CNB FINANCIAL CORP/PA - FORM 10-Q

CNB FINANCIAL CORP/PA - FORM 10-Q - November 9, 2017

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Attached files

CNB FINANCIAL CORP/PA Reports

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EX-32.2 - EX-32.2 - CNB FINANCIAL CORP/PA	d435195dex322.htm
EX-32.1 - EX-32.1 - CNB FINANCIAL CORP/PA	d435195dex321.htm
EX-31.2 - EX-31.2 - CNB FINANCIAL CORP/PA	d435195dex312.htm
EX-31.1 - EX-31.1 - CNB FINANCIAL CORP/PA	d435195dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

☐	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 000-13396

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

25-1450605

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1 South Second Street

P.O. Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices)

Registrant’s telephone number, including area code, (814) 765-9621

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares outstanding of the issuer’s common stock as of November 6, 2017

COMMON STOCK NO PAR VALUE PER SHARE: 15,283,647 SHARES

INDEX

PART I.

FINANCIAL INFORMATION


	Page Number

ITEM 1 – Financial Statements

Consolidated Balance Sheets – September 30, 2017 (unaudited) and December 31, 2016		1

Consolidated Statements of Income – Three months ended September 30, 2017 and 2016 (unaudited)		2

Consolidated Statements of Income – Nine months ended September 30, 2017 and 2016 (unaudited)		3

Consolidated Statements of Comprehensive Income – Three and nine months ended September 30, 2017 and 2016 (unaudited)		4

Consolidated Statements of Cash Flows – Nine months ended September 30, 2017 and 2016 (unaudited)		5

Notes to Consolidated Financial Statements		6

ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		27

ITEM 3 – Quantitative and Qualitative Disclosures about Market Risk		39

ITEM 4 – Controls and Procedures		40

PART II. OTHER INFORMATION

ITEM 1 – Legal Proceedings		41

ITEM 1A – Risk Factors		41

ITEM 6 – Exhibits		41

Signatures		42

Forward-Looking Statements

This quarterly report on form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the financial condition, liquidity, results of operations, future performance and our business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond our control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) changes in general business, industry or economic conditions or competition; (ii) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (iii) adverse changes or conditions in capital and financial markets; (iv) changes in interest rates; (v) higher than expected costs or other difficulties related to integration of combined or merged businesses; (vi) the inability to realize expected cost savings or achieve other anticipated benefits in connection with business combinations and other acquisitions; (vii) changes in the quality or composition of our loan and investment portfolios; (viii) adequacy of loan loss reserves; (ix) increased competition; (x) loss of certain key officers; (xi) continued relationships with major customers; (xii) deposit attrition; (xiii) rapidly changing technology; (xiv) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xv) changes in the cost of funds, demand for loan products or demand for financial services; (xvi) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices; and (xvii) our success at managing the foregoing items. Some of these and other factors are discussed in our annual and quarterly reports filed with the Securities and Exchange Commission (SEC). Such factors could have an adverse impact on our financial position and our results of operations.

The forward-looking statements contained herein are based upon management’s beliefs and assumptions. Any forward-looking statement made herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Part I Financial Information

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

Dollars in thousands, except share data


	(unaudited)
	September 30,			December 31,
	2017			2016
ASSETS
Cash and due from banks	$	32,869		$	26,937
Interest bearing deposits with other banks		2,806			2,246

Total cash and cash equivalents		35,675			29,183
Securities available for sale		424,761			495,835
Trading securities		5,981			4,858
Loans held for sale		1,672			7,528
Loans		2,102,195			1,876,966
Less: unearned discount		(3,621	)		(3,430	)
Less: allowance for loan losses		(17,849	)		(16,330	)

Net loans		2,080,725			1,857,206
FHLB and other equity interests		26,145			19,186
Premises and equipment, net		50,165			49,522
Bank owned life insurance		54,688			44,273
Mortgage servicing rights		1,384			1,391
Goodwill		38,730			38,730
Core deposit intangible		1,888			2,854
Accrued interest receivable and other assets		23,255			23,255

Total Assets	$	2,745,069		$	2,573,821

LIABILITIES AND SHAREHOLDERS’ EQUITY
Non-interest bearing deposits	$	313,543		$	289,922
Interest bearing deposits		1,747,067			1,727,600

Total deposits		2,060,610			2,017,522
Short-term borrowings		141,737			134,078
FHLB and other long term borrowings		200,421			102,926
Subordinated debentures		70,620			70,620
Deposits held for sale		0			6,456
Accrued interest payable and other liabilities		27,233			30,435

Total liabilities		2,500,621			2,362,037

Common stock, $0 par value; authorized 50,000,000 shares; issued 15,308,378 shares at September 30, 2017 and 14,473,482 shares at December 31, 2016		0			0
Additional paid in capital		96,697			77,737
Retained earnings		147,132			134,295
Treasury stock, at cost (23,142 shares at September 30, 2017 and 5,667 shares at December 31, 2016)		(544	)		(127	)
Accumulated other comprehensive income (loss)		1,163			(121	)

Total shareholders’ equity		244,448			211,784

Total Liabilities and Shareholders’ Equity	$	2,745,069		$	2,573,821

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

Dollars in thousands, except per share data


	Three months ended
	September 30,
	2017		2016
INTEREST AND DIVIDEND INCOME:
Loans including fees	$	25,215	$	21,749
Securities:
Taxable		1,970		2,257
Tax-exempt		692		825
Dividends		192		127

Total interest and dividend income		28,069		24,958

INTEREST EXPENSE:
Deposits		2,345		2,195
Borrowed funds		1,225		633
Subordinated debentures (includes $71 and $84 accumulated other comprehensive income reclassification for change in fair value of interest rate swap agreements in 2017 and 2016, respectively)		982		197

Total interest expense		4,552		3,025

NET INTEREST INCOME		23,517		21,933
PROVISION FOR LOAN LOSSES		1,400		622

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		22,117		21,311

NON-INTEREST INCOME:
Service charges on deposit accounts		1,244		1,162
Other service charges and fees		587		653
Wealth and asset management fees		952		795
Net realized gains on available-for-sale securities (includes $5 and $0 accumulated other comprehensive income reclassifications for net realized gains on available-for-sale securities in 2017 and 2016, respectively)		5		0
Net realized and unrealized gains on trading securities		160		235
Mortgage banking		237		388
Bank owned life insurance		592		281
Card processing and interchange income		942		876
Other		313		81

Total non-interest income		5,032		4,471

NON-INTEREST EXPENSES:
Salaries and benefits		9,101		8,506
Net occupancy expense		2,219		2,212
Amortization of core deposit intangible		305		347
Data processing		1,031		1,022
State and local taxes		710		595
Legal, professional, and examination fees		561		464
Advertising		495		427
FDIC insurance premiums		295		387
Core processing conversion costs		0		42
Merger costs		0		266
Card processing and interchange expenses		541		587
Other		2,360		2,241

Total non-interest expenses		17,618		17,096

INCOME BEFORE INCOME TAXES		9,531		8,686
INCOME TAX EXPENSE (includes ($23) and ($28) income tax expense from reclassification items in 2017 and 2016, respectively)		2,285		2,270

NET INCOME	$	7,246	$	6,416

EARNINGS PER SHARE:
Basic	$	0.47	$	0.44
Diluted	$	0.47	$	0.44
DIVIDENDS PER SHARE:
Cash dividends per share	$	0.165	$	0.165

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

Dollars in thousands, except per share data


	Nine months ended
	September 30,
	2017		2016
INTEREST AND DIVIDEND INCOME:
Loans including fees	$	71,100	$	59,478
Securities:
Taxable		6,286		7,026
Tax-exempt		2,266		2,575
Dividends		524		418

Total interest and dividend income		80,176		69,497

INTEREST EXPENSE:
Deposits		6,709		6,288
Borrowed funds		2,819		2,341
Subordinated debentures (includes $220 and $260 accumulated other comprehensive income reclassification for change in fair value of interest rate swap agreements in 2017 and 2016, respectively)		2,940		590

Total interest expense		12,468		9,219

NET INTEREST INCOME		67,708		60,278
PROVISION FOR LOAN LOSSES		3,550		2,038

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		64,158		58,240

NON-INTEREST INCOME:
Service charges on deposit accounts		3,499		3,149
Other service charges and fees		1,675		1,837
Wealth and asset management fees		2,775		2,298
Net realized gains on available-for-sale securities (includes $1,543 and $1,005 accumulated other comprehensive income reclassifications for net realized gains on available-for-sale securities in 2017 and 2016, respectively)		1,543		1,005
Net realized and unrealized gains on trading securities		475		265
Mortgage banking		668		706
Bank owned life insurance		1,308		807
Card processing and interchange income		2,790		2,499
Gain on sale of branch		536		0
Other		625		501

Total non-interest income		15,894		13,067

NON-INTEREST EXPENSES:
Salaries and benefits		27,008		23,905
Net occupancy expense		7,016		5,932
Amortization of core deposit intangible		967		779
Data processing		3,011		3,395
State and local taxes		2,063		1,645
Legal, professional, and examination fees		1,776		1,202
Advertising		1,527		1,306
FDIC insurance premiums		869		1,049
Prepayment penalties – long-term borrowings		0		1,506
Core processing conversion costs		0		1,597
Merger costs		0		481
Card processing and interchange expenses		1,577		1,670
Other		6,635		6,196

Total non-interest expenses		52,449		50,663

INCOME BEFORE INCOME TAXES		27,603		20,644
INCOME TAX EXPENSE (includes $463 and $262 income tax expense from reclassification items in 2017 and 2016, respectively)		7,194		5,144

NET INCOME	$	20,409	$	15,500

EARNINGS PER SHARE:
Basic	$	1.34	$	1.07
Diluted	$	1.34	$	1.07
DIVIDENDS PER SHARE:
Cash dividends per share	$	0.495	$	0.495

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Dollars in thousands


	Three months ended					Nine months ended
	September 30,					September 30,
	2017			2016		2017			2016
NET INCOME	$	7,246		$	6,416	$	20,409		$	15,500
Other comprehensive income (loss), net of tax:
Net change in fair value of interest rate swap agreement designated as cash flow hedge:
Unrealized gain (loss) on interest rate swap, net of tax of $0 and ($17) for the three months ended September 30, 2017 and 2016, and $1 and $42 for the nine months ended September 30, 2017 and 2016		0			32		(2	)		(77	)
Reclassification adjustment for losses recognized in earnings, net of tax of ($25) and ($29) for the three months ended September 30, 2017 and 2016, and ($77) and ($91) for the nine months ended September 30, 2017 and 2016		46			55		143			169

		46			87		141			92

Net change in unrealized gains on securities available for sale:
Unrealized gains on other-than-temporarily impaired securities available for sale:
Unrealized gains (losses) arising during the period, net of tax of $0 and $0 for the three months ended September 30, 2017 and 2016, and ($47) and $276 for the nine months ended September 30, 2017 and 2016		0			0		87			(513	)
Reclassification adjustment for realized gains included in net income, net of tax of $0 and $0 for the three months ended September 30, 2017 and 2016, and $484 and $323 for the nine months ended September 30, 2017 and 2016		0			0		(899	)		(599	)

		0			0		(812	)		(1,112	)

Unrealized gains on other securities available for sale:
Unrealized gains (loss) arising during the period, net of tax of $433 and ($103) for the three months ended September 30, 2017 and 2016, and ($1,111) and ($3,039) for the nine months ended September 30, 2017 and 2016		(814	)		187		2,059			5,641
Reclassification adjustment for realized gains included in net income, net of tax of $2 and $0 for the three months ended September 30, 2017 and 2016, and $56 and $29 for the nine months ended September 30, 2017 and 2016		(3	)		0		(104	)		(54	)

