UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended~~June~~September 30, 2016

¨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~~ ~~000-13232~~

Commission File Number

000-13232

Juniata Valley Financial Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania		23-2235254
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Bridge and Main Streets, Mifflintown, Pennsylvania		17059
(Address of principal executive offices)		(Zip Code)

(717) 436-8211

(Registrant’s telephone number, including area code)

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.

x ~~Yes~~ ¨ No

x 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 (§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).

x ~~Yes~~ ¨No

x Yes ¨No

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

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer¨(Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨YesxNo

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding as of ~~August~~November 9, 2016
Common Stock ($1.00 par value)		4,804,000 shares

TABLE OF CONTENTS

			PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Financial Condition as of ~~June~~September 30, 2016 and December 31, 2015 (Unaudited)	3

	Consolidated Statements of Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2016 and ~~June~~September 30, 2015 (Unaudited)	4

	Consolidated Statements of Comprehensive Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2016 and 2015 (Unaudited)	5

	Consolidated Statements of Stockholders’ Equity for the ~~Six~~Nine Months Ended ~~June~~September 30, 2016 and 2015 (Unaudited)	6

	Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2016 and 2015 (Unaudited)	7

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45

Item 4.	Controls and Procedures	47

			PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3.	Defaults upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits	49

	Signatures	50

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Financial Condition

( in thousands, except share data)

	(Unaudited)						(Unaudited)
	June 30,			December 31,			September 30,			December 31,
	2016			2015			2016			2015
ASSETS
Cash and due from banks	$	10,495		$	10,385		$	9,314		$	10,385
Interest bearing deposits with banks		123			73			147			73
Cash and cash equivalents		10,618			10,458			9,461			10,458

Interest bearing time deposits with banks		350			350			350			350
Securities available for sale		143,889			152,327			149,960			152,327
Restricted investment in Federal Home Loan Bank (FHLB) stock		2,487			3,509			2,863			3,509
Investment in unconsolidated subsidiary		4,623			4,553			4,668			4,553
Residential mortgage loans held for sale		-			125			-			125
Student loans held for sale		-			1,683			-			1,683
Total loans		378,106			377,043			377,279			377,043
Less: Allowance for loan losses		(2,573	)		(2,478	)		(2,688	)		(2,478	)
Total loans, net of allowance for loan losses		375,533			374,565			374,591			374,565
Premises and equipment, net		6,998			6,909			6,945			6,909
Other real estate owned		604			617			718			617
Bank owned life insurance and annuities		15,088			14,905			14,553			14,905
Investment in low income housing partnership		3,403			3,368			3,323			3,368
Core deposit and other intangible		307			366			281			366
Goodwill		5,448			5,381			5,448			5,381
Mortgage servicing rights		197			205			196			205
Accrued interest receivable and other assets		3,254			4,607			3,660			4,607
Total assets	$	572,799		$	583,928		$	577,017		$	583,928
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	105,193		$	106,667		$	104,470		$	106,667
Interest bearing		361,851			350,459			358,847			350,459
Total deposits		467,044			457,126			463,317			457,126

Securities sold under agreements to repurchase		4,469			4,996			5,303			4,996
Short-term borrowings		7,119			30,061			13,000			30,061
Long-term debt		25,000			22,500			25,000			22,500
Other interest bearing liabilities		1,497			1,471			1,505			1,471
Accrued interest payable and other liabilities		5,786			7,812			6,745			7,812
Total liabilities		510,915			523,966			514,870			523,966
Stockholders' Equity:
Preferred stock, no par value:
Authorized - 500,000 shares, none issued		-			-			-			-
Common stock, par value $1.00 per share:
Authorized - 20,000,000 shares
Issued -
4,805,000 shares at June 30, 2016;
4,805,000 shares at September 30, 2016;
4,798,086 shares at December 31, 2015
Outstanding -
4,804,000 shares at June 30, 2016;
4,804,000 shares at September 30, 2016;
4,798,086 shares at December 31, 2015		4,805			4,798			4,805			4,798
Surplus		18,443			18,352			18,459			18,352
Retained earnings		39,309			39,015			39,699			39,015
Accumulated other comprehensive loss		(655	)		(2,203	)		(798	)		(2,203	)
Cost of common stock in Treasury:
1,000 shares at June 30, 2016		(18	)		-
1,000 shares at September 30, 2016								(18	)		-
Total stockholders' equity		61,884			59,962			62,147			59,962
Total liabilities and stockholders' equity	$	572,799		$	583,928		$	577,017		$	583,928

See Notes to Consolidated Financial Statements

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Income

(Unaudited, in thousands, except share data)

	Three Months Ended					Six Months Ended					Three Months Ended					Nine Months Ended
	June 30,					June 30,					September 30,					September 30,
	2016		2015			2016		2015			2016		2015			2016		2015
Interest income:
Loans, including fees	$	4,358	$	3,548		$	8,799	$	7,095		$	4,356	$	3,630		$	13,155	$	10,725
Taxable securities		610		557			1,241		1,118			590		539			1,831		1,657
Tax-exempt securities		102		114			214		232			100		113			314		345
Other interest income		7		1			10		1			3		-			13		1
Total interest income		5,077		4,220			10,264		8,446			5,049		4,282			15,313		12,728
Interest expense:
Deposits		450		413			889		894			461		386			1,350		1,280
Securities sold under agreements to repurchase		1		1			2		2			1		2			3		4
Short-term borrowings		2		10			44		21			5		15			49		36
Long-term debt		85		68			154		136			87		69			241		205
Other interest bearing liabilities		8		4			15		8			7		7			22		15
Total interest expense		546		496			1,104		1,061			561		479			1,665		1,540
Net interest income		4,531		3,724			9,160		7,385			4,488		3,803			13,648		11,188
Provision for loan losses		113		112			234		162			132		140			366		302
Net interest income after provision for loan losses		4,418		3,612			8,926		7,223			4,356		3,663			13,282		10,886
Non-interest income:
Customer service fees		421		389			808		753			471		396			1,279		1,149
Debit card fee income		262		219			505		424			264		219			769		643
Earnings on bank-owned life insurance and annuities		89		92			177		182			107		106			284		288
Trust fees		151		84			231		165			84		105			315		270
Commissions from sales of non-deposit products		68		118			138		208			43		61			181		269
Income from unconsolidated subsidiary		62		62			102		111			61		60			163		171
Fees derived from loan activity		64		52			117		86			58		49			175		135
Mortgage banking income		30		60			65		114			41		30			106		144
Net gain (loss) on sales and calls of securities		128		1			128		(16	)
Net gain on sales and calls of securities												6		18			134		2
Gain on sales of loans		-		-			113		-			-		-			113		-
Gain from life insurance proceeds												364		98			364		98
Other non-interest income		70		53			140		103			72		51			212		154
Total non-interest income		1,345		1,130			2,524		2,130			1,571		1,193			4,095		3,323
Non-interest expense:
Employee compensation expense		1,755		1,490			3,418		2,964			1,848		1,520			5,266		4,484
Employee benefits		531		473			1,135		1,023			564		436			1,699		1,459
Occupancy		286		253			569		535			278		241			847		776
Equipment		167		133			332		261			160		113			492		374
Data processing expense		413		390			865		777			493		389			1,358		1,166
Director compensation		59		54			117		103			59		46			176		149
Professional fees		124		100			275		214			130		107			405		321
Taxes, other than income		118		92			212		181			107		92			319		273
FDIC Insurance premiums		94		75			199		162			96		74			295		236
Loss (gain) on sales of other real estate owned		3		(5	)		6		(5	)
Loss (gain) on sales and valuation of other real estate owned												50		(8	)		56		(13	)
Amortization of intangibles		29		11			60		22			26		11			86		33
Amortization of investment in low-income housing partnership		119		119			239		239			120		120			359		359
Merger and acquisition expense		314		48			372		58			-		153			372		211
Other non-interest expense		474		388			827		691			399		408			1,226		1,099
Total non-interest expense		4,486		3,621			8,626		7,225			4,330		3,702			12,956		10,927
Income before income taxes		1,277		1,121			2,824		2,128			1,597		1,154			4,421		3,282
Income tax provision		162		120			417		203			150		146			567		349
Net income	$	1,115	$	1,001		$	2,407	$	1,925		$	1,447	$	1,008		$	3,854	$	2,933
Earnings per share
Basic	$	0.23	$	0.24		$	0.50	$	0.46		$	0.30	$	0.24		$	0.80	$	0.70
Diluted	$	0.23	$	0.24		$	0.50	$	0.46		$	0.30	$	0.24		$	0.80	$	0.70
Cash dividends declared per share	$	0.22	$	0.22		$	0.44	$	0.44		$	0.22	$	0.22		$	0.66	$	0.66
Weighted average basic shares outstanding		4,800,512		4,189,090			4,799,189		4,188,265			4,804,000		4,189,350			4,800,804		4,188,631
Weighted average diluted shares outstanding		4,800,745		4,190,036			4,799,461		4,189,304			4,805,177		4,190,444			4,801,521		4,189,668

See Notes to Consolidated Financial Statements

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Comprehensive Income

(Unaudited, in thousands)

Three Months Ended June 30, 2016 Three Months Ended June 30, 2015
Before Net of Before Net of
Tax Tax Tax Tax Tax Tax
Amount Effect Amount Amount Effect Amount
Net income $ 1,277 $ (162 ) $ 1,115 $ 1,121 $ (120 ) $ 1,001
Other comprehensive (loss) income:
Unrealized (losses) gains on available for sale securities:
Unrealized holding gains (losses) arising during the period 584 (199 ) 385 (880 ) 299 (581 )
Unrealized holding (losses) gains from unconsolidated subsidiary (5 ) - (5 ) 3 - 3
Less reclassification adjustment for gains included in net income  (1) (3) (128 ) 44 (84 ) (1 ) 1 -
Amortization of pension net actuarial cost (2) (3) 62 (21 ) 41 60 (21 ) 39
Other comprehensive income (loss) 513 (176 ) 337 (818 ) 279 (539 )
Total comprehensive income $ 1,790 $ (338 ) $ 1,452 $ 303 $ 159 $ 462
Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 Three Months Ended September 30, 2016 Three Months Ended September 30, 2015
Before Net of Before Net of Before Net of Before Net of
Tax Tax Tax Tax Tax Tax Tax Tax Tax Tax Tax Tax
Amount Effect Amount Amount Effect Amount Amount Effect Amount Amount Effect Amount
Net income $ 2,824 $ (417 ) $ 2,407 $ 2,128 $ (203 ) $ 1,925 $ 1,597 $ (150 ) $ 1,447 $ 1,154 $ (146 ) $ 1,008
Other comprehensive income:
Unrealized (losses) gains on available for sale securities:
Other comprehensive income (loss) :
Unrealized gains (losses) on available for sale securities:
Unrealized holding gains (losses) arising during the period 2,350 (799 ) 1,551 (28 ) 9 (19 ) (267 ) 91 (176 ) 607 (205 ) 402
Unrealized holding losses from unconsolidated subsidiary (4 ) - (4 ) (3 ) - (3 )
Less reclassification adjustment for gains included in net income (1) (3) (6 ) 2 (4 ) (18 ) 6 (12 )
Amortization of pension net actuarial cost (2) (3) 62 (21 ) 41 60 (21 ) 39
Other comprehensive income (loss) (215 ) 72 (143 ) 646 (220 ) 426
Total comprehensive income $ 1,382 $ (78 ) $ 1,304 $ 1,800 $ (366 ) $ 1,434

Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015
Before Net of Before Net of
Tax Tax Tax Tax Tax Tax
Amount Effect Amount Amount Effect Amount
Net income $ 4,421 $ (567 ) $ 3,854 $ 3,282 $ (349 ) $ 2,933
Other comprehensive income :
Unrealized gains (losses) on available for sale securities:
Unrealized holding gains arising during the period 2,083 (708 ) 1,375 579 (196 ) 383
Unrealized holding (losses) gains from unconsolidated subsidiary (1 ) - (1 ) 9 - 9 (5 ) - (5 ) 6 - 6
Less reclassification adjustment for (gains) losses included in net income (1) (3) (128 ) 44 (84 ) 16 (5 ) 11
Less reclassification adjustment for gains included in net income (1) (3) (134 ) 46 (88 ) (2 ) 1 (1 )
Amortization of pension net actuarial cost (2) (3) 124 (42 ) 82 121 (42 ) 79 186 (63 ) 123 181 (63 ) 118
Other comprehensive income 2,345 (797 ) 1,548 118 (38 ) 80 2,130 (725 ) 1,405 764 (258 ) 506
Total comprehensive income $ 5,169 $ (1,214 ) $ 3,955 $ 2,246 $ (241 ) $ 2,005 $ 6,551 $ (1,292 ) $ 5,259 $ 4,046 $ (607 ) $ 3,439

See Notes to Consolidated Financial Statements

(1) Amounts are included in gain on sales and calls of securities on the Consolidated Statements of Income as a separate element within total non-interest income.
(2) Amounts are included in the computation of net periodic benefit cost and are included in employee benefits expense on the Consolidated Statements of Income as a separate element within total non-interest expense.
(3) Income tax amounts are included in the provision for income taxes on the Consolidated Statements of Income.

5

Juniata Valley Financial Corp. and Subsidiary
~~Juniata Valley Financial Corp. and Subsidiary~~
~~Consolidated Statements of Stockholders' Equity~~
~~(Unaudited, in thousands, except share data)~~
~~Six Months Ended June 30, 2016~~
Consolidated Statements of Stockholders' Equity
(Unaudited, in thousands, except share data)
Nine Months Ended September 30, 2016

Number Accumulated Number Accumulated
of Other Total of Other Total
Shares Common Retained Comprehensive Treasury Stockholders' Shares Common Retained Comprehensive Treasury Stockholders'
Outstanding Stock Surplus Earnings Loss Stock Equity Outstanding Stock Surplus Earnings Loss Stock Equity
Balance at January 1, 2016 4,798,086 $ 4,798 $ 18,352 $ 39,015 $ (2,203 ) $ - $ 59,962 4,798,086 $ 4,798 $ 18,352 $ 39,015 $ (2,203 ) $ - $ 59,962
Net income 2,407 2,407 3,854 3,854
Other comprehensive income 1,548 1,548 1,405 1,405
Cash dividends at $0.44 per share (2,113 ) (2,113 )
Cash dividends at $0.66 per share (3,170 ) (3,170 )
Stock-based compensation 34 34 50 50
Purchase of treasury stock (1,000 ) (18 ) (18 ) (1,000 ) (18 ) (18 )
Common stock issued for equity awards and stock purchase plans 6,914 7 57 - 64 6,914 7 57 - 64
Balance at June 30, 2016 4,804,000 $ 4,805 $ 18,443 $ 39,309 $ (655 ) $ (18 ) $ 61,884
Balance at September 30, 2016 4,804,000 $ 4,805 $ 18,459 $ 39,699 $ (798 ) $ (18 ) $ 62,147

Juniata Valley Financial Corp. and Subsidiary
~~Juniata Valley Financial Corp. and Subsidiary~~
~~Consolidated Statements of Stockholders' Equity~~
~~(Unaudited, in thousands, except share data)~~
~~Six Months Ended June 30, 2015~~
Consolidated Statements of Stockholders' Equity
(Unaudited, in thousands, except share data)
Nine Months Ended September 30, 2015

Number Accumulated Number Accumulated
of Other Total of Other Total
Shares Common Retained Comprehensive Treasury Stockholders' Shares Common Retained Comprehensive Treasury Stockholders'
Outstanding Stock Surplus Earnings Loss Stock Equity Outstanding Stock Surplus Earnings Loss Stock Equity
Balance at January 1, 2015 4,187,441 $ 4,746 $ 18,409 $ 39,644 $ (2,197 ) $ (10,746 ) $ 49,856 4,187,441 $ 4,746 $ 18,409 $ 39,644 $ (2,197 ) $ (10,746 ) $ 49,856
Net income 1,925 1,925 2,933 2,933
Other comprehensive income 80 80 506 506
Cash dividends at $0.44 per share (1,843 ) (1,843 )
Cash dividends at $0.66 per share (2,765 ) (2,765 )
Stock-based compensation 27 27 42 42
Purchase of treasury stock (3,504 ) (63 ) (63 )
Treasury stock issued for stock option and stock purchase plans 3,242 (6 ) 63 57 3,242 (6 ) 63 57
Balance at June 30, 2015 4,190,683 $ 4,746 $ 18,430 $ 39,726 $ (2,117 ) $ (10,683 ) $ 50,102
Balance at September 30, 2015 4,187,179 $ 4,746 $ 18,445 $ 39,812 $ (1,691 ) $ (10,746 ) $ 50,566

See Notes to Consolidated Financial Statements

6

Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited, in thousands)

Six Months Ended June 30,
2016 2015
Operating activities:
Net income $ 2,407 $ 1,925
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 234 162
Depreciation 296 267
Net amortization of securities premiums 378 417
Net amortization of loan origination costs 12 27
Deferred net loan origination fees (38 ) (85 )
Amortization of core deposit intangible 60 22
Amortization of investment in low income housing partnership 239 239
Net amortization of purchase fair value adjustments (7 ) -
Net realized (gain) loss on sales and calls of securities (128 ) 16
Net loss (gain) on sales of other real estate owned 5 (5 )
Earnings on bank owned life insurance and annuities (177 ) (182 )
Deferred income tax (credit) expense (5 ) 72
Equity in earnings of unconsolidated subsidiary, net of dividends of $30 and $30 (72 ) (81 )
Stock-based compensation expense 34 27
Gain from sale of student loans (113 ) -
Mortgage loans originated for sale (706 ) (2,080 )
Proceeds from mortgage loans sold to others 903 2,182
Mortgage banking income (65 ) (114 )
Decrease (increase) in accrued interest receivable and other assets 439 (126 )
Decrease in accrued interest payable and other liabilities (1,850 ) (238 )
Net cash provided by operating activities 1,846 2,445
Investing activities:
Purchases of:
Securities available for sale (18,594 ) (32,392 )
FHLB stock - (329 )
Premises and equipment (385 ) (187 )
Bank owned life insurance and annuities (29 ) (29 )
Proceeds from:
Sales of securities available for sale 4,267 18,711
Maturities of and principal repayments on securities available for sale 24,800 17,791
Redemption of FHLB stock 1,012 -
Sale of student loans 1,706 -
Sale of other real estate owned 132 227
Investment in low income housing partnership (274 ) -
Net increase in loans (1,208 ) (9,939 )
Net cash provided by (used in) investing activities 11,427 (6,147 )
Financing activities:
Net increase (decrease) in deposits 9,923 (2,118 )
Net (decrease) increase in short-term borrowings and securities sold under agreements to repurchase (23,469 ) 8,832
Issuance of long-term debt 10,000 -
Repayment of long-term debt (7,500 ) -
Cash dividends (2,113 ) (1,843 )
Purchase of treasury stock (18 ) -
Treasury stock issued for employee stock plans 64 57
Net cash (used in) provided by financing activities (13,113 ) 4,928
Net increase in cash and cash equivalents 160 1,226
Cash and cash equivalents at beginning of year 10,458 6,767
Cash and cash equivalents at end of period $ 10,618 $ 7,993
Supplemental information:
Interest paid $ 1,115 $ 1,132
Income taxes paid 200 100
Supplemental schedule of noncash investing and financing activities:
Transfer of loans to other real estate owned $ 124 $ 548
Nine Months Ended September 30,
2016 2015
Operating activities:
Net income $ 3,854 $ 2,933
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 366 302
Depreciation 447 382
Net amortization of securities premiums 556 587
Net amortization of loan origination costs 31 50
Deferred net loan origination fees (94 ) (124 )
Amortization of core deposit intangible 86 33
Amortization of investment in low income housing partnership 359 359
Net amortization of purchase fair value adjustments (7 ) -
Net realized gain on sales and calls of securities (134 ) (2 )
Net loss (gain) on sales and valuation of other real estate owned 56 (13 )
Earnings on bank owned life insurance and annuities (284 ) (288 )
Deferred income tax expense 31 58
Equity in earnings of unconsolidated subsidiary, net of dividends of $42 and $42 (121 ) (129 )
Stock-based compensation expense 50 42
Gain from sale of student loans (113 ) -
Mortgage loans originated for sale (1,582 ) (2,616 )
Proceeds from mortgage loans sold to others 1,822 2,627
Mortgage banking income (106 ) (144 )
Gain from life insurance proceeds (364 ) (98 )
Decrease (increase) in accrued interest receivable and other assets 90 (121 )
Decrease in accrued interest payable and other liabilities (813 ) (106 )
Net cash provided by operating activities 4,130 3,732
Investing activities:
Purchases of:
Securities available for sale (36,505 ) (39,061 )
FHLB stock - (97 )
Premises and equipment (482 ) (244 )
Bank owned life insurance and annuities (50 ) (50 )
Proceeds from:
Sales of securities available for sale 4,273 18,727
Maturities of and principal repayments on securities available for sale 36,190 27,131
Redemption of FHLB stock 636 -
Sale of student loans 1,706 -
Life insurance claim 1,016 -
Sale of other real estate owned 132 256
Investment in low income housing partnership (314 ) -
Net increase in loans (550 ) (13,584 )
Net cash provided by (used in) investing activities 6,052 (6,922 )
Financing activities:
Net increase in deposits 6,199 3,540
Net (decrease) increase in short-term borrowings and securities sold under agreements to repurchase (16,754 ) 3,986
Issuance of long-term debt 10,000 -
Repayment of long-term debt (7,500 ) -
Cash dividends (3,170 ) (2,765 )
Purchase of treasury stock (18 ) (63 )
Common stock issued for employee stock plans 64 -
Treasury stock issued for employee stock plans - 57
Net cash (used in) provided by financing activities (11,179 ) 4,755
Net (decrease) increase in cash and cash equivalents (997 ) 1,565
Cash and cash equivalents at beginning of year 10,458 6,767
Cash and cash equivalents at end of period $ 9,461 $ 8,332
Supplemental information:
Interest paid $ 1,673 $ 1,611
Income taxes paid 200 100
Supplemental schedule of noncash investing and financing activities:
Transfer of loans to other real estate owned $ 289 $ 571
Transfer of loans to repossessed vehicles 20 -

See Notes to Consolidated Financial Statements

7

JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Basis of Presentation and Accounting Policies

The consolidated financial statements include the accounts of Juniata Valley Financial Corp. (the “Company”) and its wholly owned subsidiary, The Juniata Valley Bank (the “Bank” or “JVB”). All significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (U.S. GAAP) for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. Operating results for the three and ~~six~~nine month periods ended ~~June~~September 30, 2016 are not necessarily indicative of the results for the year ending December 31, 2016. For further information, refer to the consolidated financial statements and notes thereto included in Juniata Valley Financial Corp.’s Annual Report on Form 10-K for the year ended December 31, 2015.

The Company has evaluated events and transactions occurring subsequent to the consolidated statement of financial condition date of ~~June~~September 30, 2016 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

2. Recent Accounting Standards Updates (ASU)
~~Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606)~~
~~Issued:May 2014~~
~~Summary:~~ The amendments in this Update establish a comprehensive revenue recognition standard for virtually all industries under U.S. GAAP, including those that previously followed industry-specific guidance such as the real estate, construction and software industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, the standard requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
~~Effective Date and Transition:~~ Public entities will apply the new standard for annual reports beginning after December 15, 2016, including interim periods therein. Three basic transition methods are available – full retrospective, retrospective with certain practical expedients, and a cumulative effect approach. Under the third alternative, an entity would apply the new revenue standard only to contracts that are incomplete under legacy U.S. GAAP at the date of initial application (e.g. January 1, 2017) and recognize the cumulative effect of the new standard as an adjustment to the opening balance of retained earnings. That is, prior years would not be restated and additional disclosures would be required to enable users of the financial statements to understand the impact of adopting the new standard in the current year compared to prior years that are presented under legacy U.S. GAAP. Early adoption is prohibited under U.S. GAAP. In July 2015, the Financial Accounting Standards Board approved a one-year delay of the effective date of the revenue recognition standard. The deferral would require public entities to apply the new revenue standard for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Public entities would be permitted to elect to early adopt for annual reporting periods beginning after December 15, 2016. The Company is evaluating the effects this Update will have on its consolidated financial condition or results of operations.
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~~Accounting Standards Update 2015-16, Business Combination (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments~~
~~Issued:~~ ~~September 2015~~
~~Summary:~~ ASU 2015-16 requires adjustments to provisional amounts that are identified during the measurement period to be recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, the amendments in the Update would require an entity to disclose (either on the face of the income statement or in the notes) the nature and amount of measurement-period adjustments recognized in the current period, including separately the amounts in current-period income statement line items that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.
~~Effective Date:~~~~The amendments are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015.The adoption of this update had no material effect on the Company’s consolidated financial condition or results of operations.~~

Accounting Standards Update 2016-02,Leases

Issued:February 2016

Summary:The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.

Effective Date: The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact this Update will have on its consolidated financial position and results of operations.

Accounting Standards Update 2016-13,Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

Issued:June 2016

Summary: ~~Summary:~~ASU 2016-13 requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (CECL) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument.
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The ASU also replaces the current accounting model for purchased credit impaired loans and debt securities. The allowance for credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”), should be determined in a similar manner to other financial assets measured on an amortized cost basis. However, upon initial recognition, the allowance for credit losses is added to the purchase price (“gross up approach”) to determine the initial amortized cost basis. The subsequent accounting for PCD financial assets is the same expected loss model described above.

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Further, the ASU made certain targeted amendments to the existing impairment model for available-for-sale (AFS) debt securities. For an AFS debt security for which there is neither the intent nor a more-likely-than-not requirement to sell, an entity will record credit losses as an allowance rather than a write-down of the amortized cost basis.

Effective Date: The new standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact this Update will have on its consolidated financial position and results of operations.
Accounting Standards Update 2016-15, Classification of Certain Cash Receipts and Cash Payments
Issued:August 2016
Summary:ASU 2016-15 clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are intended to reduce diversity in practice.
Effective Date:The amendments are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This Update will have no impact on its consolidated financial position and results of operations.

3. Business Combination

On November 30, 2015, Juniata consummated the merger with FNBPA Bancorp, Inc. (“FNBPA”), a Pennsylvania corporation. FNBPA merged with, and into Juniata, with Juniata continuing as the surviving entity. Simultaneously with the consummation of the foregoing merger, First National Bank of Port Allegany (“FNB”), a national banking association and a wholly-owned subsidiary of FNBPA, merged with and into the Bank.

As part of this transaction, FNBPA shareholders received either 2.7813 shares of Juniata’s common stock or $50.34 in cash in exchange for each share of FNBPA common stock. As a result, Juniata issued 607,815 shares of common stock with an acquisition date fair value of approximately $10,637,000, based on Juniata’s closing stock price of $17.50 on November 30, 2015, and cash of $2,208,000, including cash in lieu of fractional shares. The fair value of total consideration paid was $12,845,000.

The assets and liabilities of FNB and FNBPA were recorded on the consolidated ~~balances~~balance sheet at their estimated fair value as of November 30, 2015, and their results of operations have been included in the consolidated income statement since such date.

Included in the purchase price was goodwill and a core deposit intangible of $3,335,000 and $343,000, respectively. The core deposit intangible will be amortized over a ten-year period using a sum of the year’s digits basis. The goodwill will not be amortized, but will be measured annually for impairment or more frequently if circumstances require. ASC 805 allows for adjustments to goodwill for a period of up to one year after the merger date for information that becomes available that reflects circumstances at the merger date. During the first ~~six~~nine months of 2016, Juniata identified adjustments to fair value netting $67,000, and goodwill has been adjusted to $3,402,000. Juniata believes that accounting for the merger is complete.
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Core deposit intangible amortization expense projected for the succeeding five years beginning 2016 is estimated to be $55,000, $49,000, $44,000, $38,000 and $33,000 per year, respectively, and $80,000 in total for years after 2020.

The allocation of the purchase price is as follows, in thousands of dollars:

Recorded 11/30/2015 Change Recorded 06/30/2016
Purchase price assigned to FNBPA common shares exchanged for 607,815 Juniata common shares $ 10,637 $ $ 10,637
Purchase price assigned to FNBPA common shares exchanged for cash 2,208 2,208
Total purchase price 12,845 - 12,845
FNBPA net assets acquired:
Tangible common equity 9,854 9,854
Adjustments to reflect assets acquired and liabilities assumed at fair value:
Total fair value adjustments (523 ) (102 ) (625 )
Associated deferred income taxes 179 35 214
Fair value adjustment to net assets acquired, net of tax (344 ) (67 ) (411 )
Total FNBPA net assets acquired 9,510 (67 ) 9,443
Goodwill resulting from the merger $ 3,335 $ 67 $ 3,402
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Recorded at Recorded at
11/30/2015 Change 9/30/2016
Purchase price assigned to FNBPA common shares exchanged for 607,815 Juniata common shares $ 10,637 $ $ 10,637
Purchase price assigned to FNBPA common shares exchanged for cash 2,208 2,208
Total purchase price 12,845 - 12,845
FNBPA net assets acquired:
Tangible common equity 9,854 9,854
Adjustments to reflect assets acquired and liabilities assumed at fair value:
Total fair value adjustments (523 ) (102 ) (625 )
Associated deferred income taxes 179 35 214
Fair value adjustment to net assets acquired, net of tax (344 ) (67 ) (411 )
Total FNBPA net assets acquired 9,510 (67 ) 9,443
Goodwill resulting from the merger $ 3,335 $ 67 $ 3,402

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed, in thousands of dollars.

Recorded at Recorded at
Recorded 11/30/2015 Change Recorded 06/30/2016 11/30/2015 Change 9/30/2016
Total purchase price $ 12,845 $ $ 12,845 $ 12,845 $ $ 12,845
- -
Net assets acquired - -
Cash and cash equivalents 3,802 3,802 �� 3,802 3,802
Investment securities 35,458 35,458 35,458 35,458
Loans 47,055 47,055 47,055 47,055
Premises and equipment 419 419 419 419
Accrued interest receivable 550 (111 ) 439 550 (111 ) 439
Core deposit and other intangibles 343 343 343 343
Other real estate owned 114 44 158 114 44 158
Other assets 763 763 763 763
Deposits (77,665 ) (77,665 ) (77,665 ) (77,665 )
Accrued interest payable (13 ) (13 ) (13 ) (13 )
Other liabilities (1,316 ) (1,316 ) (1,316 ) (1,316 )
9,510 (67 ) 9,443 9,510 (67 ) 9,443
Goodwill $ 3,335 $ 67 $ 3,402 $ 3,335 $ 67 $ 3,402

The fair value of the financial assets acquired included loans receivable with a gross amortized cost basis of $47,797,000. The table below illustrates the fair value adjustments made to the amortized cost basis in order to present a fair value of the loans acquired, in thousands of dollars.

Gross amortized cost basis at November 30, 2015 $ 47,797
Market rate adjustment (110 )
Credit fair value adjustment on pools of homogeneous loans (73 )
Credit fair value adjustment on impaired loans (559 )
Fair value of purchased loans at November 30, 2015 $ 47,055

The market rate adjustment represents the movement in market interest rates, irrespective of credit adjustments, compared to the stated rates of the acquired loans. The credit adjustment made on pools of homogeneous loans represents the changes in credit quality of the underlying borrowers from the loan inception to the acquisition date. The credit adjustment on impaired loans is derived in accordance with ASC 310-30 and represents the portion of the loan balances that has been deemed uncollectible based on the Company’s expectations of future cash flows for each respective loan. The information about the acquired FNBPA impaired loan portfolio as of November 30, 2015 is as follows, in thousands of dollars.

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Contractually required principal and interest at acquisition $ 2,488
Contractual cash flows not expected to be collected (nonaccretable discount) (1,427 )
Expected cash flows at acquisition 1,061
Interest component of expected cash flows (accretable discount) (157 )
Fair value of acquired loans $ 904

The following table presents unaudited pro forma information, in thousands, as if the merger between Juniata and FNBPA had been completed on January 1, 2014. The pro forma information does not necessarily reflect the results of operations that would have occurred had Juniata merged with FNBPA at the beginning of 2014. Supplemental pro forma earnings for 2015 were adjusted to exclude $1,637,000 of merger related costs (exclusive of the corresponding tax impact) incurred in 2015; the results for 2014 were adjusted to include these charges. The pro forma financial information does not include the impact of possible business model changes, nor does it consider any potential impacts of current market conditions or revenues, expense efficiencies or other factors.

Years Ended December 31,
2015 2014
Net interest income after loan loss provision $ 17,731 $ 17,089
Noninterest income 4,841 4,745
Noninterest expense 17,124 18,358
Net income 4,862 3,353
Net income per common share $ 1.01 $ 0.70

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4. Accumulated other Comprehensive loss

Components of accumulated other comprehensive loss, net of tax consisted of the following (in thousands):

6/30/2016 12/31/2015 9/30/2016 12/31/2015
Unrealized gains on available for sale securities $ 1,562 $ 96 $ 1,378 $ 96
Unrecognized expense for defined benefit pension (2,217 ) (2,299 ) (2,176 ) (2,299 )
Accumulated other comprehensive loss $ (655 ) $ (2,203 ) $ (798 ) $ (2,203 )
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5. Earnings Per Share

Basic earnings per share (EPS) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share:

(Amounts, except earnings per share, in thousands)
Three Months Three Months
Ended Ended
June 30, 2016 June 30, 2015

Net income $ 1,115 $ 1,001
Weighted-average common shares outstanding 4,801 4,189
Basic earnings per share $ 0.23 $ 0.24

Weighted-average common shares outstanding 4,801 4,189
Common stock equivalents due to effect of stock options - 1
Total weighted-average common shares and equivalents 4,801 4,190
Diluted earnings per share $ 0.23 $ 0.24
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
June 30, 2016 June 30, 2015 September 30, 2016 September 30, 2015

Net income $ 2,407 $ 1,925 $ 1,447 $ 1,008
Weighted-average common shares outstanding 4,799 4,188 4,804 4,189
Basic earnings per share $ 0.50 $ 0.46 $ 0.30 $ 0.24

Weighted-average common shares outstanding 4,799 4,188 4,804 4,189
Common stock equivalents due to effect of stock options - 1 1 1
Total weighted-average common shares and equivalents 4,799 4,189 4,805 4,190
Diluted earnings per share $ 0.50 $ 0.46 $ 0.30 $ 0.24

Nine Months Nine Months
Ended Ended
September 30, 2016 September 30, 2015

Net income $ 3,854 $ 2,933
Weighted-average common shares outstanding 4,801 4,189
Basic earnings per share $ 0.80 $ 0.70

Weighted-average common shares outstanding 4,801 4,189
Common stock equivalents due to effect of stock options 1 1
Total weighted-average common shares and equivalents 4,802 4,190
Diluted earnings per share $ 0.80 $ 0.70

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~~6. Securities~~
6. Securities

The Company’s investment portfolio includes primarily bonds issued by U.S. Government sponsored agencies (approximately ~~23%~~24%), mortgage-backed securities issued by Government-sponsored agencies and backed by residential mortgages (approximately 58%) and municipal bonds (approximately ~~18%~~17%) as of ~~June~~September 30, 2016. Most of the municipal bonds are general obligation bonds with maturities or pre-refunding dates within 5 years. The remaining 1% of the portfolio includes a group of equity investments in other financial institutions.

The amortized cost and fair value of securities as of ~~June~~September 30, 2016 and December 31, 2015, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because the securities may be called or prepaid with or without prepayment penalties.

June 30, 2016 September 30, 2016
Securities Available for Sale Gross Gross Gross Gross
Amortized Fair Unrealized Unrealized Amortized Fair Unrealized Unrealized
Type and maturity Cost Value Gains Losses Cost Value Gains Losses
Obligations of U.S. Government agencies and corporations
Within one year $ - $ - $ - $ - $ - $ - $ - $ -
After one year but within five years 19,494 19,639 145 - 17,495 17,579 87 (3 )
After five years but within ten years 14,006 14,031 26 (1 ) 18,559 18,555 15 (19 )
33,500 33,670 171 (1 ) 36,054 36,134 102 (22 )
Obligations of state and political subdivisions
Within one year 4,096 4,103 7 - 3,038 3,041 3 -
After one year but within five years 15,376 15,609 235 (2 ) 13,242 13,407 168 (3 )
After five years but within ten years 5,270 5,406 136 - 8,573 8,686 115 (2 )
After ten years - - - - - - - -
24,742 25,118 378 (2 ) 24,853 25,134 286 (5 )
Mortgage-backed securities 81,574 83,011 1,437 - 85,253 86,520 1,267 -
Equity securities 1,719 2,090 406 (35 ) 1,719 2,172 464 (11 )
Total $ 141,535 $ 143,889 $ 2,392 $ (38 ) $ 147,879 $ 149,960 $ 2,119 $ (38 )

December 31, 2015
Securities Available for Sale Gross Gross
Amortized Fair Unrealized Unrealized
Type and maturity Cost Value Gains Losses
Obligations of U.S. Government agencies and corporations
Within one year $ 1,000 $ 1,003 $ 3 $ -
After one year but within five years 24,489 24,264 19 (244 )
After five years but within ten years 7,495 7,465 7 (37 )
32,984 32,732 29 (281 )
Obligations of state and political subdivisions
Within one year 5,756 5,771 15 -
After one year but within five years 16,070 16,151 101 (20 )
After five years but within ten years 7,204 7,282 78 -
After ten years 330 331 1 -
29,360 29,535 195 (20 )
Mortgage-backed securities 88,159 87,741 213 (631 )
Equity securities 1,692 2,319 645 (18 )
Total $ 152,195 $ 152,327 $ 1,082 $ (950 )

Certain obligations of the U.S. Government and state and political subdivisions are pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law. The carrying value of the pledged assets was ~~$35,512,000~~$38,952,000 and $45,101,000 at ~~June~~September 30, 2016 and December 31, 2015, respectively.

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In addition to cash received from the scheduled maturities of securities, some investment securities available for sale are sold or called at current market values during the course of normal operations.

The following chart summarizes proceeds received from sales or calls of investment securities transactions and the resulting realized gains and losses (in thousands):

Three Months Ended Six Months Ended Three Months Ended Nine Months Ended
June 30, June 30, September 30, September 30,
2016 2015 2016 2015 2016 2015 2016 2015
Gross proceeds from sales of securities $ 4,267 $ 5,815 $ 4,267 $ 18,711 $ - $ - $ 4,273 $ 18,727
Securities available for sale:
Gross realized gains from sold and called securities $ 43 $ 13 $ 43 $ 54 $ 6 $ - $ 49 $ 54
Gross realized losses from sold and called securities (15 ) (12 ) (15 ) (70 ) - - (15 ) (70 )
Gross gains from business combinations 100 - 100 - - 18 100 18

Accounting Standards Codification (ASC) Topic 320,Investments – Debt and Equity Securities, clarifies the interaction of the factors that should be considered when determining whether a debt security is other-than-temporarily impaired. For debt securities, management must assess whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are taken before an assessment is made as to whether the entity will recover the cost basis of the investment. For equity securities, consideration is given to management’s intention and ability to hold the securities until recovery of unrealized losses in assessing potential other-than-temporary impairment. More specifically, factors considered to determine other-than-temporary impairment status for individual equity holdings include the length of time the stock has remained in an unrealized loss position, the percentage of unrealized loss compared to the carrying cost of the stock, dividend reduction or suspension, market analyst reviews and expectations, and other pertinent factors that would affect expectations for recovery or further decline.

In instances when a determination is made that an other-than-temporary impairment exists and the entity does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated recovery, the other-than-temporary impairment is separated into the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive (loss) income.

The following table shows gross unrealized losses and fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at ~~June~~September 30, 2016 and December 31, 2015 (in thousands):

Unrealized Losses at June 30, 2016
Unrealized Losses at September 30, 2016
Less Than 12 Months 12 Months or More Total Less Than 12 Months 12 Months or More Total
Fair Unrealized Fair Unrealized Fair Unrealized Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses Value Losses Value Losses Value Losses
Obligations of U.S. Government agencies and corporations $ 2,002 $ (1 ) $ - $ - $ 2,002 $ (1 ) $ 9,478 $ (22 ) $ - $ - $ 9,478 $ (22 )
Obligations of state and political subdivisions - - 997 (2 ) 997 (2 ) 3,238 (4 ) 302 (1 ) 3,540 (5 )
Mortgage-backed securities - - - - - - - - - - - -
Debt securities 2,002 (1 ) 997 (2 ) 2,999 (3 ) 12,716 (26 ) 302 (1 ) 13,018 (27 )

Equity securities 145 (19 ) 53 (16 ) 198 (35 ) 13 (1 ) 30 (10 ) 43 (11 )

Total temporarily impaired securities $ 2,147 $ (20 ) $ 1,050 $ (18 ) $ 3,197 $ (38 ) $ 12,729 $ (27 ) $ 332 $ (11 ) $ 13,061 $ (38 )

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Unrealized Losses at December 31, 2015
Less Than 12 Months 12 Months or More Total
Fair Unrealized �� Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Obligations of U.S. Government agencies and corporations $ 10,887 $ (102 ) $ 12,814 $ (179 ) $ 23,701 $ (281 )
Obligations of state and political subdivisions 7,469 (13 ) 692 (7 ) 8,161 (20 )
Mortgage-backed securities 57,454 (631 ) - - 57,454 (631 )
Debt securities 75,810 (746 ) 13,506 (186 ) 89,316 (932 )

Equity securities 62 (3 ) 75 (15 ) 137 (18 )

Total temporarily impaired securities $ 75,872 $ (749 ) $ 13,581 $ (201 ) $ 89,453 $ (950 )

At ~~June~~September 30, 2016, ~~one~~six U.S. Government agency security had an unrealized losses that, in the aggregate, totaled less than 0.01% of amortized cost. None of these securities have been in a continuous loss position for 12 months or more.

At ~~June~~September 30, 2016, 510 obligations of state and political subdivisions had unrealized losses that, in the aggregate, totaled less than 0.01% of amortized cost. ~~Three~~One of these securities has been in a continuous loss position for 12 months or more.

The mortgage-backed securities in the Company’s portfolio are government sponsored enterprise (GSE) pass-through instruments issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC), which guarantees the timely payment of principal on these investments. There were no unrealized losses in mortgage-backed securities at ~~June~~September 30, 2016.

The unrealized losses noted above are considered to be temporary impairments. The decline in the values of the debt securities is due only to interest rate fluctuations, rather than erosion of issuer credit quality. As a result, the payment of contractual cash flows, including principal repayment, is not at risk. As the Company does not intend to sell the securities, does not believe the Company will be required to sell the securities before recovery and expects to recover the entire amortized cost basis, none of the debt securities are deemed to be other-than-temporarily impaired.

Equity securities owned by the Company consist of common stock of various financial services providers and are evaluated quarterly for evidence of other-than-temporary impairment. There were four equity securities that were in an unrealized loss position for 12 months or more as of ~~June~~September 30, 2016. Individually and collectively, these four equity securities have insignificant unrealized losses. Management has identified no other-than-temporary impairment as of, or for the periods ended ~~June~~September 30, 2016, ~~June~~September 30, 2015 and December 31, 2015, respectively, in the equity portfolio. Management continues to track the performance of each stock owned to determine if it is prudent to recognize any other-than-temporary impairment charges. The Company has the ability and intent to hold its equity securities until recovery of unrealized losses.

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7.Loans and Related Allowance for Credit Losses

Loans that the Company has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the outstanding unpaid principal balances, net of any deferred fees or costs and the allowance for loan losses. Interest income on all loans, other than nonaccrual loans, is accrued over the term of the loans based on the amount of principal outstanding. Unearned income is amortized to income over the life of the loans, using the interest method.

The loan portfolio is segmented into commercial and consumer loans. Commercial loans are comprised of the following classes of loans: (1) commercial, financial and agricultural, (2) commercial real estate, (3) real estate construction, a portion of (4) mortgage loans and (5) obligations of states and political subdivisions. Consumer loans are comprised of a portion of (4) mortgage loans and (6) personal loans.

Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is generally discontinued when the contractual payment of principal or interest has become 90 days past due or reasonable doubt exists as to the full, timely collection of principal or interest. However, it is the Company’s policy to continue to accrue interest on loans over 90 days past due as long as (1) they are guaranteed or well secured and (2) there is an effective means of timely collection in process. When a loan is placed on non-accrual status, all unpaid interest credited to income in the current year is reversed against current period income, and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, accruals are resumed on loans only when the obligation is brought fully current with respect to interest and principal, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

The Company originates loans in the portfolio with the intent to hold them until maturity. At the time the Company no longer intends to hold loans to maturity based on asset/liability management practices, the Company transfers loans from its portfolio to held for sale at fair value. Any write-down recorded upon transfer is charged against the allowance for loan losses. Any write-downs recorded after the initial transfers are recorded as a charge to other non-interest expense. Gains or losses recognized upon sale are included in gains on sales of loans which is a component of non-interest income.

The Company also originates residential mortgage loans with the intent to sell. These individual loans are normally funded by the buyer immediately. The Company maintains servicing rights on these loans. Mortgage servicing rights are recognized as an asset upon the sale of a mortgage loan. A portion of the cost of the loan is allocated to the servicing right based upon relative fair value. Servicing rights are intangible assets and are carried at estimated fair value. Adjustments to fair value are recorded as non-interest income and included in gain on sales of loans in the consolidated statements of income.

The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses (“allowance”) represents management’s estimate of losses inherent in the loan portfolio as of the consolidated statement of financial condition date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded lending commitments and is recorded in other liabilities on the consolidated statement of financial condition, when necessary. The amount of the reserve for unfunded lending commitments is not material to the consolidated financial statements. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.

For financial reporting purposes, the provision for loan losses charged to current operating income is based on management's estimates, and actual losses may vary from estimates. These estimates are reviewed and adjusted at least quarterly and are reported in earnings in the periods in which they become known.

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Loans included in any class are considered for charge-off when:

· principal or interest has been in default for 120 days or more and for which no payment has been received during the previous four months;
· all collateral securing the loan has been liquidated and a deficiency balance remains;
· a bankruptcy notice is received for an unsecured loan;
· a confirming loss event has occurred; or
· the loan is deemed to be uncollectible for any other reason.

The allowance for loan losses is maintained at a level considered adequate to offset probable losses on the Company’s existing loans. The analysis of the allowance for loan losses relies heavily on changes in observable trends that may indicate potential credit weaknesses. Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the level of the allowance for loan losses as of ~~June~~September 30, 2016 was adequate.

