SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ( X ) Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2001, ( ) Transition report pursuant to Section 13 or 15 (d) of the Exchange Act for the Transition Period from _______________ to _______________. No. 0-17077 (Commission File Number) PENNS WOODS BANCORP, INC. (Exact name of Registrant as specified in its charter) PENNSYLVANIA 23-2226454 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) 300 Market Street, Williamsport, Pennsylvania 17701 (Address of principal executive offices) (Zip 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ X ] NO[ ] On August 9, 2001 there were 3,065,307 shares of the Registrant's common stock outstanding. PENNS WOODS BANCORP, INC. INDEX TO QUARTERLY REPORT ON FORM 10-Q Page Number Part I Financial Information Item 1. Financial Statements Consolidated Balance Sheet (unaudited) as of 3 June 30, 2001 And December 31, 2000 Consolidated Statement of Income (unaudited) for 5 the Three And Six Months ended June 30, 2001 and 2000 Consolidated Statement of Changes in Stockholders' 7 Stockholders' Equity (unaudited) for the Six Months ended June 30, 2001 Consolidated Statement of Cash Flows 8 (unaudited) for the Six Months ended June 30, 2001 and 2000 Consolidated Statement of Comprehensive Income 10 (unaudited) For the Three and Six Months ended June 30, 2001 Notes to Consolidated Financial Statements 11 Item 2. Management's Discussion and Analysis of 12 Financial Condition and Results of Operations Part II Other Information 22 Signatures 24 PENNS WOODS BANCORP, INC. CONSOLIDATED BALANCE SHEET June 30, December 31, 2001 2000 (IN THOUSANDS) ASSETS: Cash and due from banks $ 13,932 $ 15,318 Investment securities available for sale 122,541 113,074 Investment securities held to 1,912 3,228 maturity (market value of $1,967,000 and $3,261,000) Loans, net of unearned discount 246,231 246,486 Allowance for loan losses (2,910) (2,879) Loans, net 243,321 243,607 Bank premises and equipment, net 4,561 4,727 Accrued interest receivable 2,546 2,581 Bank owned life insurance 2,401 2,353 Other assets 7,756 10,025 TOTAL ASSETS $398,970 $394,913 LIABILITIES: Demand deposits $ 48,048 $ 47,468 Interest-bearing demand deposits 46,107 46,672 Savings deposits 47,251 43,980 Time deposits 150,258 140,014 Total deposits $291,664 $278,134 Short-term borrowings 17,486 31,021 Other borrowings 31,778 31,778 Accrued interest payable 1,327 1,452 Other liabilities 2,260 2,014 Total liabilities $344,515 $344,399 SHAREHOLDERS' EQUITY: Common stock, par value $10; 10,000,000 shares authorized and 3,130,844 shares issued $ 31,308 $ 31,308 Additional paid-in capital 18,214 18,214 Retained earnings 4,927 2,974 Accumulated other comprehensive income (loss) 2,031 (810) Less: Treasury stock at cost, 60,937 and 33,551 (2,025) (1,172) Total shareholders' equity $ 54,455 $ 50,514 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $398,970 $394,913 See accompanying notes to the unaudited consolidated financial statements. PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF INCOME <table> <caption> SIX MONTHS SIX MONTHS QUARTER QUARTER ENDED ENDED ENDED ENDED June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000 (IN THOUSANDS EXCEPT PER SHARE DATA) <s> <c> <c> <c> <c> INTEREST INCOME: Interest and fees on loans $10,866 $10,394 $ 5,477 $ 5,255 Interest and dividends on investments: Taxable interest 1,515 1,915 700 917 Nontaxable interest 1,468 916 792 460 Dividends 319 443 147 265 Total interest and dividends on investments 3,302 3,274 1,639 1,642 Other interest income 85 96 34 48 Total interest income 14,253 13,764 7,150 6,945 INTEREST EXPENSE: Interest on deposits 5,084 4,286 2,519 2,177 Interest on short-term borrowings 495 922 220 480 Interest on other borrowings 911 761 458 381 Total interest expense 6,490 5,969 3,197 3,038 Net interest income 7,763 7,795 3,953 3,907 Provision for loan losses 186 130 93 52 Net interest income after provision for loan losses 7,577 7,665 3,860 3,855 OTHER OPERATING INCOME: Service charges 716 768 383 394 Securities gains 346 252 211 91 Other income 766 121 368 83 Total other operating income 1,828 1,141 962 568 OTHER OPERATING EXPENSES: Salaries and employee benefits 2,597 2,429 1,306 1,214 Occupancy expense, net 396 393 187 188 Furniture and equipment expense 382 409 191 203 Other expenses 1,717 1,542 900 797 