		(817	)		187		1,955			5,587

Other comprehensive income (loss)		(771	)		274		1,284			4,567

COMPREHENSIVE INCOME	$	6,475		$	6,690	$	21,693		$	20,067

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Dollars in thousands


	Nine months ended
	September 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	20,409		$	15,500
Adjustments to reconcile net income to net cash provided by operations:
Provision for loan losses		3,550			2,038
Depreciation and amortization of premises and equipment, core deposit intangible, and mortgage servicing rights		3,974			3,246
Amortization and accretion of securities premiums and discounts, deferred loan fees and costs, net yield and credit mark on acquired loans, and unearned income		(980	)		(1,051	)
Net realized gains on sales of available-for-sale securities		(1,543	)		(1,005	)
Net realized and unrealized gains on trading securities		(475	)		(265	)
Proceeds from sale of trading securities		402			468
Purchase of trading securities		(1,050	)		(271	)
Gain on sale of branch		(536	)		0
Gain on sale of loans		(253	)		(516	)
Net (gains) losses on dispositions of premises and equipment and foreclosed assets		(64	)		117
Proceeds from sale of loans		17,978			22,329
Origination of loans held for sale		(20,001	)		(23,335	)
Income on bank owned life insurance, including death benefit proceeds in excess of cash surrender value		(1,308	)		(807	)
Stock-based compensation expense		600			628
Contribution of treasury stock		0			106
Changes in:
Accrued interest receivable and other assets		2,829			(31,192	)
Accrued interest payable and other liabilities		(3,604	)		(7,085	)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		19,928			(21,095	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities, prepayments and calls of available-for-sale securities		59,347			44,360
Proceeds from sales of available-for-sale securities		15,374			4,420
Purchase of available-for-sale securities		(3,620	)		(2,221	)
Purchase of bank owned life insurance		(10,000	)		0
Proceeds from death benefit of bank owned life insurance policies		893			0
Net cash received from sale of branch		1,079			0
Net cash paid for Lake National Bank acquisition		0			(2,866	)
Loan origination and payments, net		(226,078	)		(102,014	)
Purchase of FHLB and other equity interests		(6,959	)		(1,776	)
Purchase of premises and equipment		(3,718	)		(6,082	)
Proceeds from the sale of premises and equipment and foreclosed assets		563			466

NET CASH USED IN BY INVESTING ACTIVITIES		(173,119	)		(65,713	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in:
Checking, money market and savings accounts		35,303			70,678
Certificates of deposit		8,864			(1,733	)
Purchase of treasury stock		(1,360	)		(23	)
Cash dividends paid		(7,572	)		(7,158	)
Proceeds from stock offering, net of issuance costs		19,294			0
Repayment of long-term borrowings		(42,505	)		(55,041	)
Advances from long-term borrowings		140,000			80,000
Proceeds from issuance of subordinated debentures		0			50,000
Net change in short-term borrowings		7,659			(40,272	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		159,683			96,451

NET INCREASE IN CASH AND CASH EQUIVALENTS		6,492			9,643
CASH AND CASH EQUIVALENTS, Beginning		29,183			27,261

CASH AND CASH EQUIVALENTS, Ending	$	35,675		$	36,904

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	12,699		$	9,506
Income taxes		6,000			3,966
SUPPLEMENTAL NONCASH DISCLOSURES:
Transfers to other real estate owned	$	239		$	49
Grant of restricted stock awards from treasury stock		943			875
Net assets transferred for sale of branch, excluding cash and cash equivalents		543			0
Net assets acquired from Lake National Bank, excluding cash and cash equivalents		0			2,866

See Notes to Consolidated Financial Statements

CNB FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.	BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared pursuant to rules and regulations of the SEC and in compliance with accounting principles generally accepted in the United States of America (“GAAP”). Because this report is based on an interim period, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

In the opinion of management of the registrant, the accompanying consolidated financial statements as of September 30, 2017 and for the three and nine month periods ended September 30, 2017 and 2016 include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition and the results of operations for the periods presented. The financial performance reported for CNB Financial Corporation (the “Corporation”) for the three and nine month periods ended September 30, 2017 is not necessarily indicative of the results to be expected for the full year. This information should be read in conjunction with the Corporation’s Annual Report on Form 10-K for the period ended December 31, 2016 (the “2016 Form 10-K”). All dollar amounts are stated in thousands, except share and per share data and other amounts as indicated. Certain prior period amounts have been reclassified to conform to the current period presentation.

2.	STOCK COMPENSATION

The Corporation has a stock incentive plan for key employees and independent directors. The stock incentive plan, which is administered by a committee of the Board of Directors, provides for aggregate grants of up to 500,000 shares of common stock in the form of nonqualified options or restricted stock. For key employees, the plan vesting is one-fourth of the granted options or restricted stock per year beginning one year after the grant date, with 100% vested on the fourth anniversary of the grant date. For independent directors, the vesting schedule is one-third of the granted options or restricted stock per year beginning one year after the grant date, with 100% vested on the third anniversary of the grant date.

At September 30, 2017, there was no unrecognized compensation cost related to nonvested stock options granted under this plan and no stock options were granted during the three and nine month periods ended September 30, 2017 and 2016.

On February 14, 2017, the Corporation’s Board of Directors granted performance-based restricted stock awards (“PBRSAs”) with a maximum of 10,000 shares to an employee. The number of PBRSAs will depend on certain performance conditions and are also subject to service-based vesting.

Compensation expense for the restricted stock awards is recognized over the requisite service period noted above based on the fair value of the shares at the date of grant. Nonvested restricted stock awards are recorded as a reduction of additional paid-in-capital in shareholders’ equity until earned. Compensation expense resulting from these restricted stock awards was $204 and $600 for the three and nine months ended September 30, 2017 and $216 and $628 for the three and nine months ended September 30, 2016. As of September 30, 2017, there was $1,578 of total unrecognized compensation cost related to unvested restricted stock awards.

A summary of changes in nonvested restricted stock awards for the three months ended September 30, 2017 follows:


				Per Share Weighted Average
	Shares			Grant Date Fair Value
Nonvested at beginning of period		99,233		$	20.68
Forfeited		(135	)		25.92
Vested		(250	)		18.58

Nonvested at end of period		98,848			20.68

A summary of changes in nonvested restricted stock awards for the nine months ended September 30, 2017 follows:


				Per Share Weighted Average
	Shares			Grant Date Fair Value
Nonvested at beginning of period		100,726		$	17.36
Granted		38,123			25.92
Forfeited		(285	)		21.56
Vested		(39,716	)		17.29

Nonvested at end of period		98,848		$	20.68

The fair value of shares vested was $6 and $3 during the three months ended September 30, 2017 and 2016, respectively. The fair value of shares vested was $929 and $559 during the nine months ended September 30, 2017 and 2016, respectively.

3.	FAIR VALUE

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy has also been established which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs are used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of most trading securities and securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

The Corporation’s structured pooled trust preferred securities are priced using Level 3 inputs. The decline in the level of observable inputs and market activity in this class of investments by the measurement date has been significant and resulted in unreliable external pricing. Broker pricing and bid/ask spreads, when available, vary widely, and the once-active market has become comparatively inactive. The Corporation engaged a third party consultant who has developed a model for pricing

these securities. Information such as historical and current performance of the underlying collateral, deferral and default rates, collateral coverage ratios, break in yield calculations, cash flow projections, liquidity and credit premiums required by a market participant, and financial trend analysis with respect to the individual issuing financial institutions and insurance companies are utilized in determining the security valuation. Due to market conditions as well as the limited trading activity of these types of securities, the market value of the Corporation’s structured pooled trust preferred securities are highly sensitive to assumption changes and market volatility.

The Corporation’s derivative instruments are interest rate swaps that are similar to those that trade in liquid markets. As such, significant fair value inputs can generally be verified and do not typically involve significant management judgments (Level 2 inputs).

The fair value of impaired loans with specific allocations for the allowance for loan losses is generally based on recent real estate appraisals prepared by third-parties. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management also adjusts appraised values based on the length of time that has passed since the appraisal date and other factors. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2017 and December 31, 2016:


				Fair Value Measurements at September 30, 2017 Using
				Quoted Prices in					Significant
				Active Markets for		Significant Other			Unobservable
				Identical Assets		Observable Inputs			Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities	$	121,596		$	0	$	121,596		$	0
States and political subdivisions		143,470			0		143,470			0
Residential and multi-family mortgage		103,253			0		103,253			0
Corporate notes and bonds		17,269			0		17,269			0
Pooled SBA		38,204			0		38,204			0
Other equity securities		969			969		0			0

Total Securities Available For Sale	$	424,761		$	969	$	423,792		$	0

Interest Rate swaps	$	233		$	0	$	233		$	0

Trading Securities:
Corporate equity securities	$	4,095		$	4,095	$	0		$	0
Mutual funds		1,371			1,371		0			0
Certificates of deposit		205			205		0			0
Corporate notes and bonds		257			257		0			0
U.S. Government sponsored entities		53			0		53			0

Total Trading Securities	$	5,981		$	5,928	$	53		$	0

Liabilities,
Interest rate swaps	$	(475	)	$	0	$	(475	)	$	0


				Fair Value Measurements at December 31, 2016 Using
				Quoted Prices in					Significant
				Active Markets for		Significant Other			Unobservable
				Identical Assets		Observable Inputs			Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities	$	140,351		$	0	$	140,351		$	0
States and political subdivisions		157,037			0		157,037			0
Residential and multi-family mortgage		134,976			0		134,976			0
Corporate notes and bonds		17,414			0		17,414			0
Pooled trust preferred		2,049			0		0			2,049
Pooled SBA		43,037			0		43,037			0
Other equity securities		971			971		0			0

Total Securities Available For Sale	$	495,835		$	971	$	492,815		$	2,049

Interest Rate swaps	$	211		$	0	$	211		$	0

Trading Securities:
Corporate equity securities	$	3,312		$	3,312	$	0		$	0
Mutual funds		1,037			1,037		0			0
Certificates of deposit		202			202		0			0
Corporate notes and bonds		254			254		0			0
U.S. Government sponsored entities		53			0		53			0

Total Trading Securities	$	4,858		$	4,805	$	53		$	0

Liabilities,
Interest rate swaps	$	(670	)	$	0	$	(670	)	$	0

The table below presents a reconciliation of the fair value of securities available for sale measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended September 30, 2017 and 2016:


	2017		2016
Balance, July 1	$	0	$	1,702
Total gains or (losses):
Included in other comprehensive income (unrealized)		0		0
Sale of available-for-sale securities		0		0

Balance, September 30	$	0	$	1,702


	2017			2016
Balance, January 1	$	2,049		$	3,413
Total gains or (losses):
Included in other comprehensive income (unrealized)		134			(922	)
Sale of available-for-sale securities		(2,183	)		(789	)

Balance, September 30	$	0		$	1,702

The following table presents quantitative information about Level 3 fair value measurements at December 31, 2016:


	Fair value		Valuation Technique	Unobservable Inputs	Input Utilized
Pooled trust preferred	$	2,049	Discounted cash flow	Collateral default rate	0.5% in 2016 and thereafter
				Yield (weighted average)	10%
				Prepayment speed	2.0% constant prepayment rate in 2016 and thereafter

At December 31, 2016, the significant unobservable inputs used in the fair value measurement of the Corporation’s pooled trust preferred securities were collateral default rate, yield, and prepayment speed. Significant increases in specific-issuer default assumptions or decreases in specific-issuer recovery assumptions would result in a lower fair value measurement. Conversely, decreases in specific-issuer default assumptions or increases in specific-issuer recovery assumptions would result in a higher fair value measurement.

Assets and liabilities measured at fair value on a non-recurring basis are as follows at September 30, 2017 and December 31, 2016:

Fair Value Measurements at September 30, 2017 Using

Quoted Prices in

Significant

Active Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

Inputs

Description

Total

(Level 1)

(Level 2)

(Level 3)

Assets:

Impaired loans:

Commercial mortgages

Fair Value Measurements at December 31, 2016 Using

Quoted Prices in

Significant

Active Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

Inputs

Description

Total

(Level 1)

(Level 2)

(Level 3)

Assets:

Impaired loans:

Commercial mortgages

2,067

Impaired loans, measured for impairment using the fair value of collateral for collateral dependent loans, had a recorded investment of $668 with a valuation allowance of $657 as of September 30, 2017, resulting in a negative provision for loan losses of ($22) and ($395) for the corresponding three and nine month periods ended September 30, 2017. Impaired loans had a recorded investment of $3,120 with a valuation allowance of $1,053 as of December 31, 2016. Impaired loans carried at fair value resulted in an additional negative provision for loan losses of ($95) and ($42) for the three and nine month periods ended September 30, 2016.

The estimated fair values of impaired collateral dependent loans such as commercial or residential mortgages are determined primarily through third-party appraisals. When a collateral dependent loan, such as a commercial or residential mortgage loan, becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal, and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral and a further reduction for estimated costs to sell the property is applied, which results in an amount that is considered to be the estimated fair value. If a loan becomes impaired and the appraisal of related loan collateral is outdated, management applies an appropriate adjustment factor based on its experience with current valuations of similar collateral in determining the loan’s estimated fair value and resulting allowance for loan losses. Third-party appraisals are not customarily obtained for unimpaired loans, unless in management’s view changes in circumstances warrant obtaining an updated appraisal.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at September 30, 2017:


	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Impaired loans – commercial mortgages	$	11	Discounted cash flow method	Discount used in discounted cash flow method	10% (10%)

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2016:


	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Impaired loans – commercial mortgages	$	2,067	Sales comparison approach and discounted cash flow method	Adjustment for differences between the comparable sales and discount used in discounted cash flow method	10% - 14% (13%)

Fair Value of Financial Instruments

The following table presents the carrying amount and fair value of financial instruments at September 30, 2017:


	Carrying			Fair Value Measurement Using:								Total
	Amount			Level 1			Level 2			Level 3		Fair Value
ASSETS
Cash and cash equivalents	$	35,675		$	35,675		$	0		$	0	$	35,675
Securities available for sale		424,761			969			423,792			0		424,761
Trading securities		5,981			5,928			53			0		5,981
Loans held for sale		1,672			0			1,673			0		1,673
Net loans		2,080,725			0			0			2,056,755		2,056,755
FHLB and other equity interests		26,145			n/a			n/a			n/a		n/a
Interest rate swaps		233			0			233			0		233
Accrued interest receivable		9,378			7			3,167			6,204		9,378

LIABILITIES
Deposits	$	(2,060,610	)	$	(1,820,972	)	$	(237,587	)	$	0	$	(2,058,559	)
FHLB and other borrowings		(342,158	)		0			(337,913	)		0		(337,913	)
Subordinated debentures		(70,620	)		0			(62,923	)		0		(62,923	)
Interest rate swaps		(475	)		0			(475	)		0		(475	)
Accrued interest payable		(279	)		0			(279	)		0		(279	)

The following table presents the carrying amount and fair value of financial instruments at December 31, 2016:


	Carrying		Fair Value Measurement Using:						Total
	Amount		Level 1		Level 2		Level 3		Fair Value
ASSETS
Cash and cash equivalents	$	29,183	$	29,183	$	0	$	0	$	29,183
Securities available for sale		495,835		971		492,815		2,049		495,835
Trading securities		4,858		4,805		53		0		4,858
Loans held for sale		7,528		0		7,553		0		7,553
Net loans		1,857,206		0		0		1,817,341		1,817,341
FHLB and other equity interests		19,186		n/a		n/a		n/a		n/a
Interest rate swaps		211		0		211		0		211


Accrued interest receivable		8,264			6			3,014			5,244	8,264
LIABILITIES
Deposits	$	(2,017,522	)	$	(1,786,748	)	$	(219,765	)	$	0	(2,006,513	)
FHLB and other borrowings		(237,004	)		0			(226,769	)		0	(226,769	)
Subordinated debentures		(70,620	)		0			(61,831	)		0	(61,831	)
Deposits held for sale		(6,456	)		0			(6,417	)		0	(6,417	)
Interest rate swaps		(670	)		0			(670	)		0	(670	)
Accrued interest payable		(510	)		0			(510	)		0	(510	)

The methods and assumptions, not otherwise presented, used to estimate fair values are described as follows:

Cash and cash equivalents: The carrying amounts of cash and cash equivalents approximate fair values and are classified as Level 1.

Interest bearing time deposits with other banks: The fair value of interest bearing time deposits with other banks is estimated using a discounted cash flow calculation that applies interest rates currently being offered to a schedule of aggregated expected monthly maturities, resulting in a Level 2 classification.

Loans held for sale: The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.

Loans: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values, resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality, resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

FHLB and other equity interests: It is not practical to determine the fair value of Federal Home Loan Bank stock and other equity interests due to restrictions placed on the transferability of these instruments.

Accrued interest receivable: The carrying amount of accrued interest receivable approximates fair value resulting in a classification that is consistent with the asset with which it is associated.

Deposits: The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (i.e. their carrying amount), resulting in a Level 1 classification. Fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits, resulting in a Level 2 classification.

Deposits held for sale: The fair value of deposits held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.

FHLB and other borrowings: The fair values of the Corporation’s FHLB and other borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements, resulting in a Level 2 classification.

Subordinated debentures: The fair value of the Corporation’s subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of arrangements, resulting in a Level 2 classification.

Accrued interest payable: The carrying amount of accrued interest payable approximates fair value resulting in a classification that is consistent with the liability with which it is associated.

While estimates of fair value are based on management’s judgment of the most appropriate factors as of the balance sheet date, there is no assurance that the estimated fair values would have been realized if the assets had been disposed of or the liabilities settled at that date, since market values may differ depending on various circumstances. The estimated fair values would also not apply to subsequent dates.

In addition, other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the disclosures. Also, non-financial assets such as, among other things, the estimated earnings power of core deposits, the earnings potential of trust accounts, the trained workforce, and customer goodwill, which typically are not recognized on the balance sheet, may have value but are not included in the fair value disclosures.

4.	SECURITIES

Securities available for sale at September 30, 2017 and December 31, 2016 are as follows:


	September 30, 2017									December 31, 2016
	Amortized		Unrealized					Fair		Amortized		Unrealized					Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
U.S. Gov’t sponsored entities	$	121,022	$	780	$	(206	)	$	121,596	$	139,823	$	1,107	$	(579	)	$	140,351
State & political subdivisions		138,825		4,911		(266	)		143,470		153,492		4,194		(649	)		157,037
Residential & multi-family mortgage		103,962		485		(1,194	)		103,253		136,807		551		(2,382	)		134,976
Corporate notes & bonds		17,610		85		(426	)		17,269		18,299		77		(962	)		17,414
Pooled trust preferred		0		0		0			0		800		1,249		0			2,049
Pooled SBA		38,417		406		(619	)		38,204		43,450		505		(918	)		43,037
Other equity securities		1,020		0		(51	)		969		1,020		0		(49	)		971

Total	$	420,856	$	6,667	$	(2,762	)	$	424,761	$	493,691	$	7,683	$	(5,539	)	$	495,835

At September 30, 2017 and December 31, 2016, there were no holdings of securities of any one issuer, other than the U.S. Government sponsored entities, in an amount greater than 10% of shareholders’ equity. The Corporation’s residential and multi-family mortgage securities are issued by government sponsored entities.

Trading securities at September 30, 2017 and December 31, 2016 are as follows:


	September 30, 2017		December 31, 2016
Corporate equity securities	$	4,095	$	3,312
Mutual funds		1,371		1,037
Certificates of deposit		205		202
Corporate notes and bonds		257		254
U.S. Government sponsored entities		53		53

Total	$	5,981	$	4,858

Securities with unrealized losses at September 30, 2017 and December 31, 2016, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

September 30, 2017


	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Gov’t sponsored entities	$	50,112	$	(204	)	$	3,398	$	(2	)	$	53,510	$	(206	)
State & political subdivisions		3,562		(50	)		1,524		(216	)		5,086		(266	)
Residential & multi-family mortgage		33,692		(259	)		44,212		(935	)		77,904		(1,194	)
Corporate notes & bonds		0		(0	)		9,068		(426	)		9,068		(426	)
Pooled SBA		4,671		(67	)		18,780		(552	)		23,451		(619	)
Other equity securities		0		(0	)		969		(51	)		969		(51	)

	$	92,037	$	(580	)	$	77,951	$	(2,182	)	$	169,988	$	(2,762	)

December 31, 2016


	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Gov’t sponsored entities	$	90,380	$	(579	)	$	0	$	(0	)	$	90,380	$	(579	)
State & political subdivisions		32,353		(448	)		264		(201	)		32,617		(649	)
Residential and multi-family mortgage		65,598		(1,255	)		34,611		(1,127	)		100,209		(2,382	)
Corporate notes & bonds		2,089		(11	)		8,476		(951	)		10,565		(962	)
Pooled SBA		6,481		(126	)		20,560		(792	)		27,041		(918	)
Other equity securities		0		(0	)		971		(49	)		971		(49	)

	$	196,901	$	(2,419	)	$	64,882	$	(3,120	)	$	261,783	$	(5,539	)

The Corporation evaluates securities for other-than-temporary impairment on a quarterly basis, or more frequently when economic or market conditions warrant such an evaluation.

A roll-forward of the other-than-temporary impairment amount related to credit losses for the three and nine months ended September 30, 2017 and 2016 is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017			2016
Balance of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in earnings, beginning of period	$	0	$	2,071	$	2,071		$	4,054
Credit losses previously recognized on securities sold during the period		0		0		(2,071	)		(1,983	)
Additional credit loss for which other-than-temporary impairment was not previously recognized		0		0		0			0
Additional credit loss for which other-than-temporary impairment was previously recognized		0		0		0			0

Balance of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in earnings, end of period	$	0	$	2,071	$	0		$	2,071

The adjusted amortized cost of structured pooled trust preferred securities as of December 31, 2016 is insignificant.

For the securities that comprise corporate notes and bonds and the securities that are issued by state and political subdivisions, management monitors publicly available financial information, such as filings with the Securities and Exchange Commission, in order to evaluate the securities for other-than-temporary impairment. For financial institution issuers, management monitors information from quarterly “call” report filings that are used to generate Uniform Bank Performance Reports. All other securities that were in an unrealized loss position at the balance sheet date were reviewed by management, and issuer-specific documents were reviewed as appropriate. When reviewing securities for other-than-temporary impairment, management considers the financial condition and near-term prospects of the issuer and whether downgrades by bond rating agencies have occurred. Management also considers the length of time and extent to which fair value has been less than cost, and whether management does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery.

As of September 30, 2017 and December 31, 2016, management concluded that the securities described in the previous paragraph were not other-than-temporarily impaired for the following reasons:

•

There is no indication of any significant deterioration of the creditworthiness of the institutions that issued the securities.

•

All contractual interest payments on the securities have been received as scheduled, and no information has come to management’s attention through the processes previously described which would lead to a conclusion that future contractual payments will not be timely received.

The Corporation does not intend to sell and it is not more likely than not that it will be required to sell the securities in an unrealized loss position before recovery of its amortized cost basis.

On September 30, 2017 and December 31, 2016, securities carried at $298,989 and $329,379, respectively, were pledged to secure public deposits and for other purposes as provided by law.

Information pertaining to security sales on available for sale securities is as follows:


	Proceeds		Gross Gains		Gross Losses
Three months ended September 30, 2017	$	7,757	$	76	($	71	)
Three months ended September 30, 2016	$	0	$	0	$	0
Nine months ended September 30, 2017	$	15,374	$	1,614	($	71	)
Nine months ended September 30, 2016	$	4,420	$	1,005	$	0

The tax provision related to these net realized gains was $2 and $540 during the three and nine months ended September 30, 2017 and $0 and $352 during the three and nine months ended September 30, 2016.

The following is a schedule of the contractual maturity of securities available for sale, excluding equity securities, at September 30, 2017:


	Amortized		Fair
	Cost		Value
1 year or less	$	49,501	$	49,346
1 year – 5 years		164,006		167,361
5 years – 10 years		57,416		59,157
After 10 years		6,534		6,471

		277,457		282,335
Residential and multi-family mortgage		103,962		103,253
Pooled SBA		38,417		38,204

Total debt securities	$	419,836	$	423,792

Mortgage and asset backed securities and pooled SBA securities are not due at a single date; periodic payments are received based on the payment patterns of the underlying collateral.

LOANS

Total net loans at September 30, 2017 and December 31, 2016 are summarized as follows:


	September 30, 2017			December 31, 2016
Commercial, industrial, and agricultural	$	663,944		$	567,800
Commercial mortgages		656,130			574,826
Residential real estate		697,059			652,883
Consumer		78,264			74,816
Credit cards		6,249			6,046
Overdrafts		549			595
Less: unearned discount		(3,621	)		(3,430	)
allowance for loan losses		(17,849	)		(16,330	)

Loans, net	$	2,080,725		$	1,857,206

At September 30, 2017 and December 31, 2016, net unamortized loan (fees) costs of $(2,744) and $(1,507), respectively, have been included in the carrying value of loans.

The Corporation’s outstanding loans and related unfunded commitments are primarily concentrated within Central and Western Pennsylvania, Central and Northeastern Ohio, and Western New York. The Bank attempts to limit concentrations within specific industries by utilizing dollar limitations to single industries or customers, and by entering into participation agreements with third parties. Collateral requirements are established based on management’s assessment of the customer.

The Corporation maintains lending policies to control the quality of the loan portfolio. These policies delegate the authority to extend loans under specific guidelines and underwriting standards. These policies are prepared by the Corporation’s management and reviewed and ratified annually by the Corporation’s Board of Directors.

Pursuant to the Corporation’s lending policies, management considers a variety of factors when determining whether to extend credit to a customer, including loan-to-value ratios, FICO scores, quality of the borrower’s financial statements, and the ability to obtain personal guarantees.

Commercial, industrial, and agricultural loans comprised 32% and 30% of the Corporation’s total loan portfolio at September 30, 2017 and December 31, 2016, respectively. Commercial mortgage loans comprised 31% and 31% of the Corporation’s total loan portfolio at September 30, 2017 and December 31, 2016, respectively. Management assigns a risk rating to all commercial loans at loan origination. The loan-to-value policy guidelines for commercial, industrial, and agricultural loans are generally a maximum of 80% of the value of business equipment, a maximum of 75% of the value of accounts receivable, and a maximum of 60% of the value of business inventory at loan origination. The loan-to-value policy guideline for commercial mortgage loans is generally a maximum of 85% of the appraised value of the real estate.

Residential real estate loans comprised 33% and 35% of the Corporation’s total loan portfolio at September 30, 2017 and December 31, 2016, respectively. The loan-to-value policy guidelines for residential real estate loans vary depending on the collateral position and the specific type of loan. Higher loan-to-value terms may be approved with the appropriate private mortgage insurance coverage. The Corporation also originates and prices loans for sale into the secondary market. Loans so originated are classified as loans held for sale and are excluded from residential real estate loans reported above. The rationale for these sales is to mitigate interest rate risk associated with holding lower rate, long-term residential mortgages in the loan portfolio and to generate fee revenue from sales and servicing the loan. The Corporation also offers a variety of unsecured and secured consumer loan and credit card products which represent less than 10% of the total loan portfolio at both September 30, 2017 and December 31, 2016. Terms and collateral requirements vary depending on the size and nature of the loan.

Transactions in the allowance for loan losses for the three months ended September 30, 2017 were as follows:


	Commercial,						Residential
	Industrial, and			Commercial			Real						Credit
	Agricultural			Mortgages			Estate			Consumer			Cards			Overdrafts			Total
Allowance for loan losses, July 1, 2017	$	5,563		$	7,641		$	1,670		$	2,068		$	142		$	185		$	17,269
Charge-offs		(20	)		(22	)		(130	)		(703	)		(39	)		(63	)		(977	)
Recoveries		36			3			0			96			8			14			157
Provision (benefit) for loan losses		(223	)		472			468			627			0			56			1,400

Allowance for loan losses, September 30, 2017	$	5,356		$	8,094		$	2,008		$	2,088		$	111		$	192		$	17,849

Transactions in the allowance for loan losses for the nine months ended September 30, 2017 were as follows:


	Commercial,						Residential
	Industrial, and			Commercial			Real						Credit
	Agricultural			Mortgages			Estate			Consumer			Cards			Overdrafts			Total
Allowance for loan losses, January 1, 2017	$	5,428		$	6,753		$	1,653		$	2,215		$	93		$	188		$	16,330
Charge-offs		(50	)		(22	)		(328	)		(1,969	)		(111	)		(192	)		(2,672	)
Recoveries		167			197			73			110			23			71			641
Provision (benefit) for loan losses		(189	)		1,166			610			1,732			106			125			3,550

Allowance for loan losses, September 30, 2017	$	5,356		$	8,094		$	2,008		$	2,088		$	111		$	192		$	17,849

Transactions in the allowance for loan losses for the three months ended September 30, 2016 were as follows:


	Commercial,					Residential
	Industrial, and			Commercial		Real						Credit
	Agricultural			Mortgages		Estate			Consumer			Cards			Overdrafts			Total
Allowance for loan losses, July 1, 2016	$	5,218		$	6,207	$	2,299		$	2,066		$	50		$	148		$	15,988
Charge-offs		(86	)		0		(95	)		(709	)		(17	)		(86	)		(993	)
Recoveries		37			2		10			20			3			14			86
Provision (benefit) for loan losses		(24	)		27		(65	)		545			36			103			622

Allowance for loan losses, September 30, 2016	$	5,145		$	6,236	$	2,149		$	1,922		$	72		$	179		$	15,703

Transactions in the allowance for loan losses for the nine months ended September 30, 2016 were as follows:


	Commercial,						Residential
	Industrial, and			Commercial			Real						Credit
	Agricultural			Mortgages			Estate			Consumer			Cards			Overdrafts			Total
Allowance for loan losses, January 1, 2016	$	6,035		$	5,605		$	2,475		$	2,371		$	90		$	161		$	16,737
Charge-offs		(519	)		(20	)		(244	)		(2,397	)		(54	)		(167	)		(3,401	)
Recoveries		84			7			72			94			18			54			329
Provision (benefit) for loan losses		(455	)		644			(154	)		1,854			18			131			2,038

Allowance for loan losses, September 30, 2016	$	5,145		$	6,236		$	2,149		$	1,922		$	72		$	179		$	15,703

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and is based on the Corporation’s impairment method as of September 30, 2017 and December 31, 2016. The recorded investment in loans excludes accrued interest and unearned discounts due to their insignificance.

September 30, 2017


	Commercial, Industrial, and Agricultural		Commercial Mortgages		Residential Real Estate		Consumer		Credit Cards		Overdrafts		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Collectively evaluated for impairment		5,236		4,186		2,008		2,088		111		192		13,821
Acquired with deteriorated credit quality		0		0		0		0		0		0		0
Modified in a troubled debt restructuring		120		3,908		0		0		0		0		4,028

Total ending allowance balance	$	5,356	$	8,094	$	2,008	$	2,088	$	111	$	192	$	17,849

Loans:
Individually evaluated for impairment	$	602	$	51	$	0	$	0	$	0	$	0	$	653
Collectively evaluated for impairment		660,461		639,965		697,059		78,264		6,249		549		2,082,547
Acquired with deteriorated credit quality		0		1,487		0		0		0		0		1,487
Modified in a troubled debt restructuring		2,881		14,627		0		0		0		0		17,508

Total ending loans balance	$	663,944	$	656,130	$	697,059	$	78,264	$	6,249	$	549	$	2,102,195

December 31, 2016


	Commercial, Industrial, and Agricultural		Commercial Mortgages		Residential Real Estate		Consumer		Credit Cards		Overdrafts		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	188	$	996	$	0	$	0	$	0	$	0	$	1,184
Collectively evaluated for impairment		5,115		3,543		1,653		2,215		93		188		12,807
Acquired with deteriorated credit quality		0		0		0		0		0		0		0
Modified in a troubled debt restructuring		125		2,214		0		0		0		0		2,339

Total ending allowance balance	$	5,428	$	6,753	$	1,653	$	2,215	$	93	$	188	$	16,330


Loans:
Individually evaluated for impairment	$	775	$	6,176	$	0	$	0	$	0	$	0	$	6,951
Collectively evaluated for impairment		564,180		557,932		652,883		74,816		6,046		595		1,856,452
Acquired with deteriorated credit quality		205		1,527		0		0		0		0		1,732
Modified in a troubled debt restructuring		2,640		9,191		0		0		0		0		11,831

Total ending loans balance	$	567,800	$	574,826	$	652,883	$	74,816	$	6,046	$	595	$	1,876,966

Commercial and commercial real estate loans greater than $250,000 are individually evaluated for impairment. The following tables present information related to loans individually evaluated for impairment, including loans modified in troubled debt restructurings, by portfolio segment as of September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016:

September 30, 2017


	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,212	$	1,213	$	120
Commercial mortgage		9,995		9,611		3,908
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		3,089		2,270		0
Commercial mortgage		5,836		5,067		0
Residential real estate		0		0		0

Total	$	20,132	$	18,161	$	4,028

December 31, 2016


	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,644	$	1,644	$	313
Commercial mortgage		16,200		15,367		3,210
Residential real estate		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		2,669		1,771		0
Commercial mortgage		0		0		0
Residential real estate		0		0		0

Total	$	20,513	$	18,782	$	3,523

The unpaid principal balance of impaired loans includes the Corporation’s recorded investment in the loan and amounts that have been charged off.


	Three Months Ended September 30, 2017						Three Months Ended September 30, 2016
	Average		Interest		Cash Basis		Average		Interest		Cash Basis
	Recorded		Income		Interest		Recorded		Income		Interest
	Investment		Recognized		Recognized		Investment		Recognized		Recognized
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,190	$	20	$	20	$	2,340	$	34	$	34
Commercial mortgage		9,724		77		77		7,253		57		57
Residential real estate		0		0		0		0		0		0
With no related allowance recorded:
Commercial, industrial, and agricultural		2,142		23		23		2,148		24		24
Commercial mortgage		4,981		33		33		2,214		17		17
Residential real estate		0		0		0		0		0		0

Total	$	18,037	$	153	$	153	$	13,955	$	132	$	132


	Nine Months Ended September 30, 2017						Nine Months Ended September 30, 2016
	Average		Interest		Cash Basis		Average		Interest		Cash Basis
	Recorded		Income		Interest		Recorded		Income		Interest
	Investment		Recognized		Recognized		Investment		Recognized		Recognized
With an allowance recorded:
Commercial, industrial, and agricultural	$	1,413	$	56	$	56	$	2,859	$	36	$	36
Commercial mortgage		12,497		293		293		6,331		61		61
Residential real estate		0		0		0		83		6		6
With no related allowance recorded:
Commercial, industrial, and agricultural		1,927		73		73		2,420		26		26
Commercial mortgage		2,490		100		100		3,467		20		20
Residential real estate		0		0		0		0		0		0

Total	$	18,327	$	522	$	522	$	15,160	$	149	$	149

The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days still accruing interest by class of loans as of September 30, 2017 and December 31, 2016:


	September 30, 2017				December 31, 2016
	Nonaccrual		Past Due Over 90 Days Still on Accrual		Nonaccrual		Past Due Over 90 Days Still on Accrual
Commercial, industrial, and agricultural	$	1,885	$	408	$	2,734	$	0
Commercial mortgages		11,526		0		5,996		0
Residential real estate		5,663		163		5,600		0
Consumer		712		0		999		0
Credit cards		0		21		0		10

Total	$	19,786	$	592	$	15,329	$	10

Nonaccrual loans and loans past due over 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

The following table presents the aging of the recorded investment in past due loans as of September 30, 2017 and December 31, 2016 by class of loans.

September 30, 2017


	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due		Loans Not Past Due		Total
Commercial, industrial, and agricultural	$	1,827	$	486	$	947	$	3,260	$	660,684	$	663,944
Commercial mortgages		0		40		704		744		655,386		656,130
Residential real estate		1,688		1,932		4,647		8,267		688,792		697,059
Consumer		484		305		677		1,466		76,798		78,264
Credit cards		63		36		21		120		6,129		6,249
Overdrafts		0		0		0		0		549		549

Total	$	4,062	$	2,799	$	6,996	$	13,857	$	2,088,338	$	2,102,195

December 31, 2016


	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due		Loans Not Past Due		Total
Commercial, industrial, and agricultural	$	1,558	$	299	$	1,294	$	3,151	$	564,649	$	567,800
Commercial mortgages		559		0		1,516		2,075		572,751		574,826
Residential real estate		2,155		737		3,710		6,602		646,281		652,883
Consumer		648		890		974		2,512		72,304		74,816
Credit cards		105		0		10		115		5,931		6,046
Overdrafts		0		0		0		0		595		595

Total	$	5,025	$	1,926	$	7,504	$	14,455	$	1,862,511	$	1,876,966

Troubled Debt Restructurings

The terms of certain loans have been modified as troubled debt restructurings. The modification of the terms of such loans included either or both of the following: a reduction of the stated interest rate of the loan or an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk.

The following table presents the number of loans, loan balances, and specific reserves for loans that have been restructured in a troubled debt restructuring as of September 30, 2017 and December 31, 2016.


