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EX-3.1 - RESTATED CZFS ARTICLES OF INCORPORATION - CITIZENS FINANCIAL SERVICES INCczfsarticles.htm
EX-32.1 - SECTION 350 CERTIFICATIONS - CITIZENS FINANCIAL SERVICES INCcertification.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - CITIZENS FINANCIAL SERVICES INCcfocert.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - CITIZENS FINANCIAL SERVICES INCceocert.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10‑Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018
Or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from_____________________ to ___________________

Commission file number 0‑13222

CITIZENS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

            PENNSYLVANIA                                                                                                           23‑2265045
   (State or other jurisdiction of incorporation or organization)                                                                          (I.R.S. Employer Identification No.)

15 South Main Street
Mansfield, Pennsylvania 16933
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (570) 662‑2121

N/A
(Former Name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No_____

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes __X__ No_____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large accelerated filer                                                              ____                                                      Accelerated filer                           _X__
 
Non-accelerated filer                                                                      ____                                                      Smaller reporting company                ____
(Do not check if a smaller reporting company)                                                                                         Emerging growth company                ____


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

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

The number of outstanding shares of the Registrant's Common Stock, as of August 2, 2018, was 3,512,653.


Citizens Financial Services, Inc.
Form 10-Q

INDEX

   
PAGE
Part I
FINANCIAL INFORMATION
 
Item 1.
Financial Statements (unaudited):
 
 
Consolidated Balance Sheet as of June 30,2018 and December 31, 2017
1
 
Consolidated Statement of Income for the Three and Six Months Ended June 30, 2018 and 2017
2
 
Consolidated Statement of Comprehensive Income for the Three and Six Months ended June 30, 2018 and 2017
3
 
Consolidated Statement of Cash Flows for the Six Months ended June 30, 2018 and 2017
4
 
Notes to Consolidated Financial Statements
5-29
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
30-51
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
51-52
Item 4.
Controls and Procedures
52
     
Part II
OTHER INFORMATION
 
Item 1.
Legal Proceedings
52
Item 1A.
Risk Factors
52
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
52-53
Item 3.
Defaults Upon Senior Securities
53
Item 4.
Mine Safety Disclosures
53
Item 5.
Other Information
53
Item 6.
Exhibits
53
 
Signatures
54

CITIZENS FINANCIAL SERVICES, INC.
           
CONSOLIDATED BALANCE SHEET
           
(UNAUDITED)
           
 
           
 
 
June 30,
   
December 31,
 
(in thousands except share data)
 
2018
   
2017
 
ASSETS:
           
Cash and due from banks:
           
  Noninterest-bearing
 
$
14,521
   
$
16,347
 
  Interest-bearing
   
1,092
     
2,170
 
Total cash and cash equivalents
   
15,613
     
18,517
 
Interest bearing time deposits with other banks
   
13,762
     
10,283
 
Equity securities
   
195
     
-
 
Available-for-sale securities
   
250,025
     
254,782
 
Loans held for sale
   
1,931
     
1,439
 
Loans (net of allowance for loan losses:
               
  2018, $11,941 and 2017, $11,190)
   
1,028,259
     
989,335
 
Premises and equipment
   
16,289
     
16,523
 
Accrued interest receivable
   
4,285
     
4,196
 
Goodwill
   
23,296
     
23,296
 
Bank owned life insurance
   
27,189
     
26,883
 
Other intangibles
   
1,756
     
1,953
 
Other assets
   
14,994
     
14,679
 
 
               
TOTAL ASSETS
 
$
1,397,594
   
$
1,361,886
 
 
               
LIABILITIES:
               
Deposits:
               
  Noninterest-bearing
 
$
169,014
   
$
171,840
 
  Interest-bearing
   
949,578
     
933,103
 
Total deposits
   
1,118,592
     
1,104,943
 
Borrowed funds
   
133,652
     
114,664
 
Accrued interest payable
   
903
     
897
 
Other liabilities
   
12,166
     
12,371
 
TOTAL LIABILITIES
   
1,265,313
     
1,232,875
 
STOCKHOLDERS' EQUITY:
               
Preferred Stock
               
  $1.00 par value; authorized 3,000,000 shares at June 30, 2018 and
               
   December 31, 2017; none issued in 2018 or 2017
   
-
     
-
 
Common stock
               
$1.00 par value; authorized 25,000,000 shares at June 30, 2018 and
         
     15,000,000 at December 31, 2017; issued 3,904,212 at June 30, 2018 and
               
     3,869,939 at December 31, 2017
   
3,904
     
3,870
 
Additional paid-in capital
   
53,098
     
51,108
 
Retained earnings
   
93,717
     
89,982
 
Accumulated other comprehensive loss
   
(5,357
)
   
(3,398
)
Treasury stock, at cost:  391,559 shares at June 30, 2018
               
  and 383,065 shares at December 31, 2017
   
(13,081
)
   
(12,551
)
TOTAL STOCKHOLDERS' EQUITY
   
132,281
     
129,011
 
TOTAL LIABILITIES AND
               
   STOCKHOLDERS' EQUITY
 
$
1,397,594
   
$
1,361,886
 
 
               
The accompanying notes are an integral part of these unaudited consolidated financial statements.
         


1

 
CITIZENS FINANCIAL SERVICES, INC.
                       