Total other operating expenses 5,092 4,773 2,584 2,402 INCOME BEFORE TAXES 4,313 4,033 2,238 2,021 INCOME TAX PROVISION 823 883 432 417 NET INCOME $ 3,490 $ 3,150 $ 1,806 $ 1,604 EARNINGS PER SHARE - BASIC $ 1.13 $ 1.01 $ 0.58 $ 0.52 EARNINGS PER SHARE - DILUTED $ 1.13 $ 1.01 $ 0.58 $ 0.52 BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 3,079,471 3,125,040 3,079,471 3,125,040 DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 3,079,471 3,125,040 3,079,471 3,125,040 </table> See accompanying notes to the unaudited consolidated financial statements. PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (IN THOUSANDS EXCEPT SHARE DATA) <table> <caption> ACCUMU- LATED OTHER TOTAL COMMON ADDITIONAL COMPRE- SHARE- STOCK PAID-IN RETAINED HENSIVE TREASURY HOLDERS' SHARES AMOUNT CAPITAL EARNINGS INCOME STOCK EQUITY <s> <c> <c> <c> <c> <c> <c> <c> Balance, December 31, 2000 3,130,844 $31,308 $18,214 $ 2,974 $ (810) $(1,172) $50,514 Net income for the six months ended June 30, 2001 3,490 3,490 Dividends declared, $0.50 (1,537) (1,537) Treasury Stock acquired (27,386 shs) (853) (853) Net change in unrealized gain on investments available for sale, net of tax $1,464 2,841 2,841 Balance, June 30, 2001 3,130,844 $31,308 $18,214 $ 4,927 $2,031 $(2,025) $54,455 </table> See accompanying notes to the unaudited consolidated financial statements. PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS SIX MONTHS SIX MONTHS ENDED ENDED JUNE 30, JUNE 30, 2001 2000 (IN THOUSANDS) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 3,490 $ 3,150 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 324 198 Provision for loan losses 186 130 Accretion and amortization of investment security discounts and premiums (394) (252) Securities gains, net (346) (243) Gain on sale of foreclosed assets (24) 25 Decrease (Increase) in all other assets 561 (555) Increase in all other liabilities 120 496 Net cash provided by operating activities 3,917 2,949 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of securities available for sale (28,675) (23,921) Proceeds from sales of securities available for sale 16,122 26,806 Proceeds from calls and maturities of securities available for sale 8,014 3,505 Purchase of securities held to maturity (25) (273) Proceeds from calls and maturities of securities held to maturity 1,346 - Net decrease (increase) in loans 100 (7,816) Acquisition of bank premises and equipment (158) (94) Proceeds from the sale of foreclosed assets 368 97 Net cash used in investing activities (2,908) (1,696) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in interest-bearing deposits 12,950 11,611 Net (decrease) increase in non- interest-bearing deposits 580 3,840 Net decrease in short-term borrowings (13,535) (10,577) Dividends paid (1,537) (1,438) Stock options exercised 0 52 Purchase of Treasury Stock (853) - Net cash (used in) provided by financing activities (2,395) 3,488 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,386) 4,741 CASH AND CASH EQUIVALENTS, BEGINNING 15,318 12,474 CASH AND CASH EQUIVALENTS, ENDING $ 13,932 $ 17,215 The Company paid approximately $6,615,000 and $5,969,000 interest on deposits and other borrowings during the first half of 2001 and 2000, respectively. The Company made income tax payments of approximately $920,000 and $982,000 in the first half of 2001 and 2000, respectively. See accompanying notes to the unaudited consolidated financial statements. PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended June 30, 2001 2000 (In Thousands) Net Income $1,806 $ 1,604 Other comprehensive Income: Unrealized gains (losses) on available for sale securities $ 214 $(1,103) Less: Reclassification adjustment for gain included in net income (211) (91) Other comprehensive income before tax 3 (1,194) Income tax expense (benefit) related to other comprehensive income 1 (406) Other comprehensive income (loss), net of tax 2 (788) Comprehensive income $1,808 $ 816 Six Months Ended June 30, 2001 2000 (In Thousands) Net Income $3,490 $ 3,150 Other comprehensive Income: Unrealized gains (losses) on available for sale securities $4,650 $(2,544) Less: Reclassification adjustment for gain included in net income (346) (252) Other comprehensive income before tax 4,304 (2,796) Income tax expense (benefit) related to other comprehensive income 1,463 (951) Other comprehensive income (loss), net