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~~September 30, 2016~~March 31, 2017

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

For the transition period from ________________________ to _____________________________

~~Commission File~~

CommissionFile Number

000-13232

Juniata Valley Financial Corp.

(Exact name of registrant as specified in its charter)

~~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)~~

(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

xYes ¨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

xYes ¨ 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 ¨
Emerging growth company¨

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

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

¨Yesx No

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

Class		Outstanding as of ~~November~~May 9, ~~2016~~2017
Common Stock ($1.00 par value)		~~4,804,000~~4,797,086 shares

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Financial Condition as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 (Unaudited)	3

	Consolidated Statements of Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2017 and March 31, 2016 ~~and September 30, 2015~~ (Unaudited)	4

	Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ (Unaudited)	5

	Consolidated Statements of Stockholders’ Equity for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ (Unaudited)	6

	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2017 and 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	4542

Item 4.	Controls and Procedures	4743

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	4744

Item 1A.	Risk Factors	4744

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4844

Item 3.	Defaults upon Senior Securities	4945

Item 4.	Mine Safety Disclosures	4945

Item 5.	Other Information	4945

Item 6.	Exhibits	4945

	Signatures	5046

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)
	September 30,			December 31,			March 31,			December 31,
	2016			2015			2017			2016
ASSETS
Cash and due from banks	$	9,314		$	10,385		$	8,762		$	9,464
Interest bearing deposits with banks		147			73			31			95
Cash and cash equivalents		9,461			10,458			8,793			9,559

Interest bearing time deposits with banks		350			350			350			350
Securities available for sale		149,960			152,327			156,831			150,488
Restricted investment in Federal Home Loan Bank (FHLB) stock		2,863			3,509			3,452			3,610
Investment in unconsolidated subsidiary		4,668			4,553			4,734			4,703
Residential mortgage loans held for sale		-			125			119			-
Student loans held for sale		-			1,683
Total loans		377,279			377,043			383,702			378,297
Less: Allowance for loan losses		(2,688	)		(2,478	)		(2,805	)		(2,723	)
Total loans, net of allowance for loan losses		374,591			374,565			380,897			375,574
Premises and equipment, net		6,945			6,909			6,952			6,857
Other real estate owned		718			617			657			638
Bank owned life insurance and annuities		14,553			14,905			14,709			14,631
Investment in low income housing partnership		3,323			3,368			4,715			3,812
Core deposit and other intangible		281			366			245			262
Goodwill		5,448			5,381			5,448			5,448
Mortgage servicing rights		196			205			206			205
Accrued interest receivable and other assets		3,660			4,607			3,998			4,217
Total assets	$	577,017		$	583,928		$	592,106		$	580,354

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	104,470		$	106,667		$	110,342		$	104,006
Interest bearing		358,847			350,459			360,720			351,816
Total deposits		463,317			457,126			471,062			455,822

Securities sold under agreements to repurchase		5,303			4,996			3,669			4,496
Short-term borrowings		13,000			30,061			25,000			27,700
Long-term debt		25,000			22,500			25,000			25,000
Other interest bearing liabilities		1,505			1,471			1,542			1,545
Accrued interest payable and other liabilities		6,745			7,812			6,388			6,701
Total liabilities		514,870			523,966			532,661			521,264
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
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 September 30, 2016;
4,798,086 shares at December 31, 2015
4,809,650 shares at March 31, 2017;
4,805,000 shares at December 31, 2016
Outstanding -
4,804,000 shares at September 30, 2016;
4,798,086 shares at December 31, 2015		4,805			4,798
4,762,493 shares at March 31, 2017;
4,755,630 shares at December 31, 2016								4,810			4,805
Surplus		18,459			18,352			18,490			18,476
Retained earnings		39,699			39,015			40,357			39,945
Accumulated other comprehensive loss		(798	)		(2,203	)		(3,326	)		(3,209	)
Cost of common stock in Treasury:
1,000 shares at September 30, 2016		(18	)		-
47,157 shares at March 31, 2017;
49,370 shares at December 31, 2016								(886	)		(927	)
Total stockholders' equity		62,147			59,962			59,445			59,090
Total liabilities and stockholders' equity	$	577,017		$	583,928		$	592,106		$	580,354

See Notes to Consolidated Financial Statements

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Income

(~~Unaudited,~~ in thousands, except share data)

											(Unaudited)
	Three Months Ended					Nine Months Ended					Three Months Ended
	September 30,					September 30,					March 31,
	2016		2015			2016		2015			2017		2016
Interest income:
Loans, including fees	$	4,356	$	3,630		$	13,155	$	10,725		$	4,370	$	4,441
Taxable securities		590		539			1,831		1,657			683		631
Tax-exempt securities		100		113			314		345			114		112
Other interest income		3		-			13		1			7		3
Total interest income		5,049		4,282			15,313		12,728			5,174		5,187
Interest expense:
Deposits		461		386			1,350		1,280			469		439
Securities sold under agreements to repurchase		1		2			3		4			3		1
Short-term borrowings		5		15			49		36			62		42
Long-term debt		87		69			241		205			85		69
Other interest bearing liabilities		7		7			22		15			8		7
Total interest expense		561		479			1,665		1,540			627		558
Net interest income		4,488		3,803			13,648		11,188			4,547		4,629
Provision for loan losses		132		140			366		302			105		121
Net interest income after provision for loan losses		4,356		3,663			13,282		10,886			4,442		4,508
Non-interest income:
Customer service fees		471		396			1,279		1,149			433		387
Debit card fee income		264		219			769		643			270		243
Earnings on bank-owned life insurance and annuities		107		106			284		288			84		88
Trust fees		84		105			315		270			84		80
Commissions from sales of non-deposit products		43		61			181		269			47		70
Income from unconsolidated subsidiary		61		60			163		171			47		40
Fees derived from loan activity		58		49			175		135			45		53
Mortgage banking income		41		30			106		144			33		35
Net gain on sales and calls of securities		6		18			134		2
Gain on sales and calls of securities												504		-
Gain on sales of loans		-		-			113		-			-		113
Gain from life insurance proceeds		364		98			364		98
Other non-interest income		72		51			212		154			69		70
Total non-interest income		1,571		1,193			4,095		3,323			1,616		1,179
Non-interest expense:
Employee compensation expense		1,848		1,520			5,266		4,484			1,739		1,663
Employee benefits		564		436			1,699		1,459			654		604
Occupancy		278		241			847		776			295		283
Equipment		160		113			492		374			155		165
Data processing expense		493		389			1,358		1,166			417		452
Director compensation		59		46			176		149			60		58
Professional fees		130		107			405		321			142		151
Taxes, other than income		107		92			319		273			134		94
FDIC Insurance premiums		96		74			295		236			91		105
Loss (gain) on sales and valuation of other real estate owned		50		(8	)		56		(13	)
Loss on sales of other real estate owned												13		3
Amortization of intangibles		26		11			86		33			17		31
Amortization of investment in low-income housing partnership		120		120			359		359			120		120
Merger and acquisition expense		-		153			372		211			-		58
Other non-interest expense		399		408			1,226		1,099			432		353
Total non-interest expense		4,330		3,702			12,956		10,927			4,269		4,140
Income before income taxes		1,597		1,154			4,421		3,282			1,789		1,547
Income tax provision		150		146			567		349			330		255
Net income	$	1,447	$	1,008		$	3,854	$	2,933		$	1,459	$	1,292
Earnings per share
Basic	$	0.30	$	0.24		$	0.80	$	0.70		$	0.31	$	0.27
Diluted	$	0.30	$	0.24		$	0.80	$	0.70		$	0.31	$	0.27
Cash dividends declared per share	$	0.22	$	0.22		$	0.66	$	0.66		$	0.22	$	0.22
Weighted average basic shares outstanding		4,804,000		4,189,350			4,800,804		4,188,631			4,756,517		4,797,866
Weighted average diluted shares outstanding		4,805,177		4,190,444			4,801,521		4,189,668			4,762,090		4,798,227

See Notes to Consolidated Financial Statements

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Comprehensive Income

(Unaudited, in thousands)

Three Months Ended September 30, 2016 Three 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 $ 1,597 $ (150 ) $ 1,447 $ 1,154 $ (146 ) $ 1,008
Other comprehensive income (loss) :
Unrealized gains (losses)  on available for sale securities:
Unrealized holding gains (losses)  arising during the period (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 (5 ) - (5 ) 6 - 6
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) 186 (63 ) 123 181 (63 ) 118
Other comprehensive income 2,130 (725 ) 1,405 764 (258 ) 506
Total comprehensive income $ 6,551 $ (1,292 ) $ 5,259 $ 4,046 $ (607 ) $ 3,439
Three Months Ended March 31, 2017 Three Months Ended March 31, 2016
Before Net of Before Net of
Tax Tax Tax Tax Tax Tax
Amount Effect Amount Amount Effect Amount
Net income $ 1,789 $ (330 ) $ 1,459 $ 1,547 $ (255 ) $ 1,292
Other comprehensive income:
Unrealized gains on available for sale securities:
Unrealized holding gains arising during the period 258 (88 ) 170 1,766 (600 ) 1,166
Unrealized holding gains from unconsolidated subsidiary 9 - 9 4 - 4
Less reclassification adjustment for gains included in net income (1) (3) (504 ) 171 (333 ) - - -
Amortization of pension net actuarial cost (2) (3) 56 (19 ) 37 62 (21 ) 41
Other comprehensive (loss) income (181 ) 64 (117 ) 1,832 (621 ) 1,211
Total comprehensive income $ 1,608 $ (266 ) $ 1,342 $ 3,379 $ (876 ) $ 2,503

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
Consolidated Statements of Stockholders' Equity
(Unaudited, in thousands, except share data)
~~Nine~~Three Months Ended ~~September 30, 2016~~
March 31, 2017

Number Accumulated
of Other Total
Shares Common Retained Comprehensive Treasury Stockholders'
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
Net income 3,854 3,854
Other comprehensive income 1,405 1,405
Cash dividends at $0.66 per share (3,170 ) (3,170 )
Stock-based compensation 50 50
Purchase of treasury stock (1,000 ) (18 ) (18 )
Common stock issued for equity awards and stock purchase plans 6,914 7 57 - 64
Balance at September 30, 2016 4,804,000 $ 4,805 $ 18,459 $ 39,699 $ (798 ) $ (18 ) $ 62,147
Number Accumulated
of Other Total
Shares Common Retained Comprehensive Treasury Stockholders'
Outstanding Stock Surplus Earnings Loss Stock Equity
Balance at January 1, 2017 4,755,630 $ 4,805 $ 18,476 $ 39,945 $ (3,209 ) $ (927 ) $ 59,090
Net income 1,459 1,459
Other comprehensive loss (117 ) (117 )
Cash dividends at $0.22 per share (1,047 ) (1,047 )
Stock-based compensation 21 21
Treasury stock issued for stock plans 2,213 (2 ) 41 39
Common stock issued for stock plans 4,650 5 (5 ) - -
Balance at March 31, 2017 4,762,493 $ 4,810 $ 18,490 $ 40,357 $ (3,326 ) $ (886 ) $ 59,445

Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Stockholders' Equity
(Unaudited, in thousands, except share data)
~~Nine~~Three Months Ended ~~September 30, 2015~~
March 31, 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, 2015 4,187,441 $ 4,746 $ 18,409 $ 39,644 $ (2,197 ) $ (10,746 ) $ 49,856
Balance at January 1, 2016 4,798,086 $ 4,798 $ 18,352 $ 39,015 $ (2,203 ) $ - $ 59,962
Net income 2,933 2,933 1,292 1,292
Other comprehensive income 506 506 1,211 1,211
Cash dividends at $0.66 per share (2,765 ) (2,765 )
Cash dividends at $0.22 per share (1,056 ) (1,056 )
Stock-based compensation 42 42 16 16
Purchase of treasury stock (3,504 ) (63 ) (63 ) (1,000 ) (18 ) (18 )
Treasury stock issued for stock option and stock purchase plans 3,242 (6 ) 63 57
Balance at September 30, 2015 4,187,179 $ 4,746 $ 18,445 $ 39,812 $ (1,691 ) $ (10,746 ) $ 50,566
Balance at March 31, 2016 4,797,086 $ 4,798 $ 18,368 $ 39,251 $ (992 ) $ (18 ) $ 61,407