CONSOLIDATED STATEMENT OF INCOME
                       
(UNAUDITED)
                       
 
 
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(in thousands, except share and per share data)
 
2018
   
2017
   
2018
   
2017
 
INTEREST INCOME:
                       
Interest and fees on loans
 
$
12,461
   
$
10,304
   
$
24,322
   
$
20,021
 
Interest-bearing deposits with banks
   
66
     
45
     
124
     
80
 
Investment securities:
                               
    Taxable
   
916
     
775
     
1,716
     
1,579
 
    Nontaxable
   
474
     
601
     
1,001
     
1,269
 
    Dividends
   
111
     
53
     
248
     
129
 
TOTAL INTEREST INCOME
   
14,028
     
11,778
     
27,411
     
23,078
 
INTEREST EXPENSE:
                               
Deposits
   
1,585
     
1,143
     
2,901
     
2,188
 
Borrowed funds
   
692
     
231
     
1,339
     
489
 
TOTAL INTEREST EXPENSE
   
2,277
     
1,374
     
4,240
     
2,677
 
NET INTEREST INCOME
   
11,751
     
10,404
     
23,171
     
20,401
 
Provision for loan losses
   
325
     
625
     
825
     
1,240
 
NET INTEREST INCOME AFTER
                               
    PROVISION FOR LOAN LOSSES
   
11,426
     
9,779
     
22,346
     
19,161
 
NON-INTEREST INCOME:
                               
Service charges
   
1,170
     
1,120
     
2,274
     
2,178
 
Trust
   
150
     
188
     
401
     
409
 
Brokerage and insurance
   
168
     
114
     
349
     
305
 
Gains on loans sold
   
60
     
148
     
132
     
249
 
Equity security gains, net
   
7
     
-
     
13
     
-
 
Available for sale security gains, net
   
-
     
23
     
-
     
195
 
Earnings on bank owned life insurance
   
154
     
167
     
306
     
333
 
Other
   
133
     
128
     
273
     
254
 
TOTAL NON-INTEREST INCOME
   
1,842
     
1,888
     
3,748
     
3,923
 
NON-INTEREST EXPENSES:
                               
Salaries and employee benefits
   
4,737
     
4,377
     
9,572
     
8,743
 
Occupancy
   
514
     
477
     
1,106
     
1,004
 
Furniture and equipment
   
122
     
146
     
264
     
285
 
Professional fees
   
262
     
258
     
557
     
568
 
FDIC insurance
   
107
     
95
     
207
     
200
 
Pennsylvania shares tax
   
300
     
243
     
600
     
524
 
Amortization of intangibles
   
74
     
73
     
150
     
149
 
Other real estate owned expenses
   
157
     
82
     
295
     
172
 
Other
   
1,429
     
1,415
     
2,783
     
2,712
 
TOTAL NON-INTEREST EXPENSES
   
7,702
     
7,166
     
15,534
     
14,357
 
Income before provision for income taxes
   
5,566
     
4,501
     
10,560
     
8,727
 
Provision for income taxes
   
875
     
1,033
     
1,622
     
1,956
 
NET INCOME
 
$
4,691
   
$
3,468
   
$
8,938
   
$
6,771
 
                                 
PER COMMON SHARE DATA:
                               
Net Income - Basic
 
$
1.34
   
$
0.99
   
$
2.55
   
$
1.93
 
Net Income - Diluted
 
$
1.34
   
$
0.99
   
$
2.55
   
$
1.93
 
Cash Dividends Paid
 
$
0.435
   
$
0.401
   
$
0.870
   
$
0.802
 
 
                               
Number of shares used in computation - basic
   
3,507,242
     
3,514,394
     
3,509,882
     
3,513,925
 
Number of shares used in computation - diluted
   
3,508,709
     
3,515,582
     
3,510,513
     
3,514,535
 
 
                               
The accompanying notes are an integral part of these unaudited consolidated financial statements.
                 


2

 
CITIZENS FINANCIAL SERVICES, INC.
                                               
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                               
(UNAUDITED)
                                               
 
 
Three Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
 
(in thousands)
       
2018
         
2017
         
2018
         
2017
 
Net income
       
$
4,691
         
$
3,468
         
$
8,938
         
$
6,771
 
Other comprehensive income (loss):
                                                       
      Change in unrealized gains on available for sale securities
   
(529
)
           
654
             
(2,574
)
           
724
         
      Income tax effect
   
112
             
(222
)
           
540
             
(246
)
       
      Change in unrecognized pension cost
   
47
             
52
             
93
             
112
         
      Income tax effect
   
(10
)
           
(17
)
           
(19
)
           
(38
)
       
      Less:  Reclassification adjustment for investment
                                                               
               security gains included in net income
   
-
             
(23
)
           
-
             
(195
)
       
      Income tax effect
   
-
             
8
             
-
             
66
         
Other comprehensive income (loss), net of tax
           
(380
)
           
452
             
(1,960
)
           
423
 
Comprehensive income
         
$
4,311
           
$
3,920
           
$
6,978
           
$
7,194
 
 
                                                               
The accompanying notes are an integral part of these unaudited consolidated financial statements.
                         


3


 
CITIZENS FINANCIAL SERVICES, INC.
           