of tax 2,841 (1,845) Comprehensive income $6,331 $ 1,305 PENNS WOODS BANCORP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. Basis of Presentation The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for the fair presentation of results for such periods. All of those adjustments are of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with financial statements and notes thereto contained in the Company's annual report for the year ended December 31, 2000. Recent Accounting Pronouncements In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards Nos. 141, Business Combinations, effective for all business combinations initiated after June 30, 2001, as well as all business combinations accounted for by the purchase method that are completed after June 30, 2001. The new statement requires that the purchase method of accounting be used for all business combinations and prohibits the use of the pooling-of-interests method. The adoption of Statement No. 141 is not expected to have a material effect on the Company's financial position or results of operations. In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. The new statement changes the accounting for goodwill form an amortization method to an impairment-only approach. Thus, amortization of goodwill including goodwill recorded in past business combinations, will cease upon adoption of this Statement. At June 30, 2001, the Company has approximately $3.1 million of intangibles resulting from previous business acquisitions. Reclassification of Comparative Amounts Certain comparative amounts for the prior periods have been reclassified to conform to current period presentations. Such reclassifications had no effect on net income or stockholders' equity. CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Report contains certain "forward-looking statements" including statements concerning plans, objectives, future events or performance and assumptions and other statements which are other than statements of historical fact. Penns Woods Bancorp, Inc. and its subsidiaries (the "Company") wishes to caution readers that the following important factors, among others, may have affected and could in the future affect the Company's actual results and could cause the Company's actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, which the Company must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company's organization, compensation and benefit plans; (iii) the effect on the Company's competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as nonbank providers of various financial services; (iv) the effect of changes in interest rates; and (v) the effect of changes in the business cycle and downturns in the local, regional or national economies. EARNINGS SUMMARY Comparison of the Six Months Ended June 30, 2001 and 2000 Interest Income For the six months ended June 30, 2001, total interest income increased by $489,000 or 3.55% compared to the same period in 2000. This improvement is due to an increase of $472,000 in interest and fees on loans, an increase in total interest and dividends on investments of $28,000 and offset by a slight decrease in other interest income of $11,000. The increase in interest and fees on loans of $472,000 was primarily due to the net effect of average gross loan growth of $11,738,000 from June 30, 2000 to June 30, 2001 and offset by a 275 basis point decline in the prime rates during the first six months of 2001. Interest and dividends on investments increased due to the net effect of a $400,000 decrease in taxable interest as a result of a decrease in the average holdings of U.S. Government agency securities during the first six months of 2001 compared to the same period in 2000; a $552,000 increase in nontaxable interest related to the higher average volume of municipal securities held during the first six months of 2001 compared to the first six months of 2000; and a decrease in dividend income on equity securities of $124,000. Management has focused on the acquisition of nontaxable securities, thereby maximizing after tax returns. Interest Expense For the six months ended June 30, 2001 total interest expense increased $521,000 or 8.73% over the same period in 2000. The overall increase in interest expense is the result of a $798,000 increase in interest paid on deposits, a $427,000 decrease in interest