june3010qcnfc.htm
 
 
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q


(Mark One)

ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to               

Commission file number 0-18676

COMMERCIAL NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)


 
PENNSYLVANIA
25-1623213
 
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)


900 LIGONIER STREET LATROBE, PA
15650
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code:                                                                                                (724) 539-3501


Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes[ X ]    No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes[ X ]    No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.   See definition of  “ large accelerated filer”, “accelerated filer”, and “smaller reporting company”  in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated filer [  ]    Accelerated filer   [   ] Non-accelerated filer [   ]   Smaller Reporting Company   [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
 
                                                                                           [  ]YES                           [X] NO

Indicate the number of shares outstanding of each of the issuer's classes of common stock.



CLASS
OUTSTANDING AT August 1, 2012
Common Stock, $2 Par Value
2,860,953 Shares

 
1

 



PART I - FINANCIAL INFORMATION



ITEM 1.         FINANCIAL STATEMENTS


 
Page
 
 
         Consolidated Statements of Financial Condition
 
3
         Consolidated Statements of Income
 
4
         Consolidated Statements of Comprehensive Income
 
5
         Consolidated Statements of Changes in Shareholders’ Equity
 
6
         Consolidated Statements of Cash Flows
 
7
         Notes to Consolidated Financial Statements
 
8
 
 
 
 

ITEM 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
233
 
 

ITEM 3.Quantitative and Qualitative Disclosures about Market Risk
 
 
288
 
 
 
ITEM 4.Controls and Procedures
 
 
288


PART II - OTHER INFORMATION

 
 
 
 
ITEM 1.Legal Proceedings
 
299
ITEM 1A.Risk Factors
 
299
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds
 
299
ITEM 3.Defaults Upon Senior Securities
 
299
ITEM 4.Mine Safety Disclosures
 
299
ITEM 5.Other Information
 
299
ITEM 6.Exhibits
 
300
     
Signatures
 
311
     
     






 
2

 











COMMERCIAL NATIONAL FINANCIAL CORPORATION
 
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
(dollars in thousands, except per share amounts)
 
             
   
June 30,
   
December 31,
 
   
2012
   
2011
 
   
(unaudited)
   
 
 
   
ASSETS
 
Cash and due from banks
  $ 6,281     $ 6,275  
Interest bearing deposits with banks
    47,487       185  
Total cash and cash equivalents
    53,768       6,460  
   
   
Investment securities available for sale
    126,020       189,898  
Restricted investments in bank stock
    3,189       3,534  
   
   
Loans receivable
    166,586       179,386  
Allowance for loan losses
    (1,640 )     (1,673 )
Net loans
    164,946       177,713  
   
Premises and equipment, net
    3,046       3,085  
Accrued interest receivable
    1,522       2,545  
Investment in life insurance
    16,261       16,021  
Other assets
    3,002       1,790  
   
Total assets
  $ 371,754     $ 401,046  
   
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Deposits (all domestic):
 
Non-interest bearing
  $ 100,586     $ 89,690  
Interest bearing
    211,993       214,126  
Total deposits
    312,579       303,816  
   
Short-term borrowings
    0       29,450  
Long-term borrowings
    0       10,000  
      Other liabilities
    3,997       5,231  
Total liabilities
    316,576       348,497  
   
Shareholders' equity:
 
Common stock, par value $2 per share; 10,000,000
 
shares authorized; 3,600,000 issued; 2,860,953
 
shares outstanding in 2012 and 2011
    7,200       7,200  
Retained earnings
    54,703       51,175  
Accumulated other comprehensive income
    5,819       6,718  
Treasury stock, at cost, 739,047 shares in 2012 and 2011
    (12,544 )     (12,544 )
Total shareholders' equity
    55,178       52,549  
   
Total liabilities and
 
shareholders' equity
  $ 371,754     $ 401,046  
   


The accompanying notes are an integral part of these consolidated financial statements.

 
3

 


COMMERCIAL NATIONAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
                   
 
Three Months
 
Six Months
 
Ended June 30
 
Ended June 30
 
(unaudited)
 
(unaudited)
   
2012
 
2011
   
2012
 
2011
INTEREST INCOME:
                 
Interest and fees on loans
$
2,282
 
$
2,666
   
$
4,711
 
$
5,383
 
Interest and dividends on investments:
                         
Taxable
 
577
   
887
     
1,735
   
1,810
 
Exempt from federal income taxes
 
883
   
910
     
1,846
   
1,638
 
Other
 
30
   
1
     
40
   
1
 
Total interest income
 
3,772
   
4,464
     
8,332
   
8,832
 
 
                         
INTEREST EXPENSE:
                         
Interest on deposits
 
304
   
475
     
647
   
960
 
Interest on short-term borrowings
 
1
   
11
     
15
   
29
 
Interest on long-term borrowings
 
0
   
59
     
1
   
118
 
Total interest expense
 
305
   
545
     
663
   
1,107
 
 
                         
NET INTEREST INCOME
 
3,467
   
3,919
     
7,669
   
7,725
 
PROVISION FOR LOAN LOSSES
 
0
   
0
     
   0
   
0
 
 
                         
NET INTEREST INCOME AFTER
                         
PROVISION FOR LOAN LOSSES
 
3,467
   
3,919
     
7,669
   
7,725
 
 
                         
OTHER INCOME:
                         
Trust department income
 
234
   
254
     
474
   
506
 
Service charges on deposit accounts
 
283
   
270
     
545
   
526
 
        Income from investment in life insurance
 
122
   
121
     
241
   
244
 
        Net security gains
 
9
   
0
     
3,195
   
0
 
Other income
 
39
   
80
     
153
   
143
 
Total other operating income
 
687
   
725
     
4,608
   
1,419
 
 
                         
OTHER EXPENSES:
                         
Salaries and employee benefits
 
1,561
   
1,516
     
3,215
   
3,101
 
Net occupancy
 
210
   
200
     
428
   
414
 
Furniture and equipment expense
 
94
   
104
     
185
   
213
 
Pennsylvania shares tax
 
126
   
127
     
252
   
253
 
Legal and professional
 
82
   
129
     
163
   
222
 
        FDIC insurance
 
48
   
83
     
96
   
170
 
Other expenses
 
698
   
738
     
1,412
   
1,413
 
Total other operating expenses
 
2,819
   
2,897
     
5,751
   
5,786
 
 
                         
INCOME BEFORE INCOME TAXES
 
   1,335
   
1,747
     
6,526
   
3,358
 
Income tax expense
 
  115
   
260
     
1,510
   
511
 
                           
NET INCOME
$
1,220
 
$
1,487
   
$
 5,016
 
$
 2,847
 
 
                         
Average Shares Outstanding
 
2,860,953
   
2,860,953
     
2,860,953
   
2,860,953
 
 
                         
EARNINGS PER SHARE, BASIC
$
   0.43
 
$
0.52
   
$
1.75
 
$
1.00
 
                           
Dividends Paid Per Share
$
         0.26
 
$
         0.22
   
$
        0.52
 
$
        0.44
 

The accompanying notes are an integral part of these consolidated financial statements.

 
4

 





COMMERCIAL NATIONAL FINANCIAL CORPORATION
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
(dollars in thousands)
 
 
   
Three Months Ended
   
Three Months Ended
 
   
June 30
   
June 30
 
   
2012
   
2011
 
 
 
(unaudited)
   
(unaudited)
 
 
           
Net Income
  $ 1,220     $ 1,487  
Other comprehensive income (loss), net of tax:
               
Unrealized net gains on securities
               
              Unrealized holding gains arising during period
     149        129  
              Less: Reclassification adjustment for
               
              gains included in net income
     (6 )      0  
 Other comprehensive income (loss)
    143       129  
   Total Comprehensive Income
  $ 1,234     $ 1,616  
                 
                 

   
   
   
   
Six Months Ended
   
Six Months Ended
 
   
June 30
   
June 30
 
   
2012
   
2011
 
 
 
(unaudited)
   
(unaudited)
 
 
           
Net Income
  $ 5,016     $ 2,847  
Other comprehensive income (loss), net of tax:
               
Unrealized net gains on securities
               
              Unrealized holding gains arising during period
     1,209        414  
              Less: Reclassification adjustment for
               
              gains included in net income
     (2,108 )      0  
 Other comprehensive income (loss)
    (899 )     414  
   Total Comprehensive Income
  $ 4,117     $ 3,261  
                 
                 







The accompanying notes are an integral part of these consolidated financial statements.





 
5

 






COMMERCIAL NATIONAL FINANCIAL CORPORATION
 
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
 
(dollars in thousands, except per share data)
 
   
   
                     
Accumulated
       
                     
Other
   
Total
 
   
Common
   
Retained
   
Treasury
   
Comprehensive
   
Shareholders’
 
   
Stock
   
Earnings
   
Stock
   
Income
   
Equity
 
(unaudited)
                             
Balance at December 31, 2011
  $ 7,200     $ 51,175     $ (12,544 )   $ 6,718     $ 52,549  
                                         
     Net income
    0       5,016       0       0       5,016  
                                         
Other comprehensive loss
    0       0       0       (899 )     (899 )
                                         
Cash dividends paid
                                       
        $0.52 per share
    0       (1,488 )     0       0       (1,488 )
                                         
Balance at June 30, 2012
  $ 7,200     $ 54,703     $ (12,544 )   $ 5,819     $ 55,178  
                                         
(unaudited)
                                       
Balance at December 31, 2010
  $ 7,200     $ 47,207     $ (12,544 )   $ 4,149     $ 46,012  
                                         
     Net income
    0       2,847       0       0       2,847  
                                         
Other comprehensive income
    0       0       0       414       414  
                                         
Cash dividends paid
                                       
         $0.44 per share
    0       (1,259 )     0       0       (1,259 )
                                         
Balance at June 30, 2011
  $ 7,200     $ 48,795     $ (12,544 )   $ 4,563     $ 48,014  



The accompanying notes are an integral part of these consolidated financial statements.

 
6

 


COMMERCIAL NATIONAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
   
For Six Months
   
Ended June 30
   
2012
   
2011
           
OPERATING ACTIVITIES
         
Net income
  $ 5,016     $ 2,847  
Adjustments to reconcile net income to net cash provided by
                 
operating activities:
                 
Net security gains
    (3,195 )     0  
Depreciation and amortization
    147       164  
Amortization of intangibles
    49       49  
Net accretion of loans and securities
    (8 )     (33 )
Gain on sale of OREO
    (4 )     0  
Income from investment in life insurance
    (241 )     (244 )
Decrease (increase) in other assets
    (225 )     1,190  
Decrease in other liabilities
    (756 )     (1,921 )
Net cash provided by operating activities
    783       2,052  
                   
INVESTING ACTIVITIES
                 
     Purchase of securities
    (5,387 )     (36,022 )
Sale of securities
    60,405       0  
Maturities and calls of securities
    10,693       8,815  
Redemption of restricted investments in bank stock
    345       423  
Net decrease in loans
    12,659       1,023  
Proceeds from sale of foreclosed real estate
    93       1  
Purchase of premises and equipment
    (107 )     (33 )
Net cash provided by (used in) investing activities
    78,701       (25,793 )
                   
FINANCING ACTIVITIES
                 
Net increase in deposits
    8,762       13,941  
Increase (decrease) in short-term borrowings
    (29,450 )     12,425  
Decrease in long-term borrowings
    (10,000 )     0  
Dividends paid
    (1,488 )     (1,259 )
Net cash (used in) provided by financing activities
    (32,176 )     25,107  
Increase in cash and cash equivalents
    47,308       1,366  
                   
Cash and cash equivalents at beginning of year
    6,460       5,594  
                   
Cash and cash equivalents at end of quarter
  $ 53,768     $ 6,960  
                   
Supplemental disclosures of cash flow information:
                 
                   
Cash paid during the period for:
                 
Interest
  $ 755     $ 1,144  
                   
Income Taxes
  $ 3,050     $ 625  
                   
Non-cash investing activities
                 
              Transfers from loans to other real estate
  $ 100     $ 0  
                   

The accompanying notes are an integral part of these consolidated financial statements.

 
7

 

                          COMMERCIAL NATIONAL FINANCIAL CORPORATION
                                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                          June 30, 2012

Note 1    Basis of Presentation

The accompanying consolidated financial statements include the accounts of Commercial National Financial Corporation (the Corporation) and its wholly owned subsidiaries, Commercial Bank & Trust of PA (the Bank) and Ridge Properties, Inc. All material intercompany transactions have been eliminated.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information.  However, they do not include all information and footnote disclosures required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the annual consolidated financial statements of the Corporation for the year ended December 31, 2011, including the notes thereto. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of financial position as of June 30, 2012 and the results of operations for the three and six month periods ended June 30, 2012 and 2011. The results of operations for the six-months ended June 30, 2012 are not necessarily indicative of the results to be expected for the entire year.

The consolidated balance sheet at December 31, 2011 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete consolidated financial statements.

Reclassifications
Certain comparative amounts for the prior year have been reclassified to conform to current year classifications.  Such classifications had no effect on consolidated net income or changes in shareholders’ equity.

Note 2   Allowance for Loan Loss
 
The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans.  The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable is charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely.  Non-residential consumer loans are generally charged off no later than 90 days past due on a contractual basis, earlier in the event of Bankruptcy, or if there is an amount deemed uncollectible.  Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.

The following discusses key risk within each portfolio segment:
 
Commercial, industrial and other financing – these loans are made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. Cash flow from the operations of the company is the primary source of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the industry of the company. Collateral for these types of loans often do not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt.
 
Commercial real estate – These loans are secured by commercial purpose real estate, including both owner occupied properties and investment properties for various purposes such as strip malls and apartment buildings. Individual projects as well as global cash flows are the primary sources of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the collateral type as well as the business prospects of the lessee, if the project is not owner occupied.
 
Residential mortgages – These are loans secured by 1-4 family residences, including purchase money mortgages. We currently originate fixed-rate, fully amortizing mortgage loans with maturities of 15 to 30 years.  The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the local housing market can also have a significant impact on this portfolio, since low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.
 
Loans to individuals – Loans made to individuals may be secured by junior lien positions on a borrower’s primary residence or other assets of the borrower, as well as unsecured loans. This segment includes home equity loans, auto loans, and secured or unsecured lines.  The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.
 
 
8

 
An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
 
A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and industrial loans and commercial real estate loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.
 
An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of substantially all of the Corporation’s impaired loans are measured based on the estimated fair value of the loan’s collateral.
 
For commercial loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.
 
For commercial and industrial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable agings or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.
 
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual residential mortgage loans and loans to individuals for impairment disclosures, unless such loans are the subject of a troubled debt restructuring agreement.
 
Loans whose terms are modified are classified as troubled debt restructurings if the Corporation grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary reduction in interest rate or an extension of a loan’s stated maturity date. Non-accrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for twelve consecutive months after modification.   Loans classified as troubled debt restructurings are designated as impaired.
 
The allowance for loan loss calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for commercial loans.  Such evaluations for commercial and consumer loans are also made when credit deficiencies arise, such as delinquent loan payments.  Credit quality risk ratings include categories of “pass,” “special mention,” “substandard” and “doubtful.” Assets which do not currently expose the insured institution to sufficient risk, warrant classification as pass.  Assets that are not classified as pass and possess weaknesses are required to be designated “special mention.”  If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects.  An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.   “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected.   Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.”   In addition, Federal regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses and may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.
 

 
9

 
 
The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Corporation's internal risk rating system as of June 30, 2012:
(Dollars in Thousands)

                               
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Total
 
                               
                               
Commercial
 
 
   
 
   
 
   
 
   
 
 
    Commercial,
                             
       Industrial & Other
  $ 34,894     $ 120     $ 127     $ 0     $ 35,141  
    Commercial real estate
    49,634       9,948       3,919       0       63,501  
Residential mortgages
    47,585       401       141       0       48,127  
Loans to Individuals
    19,663       154       0       0       19,817  
                                         
        Total
  $ 151,776     $ 10,623     $ 4,187     $ 0     $ 166,586  


The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Corporation's internal risk rating system as of December 31, 2011:

(Dollars in Thousands)

                               
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Total
 
                               
                               
Commercial
 
 
   
 
   
 
   
 
   
 
 
    Commercial,
                             
       Industrial & Other
  $ 35,560     $ 126     $ 65     $ 0     $ 35,751  
    Commercial real estate
    49,470       10,749       3,983       0       64,202  
Residential mortgages
    58,450       407       135       0       58,992  
Loans to Individuals
    20,283       158       0       0       20,441  
                                         
        Total
  $ 163,763     $ 11,440     $ 4,183     $ 0     $ 179,386  
                                         



Past due loans are reviewed on a monthly basis to identify loans for non-accrual status.  The Corporation generally places a loan on non-accrual status and discontinues interest accruals when principal or interest is due and has remained unpaid for 90 days. When a loan is placed on non-accrual status, all unpaid interest recognized in the current year is reversed and interest accrued in prior years is charged to the allowance for loan losses.  Non-accrual loans may not be restored to accrual status until all delinquent principal and interest have been paid and the ultimate collectability of the remaining principal and interest is reasonably assured.




 
10

 




 
The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the receivable as determined by the length of time a recorded payment is past due.  The following table presents the classes of the loan portfolio summarized by the past due status as of June 30, 2012:

(Dollars in Thousands)
     
   
30-89 Days
Past Due
   
>90 Days Past Due and Still Accruing
   
Non-Accrual
   
Total Past Due
   
 
Current
   
 
Total Loans
 
                                     
Commercial
 
 
   
 
   
 
   
 
   
 
   
 
 
 Commercial,
                                   
     Industrial & Other
  $ 0     $ 0     $ 0     $ 0     $ 35,141     $ 35,141  
Commercial real estate
    0       0       0       0       63,501       63,501  
Residential mortgages
    0       0       0       0       48,127       48,127  
Loans to individuals
    0       0       27       27       19,790       19,817  
 
                                               
        Total
  $ 0     $ 0     $ 27     $ 27     $ 166,559     $ 166,586  
 
 


The following table presents the classes of the loan portfolio summarized by the past due status as of December 31, 2011:

(Dollars in Thousands)
     
   
30-89 Days
Past Due
   
>90 Days Past Due and Still Accruing
   
Non-Accrual
   
Total Past Due
   
 
Current
   
 
Total Loans
 
                                     
Commercial
 
 
   
 
   
 
   
 
   
 
   
 
 
 Commercial,
                                   
     Industrial & Other
  $ 60     $ 0     $ 0     $ 60     $ 35,691     $ 35,751  
Commercial real estate
    258       0       0       258       63,944       64,202  
Residential mortgages
    0       0       76       76       58,916       58,992  
Loans to individuals
    7       0       27       34       20,407       20,441  
 
                                               
        Total
  $ 325     $ 0     $ 103     $ 428     $ 178,958     $ 179,386  


 

 

 
 
11

 

 

 
The following table summarizes information in regards to impaired loans by loan portfolio class as of June 30, 2012.
 
 (Dollars in Thousands)
                   
   
 
Recorded Investment
   
Unpaid Principal Balance
   
 
Related Allowance
 
                   
With no related allowance recorded:
 
Commercial
 
 
   
 
   
 
 
    Commercial,
                 
       Industrial & