CNB Financial(CCNE) - 2019 Q1 - Quarterly Report

Forward-Looking Statements This section outlines forward-looking statements concerning the Corporation's financial condition, liquidity, operations, and future performance, emphasizing potential material differences due to economic, regulatory, interest rate, and integration risks - Forward-looking statements are subject to significant risks and uncertainties, including changes in economic conditions, regulations, interest rates, and integration difficulties from business combinations[9] PART I. FINANCIAL INFORMATION ITEM 1 – Financial Statements This section presents CNB Financial Corporation's unaudited consolidated financial statements, including balance sheets, income, comprehensive income, cash flows, and equity changes, with detailed accounting policy notes Consolidated Balance Sheets | Metric | March 31, 2019 (unaudited) | December 31, 2018 (audited) | Change | | :------------------------------------- | :------------------------- | :-------------------------- | :----- | | Total Assets | $3,287.3 million | $3,221.5 million | +$65.8 million | | Total Liabilities | $3,012.4 million | $2,958.7 million | +$53.7 million | | Total Shareholders' Equity | $275.0 million | $262.8 million | +$12.1 million | | Cash and cash equivalents | $55.3 million | $45.6 million | +$9.7 million | | Net Loans | $2,505.7 million | $2,454.9 million | +$50.9 million | | Total Deposits | $2,657.4 million | $2,610.8 million | +$46.6 million | Consolidated Statements of Income | Metric | Three months ended March 31, 2019 (unaudited) | Three months ended March 31, 2018 (unaudited) | Change | | :------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :----- | | Total interest and dividend income | $36.8 million | $29.4 million | +$7.4 million | | Total interest expense | $9.0 million | $5.3 million | +$3.7 million | | Net interest income | $27.8 million | $24.1 million | +$3.7 million | | Provision for loan losses | $1.3 million | $1.6 million | ($0.3 million) | | Net interest income after provision for loan losses | $26.5 million | $22.5 million | +$4.0 million | | Total non-interest income | $6.2 million | $4.8 million | +$1.4 million | | Total non-interest expenses | $21.2 million | $19.0 million | +$2.2 million | | Income before income taxes | $11.4 million | $8.2 million | +$3.2 million | | Income tax expense | $2.0 million | $1.1 million | +$0.8 million | | Net income | $9.5 million | $7.1 million | +$2.4 million | | Basic EPS | $0.62 | $0.46 | +$0.16 | | Diluted EPS | $0.62 | $0.46 | +$0.16 | | Cash dividends per share | $0.170 | $0.165 | +$0.005 | Consolidated Statements of Comprehensive Income | Metric | Three months ended March 31, 2019 (unaudited) | Three months ended March 31, 2018 (unaudited) | Change | | :------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :----- | | Net income | $9.5 million | $7.1 million | +$2.4 million | | Other comprehensive income (loss) | $4.9 million | ($3.9 million) | +$8.8 million | | Comprehensive income | $14.3 million | $3.2 million | +$11.1 million | Consolidated Statements of Cash Flows | Metric | Three months ended March 31, 2019 (unaudited) | Three months ended March 31, 2018 (unaudited) | Change | | :------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :----- | | Net cash provided by operating activities | $1.4 million | $4.1 million | ($2.7 million) | | Net cash used by investing activities | ($30.3 million) | ($149.2 million) | +$118.8 million | | Net cash provided by financing activities | $38.7 million | $138.3 million | ($99.6 million) | | Net increase (decrease) in cash and cash equivalents | $9.7 million | ($6.7 million) | +$16.5 million | | Cash and cash equivalents, beginning | $45.6 million | $35.3 million | +$10.2 million | | Cash and cash equivalents, ending | $55.3 million | $28.6 million | +$26.7 million | Consolidated Statements of Changes in Stockholders' Equity | Metric | Balance, January 1, 2019 | Net Income | Other Comprehensive Income | Cash Dividends Declared | Balance, March 31, 2019 | | :------------------------------------- | :----------------------- | :--------- | :------------------------- | :---------------------- | :---------------------- | | Total Shareholders' Equity | $262.8 million | $9.5 million | $4.9 million | ($2.6 