expense paid on short-term borrowings and an increase of $150,000 on interest paid on other borrowings. Interest paid on deposits increased as a result of interest bearing deposit growth of $19,477,000, over the last twelve months. The substantial growth in deposits reduced the need for overnight FHLB borrowings. As a result of the decline in average overnight FHLB borrowings of approximately $10,774,000, interest expense on short-term borrowings decreased. Deposit growth also funded the increases in the investment portfolio. The increase of $150,000 in interest paid on other borrowings was due to a net increase of $4,500,000 in FHLB borrowings. The substantial increase in interest expense related to deposits. Provision for Loan Losses The provision for loan losses totaled $186,000 for the six months ended June 30, 2001. The provision for the same period in 2000 was $130,000. As of June 30, 2001, charge-offs exceeded recoveries by $155,000 compared to June 30, 2000, when charge-offs exceeded recoveries by $60,000. Senior Management utilizes several different methods to determine the adequacy of the loan loss allowance and to establish quarterly provisions. Among these methods is the analysis of the most recent five year average loss history, the coverage of non-performing loans provided by the allowance, an estimate of potential loss in homogeneous pools of loans and the internal credit rating assigned to watch and problem loans. In addition to the preceding, senior management also reviews macro portfolio risks such as concentrations, absence of foreign credit exposure and growth objectives in refining the allowance and provisions. The ratio of the allowance to net loans for June 30, 2001 was 1.18% compared to 1.17% at December 31, 2000. The overall decrease in non-performing loans from December 31, 2000, totaled $343,000. Non-performing commercial and agricultural loans, installment loans and loans secured by real estate decreased $178,000, $3,000 and $162,000, respectively. Based upon this analysis as well as the others noted above, senior management has concluded that the allowance for loan losses is adequate. Other Operating Income Other operating income for the six months ended June 30, 2001 increased $687,000. This increase is due to the net effect of a decrease in service charges collected of $52,000, an increase in securities gains realized of $94,000 and an increase in other income of $645,000. The substantial increase in other income was mostly due to commission income realized during the first and second quarters of 2001 from the sale of various financial products. Such financial products are offered through the Bank's subsidiary, The M Group, Inc., which was acquired in the fourth quarter of 2000. Income generated from The M Group, Inc., comprised $476,000 of the increase in other income. Other Operating Expense For the six months ended June 30, 2001 total other operating expenses increased $319,000 over the same period in 2000. Employee salaries and benefits increased $168,000 as a result of normal increases in salary levels and additional salaries associated with the Bank's subsidiary. Occupancy expense increased $3,000 and furniture and equipment expense decreased $27,000. The $27,000 decrease in furniture and equipment expense is explained by the reduction of general maintenance costs and depreciation expenses. An overall increase in other expenses totaled $175,000. This increase is mainly due to the addition of normal operating costs and amortization expense associated with the acquisition and operation of The M Group, Inc. The amortization of goodwill amounted to $110,000. Management anticipates that adopting of FASB Statement No. 142, the amortization of goodwill will discontinue beginning in 2002. Provision for Income Taxes The provision for income taxes for the six months ended June 30, 2001 resulted in an effective income tax rate of 19.08% compared to 21.89% for the corresponding period in 2000. The securities portfolio has continued to shift towards tax-exempt securities from a year ago resulting in the tax rate reduction. Comparison of the Three Months Ended June 30, 2001 and 2000 Interest Income During the second quarter of 2001 interest income earned was $7,150,000 an increase of $205,000 or 2.95% over the same quarter in 2001. Interest income on loans accounted for $222,000 