CONSOLIDATED STATEMENT OF CASH FLOWS
           
(UNAUDITED)
 
Six Months Ended
 
 
 
June 30,
 
(in thousands)
 
2018
   
2017
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
  Net income
 
$
8,938
   
$
6,771
 
  Adjustments to reconcile net income to net
               
   cash provided by operating activities:
               
    Provision for loan losses
   
825
     
1,240
 
    Depreciation and amortization
   
182
     
199
 
    Amortization and accretion of investment securities
   
569
     
735
 
    Deferred income taxes
   
42
     
(105
)
    Equity and available for sale securities gains, net
   
(13
)
   
(195
)
    Earnings on bank owned life insurance
   
(306
)
   
(333
)
    Originations of loans held for sale
   
(7,260
)
   
(10,247
)
    Proceeds from sales of loans held for sale
   
6,849
     
11,840
 
    Realized gains on loans sold
   
(132
)
   
(249
)
    (Increase) decrease in accrued interest receivable
   
(89
)
   
392
 
    Increase (decrease) in accrued interest payable
   
6
     
(92
)
    Other, net
   
23
     
(166
)
      Net cash provided by operating activities
   
9,634
     
9,790
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
  Available-for-sale securities:
               
    Proceeds from sales
   
-
     
25,407
 
    Proceeds from maturity and principal repayments
   
31,351
     
36,510
 
    Purchase of securities
   
(29,828
)
   
(13,829
)
  Purchase of equity securities
   
(91
)    
-
 
  Purchase of interest bearing time deposits with other banks
   
(4,721
)
   
(4,069
)
  Proceeds from sale of interest bearing time deposits with other banks
   
1,239
     
1,745
 
  Proceeds from matured interest bearing time deposits with other banks
   
-
     
496
 
  Proceeds from redemption of regulatory stock
   
5,138
     
4,303
 
  Purchase of regulatory stock
   
(5,574
)
   
(3,487
)
  Net increase in loans
   
(39,375
)
   
(88,468
)
  Purchase of premises and equipment
   
(140
)
   
(131
)
  Proceeds from sale of foreclosed assets held for sale
   
736
     
237
 
      Net cash used in investing activities
   
(41,265
)
   
(41,286
)
CASH FLOWS FROM FINANCING ACTIVITIES:
               
  Net increase in deposits
   
13,649
     
45,706
 
  Proceeds from long-term borrowings
   
4
     
5
 
  Net short-term borrowed funds
   
18,984
     
(9,669
)
  Purchase of treasury and restricted stock
   
(850
)
   
(509
)
  Dividends paid
   
(3,060
)
   
(2,429
)
      Net cash provided by financing activities
   
28,727
     
33,104
 
          Net (decrease) increase in cash and cash equivalents
   
(2,904
)
   
1,608
 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
   
18,517
     
17,754
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
15,613
   
$
19,362
 
 
               
Supplemental Disclosures of Cash Flow Information:
               
    Interest paid
 
$
4,234
   
$
2,769
 
    Income taxes paid
 
$
1,200
   
$
2,075
 
    Loans transferred to foreclosed property
 
$
78
   
$
335
 
    Investments purchased and not settled
 
$
-
   
$
1,541
 
 
               
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 

4

 CITIZENS FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Basis of Presentation

Citizens Financial Services, Inc. (individually and collectively with its direct and indirect subsidiaries, the "Company") is a Pennsylvania corporation and the holding company of its wholly owned subsidiary, First Citizens Community Bank (the "Bank"), and of the Bank's wholly owned subsidiary, First Citizens Insurance Agency, Inc. ("First Citizens Insurance").

The accompanying consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission ("SEC") and in conformity with U.S. generally accepted accounting principles.  Because this report is based on an interim period, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted.  Certain of the prior year amounts have been reclassified to conform with the current year presentation.  Such reclassifications had no effect on net income or stockholders' equity.  All material inter‑company balances and transactions have been eliminated in consolidation.

In the opinion of management of the Company, the accompanying interim financial statements at June 30, 2018 and for the periods ended June 30, 2018 and 2017 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. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. The financial performance reported for the Company for the six month period ended June 30, 2018 is not necessarily indicative of the results to be expected for the full year.  This information should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

In May 2014,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaces most existing revenue recognition guidance in GAAP. The new standard was effective for the Company on January 1, 2018. Adoption of ASU 2014-09 did not have a material impact on the Company's consolidated financial statements other than additional disclosures in note 2 as the Company's primary sources of revenues are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not within the scope of ASU 2014-09.

In January 2016, the FASB finalized ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This accounting standard (a) requires separate presentation of equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) on the balance sheet and measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets.

5

The adoption resulted in the Company recognizing a one-time cumulative effect adjustment of $1,000 between accumulated other comprehensive income and retained earnings on the consolidated balance sheet for the fair value of equity securities included in accumulated other comprehensive income as of the beginning of the period. The adjustment had no impact on net income on any prior periods presented.

The Company has adopted this standard during the reporting period. On a prospective basis, the Company implemented changes to the measurement of the fair value of financial instruments using an exit price notion for disclosure purposes included in Note 12 to the financial statements. The June 30, 2018 fair value of each class of financial instruments disclosure did utilize the exit price notion when measuring fair value and, therefore, may not be comparable to the December 3l, 2017 disclosure.

In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 71S). The amendments in this Update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component. The Company adopted the standard on January 1, 2018, which resulted in a reclassification of $(53)and ($100) from Salaries and employee benefits into Other noninterest expenses on the Consolidated Statement of Income for the three and six month periods ended June 30, 2017. See note 10 for additional information on the presentation of these pension cost components.