There are two components of the allowance: a specific component for loans that are deemed to be impaired; and a general component for contingencies.

A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loans and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

The estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral. For commercial loans secured with real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured 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 current appraisal and the condition of the property. Appraised values may be discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include the estimated costs to sell the property. For commercial loans secured by non-real estate collateral, estimated fair values are determined based on the borrower’s financial statements, inventory reports, aging accounts receivable, equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets. For such loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The Company generally does not separately identify individual consumer segment loans for impairment disclosures, unless such loans are subject to a restructuring agreement.

Loans whose terms are modified are classified as troubled debt restructurings if the Company grants borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a below-market interest rate based on the loan’s risk characteristics or an extension of a loan’s stated maturity date. Nonaccrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for a sustained period of time after modification. Loans classified as troubled debt restructurings are designated as impaired.

17

The component of the allowance for contingencies relates to other loans that have been segmented into risk rated categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated quarterly or when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans classified as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified as substandard have one or more well-defined weaknesses that jeopardize the liquidation of the debt. Substandard loans include loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. Specific reserves may be established for larger, individual classified loans as a result of this evaluation, as discussed above. Remaining loans are categorized into large groups of smaller balance homogeneous loans and are collectively evaluated for impairment. This computation is generally based on historical loss experience adjusted for qualitative factors. The historical loss experience is averaged over a ten-year period for each of the portfolio segments. The ten-year timeframe was selected in order to capture activity over a wide range of economic conditions and has been consistently used by the Company for the past seven years. Qualitative risk factors are reviewed for relevancy each quarter and include:

· National, regional and local economic and business conditions, as well as the condition of various market segments, including the underlying collateral for collateral dependent loans;
· Nature and volume of the portfolio and terms of loans;
· Experience, ability and depth of lending and credit management and staff;
· Volume and severity of past due, classified and nonaccrual loans, as well as other loan modifications;
· Existence and effect of any concentrations of credit and changes in the level of such concentrations; and
· Effect of external factors, including competition.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation.

Commercial, Financial and Agricultural Lending

The Company originates commercial, financial and agricultural loans primarily to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes, which include short-term loans and lines of credit to finance machinery and equipment purchases, inventory and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is shorter and does not exceed the projected useful life of such machinery and equipment. Most business lines of credit are written with a five year maturity, subject to an annual credit review.

Commercial loans are generally secured with short-term assets; however, in many cases, additional collateral, such as real estate, is provided as additional security for the loan. Loan-to-value maximum values have been established by the Company and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, collateral appraisals, etc.

In underwriting commercial loans, an analysis of the borrower’s character, capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as an evaluation of conditions affecting the borrower, is performed. Analysis of the borrower’s past, present and future cash flows is also an important aspect of the Company’s analysis.

18

Concentration analysis assists in identifying industry specific risk inherent in commercial, financial and agricultural lending. Mitigants include the identification of secondary and tertiary sources of repayment and appropriate increases in oversight.

Commercial, financial and agricultural loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions.

Commercial Real Estate Lending

The Company engages in commercial real estate lending in its primary market area and surrounding areas. The Company’s commercial real estate portfolio is secured primarily by residential housing, commercial buildings, raw land and hotels. Generally, commercial real estate loans have terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised value of the property and are typically secured by personal guarantees of the borrowers.

As economic conditions deteriorate, the Company reduces its exposure in real estate loans with higher risk characteristics. In underwriting these loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers.

Commercial real estate loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions.

Real Estate Construction Lending

The Company engages in real estate construction lending in its primary market area and surrounding areas. The Company’s real estate construction lending consists of commercial and residential site development loans, as well as commercial building construction and residential housing construction loans.

The Company’s commercial real estate construction loans are generally secured with the subject property, and advances are made in conformity with a pre-determined draw schedule supported by independent inspections. Terms of construction loans depend on the specifics of the project, such as estimated absorption rates, estimated time to complete, etc.

In underwriting commercial real estate construction loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, the reliability and predictability of the cash flow generated by the project using feasibility studies, market data, etc. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers.

Real estate construction loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions. The difficulty of estimating total construction costs adds to the risk as well.

Mortgage Lending

The Company’s real estate mortgage portfolio is comprised of consumer residential mortgages and business loans secured by one-to-four family properties. One-to-four family residential mortgage loan originations, including home equity installment and home equity lines of credit loans, are generated by the Company’s marketing efforts, its present customers, walk-in customers and referrals. These loans originate primarily within the Company’s market area or with customers primarily from the market area.

The Company offers fixed-rate and adjustable rate mortgage loans with terms up to a maximum of 25-years for both permanent structures and those under construction. The Company’s one-to-four family residential mortgage originations are secured primarily by properties located in its primary market area and surrounding areas. The majority of the Company’s residential mortgage loans originate with a loan-to-value of 80% or less. Home equity installment loans are secured by the borrower’s primary residence with a maximum loan-to-value of 80% and a maximum term of 15 years. Home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of 90% and a maximum term of 20 years.

19

In underwriting one-to-four family residential real estate loans, the Company evaluates the borrower’s ability to make monthly payments, the borrower’s repayment history and the value of the property securing the loan. The ability to repay is determined by the borrower’s employment history, current financial conditions, and credit background. The analysis is based primarily on the customer’s ability to repay and secondarily on the collateral or security. Most properties securing real estate loans made by the Company are appraised by independent fee appraisers. The Company generally requires mortgage loan borrowers to obtain an attorney’s title opinion or title insurance, and fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. The Company does not engage in sub-prime residential mortgage originations.

Residential mortgage loans and home equity loans generally present a lower level of risk than certain other types of consumer loans because they are secured by the borrower’s primary residence. Risk is increased when the Company is in a subordinate position for the loan collateral.

Obligations of States and Political Subdivisions

The Company lends to local municipalities and other tax-exempt organizations. These loans are primarily tax-anticipation notes and, as such, carry little risk. Historically, the Company has never had a loss on any loan of this type.

Personal Lending

The Company offers a variety of secured and unsecured personal loans, including vehicle loans, mobile home loans and loans secured by savings deposits as well as other types of personal loans.

Personal loan terms vary according to the type and value of collateral and creditworthiness of the borrower. In underwriting personal loans, a thorough analysis of the borrower’s willingness and financial ability to repay the loan as agreed is performed. The ability to repay is determined by the borrower’s employment history, current financial conditions and credit background.

Personal loans may entail greater credit risk than do residential mortgage loans, particularly in the case of personal loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted personal loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, personal loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

Loan Portfolio Classification

The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system as of ~~June~~September 30, 2016 and December 31, 2015 (in thousands):

As of June 30, 2016 Pass Special
Mention Substandard Doubtful Total
As of September 30, 2016 Pass Special
Mention Substandard Doubtful Total

Commercial, financial and agricultural $ 32,405 $ 5,002 $ 1,324 $ - $ 38,731 $ 32,601 $ 5,077 $ 975 $ - $ 38,653
Real estate - commercial 109,204 11,705 6,975 1,121 129,005 103,987 12,433 7,177 989 124,586
Real estate - construction 19,182 4,196 5,858 - 29,236 19,729 4,092 6,931 - 30,752
Real estate - mortgage 146,573 4,988 4,648 1,942 158,151 148,119 4,919 4,769 1,715 159,522
Obligations of states and political subdivisions 13,955 74 - 14,029 13,791 66 - - 13,857
Personal 8,879 65 10 - 8,954 9,838 60 11 - 9,909
Total $ 330,198 $ 26,030 $ 18,815 $ 3,063 $ 378,106 $ 328,065 $ 26,647 $ 19,863 $ 2,704 $ 377,279

20

As of December 31, 2015 Pass Special
Mention Substandard Doubtful Total

Commercial, financial and agricultural $ 30,814 $ 1,853 $ 1,504 $ - $ 34,171
Real estate - commercial 106,629 16,067 3,274 1,243 127,213
Real estate - construction 16,351 7,024 3,297 - 26,672
Real estate - mortgage 152,161 6,595 4,656 1,205 164,617
Obligations of states and political subdivisions 17,069 455 - - 17,524
Personal 6,787 56 3 - 6,846
Total $ 329,811 $ 32,050 $ 12,734 $ 2,448 $ 377,043
As of December 31, 2015 Pass Special
Mention Substandard Doubtful Total
Commercial, financial and agricultural $ 30,814 $ 1,853 $ 1,504 $ - $ 34,171
Real estate - commercial 106,629 16,067 3,274 1,243 127,213
Real estate - construction 16,351 7,024 3,297 - 26,672
Real estate - mortgage 152,161 6,595 4,656 1,205 164,617
Obligations of states and political subdivisions 17,069 455 - 17,524
Personal 6,787 56 3 - 6,846
Total $ 329,811 $ 32,050 $ 12,734 $ 2,448 $ 377,043
The increase in loans classified as substandard on September 30, 2016 as compared to December 31, 2015 relates primarily to two business loan relationships that were downgraded and deemed to be impaired due to cash flow deficiencies, with combined balances in excess of $5 million. Neither loan is delinquent in its contractual payments.

The Company has certain loans in its portfolio that are considered to be impaired. It is the policy of the Company to recognize income on impaired loans that have been transferred to nonaccrual status on a cash basis, only to the extent that it exceeds principal balance recovery. Until an impaired loan is placed on nonaccrual status, income is recognized on the accrual basis. Collateral analysis is performed on each impaired loan at least quarterly, and results are used to determine if a specific reserve is necessary to adjust the carrying value of each individual loan down to the estimated fair value. Generally, specific reserves are carried against impaired loans based upon estimated collateral value until a confirming loss event occurs or until termination of the credit is scheduled through liquidation of the collateral or foreclosure. Charge off will occur when a confirmed loss is identified. Professional appraisals of collateral, discounted for expected selling costs, appraisal age, economic conditions and other known factors are used to determine the charge-off amount. The following tables summarize information regarding impaired loans by portfolio class as of ~~June~~September 30, 2016 and December 31, 2015 (in thousands):

As of June 30, 2016 As of December 31, 2015
Impaired loans Recorded
Investment Unpaid
Principal
Balance Related
Allowance Recorded
Investment Unpaid
Principal
Balance Related
Allowance
With no related allowance recorded:
Commercial, financial and agricultural $ 604 $ 608 $ - $ 475 $ 475 $ -
Real estate - commercial 5,976 6,942 - 1,851 2,024 -
Acquired with credit deterioration 707 789 - 834 893 -
Real estate - construction 2,561 2,561 - - - -
Real estate - mortgage 3,009 4,542 - 2,636 4,127 -
Acquired with credit deterioration 541 557 - 630 642 -
Personal 1 1 - - - -

With an allowance recorded:
Real estate - mortgage $ 857 $ 857 $ 75 $ - $ - $ -

Total:
Commercial, financial and agricultural $ 604 $ 608 $ - $ 475 $ 475 $ -
Real estate - commercial 5,976 6,942 - 1,851 2,024 -
Acquired with credit deterioration 707 789 - 834 893 -
Real estate - construction 2,561 2,561 - - - -
Real estate - mortgage 3,866 5,399 75 2,636 4,127 -
Acquired with credit deterioration 541 557 - 630 642 -
Personal 1 1
$ 14,256 $ 16,856 $ 75 $ 6,426 $ 8,161 $ -
As of  September 30, 2016 As of December 31, 2015
Impaired loans Recorded
Investment Unpaid
Principal
Balance Related
Allowance Recorded
Investment Unpaid
Principal
Balance Related
Allowance
With no related allowance recorded:
Commercial, financial and agricultural $ 353 $ 357 $ - $ 475 $ 475 $ -
Real estate - commercial 5,967 6,960 - 1,851 2,024 -
Acquired with credit deterioration 650 735 - 834 893 -
Real estate - construction 2,561 2,561 - - - -
Real estate - mortgage 3,262 4,829 - 2,636 4,127 -
Acquired with credit deterioration 422 444 - 630 642 -

With an allowance recorded:
Real estate - commercial $ 100 $ 100 $ 50 $ - $ - $ -
Real estate - mortgage 794 794 94 - - -

Total:
Commercial, financial and agricultural $ 353 $ 357 $ - $ 475 $ 475 $ -
Real estate - commercial 6,067 7,060 50 1,851 2,024 -
Acquired with credit deterioration 650 735 - 834 893 -
Real estate - construction 2,561 2,561 - - - -
Real estate - mortgage 4,056 5,623 94 2,636 4,127 -
Acquired with credit deterioration 422 444 - 630 642 -
$ 14,109 $ 16,780 $ 144 $ 6,426 $ 8,161 $ -

21

Three Months Ended June 30, 2016 Three Months Ended June 30, 2015
Impaired loans Average
Recorded
Investment Interest
Income
Recognized Cash
Basis
Interest
Income Average
Recorded
Investment Interest
Income
Recognized Cash
Basis
Interest
Income
With no related allowance recorded:
Commercial, financial and agricultural $ 312 $ 16 $ - $ - $ - $ -
Real estate - commercial 3,896 159 - 2,277 12 4
Acquired with credit deterioration 763 - - - - -
Real estate - construction 1,281 68 - 157 - -
Real estate - mortgage 2,606 14 6 2,888 9 6
Acquired with credit deterioration 582 - - - - -
Personal 1 - - - - -

With an allowance recorded:
Real estate - commercial $ - $ - $ - $ 101 $ - $ -
Real estate - construction - - - 168 - -
Real estate - mortgage 594 - - 350 - -

Total:
Commercial, financial and agricultural $ 312 $ 16- $ - $ - $ - $ -
Real estate - commercial 3,896 159 - 2,378 12 4
Acquired with credit deterioration 763 - - - - -
Real estate - construction 1,281 68 - 325 9 -
Real estate - mortgage 3,200 14 6 3,238 - 6
Acquired with credit deterioration 582 - - - - -
Personal 1
$ 10,034 $ 257 $ 6 $ 5,942 $ 21 $ 10
Three Months Ended  September 30,  2016 Three Months Ended September 30, 2015
Impaired loans Average
Recorded
Investment Interest
Income
Recognized Cash
Basis
Interest
Income Average
Recorded
Investment Interest
Income
Recognized Cash
Basis
Interest
Income
With no related allowance recorded:

Commercial, financial and agricultural $ 479 $ 7 $ - $ 236 $ 19 $ -
Real estate - commercial 5,972 84 - 2,326 11 4
Acquired with credit deterioration 679 - - - - -
Real estate - construction 2,561 34 - 287 - -
Real estate - mortgage 3,136 4 14 2,754 4 9
Acquired with credit deterioration 482 - - - - -
Personal 1 - - - - -

With an allowance recorded:
Real estate - commercial $ 50 $ - $ - $ - $ - $ -
Real estate - mortgage 826 - - 128 - -

Total:

Commercial, financial and agricultural $ 479 $ 7 $ - $ 236 $ 19 $ -
Real estate - commercial 6,022 84 - 2,326 11 4
Acquired with credit deterioration 679 - - - - -
Real estate - construction 2,561 34 - 287 - -
Real estate - mortgage 3,962 4 14 2,882 4 9
Acquired with credit deterioration 482 - - - - -
Personal 1 - - - - -
$ 14,186 $ 129 $ 14 $ 5,731 $ 34 $ 13

Six Months Ended June 30, 2016 Six Months Ended June 30, 2015
Impaired loans Average
Recorded
Investment Interest
Income
Recognized Cash
Basis
Interest
Income Average
Recorded
Investment Interest
Income
Recognized Cash
Basis
Interest
Income
With no related allowance recorded:
Commercial, financial and agricultural $ 540 $ 16 $ - $ 1 $ - $ -
Real estate - commercial 3,914 168 - 2,299 23 10
Acquired with credit deterioration 771 - - - - -
Real estate - construction 1,281 68 - 324 - -
Real estate - mortgage 2,823 18 12 3,025 19 13
Acquired with credit deterioration 586 - - - - -
Personal 1 - - - - -

With an allowance recorded:
Real estate - commercial $ - $ - $ - $ 67 $ - $ -
Real estate - construction - - - 112 - -
Real estate - mortgage 429 - - 469 - -

Total:
Commercial, financial and agricultural $ 540 $ 16 $ - $ 1 $ - $ -
Real estate - commercial 3,914 168 - 2,366 23 10
Acquired with credit deterioration 771 - - - - -
Real estate - construction 1,281 68 - 436 - -
Real estate - mortgage 3,252 18 12 3,494 19 13
Acquired with credit deterioration 586 - - - - -
Personal 1 - - - - -
$ 10,345 $ 270 $ 12 $ 6,297 $ 42 $ 23
22

Nine Months Ended  September 30,  2016 Nine Months Ended September 30, 2015
Impaired loans Average
Recorded
Investment Interest
Income
Recognized Cash
Basis
Interest
Income Average
Recorded
Investment Interest
Income
Recognized Cash
Basis
Interest
Income
With no related allowance recorded:
Commercial, financial and agricultural $ 414 $ 23 $ - $ 237 $ 19 $ -
Real estate - commercial 3,909 252 - 2,291 34 14
Acquired with credit deterioration 742 - - - - -
Real estate - construction 1,281 102 - 299 - -
Real estate - mortgage 2,949 22 26 2,785 23 22
Acquired with credit deterioration 526 - - - - -

With an allowance recorded:
Real estate - commercial $ 50 $ - $ - $ - $ - $ -
Real estate - mortgage 397 - - 555 - -

Total:
Commercial, financial and agricultural $ 414 $ 23 $ - $ 237 $ 19 $ -
Real estate - commercial 3,959 252 - 2,291 34 14
Acquired with credit deterioration 742 - - - - -
Real estate - construction 1,281 102 - 299 - -
Real estate - mortgage 3,346 22 26 3,340 23 22
Acquired with credit deterioration 526 - - - - -
$ 10,268 $ 399 $ 26 $ 6,167 $ 76 $ 36

The following table presents nonaccrual loans by classes of the loan portfolio as of ~~June~~September 30, 2016 and December 31, 2015 (in thousands):

June 30, 2016 December 31, 2015
Nonaccrual loans: September 30, 2016 December 31, 2015
Commercial, financial and agricultural $ 19 $ - $ - $ -
Real estate - commercial 1,157 1,286 1,120 1,286
Real estate - construction - - - -
Real estate - mortgage 3,642 2,402 3,838 2,402
Personal - - 1 -
Total $ 4,818 $ 3,688 $ 4,959 $ 3,688

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the past due status as of ~~June~~September 30, 2016 and December 31, 2015 (in thousands):

23

As of June 30, 2016 30-59
Days
Past Due 60-89
Days
Past Due Greater
than 90
Days Total
Past
Due Current Total
Loans Loans Past
Due
greater
than 90
Days and
Accruing
As of September 30, 2016 30-59
Days
Past Due 60-89
Days
Past Due Greater
than 90
Days Total
Past
Due Current Total
Loans Loans Past
Due
greater
than 90
Days and
Accruing

Commercial, financial and agricultural $ 201 - 19 $ 220 $ 38,511 $ 38,731 $ - $ - 50 - $ 50 $ 38,603 $ 38,653 $ -
Real estate - commercial 28 - 989 1,017 122,919 123,936
Real estate - commercial 26 406 1,393 1,825 126,473 128,298 272 -
Acquired with credit deterioration 203 - 504 707 - 707 504 196 - 454 650 - 650 454
Real estate - construction - - - - 29,236 29,236 - 508 - - 508 30,244 30,752 -
Real estate - mortgage 545 679 2,914 4,138 154,962 159,100 49
Real estate - mortgage 459 1,167 3,029 4,655 152,955 157,610 - -
Acquired with credit deterioration 151 - 168 319 222 541 168 - - 139 139 283 422 139
Obligations of states and political subdivisions - - - - 14,029 14,029 - - - - - 13,857 13,857 -
Personal 49 - 1 50 8,904 8,954 - 38 - - 38 9,871 9,909 -
Total $ 1,089 $ 1,573 $ 5,114 $ 7,776 $ 370,330 $ 378,106 $ 944 $ 1,315 $ 729 $ 4,496 $ 6,540 $ 370,739 $ 377,279 $ 642

As of December 31, 2015 30-59
Days
Past Due 60-89
Days
Past Due Greater
than 90
Days Total
Past
Due Current Total
Loans Loans Past
Due
greater
than 90
Days and
Accruing 30-59
Days
Past Due 60-89
Days
Past Due Greater
than 90
Days Total
Past
Due Current Total
Loans Loans Past
Due
greater
than 90
Days and
Accruing

Commercial, financial and agricultural $ 92 - - $ 92 $ 34,079 $ 34,171 $ - $ 92 - - $ 92 $ 34,079 $ 34,171 $ -
Real estate - commercial
Real estate - commercial 112 124 1,243 1,479 124,900 126,379 - 112 124 1,243 1,479 124,900 126,379 -
Acquired with credit deterioration - 175 443 618 216 834 443 - 175 443 618 216 834 443
Real estate - construction - - - - 26,672 26,672 - - - - - 26,672 26,672 -
Real estate - mortgage
Real estate - mortgage 1,038 761 1,669 3,468 160,519 163,987 - 1,038 761 1,669 3,468 160,519 163,987 -
Acquired with credit deterioration - 61 119 180 450 630 119 - 61 119 180 450 630 119
Obligations of states and political subdivisions - - - - 17,524 17,524 - - - - - 17,524 17,524 -
Personal 56 48 2 106 6,740 6,846 2 56 48 2 106 6,740 6,846 2
Total $ 1,298 $ 1,169 $ 3,476 $ 5,943 $ 371,100 $ 377,043 $ 564 $ 1,298 $ 1,169 $ 3,476 $ 5,943 $ 371,100 $ 377,043 $ 564
24

The following table summarizes information regarding troubled debt restructurings by loan portfolio class at ~~June~~September 30, 2016 and December 31, 2015, in thousands of dollars.

Number of
Contracts Pre-Modification
Outstanding
Recorded
Investment Post-Modification
Outstanding
Recorded
Investment Recorded
Investment
As of June 30, 2016
Accruing troubled debt restructurings:
Real estate - mortgage 6 $ 254 $ 282 $ 224

Non-accruing troubled debt restructurings:
Real estate - mortgage 1 25 25 25
7 $ 279 $ 307 $ 249

As of December 31, 2015
Accruing troubled debt restructurings:
Real estate - commercial 1 $ 148 $ 148 $ 142
Real estate - mortgage 6 254 282 234

7 $ 402 $ 430 $ 376
24
Number of
Contracts Pre-Modification
Outstanding
Recorded
Investment Post-Modification
Outstanding
Recorded
Investment Recorded
Investment
As of September 30, 2016
Accruing troubled debt restructurings:
Real estate - mortgage 6 $ 254 $ 282 $ 217

Non-accruing troubled debt restructurings:
Real estate - mortgage 1 25 25 24
7 $ 279 $ 307 $ 241

As of December 31, 2015
Accruing troubled debt restructurings:
Real estate - commercial 1 $ 148 $ 148 $ 142
Real estate - mortgage 6 254 282 234

7 $ 402 $ 430 $ 376

The Company’s troubled debt restructurings are also impaired loans, which may result in a specific allocation and subsequent charge-off if appropriate. As of ~~June~~September 30, 2016 there were no specific reserves carried for troubled debt restructurings. In the nine months ended September 30, 2015, one troubled debt restructured loan was foreclosed upon, resulting in a charge-off of $90,000, and an addition to OREO of $265,000. There were no other defaults of troubled debt restructurings that took place during the three or ~~six~~nine months ended ~~June~~September 30, 2016 or 2015 within 12 months of restructure. On December 31, 2015, there were no specific reserves carried for troubled debt restructured loans and no charge-offs relating to the troubled debt restructurings. The amended terms of the restructured loans vary, whereby interest rates have been reduced, principal payments have been reduced or deferred for a period of time and/or maturity dates have been extended.