million) | $275.0 million | | Components: | | | | | | | Additional Paid-In Capital | $97.6 million | | | | $97.1 million | | Retained Earnings | $171.8 million | $9.5 million | | ($2.6 million) | $178.7 million | | Treasury Stock | ($2.6 million) | | | | ($1.7 million) | | Accumulated Other Comprehensive Income (Loss) | ($4.0 million) | | $4.9 million | | $0.9 million | Notes to Consolidated Financial Statements This section details disclosures for consolidated financial statements, covering presentation basis, stock compensation, fair value, securities, loans, deposits, EPS, derivatives, revenue recognition, leases, contingencies, and recent accounting pronouncements 1. BASIS OF PRESENTATION - The financial statements are prepared in accordance with GAAP and SEC rules, with certain interim period condensations. Financial performance for Q1 2019 is not indicative of the full year[25][26] 2. STOCK COMPENSATION - The Corporation operates a stock incentive plan for key employees, directors, and consultants, offering time-based and performance-based restricted stock. Time-based restricted stock for key employees vests over 3-5 years, while non-employee director awards vest immediately since 2018[27][28] | Metric | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Compensation expense for restricted stock awards | $0.6 million | $0.7 million | | Total unrecognized compensation cost (as of March 31, 2019) | $1.2 million | N/A | | Fair value of shares vested | $1.2 million | $1.5 million | | Nonvested Restricted Stock Awards (Q1 2019) | Shares | Weighted Average Grant Date Fair Value | | :------------------------------------------ | :----- | :------------------------------------- | | Nonvested at beginning of period | 75,889 | $23.20 | | Granted | 25,940 | $25.27 | | Vested | (34,060) | $21.58 | | Nonvested at end of period | 67,769 | $24.79 | 3. FAIR VALUE - Fair value measurements are categorized into a three-level hierarchy (Level 1: quoted prices in active markets, Level 2: significant observable inputs, Level 3: significant unobservable inputs). Most trading securities, available-for-sale securities, and derivative instruments are valued using Level 1 or Level 2 inputs. Impaired loans are generally valued using Level 3 inputs based on real estate appraisals[33][34][35][36] | Asset/Liability (March 31, 2019) | Total Fair Value | Level 1 | Level 2 | Level 3 | | :------------------------------- | :--------------- | :------ | :------ | :------ | | Securities Available For Sale | $500.6 million | $0.9 million | $499.7 million | $0.0 million | | Interest Rate Swaps (Asset) | $0.9 million | $0.0 million | $0.9 million | $0.0 million | | Trading Securities | $8.6 million | $8.6 million | $0.1 million | $0.0 million | | Interest Rate Swaps (Liability) | ($1.2 million) | $0.0 million | ($1.2 million) | $0.0 million | | Impaired loans (non-recurring, Level 3) | $1.7 million | $0.0 million | $0.0 million | $1.7 million | 4. SECURITIES | Securities Available For Sale | March 31, 2019 Fair Value | December 31, 2018 Fair Value | | :------------------------------------- | :-------------------------- | :--------------------------- | | U.S. Gov't sponsored entities | $130.4 million | $132.7 million | | State & political subdivisions | $121.1 million | $136.0 million | | Residential & multi-family mortgage | $207.5 million | $206.1 million | | Corporate notes & bonds | $11.9 million | $11.8 million | | Pooled SBA | $28.8 million | $29.4 million | | Other | $0.9 million | $0.9 million | | Total | $500.6 million | $516.9 million | - Management assessed debt securities for other-than-temporary impairment and concluded that impairment was temporary at March 31, 2019, and December 31, 2018, due to no significant deterioration in creditworthiness, timely receipt of contractual interest payments, and no intent or requirement to sell before recovery[55][57][58] | Security Sales (Available-for-Sale) | Proceeds | Gross Gains | Gross Losses | | :---------------------------------- | :------- | :---------- | :----------- | | Three months ended March 31, 2019 | $11.4 million | $0.2 million | $0.0 million | | Three months ended March 31, 2018 | $0.0 million | $0.0 million | $0.0 million | 5. LOANS | Loan Category | March 31, 2019 | December 31, 2018 | | :------------------------------------- | :------------- | :---------------- | | Commercial, industrial, and agricultural | $950.9 million | $916.3 million | | Commercial mortgages | $709.7 million | $697.8 million | | Residential real estate | $775.6 million | $771.3 million | | Consumer | $86.8 million | $86.0 million | | Credit cards | $7.3 million | $7.6 million | | Overdrafts | $0.5 million | $0.3 million | | Less: unearned discount | ($4.7 million) | ($4.8 million) | | Less: allowance for loan losses | ($20.3 million) | ($19.7 million) | | Loans, net | $2,505.7 million | $2,454.9 million | - The Corporation's loan portfolio is primarily concentrated in central and northwest Pennsylvania, central and northeast Ohio, and western New York. Commercial, industrial, and agricultural loans comprised 38% of the total loan portfolio at March 31, 2019, and commercial mortgage loans comprised 28%[64][67] | Allowance for Loan Losses Activity | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Beginning balance | $19.7 million | $19.7 million | | Charge-offs | ($0.8 million) | ($0.7 million) | | Recoveries | $0.2 million | $0.2 million | | Provision for loan losses | $1.3 million | $1.6 million | | Ending balance | $20.3 million | $20.8 million | 6. DEPOSITS | Deposit Type | March 31, 2019 | December 31, 2018 | Percentage Change | | :------------------------------------- | :------------- | :---------------- | :---------------- | | Checking, non-interest bearing | $345.4 million | $356.8 million | (3.2)% | | Checking, interest bearing | $583.7 million | $600.0 million | (2.7)% | | Savings accounts | $1,374.4 million | $1,258.5 million | 9.2% | | Certificates of deposit | $353.9 million | $395.4 million | (10.5)% | | Total deposits | $2,657.4 million | $2,610.8 million | 1.8% | 7. EARNINGS PER SHARE - Basic and diluted EPS are computed using the two-class method for participating securities (unvested share-based payment awards with nonforfeitable dividend rights). No outstanding stock options were included in diluted EPS calculations for the periods presented[100][101] | EPS Metric | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Net earnings allocated to common stock | $9.4 million | $7.1 million | | Weighted average shares (basic) | 15,167 | 15,201 | | Basic earnings per common share | $0.62 | $0.46 | | Diluted earnings per common share | $0.62 | $0.46 | 8. DERIVATIVE INSTRUMENTS - The Corporation uses interest rate swap agreements to hedge cash flows associated with subordinated notes, aiming to stabilize interest expense and manage interest rate risk. A new 5-year swap was executed in September 2018 for $10 million of subordinated debt. The Corporation does not use derivatives for trading or speculative purposes[103][105] | Derivative Activity (Cash Flow Hedges) | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Gain or (Loss) Recognized in OCI (net of tax) | ($0.1 million) | $0.1 million | | Gain or (Loss) Reclassified from AOCI into Income (net of tax) | ($0.0 million) | ($0.1 million) | - The Corporation also engages in back-to-back interest rate swaps as an intermediary for customers, where changes in fair value offset each other and do not impact operations[110] 9. REVENUE FROM CONTRACTS WITH CUSTOMERS - All revenue from contracts with customers under ASC 606 is recognized within non-interest income. Primary revenue sources like interest and dividend income, security gains, and loan servicing are outside the scope of ASU 2014-9[114][116] | Non-interest Income | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Service charges on deposit accounts | $1.5 million | $1.2 million | | Wealth and asset management fees | $1.0 million | $1.0 million | | Mortgage banking | $0.2 million | $0.2 million | | Card processing and interchange income | $1.0 million | $1.0 million | | Net gains (losses) on sales of securities | $0.1 million | $0.0 million | | Other income | $2.2 million | $1.3 million | | Total non-interest income | $6.2 million | $4.8 million | 10. LEASES - The Corporation adopted ASU 2016-02 (Leases) on January 1, 2019, recognizing approximately $12.5 million in right-of-use assets and $13.3 million in related lease liabilities. Operating lease assets and liabilities are recognized at lease commencement based on the present value of remaining