10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended March 31, 2020

or

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                 

001-38627

(Commission File Number)

RIVERVIEW FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	38-3917371
(State of incorporation)	(IRS Employer Identification Number)
3901 North Front Street, Harrisburg, PA	17110
(Address of principal executive offices)	(Zip code)

(717) 957-2196

(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.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months or for such shorter period that the registrant was required to submit such files.    Yes  ☒    No  ☐

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

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	RIVE	Nasdaq Global Market

Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date: 9,240,492 at April 29, 2020.

RIVERVIEW FINANCIAL CORPORATION

FORM 10-Q

For the Quarter Ended March 31, 2020

Contents		Page No.
PART I.	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets at March 31, 2020 and December  31, 2019		3
	Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2020 and 2019		4
	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2020 and 2019		5
	Consolidated Statements of Cash Flows for the Three Months Ended March  31, 2020 and 2019		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		40
Item 4.	Controls and Procedures		40
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings		40
Item 1A.	Risk Factors		40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		40
Item 3.	Defaults upon Senior Securities		40
Item 4.	Mine Safety Disclosures		40
Item 5.	Other Information		40
Item 6.	Exhibits		41
	Signatures		42

Riverview Financial Corporation

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands, except per share data)

	March 31, 2020			December 31, 2019
Assets:
Cash and due from banks	$	12,128		$	11,838
Interest-bearing deposits in other banks		61,107			38,510
Investment securities available-for-sale		68,402			91,247
Loans held for sale		272			81
Loans, net		887,449			852,109
Less: allowance for loan losses		8,251			7,516
Net loans		879,198			844,593
Premises and equipment, net		18,875			17,852
Accrued interest receivable		2,589			2,414
Goodwill		24,754			24,754
Intangible assets		2,566			2,736
Other assets		47,152			45,929
Total assets	$	1,117,043		$	1,079,954
Liabilities:
Deposits:
Noninterest-bearing	$	148,633		$	147,405
Interest-bearing		809,870			793,075
Total deposits		958,503			940,480
Short-term borrowings
Long-term debt		26,992			6,971
Accrued interest payable		424			435
Other liabilities		12,683			13,958
Total liabilities		998,602			961,844
Stockholders’ equity:
Common stock: no par value, authorized 20,000,000 shares; March 31, 2020, issued and outstanding 9,236,039 shares; December 31, 2019, issued and outstanding 9,216,616 shares		102,386			102,206
Capital surplus		134			112
Retained earnings		16,081			16,140
Accumulated other comprehensive loss		(160	)		(348	)
Total stockholders’ equity		118,441			118,110
Total liabilities and stockholders’ equity	$	1,117,043		$	1,079,954

See notes to consolidated financial statements.

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Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands, except per share data)

For the three months ended March 31,	2020			2019
Interest income:
Interest and fees on loans:
Taxable	$	9,782		$	10,688
Tax-exempt		245			230
Interest on investment securities available-for-sale:
Taxable		535			740
Tax-exempt		37			69
Interest on interest-bearing deposits in other banks		89			231
Interest on federal funds sold
Total interest income		10,688			11,958
Interest expense:
Interest on deposits		1,789			2,073
Interest on short-term borrowings		5
Interest on long-term debt		123			134
Total interest expense		1,917			2,207
Net interest income		8,771			9,751
Provision for loan losses		1,800			583
Net interest income after provision for loan losses		6,971			9,168
Noninterest income:
Service charges, fees and commissions		1,381			1,053
Commission and fees on fiduciary activities		213			260
Wealth management income		220			247
Mortgage banking income		108			106
Bank owned life insurance investment income		193			187
Net gain (loss) on sale of investment securities available-for-sale		815			(42	)
Total noninterest income		2,930			1,811
Noninterest expense:
Salaries and employee benefits expense		5,056			7,510
Net occupancy and equipment expense		1,180			1,089
Amortization of intangible assets		170			194
Net cost (benefit) of operation of other real estate owned		(11	)		127
Other expenses		2,817			3,044
Total noninterest expense		9,212			11,964
Income (loss) before income taxes		689			(985	)
Income tax expense (benefit)		56			(298	)
Net income (loss)		633			(687	)
Other comprehensive income (loss):
Unrealized gain (loss) on investment securities available-for-sale	$	1,053		$	1,023
Reclassification adjustment for net (gain) loss on sale of investment securities available-for-sale included in net income		(815	)		42
Income tax expense related to other comprehensive income		50			224
Other comprehensive income, net of income taxes		188			841
Comprehensive income	$	821		$	154
Per share data:
Net income (loss):
Basic	$	0.07		$	(0.08	)
Diluted	$	0.07		$	(0.08	)
Average common shares outstanding:
Basic		9,223,445			9,143,316
Diluted		9,233,060			9,143,316
Dividends declared	$	0.08		$	0.10

See notes to consolidated financial statements.

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Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands, except per share data)

	Common Stock		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, January 1, 2020	$	102,206	$	112		$	16,140		$	(348	)	$	118,110
Net income							633						633
Other comprehensive income, net of income taxes										188			188
Issuance under ESPP, 401k and Dividend Reinvestment plans: 19,423 shares		180											180
Stock based compensation				22									22
Dividends declared, $0.08 per share							(692	)					(692	)
Balance, March 31, 2020	$	102,386	$	134		$	16,081		$	(160	)	$	118,441
Balance, January 1, 2019	$	101,134	$	332		$	15,063		$	(2,619	)	$	113,910
Net income (loss)							(687	)					(687	)
Other comprehensive income, net of income taxes										841			841
Issuance under ESPP, 401k and Dividend Reinvestment plans: 15,223 shares		175											175
Exercise of stock options: 17,821 shares		191		(25	)								166
Dividends declared, $0.10 per share							(915	)					(915	)
Balance, March 31, 2019	$	101,500	$	307		$	13,461		$	(1,778	)	$	113,490

See notes to consolidated financial statements.

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Riverview Financial Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands, except per share data)

For the Three Months Ended March 31,	2020			2019
Cash flows from operating activities:
Net income (loss)	$	633		$	(687	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of premises and equipment		320			300
Provision for loan losses		1,800			583
Stock based compensation		22
Net amortization of investment securities available-for-sale		169			216
Net cost (benefit) of operation of other real estate owned		(11	)		127
Net (gain) loss on sale of investment securities available-for-sale		(815	)		42
Amortization of purchase adjustment on loans		(132	)		(439	)
Amortization of intangible assets		170			194
Amortization of assumed discount on long-term debt		21			20
Deferred income taxes		53			(61	)
Proceeds from sale of loans originated for sale		2,791			4,443
Net gain on sale of loans originated for sale		(108	)		(106	)
Loans originated for sale		(2,874	)		(4,395	)
Bank owned life insurance investment income		(193	)		(187	)
Net change in:
Accrued interest receivable		(175	)		(8	)
Other assets		(2	)		(2,613	)
Accrued interest payable		(11	)		(9	)
Other liabilities		(1,275	)		1,363
Net cash provided by (used in) operating activities		383			(1,217	)
Cash flows from investing activities:
Investment securities available-for-sale:
Purchases		(7,317	)		(7,647	)
Proceeds from repayments		3,878			3,707
Proceeds from sales		27,168			8,740
Proceeds from the sale of other real estate owned		68			133
Net (increase) decrease in restricted equity securities		(867	)		46
Net (increase) decrease in loans		(36,594	)		15,108
Purchases of premises and equipment		(1,343	)		(447	)
Net cash provided by (used in) investing activities		(15,007	)		19,640
Cash flows from financing activities:
Net increase (decrease) in deposits		18,023			(3,564	)
Net decrease in short-term borrowings
Repayment of long-term debt
Proceeds from long-term debt		20,000
Issuance under ESPP, 401k and DRP plans		180			175
Proceeds from exercise of stock options					166
Cash dividends paid		(692	)		(915	)
Net cash provided by (used in) financing activities		37,511			(4,138	)
Net increase in cash and cash equivalents		22,887			14,285
Cash and cash equivalents—beginning		50,348			53,816
Cash and cash equivalents—ending	$	73,235		$	68,101
Supplemental disclosures:
Cash paid during the period for:
Interest	$	1,928		$	2,216
Noncash items from operating activities:
Operating lease right-of-use assets and liabilities				$	3,719
Supplemental schedule of noncash investing and financing activities:
Other real estate acquired in settlement of loans	$	321

See notes to consolidated financial statements.

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Riverview Financial Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

1. Summary of significant accounting policies:

Nature of Operations

Riverview Financial Corporation, (the “Company” or “Riverview”), a bank holding company incorporated under the laws of Pennsylvania, provides a full range of financial services through its wholly-owned subsidiary, Riverview Bank (the “Bank”).

Riverview Bank, with twenty seven (27) full service offices and four (4) limited purpose offices, is a full service commercial bank offering a wide range of traditional banking services and financial advisory, insurance and investment services to individuals, municipalities and small-to-medium sized businesses in the Pennsylvania market areas of Berks, Blair, Bucks, Centre, Clearfield, Cumberland, Dauphin, Huntingdon, Lebanon, Lehigh, Lycoming, Perry, Schuylkill and Somerset Counties. The Wealth and Trust Management divisions of the Bank provide trust and investment advisory services to the general public and businesses.

Basis of presentation:

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP’) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current year’s presentation. These reclassifications did not have any effect on the operating results or financial position of the Company. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for complete financial statements. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10-K, filed on March 16, 2020.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided. Actual results could differ from those estimates.

The operating results and financial position of the Company for the three months ended as of March 31, 2020, are not necessarily indicative of the results of operations and financial position that may be expected in the future. This is especially true given the recent outbreak of the Coronavirus (“COVID-19”) pandemic which may adversely affect the Company’s business results of operations and financial conditions for an indefinite period.

Beginning in the first quarter of 2020, the COVID-19 pandemic has caused disruption in economic and social activity, both globally and in the United States. The spread of COVID-19, and the related government actions to mandate or encourage quarantines and social distancing, have caused severe disruptions in the U.S. economy, which has and will likely continue to, in turn, disrupt the business, activities, and operations of our customers, as well as our own business and operations.

The national public health crisis arising from the COVID-19 pandemic and public expectations about it, combined with certain pre-existing factors, including, but not limited to, international trade disputes, inflation risks, and oil price volatility, could further destabilize the financial markets and the markets in which Riverview operates. The resulting impacts of the pandemic on consumers, including the sudden significant increase in the unemployment rate, is expected to cause changes in consumer and business spending, borrowing needs and saving habits, which will likely affect the demand for loans and other products and services Riverview offers, as well as the creditworthiness of potential and current borrowers. The significant decrease in commercial activity associated with the pandemic, both nationally and in Riverview’s markets, may cause customers, vendors, and counterparties to be unable to meet existing payment or other obligations to Riverview and the Bank.

Riverview’s business is dependent upon the willingness and ability of its customers to conduct banking and other financial transactions. Riverview expects the pandemic to limit, at least for a period of time, customer demand for many banking activities. Many companies and residents in our market area are subject to mandatory “non-essential business” shut-downs and “stay at home” orders, which have reduced banking activity across our market area. In response to these mandates, Riverview has temporarily limited most locations to drive-up and ATM services, with lobby access available by appointment only, reduced hours

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of operation at some locations and encouraged our customers to use electronic banking platforms. We expect these measures to remain in place for an undetermined period of time. In addition, the use of quarantines and social distancing methods to curtail the spread of COVID-19—whether mandated by governmental authorities or recommended as a public health practice—may adversely affect Riverview’s operations as key personnel, employees and customers avoid physical interaction. The continued spread of COVID-19 could also negatively impact the business and operations of third-party service providers who perform critical services for Riverview’s business. It is not yet known what impact these operational changes may have on Riverview’s financial performance.

There continue to be broad concerns related to the potential effects of the COVID-19 pandemic. Even after government mandated stay at home orders expire, the aftereffects of the pandemic may continue to have an adverse effect on, among other things, (i) our ability to attract customer deposits, (ii) the ability of our borrowers to satisfy their obligations to us, (iii) the demand for our loans or our other products and services and/or (iv) unemployment rates, financial markets, real estate markets or economic growth.

The outbreak of COVID-19 has significantly affected the financial markets and has resulted in a number of responses by the U.S. government, including a reduction in interest rates by the Federal Reserve. These reductions in interest rates, especially if prolonged, could adversely affect our net interest income, margins and our profitability.

The COVID-19 pandemic and its impact on the economy heighten the risks related to economic conditions in our market areas, interest rates, loan losses and reliance on our executives and third-party service providers. For example, borrower loan defaults that adversely affect Riverview’s earnings correlate with deteriorating economic conditions, which, in turn, may impact borrowers’ creditworthiness. If our borrowers are unable to meet their payment obligations to us, we will be required to increase our allowance for the losses through provisions for credit losses. In addition, loan programs adopted by the federal government, such as the Paycheck Protection Program (“PPP”), while intended to lessen the impact of the pandemic on businesses, may result in a decreased demand for Riverview’s loan products.

The impact of the pandemic on Riverview’s financial results is evolving and uncertain. The Company expects Riverview’s net interest income and non-interest income to decline and credit-related losses to increase for an uncertain period given the decline in economic activity occurring due to the coronavirus and the actions by the Federal Reserve with respect to interest rates. We believe that we may experience a material adverse effect in our business, results of operations and financial condition as a result of the COVID-19 pandemic for an indefinite period. Material adverse impacts may include all or a combination of valuation impairments on Riverview’s intangible assets, investments, loans or deferred taxes.

As of the March 31, 2020, the Company does not believe there exists any impairment to our goodwill, intangible assets, long-lived assets, right of use assets, or available-for-sale investment securities due to the COVID-19 pandemic. The Company assessed goodwill and concluded there was no impairment present based on the results of a qualitative test as of March 31, 2020. It is uncertain whether prolonged effects of the COVID-19 pandemic will result in future impairment charges related to any of the aforementioned assets.

Accounting Standards Adopted in 2020

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. The update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This accounting guidance became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. The Company should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The impairment charge is limited to the amount of goodwill allocated to that reporting unit. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of the new guidance on January 1, 2020 did not have a material effect on the Company’s financial position, results of operations or disclosures.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments in this Update improve the effectiveness of fair value measurement disclosures by modifying the disclosure requirements on fair value measurements in Topic 820, Fair Value

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Measurement, based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The ASU became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This guidance aligns the accounting for implementation costs related to a hosting arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Common examples of hosting arrangements include software as a service, platform or infrastructure as a service and other similar types of hosting arrangements. While capitalized costs related to internal-use software is generally considered an intangible asset, costs incurred to implement a cloud computing arrangement that is a service contract would typically be characterized in the company’s financial statements in the same manner as other service costs (e.g., prepaid expense). The new guidance provides that an entity would be required to amortize capitalized implementation costs over the term of the hosting arrangement on a straight-line basis unless another systematic and rational basis is more representative of the pattern in which the entity expects to benefit from access to the hosted software. This update became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

Recent Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. ASU No. 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in earlier recognition of credit losses. ASU No. 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. In November 2018, the FASB issued ASU No. 2018-19—Codification Improvements to Topic 326, Financial Instruments—Credit Losses. The amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In May 2019, the FASB issued ASU No. 2019-05 “Financial Instruments-Credit Losses (Topic 326)-Targeted Transition Relief” which amends ASU No. 2016-13 to allow companies to irrevocably elect, upon adoption of ASU No, 2016-13, the fair value option on financial instruments that were previously recorded at amortized cost and are within the scope of ASC 326-20 if the instruments are eligible for the fair value option under ASC 825-10. The fair value option election does not apply to held-to-maturity debt securities. Entities are required to make this election on an instrument-by-instrument basis. In November 2019, the FASB issued ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which provides specific improvements and clarifications to the guidance in Topic 326. Addresses expected recoveries for purchased financial assets with credit deterioration, transition relief for troubled debt restructurings, disclosures related to accrued interest receivables, financial assets secured by collateral maintenance provisions, and conforming cross-references to Subtopic 805-20. In December 2018, the federal bank regulatory agencies approved a final rule that modifies their regulatory capital rules and provides institutions the option to phase in over a three-year period any day-one regulatory capital effects of the new accounting standard. The Company has formed an internal management committee and engaged a third-party vendor to assist with the transition to the guidance set forth in this update. The committee is currently evaluating the impact of this update on the Company’s Consolidated Financial Statements, but the ALLL is expected to increase upon adoption since the allowance will be required to cover the full expected life of the portfolio. The extent of this increase is still being evaluated and will depend on economic conditions and the composition of the loan and lease portfolio at the time of adoption. Management is currently evaluating the preliminary modeling results, including a qualitative framework to account for the drivers of credit losses that are not captured by the quantitative model. In October 2019, the FASB affirmed its previously proposed amendment to delay the effective date for small reporting public companies to interim and annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company currently expects as of January 1, 2023 to recognize a one-time cumulative effect adjustment to increase the ALLL with an offsetting reduction to the retained earnings component of equity.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)—Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans”. Subtopic 715-20 addresses the disclosure of other accounting and reporting requirements related to single-employer defined benefit pension or other postretirement benefit plans. The amendments in this Update remove disclosures that no longer are considered cost-beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. Although narrow in scope, the amendments are considered an important part of the Board’s efforts to improve the effectiveness of disclosures in the notes to financial statements by applying concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The amendments in this Update apply to all employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for all entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The adoption of the new guidance is not expected to have a material effect on the Company’s financial position, results of operations or disclosures.

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In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes”, an update to simplify the accounting for income taxes by removing certain exceptions in Topic 740 Income Taxes. In addition, ASU No. 2019-12 improves consistent application of other areas of guidance within Topic 740 by clarifying and amending existing guidance. The new guidance is effective fiscal years beginning after December 15, 2020. The adoption of the new guidance is not expected to have a material effect on the Company’s financial position, results of operations or disclosures.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)”. In response to concerns about structural risks of interbank offered rates (“IBORs”), and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The amendments in this Update provide optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered “minor” so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. An entity may elect to apply ASU 2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We are evaluating the impacts of this ASU and have not yet determined whether LIBOR transition and this ASU will have a material effect on our business operations and consolidated financial statements.

2. Other comprehensive income (loss):

The components of other comprehensive income (loss) and their related tax effects are reported in the Consolidated Statements of Income and Comprehensive Income (Loss). The accumulated other comprehensive income (loss) included in the Consolidated Balance Sheets relates to net unrealized gains and losses on investment securities available-for-sale and benefit plan adjustments.

The components of accumulated other comprehensive income (loss) included in stockholders’ equity at March 31, 2020 and December 31, 2019 is as follows:

	March 31, 2020			December 31, 2019
Net unrealized loss on investment securities available-for-sale	$	914		$	676
Income tax benefit		192			142
Net of income taxes		722			534
Benefit plan adjustments		(1,117	)		(1,117	)
Income tax benefit		(235	)		(235	)
Net of income taxes		(882	)		(882	)
Accumulated other comprehensive loss	$	(160	)	$	(348	)

10

Other comprehensive income (loss) and related tax effects for the three months ended March 31, 2020 and 2019 is as follows:

Three months ended March 31,	2020			2019
Unrealized gain (loss) on investment securities available-for-sale	$	1,053		$	1,023
Net loss (gain) on the sale of investment securities available-for-sale (1)		(815	)		42
Other comprehensive gain (loss) before taxes		238			1,065
Income tax expense (benefit)		50			224
Other comprehensive gain (loss)	$	188		$	841

⁽¹⁾  Represents amounts reclassified out of accumulated other comprehensive income and included in net loss (gain) on sale of investment securities on the consolidated statements of income and comprehensive income.

3. Earnings per share:

Basic earnings per share is computed by dividing net income (loss) divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The following table provides a reconciliation between the computation of basic earnings per share and diluted earnings per share for the three months ended March 31, 2020 and 2019:

Three months ended March 31,	2020		2019
Numerator:
Net income (loss)	$	633	$	(687	)
Denominator:
Basic		9,223,445		9,143,316
Dilutive options		9,615
Diluted		9,233,060		9,143,316
Earnings per share:
Basic	$	0.07	$	(0.08	)
Diluted	$	0.07	$	(0.08	)

For the three months ended March 31, 2020, there were 37,200 outstanding stock options that were excluded from the dilutive earnings per share calculation because their effect was antidilutive. None of the outstanding stock options for the three months ended March 31, 2019 were included in the diluted earnings per share calculation because the Company recognized a net loss for the quarter.

4. Investment securities:

The amortized cost and fair value of investment securities available-for-sale aggregated by investment category at March 31, 2020 and December 31, 2019 are summarized as follows:

March 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and municipals:
Taxable	$	9,736	$	423	$	6	$	10,153
Tax-exempt		8,448		36		142		8,342
Mortgage-backed securities:
U.S. Government agencies		28,508		800				29,308
U.S. Government-sponsored enterprises		17,296		546				17,842
Corporate debt obligations		3,500				743		2,757
Total	$	67,488	$	1,805	$	891	$	68,402

11

December 31, 2019	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and municipals:
Taxable	$	24,365	$	466	$	7	$	24,824
Tax-exempt		4,260		73				4,333
Mortgage-backed securities:
U.S. Government agencies		36,024		294		184		36,134
U.S. Government-sponsored enterprises		22,422		265		42		22,645
Corporate debt obligations		3,500				189		3,311
Total	$	90,571	$	1,098	$	422	$	91,247

The maturity distribution of the fair value, which is the net carrying amount, of the debt securities classified as available-for-sale at March 31, 2020, is summarized as follows:

March 31, 2020	Fair Value
Within one year	$	477
After one but within five years		5,423
After five but within ten years		6,486
After ten years		8,866
		21,252
Mortgage-backed securities		47,150
Total	$	68,402

Securities with a fair value of $46,152 and $63,389 at March 31, 2020 and December 31, 2019, respectively, were pledged to secure public deposits as required or permitted by law.

Securities and short-term investment activities are conducted with a diverse group of government entities, corporations and state and local municipalities. The counterparty’s creditworthiness and type of collateral is evaluated on a case-by-case basis. At March 31, 2020 and December 31, 2019, there were no significant concentrations of credit risk from any one issuer, with the exception of U.S. Government agencies and sponsored enterprises that exceeded 10.0 percent of stockholders’ equity.

The fair value and gross unrealized losses of investment securities with unrealized losses for which an other-than-temporary impairment (“OTTI”) has not been recognized at March 31, 2020 and December 31, 2019, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized as follows:

	Less Than 12 Months				12 Months or More				Total
March 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and municipals:
Taxable	$	785	$	6	$		$		$	785	$	6
Tax-exempt
Mortgage-backed securities:
U.S. Government agencies		4,094		142						4,094		142
U.S. Government-sponsored enterprises
Corporate debt obligation						2,757		743		2,757		743
Total	$	4,879	$	148	$	2,757	$	743	$	7,636	$	891

12

	Less Than 12 Months				12 Months or More				Total
December 31, 2019	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and municipals:
Taxable		1,280	$	7	$		$		$	1,280	$	7
Tax-exempt
Mortgage-backed securities:
U.S. Government agencies		15,799		184						15,799		184
U.S. Government-sponsored enterprises						3,245		42		3,245		42
Corporate debt obligations						3,311		189		3,311		189
Total	$	17,079	$	191	$	6,556	$	231	$	23,635	$	422

The Company had 10 investment securities, consisting of two taxable state and municipal obligations, seven mortgage-backed securities, and one corporate debt obligation that were in unrealized loss positions at March 31, 2020. Of these securities, one corporate debt obligation was in a continuous unrealized loss position for twelve months or more. Management does not consider the unrealized losses on the debt securities resulting from changes in interest rates to be OTTI based on historical evidence that indicates the cost of these securities is recoverable within a reasonable period of time in relation to normal cyclical changes in the market rates of interest. Moreover, because there has been no material change in the credit quality of the issuers or other events or circumstances that may cause a significant adverse impact on the fair value of these securities, and management does not intend to sell these securities and it is unlikely that the Company will be required to sell these securities before recovery of their amortized cost basis, which may be maturity, the Company does not consider the unrealized losses to be OTTI at March 31, 2020. There was no OTTI recognized for the three months ended March 31, 2020 and 2019.

The Company had 22 investment securities, consisting of two taxable state and municipal obligations, 19 mortgage-backed securities and one corporate obligation that were in unrealized loss positions at December 31, 2019. Of these securities, four mortgage-backed securities and one corporate obligation were in a continuous unrealized loss position for twelve months or more.

5. Loans, net and allowance for loan losses:

The major classifications of loans outstanding, net of deferred loan origination fees and costs at March 31, 2020 and December 31, 2019 are summarized as follows. Net deferred loan costs were $885 and $1,129 at March 31, 2020 and December 31, 2019.