of the total increase in interest income. Gross loans increased $4,652,000 from June 30, 2001 to June 30, 2000. The net effect of the volume increase and declining prime rates explain the overall increase. A decrease of $3,000 occurred in interest and dividends on investments. Taxable interest decreased $217,000, non-taxable interest increased $332,000 and dividends decreased $118,000 due to the same reasons noted for the six-month comparison. Taxable interest decreased as a result of a decline in the average holdings of U.S. Government agency securities during the second quarter of 2001 compared to the same period in 2000; the increase in nontaxable interest is related to the higher average volume of municipal securities held during the second quarter of 2001 compared to the second quarter of 2000. Interest Expense Interest expense during the second quarter of 2001 increased by $159,000 or 5.23% over interest expense incurred during the second quarter of 2000. Interest bearing deposits grew $19,477,000 from the second quarter 2000, contributing to the additional interest expense. Interest expense on short-term borrowings decreased by $260,000 and interest expense on other borrowings increased $77,000. The decrease in interest expense paid on short-term borrowings was due to a decline of average overnight FHLB borrowings of approximately $12,500,000. The increase of $77,000 in interest paid on other borrowings was due to a net increase of $4,500,000 in FHLB borrowings. Other Operating Income Total other operating income increased $394,000 or 69.37% to $962,000 during the three-month period in 2001 compared to $568,000 in 2000. Other income and security gains increased $285,000 and $120,000, respectively, while service charges decreased by $11,000. The substantial increase in other income was mostly due to commission income realized during the second quarter of 2001 from the sale of various financial products. Such financial products are offered through the Bank's subsidiary, The M Group, Inc., which was acquired in the fourth quarter of 2000. Other Operating Expense Total other operating expenses increased $182,000 or 7.58%. Salaries and employee benefits increased $92,000 as a result of normal increases in salary levels and salaries associated with the Bank's subsidiary. Occupancy expense decreased minimally during the second quarter of 2001 when compared to the second quarter of 2000 by $1,000. Furniture and equipment expense decreased $12,000 or 5.91%. The decrease is mainly attributable to a decline of depreciation expense. Other operating expenses increased during the three-month period in 2001 when compared to the same period in 2000 by $103,000. This increase is mainly due to normal operating expenses and amortization expenses associated with the acquisition of The M Group, Inc. on October 1, 2000. Provision for Income Taxes Income taxes increased $15,000 or 3.60% due to taxes associated with The M Group, Inc. that were partially offset by increased holdings of tax-exempt municipal securities and. ASSET/LIABILITY MANAGEMENT Assets At June 30, 2001, cash and investment securities totaled $138,385,000 or a net increase of $6,765,000 over the corresponding balance at December 31, 2000. Investment securities increased $8,151,000 while cash decreased $1,386,000. During this period, net loans decreased by $286,000 to $243,321,000. The increase in investment securities is primarily due to the change in the net unrealized gain/loss from a loss of $1,227,000 at December 31, 2000 to a gain of $3,078,000 at June 30, 2001. Additionally, deposit growth was utilized to acquire investment securities. The Bank has not had nor does it presently have any foreign outstandings. In addition, no known concentrations of credit presently exist. At June 30, 2001 the balance of other real estate was $223,000 compared to $162,000 at December 31, 2000. All three properties totaling $162,000 that were held in other real estate at December 31, 2000 were sold. One of three additional properties that were placed into other real estate during the first and second quarters of 2001 was sold. Deposits At June 30, 2001 total deposits amounted to $291,664,000 representing an increase of $13,530,000, or 4.86%, from total deposits at December 31, 2000. Non-interest bearing deposits increased $580,000. Savings and time deposits