	September 30, 2017						December 31, 2016
	Number of Loans		Loan Balance		Specific Reserve		Number of Loans		Loan Balance		Specific Reserve
Commercial, industrial, and agricultural		8	$	2,881	$	120		7	$	2,640	$	125
Commercial mortgages		10		14,627		3,908		8		9,191		2,214
Residential real estate		0		0		0		0		0		0
Consumer		0		0		0		0		0		0
Credit cards		0		0		0		0		0		0

Total		18	$	17,508	$	4,028		15	$	11,831	$	2,339

The following tables present loans by class modified as troubled debt restructurings that occurred during the nine months ended September 30, 2017. There were no loans modified as a troubled debt restructuring during the nine months ended September 30, 2016. There were four loans modified as a troubled debt restructuring during the three months ended September 30, 2017, and no loans modified as troubled debt restructurings during the three months ended September 30, 2016.


	Nine Months Ended September 30, 2017
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial, industrial, and agricultural		2	$	324	$	379
Commercial mortgages		2		6,227		6,276
Residential real estate		0		0		0
Consumer		0		0		0
Credit cards		0		0		0

Total		4	$	6,551	$	6,655

The troubled debt restructurings described above increased the allowance for loan losses by $169 and $0 during the three months ended September 30, 2017 and 2016 and $1,324 and $0 during the nine months ended September 30, 2017 and 2016.

A troubled debt restructured loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

In order to determine whether a borrower is experiencing financial difficulty, the Corporation performs an evaluation using its internal underwriting policies of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without a loan modification. The Corporation has no further loan commitments to customers whose loans are classified as a troubled debt restructuring.

Generally, non-performing troubled debt restructurings are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Credit Quality Indicators

The Corporation classifies commercial, industrial, and agricultural loans and commercial mortgage loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.

The Corporation uses the following definitions for risk ratings:

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Corporation’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not rated as special mention, substandard, or doubtful are considered to be pass rated loans. All loans included in the following tables have been assigned a risk rating within 12 months of the balance sheet date.

September 30, 2017


	Pass		Special Mention		Substandard		Doubtful		Total
Commercial, industrial, and agricultural	$	631,550	$	9,312	$	23,082	$	0	$	663,944
Commercial mortgages		636,522		3,129		16,479		0		656,130

Total	$	1,268,072	$	12,441	$	39,561	$	0	$	1,320,074

December 31, 2016


	Pass		Special Mention		Substandard		Doubtful		Total
Commercial, industrial, and agricultural	$	531,320	$	14,638	$	21,831	$	11	$	567,800
Commercial mortgages		551,474		1,809		21,543		0		574,826

Total	$	1,082,794	$	16,447	$	43,374	$	11	$	1,142,626

The Corporation considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential real estate, consumer, and credit card loan classes, the Corporation also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded

investment in residential, consumer, and credit card loans based on payment activity as of September 30, 2017 and December 31, 2016:


	September 30, 2017						December 31, 2016
	Residential				Credit		Residential				Credit
	Real Estate		Consumer		Cards		Real Estate		Consumer		Cards
Performing	$	691,233	$	77,552	$	6,228	$	647,283	$	73,817	$	6,036
Nonperforming		5,826		712		21		5,600		999		10

Total	$	697,059	$	78,264	$	6,249	$	652,883	$	74,816	$	6,046

The Corporation’s portfolio of residential real estate and consumer loans maintained within Holiday Financial Services Corporation (“Holiday”) are considered to be subprime loans. Holiday is a subsidiary that offers small balance unsecured and secured loans, primarily collateralized by automobiles and equipment, to borrowers with higher risk characteristics than are typical in the Bank’s consumer loan portfolio.

Holiday’s loan portfolio is summarized as follows at September 30, 2017 and December 31, 2016:


	September 30,			December 31,
	2017			2016
Consumer	$	22,393		$	24,026
Residential real estate		0			1,209
Less: unearned discount		(3,621	)		(3,430	)

Total	$	18,772		$	21,805

6. DEPOSITS

Total deposits at September 30, 2017 and December 31, 2016 are summarized as follows:


	Percentage Change			September 30, 2017		December 31, 2016
Checking, non-interest bearing		8.1	%	$	313,543	$	289,922
Checking, interest bearing		4.7	%		569,087		543,388
Savings accounts		(1.6	%)		938,342		953,438
Certificates of deposit		3.8	%		239,638		230,774

		2.1	%	$	2,060,610	$	2,017,522

7.	EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the applicable period, excluding outstanding participating securities. Diluted earnings per share is computed using the weighted average number of shares determined for the basic computation plus the dilutive effect of potential common shares issuable under certain stock compensation plans. For the three and nine months ended September 30, 2017 and 2016, there were no outstanding stock options to include in the diluted earnings per share calculations.

Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The Corporation has determined that its outstanding unvested stock awards are participating securities.

The computation of basic and diluted earnings per share is shown below:


	Three months ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
Basic earnings per common share computation:
Net income per consolidated statements of income	$	7,246		$	6,416		$	20,409		$	15,500
Net earnings allocated to participating securities		(40	)		(40	)		(120	)		(101	)

Net earnings allocated to common stock	$	7,206		$	6,376		$	20,289		$	15,399

Distributed earnings allocated to common stock	$	2,506		$	2,370		$	7,521		$	7,107
Undistributed earnings allocated to common stock		4,700			4,006			12,768			8,292

Net earnings allocated to common stock	$	7,206		$	6,376		$	20,289		$	15,399

Weighted average common shares outstanding, including shares considered participating securities		15,285			14,464			15,188			14,453
Less: Average participating securities		(78	)		(82	)		(84	)		(85	)

Weighted average shares		15,207			14,382			15,104			14,368

Basic earnings per common share	$	0.47		$	0.44		$	1.34		$	1.07

Diluted earnings per common share computation:
Net earnings allocated to common stock	$	7,206		$	6,376		$	20,289		$	15,399

Weighted average shares and dilutive potential common shares		15,207			14,382			15,104			14,368

Diluted earnings per common share	$	0.47		$	0.44		$	1.34		$	1.07

8.	DERIVATIVE INSTRUMENTS

On May 3, 2011, the Corporation executed an interest rate swap agreement with a 5 year term and an effective date of September 15, 2013 in order to hedge cash flows associated with $10 million of a subordinated note that was issued by the Corporation during 2007 and elected cash flow hedge accounting for the agreement. The Corporation’s objective in using this derivative is to add stability to interest expense and to manage its exposure to interest rate risk. The interest rate swap involves the receipt of variable-rate amounts in exchange for fixed-rate payments from September 15, 2013 to September 15, 2018 without exchange of the underlying notional amount. At September 30, 2017, the variable rate on the subordinated debt was 2.87% (LIBOR plus 155 basis points) and the Corporation was paying 5.57% (4.02% fixed rate plus 155 basis points).

As of September 30, 2017 and December 31, 2016, no derivatives were designated as fair value hedges or hedges of net investments in foreign operations. Additionally, the Corporation does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges.

The following tables provide information about the amounts and locations of activity related to the interest rate swaps designated as cash flow hedges within the Corporation’s consolidated balance sheet and statement of income as of September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016:


			Fair value as of
	Balance Sheet		September 30,			December 31,
	Location		2017			2016
Interest rate contracts		Accrued interest and other liabilities	$	(242	)	$	(459	)


For the Three Months Ended September 30, 2017		(a)	(b)		(c)		(d)		(e)
Interest rate contracts	$	46	Interest expense – subordinated debentures	($	71	)	Other income	$	0
For the Nine Months Ended September 30, 2017		(a)	(b)		(c)		(d)		(e)
Interest rate contracts	$	141	Interest expense – subordinated debentures	($	220	)	Other income	$	0
For the Three Months Ended September 30, 2016		(a)	(b)		(c)		(d)		(e)
Interest rate contracts	$	87	Interest expense – subordinated debentures	($	84	)	Other income	$	0
For the Nine Months Ended September 30, 2016		(a)	(b)		(c)		(d)		(e)
Interest rate contracts	$	92	Interest expense – subordinated debentures	($	260	)	Other income	$	0

(a)	Amount of Gain or (Loss) Recognized in Other Comprehensive Loss on Derivative (Effective Portion), net of tax

(b)	Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)

(c)	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)

(d)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

(e)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)

Amounts reported in accumulated other comprehensive loss related to the interest rate swap will be reclassified to interest expense as interest payments are made on the subordinated debentures. Such amounts reclassified from accumulated other comprehensive loss to interest expense in the next twelve months are expected to be $270. As of September 30, 2017 and December 31, 2016, a cash collateral balance in the amount of $1,400 was maintained with a counterparty to the interest rate swaps. These balances are included in interest bearing deposits with other banks on the consolidated balance sheet.

The Corporation has entered into certain interest rate swap contracts that are not designated as hedging instruments. These derivative contracts relate to transactions in which the Corporation enters into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each swap transaction, the Corporation agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. Concurrently, the Corporation agrees to pay

another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the Corporation’s customers to effectively convert a variable rate loan to a fixed rate. Because the Corporation acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not impact the Corporation’s results of operations.

The Corporation pledged cash collateral to another financial institution with a balance $750 as of both September 30, 2017 and December 31, 2016. This balance is included in interest bearing deposits with other banks on the consolidated balance sheets. The Corporation does not require its customers to post cash or securities as collateral on its program of back-to-back swaps. However, certain language is included in the International Swaps and Derivatives Association agreement and loan documents where, in default situations, the Corporation is permitted to access collateral supporting the loan relationship to recover any losses suffered on the derivative asset or liability. The Corporation may be required to post additional collateral to swap counterparties in the future in proportion to potential increases in unrealized loss positions.

The following table provides information about the amounts and locations of activity related to the back-to-back interest rate swaps within the Corporation’s consolidated balance sheet as of September 30, 2017 and December 31, 2016:


	Notional Amount		Weighted Average Maturity (in years)		Weighted Average Fixed Rate			Weighted Average Variable Rate		Fair Value
September 30, 2017
3^rd Party interest rate swaps	$	14,559		8.3		4.43	%		1 month LIBOR + 2.35%	$	233	(a)
Customer interest rate swaps		14,559		8.3		4.43	%		1 month LIBOR + 2.35%		233	(b)
December 31, 2016
3^rd Party interest rate swaps	$	14,814		9.0		4.43	%		1 month LIBOR + 2.35%	$	211	(a)
Customer interest rate swaps		14,814		9.0		4.43	%		1 month LIBOR + 2.35%		211	(b)

(a)	Reported in accrued interest receivable and other assets within the consolidated balance sheets

(b)	Reported in accrued interest payable and other liabilities within the consolidated balance sheets

9.	COMMON STOCK ISSUANCE

In February 2017, the Corporation completed an at-the-market common stock issuance. A total of 834,896 shares of the Corporation’s common stock were sold at a weighted average price of approximately $23.96, representing gross proceeds to the Corporation of $20,000. Net proceeds from the transaction, after the sales commission and other expenses, were $19,300, which will be used for general corporate purposes, including loan growth, additional liquidity, and working capital.

10.

BRANCH SALE

On May 19, 2017, CNB completed its previously announced sale of the Mt. Hope, Ohio branch to First Federal Community Bank. CNB transferred loans totaling $7,800, fixed assets totaling $100, and deposits totaling $7,400 in conjunction with the sale of the branch and realized a gain of $536 based on the 8% deposit premium paid by First Federal Community Bank.

11.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2017, the FASB issued an update (ASU 2017-12, Derivatives and Hedging) to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, ASU 2017-12 expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. ASU 2017-12 also includes certain targeted improvements to ease the application of current guidance related to the assessment of

hedge effectiveness. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early application is permitted in any interim period after issuance of the update. The adoption of ASU 2017-12 is not expected to have a material effect on the Corporation’s financial statements.

In May 2017, the FASB issued an update (ASU 2017-09, Compensation – Stock Compensation) to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, and the amendments in this update should be applied prospectively to an award modified on or after the adoption date. The adoption of ASU 2017-09 is not expected to have a material effect on the Corporation’s financial statements.

In January 2017, the FASB issued an update (ASU 2017-04, Intangibles – Goodwill and Other) which is intended to simplify the measurement of goodwill in periods following the date on which the goodwill is initially recorded. Under the amendments in this update, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. A public business entity that is a U.S. Securities and Exchange Commission filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of ASU 2017-04 is not expected to have a material effect on the Corporation’s financial statements.

In August 2016, the FASB issued an update (ASU 2016-15, Statement of Cash Flows) which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this update apply to all entities, including business entities and not-for-profit entities that are required to present a statement of cash flows, and are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2016-15 is not expected to have a material effect on the Corporation’s financial statements.

