Penns Woods Bancorp, Inc. Reports Second Quarter 2008 Earnings

July 18, 2008 12:51 PM EDT

JERSEY SHORE, Pa.--(BUSINESS WIRE)--

Penns Woods Bancorp, Inc. (NASDAQ: PWOD) today reported that net income from core operations ("operating earnings"), which excludes net securities gains and losses, increased 3.8% and 2.9% to $2,223,000 and $4,329,000 for the three and six months ended June 30, 2008 compared to $2,142,000 and $4,207,000 for the same periods of 2007. In addition, second quarter 2008 operating earnings represent an increase of $117,000 or 5.6% from the first quarter 2008 results. Operating earnings per share for the three months ended June 30, 2008 increased 5.5% to $0.58 basic ($0.57 dilutive) compared to $0.55 basic ($0.55 dilutive) for the three months ended June 30, 2007. Second quarter 2008 operating earnings per share represent an increase of 7.4% or $0.04 compared to operating earnings of $0.54 for the first quarter of 2008. Operating earnings for the three and six month periods ended June 30, 2008 have been positively impacted by continued strong credit quality, deposit growth, solid non-interest income, an increasing net interest margin, and additional bank-owned life insurance.

Net income, as reported under U.S. generally accepted accounting principles, for the three and six months ended June 30, 2008 was $2,057,000 and $4,188,000 compared to $2,335,000 and $4,616,000 for the same periods of 2007. Comparable results were impacted by a decrease in after-tax securities gains of $359,000 (from $193,000 to a loss of $166,000) and $550,000 (from $409,000 to a loss of $141,000) from 2007 to 2008 for the three and six month periods being compared. Basic and dilutive earnings per share for the three and six months ended June 30, 2008 were $0.53 and $1.08 compared to $0.60 and $1.19 for the same corresponding periods of 2007. Return on average assets and return on average equity were 1.30% and 11.73% for the three months ended June 30, 2008 compared to 1.58% and 12.57% for the corresponding period of 2007. Earnings for the six months ended June 30, 2008 correlate to a return on average assets and return on average equity of 1.33% and 11.87% compared to 1.57% and 12.35% for the six month 2007 period.

The net interest margin for the three and six months ended June 30, 2008 was 4.01% and 3.95% as compared to 3.95% for each of the corresponding periods of 2007. A decrease in the rate paid on interest bearing liabilities of 53 basis points (bp) and 33 bp for the three and six months ended June 30, 2008 compared to the same periods of 2007 positively impacted the net interest margin. The decreasing cost of funds is primarily the result of the rate paid on time deposits decreasing 77 bp and 44 bp for the three and six month periods, respectively, while the cost of short-term borrowings has decreased 164 bp and 163 bp over the same time periods. The decreases are the result of Federal Open Market Committee actions coupled with our strategic decision to shorten the duration of the time deposit portfolio over the past year. The shortening of the time deposit portfolio has resulted in an increased repricing frequency which has allowed for the majority of the portfolio to be repriced downward over the past six months.

"The continued uncertainty over the future of the economy and credit markets has led to turbulence in the financial sector causing the value of many financial stocks to decline significantly over the past year. While our stock price has held relatively steady, many of the financial institution stocks held within our investment portfolio have experienced significant price declines. The amount of the declines has caused several of our holdings to be deemed other than temporarily impaired resulting in a write down in value of these holdings of $366,000 and $574,000 for the three and six month periods ended June 30, 2008. As we look into the future, there is much uncertainty as to the length and severity of the current economic turbulence. This turbulence may result in additional write downs through the balance of 2008. If write downs are necessary, we may decide to exit or reduce certain positions so that the losses can be carried back for tax purposes and offset against gains that have been recognized over the past several years," commented Ronald A. Walko, President and Chief Executive Officer of Penns Woods Bancorp, Inc. "We have maintained our distance from the issues that are causing much of the financial sector turbulence. We have not engaged in sub prime lending nor have we invested in high risk bonds. We continually stress asset quality in our investment and loan portfolios. In fact, our commitment to sound lending practices and credit standards has produced a nonperforming loans to total loans ratio of 0.25%, and annualized net loan charge-offs to average loans of only 0.01% for the three month period ended June 30, 2008. In addition, the allowance for loan losses to loans remains sound at 1.15% of total loans," added Mr. Walko.