	March 31, 2020		December 31, 2019
Commercial	$	121,128	$	118,658
Real estate:
Construction		72,580		61,831
Commercial		476,573		455,901
Residential		209,749		207,354
Consumer		7,419		8,365
Total	$	887,449	$	852,109

The change in the allowance for loan losses account by major loan classifications for the three months ended March 31, 2020 and 2019 is summarized as follows:

				Real Estate
March 31, 2020	Commercial			Construction		Commercial			Residential			Consumer			Unallocated		Total
Allowance for loan losses:
Beginning Balance, January 1, 2020	$	1,953		$	473	$	3,115		$	1,820		$	155				$	7,516
Charge-offs		(899	)				(95	)					(130	)				(1,124	)
Recoveries		2					1						56					59
Provisions		615			222		896			(107	)		71		$	103		1,800
Ending balance	$	1,671		$	695	$	3,917		$	1,713		$	152		$	103	$	8,251

13

				Real Estate
March 31, 2019	Commercial			Construction			Commercial		Residential		Consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance, January 1, 2019	$	1,162		$	404		$	3,298	$	1,286	$	50		$	148		$	6,348
Charge-offs		(376	)									(144	)					(520	)
Recoveries		5						1		1		68						75
Provisions		232			(123	)		160		279		183			(148	)		583
Ending balance	$	1,023		$	281		$	3,459	$	1,566	$	157		$			$	6,486

The allocation of the allowance for loan losses and the related loans by major classifications of loans at March 31, 2020 and December 31, 2019 is summarized as follows:

			Real Estate
March 31, 2020	Commercial		Construction		Commercial		Residential		Consumer		Unallocated		Total
Allowance for loan losses:
Ending balance	$	1,671	$	695	$	3,917	$	1,713	$	152	$	103	$	8,251
Ending balance:
individually evaluated for impairment		29				87								116
Ending balance:
collectively evaluated for impairment		1,642		695		3,830		1,713		152		103		8,135
Ending balance:
purchased credit impaired loans	$		$		$		$		$		$		$
Loans receivable:
Ending balance	$	121,128	$	72,580	$	476,573	$	209,749	$	7,419	$		$	887,449
Ending balance:
individually evaluated for impairment		1,218				1,405		2,062						4,685
Ending balance:
collectively evaluated for impairment		119,909		72,580		473,656		207,456		7,419				881,020
Ending balance:
purchased credit impaired loans	$	1	$		$	1,512	$	231	$		$		$	1,744

14

			Real Estate
December 31, 2019	Commercial		Construction		Commercial		Residential		Consumer		Unallocated	Total
Allowance for loan losses:
Ending balance	$	1,953	$	473	$	3,115	$	1,820	$	155	$	$	7,516
Ending balance:
individually evaluated for impairment		712				218							930
Ending balance:
collectively evaluated for impairment		1,241		473		2,897		1,820		155			6,586
Ending balance:
purchased credit impaired loans	$		$		$		$		$		$	$
Loans receivable:
Ending balance	$	118,658	$	61,831	$	455,901	$	207,354	$	8,365	$	$	852,109
Ending balance:
individually evaluated for impairment		2,260				1,224		2,085					5,569
Ending balance:
collectively evaluated for impairment		116,390		61,831		453,156		205,026		8,365			844,768
Ending balance:
purchased credit impaired loans	$	8	$		$	1,521	$	243	$		$	$	1,772

The Company segments loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Loans are individually analyzed for credit risk by classifying them within the Company’s internal risk rating system. The Company’s risk rating classifications are defined as follows:

• Pass—A loan to borrowers with acceptable credit quality and risk that is not adversely classified as Substandard, Doubtful, Loss or designated as Special Mention.

• Special Mention—A loan that has potential weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Special Mention loans are not adversely classified since they do not expose the Company to sufficient risk to warrant adverse classification.

• Substandard—A loan that is inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

• Doubtful—A loan classified as Doubtful has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make the collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

• Loss—A loan classified as Loss is considered uncollectible and of such little value that its continuance as a bankable loan is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may occur in the future.

15

The following tables present the major classification of loans summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system at March 31, 2020 and December 31, 2019:

March 31, 2020	Pass		Special Mention		Substandard		Doubtful	Total
Commercial	$	111,111	$	5,964	$	4,053	$	$	121,128
Real estate:
Construction		71,454		1,126					72,580
Commercial		453,374		8,430		14,769			476,573
Residential		205,926		1,418		2,405			209,749
Consumer		7,419							7,419
Total	$	849,284	$	16,938	$	21,227	$	$	887,449
December 31, 2019	Pass		Special Mention		Substandard		Doubtful	Total
Commercial	$	109,190	$	5,992	$	3,476	$	$	118,658
Real estate:
Construction		61,678		153					61,831
Commercial		430,771		9,271		15,859			455,901
Residential		203,381		1,437		2,536			207,354
Consumer		8,365							8,365
Total	$	813,385	$	16,853	$	21,871	$	$	852,109

The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of March 31, 2020 and December 31, 2019. Purchase credit impaired (“PCI”) loans are excluded from the aging and nonaccrual loan schedules.

	Accrual Loans
March 31, 2020	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
Commercial	$	385	$	15	$	23	$	423	$	119,917	$	787	$	121,127
Real estate:
Construction		584		978				1,562		71,018				72,580
Commercial		9,577		1,361				10,938		463,481		642		475,061
Residential		5,062		137		652		5,851		203,048		619		209,518
Consumer		65		17		16		98		7,321				7,419
Total	$	15,673	$	2,508	$	691	$	18,872	$	864,785	$	2,048	$	885,705
Purchased credit impaired loans														1,744
Total Loans													$	887,449

16

	Accrual Loans										Nonaccrual Loans		Total Loans
December 31, 2019	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current
Commercial	$	137	$		$		$	137	$	117,354	$	1,159	$	118,650
Real estate:
Construction		9						9		61,822				61,831
Commercial		147						147		453,774		459		454,380
Residential		3,402		820		18		4,240		202,202		669		207,111
Consumer		84		14		27		125		8,240				8,365
Total	$	3,779	$	834	$	45	$	4,658	$	843,392	$	2,287	$	850,337
Purchased credit impaired loans														1,772
Total Loans													$	852,109

The following tables summarize information concerning impaired loans as of and for the three months ended March 31, 2020 and 2019, and as of and for the year ended, December 31, 2019 by major loan classification:

	Recorded Investment		Unpaid Principal Balance		Related Allowance		This Quarter
March 31, 2020							Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	1,098	$	1,208			$	873	$	68
Real estate:
Construction
Commercial		2,550		2,550				2,837		47
Residential		2,292		2,422				2,345		25
Consumer
Total		5,940		6,180				6,055		140
With an allowance recorded:
Commercial		121		121	$	29		653
Real estate:
Construction
Commercial		367		367		87		513		4
Residential								45
Consumer
Total		488		488		116		1,211		4
Commercial		1,219		1,329		29		1,526		68
Real estate:
Construction
Commercial		2,917		2,917		87		3,350		51
Residential		2,292		2,422				2,390		25
Consumer
Total	$	6,428	$	6,668	$	116	$	7,266	$	144

17

	Recorded Investment		Unpaid Principal Balance		Related Allowance		For the Year Ended
December 31, 2019							Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	1,147	$	1,257			$	648	$	660
Real estate:
Construction
Commercial		1,963		1,963				3,124		1,456
Residential		2,329		2,467				2,397		173
Consumer
Total		5,439		5,687				6,169		2,289
With an allowance recorded:
Commercial		1,121		1,121	$	712		685
Real estate:
Construction
Commercial		782		936		218		658		17
Residential								91
Consumer
Total		1,903		2,057		930		1,434		17
Commercial		2,268		2,378		712		1,333		660
Real estate:
Construction
Commercial		2,745		2,899		218		3,782		1,473
Residential		2,329		2,467				2,488		173
Consumer
Total	$	7,342	$	7,744	$	930	$	7,603	$	2,306

	Recorded Investment		Unpaid Principal Balance		Related Allowance		This Quarter
March 31, 2019							Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	189	$	189			$	169	$	23
Real estate:
Construction		85		85				43
Commercial		4,257		4,257				4,271		100
Residential		2,217		2,217				2,342		91
Consumer
Total		6,748		6,748				6,825		214
With an allowance recorded:
Commercial		841		841	$	77		1,045
Real estate:
Construction
Commercial		371		371		91		453		4
Residential		180		318		55		181		1
Consumer
Total		1,392		1,530		223		1,679		5
Commercial		1,030		1,030		77		1,214		23
Real estate:
Construction		85		85				43
Commercial		4,628		4,628		91		4,724		104
Residential		2,397		2,535		55		2,523		92
Consumer
Total	$	8,140	$	8,278	$	223	$	8,504	$	219

For the three months ended March 31, interest income related to impaired loans, would have been $21 in 2020 and $60 in 2019 had the loans been current and the terms of the loans not been modified.

18

Troubled debt restructured loans are loans with original terms, interest rate, or both, that have been modified as a result of a deterioration in the borrower’s financial condition and a concession has been granted that the Company would not otherwise consider. Unless on nonaccrual, interest income on these loans is recognized when earned, using the interest method. The Company offers a variety of modifications to borrowers that would be considered concessions. The modification categories offered generally fall within the following categories:

• Rate Modification—A modification in which the interest rate is changed to a below market rate.

• Term Modification—A modification in which the maturity date, timing of payments or frequency of payments is changed.

• Interest Only Modification—A modification in which the loan is converted to interest only payments for a period of time.

• Payment Modification—A modification in which the dollar amount of the payment is changed, other than an interest only modification described above.

• Combination Modification—Any other type of modification, including the use of multiple categories above.

Included in the commercial loan and commercial and residential real estate categories are troubled debt restructures that are classified as impaired. Troubled debt restructures totaled $2,680 at March 31, 2020, $2,701 at December 31, 2019 and $2,765 at March 31, 2019.

There were no loans modified as troubled debt restructures for the three months ended March 31, 2020. There was one loan modified as a troubled debt restructure for the three months ended March 31, 2019.

During the three months ended March 31, 2020, there was one default for a commercial real estate loan totaling $368 on loans restructured. During the three months ended March 31, 2019 there was one default on a restructured residential loan.

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused portions of lines of credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk over and above the amount recognized in the consolidated balance sheets.

Unused portions of off-balance sheet commitments at March 31, 2020, totaled $160,714, consisting of $85,796 in lines of credit, $32,263 in construction loans, $14,395 in commitments to extend credit, $23,745 in deposit overdraft protection and $4,515 in standby letters of credit. In comparison, unused portions of off-balance sheet commitments, at December 31, 2019, totaled $176,243, consisting of $81,665 in lines of credit, $41,168 in construction loans, $24,954 in commitments to extend credit, $23,730 in deposit overdraft protection and $4,726 in standby letters of credit.

6. Other assets:

The components of other assets at March 31, 2020 and December 31, 2019 are summarized as follows:

	March 31, 2020		December 31, 2019
Other real estate owned	$	346	$	82
Bank owned life insurance		30,840		30,647
Restricted equity securities		1,857		990
Deferred tax assets		4,169		4,272
Lease right-of-use assets		3,678		3,856
Other assets		6,262		6,082
Total	$	47,152	$	45,929

7. Leases:     

On March 31, 2020, the Company leased 14 of its 31 locations. The Company’s operating lease right-of-use (“ROU”) assets and related lease liabilities were $3,678 and $3,723, respectively, and have remaining terms ranging from 1 to 34 years, including extension options that the Company is reasonably certain will be exercised. For the three months ended March 31, 2020, operating lease cost totaled $199. On March 31, 2019 the Company’s lease ROU assets and related lease liabilities were $3,606 and $3,616, respectively. For the quarter ended March 31, 2019, operating lease cost totaled $147.

19

The table below summarizes other information related to our operating leases:

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	199		$	136
ROU assets obtained in exchange for lease liabilities	$	—		$	3,719
Weighted average remaining lease term—operating leases, in years		9.13			12.10
Weighted average discount rate—operating leases		3.01	%		3.29	%

The following table outlines lease payment obligations as outlined in the Company’s lease agreements for each of the next five years and thereafter in addition to a reconcilement to the Company’s current lease liability.

2020	$	572
2021		754
2022		697
2023		485
2024		317
Thereafter		1,567
Total lease payments		4,392
Less imputed interest		669
	$	3,723

For the three months ended March 31, 2020, the Company did not enter into any new lease arrangements.

8. Fair value estimates:

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosure under GAAP. Fair value estimates are calculated without attempting to estimate the value of anticipated future business and the value of certain assets and liabilities that are not considered financial. Accordingly, such assets and liabilities are excluded from disclosure requirements.

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures”, fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets. In many cases, these values cannot be realized in immediate settlement of the instrument. Current fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction that is not a forced liquidation or distressed sale between participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

In accordance with GAAP, the Company groups its assets and liabilities generally measured at fair value into three levels based on market information or other fair value estimates in which the assets and liabilities are traded or valued, and the reliability of the assumptions used to determine fair value. These levels include:

• Level 1: Unadjusted quoted prices of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

20

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

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

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 estimate.

The following methods and assumptions were used by the Company to calculate fair values and related carrying amounts of assets and liabilities measured at fair value on a recurring basis:

Investment securities: The fair values of U.S. Treasury securities and marketable equity securities are based on quoted market prices from active exchange markets. The fair values of debt securities are based on pricing from a matrix pricing model.

Assets and liabilities measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019 are summarized as follows:

	Fair Value Measurement Using
March 31, 2020	Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
State and Municipals:
Taxable	$	10,153		$	10,153
Tax-exempt		8,342			8,342
Mortgage-backed securities:
U.S. Government agencies		29,308			29,308
U.S. Government-sponsored enterprises		17,842			17,842
Corporate debt obligations		2,757			2,757
Total	$	68,402		$	68,402
	Fair Value Measurement Using
December 31, 2019	Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
State and municipals:
Taxable	$	24,824		$	24,824
Tax-exempt		4,333			4,333
Mortgage-backed securities:
U.S. Government agencies		36,134			36,134
U.S. Government-sponsored enterprises		22,645			22,645
Corporate debt obligations		3,311			3,311
Total	$	91,247		$	91,247

Other real estate owned: Assets acquired through loan foreclosure are recorded at fair value less estimated costs to sell, with any difference between the fair value of the property and the carrying value of the loan recorded as a charge-off. If the fair value is higher than the carrying amount of the loan, the excess is recognized first as a recovery and then as noninterest income. Subsequent changes in value are reported as adjustments to the carrying amount and are recorded in noninterest expense. The carrying value of other real estate owned is not re-measured to fair value on a recurring basis but is subject to fair value adjustments when the carrying value differs from the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals, current sale value assessments by real estate agents or pending offers to acquire by independent buyers and is updated at least annually. The Company classifies other real estate owned in level 3 of the fair value hierarchy.

Impaired loans: The fair value of impaired loans is specifically reviewed for purposes of determining the appropriate amount of impairment to be allocated to the ALLL. Fair value is generally measured based on the value of the collateral securing the loans.

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Collateral may include but is not necessarily limited to real estate, personal or business assets including vehicles, equipment, inventory, accounts receivable or marketable securities. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed third-party appraiser (Level 3). The value of business equipment is based on an outside appraisal, if deemed significant, or the net book value on the applicable borrower financial statements. Likewise, values for inventory, accounts receivable or marketable security collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate or custodian account statements (Level 3). Impaired loans are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income (Loss).

Assets and liabilities measured at fair value on a nonrecurring basis at March 31, 2020 and December 31, 2019 are summarized as follows:

	Fair Value Measurement Using
March 31, 2020	Amount		(Level 1) Quoted Prices in Active Markets for Identical Assets	(Level 2) Significant Other Observable Inputs	(Level 3) Significant Unobservable Inputs
Other real estate owned	$	346			$	346
Impaired loans, net of related allowance		372				372
Total	$	718			$	718
	Fair Value Measurement Using
December 31, 2019	Amount		(Level 1) Quoted Prices in Active Markets for Identical Assets	(Level 2) Significant Other Observable Inputs	(Level 3) Significant Unobservable Inputs
Other real estate owned	$	82			$	82
Impaired loans, net of related allowance		973				973
Total	$	1,055			$	1,055

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company utilized Level 3 inputs to determine fair value at March 31, 2020 and December 31, 2019.

	Quantitative Information about Level 3 Fair Value Measurements
March 31, 2020	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
Other real estate owned	$	346	Appraisal of collateral	Appraisal adjustments		46.0% to 60.0% (47.0)%
				Liquidation expenses		10.0% to 10.0% (10.0)%
Impaired loans	$	372	Appraisal of collateral	Appraisal adjustments		10.0% to 50.0% (32.0)%
				Liquidation expenses		0.0% to 12.3% (5.7)%
	Quantitative Information about Level 3 Fair Value Measurements
December 31, 2019	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
Other real estate owned	$	82	Appraisal of collateral	Appraisal adjustments		42.0% to 60.0% (52.0)%
				Liquidation expenses		10.0% to 10.0% (10.0)%
Impaired loans	$	973	Appraisal of collateral	Appraisal adjustments		10.0% to 50.0% (22.0)%
				Liquidation expenses		9.5% to 12.3% (8.8)%

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The carrying and fair values of the Company’s financial instruments at March 31, 2020 and December 31, 2019 and their placement within the fair value hierarchy are as follows:

	Carrying Amount		Fair Value Hierarchy
March 31, 2020			Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	73,235	$	73,235	$	73,235
Investment securities		68,402		68,402			$	68,402
Loans held for sale		272		272				272
Net loans (1)		879,198		860,456						860,456
Accrued interest receivable		2,589		2,589				345		2,244
Financial liabilities:
Deposits	$	958,503	$	962,450			$	962,450
Long-term debt		26,992		26,575				26,575
Accrued interest payable		424		424				424
	Carrying Amount		Fair Value Hierarchy
December 31, 2019			Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	50,348	$	50,348	$	50,348
Investment securities available-for-sale		91,247		91,247			$	91,247
Loans held for sale		81		81				81
Net loans (1)		844,593		836,074					$	836,074
Accrued interest receivable		2,414		2,414				461		1,953
Financial liabilities:
Deposits	$	940,480	$	940,546			$	940,546
Long-term debt		6,971		6,971				6,971
Accrued interest payable		435		435				435

¹⁾  The carrying amount is net of unearned income and the allowance for loan losses in accordance with the adoption of ASU No. 2016-01 where the fair value of loans as of March 31, 2020 and December 31, 2019 was measured using an exit price notion.

9. Subsequent Events:

In December 2019, COVID-19 surfaced in Wuhan, China, and has since spread around the world, resulting in significant business and social disruption. COVID-19 was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020. The operations and business results of the Company are being materially affected by the pandemic. As of April 30, 2020, we have granted temporary modifications to consumer and commercial loan customers for 355 loans with outstanding balances totaling $185,188, or 20.9%, of total loans. The deferral of interest payments on these loans total $2,024. The Company has also participated in the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), Paycheck Protection Program, a multi-billion dollar specialized low-interest loan program funded by the U.S. Treasury Department and administered by the U.S. Small Business Administration. The PPP provides borrower guarantees for lenders, as well as loan forgiveness incentives for borrowers that utilize the loan proceeds to cover employee compensation-related business operating costs. Through April 30, 2020, the Company has submitted 1,534 PPP loans totaling $297,400, most of which have been approved and await customer execution of the loan documents. The Company is utilizing the Federal Reserve’s Paycheck Protection Program Liquidity Facility (“PPPLF”) to meet the funding needs of its borrowers of PPP loans.

The extent to which the coronavirus may impact business activity or financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others.

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Riverview Financial Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

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

The following discussion and analysis should be read in conjunction with the unaudited consolidated interim financial statements contained in Part I, Item 1 of this report, and with our audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our Annual Report on Form 10-K for the year ended December 31, 2019.

Cautionary Note Regarding Forward-Looking Statements:

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. These statements are based on assumptions and may describe future plans, strategies and expectations of Riverview Financial Corporation and its direct and indirect subsidiaries. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. All statements in this report, other than statements of historical facts, are forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to: our ability to achieve the intended benefits of acquisitions and integration of previously acquired businesses; restructuring initiatives; changes in interest rates; economic conditions, particularly in our market area; legislative and regulatory changes and the ability to comply with the significant laws and regulations governing the banking and financial services business; monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of Treasury and the Federal Reserve System; credit risk associated with lending activities and changes in the quality and composition of our loan and investment portfolios; demand for loan and other products; deposit flows; competition; changes in the values of real estate and other collateral securing the loan portfolio, particularly in our market area; changes in relevant accounting principles and guidelines; and inability of third party service providers to perform. Most recently, the risk factors associated with the onset of COVID-19 could have a material adverse effect on significant estimates, operations and business results of Riverview. For a discussion of the risks and potential impacts of the COVID-19 refer to Note 1 entitled “Summary of Significant Accounting Policies-Basis of presentation” in the Notes to Consolidated Financial Statements included in Part 1, Item 1 of this Quarterly Report.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, Riverview Financial Corporation does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Notes to the Consolidated Financial Statements referred to in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are incorporated by reference into the MD&A. Certain prior period amounts have been reclassified to conform with the current year’s presentation and did not have any effect on the operating results or financial position of the Company.

Critical Accounting Policies:

Disclosure of our significant accounting policies are included in Note 1 to the Consolidated Financial Statements of the Annual Report on Form 10-K for the year ended December 31, 2019. Some of these policies are particularly sensitive requiring significant judgments, estimates and assumptions. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions. We believe that the most critical accounting policies upon which our financial condition and results of operation depend, and which involve the most complex subjective decisions or assessments, are included in Note 1 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission on March 16, 2020.

Operating Environment:

Economic growth measured as gross domestic product (“GDP”), the value of all goods and services produced in the United States, decreased at an annualized rate of 4.8% in the first quarter of 2020. The decline in first quarter GDP was primarily in response to the spread of COVID-19, as governments issued “stay-at-home” orders in March. This led to rapid changes in demand, as businesses and schools switched to remote work or canceled operations, and consumers canceled, restricted or redirected their

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spending. The decrease in GDP in the first quarter reflected negative contributions from personal consumption expenditures (“PCE”), nonresidential fixed investment, exports, and private inventory investment that were partly offset by positive contributions from residential fixed investment, federal government spending, and state and local government spending. The decrease in PCE reflected decreases in services, led by health care and travel, and goods, led by motor vehicles and parts and services.

The impact of the virus has been felt nationally and within our primary market area as unemployment rates have begun to escalate. Unemployment in the United States was 4.4% and 3.8% in March 2020 and 2019. respectively. With respect to the markets we serve, the unemployment rate increased in all the counties in which we have office locations. The average unemployment rate for counties in our market area increased to 6.3% in March 2020 compared to 4.5% in March 2019. The resulting impacts of the pandemic on consumer and business customers, including the sudden significant increase in the unemployment rate, is expected to cause changes in consumer and business spending, borrowing needs and saving habits, which will likely affect the demand for loans and other products and services we offer, as well as the creditworthiness of potential and current borrowers and delinquency rates. Our business and consumer customers are experiencing varying degrees of financial distress, which is expected to increase over coming months and will likely adversely affect borrowers’ ability to timely pay interest and principal on their loans and the value of the collateral securing their obligations. This in turn may influence the recognition of credit losses in our loan portfolios and has increased our allowance for loan losses, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Disruptions to our customers’ businesses could also result in declines in, among other things, trust and wealth management revenue. These developments, as a consequence of the pandemic, are materially impacting our business, the businesses of our customers and are expected to have a material adverse effect on our financial results for 2020, as evidenced by our first quarter results.

Inflationary pressure was tempered as reflected by the PCE price index increasing at a lower rate of 1.3 percent, compared with an increase of 1.4 percent. The Consumer Price Index (“CPU”) declined 0.4 percent in March on a seasonally adjusted basis, the largest monthly decline since January 2015. Over the last 12 months, the CPU increased 1.5 percent caused primarily by a sharp decline in gasoline prices along with decreases in airline fares, lodging and apparel costs. Concerns about the spread of the disease and its anticipated negative impact on economic activity, severely disrupted domestic financial markets prompting the Federal Open Market Committee of the Federal Reserve Board to aggressively cut the target Federal Funds rate to a range of 0% to 0.25%, including a 50-basis point reduction on March 3, 2020 and an additional 100 basis point reduction on March 15, 2020. Accordingly, these monetary policy actions have already adversely impacted and may continue to impact our net interest margin if we are unable to reduce fund costs at the same magnitude or pace as repricing earning assets. Based on the aforementioned economic conditions, we believe that we may experience a material adverse effect in our business, results of operations and financial condition as a result of the COVID-19 pandemic for an indefinite period.

Review of Financial Position:

Total assets increased $37,089 to $1,117,043 at March 31, 2020, from $1,079,954 at December 31, 2019. Loans, net, increased to $887,449 at March 31, 2020, compared to $852,109 at December 31, 2019, an increase of $35,340. Business lending, including commercial and commercial real estate loans, increased $23,142, retail lending, including residential mortgages and consumer loans, increased $1,449, and construction lending increased $10,749 during the three months ended March 31, 2020. Investment securities decreased $22,845, or 25.0%, in the three months ended March 31, 2020. Noninterest-bearing deposits increased $1,228, while interest-bearing deposits increased $16,795 during the three months ended March 31, 2020. Total stockholders’ equity increased $331, to $118,441 at March 31, 2020 from $118,110 at year-end 2019. For the three months ended March 31, 2020, total assets averaged $1,085,345, a decrease of $44,305 from $1,129,650 for the same period in 2019.