In June 2016, the FASB issued an update (ASU 2016-13, Financial Instruments – Credit Losses) which will require recognition of an entity’s current estimate of all expected credit losses for assets measured at amortized cost. The amendments in ASU 2016-13 eliminate the probable initial recognition threshold in current U.S. Generally Accepted Accounting Principles. In addition, the amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually, such as loans. The update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2018. Management is currently in the developmental stages of evaluating the impact of the adoption of ASU 2016-13 on the Corporation’s financial statements and is collecting available historical information in order to assess the expected credit losses. Although management expects the allowance for loan losses will increase upon the adoption of ASU 2016-13, the impact to the financial statements is yet to be determined.

In March 2016, the FASB issued Accounting Standards Update 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 requires recognition of the income tax effects of share-based awards in the income statement when the awards vest or are settled (i.e., Additional Paid-in-Capital pools will be eliminated). The guidance in this ASU became effective in the first quarter of 2017 and did not have a material effect on the Corporation’s financial statements.

In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The update will be effective for reporting periods beginning after December 15, 2018. Early adoption is

permitted. Management is currently evaluating the impact of the adoption of ASU 2016-02 on the Corporation’s financial statements and anticipates an increase in the Corporation’s assets and liabilities. However, the amounts that will be adjusted are still to be determined.

In January 2016, the FASB issued Accounting Standards Update 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-01 provides updated accounting and reporting requirements for both public and non-public entities. The most significant provisions that will impact the Corporation are: 1) equity securities available for sale will be measured at fair value, with the changes in fair value recognized in the income statement; 2) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments at amortized cost on the balance sheet; 3) utilization of exit price notion when measuring the fair value of financial instruments for disclosure purposes; 4) require separate presentation of both financial assets and liabilities by measurement category and form of financial asset on the balance sheet or accompanying notes to the financial statements. The update will be effective for interim and annual reporting periods beginning after December 15, 2017, using a cumulative-effect adjustment to the balance sheet as of the beginning of the year adoption. Early adoption is not permitted. The adoption of ASU 2016-01 is not expected to have a material effect on the Corporation’s financial statements.

In May 2014, FASB issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers (Topic 606).” The ASU creates a new topic, Topic 606, to provide guidance on revenue recognition for entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised 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. Additional disclosures are required to provide quantitative and qualitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, along with disclosures related to the disaggregation of revenues and associated risks. The new guidance is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. Management is currently reviewing contracts and agreements associated with the generation of non-interest income, and the adoption of ASU 2014-09 is not expected to have a material effect on the Corporation’s financial statements.

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated financial statements of the Corporation is presented to provide insight into management’s assessment of financial results. The Corporation’s subsidiary, CNB Bank (the “Bank”), provides financial services to individuals and businesses primarily within its primary market area of the Pennsylvania counties of Blair, Cambria, Cameron, Centre, Clearfield, Crawford, Elk, Indiana, Jefferson, and McKean. As ERIEBANK, a division of CNB Bank, the Bank operates in the Pennsylvania counties of Crawford, Erie, and Warren and the Ohio counties of Ashtabula and Lake. As FCBank, a division of CNB Bank, the Bank operates in the Ohio counties of Crawford, Richland, Ashland, Wayne, Marion, Morrow, Knox, Delaware, and Franklin. As Bank on Buffalo, a division of CNB Bank, the Bank operates in Erie County, New York.

The Bank is subject to regulation, supervision and examination by the Pennsylvania State Department of Banking as well as the Federal Deposit Insurance Corporation. The financial condition and results of operations of the Corporation and its consolidated subsidiaries are not necessarily indicative of future performance. CNB Securities Corporation is incorporated in Delaware and currently maintains investments in debt and equity securities. CNB Insurance Agency, incorporated in Pennsylvania, provides for the sale of nonproprietary annuities and other insurance products. Holiday Financial Services Corporation (“Holiday”), incorporated in Pennsylvania, offers small balance unsecured loans and secured loans, primarily collateralized by automobiles and equipment, to borrowers with higher risk characteristics.

When we use the terms “we”, “us” and “our”, we mean CNB Financial Corporation and its subsidiaries. Management’s discussion and analysis should be read in conjunction with the Corporation’s consolidated financial statements and related notes.

The following discussion should be read in conjunction with the Corporation’s Consolidated Financial Statements and Notes thereto, for the year ended December 31, 2016, included in its 2016 Form 10-K, and in conjunction with the Consolidated

Financial Statements and Notes thereto included in Item 1 of this report. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results for the full year ending December 31, 2017, or any future period.

GENERAL OVERVIEW

Management concentrates on return on average equity, earnings per share, asset quality, and other metrics to measure the performance of the Corporation. The interest rate environment and the slope of the interest rate yield curve will continue to play an important role in the future earnings of the Corporation. Non-interest costs are expected to increase with the growth of the Corporation; however, management’s growth strategies are expected to also result in an increase in earning assets as well as enhanced non-interest income which is expected to more than offset increases in non-interest expenses in 2017 and beyond. While past results are not an indication of future earnings, management believes the Corporation is well-positioned to sustain core earnings during 2017.

On May 19, 2017, CNB completed its previously announced sale of the Mt. Hope, Ohio branch to First Federal Community Bank. CNB transferred loans totaling $7.8 million, fixed assets totaling $100 thousand, and deposits totaling $7.4 million in conjunction with the sale of the branch and realized a gain of $536 thousand based on the 8% deposit premium paid by First Federal Community Bank.

In June 2017, the Corporation closed two of its CNB Bank branch locations which were identified as having a small core deposit base and/or were in close proximity to other CNB Bank branch locations. Expenses associated with the closing of these branches were not significant, with the exception of $108 thousand of fair value write-downs related to premises and equipment recognized in the second quarter of 2017 and which are included as a reduction of other non-interest income in the accompanying consolidated statements of income. The employees from the closed branch locations were transferred to other nearby CNB Bank branches or other open positions within CNB Bank.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents totaled $35.7 million at September 30, 2017 compared to $29.2 million at December 31, 2016. Cash and cash equivalents fluctuate based on the timing and amount of liquidity events that occur in the normal course of business.

Management believes the liquidity needs of the Corporation are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources, Federal Home Loan Bank financing, and the portions of the securities and loan portfolios that mature within one year. The Corporation expects that these sources of funds will enable it to meet cash obligations and off-balance sheet commitments as they come due.

SECURITIES

Securities available for sale and trading securities decreased by $70.0 million or 14.0% since December 31, 2016, and associated cash proceeds were used primarily to fund loan growth. The footnotes to the consolidated financial statements provide more detail concerning the composition of the Corporation’s securities portfolio, the process for evaluating securities for other-than-temporary impairment, and for valuation of structured pooled trust preferred securities.

The Corporation generally buys into the market over time and does not attempt to “time” its transactions. In doing this, the highs and lows of the market are averaged into the portfolio and the overall effect of different rate environments is minimized. The Corporation monitors the earnings performance and the effectiveness of the liquidity of the securities portfolio on a regular basis through meetings of the Asset/Liability Committee of the Corporation’s Board of Directors (“ALCO”). The ALCO also reviews and manages interest rate risk for the Corporation. Through active balance sheet management and analysis of the securities portfolio, a sufficient level of liquidity is maintained to satisfy depositor requirements and various credit needs of our customers.

LOANS

The Corporation experienced an increase in loans, net of unearned discount, of $225.0 million, or 12.0%, during the first nine months of 2017. Lending efforts consist principally of commercial and retail lending, which includes single family residential mortgages and other consumer loans. The Corporation views commercial lending as its competitive advantage and continues to focus on this area by hiring and retaining experienced loan officers and supporting them with quality credit analysis. The Corporation expects loan demand to be solid and loan balances to grow throughout the remainder of 2017.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established by provisions for losses in the loan portfolio as well as overdrafts in deposit accounts. These provisions are charged against current income. Loans and overdrafts deemed not collectible are charged off against the allowance while any subsequent collections are recorded as recoveries and increase the allowance.

The table below shows activity within the allowance account for the specified periods (in thousands):


	Nine months ending September 30, 2017			Year ending December 31, 2016			Nine months ending September 30, 2016
Balance at beginning of period	$	16,330		$	16,737		$	16,737

Charge-offs:
Commercial, industrial, and agricultural		(50	)		(601	)		(519	)
Commercial mortgages		(22	)		(201	)		(20	)
Residential real estate		(328	)		(499	)		(244	)
Consumer		(1,969	)		(3,324	)		(2,397	)
Credit cards		(111	)		(96	)		(54	)
Overdrafts		(192	)		(240	)		(167	)

		(2,672	)		(4,961	)		(3,401	)

Recoveries:
Commercial, industrial, and agricultural		167			89			84
Commercial mortgages		197			8			7
Residential real estate		73			93			72
Consumer		110			122			94
Credit cards		23			22			18
Overdraft deposit accounts		71			71			54

		641			405			329

Net charge-offs		(2,031	)		(4,556	)		(3,072	)

Provision for loan losses		3,550			4,149			2,038

Balance at end of period	$	17,849		$	16,330		$	15,703

Loans, net of unearned	$	2,098,574		$	1,873,536		$	1,800,858
Allowance to net loans		0.85	%		0.87	%		0.87	%
Net charge-offs to average loans (annualized)		0.14	%		0.27	%		0.24	%
Nonperforming assets	$	20,583		$	16,354		$	16,542
Nonperforming % of total assets		0.75	%		0.64	%		0.65	%

The adequacy of the allowance for loan losses is subject to a formal analysis by the Credit Administration and Finance Departments of the Corporation. As part of the formal analysis, delinquencies and losses are monitored monthly. The loan portfolio is divided into several categories in order to better analyze the entire pool. First is a selection of classified loans that is given a specific reserve. The remaining loans are pooled, by category, into these segments:

Reviewed

•

Commercial, industrial, and agricultural

•

Commercial mortgages

Homogeneous

•

Residential real estate

•

Consumer

•

Credit cards

•

Overdrafts

The reviewed loan pools are further segregated into four categories: special mention, substandard, doubtful, and pass rated. Historical loss factors are calculated for each pool excluding overdrafts based on the previous eight quarters of experience. The homogeneous pools are evaluated by analyzing the historical loss factors from the most previous quarter end and the two most recent year ends.

The historical loss factors for both the reviewed and homogeneous pools are adjusted based on the following six qualitative factors:

•

levels of and trends in delinquencies, non-accrual loans, and classified loans;

•

trends in volume and terms of loans;

•

effects of any changes in lending policies and procedures;

•

experience and ability of management;

•

national and local economic trends and conditions; and

•

concentrations of credit.

The methodology described above was created using the experience of the Corporation’s Management team, guidance from the regulatory agencies, expertise of a third-party loan review provider, and discussions with peers. The resulting factors are applied to the pool balances in order to estimate the probable risk of loss within each pool. Prudent business practices dictate that the level of the allowance, as well as corresponding charges to the provision for loan losses, should be commensurate with identified areas of risk within the loan portfolio and the attendant risks inherent therein. The quality of the credit risk management function and the overall administration of this vital segment of the Corporation’s assets are critical to the ongoing success of the Corporation.

The previously mentioned analysis considers numerous historical and other factors to analyze the adequacy of the allowance and current period charges against the provision for loan losses. Management uses the analysis to compare and plot the actual level of the allowance against the aggregate amount of loans adversely classified in order to compute the estimated probable losses associated with those loans. Management then determines the current adequacy of the allowance and evaluates trends that may be developing. The volume and composition of the Corporation’s loan portfolio continue to reflect growth in commercial credits including commercial real estate loans.

As mentioned in the Loans section of this analysis, management considers commercial lending to be a competitive advantage and continues to focus on this area as part of its strategic growth initiatives. However, management recognizes and considers the fact that risk is more pronounced in these types of credits and is, to a greater degree than with other loans, driven by the economic environment in which the debtor’s business operates.

During the three and nine months ended September 30, 2017, the Corporation recorded a provision for loan losses of $1.4 million and $3.6 million, as compared to a provision for loan losses of $622 thousand and $2.0 million for the three and nine months ended September 30, 2016. Net chargeoffs during the three and nine months September 30, 2017 were $820 thousand and $2.0 million, compared to net chargeoffs of $907 thousand and $3.1 million for the three and nine months ended September 30, 2016. CNB Bank net chargeoffs totaled $392 thousand and $1.0 million during the nine months ended September 30, 2017 and 2016, or .03% and .08%, respectively, of average CNB Bank loans. Holiday Financial Services recorded net chargeoffs totaling $1.6 million and $2.0 million during the nine months ended September 30, 2017 and 2016, respectively.