increased $3,271,000 and $10,244,000, respectively. Interest bearing deposits declined $565,000. The overall increase in deposits represents Penns Woods Bancorp, Inc.'s growing presence in the Centre County market area and successful marketing strategies. Capital The adequacy of the Company's capital is reviewed on an ongoing basis with reference to the size, composition and quality of the Company's resources and regulatory guidelines. Management seeks to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets and preserve high quality credit ratings. Bank holding companies are required to comply with the Federal Reserve Board's risk-based capital guidelines. The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and to minimize disincentives for holding liquid assets. Specifically, each is required to maintain certain minimum dollar amounts and ratios of Total risk-based, Tier I risk-based and Tier I leverage capital requirements. In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvements Act (FDICIA) established five capital categories ranging from "well capitalized" to "critically undercapitalized." To be classified as "well capitalized, "Total risk-based, Tier I risked-based and Tier I leverage capital ratios must be at least 10%, 6%, and 5% respectively. At June 30, 2001 the Company was "well capitalized" with a total capital ratio of 21.06%, a Tier I capital ratio of 19.63% and a Tier I leverage ratio of 12.65%. Liquidity and Interest Rate Sensitivity The asset/liability committee addresses the liquidity needs of the Bank to see that sufficient funds are available to meet credit demands and deposit withdrawals as well as to the placement of available funds in the investment portfolio. In assessing liquidity requirements, equal consideration is given to the current position as well as the future outlook. The following liquidity measures are monitored and kept within the limits cited. 1. Net Loans to Total Assets, 70% maximum 2. Net Loans to Total Deposits, 92.5% maximum 3. Net Loans to Core Deposits, 100% maximum 4. Investments to Total Assets, 40% maximum 5. Investments to Total Deposits, 50% maximum 6. Total Liquid Assets to Total Assets, 25% minimum 7. Total Liquid Assets to Total Liabilities, 25% minimum 8. Net Core Funding Dependence, 35% maximum The Bank has maintained a liquidity level at or above the guidelines of the FDIC and the Pennsylvania Department of Banking. The Bank has available to it Federal Funds lines of credit totaling $8,000,000 from correspondent banks. In addition, the Bank has an agreement with the Federal Home Loan Bank of Pittsburgh that enables the Bank to receive advances up to $113,724,000 through the Federal Home Loan Bank's "Open Repo Plus", revolving line of credit program, with commitment up to one year. Federal Home Loan Bank advances totaled $35,178,000 as of June 30, 2001. All of the funding mentioned is available to the Bank, should the need for short-term funds arise. The following table sets forth the Company's interest rate sensitivity as of June 30, 2001: <table> <caption> AFTER ONE AFTER TWO AFTER WITHIN BUT WITHIN BUT WITHIN FIVE ONE YEAR TWO YEARS FIVE YEARS YEARS <s> <c> <c> <c> <c> Earning assets:(1)(2) Investment securities(1) $ 5,473 $ 6,229 $ 20,850 $ 90,904 Loans(2) 84,823 39,674 101,941 19,793 Total earning assets 90,296 45,903 122,791 110,697 Deposits(3) 131,715 38,395 45,405 28,125 Borrowings 17,487 0 31,778 0 Total interest bearing liabilities 149,202 38,395 77,183 28,125 Net non-interest bearing funding(4) 7,678 7,678 23,035 38,391 Total net funding sources 156,880 46,073 100,218 66,516 Excess assets (liabilities) (66,584) (170) 22,573 44,181 Cumulative excess assets (liabilities) (66,584) (66,754) (44,181) - </table> (1) Investment balances reflect estimated prepayments on mortgage-backed securities. (2) Loan balances include annual repayment assumptions based on projected cash flow from the loan portfolio. The cash flow projections are based on the terms of the credit facilities and estimated prepayments on fixed rate mortgage loans. Loans include loans held for resale. (3) Adjustments to the interest sensitivity of Savings, NOW and MMDA account balances reflect managerial assumptions based on historical experience, expected behavior in future rate environments and the Bank's positioning for these products. (4) Net non-interest bearing