, 2016
               
Residential real estate loans
$
 236,711
 
$
 1,186
 
$
 237,897
Construction
 
 20,028
   
 28
   
 20,056
Consumer loans
 
 48,225
   
 -
   
 48,225
Total
$
 304,964
 
$
 1,214
 
$
 306,178


                 
                 
 
Performing
 
Nonperforming
 
Total
December 31, 2015
               
Residential real estate loans
$
 161,380
 
$
 440
 
$
 161,820
Construction
 
 18,987
   
 -
   
 18,987
Consumer loans
 
 29,231
   
 -
   
 29,231
Total
$
 209,598
 
$
 440
 
$
 210,038

 
 
21


 
Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.  The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of September 30, 2016 and December 31, 2015 (in thousands):


                                         
                                         
 
Current
 
31-60 Days Past Due
 
61-90 Days Past Due
 
Greater than 90 Days Past Due and still accruing
 
Non-Accrual
 
Total Past Due and Non-Accrual
 
Total Loans
September 30, 2016
                                       
Real Estate loans
                                       
Residential
$
 234,857
 
$
 1,548
 
$
 306
 
$
 -
 
$
 1,186
 
$
 3,040
 
$
 237,897
Commercial
 
 313,916
   
 198
   
 131
   
 49
   
 976
   
 1,354
   
 315,270
Construction
 
 20,028
   
 -
   
 -
   
 -
   
 28
   
 28
   
 20,056
Commercial  loans
 
 85,083
   
 62
   
 -
   
 -
   
 -
   
 62
   
 85,145
Consumer  loans
 
 48,118
   
 96
   
 11
   
 -
   
 -
   
 107
   
 48,225
Total
$
 702,002
 
$
 1,904
 
$
 448
 
$
 49
 
$
 2,190
 
$
 4,591
 
$
 706,593


                                         
                                         
 
Current
 
31-60 Days Past Due
 
61-90 Days Past Due
 
Greater than 90 Days Past Due and still accruing
 
Non-Accrual
 
Total Past Due and Non-Accrual
 
Total Loans
December 31, 2015
                                       
Real Estate loans
                                       
Residential
$
 160,683
 
$
 646
 
$
 51
 
$
-
 
$
 440
 
$
 1,137
 
$
 161,820
Commercial
 
 272,125
   
 310
   
 39
   
-
   
 6,649
   
 6,998
   
 279,123
Construction
 
 18,959
   
 28
   
 -
   
-
   
 -
   
 28
   
 18,987
Commercial  loans
 
 71,043
   
 4
   
 -
   
-
   
 43
   
 47
   
 71,090
Consumer  loans
 
 29,179
   
 41
   
 11
   
-
   
 -
   
 52
   
 29,231
Total
$
 551,989
 
$
 1,029
 
$
 101
 
$
-
 
$
 7,132
 
$
 8,262
 
$
 560,251


Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the allowance for loan losses.  When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off  against the allowance.  The following table presents the allowance for loan losses by the classes of the loan portfolio:


                                   
                                   
(In thousands)
Residential Real Estate
 
Commercial Real Estate
 
Construction
 
 Commercial
 
Consumer
 
Total
Beginning balance, December 31, 2015
$
 1,069
 
$
 5,506
 
$
 90
 
$
 397
 
$
 236
 
$
 7,298
Charge Offs
 
 (32)
   
 (2,670)
   
 -
   
 (15)
   
 (71)
   
 (2,788)
Recoveries
 
 4
   
 11
   
 -
   
 -
   
 39
   
 54
Provision for loan losses
 
 15
   
 1,516
   
 (12)
   
 (46)
   
 127
   
 1,600
Ending balance, September 30, 2016
$
 1,056
 
$
 4,363
 
$
 78
 
$
 336
 
$
 331
 
$
 6,164
Ending balance individually evaluated
for impairment
$
 -
 
$
 15
 
$
 -
 
$
 -
 
$
 -
 
$
 15
Ending balance collectively evaluated
for impairment
$
 1,056
 
$
 4,348
 
$
 78
 
$
 336
 
$
 331
 
$
 6,149



22



 
                                   
                                   
(In thousands)
Residential Real Estate
 
Commercial Real Estate
 
Construction
 
 Commercial
 
Consumer
 
Total
Beginning balance, June 30, 2016
$
 976
 
$
 4,191
 
$
 59
 
$
 293
 
$
 279
 
$
 5,798
Charge Offs
 
 (15)
   
 (28)
   
 -
   
 (15)
   
 (41)
   
 (99)
Recoveries
 
 2
   
 9
   
 -
   
 -
   
 4
   
 15
Provision for loan losses
 
 93
   
 191
   
 19
   
 58
   
 89
   
 450
Ending balance, September 30, 2016
$
 1,056
 
$
 4,363
 
$
 78
 
$
 336
 
$
 331
 
$
 6,164

 
                                   
                                   
(In thousands)
Residential Real Estate
 
Commercial Real Estate
 
Construction
 
 Commercial
 
Consumer
 
Total
Beginning balance, December 31, 2014
$
 1,323
 
$
 3,890
 
$
 222
 
$
 256
 
$
 184
 
$
 5,875
Charge Offs
 
 (159)
   
 (1,692)
   
 -
   
 -
   
 (59)
   
 (1,910)
Recoveries
 
 4
   
 -
   
-
   
-
   
 18
   
 22
Provision for loan losses
 
 (181)
   
 1,980
   
 (137)
   
 28
   
 70
   
 1,760
Ending balance, September 30, 2015
$
 987
 
$
 4,178
 
$
 85
 
$
 284
 
$
 213
 
$
 5,747
Ending balance individually evaluated
for impairment
$
 -
 
$
 389
 
$
 -
 
$
 -
 
$
 -
 
$
 389
Ending balance collectively evaluated
for impairment
$
 987
 
$
 3,789
 
$
 85
 
$
 284
 
$
 213
 
$
 5,358


                                   
                                   
(In thousands)
Residential Real Estate
 
Commercial Real Estate
 
Construction
 
 Commercial
 
Consumer
 
Total
Beginning balance, June 30, 2015
$
 1,085
 
$
 4,152
 
$
 97
 
$
 405
 
$
 208
 
$
 5,947
Charge Offs
 
 (46)
   
 (865)
   
 -
   
 -
   
 (16)
   
 (927)
Recoveries
 
 -
   
 -
   
 -
   
 -
   
 7
   
 7
Provision for loan losses
 
 (52)
   
 891
   
 (12)
   
 (121)
   
 14
   
 720
Ending balance, September 30, 2015
$
 987
 
$
 4,178
 
$
 85
 
$
 284
 
$
 213
 
$
 5,747

The Company's primary business activity as of December 31, 2015 was with customers located in northeastern Pennsylvania. As of September 30, 2016, the Company has added the New York counties of Delaware and Sullivan to its market as a result of the acquisition of Delaware Bancshares, Inc.  Accordingly, the Company has extended credit primarily to commercial entities and individuals in this area whose ability to honor their contracts is influenced by the region's economy.
 
As of September 30, 2016, the Company considered its concentration of credit risk to be acceptable.  The highest concentrations are in commercial rentals with $64.8 million of loans outstanding, or 9.2% of total loans outstanding, and the hospitality/lodging industry with loans outstanding of $51.6 million, or 7.3% of loans outstanding.  During 2016, the Company recognized a write down of $3,000 in the named concentrations.

Gross realized gains and gross realized losses on sales of residential mortgage loans were $54,000 and $0, respectively, in the first nine months of 2016 compared to $56,000 and $0, respectively, in the same period in 2015.  The proceeds from the sales of residential mortgage loans totaled $1.7 million and $2.7 million for the nine months ended September 30, 2016 and 2015, respectively.
 
 
23


 
There were no sales of residential mortgage loans during the three months ended September 30, 2016. Gross realized gains and gross realized losses on sales of residential mortgage loans were $16,000 and $0, respectively, in the same period in 2015.  The proceeds from the sales of residential mortgage loans totaled  $818,000 for the three months ended September 30, 2015.


8.         Fair Value Measurements

Fair value estimates are based on quoted market prices, if available, quoted market prices of similar assets or liabilities, or the present value of expected future cash flows and other valuation techniques.  These valuations are significantly affected by discount rates, cash flow assumptions and risk assumptions used.  Therefore, fair value estimates may not be substantiated by comparison to independent markets and are not intended to reflect the proceeds that may be realizable in an immediate settlement of the instruments.

Fair value is determined at one point in time and is not representative of future value.  These amounts do not reflect the total value of a going concern organization.  Management does not have the intention to dispose of a significant portion of its assets and liabilities and therefore, the unrealized gains or losses should not be interpreted as a forecast of future earnings and cash flows.

The following is a discussion of assets and liabilities measured at fair value on a recurring basis and valuation techniques applied:

Securities:

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities' relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management's best estimate is used. Management's best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.