In the first quarter of 2017, one commercial real estate loan that was impaired at year end 2016 but still on accrual status was placed on nonaccrual status as a result of further deterioration in the financial condition of the borrower. The additional provision for loan losses recorded in 2017 related to this loan was $1.2 million, including $553 thousand in the first quarter, $603 thousand in the second quarter, and $169 thousand in the third quarter, which was based on the most current financial information from the borrower as of each period end.

Management believes that the allowance for loan losses is reasonable and adequate to absorb probable incurred losses in the Corporation’s portfolio at September 30, 2017.

FUNDING SOURCES

The Corporation considers deposits, short-term borrowings, and term debt when evaluating funding sources. Deposits increased $43.1 million from $2.018 billion at December 31, 2016 to $2.061 billion at September 30, 2017.

Periodically, the Corporation utilizes term borrowings from the Federal Home Loan Bank (“FHLB”) and other lenders to meet funding needs. Management plans to maintain access to short-term and long-term borrowings as an available funding source.

In September 2016, the Corporation completed a private placement of $50 million in aggregate principal amount of fixed-to-floating rate subordinated notes. The notes will mature in October 2026, and will initially bear interest at a fixed rate of 5.75% per annum, payable semi-annually in arrears, to, but excluding, October 15, 2021, and thereafter to, but excluding, the maturity date or earlier redemption, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month LIBOR rate plus 455 basis points. These subordinated notes were designed to qualify as Tier 2 capital under the Federal Reserve’s capital guidelines and were given an investment grade rating of BBB- by Kroll Bond Rating Agency. The BBB- rating was affirmed by Kroll Bond Rating Agency in conjunction with its annual surveillance review in the third quarter of 2017. The Corporation injected the net proceeds from the subordinated notes into its bank subsidiary, CNB Bank, and intends to use the capital for general corporate purposes, including loan growth, additional liquidity, and working capital.

In June 2017, CNB converted short-term borrowings having a maturity of two months or less and interest rates ranging from 1.30% to 1.38% to longer term advances with the Federal Home Loan Bank of Pittsburgh. The aggregate amount of such borrowings was $140 million, with a weighted average maturity of 3.7 years and a weighted average interest rate of 1.87%. Although the effect will be to increase borrowing costs in the near term, management believes the execution of this strategy will result in a more effective duration match with CNB’s loan portfolio and appropriately mitigate the interest rate risk associated with maintaining short-term borrowings in a rising interest rate environment.

SHAREHOLDERS’ EQUITY AND CAPITAL RATIOS AND METRICS

The Corporation’s capital continued to provide a base for profitable growth through September 30, 2017. Total shareholders’ equity was $244.4 million at September 30, 2017 and $211.8 million at December 31, 2016. In the first nine months of 2017, the Corporation earned $20.4 million and declared dividends of $7.6 million, resulting in a dividend payout ratio of 37.1% of net income.

On February 15, 2017, the Corporation announced that it successfully completed an at-the-market common stock issuance. A total of 834,896 shares of the Corporation’s common stock were sold at a weighted average price of approximately $23.96, representing gross proceeds to the Corporation of approximately $20.0 million. Net proceeds from the transaction, after the sales commission and other expenses, were approximately $19.3 million, which will be used for general corporate purposes, including loan growth, additional liquidity, and working capital.

The Corporation has complied with the standards of capital adequacy mandated by government regulations. Bank regulators have established “risk-based” capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks of various assets banks hold in their portfolios. A weight category of 0% (lowest risk assets), 20%, 50%, 100%, or 150% (highest risk assets), is assigned to each asset on the balance sheet.

The Corporation’s capital ratios, book value per share and tangible book value per share as of September 30, 2017 and December 31, 2016 are as follows:


	September 30, 2017			December 31, 2016
Total risk-based capital ratio		14.45	%		14.05	%
Tier 1 capital ratio		11.12	%		10.49	%
Common equity tier 1 ratio		10.14	%		9.41	%
Leverage ratio		8.44	%		7.85	%
Tangible common equity/tangible assets (1)		7.54	%		6.72	%
Book value per share	$	15.99		$	14.64
Tangible book value per share (1)	$	13.34		$	11.76

(1)

Tangible common equity, tangible assets and tangible book value per share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of goodwill and core deposit intangibles from the calculation of shareholders’ equity. Tangible assets is calculated by excluding the balance of goodwill and core deposit intangibles from the calculation of total assets. Tangible book value per share is calculated by dividing tangible common equity by the number of shares outstanding. The Corporation believes that these non-GAAP financial measures provide information to investors that is useful in understanding its financial condition because they are additional measures used to assess capital adequacy. Because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except share and per share data).


	September 30, 2017			December 31, 2016
Shareholders’ equity	$	244,448		$	211,784
Less goodwill		38,730			38,730
Less core deposit intangible		1,888			2,854

Tangible common equity	$	203,830		$	170,200

Total assets	$	2,745,069		$	2,573,821
Less goodwill		38,730			38,730
Less core deposit intangible		1,888			2,854

Tangible assets	$	2,704,451		$	2,532,237

Ending shares outstanding		15,285,236			14,467,815
Tangible book value per share	$	13.34		$	11.76
Tangible common equity/tangible assets		7.54	%		6.72	%

LIQUIDITY

Liquidity measures an organization’s ability to meet cash obligations as they come due. The consolidated statement of cash flows provides analysis of the Corporation’s cash and cash equivalents. Additionally, management considers that portion of the loan and investment portfolio that matures within one year to be part of the Corporation’s liquid assets. The Corporation’s liquidity is monitored by both management and the ALCO, which establishes and monitors ranges of acceptable liquidity. Management believes the Corporation’s current liquidity position is acceptable.

OFF BALANCE SHEET ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

The contractual amount of financial instruments with off balance sheet risk was as follows at September 30, 2017 and December 31, 2016 (in thousands):


	September 30, 2017				December 31, 2016
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitments to make loans	$	56,294	$	228,379	$	57,283	$	202,883
Unused lines of credit		0		114,473		0		105,779
Standby letters of credit		0		14,221		0		4,618

Commitments to make loans are generally made for periods of 60 days or less. The fixed rate loan commitments at September 30, 2017 have interest rates ranging from 1.00% to 18.00% and maturities ranging from 9 months to 15 years. The fixed rate loan commitments at December 31, 2016 have interest rates ranging from 1.19% to 18.00% and maturities ranging from 3 months to 15 years.

In October 2015, the Corporation entered into a subscription agreement with Oxer BCP Mezzanine Fund, LP (“Oxer”) and committed to invest $5,000 as a limited partner in the fund. In February 2017, the Corporation entered into a subscription agreement with Tecum Capital Partners II, LP (“Tecum”) and committed to invest $3,000 as a limited partner in the fund. Oxer and Tecum are Small Business Investment Companies (SBIC) that are licensed and regulated by the Office of Investment at the Small Business Administration (SBA). The SBIC license allows SBICs to employ private capital and funds borrowed at a low cost using SBA-guaranteed securities to make investments in qualifying small businesses and similar enterprises as defined by SBA regulations. As of September 30, 2017, the Corporation has invested $3,954 of its total $8,000 commitment in Oxer and Tecum.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2017 and 2016

OVERVIEW OF THE INCOME STATEMENT

The Corporation had net income of $7.2 million in the third quarter of 2017 and $6.4 million in the third quarter of 2016. The earnings per diluted share were $0.47 in the third quarter of 2017 and $0.44 in the third quarter of 2016. The annualized return on assets and return on equity for the third quarter of 2017 are 1.06% and 11.88% compared to 1.01% and 11.92% for the third quarter of 2016. Earnings in the third quarter of 2016 were impacted by core processing conversion costs of $42 thousand and merger costs of $266 thousand.

INTEREST INCOME AND EXPENSE

Net interest margin on a fully tax equivalent basis was 3.82% and 3.88% for the quarters ended September 30, 2017 and 2016, respectively. Total interest and dividend income increased from $25.0 million for the third quarter of 2016 to $28.1 million for the third quarter of 2017. In addition, the Corporation recorded $767 thousand in interest expense for the third quarter of 2017 resulting from the issuance of $50 million in subordinated debt on September 29, 2016 to help support balance sheet growth.

PROVISION FOR LOAN LOSSES

During the quarter ended September 30, 2017, the Corporation recorded a provision for loan losses of $1.4 million, as compared to a provision for loan losses of $622 thousand for the quarter ended September 30, 2016. Net chargeoffs in the third quarter of 2017 were $820 thousand, compared to net chargeoffs of $907 thousand in the third quarter of 2016. CNB Bank recorded net chargeoffs of $334 thousand and $387 thousand during the quarters ended September 30, 2017 and 2016, respectively. Holiday Financial Services Corporation recorded net chargeoffs totaling $486 thousand and $583 thousand during the quarters ended September 30, 2017 and 2016, respectively.

In the first quarter of 2017, one commercial real estate loan that was impaired at year end 2016 but still on accrual status was placed on nonaccrual status as a result of further deterioration in the financial condition of the borrower. The additional provision for loan losses recorded in the third quarter of 2017 related to this loan was $169 thousand, which was based on the most current financial information available from the borrower at the period end.

Management believes the provision for loan losses was appropriate and the allowance for loan losses is adequate to absorb probable incurred losses in our portfolio as of September 30, 2017.

NON-INTEREST INCOME

Net realized and unrealized gains on trading securities were $160 thousand during the quarter ended September 30, 2017, compared to net realized and unrealized gains of $235 thousand during the quarter ended September 30, 2016. As a result of the Corporation’s continued focus on growing its Private Client Solutions division, wealth and asset management revenues were $952 thousand in the third quarter of 2017, an increase of 19.7% from $795 thousand in the third quarter of 2016.

During the quarter ended September 30, 2017, the Corporation recorded $592 thousand in income from bank owned life insurance policies, compared to $281 thousand in the third quarter of 2016, including $301 thousand representing the death proceeds on life insurance policies in excess of the cash surrender value.

NON-INTEREST EXPENSES

Total non-interest expenses were $17.6 million and $17.1 million during the quarters ended September 30, 2017 and 2016, respectively. Included in non-interest expenses in the third quarter of 2016 were $308 thousand of non-recurring items, with merger related expenses of $266 thousand and costs associated with our core processing system upgrade of $42 thousand.

Salaries and benefits expense increased $595 thousand, or 7.0%, during the quarter ended September 30, 2017 compared to the quarter ended September 30, 2016. As of September 30, 2017, the Corporation had 490 full-time equivalent staff, compared to 471 full-time equivalent staff as of September 30, 2016. The staff added during this period included 17 employees for the Corporation’s newest division, BankOnBuffalo.

INCOME TAX EXPENSE

Income tax expense was $2.3 million in both the third quarter of 2017 and 2016, resulting in effective tax rates of 24.0% and 26.1% for the periods, respectively. The effective rates for the periods differed from the federal statutory rate of 35.0% principally as a result of tax exempt income from securities and loans, earnings from bank owned life insurance, and the effect of tax credits passed through limited partnerships in which the Corporation is invested.