Number of
Contracts Pre-Modification
Outstanding
Recorded
Investment Post-Modification
Outstanding
Recorded
Investment Recorded
Investment Number of
Contracts Pre-Modification
Outstanding
Recorded
Investment Post-Modification
Outstanding
Recorded
Investment Recorded
Investment
Three months ended June 30, 2016
Three months ended September 30, 2016
Non-accruing troubled debt restructurings:
Real estate - mortgage 1 $ 25 $ 25 $ 25 - $ - $ - $ -
1 $ 25 $ 25 $ 25 - $ - $ - $ -
Six months ended June 30, 2016
Nine months ended September 30, 2016
Non-accruing troubled debt restructurings:
Real estate - mortgage 1 $ 25 $ 25 $ 25 1 $ 25 $ 25 $ 24
1 $ 25 $ 25 $ 25 1 $ 25 $ 25 $ 24

There were no loans whose terms have been modified resulting in troubled debt restructurings during the three months or ~~six~~nine months ended ~~June~~September 30, 2015.

Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process at ~~June~~September 30, 2016 and December 31, 2015 totaled ~~$2,287,000~~$2,811,000 and $1,614,000, respectively.
25

The following tables summarize the activity in the allowance for loan losses and related investments in loans receivable (in thousands):
~~As of, and for the periods ended, June 30, 2016~~
Commercial,
financial and
agricultural Real estate -
commercial Real estate -
construction Real estate -
mortgage Obligations
of states and
political
subdivisions Personal Total
Allowance for loan losses:
Beginning balance, April 1, 2016 $ 291 $ 821 $ 198 $ 1,184 $ - $ 60 $ 2,554
Charge-offs (4 ) (110 ) - - - (11 ) (125 )
Recoveries - 24 - 1 - 6 31
Provisions 21 67 (7 ) 15 - 17 113
Ending balance, June 30, 2016 $ 308 $ 802 $ 191 $ 1,200 $ - $ 72 $ 2,573

Beginning balance, January 1, 2016 $ 264 $ 836 $ 191 $ 1,140 $ - $ 47 $ 2,478
Charge-offs (4 ) (142 ) - (18 ) - (13 ) (177 )
Recoveries - 24 - 1 - 13 38
Provisions 48 84 - 77 - 25 234
Ending balance, June 30, 2016 $ 308 $ 802 $ 191 $ 1,200 $ - $ 72 $ 2,573
25
Commercial,
financial and
agricultural Real estate -
commercial Real estate -
construction Real estate -
mortgage Obligations
of states and
political
subdivisions Personal Total
Allowance for loan losses:
Ending balance $ 308 $ 802 $ 191 $ 1,200 $ - $ 72 $ 2,573
evaluated for impairment
individually $ - $ - $ - $ 75 $ - $ - $ 75
collectively $ 308 $ 802 $ 191 $ 1,125 $ - $ 72 $ 2,498

Loans:
Ending balance $ 38,731 $ 129,005 $ 29,236 $ 158,151 $ 14,029 $ 8,954 $ 378,106
evaluated for impairment
individually $ 604 $ 5,977 $ 2,560 $ 3,866 $ - $ 1 $ 13,008
collectively $ 38,127 $ 123,028 $ 26,676 $ 154,285 $ 14,029 $ 8,953 $ 365,098
Ending balance: loans acquired with deteriorated credit quality - $ 707 $ - $ 541 $ - $ - $ 1,248
As of, and for the periods ended, ~~June~~September 30, 2016
Allowance for loan losses: Commercial,
financial and
agricultural Real estate -
commercial Real estate -
construction Real estate -
mortgage Obligations
of states and
political
subdivisions Personal Total
Beginning balance, July 1, 2016 $ 308 $ 802 $ 191 $ 1,200 $ - $ 72 $ 2,573
Charge-offs - (4 ) - (10 ) - (7 ) (21 )
Recoveries - - - - - 4 4
Provisions 2 59 12 45 - 14 132
Ending balance, September 30, 2016 $ 310 $ 857 $ 203 $ 1,235 $ - $ 83 $ 2,688

Beginning balance, January 1, 2016 $ 264 $ 836 $ 191 $ 1,140 $ - $ 47 $ 2,478
Charge-offs (4 ) (146 ) - (28 ) - (20 ) (198 )
Recoveries - 24 - 1 - 17 42
Provisions 50 143 12 122 - 39 366
Ending balance, September  30, 2016 $ 310 $ 857 $ 203 $ 1,235 $ - $ 83 $ 2,688
Allowance for loan losses: Commercial,
financial and
agricultural Real estate -
commercial Real estate -
construction Real estate -
mortgage Obligations
of states and
political
subdivisions Personal Total
Ending balance $ 310 $ 857 $ 203 $ 1,235 $ - $ 83 $ 2,688
evaluated for impairment individually $ - $ 50 $ - $ 94 $ - $ - $ 144
collectively $ 310 $ 807 $ 203 $ 1,141 $ - $ 83 $ 2,544
loans acquired with deteriorated credit quality $ - $ - $ - $ - $ - $ - $ -

Loans:
Ending balance $ 38,653 $ 124,586 $ 30,752 $ 159,522 $ 13,857 $ 9,909 $ 377,279
evaluated for impairment individually $ 353 $ 6,067 $ 2,561 $ 4,056 $ - $ - $ 13,037
collectively $ 38,300 $ 118,519 $ 28,191 $ 155,466 $ 13,857 $ 9,909 $ 364,242
Ending balance: loans acquired with deteriorated credit quality - $ 650 $ - $ 422 $ - $ - $ 1,072
As of, and for the periods ended, September 30, 2015
Commercial,
financial and
agricultural Real estate -
commercial Real estate -
construction Real estate -
mortgage Obligations
of states and
political
subdivisions Personal Total
Allowance for loan losses:
Beginning balance, April 1, 2015 $ 216 $ 706 $ 174 $ 1,268 $ - $ 35 $ 2,399
Charge-offs - (66 ) (24 ) (106 ) - (4 ) (200 )
Recoveries - - - 1 - 3 4
Provisions 16 112 8 (29 ) - 5 112
Ending balance, June 30, 2015 $ 232 $ 752 $ 158 $ 1,134 $ - $ 39 $ 2,315

Beginning balance, January 1, 2015 $ 222 $ 665 $ 155 $ 1,300 $ - $ 38 $ 2,380
Charge-offs - (66 ) (24 ) (138 ) - (5 ) (233 )
Recoveries - - - 1 - 5 6
Provisions 10 153 27 (29 ) - 1 162
Ending balance, June 30, 2015 $ 232 $ 752 $ 158 $ 1,134 $ - $ 39 $ 2,315
Commercial,
financial and
agricultural Real estate -
commercial Real estate -
construction Real estate -
mortgage Obligations
of states and
political
subdivisions Personal Total
Allowance for loan losses:
Ending balance $ 232 $ 752 $ 158 $ 1,134 $ - $ 39 $ 2,315
evaluated for impairment
individually $ - $ - $ - $ 2 $ - $ - $ 2
collectively $ 232 $ 752 $ 158 $ 1,132 $ - $ 39 $ 2,313

Loans:
Ending balance $ 27,032 $ 102,524 $ 21,065 $ 135,802 $ 13,427 $ 4,273 $ 304,123
evaluated for impairment
individually $ - $ 2,334 $ 312 $ 3,035 $ - $ - $ 5,681
collectively $ 27,032 $ 100,190 $ 20,753 $ 132,767 $ 13,427 $ 4,273 $ 298,442
Allowance for loan losses: Commercial,
financial and
agricultural Real estate -
commercial Real estate -
construction Real estate -
mortgage Obligations
of states and
political
subdivisions Personal Total
Beginning balance, July 1, 2015 $ 232 $ 752 $ 158 $ 1,134 $ - $ 39 $ 2,315
Charge-offs - - - (87 ) - (9 ) (96 )
Recoveries - - - - - 2 2
Provisions 10 (1 ) 17 103 - 11 140
Ending balance, September 30, 2015 $ 242 $ 751 $ 175 $ 1,150 $ - $ 43 $ 2,361

Beginning balance, January 1, 2015 $ 222 $ 665 $ 155 $ 1,300 $ - $ 38 $ 2,380
Charge-offs - (66 ) (24 ) (225 ) - (15 ) (330 )
Recoveries 1 - - 1 - 7 9
Provisions 19 152 44 74 - 13 302
Ending balance, September 30, 2015 $ 242 $ 751 $ 175 $ 1,150 $ - $ 43 $ 2,361

26

Allowance for loan losses: Commercial,
financial and
agricultural Real estate -
commercial Real estate -
construction Real estate -
mortgage Obligations
of states and
political
subdivisions Personal Total
Ending balance $ 242 $ 751 $ 175 $ 1,150 $ - $ 43 $ 2,361
evaluated for impairment individually $ - $ - $ - $ 11 $ - $ - $ 11
collectively $ 242 $ 751 $ 175 $ 1,139 $ - $ 43 $ 2,350

Loans:
Ending balance $ 28,743 $ 102,617 $ 23,282 $ 135,509 $ 12,888 $ 4,628 $ 307,667
evaluated for impairment individually $ 472 $ 2,318 $ 262 $ 2,727 $ - $ - $ 5,779
collectively $ 28,271 $ 100,299 $ 23,020 $ 132,782 $ 12,888 $ 4,628 $ 301,888
As of December 31, 2015

As of December 31, 2015 Commercial,
financial and
agricultural Real estate -
commercial Real estate -
construction Real estate -
mortgage Obligations
of states and
political
subdivisions Personal Total Commercial,
financial and
agricultural Real estate -
commercial Real estate -
construction Real estate -
mortgage Obligations
of states and
political
subdivisions Personal Total
Allowance for loan losses:
Ending balance $ 264 $ 836 $ 191 $ 1,140 $ - $ 47 $ 2,478 $ 264 $ 836 $ 191 $ 1,140 $ - $ 47 $ 2,478
evaluated for impairment
individually $ - $ - $ - $ - $ - $ - $ -
evaluated for impairment individually $ - $ - $ - $ - $ - $ - $ -
collectively $ 264 $ 836 $ 191 $ 1,140 $ - $ 47 $ 2,478 $ 264 $ 836 $ 191 $ 1,140 $ - $ 47 $ 2,478
Loans acquired with deteriorated credit quality $ - $ - $ - $ - $ - $ - $ -

Loans:
Ending balance $ 34,171 $ 127,213 $ 26,672 $ 164,617 $ 17,524 $ 6,846 $ 377,043 $ 34,171 $ 127,213 $ 26,672 $ 164,617 $ 17,524 $ 6,846 $ 377,043
evaluated for impairment
individually $ 475 $ 1,851 $ - $ 2,636 $ - $ - $ 4,962
evaluated for impairment individually $ 475 $ 1,851 $ - $ 2,636 $ - $ - $ 4,962
collectively $ 33,696 $ 124,528 $ 26,672 $ 161,351 $ 17,524 $ 6,846 $ 370,617 $ 33,696 $ 124,528 $ 26,672 $ 161,351 $ 17,524 $ 6,846 $ 370,617
acquired with credit deterioration $ - 834 $ - $ 630 $ - $ 1,464 $ - 834 $ - $ 630 $ $ - $ 1,464

8. Goodwill and other intangible assets

Branch Acquisition
On September 8, 2006, the Company acquired a branch office in Richfield, PA. Goodwill at ~~June~~September 30, 2016 and December 31, 2015 was $2,046,000. Core deposit intangible was ~~$7,000, net~~fully amortized as of ~~amortization of $431,000, at June~~September 30, 2016 and was $29,000, net of amortization of $402,000, at December 31, 2015. The core deposit intangible ~~is being~~was amortized over a ten-year period on a straight line basis. Goodwill is not amortized, but is measured annually for impairment or more frequently if certain events occur which might indicate goodwill has been impaired. Core deposit amortization expense was $7,000 and $11,000 ~~and $22,000~~ in ~~each of~~ the three ~~and six~~ months ~~ending June~~ended September 30, 2016 and 2015, respectively. For the nine month periods ended September 30, 2016 and 2015, core deposit amortization expense was $29,000 and $33,000, respectively. There was no impairment of goodwill during the three or ~~six~~nine month periods ended ~~June~~September 30, 2016 or 2015.

FNBPA Acquisition
On November 30, 2015, the Company completed its acquisition of FNBPA and as a result, recorded goodwill of $3,402,000. Core deposit intangible in the amount of $303,000 was recorded in the fourth quarter of 2015 and is being amortized over a ten-year period using a sum of the year’s digits basis. Core deposit intangible amortization expense recorded in the three and ~~six~~nine months ended ~~June~~September 30, 2016 was ~~$13,000~~$14,000 and ~~$28,000,~~$42,000, respectively, and is expected to be $55,000 for the full year. In the succeeding 4 years, core deposit intangible amortization is expected to be $49,000, $44,000, $38,000 and $33,000 per year, respectively, and $80,000 in total for years after 2020. Other intangible assets were identified and recorded as of November 30, 2015 in the amount of $40,000 and are being amortized on a straight line basis over two years, through November 30, 2017. Expense recognized in the three and ~~six~~nine months ended ~~June~~September 30, 2016 was ~~$5,000~~$10,000 and ~~$10,000,~~$15,000, respectively. Amortization expense is projected to be $20,000 and $18,000 for the full year of 2016 and 2017, respectively.
27

9. Investment in Unconsolidated Subsidiary

The Company owns 39.16% of the outstanding common stock of Liverpool Community Bank (LCB), Liverpool, PA. This investment is accounted for under the equity method of accounting and is being carried at ~~$4,623,000~~$4,668,000 as of ~~June~~September 30, 2016. The Company increases its investment in LCB for its share of earnings and decreases its investment by any dividends received from LCB. The investment is evaluated quarterly for impairment. A loss in value of the investment which is determined to be other than a temporary decline would be recognized as a loss in the period in which such determination is made. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of LCB to sustain an earnings capacity that would justify the current carrying value of the investment. There was no impairment of goodwill during the three or ~~six~~nine month periods ended ~~June~~September 30, 2016 or 2015.
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10. Fair Value Measurement

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. Additional guidance is provided on determining when the volume and level of activity for the asset or liability has significantly decreased. The guidance also includes guidance on identifying circumstances when a transaction may not be considered orderly.

Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed, and significant adjustments to the related prices may be necessary to estimate fair value in accordance with fair value measurement and disclosure guidance.

This guidance clarifies that, when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

28
Fair value measurement and disclosure guidance requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, the guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

28
Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

An asset’s or liability’s placement in the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the ~~valuavx0tion~~valuation hierarchy, is set forth below.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Securities Available for Sale. Debt securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurement from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Equity securities classified as available for sale are reported at fair value using Level 1 inputs.

Impaired Loans. Certain impaired loans are reported on a non-recurring basis at the fair value of the underlying collateral since repayment is expected solely from the collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Other Real Estate Owned. Certain assets included in other real estate owned are carried at fair value as a result of impairment and accordingly are presented as measured on a non-recurring basis. Values are estimated using Level 3 inputs, based on appraisals that consider the sales prices of property in the proximate vicinity.

29
Mortgage Servicing Rights. The fair value of servicing assets is based on the present value of estimated future cash flows on pools of mortgages stratified by rate and maturity date and are considered Level 3 inputs.

The following table summarizes financial assets and financial liabilities measured at fair value as of ~~June~~September 30, 2016 and December 31, 2015, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands). There were no transfers of assets between fair value Level 1 and Level 2 during the ~~six~~nine months ended ~~June~~September 30, 2016 or 2015.

(Level 1) (Level 2) (Level 3)
Quoted Prices in Significant Significant
Active Markets Other Other
September 30, for Identical Observable Unobservable
2016 Assets Inputs Inputs
Measured at fair value on a recurring basis:
Debt securities available-for-sale:
Obligations of U.S. Government agencies and corporations $ 36,134 $ - $ 36,134 $ -
Obligations of state and political subdivisions 25,134 - 25,134 -
Mortgage-backed securities 86,520 - 86,520 -
Equity securities available-for-sale 2,172 2,172 - -

Measured at fair value on a non-recurring basis:
Impaired loans 2,659 - - 2,659
Other real estate owned 109 - - 109
Mortgage servicing rights 196 - - 196
(Level 1) (Level 2) (Level 3)
Quoted Prices in Significant Significant
Active Markets Other Other
December 31, for Identical Observable Unobservable
2015 Assets Inputs Inputs
Measured at fair value on a recurring basis:
Debt securities available-for-sale:
Obligations of U.S. Government agencies and corporations $ 32,732 $ - $ 32,732 $ -
Obligations of state and political subdivisions 29,535 - 29,535 -
Mortgage-backed securities 87,741 - 87,741 -
Equity securities available-for-sale 2,319 2,319 - -

Measured at fair value on a non-recurring basis:
Impaired loans 2,232 - - 2,232
Other real estate owned 150 - - 150
Mortgage servicing rights 205 - - 205
2930

(Level 1) (Level 2) (Level 3)
Quoted Prices in Significant Significant
Active Markets Other Other
June 30, for Identical Observable Unobservable
2016 Assets Inputs Inputs
Measured at fair value on a recurring basis:
Debt securities available-for-sale:
Obligations of U.S. Government agencies and corporations $ 33,670 $ - $ 33,670 $ -
Obligations of state and political subdivisions 25,118 - 25,118 -
Mortgage-backed securities 83,011 - 83,011 -
Equity securities available-for-sale 2,090 2,090 - -

Measured at fair value on a non-recurring basis:
Impaired loans 2,999 - - 2,999
Other real estate owned 171 - - 171
Mortgage servicing rights 197 - - 197
(Level 1) (Level 2) (Level 3)
Quoted Prices in Significant Significant
Active Markets Other Other
December 31, for Identical Observable Unobservable
2015 Assets Inputs Inputs
Measured at fair value on a recurring basis:
Debt securities available-for-sale:
Obligations of U.S. Government agencies and corporations $ 32,732 $ - $ 32,732 $ -
Obligations of state and political subdivisions 29,535 - 29,535 -
Mortgage-backed securities 87,741 - 87,741 -
Equity securities available-for-sale 2,319 2,319 - -

Measured at fair value on a non-recurring basis:
Impaired loans 2,232 - - 2,232
Other real estate owned 150 - - 150
Mortgage servicing rights 205 - - 205

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Level 3 inputs have been used to determine fair value:

June 30, 2016 Fair Value
Estimate Valuation Technique Unobservable Input Range Weighted
Average
September 30, 2016 Fair Value
Estimate Valuation Technique Unobservable Input Range Weighted
Average

Impaired loans $ 2,999 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 7% - 37% 9.3 % $ 2,659 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 7% - 50% 8.8 %
Other real estate owned 171 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 10% - 32% 30 % 109 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 49% 49 %
Mortgage servicing rights 197 Multiple of annual servicing fee Estimated pre-payment speed, based on rate and term 300% - 400% 361 % 196 Multiple of annual servicing fee Estimated pre-payment speed, based on rate and term 300% - 400% 361 %

December 31, 2015 Fair Value
Estimate Valuation Technique Unobservable Input Range Weighted
Average

Impaired loans $ 2,232 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 7% - 37% 16.1 %
Other real estate owned 150 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 32% 32 %
Mortgage servicing rights 205 Multiple of annual servicing fee Estimated pre-payment speed, based on rate and term 300% - 400% 364 %

30
December 31, 2015 Fair Value
Estimate Valuation Technique Unobservable Input Range Weighted
Average

Impaired loans $ 2,232 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 7% - 37% 16.1 %
Other real estate owned 150 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 32% 32 %
Mortgage servicing rights 205 Multiple of annual servicing fee Estimated pre-payment speed, based on rate and term 300% - 400% 364 %

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

Fair Value of Financial Instruments
Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in sales transactions on the dates indicated. The estimated fair value amounts have been measured as of their respective year ends and have not been re-evaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different from the amounts reported at each quarter end.

The information presented below should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is provided only for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

The following describes the estimated fair value of the Company’s financial instruments as well as the significant methods and assumptions not previously disclosed used to determine these estimated fair values.

Carrying values approximate fair value for cash and due from banks, interest-bearing demand deposits with banks, restricted stock in the Federal Home Loan Bank, loans held for sale, interest receivable, mortgage servicing rights, non-interest bearing deposits, securities sold under agreements to repurchase, short-term borrowings and interest payable. Other than cash and due from banks, which are considered Level 1 inputs, and mortgage servicing rights, which are Level 3 inputs, these instruments are Level 2 inputs.

Interest bearing time deposits with banks - The estimated fair value is determined by discounting the contractual future cash flows, using the rates currently offered for deposits of similar remaining maturities.

31
Loans – For variable-rate loans that reprice frequently and which entail no significant changes in credit risk, carrying values approximated fair value. Substantially all commercial loans and real estate mortgages are variable rate loans. The fair value of other loans (i.e. consumer loans and fixed-rate real estate mortgages) is estimated by calculating the present value of the cash flow difference between the current rate and the market rate, for the average maturity, discounted quarterly at the market rate.

Fixed rate time deposits - The estimated fair value is determined by discounting the contractual future cash flows, using the rates currently offered for deposits of similar remaining maturities.

Long term debt and other interest bearing liabilities – The fair value is estimated using discounted cash flow analysis, based on incremental borrowing rates for similar types of arrangements.

Commitments to extend credit and letters of credit – The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account market interest rates, the remaining terms and present credit-worthiness of the counterparties. The fair value of guarantees and letters of credit is based on fees currently charged for similar agreements.

31
The estimated fair values of the Company’s financial instruments are as follows (in thousands):

Financial Instruments
(in thousands)

June 30, 2016 December 31, 2015
Carrying Fair Carrying Fair September 30, 2016 December 31, 2015
Value Value Value Value Carrying Fair Carrying Fair
Financial assets: Value Value Value Value
Cash and due from banks $ 10,495 $ 10,495 $ 10,385 $ 10,385 $ 9,314 $ 9,314 $ 10,385 $ 10,385
Interest bearing deposits with banks 123 123 73 73 147 147 73 73
Interest bearing time deposits with banks 350 350 350 350 350 350 350 350
Securities 143,889 143,889 152,327 152,327 149,960 149,960 152,327 152,327
Restricted investment in FHLB stock 2,487 2,487 3,509 3,509 2,863 2,863 3,509 3,509
Loans held for sale - - 1,808 1,808 - - 1,808 1,808
Loans, net of allowance for loan losses 375,533 367,157 374,565 373,078 374,591 365,839 374,565 373,078
Mortgage servicing rights 197 197 205 205 196 196 205 205
Accrued interest receivable 1,511 1,511 1,806 1,806 1,583 1,583 1,806 1,806

Financial liabilities:
Non-interest bearing deposits 105,193 105,193 106,667 106,667 104,470 104,470 106,667 106,667
Interest bearing deposits 361,851 364,567 350,459 352,859 358,847 361,666 350,459 352,859
Securities sold under agreements to repurchase 4,469 4,469 4,996 4,996 5,303 5,303 4,996 4,996
Short-term borrowings 7,119 7,119 30,061 30,061 13,000 13,000 30,061 30,061
Long-term debt 25,000 �� 25,148 22,500 22,482 25,000 25,120 22,500 22,482
Other interest bearing liabilities 1,497 1,295 1,471 1,476 1,505 1,510 1,471 1,476
Accrued interest payable 227 227 238 238 230 230 238 238

Off-balance sheet financial instruments:
Commitments to extend credit - - - - - - - -
Letters of credit - - - - - - - -

The following presents the carrying amount, fair value and placement in the fair value hierarchy of the Company’s financial instruments not previously disclosed as of ~~March 31,~~September 30, 2016 and December 31, 2015. This table excludes financial instruments for which the carrying amount approximates fair value (in thousands).