Note 2 – Revenue Recognition

Effective January 1, 2018, the Company adopted Accounting Standards Update ASU 2014-09 Revenue from Contracts with Customers – Topic 606 and all subsequent ASUs that modified ASC 606. The Company has elected to apply the standard to all prior periods presented utilizing the full retrospective approach. The implementation of the new standard had no material impact to the measurement or recognition of revenue of prior periods. Management determined that the primary sources of revenue emanating from interest and dividend income on loans and investments along with noninterest revenue resulting from investment security gains, loan servicing, gains on loans sold and earnings on bank owned life insurances are not within the scope of ASC 606. As a result, no changes were made during the period related to these sources of revenue, which cumulatively comprise 90.13% and 89.8% of the total revenue of the Company for the three and six months ended June 30, 2018, respectively. The main types of noninterest income within the scope of the standard are as follows:

·
Service charges on deposit accounts – The Company has contracts with its deposit customers where fees are charged if certain parameters are not met. These agreements can be cancelled at any time by either the Company or the deposit customer. Revenue from these transactions is recognized on a monthly basis as the Company has an unconditional right to the fee consideration. The Company also has transaction fees related to specific transactions or activities resulting from a customer request or activity that include overdraft fees, online banking fees, interchange fees, ATM fees and other transaction fees. All of these fees are attributable to specific performance obligations of the Company where the revenue is recognized at a defined point in time upon the completion of the requested service/transaction.

·
Trust fees – Typical contracts for trust services are based on a fixed percentage of the assets earned ratably over a defined period and billed on a monthly basis. Fees charged to customers' accounts are recognized as revenue over the period during which the Company fulfills its performance obligation under the contract (i.e., holding client asset in a managed fiduciary trust account). For these accounts, the performance obligation of the Company is typically satisfied by holding and managing the customer's assets over time. Other fees related to specific customer requests are attributable to specific performance obligations of the Company where the revenue is recognized at a defined point in time, upon completion of the requested service/transaction.

·
Gains (losses) on sale of other real estate owned – Gains and losses are recognized at the completion of the property sale when the buyer obtains control of the real estate and all of the performance obligations of the Company have been satisfied. Evidence of the buyer obtaining control of the asset include transfer of the property title, physical possession of the asset, and the buyer obtaining control of the risks and rewards related to the asset. In situations where the Company agrees to provide financing to facilitate the sale, additional analysis is performed to ensure that the contract for sale identifies the buyer and seller, the asset to be transferred, payment terms, and that the contract has a true commercial substance and that collection of amounts due from the buyer are reasonable. In situations where financing terms are not reflective of current market terms, the transaction price is discounted impacting the gain/loss and the carrying value of the asset.
 
6

 
·
Brokerage and insurance – Fees includes commissions from the sales of investments and insurance products recognized on a trade date basis as the performance obligation is satisfied at the point in time in which the trade is processed. Additional fees are based on a percentage of the market value of customer accounts and billed on a monthly or quarterly basis. The Company's performance obligation under the contracts with certain customers is generally satisfied through the passage of time as the Company monitors and manages the assets in the customer's portfolio and is not dependent on certain return or performance level of the customer's portfolio. Fees for these services are billed monthly and are recorded as revenue at the end of the month for which the wealth management service has been performed. Other performance obligations (such as the delivery of account statements to customers) are generally considered immaterial to the overall transaction price.

The following table depicts the disaggregation of revenue derived from contracts with customers to depict the nature, amount, timing, and uncertainty of revenue and cash flows for the three and six months ended June 30, 2018. All revenue in the table below relates to goods and services transferred at a point in time.

Revenue stream
 
June 30, 2018
 
Service charges on deposit accounts
 
Three Months Ended
   
Six Months Ended
 
Overdraft fees
 
$
381
   
$
748
 
Statement fees
   
51
     
105
 
Interchange revenue
   
574
     
1,105
 
ATM income
   
101
     
197
 
Other service charges
   
63
     
119
 
Total Service Charges
   
1,170
     
2,274
 
Trust
   
150
     
401
 
Brokerage and insurance
   
168
     
349
 
Other
   
78
     
163
 
Total
 
$
1,566
   
$
3,187
 

Note 3 - Earnings per Share

The following table sets forth the computation of earnings per share. Earnings per share calculations give retroactive effect to stock dividends declared by the Company.

   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2018
   
2017
   
2018
   
2017
 
Net income applicable to common stock
 
$
4,691,000
   
$
3,468,000
   
$
8,938,000
   
$
6,771,000
 
Basic earnings per share computation
                               
Weighted average common shares outstanding
   
3,507,242
     
3,514,394
     
3,509,882
     
3,513,925
 
Earnings per share - basic
 
$
1.34
   
$
0.99
   
$
2.55
   
$
1.93
 
Diluted earnings per share computation
                               
Weighted average common shares outstanding for basic earnings per share
   
3,507,242
     
3,514,394
     
3,509,882
     
3,513,925
 
Add: Dilutive effects of restricted stock
   
1,467
     
1,188
     
631
     
610
 
Weighted average common shares outstanding for dilutive earnings per share
   
3,508,709
     
3,515,582
     
3,510,513
     
3,514,535
 
Earnings per share - diluted
 
$
1.34
   
$
0.99
   
$
2.55
   
$
1.93
 
 
7

For the three months ended June 30, 2018 and 2017, there were 465 and 1,562 shares, respectively, related to the restricted stock plan that were excluded from the diluted earnings per share calculations since they were anti-dilutive. These anti-dilutive shares had per share prices ranging from $46.69-$61.04 for the three month period ended June 30, 2018 and per share prices ranging from $49.87-$53.15 for the three month period ended June 30, 2017. For the six months ended June 30, 2018 and 2017, 3,349 and 4,921 shares, respectively, related to the restricted stock plan were excluded from the diluted earnings per share calculations since they were anti-dilutive. These anti-dilutive shares had prices ranging from $46.69-$61.04 for the six month period ended June 30, 2018 and prices ranging from $47.81-$53.15 for the six month period ended June 30, 2017.