See Notes to Consolidated Financial Statements

6

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

Nine Months Ended September 30, Three Months Ended March 31,
2016 2015 2017 2016
Operating activities:
Net income $ 3,854 $ 2,933 $ 1,459 $ 1,292
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 366 302 105 121
Depreciation 447 382 156 147
Net amortization of securities premiums 556 587 156 193
Net amortization of loan origination costs 31 50
Deferred net loan origination fees (94 ) (124 )
Net amortization of loan origination fees (costs) 15 (11 )
Deferred net loan origination (costs) fees (103 ) 12
Amortization of core deposit intangible 86 33 17 31
Amortization of investment in low income housing partnership 359 359 120 120
Net amortization of purchase fair value adjustments (7 ) - (13 ) 1
Net realized gain on sales and calls of securities (134 ) (2 ) (504 ) -
Net loss (gain) on sales and valuation of other real estate owned 56 (13 )
Net loss on sales and valuation of other real estate owned 13 3
Earnings on bank owned life insurance and annuities (284 ) (288 ) (84 ) (88 )
Deferred income tax expense 31 58
Equity in earnings of unconsolidated subsidiary, net of dividends of $42 and $42 (121 ) (129 )
Deferred income tax (credit) expense (4 ) 4
Equity in earnings of unconsolidated subsidiary, net of dividends of $24 and $18 (23 ) (22 )
Stock-based compensation expense 50 42 21 16
Gain from sale of student loans (113 ) - - (113 )
Mortgage loans originated for sale (1,582 ) (2,616 ) (450 ) (321 )
Proceeds from mortgage loans sold to others 1,822 2,627 363 484
Mortgage banking income (106 ) (144 ) (33 ) (35 )
Gain from life insurance proceeds (364 ) (98 )
Decrease (increase) in accrued interest receivable and other assets 90 (121 )
Decrease in accrued interest receivable and other assets 268 137
Decrease in accrued interest payable and other liabilities (813 ) (106 ) (246 ) (533 )
Net cash provided by operating activities 4,130 3,732 1,233 1,438
Investing activities:
Purchases of:
Securities available for sale (36,505 ) (39,061 ) (15,814 ) (3,051 )
FHLB stock - (97 )
Premises and equipment (482 ) (244 ) (251 ) (346 )
Bank owned life insurance and annuities (50 ) (50 ) (7 ) (12 )
Proceeds from:
Sales of securities available for sale 4,273 18,727 6,578 -
Maturities of and principal repayments on securities available for sale 36,190 27,131 2,994 10,017
Redemption of FHLB stock 636 - 158 398
Sale of student loans 1,706 - - 1,706
Life insurance claim 1,016 -
Sale of other real estate owned 132 256 339 33
Sale of other assets 20 -
Investment in low income housing partnership (314 ) - (1,023 ) -
Net increase in loans (550 ) (13,584 ) (5,696 ) (1,547 )
Net cash provided by (used in) investing activities 6,052 (6,922 )
Net cash (used in) provided by investing activities (12,702 ) 7,198
Financing activities:
Net increase in deposits 6,199 3,540 15,238 9,109
Net (decrease) increase in short-term borrowings and securities sold under agreements to repurchase (16,754 ) 3,986
Net decrease in short-term borrowings and securities sold under agreements to repurchase (3,527 ) (27,551 )
Issuance of long-term debt 10,000 - - 10,000
Repayment of long-term debt (7,500 ) -
Cash dividends (3,170 ) (2,765 ) (1,047 ) (1,056 )
Purchase of treasury stock (18 ) (63 ) - (18 )
Common stock issued for employee stock plans 64 - 39 -
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
Net cash provided by (used in) financing activities 10,703 (9,516 )
Net decrease in cash and cash equivalents (766 ) (880 )
Cash and cash equivalents at beginning of year 10,458 6,767 9,559 10,458
Cash and cash equivalents at end of period $ 9,461 $ 8,332 $ 8,793 $ 9,578
Supplemental information:
Interest paid $ 1,673 $ 1,611 $ 676 $ 561
Income taxes paid 200 100 - -
Supplemental schedule of noncash investing and financing activities:
Transfer of loans to other real estate owned $ 289 $ 571 $ 371 $ 124
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 nine~~ month ~~periods~~period ended ~~September 30, 2016~~March 31, 2017 are not necessarily indicative of the results for the year ending December 31, ~~2016.~~2017. 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.~~2016.

The Company has evaluated events and transactions occurring subsequent to the consolidated statement of financial condition date of ~~September 30, 2016~~March 31, 2017 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 ~~2016-02~~,~~Leases~~2017-08, Premium Amortization on Purchased Callable Debt Securities
Issued:~~February 2016~~March 2017

Summary:ASU 2017-08 shortens the amortization period for premiums on purchased callable debt securities to the earliest call date, rather than amortizing over the full contractual term. The ~~new standard establishes~~ASU does not change the accounting for securities held at 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.discount.

Effective Date:The ~~new standard is~~amendments are effective for public business entities for fiscal years beginning after December 15, ~~2018, including~~2019. This Update will have no impact on the Company’s consolidated financial position and results of operations.
Accounting Standards Update 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
Issued:March 2017
Summary:ASU 2017-07 requires that an employer disaggregate the service cost component from the other components of net benefit cost.
Effective Date:The amendments are effective for public business entities for fiscal years beginning after December 15, 2017. This Update will have no impact on the Company’s consolidated financial position and results of operations.
Accounting Standards Update 2017-04, Simplifying the Test for Goodwill Impairment
Issued:January 2017
Summary:ASU 2017-04 eliminates Step 2 of the goodwill impairment test.
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Effective Date:The amendments are effective for public business entities for fiscal years beginning after December 15, 2019. This Update will have no impact on the Company’s 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. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into~~years, beginning 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~~December 15, 2017. This Update will have no impact on ~~its~~the Company’s 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:ASU 2016-13 requires credit losses on most financial assets to be 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.

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. While the Company’s senior management is currently in the process of evaluating the impact of the amended guidance on its consolidated financial statements, it currently expects the ALLL to increase upon adoption given that the allowance will be required to cover the full remaining expected life of the portfolio, rather than the incurred loss model under current U.S. GAAP. The extent of this increase is still being evaluated and will depend on economic conditions and the composition of the Company’s loan portfolio at the time of adoption. In preparation, the Company has partnered with a software provider specializing in ALLL analysis and is assessing the sufficiency of data currently available through its core database.
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 has determined that the provisions of ASU 2016-02 will result in an increase in assets to recognize the present value of the lease obligations with a corresponding increase in liabilities, however, the Company does not expect this new standard to have a material impact on the Company’s financial position, results of operations or cash flows, as the Company has only operating lease obligations, which are minimal.
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Accounting Standards Update 2016-01,Measurement of Financial Instruments
Issued:January 2016
Summary: The amendments in this Update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this Update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition the amendments in this Update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities.
Effective Date: For public entities, the amendments in the Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company currently holds a small portfolio of equity investments for which the fair value fluctuates with market activity. Had ASU 2016-01 become effective on March 31, 2017, the cumulative effect adjustment to income before tax would have been $251,000 (see Note 5). The cumulative adjustment that will be recognized upon adoption of the amendments in this update in the first quarter of 2018 will be dependent upon the size of the equity portfolio and the market values at that time.
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 to 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.The Company is ~~currently~~ evaluating the ~~impact~~effects this Update will have on ~~its~~the Company’s consolidated financial ~~position and~~condition or results of operations.

Accounting Standards Update ~~2016-15, Classification~~2015-14, Revenue from Contracts with Customers (Topic 606):
Deferral of ~~Certain Cash Receipts and Cash Payments~~the Effective Date

Issued:August ~~2016~~2015

Summary:ASU ~~2016-15 clarifies how certain cash receipts and cash payments are presented and classified in~~2015-14 defers the ~~statement~~effective date of ~~cash flows. The amendments are intended to reduce diversity in practice.~~
~~Effective Date:~~~~The amendments are effective~~the new revenue recognition standard by one year. As such, it now takes effect for public ~~business~~ entities ~~for fiscal years, and interim periods within those~~in fiscal years beginning after December 15, 2017. ~~This Update will~~All other entities have noan additional year. However, early adoption is permitted for any entity that chooses to adopt the new standard as of the original effective date. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that year. Because the amended guidance does not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other U.S. GAAP, the Company’s preliminary analysis suggests that the adoption of this amended guidance is not expected to have a material impact on its consolidated financial ~~position~~statements, although the Company will also be subject to expanded disclosure requirements upon adoption and the Company’s recognition processes for wealth and asset management revenue, banking revenue and card and processing revenue may be affected. However, there are certain areas of the amended guidance, such as credit card interchange fees programs, which are subject to interpretation and for which the Company has not made final conclusions regarding the applicability and the related impact, if any, on the consolidated financial statements. Accordingly, the results of ~~operations.~~the Company’s materiality analysis, as well as its selected adoption method, may change as these conclusions are reached.
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3. ~~Business Combination~~Merger

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 ~~balance~~balances 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.
The allocation of the purchase price is as follows, in thousands of dollars:
Purchase price assigned to FNBPA common shares $ 10,637
exchanged for 607,815 Juniata common shares
Purchase price assigned to FNBPA common shares exchanged for cash 2,208
Total purchase price 12,845
FNBPA net assets acquired:
Tangible common equity 9,854
Adjustments to reflect assets acquired and liabilities assumed at fair value:
Total fair value adjustments (523 )
Associated deferred income taxes 179
Fair value adjustment to net assets acquired, net of tax (344 )
Total FNBPA net assets acquired 9,510
Goodwill resulting from the merger $ 3,335
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed, in thousands of dollars.
Total purchase price $ 12,845

Net assets acquired
Cash and cash equivalents 3,452
Interest-bearing time deposits 350
Investment securities 35,458
Loans 47,055
Premises and equipment 419
Accrued interest receivable 550
Core deposit and other intangibles 343
Other real estate owned 114
Other assets 763
Deposits (77,665 )
Accrued interest payable (13 )
Other liabilities (1,316 )
9,510
Goodwill $ 3,335
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As of November 30, 2015, the merger date, goodwill was recorded at $3,335,000. 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 nine months of~~ 2016, ~~Juniata identified~~such information became available and goodwill was adjusted by $67,000, to $3,402,000, to reflect the 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:~~two assets.
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
11/30/2015 Change 9/30/2016
Total purchase price $ 12,845 $ $ 12,845
-
Net assets acquired -
Cash and cash equivalents �� 3,802 3,802
Investment securities 35,458 35,458
Loans 47,055 47,055
Premises and equipment 419 419
Accrued interest receivable 550 (111 ) 439
Core deposit and other intangibles 343 343
Other real estate owned 114 44 158
Other assets 763 763
Deposits (77,665 ) (77,665 )
Accrued interest payable (13 ) (13 )
Other liabilities (1,316 ) (1,316 )
9,510 (67 ) 9,443
Goodwill $ 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
Years Ended December 31,
2015 2014
Consolidated net interest income after loan loss provision $ 17,731 $ 17,089
Consolidated noninterest income 4,841 4,745
Consolidated noninterest expense 17,124 18,358
Consolidated net income 4,862 3,353
Consolidated 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):

9/30/2016 12/31/2015
Unrealized gains on available for sale securities $ 1,378 $ 96
Unrecognized expense for defined benefit pension (2,176 ) (2,299 )
Accumulated other comprehensive loss $ (798 ) $ (2,203 )
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3/31/2017 12/31/2016
Unrealized gains (losses) on available for sale securities $ (1,021 ) $ (866 )
Unrecognized expense for defined benefit pension (2,305 ) (2,343 )
Accumulated other comprehensive loss $ (3,326 ) $ (3,209 )

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)~~
(Amounts, except earnings per share, in thousands)
Three Months Three Months
Ended Ended
March 31, 2017 March 31, 2016

Net income $ 1,459 $ 1,292
Weighted-average common shares outstanding 4,757 4,798
Basic earnings per share $ 0.31 $ 0.27

Weighted-average common shares outstanding 4,757 4,798
Common stock equivalents due to effect of stock options 5 -
Total weighted-average common shares and equivalents 4,762 4,798
Diluted earnings per share $ 0.31 $ 0.27

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

Net income $ 1,447 $ 1,008
Weighted-average common shares outstanding 4,804 4,189
Basic earnings per share $ 0.30 $ 0.24

Weighted-average common shares outstanding 4,804 4,189
Common stock equivalents due to effect of stock options 1 1
Total weighted-average common shares and equivalents 4,805 4,190
Diluted earnings per share $ 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
6. Securities
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6. ~~Securities~~

The Company’s investment portfolio includes primarily bonds issued by U.S. Government sponsored agencies (approximately ~~24%)~~23% of the investment portfolio), mortgage-backed securities issued by Government-sponsored agencies and backed by residential mortgages (approximately ~~58%~~59%) and municipal bonds (approximately 17%) as of ~~September 30, 2016.~~March 31, 2017. 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 ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, 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.

September 30, 2016
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 $ - $ - $ - $ -
After one year but within five years 17,495 17,579 87 (3 )
After five years but within ten years 18,559 18,555 15 (19 )
36,054 36,134 102 (22 )
Obligations of state and political subdivisions
Within one year 3,038 3,041 3 -
After one year but within five years 13,242 13,407 168 (3 )
After five years but within ten years 8,573 8,686 115 (2 )
After ten years - - - -
24,853 25,134 286 (5 )
Mortgage-backed securities 85,253 86,520 1,267 -
Equity securities 1,719 2,172 464 (11 )
Total $ 147,879 $ 149,960 $ 2,119 $ (38 )
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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 )
March 31, 2017
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 $ - $ - $ - $ -
After one year but within five years 19,496 19,393 12 (115 )
After five years but within ten years 16,998 16,484 - (514 )
36,494 35,877 12 (629 )
Obligations of state and political subdivisions
Within one year 2,814 2,816 2 -
After one year but within five years 13,240 13,295 70 (15 )
After five years but within ten years 10,920 10,674 27 (273 )
After ten years - - - -
26,974 26,785 99 (288 )
Mortgage-backed securities 93,916 92,921 121 (1,116 )
Equity securities 997 1,248 252 (1 )
Total $ 158,381 $ 156,831 $ 484 $ (2,034 )
December 31, 2016
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 $ - $ - $ - $ -
After one year but within five years 19,495 19,331 13 (177 )
After five years but within ten years 17,000 16,468 - (532 )
36,495 35,799 13 (709 )
Obligations of state and political subdivisions
Within one year 2,819 2,820 2 (1 )
After one year but within five years 13,268 13,240 39 (67 )
After five years but within ten years 10,923 10,599 16 (340 )
After ten years - - - -
27,010 26,659 57 (408 )
Mortgage-backed securities 86,670 85,702 114 (1,082 )
Equity securities 1,615 2,328 713 -
Total $ 151,790 $ 150,488 $ 897 $ (2,199 )

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 ~~$38,952,000~~$36,723,000 and ~~$45,101,000~~$36,638,000 at ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, 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.