funds is the sum of non- interest bearing liabilities and shareholders' equity minus non- interest earning assets and reflect managerial assumptions as to the appropriate investment maturities for these sources. In this analysis the company examines the result of a 100 and 200 basis point change in market interest rates and the effect on net interest income. It is assumed that the change is instantaneous and that all rates move in a parallel manner. In addition, it is assumed that rates on core deposit products such as NOW's, savings accounts, and the MMDA accounts will be adjusted by 25% of the assumed rate change. Assumptions are also made concerning prepayment speeds on mortgage loans and mortgage securities. The results of this rate shock are a useful tool to assist the Company in assessing interest rate risk inherent in its balance sheet. Below are the results of this rate shock analysis as of March 31, 2001: Net Interest Income Change in Rates Change (After tax) -200 80 -100 78 +100 127 +200 201 The model utilized to create the report presented above makes various estimates at each level of interest rate change regarding cash flow from principal repayment on loans and mortgage-backed securities and or call activity on investment securities. Actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change. In addition, the limits stated above do not necessarily represent the level of change under which management would undertake specific measure to realign its portfolio in order to reduce the projected level of change. Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes. Inflation The asset and liability structure of a financial institution is primarily monetary in nature, therefore, interest rates rather than inflation have a more significant impact on the Corporation's performance. Interest rates are not always affected in the same direction or magnitude as prices of other goods and services, but are reflective of fiscal policy initiatives or economic factors which are not measured by a price index. In reference to the attached financial statements, all adjustments are of a normal recurring nature pursuant to Rule 10-01 (b) (8) of Regulation S-X. Part II. OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities and Use of Proceeds. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. The annual meeting of shareholders of Penns Woods Bancorp, Inc. took place on April 25, 2001. The following two (2) matters were voted upon: 1. Election of the four (4) persons listed in Class (1) Directors of the Proxy Statement dated March 27, 2001 whose terms expire in 2004. Class (1) Directors: Michael J. Casale, Jr. R. Edward Nestlerode, Jr. William H. Rockey Ronald A. Walko 2. To ratify the appointment by the Corporation's Board of Directors of S.R. Snodgrass A.C., of Wexford, Pennsylvania, Certified Public Accountants as the independent auditors for the year ending December 31, 2001. The following table presents the results of the vote tabulation: Issue Description For Withheld 1. Election of Directors for a Three Year Term Michael J. Casale, Jr. 2,234,583 9,511 R. Edward Nestlerode, Jr. 2,239,936 4,158 William H. Rockey 2,242,604 1,490 Ronald A. Walko 2,243,009 1,085 Issue Description For Against Abstain 2. Ratification of S.R. Snodgrass A.C., Certified Public Accountants as independent auditors 2,221,287 1,172 21,635 Item 5. Other Information On April 11, 2001, Penns Woods Bancorp, Inc. filed with the Securities and Exchange Commission a Registration Statement on Form S-8 with respect to 100,000 shares of common stock of Penns Woods that may be issued under the Penns Woods Bancorp, Inc. 1998 Stock Option Plan. Item 6. Exhibits and reports on Form 8-K. (a) Exhibits required by Item 601 of Regulation S-K: Number Description (3)(i) Articles of Incorporation of the Registrant, as presently in effect (incorporated herein by reference to Exhibit 3.1 of Registration Statement No. 333-65821 on Form S-4). (3)(ii) Bylaws of the Registrant as presently in effect (incorporated herein by reference to Exhibit 3.2 of Registration Statement No. 333-65821 on Form S-4). (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PENNS WOODS BANCORP, INC. (Registrant) Date: August 9, 2001 /s/Ronald A. Walko Ronald A. Walko, President and Chief Executive Officer Date: August 9, 2001 /s/Sonya E. Scott Sonya E. Scott, Secretary