Note 4 – Investments

The amortized cost, gross unrealized gains and losses, and fair value of investment securities at June 30, 2018 and December 31, 2017 were as follows (in thousands):

         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
June 30, 2018
 
Cost
   
Gains
   
Losses
   
Value
 
Available-for-sale securities:
                       
  U.S. agency securities
 
$
103,190
   
$
30
   
$
(1,232
)
 
$
101,988
 
  U.S. treasury securities
   
33,783
     
-
     
(791
)
   
32,992
 
  Obligations of state and
                               
    political subdivisions
   
67,763
     
456
     
(347
)
   
67,872
 
  Corporate obligations
   
3,000
     
23
     
-
     
3,023
 
  Mortgage-backed securities in
                               
    government sponsored entities
   
45,202
     
3
     
(1,055
)
   
44,150
 
Total available-for-sale securities
 
$
252,938
   
$
512
   
$
(3,425
)
 
$
250,025
 

         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
December 31, 2017
 
Cost
   
Gains
   
Losses
   
Value
 
Available-for-sale securities:
                       
  U.S. agency securities
 
$
99,454
   
$
26
   
$
(593
)
 
$
98,887
 
  U.S. treasury securities
   
28,782
     
-
     
(178
)
   
28,604
 
  Obligations of state and
                               
    political subdivisions
   
78,409
     
820
     
(139
)
   
79,090
 
  Corporate obligations
   
3,000
     
83
     
-
     
3,083
 
  Mortgage-backed securities in
                               
    government sponsored entities
   
45,385
     
19
     
(377
)
   
45,027
 
  Equity securities in financial institutions
   
92
     
-
     
(1
)
   
91
 
Total available-for-sale securities
 
$
255,122
   
$
948
   
$
(1,288
)
 
$
254,782
 

The following table shows the Company's gross unrealized losses and fair value of the Company's investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time, which individual securities have been in a continuous unrealized loss position, at June 30, 2018 and December 31, 2017 (in thousands). As of June 30, 2018, the Company owned 201 securities whose fair value was less than their cost basis.

8


 
June 30, 2018
 
Less than Twelve Months
   
Twelve Months or Greater
   
Total
 
         
Gross
         
Gross
         
Gross
 
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
 
 
 
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
U.S. agency securities
 
$
76,159
   
$
(978
)
 
$
19,842
   
$
(254
)
 
$
96,001
   
$
(1,232
)
U.S. treasury securities
   
32,992
     
(791
)
   
-
     
-
     
32,992
     
(791
)
Obligations of state and
                                               
    political subdivisions
   
22,564
     
(220
)
   
6,007
     
(127
)
   
28,571
     
(347
)
Mortgage-backed securities in
                                               
   government sponsored entities
   
25,918
     
(399
)
   
17,677
     
(656
)
   
43,595
     
(1,055
)
    Total securities
 
$
157,633
   
$
(2,388
)
 
$
43,526
   
$
(1,037
)
 
$
201,159
   
$
(3,425
)
                                                 
December 31, 2017
                                               
U.S. agency securities
 
$
74,952
   
$
(421
)
 
$
16,928
   
$
(172
)
 
$
91,880
   
$
(593
)
U.S. treasury securities
   
28,604
     
(178
)
   
-
     
-
     
28,604
     
(178
)
Obligations of states and
                                               
     political subdivisions
   
14,885
     
(85
)
   
5,958
     
(54
)
   
20,843
     
(139
)
Mortgage-backed securities in
                                               
   government sponsored entities
   
27,154
     
(190
)
   
13,822
     
(187
)
   
40,976
     
(377
)
Equity securities in financial institutions
   
91
     
(1
)
   
-
     
-
     
91
     
(1
)
    Total securities
 
$
145,686
   
$
(875
)
 
$
36,708
   
$
(413
)
 
$
182,394
   
$
(1,288
)

As of June 30, 2018 and December 31, 2017, the Company's investment securities portfolio contained unrealized losses on agency securities issued or backed by the full faith and credit of the United States government or are generally viewed as having the implied guarantee of the U.S. government, U.S treasury securities, obligations of states and political subdivisions and mortgage backed securities issued by government sponsored entities. For fixed maturity investments management considers whether the present value of cash flows expected to be collected are less than the security's amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Company's intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value, to determine whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, if the Company does not intend to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of the security's amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the non-credit portion) is recognized in other comprehensive income, net of applicable taxes. Otherwise, the entire difference between fair value and amortized cost is charged to earnings. The Company has concluded that any impairment of its investment securities portfolio outlined in the above table is not other than temporary and is the result of interest rate changes, sector credit rating changes, or issuer-specific rating changes that are not expected to result in the non-collection of principal and interest during the period.