(Level 1) (Level 2) (Level 3)
Quoted Prices in
Active Markets Significant Significant
for Identical Other Other
June 30, 2016 Carrying
Amount Fair Value Assets or
Liabilities Observable
Inputs Unobservable
Inputs
Financial instruments - Assets
Interest bearing time deposits with banks $ 350 $ 350 $ - $ 350 $ -
Loans, net of allowance for loan losses 375,533 367,157 - - 367,157
Financial instruments - Liabilities
Interest bearing deposits 361,851 364,567 - 364,567 -
Long-term debt 25,000 25,148 - 25,148 -
Other interest bearing liabilities 1,497 1,295 - 1,295 -
32

(Level 1) (Level 2) (Level 3) (Level 1)
Quoted Prices in Quoted Prices in (Level 2) (Level 3)
Active Markets Significant Significant Active Markets Significant Significant
for Identical Other Other for Identical Other Other
December 31, 2015 Carrying
Amount Fair Value Assets or
Liabilities Observable
Inputs Unobservable
Inputs
September 30, 2016 Carrying
Amount Fair Value Assets or
Liabilities Observable
Inputs Unobservable
Inputs
Financial instruments - Assets
Interest bearing time deposits with banks $ 350 $ 350 $ - $ 350 $ - $ 350 $ 350 $ - $ 350 $ -
Loans held for sale 1,808 1,808 - 1,808 -
Loans, net of allowance for loan losses 374,565 373,078 - - 373,078 374,591 365,839 - - 365,839
Financial instruments - Liabilities
Interest bearing deposits 350,459 352,859 - 352,859 - 358,847 361,666 - 361,666 -
Long-term debt 22,500 22,482 - 22,482 - 25,000 25,120 - 25,120 -
Other interest bearing liabilities 1,471 1,476 - 1,476 - 1,505 1,510 - 1,510 -
(Level 1)
Quoted Prices in (Level 2) (Level 3)
Active Markets Significant Significant
for Identical Other Other
December 31, 2015 Carrying
Amount Fair Value Assets or
Liabilities Observable
Inputs Unobservable
Inputs
Financial instruments - Assets
Interest bearing time deposits with banks $ 350 $ 350 $ - $ 350 $ -
Loans held for sale 1,808 1,808 - 1,808 -
Loans, net of allowance for loan losses 374,565 373,078 - - 373,078
Financial instruments - Liabilities
Interest bearing deposits 350,459 352,859 - 352,859 -
Long-term debt 22,500 22,482 - 22,482 -
Other interest bearing liabilities 1,471 1,476 - 1,476 -

11. Defined Benefit Retirement Plan

The Company sponsors a defined benefit retirement Plan (the “JVB Plan”) which covers substantially all of its employees employed prior to December 31, 2007. As of January 1, 2008, the JVB Plan was amended to close the JVB Plan to new entrants. All active participants as of December 31, 2007 became 100% vested in their accrued benefit and, as long as they remained eligible, continued to accrue benefits until December 31, 2012. The benefits are based on years of service and the employee’s compensation. Effective December 31, 2012, the JVB Plan was amended (frozen) to cease future service accruals after that date. The Company’s funding policy is to contribute annually no more than the maximum amount that can be deducted for federal income tax purposes. Contributions are intended to provide for benefits attributed to service through December 31, 2012. The Company has made no contributions in the first ~~six~~nine months of 2016 and does not expect to contribute to the JVB Plan in the remainder of 2016. Pension expense included the following components for the three and ~~six~~nine month periods ended ~~June~~September 30, 2016 and 2015:

~~(Dollars in thousands)~~
(Dollars in thousands) Three Months Ended Nine Months Ended
September 30, September 30,
2016 2015 2016 2015
Components of net periodic pension cost (income)
Interest cost $ 114 $ 112 $ 342 $ 337
Expected return on plan assets (142 ) (148 ) (426 ) (444 )
Recognized net actuarial loss 62 61 186 182
Net periodic pension cost (income) $ 34 $ 25 $ 102 $ 75

Amortization of net actuarial loss recognized in other comprehensive income $ (62 ) $ (61 ) $ (186 ) $ (182 )

Total recognized in net periodic pension cost and other comprehensive income $ (28 ) $ (36 ) $ (84 ) $ (107 )

Three Months Ended Six Months Ended
June 30, June 30,
2016 2015 2016 2015
Components of net periodic pension cost (income)
Interest cost $ 114 $ 113 $ 228 $ 225
Expected return on plan assets (142 ) (148 ) (284 ) (296 )
Recognized net actuarial loss 62 60 124 121
Net periodic pension cost (income) $ 34 $ 25 $ 68 $ 50

Amortization of net actuarial loss recognized in other comprehensive income $ (62 ) $ (60 ) $ (124 ) $ (121 )

Total recognized in net periodic pension cost and other comprehensive income $ (28 ) $ (35 ) $ (56 ) $ (71 )
33

As a result of the FNBPA acquisition, the Company sponsors a second defined benefit retirement plan (the “FNB Plan”), which covers substantially all former FNBPA employees that were employed prior to September 30, 2008. The FNB Plan was amended as of December 31, 2015 to cease future service accruals to previously unfrozen participants and is now considered to be “frozen”. The Company’s funding policy is to contribute annually no more than the maximum amount that can be deducted for federal income tax purposes. Contributions are intended to provide for benefits attributed to service prior to the frozen date. The Company has made no contributions in the first ~~six~~nine months of 2016 and does not expect to contribute to the FNB Plan in the remainder of 2016. Pension benefit included the following components for the three and ~~six~~nine month periods ended ~~June~~September 30, 2016 and 2015.

33
~~(Dollars in thousands)~~
Three Months Ended Six Months Ended
(Dollars in thousands) Three Months Ended Nine Months Ended
June 30, June 30, September 30, September 30,
2016 2015 2016 2015 2016 2015 2016 2015
Components of net periodic pension cost (income)
Interest cost $ 53 $ - $ 106 $ - $ 53 $ - $ 159 $ -
Expected return on plan assets (57 ) - (114 ) - (57 ) - (171 ) -
Recognized net actuarial loss - - - - - - - -
Net periodic pension cost (income) $ (4 ) $ - $ (8 ) $ - $ (4 ) $ - $ (12 ) $ -

Amortization of net actuarial loss recognized in other comprehensive income $ - $ - $ - $ - $ - $ - $ - $ -

Total recognized in net periodic pension cost and other comprehensive income $ (4 ) $ - $ (8 ) $ - $ (4 ) $ - $ (12 ) $ -

12. Commitments, Contingent Liabilities and Guarantees

In the ordinary course of business, the Company makes commitments to extend credit to its customers through letters of credit, loan commitments and lines of credit. At ~~June~~September 30, 2016, the Company had ~~$61,931,000~~$60,613,000 outstanding in loan commitments and other unused lines of credit extended to its customers as compared to $47,280,000 at December 31, 2015.

The Company does not issue any guarantees that would require liability recognition or disclosure, other than its letters of credit. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Generally, financial and performance letters of credit have expiration dates within one year of issuance, while commercial letters of credit have longer term commitments. The credit risk involved in issuing letters of credit is essentially the same as the risks that are involved in extending loan facilities to customers. The Company generally holds collateral and/or personal guarantees supporting these commitments. The Company had outstanding ~~$2,424,000~~$2,574,000 and $2,586,000 of financial and performance letters of credit commitments as of ~~June~~September 30, 2016 and December 31, 2015, respectively. Commercial letters of credit as of ~~June~~September 30, 2016 and December 31, 2015 totaled $12,400,000. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees. The amount of the liability as of ~~June~~September 30, 2016 for payments under letters of credit issued was not material. Because these instruments have fixed maturity dates, and because many of them will expire without being drawn upon, they do not generally present any significant liquidity risk.

Additionally, the Company has committed to fund and sell qualifying residential mortgage loans to the Federal Home Loan Bank of Pittsburgh in the total amount of $10,000,000. As of ~~June~~September 30, 2016, ~~$7,905,000~~$7,124,000 remained to be delivered on that commitment, ~~$374,000~~$428,000 of which has been committed to borrowers.
34

13. Subsequent Events

In ~~July~~October 2016, the Board of Directors declared a dividend of $0.22 per share to shareholders of record on ~~August~~November 15, 2016, payable on ~~September~~December 1, 2016.
34

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

Forward Looking Statements:

The information contained in this Quarterly Report on Form 10-Q contains forward looking statements (as such term is defined in the Securities Exchange Act of 1934 and the regulations thereunder) including statements which are not historical facts or that address trends or management's intentions, plans, beliefs, expectations or opinions. Such forward looking statements are subject to risks and uncertainties and may be affected by various factors which may cause actual results to differ materially from those in the forward looking statements including, without limitation:

· the impact of adverse changes in the economy and real estate markets, including protracted periods of low-growth and sluggish loan demand;
· the effect of market interest rates, particularly a continuing period of low market interest rates, and relative balances of rate-sensitive assets to rate-sensitive liabilities, on net interest margin and net interest income;
· the effect of competition on rates of deposit and loan growth and net interest margin;
· increases in non-performing assets, which may result in increases in the allowance for credit losses, loan charge-offs and elevated collection and carrying costs related to such non-performing assets;
· other income growth, including the impact of regulatory changes which have reduced debit card interchange revenue;
· investment securities gains and losses, including other than temporary declines in the value of securities which may result in charges to earnings;
· the level of other expenses, including salaries and employee benefit expenses;
· the increasing time and expense associated with regulatory compliance and risk management;
· the uncertainty and lack of clear regulatory guidance associated with the delay in implementing many of the regulations mandated by the Dodd Frank Act;
· capital and liquidity strategies, including the expected impact of the capital and liquidity requirements modified by the Basel III standards; amd
· integration costs and cost savings related to business combinations, including the acquisition of FNBPA completed on November 30, 2015.

The Company undertakes no obligation to publicly update or revise forward looking information, whether as a result of new or updated information, future events or otherwise. For a more complete discussion of certain risks, uncertainties and other factors affecting the Company, refer to the Company’s Risk Factors, contained in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, and Item 1A of Part II of this Quarterly Report on Form 10-Q, a copy of which may be obtained from the Company upon request and without charge (except for the exhibits thereto).

Critical Accounting Policies:

Disclosure of the Company’s significant accounting policies is included in the notes to the consolidated financial statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Some of these policies require significant judgments, estimates, and assumptions to be made by management, most particularly in connection with determining the provision for loan losses and the appropriate level of the allowance for loan losses, as well as management’s evaluation of the investment portfolio for other-than-temporary impairment. There have been no changes in critical accounting policies since December 31, 2015.

35
General:

The following discussion relates to the consolidated financial condition of the Company as of ~~June~~September 30, 2016, as compared to December 31, 2015, and the consolidated results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2016, compared to the same periods in 2015. This discussion should be read in conjunction with the interim consolidated financial statements and related notes included herein.
35

Overview:

Juniata Valley Financial Corp. is a Pennsylvania corporation organized in 1983 to be the holding company of The Juniata Valley Bank. The Bank is a state-chartered bank headquartered in Mifflintown, Pennsylvania. Juniata Valley Financial Corp. and its subsidiary bank derive substantially all of their income from banking and bank-related services, including interest earned on residential real estate, commercial mortgage, commercial and consumer loans, interest earned on investment securities and fee income from deposit services and other financial services to its customers through 15 locations in Pennsylvania. The Company completed its acquisition of FNBPA on November 30, 2015, at which time total assets increased by approximately $92 million, or 19%. Juniata Valley Financial Corp. also owns 39.16% of Liverpool Community Bank (LCB), located in Liverpool, Pennsylvania. The Company accounts for LCB as an unconsolidated subsidiary using the equity method of accounting.

Financial Condition:

Total assets as of ~~June~~September 30, 2016, were ~~$572.8~~$577.0 million, a decrease of ~~1.9%~~1.2% compared to December 31, 2015. Comparing the balances at ~~June~~September 30, 2016 and December 31, 2015, deposits increased by ~~$9.9~~$6.2 million, with non-interest bearing deposits decreasing by ~~$1.5~~$2.2 million and interest-bearing deposits increasing by ~~$11.4~~$8.4 million. The Company’s investment portfolio decreased by ~~$8.4~~$2.4 million and borrowings decreased by ~~$21.0~~$14.3 million.

The table below shows changes in deposit volumes by type of deposit (in thousands of dollars) between December 31, 2015 and ~~June~~September 30, 2016.

June 30, December 31, Change September 30, December 31, Change
2016 2015 $ % 2016 2015 $ %
Deposits:
Demand, non-interest bearing $ 105,193 $ 106,667 $ (1,474 ) (1.4 )% $ 104,470 $ 106,667 $ (2,197 ) (2.1 )%
Interest bearing demand and money market 123,784 114,406 9,378 8.2 124,213 114,406 9,807 8.6
Savings 98,487 94,923 3,564 3.8 96,003 94,923 1,080 1.1
Time deposits, $100,000 and more 31,977 25,573 6,404 25.0 31,999 25,573 6,426 25.1
Other time deposits 107,603 115,557 (7,954 ) (6.9 ) 106,632 115,557 (8,925 ) (7.7 )
Total deposits $ 467,044 $ 457,126 $ 9,918 2.2 % $ 463,317 $ 457,126 $ 6,191 1.4 %

Overall, ~~loans increased $1.1 million, or 0.3%, between~~loan balances remained relatively consistent at December 31, 2015 and ~~June~~September 30, 2016, as shown in the table below (in thousands of dollars)~~, primarily due to increases in~~; however, commercial, ~~lending~~financial and agricultural, real estate construction and personal consumer ~~lending, partially offset by~~loans increased, offsetting reductions in ~~residential~~the consumer and commercial real estate ~~loans and loans to~~mortgage portfolios as well as reductions in loan balances of states and political subdivisions.

June 30, December 31, Change September 30, December 31, Change
2016 2015 $ % 2016 2015 $ %
Loans:
Commercial, financial and agricultural $ 38,731 $ 34,171 $ 4,560 13.3 % $ 38,653 $ 34,171 $ 4,482 13.1 %
Real estate - commercial 129,005 127,213 1,792 1.4 124,586 127,213 (2,627 ) (2.1 )
Real estate - construction 29,236 26,672 2,564 9.6 30,752 26,672 4,080 15.3
Real estate - mortgage 158,151 164,617 (6,466 ) (3.9 ) 159,522 164,617 (5,095 ) (3.1 )
Obligations of states and political subdivisions 14,029 17,524 (3,495 ) (19.9 ) 13,857 17,524 (3,667 ) (20.9 )
Personal 8,954 6,846 2,108 30.8 9,909 6,846 3,063 44.7
Total loans $ 378,106 $ 377,043 $ 1,063 0.3 % $ 377,279 $ 377,043 $ 236 0.1 %

36

A summary of the activity in the allowance for loan losses for each of the ~~six-month~~nine-month periods ended ~~June~~September 30, 2016 and 2015 (in thousands) is presented below.

Periods Ended June 30, Periods Ended September 30,
2016 2015 2016 2015
Balance of allowance - January 1 $ 2,478 $ 2,380 $ 2,478 $ 2,380
Loans charged off (177 ) (233 ) (198 ) (330 )
Recoveries of loans previously charged off 37 6 42 9
Net charge-offs (140 ) (227 ) (156 ) (321 )
Provision for loan losses 234 162 366 302
Balance of allowance - end of period $ 2,572 $ 2,315 $ 2,688 $ 2,361

Ratio of net charge-offs during period to average loans outstanding 0.04 % 0.08 % 0.04 % 0.11 %

As of ~~June~~September 30, 2016, 4555 loans (exclusive of loans acquired with credit deterioration), with aggregate outstanding balances of ~~$14,256,000,~~$13,037,000, were individually evaluated for impairment. A collateral analysis was performed on each of these 4555 loans in order to establish a portion of the reserve needed to carry impaired loans at fair value. As a result, ~~three~~four loans were determined to have insufficient collateral, and specific reserves, totaling ~~$75,000,~~$144,000, were established for the impaired loans.

Management believes that the specific reserves carried are adequate to cover potential future losses related to these relationships. There are no other material loans classified as loss, doubtful, substandard, or special mention which management expects to significantly impact future operating results, liquidity or capital resources.

Following is a summary of the Bank’s non-performing loans on ~~June~~September 30, 2016 as compared to December 31, 2015.

(Dollar amounts in thousands) As of and for the As of and for the As of and for the As of and for the
six months ended year ended nine months ended year ended
Non-performing loans June 30, 2016 December 31, 2015 September 30, 2016 December 31, 2015
Non-accrual loans $ 4,793 $ 3,688 $ 4,959 $ 3,688
Accruing loans past due 90 days or more, exclusive of loans acquired with credit deterioration 272 2 49 2
Restructured loans in default and non-accruing 25 -
Restructured loans in default 25 -
Total $ 5,090 $ 3,690 $ 5,033 $ 3,690

Average loans outstanding $ 378,462 $ 306,128 $ 377,854 $ 306,128

Ratio of non-performing loans to average loans outstanding 1.34 % 1.21 % 1.33 % 1.21 %

Stockholders’ equity increased from December 31, 2015 to ~~June~~September 30, 2016 by ~~$1,922,000,~~$2,185,000, or ~~3.2%~~3.6%. The Company’s net income for the nine months ended September 30, 2016 exceeded dividends paid by ~~$294,000.~~$684,000. The adjustment to accumulated other comprehensive loss to record the amortization of the net actuarial loss of the Company’s defined benefit retirement plan increased the Company’s equity by ~~$82,000.~~$123,000. The change in market value of securities available for sale increased shareholders’ equity by ~~$1,466,000~~$1,282,000 when comparing ~~June~~September 30, 2016 to December 31, 2015. Stock based compensation expense recorded pursuant to the Company’s Stock Option Plan added ~~$34,000~~$50,000 during the ~~six~~nine month period and net issuance of stock for employee stock plans added ~~$46,000~~$64,000 to equity. Additionally, the Company repurchased 1,000 shares into treasury during the period, costing $18,000.

Subsequent to ~~June~~September 30, 2016, the following events took place:

On ~~July 19,~~October 18, 2016, the Board of Directors declared a cash dividend of $0.22 per share to shareholders of record on ~~August~~November 15, 2016, payable on ~~September~~December 1, 2016.

37

Comparison of the Three Months Ended ~~June~~September 30, 2016 and 2015

Operations Overview:
Net income for the ~~second~~third quarter of 2016 was ~~$1,115,000,~~$1,447,000, an increase of ~~$114,000,~~$439,000, or ~~11.4%~~43.5%, when compared to the ~~second~~third quarter of 2015. The increase was due primarily to growth of earning assets and revenues as a result of the acquisition of FNBPA, consummated on November 30, ~~2015.~~2015, but also due to infrequently occurring items in both periods. Basic and diluted earnings per share were ~~$0.23~~$0.30 in the ~~second~~third quarter of 2016 compared to $0.24 in the ~~second~~third quarter of ~~2015.Presented~~2015. Presented below are selected key ratios for the two periods:

Three Months Ended
June 30,
2016 2015
Return on average assets (annualized) 0.78 % 0.84 %
Return on average equity (annualized) 7.25 % 7.99 %
Average equity to average assets 10.81 % 10.55 %

Non-interest income, excluding securities gains, as a percentage of average assets (annualized) 0.86 % 0.95 %
Non-interest expense as a percentage of average assets (annualized) 3.15 % 3.05 %
Excluding tax-effected merger, acquisition and integration costs incurred during the quarters ending June 30, 2016 and 2015, annualized return on average assets and annualized return on average equity were 0.93% and 8.60%, respectively, in the 2016 period and 0.87% and 8.24%, respectively, in the 2015 period. On the adjusted basis, basic and diluted earnings per share increased from $0.25 in the second quarter of 2015 to $0.28 in the second quarter of 2016.
Three Months Ended
September 30,
2016 2015
Return on average assets (annualized) 1.02 % 0.84 %
Return on average equity (annualized) 9.35 % 8.03 %
Average equity to average assets 10.87 % 10.41 %

Non-interest income, excluding securities gains, as a percentage of average assets (annualized) 1.10 % 0.97 %
Non-interest expense as a percentage of average assets (annualized) 3.04 % 3.07 %

The discussion that follows further explains changes in the components of net income when comparing the ~~second~~third quarter of 2016 with the ~~second~~third quarter of 2015.

Net Interest Income:
Net interest income was ~~$4,531,000~~$4,488,000 for the ~~second~~third quarter of 2016, as compared to ~~$3,724,000~~$3,803,000 in the same quarter in 2015, an increase of ~~21.7%~~18.0%. Average earning assets increased by ~~20.0%~~17.6%, and the net interest margin, on a fully tax equivalent basis, ~~increased by 4 basis points.~~remained at 3.59% in both periods.

Average loan balances increased by ~~$80.8~~$72.7 million, or ~~27.5%~~23.9%, and interest on loans increased ~~$810,000~~$726,000 in the ~~second~~third quarter of 2016 as compared to the same period in 2015. Average balances of loans added through the acquisition of FNBPA were approximately ~~$41~~$40 million, while the remaining amount of the increase, approximately ~~$40~~$33 million, was the result of new loan origination. The increase in average loans outstanding increased interest income by ~~$945,000~~$858,000 but was partially offset by a decrease of 1716 basis points in the average weighted yield that reduced interest income by approximately ~~$135,000.~~$132,000.

Interest earned on investment securities increased ~~$41,000~~$38,000 in the ~~second~~third quarter of 2016 as compared to the ~~second~~third quarter of 2015. Yield increases added $14,000, while average balance increases added ~~$27,000~~$24,000 to interest income. The overall pre-tax yield on the investment securities portfolio increased during the period by 5 basis points, with the average balance increasing by $4.3 million.

Total average earning assets during the ~~second~~third quarter of 2016 were ~~$520.6~~$519.1 million, compared to ~~$433.8~~$441.5 million during the ~~second~~third quarter of 2015, yielding ~~3.90%~~3.89% and ~~3.89%~~3.88%, respectively, in the 2016 and 2015 periods. Average interest-bearing liabilities increased by ~~$55.7~~$51.9 million, while average non-interest bearing deposits increased ~~$25.9~~$21.9 million. The cost to fund interest earning assets ~~dropped by 4 basis points, to 0.42%~~was 0.43%, in ~~the second quarter of 2016 compared to the second quarter of 2015.~~both periods.

Net interest margin on a fully tax-equivalent basis remained at 3.59% for both the ~~second~~third quarter of 2016 ~~was 3.61%. For~~and the ~~same period in 2015, the fully-tax equivalent net interest margin was 3.57%.~~third quarter of 2015.