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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 Nine Months Ended Three Months Ended
September 30, September 30, March 31,
2016 2015 2016 2015 2017 2016
Gross proceeds from sales of securities $ - $ - $ 4,273 $ 18,727 $ 6,578 $ -
Securities available for sale:
Gross realized gains from sold and called securities $ 6 $ - $ 49 $ 54 $ 506 $ -
Gross realized losses from sold and called securities - - (15 ) (70 ) (2 ) -
Gross gains from business combinations - 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 ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 (in thousands):

Unrealized Losses at September 30, 2016 Unrealized Losses at March 31, 2017
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 $ 9,478 $ (22 ) $ - $ - $ 9,478 $ (22 ) $ 34,863 $ (629 ) $ - $ - $ 34,863 $ (629 )
Obligations of state and political subdivisions 3,238 (4 ) 302 (1 ) 3,540 (5 ) 13,359 (287 ) 301 (1 ) 13,660 (288 )
Mortgage-backed securities - - - - - - 79,932 (1,116 ) - - 79,932 (1,116 )
Debt securities 12,716 (26 ) 302 (1 ) 13,018 (27 ) 128,154 (2,032 ) 301 (1 ) 128,455 (2,033 )

Equity securities 13 (1 ) 30 (10 ) 43 (11 ) 4 (1 ) - - 4 (1 )

Total temporarily impaired securities $ 12,729 $ (27 ) $ 332 $ (11 ) $ 13,061 $ (38 ) $ 128,158 $ (2,033 ) $ 301 $ (1 ) $ 128,459 $ (2,034 )

1415

Unrealized Losses at December 31, 2015 Unrealized Losses at December 31, 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 $ 10,887 $ (102 ) $ 12,814 $ (179 ) $ 23,701 $ (281 ) $ 32,783 $ (709 ) $ - $ - $ 32,783 $ (709 )
Obligations of state and political subdivisions 7,469 (13 ) 692 (7 ) 8,161 (20 ) 17,437 (406 ) 300 (2 ) 17,737 (408 )
Mortgage-backed securities 57,454 (631 ) - - 57,454 (631 ) 68,989 (1,082 ) - - 68,989 (1,082 )
Debt securities 75,810 (746 ) 13,506 (186 ) 89,316 (932 ) 119,209 (2,197 ) 300 (2 ) 119,509 (2,199 )

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

Total temporarily impaired securities $ 75,872 $ (749 ) $ 13,581 $ (201 ) $ 89,453 $ (950 ) $ 119,209 $ (2,197 ) $ 300 $ (2 ) $ 119,509 $ (2,199 )

At ~~September 30, 2016, six~~March 31, 2017, 22 U.S. Government agency ~~security~~and corporations securities had an unrealized losses that, in the aggregate, ~~totaled less than 0.01%~~did not exceed 1.0% of amortized cost. None of these securities have been in a continuous loss position for 12 months or more.

At ~~September 30, 2016, 10~~March 31, 2017, 23 obligations of state and political subdivisions had unrealized losses that, in the aggregate, ~~totaled less than 0.01%~~did not exceed 1.0% of amortized cost. One of these securities has been in a continuous loss position for 12 months or more.
At March 31, 2017, 38mortgage-backed securities had an unrealized loss that did not exceed 1.0% of amortized cost. None 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 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~~no equity securities that were in an unrealized loss position for 12 months or more as of ~~September 30, 2016. Individually and collectively, these four equity securities have insignificant unrealized losses.~~March 31, 2017. Management has identified no other-than-temporary impairment as of, or for the periods ended ~~September 30,~~March 31, 2017, March 31, 2016 ~~September 30, 2015~~ and December 31, ~~2015,~~2016, 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.

1516

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.

16
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
17
· 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 ~~September 30, 2016~~March 31, 2017 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.

1718

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.
19

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.
20

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 ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 (in thousands):

As of September 30, 2016 Pass Special
Mention Substandard Doubtful Total
As of March 31, 2017 Pass Special
Mention Substandard Doubtful Total

Commercial, financial and agricultural $ 32,601 $ 5,077 $ 975 $ - $ 38,653 $ 39,305 $ 5,231 $ 984 $ 19 $ 45,539
Real estate - commercial 103,987 12,433 7,177 989 124,586 111,728 20,419 6,424 989 139,560
Real estate - construction 19,729 4,092 6,931 - 30,752 13,730 246 6,319 - 20,295
Real estate - mortgage 148,119 4,919 4,769 1,715 159,522 141,238 4,128 3,818 1,563 150,747
Obligations of states and political subdivisions 13,791 66 - - 13,857 16,563 1,085 - - 17,648
Personal 9,838 60 11 - 9,909 9,857 47 9 - 9,913
Total $ 328,065 $ 26,647 $ 19,863 $ 2,704 $ 377,279 $ 332,421 $ 31,156 $ 17,554 $ 2,571 $ 383,702

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
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.
As of December 31, 2016 Pass Special
Mention Substandard Doubtful Total

Commercial, financial and agricultural $ 34,510 $ 5,104 $ 1,213 $ - $ 40,827
Real estate - commercial 100,153 15,843 6,726 989 123,711
Real estate - construction 24,702 4,044 6,460 - 35,206
Real estate - mortgage 144,353 4,426 4,496 1,630 154,905
Obligations of states and political subdivisions 12,431 1,185 - - 13,616
Personal 9,970 52 10 - 10,032
Total $ 326,119 $ 30,654 $ 18,905 $ 2,619 $ 378,297

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 ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 (in thousands):
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 $ -

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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
As of March 31, 2017 As of December 31, 2016
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 $ 426 $ 430 $ - $ 436 $ 439 $ -
Real estate - commercial 4,810 5,550 - 5,499 6,475 -
Acquired with credit deterioration 215 263 - 641 730 -
Real estate - construction 2,455 2,455 - 2,455 2,455 -
Real estate - mortgage 2,845 4,374 - 3,345 5,020 -
Acquired with credit deterioration 367 396 - 415 440 -
With an allowance recorded:
Commercial financial and agricultural $ 19 $ 19 $ 11 $ - $ - $ -
Real estate - commercial 919 1,145 30 - - -
Real estate - mortgage 676 676 66 712 712 56
Total:
Commercial, financial and agricultural $ 445 $ 449 $ 11 $ 436 $ 439 $ -
Real estate - commercial 5,729 6,695 30 5,499 6,475 -
Acquired with credit deterioration 215 263 - 641 730 -
Real estate - construction 2,455 2,455 - 2,455 2,455 -
Real estate - mortgage 3,521 5,050 66 4,057 5,732 56
Acquired with credit deterioration 367 396 - 415 440 -
$ 12,732 $ 15,308 $ 107 $ 13,503 $ 16,271 $ 56

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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
Three Months Ended March 31, 2017 Three Months Ended March 31, 2016
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 $ 431 $ 7 $ - $ 247 $ - $ -
Real estate - commercial 5,155 75 - 1,834 9 -
Acquired with credit deterioration 428 - 827 - -
Real estate - construction 2,455 34 - - - -
Real estate - mortgage 3,095 5 7 2,420 4 6
Acquired with credit deterioration 391 - - 627 - -
With an allowance recorded:
Commercial financial and agricultural $ 10 $ - $ - $ - $ - $ -
Real estate - commercial 460 - - - - -
Real estate - mortgage 694 - - 165 - -
Total:
Commercial, financial and agricultural $ 441 $ 7 $ - $ 247 $ - $ -
Real estate - commercial 5,615 75 - 1,834 9 -
Acquired with credit deterioration 428 - - 827 - -
Real estate - construction 2,455 34 - - - -
Real estate - mortgage 3,789 5 7 2,585 4 6
Acquired with credit deterioration 391 - - 627 - -
$ 13,119 $ 121 $ 7 $ 6,120 $ 13 $ 6

The following table presents nonaccrual loans by classes of the loan portfolio as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 (in thousands):

March 31, 2017 December 31, 2016
Nonaccrual loans: September 30, 2016 December 31, 2015
Commercial, financial and agricultural $ - $ -
Real estate - commercial 1,120 1,286 $ 1,013 $ 1,016
Real estate - construction - -
Real estate - mortgage 3,838 2,402 3,187 3,717
Personal 1 - 2 -
Total $ 4,959 $ 3,688 $ 4,202 $ 4,733

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 ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 (in thousands):
As of March 31, 2017 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 $ - 38 - $ 38 $ 45,501 $ 45,539 $ -
Real estate - commercial -
Real estate - commercial 706 - - 706 138,639 139,345 -
Acquired with credit deterioration 182 - 33 215 - 215 33
Real estate - construction 515 66 - 581 19,714 20,295 -
Real estate - mortgage -
Real estate - mortgage 734 96 - 830 149,550 150,380 -
Acquired with credit deterioration - - 137 137 230 367 137
Obligations of states and political subdivisions - - - - 17,648 17,648 -
Personal 44 11 - 55 9,858 9,913 -
Total $ 2,181 $ 211 $ 170 $ 2,562 $ 381,140 $ 383,702 $ 170

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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 $ - 50 - $ 50 $ 38,603 $ 38,653 $ -
Real estate - commercial 28 - 989 1,017 122,919 123,936
Real estate - commercial -
Acquired with credit deterioration 196 - 454 650 - 650 454
Real estate - construction 508 - - 508 30,244 30,752 -
Real estate - mortgage 545 679 2,914 4,138 154,962 159,100 49
Real estate - mortgage -
Acquired with credit deterioration - - 139 139 283 422 139
Obligations of states and political subdivisions - - - - 13,857 13,857 -
Personal 38 - - 38 9,871 9,909 -
Total $ 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

Commercial, financial and agricultural $ 92 - - $ 92 $ 34,079 $ 34,171 $ -
Real estate - commercial
Real estate - commercial 112 124 1,243 1,479 124,900 126,379 -
Acquired with credit deterioration - 175 443 618 216 834 443
Real estate - construction - - - - 26,672 26,672 -
Real estate - mortgage
Real estate - mortgage 1,038 761 1,669 3,468 160,519 163,987 -
Acquired with credit deterioration - 61 119 180 450 630 119
Obligations of states and political subdivisions - - - - 17,524 17,524 -
Personal 56 48 2 106 6,740 6,846 2
Total $ 1,298 $ 1,169 $ 3,476 $ 5,943 $ 371,100 $ 377,043 $ 564
24
As of December 31, 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 $ 15 - 6 $ 21 $ 40,806 $ 40,827 $ 6
Real estate - commercial
Real estate - commercial 55 - - 55 123,015 123,070 -
Acquired with credit deterioration - - 452 452 189 641 452
Real estate - construction 6 - 508 514 34,692 35,206 508
Real estate - mortgage
Real estate - mortgage 1,097 57 40 1,194 153,296 154,490 40
Acquired with credit deterioration - - 138 138 277 415 138
Obligations of states and political subdivisions - - - - 13,616 13,616 -
Personal 25 3 - 28 10,004 10,032 -
Total $ 1,198 $ 60 $ 1,144 $ 2,402 $ 375,895 $ 378,297 $ 1,144

The following table summarizes information regarding troubled debt restructurings by loan portfolio class at ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, in thousands of dollars.

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
As of September 30, 2016
As of March 31, 2017
Accruing troubled debt restructurings:
Real estate - mortgage 7 $ 369 $ 397 $ 334
Commercial, financial, agricultural 1 19 20 19

Non-accruing troubled debt restructurings:
Real estate - mortgage 1 25 25 22
9 $ 413 $ 442 $ 375
As of December 31, 2016
Accruing troubled debt restructurings:
Real estate - mortgage 6 $ 254 $ 282 $ 217 7 $ 369 $ 397 $ 340

Non-accruing troubled debt restructurings:
Real estate - mortgage 1 25 25 24 1 25 25 23
7 $ 279 $ 307 $ 241 8 $ 394 $ 422 $ 363

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 ~~September 30, 2016~~March 31, 2017, 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~~the amount of ~~$90,000, and an addition to OREO of $265,000.~~$11,000. There were no ~~other~~ defaults of troubled debt restructurings that took place during the three ~~or nine~~ months ended ~~September 30,~~March 31, 2017 or 2016 ~~or 2015~~ within 12 months of restructure. On December 31, ~~2015,~~2016, 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
Three months ended September 30, 2016
Non-accruing troubled debt restructurings:
Real estate - mortgage - $ - $ - $ -
- $ - $ - $ -
Nine months ended September 30, 2016
Non-accruing troubled debt restructurings:
Real estate - mortgage 1 $ 25 $ 25 $ 24
1 $ 25 $ 25 $ 24
24

There ~~were no loans~~was one loan whose terms have been modified resulting in troubled debt restructurings during the three months ~~or nine~~ended March 31, 2017. There were no such restructurings during the three months ended ~~September 30, 2015.~~March 31, 2016.
Number of
Contracts Pre-Modification
Outstanding Recorded
Investment Post-Modification
Outstanding Recorded
Investment Recorded
Investment
Three months ended March 31, 2017
Accruing troubled debt restructurings:
Commercial, financial, agricultural 1 $ 19 $ 20 $ 19
1 $ 19 $ 20 $ 19

Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process at ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 totaled ~~$2,811,000~~$561,000 and ~~$1,614,000,~~$1,778,000, 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, ~~September 30, 2016~~March 31, 2017

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: 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
Beginning balance, January 1, 2017 $ 318 $ 948 $ 231 $ 1,143 $ - $ 83 $ 2,723
Charge-offs - (4 ) - (10 ) - (7 ) (21 ) - - - (64 ) - (6 ) (70 )
Recoveries - - - - - 4 4 - - - 44 - 3 47
Provisions 2 59 12 45 - 14 132 50 120 (105 ) 37 - 3 105
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
Ending balance, March 31, 2017 $ 368 $ 1,068 $ 126 $ 1,160 $ - $ 83 $ 2,805

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: 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 $ 368 $ 1,068 $ 126 $ 1,160 $ - $ 83 $ 2,805
evaluated for impairment individually $ - $ 50 $ - $ 94 $ - $ - $ 144
evaluated for impairment
individually $ 11 $ 30 $ - $ 66 $ - $ - $ 107
collectively $ 310 $ 807 $ 203 $ 1,141 $ - $ 83 $ 2,544 $ 357 $ 1,038 $ 126 $ 1,094 $ - $ 83 $ 2,698
loans acquired with deteriorated credit quality $ - $ - $ - $ - $ - $ - $ -