CONSOLIDATED YIELD COMPARISONS

AVERAGE BALANCES AND NET INTEREST MARGIN FOR THE NINE MONTHS ENDED

Dollars in thousands


	September 30, 2017								September 30, 2016
	Average			Annual			Interest		Average			Annual			Interest
	Balance			Rate			Inc./Exp.		Balance			Rate			Inc./Exp.
ASSETS:
Securities:
Taxable (1)	$	328,947			2.56	%	$	6,286	$	403,672			2.36	%	$	7,026
Tax-Exempt (1,2)		112,581			4.12	%		3,415		126,036			4.22	%		3,855
Equity Securities (1,2)		25,988			3.64	%		710		19,207			3.92	%		564

Total securities		467,516			2.99	%		10,411		548,915			2.80	%		11,445

Loans:
Commercial (2)		624,835			4.94	%		23,132		505,316			4.79	%		18,146
Mortgage (2)		1,287,359			4.49	%		43,317		1,087,788			4.46	%		36,387
Consumer		80,212			9.44	%		5,682		84,450			9.27	%		5,874

Total loans (3)		1,992,406			4.83	%		72,131		1,677,554			4.80	%		60,407

Total earning assets		2,459,922			4.48	%	$	82,542		2,226,469			4.31	%	$	71,852

Non interest-bearing assets:
Cash and due from banks		28,282								30,816
Premises and equipment		50,287								42,179
Other assets		136,815								103,151
Allowance for loan losses		(17,086	)							(16,431	)

Total non interest-bearing assets		198,298								159,715

TOTAL ASSETS	$	2,658,220							$	2,386,184

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing	$	550,619			0.35	%	$	1,449	$	505,620			0.35	%	$	1,330
Savings		962,488			0.48	%		3,454		952,091			0.46	%		3,307
Time		231,305			1.04	%		1,806		208,164			1.06	%		1,651

Total interest-bearing deposits		1,744,412			0.51	%		6,709		1,665,875			0.50	%		6,288
Short-term borrowings		137,991			1.05	%		1,082		105,809			0.62	%		493
Long-term borrowings		143,797			1.61	%		1,737		87,010			2.83	%		1,848
Subordinated debentures		70,620			5.55	%		2,940		20,620			3.82	%		590

Total interest-bearing liabilities		2,096,820			0.79	%	$	12,468		1,879,314			0.65	%	$	9,219

Demand—non interest-bearing		296,517								262,728
Other liabilities		27,943								32,779

Total liabilities		2,421,280								2,174,821
Shareholders’ equity		236,940								211,363

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,658,220							$	2,386,184

Interest income/Earning assets					4.48	%	$	82,542					4.31	%	$	71,852
Interest expense/Interest-bearing liabilities					0.79	%		12,468					0.65	%		9,219

Net interest spread					3.69	%	$	70,074					3.66	%	$	62,633

Interest income/Earning assets					4.48	%		82,542					4.31	%		71,852
Interest expense/Earning assets					0.68	%		12,468					0.55	%		9,219

Net interest margin					3.80	%	$	70,074					3.76	%	$	62,633

(1)	Includes unamortized discounts and premiums. Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for available for sale securities.

(2)	Average yields are stated on a fully taxable equivalent basis.

(3)	Average outstanding includes the average balance outstanding of all non-accrual loans. Loans consist of the average of total loans less average unearned income. The amount of loan fees included in the interest income on loans is not material.

Nine Months Ended September 30, 2017 and 2016

OVERVIEW OF THE INCOME STATEMENT

The Corporation had net income of $20.4 million in the nine months ended September 30, 2017 compared to $15.5 million for the same period of 2016. The earnings per diluted share were $1.34 for the nine months ended September 30, 2017 and $1.07 for the nine months ended September 30, 2016. The annualized return on assets and return on equity for the nine months ended September 30, 2017 are 1.02% and 11.48%, compared to 0.87% and 9.78%, respectively, for the same period of 2016.

Earnings in 2017 were impacted by a gain on the sale of a branch of $536 thousand and realized gains on the sale of available-for-sale securities of $1.5 million. Earnings in 2016 were impacted by a prepayment penalty on the early payoff of long-term borrowings of $1.5 million, core processing conversion costs of $1.6 million, merger costs of $481 thousand, and realized gains on the sale of available-for-sale securities of $1.0 million.

INTEREST INCOME AND EXPENSE

Net interest margin on a fully tax equivalent basis was 3.80% and 3.76% for the nine months ended September 30, 2017 and 2016, respectively. The yield on earning assets increased 17 basis points from 4.31% for the nine months ended September 30, 2016 to 4.48% for the nine months ended September 30, 2017. Total interest and dividend income increased from $69.5 million for the nine months ended September 30, 2016 to $80.2 million for the nine months ended September 30, 2017. In addition, the Corporation recorded $2.3 million in interest expense for the nine months ended September 30, 2017 resulting from the issuance of $50 million in subordinated debt on September 29, 2016 to help support balance sheet growth.

PROVISION FOR LOAN LOSSES

During the nine months ended September 30, 2017, the Corporation recorded a provision for loan losses of $3.6 million, as compared to a provision for loan losses of $2.0 million for the same period of 2016. Net chargeoffs in the first nine months of 2017 were $2.0 million, compared to net chargeoffs of $3.1 million in the first nine months of 2016. CNB Bank recorded net chargeoffs of $392 thousand and $1.0 million during the nine months ended September 30, 2017 and 2016, respectively. Holiday Financial Services Corporation recorded net chargeoffs totaling $1.6 million and $2.0 million during the nine months ended September 30, 2017 and 2016, respectively.

In the first quarter of 2017, one commercial real estate loan that was impaired at year end 2016 but still on accrual status was placed on nonaccrual status as a result of further deterioration in the financial condition of the borrower. The additional provision for loan losses recorded in 2017 related to this loan was $1.3 million, including $553 thousand in the first quarter, $603 thousand in the second quarter, and $169 thousand in the third quarter, which was based on the most current financial information available from the borrower as of each period end.

Management believes the provision for loan losses was appropriate and the allowance for loan losses is adequate to absorb probable incurred losses in our portfolio as of September 30, 2017.

NON-INTEREST INCOME

Net realized gains on available-for-sale securities for the nine months ended September 30, 2017 were $1.5 million, including $1.4 million on the sale of two structured pooled trust preferred securities. Net realized gains on available-for-sale securities for the nine months ended September 30, 2016 were $1.0 million, including $922 thousand on the sale of two structured pooled trust preferred securities.

As a result of the Corporation’s continued focus on growing its Private Client Solutions division, wealth and asset management revenues were $2.8 million in the first nine months of 2017, an increase of 20.8% from $2.3 million in the first nine months of 2016. During the nine months ended September 30, 2017, the Corporation recorded $1.3 million in income from bank owned life insurance policies, compared to $807 thousand for the same period of 2016, including $301 thousand representing the death proceeds on life insurance policies in excess of the cash surrender value.

NON-INTEREST EXPENSES

Total non-interest expenses were $52.4 million and $50.7 million during the nine months ended September 30, 2017 and 2016, respectively. Included in non-interest expenses during the nine months ended September 30, 2016 were $3.6 million of non-recurring items, with merger related expenses of $481 thousand, costs associated with our core processing system upgrade of $1.6 million, and a prepayment penalty associated with the early payoff of long-term borrowings of $1.5 million.

Salaries and benefits expense increased $3.1 million, or 13.0%, during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. As of September 30, 2017, the Corporation had 490 full-time equivalent staff, compared to 471 full-time equivalent staff as of September 30, 2016. The staff added during this period included 17 employees for the Corporation’s newest division, BankOnBuffalo. Occupancy expenses increased $1.1 million, or 18.3%, during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, resulting primarily from two locations acquired from Lake National Bank in Mentor, Ohio in July 2016, as well as locations in Worthington, Ohio; Ashtabula, Ohio; Blair County, Pennsylvania; and Buffalo, New York that have been opened since the end of the third quarter of 2016.

INCOME TAX EXPENSE

Income tax expense was $7.2 million during the nine months ended September 30, 2017 and $5.1 million during the nine months ended September 30, 2016, resulting in effective tax rates of 26.1% and 24.9% for the periods, respectively. The effective rates for the periods differed from the federal statutory rate of 35.0% principally as a result of tax exempt income from securities and loans, earnings from bank owned life insurance, and the effect of tax credits passed through limited partnerships in which the Corporation is invested.

CRITICAL ACCOUNTING POLICIES

The Corporation’s accounting and reporting policies are in accordance with GAAP and conform to general practices within the financial services industry. Accounting and reporting practices for the allowance for loan losses and fair value of securities are deemed critical since they involve the use of estimates and require significant management judgments. In addition, the fair value of assets acquired and liabilities assumed in connection with business combinations, including the associated goodwill that was recorded, required the use of material estimates. Application of assumptions different than those used by management could result in material changes in the Corporation’s financial position or results of operations. Note 1 (Summary of Significant Accounting Policies), Note 2 (Business Combination), Note 4 (Securities), and Note 5 (Loans) of the Corporation’s 2016 Form 10-K, provide detail with regard to the Corporation’s accounting for the allowance for loan losses, the fair value of securities, business combinations and loans. There have been no significant changes in the application of accounting policies since December 31, 2016.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a financial institution, the Corporation’s primary source of market risk is interest rate risk, which is the exposure to fluctuations in the Corporation’s future earnings resulting from changes in interest rates. This exposure is correlated to the repricing characteristics of the Corporation’s portfolio of assets and liabilities. Each asset or liability reprices either at maturity or during the life of the instrument.

The principal purpose of asset/liability management is to maximize current and future net interest income within acceptable levels of interest rate risk while satisfying liquidity and capital requirements. Net interest income is enhanced by increasing the net interest margin and by the growth in earning assets. As a result, the primary goal of interest rate risk management is to maintain a balance between risk and reward such that net interest income is maximized while risk is maintained at an acceptable level.

The Corporation uses an asset-liability management model to measure the effect of interest rate changes on its net interest income. The Corporation’s management also reviews asset-liability maturity gap and repricing analyses regularly. The Corporation does not always attempt to achieve a precise match between interest sensitive assets and liabilities because it believes that an actively managed amount of interest rate risk is inherent and appropriate in the management of the Corporation’s profitability.

Asset-liability modeling techniques and simulation involve assumptions and estimates that inherently cannot be measured with precision. Key assumptions in these analyses include maturity and repricing characteristics of assets and liabilities, prepayments on amortizing assets, non-maturing deposit sensitivity, and loan and deposit pricing. These assumptions are inherently uncertain due to the timing, magnitude, and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and provide a relative gauge of the Corporation’s interest rate risk position over time.

Management reviews interest rate risk on a quarterly basis and reports to the ALCO. This review includes earnings shock scenarios whereby interest rates are immediately increased and decreased by 100, 300, and 400 basis points. These scenarios, detailed in the table below, indicate that there would not be a significant variance in net interest income over a one-year period due to interest rate changes; however, actual results could vary significantly. Based on the most recent data available as of September 30, 2017, all interest rate risk levels according to the model were within the tolerance limits of ALCO approved policy. In addition, the table does not take into consideration changes that management would make to realign its assets and liabilities in the event of an unexpected change in the interest rate environment. Due to the current interest rate environment, the -300 and -400 scenarios have been excluded from the table.


September 30, 2017
Change in Basis Points		% Change in Net Interest Income
400		(5.0%)
300		(3.3%)
100		(0.7%)
(100)		(1.6%)

ITEM 4

CONTROLS AND PROCEDURES

As of the end of the period covered by this quarterly report, an evaluation was carried out under the supervision and with the participation of the Corporation’s management, including the Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) (“Exchange Act”). Based on their evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that the Corporation’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report to ensure that information required to be disclosed by the Corporation in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. There were no changes in the Corporation’s internal control over financial reporting that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS – None

ITEM 1A.

RISK FACTORS – There have been no material changes to the risk factors disclosed in Part I, Item IA of the 2016 Form 10-K.

ITEM 2.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table provides information with respect to any purchase of shares of the Corporation’s common stock made by or on behalf of the Corporation for the six months ended September 30, 2017.


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or approximate dollar value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1 – 31, 2017		—		—		—		400,026
August 1 – 31, 2017		—		—		—		400,026
September 1 – 30, 2017		—		—		—		400,026

(1)

The Corporation’s stock repurchase program, which was announced on November 12, 2014, authorizes the repurchase of up to 500,000 shares of common stock. The program will remain in effect until fully utilized or until modified, suspended or terminated. As of September 30, 2017, there were 400,026 shares remaining in the program.

ITEM 6.

EXHIBITS


Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of the Corporation, filed as Appendix B to the 2006 Proxy Statement, filed with the SEC on March 24, 2006, and incorporated herein by reference.

3.2		By-Laws of the Corporation, as amended and restated, filed with the SEC as Exhibit 3.1 to the Corporation’s current report on Form 8-K filed April 24, 2017, and incorporated herein by reference.

31.1		Rule 13a – 14(a)/15d – 14(a) Certification of the Principal Executive Officer

31.2		Rule 13a – 14(a)/15d – 14(a) Certification of the Principal Financial Officer

32.1		Section 1350 Certification

32.2		Section 1350 Certification

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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.


						CNB FINANCIAL CORPORATION
						(Registrant)

DATE: November 9, 2017						/s/ Joseph B. Bower, Jr.
						Joseph B. Bower, Jr.
						President and Director
						(Principal Executive Officer)

DATE: November 9, 2017						/s/ Brian W. Wingard
						Brian W. Wingard
						Treasurer
						(Principal Financial Officer)

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