There were no sales of available for sale securities during the six months ended June 30, 2018. Proceeds from sales of securities available-for-sale for the six months ended June 30, 2017 were $25,407,000. There were no sales of available for sale securities during the three months ended June 30, 2018. Proceeds from sales of securities available-for-sale for the three months ended June 30, 2017 were $6,641,000. The gross gains and losses were as follows (in thousands):
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
 
 
2018
   
2017
   
2018
   
2017
 
Gross gains on available for sale securities
 
$
-
   
$
30
   
$
-
   
$
202
 
Gross losses on available for sale securities
   
-
     
(7
)
   
-
     
(7
)
Net gains
 
$
-
   
$
23
   
$
-
   
$
195
 

The following table presents the net gains on the Company's equity investments recognized in earnings during the three month and six month periods ended June 30, 2018, and the portion of unrealized gains for the period that relates to equity investments held at June 30, 2018 (in thousands):
 
9

 
   
Three Months Ended June 30, 2018
   
Six Months Ended June 30, 2018
 
Net gains recognized in equity securities during the period
 
$
7
   
$
13
 
Less: Net gains realized on the sale of equity securities during the period
   
-
     
-
 
Unrealized gains recognized in equity securities held at reporting date
 
$
7
   
$
13
 

Investment securities with an approximate carrying value of $240.8 million and $243.4 million at June 30, 2018 and December 31, 2017, respectively, were pledged to secure public funds and certain other deposits.

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.   The amortized cost and fair value of debt securities (excludes equity securities) at June 30, 2018, by contractual maturity, are shown below (in thousands):

   
Amortized
       
 
 
Cost
   
Fair Value
 
Available-for-sale debt securities:
           
  Due in one year or less
 
$
47,012
   
$
47,121
 
  Due after one year through five years
   
106,241
     
104,395
 
  Due after five years through ten years
   
50,336
     
49,644
 
  Due after ten years
   
49,349
     
48,865
 
Total
 
$
252,938
   
$
250,025
 

Note 5 – Loans

The Company grants loans primarily to customers throughout north central, central and south central Pennsylvania and the southern tier of New York.  Although the Company had a diversified loan portfolio at June 30, 2018 and December 31, 2017, a substantial portion of its debtors' ability to honor their contracts is dependent on the economic conditions within these regions. The following table summarizes the primary segments of the loan portfolio and how those segments are analyzed within the allowance for loan losses as of June 30, 2018 and December 31, 2017 (in thousands):

June 30, 2018
 
Total Loans
   
Individually
evaluated for impairment
   
Loans acquired
with deteriorated
credit quality
   
Collectively
evaluated for impairment
 
Real estate loans:
                       
     Residential
 
$
213,242
   
$
1,131
   
$
30
   
$
212,081
 
     Commercial
   
309,571
     
13,791
     
1,388
     
294,392
 
     Agricultural
   
262,691
     
5,204
     
683
     
256,804
 
     Construction
   
27,901
     
-
     
-
     
27,901
 
Consumer
   
9,740
     
-
     
-
     
9,740
 
Other commercial loans
   
75,002
     
3,934
     
425
     
70,643
 
Other agricultural loans
   
42,131
     
1,471
     
-
     
40,660
 
State and political subdivision loans
   
99,922
     
-
     
-
     
99,922
 
Total
   
1,040,200
     
25,531
     
2,526
     
1,012,143
 
Allowance for loan losses
   
11,941
     
405
     
-
     
11,536
 
Net loans
 
$
1,028,259
   
$
25,126
   
$
2,526
   
$
1,000,607
 

10

 
December 31, 2017
 
Total Loans
   
Individually
evaluated for
impairment
   
Loans acquired
with deteriorated
credit quality
   
Collectively
evaluated for
impairment
 
Real estate loans:
                       
     Residential
 
$
214,479
   
$
1,065
   
$
33
   
$
213,381
 
     Commercial
   
308,084
     
13,864
     
1,460
     
292,760
 
     Agricultural
   
239,957
     
3,901
     
702
     
235,354
 
     Construction
   
13,502
     
-
     
-
     
13,502
 
Consumer
   
9,944
     
8
     
-
     
9,936
 
Other commercial loans
   
72,013
     
4,197
     
443
     
67,373
 
Other agricultural loans
   
37,809
     
1,363
     
-
     
36,446
 
State and political subdivision loans
   
104,737
     
-
     
-
     
104,737
 
Total
   
1,000,525
     
24,398
     
2,638
     
973,489
 
Allowance for loan losses
   
11,190
     
410
     
-
     
10,780
 
Net loans
 
$
989,335
   
$
23,988
   
$
2,638
   
$
962,709
 

Purchased loans were recorded at fair value on their purchase date without a carryover of the related allowance for loan losses. Upon acquisition, the Company evaluated whether an acquired loan was within the scope of ASC 310-30, Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality. Purchased credit-impaired ("PCI") loans are loans that have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments. Based upon management's review, there were no material increases or decreases in the expected cash flows of these loans between the acquisition date and June 30, 2018. The fair value of PCI loans, on the acquisition date, was determined, primarily based on the fair value of the loans' collateral. The carrying value of PCI loans was $2,526,000 and $2,638,000 at June 30, 2018 and December 31, 2017, respectively. The carrying value of the PCI loans was determined by projected discounted contractual cash flows and collateral valuations.