38

AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS
(Dollars in thousands)

Three Months Ended Three Months Ended Three Months Ended Three Months Ended
June 30, 2016 June 30, 2015 September 30, 2016 September 30, 2015
Average Yield/ Average Yield/ Increase (Decrease) Due To (6) Average Yield/ Average Yield/ Increase (Decrease) Due To (6)
Balance (1) Interest Rate Balance (1) Interest Rate Volume Rate Total Balance (1) Interest Rate Balance (1) Interest Rate Volume Rate Total
ASSETS
Interest earning assets:
Taxable loans (5) $ 345,381 �� $ 4,136 4.79 % $ 270,602 $ 3,372 4.98 % $ 899 $ (135 ) $ 764 $ 348,305 $ 4,133 4.75 % $ 278,346 $ 3,430 4.93 % $ 836 $ (133 ) $ 703
Tax-exempt loans 29,166 222 3.06 23,090 176 3.06 46 - 46 28,345 223 3.13 25,556 200 3.10 22 1 23
Total loans 374,547 4,358 4.66 293,692 3,548 4.83 945 (135 ) 810 376,650 4,356 4.62 303,902 3,630 4.78 858 (132 ) 726
Taxable investment securities 120,473 610 2.03 110,294 557 2.02 52 1 53 119,693 590 1.97 109,495 539 1.97 50 1 51
Tax-exempt investment securities 23,212 102 1.76 29,056 114 1.57 (25 ) 13 (12 ) 22,071 100 1.81 27,989 113 1.61 (26 ) 13 (13 )
Total investment securities 143,685 712 1.98 139,350 671 1.93 27 14 41 141,764 690 1.95 137,484 652 1.90 24 14 38
- - - -
Interest bearing deposits 1,628 6 1.24 785 1 0.41 2 3 5 657 3 1.82 84 - 1.89 3 - 3
Federal funds sold 793 1 0.51 - - - 1 1 65 - 0.61 - - - - -
Total interest earning assets 520,653 5,077 3.90 433,827 4,220 3.89 974 (117 ) 857 519,136 5,049 3.89 441,470 4,282 3.88 885 (118 ) 767

Other assets (7) 48,323 41,190 50,302 41,002
Total assets $ 568,976 $ 475,017 $ 569,438 $ 482,472

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Interest bearing demand deposits (2) $ 124,813 62 0.20 $ 99,456 40 0.16 12 10 22 $ 123,629 68 0.22 $ 98,679 43 0.17 12 13 25
Savings deposits 97,681 25 0.10 72,280 18 0.10 6 1 7 97,861 24 0.10 74,240 19 0.10 6 (1 ) 5
Time deposits 140,252 362 1.04 129,721 355 1.10 27 (20 ) 7 138,913 369 1.06 125,794 324 1.02 34 11 45
Short-term and long-term borrowings and other interest bearing liabilities 32,281 97 1.21 37,854 83 0.88 (13 ) 27 14 34,983 100 1.14 44,748 93 0.82 (23 ) 30 7
Total interest bearing liabilities 395,027 546 0.56 339,311 496 0.59 32 18 50 395,386 561 0.56 343,461 479 0.55 29 53 82

Non-interest bearing liabilities:
Demand deposits 106,253 80,393 105,847 83,899
Other 6,175 5,190 6,583 4,880
Stockholders' equity 61,521 50,123 61,622 50,232
Total liabilities and stockholders' equity $ 568,976 $ 475,017 $ 569,438 $ 482,472
Net interest income and net interest rate spread $ 4,531 3.34 % $ 3,724 3.30 % $ 942 $ (135 ) $ 807 $ 4,488 3.33 % $ 3,803 3.33 % $ 856 $ (171 ) $ 685
Net interest margin on interest earning assets (3) 3.48 % 3.43 % 3.46 % 3.45 %
Net interest income and net interest margin-Tax equivalent basis (4) $ 4,698 3.61 % $ 3,873 3.57 % $ 4,654 3.59 % $ 3,965 3.59 %

Notes:
1) Average balances were calculated using a daily average.
2) Includes interest-bearing demand and money market accounts.
3) Net margin on interest earning assets is net interest income divided by average interest earning assets.
4) Interest on obligations of states and municipalities is not subject to federal income tax. In order to make the net yield comparable on a fully taxable basis, a tax equivalent adjustment is applied against the tax-exempt income utilizing a federal tax rate of 34%.
5) Non-accruing loans are included in the above table until they are charged off.
6) The change in interest due to rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
(7) Includes gross unrealized gains (losses) on securities available for sale.

Provision for Loan Losses:
In the ~~second~~third quarter of 2016, the provision for loan losses was ~~$113,000,~~$132,000, as compared to a provision of ~~$112,000~~$140,000 in the ~~second~~third quarter of 2015. Management regularly reviews the adequacy of the loan loss reserve and makes assessments as to specific loan impairment, historical charge-off expectations, general economic conditions in the Bank’s market area, specific loan quality and other factors. Factors affecting the provision for loan losses were the increased loan balances considered in the analysis and credit concentrations. See the earlier discussion in the Financial Condition section, explaining the information used to determine the provision.

39

Non-interest Income:
Non-interest income in the ~~second~~third quarter of 2016 was ~~$1,345,000,~~$1,571,000, compared to ~~$1,130,000~~$1,193,000 in the ~~second~~third quarter of 2015, representing an increase of ~~$215,000,~~$378,000, or ~~19.0%~~31.7%.

Most significantly impacting the comparative ~~second~~third quarter periods ~~was a $128,000 gain~~were gains from ~~the sale of securities recorded~~life insurance in ~~the second~~both periods. Third quarter ~~of 2016; no similar corresponding gain was recorded~~non-interest income included $364,000 in ~~the 2015 period.~~2016 versus $98,000 in 2015. Increases in customer service fees and debit card income of ~~8.2%~~18.9% and ~~19.6%~~20.5%, respectively, were primarily due to the addition of deposit accounts from the FNBPA acquisition. Trust fees ~~increased~~decreased by ~~$67,000,~~$21,000, or ~~79.8%~~20.0%, primarily due to estate fees earned in the ~~second~~third quarter of ~~2016.~~2015.

Commissions from the sales of non-deposit products decreased in the ~~second~~third quarter of 2016 by ~~$50,000,~~$18,000, or ~~42.4%~~29.5%, as sales activity decreased. Fees derived from loan activity increased by ~~$12,000,~~$9,000, or ~~23.1%~~18.4%, due primarily to an increase in title insurance fees.

The Company originates mortgages to sell on the secondary market, while retaining the servicing rights; the Company has built a servicing portfolio of approximately ~~$21.2~~$21.1 million as of ~~June~~September 30, 2016. The mortgage servicing right asset, as of ~~June~~September 30, 2016, was ~~$197,000.~~$196,000. Mortgage banking income is made up of origination and servicing fees collected from the buyer, origination points collected from the borrower and an adjustment to the fair value of the mortgage servicing rights asset. In the ~~second~~third quarter of 2016, mortgage banking income was ~~$30,000, a decrease~~$41,000, an increase of ~~$30,000,~~$11,000, or ~~50.0%~~36.7%, from the ~~second~~third quarter of 2015, due to ~~lower~~more activity.

Gains from the redemption of investment securities of ~~$128,000~~$6,000 were realized in the ~~second~~third quarter of 2016, as compared to ~~only $1,000~~$18,000 in the ~~second~~third quarter of 2015.

Less significant changes in non-interest income categories included slight changes in earnings on bank-owned life insurance, income from unconsolidated subsidiary and other miscellaneous income.

As a percentage of average assets, annualized non-interest income, exclusive of net gains on the sale of securities, was ~~0.86%~~1.10% in the ~~second~~third quarter of 2016 as compared to ~~0.95%~~0.97% in the ~~second~~third quarter of 2015. Excluding the life insurance gains, the ratios would have been 0.84% and 0.89% in the third quarters of 2016 and 2015, respectively.

Non-interest Expense:
Total non-interest expense for the ~~second~~third quarter of 2016 was ~~$4,486,000,~~$4,330,000, or ~~23.9%~~17.0% higher as compared to the ~~second~~third quarter of 2015. Expenses of ~~$314,000,~~$153,000 related to the aforementioned FNBPA acquisition were recorded in the ~~second~~third quarter of ~~2016 as compared to $48,000~~2015 but none in the ~~prior~~current year period. Excluding the merger and acquisition expenses, non-interest expense for the ~~second~~third quarter of 2016 ~~was $4,172,000, an increase of 16.8%~~increased 22.0% over the comparable ~~second~~third quarter of 2015, with most increases primarily due to costs associated with managing and operating a larger franchise. Employee compensation expense increased by ~~$265,000,~~$328,000, and employee benefits costs increased by ~~$58,000,~~$128,000, representing increases of ~~17.8%~~21.6% and ~~12.3%~~29.4%, respectively. Occupancy and equipment expense grew by ~~17.4%~~23.7% to ~~$453,000.~~$438,000. Data processing expense and professional fees increased ~~5.9%~~26.7% and ~~24.0%~~21.5%, respectively, in the ~~second~~third quarter of 2016 versus the ~~second~~third quarter of 2015. Premium expense for FDIC insurance increased by ~~25.3%~~29.7%, as a result of the increased asset size following the FNBPA transaction. In the third quarter of 2016, losses from sales and valuations of other real estate owned totaled $50,000, compared to net gains of $8,000 in the third quarter of 2015.

As a percentage of average assets, annualized non-interest expense was ~~3.15%~~3.04% in the ~~second~~third quarter of 2016 compared to ~~3.05%~~3.07% in the ~~second~~third quarter of 2015. Excluding merger and acquisition expenses, annualized non-interest expense as a percentage of average assets was ~~2.93%~~2.94% in the ~~second quarter of 2016 and 3.01% in the second~~third quarter of 2015.

Provision for income taxes:
Income tax expense in the ~~second~~third quarter of 2016 was ~~$162,000~~$150,000 as compared to the ~~$120,000~~$146,000 recorded in the ~~second~~third quarter of 2015. The Company qualifies for a federal tax credit for a low-income housing project investment, and the tax provisions for each period reflect the application of the tax credit. For the ~~second~~third quarter of 2016, the tax credit lowered the effective tax rate from ~~23.8%~~18.3% to ~~12.7%~~9.4%. In the ~~second~~third quarter of 2015, the tax credit lowered the effective tax rate from ~~23.6%~~25.1% to ~~10.7%~~12.6%.

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Comparison of the ~~Six~~Nine Months Ended ~~June~~September 30, 2016 and 2015

Operations Overview:
Net income for the ~~six~~first nine months of 2016 was ~~$2,407,000,~~$3,854,000, an increase of ~~$482,000,~~$921,000, or ~~25.0%~~31.4%, compared to the first ~~six~~nine months of 2015. As stated earlier, the increase was due primarily to growth of earning assets and revenues as a result of the acquisition of FNBPA, consummated on November 30, ~~2015.~~2015 and also includes the effect of several infrequently occurring items in both periods. Basic and diluted earnings per share were ~~$0.50~~$0.80 in the first ~~six~~nine months of 2016, representing an increase of ~~8.7%~~14.3% from the ~~$0.46~~$0.70 earned in the first ~~six~~nine months of 2015. Annualized return on average equity for the first ~~six~~nine months in ~~2015~~2016 was ~~7.87%~~8.38%, compared to ~~7.68%~~7.79% for the same period in the prior year, an increase of ~~2.5%~~7.6%. For the ~~six~~nine months ended ~~June~~September 30, annualized return on average assets was ~~0.83%~~0.89% in ~~2015,~~2016, versus ~~0.81%~~0.82% in 2015. Improvements in these three performance ratios were achieved despite the ~~significant one-time~~significantly higher merger and ~~acquisition integration~~aquisition expenses incurred in the 2016 ~~six-month period. Excluding~~nine-month period, as those ~~tax-effected~~increased costs ~~return on average assets, return on average equity~~were offset by higher gains in loan sales, securities transactions and ~~earnings per share would have been 0.92%, 8.68% and $0.55 respectively.~~life insurance.

Presented below are selected key ratios for the two periods:

Six Months Ended Nine Months Ended
June 30, September 30,
2016 2015 2016 2015
Return on average assets (annualized) 0.83 % 0.81 % 0.89 % 0.82 %
Return on average equity (annualized) 7.87 % 7.68 % 8.38 % 7.79 %
Average equity to average assets 10.60 % 10.55 % 10.67 % 10.50 %

Non-interest income, excluding securities gains, as a percentage of average assets (annualized) 0.83 % 0.90 % 0.92 % 0.93 %
Non-interest expense as a percentage of average assets (annualized) 2.99 % 3.04 % 3.01 % 3.05 %

The discussion that follows explains changes in the components of net income when comparing the first ~~six~~nine months of 2016 with the first ~~six~~nine months of 2015.

Net Interest Income:
Net interest income was ~~$9,160,000~~$13,648,000 for the first ~~six~~nine months of 2016, as compared to ~~$7,385,000~~$11,188,000 in the same period in 2015, an increase of ~~$1,774,000,~~$2,460,000, or ~~24.0%~~22.0%. Average earning assets increased by ~~$93.0~~$89.1 million, or ~~21.4%~~20.4%, and the net interest margin on a fully tax equivalent basis increased by 74 basis points.

On average, loans outstanding increased by ~~$85.1~~$81.0 million, or ~~29.0%~~27.3%, due in nearly equal parts to the acquisition of FNBPA and organic growth. Interest on loans increased ~~$1,704,000,~~$2,430,000, or ~~24.0%~~22.7%, in the first ~~six~~nine months of 2016 as compared to the same period in 2015. The higher volume of loans increased interest income by ~~$1,978,000~~$2,797,000 with an average weighted yield decrease of 1918 basis points partially offsetting the impact of the higher volume of loans by ~~$274,000.~~$367,000.

Interest earned on investment securities increased ~~$105,000~~$143,000 in the first ~~six~~nine months of 2016 as compared to 2015, with average balances increasing ~~$6.0~~$6.7 million during the period. The overall pre-tax yield on the investment securities portfolio increased during the period by 64 basis points.

Average interest-bearing liabilities increased by ~~$62.4~~$58.9 million, and average non-interest bearing deposits increased by ~~$26.7~~$25.1 million. The cost of interest bearing liabilities decreased by 84 basis points as a result of the sustained low general rate environment.

Total average earning assets during the first ~~six~~nine months of 2016 were ~~$527.6~~$526.0 million, compared to ~~$434.6~~$436.9 million during the first ~~six~~nine months of 2015, yielding ~~3.89%~~3.88% in both comparative periods. Funding costs for earning assets were 0.42% and ~~0.49%~~0.47% for the first ~~six~~nine months of 2016 and 2015, respectively. Net interest margin on a fully tax-equivalent basis for the first ~~six~~nine months of 2016 was ~~3.60%~~3.59%. For the same period in 2015, the fully-tax equivalent net interest margin was ~~3.53%~~3.55%.

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AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS
(Dollars in thousands)

Six Months Ended Six Months Ended Nine Months Ended Nine Months Ended
June 30, 2016 June 30, 2015 September 30, 2016 September 30, 2015
Average Yield/ Average Yield/ Increase (Decrease) Due To (6) Average Yield/ Average Yield/ Increase (Decrease) Due To (6)
Balance (1) Interest Rate Balance (1) Interest Rate Volume Rate Total Balance (1) Interest Rate Balance (1) Interest Rate Volume Rate Total
ASSETS
Interest earning assets:
Taxable loans (5) $ 346,616 $ 8,346 4.82 % $ 269,831 $ 6,752 5.00 % $ 1,858 $ (264 ) $ 1,594 $ 347,183 $ 12,479 4.79 % $ 272,700 $ 10,182 4.98 % $ 2,655 $ (358 ) $ 2,297
Tax-exempt loans 31,846 453 2.86 23,503 343 2.94 120 (10 ) 110 30,671 676 2.94 24,195 543 3.00 142 (9 ) 133
Total loans 378,462 8,799 4.65 293,334 7,095 4.84 1,978 (274 ) 1,704 377,854 13,155 4.64 296,895 10,725 4.82 2,797 (367 ) 2,430
Taxable investment securities 122,355 1,241 2.03 110,920 1,118 2.02 116 7 123 122,526 1,831 1.99 110,439 1,657 2.00 181 (7 ) 174
Tax-exempt investment securities 24,356 214 1.76 29,839 232 1.56 (46 ) 28 (18 ) 23,869 314 1.75 29,216 345 1.57 (68 ) 37 (31 )
Total investment securities 146,711 1,455 1.98 140,759 1,350 1.92 70 35 105 146,395 2,145 1.95 139,655 2,002 1.91 113 30 143
- - - -
Interest bearing deposits 1,095 7 1.29 475 1 0.21 1 5 6 884 10 1.51 343 1 0.43 3 6 9
Federal funds sold 1,325 3 0.46 31 - 0.03 2 1 3 902 3 0.44 21 - 0.19 3 - 3
Total interest earning assets 527,593 10,264 3.89 434,599 8,446 3.89 2,051 (233 ) 1,818 526,035 15,313 3.88 436,914 12,728 3.88 2,916 (331 ) 2,585

Other assets (7) 49,272 41,031 48,336 41,031
Total assets $ 576,865 $ 475,630 $ 574,371 $ 477,936

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Interest bearing demand deposits (2) $ 120,963 118 0.20 $ 96,635 74 0.15 21 23 44 $ 121,858 186 0.20 $ 97,323 117 0.16 33 36 69
Savings deposits 97,189 54 0.11 70,750 35 0.10 14 5 19 97,415 78 0.11 71,927 54 0.10 20 4 24
Time deposits 140,499 717 1.03 133,533 785 1.19 43 (111 ) (68 ) 139,966 1,086 1.04 130,925 1,109 1.13 72 (95 ) (23 )
Short-term and long term borrowings and other interest bearing liabilities 44,606 215 0.97 39,971 167 0.84 22 26 48 41,375 315 1.02 41,581 260 0.84 (1 ) 56 55
Total interest bearing liabilities 403,257 1,104 0.55 340,889 1,061 0.63 100 (57 ) 43 400,614 1,665 0.56 341,756 1,540 0.60 124 1 125

Non-interest bearing liabilities:
Demand deposits 106,192 79,456 106,042 80,953
Other 6,271 5,124 6,410 5,042
Stockholders' equity 61,145 50,161 61,305 50,185
Total liabilities and stockholders' equity $ 576,865 $ 475,630 $ 574,371 $ 477,936
Net interest income and net interest rate spread $ 9,160 3.34 % $ 7,385 3.26 % $ 1,951 $ (176 ) $ 1,775 $ 13,648 3.32 % $ 11,188 3.28 % $ 2,792 $ (332 ) $ 2,460
Net interest margin on interest earning assets (3) 3.47 % 3.40 % 3.46 % 3.41 %
Net interest income and net interest margin-Tax equivalent basis (4) $ 9,503 3.60 % $ 7,681 3.53 % $ 14,158 3.59 % $ 11,646 3.55 %

Notes:
1) Average balances were calculated using a daily average.
2) Includes interest-bearing demand and money market accounts.
3) Net margin on interest earning assets is net interest income divided by average interest earning assets.
4) Interest on obligations of states and municipalities is not subject to federal income tax. In order to make the net yield comparable on a fully taxable basis, a tax equivalent adjustment is applied against the tax-exempt income utilizing a federal tax rate of 34%.
5) Non-accruing loans are included in the above table until they are charged off.
6) The change in interest due to rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
(7) Includes gross unrealized gains (losses) on securities available for sale.

Provision for Loan Losses:
In the first ~~six~~nine months of 2016, the provision for loan losses was ~~$234,000,~~$366,000, as compared to a provision of ~~$162,000~~$302,000 in the first ~~six~~nine months of 2015. Management regularly reviews the adequacy of the loan loss reserve and makes assessments as to specific loan impairment, historical charge-off expectations, general economic conditions in the Bank’s market area, specific loan quality and other factors. See the earlier discussion in the Financial Condition section, explaining the information used to determine the provision.

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Non-interest Income:

Non-interest income in the first ~~six~~nine months of 2016 was ~~$2,524,000,~~$4,095,000, an increase of ~~$394,000,~~$772,000, or ~~18.5%~~23.2%, compared to ~~$2,130,000~~$3,323,000 in the first ~~six~~nine months of 2015. Most significantly impacting non-interest income in the first ~~six~~nine months of 2016 were gains from bank-owned life insurance of $364,000, gains on investment security transactions of ~~$128,000~~$134,000 and a gain on the sale of loans of ~~$113,000.~~$113,000, all infrequently occurring items. In the first ~~six~~nine months of 2015 there were no gains on loan sales and a ~~net loss~~gain of ~~$16,000~~$2,000 as a result of investment security transactions. Also, in the 2015 period, there were gains from bank-owned life insurance of $98,000. Increases in customer service fees and debit card income of ~~7.3%~~11.3% and ~~19.1%~~19.6% respectively, were primarily due to the addition of deposit accounts from the FNBPA acquisition.

~~Trust fees~~Fees for trust services increased by ~~$66,000,~~$45,000, or ~~40%~~16.7% in the ~~six~~nine month period ended ~~June~~September 30, 2016 as compared to the same period in 2015, primarily as a result of fees earned on estate settlements. Commissions from the sales of non-deposit products decreased in the first ~~half~~nine months of 2016 by ~~$70,000,~~$88,000, or ~~33.6%~~32.7%, as sales activity decreased. Fees derived from loan activity increased by ~~$31,000,~~$40,000, or ~~36.0%~~29.6%, due primarily to an increase in title insurance fees. Mortgage banking activity decreased in the first ~~six~~nine months of 2016 as compared to the same period in 2015 and resulted in a decrease in fee income of ~~$49,000,~~$38,000, or ~~43.0%~~26.4%.

As a percentage of average assets, annualized non-interest income, exclusive of net gains on the sale of securities, was ~~0.83%~~0.92% in the first ~~six~~nine months of 2016 and ~~0.90%~~0.93% in the first ~~six~~nine months of 2015.

Non-interest Expense:
Total non-interest expense was ~~$8,626,000~~$12,956,000 for the first ~~six~~nine months of 2016, ~~$1,401,000,~~$2,029,000, or ~~19.4%~~18.6%, higher than in the first ~~six~~nine months of 2015. Expenses of $372,000, related to the aforementioned FNBPA acquisition, were recorded in the first ~~half~~nine months of 2016 as compared to ~~$58,000~~$211,000 in the prior year period. Excluding the merger and acquisition expenses, non-interest expense for the first ~~half~~nine months of 2016 was ~~$8,254,000,~~$12,584,000, an increase of ~~15.2%~~17.4% over the comparable period in 2015, with most increases primarily due to costs associated with managing and operating a larger franchise. Employee compensation expense increased by ~~$454,000,~~$782,000, and employee benefits costs increased by ~~$112,000,~~$240,000, representing increases of ~~15.3%~~17.4% and ~~10.9%~~16.4%, respectively. Occupancy and equipment expense grew by ~~13.2%~~16.4%, to ~~$901,000.~~$1,399,000. Data processing expense and professional fees increased ~~11.3%~~16.5% and ~~28.5%~~26.2%, respectively, in the first ~~half~~nine months of 2016 versus the first ~~half~~nine months of 2015. Premium expense for FDIC insurance increased by ~~22.8%~~25.0%, as a result of the increased asset size following the FNBPA transaction. Amortization of intangible assets increased by ~~$38,000~~$53,000 in the first ~~six~~nine months of 2016 compared to the prior year period due to the addition of core deposit and other intangibles associated with the FNBPA acquisition. In the first nine months of 2016, losses from sales and valuations of other real estate owned totaled $56,000, compared to net gains of $13,000 in the first nine months of 2015.