Investment Portfolio:

The Company’s entire investment portfolio is held as available-for-sale, which allows for greater flexibility in using the investment portfolio for liquidity purposes by allowing securities to be sold when favorable market opportunities exist. Investment securities available-for-sale totaled $68,402 at March 31, 2020, a decrease of $22,845, or 25.0%, from $91,247 at December 31, 2019. During 2019, management put into action a strategic initiative to reconstitute the footprint of its distribution channel from underperforming markets to regions with greater growth and profit potential. As part of this plan, we hired a number of established and seasoned commercial relationship managers to operate in these new markets during the latter part of 2019. As a result, we experienced significant loan growth in the first quarter of 2020. The onset of COVID-19 caused a marked reduction in general market rates which increased the value of fixed rate securities and lowered the yield on adjustable rate securities. This provided us the opportunity to partially fund our loan demand and reduce our exposure to falling interest rates through the sale of investment securities at a net gain. Accordingly, we sold $27,168 in investment securities available-for-sale which consisted of equal portions of longer-term municipal obligations and adjustable rate US Government mortgage backed securities. The net gain on the sale amounted to $815 in the first quarter of 2020 compared to a net loss recognized of $42 in the first quarter of 2019.

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For the three months ended March 31, 2020, the investment portfolio averaged $82,028, a decrease of $26,228, compared to $108,256 for the same period last year. The tax-equivalent yield on the investment portfolio decreased 25 basis points to 2.85% for the three months ended March 31, 2020, from 3.10% for the comparable period of 2019.

Securities available-for-sale are carried at fair value, with unrealized gains or losses net of deferred income taxes reported in the accumulated other comprehensive income (loss) component of stockholders’ equity. We reported a net unrealized holding gain, included as a separate component of stockholders’ equity of $722, net of deferred income taxes of $192 at March 31, 2020. This compares with a net unrealized holding gain of $534, net of deferred income taxes of $142, at December 31, 2019. The increase in the unrealized holding gain was the result of reductions in general market rates.

Loan Portfolio:

Loans, net, increased to $887,449 at March 31, 2020 from $852,109 at December 31, 2019, an increase of $35,340, or 4.1%. Business loans, including commercial and commercial real estate loans, increased $23,142, or 4.0%, to $597,701 at March 31, 2020 from $574,559 at December 31, 2019. Retail loans, including residential real estate and consumer loans, increased $1,449, or 0.7%, to $217,168 at March 31, 2020 from $215,719 at December 31, 2019. Construction lending increased $10,749, or 17.4%, to $72,580 at March 31, 2020 from $61,831 at December 31, 2019. Construction loans consisted of $10,005 for residential homes and rental properties and $62,575 for land development loans at March 31, 2020. Residential construction loans included $4,684 for loans to individuals to build personal residences and $5,231 for loans to finance builders of residential properties. Land development loans consisted of $8,285 for residential land developments, $52,129 for commercial land developments and $2,161 for consumer land loans. The increase in loan growth was due to originations in new and existing markets and from the addition of relationship managers hired in the latter part of 2020.

For the three months ended March 31, 2020, loans, net averaged $874,420, a decrease of $12,393 compared to $886,813 for the same period in 2019. The tax-equivalent yield on the loan portfolio was 4.64% for the three months ended March 31, 2020, a 38-basis point decrease from 5.02% for the comparable period last year. Loan accretion included in loan interest income in the first three months of 2020 related to acquired loans was $132 compared to $439 for the same period in 2019.

The economic slowdown associated with COVID-19 may have an adverse impact on the growth and asset quality of our loan portfolio, especially those industry segments being severely impacted by the pandemic. Specifically, we have identified the following industries, by the amount of aggregate loans and percentage of total loans as of March 31, 2020 in our loan portfolio that may have increased exposure to this pandemic event:

	March 31, 2020
Industry:	Amount		% of Total Loans
Mining, Quarry, Oil and Gas	$	1,706		0.2	%
Construction-Land Subdivision		20,232		2.3	%
Manufacturing		12,606		1.4	%
Wholesale Trade		4,999		0.6	%
Automobile Dealers		7,086		0.8	%
Non-Residential Rentals and Leasing		259,240		29.2	%
Residential Rental and Leasing		110,028		12.4	%
Health Care		11,915		1.3	%
Arts, Entertainment and Recreation		5,683		0.6	%
Hospitality		56,750		6.4	%
Restaurants		8,873		1.0	%
	$	499,118		56.2	%

There have been a number of initiatives recently instituted by the Federal Government that may help offset the adverse impact on the growth and asset quality of our loan portfolio. In response to the economic slowdown caused by COVID-19, President Donald Trump signed into law the CARES Act on March 27, 2020 which included numerous provisions including the institution of the establishment of the PPP. The PPP was created to provide funding to small business owners who may have had to temporarily close or scale back production as a result of the COVID-19 pandemic. The PPP provides borrower guarantees for lenders, as well as loan forgiveness incentives for borrowers that utilize the loan proceeds to cover employment-sustaining payroll costs and benefits, as well as other significant costs including the small businesses’ rent, mortgage, and utilities. There has been considerable demand for PPP loans implemented by the CARES Act. As a U.S. Small Business Administration (“SBA”) lender, we have been participating in the PPP and were able to approve 296 PPP loans totaling $39,700 in the first round of government funding. On April 24, 2020, the President signed into law a second round of PPP funding. We continue to actively participate in the PPP and as

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of April 30, 2020 have submitted 1,238 additional applications approximating $257,700 to the SBA in the second round of funding, most of which have been approved and await customer execution of the loan documentation. On April 9, 2020, the FDIC, Federal Reserve and OCC created the PPPLF to bolster the effectiveness of the PPP by providing liquidity to and neutralizing the regulatory capital effects on participating financial institutions. We intend to utilize the liquidity relief offered by the PPPLF to the extent needed and as a result, do not expect our participation in the PPP to have a negative impact on our liquidity position, capital resources, financial condition or results of operations. Offsetting the positive influence offered by the PPP is the fact that most states, including the Commonwealth of Pennsylvania, have placed significant restrictions on non-essential businesses as well as enforcing social distancing. The longer these restrictions are in place the more severe the effects of the economic slowdown will be and the greater the negative consequences for our loan customers which, in turn, could adversely affect the Company’s financial condition, liquidity and results of operations.

In addition to the risks inherent in our loan portfolio in the normal course of business, we are also a party to financial instruments with off-balance sheet risk to meet the financing needs of our customers. These instruments include legally binding commitments to extend credit, unused portions of lines of credit and commercial letters of credit made under the same underwriting standards as on-balance sheet instruments, and may involve, to varying degrees, elements of credit risk and interest rate risk (“IRR”) in excess of the amount recognized in the consolidated financial statements.

Unused portions of off-balance sheet commitments at March 31, 2020, totaled $160,714, consisting of $85,796 in lines of credit, $32,263 in construction loans, $14,395 in commitments to extend credit, $23,745 in deposit overdraft protection and $4,515 in standby letters of credit. In comparison, unused portions of off-balance sheet commitments, at December 31, 2019, totaled $176,243, consisting of $81,665 in lines of credit, $41,168 in construction loans, $24,954 in commitments to extend credit, $23,730 in deposit overdraft protection and $4,726 in standby letters of credit.

With the onset of the COVID-19 pandemic, we are continually monitoring draws on unused portions of lines of credit and construction loans. Unused portions of lines of credit totaled $85,796 at March 31, 2020, consisting of $52,694 of commercial lines of credit and $33,102 of consumer lines of credit. Comparatively, subsequent to quarter end, unused portions of lines of credit totaled $88,653 at April 30, 2020, consisting of $55,260 of commercial lines of credit and $33,393 of consumer lines of credit. Unused portions of construction loans totaled $32,263 at March 31, 2020 consisting of $29,022 of commercial construction loans and $3,241 of consumer construction loans. In comparison, at April 30, 2020 unused portions of construction loans totaled $24,373 consisting of $22,398 of commercial construction loans and $1,975 of consumer construction loans.

Asset Quality:

National, Pennsylvania and our market area unemployment rates at March 31, 2020 and 2019 are summarized as follows:

	2020			2019
United States		4.4	%		3.8	%
Pennsylvania		6.0	%		4.3	%
Berks County		5.9	%		4.2	%
Blair County		6.2	%		4.3	%
Bucks County		5.2	%		3.8	%
Centre County		4.4	%		3.0	%
Clearfield County		8.0	%		5.6	%
Cumberland County		4.3	%		3.1	%
Dauphin County		5.3	%		3.7	%
Huntingdon County		9.4	%		6.6	%
Lebanon County		5.2	%		3.7	%
Lehigh County		6.0	%		4.5	%
Lycoming County		7.4	%		5.2	%
Perry County		5.0	%		3.7	%
Schuylkill County		7.1	%		5.5	%
Somerset County		8.2	%		5.8	%

Employment conditions deteriorated in 2020 for the Nation, Commonwealth of Pennsylvania and within every county in which we have branch locations. The average unemployment rate for all our counties increased to 6.3% in 2020 from 4.5% in 2019. The lowest unemployment rate in 2020 for all the counties we serve was 4.3% which was in Cumberland County, and the highest recorded rate being 9.4% in Huntingdon County. An increase in unemployment rates may have a negative impact on economic growth within these areas and could have a corresponding effect on our business by decreasing loan demand and weakening asset quality.

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We currently have in place a number of processes, procedures and monitoring tools to manage credit risk that will assist us in navigating our Company through this pandemic, including but not limited to:

• Approval Process – No single approval authorities. All loans are approved by two authorized officers with higher exposures approved by a committee process.

• Concentration Management – Concentration limits by industry are established by policy and monitored and reported to the Board of Directors quarterly.

• CRE Stress Testing – CRE Stress testing is conducted at the individual transaction level for new loans and with annual reviews of existing relationships. The credit department utilizes a cash flow analysis to stress individual loans for increased interest rate, decreased occupancy, and a combination of these two scenarios. In addition, a break-even interest rate and break-even occupancy level is calculated.

CRE Stress Testing is also conducted quarterly at the portfolio level with results reported to the Board of Directors. The stress testing includes a mild and severe stress test. The stress test factors include: Interest rate shocks for both fixed and variable rate loans; changes or declines in Net Operating Income; and declines in collateral value. Asset quality is quantified by analyzing Loan-to-Value and Debt Service Coverage ratios. Stress testing is commensurate with our current and projected credit risk profile. Management will revisit stress testing procedures in the event our risk profile changes. Changes in the risk profile may stem from the introduction of a new product, changes in economic conditions both locally and nationally, or other internal or external factors that may affect credit quality.

A CRE market summary report is prepared and reported to the Board of Directors quarterly. The report provides a detailed analysis of CRE activity for each of the Bank’s geographic markets, and for each property type within each market. Job growth, employment statistics, demographic statistics, supply and demand, absorption rates, vacancy rates, rental and expense data and market sales history are all considered.

• Loan Quality Review – A Commercial Loan Quality Review meeting is conducted quarterly by the Chief Credit Officer and Chief Lending Officer. Commercial account officers, the Credit Manager and the Special Assets Manager are required to attend. This process is intended to ensure the accuracy and timeliness of risk ratings, and to provide a framework for monitoring and managing problem accounts. Credits reviewed include all Pass/Watch rated loans over $750, and all Special Mention and all Substandard rated loans over $25.

• Collection Committee – The Collection Committee consist of the President and Chief Executive Officer, Chief Lending Officer, Chief Credit Officer, Chief Risk Officer, Chief Strategy Officer, and Special Assets Manager. The Collection Committee meets bi-weekly, or more often if necessary. The Collection Committee reviews all delinquent accounts, all non- accrual accounts, all bankruptcies and workouts in process. The committee is responsible to approve all charge off recommendations, placement of accounts into and out of nonaccrual status, troubled debt restructurings, OREO transactions and sale of OREO, and other actions to be taken on problem loans.

• External Loan Review – The Bank engages an outside independent firm on at least an annual basis to conduct a full scope loan review. The scope of review is determined and structured to ensure that the number of loans and percentage of dollar coverage of the commercial loan and commercial mortgage portfolios reviewed will be sufficient to achieve the below-stated objectives and conform to regulatory standards. The objectives of the review are as follows: (i) to identify, evaluate and appropriately grade loans that have potential or existing credit weaknesses; (ii) to determine the overall quality of commercial and industrial loan and commercial real estate mortgage portfolios, including the effect of any concentrations of credit and the changes in the level of such concentrations; (iii) to identify exceptions in financial, loan and collateral documentation; (iv) to evaluate compliance with laws, regulations and internal policies relating to commercial lending activities, and; (v) to provide recommendations on policies, procedures and practices, if appropriate.

Our asset quality deteriorated slightly in the three months ended March 31, 2020. Nonperforming assets increased $651, or 12.8%, to $5,731 at March 31, 2020, from $5,080 at December 31, 2019. We experienced increases in other real estate owned and accruing loans past due 90 days or more partially offset by decreases in nonaccrual loans and accruing troubled debt restructured loans. As a percentage of loans, net and foreclosed assets, nonperforming assets equaled 0.65% at March 31, 2020 compared to 0.60% at December 31, 2019.

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Loans on nonaccrual status decreased $239 to $2,048 at March 31, 2020 from $2,287 at December 31, 2019. The decrease in nonaccrual loans was due to decreases of $372 in commercial loans and $50 in residential loans, offset partially by an increase of $183 in commercial real loans. Accruing troubled debt restructured loans declined $20, to $2,646 at March 31, 2020 from $2,666 at December 31, 2019. Accruing loans past due 90 days or more increased $646, and other real estate owned increased $264 during the three months ended March 31, 2020.

Nonperforming assets decreased $226 to $5,731 at March 31, 2020 from $5,957 at March 31, 2019. Decreases in nonaccrual loans, accruing troubled debt restructured loans and other real estate owned were partially offset by an increase in accruing loans past due 90 days or more.

In response to the COVID-19 pandemic and its economic impact to our customers, we implemented short-term modification programs that comply with regulatory and accounting guidance to provide temporary payment relief to those borrowers directly impacted by COVID-19 who were not more than 30 days past due at the time we implemented our modification programs. These programs allow for a deferral of principal, or principal and interest payments for a maximum of 180 days on a cumulative and successive basis. The deferred payments, including interest accrued during the deferral period, if applicable, result in the extension of the loan due date by the number of months deferred. As of March 31, 2020, we had not granted any deferral of payments under these programs.

As of April 30, 2020, we have granted temporary modifications to consumer and commercial loan customers for 355 loans with outstanding balances totaling $185,188, or 20.9%, of total loans. Depending on the circumstances and request from the borrower, modifications were made to defer all payments for loans requiring principal and interest payments, or to defer principal payments only and continue to collect interest payments, or to defer all interest payments for loans requiring interest only payments. The following table summarizes information concerning loan modifications made as of April 30, 2020, by loan classification:

	Number of Loans		Amount		% of Outstanding			Aggregate Deferred Payments
								Principal		Interest
Commercial		83	$	24,522		20.2	%	$	631	$	315
Construction:
Commercial		14		10,013		18.3	%		50		128
Hospitality		3		15,761		88.9	%		55		185
Total		17		25,774		35.5	%		105		313
Commercial Real Estate:
Multi Family		13		4,786		8.4	%		74		44
Owner Occupied		69		30,897		24.5	%		623		322
Non-Owner Occupied		29		48,413		21.8	%		1,481		304
Hospitality		7		21,930		56.6	%		241		276
Agricultural		10		6,725		20.5	%		102		124
Total		128		112,751		23.7	%		2,521		1,070
Residential Real Estate		116		21,897		10.4	%		307		320
Consumer		11		244		3.3	%		8		6
Total		355	$	185,188		20.9	%	$	3,572	$	2,024

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In March 2020, a joint statement was issued by federal and state regulatory agencies, after consultation with the FASB, to clarify that short-term loan modifications are not troubled debt restructurings (“TDR”) if made on a good-faith basis in response to COVID-19 to borrowers who were current prior to the implementation of our deferral programs. Under this guidance, six months is provided as an example of short-term, and current is defined as less than 30 days past due at the time the modification programs were implemented. The guidance also provides that these modified loans generally will not be classified as nonaccrual during the term of the modification. For all borrowers who enroll in these loan modification programs offered as a result of COVID-19, the delinquency status of the borrowers is frozen, resulting in a static delinquency metric during the deferral period. Upon exiting the deferral program, the measurement of loan delinquency will resume where it had left off upon entry into the program, and the modifications will not impact a borrower’s repayment history for credit repayment reporting purposes. For borrowers who are 30 days or more past due when enrolling in a loan modification program related to the COVID-19 pandemic, we evaluate the loan modifications under our existing TDR framework, and where such a loan modification would result in a concession to a borrower experiencing financial difficulty, the loan will be accounted for as a TDR.

We maintain the allowance for loan losses at a level we believe adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred loan losses inherent in the remainder of the loan portfolio as of the balance sheet date. The allowance for loan losses is based on past events and current economic conditions. We employ the Federal Financial Institutions Examination Council Interagency Policy Statement, as amended, and GAAP in assessing the adequacy of the allowance account.

Under GAAP, the adequacy of the allowance account is determined based on the provisions of FASB Accounting Standards Codification (“ASC”) 310, “Receivables”, for loans specifically identified to be individually evaluated for impairment and the requirements of FASB ASC 450, “Contingencies”, for large groups of smaller-balance homogeneous loans to be collectively evaluated for impairment.

We follow our systematic methodology in accordance with procedural discipline by applying it in the same manner regardless of whether the allowance is being determined at a high point or a low point in the economic cycle. Each quarter, the Chief Credit Officer identifies those loans to be individually evaluated for impairment and those loans collectively evaluated for impairment utilizing standard criteria. Grades are assigned quarterly to loans identified to be individually evaluated. A loan’s grade may differ from period to period based on current conditions and events. However, we consistently utilize the same grading system each quarter. We consistently use loss experience from the latest eight quarters in determining the historical loss factor for each pool collectively evaluated for impairment. Qualitative factors are evaluated in the same manner each quarter and are adjusted within a relevant range of values based on current conditions. We continue to evaluate risks which may impact our loan portfolios. As a result of the coronavirus pandemic and resultant business shutdowns and unemployment spikes, we reviewed our loan portfolio segments, assessing the likely impact of COVID-19 on each segment and established specific qualitative adjustment factors. As we weigh additional information on the potential impact of this event on our overall economic prospects coupled with our loan officers’ further assessments of the impact on individual borrowers, our delinquencies and loss estimates will be revised as needed, and these revisions could have a material impact on future provisions to the allowance for loan losses and results of operations. For additional disclosure related to the allowance for loan losses refer to the note entitled, “Loans, net and Allowance for Loan Losses”, in the Notes to Consolidated Financial Statements to this Quarterly Report.

The allowance for loan losses increased $735 to $8,251 at March 31, 2020, from $7,516 at the end of 2019. The increase in the allowance was a result of the provision for loan losses of $1,800 for the first three months of 2020 exceeding net charge-offs for the period. The provision for loan losses totaled $1,800 for the quarter ended March 31, 2020, compared to $583 for the same period in 2019. The increase in the provision for loan losses was the combined result of loan growth, increases in historical loss factors primarily due to the charge-off of one large unsecured credit, and changes in qualitative factors related to the reserve build associated with the effects of COVID-19 as of the balance sheet date. During the first quarter of 2020, the economy experienced a significant deterioration in the macroeconomic environment driven by the COVID-19 pandemic, which impacted our allowance for loan losses. Our qualitatively determined allowance associated with deterioration in the macroeconomic outlook from COVID-19 resulted in a $477 additional provision expense for credit losses. For the three months ended March 31, net charge-offs were $1,065, or 0.49%, of average loans outstanding in 2020 compared to $445, or 0.20%, of average loans outstanding for the same period in 2019. The increase in net charge-offs was primarily due to one commercial account relationship, totaling $899, and one commercial real estate loan, totaling $95, that were charged off due to deterioration in their financial conditions.

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Deposits:

We attract the majority of our deposits from within our 14-county market area by offering various deposit products including demand deposit accounts, NOW accounts, business checking accounts, money market deposit accounts, savings accounts, club accounts and time deposits, including certificates of deposit and IRA’s. For the three months ended March 31, 2020, total deposits increased $18,023 to $958,503 from $940,480 at December 31, 2019. Noninterest-bearing transaction accounts increased $1,228 while interest-bearing accounts increased $16,795. Specifically, interest-bearing transaction accounts, including money market, NOW and savings, increased $10,806 and time deposits, including certificates of deposit and individual retirement accounts increased $5,989 in the three months ended March 31, 2020.

For the three months ended March 31, interest-bearing deposits averaged $795,084 in 2020 compared to $835,687 in 2019. The cost of interest-bearing deposits was 0.90% in 2020 compared to 1.01% in 2019. Consistent with recent FOMC actions to lower short-term rates due to the onset of COVID-19, we also took actions to lower deposit rates to fend off net interest margin contraction due to changes in yields on floating and adjustable rate loans. We anticipate deposit costs to continue to decrease in the short term based on the impact of recent actions of the FOMC to lower its target federal funds rate in the latter part of March 2020.

We expect core deposits to increase in the coming months. Many consumers are working from home or temporarily unemployed but still receiving income through unemployment insurance. Additionally, many Americans are receiving their tax refunds for the 2019 filing year and stimulus payments from the CARES Act. Since consumers have fewer ways to spend their money during the stay at home orders and social distancing practices brought on by the COVID-19 pandemic, we expect our retail deposit base to increase, until such time, as the threat from the virus dissipates and states are allowed to open their businesses once again. The increases due to these factors may be offset by deposit decreases as a result of individuals utilizing savings due to job losses along with school districts decreasing reserves.

Borrowings:

The Bank utilizes borrowings as a secondary source of liquidity for its asset/liability management. Advances are available from the Federal Home Loan Bank of Pittsburgh (“FHLB”) provided certain standards related to credit worthiness have been met. Repurchase and term agreements are also available from the FHLB.

Short-term borrowings are generally used to meet temporary funding needs and consist of federal funds purchased, securities sold under agreements to repurchase, and overnight and short-term borrowings from the Atlantic Community Bankers Bank (“ACBB”), Pacific Community Bankers Bank and the FHLB. At March 31, 2020 and December 31, 2019, we did not have any short-term borrowings outstanding.

Long-term debt totaled $26,992 at March 31, 2020 as compared to $6,971 at December 31, 2019. For the three months ended March 31, long-term debt averaged $11,817 in 2020 and $6,902 in 2019. At the end of March 2020, we borrowed $20,000 of term debt from the FHLB to take advantage of reductions in general market rates. These funds will bolster our liquidity position and provide necessary funding for loans in the process of being closed. The amount of the term debt was spread equally over three, five and seven year maturities. The FHLB borrowing had a weighted average rate of 0.90% and weighted average life of five years. As a FHLB member, we are required to buy a portion of stock in FHLB for each advance. The adjusted weighted average cost of the borrowing decreases to 0.57% considering the addition of the dividend rate on the FHLB stock at the time the borrowing was granted. The average cost of long-term debt was 4.19% in the three months ended March 31, 2020, a decrease from 7.87% for the same period last year.

Market Risk Sensitivity:

Market risk is the risk to our earnings or financial position resulting from adverse changes in market rates or prices, such as interest rates, foreign exchange rates or equity prices. Our exposure to market risk is primarily interest rate risk (“IRR”) associated with our lending, investing and deposit-gathering activities. During the normal course of business, we are not exposed to foreign exchange risk or commodity price risk. Our exposure to IRR can be explained as the potential for change in our reported earnings and/or the market value of our net worth. Variations in interest rates affect earnings by changing net interest income and the level of other interest-sensitive income and operating expenses. Interest rate changes also affect the underlying economic value of our assets, liabilities and off-balance sheet items. These changes arise because the present value of future cash flows, and often the cash flows themselves change with interest rates. The effects of the changes in these present values reflect the change in our underlying economic value and provide a basis for the expected change in future earnings related to interest rates. IRR is inherent in the role of banks as financial intermediaries. However, a bank with a high degree of IRR may experience lower earnings, impaired liquidity and capital positions, and most likely, a greater risk of insolvency. Therefore, banks must carefully evaluate IRR to promote safety and soundness in their activities.

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As a result of the FOMC’s recent actions to lower short-term interest rates in order to mitigate the impact of the COVID-19 pandemic on the economy, it has become increasing more challenging to manage IRR. IRR and effectively managing it are very important to both bank management and regulators. Bank regulations require us to develop and maintain an IRR management program that is overseen by the Board of Directors and senior management, which involves a comprehensive risk management process to effectively identify, measure, monitor and control risk. Should bank regulatory agencies identify a material weakness in a bank’s risk management process or high-risk exposure relative to capital, bank regulatory agencies may take action to remedy these shortcomings. Moreover, the level of IRR exposure and the quality of a bank’s risk management process is a determining factor when evaluating capital adequacy.