Total assets increased $47,932,000 to $634,504,000 at June 30, 2008 compared to June 30, 2007. Net loans increased $9,735,000 despite a softening economy that has in general provided fewer loan opportunities. However, due to our sound credit quality and overall balance sheet strength, we have been able to aggressively attract those loans that meet and/or exceed our credit standards. The growth in the investment portfolio of $27,861,000 from June 30, 2007 to June 30, 2008 was driven by a strategic initiative in the latter portion of 2007 to increase net interest income by purchasing fixed rate instruments in anticipation of the decreasing rate environment continuing into 2008. In addition, the characteristics of the instruments purchased complemented the existing portfolio and serve as a means to reduce the level of prepayment risk in the portfolio.

Deposits have increased 7.9% or $32,018,000 to $437,921,000 at June 30, 2008 compared to June 30, 2007 with core deposits increasing $22,788,000. "Driving the increase in deposits has been a focus on targeted versus mass marketing, the impact of natural gas exploration throughout our footprint, and our willingness to work with local municipalities to provide products that fit their specific needs. In addition, we have started a campaign that focuses on the opening of specific types of accounts and the cross selling of related services such as debit cards and internet banking," commented Mr. Walko.

Shareholders' equity decreased $5,198,000 to $64,522,000 at June 30, 2008 as accumulated comprehensive income decreased $5,201,000, and $1,028,000 in treasury stock was strategically purchased as part of the previously announced stock buyback plan, while net income outpaced dividends paid. The decrease in accumulated comprehensive income is a result of a decline in the market value of certain securities held in the investment portfolio at June 30, 2008 compared to June 30, 2007, and the net excess of the projected benefit obligation over the market value of the plan assets of the defined benefit pension plan. The current level of shareholders' equity equates to a book value per share of $16.72 at June 30, 2008 compared to $17.93 at June 30, 2007 and an equity to asset ratio of 10.17% at June 30, 2008. Book value per share, excluding accumulated comprehensive income, was $19.11 at June 30, 2008 compared to $18.97 at June 30, 2007. During the three and six months ended June 30, 2008 cash dividends of $0.46 and $0.92 per share were paid to shareholders compared to $0.44 and $0.88 for the comparable periods of 2007.

"Our commitment to building shareholder value through sound balance sheet growth, income diversification, and prudent capital management remains steadfast. Over the past year we have grown the balance sheet by building our deposit base which has been utilized to fund solid well collateralized loans. Growth in non-interest income from sources such as insurance and annuity sales, debit and credit card interchange fees, and title insurance has aided in reducing the dependence on net interest income to provide for bottom line net income. The strength of our core operating earnings coupled with the purchase of 18,516 treasury shares and a dividend of $0.92 per share during the first six months of 2008 has allowed capital to be maintained at a level that provides for future asset growth, while providing a dividend yield in excess of 5%," commented Mr. Walko. The range of closing prices for Penns Woods Bancorp, Inc. stock was between $30.01 and $33.15 during the three month periods and $29.66 and $33.47 for the six month periods ended June 30 2008.

Penns Woods Bancorp, Inc. is the parent company of Jersey Shore State Bank, which operates thirteen branch offices providing financial services in Lycoming, Clinton, and Centre Counties. Investment and insurance products are offered through the bank's subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group.

NOTE: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Management uses the non-GAAP measure of net income from core operations in its analysis of the company's performance. This measure, as used by the Company, adjusts net income determined in accordance with GAAP to exclude the effects of special items, including significant gains or losses that are unusual in nature. Because certain of these items and their impact on the Company's performance are difficult to predict, management believes presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of the Company's core businesses. These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

This press release may contain certain "forward-looking statements" including statements concerning plans, objectives, future events or performance and assumptions and other statements, which are statements other than statements of historical fact. The Company cautions readers that the following important factors, among others, may have affected and could in the future affect actual results and could cause 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, 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 non-bank 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.

Previous press releases and additional information can be obtained from the Company's website at www.jssb.com.