lease payments[124][125] | Lease Components (March 31, 2019) | Amount | | :------------------------------------- | :----- | | Operating lease assets | $16.2 million | | Finance lease assets | $0.6 million | | Total leased assets | $16.8 million | | Operating lease liabilities | $17.1 million | | Finance lease liabilities | $0.7 million | | Total leased liabilities | $17.8 million | | Lease Cost (Three months ended March 31, 2019) | Amount | | :--------------------------------------------- | :----- | | Operating lease cost | $0.4 million | | Variable lease cost | $0.0 million | | Finance lease cost (Amortization) | $0.0 million | | Finance lease cost (Interest) | $0.0 million | | Sublease income | ($0.0 million) | | Net lease cost | $0.4 million | 11. CONTINGENCY - The Corporation received a sales tax assessment from the Pennsylvania Department of Revenue for $1.2 million (including interest and penalties) covering 2013-2016. A liability of $96 thousand has been accrued, representing management's reasonable estimate, while the remaining balance is being appealed as improperly assessed[131] 12. RECENT ACCOUNTING PRONOUNCEMENTS - The Corporation is evaluating the impact of ASU 2018-14 (Defined Benefit Plans) and ASU 2018-13 (Fair Value Measurement Disclosures), effective after December 15, 2020, and December 15, 2019, respectively[132][133] - ASU 2016-13 (Financial Instruments – Credit Losses), effective after December 15, 2019, will require recognition of all expected credit losses for amortized cost assets, and its impact on financial statements is yet to be determined[134] - ASU 2019-01 (Leases Codification Improvements) was issued in March 2019, and management does not expect it to have a material impact on the financial statements[136] ITEM 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of the Corporation's financial condition and operational results for Q1 2019, covering assets, funding, capital, liquidity, off-balance sheet activities, yield comparisons, and critical accounting policies GENERAL OVERVIEW - Management measures performance using return on average equity, earnings per share, and asset quality. The Corporation focuses on disciplined loan pricing to maintain a strong net interest margin in a flattening yield curve and competitive environment[143] - Non-interest costs are expected to increase with growth, but management's strategies aim to offset this with increased earning assets and non-interest income, positioning the Corporation to sustain core earnings in 2019[144] CASH AND CASH EQUIVALENTS | Metric | March 31, 2019 | December 31, 2018 | Change | | :------------------------------------- | :------------- | :---------------- | :----- | | Cash and cash equivalents | $55.3 million | $45.6 million | +$9.7 million | - Management believes current cash and cash equivalents, along with access to traditional funding sources, FHLB financing, and maturing portfolios, are sufficient to meet liquidity needs and off-balance sheet commitments[146] SECURITIES | Metric | March 31, 2019 | December 31, 2018 | | :------------------------------------- | :------------- | :---------------- | | Securities available for sale and trading securities | $509.3 million | $524.6 million | | Securities portfolio as % of total assets | 15.5% | 16.3% | - The Corporation aims to maintain its securities portfolio between 15% and 20% of total assets to balance earnings and liquidity, employing a strategy of buying into the market over time to minimize the effect of different rate environments[148][149] LOANS | Metric | First three months of 2019 | | :------------------------------------- | :------------------------- | | Increase in loans, net of unearned discount | $51.5 million (2.1%) | - The Corporation's lending efforts focus on commercial and retail lending, with commercial lending identified as a competitive advantage. Management anticipates solid loan demand and continued loan growth throughout 2019[151] ALLOWANCE FOR LOAN LOSSES - The allowance for loan losses is established through provisions charged against current income, reflecting management's judgment based on individual loan evaluations, portfolio risk characteristics, historical losses, and economic conditions[152] | Metric | Three months ending March 31, 2019 | Three months ending March 31, 2018 | | :------------------------------------- | :--------------------------------- | :--------------------------------- | | Balance at beginning of period | $19.7 million | $19.7 million | | Net charge-offs | ($0.7 million) | ($0.6 million) | | Provision for loan losses | $1.3 million | $1.6 million | | Balance at end of period | $20.3 million | $20.8 million | | Allowance to net loans | 0.81% | 0.91% | | Net charge-offs to average loans (annualized) | 0.11% | 0.10% | - The provision for loan losses in Q1 2019 was primarily due to a $786 thousand increase in specific reserves and $664 thousand in net charge-offs. The allowance for loans collectively evaluated for impairment decreased to 0.59% from 0.61% YoY, reflecting strong credit quality[161] FUNDING SOURCES | Metric | March 31, 2019 | December 31, 2018 | Change | | :------------------------------------- | :------------- | :---------------- | :----- | | Total Deposits | $2.66 billion | $2.61 billion | +$46.6 million | - The Corporation utilizes deposits, short-term borrowings, and term debt, including FHLB borrowings, to meet funding obligations and match fund loan assets, and plans to maintain access to these sources[163] SHAREHOLDERS' EQUITY AND CAPITAL RATIOS AND METRICS | Metric | March 31, 2019 | December 31, 2018 | | :------------------------------------- | :------------- | :---------------- | | Total shareholders' equity | $275.0 million | $262.8 million | | Net income (Q1 2019) | $9.5 million | N/A | | Dividends declared (Q1 2019) | $2.6 million | N/A | | Dividend payout ratio (Q1 2019) | 27.4% | N/A | | Capital Ratio | March 31, 2019 | December 31, 2018 | | :------------------------------------- | :------------- | :---------------- | | Total risk-based capital ratio | 13.18% | 13.21% | | Tier 1 capital ratio | 10.35% | 10.33% | | Common equity tier 1 ratio | 9.54% | 9.50% | | Leverage ratio | 8.01% | 7.87% | | Tangible common equity/tangible assets | 7.26% | 7.02% | | Book value per share | $18.04 | $17.28 | | Tangible book value per share | $15.46 | $14.69 | LIQUIDITY - Liquidity is managed by both management and the ALCO, with current levels deemed acceptable. Key liquidity sources include cash and cash equivalents, maturing loan and securities portfolios, and access to funding[169] OFF-BALANCE SHEET ACTIVITIES - The Corporation issues financial instruments like loan commitments, credit lines, and letters of credit to meet customer financing needs, which carry off-balance sheet risk but are managed with the same credit policies as loans[170] | Off-Balance Sheet Commitments | March 31, 2019 | December 31, 2018 | | :------------------------------------- | :------------- | :---------------- | | Commitments to make loans (Fixed Rate) | $47.6 million | $46.3 million | | Commitments to make loans (Variable Rate) | $183.2 million | $191.8 million | | Unused lines of credit | $442.7 million | $443.8 million | | Standby letters of credit | $12.0 million | $16.3 million | | Unfunded Capital Commitments | March 31, 2019 | December 31, 2018 | | :------------------------------------- | :------------- | :---------------- | | Small business investment corporations | $3.4 million | $3.9 million | | Low income housing partnerships | $1.4 million | $1.4 million | CONSOLIDATED YIELD COMPARISONS | Metric | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Net interest margin (fully tax equivalent) | 3.70% | 3.72% | | Yield on earning assets | 4.89% | 4.53% | | Cost of interest-bearing liabilities | 1.39% | 0.94% | | Net interest spread | 3.50% | 3.59% | RESULTS OF OPERATIONS | Metric | Three months ended March 31, 2019 | Three months ended March 31, 2018 | Change | | :------------------------------------- | :-------------------------------- | :-------------------------------- | :----- | | Net income | $9.5 million | $7.1 million | +$2.4 million | | Earnings per diluted share | $0.62 | $0.46 | +$0.16 | | Return on average assets (ROAA) | 1.17% | 1.00% | +0.17% | | Return on average equity (ROAE) | 14.24% | 11.61% | +2.63% | - Net interest income increased by $3.7 million (15.2%), and non-interest income increased by $1.4 million (29.5%). The provision for loan losses decreased by $325 thousand (19.9%), while non-interest expenses increased by $2.2 million (11.5%)[178] - Non-interest income, excluding securities transactions, was $5.2 million in Q1 2019, up from $4.7 million in Q1 2018. Service charges on deposit accounts increased by $234 thousand (18.8%), and net income from Small Business Investment Companies increased significantly[182][183] - Salaries and benefits expense increased by $1.4 million (14.3%) due to staffing expansion in business development, risk management, and customer service. Total households serviced increased by 9.8% to 65,081[184] | Metric | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Income tax expense | $2.0 million | $1.1 million | | Effective tax rate | 17.1% | 13.7% | CRITICAL ACCOUNTING POLICIES - Key accounting policies involving significant management judgments and estimates include the allowance for loan losses, fair value of securities, and fair value of assets/liabilities in business combinations. No significant changes in application since December 31, 2018[187] ITEM 3 – Quantitative and Qualitative Disclosures about Market Risk This section details the Corporation's primary market risk, interest rate risk, and its management through ALCO reviews and asset/liability models to optimize net interest income within policy limits - The Corporation's primary market risk is interest rate risk, managed through asset-liability management models and ALCO reviews to maximize net interest income within acceptable risk levels[190][191][192] | Change in Basis Points | % Change in Net Interest Income (One-Year Period) | | :--------------------- | :------------------------------------------------ | | +400 | 9.0% | | +300 | 7.0% | | +200 | 5.4% | | +100 | 5.2% | | (100) | (3.1)% | | (200) | (4.6)% | ITEM 4 – Controls and Procedures Management assessed the effectiveness of the Corporation's disclosure controls and procedures as of March 31, 2019, concluding they are effective, with no significant changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated and deemed effective as of March 31, 2019[198] - No significant changes in internal control over financial reporting occurred during the quarter ended March 31, 2019[198] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Corporation reports no material pending legal proceedings beyond routine business matters - No material pending legal proceedings to which the Corporation or its subsidiaries are a party[201] ITEM 1A. RISK FACTORS No material changes to the risk factors previously disclosed in the 2018 Form 10-K - No material changes to risk factors disclosed in the 2018 Form 10-K[203] ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES This section details the Corporation's common stock repurchase activities and shares surrendered by employees for tax obligations related to restricted stock vesting during Q1 2019, with no purchases under publicly announced plans | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares Yet to Be Purchased Under Plans or Programs | | :--------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------- | :------------------------------------------------------------------- | | January 1 – 31, 2019 | 0 | $0 | 0 | 289,731 | | February 1 – 28, 2019 | 0 | $0 | 0 | 289,731 | | March 1 – 31, 2019 | 0 | $0 | 0 | 289,731 | - Employees surrendered shares of common stock to satisfy statutory minimum tax obligations related to restricted stock vesting during Q1 2019[207] ITEM 3. DEFAULTS UPON SENIOR SECURITIES The Corporation reports no defaults upon senior securities - None[208] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the Corporation - Not applicable[208] ITEM 5. OTHER INFORMATION The Corporation reports no other information for this period - None[208] ITEM 6. EXHIBITS This section lists all exhibits filed as part of the Form 10-Q, including organizational documents, incentive plans, certifications, and XBRL documents - The report includes exhibits such as Second Amended and Restated Articles of Incorporation and Bylaws, the 2019 Omnibus Incentive Plan, CEO/CFO certifications (Sections 302 and 906), and XBRL documents[211] SIGNATURES This section contains the official signatures of Joseph B. Bower, Jr., President and CEO, and Brian W. Wingard, Treasurer, certifying the report on May 9, 2019 - Report signed by Joseph B. Bower, Jr. (President and CEO) and Brian W. Wingard (Treasurer) on May 9, 2019[213]