The Asset Liability Committee (“ALCO”), comprised of members of our senior management and other appropriate officers, oversees our IRR management program. Specifically, ALCO analyzes economic data and market interest rate trends, as well as competitive pressures, and utilizes computerized modeling techniques to reveal potential exposure to IRR. This allows us to monitor and attempt to control the influence these factors may have on our rate-sensitive assets (“RSA”) and rate-sensitive liabilities (“RSL”), and overall operating results and financial position. One such technique utilizes a static gap model that considers repricing frequencies of RSA and RSL in order to monitor IRR. Gap analysis attempts to measure our interest rate exposure by calculating the net amount of RSA and RSL that reprice within specific time intervals. A positive gap occurs when the amount of RSA repricing in a specific period is greater than the amount of RSL repricing within that same time frame and is indicated by a RSA/RSL ratio greater than 1.0. Conversely, a negative gap occurs when the amount of RSL repricing is greater than the amount of RSA and is indicated by a RSA/RSL ratio of less than 1.0. A positive gap implies that earnings will be impacted favorably if interest rates rise and adversely if interest rates fall during the period. A negative gap tends to indicate that earnings will be affected inversely to interest rate changes.

Our cumulative one-year RSA/RSL ratio equaled 1.54 at March 31, 2020. Given the recent monetary policy actions of the FOMC based on uncertainty surrounding the timing of the recovery from the pandemic and the potential for rates to remain at these low levels, the focus of ALCO has been to lower our exposure to the effect of repricing assets.

The current position at March 31, 2020, indicates that the amount of RSA repricing within one year would exceed that of RSL, with declining rates causing a decrease in net interest income. However, these forward-looking statements are qualified in the aforementioned section entitled “Forward-Looking Discussion” in this Management’s Discussion and Analysis.

Static gap analysis, although a standard measuring tool, does not fully illustrate the impact of interest rate changes on future earnings. First, market rate changes normally do not equally or simultaneously affect all categories of assets and liabilities. Second, assets and liabilities that can contractually reprice within the same period may not do so at the same time or to the same magnitude. Third, the interest rate sensitivity table presents a one-day position. Variations occur daily as we adjust our rate sensitivity throughout the year. Finally, assumptions must be made in constructing such a table.

As the static gap report fails to address the dynamic changes in the balance sheet composition or prevailing interest rates, we utilize a simulation model to enhance our asset/liability management. This model is used to create pro forma net interest income scenarios under various interest rate shocks. Given an instantaneous and parallel shift in interest rates of plus and minus 100 basis points, our projected net interest income for the 12 months ending March 31, 2021, would increase 2.76% and decrease 5.48% from model results using current interest rates. We will continue to monitor our IRR through employing deposit and loan pricing strategies and directing the reinvestment of loan and investment repayments in order to manage our IRR position.

Financial institutions are affected differently by inflation than commercial and industrial companies that have significant investments in fixed assets and inventories. Most of our assets are monetary in nature and change correspondingly with variations in the inflation rate. It is difficult to precisely measure the impact inflation has on us, however we believe that our exposure to inflation can be mitigated through asset/liability management.

Liquidity:

Liquidity management is essential to our continuing operations and enables us to meet financial obligations as they come due, as well as to take advantage of new business opportunities as they arise. Financial obligations include, but are not limited to, the following:

• Funding new and existing loan commitments;

• Payment of deposits on demand or at their contractual maturity;

• Repayment of borrowings as they mature;

• Payment of lease obligations; and

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• Payment of operating expenses.

These obligations are managed daily, thus enabling us to effectively monitor fluctuations in our liquidity position and to adapt that position according to market influences and balance sheet trends. Future liquidity needs are forecasted, and strategies are developed to ensure adequate liquidity at all times.

Historically, core deposits have been the primary source of liquidity because of their stability and lower cost, in general, when compared to other types of funding sources. Providing additional sources of funds are loan and investment payments and prepayments and the ability to sell both available for sale securities and mortgage loans held for sale. We believe liquidity is adequate to meet both present and future financial obligations and commitments on a timely basis.

As a result of the onset of the COVID-19 pandemic, we have placed increased emphasis on solidifying, monitoring and managing our liquidity position. We believe our liquidity position is strong. At March 31, 2020, we had available liquidity of $73,235 from cash and interest-bearing balances with other banks. Our investment securities portfolio is comprised primarily of highly liquid U.S. Government and Government-Sponsored Enterprises and high credit quality municipal securities. At March 31, 2020, available-for-sale investment securities totaled $68,402, and had a net unrealized holding gain of $914. Our secondary sources of liquidity consist of the available borrowing capacity at the Federal Home Loan Bank (“FHLB”), Atlantic Coast Bankers Bank (“ACBB”) and Pacific Coast Bankers Bank (“PCBB”) and through a relationship with StoneCastle Partners LLC, a third party financial institution who provides cash management services to institutional investors. At March 31, 2020, our available borrowing capacity was $359,350 at the FHLB was $10,000 each at ACBB and PCBB. StoneCastle provides deposits to community banks up to 15% of their total assets, which would amount to additional liquidity of $167,556 for us based on March 31, 2020. As aforementioned, we intend to utilize the liquidity relief offered by the PPPLF to the extent needed and as such do not expect our participation in the PPP to have a negative impact on our liquidity position.

With respect to monitoring and managing our liquidity, in addition to our normal quarterly liquidity reporting to the Risk Committee that includes stress testing under moderate, severe and extreme scenarios, we have instituted a formalized presentation monthly using various metrics to assist the entire Board of Directors in assessing our liquidity position. With the changes in the industry related to COVID-19, we have focused on maintaining greater liquidity. We believe liquidity needs could be greater during this volatile time within the industry and markets. Based upon this volatility, we took steps to maintain a greater balance of cash and cash equivalents on the balance sheet through the sale of investment securities available-for-sale and borrowing from the FHLB.

We employ a number of analytical techniques in assessing the adequacy of our liquidity position. One such technique is the use of ratio analysis to determine the extent of our reliance on noncore funds to fund our investments and loans maturing after March 31, 2020. Our noncore funds at March 31, 2020 were comprised of time deposits in denominations of $250 or more and other borrowings. These funds are not considered to be a strong source of liquidity since they are very interest rate sensitive and are considered to be highly volatile. At March 31, 2020, our net noncore funding dependence ratio, the difference between noncore funds and short-term investments to long-term assets, was -1.68%, while our net short-term noncore funding ratio, noncore funds maturing within one-year, less short-term investments to assets equaled 1.56%. Comparatively, our net noncore dependence ratio was -1.03% while our net short-term noncore funding ratio was 1.54% at year-end. In addition, as compared to peer levels, our reliance on short-term noncore funds remains low.

The Consolidated Statements of Cash Flows present the changes in cash and cash equivalents from operating, investing and financing activities. Cash and cash equivalents, consisting of cash on hand, cash items in the process of collection, deposit balances with other banks and federal funds sold, increased $22,887 during the three months ended March 31, 2020. Cash and cash equivalents increased $14,285 for the same period last year. For the three months ended March 31, 2020, we realized net cash inflows of $383 from operating activities and $37,511 from financing activities offset partially by net cash outflows of $15,007 from investing activities. For the same period of 2019, we recognized net cash outflows of $1,217 from operating activities and $4,138 from financing activities, offset by net cash inflows of $19,640 from investing activities.

Operating activities provided net cash of $383 for the three months ended March 31, 2020 compared to using $1,217 for the same period last year. Net income, adjusted for the effects of gains and losses along with noncash transactions such as depreciation, amortization and the provision for loan losses, is the primary source of funds from operations.

Investing activities primarily include transactions related to our lending activities and investment portfolio. Investing activities used net cash of $15,007 for the three months ended March 31, 2020. For the comparable period in 2019, investing activities provided net cash of $19,640. For the three months ended March 31, 2020, loan originations more than offset net proceeds received on the sale of investment securities available-for-sale. For the comparable period of 2019, payments and prepayments on loans exceeding loan originations was the primary factor causing the net cash inflow from investing activities.

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Financing activities provided net cash of $37,511 for the three months ended March 31, 2020 and used net cash of $4,138 for the same period last year. Deposit gathering is a predominant financing activity. During the three months ended March 31, deposits increased $18,023 in 2020 and decreased $3,564 in 2019. In addition, net cash provided by financing activities for the first quarter of 2020 was impacted by the proceeds received from an increase in long-term debt of $20,000.

We believe that our future liquidity needs will be satisfied through maintaining an adequate level of cash and cash equivalents, by maintaining readily available access to traditional funding sources, and through proceeds received from the investment and loan portfolios. The current sources of funds are expected to enable us to meet all cash obligations as they come due.

Capital:

Stockholders’ equity totaled $118,441, or $12.82 per share, at March 31, 2020, and $118,110, or $12.81 per share, at December 31, 2019. The net increase in stockholders’ equity in the three months ended March 31, 2020 was a result of the recognition of net income of $633, the issuance of common stock through Riverview’s ESPP, 401k and dividend reinvestment plans of $180, stock-based compensation of $22 and the recognition of a change in other comprehensive income of $188, offset by the payout of cash dividends of $692.

Bank regulatory agencies consider capital to be a significant factor in ensuring the safety of a depositor’s accounts. These agencies have adopted minimum capital adequacy requirements that include mandatory and discretionary supervisory actions for noncompliance.

The Bank’s capital ratios and the minimum ratios required for capital adequacy purposes and to be considered well capitalized under the prompt corrective action provisions are summarized below for the periods ended March 31, 2020 and December 31, 2019:

	Actual					Minimum Regulatory Capital Ratios under Basel III (with 2.5% capital conservation buffer phase-in)					Well Capitalized under Basel III
March 31, 2020:	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk-based capital (to risk-weighted assets)	$	104,939		12.1	%	$	91,001	³	10.5	%	$	86,667	³	10.0	%
Tier 1 capital (to risk-weighted assets)		96,599		11.1			73,667	³	8.5			69,334	³	8.0
Common equity tier 1 risk-based capital (to risk-weighted assets)		96,599		11.1			60,667	³	7.0			56,334	³	6.5
Tier 1 capital (to average total assets)		96,599		9.1			42,295	³	4.0			52,869	³	5.0

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	Actual					Minimum Regulatory Capital Ratios under Basel III (with 2.5% capital conservation buffer phase-in)					Well Capitalized under Basel III
December 31, 2019:	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk-based capital (to risk-weighted assets)	$	104,010		12.4	%	$	88,132	³	10.5	%	$	83,936	³	10.0	%
Tier 1 capital (to risk-weighted assets)		96,405		11.5			71,345	³	8.5			67,148	³	8.0
Common equity tier 1 risk-based capital (to risk-weighted assets)		96,405		11.5			58,755	³	7.0			54,558	³	6.5
Tier 1 capital (to average total assets)		96,405		9.1			42,489	³	4.0			53,112	³	5.0

In light of the recent pandemic crisis and its potential adverse impact on capital adequacy within the financial industry, maintaining a high level of capital is of extreme importance to federal regulators as well as our management and Board of Directors. Our asset liability committee continually reviews our capital position. As part of its review, the ALCO considers:

• The current and expected capital requirements, including the maintenance of capital ratios in excess of minimum regulatory guidelines;

• The market value of our securities and the resulting effect on capital;

• Nonperforming asset levels and the effect deterioration in asset quality will have on capital;

• Any planned asset growth;

• The anticipated level of net earnings and capital position, taking into account the projected asset/liability position and exposure to changes in interest rates;

• The source and timing of additional funds to fulfill future capital requirements.

Based on the heightened level of stress on capital caused by the recent events, management maintains a capital plan approved by the Board of Directors. Our capital plan consists of the following areas of focus, among others:

• Comprehensive risk assessment including consideration of the following risk elements, among others: credit; liquidity; earnings; economic value of equity; concentration; and economic, both national and local;

• Assessing current regulatory capital adequacy levels;

• Monitoring procedures consisting of stress testing, using both scenarios of previous historic data of financial crisis periods and the Federal Reserve Board’s Supervisory Capital Assessment Program (“SCAP”), and certain triggering events that would call into question the need to raise additional capital;

• Identifying realistic and readily available alternative sources for augmenting capital if higher capital levels are required;

• Evaluating dividend levels, and;

• Providing a ten-year financial projection for analyzing capital adequacy.

During the first quarter of 2020, Riverview set up a guidance line of credit with a local bank for $10,000 to be utilized as contingency capital funding for the Bank in case of further deterioration of market condition due to COVID-19. This borrowing facility, if drawn upon, could be utilized to increase capital levels of the subsidiary bank through the injection of proceeds as additional paid in capital, if needed.

Based on the most recent notification from the FDIC, the Bank was categorized as well capitalized at March 31, 2020 and December 31, 2019. There are no conditions or negative events since this notification that we believe have changed the Bank’s well capitalized status.

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Review of Financial Performance:

We reported net income of $633, or $0.07 per basic and diluted weighted average common share, for the first quarter of 2020, compared to a net loss of $687, or $(0.08) per basic and diluted weighted average common share, for the first quarter of 2019. The major factor impacting earnings in the first quarter of 2020 was the recognition of a $1,800 provision for loan losses. The increase in the provision for loan losses was the combined result of loan growth, increases in historical loss factors primarily due to the charge-off of one large unsecured credit, and changes in qualitative factors related to the reserve build associated with the effects of COVID-19 as of the balance sheet date. As we weigh additional information on the potential impact of this event on our overall economic prospects, coupled with our loan officers’ further assessments of the impact on individual borrowers, our delinquencies and loss estimates will be revised as needed. These revisions could have a material impact on future provisions to the allowance for loan losses and results of operations. Another major factor influencing the level of earnings in the first quarter of 2020 was the recognition of $315 less of net accretion on acquired assets and assumed liabilities comparing the first quarters of 2020 and 2019. Partially offsetting the impact of these reductions to income was the recognition of a $815 net gain on the sale of investment securities in order to provide liquidity to fund loan demand and limit exposure to falling rates through the disposition of adjustable rate securities. The results for the first three months of 2019 included the recognition of a nonrecurring executive separation pre-tax expense totaling $2,218, which primarily contributed to the first quarter net loss. If the COVID-19 pandemic persists, it will continue to have a severe effect on economic activity and will cause greater negative consequences for our customers which, in turn, could adversely affect the Company’s financial condition, liquidity and results of operations.

Net Interest Income:

Net interest income is the fundamental source of earnings for commercial banks. Fluctuations in the level of net interest income can have the greatest impact on net profits. Net interest income is defined as the difference between interest revenue, comprised of interest and fees earned on interest-earning assets, and interest expense, the cost of interest-bearing liabilities supporting those assets. The primary sources of earning assets are loans and investment securities, while interest-bearing deposits, short-term and long-term borrowings comprise interest-bearing liabilities. Net interest income is impacted by:

• Variations in the volume, rate and composition of earning assets and interest-bearing liabilities;

• Changes in general market rates; and

• The level of nonperforming assets.

Changes in net interest income are measured by the net interest spread and net interest margin. Net interest spread, the difference between the average yield earned on earning assets and the average rate incurred on interest-bearing liabilities, illustrates the effects changing interest rates have on profitability. Net interest margin, net interest income as a percentage of earning assets, is a more comprehensive ratio, as it reflects not only the spread, but also the change in the composition of interest-earning assets and interest-bearing liabilities. Tax-exempt loans and investments carry pre-tax yields lower than their taxable counterparts. Therefore, in order to make the analysis of net interest income more comparable, tax-exempt income and yields are reported herein on a tax-equivalent basis using the prevailing federal statutory tax rate of 21% in 2020 and 2019, respectively.

For the three months ended March 31, tax-equivalent net interest income decreased $984 to $8,846 in 2020 from $9,830 in 2019. The decrease in tax-equivalent net interest income was primarily attributable to a decline in the tax-equivalent loan yield and the realization of lower levels of loan accretion from purchase accounting marks. Overall, average earning assets decreased $10,385 more than the decline in average interest-bearing liabilities in comparing the first three months of 2020 with 2019. The tax-equivalent net interest margin for the three months ended March 31, was 3.60% in 2020 compared to 3.86% in 2019. The net interest spread decreased to 3.44% for the three months ended March 31, 2020 from 3.67% for the three months ended March 31, 2019. Net accretion included in interest income in the first three months of 2020 related to purchase accounting marks from mergers was $185 resulting in an increase in the tax-equivalent net interest margin of 7 basis points. For the same period in 2019 net accretion income was $500, resulting in an increase in the tax-equivalent net interest margin of 19 basis points.

For the three months ended March 31, 2020, tax-equivalent interest income decreased $1,274, to $10,763 from $12,037 for the three months ended March 31, 2019. An unfavorable volume variance in interest income of $478 attributable to changes in the average balance of earning assets coupled with an unfavorable rate variance of $796 due to decreased yields on earning assets caused the overall decline. Specifically, the overall yield on earning assets, on a fully tax-equivalent basis, decreased for the three months ended March 31, 2020 to 4.39% as compared to 4.73% for the three months ended March 31, 2019. The decrease in interest income was also impacted by a reduction in average earning assets, which decreased $45,084 to $986,938 for the first three months of 2020 from $1,032,022 for the same period in 2019. The tax-equivalent yield on the loan portfolio decreased 0.38% to 4.64% for the three months ended March 31, 2020 compared to 5.02% for the same period last year and caused interest income to decline $746. Average loans decreased $12,393 comparing the first three months of 2020 and 2019, which caused a decrease in tax-equivalent interest income of $141. Average investments decreased to $82,028 for the three months ended March 31, 2020 compared to $108,256 for the same period in 2019 causing interest income to decrease $302.

36

Total interest expense decreased $290 to $1,917 for the three months ended March 31, 2020 from $2,207 for the three months ended March 31, 2019. The decrease was caused by both volume and rate variances. The average volume of interest-bearing liabilities decreased to $807,890 for the three months ended March 31, 2020, from $842,589 for the three months ended March 31, 2019 and caused interest expense to decline $79. In addition, the cost of funds decreased to 0.95% in 2020 from 1.06% in 2019 resulting in a decrease in interest expense of $211. Money market and Now account costs declined 38 and 26 basis points and were the major impact on lowering interest expense. Overall the cost of interest-bearing deposits decreased 11 basis points when comparing the first three months of 2020 and 2019. We expect that our net interest margin will continue to decrease as our rate sensitive assets decline at a frequency and magnitude greater than our fund costs given the uncertainty in the market as a result of the pandemic.

37

The average balances of assets and liabilities, corresponding interest income and expense and resulting average yields or rates paid are summarized as follows. Average balances were calculated using average daily balances. Averages for earning assets include nonaccrual loans. Loan fees are included in interest income on loans. Investment averages include available-for-sale securities at amortized cost. Income on investment securities and loans is adjusted to a tax equivalent basis using the prevailing federal statutory tax rate.

	Three months ended
	March 31, 2020							March 31, 2019
	Average Balance		Interest		Yield/ Rate			Average Balance		Interest		Yield/ Rate
Assets:
Earning assets:
Loans
Taxable	$	838,825	$	9,782		4.69	%	$	851,515	$	10,688		5.09	%
Tax exempt		35,595		310		3.50	%		35,298		291		3.34	%
Investments
Taxable		77,400		535		2.78	%		97,041		740		3.09	%
Tax exempt		4,628		47		4.08	%		11,215		87		3.15	%
Interest bearing deposits		30,490		89		1.17	%		36,953		231		2.54	%
Federal funds sold
Total earning assets		986,938		10,763		4.39	%		1,032,022		12,037		4.73	%
Less: allowance for loan losses		7,273							6,377
Other assets		105,680							104,005
Total assets	$	1,085,345						$	1,129,650
Liabilities and Stockholders’ Equity:
Interest bearing liabilities:
Money market accounts	$	102,072		171		0.67	%	$	113,602		293		1.05	%
NOW accounts		270,559		319		0.47	%		281,052		505		0.73	%
Savings accounts		133,267		60		0.18	%		129,259		30		0.09	%
Time deposits		289,186		1,239		1.72	%		311,774		1,245		1.62	%
Short term borrowings		989		5		2.03	%
Long-term debt		11,817		123		4.19	%		6,902		134		7.87	%
Total interest-bearing liabilities		807,890		1,917		0.95	%		842,589		2,207		1.06	%
Non-interest-bearing demand deposits		144,630							156,735
Other liabilities		13,668							17,006
Stockholders’ equity		119,157							113,320
Total liabilities and stockholders’ equity	$	1,085,345						$	1,129,650
Net interest income/spread			$	8,846		3.44	%			$	9,830		3.67	%
Net interest margin						3.60	%						3.86	%
Tax-equivalent adjustments:
Loans			$	65						$	61
Investments				10							18
Total adjustments			$	75						$	79

Provision for Loan Losses:

We evaluate the adequacy of the allowance for loan losses account on a quarterly basis utilizing our systematic analysis in accordance with procedural discipline. We take into consideration certain factors such as composition of the loan portfolio, volumes of nonperforming loans, volumes of net charge-offs, prevailing economic conditions and other relevant factors when determining the adequacy of the allowance for loan losses account. We make monthly provisions to the allowance for loan losses account in order to maintain the allowance at the appropriate level indicated by our evaluations. Based on our most current evaluation, we believe that the allowance is adequate to absorb any known and inherent losses in the portfolio as of March 31, 2020.

The provision for loan losses totaled $1,800 for the three months ended March 31, 2020, compared to $583 in 2019. The increase in the provision for loan losses was the combined result of loan growth, increases in historical loss factors primarily due to the

38

charge-off of one large unsecured credit, and changes in qualitative factors related to the reserve build associated with the effects of COVID-19 as of the balance sheet date. The pandemic effects are expected to continue to weigh heavily on businesses and their ability to service debt along with increasing unemployment for those individuals depending on these businesses for income. As a result, our future provisions may increase by the growth of loan delinquencies and charge-offs resulting from COVID-19 pandemic related financial stress.

Noninterest Income:

For the quarter ended March 31, noninterest income totaled $2,930 in 2020, an increase of $1,119 from $1,811 in 2019. The increase was primarily attributable to recognizing a $815 net gain on the sale of investment securities in order to provide liquidity to fund loan demand and limit exposure to falling rates through the disposition of adjustable rate securities. Service charges, fees and commissions increased $328 as a result of recognizing a $130 loan swap fee and reaping the benefits of implementing strategic initiates in the fourth quarter of 2019 to enhance service fee income. Trust and wealth management income declined for the first quarter of 2020 by $47 and $27, respectively, when compared against the first quarter of 2019 due primarily to the impact of COVID-19.

Noninterest Expenses:

In general, noninterest expense is categorized into three main groups: employee-related expenses, occupancy and equipment expenses and other expenses. Employee-related expenses are costs associated with providing salaries, including payroll taxes and benefits, to our employees. Occupancy and equipment expenses, the costs related to the maintenance of facilities and equipment, include depreciation, general maintenance and repairs, real estate taxes, lease expense and utility costs. Other expenses include general operating expenses such as advertising, contractual services, insurance, FDIC assessments, other taxes and supplies. Several of these costs and expenses are variable, while the remainder are fixed. We utilize budgets and other related strategies in an effort to control the variable expenses.

Noninterest expense decreased $2,752, or 23.0%, to $9,212 for the three months ended March 31, 2020, from $11,964 for the same period last year. The decrease was primarily due to $2,218 in nonrecurring expense from an executive separation agreement recognized in the first quarter of 2019. Net occupancy expense increased $91, or 8.4%, to $1,180 for the first quarter of 2020 from $1,089 for the same period last year. Higher costs related to building and equipment maintenance and repairs caused the increase. Other expenses decreased $227, or 7.5%, to $2,817 in the first quarter of 2020 compared to $3,044 for the same period last year. The decrease is a result of implementing cost savings initiatives in the latter part of 2019.

Income Taxes:

We recorded an income tax expense of $56 for the three months ended March 31, 2020 as compared to an income tax benefit of $298 for the three months ended March 31, 2019.

39

Riverview Financial Corporation

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to a smaller reporting company.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

At March 31, 2020, the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based upon that evaluation, the CEO and CFO concluded that the disclosure controls and procedures, at March 31, 2020, were effective to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosure.

(b) Changes in internal control.

There were no changes made in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

In the opinion of the Company, after review with legal counsel, there are no proceedings pending to which the Company is a party or to which its property is subject, which, if determined adversely to the Company, would have a material effect on the consolidated results of operations or financial condition. There are no proceedings pending other than ordinary, routine litigation incident to the business of the Company. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company by governmental authorities.

Item 1A. Risk Factors

Not required for smaller reporting companies.

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

None.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

40

Item 6. Exhibits.

The following Exhibits are incorporated by reference hereto:

31.1	Section 302 Certification of the Chief Executive Officer (Pursuant to Rule 13a-14(a)/15d-14(a)).
31.2	Section 302 Certification of the Chief Financial Officer (Pursuant to Rule 13a-14(a)/15d-14(a)).
32.1	Chief Executive Officer’s §1350 Certification (Pursuant to Rule 13a-14(b)/15d-14(b)).
32.2	Chief Financial Officer’s §1350 Certification (Pursuant to Rule 13a-14(b)/15d-14(b)).
101	Interactive Data File (XBRL).