THIS INFORMATION IS SUBJECT TO YEAR-END AUDIT ADJUSTMENT


                      PENNS WOODS BANCORP, INC.
                      CONSOLIDATED BALANCE SHEET
                             (UNAUDITED)

(In Thousands, Except Share Data)                  June 30,
                                         -----------------------------
                                           2008      2007    % Change
                                         --------- --------- ---------

ASSETS
Noninterest-bearing balances             $ 17,193  $ 11,315      51.9%
Interest-bearing deposits in other
 financial institutions                        16        16       0.0%
                                         --------- --------- ---------
    Total cash and cash equivalents        17,209    11,331      51.9%

Investment securities, available for
 sale, at fair value                      209,284   181,308      15.4%
Investment securities held to maturity
 (fair value of $161 and $277)                160       275     -41.8%
Loans held for sale                         3,590     5,345     -32.8%
Loans                                     365,955   356,175       2.7%
Less: Allowance for loan losses             4,207     4,162       1.1%
                                         --------- --------- ---------
    Loans, net                            361,748   352,013       2.8%
Premises and equipment, net                 7,449     6,964       7.0%
Accrued interest receivable                 3,322     3,015      10.2%
Bank-owned life insurance                  13,319    12,149       9.6%
Investment in limited partnerships          5,083     4,666       8.9%
Goodwill                                    3,032     3,032       0.0%
Other assets                               10,308     6,474      59.2%
                                         --------- --------- ---------
TOTAL ASSETS                             $634,504  $586,572       8.2%
                                         ========= ========= =========

LIABILITIES
Interest-bearing deposits                $358,013  $335,903       6.6%
Noninterest-bearing deposits               79,908    70,000      14.2%
                                         --------- --------- ---------
    Total deposits                        437,921   405,903       7.9%

Short-term borrowings                      48,081    28,359      69.5%
Long-term borrowings, Federal Home Loan
 Bank (FHLB)                               76,778    76,378       0.5%
Accrued interest payable                    1,463     1,647     -11.2%
Other liabilities                           5,739     4,565      25.7%
                                         --------- --------- ---------
    TOTAL LIABILITIES                     569,982   516,852      10.3%
                                         --------- --------- ---------

SHAREHOLDERS' EQUITY
Common stock, par value $8.33,
 10,000,000 shares authorized; 4,008,833
 and 4,005,342 shares issued               33,407    33,378       0.1%
Additional paid-in capital                 17,930    17,852       0.4%
Retained earnings                          27,898    26,974       3.4%
Accumulated other comprehensive loss:
    Net unrealized loss on available for
     sale securities                       (7,860)   (3,455)    127.5%
    Defined benefit plan                   (1,375)     (579)    137.5%
Less: Treasury stock at cost, 149,818
 and 117,802 shares                        (5,478)   (4,450)     23.1%
                                         --------- --------- ---------
    TOTAL SHAREHOLDERS' EQUITY             64,522    69,720      -7.5%
                                         --------- --------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
 EQUITY                                  $634,504  $586,572       8.2%
                                         ========= ========= =========

                      PENNS WOODS BANCORP, INC.
                   CONSOLIDATED STATEMENT OF INCOME
                             (UNAUDITED)



(In Thousands, Except Per Share             Three Months Ended
 Data)
                                                 June 30,
                                     --------------------------------
                                        2008        2007    % Change
                                     ----------- ---------- ----------

INTEREST AND DIVIDEND INCOME:
Loans including fees                 $    6,246  $    6,516     -4.1%
Investment Securities:
  Taxable                                 1,276         924     38.1%
  Tax-exempt                              1,210       1,052     15.0%
  Dividend and other interest income        204         301    -32.2%
                                     ----------- ---------- ---------
TOTAL INTEREST AND DIVIDEND INCOME        8,936       8,793      1.6%
                                     ----------- ---------- ---------

INTEREST EXPENSE:
Deposits                                  2,551       2,868    -11.1%
Short-term borrowings                       257         227     13.2%
Long-term borrowings, FHLB                  972         904      7.5%
                                     ----------- ---------- ---------
TOTAL INTEREST EXPENSE                    3,780       3,999     -5.5%
                                     ----------- ---------- ---------

NET INTEREST INCOME                       5,156       4,794      7.6%

PROVISION FOR LOAN LOSSES                    60          10    500.0%
                                     ----------- ---------- ---------

NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                          5,096       4,784      6.5%
                                     ----------- ---------- ---------

NON-INTEREST INCOME:
Deposit service charges                     540         567     -4.8%
Securities (losses) gains, net             (251)        293   -185.7%
Bank-owned life insurance                    91          86      5.8%
Gain on sale of loans                       212         234     -9.4%
Insurance commissions                       486         550    -11.6%
Other                                       543         456     19.1%
                                     ----------- ---------- ---------
TOTAL NON-INTEREST INCOME                 1,621       2,186    -25.8%
                                     ----------- ---------- ---------