Costs associated with merger and acquisition activities added $372,000 of non-interest expense to the first ~~six~~nine months of 2016, compared to ~~$58,000~~$211,000 of such expenses recorded in the same period one year ago.

As a percentage of average assets, annualized non-interest expense was ~~2.99%~~3.01% in the first ~~half~~nine months of 2016 compared to ~~3.04%~~3.05% in the first ~~half~~nine months of 2015. ~~Excluding merger~~Merger and acquisition expenses ~~annualized non-interest expense as a percentage of average assets was 2.86%~~affected these ratios in both comparative periods, by 0.09% in the ~~first half of~~ 2016 period and ~~3.01%~~by 0.06% in the ~~first half of 2015.~~2015 period.

Provision for income taxes:
Income tax expense in the first ~~six~~nine months of 2016 was ~~$417,000~~$567,000 as compared to the ~~$203,000~~$349,000 recorded in the first ~~six~~nine months of 2015. The Company qualifies for a federal tax credit for its low-income housing project investment, and the tax provisions for each period reflect the application of the tax credit. The tax credit recorded in the first ~~six~~nine months of 2016 and 2015 was ~~$286,000~~$429,000 and ~~$287,000,~~$431,000, respectively, offsetting ~~$703,000~~$996,000 in regular tax expense in the 2016 period and ~~$490,000~~$780,000 of regular tax expense in the 2015 period. For the first ~~six~~nine months of 2016, the tax credit lowered the effective tax rate from ~~24.9%~~22.5% to ~~14.8%~~12.8% as compared to the same period in 2015, in which the tax credit lowered the effective tax rate from ~~23.0%~~23.8% to ~~9.6%~~10.6%.

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Liquidity:

The objective of liquidity management is to ensure that sufficient funding is available, at a reasonable cost, to meet the ongoing operational cash needs of the Company and to take advantage of income producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, it is the primary goal of the Company to maintain a high level of liquidity in all economic environments. Principal sources of asset liquidity are provided by loans and securities maturing in one year or less, and other short-term investments, such as federal funds sold and cash and due from banks. Liability liquidity, which is more difficult to measure, can be met by attracting deposits and maintaining the core deposit base. The Company is a member of the Federal Home Loan Bank of Pittsburgh for the purpose of providing short-term liquidity when other sources are unable to fill these needs. During the first ~~six~~nine months of 2016, overnight borrowings from the Federal Home Loan Bank averaged ~~$15,226,000.~~$11,288,000. As of ~~June~~September 30, 2016, the Company had short term borrowings and long-term debt with the Federal Home Loan Bank of ~~$7,119,000~~$13,000,000 and $25,000,000, respectively, and had remaining unused borrowing capacity with the Federal Home Loan Bank of ~~$130.7~~$124.3 million.

Funding derived from securities sold under agreements to repurchase (accounted for as collateralized financing transactions) is available through corporate cash management accounts for business customers. This product gives the Company the ability to pay interest on corporate checking accounts.

In view of the sources previously mentioned, management believes that the Company's liquidity is capable of providing the funds needed to meet operational cash needs.

Off-Balance Sheet Arrangements:

The Company’s consolidated financial statements do not reflect various off-balance sheet arrangements that are made in the normal course of business, which may involve some liquidity risk, credit risk, and interest rate risk. These commitments consist mainly of loans approved but not yet funded, unused lines of credit and outstanding letters of credit. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Generally, financial and performance letters of credit have expiration dates within one year of issuance, while commercial letters of credit have longer term commitments. The credit risk involved in issuing letters of credit is essentially the same as the risks that are involved in extending loan facilities to customers. The Company generally holds collateral and/or personal guarantees supporting these commitments. The Company had ~~$2,424,000~~$2,574,000 and $2,586,000 of financial and performance letters of credit commitments outstanding as of ~~June~~September 30, 2016 and December 31, 2015, respectively. Commercial letters of credit as of ~~June~~September 30, 2016 and December 31, 2015 ~~totaled~~were $12,400,000. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees. The amount of the liability as of ~~June~~September 30, 2016 for payments under letters of credit issued was not material. Because these instruments have fixed maturity dates, and because many of them will expire without being drawn upon, they do not generally present any significant liquidity risk.

Additionally, the Company has committed to fund and sell qualifying residential mortgage loans to the Federal Home Loan Bank of Pittsburgh in the total amount of $10,000,000. As of ~~June~~September 30, 2016, ~~$7,905,000~~$7,124,000 remained to be delivered on that commitment, of which ~~$374,000~~$428,000 has been committed to borrowers.

The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources.

Interest Rate Sensitivity:

Interest rate sensitivity management is overseen by the Asset/Liability Management Committee. This process involves the development and implementation of strategies to maximize net interest margin, while minimizing the earnings risk associated with changing interest rates. Traditional gap analysis identifies the maturity and re-pricing terms of all assets and liabilities. A simulation analysis is used to assess earnings and capital at risk from movements in interest rates. See Item 3 for a description of the complete simulation process and results.

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Capital Adequacy:

Bank regulatory authorities in the United States issue risk-based capital standards. These capital standards relate a banking company’s capital to the risk profile of its assets and provide the basis by which all banking companies and banks are evaluated in terms of capital adequacy. Effective January 1, 2015, the risk-based capital rules were modified subject to a transition period for several aspects of the final rules, including the new minimum capital ratio requirements, the capital conservation buffer and the regulatory capital adjustments and deductions. The new framework is commonly called “BASEL III”. The final rules revised federal regulatory agencies’ risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with the Basel III framework. The final rules apply to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more, and top-tier savings and loan holding companies (“banking organizations”). Among other things, the rules established a new common equity tier 1 (CET1) minimum capital requirement (4.5% of risk-weighted assets) and a higher minimum tier 1 capital requirement (from 4.0% to 6.0% of risk-weighted assets), and assign higher risk weightings (150%) to exposures that are more than 90 days past due or are on nonaccrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property.

Basel III requires financial institutions to maintain: (a) a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% CET1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7.0%); (b) a minimum ratio of tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum tier 1 capital ratio of 8.5% upon full implementation); (c) a minimum ratio of total (that is, tier 1 plus tier 2) capital to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation); and (d) a minimum leverage ratio of 3.0%, calculated as the ratio of tier 1 capital balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter). In addition, the proposed rules also limit a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer”.

According to the rules, CET1 is comprised of common stock plus related surplus, net of treasury stock and other contra-equity components, retained earnings and accumulated other comprehensive income. However, certain banking institutions, including the Bank, were permitted to make a one-time election to opt out of the requirement to include most components of AOCI in CET1. This opt-out option was available only until March 31, 2015. The Bank elected to opt-out.

At ~~June~~September 30, 2016, the Bank exceeded the regulatory requirements to be considered a "well capitalized" financial institution under the new rules. ~~It’s~~The Bank’s CET1 and Tier 1 Capital ratio was ~~13.09%~~13.24%, its Total Capital ratio was ~~13.81%~~14.00% and ~~Tier~~itsTier 1 leverage was ~~8.72%~~8.80%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. The types of market risk exposures generally faced by financial institutions include equity market price risk, interest rate risk, foreign currency risk and commodity price risk. Due to the nature of its operations, only equity market price risk and interest rate risk are significant to the Company.

Equity market price risk is the risk that changes in the values of equity investments could have a material impact on the financial position or results of operations of the Company. The Company’s equity investments consist of common stocks of publicly traded financial institutions.

45

Declines and volatility in the values of financial institution stocks in the last several years have significantly reduced the likelihood of realizing significant gains in the near-term. Although the Company has realized occasional gains from this portfolio in the past, the primary objective of the portfolio is to achieve value appreciation in the long term while earning consistently attractive after-tax yields from dividends. The carrying value of the financial institutions stocks accounted for 0.4% of the Company’s total assets as of ~~June~~September 30, 2016. Management performs an impairment analysis on the entire investment portfolio, including the financial institutions stocks, on a quarterly basis. For the three and ~~six~~nine months ended ~~June~~September 30, 2016, no “other-than-temporary” impairment was identified. There is no assurance that declines in market values of the common stock portfolio in the future will not result in “other-than-temporary” impairment charges, depending upon facts and circumstances present.

The equity investments in the Company’s portfolio had an adjusted cost basis of approximately $1,719,000 and a fair value of ~~$2,090,000~~$2,172,000 at ~~June~~September 30, 2016. Net unrealized gains in this portfolio were approximately ~~$371,000~~$453,000 at ~~June~~September 30, 2016.

In addition to its equity portfolio, the Company’s investment management and trust services revenue could be impacted by fluctuations in the securities markets. A portion of the Company’s trust revenue is based on the value of the underlying investment portfolios. If securities values decline, the Company’s trust revenue could be negatively impacted.

Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Company’s liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Company’s net interest income and changes in the economic value of equity.

The primary objective of the Company’s asset-liability management process is to maximize current and future net interest income within acceptable levels of interest rate risk while satisfying liquidity and capital requirements. Management recognizes that a certain amount of interest rate risk is inherent, appropriate and necessary to ensure profitability. A simulation analysis is used to assess earnings and capital at risk from movements in interest rates. The model considers three major factors: (1) volume differences; (2) repricing differences; and (3) timing in its income simulation. As of the most recent model run, data was disseminated into appropriate repricing buckets, based upon the static position at that time. The interest-earning assets and interest-bearing liabilities were assigned a multiplier to simulate how much that particular balance sheet item would re-price when interest rates change. Finally, the estimated timing effect of rate changes is applied, and the net interest income effect is determined on a static basis (as if no other factors were present). As the table below indicates, based upon rate shock simulations on a static basis, the Company’s balance sheet is relatively rate-neutral as rates decline. Over a one-year period, the net effect of an immediate 100, 200, 300 and 400 basis point rate increase would change net interest income by ~~$268,000, $524,000, $(682,000)~~$414,000, $507,000, $184,000 and ~~$(934,000)~~$(650,000), respectively. As the table below indicates, the net effect of interest rate risk on net interest income is minimal in a rising rate environment through a ~~200~~300 basis point increase. The Company’s rate risk policies provide for maximum limits on net interest income that can be at risk for 100 through 400 basis point changes in interest rates.

Effect of Interest Rate Risk on Net Interest Income
(Dollars in thousands)

Change in Interest Rates (Basis Points) Total Change in Net Interest Income

400 $ (934)
300 (682)
200 524
100 268
0 -
(100) 120
(200) 30
(300) (88)
(400) (310)
Change in Interest Rates (Basis Points) Total Change in Net Interest Income

400 $ (650 )
300 184
200 507
100 414
0 -
(100 ) (296 )
(200 ) (635 )
(300 ) (1,138 )
(400 ) (1,653 )

The net interest income at risk position remained within the guidelines established by the Company’s asset/liability policy.
46

No material change has been noted in the Bank’s equity value at risk. Please refer to the Annual Report on Form 10-K as of December 31, 2015 for further discussion of this topic.
46

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of ~~June~~September 30, 2016, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined by the Securities Exchange Act of 1934 (“Exchange Act”), Rule 13a-15(e). Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. These controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions, regardless of how remote.

Attached as Exhibits 31 and 32 to this quarterly report are certifications of the Chief Executive Officer and the Chief Financial Officer required by Rule 13a-14(a) and rule 15d-14(a) of the Exchange Act. This portion of the Company’s quarterly report includes the information concerning the controls evaluation referred to in the certifications and should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Changes in Internal Control Over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting during the fiscal quarter ended ~~June~~September 30, 2016, that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS
In the opinion of management of the Company, there are no legal proceedings pending to which the Company or its subsidiary is a party or to which its property is subject, which, if determined adversely to the Company or its subsidiary, would be material in relation to the Company’s or its subsidiary’s financial condition. There are no proceedings pending other than ordinary routine litigation incident to the business of the Company or its subsidiary. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company or its subsidiary by government authorities.
In the opinion of management of the Company, there are no legal proceedings pending to which the Company or its subsidiary is a party or to which its property is subject, which, if determined adversely to the Company or its subsidiary, would be material in relation to the Company’s or its subsidiary’s financial condition. There are no proceedings pending other than ordinary routine litigation incident to the business of the Company or its subsidiary. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company or its subsidiary by government authorities.
Item 1A. RISK FACTORS
There have been no material changes to the risk factors that were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
~~There have been no material changes to the risk factors that were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.~~

47

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 23, 2001, the Company announced plans to buy back 100,000 (200,000 on a post-split basis) shares of its common stock. There is no expiration date to this buyback plan, but subsequent to the initial plan, the Board of Directors authorized the repurchase of 400,000 additional shares in 2005 and then authorized 200,000 additional shares in September of 2008. As of November 9, 2016, the number of shares that may yet be purchased under the program was 26,649. Transactions pursuant to the repurchase program in the three month period ended September 30, 2016 are shown in the table below:
On March 23, 2001, the Company announced plans to buy back 100,000 (200,000 on a post-split basis) shares of its common stock. There is no expiration date to this buyback plan, but subsequent to the initial plan, the Board of Directors authorized the repurchase of 400,000 additional shares in 2005 and then authorized 200,000 additional shares in September of 2008. As of August 9, 2016, the number of shares that may yet be purchased under the program was 26,649. Transactions pursuant to the repurchase program in the three month period ended June 30, 2016 are shown in the table below:

Total Number of
Shares Purchased as Maximum Number of
Total Number Average Part of Publicly Shares that May Yet Be
of Shares Price Paid Announced Plans or Purchased Under the
Period Purchased per Share Programs Plans or Programs (1)

~~April 1-30,~~July 1-31, 2016 - $ - - 26,649
~~May~~August 1-31, 2016 - - - 26,649
~~June~~September 1-30, 2016 - - - 26,649

Totals - - 26,649

No repurchase plan or program expired during the quarter. The Company has no stock repurchase plan or program that it has determined to terminate prior to expiration or under which it does not intend to make further purchases.

Certain regulatory restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends, loans or advances. At ~~June~~September 30, 2016, ~~$33,616,000~~$33,979,000 of undistributed earnings of the Bank, included in the consolidated stockholders’ equity, was available for distribution to the Company as dividends without prior regulatory approval, subject to regulatory capital requirements.

48

Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable

Item 4. MINE SAFETY DISCLOSURES
Not applicable

Item 5. OTHER INFORMATION
None

Item 6. EXHIBITS

~~3.1 - Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(I) to the Company’s Form 8-K Current Report filed with the SEC on November 12, 2015)~~
3.1 - Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(I) to the Company’s Form 8-K Current Report filed with the SEC on November 12, 2015)
3.2 – Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s report on Form 8-K filed with the SEC on December 21, 2007)
3.3 - Bylaw Amendment – (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2012)
31.1 - Rule 13a – 14(a)/15d – 14(a) Certification of President and Chief Executive Officer
31.2 - Rule 13a – 14(a)/15d – 14(a) Certification of Chief Financial Officer
32.1 - Section 1350 Certification of President and Chief Executive Officer
32.2 - Section 1350 Certification of Chief Financial Officer

~~3.2 – Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s report on Form 8-K filed with the SEC on December 21, 2007)~~
~~3.3 - Bylaw Amendment – (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2012)~~
~~31.1 - Rule 13a – 14(a)/15d – 14(a) Certification of President and Chief Executive Officer~~
~~31.2 - Rule 13a – 14(a)/15d – 14(a) Certification of Chief Financial Officer~~
~~32.1 - Section 1350 Certification of President and Chief Executive Officer~~
~~32.2 - Section 1350 Certification of Chief Financial Officer~~
~~101.LAB - XBRL Taxonomy Extension Label Linkbase~~
~~101.PRE - XBRL Taxonomy Extension Presentation Linkbase~~
~~101.INS - XBRL Instance Document~~
~~101.SCH - XBRL Taxonomy Extension Schema~~
~~101.CAL - XBRL Taxonomy Extension Calculation Linkbase~~
~~101.DEF - XBRL Taxonomy Extension Definition Linkbase~~
101.LAB - XBRL Taxonomy Extension Label Linkbase
101.PRE - XBRL Taxonomy Extension Presentation Linkbase
101.INS - XBRL Instance Document
101.SCH - XBRL Taxonomy Extension Schema
101.CAL - XBRL Taxonomy Extension Calculation Linkbase
101.DEF - XBRL Taxonomy Extension Definition Linkbase

49

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.

Juniata Valley Financial Corp.
(Registrant)

Date ~~08-09-2016~~11-09-2016 By /s/ Marcie A. Barber
Marcie A. Barber, President and Chief Executive Officer  (Principal Executive Officer)

Date ~~08-09-2016~~11-09-2016 By /s/ JoAnn N. McMinn
JoAnn N. McMinn,Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

50

	Three Months Ended June 30, 2016									Three Months Ended June 30, 2015
	Before						Net of			Before						Net of
	Tax			Tax			Tax			Tax			Tax			Tax
	Amount			Effect			Amount			Amount			Effect			Amount
Net income	$	1,277		$	(162	)	$	1,115		$	1,121		$	(120	)	$	1,001
Other comprehensive (loss) income:
Unrealized (losses) gains on available for sale securities:
Unrealized holding gains (losses) arising during the period		584			(199	)		385			(880	)		299			(581	)
Unrealized holding (losses) gains from unconsolidated subsidiary		(5	)		-			(5	)		3			-			3
Less reclassification adjustment for gains included in net income (1) (3)		(128	)		44			(84	)		(1	)		1			-
Amortization of pension net actuarial cost (2) (3)		62			(21	)		41			60			(21	)		39
Other comprehensive income (loss)		513			(176	)		337			(818	)		279			(539	)
Total comprehensive income	$	1,790		$	(338	)	$	1,452		$	303		$	159		$	462

	Six Months Ended June 30, 2016									Six Months Ended June 30, 2015									Three Months Ended September 30, 2016									Three Months Ended September 30, 2015
	Before						Net of			Before						Net of			Before						Net of			Before						Net of
	Tax			Tax			Tax			Tax			Tax			Tax			Tax			Tax			Tax			Tax			Tax			Tax
	Amount			Effect			Amount			Amount			Effect			Amount			Amount			Effect			Amount			Amount			Effect			Amount
Net income	$	2,824		$	(417	)	$	2,407		$	2,128		$	(203	)	$	1,925		$	1,597		$	(150	)	$	1,447		$	1,154		$	(146	)	$	1,008
Other comprehensive income:
Unrealized (losses) gains on available for sale securities:
Other comprehensive income (loss) :
Unrealized gains (losses) on available for sale securities:
Unrealized holding gains (losses) arising during the period		2,350			(799	)		1,551			(28	)		9			(19	)		(267	)		91			(176	)		607			(205	)		402
Unrealized holding losses from unconsolidated subsidiary																				(4	)		-			(4	)		(3	)		-			(3	)
Less reclassification adjustment for gains included in net income (1) (3)																				(6	)		2			(4	)		(18	)		6			(12	)
Amortization of pension net actuarial cost (2) (3)																				62			(21	)		41			60			(21	)		39
Other comprehensive income (loss)																				(215	)		72			(143	)		646			(220	)		426
Total comprehensive income																			$	1,382		$	(78	)	$	1,304		$	1,800		$	(366	)	$	1,434

																			Nine Months Ended September 30, 2016									Nine Months Ended September 30, 2015
																			Before						Net of			Before						Net of
																			Tax			Tax			Tax			Tax			Tax			Tax
																			Amount			Effect			Amount			Amount			Effect			Amount
Net income																			$	4,421		$	(567	)	$	3,854		$	3,282		$	(349	)	$	2,933
Other comprehensive income :
Unrealized gains (losses) on available for sale securities:
Unrealized holding gains arising during the period																				2,083			(708	)		1,375			579			(196	)		383
Unrealized holding (losses) gains from unconsolidated subsidiary		(1	)		-			(1	)		9			-			9			(5	)		-			(5	)		6			-			6
Less reclassification adjustment for (gains) losses included in net income (1) (3)		(128	)		44			(84	)		16			(5	)		11
Less reclassification adjustment for gains included in net income (1) (3)																				(134	)		46			(88	)		(2	)		1			(1	)
Amortization of pension net actuarial cost (2) (3)		124			(42	)		82			121			(42	)		79			186			(63	)		123			181			(63	)		118
Other comprehensive income		2,345			(797	)		1,548			118			(38	)		80			2,130			(725	)		1,405			764			(258	)		506
Total comprehensive income	$	5,169		$	(1,214	)	$	3,955		$	2,246		$	(241	)	$	2,005		$	6,551		$	(1,292	)	$	5,259		$	4,046		$	(607	)	$	3,439

	Number										Accumulated									Number										Accumulated
	of										Other						Total			of										Other						Total
	Shares			Common				Retained			Comprehensive			Treasury			Stockholders'			Shares			Common				Retained			Comprehensive			Treasury			Stockholders'
	Outstanding			Stock		Surplus		Earnings			Loss			Stock			Equity			Outstanding			Stock		Surplus		Earnings			Loss			Stock			Equity
Balance at January 1, 2016		4,798,086		$	4,798	$	18,352	$	39,015		$	(2,203	)	$	-		$	59,962			4,798,086		$	4,798	$	18,352	$	39,015		$	(2,203	)	$	-		$	59,962
Net income									2,407									2,407										3,854									3,854
Other comprehensive income												1,548						1,548													1,405						1,405
Cash dividends at $0.44 per share									(2,113	)								(2,113	)
Cash dividends at $0.66 per share																												(3,170	)								(3,170	)
Stock-based compensation							34											34								50											50
Purchase of treasury stock		(1,000	)												(18	)		(18	)		(1,000	)												(18	)		(18	)
Common stock issued for equity awards and stock purchase plans		6,914			7		57								-			64			6,914			7		57								-			64
Balance at June 30, 2016		4,804,000		$	4,805	$	18,443	$	39,309		$	(655	)	$	(18	)	$	61,884
Balance at September 30, 2016																					4,804,000		$	4,805	$	18,459	$	39,699		$	(798	)	$	(18	)	$	62,147

	Six Months Ended June 30,
	2016			2015
Operating activities:
Net income	$	2,407		$	1,925
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		234			162
Depreciation		296			267
Net amortization of securities premiums		378			417
Net amortization of loan origination costs		12			27
Deferred net loan origination fees		(38	)		(85	)
Amortization of core deposit intangible		60			22
Amortization of investment in low income housing partnership		239			239
Net amortization of purchase fair value adjustments		(7	)		-
Net realized (gain) loss on sales and calls of securities		(128	)		16
Net loss (gain) on sales of other real estate owned		5			(5	)
Earnings on bank owned life insurance and annuities		(177	)		(182	)
Deferred income tax (credit) expense		(5	)		72
Equity in earnings of unconsolidated subsidiary, net of dividends of $30 and $30		(72	)		(81	)
Stock-based compensation expense		34			27
Gain from sale of student loans		(113	)		-
Mortgage loans originated for sale		(706	)		(2,080	)
Proceeds from mortgage loans sold to others		903			2,182
Mortgage banking income		(65	)		(114	)
Decrease (increase) in accrued interest receivable and other assets		439			(126	)
Decrease in accrued interest payable and other liabilities		(1,850	)		(238	)
Net cash provided by operating activities		1,846			2,445
Investing activities:
Purchases of:
Securities available for sale		(18,594	)		(32,392	)
FHLB stock		-			(329	)
Premises and equipment		(385	)		(187	)
Bank owned life insurance and annuities		(29	)		(29	)
Proceeds from:
Sales of securities available for sale		4,267			18,711
Maturities of and principal repayments on securities available for sale		24,800			17,791
Redemption of FHLB stock		1,012			-
Sale of student loans		1,706			-
Sale of other real estate owned		132			227
Investment in low income housing partnership		(274	)		-
Net increase in loans		(1,208	)		(9,939	)
Net cash provided by (used in) investing activities		11,427			(6,147	)
Financing activities:
Net increase (decrease) in deposits		9,923			(2,118	)
Net (decrease) increase in short-term borrowings and securities sold under agreements to repurchase		(23,469	)		8,832
Issuance of long-term debt		10,000			-
Repayment of long-term debt		(7,500	)		-
Cash dividends		(2,113	)		(1,843	)
Purchase of treasury stock		(18	)		-
Treasury stock issued for employee stock plans		64			57
Net cash (used in) provided by financing activities		(13,113	)		4,928
Net increase in cash and cash equivalents		160			1,226
Cash and cash equivalents at beginning of year		10,458			6,767
Cash and cash equivalents at end of period	$	10,618		$	7,993
Supplemental information:
Interest paid	$	1,115		$	1,132
Income taxes paid		200			100
Supplemental schedule of noncash investing and financing activities:
Transfer of loans to other real estate owned	$	124		$	548

	Nine Months Ended September 30,
	2016			2015
Operating activities:
Net income	$	3,854		$	2,933
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		366			302
Depreciation		447			382
Net amortization of securities premiums		556			587
Net amortization of loan origination costs		31			50
Deferred net loan origination fees		(94	)		(124	)
Amortization of core deposit intangible		86			33
Amortization of investment in low income housing partnership		359			359
Net amortization of purchase fair value adjustments		(7	)		-
Net realized gain on sales and calls of securities		(134	)		(2	)
Net loss (gain) on sales and valuation of other real estate owned		56			(13	)
Earnings on bank owned life insurance and annuities		(284	)		(288	)
Deferred income tax expense		31			58
Equity in earnings of unconsolidated subsidiary, net of dividends of $42 and $42		(121	)		(129	)
Stock-based compensation expense		50			42
Gain from sale of student loans		(113	)		-
Mortgage loans originated for sale		(1,582	)		(2,616	)
Proceeds from mortgage loans sold to others		1,822			2,627
Mortgage banking income		(106	)		(144	)
Gain from life insurance proceeds		(364	)		(98	)
Decrease (increase) in accrued interest receivable and other assets		90			(121	)
Decrease in accrued interest payable and other liabilities		(813	)		(106	)
Net cash provided by operating activities		4,130			3,732
Investing activities:
Purchases of:
Securities available for sale		(36,505	)		(39,061	)
FHLB stock		-			(97	)
Premises and equipment		(482	)		(244	)
Bank owned life insurance and annuities		(50	)		(50	)
Proceeds from:
Sales of securities available for sale		4,273			18,727
Maturities of and principal repayments on securities available for sale		36,190			27,131
Redemption of FHLB stock		636			-
Sale of student loans		1,706			-
Life insurance claim		1,016			-
Sale of other real estate owned		132			256
Investment in low income housing partnership		(314	)		-
Net increase in loans		(550	)		(13,584	)
Net cash provided by (used in) investing activities		6,052			(6,922	)
Financing activities:
Net increase in deposits		6,199			3,540
Net (decrease) increase in short-term borrowings and securities sold under agreements to repurchase		(16,754	)		3,986
Issuance of long-term debt		10,000			-
Repayment of long-term debt		(7,500	)		-
Cash dividends		(3,170	)		(2,765	)
Purchase of treasury stock		(18	)		(63	)
Common stock issued for employee stock plans		64			-
Treasury stock issued for employee stock plans		-			57
Net cash (used in) provided by financing activities		(11,179	)		4,755
Net (decrease) increase in cash and cash equivalents		(997	)		1,565
Cash and cash equivalents at beginning of year		10,458			6,767
Cash and cash equivalents at end of period	$	9,461		$	8,332
Supplemental information:
Interest paid	$	1,673		$	1,611
Income taxes paid		200			100
Supplemental schedule of noncash investing and financing activities:
Transfer of loans to other real estate owned	$	289		$	571
Transfer of loans to repossessed vehicles		20			-

		Recorded 11/30/2015			Change			Recorded 06/30/2016
Purchase price assigned to FNBPA common shares exchanged for 607,815 Juniata common shares	$	10,637		$			$	10,637
Purchase price assigned to FNBPA common shares exchanged for cash		2,208						2,208
Total purchase price		12,845			-			12,845
FNBPA net assets acquired:
Tangible common equity		9,854						9,854
Adjustments to reflect assets acquired and liabilities assumed at fair value:
Total fair value adjustments		(523	)		(102	)		(625	)
Associated deferred income taxes		179			35			214
Fair value adjustment to net assets acquired, net of tax		(344	)		(67	)		(411	)
Total FNBPA net assets acquired		9,510			(67	)		9,443
Goodwill resulting from the merger	$	3,335		$	67		$	3,402

	Recorded at						Recorded at
	11/30/2015			Change			9/30/2016
Purchase price assigned to FNBPA common shares exchanged for 607,815 Juniata common shares	$	10,637		$			$	10,637
Purchase price assigned to FNBPA common shares exchanged for cash		2,208						2,208
Total purchase price		12,845			-			12,845
FNBPA net assets acquired:
Tangible common equity		9,854						9,854
Adjustments to reflect assets acquired and liabilities assumed at fair value:
Total fair value adjustments		(523	)		(102	)		(625	)
Associated deferred income taxes		179			35			214
Fair value adjustment to net assets acquired, net of tax		(344	)		(67	)		(411	)
Total FNBPA net assets acquired		9,510			(67	)		9,443
Goodwill resulting from the merger	$	3,335		$	67		$	3,402

Gross amortized cost basis at November 30, 2015	$	47,797
Market rate adjustment		(110	)
Credit fair value adjustment on pools of homogeneous loans		(73	)
Credit fair value adjustment on impaired loans		(559	)
Fair value of purchased loans at November 30, 2015	$	47,055

Contractually required principal and interest at acquisition	$	2,488
Contractual cash flows not expected to be collected (nonaccretable discount)		(1,427	)
Expected cash flows at acquisition		1,061
Interest component of expected cash flows (accretable discount)		(157	)
Fair value of acquired loans	$	904

	Years Ended December 31,
	2015		2014
Net interest income after loan loss provision	$	17,731	$	17,089
Noninterest income		4,841		4,745
Noninterest expense		17,124		18,358
Net income		4,862		3,353
Net income per common share	$	1.01	$	0.70

	6/30/2016			12/31/2015			9/30/2016			12/31/2015
Unrealized gains on available for sale securities	$	1,562		$	96		$	1,378		$	96
Unrecognized expense for defined benefit pension		(2,217	)		(2,299	)		(2,176	)		(2,299	)
Accumulated other comprehensive loss	$	(655	)	$	(2,203	)	$	(798	)	$	(2,203	)

	Three Months		Three Months
	Ended		Ended
	June 30, 2016		June 30, 2015

Net income	$	1,115	$	1,001
Weighted-average common shares outstanding		4,801		4,189
Basic earnings per share	$	0.23	$	0.24

Weighted-average common shares outstanding		4,801		4,189
Common stock equivalents due to effect of stock options		-		1
Total weighted-average common shares and equivalents		4,801		4,190
Diluted earnings per share	$	0.23	$	0.24

	Six Months		Six Months		Three Months		Three Months
	Ended		Ended		Ended		Ended
	June 30, 2016		June 30, 2015		September 30, 2016		September 30, 2015

Net income	$	2,407	$	1,925	$	1,447	$	1,008
Weighted-average common shares outstanding		4,799		4,188		4,804		4,189
Basic earnings per share	$	0.50	$	0.46	$	0.30	$	0.24

Weighted-average common shares outstanding		4,799		4,188		4,804		4,189
Common stock equivalents due to effect of stock options		-		1		1		1
Total weighted-average common shares and equivalents		4,799		4,189		4,805		4,190
Diluted earnings per share	$	0.50	$	0.46	$	0.30	$	0.24

					Nine Months		Nine Months
					Ended		Ended
					September 30, 2016		September 30, 2015

Net income					$	3,854	$	2,933
Weighted-average common shares outstanding						4,801		4,189
Basic earnings per share					$	0.80	$	0.70

Weighted-average common shares outstanding						4,801		4,189
Common stock equivalents due to effect of stock options						1		1
Total weighted-average common shares and equivalents						4,802		4,190
Diluted earnings per share					$	0.80	$	0.70

	December 31, 2015
Securities Available for Sale					Gross		Gross
	Amortized		Fair		Unrealized		Unrealized
Type and maturity	Cost		Value		Gains		Losses
Obligations of U.S. Government agencies and corporations
Within one year	$	1,000	$	1,003	$	3	$	-
After one year but within five years		24,489		24,264		19		(244	)
After five years but within ten years		7,495		7,465		7		(37	)
		32,984		32,732		29		(281	)
Obligations of state and political subdivisions
Within one year		5,756		5,771		15		-
After one year but within five years		16,070		16,151		101		(20	)
After five years but within ten years		7,204		7,282		78		-
After ten years		330		331		1		-
		29,360		29,535		195		(20	)
Mortgage-backed securities		88,159		87,741		213		(631	)
Equity securities		1,692		2,319		645		(18	)
Total	$	152,195	$	152,327	$	1,082	$	(950	)

	Unrealized Losses at June 30, 2016
																Unrealized Losses at September 30, 2016
	Less Than 12 Months					12 Months or More					Total					Less Than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses			Value		Losses			Value		Losses			Value		Losses
Obligations of U.S. Government agencies and corporations	$	2,002	$	(1	)	$	-	$	-		$	2,002	$	(1	)	$	9,478	$	(22	)	$	-	$	-		$	9,478	$	(22	)
Obligations of state and political subdivisions		-		-			997		(2	)		997		(2	)		3,238		(4	)		302		(1	)		3,540		(5	)
Mortgage-backed securities		-		-			-		-			-		-			-		-			-		-			-		-
Debt securities		2,002		(1	)		997		(2	)		2,999		(3	)		12,716		(26	)		302		(1	)		13,018		(27	)

Equity securities		145		(19	)		53		(16	)		198		(35	)		13		(1	)		30		(10	)		43		(11	)

Total temporarily impaired securities	$	2,147	$	(20	)	$	1,050	$	(18	)	$	3,197	$	(38	)	$	12,729	$	(27	)	$	332	$	(11	)	$	13,061	$	(38	)

	Unrealized Losses at December 31, 2015
	Less Than 12 Months						12 Months or More					Total
	Fair		Unrealized			��	Fair		Unrealized			Fair		Unrealized
	Value		Losses				Value		Losses			Value		Losses
Obligations of U.S. Government agencies and corporations	$	10,887	$	(102	)		$	12,814	$	(179	)	$	23,701	$	(281	)
Obligations of state and political subdivisions		7,469		(13	)			692		(7	)		8,161		(20	)
Mortgage-backed securities		57,454		(631	)			-		-			57,454		(631	)
Debt securities		75,810		(746	)			13,506		(186	)		89,316		(932	)

Equity securities		62		(3	)			75		(15	)		137		(18	)

Total temporarily impaired securities	$	75,872	$	(749	)		$	13,581	$	(201	)	$	89,453	$	(950	)

As of June 30, 2016	Pass		Special Mention		Substandard		Doubtful		Total
As of September 30, 2016											Pass		Special Mention		Substandard		Doubtful		Total

Commercial, financial and agricultural	$	32,405	$	5,002	$	1,324	$	-	$	38,731	$	32,601	$	5,077	$	975	$	-	$	38,653
Real estate - commercial		109,204		11,705		6,975		1,121		129,005		103,987		12,433		7,177		989		124,586
Real estate - construction		19,182		4,196		5,858		-		29,236		19,729		4,092		6,931		-		30,752
Real estate - mortgage		146,573		4,988		4,648		1,942		158,151		148,119		4,919		4,769		1,715		159,522
Obligations of states and political subdivisions		13,955		74				-		14,029		13,791		66		-		-		13,857
Personal		8,879		65		10		-		8,954		9,838		60		11		-		9,909
Total	$	330,198	$	26,030	$	18,815	$	3,063	$	378,106	$	328,065	$	26,647	$	19,863	$	2,704	$	377,279

As of December 31, 2015	Pass		Special Mention		Substandard		Doubtful		Total

Commercial, financial and agricultural	$	30,814	$	1,853	$	1,504	$	-	$	34,171
Real estate - commercial		106,629		16,067		3,274		1,243		127,213
Real estate - construction		16,351		7,024		3,297		-		26,672
Real estate - mortgage		152,161		6,595		4,656		1,205		164,617
Obligations of states and political subdivisions		17,069		455		-		-		17,524
Personal		6,787		56		3		-		6,846
Total	$	329,811	$	32,050	$	12,734	$	2,448	$	377,043

	As of June 30, 2016						As of December 31, 2015
Impaired loans	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial, financial and agricultural	$	604	$	608	$	-	$	475	$	475	$	-
Real estate - commercial		5,976		6,942		-		1,851		2,024		-
Acquired with credit deterioration		707		789		-		834		893		-
Real estate - construction		2,561		2,561		-		-		-		-
Real estate - mortgage		3,009		4,542		-		2,636		4,127		-
Acquired with credit deterioration		541		557		-		630		642		-
Personal		1		1		-		-		-		-

With an allowance recorded:
Real estate - mortgage	$	857	$	857	$	75	$	-	$	-	$	-

Total:
Commercial, financial and agricultural	$	604	$	608	$	-	$	475	$	475	$	-
Real estate - commercial		5,976		6,942		-		1,851		2,024		-
Acquired with credit deterioration		707		789		-		834		893		-
Real estate - construction		2,561		2,561		-		-		-		-
Real estate - mortgage		3,866		5,399		75		2,636		4,127		-
Acquired with credit deterioration		541		557		-		630		642		-
Personal		1		1
	$	14,256	$	16,856	$	75	$	6,426	$	8,161	$	-

	June 30, 2016		December 31, 2015
Nonaccrual loans:					September 30, 2016		December 31, 2015
Commercial, financial and agricultural	$	19	$	-	$	-	$	-
Real estate - commercial		1,157		1,286		1,120		1,286
Real estate - construction		-		-		-		-
Real estate - mortgage		3,642		2,402		3,838		2,402
Personal		-		-		1		-
Total	$	4,818	$	3,688	$	4,959	$	3,688

As of June 30, 2016	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans		Loans Past Due greater than 90 Days and Accruing
As of September 30, 2016															30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans		Loans Past Due greater than 90 Days and Accruing

Commercial, financial and agricultural	$	201		-		19	$	220	$	38,511	$	38,731	$	-	$	-		50		-	$	50	$	38,603	$	38,653	$	-
Real estate - commercial																28		-		989		1,017		122,919		123,936
Real estate - commercial		26		406		1,393		1,825		126,473		128,298		272														-
Acquired with credit deterioration		203		-		504		707		-		707		504		196		-		454		650		-		650		454
Real estate - construction		-		-		-		-		29,236		29,236		-		508		-		-		508		30,244		30,752		-
Real estate - mortgage																545		679		2,914		4,138		154,962		159,100		49
Real estate - mortgage		459		1,167		3,029		4,655		152,955		157,610		-														-
Acquired with credit deterioration		151		-		168		319		222		541		168		-		-		139		139		283		422		139
Obligations of states and political subdivisions		-		-		-		-		14,029		14,029		-		-		-		-		-		13,857		13,857		-
Personal		49		-		1		50		8,904		8,954		-		38		-		-		38		9,871		9,909		-
Total	$	1,089	$	1,573	$	5,114	$	7,776	$	370,330	$	378,106	$	944	$	1,315	$	729	$	4,496	$	6,540	$	370,739	$	377,279	$	642

	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Recorded Investment
As of June 30, 2016
Accruing troubled debt restructurings:
Real estate - mortgage		6	$	254	$	282	$	224

Non-accruing troubled debt restructurings:
Real estate - mortgage		1		25		25		25
		7	$	279	$	307	$	249

As of December 31, 2015
Accruing troubled debt restructurings:
Real estate - commercial		1	$	148	$	148	$	142
Real estate - mortgage		6		254		282		234

		7	$	402	$	430	$	376

	Commercial, financial and agricultural			Real estate - commercial			Real estate - construction			Real estate - mortgage			Obligations of states and political subdivisions		Personal			Total
Allowance for loan losses:
Beginning balance, April 1, 2016	$	291		$	821		$	198		$	1,184		$	-	$	60		$	2,554
Charge-offs		(4	)		(110	)		-			-			-		(11	)		(125	)
Recoveries		-			24			-			1			-		6			31
Provisions		21			67			(7	)		15			-		17			113
Ending balance, June 30, 2016	$	308		$	802		$	191		$	1,200		$	-	$	72		$	2,573

Beginning balance, January 1, 2016	$	264		$	836		$	191		$	1,140		$	-	$	47		$	2,478
Charge-offs		(4	)		(142	)		-			(18	)		-		(13	)		(177	)
Recoveries		-			24			-			1			-		13			38
Provisions		48			84			-			77			-		25			234
Ending balance, June 30, 2016	$	308		$	802		$	191		$	1,200		$	-	$	72		$	2,573

			(Level 1)		(Level 2)		(Level 3)
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Other
	September 30,		for Identical		Observable		Unobservable
	2016		Assets		Inputs		Inputs
Measured at fair value on a recurring basis:
Debt securities available-for-sale:
Obligations of U.S. Government agencies and corporations	$	36,134	$	-	$	36,134	$	-
Obligations of state and political subdivisions		25,134		-		25,134		-
Mortgage-backed securities		86,520		-		86,520		-
Equity securities available-for-sale		2,172		2,172		-		-

Measured at fair value on a non-recurring basis:
Impaired loans		2,659		-		-		2,659
Other real estate owned		109		-		-		109
Mortgage servicing rights		196		-		-		196

June 30, 2016	Fair Value Estimate		Valuation Technique	Unobservable Input	Range	Weighted Average
September 30, 2016									Fair Value Estimate		Valuation Technique	Unobservable Input	Range		Weighted Average

Impaired loans	$	2,999	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)	7% - 37%		9.3	%	$	2,659	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)		7% - 50%		8.8	%
Other real estate owned		171	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)	10% - 32%		30	%		109	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)		49%		49	%
Mortgage servicing rights		197	Multiple of annual servicing fee	Estimated pre-payment speed, based on rate and term	300% - 400%		361	%		196	Multiple of annual servicing fee	Estimated pre-payment speed, based on rate and term		300% - 400%		361	%

December 31, 2015	Fair Value Estimate		Valuation Technique	Unobservable Input	Range	Weighted Average

Impaired loans	$	2,232	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)	7% - 37%		16.1	%
Other real estate owned		150	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)	32%		32	%
Mortgage servicing rights		205	Multiple of annual servicing fee	Estimated pre-payment speed, based on rate and term	300% - 400%		364	%

	June 30, 2016					December 31, 2015
	Carrying			Fair		Carrying		Fair		September 30, 2016				December 31, 2015
	Value			Value		Value		Value		Carrying		Fair		Carrying		Fair
Financial assets:										Value		Value		Value		Value
Cash and due from banks	$	10,495		$	10,495	$	10,385	$	10,385	$	9,314	$	9,314	$	10,385	$	10,385
Interest bearing deposits with banks		123			123		73		73		147		147		73		73
Interest bearing time deposits with banks		350			350		350		350		350		350		350		350
Securities		143,889			143,889		152,327		152,327		149,960		149,960		152,327		152,327
Restricted investment in FHLB stock		2,487			2,487		3,509		3,509		2,863		2,863		3,509		3,509
Loans held for sale		-			-		1,808		1,808		-		-		1,808		1,808
Loans, net of allowance for loan losses		375,533			367,157		374,565		373,078		374,591		365,839		374,565		373,078
Mortgage servicing rights		197			197		205		205		196		196		205		205
Accrued interest receivable		1,511			1,511		1,806		1,806		1,583		1,583		1,806		1,806

Financial liabilities:
Non-interest bearing deposits		105,193			105,193		106,667		106,667		104,470		104,470		106,667		106,667
Interest bearing deposits		361,851			364,567		350,459		352,859		358,847		361,666		350,459		352,859
Securities sold under agreements to repurchase		4,469			4,469		4,996		4,996		5,303		5,303		4,996		4,996
Short-term borrowings		7,119			7,119		30,061		30,061		13,000		13,000		30,061		30,061
Long-term debt		25,000	��		25,148		22,500		22,482		25,000		25,120		22,500		22,482
Other interest bearing liabilities		1,497			1,295		1,471		1,476		1,505		1,510		1,471		1,476
Accrued interest payable		227			227		238		238		230		230		238		238

Off-balance sheet financial instruments:
Commitments to extend credit		-			-		-		-		-		-		-		-
Letters of credit		-			-		-		-		-		-		-		-

(Dollars in thousands)	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
Components of net periodic pension cost (income)
Interest cost	$	114		$	112		$	342		$	337
Expected return on plan assets		(142	)		(148	)		(426	)		(444	)
Recognized net actuarial loss		62			61			186			182
Net periodic pension cost (income)	$	34		$	25		$	102		$	75

Amortization of net actuarial loss recognized in other comprehensive income	$	(62	)	$	(61	)	$	(186	)	$	(182	)

Total recognized in net periodic pension cost and other comprehensive income	$	(28	)	$	(36	)	$	(84	)	$	(107	)

	Periods Ended June 30,						Periods Ended September 30,
	2016			2015			2016			2015
Balance of allowance - January 1	$	2,478		$	2,380		$	2,478		$	2,380
Loans charged off		(177	)		(233	)		(198	)		(330	)
Recoveries of loans previously charged off		37			6			42			9
Net charge-offs		(140	)		(227	)		(156	)		(321	)
Provision for loan losses		234			162			366			302
Balance of allowance - end of period	$	2,572		$	2,315		$	2,688		$	2,361

Ratio of net charge-offs during period to average loans outstanding		0.04	%		0.08	%		0.04	%		0.11	%

(Dollar amounts in thousands)	As of and for the			As of and for the			As of and for the			As of and for the
	six months ended			year ended			nine months ended			year ended
Non-performing loans	June 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015
Non-accrual loans	$	4,793		$	3,688		$	4,959		$	3,688
Accruing loans past due 90 days or more, exclusive of loans acquired with credit deterioration		272			2			49			2
Restructured loans in default and non-accruing		25			-
Restructured loans in default								25			-
Total	$	5,090		$	3,690		$	5,033		$	3,690

Average loans outstanding	$	378,462		$	306,128		$	377,854		$	306,128

Ratio of non-performing loans to average loans outstanding		1.34	%		1.21	%		1.33	%		1.21	%

Change in Interest Rates (Basis Points)	Total Change in Net Interest Income

400	$	(934)
300		(682)
200		524
100		268
0		-
(100)		120
(200)		30
(300)		(88)
(400)		(310)