41

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By:	/s/ Brett D. Fulk
	Brett D. Fulk
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: May 8, 2020
By:	/s/ Scott A. Seasock
	Scott A. Seasock
	Chief Financial Officer
	(Principal Financial Officer)
Date: May 8, 2020

42

EX-31.1

Exhibit 31.1

Riverview Financial Corporation

CERTIFICATION

I, Brett D. Fulk certify that:

1. I have reviewed this quarterly report on Form 10-Q of Riverview Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2020	By:	/s/ Brett D. Fulk
		Brett D. Fulk
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Riverview Financial Corporation

CERTIFICATION

I, Scott A. Seasock certify that:

1. I have reviewed this quarterly report on Form 10-Q of Riverview Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2020	By:	/s/ Scott A. Seasock
		Scott A. Seasock
		Chief Financial Officer

EX-32.1

Exhibit 32.1

Riverview Financial Corporation

CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), I, Brett D. Fulk, President and Chief Executive Officer of Riverview Financial Corporation (the “Company”), hereby certify that, to the best of my knowledge, the Company’s Form 10-Q for the quarter ended March 31, 2020 (the “Report”):

1. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the quarter ended March 31, 2020.

Date: May 8, 2020	By:	/s/ Brett D. Fulk
		Brett D. Fulk
		President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Riverview Financial Corporation

CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), I, Scott A. Seasock, Chief Financial Officer of Riverview Financial Corporation (the “Company”), hereby certify that, to the best of my knowledge, the Company’s Form 10-Q for the quarter ended March 31, 2020 (the “Report”):

1. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the quarter ended March 31, 2020.

Date: May 8, 2020	By:	/s/ Scott A. Seasock
		Scott A. Seasock
		Chief Financial Officer

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Loans, Net and Allowance for Loan Losses - Summary of Classes of Loan Portfolio Summarized by Aging Categories of Performing Loans and Nonaccrual Loans (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	$ 887,449	$ 852,109
Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	121,128	118,658
Real Estate Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
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Real Estate Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	476,573	455,901
Real Estate Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	209,749	207,354
Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
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Performing Loans and Non Accrual Loans [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	18,872	4,658
Current	864,785	843,392
Nonaccrual Loans	2,048	2,287
Total	885,705	850,337
Performing Loans and Non Accrual Loans [Member] | Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	423	137
Current	119,917	117,354
Nonaccrual Loans	787	1,159
Total	121,127	118,650
Performing Loans and Non Accrual Loans [Member] | Real Estate Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
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Current	71,018	61,822
Total	72,580	61,831
Performing Loans and Non Accrual Loans [Member] | Real Estate Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	10,938	147
Current	463,481	453,774
Nonaccrual Loans	642	459
Total	475,061	454,380
Performing Loans and Non Accrual Loans [Member] | Real Estate Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
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Current	203,048	202,202
Nonaccrual Loans	619	669
Total	209,518	207,111
Performing Loans and Non Accrual Loans [Member] | Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
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Current	7,321	8,240
Total	7,419	8,365
Performing Loans and Non Accrual Loans [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
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Performing Loans and Non Accrual Loans [Member] | 30-59 Days Past Due [Member] | Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	385	137
Performing Loans and Non Accrual Loans [Member] | 30-59 Days Past Due [Member] | Real Estate Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	584	9
Performing Loans and Non Accrual Loans [Member] | 30-59 Days Past Due [Member] | Real Estate Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	9,577	147
Performing Loans and Non Accrual Loans [Member] | 30-59 Days Past Due [Member] | Real Estate Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	5,062	3,402
Performing Loans and Non Accrual Loans [Member] | 30-59 Days Past Due [Member] | Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	65	84
Performing Loans and Non Accrual Loans [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,508	834
Performing Loans and Non Accrual Loans [Member] | 60-89 Days Past Due [Member] | Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	15
Performing Loans and Non Accrual Loans [Member] | 60-89 Days Past Due [Member] | Real Estate Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	978
Performing Loans and Non Accrual Loans [Member] | 60-89 Days Past Due [Member] | Real Estate Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,361
Performing Loans and Non Accrual Loans [Member] | 60-89 Days Past Due [Member] | Real Estate Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	137	820
Performing Loans and Non Accrual Loans [Member] | 60-89 Days Past Due [Member] | Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	17	14
Performing Loans and Non Accrual Loans [Member] | 90 Days and Greater [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	691	45
Performing Loans and Non Accrual Loans [Member] | 90 Days and Greater [Member] | Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	23
Performing Loans and Non Accrual Loans [Member] | 90 Days and Greater [Member] | Real Estate Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	652	18
Performing Loans and Non Accrual Loans [Member] | 90 Days and Greater [Member] | Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	16	27
Purchased Credit Impaired Loans [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	$ 1,744	$ 1,772

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Investment Securities - Schedule of Amortized Cost and Fair Value of Investment Securities Available-for-Sale Aggregated by Investment Category (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 67,488	$ 90,571
Gross Unrealized Gains	1,805	1,098
Gross Unrealized Losses	891	422
Fair Value	68,402	91,247
Taxable [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	9,736	24,365
Gross Unrealized Gains	423	466
Gross Unrealized Losses	6	7
Fair Value	10,153	24,824
Tax-Exempt [Member]
Schedule of Available-for-sale Securities [Line Items]
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Gross Unrealized Gains	36	73
Gross Unrealized Losses	142
Fair Value	8,342	4,333
Mortgage-Backed Securities - U.S. Government Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
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Gross Unrealized Gains	800	294
Gross Unrealized Losses		184
Fair Value	29,308	36,134
Mortgage-backed Securities - U.S. Government-sponsored Enterprises [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	17,296	22,422
Gross Unrealized Gains	546	265
Gross Unrealized Losses		42
Fair Value	17,842	22,645
Corporate Debt Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	3,500	3,500
Gross Unrealized Losses	743	189
Fair Value	$ 2,757	$ 3,311

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Loans, Net and Allowance for Loan Losses - Additional Information (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) Contract	Mar. 31, 2019 USD ($) Contract	Dec. 31, 2019 USD ($)
Financing Receivable, Impaired [Line Items]
Deferred loan fees, net	$ 885		$ 1,129
Interest income, related to impaired loans	21	$ 60
Troubled debt restructurings, amount	$ 2,680	$ 2,765	2,701
Troubled Debt Restructurings, Number of Contracts | Contract	0	1
Subsequently defaulted number of contracts | Contract		1
Financing receivable modifications subsequent default recorded investment	$ 368
Unused Commitments	$ 160,714		176,243
Commercial [Member]
Financing Receivable, Impaired [Line Items]
Subsequently defaulted number of contracts | Contract	1
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Financing Receivable, Impaired [Line Items]
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Unused lines of Credit [Member]
Financing Receivable, Impaired [Line Items]
Unused Commitments	85,796		81,665
Financial Standby Letter of Credit [Member]
Financing Receivable, Impaired [Line Items]
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Construction Loans [Member]
Financing Receivable, Impaired [Line Items]
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Deposit Overdraft [Member]
Financing Receivable, Impaired [Line Items]
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Cover Page - shares	3 Months Ended
	Mar. 31, 2020	Apr. 29, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Trading Symbol	RIVE
Entity Registrant Name	Riverview Financial Corp
Entity Central Index Key	0001590799
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Entity Interactive Data Current	Yes
Entity Address, State or Province	PA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		9,240,492

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock [Member]	Capital Surplus [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balance at Dec. 31, 2018	$ 113,910	$ 101,134	$ 332	$ 15,063	$ (2,619)
Net income (loss)	(687)			(687)
Other comprehensive income, net of income taxes	841				841
Issuance under ESPP, 401k and Dividend Reinvestment plans	175	175
Stock based compensation
Exercise of stock options	166	191	(25)
Dividends declared	(915)			(915)
Balance at Mar. 31, 2019	113,490	101,500	307	13,461	(1,778)
Balance at Dec. 31, 2019	118,110	102,206	112	16,140	(348)
Net income (loss)	633			633
Other comprehensive income, net of income taxes	188				188
Issuance under ESPP, 401k and Dividend Reinvestment plans	180	180
Stock based compensation	22		22
Dividends declared	(692)			(692)
Balance at Mar. 31, 2020	$ 118,441	$ 102,386	$ 134	$ 16,081	$ (160)

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Summary of significant accounting policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Nature of Operations

Nature of Operations

Riverview Financial Corporation, (the “Company” or “Riverview”), a bank holding company incorporated under the laws of Pennsylvania, provides a full range of financial services through its wholly-owned subsidiary, Riverview Bank (the “Bank”).

Riverview Bank, with twenty seven (27) full service offices and four (4) limited purpose offices, is a full service commercial bank offering a wide range of traditional banking services and financial advisory, insurance and investment services to individuals, municipalities and small-to-medium sized businesses in the Pennsylvania market areas of Berks, Blair, Bucks, Centre, Clearfield, Cumberland, Dauphin, Huntingdon, Lebanon, Lehigh, Lycoming, Perry, Schuylkill and Somerset Counties. The Wealth and Trust Management divisions of the Bank provide trust and investment advisory services to the general public and businesses.

Basis of presentation

Basis of presentation:

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP’) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current year’s presentation. These reclassifications did not have any effect on the operating results or financial position of the Company. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for complete financial statements. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10-K, filed on March 16, 2020.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided. Actual results could differ from those estimates.

The operating results and financial position of the Company for the three months ended as of March 31, 2020, are not necessarily indicative of the results of operations and financial position that may be expected in the future. This is especially true given the recent outbreak of the Coronavirus (“COVID-19”) pandemic which may adversely affect the Company’s business results of operations and financial conditions for an indefinite period.

Beginning in the first quarter of 2020, the COVID-19 pandemic has caused disruption in economic and social activity, both globally and in the United States. The spread of COVID-19, and the related government actions to mandate or encourage quarantines and social distancing, have caused severe disruptions in the U.S. economy, which has and will likely continue to, in turn, disrupt the business, activities, and operations of our customers, as well as our own business and operations.

The national public health crisis arising from the COVID-19 pandemic and public expectations about it, combined with certain pre-existing factors, including, but not limited to, international trade disputes, inflation risks, and oil price volatility, could further destabilize the financial markets and the markets in which Riverview operates. The resulting impacts of the pandemic on consumers, including the sudden significant increase in the unemployment rate, is expected to cause changes in consumer and business spending, borrowing needs and saving habits, which will likely affect the demand for loans and other products and services Riverview offers, as well as the creditworthiness of potential and current borrowers. The significant decrease in commercial activity associated with the pandemic, both nationally and in Riverview’s markets, may cause customers, vendors, and counterparties to be unable to meet existing payment or other obligations to Riverview and the Bank.

Riverview’s business is dependent upon the willingness and ability of its customers to conduct banking and other financial transactions. Riverview expects the pandemic to limit, at least for a period of time, customer demand for many banking activities. Many companies and residents in our market area are subject to mandatory “non-essential business” shut-downs and “stay at home” orders, which have reduced banking activity across our market area. In response to these mandates, Riverview has temporarily limited most locations to drive-up and ATM services, with lobby access available by appointment only, reduced hours of operation at some locations and encouraged our customers to use electronic banking platforms. We expect these measures to remain in place for an undetermined period of time. In addition, the use of quarantines and social distancing methods to curtail the spread of COVID-19—whether mandated by governmental authorities or recommended as a public health practice—may adversely affect Riverview’s operations as key personnel, employees and customers avoid physical interaction. The continued spread of COVID-19 could also negatively impact the business and operations of third-party service providers who perform critical services for Riverview’s business. It is not yet known what impact these operational changes may have on Riverview’s financial performance.

There continue to be broad concerns related to the potential effects of the COVID-19 pandemic. Even after government mandated stay at home orders expire, the aftereffects of the pandemic may continue to have an adverse effect on, among other things, (i) our ability to attract customer deposits, (ii) the ability of our borrowers to satisfy their obligations to us, (iii) the demand for our loans or our other products and services and/or (iv) unemployment rates, financial markets, real estate markets or economic growth.

The outbreak of COVID-19 has significantly affected the financial markets and has resulted in a number of responses by the U.S. government, including a reduction in interest rates by the Federal Reserve. These reductions in interest rates, especially if prolonged, could adversely affect our net interest income, margins and our profitability.

The COVID-19 pandemic and its impact on the economy heighten the risks related to economic conditions in our market areas, interest rates, loan losses and reliance on our executives and third-party service providers. For example, borrower loan defaults that adversely affect Riverview’s earnings correlate with deteriorating economic conditions, which, in turn, may impact borrowers’ creditworthiness. If our borrowers are unable to meet their payment obligations to us, we will be required to increase our allowance for the losses through provisions for credit losses. In addition, loan programs adopted by the federal government, such as the Paycheck Protection Program (“PPP”), while intended to lessen the impact of the pandemic on businesses, may result in a decreased demand for Riverview’s loan products.

The impact of the pandemic on Riverview’s financial results is evolving and uncertain. The Company expects Riverview’s net interest income and non-interest income to decline and credit-related losses to increase for an uncertain period given the decline in economic activity occurring due to the coronavirus and the actions by the Federal Reserve with respect to interest rates. We believe that we may experience a material adverse effect in our business, results of operations and financial condition as a result of the COVID-19 pandemic for an indefinite period. Material adverse impacts may include all or a combination of valuation impairments on Riverview’s intangible assets, investments, loans or deferred taxes.

As of the March 31, 2020, the Company does not believe there exists any impairment to our goodwill, intangible assets, long-lived assets, right of use assets, or available-for-sale investment securities due to the COVID-19 pandemic. The Company assessed goodwill and concluded there was no impairment present based on the results of a qualitative test as of March 31, 2020. It is uncertain whether prolonged effects of the COVID-19 pandemic will result in future impairment charges related to any of the aforementioned assets.

Recent Accounting Standards

Accounting Standards Adopted in 2020

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. The update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This accounting guidance became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. The Company should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The impairment charge is limited to the amount of goodwill allocated to that reporting unit. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of the new guidance on January 1, 2020 did not have a material effect on the Company’s financial position, results of operations or disclosures.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments in this Update improve the effectiveness of fair value measurement disclosures by modifying the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The ASU became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This guidance aligns the accounting for implementation costs related to a hosting arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Common examples of hosting arrangements include software as a service, platform or infrastructure as a service and other similar types of hosting arrangements. While capitalized costs related to internal-use software is generally considered an intangible asset, costs incurred to implement a cloud computing arrangement that is a service contract would typically be characterized in the company’s financial statements in the same manner as other service costs (e.g., prepaid expense). The new guidance provides that an entity would be required to amortize capitalized implementation costs over the term of the hosting arrangement on a straight-line basis unless another systematic and rational basis is more representative of the pattern in which the entity expects to benefit from access to the hosted software. This update became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

Recent Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. ASU No. 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in earlier recognition of credit losses. ASU No. 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. In November 2018, the FASB issued ASU No. 2018-19—Codification Improvements to Topic 326, Financial Instruments—Credit Losses. The amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In May 2019, the FASB issued ASU No. 2019-05 “Financial Instruments-Credit Losses (Topic 326)-Targeted Transition Relief” which amends ASU No. 2016-13 to allow companies to irrevocably elect, upon adoption of ASU No, 2016-13, the fair value option on financial instruments that were previously recorded at amortized cost and are within the scope of ASC 326-20 if the instruments are eligible for the fair value option under ASC 825-10. The fair value option election does not apply to held-to-maturity debt securities. Entities are required to make this election on an instrument-by-instrument basis. In November 2019, the FASB issued ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which provides specific improvements and clarifications to the guidance in Topic 326. Addresses expected recoveries for purchased financial assets with credit deterioration, transition relief for troubled debt restructurings, disclosures related to accrued interest receivables, financial assets secured by collateral maintenance provisions, and conforming cross-references to Subtopic 805-20. In December 2018, the federal bank regulatory agencies approved a final rule that modifies their regulatory capital rules and provides institutions the option to phase in over a three-year period any day-one regulatory capital effects of the new accounting standard. The Company has formed an internal management committee and engaged a third-party vendor to assist with the transition to the guidance set forth in this update. The committee is currently evaluating the impact of this update on the Company’s Consolidated Financial Statements, but the ALLL is expected to increase upon adoption since the allowance will be required to cover the full expected life of the portfolio. The extent of this increase is still being evaluated and will depend on economic conditions and the composition of the loan and lease portfolio at the time of adoption. Management is currently evaluating the preliminary modeling results, including a qualitative framework to account for the drivers of credit losses that are not captured by the quantitative model. In October 2019, the FASB affirmed its previously proposed amendment to delay the effective date for small reporting public companies to interim and annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company currently expects as of January 1, 2023 to recognize a one-time cumulative effect adjustment to increase the ALLL with an offsetting reduction to the retained earnings component of equity.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)—Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans”. Subtopic 715-20 addresses the disclosure of other accounting and reporting requirements related to single-employer defined benefit pension or other postretirement benefit plans. The amendments in this Update remove disclosures that no longer are considered cost-beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. Although narrow in scope, the amendments are considered an important part of the Board’s efforts to improve the effectiveness of disclosures in the notes to financial statements by applying concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The amendments in this Update apply to all employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for all entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The adoption of the new guidance is not expected to have a material effect on the Company’s financial position, results of operations or disclosures.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes”, an update to simplify the accounting for income taxes by removing certain exceptions in Topic 740 Income Taxes. In addition, ASU No. 2019-12 improves consistent application of other areas of guidance within Topic 740 by clarifying and amending existing guidance. The new guidance is effective fiscal years beginning after December 15, 2020. The adoption of the new guidance is not expected to have a material effect on the Company’s financial position, results of operations or disclosures.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)”. In response to concerns about structural risks of interbank offered rates (“IBORs”), and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The amendments in this Update provide optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered “minor” so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. An entity may elect to apply ASU 2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We are evaluating the impacts of this ASU and have not yet determined whether LIBOR transition and this ASU will have a material effect on our business operations and consolidated financial statements.

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Other assets

3 Months Ended

Mar. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other assets

6. Other assets:

The components of other assets at March 31, 2020 and December 31, 2019 are summarized as follows:

	March 31, 2020		December 31, 2019
Other real estate owned	$	346	$	82
Bank owned life insurance		30,840		30,647
Restricted equity securities		1,857		990
Deferred tax assets		4,169		4,272
Lease right-of-use assets		3,678		3,856
Other assets		6,262		6,082
Total	$	47,152	$	45,929

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Other comprehensive income (loss)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Other comprehensive income (loss)

2. Other comprehensive income (loss):

The components of other comprehensive income (loss) and their related tax effects are reported in the Consolidated Statements of Income and Comprehensive Income (Loss). The accumulated other comprehensive income (loss) included in the Consolidated Balance Sheets relates to net unrealized gains and losses on investment securities available-for-sale and benefit plan adjustments.

The components of accumulated other comprehensive income (loss) included in stockholders’ equity at March 31, 2020 and December 31, 2019 is as follows:

	March 31, 2020			December 31, 2019
Net unrealized loss on investment securities available-for-sale	$	914		$	676
Income tax benefit		192			142
Net of income taxes		722			534
Benefit plan adjustments		(1,117	)		(1,117	)
Income tax benefit		(235	)		(235	)
Net of income taxes		(882	)		(882	)
Accumulated other comprehensive loss	$	(160	)	$	(348	)

Other comprehensive income (loss) and related tax effects for the three months ended March 31, 2020 and 2019 is as follows:

Three months ended March 31,	2020			2019
Unrealized gain (loss) on investment securities available-for-sale	$	1,053		$	1,023
Net loss (gain) on the sale of investment securities available-for-sale (1)		(815	)		42
Other comprehensive gain (loss) before taxes		238			1,065
Income tax expense (benefit)		50			224
Other comprehensive gain (loss)	$	188		$	841

(1)  Represents amounts reclassified out of accumulated other comprehensive income and included in net loss (gain) on sale of investment securities on the consolidated statements of income and comprehensive income.

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Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2020 Office
Summary Of Significant Accounting Policies [Line Items]
Number of full service offices	27
Number of limited purpose offices	4

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Loans, net and allowance for loan losses (Tables)

3 Months Ended

Mar. 31, 2020

Receivables [Abstract]

Schedule of Loans Outstanding

The major classifications of loans outstanding, net of deferred loan origination fees and costs at March 31, 2020 and December 31, 2019 are summarized as follows. Net deferred loan costs were $885 and $1,129 at March 31, 2020 and December 31, 2019.

	March 31, 2020		December 31, 2019
Commercial	$	121,128	$	118,658
Real estate:
Construction		72,580		61,831
Commercial		476,573		455,901
Residential		209,749		207,354
Consumer		7,419		8,365
Total	$	887,449	$	852,109

Schedule of Allowance for Loan Losses Account by Major Classification of Loan

The change in the allowance for loan losses account by major loan classifications for the three months ended March 31, 2020 and 2019 is summarized as follows:

				Real Estate
March 31, 2020	Commercial			Construction		Commercial			Residential			Consumer			Unallocated		Total
Allowance for loan losses:
Beginning Balance, January 1, 2020	$	1,953		$	473	$	3,115		$	1,820		$	155				$	7,516
Charge-offs		(899	)				(95	)					(130	)				(1,124	)
Recoveries		2					1						56					59
Provisions		615			222		896			(107	)		71		$	103		1,800
Ending balance	$	1,671		$	695	$	3,917		$	1,713		$	152		$	103	$	8,251

				Real Estate
March 31, 2019	Commercial			Construction			Commercial		Residential		Consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance, January 1, 2019	$	1,162		$	404		$	3,298	$	1,286	$	50		$	148		$	6,348
Charge-offs		(376	)									(144	)					(520	)
Recoveries		5						1		1		68						75
Provisions		232			(123	)		160		279		183			(148	)		583
Ending balance	$	1,023		$	281		$	3,459	$	1,566	$	157		$			$	6,486

The allocation of the allowance for loan losses and the related loans by major classifications of loans at March 31, 2020 and December 31, 2019 is summarized as follows:

			Real Estate
March 31, 2020	Commercial		Construction		Commercial		Residential		Consumer		Unallocated		Total
Allowance for loan losses:
Ending balance	$	1,671	$	695	$	3,917	$	1,713	$	152	$	103	$	8,251
Ending balance:
individually evaluated for impairment		29				87								116
Ending balance:
collectively evaluated for impairment		1,642		695		3,830		1,713		152		103		8,135
Ending balance:
purchased credit impaired loans	$		$		$		$		$		$		$
Loans receivable:
Ending balance	$	121,128	$	72,580	$	476,573	$	209,749	$	7,419	$		$	887,449
Ending balance:
individually evaluated for impairment		1,218				1,405		2,062						4,685
Ending balance:
collectively evaluated for impairment		119,909		72,580		473,656		207,456		7,419				881,020
Ending balance:
purchased credit impaired loans	$	1	$		$	1,512	$	231	$		$		$	1,744

			Real Estate
December 31, 2019	Commercial		Construction		Commercial		Residential		Consumer		Unallocated	Total
Allowance for loan losses:
Ending balance	$	1,953	$	473	$	3,115	$	1,820	$	155	$	$	7,516
Ending balance:
individually evaluated for impairment		712				218							930
Ending balance:
collectively evaluated for impairment		1,241		473		2,897		1,820		155			6,586
Ending balance:
purchased credit impaired loans	$		$		$		$		$		$	$
Loans receivable:
Ending balance	$	118,658	$	61,831	$	455,901	$	207,354	$	8,365	$	$	852,109
Ending balance:
individually evaluated for impairment		2,260				1,224		2,085					5,569
Ending balance:
collectively evaluated for impairment		116,390		61,831		453,156		205,026		8,365			844,768
Ending balance:
purchased credit impaired loans	$	8	$		$	1,521	$	243	$		$	$	1,772

Summary of Major Classification of Loans Summarized by Aggregate Pass Rating

The following tables present the major classification of loans summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system at March 31, 2020 and December 31, 2019:

March 31, 2020	Pass		Special Mention		Substandard		Doubtful	Total
Commercial	$	111,111	$	5,964	$	4,053	$	$	121,128
Real estate:
Construction		71,454		1,126					72,580
Commercial		453,374		8,430		14,769			476,573
Residential		205,926		1,418		2,405			209,749
Consumer		7,419							7,419
Total	$	849,284	$	16,938	$	21,227	$	$	887,449
December 31, 2019	Pass		Special Mention		Substandard		Doubtful	Total
Commercial	$	109,190	$	5,992	$	3,476	$	$	118,658
Real estate:
Construction		61,678		153					61,831
Commercial		430,771		9,271		15,859			455,901
Residential		203,381		1,437		2,536			207,354
Consumer		8,365							8,365
Total	$	813,385	$	16,853	$	21,871	$	$	852,109

Summary of Classes of Loan Portfolio Summarized by Aging Categories of Performing Loans and Nonaccrual Loans

The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of March 31, 2020 and December 31, 2019. Purchase credit impaired (“PCI”) loans are excluded from the aging and nonaccrual loan schedules.

	Accrual Loans
March 31, 2020	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
Commercial	$	385	$	15	$	23	$	423	$	119,917	$	787	$	121,127
Real estate:
Construction		584		978				1,562		71,018				72,580
Commercial		9,577		1,361				10,938		463,481		642		475,061
Residential		5,062		137		652		5,851		203,048		619		209,518
Consumer		65		17		16		98		7,321				7,419
Total	$	15,673	$	2,508	$	691	$	18,872	$	864,785	$	2,048	$	885,705
Purchased credit impaired loans														1,744
Total Loans													$	887,449

	Accrual Loans
December 31, 2019	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
Commercial	$	137	$		$		$	137	$	117,354	$	1,159	$	118,650
Real estate:
Construction		9						9		61,822				61,831
Commercial		147						147		453,774		459		454,380
Residential		3,402		820		18		4,240		202,202		669		207,111
Consumer		84		14		27		125		8,240				8,365
Total	$	3,779	$	834	$	45	$	4,658	$	843,392	$	2,287	$	850,337
Purchased credit impaired loans														1,772
Total Loans													$	852,109

Schedule of Information Concerning Impaired Loans

The following tables summarize information concerning impaired loans as of and for the three months ended March 31, 2020 and 2019, and as of and for the year ended, December 31, 2019 by major loan classification:

							This Quarter
March 31, 2020	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	1,098	$	1,208			$	873	$	68
Real estate:
Construction
Commercial		2,550		2,550				2,837		47
Residential		2,292		2,422				2,345		25
Consumer
Total		5,940		6,180				6,055		140
With an allowance recorded:
Commercial		121		121	$	29		653
Real estate:
Construction
Commercial		367		367		87		513		4
Residential								45
Consumer
Total		488		488		116		1,211		4
Commercial		1,219		1,329		29		1,526		68
Real estate:
Construction
Commercial		2,917		2,917		87		3,350		51
Residential		2,292		2,422				2,390		25
Consumer
Total	$	6,428	$	6,668	$	116	$	7,266	$	144

	Recorded Investment		Unpaid Principal Balance		Related Allowance		For the Year Ended
December 31, 2019							Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	1,147	$	1,257			$	648	$	660
Real estate:
Construction
Commercial		1,963		1,963				3,124		1,456
Residential		2,329		2,467				2,397		173
Consumer
Total		5,439		5,687				6,169		2,289
With an allowance recorded:
Commercial		1,121		1,121	$	712		685
Real estate:
Construction
Commercial		782		936		218		658		17
Residential								91
Consumer
Total		1,903		2,057		930		1,434		17
Commercial		2,268		2,378		712		1,333		660
Real estate:
Construction
Commercial		2,745		2,899		218		3,782		1,473
Residential		2,329		2,467				2,488		173
Consumer
Total	$	7,342	$	7,744	$	930	$	7,603	$	2,306

							This Quarter
March 31, 2019	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	189	$	189			$	169	$	23
Real estate:
Construction		85		85				43
Commercial		4,257		4,257				4,271		100
Residential		2,217		2,217				2,342		91
Consumer
Total		6,748		6,748				6,825		214
With an allowance recorded:
Commercial		841		841	$	77		1,045
Real estate:
Construction
Commercial		371		371		91		453		4
Residential		180		318		55		181		1
Consumer
Total		1,392		1,530		223		1,679		5
Commercial		1,030		1,030		77		1,214		23
Real estate:
Construction		85		85				43
Commercial		4,628		4,628		91		4,724		104
Residential		2,397		2,535		55		2,523		92
Consumer
Total	$	8,140	$	8,278	$	223	$	8,504	$	219

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Earnings per share - Computation of Earnings per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Numerator:
Net income	$ 633	$ (687)
Denominator:
Basic	9,223,445	9,143,316
Dilutive options	9,615
Diluted	9,233,060	9,143,316
Basic	$ 0.07	$ (0.08)
Diluted	$ 0.07	$ (0.08)

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Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands	Apr. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Outstanding Loans		$ 879,198	$ 844,593
Total Loans Percentage	20.90%
Deferred Interest on Loans	$ 2,024
Loans Payable	297,400
Consumer and Commercial Loan [Member]
Outstanding Loans	$ 185,188

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Other Assets - Components of Other Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Other Assets [Abstract]
Other real estate owned	$ 346	$ 82
Bank owned life insurance	30,840	30,647
Restricted equity securities	1,857	990
Deferred tax assets	4,169	4,272
Lease right-of-use assets	3,678	3,856	$ 3,606
Other assets	6,262	6,082
Total	$ 47,152	$ 45,929

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Fair value estimates - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	$ 68,402	$ 91,247
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	68,402	91,247
Fair Value Measurements Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	68,402	91,247
Fair Value Measurements Recurring [Member] | Taxable [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	10,153	24,824
Fair Value Measurements Recurring [Member] | Tax-Exempt [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	8,342	4,333
Fair Value Measurements Recurring [Member] | Mortgage-Backed Securities - U.S. Government Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	29,308	36,134
Fair Value Measurements Recurring [Member] | Mortgage-backed Securities - U.S. Government-sponsored Enterprises [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	17,842	22,645
Fair Value Measurements Recurring [Member] | Corporate Debt Obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	2,757	3,311
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	68,402	91,247
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Taxable [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	10,153	24,824
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Tax-Exempt [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	8,342	4,333
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Mortgage-Backed Securities - U.S. Government Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	29,308	36,134
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Mortgage-backed Securities - U.S. Government-sponsored Enterprises [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	17,842	22,645
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate Debt Obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available-for-sale	$ 2,757	$ 3,311

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Earnings per share - Additional Information (Detail) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Stock options excluded from the dilutive earnings per share calculation	37,200	0

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Fair value estimates (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

Assets and liabilities measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019 are summarized as follows:

	Fair Value Measurement Using
March 31, 2020	Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
State and Municipals:
Taxable	$	10,153		$	10,153
Tax-exempt		8,342			8,342
Mortgage-backed securities:
U.S. Government agencies		29,308			29,308
U.S. Government-sponsored enterprises		17,842			17,842
Corporate debt obligations		2,757			2,757
Total	$	68,402		$	68,402
	Fair Value Measurement Using
December 31, 2019	Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
State and municipals:
Taxable	$	24,824		$	24,824
Tax-exempt		4,333			4,333
Mortgage-backed securities:
U.S. Government agencies		36,134			36,134
U.S. Government-sponsored enterprises		22,645			22,645
Corporate debt obligations		3,311			3,311
Total	$	91,247		$	91,247

Summary of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Assets and liabilities measured at fair value on a nonrecurring basis at March 31, 2020 and December 31, 2019 are summarized as follows:

	Fair Value Measurement Using
March 31, 2020	Amount		(Level 1) Quoted Prices in Active Markets for Identical Assets	(Level 2) Significant Other Observable Inputs	(Level 3) Significant Unobservable Inputs
Other real estate owned	$	346			$	346
Impaired loans, net of related allowance		372				372
Total	$	718			$	718

	Fair Value Measurement Using
December 31, 2019	Amount		(Level 1) Quoted Prices in Active Markets for Identical Assets	(Level 2) Significant Other Observable Inputs	(Level 3) Significant Unobservable Inputs
Other real estate owned	$	82			$	82
Impaired loans, net of related allowance		973				973
Total	$	1,055			$	1,055

Additional Quantitative Information about Assets Measured at Fair Value on Nonrecurring Basis

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company utilized Level 3 inputs to determine fair value at March 31, 2020 and December 31, 2019.

	Quantitative Information about Level 3 Fair Value Measurements
March 31, 2020	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
Other real estate owned	$	346	Appraisal of collateral	Appraisal adjustments	46.0% to 60.0% (47.0)%
				Liquidation expenses	10.0% to 10.0% (10.0)%
Impaired loans	$	372	Appraisal of collateral	Appraisal adjustments	10.0% to 50.0% (32.0)%
				Liquidation expenses	0.0% to 12.3% (5.7)%

	Quantitative Information about Level 3 Fair Value Measurements
December 31, 2019	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
Other real estate owned	$	82	Appraisal of collateral	Appraisal adjustments	42.0% to 60.0% (52.0)%
				Liquidation expenses	10.0% to 10.0% (10.0)%
Impaired loans	$	973	Appraisal of collateral	Appraisal adjustments	10.0% to 50.0% (22.0)%
				Liquidation expenses	9.5% to 12.3% (8.8)%

The carrying and fair values of the Company’s financial instruments at March 31, 2020 and December 31, 2019 and their placement within the fair value hierarchy are as follows:

Carrying and Fair Values of Riverview's Financial Instruments

			Fair Value Hierarchy
March 31, 2020	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	73,235	$	73,235	$	73,235
Investment securities		68,402		68,402			$	68,402
Loans held for sale		272		272				272
Net loans (1)		879,198		860,456						860,456
Accrued interest receivable		2,589		2,589				345		2,244
Financial liabilities:
Deposits	$	958,503	$	962,450			$	962,450
Long-term debt		26,992		26,575				26,575
Accrued interest payable		424		424				424
			Fair Value Hierarchy
December 31, 2019	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	50,348	$	50,348	$	50,348
Investment securities available-for-sale		91,247		91,247			$	91,247
Loans held for sale		81		81				81
Net loans (1)		844,593		836,074					$	836,074
Accrued interest receivable		2,414		2,414				461		1,953
Financial liabilities:
Deposits	$	940,480	$	940,546			$	940,546
Long-term debt		6,971		6,971				6,971
Accrued interest payable		435		435				435

1)  The carrying amount is net of unearned income and the allowance for loan losses in accordance with the adoption of ASU No. 2016-01 where the fair value of loans as of March 31, 2020 and December 31, 2019 was measured using an exit price notion.

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Investment securities (Tables)

3 Months Ended

Mar. 31, 2020

Investments, Debt and Equity Securities [Abstract]

Schedule of Amortized Cost and Fair Value of Investment Securities Available-for-Sale Aggregated by Investment Category

The amortized cost and fair value of investment securities available-for-sale aggregated by investment category at March 31, 2020 and December 31, 2019 are summarized as follows:

March 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and municipals:
Taxable	$	9,736	$	423	$	6	$	10,153
Tax-exempt		8,448		36		142		8,342
Mortgage-backed securities:
U.S. Government agencies		28,508		800				29,308
U.S. Government-sponsored enterprises		17,296		546				17,842
Corporate debt obligations		3,500				743		2,757
Total	$	67,488	$	1,805	$	891	$	68,402
December 31, 2019	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and municipals:
Taxable	$	24,365	$	466	$	7	$	24,824
Tax-exempt		4,260		73				4,333
Mortgage-backed securities:
U.S. Government agencies		36,024		294		184		36,134
U.S. Government-sponsored enterprises		22,422		265		42		22,645
Corporate debt obligations		3,500				189		3,311
Total	$	90,571	$	1,098	$	422	$	91,247

Schedule of Debt Securities Classified Available-for-Sale Maturity Distribution of Fair Value

The maturity distribution of the fair value, which is the net carrying amount, of the debt securities classified as available-for-sale at March 31, 2020, is summarized as follows:

March 31, 2020	Fair Value
Within one year	$	477
After one but within five years		5,423
After five but within ten years		6,486
After ten years		8,866
		21,252
Mortgage-backed securities		47,150
Total	$	68,402

Schedule of Fair Value Gross Unrealized Losses of Investment Securities Unrealized Losses

The fair value and gross unrealized losses of investment securities with unrealized losses for which an other-than-temporary impairment (“OTTI”) has not been recognized at March 31, 2020 and December 31, 2019, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized as follows:

	Less Than 12 Months				12 Months or More				Total
March 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and municipals:
Taxable	$	785	$	6	$		$		$	785	$	6
Tax-exempt
Mortgage-backed securities:
U.S. Government agencies		4,094		142						4,094		142
U.S. Government-sponsored enterprises
Corporate debt obligation						2,757		743		2,757		743
Total	$	4,879	$	148	$	2,757	$	743	$	7,636	$	891

	Less Than 12 Months				12 Months or More				Total
December 31, 2019	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and municipals:
Taxable		1,280	$	7	$		$		$	1,280	$	7
Tax-exempt
Mortgage-backed securities:
U.S. Government agencies		15,799		184						15,799		184
U.S. Government-sponsored enterprises						3,245		42		3,245		42
Corporate debt obligations						3,311		189		3,311		189
Total	$	17,079	$	191	$	6,556	$	231	$	23,635	$	422

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Leases - Additional Information (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) Location	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Number of Location Leased | Location	14
Number of property | Location	31
Operating lease, right-of-use asset	$ 3,678	$ 3,606	$ 3,856
Operating lease, liability	3,723	3,616
Operating lease cost	$ 199	$ 147
Maximum [Member]
Remaining lease term	34 years
Minimum [Member]
Remaining lease term	1 year

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Fair value estimates - Summary of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Detail) - Fair Value Measurements Nonrecurring [Member] - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other real estate owned	$ 346	$ 82
Impaired loans, net of related allowance	372	973
Total	718	1,055
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other real estate owned	346	82
Impaired loans, net of related allowance	372	973
Total	$ 718	$ 1,055

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Investment Securities - Additional Information (Detail) $ in Thousands	Mar. 31, 2020 USD ($) Securities	Dec. 31, 2019 USD ($) Securities
Schedule of Available-for-sale Securities [Line Items]
Securities pledged to secure public deposits, fair value | $	$ 46,152	$ 63,389
Available-for-sale securities in unrealized loss position, number of securities	10	22
Taxable [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities in unrealized loss position, number of securities	2	2
Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities in unrealized loss position, number of securities	7	19
Available-for-sale securities in unrealized loss position for twelve months or more, number of securities		4
Corporate Debt Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities in unrealized loss position, number of securities	1	1
Available-for-sale securities in unrealized loss position for twelve months or more, number of securities		1

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Loans, Net and Allowance for Loan Losses - Schedule of Loans Outstanding (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Financing Receivable, Impaired [Line Items]
Financing Receivable	$ 887,449	$ 852,109
Commercial [Member]
Financing Receivable, Impaired [Line Items]
Financing Receivable	121,128	118,658
Construction [Member]
Financing Receivable, Impaired [Line Items]
Financing Receivable	72,580	61,831
Commercial Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Financing Receivable	476,573	455,901
Residential [Member]
Financing Receivable, Impaired [Line Items]
Financing Receivable	209,749	207,354
Consumer [Member]
Financing Receivable, Impaired [Line Items]
Financing Receivable	$ 7,419	$ 8,365

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Loans, Net and Allowance for Loan Losses - Schedule of Information Concerning Impaired Loans (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance recorded, recorded investment	$ 5,940	$ 6,748	$ 5,439
Impaired loans with an allowance recorded, recorded investment	488	1,392	1,903
Impaired loans, recorded investment	6,428	8,140	7,342
Impaired loans with no related allowance recorded, unpaid principal balance	6,180	6,748	5,687
Impaired loans with an allowance recorded, unpaid principal balance	488	1,530	2,057
Impaired loans, unpaid principal balance	6,668	8,278	7,744
Impaired loans with an allowance recorded, related allowance	116	223	930
Impaired loans, related allowance	116	223	930
Impaired loans with no related allowance recorded, average recorded investment	6,055	6,825	6,169
Impaired loans with an allowance recorded, average recorded investment	1,211	1,679	1,434
Impaired loans, average recorded investment	7,266	8,504	7,603
Impaired loans with no related allowance recorded, interest income recognized	140	214	2,289
Impaired loans with an allowance recorded, interest income recognized	4	5	17
Impaired loans, interest income recognized	144	219	2,306
Commercial [Member]
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance recorded, recorded investment	1,098	189	1,147
Impaired loans with an allowance recorded, recorded investment	121	841	1,121
Impaired loans, recorded investment	1,219	1,030	2,268
Impaired loans with no related allowance recorded, unpaid principal balance	1,208	189	1,257
Impaired loans with an allowance recorded, unpaid principal balance	121	841	1,121
Impaired loans, unpaid principal balance	1,329	1,030	2,378
Impaired loans with an allowance recorded, related allowance	29	77	712
Impaired loans, related allowance	29	77	712
Impaired loans with no related allowance recorded, average recorded investment	873	169	648
Impaired loans with an allowance recorded, average recorded investment	653	1,045	685
Impaired loans, average recorded investment	1,526	1,214	1,333
Impaired loans with no related allowance recorded, interest income recognized	68	23	660
Impaired loans, interest income recognized	68	23	660
Real Estate Commercial [Member]
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance recorded, recorded investment	2,550	4,257	1,963
Impaired loans with an allowance recorded, recorded investment	367	371	782
Impaired loans, recorded investment	2,917	4,628	2,745
Impaired loans with no related allowance recorded, unpaid principal balance	2,550	4,257	1,963
Impaired loans with an allowance recorded, unpaid principal balance	367	371	936
Impaired loans, unpaid principal balance	2,917	4,628	2,899
Impaired loans with an allowance recorded, related allowance	87	91	218
Impaired loans, related allowance	87	91	218
Impaired loans with no related allowance recorded, average recorded investment	2,837	4,271	3,124
Impaired loans with an allowance recorded, average recorded investment	513	453	658
Impaired loans, average recorded investment	3,350	4,724	3,782
Impaired loans with no related allowance recorded, interest income recognized	47	100	1,456
Impaired loans with an allowance recorded, interest income recognized	4	4	17
Impaired loans, interest income recognized	51	104	1,473
Real Estate Residential [Member]
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance recorded, recorded investment	2,292	2,217	2,329
Impaired loans with an allowance recorded, recorded investment		180
Impaired loans, recorded investment	2,292	2,397	2,329
Impaired loans with no related allowance recorded, unpaid principal balance	2,422	2,217	2,467
Impaired loans with an allowance recorded, unpaid principal balance		318
Impaired loans, unpaid principal balance	2,422	2,535	2,467
Impaired loans with an allowance recorded, related allowance		55
Impaired loans, related allowance		55
Impaired loans with no related allowance recorded, average recorded investment	2,345	2,342	2,397
Impaired loans with an allowance recorded, average recorded investment	45	181	91
Impaired loans, average recorded investment	2,390	2,523	2,488
Impaired loans with no related allowance recorded, interest income recognized	25	91	173
Impaired loans with an allowance recorded, interest income recognized		1
Impaired loans, interest income recognized	$ 25	92	$ 173
Real Estate Construction [Member]
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance recorded, recorded investment		85
Impaired loans with no related allowance recorded, unpaid principal balance		85
Impaired loans with no related allowance recorded, average recorded investment		$ 43

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Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

9. Subsequent Events:

In December 2019, COVID-19 surfaced in Wuhan, China, and has since spread around the world, resulting in significant business and social disruption. COVID-19 was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020. The operations and business results of the Company are being materially affected by the pandemic. As of April 30, 2020, we have granted temporary modifications to consumer and commercial loan customers for 355 loans with outstanding balances totaling $185,188, or 20.9%, of total loans. The deferral of interest payments on these loans total $2,024. The Company has also participated in the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), Paycheck Protection Program, a multi-billion dollar specialized low-interest loan program funded by the U.S. Treasury Department and administered by the U.S. Small Business Administration. The PPP provides borrower guarantees for lenders, as well as loan forgiveness incentives for borrowers that utilize the loan proceeds to cover employee compensation-related business operating costs. Through April 30, 2020, the Company has submitted 1,534 PPP loans totaling $297,400, most of which have been approved and await customer execution of the loan documents. The Company is utilizing the Federal Reserve’s Paycheck Protection Program Liquidity Facility (“PPPLF”) to meet the funding needs of its borrowers of PPP loans.

The extent to which the coronavirus may impact business activity or financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others.

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Loans, net and allowance for loan losses

3 Months Ended

Mar. 31, 2020

Receivables [Abstract]

Loans, net and allowance for loan losses

5. Loans, net and allowance for loan losses:

The major classifications of loans outstanding, net of deferred loan origination fees and costs at March 31, 2020 and December 31, 2019 are summarized as follows. Net deferred loan costs were $885 and $1,129 at March 31, 2020 and December 31, 2019.

	March 31, 2020		December 31, 2019
Commercial	$	121,128	$	118,658
Real estate:
Construction		72,580		61,831
Commercial		476,573		455,901
Residential		209,749		207,354
Consumer		7,419		8,365
Total	$	887,449	$	852,109

The change in the allowance for loan losses account by major loan classifications for the three months ended March 31, 2020 and 2019 is summarized as follows:

				Real Estate
March 31, 2020	Commercial			Construction		Commercial			Residential			Consumer			Unallocated		Total
Allowance for loan losses:
Beginning Balance, January 1, 2020	$	1,953		$	473	$	3,115		$	1,820		$	155				$	7,516
Charge-offs		(899	)				(95	)					(130	)				(1,124	)
Recoveries		2					1						56					59
Provisions		615			222		896			(107	)		71		$	103		1,800
Ending balance	$	1,671		$	695	$	3,917		$	1,713		$	152		$	103	$	8,251

				Real Estate
March 31, 2019	Commercial			Construction			Commercial		Residential		Consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance, January 1, 2019	$	1,162		$	404		$	3,298	$	1,286	$	50		$	148		$	6,348
Charge-offs		(376	)									(144	)					(520	)
Recoveries		5						1		1		68						75
Provisions		232			(123	)		160		279		183			(148	)		583
Ending balance	$	1,023		$	281		$	3,459	$	1,566	$	157		$			$	6,486

The allocation of the allowance for loan losses and the related loans by major classifications of loans at March 31, 2020 and December 31, 2019 is summarized as follows:

			Real Estate
March 31, 2020	Commercial		Construction		Commercial		Residential		Consumer		Unallocated		Total
Allowance for loan losses:
Ending balance	$	1,671	$	695	$	3,917	$	1,713	$	152	$	103	$	8,251
Ending balance:
individually evaluated for impairment		29				87								116
Ending balance:
collectively evaluated for impairment		1,642		695		3,830		1,713		152		103		8,135
Ending balance:
purchased credit impaired loans	$		$		$		$		$		$		$
Loans receivable:
Ending balance	$	121,128	$	72,580	$	476,573	$	209,749	$	7,419	$		$	887,449
Ending balance:
individually evaluated for impairment		1,218				1,405		2,062						4,685
Ending balance:
collectively evaluated for impairment		119,909		72,580		473,656		207,456		7,419				881,020
Ending balance:
purchased credit impaired loans	$	1	$		$	1,512	$	231	$		$		$	1,744

			Real Estate
December 31, 2019	Commercial		Construction		Commercial		Residential		Consumer		Unallocated	Total
Allowance for loan losses:
Ending balance	$	1,953	$	473	$	3,115	$	1,820	$	155	$	$	7,516
Ending balance:
individually evaluated for impairment		712				218							930
Ending balance:
collectively evaluated for impairment		1,241		473		2,897		1,820		155			6,586
Ending balance:
purchased credit impaired loans	$		$		$		$		$		$	$
Loans receivable:
Ending balance	$	118,658	$	61,831	$	455,901	$	207,354	$	8,365	$	$	852,109
Ending balance:
individually evaluated for impairment		2,260				1,224		2,085					5,569
Ending balance:
collectively evaluated for impairment		116,390		61,831		453,156		205,026		8,365			844,768
Ending balance:
purchased credit impaired loans	$	8	$		$	1,521	$	243	$		$	$	1,772

The Company segments loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Loans are individually analyzed for credit risk by classifying them within the Company’s internal risk rating system. The Company’s risk rating classifications are defined as follows:

• Pass—A loan to borrowers with acceptable credit quality and risk that is not adversely classified as Substandard, Doubtful, Loss or designated as Special Mention.

• Special Mention—A loan that has potential weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Special Mention loans are not adversely classified since they do not expose the Company to sufficient risk to warrant adverse classification.

• Substandard—A loan that is inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

• Doubtful—A loan classified as Doubtful has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make the collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

• Loss—A loan classified as Loss is considered uncollectible and of such little value that its continuance as a bankable loan is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may occur in the future.

The following tables present the major classification of loans summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system at March 31, 2020 and December 31, 2019:

March 31, 2020	Pass		Special Mention		Substandard		Doubtful	Total
Commercial	$	111,111	$	5,964	$	4,053	$	$	121,128
Real estate:
Construction		71,454		1,126					72,580
Commercial		453,374		8,430		14,769			476,573
Residential		205,926		1,418		2,405			209,749
Consumer		7,419							7,419
Total	$	849,284	$	16,938	$	21,227	$	$	887,449
December 31, 2019	Pass		Special Mention		Substandard		Doubtful	Total
Commercial	$	109,190	$	5,992	$	3,476	$	$	118,658
Real estate:
Construction		61,678		153					61,831
Commercial		430,771		9,271		15,859			455,901
Residential		203,381		1,437		2,536			207,354
Consumer		8,365							8,365
Total	$	813,385	$	16,853	$	21,871	$	$	852,109

The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of March 31, 2020 and December 31, 2019. Purchase credit impaired (“PCI”) loans are excluded from the aging and nonaccrual loan schedules.