Loans:
Ending balance $ 38,653 $ 124,586 $ 30,752 $ 159,522 $ 13,857 $ 9,909 $ 377,279 $ 45,539 $ 139,560 $ 20,295 $ 150,747 $ 17,648 $ 9,913 $ 383,702
evaluated for impairment individually $ 353 $ 6,067 $ 2,561 $ 4,056 $ - $ - $ 13,037
evaluated for impairment
individually $ 445 $ 5,729 $ 2,455 $ 3,521 $ - $ - $ 12,150
collectively $ 38,300 $ 118,519 $ 28,191 $ 155,466 $ 13,857 $ 9,909 $ 364,242 $ 45,094 $ 133,616 $ 17,840 $ 146,859 $ 17,648 $ 9,913 $ 370,970
Ending balance: loans acquired with deteriorated credit quality - $ 650 $ - $ 422 $ - $ - $ 1,072 - 215 - 367 - 582
25

As of, and for the periods ended, ~~September 30, 2015~~March 31, 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: 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
Beginning balance, January 1, 2016 $ 264 $ 836 $ 191 $ 1,140 $ - $ 47 $ 2,478
Charge-offs - - - (87 ) - (9 ) (96 ) - (32 ) - (18 ) - (4 ) (54 )
Recoveries - - - - - 2 2 - - - 1 - 8 9
Provisions 10 (1 ) 17 103 - 11 140 27 17 7 61 - 9 121
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
Ending balance, March 31, 2016 $ 291 $ 821 $ 198 $ 1,184 $ - $ 60 $ 2,554

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 $ 291 $ 821 $ 198 $ 1,184 $ - $ 60 $ 2,554
evaluated for impairment
individually $ - $ - $ - $ 60 $ - $ - $ 60
collectively $ 291 $ 821 $ 198 $ 1,124 $ - $ 60 $ 2,494

Loans:
Ending balance $ 36,387 $ 125,123 $ 27,483 $ 160,993 $ 20,771 $ 7,749 $ 378,506
evaluated for impairment
individually $ 19 $ 1,816 $ - $ 2,533 $ - $ - $ 4,368
collectively $ 36,368 $ 122,488 $ 27,483 $ 157,837 $ 20,771 $ 7,749 $ 372,696
acquired with credit deterioration - 819 - 623 - - 1,442
As of December 31, 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, January 1, 2016 $ 264 $ 836 $ 191 $ 1,140 $ - $ 47 $ 2,478
Charge-offs (4 ) (146 ) - (103 ) - (26 ) (279 )
Recoveries - 24 - 15 - 19 58
Provisions 58 234 40 91 - 43 466
Ending balance, December 31, 2016 $ 318 $ 948 $ 231 $ 1,143 $ - $ 83 $ 2,723
As of December 31, 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:
Ending balance $ 318 $ 948 $ 231 $ 1,143 $ - $ 83 $ 2,723
evaluated for impairment
individually $ - $ - $ - $ 56 $ - $ - $ 56
collectively $ 318 $ 948 $ 231 $ 1,087 $ - $ 83 $ 2,667

Loans:
Ending balance $ 40,827 $ 123,711 $ 35,206 $ 154,905 $ 13,616 $ 10,032 $ 378,297
evaluated for impairment
individually $ 436 $ 5,499 $ 2,455 $ 4,057 $ - $ - $ 12,447
collectively $ 40,391 $ 117,571 $ 32,751 $ 150,433 $ 13,616 $ 10,032 $ 364,794
Ending balance: loans acquired with deteriorated credit quality $ - 641 $ - $ 415 $ $ - $ 1,056
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
Allowance for loan losses:
Ending balance $ 264 $ 836 $ 191 $ 1,140 $ - $ 47 $ 2,478
evaluated for impairment individually $ - $ - $ - $ - $ - $ - $ -
collectively $ 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
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
acquired with credit deterioration $ - 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 ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 was $2,046,000. Core deposit intangible of $431,000 was fully amortized as of ~~September 30,~~December 31, 2016, and was ~~$29,000,~~$18,000, net of amortization of ~~$402,000,~~$420,000, at ~~December~~March 31, ~~2015.~~2016. The core deposit intangible 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 in the three months ~~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.~~ending March 31, 2016. There was no impairment of goodwill during the three ~~or nine~~ month periods ended ~~September 30, 2016~~March 31, 2017 or ~~2015.~~2016.

FNBPA Acquisition
On November 30, 2015, the Company ~~completed its acquisition of~~acquired FNBPA Bancorp, Inc. (“FNBPA”) and as a result, ~~recorded~~carries goodwill of ~~$3,402,000.~~$3,402,000 relating to the acquisition. 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 nine months ended September 30, 2016 was $14,000 and $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~~straight-line basis over two years, through November 30, 2017. ~~Expense~~
Amortization expense recognized in the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016 was ~~$10,000~~$17,000 and ~~$15,000, respectively. Amortization expense is projected~~$20,000, respectively for intangibles related to ~~be $20,000 and $18,000 for~~ the ~~full year of 2016 and 2017, respectively.~~FNBPA acquisition.

27
FNBPA FNBPA Branch
Acquisition Acquisition Acquisition
Core Other Core
Deposit Intangible Deposit
Intangible Assets Intangible
Beginning Balance at Acquisition Date $ 303 $ 40 $ 431
Amortization expense recorded prior to January 1, 2016 4 2 402
Amortization expense recorded in the twelve months ended December 31, 2016 55 20 29
Unamortized balance as of December 31, 2016 244 18 $ -
Amortization expense recorded in the three months ended March 31, 2017 12 5
Unamortized balance as of March 31, 2017 $ 232 $ 13

Scheduled remaining amortization expense for years ended:
December 31, 2017 $ 37 $ 13
December 31, 2018 44 -
December 31, 2019 38 -
December 31, 2020 33 -
December 31, 2021 27 -
After December 31, 2021 53 -

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 ~~$4,668,000~~$4,734,000 as of ~~September 30, 2016.~~March 31, 2017. 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 relating to LCB during the three ~~or nine~~ month periods ended ~~September 30, 2016~~March 31, 2017 or ~~2015.~~2016.
27

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.

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.

28
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 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 11and Level 2 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 ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, 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 ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 or ~~2015.~~2016.

(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) (Level 1) (Level 2) (Level 3)
Quoted Prices in Significant Significant Quoted Prices in Significant Significant
Active Markets Other Other Active Markets Other Other
December 31, for Identical Observable Unobservable March 31, for Identical Observable Unobservable
2015 Assets Inputs Inputs 2017 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 $ - $ 35,877 $ - $ 35,877 $ -
Obligations of state and political subdivisions 29,535 - 29,535 - 26,785 - 26,785 -
Mortgage-backed securities 87,741 - 87,741 - 92,921 - 92,921 -
Equity securities available-for-sale 2,319 2,319 - - 1,248 1,068 180 -

Measured at fair value on a non-recurring basis:
Impaired loans 2,232 - - 2,232 2,669 - - 2,669
Other real estate owned 150 - - 150 121 - - 121
Mortgage servicing rights 205 - - 205 206 - - 206

3029

(Level 1) (Level 2) (Level 3)
Quoted Prices in Significant Significant
Active Markets Other Other
December 31, 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 $ 35,799 $ - $ 35,799 $ -
Obligations of state and political subdivisions 26,659 - 26,659 -
Mortgage-backed securities 85,702 - 85,702 -
Equity securities available-for-sale 2,328 2,148 180 -

Measured at fair value on a non-recurring basis:
Impaired loans 2,563 - - 2,563
Other real estate owned 358 - - 358
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:

September 30, 2016 Fair Value
Estimate Valuation Technique Unobservable Input Range Weighted
Average
March 31, 2017 Fair Value
Estimate Valuation Technique Unobservable Input Range Weighted
Average

Impaired loans $ 2,659 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 7% - 50% 8.8 % $ 2,669 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 7% - 42% 9.1 %
Other real estate owned 109 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 49% 49 % 121 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 23 - 72% 42 %
Mortgage servicing rights 196 Multiple of annual servicing fee Estimated pre-payment speed, based on rate and term 300% - 400% 361 % 206 Multiple of annual servicing fee Estimated pre-payment speed, based on rate and term 300% - 400% 369 %

December 31, 2015 Fair Value
Estimate Valuation Technique Unobservable Input Range Weighted
Average
December 31, 2016 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 % $ 2,563 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 7% - 58% 8.9 %
Other real estate owned 150 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 32% 32 % 358 Appraisal of collateral (1) Appraisal and liquidation adjustments (2) 30 - 72% 46 %
Mortgage servicing rights 205 Multiple of annual servicing fee Estimated pre-payment speed, based on rate and term 300% - 400% 364 % 205 Multiple of annual servicing fee Estimated pre-payment speed, based on rate and term 300% - 400% 368 %

(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 reported 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.
30

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.

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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~~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.

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

Financial Instruments
(in thousands)

March 31, 2017 December 31, 2016
September 30, 2016 December 31, 2015 Carrying Fair Carrying Fair
Carrying Fair Carrying Fair Value Value Value Value
Financial assets: Value Value Value Value
Cash and due from banks $ 9,314 $ 9,314 $ 10,385 $ 10,385 $ 8,762 $ 8,762 $ 9,464 $ 9,464
Interest bearing deposits with banks 147 147 73 73 31 31 95 95
Interest bearing time deposits with banks 350 350 350 350 350 350 350 350
Securities 149,960 149,960 152,327 152,327 156,831 156,831 150,488 150,488
Restricted investment in FHLB stock 2,863 2,863 3,509 3,509 3,452 3,452 3,610 3,610
Loans held for sale - - 1,808 1,808 119 119 - -
Loans, net of allowance for loan losses 374,591 365,839 374,565 373,078 380,897 371,297 375,574 366,660
Mortgage servicing rights 196 196 205 205 206 206 205 205
Accrued interest receivable 1,583 1,583 1,806 1,806 1,628 1,628 1,582 1,582

Financial liabilities:
Non-interest bearing deposits 104,470 104,470 106,667 106,667 110,342 110,342 104,006 104,006
Interest bearing deposits 358,847 361,666 350,459 352,859 360,720 360,302 351,816 354,628
Securities sold under agreements to repurchase 5,303 5,303 4,996 4,996 3,669 3,669 4,496 4,496
Short-term borrowings 13,000 13,000 30,061 30,061 25,000 25,000 27,700 27,700
Long-term debt 25,000 25,120 22,500 22,482 25,000 24,924 25,000 24,963
Other interest bearing liabilities 1,505 1,510 1,471 1,476 1,542 1,545 1,545 1,549
Accrued interest payable 230 230 238 238 219 219 268 268

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 ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015.~~2016. This table excludes financial instruments for which the carrying amount approximates fair value (in thousands).

(Level 1) (Level 2) (Level 3)
Quoted Prices in Significant Significant
Active Markets Other Other
March 31, 2017 Carrying
Amount Fair Value for Identical
Assets or Liabilities Observable
Inputs Unobservable
Inputs
Financial instruments - Assets
Interest bearing time deposits with banks $ 350 $ 350 $ - $ 350 $ -
Loans held for sale 119 - - - -
Loans, net of allowance for loan losses 380,897 371,297 - - 371,297
Financial instruments - Liabilities
Interest bearing deposits 360,720 360,302 - 360,302 -
Long-term debt 25,000 24,924 - 24,924 -
Other interest bearing liabilities 1,542 1,545 - 1,545 -
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(Level 1)
Quoted Prices in (Level 2) (Level 3)
Active Markets Significant Significant
for Identical Other Other
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 $ -
Loans, net of allowance for loan losses 374,591 365,839 - - 365,839
Financial instruments - Liabilities
Interest bearing deposits 358,847 361,666 - 361,666 -
Long-term debt 25,000 25,120 - 25,120 -
Other interest bearing liabilities 1,505 1,510 - 1,510 -

(Level 1)
Quoted Prices in (Level 2) (Level 3) (Level 1) (Level 2) (Level 3)
Active Markets Significant Significant Quoted Prices in Significant Significant
for Identical Other Other Active Markets Other Other
December 31, 2015 Carrying
Amount Fair Value Assets or
Liabilities Observable
Inputs Unobservable
Inputs
Carrying for Identical Observable Unobservable
December 31, 2016 Amount Fair Value Assets or Liabilities Inputs 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 - - 373,078 375,574 366,660 —   —   366,660
Financial instruments - Liabilities
Interest bearing deposits 350,459 352,859 - 352,859 - 351,816 354,628 —   354,628 —
Long-term debt 22,500 22,482 - 22,482 - 25,000 24,963 —   24,963 —
Other interest bearing liabilities 1,471 1,476 - 1,476 - 1,545 1,549 —   1,549 —

11. Defined Benefit Retirement Plan

The Company sponsors a defined benefit retirement plan (The Juniata Valley Bank Retirement Plan ~~(the “JVB~~(“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~~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.~~ date (i.e., it was frozen).
As a result of the FNBPA acquisition, the Company assumed sponsorship of a second defined benefit retirement plan (Retirement Plan for the First National Bank of Port Allegany (“FNB Plan”)) as of November 30, 2015, which covers substantially all former FNBPA employees that were employed prior to September 30, 2008. The FNBPA Plan was amended as of December 31, 2015 to cease future service accruals to previously unfrozen participants and is now considered to be “frozen”. Effective December 31, 2016, the FNB Plan was merged into the JVB Plan, which was amended to provide the same benefits to the class of participants previously included in the FNB Plan.
The Company’s funding policy with respect to the JVB Plan 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 ~~nine~~three months of ~~2016~~2017 and ~~does~~is not ~~expect~~required to ~~contribute to the JVB Plan~~make a contribution in the remainder of ~~2016.~~2017; however, it is considering doing so. Pension expense included the following components for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2017 and 2016, with the 2016 year reclassified to include combined results for the JVB Plan and ~~2015:~~the former FNB Plan:

(Dollars in thousands) Three Months Ended Nine Months Ended
Three Months Ended
September 30, September 30, March 31,
2016 2015 2016 2015 2017 2016
Components of net periodic pension cost (income)
Interest cost $ 114 $ 112 $ 342 $ 337 $ 161 $ 167
Expected return on plan assets (142 ) (148 ) (426 ) (444 ) (201 ) (199 )
Recognized net actuarial loss 62 61 186 182 56 62
Net periodic pension cost (income) $ 34 $ 25 $ 102 $ 75 $ 16 $ 30

Amortization of net actuarial loss recognized in other comprehensive income $ (62 ) $ (61 ) $ (186 ) $ (182 )
Amortization of net actuarial loss recognized
in other comprehensive income $ (56 ) $ (62 )

Total recognized in net periodic pension cost and other comprehensive income $ (28 ) $ (36 ) $ (84 ) $ (107 ) $ (40 ) $ (32 )

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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 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 nine month periods ended September 30, 2016 and 2015.
(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 $ 53 $ - $ 159 $ -
Expected return on plan assets (57 ) - (171 ) -
Recognized net actuarial loss - - - -
Net periodic pension cost (income) $ (4 ) $ - $ (12 ) $ -

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

Total recognized in net periodic pension cost and other comprehensive income $ (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 ~~September 30, 2016,~~March 31, 2017, the Company had ~~$60,613,000~~$58,518,000 outstanding in loan commitments and other unused lines of credit extended to its customers as compared to ~~$47,280,000~~$59,984,000 at December 31, ~~2015.~~2016.