Changes in the accretable yield for PCI loans were as follows for the three and six months ended June 30, 2018 and 2017, respectively (in thousands):

 
 
Three months ended
   
Six months ended
 
 
 
June 30,
   
June 30,
 
 
 
2018
   
2017
   
2018
   
2017
 
Balance at beginning of period
 
$
82
   
$
275
   
$
106
   
$
389
 
Accretion
   
(23
)
   
(108
)
   
(47
)
   
(222
)
Balance at end of period
 
$
59
   
$
167
   
$
59
   
$
167
 

The following table presents additional information regarding loans acquired with specific evidence of deterioration in credit quality under ASC 310-30 (in thousands):


   
June 30, 2018
   
December 31, 2017
 
Outstanding balance
 
$
5,262
   
$
5,295
 
Carrying amount
   
2,526
     
2,638
 

The segments of the Company's loan portfolio are disaggregated into classes to a level that allows management to monitor risk and performance. Residential real estate mortgages consist primarily of 15 to 30 year first mortgages on residential real estate, while residential real estate home equity loans are consumer purpose installment loans or lines of credit with terms of 15 years or less secured by a mortgage which is often a second lien on residential real estate. Commercial real estate loans are business purpose loans secured by a mortgage on commercial real estate. Agricultural real estate loans are loans secured by a mortgage on real estate used in agriculture production. Construction real estate loans are loans secured by residential, commercial or agricultural real estate used during the construction phase of residential, commercial or agricultural projects. Consumer loans are typically unsecured or primarily secured by assets other than real estate and overdraft lines of credit are typically secured by customer deposit accounts. Other commercial loans are loans for commercial purposes primarily secured by non-real estate collateral. Other agricultural loans are loans for agricultural purposes primarily secured by non-real estate collateral. State and political subdivision loans are loans to state and local municipalities for capital and operating expenses or tax free loans used to finance commercial development.

11

Management considers other commercial loans, other agricultural loans, state and political subdivision loans, commercial real estate loans and agricultural real estate loans which are 90 days or more past due to be impaired. Management will also consider a loan impaired based on other factors it becomes aware of, including the customer's results of operations and cash flows or if the loan is modified in a troubled debt restructuring. In addition, certain residential mortgages, home equity and consumer loans that are cross collateralized with commercial relationships that are determined to be impaired may also be classified as impaired. Impaired loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allocation of the allowance for loan losses or a charge-off to the allowance for loan losses.

The following table includes the recorded investment and unpaid principal balances for impaired financing receivables by class, excluding PCI loans, with the associated allowance amount, if applicable (in thousands):
 
 
       
Recorded
   
Recorded
             
 
 
Unpaid
   
Investment
   
Investment
   
Total
       
 
 
Principal
   
With No
   
With
   
Recorded
   
Related
 
June 30, 2018
 
Balance
   
Allowance
   
Allowance
   
Investment
   
Allowance
 
Real estate loans:
                             
     Mortgages
 
$
1,138
   
$
261
   
$
776
   
$
1,037
   
$
15
 
     Home Equity
   
111
     
14
     
80
     
94
     
15
 
     Commercial
   
16,576
     
12,442
     
1,349
     
13,791
     
159
 
     Agricultural
   
5,210
     
3,648
     
1,556
     
5,204
     
25
 
     Construction
   
-
     
-
     
-
     
-
     
-
 
Consumer
   
-
     
-
     
-
     
-
     
-
 
Other commercial loans
   
4,489
     
3,552
     
382
     
3,934
     
151
 
Other agricultural loans
   
1,514
     
1,295
     
176
     
1,471
     
40
 
State and political subdivision loans
   
-
     
-
     
-
     
-
     
-
 
Total
 
$
29,038
   
$
21,212
   
$
4,319
   
$
25,531
   
$
405
 

         
Recorded
   
Recorded
             
   
Unpaid
   
Investment
   
Investment
   
Total
       
 
 
Principal
   
With No
   
With
   
Recorded
   
Related
 
December 31, 2017
 
Balance
   
Allowance
   
Allowance
   
Investment
   
Allowance
 
Real estate loans:
                             
     Mortgages
 
$
1,055
   
$
273
   
$
700
   
$
973
   
$
47
 
     Home Equity
   
92
     
40
     
52
     
92
     
9
 
     Commercial
   
16,363
     
13,154
     
710
     
13,864
     
94
 
     Agricultural
   
5,231
     
3,283
     
618
     
3,901
     
3
 
     Construction
   
-
     
-
     
-
     
-
     
-
 
Consumer
   
10
     
2
     
6
     
8
     
-
 
Other commercial loans
   
4,739
     
3,766
     
431
     
4,197
     
231
 
Other agricultural loans
   
1,397
     
1,238
     
125
     
1,363
     
26
 
State and political subdivision loans
   
-
     
-
     
-
     
-
     
-
 
Total
 
$
28,887
   
$
21,756
   
$
2,642
   
$
24,398
   
$
410
 

The following tables includes the average balance of impaired financing receivables by class and the income recognized on these receivables for the three and six month periods ended June 30, 2018 and 2017(in thousands):

12


 
 
 
For the Three Months Ended
 
 
 
June 30, 2018
   
June 30, 2017
 
 
             
Interest
               
Interest
 
 
 
Average
   
Interest
   
Income
   
Average
   
Interest
   
Income
 
 
 
Recorded
   
Income
   
Recognized
   
Recorded
   
Income
   
Recognized
 
 
 
Investment
   
Recognized
   
Cash Basis
   
Investment
   
Recognized
   
Cash Basis
 
Real estate loans:
                                   