	Accrual Loans
March 31, 2020	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
Commercial	$	385	$	15	$	23	$	423	$	119,917	$	787	$	121,127
Real estate:
Construction		584		978				1,562		71,018				72,580
Commercial		9,577		1,361				10,938		463,481		642		475,061
Residential		5,062		137		652		5,851		203,048		619		209,518
Consumer		65		17		16		98		7,321				7,419
Total	$	15,673	$	2,508	$	691	$	18,872	$	864,785	$	2,048	$	885,705
Purchased credit impaired loans														1,744
Total Loans													$	887,449

	Accrual Loans
December 31, 2019	30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
Commercial	$	137	$		$		$	137	$	117,354	$	1,159	$	118,650
Real estate:
Construction		9						9		61,822				61,831
Commercial		147						147		453,774		459		454,380
Residential		3,402		820		18		4,240		202,202		669		207,111
Consumer		84		14		27		125		8,240				8,365
Total	$	3,779	$	834	$	45	$	4,658	$	843,392	$	2,287	$	850,337
Purchased credit impaired loans														1,772
Total Loans													$	852,109

The following tables summarize information concerning impaired loans as of and for the three months ended March 31, 2020 and 2019, and as of and for the year ended, December 31, 2019 by major loan classification:

							This Quarter
March 31, 2020	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	1,098	$	1,208			$	873	$	68
Real estate:
Construction
Commercial		2,550		2,550				2,837		47
Residential		2,292		2,422				2,345		25
Consumer
Total		5,940		6,180				6,055		140
With an allowance recorded:
Commercial		121		121	$	29		653
Real estate:
Construction
Commercial		367		367		87		513		4
Residential								45
Consumer
Total		488		488		116		1,211		4
Commercial		1,219		1,329		29		1,526		68
Real estate:
Construction
Commercial		2,917		2,917		87		3,350		51
Residential		2,292		2,422				2,390		25
Consumer
Total	$	6,428	$	6,668	$	116	$	7,266	$	144

	Recorded Investment		Unpaid Principal Balance		Related Allowance		For the Year Ended
December 31, 2019							Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	1,147	$	1,257			$	648	$	660
Real estate:
Construction
Commercial		1,963		1,963				3,124		1,456
Residential		2,329		2,467				2,397		173
Consumer
Total		5,439		5,687				6,169		2,289
With an allowance recorded:
Commercial		1,121		1,121	$	712		685
Real estate:
Construction
Commercial		782		936		218		658		17
Residential								91
Consumer
Total		1,903		2,057		930		1,434		17
Commercial		2,268		2,378		712		1,333		660
Real estate:
Construction
Commercial		2,745		2,899		218		3,782		1,473
Residential		2,329		2,467				2,488		173
Consumer
Total	$	7,342	$	7,744	$	930	$	7,603	$	2,306

							This Quarter
March 31, 2019	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial	$	189	$	189			$	169	$	23
Real estate:
Construction		85		85				43
Commercial		4,257		4,257				4,271		100
Residential		2,217		2,217				2,342		91
Consumer
Total		6,748		6,748				6,825		214
With an allowance recorded:
Commercial		841		841	$	77		1,045
Real estate:
Construction
Commercial		371		371		91		453		4
Residential		180		318		55		181		1
Consumer
Total		1,392		1,530		223		1,679		5
Commercial		1,030		1,030		77		1,214		23
Real estate:
Construction		85		85				43
Commercial		4,628		4,628		91		4,724		104
Residential		2,397		2,535		55		2,523		92
Consumer
Total	$	8,140	$	8,278	$	223	$	8,504	$	219

For the three months ended March 31, interest income related to impaired loans, would have been $21 in 2020 and $60 in 2019 had the loans been current and the terms of the loans not been modified.

Troubled debt restructured loans are loans with original terms, interest rate, or both, that have been modified as a result of a deterioration in the borrower’s financial condition and a concession has been granted that the Company would not otherwise consider. Unless on nonaccrual, interest income on these loans is recognized when earned, using the interest method. The Company offers a variety of modifications to borrowers that would be considered concessions. The modification categories offered generally fall within the following categories:

• Rate Modification—A modification in which the interest rate is changed to a below market rate.

• Term Modification—A modification in which the maturity date, timing of payments or frequency of payments is changed.

• Interest Only Modification—A modification in which the loan is converted to interest only payments for a period of time.

• Payment Modification—A modification in which the dollar amount of the payment is changed, other than an interest only modification described above.

• Combination Modification—Any other type of modification, including the use of multiple categories above.

Included in the commercial loan and commercial and residential real estate categories are troubled debt restructures that are classified as impaired. Troubled debt restructures totaled $2,680 at March 31, 2020, $2,701 at December 31, 2019 and $2,765 at March 31, 2019.

There were no loans modified as troubled debt restructures for the three months ended March 31, 2020. There was one loan modified as a troubled debt restructure for the three months ended March 31, 2019.

During the three months ended March 31, 2020, there was one default for a commercial real estate loan totaling $368 on loans restructured. During the three months ended March 31, 2019 there was one default on a restructured residential loan.

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused portions of lines of credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk over and above the amount recognized in the consolidated balance sheets.

Unused portions of off-balance sheet commitments at March 31, 2020, totaled $160,714, consisting of $85,796 in lines of credit, $32,263 in construction loans, $14,395 in commitments to extend credit, $23,745 in deposit overdraft protection and $4,515 in standby letters of credit. In comparison, unused portions of off-balance sheet commitments, at December 31, 2019, totaled $176,243, consisting of $81,665 in lines of credit, $41,168 in construction loans, $24,954 in commitments to extend credit, $23,730 in deposit overdraft protection and $4,726 in standby letters of credit.

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Summary of significant accounting policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Summary of significant accounting policies

1. Summary of significant accounting policies:

Nature of Operations

Riverview Financial Corporation, (the “Company” or “Riverview”), a bank holding company incorporated under the laws of Pennsylvania, provides a full range of financial services through its wholly-owned subsidiary, Riverview Bank (the “Bank”).

Riverview Bank, with twenty seven (27) full service offices and four (4) limited purpose offices, is a full service commercial bank offering a wide range of traditional banking services and financial advisory, insurance and investment services to individuals, municipalities and small-to-medium sized businesses in the Pennsylvania market areas of Berks, Blair, Bucks, Centre, Clearfield, Cumberland, Dauphin, Huntingdon, Lebanon, Lehigh, Lycoming, Perry, Schuylkill and Somerset Counties. The Wealth and Trust Management divisions of the Bank provide trust and investment advisory services to the general public and businesses.

Basis of presentation:

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP’) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current year’s presentation. These reclassifications did not have any effect on the operating results or financial position of the Company. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for complete financial statements. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10-K, filed on March 16, 2020.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided. Actual results could differ from those estimates.

The operating results and financial position of the Company for the three months ended as of March 31, 2020, are not necessarily indicative of the results of operations and financial position that may be expected in the future. This is especially true given the recent outbreak of the Coronavirus (“COVID-19”) pandemic which may adversely affect the Company’s business results of operations and financial conditions for an indefinite period.

Beginning in the first quarter of 2020, the COVID-19 pandemic has caused disruption in economic and social activity, both globally and in the United States. The spread of COVID-19, and the related government actions to mandate or encourage quarantines and social distancing, have caused severe disruptions in the U.S. economy, which has and will likely continue to, in turn, disrupt the business, activities, and operations of our customers, as well as our own business and operations.

The national public health crisis arising from the COVID-19 pandemic and public expectations about it, combined with certain pre-existing factors, including, but not limited to, international trade disputes, inflation risks, and oil price volatility, could further destabilize the financial markets and the markets in which Riverview operates. The resulting impacts of the pandemic on consumers, including the sudden significant increase in the unemployment rate, is expected to cause changes in consumer and business spending, borrowing needs and saving habits, which will likely affect the demand for loans and other products and services Riverview offers, as well as the creditworthiness of potential and current borrowers. The significant decrease in commercial activity associated with the pandemic, both nationally and in Riverview’s markets, may cause customers, vendors, and counterparties to be unable to meet existing payment or other obligations to Riverview and the Bank.

Riverview’s business is dependent upon the willingness and ability of its customers to conduct banking and other financial transactions. Riverview expects the pandemic to limit, at least for a period of time, customer demand for many banking activities. Many companies and residents in our market area are subject to mandatory “non-essential business” shut-downs and “stay at home” orders, which have reduced banking activity across our market area. In response to these mandates, Riverview has temporarily limited most locations to drive-up and ATM services, with lobby access available by appointment only, reduced hours of operation at some locations and encouraged our customers to use electronic banking platforms. We expect these measures to remain in place for an undetermined period of time. In addition, the use of quarantines and social distancing methods to curtail the spread of COVID-19—whether mandated by governmental authorities or recommended as a public health practice—may adversely affect Riverview’s operations as key personnel, employees and customers avoid physical interaction. The continued spread of COVID-19 could also negatively impact the business and operations of third-party service providers who perform critical services for Riverview’s business. It is not yet known what impact these operational changes may have on Riverview’s financial performance.

There continue to be broad concerns related to the potential effects of the COVID-19 pandemic. Even after government mandated stay at home orders expire, the aftereffects of the pandemic may continue to have an adverse effect on, among other things, (i) our ability to attract customer deposits, (ii) the ability of our borrowers to satisfy their obligations to us, (iii) the demand for our loans or our other products and services and/or (iv) unemployment rates, financial markets, real estate markets or economic growth.

The outbreak of COVID-19 has significantly affected the financial markets and has resulted in a number of responses by the U.S. government, including a reduction in interest rates by the Federal Reserve. These reductions in interest rates, especially if prolonged, could adversely affect our net interest income, margins and our profitability.

The COVID-19 pandemic and its impact on the economy heighten the risks related to economic conditions in our market areas, interest rates, loan losses and reliance on our executives and third-party service providers. For example, borrower loan defaults that adversely affect Riverview’s earnings correlate with deteriorating economic conditions, which, in turn, may impact borrowers’ creditworthiness. If our borrowers are unable to meet their payment obligations to us, we will be required to increase our allowance for the losses through provisions for credit losses. In addition, loan programs adopted by the federal government, such as the Paycheck Protection Program (“PPP”), while intended to lessen the impact of the pandemic on businesses, may result in a decreased demand for Riverview’s loan products.

The impact of the pandemic on Riverview’s financial results is evolving and uncertain. The Company expects Riverview’s net interest income and non-interest income to decline and credit-related losses to increase for an uncertain period given the decline in economic activity occurring due to the coronavirus and the actions by the Federal Reserve with respect to interest rates. We believe that we may experience a material adverse effect in our business, results of operations and financial condition as a result of the COVID-19 pandemic for an indefinite period. Material adverse impacts may include all or a combination of valuation impairments on Riverview’s intangible assets, investments, loans or deferred taxes.

As of the March 31, 2020, the Company does not believe there exists any impairment to our goodwill, intangible assets, long-lived assets, right of use assets, or available-for-sale investment securities due to the COVID-19 pandemic. The Company assessed goodwill and concluded there was no impairment present based on the results of a qualitative test as of March 31, 2020. It is uncertain whether prolonged effects of the COVID-19 pandemic will result in future impairment charges related to any of the aforementioned assets.

Accounting Standards Adopted in 2020

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. The update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This accounting guidance became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. The Company should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The impairment charge is limited to the amount of goodwill allocated to that reporting unit. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of the new guidance on January 1, 2020 did not have a material effect on the Company’s financial position, results of operations or disclosures.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments in this Update improve the effectiveness of fair value measurement disclosures by modifying the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The ASU became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This guidance aligns the accounting for implementation costs related to a hosting arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Common examples of hosting arrangements include software as a service, platform or infrastructure as a service and other similar types of hosting arrangements. While capitalized costs related to internal-use software is generally considered an intangible asset, costs incurred to implement a cloud computing arrangement that is a service contract would typically be characterized in the company’s financial statements in the same manner as other service costs (e.g., prepaid expense). The new guidance provides that an entity would be required to amortize capitalized implementation costs over the term of the hosting arrangement on a straight-line basis unless another systematic and rational basis is more representative of the pattern in which the entity expects to benefit from access to the hosted software. This update became effective on January 1, 2020. The adoption of the guidance did not have a material effect on the Company’s financial position, results of operations or disclosures.

Recent Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. ASU No. 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in earlier recognition of credit losses. ASU No. 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. In November 2018, the FASB issued ASU No. 2018-19—Codification Improvements to Topic 326, Financial Instruments—Credit Losses. The amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In May 2019, the FASB issued ASU No. 2019-05 “Financial Instruments-Credit Losses (Topic 326)-Targeted Transition Relief” which amends ASU No. 2016-13 to allow companies to irrevocably elect, upon adoption of ASU No, 2016-13, the fair value option on financial instruments that were previously recorded at amortized cost and are within the scope of ASC 326-20 if the instruments are eligible for the fair value option under ASC 825-10. The fair value option election does not apply to held-to-maturity debt securities. Entities are required to make this election on an instrument-by-instrument basis. In November 2019, the FASB issued ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which provides specific improvements and clarifications to the guidance in Topic 326. Addresses expected recoveries for purchased financial assets with credit deterioration, transition relief for troubled debt restructurings, disclosures related to accrued interest receivables, financial assets secured by collateral maintenance provisions, and conforming cross-references to Subtopic 805-20. In December 2018, the federal bank regulatory agencies approved a final rule that modifies their regulatory capital rules and provides institutions the option to phase in over a three-year period any day-one regulatory capital effects of the new accounting standard. The Company has formed an internal management committee and engaged a third-party vendor to assist with the transition to the guidance set forth in this update. The committee is currently evaluating the impact of this update on the Company’s Consolidated Financial Statements, but the ALLL is expected to increase upon adoption since the allowance will be required to cover the full expected life of the portfolio. The extent of this increase is still being evaluated and will depend on economic conditions and the composition of the loan and lease portfolio at the time of adoption. Management is currently evaluating the preliminary modeling results, including a qualitative framework to account for the drivers of credit losses that are not captured by the quantitative model. In October 2019, the FASB affirmed its previously proposed amendment to delay the effective date for small reporting public companies to interim and annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company currently expects as of January 1, 2023 to recognize a one-time cumulative effect adjustment to increase the ALLL with an offsetting reduction to the retained earnings component of equity.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)—Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans”. Subtopic 715-20 addresses the disclosure of other accounting and reporting requirements related to single-employer defined benefit pension or other postretirement benefit plans. The amendments in this Update remove disclosures that no longer are considered cost-beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. Although narrow in scope, the amendments are considered an important part of the Board’s efforts to improve the effectiveness of disclosures in the notes to financial statements by applying concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The amendments in this Update apply to all employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for all entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The adoption of the new guidance is not expected to have a material effect on the Company’s financial position, results of operations or disclosures.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes”, an update to simplify the accounting for income taxes by removing certain exceptions in Topic 740 Income Taxes. In addition, ASU No. 2019-12 improves consistent application of other areas of guidance within Topic 740 by clarifying and amending existing guidance. The new guidance is effective fiscal years beginning after December 15, 2020. The adoption of the new guidance is not expected to have a material effect on the Company’s financial position, results of operations or disclosures.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)”. In response to concerns about structural risks of interbank offered rates (“IBORs”), and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The amendments in this Update provide optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered “minor” so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. An entity may elect to apply ASU 2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We are evaluating the impacts of this ASU and have not yet determined whether LIBOR transition and this ASU will have a material effect on our business operations and consolidated financial statements.

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CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Interest and fees on loans:
Taxable	$ 9,782	$ 10,688
Tax-exempt	245	230
Interest on investment securities available-for-sale:
Taxable	535	740
Tax-exempt	37	69
Interest on interest-bearing deposits in other banks	89	231
Interest on federal funds sold
Total interest income	10,688	11,958
Interest expense:
Interest on deposits	1,789	2,073
Interest on short-term borrowings	5
Interest on long-term debt	123	134
Total interest expense	1,917	2,207
Net interest income	8,771	9,751
Provision for loan losses	1,800	583
Net interest income after provision for loan losses	6,971	9,168
Noninterest income:
Bank owned life insurance investment income	193	187
Net gain (loss) on sale of investment securities available-for-sale	815	(42)
Total noninterest income	2,930	1,811
Noninterest expense:
Salaries and employee benefits expense	5,056	7,510
Net occupancy and equipment expense	1,180	1,089
Amortization of intangible assets	170	194
Net cost (benefit) of operation of other real estate owned	(11)	127
Other expenses	2,817	3,044
Total noninterest expense	9,212	11,964
Income (loss) before income taxes	689	(985)
Income tax expense (benefit)	56	(298)
Net income (loss)	633	(687)
Other comprehensive income (loss):
Unrealized gain (loss) on investment securities available-for-sale	1,053	1,023
Reclassification adjustment for net (gain) loss on sale of investment securities available-for-sale included in net income	(815)	42
Income tax expense related to other comprehensive income	50	224
Other comprehensive income, net of income taxes	188	841
Comprehensive income	$ 821	$ 154
Net income (loss):
Basic	$ 0.07	$ (0.08)
Diluted	$ 0.07	$ (0.08)
Average common shares outstanding:
Basic	9,223,445	9,143,316
Diluted	9,233,060	9,143,316
Dividends declared	$ 0.08	$ 0.10
Service Charges, Fees and Commissions [Member]
Noninterest income:
Noninterest income	$ 1,381	$ 1,053
Commission and Fees on Fiduciary Activities [Member]
Noninterest income:
Noninterest income	213	260
Wealth Management Income [Member]
Noninterest income:
Noninterest income	220	247
Mortgage Banking Income [Member]
Noninterest income:
Noninterest income	$ 108	$ 106

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Other comprehensive income (loss) - Summary of Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	$ (160)	$ (348)
Unrealized Losses on Available-for-Sale [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss, before tax	914	676
Income tax benefit	192	142
Accumulated other comprehensive loss	722	534
Defined Benefit Pension Items [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss, before tax	(1,117)	(1,117)
Income tax benefit	(235)	(235)
Accumulated other comprehensive loss	$ (882)	$ (882)

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Other assets (Tables)

3 Months Ended

Mar. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Components of Other Assets

The components of other assets at March 31, 2020 and December 31, 2019 are summarized as follows:

	March 31, 2020		December 31, 2019
Other real estate owned	$	346	$	82
Bank owned life insurance		30,840		30,647
Restricted equity securities		1,857		990
Deferred tax assets		4,169		4,272
Lease right-of-use assets		3,678		3,856
Other assets		6,262		6,082
Total	$	47,152	$	45,929

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Leases - Summary of Lease Payment Obligation (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
2020	$ 572
2021	754
2022	697
2023	485
2024	317
Thereafter	1,567
Total lease payments	4,392
Less imputed interest	669
Operating lease liability	$ 3,723	$ 3,616

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Fair value estimates- Carrying and Fair Values of Riverview's Financial Instruments (Detail) - USD ($) $ in Thousands		Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Financial assets:
Cash and cash equivalents		$ 73,235	$ 50,348	$ 68,101	$ 53,816
Investment securities available-for-sale		68,402	91,247
Loans held for sale		272	81
Net loans		879,198	844,593
Accrued interest receivable		2,589	2,414
Restricted equity securities		1,857	990
Financial liabilities:
Deposits		958,503	940,480
Long-term debt		26,992	6,971
Accrued interest payable		424	435
Carrying Amount [Member]
Financial assets:
Cash and cash equivalents		73,235	50,348
Investment securities available-for-sale		68,402	91,247
Loans held for sale		272	81
Net loans	[1]	879,198	844,593
Accrued interest receivable		2,589	2,414
Financial liabilities:
Deposits		958,503	940,480
Long-term debt		26,992	6,971
Accrued interest payable		424	435
Fair Value [Member]
Financial assets:
Cash and cash equivalents		73,235	50,348
Investment securities available-for-sale		68,402	91,247
Loans held for sale		272	81
Net loans	[1]	860,456	836,074
Accrued interest receivable		2,589	2,414
Restricted equity securities		962,450
Financial liabilities:
Deposits		962,450	940,546
Long-term debt		26,575	6,971
Accrued interest payable		424	435
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Financial assets:
Cash and cash equivalents		73,235	50,348
Significant Other Observable Inputs (Level 2) [Member]
Financial assets:
Investment securities available-for-sale		68,402	91,247
Loans held for sale		272	81
Accrued interest receivable		345	461
Financial liabilities:
Deposits		962,450	940,546
Long-term debt		26,575	6,971
Accrued interest payable		424	435
Significant Unobservable Inputs (Level 3) [Member]
Financial assets:
Net loans	[1]	860,456	836,074
Accrued interest receivable		$ 2,244	$ 1,953

[1] The carrying amount is net of unearned income and the allowance for loan losses in accordance with the adoption of ASU No. 2016-01 where the fair value of loans as of March 31, 2020 and December 31, 2019 was measured using an exit price notion.

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Leases

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Leases

7. Leases:

On March 31, 2020, the Company leased 14 of its 31 locations. The Company’s operating lease right-of-use (“ROU”) assets and related lease liabilities were $3,678 and $3,723, respectively, and have remaining terms ranging from 1 to 34 years, including extension options that the Company is reasonably certain will be exercised. For the three months ended March 31, 2020, operating lease cost totaled $199. On March 31, 2019 the Company’s lease ROU assets and related lease liabilities were $3,606 and $3,616, respectively. For the quarter ended March 31, 2019, operating lease cost totaled $147.

The table below summarizes other information related to our operating leases:

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	199		$	136
ROU assets obtained in exchange for lease liabilities	$	—		$	3,719
Weighted average remaining lease term—operating leases, in years		9.13			12.10
Weighted average discount rate—operating leases		3.01	%		3.29	%

The following table outlines lease payment obligations as outlined in the Company’s lease agreements for each of the next five years and thereafter in addition to a reconcilement to the Company’s current lease liability.

2020	$	572
2021		754
2022		697
2023		485
2024		317
Thereafter		1,567
Total lease payments		4,392
Less imputed interest		669
	$	3,723

For the three months ended March 31, 2020, the Company did not enter into any new lease arrangements. 

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Earnings per share

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Earnings per share

3. Earnings per share:

Basic earnings per share is computed by dividing net income (loss) divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The following table provides a reconciliation between the computation of basic earnings per share and diluted earnings per share for the three months ended March 31, 2020 and 2019:

Three months ended March 31,	2020		2019
Numerator:
Net income (loss)	$	633	$	(687	)
Denominator:
Basic		9,223,445		9,143,316
Dilutive options		9,615
Diluted		9,233,060		9,143,316
Earnings per share:
Basic	$	0.07	$	(0.08	)
Diluted	$	0.07	$	(0.08	)

For the three months ended March 31, 2020, there were 37,200 outstanding stock options that were excluded from the dilutive earnings per share calculation because their effect was antidilutive. None of the outstanding stock options for the three months ended March 31, 2019 were included in the diluted earnings per share calculation because the Company recognized a net loss for the quarter. 

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Other comprehensive income (loss) (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Summary of Components of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) included in stockholders’ equity at March 31, 2020 and December 31, 2019 is as follows:

	March 31, 2020			December 31, 2019
Net unrealized loss on investment securities available-for-sale	$	914		$	676
Income tax benefit		192			142
Net of income taxes		722			534
Benefit plan adjustments		(1,117	)		(1,117	)
Income tax benefit		(235	)		(235	)
Net of income taxes		(882	)		(882	)
Accumulated other comprehensive loss	$	(160	)	$	(348	)

Schedule of Other Comprehensive Income (Loss) and Related Tax Effects

Other comprehensive income (loss) and related tax effects for the three months ended March 31, 2020 and 2019 is as follows:

Three months ended March 31,	2020			2019
Unrealized gain (loss) on investment securities available-for-sale	$	1,053		$	1,023
Net loss (gain) on the sale of investment securities available-for-sale (1)		(815	)		42
Other comprehensive gain (loss) before taxes		238			1,065
Income tax expense (benefit)		50			224
Other comprehensive gain (loss)	$	188		$	841

(1)  Represents amounts reclassified out of accumulated other comprehensive income and included in net loss (gain) on sale of investment securities on the consolidated statements of income and comprehensive income.

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Assets:
Cash and due from banks	$ 12,128	$ 11,838
Interest-bearing deposits in other banks	61,107	38,510
Investment securities available-for-sale	68,402	91,247
Loans held for sale	272	81
Loans, net	887,449	852,109
Less: allowance for loan losses	8,251	7,516
Net loans	879,198	844,593
Premises and equipment, net	18,875	17,852
Accrued interest receivable	2,589	2,414
Goodwill	24,754	24,754
Intangible assets	2,566	2,736
Other assets	47,152	45,929
Total assets	1,117,043	1,079,954
Deposits:
Noninterest-bearing	148,633	147,405
Interest-bearing	809,870	793,075
Total deposits	958,503	940,480
Short-term borrowings
Long-term debt	26,992	6,971
Accrued interest payable	424	435
Other liabilities	12,683	13,958
Total liabilities	998,602	961,844
Stockholders' equity:
Common stock: no par value, authorized 20,000,000 shares; March 31, 2020, issued and outstanding 9,236,039 shares; December 31, 2019, issued and outstanding 9,216,616 shares	102,386	102,206
Capital surplus	134	112
Retained earnings	16,081	16,140
Accumulated other comprehensive loss	(160)	(348)
Total stockholders' equity	118,441	118,110
Total liabilities and stockholders' equity	$ 1,117,043	$ 1,079,954

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Stockholders' Equity [Abstract]
Issuance under ESPP, 401k and Dividend Reinvestment plans, shares	19,423	15,223
Exercise of stock options, shares		17,821
Dividends declared, per share	$ 0.08	$ 0.10

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Investment Securities Available-for-Sale - Schedule of Fair Value Gross Unrealized Losses of Investment Securities Unrealized Losses (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities in a continuous loss position, Less Than 12 Months, Fair Value	$ 4,879	$ 17,079
Available-for-sale securities in a continuous loss position, Less Than 12 Months, Unrealized Losses	148	191
Available-for-sale securities in a continuous loss position, More Than 12 Months, Fair Value	2,757	6,556
Available-for-sale securities in a continuous loss position, More Than 12 Months, Unrealized Losses	743	231
Available-for-sale securities in a continuous loss position, Fair Value	7,636	23,635
Available-for-sale securities in a continuous loss position, Unrealized Losses	891	422
Taxable [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities in a continuous loss position, Less Than 12 Months, Fair Value	785	1,280
Available-for-sale securities in a continuous loss position, Less Than 12 Months, Unrealized Losses	6	7
Available-for-sale securities in a continuous loss position, Fair Value	785	1,280
Available-for-sale securities in a continuous loss position, Unrealized Losses	6	7
Mortgage-Backed Securities - U.S. Government Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities in a continuous loss position, Less Than 12 Months, Fair Value	4,094	15,799
Available-for-sale securities in a continuous loss position, Less Than 12 Months, Unrealized Losses	142	184
Available-for-sale securities in a continuous loss position, Fair Value	4,094	15,799
Available-for-sale securities in a continuous loss position, Unrealized Losses	142	184
Mortgage-backed Securities - U.S. Government-sponsored Enterprises [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities in a continuous loss position, More Than 12 Months, Fair Value		3,245
Available-for-sale securities in a continuous loss position, More Than 12 Months, Unrealized Losses		42
Available-for-sale securities in a continuous loss position, Fair Value		3,245
Available-for-sale securities in a continuous loss position, Unrealized Losses		42
Corporate Debt Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities in a continuous loss position, More Than 12 Months, Fair Value	2,757	3,311
Available-for-sale securities in a continuous loss position, More Than 12 Months, Unrealized Losses	743	189
Available-for-sale securities in a continuous loss position, Fair Value	2,757	3,311
Available-for-sale securities in a continuous loss position, Unrealized Losses	$ 743	$ 189

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Loans, Net and Allowance for Loan Losses - Summary of Major Classification of Loans Summarized by Aggregate Pass Rating (Detail) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	$ 887,449	$ 852,109
Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	121,128	118,658
Real Estate Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	72,580	61,831
Real Estate Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	476,573	455,901
Real Estate Residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	209,749	207,354
Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	7,419	8,365
Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	849,284	813,385
Pass [Member] | Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	111,111	109,190
Pass [Member] | Real Estate Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	71,454	61,678
Pass [Member] | Real Estate Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	453,374	430,771
Pass [Member] | Real Estate Residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	205,926	203,381
Pass [Member] | Consumer [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	7,419	8,365
Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	16,938	16,853
Special Mention [Member] | Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	5,964	5,992
Special Mention [Member] | Real Estate Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	1,126	153
Special Mention [Member] | Real Estate Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	8,430	9,271
Special Mention [Member] | Real Estate Residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	1,418	1,437
Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	21,227	21,871
Substandard [Member] | Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	4,053	3,476
Substandard [Member] | Real Estate Commercial [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	14,769	15,859
Substandard [Member] | Real Estate Residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans receivable	$ 2,405	$ 2,536

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Earnings per share (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Computation of Earnings per Share

The following table provides a reconciliation between the computation of basic earnings per share and diluted earnings per share for the three months ended March 31, 2020 and 2019:

Three months ended March 31,	2020		2019
Numerator:
Net income (loss)	$	633	$	(687	)
Denominator:
Basic		9,223,445		9,143,316
Dilutive options		9,615
Diluted		9,233,060		9,143,316
Earnings per share:
Basic	$	0.07	$	(0.08	)
Diluted	$	0.07	$	(0.08	)

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	9,236,039	9,216,616
Common stock, shares outstanding	9,236,039	9,216,616

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ 633	$ (687)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of premises and equipment	320	300
Provision for loan losses	1,800	583
Stock based compensation	22
Net amortization of investment securities available-for-sale	169	216
Net cost (benefit) of operation of other real estate owned	(11)	127
Net (gain) loss on sale of investment securities available-for-sale	(815)	42
Amortization of purchase adjustment on loans	(132)	(439)
Amortization of intangible assets	170	194
Amortization of assumed discount on long-term debt	21	20
Deferred income taxes	53	(61)
Proceeds from sale of loans originated for sale	2,791	4,443
Net gain on sale of loans originated for sale	(108)	(106)
Loans originated for sale	(2,874)	(4,395)
Bank owned life insurance investment income	(193)	(187)
Accrued interest receivable	(175)	(8)
Other assets	(2)	(2,613)
Accrued interest payable	(11)	(9)
Other liabilities	(1,275)	1,363
Net cash provided by (used in) operating activities	383	(1,217)
Investment securities available-for-sale:
Purchases	(7,317)	(7,647)
Proceeds from repayments	3,878	3,707
Proceeds from sales	27,168	8,740
Proceeds from the sale of other real estate owned	68	133
Net (increase) decrease in restricted equity securities	(867)	46
Net (increase) decrease in loans	(36,594)	15,108
Purchases of premises and equipment	(1,343)	(447)
Net cash provided by (used in) investing activities	(15,007)	19,640
Cash flows from financing activities:
Net increase (decrease) in deposits	18,023	(3,564)
Net decrease in short-term borrowings
Repayment of long-term debt
Proceeds from long-term debt	20,000
Issuance under ESPP, 401k and DRP plans	180	175
Proceeds from exercise of stock options		166
Cash dividends paid	(692)	(915)
Net cash provided by (used in) financing activities	37,511	(4,138)
Net increase in cash and cash equivalents	22,887	14,285
Cash and cash equivalents—beginning	50,348	53,816
Cash and cash equivalents—ending	73,235	68,101
Cash paid during the period for:
Interest	1,928	2,216
Noncash items from operating activities:
Operating lease right-of-use assets and liabilities		$ 3,719
Supplemental schedule of noncash investing and financing activities:
Other real estate acquired in settlement of loans	$ 321

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Fair value estimates

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair value estimates

8. Fair value estimates:

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosure under GAAP. Fair value estimates are calculated without attempting to estimate the value of anticipated future business and the value of certain assets and liabilities that are not considered financial. Accordingly, such assets and liabilities are excluded from disclosure requirements.

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures”, fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets. In many cases, these values cannot be realized in immediate settlement of the instrument. Current fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction that is not a forced liquidation or distressed sale between participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

In accordance with GAAP, the Company groups its assets and liabilities generally measured at fair value into three levels based on market information or other fair value estimates in which the assets and liabilities are traded or valued, and the reliability of the assumptions used to determine fair value. These levels include:

• Level 1: Unadjusted quoted prices of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

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

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

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 estimate.

The following methods and assumptions were used by the Company to calculate fair values and related carrying amounts of assets and liabilities measured at fair value on a recurring basis:

Investment securities: The fair values of U.S. Treasury securities and marketable equity securities are based on quoted market prices from active exchange markets. The fair values of debt securities are based on pricing from a matrix pricing model.

Assets and liabilities measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019 are summarized as follows:

	Fair Value Measurement Using
March 31, 2020	Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
State and Municipals:
Taxable	$	10,153		$	10,153
Tax-exempt		8,342			8,342
Mortgage-backed securities:
U.S. Government agencies		29,308			29,308
U.S. Government-sponsored enterprises		17,842			17,842
Corporate debt obligations		2,757			2,757
Total	$	68,402		$	68,402
	Fair Value Measurement Using
December 31, 2019	Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
State and municipals:
Taxable	$	24,824		$	24,824
Tax-exempt		4,333			4,333
Mortgage-backed securities:
U.S. Government agencies		36,134			36,134
U.S. Government-sponsored enterprises		22,645			22,645
Corporate debt obligations		3,311			3,311
Total	$	91,247		$	91,247

Other real estate owned: Assets acquired through loan foreclosure are recorded at fair value less estimated costs to sell, with any difference between the fair value of the property and the carrying value of the loan recorded as a charge-off. If the fair value is higher than the carrying amount of the loan, the excess is recognized first as a recovery and then as noninterest income. Subsequent changes in value are reported as adjustments to the carrying amount and are recorded in noninterest expense. The carrying value of other real estate owned is not re-measured to fair value on a recurring basis but is subject to fair value adjustments when the carrying value differs from the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals, current sale value assessments by real estate agents or pending offers to acquire by independent buyers and is updated at least annually. The Company classifies other real estate owned in level 3 of the fair value hierarchy.

Impaired loans: The fair value of impaired loans is specifically reviewed for purposes of determining the appropriate amount of impairment to be allocated to the ALLL. Fair value is generally measured based on the value of the collateral securing the loans. Collateral may include but is not necessarily limited to real estate, personal or business assets including vehicles, equipment, inventory, accounts receivable or marketable securities. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed third-party appraiser (Level 3). The value of business equipment is based on an outside appraisal, if deemed significant, or the net book value on the applicable borrower financial statements. Likewise, values for inventory, accounts receivable or marketable security collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate or custodian account statements (Level 3). Impaired loans are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income (Loss).

Assets and liabilities measured at fair value on a nonrecurring basis at March 31, 2020 and December 31, 2019 are summarized as follows:

	Fair Value Measurement Using
March 31, 2020	Amount		(Level 1) Quoted Prices in Active Markets for Identical Assets	(Level 2) Significant Other Observable Inputs	(Level 3) Significant Unobservable Inputs
Other real estate owned	$	346			$	346
Impaired loans, net of related allowance		372				372
Total	$	718			$	718

	Fair Value Measurement Using
December 31, 2019	Amount		(Level 1) Quoted Prices in Active Markets for Identical Assets	(Level 2) Significant Other Observable Inputs	(Level 3) Significant Unobservable Inputs
Other real estate owned	$	82			$	82
Impaired loans, net of related allowance		973				973
Total	$	1,055			$	1,055

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company utilized Level 3 inputs to determine fair value at March 31, 2020 and December 31, 2019.

	Quantitative Information about Level 3 Fair Value Measurements
March 31, 2020	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
Other real estate owned	$	346	Appraisal of collateral	Appraisal adjustments	46.0% to 60.0% (47.0)%
				Liquidation expenses	10.0% to 10.0% (10.0)%
Impaired loans	$	372	Appraisal of collateral	Appraisal adjustments	10.0% to 50.0% (32.0)%
				Liquidation expenses	0.0% to 12.3% (5.7)%

	Quantitative Information about Level 3 Fair Value Measurements
December 31, 2019	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
Other real estate owned	$	82	Appraisal of collateral	Appraisal adjustments	42.0% to 60.0% (52.0)%
				Liquidation expenses	10.0% to 10.0% (10.0)%
Impaired loans	$	973	Appraisal of collateral	Appraisal adjustments	10.0% to 50.0% (22.0)%
				Liquidation expenses	9.5% to 12.3% (8.8)%

The carrying and fair values of the Company’s financial instruments at March 31, 2020 and December 31, 2019 and their placement within the fair value hierarchy are as follows:

			Fair Value Hierarchy
March 31, 2020	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	73,235	$	73,235	$	73,235
Investment securities		68,402		68,402			$	68,402
Loans held for sale		272		272				272
Net loans (1)		879,198		860,456						860,456
Accrued interest receivable		2,589		2,589				345		2,244
Financial liabilities:
Deposits	$	958,503	$	962,450			$	962,450
Long-term debt		26,992		26,575				26,575
Accrued interest payable		424		424				424
			Fair Value Hierarchy
December 31, 2019	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	50,348	$	50,348	$	50,348
Investment securities available-for-sale		91,247		91,247			$	91,247
Loans held for sale		81		81				81
Net loans (1)		844,593		836,074					$	836,074
Accrued interest receivable		2,414		2,414				461		1,953
Financial liabilities:
Deposits	$	940,480	$	940,546			$	940,546
Long-term debt		6,971		6,971				6,971
Accrued interest payable		435		435				435

1)  The carrying amount is net of unearned income and the allowance for loan losses in accordance with the adoption of ASU No. 2016-01 where the fair value of loans as of March 31, 2020 and December 31, 2019 was measured using an exit price notion.

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Investment securities

3 Months Ended

Mar. 31, 2020

Investments, Debt and Equity Securities [Abstract]

Investment securities

4. Investment securities:

The amortized cost and fair value of investment securities available-for-sale aggregated by investment category at March 31, 2020 and December 31, 2019 are summarized as follows:

March 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and municipals:
Taxable	$	9,736	$	423	$	6	$	10,153
Tax-exempt		8,448		36		142		8,342
Mortgage-backed securities:
U.S. Government agencies		28,508		800				29,308
U.S. Government-sponsored enterprises		17,296		546				17,842
Corporate debt obligations		3,500				743		2,757
Total	$	67,488	$	1,805	$	891	$	68,402
December 31, 2019	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and municipals:
Taxable	$	24,365	$	466	$	7	$	24,824
Tax-exempt		4,260		73				4,333
Mortgage-backed securities:
U.S. Government agencies		36,024		294		184		36,134
U.S. Government-sponsored enterprises		22,422		265		42		22,645
Corporate debt obligations		3,500				189		3,311
Total	$	90,571	$	1,098	$	422	$	91,247

The maturity distribution of the fair value, which is the net carrying amount, of the debt securities classified as available-for-sale at March 31, 2020, is summarized as follows:

March 31, 2020	Fair Value
Within one year	$	477
After one but within five years		5,423
After five but within ten years		6,486
After ten years		8,866
		21,252
Mortgage-backed securities		47,150
Total	$	68,402

Securities with a fair value of $46,152 and $63,389 at March 31, 2020 and December 31, 2019, respectively, were pledged to secure public deposits as required or permitted by law.

Securities and short-term investment activities are conducted with a diverse group of government entities, corporations and state and local municipalities. The counterparty’s creditworthiness and type of collateral is evaluated on a case-by-case basis. At March 31, 2020 and December 31, 2019, there were no significant concentrations of credit risk from any one issuer, with the exception of U.S. Government agencies and sponsored enterprises that exceeded 10.0 percent of stockholders’ equity.

The fair value and gross unrealized losses of investment securities with unrealized losses for which an other-than-temporary impairment (“OTTI”) has not been recognized at March 31, 2020 and December 31, 2019, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized as follows:

	Less Than 12 Months				12 Months or More				Total
March 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and municipals:
Taxable	$	785	$	6	$		$		$	785	$	6
Tax-exempt
Mortgage-backed securities:
U.S. Government agencies		4,094		142						4,094		142
U.S. Government-sponsored enterprises
Corporate debt obligation						2,757		743		2,757		743
Total	$	4,879	$	148	$	2,757	$	743	$	7,636	$	891

	Less Than 12 Months				12 Months or More				Total
December 31, 2019	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and municipals:
Taxable		1,280	$	7	$		$		$	1,280	$	7
Tax-exempt
Mortgage-backed securities:
U.S. Government agencies		15,799		184						15,799		184
U.S. Government-sponsored enterprises						3,245		42		3,245		42
Corporate debt obligations						3,311		189		3,311		189
Total	$	17,079	$	191	$	6,556	$	231	$	23,635	$	422

The Company had 10 investment securities, consisting of two taxable state and municipal obligations, seven mortgage-backed securities, and one corporate debt obligation that were in unrealized loss positions at March 31, 2020. Of these securities, one corporate debt obligation was in a continuous unrealized loss position for twelve months or more. Management does not consider the unrealized losses on the debt securities resulting from changes in interest rates to be OTTI based on historical evidence that indicates the cost of these securities is recoverable within a reasonable period of time in relation to normal cyclical changes in the market rates of interest. Moreover, because there has been no material change in the credit quality of the issuers or other events or circumstances that may cause a significant adverse impact on the fair value of these securities, and management does not intend to sell these securities and it is unlikely that the Company will be required to sell these securities before recovery of their amortized cost basis, which may be maturity, the Company does not consider the unrealized losses to be OTTI at March 31, 2020. There was no OTTI recognized for the three months ended March 31, 2020 and 2019.

The Company had 22 investment securities, consisting of two taxable state and municipal obligations, 19 mortgage-backed securities and one corporate obligation that were in unrealized loss positions at December 31, 2019. Of these securities, four mortgage-backed securities and one corporate obligation were in a continuous unrealized loss position for twelve months or more.

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Investment Securities - Schedule of Debt Securities Classified Available-for-Sale Maturity Distribution of Fair Value (Detail) $ in Thousands	Mar. 31, 2020 USD ($)
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, Within one year, Fair Value	$ 477
Available-for-sale securities, After one but within five years, Fair Value	5,423
Available-for-sale securities, After five but within ten years, Fair Value	6,486
Available-for-sale securities, After ten years, Fair Value	8,866
Available-for-sale securities, Single maturity, Fair Value	21,252
Total available-for-sale securities, Fair Value	68,402
Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities, Without single maturity, Fair Value	$ 47,150

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Loans, Net and Allowance for Loan Losses - Schedule of Allowance for Loan Losses Account by Major Classification of Loan (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, Beginning balance	$ 7,516	$ 6,348
Allowance for Loan Losses, Charge-offs	(1,124)	(520)
Allowance for Loan Losses, Recoveries	59	75
Allowance for Loan Losses, Provision	1,800	583
Allowance for Loan Losses, Ending balance	8,251	6,486
Ending balance: individually evaluated for impairment	116		$ 930
Ending balance: collectively evaluated for impairment	8,135		6,586
Ending balance	887,449		852,109
Ending balance: individually evaluated for impairment	4,685		5,569
Ending balance: collectively evaluated for impairment	881,020		844,768
Ending balance: purchased credit impaired loans	1,744		1,772
Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, Beginning balance	1,953	1,162
Allowance for Loan Losses, Charge-offs	(899)	(376)
Allowance for Loan Losses, Recoveries	2	5
Allowance for Loan Losses, Provision	615	232
Allowance for Loan Losses, Ending balance	1,671	1,023
Ending balance: individually evaluated for impairment	29		712
Ending balance: collectively evaluated for impairment	1,642		1,241
Ending balance	121,128		118,658
Ending balance: individually evaluated for impairment	1,218		2,260
Ending balance: collectively evaluated for impairment	119,909		116,390
Ending balance: purchased credit impaired loans	1		8
Real Estate Construction [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, Beginning balance	473	404
Allowance for Loan Losses, Provision	222	(123)
Allowance for Loan Losses, Ending balance	695	281
Ending balance: collectively evaluated for impairment	695		473
Ending balance	72,580		61,831
Ending balance: collectively evaluated for impairment	72,580		61,831
Real Estate Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, Beginning balance	3,115	3,298
Allowance for Loan Losses, Charge-offs	(95)
Allowance for Loan Losses, Recoveries	1	1
Allowance for Loan Losses, Provision	896	160
Allowance for Loan Losses, Ending balance	3,917	3,459
Ending balance: individually evaluated for impairment	87		218
Ending balance: collectively evaluated for impairment	3,830		2,897
Ending balance	476,573		455,901
Ending balance: individually evaluated for impairment	1,405		1,224
Ending balance: collectively evaluated for impairment	473,656		453,156
Ending balance: purchased credit impaired loans	1,512		1,521
Real Estate Residential [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, Beginning balance	1,820	1,286
Allowance for Loan Losses, Recoveries		1
Allowance for Loan Losses, Provision	(107)	279
Allowance for Loan Losses, Ending balance	1,713	1,566
Ending balance: collectively evaluated for impairment	1,713		1,820
Ending balance	209,749		207,354
Ending balance: individually evaluated for impairment	2,062		2,085
Ending balance: collectively evaluated for impairment	207,456		205,026
Ending balance: purchased credit impaired loans	231		243
Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, Beginning balance	155	50
Allowance for Loan Losses, Charge-offs	(130)	(144)
Allowance for Loan Losses, Recoveries	56	68
Allowance for Loan Losses, Provision	71	183
Allowance for Loan Losses, Ending balance	152	157
Ending balance: collectively evaluated for impairment	152		155
Ending balance	7,419		8,365
Ending balance: collectively evaluated for impairment	7,419		$ 8,365
Unallocated [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, Beginning balance		148
Allowance for Loan Losses, Provision	103	$ (148)
Allowance for Loan Losses, Ending balance	103
Ending balance: collectively evaluated for impairment	$ 103

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Other comprehensive income (loss) - Schedule of Other Comprehensive Income (Loss) and Related Tax Effects (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Other Comprehensive Income (Loss), Tax [Abstract]
Unrealized gain (loss) on investment securities available-for-sale	$ 1,053	$ 1,023
Net (gain) loss on the sale of investment securities available-for-sale	(815)	42
Other comprehensive gain (loss) before taxes	238	1,065
Income tax expense (benefit)	50	224
Other comprehensive income (loss)	$ 188	$ 841

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Leases (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Summary of Other Information Related to Our Operating Leases

The table below summarizes other information related to our operating leases:

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	199		$	136
ROU assets obtained in exchange for lease liabilities	$	—		$	3,719
Weighted average remaining lease term—operating leases, in years		9.13			12.10
Weighted average discount rate—operating leases		3.01	%		3.29	%

Summary of Lease Payment Obligation

The following table outlines lease payment obligations as outlined in the Company’s lease agreements for each of the next five years and thereafter in addition to a reconcilement to the Company’s current lease liability.

2020	$	572
2021		754
2022		697
2023		485
2024		317
Thereafter		1,567
Total lease payments		4,392
Less imputed interest		669
	$	3,723

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Leases - Summary of Other Information Related to Our Operating Leases (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Transaction for amounts included in the measurement of lease liabilities [Abstract]
Operating cash flows from operating leases	$ 199	$ 136
ROU assets obtained in exchange for lease liabilities	$ 0	$ 3,719
Weighted average remaining lease term—operating leases, in years	9 years 1 month 17 days	12 years 1 month 6 days
Weighted average discount rate—operating leases	3.01%	3.29%

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Fair value estimates- Additional Quantitative Information about Assets Measured at Fair Value on Nonrecurring Basis (Detail) - Fair Value Measurements Nonrecurring [Member] - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Estimate	$ 718	$ 1,055
Other Real Estate Owned [Member] | Level 3 Fair Value Measurements, Appraisal Adjustments [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Estimate	$ 346	$ 82
Valuation Technique	Appraisal of collateral	Appraisal of collateral
Unobservable Input	Appraisal adjustments	Appraisal adjustments
Other Real Estate Owned [Member] | Level 3 Fair Value Measurements, Liquidation Expenses [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Unobservable Input	Liquidation expenses	Liquidation expenses
Impaired Loan [Member] | Level 3 Fair Value Measurements, Appraisal Adjustments [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Estimate	$ 372	$ 973
Valuation Technique	Appraisal of collateral	Appraisal of collateral
Unobservable Input	Appraisal adjustments	Appraisal adjustments
Impaired Loan [Member] | Level 3 Fair Value Measurements, Liquidation Expenses [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Unobservable Input	Liquidation expenses	Liquidation expenses
Minimum [Member] | Other Real Estate Owned [Member] | Level 3 Fair Value Measurements, Appraisal Adjustments [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	46.00%	42.00%
Minimum [Member] | Other Real Estate Owned [Member] | Level 3 Fair Value Measurements, Liquidation Expenses [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	10.00%	10.00%
Minimum [Member] | Impaired Loan [Member] | Level 3 Fair Value Measurements, Appraisal Adjustments [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	10.00%	10.00%
Minimum [Member] | Impaired Loan [Member] | Level 3 Fair Value Measurements, Liquidation Expenses [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	0.00%	9.50%
Maximum [Member] | Other Real Estate Owned [Member] | Level 3 Fair Value Measurements, Appraisal Adjustments [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	60.00%	60.00%
Maximum [Member] | Other Real Estate Owned [Member] | Level 3 Fair Value Measurements, Liquidation Expenses [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	10.00%	10.00%
Maximum [Member] | Impaired Loan [Member] | Level 3 Fair Value Measurements, Appraisal Adjustments [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	50.00%	50.00%
Maximum [Member] | Impaired Loan [Member] | Level 3 Fair Value Measurements, Liquidation Expenses [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	12.30%	12.30%
Weighted Average [Member] | Other Real Estate Owned [Member] | Level 3 Fair Value Measurements, Appraisal Adjustments [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	47.00%	52.00%
Weighted Average [Member] | Other Real Estate Owned [Member] | Level 3 Fair Value Measurements, Liquidation Expenses [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	10.00%	10.00%
Weighted Average [Member] | Impaired Loan [Member] | Level 3 Fair Value Measurements, Appraisal Adjustments [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	32.00%	22.00%
Weighted Average [Member] | Impaired Loan [Member] | Level 3 Fair Value Measurements, Liquidation Expenses [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Range (Weighted Average)	5.70%	8.80%