Impaired loans (generally carried at fair value):

The Company measures impairment generally based on the fair value of the loan's collateral.  Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the lowest level of input that is significant to the fair value measurements.

Foreclosed real estate owned (carried at fair value):

Real estate properties acquired through, or in lieu of loan foreclosure are to be sold and are carried at fair value less estimated cost to sell.  Fair value is based upon independent market prices, appraised value of the collateral or management's estimation of the value of the collateral.  These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.
 

 
24


For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2016 and December 31, 2015 are as follows:

                         
                         
   
Fair Value Measurement Using
   
Reporting Date
                         
                         
Description
 
Total
 
Level 1
 
Level 2
 
Level 3
   
(In thousands)
                         
September 30, 2016
                       
Available for Sale:
                       
U.S. Treasury securities
 
$
 2,004
 
$
 -
 
$
 2,004
 
$
 -
U.S. Government agencies
   
 2,001
   
 -
   
 2,001
   
 -
States and political subdivisions
   
 130,572
   
 -
   
 130,572
   
 -
Corporate obligations
   
 10,385
   
 -
   
 10,385
   
 -
Mortgage-backed securities-government
                       
  sponsored agencies
   
 164,780
   
 -
   
 164,780
   
 -
Equity securities-financial services
   
 384
   
 384
   
 -
   
 -
Total
 
$
 310,126
 
$
 384
 
$
 309,742
 
$
 -
                         
                         
Description
 
Total
 
Level 1
 
Level 2
 
Level 3
   
(In thousands)
                         
December 31, 2015
                       
Available for Sale:
                       
U.S. Government agencies
 
$
 9,169
 
$
 -
 
$
 9,169
 
$
 -
States and political subdivisions
   
 60,755
   
 -
   
 60,755
   
 -
Corporate obligations
   
 4,974
   
 -
   
 4,974
   
 -
Mortgage-backed securities-government
                       
  sponsored agencies
   
 63,569
   
 -
   
 63,569
   
 -
Equity securities-financial services
   
 384
   
 384
   
 -
   
 -
Total
 
$
 138,851
 
$
 384
 
$
 138,467
 
$
 -


For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2016 and December 31, 2015 are as follows:

                         
                         
         
Fair Value Measurement Reporting Date using Reporting Date
                         
(In thousands)
                       
                         
Description
 
Total
 
 Level 1
 
Level 2
 
Level 3
September 30, 2016
                       
Impaired Loans
 
$
 4,411
 
$
 -
 
$
 -
 
$
 4,411
Foreclosed Real Estate Owned
   
 5,386
   
 -
   
 -
   
 5,386
                         
                         
December 31, 2015
                       
Impaired Loans
 
$
 7,615
 
$
 -
 
$
 -
 
$
 7,615
Foreclosed Real Estate Owned
   
 2,847
   
 -
   
 -
   
 2,847
 
 

 
25

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:


               
               
   
Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands)
Fair Value Estimate
 
Valuation Techniques
Unobservable Input
 
Range (Weighted Average)
September 30, 2016
             
Impaired loans
$
 2,847
 
Appraisal of collateral(1)
Appraisal adjustments(2)
 
0 - 10% (9.50%)
Impaired loans
$
 1,564
 
Present value of future cash flows
Loan discount rate
 
4 - 6.75% (5.46%)
               
Foreclosed real estate owned
$
 5,386
 
Appraisal of collateral(1)
Liquidation Expenses(2)
 
0 - 10% (9.90%)

               
               
 
Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands)
Fair Value Estimate
 
Valuation Techniques
Unobservable Input
 
Range (Weighted Average)
December 31, 2015
             
Impaired loans
$
 2,574
 
Appraisal of collateral(1)
Appraisal adjustments(2)
 
10% (10%)
Impaired loans
$
 5,041
 
Present value of future cash flows
Loan discount rate
 
4-7% (5.61%)
               
Foreclosed real estate owned
$
 2,847
 
Appraisal of collateral(1)
Liquidation Expenses(2)
 
10% (10%)

 
(1)
Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable, less any associated allowance.
(2)
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.  The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company's assets and liabilities.  Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company's disclosures and those of other companies may not be meaningful.  The following methods and assumptions were used to estimate the fair values of the Company's financial instruments at September 30, 2016 and December 31, 2015.

Cash and cash equivalents (carried at cost):
The carrying amounts reported in the consolidated balance sheet for cash and short-term instruments approximate those assets' fair values.


26


Securities:
The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities' relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management's best estimate is used. Management's best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.

Loans receivable (carried at cost):
The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Impaired loans (generally carried at fair value):
The Company measures impairment generally based on the fair value of the loan's collateral.  Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the lowest level of input that is significant to the fair value measurements.

As of September 30, 2016, the fair value investment in impaired loans totaled $4,411,000 which included one loan for $74,000 for which a valuation allowance of $15,000 had been provided based on the estimated value of the collateral, and twenty-four loans for $4,352,000 which did not require a valuation allowance since either the estimated realizable value of the collateral or the discounted cash flows exceeded the recorded investment in the loan.  As of September 30, 2016, the Company has recognized charge-offs against the allowance for loan losses on these impaired loans in the amount of $1,806,000 over the life of the loans.

As of December 31, 2015, the fair value investment in impaired loans totaled $7,615,000 which included three loans for $6,373,000 for which a valuation allowance of $1,613,000 had been provided based on the estimated value of the collateral or the present value of estimated cash flows, and seventeen loans for $2,855,000 which did not require a valuation allowance since the estimated realizable value of the collateral exceeded the recorded investment in the loan.  As of December 31, 2015, the Company had recognized charge-offs against the allowance for loan losses on these impaired loans in the amount of $2,044,000 over the life of the loans.

Mortgage servicing rights (generally carried at cost)
The Company utilizes a third party provider to estimate the fair value of certain loan servicing rights.  Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation.

Foreclosed real estate owned (carried at fair value):
Real estate properties acquired through, or in lieu of loan foreclosure are to be sold and are carried at fair value less estimated cost to sell. Fair value is based upon independent market prices, appraised value of the
 
 
27

 
collateral or management's estimation of the value of the collateral. These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.

 
Regulatory stock (carried at cost):
 
The Company, as a member of the Federal Home Loan Bank (FHLB) system is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula. This regulatory stock has no quoted market value and is carried at cost.

Bank owned life insurance (carried at cost):
The fair value is equal to the cash surrender value of the Bank owned life insurance.

Accrued interest receivable and payable (carried at cost):
The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposit liabilities (carried at cost except certificates of deposit which are at fair value):
The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term borrowings (carried at cost):
The carrying amounts of short-term borrowings approximate their fair values.

Other borrowings (carried at cost):
Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Off-balance sheet financial instruments (disclosed at cost):
Fair values for the Company's off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties' credit standing.
 
The estimated fair values of the Bank's financial instruments were as follows at September 30, 2016 and December 31, 2015. (In thousands)
                             
 
Fair Value Measurements at September 30, 2016
 
Carrying Amount
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial assets:
                           
Cash and cash equivalents
$
 33,133
 
$
 33,133
 
$
 33,133
 
$
 -
 
$
 -
Securities
 
 310,126
   
 310,126
   
 384
   
 309,742
   
 -
Loans receivable, net
 
 700,035
   
 715,469
   
 -
   
 -
   
 715,469
Mortgage servicing rights
 
 244
   
 260
   
 -
   
 -
   
 260
Regulatory stock
 
 2,351
   
 2,351
   
 2,351
   
 -
   
 -
Bank owned life insurance
 
 35,889
   
 35,889
   
 35,889
   
 -
   
 -
Accrued interest receivable
 
 3,541
   
 3,541
   
 3,541
   
 -
   
 -
                             

 
28

 

 
                             
Financial liabilities:
                           
Deposits
 
 922,244
   
 922,394
   
 275,564
   
 -
   
 646,830
Short-term borrowings
 
 33,156
   
 33,156
   
 33,156
   
 -
   
 -
Other borrowings
 
 42,542
   
 42,712
   
 -
   
 -
   
 42,712
Accrued interest payable
 
 1,040
   
 1,040
   
 1,040
   
 -
   
 -
                             
Off-balance sheet financial instruments:
                           
 Commitments to extend credit and
outstanding letters of credit
 
 -
   
 -
   
 -
   
 -
   
 -



                             
                             
 
Fair Value Measurements at December 31, 2015
 
Carrying Amount
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial assets:
                           
Cash and cash equivalents
$
 10,010
 
$
 10,010
 
$
 10,010
 
$
 -
 
$
 -
Securities
 
 138,851
   
 138,851
   
 384
   
 138,467
   
 -
Loans receivable, net
 
 552,627
   
 559,416
   
 -
   
 -
   
 559,416
Mortgage servicing rights
 
 261
   
 291
   
 -
   
 -
   
 291
Regulatory stock
 
 3,412
   
 3,412
   
 3,412
   
 -
   
 -
Bank owned life insurance
 
 18,820
   
 18,820
   
 18,820
   
 -
   
 -
Accrued interest receivable
 
 2,363
   
 2,363
   
 2,363
   
 -
   
 -
                             
Financial liabilities:
                           
Deposits
 
 550,909
   
 551,175
   
 354,162
   
 -
   
 197,013
Short-term borrowings
 
 53,235
   
 53,235
   
 53,235
   
 -
   
 -
Other borrowings
 
 41,126
   
 41,260
   
 -
   
 -
   
 41,260
Accrued interest payable
 
 957
   
 957
   
 957
   
 -
   
 -
                             
Off-balance sheet financial instruments:
                           
 Commitments to extend credit and
outstanding letters of  credit
 
 -
   
 -
   
 -
   
 -
   
 -



9. New and Recently Adopted Accounting Pronouncements


In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update's core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.
 