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 ~~$2,574,000~~$2,418,000 and ~~$2,586,000~~$2,300,000 of financial and performance letters of credit commitments as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively. Commercial letters of credit as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 totaled ~~$12,400,000.~~$12,650,000. 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 ~~September 30, 2016~~March 31, 2017 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 ~~September 30, 2016, $7,124,000~~March 31, 2017, $8,867,000 remained to be delivered on that commitment, ~~$428,000~~$359,000 of which has been committed to borrowers.
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13. Subsequent Events

In ~~October 2016,~~April 2017, the Board of Directors declared a dividend of $0.22 per share to shareholders of record on ~~November~~May 15, ~~2016,~~2017, payable on ~~December~~June 1, ~~2016.~~2017.
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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 following a ~~continuing~~ period of low market interest rates and current market uncertainties, 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~~changes in the applicable federal income tax rate that could result in the reversal of net deferred tax assets and ~~cost savings related~~the reduction of current tax expense;
· the Company’s failure to ~~business combinations, including~~ identify and to address cyber-security risks;
· the ~~acquisition~~Company’s ability to keep pace with technological changes;
· the Company’s ability to attract and retain talented personnel;
· the Company’s reliance on its subsidiary for substantially all of ~~FNBPA completed~~its revenues and its ability to pay dividends;
· the effects of changes in relevant accounting principles and guidelines on ~~November 30, 2015.~~the Company’s financial condition; and
· failure of third party service providers to perform their contractual obligations.

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,~~2016, a copy of which may be obtained from the Company upon request and without charge (except for the exhibits thereto)., and Item 1A of Part II of this Quarterly Report on Form 10-Q,

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.~~2016. 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.~~2016.

35

General:

The following discussion relates to the consolidated financial condition of the Company as of ~~September 30, 2016,~~March 31, 2017, as compared to December 31, ~~2015,~~2016, and the consolidated results of operations for the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2017, compared to the same ~~periods~~period in ~~2015.~~2016. This discussion should be read in conjunction with the interim consolidated financial statements and related notes included herein.

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 Bancorp, Inc. (“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 ~~September 30, 2016,~~March 31, 2017, were ~~$577.0~~$592.1 million, ~~a decrease~~an increase of ~~1.2%~~2.0% compared to December 31, ~~2015.~~2016. Comparing the balances at ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, deposits increased by ~~$6.2~~$15.2 million, with non-interest bearing deposits ~~decreasing~~increasing by ~~$2.2~~$6.3 million and interest-bearing deposits increasing by ~~$8.4~~$8.9 million. The Company’s investment portfolio ~~decreased~~increased by ~~$2.4~~$6.3 million and borrowings decreased by ~~$14.3~~$3.5 million.

The table below shows changes in deposit volumes by type of deposit (in thousands of dollars) between December 31, ~~2015~~2016 and ~~September 30, 2016.~~March 31, 2017.

September 30, December 31, Change March 31, December 31, Change
2016 2015 $ % 2017 2016 $ %
Deposits:
Demand, non-interest bearing $ 104,470 $ 106,667 $ (2,197 ) (2.1 )% $ 110,342 $ 104,006 $ 6,336 6.1 %
Interest bearing demand and money market 124,213 114,406 9,807 8.6 122,226 118,429 3,797 3.2
Savings 96,003 94,923 1,080 1.1 100,275 95,449 4,826 5.1
Time deposits, $100,000 and more 31,999 25,573 6,426 25.1
Time deposits, $250,000 and more 5,576 5,773 (197 ) (3.4 )
Other time deposits 106,632 115,557 (8,925 ) (7.7 ) 132,643 132,165 478 0.4
Total deposits $ 463,317 $ 457,126 $ 6,191 1.4 % $ 471,062 $ 455,822 $ 15,240 3.3 %

Overall, ~~loan balances remained relatively consistent at~~loans increased $5.4 million, or 1.4%, between December 31, ~~2015~~2016 and ~~September 30, 2016,~~March 31, 2017, as shown in the table below (in thousands of dollars)~~; however,~~, primarily due to increases in commercial ~~financial and agricultural, real estate construction and personal consumer loans increased, offsetting reductions in the consumer~~ and commercial real estate ~~mortgage portfolios as well as reductions in loan balances of~~loans and loans to states and political ~~subdivisions.~~subdivision, partially offset by reductions in residential real estate loans, construction loans and personal consumer loans.

September 30, December 31, Change March 31, December 31, Change
2016 2015 $ % 2017 2016 $ %
Loans:
Commercial, financial and agricultural $ 38,653 $ 34,171 $ 4,482 13.1 % $ 45,539 $ 40,827 $ 4,712 11.5 %
Real estate - commercial 124,586 127,213 (2,627 ) (2.1 ) 139,560 123,711 15,849 12.8
Real estate - construction 30,752 26,672 4,080 15.3 20,295 35,206 (14,911 ) (42.4 )
Real estate - mortgage 159,522 164,617 (5,095 ) (3.1 ) 150,747 154,905 (4,158 ) (2.7 )
Obligations of states and political subdivisions 13,857 17,524 (3,667 ) (20.9 ) 17,648 13,616 4,032 29.6
Personal 9,909 6,846 3,063 44.7 9,913 10,032 (119 ) (1.2 )
Total loans $ 377,279 $ 377,043 $ 236 0.1 % $ 383,702 $ 378,297 $ 5,405 1.4 %

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A summary of the activity in the allowance for loan losses for each of the ~~nine-month~~three-month periods ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ (in thousands) is presented below.

Periods Ended September 30, Periods Ended March 31,
2016 2015 2017 2016
Balance of allowance - January 1 $ 2,478 $ 2,380 $ 2,723 $ 2,478
Loans charged off (198 ) (330 ) (70 ) (54 )
Recoveries of loans previously charged off 42 9 47 9
Net charge-offs (156 ) (321 ) (23 ) (45 )
Provision for loan losses 366 302 105 121
Balance of allowance - end of period $ 2,688 $ 2,361 $ 2,805 $ 2,554

Ratio of net charge-offs during period to average loans outstanding 0.04 % 0.11 %
Ratio of net charge-offs during period to
average loans outstanding 0.01 % 0.01 %

As of ~~September 30, 2016, 55~~March 31, 2017, 40 loans (exclusive of loans acquired from FNBPA with existing credit deterioration), with aggregate outstanding balances of ~~$13,037,000,~~$12,150,000 were individually evaluated for impairment. A collateral analysis was performed on each of these 5540 loans in order to establish a portion of the reserve needed to carry impaired loans at fair value. As a result, ~~four~~three loans were determined to have insufficient collateral, and specific reserves, totaling ~~$144,000,~~$107,000, 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 ~~September 30, 2016~~March 31, 2017 as compared to December 31, ~~2015.~~2016.

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

Average loans outstanding $ 377,854 $ 306,128

Ratio of non-performing loans to average loans outstanding 1.33 % 1.21 %
(Dollar amounts in thousands)
As of and for the As of and for the
three months ended year ended
March 31, 2017 December 31, 2016
Non-performing loans
Non-accrual loans $ 4,180 $ 4,733
Accruing loans past due 90 days or more, exclusive of loans acquired with credit deterioration - 554
Restructured loans in default non-accruing 22 25
Total $ 4,202 $ 5,312

Average loans outstanding $ 381,719 $ 379,177

Ratio of non-performing loans to average loans outstanding 1.10 % 1.40 %

Stockholders’ equity increased from December 31, ~~2015~~2016 to ~~September 30, 2016~~March 31, 2017 by ~~$2,185,000,~~$355,000, or ~~3.6%~~0.6%. The Company’s net income ~~for the nine months ended September 30, 2016~~ exceeded dividends paid by ~~$684,000.~~$412,000. 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 ~~$123,000.~~$37,000. The change in market value of securities available for sale ~~increased~~decreased shareholders’ equity by ~~$1,282,000~~$154,000 when comparing ~~September 30, 2016~~March 31, 2017 to December 31, ~~2015.~~2016. Stock based compensation expense recorded pursuant to the Company’s Stock Option Plan added ~~$50,000~~$21,000 to stockholders’ equity during the ~~nine~~three month period, and ~~net issuance of~~payments for exercised stock ~~for employee stock plans~~options added ~~$64,000 to equity. Additionally, the Company repurchased 1,000 shares into treasury during the period, costing $18,000.~~$39,000.

Subsequent to ~~September 30, 2016,~~March 31, 2017, the following events took place:

On ~~October~~April 18, ~~2016,~~2017, the Board of Directors declared a cash dividend of $0.22 per share to shareholders of record on ~~November~~May 15, ~~2016,~~2017, payable on ~~December~~June 1, ~~2016.~~2017.

37

Comparison of the Three Months Ended ~~September 30, 2016 and 2015~~March 31, 2017

Operations Overview:
Net income for the ~~third~~first quarter of ~~2016~~2017 was ~~$1,447,000,~~$1,459,000, an increase of ~~$439,000,~~$167,000, or ~~43.5%~~12.9%, when compared to the ~~third~~first quarter of ~~2015.~~2016. The increase was due primarily to ~~growth~~recorded gains on sales of ~~earning assets~~securities and ~~revenues as a result of the acquisition of FNBPA, consummated on November 30, 2015, but also due to infrequently occurring items in both periods.~~loans. Basic and diluted earnings per share were ~~$0.30~~$0.31 in the ~~third~~first quarter of ~~2016~~2017 compared to ~~$0.24~~$0.27 in the ~~third~~first quarter of ~~2015. Presented~~2016.Presented below are selected key ratios for the two periods:

Three Months Ended Three Months Ended
September 30, March 31
2016 2015 2017 2016
Return on average assets (annualized) 1.02 % 0.84 % 1.00 % 0.88 %
Return on average equity (annualized) 9.35 % 8.03 % 9.83 % 8.50 %
Average equity to average assets 10.87 % 10.41 % 10.13 % 10.39 %

Non-interest income, excluding securities gains, as a percentage of average assets (annualized) 1.10 % 0.97 % 0.76 % 0.81 %

Non-interest expense as a percentage of average assets (annualized) 3.04 % 3.07 % 2.91 % 2.83 %

The discussion that follows further explains changes in the components of net income when comparing the ~~third~~first quarter of ~~2016~~2017 with the ~~third~~first quarter of ~~2015.~~2016.

Net Interest Income:
Net interest income was ~~$4,488,000~~$4,547,000 for the ~~third~~first quarter of ~~2016,~~2017, as compared to ~~$3,803,000~~$4,629,000 in the same quarter in ~~2015, an increase of 18.0%. Average~~2016. Overall, average earning assets increased by ~~17.6%~~0.4%, ~~and~~while the net interest margin, on a fully tax equivalent basis, ~~remained at 3.59% in both periods.~~was 7 basis points lower.

Average loan balances ~~increased~~decreased by ~~$72.7 million,~~$700,000, or ~~23.9%~~0.2%, and interest on loans ~~increased $726,000~~was $71,000 less in the ~~third~~first quarter of ~~2016~~2017 as compared to the same period in 2015. Average balances of loans added through the acquisition of FNBPA were approximately $40 million, while the remaining amount of the increase, approximately $33 million, was the result of new loan origination.2016. The ~~increase~~decrease in average loans outstanding ~~increased~~reduced interest income by ~~$858,000 but was partially offset by~~$12,000 and a decrease of 166 basis points in the weighted average ~~weighted~~ yield ~~that~~ reduced interest income by approximately ~~$132,000.~~$50,000. The difference in the number of days in the comparative quarters resulted in a further reduction of interest income by $9,000.

Interest earned on investment securities increased ~~$38,000~~$54,000 in the ~~third~~first quarter of ~~2016~~2017 as compared to the ~~third~~first quarter of ~~2015.~~2016. Yield increases added ~~$14,000,~~$35,000, while average balance increases added ~~$24,000~~$19,000 to interest income. The overall pre-tax yield on the investment securities portfolio increased during the period by 57 basis points, with the average balance increasing by ~~$4.3~~$4.8 million.