     Mortgages
 
$
1,045
   
$
3
   
$
-
   
$
986
   
$
3
   
$
-
 
     Home Equity
   
95
     
1
     
-
     
60
     
1
     
-
 
     Commercial
   
13,833
     
120
     
3
     
12,980
     
134
     
-
 
     Agricultural
   
4,185
     
49
     
-
     
3,641
     
32
     
-
 
     Construction
   
-
     
-
     
-
     
-
     
-
     
-
 
Consumer
   
-
     
-
     
-
     
3
     
-
     
-
 
Other commercial loans
   
4,067
     
26
     
-
     
5,029
     
37
     
17
 
Other agricultural loans
   
1,342
     
9
     
-
     
1,515
     
22
     
-
 
State and political subdivision loans
   
-
     
-
     
-
     
-
     
-
     
-
 
Total
 
$
24,567
   
$
208
   
$
3
   
$
24,214
   
$
229
   
$
17
 

 
 
For the Six Months ended
 
 
 
June 30, 2018
   
June 30, 2017
 
 
             
Interest
               
Interest
 
 
 
Average
   
Interest
   
Income
   
Average
   
Interest
   
Income
 
 
 
Recorded
   
Income
   
Recognized
   
Recorded
   
Income
   
Recognized
 
 
 
Investment
   
Recognized
   
Cash Basis
   
Investment
   
Recognized
   
Cash Basis
 
Real estate loans:
                                   
     Mortgages
 
$
1,034
   
$
7
   
$
-
   
$
940
   
$
6
   
$
-
 
     Home Equity
   
101
     
2
     
-
     
58
     
2
     
-
 
     Commercial
   
13,814
     
242
     
8
     
9,387
     
158
     
3
 
     Agricultural
   
4,135
     
100
     
-
     
3,513
     
63
     
-
 
     Construction
   
-
     
-
     
-
     
-
     
-
     
-
 
Consumer
   
2
     
-
     
-
     
2
     
-
     
-
 
Other commercial loans
   
4,112
     
52
     
-
     
5,313
     
77
     
27
 
Other agricultural loans
   
1,356
     
19
     
-
     
1,571
     
45
     
-
 
State and political subdivision loans
   
-
     
-
     
-
     
-
     
-
     
-
 
Total
 
$
24,554
   
$
422
   
$
8
   
$
20,784
   
$
351
   
$
30
 

Credit Quality Information

For commercial real estate, agricultural real estate, construction, other commercial, other agricultural and state and political subdivision loans, management uses a nine grade internal risk rating system to monitor credit quality. The first five categories are considered not criticized and are aggregated as "Pass" rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The definitions of each rating are defined below:
·
Pass (Grades 1-5) – These loans are to customers with credit quality ranging from an acceptable to very high quality and are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.
·
Special Mention (Grade 6) – This loan grade is in accordance with regulatory guidance and includes loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.
·
Substandard (Grade 7) – This loan grade is in accordance with regulatory guidance and includes loans that have a well-defined weakness based on objective evidence and be characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
·
Doubtful (Grade 8) – This loan grade is in accordance with regulatory guidance and includes loans that have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.
 
13

·
Loss (Grade 9) – This loan grade is in accordance with regulatory guidance and includes loans that are considered uncollectible, or of such value that continuance as an asset is not warranted.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay the loan as agreed, the Company's loan rating process includes several layers of internal and external oversight. The Company's loan officers are responsible for the timely and accurate risk rating of the loans in each of their portfolios at origination and on an ongoing basis under the supervision of management.  All commercial, agricultural and state and political loans are reviewed annually to ensure the appropriateness of the loan grade. In addition, the Company engages an external consultant on at least an annual basis to 1) review a minimum of 50% of the dollar volume of the commercial loan portfolio on an annual basis, 2) review new loans originated for over $1.0 million in the last year, 3) review a majority of borrowers with commitments greater than or equal to $1.0 million,  4) review selected loan relationships over $750,000 which are over 30 days past due or classified Special Mention, Substandard, Doubtful, or Loss, and 5) such other loans which management or the consultant deems appropriate.

The following tables represent credit exposures by internally assigned grades as of June 30, 2018 and December 31, 2017 (in thousands):

June 30, 2018
 
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Loss
   
Ending Balance
 
Real estate loans:
                                   
     Commercial
 
$
284,415
   
$
13,347
   
$
11,690
   
$
119
   
$
-
   
$
309,571
 
     Agricultural
   
244,605
     
12,427
     
5,659
     
-
     
-
     
262,691
 
     Construction
   
27,901
     
-
     
-
     
-
     
-
     
27,901
 
Other commercial loans
   
71,036
     
870
     
2,975
     
121
     
-
     
75,002
 
Other agricultural loans
   
39,753
     
1,048
     
1,330
     
-
     
-
     
42,131
 
State and political
                                               
   subdivision loans
   
89,602
     
-
     
10,320
     
-
     
-
     
99,922
 
Total
 
$
757,312
   
$
27,692
   
$
31,974
   
$
240
   
$
-
   
$
817,218
 

December 31, 2017
 
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Loss
   
Ending Balance
 
Real estate loans:
                                   
     Commercial
 
$
281,742
   
$
15,029
   
$
11,271
   
$
42
   
$
-
   
$
308,084
 
     Agricultural
   
222,198
     
11,538
     
6,221
     
-
     
-
     
239,957
 
     Construction
   
13,364
     
-
     
138
     
-
     
-
     
13,502
 
Other commercial loans
   
67,706
     
615
     
3,567
     
125
     
-
     
72,013
 
Other agricultural loans
   
34,914
     
1,325
     
1,570
     
-
     
-
     
37,809
 
State and political
                                               
   subdivision loans
   
94,125
     
-
     
10,612
     
-
     
-