 
29


 
In August 2015, the FASB issued ASU 2015-14, Revenue from Contract with Customers (Topic 606). The amendments in this Update defer the effective date of ASU 2014-09 for all entities by one year.  Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.  All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019.  The Company is evaluating the effect of adopting this new accounting Update.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10):  Recognition and Measurement of Financial Assets and Financial Liabilities.  This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments.  Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets.  For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  For all other entities, including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).  The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet.  A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise.  For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis.  For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years.  For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020.  The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period.  The Company is currently
 
 
30

 
 
evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). The amendments in this Update affect all entities that issue share-based payment awards to their employees. The standards in this Update provide simplification for several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as with equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. In addition to those simplifications, the amendments eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. This should not result in a change in practice because the guidance that is being superseded was never effective. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after    December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period. The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.  The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management's current estimate of credit losses that are expected to occur over the remaining life of a financial asset.  The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted.  The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230):  Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which addresses eight specific cash flow issues with the objective of reducing diversity in practice.  Among these include recognizing cash payments for debt prepayment or debt extinguishment as cash outflows for financing activities; cash proceeds received from the settlement of insurance claims should be classified on the basis of the related insurance coverage; and cash proceeds received from the settlement of bank-owned life insurance policies should be classified as cash inflows from investing activities while the cash payments for premiums on bank-owned policies may be classified as cash outflows for investing activities, operating activities, or a combination of investing and operating activities.  The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date
 
 
 
31

 
practicable. The Company is currently evaluating the impact the adoption of the standard will have on the Company's statement of cash flows.


10.  Acquisition of Delaware Bancshares, Inc.

  On July 31, 2016, Norwood Financial Corp. (the "Company") completed its acquisition of Delaware Bancshares, Inc. ("Delaware")  pursuant to the terms of the Agreement and Plan of Merger, dated March 10, 2016, by and among the Company, Wayne Bank, Delaware and The National Bank of Delaware County (the "Merger Agreement").  As of June 30, 2016, Delaware had on a consolidated basis total assets of $378.3 million, total deposits of $327.5 million and total shareholders' equity of $24.1 million.

Pursuant to the terms of the Merger Agreement, Delaware was merged with and into the Company, with the Company as the surviving corporation of the merger (the "Merger").  At the effective time of the Merger, each outstanding share of the common stock of Delaware was converted into, at the election of the holder but subject to the limitations and allocation and proration provisions set forth in the Merger Agreement, either $16.68 in cash or 0.6221 of a share of the common stock, par value $0.10 per share (the "Common Stock") of the Company.  In the aggregate, the merger consideration paid to Delaware shareholders consisted of approximately $3,859,000 in cash and 431,605 shares of Norwood common stock.  Immediately following the Merger, The National Bank of Delaware County ("NBDC") was merged with and into Wayne Bank, a wholly-owned subsidiary of the Company, with Wayne Bank as the surviving entity.

In connection with the Merger, the Company assumed the obligations of Delaware under the Indenture, dated as of October 31, 2007, by and between Delaware, as issuer, and Wells Fargo Bank, National Association, as trustee (the "Indenture") and Delaware's Junior Subordinated Debt Securities, due January 1, 2038 (the "Debt Securities") issued thereunder.  The Debt Securities were issued by Delaware in connection with a private placement completed on October 31, 2007 of $8.0 million of trust preferred securities issued through the Delaware Bancshares Capital Trust I (the "Trust").  The trust preferred securities require quarterly distributions and bear interest at a variable rate equal to LIBOR plus 2.4% per annum.  The trust preferred securities mature on January 1, 2038 and are redeemable, in whole or in part, without penalty, on or after January 1, 2013 and on any January 1, April 1, July 1 or October 1 thereafter.  The Company redeemed the securities on October 3, 2016.

The proceeds from the initial sale of the trust preferred securities on October 31, 2007 were used by the Trust to purchase the Debt Securities.  The Debt Securities bear interest at a variable rate which resets quarterly at LIBOR plus 2.4%, and are redeemable, in whole or in part, without penalty, at the option of the Company, beginning on January 1, 2013 and on any January 1, April 1, July 1 or October 1 thereafter.  The interest payments on the Debt Securities made by the Company will be used to pay the quarterly distributions payable by the Trust to the holders of the trust preferred securities.  The Company redeemed the securities on October 3, 2016.

The acquired assets and assumed liabilities were measured at estimated fair values.  Management made significant estimates and exercised significant judgment in accounting for the acquisition.  Management measured loan fair values based on loan file reviews, appraised collateral values, expected cash flows, and historical loss factors of NBDC.  The Company also recorded an identifiable intangible asset representing the core deposit base of NBDC based on management's evaluation of the cost of such deposits relative to alternative funding sources.  Management used significant estimates including the average lives of depository accounts, future interest rate levels, and the cost of servicing various depository products.  Management used market quotations to determine the fair value of investment securities.
 
 
32

 

 
The business combination resulted in the acquisition of loans with and without evidence of credit quality deterioration.  NBDC loans were deemed impaired at the acquisition date if the Company did not expect to receive all contractually required cash flows due to concerns about credit quality.  Such loans were fair valued and the difference between contractually required payments at the acquisition date and cash flows expected to be collected was recorded as a non-accretable difference.  At the acquisition date, the Company recorded $1,410,000 of purchased credit-impaired loans subject to a non-accretable difference of $260,000.  The method of measuring carrying value of purchased loans differs from loans originated by the Company (originated loans), and as such, the Company identifies purchased loans and purchased loans with a credit quality discount and originated loans at amortized cost.

NBDC's loans without evidence of credit deterioration were fair valued by discounting both expected principal and interest cash flows using an observable discount rate for similar instruments that a market participant would consider in determining fair value.  Additionally, consideration was given to management's best estimates of default rates and payment speeds.  At acquisition, NBDC's loan portfolio without evidence of deterioration totaled $111,307,000 and was recorded at a fair value of $109,693,000.




The following table summarizes the purchase of Delaware Bancshares, Inc. as of July 31, 2016:

(In Thousands, Except Per Share Data)

     
Purchase Price Consideration in Common Stock
   
     
Delaware Bancshares, Inc. common shares settled for stock
694,114
 
Exchange Ratio
0.6221
 
Norwood Financial Corp. shares issued
431,605
 
Value assigned to Norwood Financial Corp. common share
$28.15
 
Purchase price assigned to Delaware Bancshares, Inc. common shares exchanged for Norwood Financial Corp.
 
 
$12,150
     
Purchase Price Consideration – Cash for Common Stock
   
Delaware Bancshares, Inc. shares exchanged for cash
231,385
 
Purchase price paid to each Delaware Bancshares, Inc. common shares exchanged for cash
$16.68
 
Purchase price assigned to Delaware Bancshares, Inc. common shares exchanged for cash
 
$3,860
Purchase price consideration-Cash in Lieu of Fractional Shares
 
6
Total Purchase Price
 
$16,016
     
Net Assets Acquired:
   
     
Delaware Bancshares, Inc. shareholders' equity
19,357
 
Delaware Bancshares, Inc. goodwill and intangibles
(7,640)
 
Total tangible equity
11,717
 
Adjustments to reflect assets acquired at fair value:
   
Investments
219
 
Loans
   
  Interest rate
1,486
 
  General credit
(1,614)
 
  Specific credit- non-amortizing
(260)
 
  Specific credit – amortizing
(239)
 
Core deposit intangible
449
 
Deferred loan fees
(296)
 
Premises and equipment
3,053
 
Allowance for loan and lease losses
1,651
 
Deferred tax assets
(1,417)
 
Other
(445)
 
     
Adjustments to reflect liabilities acquired at fair value:
   
Time deposits
(252)
 
   
14,052
Goodwill resulting from merger
 
$1,964
     
 
 
33


 
The following condensed statement reflects the values assigned to Delaware Bancshares, Inc. net assets as of acquisition date:

(In Thousands)
     
Total purchase price
 
$16,016
     
Net assets acquired:
   
Cash
$14,977
 
Securities available for sale
208,488
 
Loans
116,674
 
Premises and equipment, net
7,292
 
Regulatory stock
279
 
Accrued interest receivable
1,626
 
Bank-owned life insurance
14,762
 
Core deposit intangible
449
 
Deferred tax assets
3,034
 
Other assets
2,934
 
Time deposits
(71,342)
 
Deposits other than time deposits
(255,921)
 
Borrowings
(21,232)
 
Accrued interest payable
(95)
 
Other liabilities
(7,873)
 
     
   
14,052
Goodwill resulting from Delaware Bancshares, Inc.
   
  Merger
 
$1,964
     

The Company recorded goodwill and other intangibles associated with the purchase of Delaware Bancshares, Inc. totaling $1,964,000.  Goodwill is not amortized, but is periodically evaluated for impairment.  The Company did not recognize any impairment during the nine months ended September 30, 2016.  The carrying amount of the goodwill at September 30, 2016 related to the Delaware acquisition was $1,964,000.

Identifiable intangibles are amortized to their estimated residual values over the expected useful lives.  Such lives are also periodically reassessed to determine if any amortization period adjustments are required.  During the nine months ended September 30, 2016, no such adjustments were recorded.  The identifiable
 
 
34

 
intangible assets consist of a core deposit intangible which is being amortized on an accelerated basis over the useful life of such assets.  The gross carrying amount of the core deposit intangible at September 30, 2016 was $449,000 with $14,000 accumulated amortization as of that date.

As of September 30, 2016, the current year and estimated future amortization expense for the core deposit intangible is:

(In thousands)

2016
 
$
13
 
2017
   
30
 
2018
   
30
 
2019
   
30
 
2020
   
30
 
After five years
   
316
 
   
$
449
 
       

Results of operations for Delaware Bancshares, Inc. prior to the acquisition date are not included in the Consolidated Statement of Income for the three and nine month period ended September 30, 2016.  Due to the significant amount of fair value adjustments, historical results of Delaware Bancshares, Inc. are not relevant to the Company's results of operations.  Therefore, no pro forma information is presented.

The following table presents financial information regarding the former Delaware Bancshares, Inc. operations included in our Consolidated Statement of Income from the date of acquisition through September 30, 2016 under the column "Actual from acquisition date through September 30, 2016".  In addition, the following table presents unaudited pro forma information as if the acquisition of Delaware Bancshares, Inc. had occurred on January 1, 2016 under the "Pro Forma" columns.  The table below has been prepared for comparative purposes only and is not necessarily indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results.  Furthermore, the unaudited pro-forma information does not reflect management's estimate of any revenue-enhancing opportunities nor anticipated cost savings as a result of the integration and consolidation of the acquisition.  Merger and acquisition integration costs and amortization of fair value adjustments are included in the numbers below.

 
 
Actual From Acquisition Date
Pro Forma
Nine Months Ended September 30
(In Thousands, Except Per Share Data)
Through September 30, 2016
2016
2015
 
         
Net interest income
$1,560
 
$25,377
$26,340
 
Non-interest income
357
 
4,715
5,179
 
Net income
300
 
1,243
6,050
 
Pro forma earnings per share:
         
  Basic
$0.08
 
$0.33
$1.60
 
  Diluted
$0.08
 
$0.33
$1.60
 
           

35



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

Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words "believes," "anticipates," "contemplates," "expects," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties are as follows:

     
 
our ability to realize the anticipated benefits from our acquisition of Delaware Bancshares, Inc.
 
possible future impairment of intangible assets
 
our ability to effectively manage future growth
 
loan losses in excess of our allowance
 
risks inherent in commercial lending
 
real estate collateral which is subject to declines in value
 
potential other-than-temporary impairments
 
higher deposit insurance premiums
 
soundness of other financial institutions
 
increased compliance burden under new financial reform legislation
 
current market volatility
 
potential liquidity risk
 
availability of capital
 
regional economic factors
 
loss of senior officers
 
comparatively low legal lending limits
 
risks of new capital requirements
 
limited market for the Company's stock
 
restrictions on ability to pay dividends
 
common stock may lose value
 
competitive environment
 
issuing additional shares may dilute ownership
 
extensive and complex governmental regulation and associated cost
 
interest rate risks
 
cybersecurity

Norwood Financial Corp. undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Critical Accounting Policies

Note 2 to the Company's consolidated financial statements for the year ended December 31, 2015 (incorporated by reference in Item 8 of the Form 10-K) lists significant accounting policies used in the development and presentation of its financial statements.  This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors that are necessary for an understanding and evaluation of the Company and its results of operations.


36



Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, the fair value of financial instruments, the determination of goodwill impairment and the determination of other-than-temporary impairment on securities.  Please refer to the discussion of the allowance for loan losses calculation under "Loans" in the "Changes in Financial Condition" section.

The Company uses the modified prospective transition method to account for stock options.  Under this method companies are required to record compensation expense, based on the fair value of options over the vesting period.  Restricted shares vest over a five year period.  The product of the number of shares granted and the grant date market price of the Company's common stock determines the fair value of restricted stock.

Deferred income taxes reflect temporary differences in the recognition of the revenue and expenses for tax reporting and financial statement purposes, principally because certain items are recognized in different periods for financial reporting and tax return purposes.  Although realization is not assured, the Company believes that it is more likely than not that all deferred tax assets will be realized.

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each Consolidated Balance Sheet date.

Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses.  In estimating other-than-temporary impairment losses, the Company considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent of the Company to not sell the securities and it is more likely than not that it will not have to sell the securities before recovery of their cost basis.  The Company believes that the unrealized loss on all other securities at September 30, 2016 and December 31, 2015 represent temporary impairment of the securities, related to changes in interest rates.

The Company, as a member of the Federal Home Loan Bank (FHLB) system, is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula.  This restricted stock has no quoted market value and is carried at cost.

Management evaluates the restricted stock for impairment. Management's determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB.

Management considered that the FHLB's regulatory capital ratios have increased from prior years, liquidity appears adequate, and the new shares of FHLB stock continue to change hands at the $100 par value.  Management believes no impairment charge is necessary related to FHLB stock as of September 30, 2016.


In connection with acquisitions, the Company recorded goodwill in the amount of $11.7 million, representing the excess of amounts paid over the fair value of net assets of the institutions acquired in purchase transactions, at its fair value at the date of acquisition.  Goodwill is tested and deemed impaired when the
 
 
37

 
carrying value of goodwill exceeds its implied fair value.  The value of the goodwill can change in the future.  We expect the value of the goodwill to decrease if there is a significant decrease in the franchise value of the Company or the Bank.  If an impairment loss is determined in the future, we will reflect the loss as an expense for the period in which the impairment is determined, leading to a reduction of our net income for that period by the amount of the impairment loss.

Changes in Financial Condition

General

Total assets as of September 30, 2016 were $1.125 billion compared to $750.5 million as of December 31, 2015, an increase of $374.6 million due primarily to the acquisition of Delaware Bancshares, Inc.

Securities

The fair value of securities available for sale as of September 30, 2016 was $310.1 million compared to $138.8 million as of December 31, 2015.  The increase in the securities portfolio includes $213.0 million of securities acquired from NBDC.  The Company purchased $80.5 million of securities principally using the proceeds from $119.9  million of sales, calls, maturities and principal reductions of securities.

The carrying value of the Company's securities portfolio (Available-for Sale) consisted of the following:


                       
                       
 
September 30, 2016
   
December 31, 2015
 
(dollars in thousands)
 
Amount
 
% of portfolio
     
Amount
 
% of portfolio
 
                       
U.S. Treasury securities
$
 2,004
 
 0.7
%
 
$
 -
 
 -
%
U.S. Government agencies
 
 2,001
 
 0.7
     
 9,169
 
 6.6
 
States and political subdivisions
 
 130,572
 
 42.1
     
 60,755
 
 43.8
 
Corporate obligations
 
 10,385
 
 3.3
     
 4,974
 
 3.5
 
Mortgage-backed securities-
                     
  government sponsored entities
 
 164,780
 
 53.1
     
 63,569
 
 45.8
 
Equity securities-financial services
 
 384
 
 0.1
     
 384
 
 0.3
 
  Total
$
 310,126
 
 100.0
%
 
$
 138,851
 
 100.0
%

The Company has securities in an unrealized loss position.  In management's opinion, the unrealized losses reflect changes in interest rates subsequent to the acquisition of specific securities.  Management believes that the unrealized losses on all holdings represent temporary impairment of the securities, as the Company has the intent and ability to hold these investments until maturity or market price recovery.

Loans

Loans receivable totaled $706.2 million at September 30, 2016 compared to $559.9 million as of December 31, 2015.  The $146.3 million increase recorded in the nine-month period ending September 30, 2016 includes $112.1 million that was acquired from Delaware and $34.2 million that was generated internally.

The allowance for loan losses totaled $6,164,000 as of September 30, 2016 and represented 0.87% of total loans outstanding, compared to $7,298,000, or 1.30% of total loans, at December 31, 2015, and $5,747,000, or 1.06 % of total loans, as of September 30, 2015.  The Company had net charge-offs for the nine months ended September 30, 2016 of $2,733,000 compared to $1,888,000 in the corresponding period in 2015.  Included in the 2016 total is $2,419,000 related to one relationship that was foreclosed on during the second
 
 
38

 
quarter of 2016.  The Company's loan review process assesses the adequacy of the allowance for loan losses on a quarterly basis.  The process includes an analysis of the risks inherent in the loan portfolio.  It includes an analysis of impaired loans and a historical review of credit losses by loan type.  Other factors considered include concentration of credit in specific industries, economic and industry conditions, trends in delinquencies and loan classifications, large dollar exposures and loan growth.  Management considers the allowance adequate at September 30, 2016 based on the Company's criteria.  However, there can be no assurance that the allowance for loan losses will be adequate to cover significant losses, if any, that might be incurred in the future.

As of September 30, 2016, non-performing loans totaled $2.2 million, or 0.32% of total loans compared to $7.1 million, or 1.27% of total loans at December 31, 2015. At September 30, 2016, non-performing assets totaled $7.6 million, or 0.68%, of total assets compared to $10.0 million, or 1.33%, of total assets at December 31, 2015.  The decrease in non-performing assets principally reflects payments and write-downs on loans carried in nonaccrual assets.  The decrease in non-performing loans includes payments and write-downs on loans carried in nonaccrual status, as well as the transfer of one loan relationship to foreclosed real estate which had a carrying value of $5,015,000 at December 31, 2015.

         The following table sets forth information regarding non-performing loans and foreclosed real estate at the dates indicated:



             
             
(dollars in thousands)
September 30, 2016
 
December 31, 2015
 
Loans accounted for on a non-accrual basis:
           
Real Estate
           
     Residential
$
 1,186
 
$
 440
 
     Commercial
 
 976
   
 6,649
 
     Construction
 
 28
   
 -
 
Commercial, financial and agricultural
 
 -
   
 43
 
Consumer loans to individuals
 
 -
   
 -
 
Total non-accrual loans *
 
 2,190
   
 7,132
 
             
Accruing loans which are contractually
           
past due 90 days or more
 
 49
   
 -
 
Total non-performing loans
 
 2,239
   
 7,132
 
Foreclosed real estate
 
 5,386
   
 2,847
 
Total non-performing assets
$
 7,625
 
$
 9,979
 
Allowance for loans losses
$
 6,164
 
$
 7,298
 
Coverage of non-performing loans
 
 275.30
%
 
 102.33
%
Non-performing loans to total loans
 
 0.32
%
 
 1.27
%
Non-performing loans to total assets
 
 0.20
%
 
 0.95
%
Non-performing assets to total assets
 
0.68
%
 
 1.33
%

*Includes non-accrual TDRs of $554,000 as of September 30, 2016 and $5.8 million on December 31, 2015. The Company also had $1.0 million of accruing TDRs on September 30, 2016 and December 31, 2015.


39

 

Deposits

During the period, total deposits increased $371.3 million due primarily to the $327.3 million of deposits acquired from NBDC.  Internally generated deposits increased $44.0 million, net.

         The following table sets forth deposit balances as of the dates indicated:

           
           
(dollars in thousands)
September 30, 2016
 
December 31, 2015
           
Non-interest bearing demand
$
 200,481
 
$
 107,814
Interest bearing demand
 
 96,189
   
 52,040
Money market deposit accounts
 
 158,156
   
 119,028
Savings
 
 192,005
   
 75,280
Time deposits <$100,000
 
 160,519
   
 121,211
Time deposits >$100,000
 
 114,894
   
 75,536
           
Total
$
 922,244
 
$
 550,909

Borrowings

Short-term borrowings as of September 30, 2016 totaled $33.2 million compared to $53.2 million as of December 31, 2015.  Short-term borrowings, which consist of securities sold under agreements to repurchase and overnight borrowings from the FHLB, decreased $20.0 million due to a reduction in overnight borrowings.

Other borrowings consisted of the following:

(dollars in thousands)


           
           
 
September 30, 2016
 
December 31, 2015
Notes with the FHLB:
         
Convertible note due January 2017 at 4.71%
$
 10,000
 
$
 10,000
Amortizing fixed rate borrowing due December 2017 at 1.275%
 
 5,024
   
 8,000
Amortizing fixed rate borrowing due January 2018 at 0.91%
 
 814
   
 1,267
Amortizing fixed rate borrowing due December 2018 at 1.425%
 
 1,835
   
 2,434
Amortizing fixed rate borrowing due June 2020 at 1.490%
 
 7,569
   
 9,033
Amortizing fixed rate borrowing due December 2020 at 1.706%
 
 4,277
   
 5,000
Amortizing fixed rate borrowing due March 2022 at 1.748%
 
 4,775
   
 5,392
 
$
 34,294
 
$
 41,126

The convertible note contains an option which allows the FHLB, at quarterly intervals to change the note to an adjustable-rate advance at three month LIBOR plus 17 basis points.  If the note is converted, the option allows the Bank to put the funds back to the FHLB without penalty.



40


 

Stockholders' Equity and Capital Ratios

As of September 30, 2016, stockholders' equity totaled $115.7 million, compared to $101.0 million as of December 31, 2015.   The net change in stockholders' equity included $4.4 million of net income that was partially offset by $3.6 million of dividends declared, and a $447,000 decrease due to an increase in Treasury Stock, and a $283,000 increase, net, due to the exercise and vesting of stock options and restricted stock.  In addition, total equity increased $1.9 million due to an increase in the fair value of securities in the available for sale portfolio, net of tax, and $12.1 million as a result of the acquisition of Delaware Bancshares, Inc.  This increase in fair value is the result of a change in interest rates and spreads, which may impact the value of the securities. Because of interest rate volatility, the Company's accumulated other comprehensive income could materially fluctuate for each interim and year-end period.

A comparison of the Company's consolidated regulatory capital ratios is as follows:


       
       
 
September 30, 2016
 
December 31, 2015
Tier 1 Capital
     
(To average assets)
10.64%
 
12.40%
Tier 1 Capital
     
(To risk-weighted assets)
14.22%
 
15.86%
Common Equity Tier 1 Capital
     
(To risk-weighted assets)
14.22%
 
15.86%
Total Capital
     
(To risk-weighted assets)
15.04%
 
17.09%

Effective January 1, 2015, the Company and the Bank became subject to new regulatory capital rules, which, among other things, impose a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), set the minimum leverage ratio for all banking organizations at a uniform 4% of total assets, increase the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assign a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property.  The new rules also require unrealized gains and losses on certain "available-for-sale" securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt out is exercised which the Company and the Bank have done.  The final rule limits a banking organization's dividends, stock repurchases and other capital distributions, and certain discretionary bonus payments to executive officers, if the banking organization does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above regulatory minimum risk-based requirements. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.  The Company and the Bank are in compliance with their respective new capital requirements, including the capital conservation buffer, as of September 30, 2016.


Liquidity

As of September 30, 2016, the Company had cash and cash equivalents of $33.1 million in the form of cash, due from banks and short-term deposits with other institutions.  In addition, the Company had total securities available for sale of $310.1 million which could be used for liquidity needs.  This totals $343.2 million of liquidity and represents 30.5% of total assets compared to $148.9 million and 19.8% of total assets as of December 31, 2015.  The Company also monitors other liquidity measures, all of which were within the
 
 
41

 
Company's policy guidelines as of September 30, 2016 and December 31, 2015.  Based upon these measures, the Company believes its liquidity is adequate.

Capital Resources


The Company has a line of credit commitment from Atlantic Community Bankers Bank for $7,000,000 which expires June 30, 2017.  There were no borrowings under this line as of September 30, 2016 and December 31, 2015.

The Company has a line of credit commitment available which has no stated expiration date from PNC Bank for $16,000,000.  There were no borrowings under this line as of September 30, 2016 and December 31, 2015.

The Company has a line of credit commitment available which has no stated expiration date from Zions Bank for $17,000,000.  There were no borrowings under this line as of September 30, 2016 and December 31, 2015.

The Bank's maximum borrowing capacity with the Federal Home Loan Bank was approximately $256,500,000 as of September 30, 2016, of which $34,294,000 and $60,798,000 was outstanding at September 30, 2016 and December 31, 2015, respectively.  Advances from the Federal Home Loan Bank are secured by qualifying assets of the Bank.


Non-GAAP Financial Measures

This report contains or references fully taxable-equivalent (fte) interest income and net interest income, which are non-GAAP financial measures.  Interest income (fte) and net interest income (fte) are derived from GAAP interest income and net interest income using an assumed tax rate of 34%.  We believe the presentation of interest income (fte) and net interest income (fte) ensures comparability of interest income and net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.  Net interest income (fte) is reconciled to GAAP net interest income on pages 43 and 47.  Although the Company believes that these non-GAAP financial measures enhance investors' understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP measures.



42



Results of Operations
NORWOOD FINANCIAL CORP.
Consolidated Average Balance Sheets with Resultant Interest and Rates


                                   
                                   
(Tax-Equivalent Basis,
Three Months Ended September 30,
dollars in thousands)
2016
 
2015
 
Average
     
Average
 
Average
     
Average
 
Balance
 
Interest
 
   Rate
 
Balance
 
Interest
 
    Rate
 
(2)
 
(1)
 
(3)
 
(2)
 
(1)
 
(3)
Assets
                                 
Interest-earning assets:
                                 
  Interest bearing deposits with banks
$
 15,756
 
$
 22
   
     0.53%
 
$
 4,508
 
$
 3
   
    0.27%
   Securities available for sale:
                                 
     Taxable
 
 141,751
   
 625
   
 1.77
   
 93,051
   
 454
   
1.95
     Tax-exempt (1)
 
 100,538
   
 930
   
 3.70
   
 60,100
   
 692
   
4.61
        Total securities available for sale (1)
 
 242,289
   
 1,555
   
 2.57
   
 153,151
   
 1,146
   
2.99
     Loans receivable (1) (4) (5)
 
 661,781
   
 7,437
   
 4.50
   
 539,487
   
 6,083
   
4.51
        Total interest-earning assets
 
 919,826
   
 9,014
   
 3.92
   
 697,146
   
 7,232
   
4.15
Non-interest earning assets:
                                 
   Cash and due from banks
 
 13,340
               
 9,016
           
   Allowance for loan losses
 
 (5,980)
               
 (5,815)
           
   Other assets
 
 73,091
               
 43,808
           
        Total non-interest earning assets
 
 80,451
               
 47,009
           
Total Assets
$
 1,000,277
             
$
 744,155
           
Liabilities and Stockholders' Equity
                                 
Interest-bearing liabilities:
                                 
   Interest bearing demand and money market
$
 231,303
 
$
 91
   
 0.16
 
$
 182,645
 
$
 79
   
0.17
   Savings
 
 155,896
   
 23
   
 0.06
   
 75,321
   
 10
   
0.05
   Time
 
 245,406
   
 563
   
 0.92
   
 203,658
   
 522
   
1.03
      Total interest-bearing deposits
 
 632,605
   
 677
   
 0.43
   
 461,624
   
 611
   
0.53
Short-term borrowings
 
 34,192
   
 65
   
 0.76
   
 33,175
   
 19
   
0.23
Other borrowings
 
 35,386
   
 216
   
 2.44
   
 30,541
   
 189
   
2.48
   Total interest-bearing liabilities
 
 702,183
   
 958
   
 0.55
   
 525,340
   
 819
   
0.62
Non-interest bearing liabilities:
                                 
   Demand deposits
 
 171,329
               
 113,094
           
   Other liabilities
 
 12,542
               
 4,376
           
      Total non-interest bearing liabilities
 
 183,871
               
 117,470
           
   Stockholders' equity
 
 114,223
               
 101,345
           
Total Liabilities and Stockholders' Equity
$
 1,000,277
             
$
 744,155
           
                                   
Net interest income (tax equivalent basis)
       
 8,056
   
      3.37%
         
 6,413
   
 3.53%
Tax-equivalent basis adjustment
       
 (486)
               
 (360)
     
Net interest income
     
$
 7,570
             
$
 6,053
     
Net interest margin (tax equivalent basis)
             
      3.50%
               
 3.68%

(1)
Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 34%.
(2)
Average balances have been calculated based on daily balances.
(3)
Annualized
(4)
Loan balances include non-accrual loans and are net of unearned income.
(5)
Loan yields include the effect of amortization of deferred fees, net of costs.

43


Rate/Volume Analysis.  The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.


                 
                 
 
Increase/(Decrease)
 
Three months ended September 30, 2016  Compared to
 
Three months ended September 30, 2015
 
Variance due to
 
Volume
 
Rate
 
Net
                 
 
(dollars in thousands)
                 
Interest earning assets:
               
Interest bearing deposits with banks
$
 10
 
$
 9
 
$
 19
Securities available for sale:
               
Taxable
 
 230
   
 (59)
   
 171
Tax-exempt securities
 
 432
   
 (194)
   
 238
Total securities
 
 662
   
 (253)
   
 409
Loans receivable
 
 1,371
   
 (17)
   
 1,354
Total interest earning assets
 
 2,043
   
 (261)
   
 1,782
                 
Interest bearing liabilities:
               
Interest-bearing demand and money market
 
 18
   
 (6)
   
 12
Savings
 
 10
   
 3
   
 13
Time
 
 104
   
 (63)
   
 41
Total interest bearing deposits
 
 132
   
 (66)
   
 66
Short-term borrowings
 
 2
   
 44
   
 46
Other borrowings
 
 31
   
 (4)
   
 27
Total interest bearing liabilities
 
 165
   
 (26)
   
 139
Net interest income (tax-equivalent basis)
$
 1,878
 
$
 (235)
 
$
 1,643

Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.


 
44

Comparison of Operating Results for The Three Months Ended September 30, 2016 to September 30, 2015

General

For the three months ended September 30, 2016, net income totaled $612,000 compared to $1,777,000 earned in the similar period in 2015.  The decrease in net income for the three months ended September 30, 2016 was due primarily to $1,659,000 of merger related expenses and approximately $795,000 of expenses related to the operations of the twelve new community offices acquired.   Earnings per share for the current period were $.15 per share for basic and fully diluted compared to $.48 per share for basic and fully diluted shares for the three months ended September 30, 2015.  The resulting annualized return on average assets and annualized return on average equity for the three months ended September 30, 2016 were 0.24% and 2.13%, respectively, compared to 0.95% and 6.95%, respectively, for the similar period in 2015.

The following table sets forth changes in net income:


     
     
(dollars in thousands)
Three months ended
 
September 30, 2016 to September 30, 2015
Net income three months ended September 30, 2015
$
 1,777
Change due to:
   
Net interest income
 
 1,517
Provision for loan losses
 
 270
Net gain on sales of loans and securities
 
 (79)
Other income
 
 407
Salaries and employee benefits
 
 (895)
Occupancy, furniture and equipment
 
 (282)
Foreclosed real estate owned
 
 (72)
Merger related
 
 (1,659)
All other expenses
 
 (701)
Income tax expense
 
 329
     
Net income three months ended September 30, 2016
$
 612


Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the three months ended September 30, 2016 totaled $8,056,000 which was $1,643,000 higher than the comparable period in 2015.  The increase in net interest income includes a $1,354,000 increase in interest income (fte) on loans and a $410,000 increase in interest income (fte) on other interest-earning assets resulting primarily from the acquisition.  The fte net interest spread and net interest margin were 3.37% and 3.50%, respectively, for the three months ended September 30, 2016 compared to 3.53% and 3.68%, respectively, for the similar period in 2015.

Interest income (fte) totaled $9,014,000 with a yield on average earning assets of 3.92% compared to $7,232,000 and 4.15% for the 2015 period. Average loans increased $122.3 million over the comparable period of last year primarily due to the acquisition, while average securities increased $89.1 million.  Average earning assets totaled $919.8 million for the three months ended September 30, 2016, an increase of $222.7 million over the average for the similar period in 2015.


45



Interest expense for the three months ended September 30, 2016 totaled $958,000 at an average cost of 0.55% compared to $819,000 and 0.62% for the similar period in 2015.  The decline in average cost reflects the increase in lower costing core deposits acquired.  The cost of time deposits, which is the most significant component of funding, decreased to 0.92% from 1.03% for the similar period in the prior year.

Provision for Loan Losses

The Company's provision for loan losses for the three months ended September 30, 2016 was $450,000 compared to $720,000 for the three months ended September 30, 2015.  The Company makes provisions for loan losses in an amount necessary to maintain the allowance for loan losses at an acceptable level.  Net charge-offs were $84,000 for the quarter ended September 30, 2016 compared to $920,000 for the similar period in 2015.

Other Income

Other income totaled $1,399,000 for the three months ended September 30, 2016 compared to $1,071,000 for the similar period in 2015.  Net gains from the sale of loans and securities decreased $79,000 compared to the same period of 2015. All other items of other income increased $407,000, net, compared to the same period of last year due primarily to the acquisition.

Other Expense

Other expense for the three months ended September 30, 2016 totaled $7,679,000 which was $3,609,000 higher than the same period of 2015.  Merger related expenses totaled $1,659,000 during the current year period while costs related to the operations of the offices acquired totaled $795,000.  All other operating expenses increased $1,155,000, net.

Income Tax Expense

Income tax expense totaled $228,000 for an effective tax rate of 27.1% for the period ending September 30, 2016 compared to $557,000 for an effective tax rate of 23.9% for the similar period in 2015. The increase in the effective tax rate reflects expenses related to the acquisition which are non-deductible for tax purposes.

 
46



Results of Operations
NORWOOD FINANCIAL CORP.
Consolidated Average Balance Sheets with Resultant Interest and Rates

                                   
                                   
(Tax-Equivalent Basis,
Nine Months Ended September 30,
dollars in thousands)
2016
 
2015
 
Average
     
Average
 
Average
     
Average
 
Balance
 
Interest
 
   Rate
 
Balance
 
Interest
 
    Rate
 
(2)
 
(1)
 
(3)
 
(2)
 
(1)
 
(3)
Assets
                                 
Interest-earning assets:
                                 
  Interest bearing deposits with banks
$
 7,117
 
$
 28
   
     0.52%
 
$
 7,960
 
$
 15
   
    0.25%
   Securities available for sale:
                                 
     Taxable
 
 101,851
   
 1,503
   
 1.97
   
 97,310
   
 1,509
   
2.07
     Tax-exempt (1)
 
 72,763
   
 2,279
   
 4.18
   
 59,068
   
 2,084
   
4.70
        Total securities available for sale (1)
 
 174,614
   
 3,782
   
 2.89
   
 156,378
   
 3,593
   
3.06
     Loans receivable (1) (4) (5)
 
 598,808
   
 20,187
   
 4.49
   
 523,269
   
 18,230
   
4.65
        Total interest-earning assets
 
 780,539
   
 23,997
   
 4.10
   
 687,607
   
 21,838
   
4.23
Non-interest earning assets:
                                 
   Cash and due from banks
 
 10,034
               
 8,492
           
   Allowance for loan losses
 
 (6,845)
               
 (6,001)
           
   Other assets
 
 56,345
               
 45,052
           
        Total non-interest earning assets
 
 59,534
               
 47,543
           
Total Assets
$
 840,073
             
$
 735,150
           
Liabilities and Stockholders' Equity
                                 
Interest-bearing liabilities:
                                 
   Interest-bearing demand and money market
$
 195,501
 
$
 243
   
 0.17
 
$
 178,248
 
$
 226
   
0.17
   Savings
 
 104,281
   
 42
   
 0.05
   
 74,756
   
 28
   
0.05
   Time
 
 213,518
   
 1,553
   
 0.97
   
 214,076
   
 1,579
   
0.98
      Total interest-bearing deposits
 
 513,300
   
 1,838
   
 0.48
   
 467,080
   
 1,833
   
0.52
Short-term borrowings
 
 42,931
   
 142
   
 0.44
   
 29,065
   
 47
   
0.22
Other borrowings
 
 37,656
   
 669
   
 2.37
   
 28,056
   
 553
   
2.63
   Total interest bearing liabilities
 
 593,887
   
 2,649
   
 0.59
   
 524,201
   
 2,433
   
0.62
Non-interest bearing liabilities:
                                 
   Demand deposits
 
 132,263
               
 105,677
           
   Other liabilities
 
 6,955
               
 4,250
           
      Total non-interest bearing liabilities
 
 139,218
               
 109,927
           
   Stockholders' equity
 
 106,968
               
 101,022
           
Total Liabilities and Stockholders' Equity
$
 840,073
             
$
 735,150
           
                                   
Net interest income (tax equivalent basis)
       
 21,348
   
     3.50%
         
 19,405
   
     3.62%
Tax-equivalent basis adjustment
       
 (1,209)
               
 (996)
     
Net interest income
     
$
 20,139
             
$
 18,409
     
Net interest margin (tax equivalent basis)
             
     3.65%
               
     3.76%
(1)
Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 34%.
(2)
Average balances have been calculated based on daily balances.
(3)
Annualized
(4)
Loan balances include non-accrual loans and are net of unearned income.
(5)
Loan yields include the effect of amortization of deferred fees, net of costs.



47



Rate/Volume Analysis.  The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.

 

                 
                 
 
Increase/(Decrease)
 
Nine months ended September 30, 2016  Compared to
 
Nine months ended September 30, 2015
 
Variance due to
 
Volume
 
Rate
 
Net
                 
 
(dollars in thousands)
                 
Interest earning assets:
               
Interest bearing deposits with banks
$
 (3)
 
$
 16
 
$
 13
Securities available for sale:
               
Taxable
 
 45
   
 (51)
   
 (6)
Tax-exempt securities
 
 345
   
 (150)
   
 195
Total securities
 
 390
   
 (201)
   
 189
Loans receivable
 
 2,273
   
 (316)
   
 1,957
Total interest earning assets
 
 2,660
   
 (501)
   
 2,159
                 
Interest bearing liabilities:
               
Interest-bearing demand and money market
 
 17
   
 -
   
 17
Savings
 
 14
   
 -
   
 14
Time
 
 (5)
   
 (21)
   
 (26)
Total interest bearing deposits
 
 26
   
 (21)
   
 5
Short-term borrowings
 
 38
   
 57
   
 95
Other borrowings
 
 183
   
 (67)
   
 116
Total interest bearing liabilities
 
 247
   
 (31)
   
 216
Net interest income (tax-equivalent basis)
$
 2,413
 
$
 (470)
 
$
 1,943

Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.



48


Comparison of Operating Results for The Nine Months Ended September 30, 2016 to September 30, 2015

General

For the nine months ended September 30, 2016, net income totaled $4,365,000 compared to $5,781,000 earned in the similar period in 2015.  The decrease in net income for the nine months ended September 30, 2016 was due primarily to $1,664,000 of expenses related to the acquisition of Delaware Bancshares, Inc., as well as approximately $795,000 of costs to operate the twelve offices acquired. Earnings per share for the current period were $1.16 per share for basic and $1.15 per share fully diluted compared to $1.57 per share for basic and fully diluted shares for the nine months ended September 30, 2015.  The resulting annualized return on average assets and annualized return on average equity for the nine months ended September 30, 2016 was 0.69% and 5.45%, respectively, compared to 1.05% and 7.65%, respectively, for the similar period in 2015.

The following table sets forth changes in net income:



     
     
   
(dollars in thousands)
Nine months ended
 
September 30, 2016 to September 30, 2015
Net income nine months ended September 30, 2015
$
 5,781
Change due to:
   
Net interest income
 
 1,730
Provision for loan losses
 
 160
Gain on sales of loans and securities
 
 (241)
Other income
 
 447
Salaries and employee benefits
 
 (1,237)
Occupancy, furniture and equipment
 
 (165)
Foreclosed real estate owned
 
 (146)
Merger related
 
 (1,664)
All other expenses
 
 (919)
Income tax expense
 
 619
     
Net income nine months ended September 30, 2016
$
 4,365

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the nine months ended September 30, 2016 totaled $21,348,000 which was $1,943,000 higher than the comparable period in 2015.  The increase in net interest income largely reflects the benefits from assets acquired.  The fte net interest spread and net interest margin were 3.50% and 3.65%, respectively, for the nine months ended September 30, 2016 compared to 3.62% and 3.76%, respectively, for the similar period in 2015.

Interest income (fte) totaled $23,997,000 with a yield on average earning assets of 4.10% compared to $21,838,000 and 4.23% for the 2015 period. Average loans increased $75.5 million over the comparable period of last year due to the acquisition while average securities also increased $18.2 million.  Average earning assets totaled $780.5 million for the nine months ended September 30, 2016, an increase of $92.9 million over the average for the similar period in 2015.

Interest expense for the nine months ended September 30, 2016 totaled $2,649,000 at an average cost of 0.59% compared to $2,433,000 and 0.62% for the similar period in 2015.  The cost of time deposits, which is the most significant component of funding, decreased to 0.97% from 0.98% for the similar period in the prior year.  As time deposits matured, they repriced at the current market rates.
 
 
 
49


 
Provision for Loan Losses

The Company's provision for loan losses for the nine months ended September 30, 2016 was $1,600,000 compared to $1,760,000 for the nine months ended September 30, 2015.  The Company makes provisions for loan losses in an amount necessary to maintain the allowance for loan losses at an acceptable level.  Net charge-offs were $2,734,000 for the nine months ended September 30, 2016 compared to $1,888,000 for the similar period in 2015.

Other Income

Other income totaled $3,689,000 for the nine months ended September 30, 2016 compared to $3,483,000 for the similar period in 2015.  Net gains from the sale of loans and securities decreased $241,000 compared to the same period of 2015. All other items of other income increased $447,000, net, compared to the same period of last year.

Other Expense

Other expense for the nine months ended September 30, 2016 totaled $16,556,000 which was $4,131,000 higher than the same period of 2015.  Merger costs totaled $1,664,000 in the current period while costs to operate the offices acquired totaled $795,000.  All other operating expenses increased $1,672,000, net.

Income Tax Expense

Income tax expense totaled $1,307,000 for an effective tax rate of 23.0% for the period ending September 30, 2016 compared to $1,926,000 for an effective tax rate of 25.0% for the similar period in 2015. The reduction in the effective tax rate reflects an increase in the level of tax-exempt income.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Interest rate sensitivity and the repricing characteristics of assets and liabilities are managed by the Asset and Liability Management Committee (ALCO).  The principal objective of ALCO is to maximize net interest income within acceptable levels of risk, which are established by policy.  Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates.

Net interest income, which is the primary source of the Company's earnings, is impacted by changes in interest rates and the relationship of different interest rates.  To manage the impact of the rate changes, the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approximately the same time intervals.  The Company uses net interest simulation to assist in interest rate risk management.  The process includes simulating various interest rate environments and their impact on net interest income.  As of September 30, 2016, the level of net interest income at risk in a ±200 basis point change in interest rates was within the Company's policy limits.  The Company's policy allows for a decline of no more than 8% of net interest income for a ± 200 basis point shift in interest rates.

Imbalance in repricing opportunities at a given point in time reflects interest-sensitivity gaps measured as the difference between rate-sensitive assets (RSA) and rate-sensitive liabilities (RSL).  These are static gap measurements that do not take into account any future activity, and as such are principally used as early indications of potential interest rate exposures over specific intervals.
 
 
50

 

 
As of September 30, 2016, the Company had a positive 90-day interest sensitivity gap of $51.7 million or 4.6% of total assets, compared to the $38.8 million or 5.2% of total assets as of December 31, 2015.  Rate sensitive assets repricing within 90 days increased $52.2 million due primarily to a $32.5 million increase in loans repricing.  The majority of this increase reflects new loans acquired.  Rate sensitive liabilities increased $39.3 million since year end due to a $50.7 million increase in deposits.  A positive gap means that rate-sensitive assets are greater than rate-sensitive liabilities at the time interval.  This would indicate that in a rising rate environment, the yield on interest-earning assets could increase faster than the cost of interest-bearing liabilities in the 90-day time frame.  The repricing intervals are managed by ALCO strategies, including adjusting the average life of the investment portfolio, pricing of deposit liabilities to attract longer term time deposits, loan pricing to encourage variable rate products and evaluation of loan sales of long-term fixed rate mortgages.

Certain interest-bearing deposits with no stated maturity dates are included in the interest-sensitivity table below.  The balances allocated to the respective time periods represent an estimate of the total outstanding balance that has the potential to migrate through withdrawal or transfer to time deposits, thereby impacting the interest-sensitivity position of the Company.  The estimates were derived from industry-wide statistical information and do not represent historical results.


September 30, 2016
Rate Sensitivity Table
(dollars in thousands)


                             
                             
 
3 Months
 
3-12 Months
 
1 to 3 Years
 
Over 3 Years
 
Total
Federal funds sold and interest bearing deposits
$
 13,629
 
$
 -
 
$
 100
 
$
 -
 
$
 13,729
Securities
 
 10,310
   
 26,262
   
 59,582
   
 213,972
   
 310,126
Loans Receivable
 
 161,944
   
 161,183
   
 193,287
   
 189,785
   
 706,199
  Total RSA
$
 185,883
 
$
 187,445
 
$
 252,969
 
$
 403,757
 
$
 1,030,054
                             
Non-maturity interest-bearing deposits
$
 70,248
 
$
 74,399
 
$
 198,304
 
$
 103,399
 
$
 446,350
Time Deposits
 
 46,095
   
 109,264
   
 89,342
   
 30,712
   
 275,413
Other
 
 17,824
   
 28,016
   
 24,793
   
 5,065
   
 75,698
  Total RSL
$
 134,167
 
$
 211,679
 
$
 312,439
 
$
 139,176
 
$
 797,461
                             
                             
Interest Sensitivity Gap
$
 51,716
 
$
 (24,234)
 
$
 (59,470)
 
$
 264,581
 
$
 232,593
Cumulative Gap
 
 51,716
   
 27,482
   
 (31,988)
   
 232,593
     
RSA/RSL-cumulative
 
138.5%
   
107.9%
   
95.1%
   
129.2%
     
                             
December 31, 2015
                           
                             
Interest Sensitivity Gap
$
 38,817
 
$
 11,614
 
$
 (57,114)
 
$
 168,269
 
$
 161,586
Cumulative Gap
 
 38,817
   
 50,431
   
 (6,683)
   
 161,586
     
RSA/RSL-cumulative
 
140.9%
   
122.8%
   
98.5%
   
130.1%
     


51



Item 4.  Controls and Procedures

The Company's management evaluated, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company's disclosure controls and procedures, as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There were no changes in the Company's internal control over financial reporting that occurred during the Company's last 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

Reference is made to Part II, Item 1 in the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.

Item 1A. Risk Factors

There have been no material changes in the risk factors affecting the Company that were identified in Item 1A of Part 1 of the Company's Form 10-K for the year ended December 31, 2015.

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

None

Item 3.  Defaults Upon Senior Securities

Not applicable

Item 4.  Mine Safety Disclosures

Not applicable

Item 5.  Other Information

None



52




Item 6.  Exhibits

   
No.
Description
   
3(i)
Articles of Incorporation of Norwood Financial Corp.(1)
3(ii)
Bylaws of Norwood Financial Corp. (2)
4.0
Specimen Stock Certificate of Norwood Financial Corp. (1)
4.1
Amended and Restated Declaration of Trust, dated as of October 31, 2007*
4.2
Indenture, dated October 31, 2007, between Wells Fargo Bank National Association, as trustee, and Delaware Bancshares, Inc.*
4.3
First Supplemental Indenture, dated as of July 31, 2016, by and between Wells Fargo Bank, National Association, as Trustee, Delaware Bancshares, Inc. and Norwood Financial Corp.*
10.1
Employment Agreement with Lewis J. Critelli (3)
10.2
Change in Control Severance Agreement with William S. Lance(3)
10.3
Norwood Financial Corp. Stock Option Plan (4)
10.4
Change in Control Severance Agreement with Robert J. Mancuso(5)
10.5
Salary Continuation Agreement between the Bank and William W. Davis, Jr. (6)
10.6
Salary Continuation Agreement between the Bank and Lewis J. Critelli (6)
10.7
1999 Directors Stock Compensation Plan (4)
10.8
Salary Continuation Agreement between the Bank and John H. Sanders (7)
10.9
2006 Stock Option Plan (8)
10.10
First and Second Amendments to Salary Continuation Agreement with William W. Davis, Jr. (9)
10.11
First and Second Amendments to Salary Continuation Agreement with Lewis J. Critelli (9)
10.12
First and Second Amendments to Salary Continuation Agreement with John H. Sanders (9)
10.13
Change In Control Severance Agreement with James F. Burke(10)
10.14
2014 Equity Incentive Plan(11)
10.15
Addendum to Change in Control Severance Agreement with William S. Lance (12)
31.1
Rule 13a-14(a)/15d-14(a) Certification of CEO
31.2
Rule 13a-14(a)/15d-14(a) Certification of CFO
32
Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of Sarbanes Oxley Act of 2002
101
Interactive Data Files

 *  Not filed in accordance with the provisions of Item 601(b)(4)(iii)(A) of Regulation S-K.  The Registrant
     undertakes to provide a copy of this document to the Commission upon request.

(1)
Incorporated herein by reference into this document from the Exhibits to Form 10, Registration Statement initially filed with the Commission on April 29, 1996, Registration No. 0-28364
(2)
Incorporated by reference into this document from the identically numbered exhibit to the Registrant's Form 10-Q filed with the Commission on August 8, 2014.

(3)
Incorporated by reference into this document from the identically numbered exhibits to the Registrant's Form 10-K filed with the Commission on March 15, 2010.

(4)
Incorporated herein by reference to the identically numbered exhibits of the Registrant's Form 10-K filed with the Commission on March 23, 2000.

(5)
Incorporated by reference into this document from the identically numbered exhibit to the Registrant's Form 10-K filed with the Commission on March 14, 2013, File No. 0-28364.

(6)
Incorporated by reference into this document from the Exhibits to Form S-8 filed with the Commission on August 14, 1998, File No. 333-61487.
 
 
 
53


 
(7)
Incorporated herein by reference to the identically numbered exhibit to the Registrant's Form 10-K filed with the Commission on March 22, 2004.

(8)
Incorporated by reference to this document from Exhibit 4.1 to Registrant's Registration Statement on Form S-8 (File No. 333-134831) filed with the Commission on June 8, 2006.

(9)
Incorporated herein by reference from the Exhibits to the Registrant's Current Report on Form 8-K filed on April 4, 2006.

(10)
Incorporated by reference from the identically numbered exhibit to the Registrant's Form 10-Q filed with the Commission on November 7, 2013.

(11)
Incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-8 (File No. 333-195643) filed with the Commission on May 2, 2014.

(12)
Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on February 18, 2015.

54

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.


           
         
NORWOOD FINANCIAL CORP.
 
           
Date:
November 9, 2016
 
By:
 
/s/ Lewis J. Critelli
 
         
Lewis J. Critelli
 
         
President and Chief Executive Officer
 
         
(Principal Executive Officer)
 
             
Date:
November 9, 2016
 
By:
 
/s/ William S. Lance
 
         
William S. Lance
 
         
Executive Vice President and
 
         
Chief Financial Officer
 
         
(Principal Financial Officer)
 


 

 

55