Total average earning assets during the ~~third~~first quarter of 2017 were $539.2 million, compared to $536.8 million during the first quarter of 2016, ~~were $519.1 million, compared to $441.5 million during the third quarter of 2015,~~ yielding ~~3.89%~~3.85% and ~~3.88%~~3.87%, respectively, in the ~~2016~~2017 and ~~2015~~2016 periods. Average interest-bearing liabilities increased by ~~$51.9~~$3.0 million, while average non-interest bearing deposits ~~increased $21.9 million.~~remained at approximately the same level. The cost to fund interest earning assets ~~was 0.43%~~increased by 5 basis points, to 0.47%, in ~~both periods.~~the first quarter of 2017 compared to the first quarter of 2016.

Net interest margin on a fully tax-equivalent basis ~~remained at 3.59%~~ for ~~both~~ the ~~third~~first quarter of 2017 was 3.51%. For the same period in 2016, ~~and~~ the ~~third quarter of 2015.~~fully-tax equivalent net interest margin was 3.58%.

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

Three Months Ended Three Months Ended Three Months Ended Three Months Ended
September 30, 2016 September 30, 2015 March 31, 2017 March 31, 2016
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 Calendar Volume Rate Total
ASSETS
Interest earning assets:
Taxable loans (5) $ 348,305 $ 4,133 4.75 % $ 278,346 $ 3,430 4.93 % $ 836 $ (133 ) $ 703 $ 348,829 $ 4,131 4.80 % $ 347,852 $ 4,205 4.84 % $ (6 ) $ (1 ) $ (67 ) $ (74 )
Tax-exempt loans 28,345 223 3.13 25,556 200 3.10 22 1 23 32,890 239 2.95 34,526 236 2.74 (3 ) (11 ) 17 3
Total loans 376,650 4,356 4.62 303,902 3,630 4.78 858 (132 ) 726 381,719 4,370 4.59 382,378 4,441 4.65 (9 ) (12 ) (50 ) (71 )
- -
Taxable investment securities 119,693 590 1.97 109,495 539 1.97 50 1 51 131,346 683 2.08 125,999 631 2.00 - 21 31 52
Tax-exempt investment securities 22,071 100 1.81 27,989 113 1.61 (26 ) 13 (13 ) 25,468 114 1.79 26,002 112 1.72 - (2 ) 4 2
Total investment securities 141,764 690 1.95 137,484 652 1.90 24 14 38 156,814 797 2.03 152,001 743 1.96 - 19 35 54
- - - -
Interest bearing deposits 657 3 1.82 84 - 1.89 3 - 3 634 7 4.35 562 1 0.79 - - 6 6
Federal funds sold 65 - 0.61 - - - - - - - 1,857 2 0.43 - (1 ) (1 ) (2 )
Total interest earning assets 519,136 5,049 3.89 441,470 4,282 3.88 885 (118 ) 767 539,167 5,174 3.85 536,798 5,187 3.87 (9 ) 6 (10 ) (13 )

Other assets (7) 50,302 41,002 47,089 47,956
Total assets $ 569,438 $ 482,472 $ 586,256 $ 584,754

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:

Interest bearing demand deposits (2) $ 123,629 68 0.22 $ 98,679 43 0.17 12 13 25 $ 118,402 67 0.24 $ 117,114 56 0.19 (1 ) 1 11 11
Savings deposits 97,861 24 0.10 74,240 19 0.10 6 (1 ) 5 97,894 24 0.10 96,697 29 0.12 - - (5 ) (5 )
Time deposits 138,913 369 1.06 125,794 324 1.02 34 11 45 137,698 378 1.11 140,746 355 1.01 (4 ) 1 26 23
Short-term and long-term borrowings and other interest bearing liabilities 34,983 100 1.14 44,748 93 0.82 (23 ) 30 7
Other, includingshort-term borrowings,long-term debt and otherinterest bearing liabilities 60,493 158 1.06 56,929 118 0.83 - 8 32 40
Total interest bearing liabilities 395,386 561 0.56 343,461 479 0.55 29 53 82 414,487 627 0.61 411,486 558 0.55 (5 ) 10 64 69

Non-interest bearing liabilities:
Demand deposits 105,847 83,899 106,051 106,130
Other 6,583 4,880 6,354 6,369
Stockholders' equity 61,622 50,232 59,364 60,769
Total liabilities and stockholders' equity $ 569,438 $ 482,472 $ 586,256 $ 584,754

Net interest income and net interest rate spread $ 4,488 3.33 % $ 3,803 3.33 % $ 856 $ (171 ) $ 685 $ 4,547 3.24 % $ 4,629 3.32 % $ (4 ) $ (4 ) $ (74 ) $ (82 )
Net interest margin on interest earning assets (3) 3.46 % 3.45 % 3.38 % 3.45 %
Net interest income and net interest margin-Tax equivalent basis (4) $ 4,654 3.59 % $ 3,965 3.59 % $ 4,729 3.51 % $ 4,808 3.58 %

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.~~
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 ~~third~~first quarter of ~~2016,~~2017, the provision for loan losses was ~~$132,000,~~$105,000, as compared to a provision of ~~$140,000~~$121,000 in the ~~third~~first quarter of ~~2015.~~2016. 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 ~~third~~first quarter of ~~2016~~2017 was ~~$1,571,000,~~$1,616,000, compared to ~~$1,193,000~~$1,179,000 in the ~~third~~first quarter of ~~2015,~~2016, representing an increase of ~~$378,000,~~$437,000, or ~~31.7%~~37.1%.

Most significantly impacting the comparative ~~third~~first quarter periods were $504,000 of gains on the sales and calls of investment securities in the first quarter of 2017 and a $113,000 gain from ~~life insurance~~the sale of loans recorded in ~~both periods. Third~~the first quarter of 2016. Excluding those two items, the comparative non-interest income ~~included $364,000~~ in the first quarters of 2017 and 2016 ~~versus $98,000~~were $1,112,000 and $1,066,000, respectively, reflecting a 4.5% increase in ~~2015.~~ the 2017 period.
Increases in customer service fees and debit card income of ~~18.9%~~11.9% and ~~20.5%~~11.1%, respectively, during the 2017 period were primarily due to ~~the addition of deposit accounts from the FNBPA acquisition. Trust fees decreased by $21,000, or 20.0%, primarily due to estate fees earned in the third quarter of 2015.~~
increased activity volumes. Commissions from the sales of non-deposit products decreased in the ~~third~~first quarter of ~~2016~~2017 by ~~$18,000,~~$23,000, or ~~29.5%~~32.9%, as sales ~~activity~~production decreased. Fees derived from loan activity ~~increased~~decreased by ~~$9,000,~~$8,000, or ~~18.4%~~15.1%, due primarily to ~~an increase in~~less title insurance ~~fees.~~activity.

The Company originates mortgages to sell on the secondary market, while retaining the servicing rights; the Company has built a servicing portfolio of approximately ~~$21.1~~$21.6 million as of ~~September 30, 2016.~~March 31, 2017. The mortgage servicing right asset, as of ~~September 30, 2016,~~March 31, 2017, was ~~$196,000.~~$206,000. 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 ~~third~~first quarter of ~~2016,~~2017, mortgage banking income was ~~$41,000, an increase~~$33,000, a decrease of ~~$11,000,~~$2,000, or ~~36.7%~~5.7%, from the ~~third quarter of 2015, due to more activity.~~
~~Gains from the redemption of investment securities of $6,000 were realized in the third~~first quarter of 2016, ~~as compared~~due to ~~$18,000 in the third quarter of 2015.~~lower activity.

Less significant changes in non-interest income categories included slight changes in earnings on bank-owned life insurance, trust fees, 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 ~~1.10%~~0.76% in the ~~third~~first quarter of 2017 as compared to 0.81% in the first quarter of 2016. Excluding the gain from the sale of loans mentioned above, the ratio in the first quarter of 2016 ~~as compared to 0.97% in the 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.~~0.73%.

Non-interest Expense:
Total non-interest expense for the ~~third~~first quarter of ~~2016~~2017 was ~~$4,330,000,~~$129,000, or ~~17.0%~~3.1%, higher as compared to the ~~third~~first quarter of ~~2015.~~2016. Expenses of ~~$153,000~~$58,000, related to the ~~aforementioned~~residual integration costs following the acquisition of FNBPA ~~acquisition~~in November of 2015, were recorded in the ~~third~~first quarter of ~~2015 but none~~2016, with no such expenses in the ~~current year~~2017 period. Excluding ~~the~~these merger and acquisition expenses from the comparative quarters, non-interest expense for the ~~third~~first quarter of ~~2016 increased 22.0% over~~2017 was $187,000, or 4.6% higher than the ~~comparable third~~first quarter of ~~2015, with most increases primarily due to costs associated with managing and operating a larger franchise.~~2016. Employee compensation expense increased by ~~$328,000,~~$76,000, and employee benefits costs increased by ~~$128,000,~~$50,000, representing increases of ~~21.6%~~4.6% and ~~29.4%~~8.3%, respectively. ~~Occupancy and equipment expense grew by 23.7% to $438,000.~~ Data processing expense and professional fees ~~increased 26.7%~~decreased 7.7% and ~~21.5%~~6.1%, respectively, in the ~~third~~first quarter of 2017 versus the first quarter of 2016. Pennsylvania shares tax liability was primarily the cause of a $40,000, or 42.6% increase in taxes, other than income tax. Other non-interest expense was $79,000, or 22.4%, higher in the first quarter of 2017 compared to the first quarter of 2016, versus the third quarter of 2015. Premium expense for FDIC insurance increased by 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, comparedmostly attributable to ~~net gains of $8,000~~costs incurred in ~~the third quarter of 2015.~~foreclosure processes.

As a percentage of average assets, annualized non-interest expense was ~~3.04%~~2.91% in the ~~third~~first quarter of ~~2016~~2017 compared to ~~3.07%~~2.83% in the ~~third~~first quarter of ~~2015.~~2016. Excluding merger and acquisition expenses, annualized non-interest expense as a percentage of average assets was ~~2.94%~~2.79% in the ~~third~~first quarter of ~~2015.~~2016.

Provision for income taxes:
Income tax expense in the ~~third~~first quarter of ~~2016~~2017 was ~~$150,000~~$330,000 as compared to the ~~$146,000~~$255,000 recorded in the ~~third~~first quarter of ~~2015.~~2016. 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 ~~third~~first quarter of 2017, the tax credit lowered the effective tax rate from 26.4% to 18.4%. In the first quarter of 2016, the tax credit lowered the effective tax rate from ~~18.3%~~25.7% to ~~9.4%. In the third quarter of 2015, the tax credit lowered the effective tax rate from 25.1% to 12.6%~~16.5%.

40
~~Comparison of the Nine Months Ended September 30, 2016 and 2015~~
~~Operations Overview:~~
Net income for the first nine months of 2016 was $3,854,000, an increase of $921,000, or 31.4%, compared to the first 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 and also includes the effect of several infrequently occurring items in both periods. Basic and diluted earnings per share were $0.80 in the first nine months of 2016, representing an increase of 14.3% from the $0.70 earned in the first nine months of 2015. Annualized return on average equity for the first nine months in 2016 was 8.38%, compared to 7.79% for the same period in the prior year, an increase of 7.6%. For the nine months ended September 30, annualized return on average assets was 0.89% in 2016, versus 0.82% in 2015. Improvements in these three performance ratios were achieved despite the significantly higher merger and aquisition expenses incurred in the 2016 nine-month period, as those increased costs were offset by higher gains in loan sales, securities transactions and life insurance.
~~Presented below are selected key ratios for the two periods:~~
Nine Months Ended
September 30,
2016 2015
Return on average assets (annualized) 0.89 % 0.82 %
Return on average equity (annualized) 8.38 % 7.79 %
Average equity to average assets 10.67 % 10.50 %

Non-interest income, excluding securities gains, as a percentage of average assets (annualized) 0.92 % 0.93 %
Non-interest expense as a percentage of average assets (annualized) 3.01 % 3.05 %
~~The discussion that follows explains changes in the components of net income when comparing the first nine months of 2016 with the first nine months of 2015.~~
~~Net Interest Income:~~
Net interest income was $13,648,000 for the first nine months of 2016, as compared to $11,188,000 in the same period in 2015, an increase of $2,460,000, or 22.0%. Average earning assets increased by $89.1 million, or 20.4%, and the net interest margin on a fully tax equivalent basis increased by 4 basis points.
On average, loans outstanding increased by $81.0 million, or 27.3%, due in nearly equal parts to the acquisition of FNBPA and organic growth. Interest on loans increased $2,430,000, or 22.7%, in the first nine months of 2016 as compared to the same period in 2015. The higher volume of loans increased interest income by $2,797,000 with an average weighted yield decrease of 18 basis points partially offsetting the impact of the higher volume of loans by $367,000.
Interest earned on investment securities increased $143,000 in the first nine months of 2016 as compared to 2015, with average balances increasing $6.7 million during the period. The overall pre-tax yield on the investment securities portfolio increased during the period by 4 basis points.
Average interest-bearing liabilities increased by $58.9 million, and average non-interest bearing deposits increased by $25.1 million. The cost of interest bearing liabilities decreased by 4 basis points as a result of the sustained low general rate environment.
Total average earning assets during the first nine months of 2016 were $526.0 million, compared to $436.9 million during the first nine months of 2015, yielding 3.88% in both comparative periods. Funding costs for earning assets were 0.42% and 0.47% for the first nine months of 2016 and 2015, respectively. Net interest margin on a fully tax-equivalent basis for the first nine months of 2016 was 3.59%. For the same period in 2015, the fully-tax equivalent net interest margin was 3.55%.
41
~~AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS~~
~~(Dollars in thousands)~~
Nine Months Ended Nine Months Ended
September 30, 2016 September 30, 2015
Average Yield/ Average Yield/ Increase (Decrease) Due To (6)
Balance (1) Interest Rate Balance (1) Interest Rate Volume Rate Total
ASSETS
Interest earning assets:
Taxable loans (5) $ 347,183 $ 12,479 4.79 % $ 272,700 $ 10,182 4.98 % $ 2,655 $ (358 ) $ 2,297
Tax-exempt loans 30,671 676 2.94 24,195 543 3.00 142 (9 ) 133
Total loans 377,854 13,155 4.64 296,895 10,725 4.82 2,797 (367 ) 2,430
Taxable investment securities 122,526 1,831 1.99 110,439 1,657 2.00 181 (7 ) 174
Tax-exempt investment securities 23,869 314 1.75 29,216 345 1.57 (68 ) 37 (31 )
Total investment securities 146,395 2,145 1.95 139,655 2,002 1.91 113 30 143
- -
Interest bearing deposits 884 10 1.51 343 1 0.43 3 6 9
Federal funds sold 902 3 0.44 21 - 0.19 3 - 3
Total interest earning assets 526,035 15,313 3.88 436,914 12,728 3.88 2,916 (331 ) 2,585

Other assets (7) 48,336 41,031
Total assets $ 574,371 $ 477,936

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Interest bearing demand deposits (2) $ 121,858 186 0.20 $ 97,323 117 0.16 33 36 69
Savings deposits 97,415 78 0.11 71,927 54 0.10 20 4 24
Time deposits 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 41,375 315 1.02 41,581 260 0.84 (1 ) 56 55
Total interest bearing liabilities 400,614 1,665 0.56 341,756 1,540 0.60 124 1 125

Non-interest bearing liabilities:
Demand deposits 106,042 80,953
Other 6,410 5,042
Stockholders' equity 61,305 50,185
Total liabilities and stockholders' equity $ 574,371 $ 477,936
Net interest income and net interest rate spread $ 13,648 3.32 % $ 11,188 3.28 % $ 2,792 $ (332 ) $ 2,460
Net interest margin on interest earning assets (3) 3.46 % 3.41 %
Net interest income and net interest margin-Tax equivalent basis (4) $ 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 nine months of 2016, the provision for loan losses was $366,000, as compared to a provision of $302,000 in the first 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.
42
~~Non-interest Income:~~
Non-interest income in the first nine months of 2016 was $4,095,000, an increase of $772,000, or 23.2%, compared to $3,323,000 in the first nine months of 2015. Most significantly impacting non-interest income in the first nine months of 2016 were gains from bank-owned life insurance of $364,000, gains on investment security transactions of $134,000 and a gain on the sale of loans of $113,000, all infrequently occurring items. In the first nine months of 2015 there were no gains on loan sales and a gain of $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 11.3% and 19.6% respectively, were primarily due to the addition of deposit accounts from the FNBPA acquisition.
Fees for trust services increased by $45,000, or 16.7% in the nine month period ended 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 nine months of 2016 by $88,000, or 32.7%, as sales activity decreased. Fees derived from loan activity increased by $40,000, or 29.6%, due primarily to an increase in title insurance fees. Mortgage banking activity decreased in the first nine months of 2016 as compared to the same period in 2015 and resulted in a decrease in fee income of $38,000, or 26.4%.
As a percentage of average assets, annualized non-interest income, exclusive of net gains on the sale of securities, was 0.92% in the first nine months of 2016 and 0.93% in the first nine months of 2015.
~~Non-interest Expense:~~
Total non-interest expense was $12,956,000 for the first nine months of 2016, $2,029,000, or 18.6%, higher than in the first nine months of 2015. Expenses of $372,000, related to the aforementioned FNBPA acquisition, were recorded in the first nine months of 2016 as compared to $211,000 in the prior year period. Excluding the merger and acquisition expenses, non-interest expense for the first nine months of 2016 was $12,584,000, an increase of 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 $782,000, and employee benefits costs increased by $240,000, representing increases of 17.4% and 16.4%, respectively. Occupancy and equipment expense grew by 16.4%, to $1,399,000. Data processing expense and professional fees increased 16.5% and 26.2%, respectively, in the first nine months of 2016 versus the first nine months of 2015. Premium expense for FDIC insurance increased by 25.0%, as a result of the increased asset size following the FNBPA transaction. Amortization of intangible assets increased by $53,000 in the first 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 nine months of 2016, compared to $211,000 of such expenses recorded in the same period one year ago.
As a percentage of average assets, annualized non-interest expense was 3.01% in the first nine months of 2016 compared to 3.05% in the first nine months of 2015. Merger and acquisition expenses affected these ratios in both comparative periods, by 0.09% in the 2016 period and by 0.06% in the 2015 period.
~~Provision for income taxes:~~
Income tax expense in the first nine months of 2016 was $567,000 as compared to the $349,000 recorded in the first 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 nine months of 2016 and 2015 was $429,000 and $431,000, respectively, offsetting $996,000 in regular tax expense in the 2016 period and $780,000 of regular tax expense in the 2015 period. For the first nine months of 2016, the tax credit lowered the effective tax rate from 22.5% to 12.8% as compared to the same period in 2015, in which the tax credit lowered the effective tax rate from 23.8% to 10.6%.
43

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 ~~nine~~three months of ~~2016,~~2017, overnight borrowings from the Federal Home Loan Bank averaged ~~$11,288,000.~~$29,500,000. As of ~~September 30, 2016,~~March 31, 2017, the Company had short term borrowings and long-term debt with the Federal Home Loan Bank of ~~$13,000,000~~$25,000,000 and $25,000,000, respectively, and had remaining unused borrowing capacity with the Federal Home Loan Bank of ~~$124.3~~$114.8 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 ~~$2,574,000~~$2,418,000 and ~~$2,586,000~~$2,300,000 of financial and performance letters of credit commitments outstanding as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively. Commercial letters of credit as of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015 were $12,400,000.~~2016 totaled $12,650,000. 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 current amount of the liability as of ~~September 30, 2016~~March 31, 2017 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 ~~September 30, 2016, $7,124,000~~March 31, 2017, $8,867,000 remained to be delivered on that commitment, $359,000 of which ~~$428,000~~ has been committed to borrowers.

The Company ~~has no investment in or~~is expected to act as a source of financial ~~relationship with any~~strength to its unconsolidated ~~entities~~subsidiary (LCB). The Company believes that ~~are~~commitment is not reasonably likely to have a material effect on its 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.

4441

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 ~~September 30, 2016,~~March 31, 2017, the Bank exceeded the regulatory requirements to be considered a "well capitalized" financial institution under the new rules. The Bank’s CET1 and Tier 1 Capital ratio was ~~13.24%~~12.59%, its Total Capital ratio was ~~14.00%~~13.34% and ~~itsTier~~its Tier 1 leverage was ~~8.80%~~8.41%. On a consolidated basis, the Company’s CET1 and Tier 1 Capital ratio was 14.33%, and Total Capital ratio and Tier 1 leverage ratio was 15.08% and 9.60%, respectively

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~~There can be 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,~~but 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%~~0.2% of the Company’s total assets as of ~~September 30, 2016.~~March 31, 2017. Management performs an impairment analysis on the entire investment portfolio, including the financial institutions stocks, on a quarterly basis. For the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2017, 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.

42
The equity investments in the Company’s portfolio had ~~an adjusted~~a cost basis of approximately ~~$1,719,000~~$997,000 and a fair value of ~~$2,172,000~~$1,248,000 at ~~September 30, 2016.~~March 31, 2017. Net unrealized gains in this portfolio were approximately ~~$453,000~~$251,000 at ~~September 30, 2016.~~March 31, 2017.

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 ~~$414,000, $507,000, $184,000~~$411,000, $503,000, $140,000 and ~~$(650,000)~~$(739,000), respectively. As the table below indicates, the net effect of interest rate risk on net interest income is ~~minimal~~positive in a rising rate environment through a 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 $ (650 )
300 184
200 507
100 414
0 -
(100 ) (296 )
(200 ) (635 )
(300 ) (1,138 )
(400 ) (1,653 )
Change in Interest Rates (Basis Points) Total Change in Net Interest Income

400 $ (739 )
300 140
200 503
100 411
0 -
(100 ) 131
(200 ) 144
(300 ) (206 )
(400 ) (597 )

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~~2016 for further discussion of this topic.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of ~~September 30, 2016,~~March 31, 2017, 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.

43
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~~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 ~~September 30, 2016,~~March 31, 2017, 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.~~

47
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, 2016.

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:
The Company has an active share repurchase program in place, to which there is no expiration date. As of May 9, 2017, the number of shares that may yet be purchased under the program was 178,279. As shown below, there were no transactions pursuant to the repurchase program in the three month period ended March 31, 2017.

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)

~~July~~January 1-31, ~~2016~~2017 - $ - - ~~26,649~~178,279
~~August 1-31, 2016~~February 1-28, 2017 - - - ~~26,649~~178,279
~~September 1-30, 2016~~March 1-31, 2017 - - - ~~26,649~~178,279

Totals - - ~~26,649~~178,279
44

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 ~~September 30, 2016, $33,979,000~~March 31, 2017, $33,401,000 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
~~Not applicable~~
Item 4. MINE SAFETY DISCLOSURES
Not applicable
~~Not applicable~~
Item 5. OTHER INFORMATION
None
~~None~~
Item 6. EXHIBITS

3.1 ~~3.1~~- Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit ~~3(I)~~3 (I) to the Company’s Form 8-K Current Report filed with the SEC on November 12, 2015)

3.2 ~~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 ~~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 ~~31.1~~ - Rule 13a – 14(a)/15d – 14(a) Certification of President and Chief Executive Officer

31.2 ~~31.2~~ - Rule 13a – 14(a)/15d – 14(a) Certification of Chief Financial Officer

32.1 ~~32.1~~ - Section 1350 Certification of President and Chief Executive Officer

32.2 ~~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

4945

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 ~~11-09-2016~~05-10-2017 By /s/ Marcie A. Barber
Marcie A. Barber, President and Chief Executive Officer (Principal Executive Officer)

Date ~~11-09-2016~~05-10-2017 By /s/ JoAnn N. McMinn
JoAnn N. McMinn,Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

5046

	Three Months Ended September 30, 2016									Three 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	$	1,597		$	(150	)	$	1,447		$	1,154		$	(146	)	$	1,008
Other comprehensive income (loss) :
Unrealized gains (losses) on available for sale securities:
Unrealized holding gains (losses) arising during the period		(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		(5	)		-			(5	)		6			-			6
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)		186			(63	)		123			181			(63	)		118
Other comprehensive income		2,130			(725	)		1,405			764			(258	)		506
Total comprehensive income	$	6,551		$	(1,292	)	$	5,259		$	4,046		$	(607	)	$	3,439

	Three Months Ended March 31, 2017									Three Months Ended March 31, 2016
	Before						Net of			Before					Net of
	Tax			Tax			Tax			Tax		Tax			Tax
	Amount			Effect			Amount			Amount		Effect			Amount
Net income	$	1,789		$	(330	)	$	1,459		$	1,547	$	(255	)	$	1,292
Other comprehensive income:
Unrealized gains on available for sale securities:
Unrealized holding gains arising during the period		258			(88	)		170			1,766		(600	)		1,166
Unrealized holding gains from unconsolidated subsidiary		9			-			9			4		-			4
Less reclassification adjustment for gains included in net income (1) (3)		(504	)		171			(333	)		-		-			-
Amortization of pension net actuarial cost (2) (3)		56			(19	)		37			62		(21	)		41
Other comprehensive (loss) income		(181	)		64			(117	)		1,832		(621	)		1,211
Total comprehensive income	$	1,608		$	(266	)	$	1,342		$	3,379	$	(876	)	$	2,503

	Number										Accumulated
	of										Other						Total
	Shares			Common				Retained			Comprehensive			Treasury			Stockholders'
	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
Net income									3,854									3,854
Other comprehensive income												1,405						1,405
Cash dividends at $0.66 per share									(3,170	)								(3,170	)
Stock-based compensation							50											50
Purchase of treasury stock		(1,000	)												(18	)		(18	)
Common stock issued for equity awards and stock purchase plans		6,914			7		57								-			64
Balance at September 30, 2016		4,804,000		$	4,805	$	18,459	$	39,699		$	(798	)	$	(18	)	$	62,147

	Nine Months Ended September 30,						Three Months Ended March 31,
	2016			2015			2017			2016
Operating activities:
Net income	$	3,854		$	2,933		$	1,459		$	1,292
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		366			302			105			121
Depreciation		447			382			156			147
Net amortization of securities premiums		556			587			156			193
Net amortization of loan origination costs		31			50
Deferred net loan origination fees		(94	)		(124	)
Net amortization of loan origination fees (costs)								15			(11	)
Deferred net loan origination (costs) fees								(103	)		12
Amortization of core deposit intangible		86			33			17			31
Amortization of investment in low income housing partnership		359			359			120			120
Net amortization of purchase fair value adjustments		(7	)		-			(13	)		1
Net realized gain on sales and calls of securities		(134	)		(2	)		(504	)		-
Net loss (gain) on sales and valuation of other real estate owned		56			(13	)
Net loss on sales and valuation of other real estate owned								13			3
Earnings on bank owned life insurance and annuities		(284	)		(288	)		(84	)		(88	)
Deferred income tax expense		31			58
Equity in earnings of unconsolidated subsidiary, net of dividends of $42 and $42		(121	)		(129	)
Deferred income tax (credit) expense								(4	)		4
Equity in earnings of unconsolidated subsidiary, net of dividends of $24 and $18								(23	)		(22	)
Stock-based compensation expense		50			42			21			16
Gain from sale of student loans		(113	)		-			-			(113	)
Mortgage loans originated for sale		(1,582	)		(2,616	)		(450	)		(321	)
Proceeds from mortgage loans sold to others		1,822			2,627			363			484
Mortgage banking income		(106	)		(144	)		(33	)		(35	)
Gain from life insurance proceeds		(364	)		(98	)
Decrease (increase) in accrued interest receivable and other assets		90			(121	)
Decrease in accrued interest receivable and other assets								268			137
Decrease in accrued interest payable and other liabilities		(813	)		(106	)		(246	)		(533	)
Net cash provided by operating activities		4,130			3,732			1,233			1,438
Investing activities:
Purchases of:
Securities available for sale		(36,505	)		(39,061	)		(15,814	)		(3,051	)
FHLB stock		-			(97	)
Premises and equipment		(482	)		(244	)		(251	)		(346	)
Bank owned life insurance and annuities		(50	)		(50	)		(7	)		(12	)
Proceeds from:
Sales of securities available for sale		4,273			18,727			6,578			-
Maturities of and principal repayments on securities available for sale		36,190			27,131			2,994			10,017
Redemption of FHLB stock		636			-			158			398
Sale of student loans		1,706			-			-			1,706
Life insurance claim		1,016			-
Sale of other real estate owned		132			256			339			33
Sale of other assets								20			-
Investment in low income housing partnership		(314	)		-			(1,023	)		-
Net increase in loans		(550	)		(13,584	)		(5,696	)		(1,547	)
Net cash provided by (used in) investing activities		6,052			(6,922	)
Net cash (used in) provided by investing activities								(12,702	)		7,198
Financing activities:
Net increase in deposits		6,199			3,540			15,238			9,109
Net (decrease) increase in short-term borrowings and securities sold under agreements to repurchase		(16,754	)		3,986
Net decrease in short-term borrowings and securities sold under agreements to repurchase								(3,527	)		(27,551	)
Issuance of long-term debt		10,000			-			-			10,000
Repayment of long-term debt		(7,500	)		-
Cash dividends		(3,170	)		(2,765	)		(1,047	)		(1,056	)
Purchase of treasury stock		(18	)		(63	)		-			(18	)
Common stock issued for employee stock plans		64			-			39			-
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
Net cash provided by (used in) financing activities								10,703			(9,516	)
Net decrease in cash and cash equivalents								(766	)		(880	)
Cash and cash equivalents at beginning of year		10,458			6,767			9,559			10,458
Cash and cash equivalents at end of period	$	9,461		$	8,332		$	8,793		$	9,578
Supplemental information:
Interest paid	$	1,673		$	1,611		$	676		$	561
Income taxes paid		200			100			-			-
Supplemental schedule of noncash investing and financing activities:
Transfer of loans to other real estate owned	$	289		$	571		$	371		$	124
Transfer of loans to repossessed vehicles		20			-

Purchase price assigned to FNBPA common shares	$	10,637
exchanged for 607,815 Juniata common shares
Purchase price assigned to FNBPA common shares exchanged for cash		2,208
Total purchase price		12,845
FNBPA net assets acquired:
Tangible common equity		9,854
Adjustments to reflect assets acquired and liabilities assumed at fair value:
Total fair value adjustments		(523	)
Associated deferred income taxes		179
Fair value adjustment to net assets acquired, net of tax		(344	)
Total FNBPA net assets acquired		9,510
Goodwill resulting from the merger	$	3,335

Total purchase price	$	12,845

Net assets acquired
Cash and cash equivalents		3,452
Interest-bearing time deposits		350
Investment securities		35,458
Loans		47,055
Premises and equipment		419
Accrued interest receivable		550
Core deposit and other intangibles		343
Other real estate owned		114
Other assets		763
Deposits		(77,665	)
Accrued interest payable		(13	)
Other liabilities		(1,316	)
		9,510
Goodwill	$	3,335

	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

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

	3/31/2017			12/31/2016
Unrealized gains (losses) on available for sale securities	$	(1,021	)	$	(866	)
Unrecognized expense for defined benefit pension		(2,305	)		(2,343	)
Accumulated other comprehensive loss	$	(3,326	)	$	(3,209	)

(Amounts, except earnings per share, in thousands)
	Three Months		Three Months
	Ended		Ended
	March 31, 2017		March 31, 2016

Net income	$	1,459	$	1,292
Weighted-average common shares outstanding		4,757		4,798
Basic earnings per share	$	0.31	$	0.27

Weighted-average common shares outstanding		4,757		4,798
Common stock equivalents due to effect of stock options		5		-
Total weighted-average common shares and equivalents		4,762		4,798
Diluted earnings per share	$	0.31	$	0.27

	September 30, 2016
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	$	-	$	-	$	-	$	-
After one year but within five years		17,495		17,579		87		(3	)
After five years but within ten years		18,559		18,555		15		(19	)
		36,054		36,134		102		(22	)
Obligations of state and political subdivisions
Within one year		3,038		3,041		3		-
After one year but within five years		13,242		13,407		168		(3	)
After five years but within ten years		8,573		8,686		115		(2	)
After ten years		-		-		-		-
		24,853		25,134		286		(5	)
Mortgage-backed securities		85,253		86,520		1,267		-
Equity securities		1,719		2,172		464		(11	)
Total	$	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	)

	December 31, 2016
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	$	-	$	-	$	-	$	-
After one year but within five years		19,495		19,331		13		(177	)
After five years but within ten years		17,000		16,468		-		(532	)
		36,495		35,799		13		(709	)
Obligations of state and political subdivisions
Within one year		2,819		2,820		2		(1	)
After one year but within five years		13,268		13,240		39		(67	)
After five years but within ten years		10,923		10,599		16		(340	)
After ten years		-		-		-		-
		27,010		26,659		57		(408	)
Mortgage-backed securities		86,670		85,702		114		(1,082	)
Equity securities		1,615		2,328		713		-
Total	$	151,790	$	150,488	$	897	$	(2,199	)

	Unrealized Losses at September 30, 2016															Unrealized Losses at March 31, 2017
	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	$	9,478	$	(22	)	$	-	$	-		$	9,478	$	(22	)	$	34,863	$	(629	)	$	-	$	-		$	34,863	$	(629	)
Obligations of state and political subdivisions		3,238		(4	)		302		(1	)		3,540		(5	)		13,359		(287	)		301		(1	)		13,660		(288	)
Mortgage-backed securities		-		-			-		-			-		-			79,932		(1,116	)		-		-			79,932		(1,116	)
Debt securities		12,716		(26	)		302		(1	)		13,018		(27	)		128,154		(2,032	)		301		(1	)		128,455		(2,033	)

Equity securities		13		(1	)		30		(10	)		43		(11	)		4		(1	)		-		-			4		(1	)

Total temporarily impaired securities	$	12,729	$	(27	)	$	332	$	(11	)	$	13,061	$	(38	)	$	128,158	$	(2,033	)	$	301	$	(1	)	$	128,459	$	(2,034	)

	Unrealized Losses at December 31, 2015																Unrealized Losses at December 31, 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	$	10,887	$	(102	)		$	12,814	$	(179	)	$	23,701	$	(281	)	$	32,783	$	(709	)	$	-	$	-		$	32,783	$	(709	)
Obligations of state and political subdivisions		7,469		(13	)			692		(7	)		8,161		(20	)		17,437		(406	)		300		(2	)		17,737		(408	)
Mortgage-backed securities		57,454		(631	)			-		-			57,454		(631	)		68,989		(1,082	)		-		-			68,989		(1,082	)
Debt securities		75,810		(746	)			13,506		(186	)		89,316		(932	)		119,209		(2,197	)		300		(2	)		119,509		(2,199	)

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

Total temporarily impaired securities	$	75,872	$	(749	)		$	13,581	$	(201	)	$	89,453	$	(950	)	$	119,209	$	(2,197	)	$	300	$	(2	)	$	119,509	$	(2,199	)

As of September 30, 2016	Pass		Special Mention		Substandard		Doubtful		Total
As of March 31, 2017											Pass		Special Mention		Substandard		Doubtful		Total

Commercial, financial and agricultural	$	32,601	$	5,077	$	975	$	-	$	38,653	$	39,305	$	5,231	$	984	$	19	$	45,539
Real estate - commercial		103,987		12,433		7,177		989		124,586		111,728		20,419		6,424		989		139,560
Real estate - construction		19,729		4,092		6,931		-		30,752		13,730		246		6,319		-		20,295
Real estate - mortgage		148,119		4,919		4,769		1,715		159,522		141,238		4,128		3,818		1,563		150,747
Obligations of states and political subdivisions		13,791		66		-		-		13,857		16,563		1,085		-		-		17,648
Personal		9,838		60		11		-		9,909		9,857		47		9		-		9,913
Total	$	328,065	$	26,647	$	19,863	$	2,704	$	377,279	$	332,421	$	31,156	$	17,554	$	2,571	$	383,702

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, 2016	Pass		Special Mention		Substandard		Doubtful		Total

Commercial, financial and agricultural	$	34,510	$	5,104	$	1,213	$	-	$	40,827
Real estate - commercial		100,153		15,843		6,726		989		123,711
Real estate - construction		24,702		4,044		6,460		-		35,206
Real estate - mortgage		144,353		4,426		4,496		1,630		154,905
Obligations of states and political subdivisions		12,431		1,185		-		-		13,616
Personal		9,970		52		10		-		10,032
Total	$	326,119	$	30,654	$	18,905	$	2,619	$	378,297

	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	$	-

					March 31, 2017		December 31, 2016
Nonaccrual loans:	September 30, 2016		December 31, 2015
Commercial, financial and agricultural	$	-	$	-
Real estate - commercial		1,120		1,286	$	1,013	$	1,016
Real estate - construction		-		-
Real estate - mortgage		3,838		2,402		3,187		3,717
Personal		1		-		2		-
Total	$	4,959	$	3,688	$	4,202	$	4,733

As of March 31, 2017	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	$	-		38		-	$	38	$	45,501	$	45,539	$	-
Real estate - commercial														-
Real estate - commercial		706		-		-		706		138,639		139,345		-
Acquired with credit deterioration		182		-		33		215		-		215		33
Real estate - construction		515		66		-		581		19,714		20,295		-
Real estate - mortgage														-
Real estate - mortgage		734		96		-		830		149,550		150,380		-
Acquired with credit deterioration		-		-		137		137		230		367		137
Obligations of states and political subdivisions		-		-		-		-		17,648		17,648		-
Personal		44		11		-		55		9,858		9,913		-
Total	$	2,181	$	211	$	170	$	2,562	$	381,140	$	383,702	$	170

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	$	-		50		-	$	50	$	38,603	$	38,653	$	-
Real estate - commercial		28		-		989		1,017		122,919		123,936
Real estate - commercial														-
Acquired with credit deterioration		196		-		454		650		-		650		454
Real estate - construction		508		-		-		508		30,244		30,752		-
Real estate - mortgage		545		679		2,914		4,138		154,962		159,100		49
Real estate - mortgage														-
Acquired with credit deterioration		-		-		139		139		283		422		139
Obligations of states and political subdivisions		-		-		-		-		13,857		13,857		-
Personal		38		-		-		38		9,871		9,909		-
Total	$	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		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Recorded Investment
As of September 30, 2016
As of March 31, 2017
Accruing troubled debt restructurings:
Real estate - mortgage										7	$	369	$	397	$	334
Commercial, financial, agricultural										1		19		20		19

Non-accruing troubled debt restructurings:
Real estate - mortgage										1		25		25		22
										9	$	413	$	442	$	375
As of December 31, 2016
Accruing troubled debt restructurings:
Real estate - mortgage		6	$	254	$	282	$	217		7	$	369	$	397	$	340

Non-accruing troubled debt restructurings:
Real estate - mortgage		1		25		25		24		1		25		25		23
		7	$	279	$	307	$	241		8	$	394	$	422	$	363

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:	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
Beginning balance, January 1, 2017																				$	318	$	948	$	231		$	1,143		$	-	$	83		$	2,723
Charge-offs		-			(4	)		-		(10	)		-		(7	)		(21	)		-		-		-			(64	)		-		(6	)		(70	)
Recoveries		-			-			-		-			-		4			4			-		-		-			44			-		3			47
Provisions		2			59			12		45			-		14			132			50		120		(105	)		37			-		3			105
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
Ending balance, March 31, 2017																				$	368	$	1,068	$	126		$	1,160		$	-	$	83		$	2,805

	FNBPA		FNBPA		Branch
	Acquisition		Acquisition		Acquisition
	Core		Other		Core
	Deposit		Intangible		Deposit
	Intangible		Assets		Intangible
Beginning Balance at Acquisition Date	$	303	$	40	$	431
Amortization expense recorded prior to January 1, 2016		4		2		402
Amortization expense recorded in the twelve months ended December 31, 2016		55		20		29
Unamortized balance as of December 31, 2016		244		18	$	-
Amortization expense recorded in the three months ended March 31, 2017		12		5
Unamortized balance as of March 31, 2017	$	232	$	13

Scheduled remaining amortization expense for years ended:
December 31, 2017	$	37	$	13
December 31, 2018		44		-
December 31, 2019		38		-
December 31, 2020		33		-
December 31, 2021		27		-
After December 31, 2021		53		-

			(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

September 30, 2016	Fair Value Estimate		Valuation Technique	Unobservable Input	Range		Weighted Average
March 31, 2017										Fair Value Estimate		Valuation Technique	Unobservable Input	Range	Weighted Average

Impaired loans	$	2,659	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)		7% - 50%		8.8	%	$	2,669	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)	7% - 42%		9.1	%
Other real estate owned		109	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)		49%		49	%		121	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)	23 - 72%		42	%
Mortgage servicing rights		196	Multiple of annual servicing fee	Estimated pre-payment speed, based on rate and term		300% - 400%		361	%		206	Multiple of annual servicing fee	Estimated pre-payment speed, based on rate and term	300% - 400%		369	%