NON-INTEREST EXPENSE:
Salaries and employee benefits            2,469       2,301      7.3%
Occupancy, net                              314         337     -6.8%
Furniture and equipment                     287         297     -3.4%
Pennsylvania shares tax                     105         161    -34.8%
Amortization of investments in
 limited partnerships                       178         142     25.4%
Other                                     1,158       1,102      5.1%
                                     ----------- ---------- ---------
TOTAL NON-INTEREST EXPENSE                4,511       4,340      3.9%
                                     ----------- ---------- ---------

INCOME BEFORE INCOME TAX PROVISION        2,206       2,630    -16.1%
INCOME TAX PROVISION                        149         295    -49.5%
                                     ----------- ---------- ---------
NET INCOME                           $    2,057  $    2,335    -11.9%
                                     =========== ========== =========

EARNINGS PER SHARE - BASIC           $     0.53  $     0.60    -11.7%
                                     =========== ========== =========

EARNINGS PER SHARE - DILUTED         $     0.53  $     0.60    -11.7%
                                     =========== ========== =========

WEIGHTED AVERAGE SHARES OUTSTANDING
 - BASIC                              3,865,977   3,889,139     -0.6%
                                     =========== ========== =========

WEIGHTED AVERAGE SHARES OUTSTANDING
 - DILUTED                            3,866,115   3,889,401     -0.6%
                                     =========== ========== =========

DIVIDENDS PER SHARE                  $     0.46  $     0.44      4.5%
                                     =========== ========== =========



(In Thousands, Except Per Share              Six Months Ended
 Data)
                                                 June 30,
                                     ---------------------------------
                                         2008        2007    % Change
                                     ------------ ---------- ---------

INTEREST AND DIVIDEND INCOME:
Loans including fees                 $    12,625  $   12,939     -2.4%
Investment Securities:
  Taxable                                  2,466       1,747     41.2%
  Tax-exempt                               2,436       2,163     12.6%
  Dividend and other interest income         457         623    -26.6%
                                     ------------ ---------- ---------
TOTAL INTEREST AND DIVIDEND INCOME        17,984      17,472      2.9%
                                     ------------ ---------- ---------

INTEREST EXPENSE:
Deposits                                   5,092       5,380     -5.4%
Short-term borrowings                        686         732     -6.3%
Long-term borrowings, FHLB                 2,169       1,826     18.8%
                                     ------------ ---------- ---------
TOTAL INTEREST EXPENSE                     7,947       7,938      0.1%
                                     ------------ ---------- ---------

NET INTEREST INCOME                       10,037       9,534      5.3%

PROVISION FOR LOAN LOSSES                    120          50    140.0%
                                     ------------ ---------- ---------

NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                           9,917       9,484      4.6%
                                     ------------ ---------- ---------

NON-INTEREST INCOME:
Deposit service charges                    1,110       1,108      0.2%
Securities (losses) gains, net              (213)        619   -134.4%
Bank-owned life insurance                    246         201     22.4%
Gain on sale of loans                        364         372     -2.2%
Insurance commissions                      1,066         988      7.9%
Other                                        962         872     10.3%
                                     ------------ ---------- ---------
TOTAL NON-INTEREST INCOME                  3,535       4,160    -15.0%
                                     ------------ ---------- ---------

NON-INTEREST EXPENSE:
Salaries and employee benefits             4,920       4,582      7.4%
Occupancy, net                               652         668     -2.4%
Furniture and equipment                      572         583     -1.9%
Pennsylvania shares tax                      210         322    -34.8%
Amortization of investments in
 limited partnerships                        356         283     25.8%
Other                                      2,246       2,030     10.6%
                                     ------------ ---------- ---------
TOTAL NON-INTEREST EXPENSE                 8,956       8,468      5.8%
                                     ------------ ---------- ---------

INCOME BEFORE INCOME TAX PROVISION         4,496       5,176    -13.1%
INCOME TAX PROVISION                         308         560    -45.0%
                                     ------------ ---------- ---------
NET INCOME                           $     4,188  $    4,616     -9.3%
                                     ============ ========== =========

EARNINGS PER SHARE - BASIC           $      1.08  $     1.19     -9.2%
                                     ============ ========== =========

EARNINGS PER SHARE - DILUTED         $      1.08  $     1.19     -9.2%
                                     ============ ========== =========

WEIGHTED AVERAGE SHARES OUTSTANDING
 - BASIC                               3,870,359   3,893,286     -0.6%
                                     ============ ========== =========

WEIGHTED AVERAGE SHARES OUTSTANDING
 - DILUTED                             3,870,523   3,893,586     -0.6%
                                     ============ ========== =========

DIVIDENDS PER SHARE                  $      0.92  $     0.88      4.5%
                                     ============ ========== =========


                      PENNS WOODS BANCORP, INC.
                 AVERAGE BALANCES AND INTEREST RATES

                               For the Three Months Ended
                   ---------------------------------------------------
                         June 30, 2008             June 30, 2007
                   ------------------------- -------------------------
                   Average           Average Average           Average
                    Balance Interest   Rate   Balance Interest   Rate
                   -------- -------- ------- -------- -------- -------
ASSETS:
Tax-exempt loans   $  8,506 $    135   6.31% $  7,819 $    120   6.16%
All other loans     358,980    6,157   6.82%  353,019    6,437   7.31%
                   -------- -------- ------- -------- -------- -------
Total loans         367,486    6,292   6.81%  360,838    6,557   7.29%
                   -------- -------- ------- -------- -------- -------

Taxable securities  105,295    1,480   5.62%   83,328    1,209   5.80%
Tax-exempt
 securities         108,670    1,833   6.75%  100,403    1,594   6.35%
                   -------- -------- ------- -------- -------- -------
Total securities    213,965    3,313   6.19%  183,731    2,803   6.10%
                   -------- -------- ------- -------- -------- -------

Interest bearing
 deposits                34        -   0.00%    1,230       16   5.22%
                   -------- -------- ------- -------- -------- -------

Total interest-
 earning assets     581,485    9,605   6.58%  545,799    9,376   6.88%
                            -------- -------          -------- -------

Other assets         50,186                    43,594
                   --------                  --------

TOTAL ASSETS       $631,671                  $589,393
                   ========                  ========

LIABILITIES AND
 SHAREHOLDERS'
 EQUITY:
Savings            $ 61,197      115   0.75% $ 59,906      110   0.74%
Super Now deposits   54,327      183   1.34%   47,531      153   1.29%
Money Market
 deposits            26,803      146   2.17%   26,346      158   2.41%
Time deposits       209,539    2,107   4.00%  205,554    2,447   4.77%
                   -------- -------- ------- -------- -------- -------
Total Deposits      351,866    2,551   2.88%  339,337    2,868   3.39%
                   -------- -------- ------- -------- -------- -------

Short-term
 borrowings          41,319      257   2.45%   22,239      227   4.09%
Long-term
 borrowings          85,789      972   4.43%   77,971      904   4.65%
                   -------- -------- ------- -------- -------- -------
Total borrowings    127,108    1,229   3.79%  100,210    1,131   4.53%
                   -------- -------- ------- -------- -------- -------

Total interest-
 bearing
 liabilities        478,974    3,780   3.12%  439,547    3,999   3.65%
                            -------- -------          -------- -------

Demand deposits      73,485                    68,677
Other liabilities     9,095                     6,888
Shareholders'
 equity              70,117                    74,281
                   --------                  --------

TOTAL LIABILITIES
 AND SHAREHOLDERS'
 EQUITY            $631,671                  $589,393
                   ========                  ========
Interest rate
 spread                                3.46%                     3.23%
                                     =======                   =======
Net interest
 income/margin              $  5,825   4.01%          $  5,377   3.95%
                            ======== =======          ======== =======


                             For the Three
                              Months Ended
                                June 30,
                            ----------------

                              2008    2007
                            -------- -------

Total interest
 income                     $  8,936 $8,793
Total interest
 expense                       3,780  3,999
                            -------- -------

Net interest
 income                        5,156  4,794
Tax equivalent
 adjustment                      669    583
                            -------- -------

Net interest
 income (fully
 taxable
 equivalent)                $  5,825 $5,377
                            ======== =======

                      PENNS WOODS BANCORP, INC.
                 AVERAGE BALANCES AND INTEREST RATES

                                For the Six Months Ended
                  ----------------------------------------------------
                        June 30, 2008              June 30, 2007
                  -------------------------- -------------------------
                  Average           Average  Average           Average
                   Balance Interest   Rate    Balance Interest   Rate
                  -------- -------- -------- -------- -------- -------
ASSETS:
Tax-exempt loans  $  8,277 $    262    6.37% $  8,022 $    247   6.21%
All other loans    356,830   12,453    7.02%  352,829   12,776   7.30%
                  -------- -------- -------- -------- -------- -------
Total loans        365,107   12,715    7.00%  360,851   13,023   7.28%
                  -------- -------- -------- -------- -------- -------

Taxable
 securities        103,013    2,923    5.68%   82,952    2,353   5.67%
Tax-exempt
 securities        111,630    3,691    6.61%  101,588    3,277   6.45%
                  -------- -------- -------- -------- -------- -------
Total securities   214,643    6,614    6.16%  184,540    5,630   6.10%
                  -------- -------- -------- -------- -------- -------

Interest bearing
 deposits               19        -    0.00%      629       17   5.45%
                  -------- -------- -------- -------- -------- -------

Total interest-
 earning assets    579,769   19,329    6.69%  546,020   18,670   6.88%
                           -------- --------          -------- -------

Other assets        49,325                     41,723
                  --------                   --------

TOTAL ASSETS      $629,094                   $587,743
                  ========                   ========

LIABILITIES AND
 SHAREHOLDERS'
 EQUITY:
Savings           $ 59,880      224    0.75% $ 59,454      215   0.73%
Super Now
 deposits           50,347      338    1.35%   46,196      302   1.32%
Money Market
 deposits           25,064      273    2.19%   24,962      283   2.29%
Time deposits      200,233    4,257    4.28%  195,712    4,580   4.72%
                  -------- -------- -------- -------- -------- -------
Total Deposits     335,524    5,092    3.05%  326,324    5,380   3.32%
                  -------- -------- -------- -------- -------- -------

Short-term
 borrowings         46,216      686    2.95%   32,206      732   4.58%
Long-term
 borrowings         95,661    2,169    4.48%   79,339    1,826   4.64%
                  -------- -------- -------- -------- -------- -------
Total borrowings   141,877    2,855    3.99%  111,545    2,558   4.62%
                  -------- -------- -------- -------- -------- -------

Total interest-
 bearing
 liabilities       477,401    7,947    3.33%  437,869    7,938   3.66%
                           -------- --------          -------- -------

Demand deposits     71,864                     68,446
Other liabilities    9,280                      6,673
Shareholders'
 equity             70,549                     74,755
                  --------                   --------

TOTAL LIABILITIES
 AND
 SHAREHOLDERS'
 EQUITY           $629,094                   $587,743
                  ========                   ========
Interest rate
 spread                                3.36%                     3.22%
                                    ========                   =======
Net interest
 income/margin             $ 11,382    3.95%          $ 10,732   3.95%
                           ======== ========          ======== =======


                             For the Six
                              Months Ended
                               June 30,
                           -----------------

                             2008     2007
                           -------- --------

Total interest
 income                    $ 17,984 $17,472
Total interest
 expense                      7,947   7,938
                           -------- --------

Net interest
 income                      10,037   9,534
Tax equivalent
 adjustment                   1,345   1,198
                           -------- --------

Net interest
 income (fully
 taxable
 equivalent)               $ 11,382 $10,732
                           ======== ========

                                      Quarter Ended

(Dollars in
 Thousands, Except
 Per Share Data)    6/30/2008 3/31/2008 12/31/2007 9/30/2007 6/30/2007
                   -=========-=========-==========-=========-=========

Operating Data

   Net income      $   2,057 $   2,131 $    1,939 $   2,322 $   2,335
                   ---------------------------------------------------
   Net interest
    income             5,156     4,881      5,103     4,865     4,794
                   ---------------------------------------------------
   Provision for
    loan losses           60        60         90        10        10
                   ---------------------------------------------------
   Net security
    gains (losses)      (251)       38       (673)        -       293
                   ---------------------------------------------------
   Non-interest
    income, ex. net
    security gains
    (losses)           1,872     1,876      1,985     2,006     1,893
                   ---------------------------------------------------
   Non-interest
    expense            4,511     4,445      4,418     4,430     4,340
                   ---------------------------------------------------

Performance
 Statistics

   Net interest
    margin              4.01%     3.87%      3.93%     3.98%     3.95%
                   ---------------------------------------------------
   Annualized
    return on
    average assets      1.30%     1.36%      1.25%     1.57%     1.58%
                   ---------------------------------------------------
   Annualized
    return on
    average equity     11.73%    12.01%     10.68%    13.21%    12.57%
                   ---------------------------------------------------
   Annualized net
    loan charge-
    offs to avg
    loans               0.01%     0.04%      0.06%     0.09%     0.05%
                   ---------------------------------------------------
   Net charge-offs         7        36         52        80        49
                   ---------------------------------------------------
   Efficiency ratio     64.2      65.8       62.3      64.5      64.9
                   ---------------------------------------------------

Per Share Data

   Basic earnings
    per share      $    0.53 $    0.55 $     0.50 $    0.60 $    0.60
                   ---------------------------------------------------
   Diluted earnings
    per share           0.53      0.55       0.50      0.60      0.60
                   ---------------------------------------------------
   Dividend
    declared per
    share               0.46      0.46       0.46      0.45      0.44
                   ---------------------------------------------------
   Book value          16.72     17.86      18.21     18.46     17.93
                   ---------------------------------------------------
   Common stock
    price:
      High             33.15     33.47      32.50     35.00     35.00
                   ---------------------------------------------------
      Low              30.01     29.66      30.33     30.80     33.86
                   ---------------------------------------------------
      Close            31.25     33.15      32.50     31.99     34.24
                   ---------------------------------------------------
   Weighted average
    common shares:
      Basic            3,866     3,875      3,878     3,881     3,889
                   ---------------------------------------------------
      Fully Diluted    3,866     3,875      3,878     3,882     3,889
                   ---------------------------------------------------
   End-of-period
    common shares:
      Issued           4,009     4,008      4,007     4,006     4,005
                   ---------------------------------------------------
      Treasury           150       136        131       129       118
                   ---------------------------------------------------

                                      Quarter Ended

(Dollars in
 Thousands, Except
 Per Share Data)    6/30/2008 3/31/2008 12/31/2007 9/30/2007 6/30/2007
                   -=========-=========-==========-=========-=========

Financial Condition
 Data:
General
   Total assets    $ 634,504 $ 631,016 $  628,138 $ 613,329 $ 586,572
                   ---------------------------------------------------
   Loans, net        361,748   353,455    356,348   353,623   352,013
                   ---------------------------------------------------
   Intangibles         3,032     3,032      3,032     3,032     3,032
                   ---------------------------------------------------
   Total deposits    437,921   396,125    389,022   404,854   405,903
                   ---------------------------------------------------
      Noninterest-
       bearing        79,908    71,662     74,671    72,990    70,000
                   ---------------------------------------------------

      Savings         62,847    59,985     56,757    59,883    59,798
                   ---------------------------------------------------
      NOW             52,948    50,193     50,883    47,129    48,555
                   ---------------------------------------------------
      Money Market    28,860    25,110     21,029    22,295    23,422
                   ---------------------------------------------------
      Time Deposits  213,358   189,175    185,682   202,557   204,128
                   ---------------------------------------------------
      Total
       interest-
       bearing
       deposits      358,013   324,463    314,351   331,864   335,903
                   ---------------------------------------------------

   Core deposits*    224,563   206,950    203,340   202,297   201,775
                   ---------------------------------------------------
   Shareholders'
    equity            64,522    69,154     70,559    71,552    69,720
                   ---------------------------------------------------

Asset Quality

   Non-performing
    assets         $     909 $   1,427 $    1,320 $   1,013 $   1,098
                   ---------------------------------------------------
   Non-performing
    assets to total
    assets              0.14%     0.23%      0.21%     0.17%     0.19%
                   ---------------------------------------------------
   Allowance for
    loan losses        4,207     4,154      4,130     4,092     4,162
                   ---------------------------------------------------
   Allowance for
    loan losses to
    total loans         1.15%     1.16%      1.15%     1.14%     1.17%
                   ---------------------------------------------------
   Allowance for
    loan losses to
    non-performing
    loans             462.82%   291.10%    312.88%   403.95%   379.05%
                   ---------------------------------------------------
   Non-performing
    loans to total
    loans               0.25%     0.40%      0.37%     0.28%     0.31%
                   ---------------------------------------------------

Capitalization

   Shareholders'
    equity to total
    assets             10.17%    10.96%     11.23%    11.67%    11.89%
                   ---------------------------------------------------

* Core deposits are defined as total deposits less time deposits

Source: Penns Woods Bancorp, Inc.


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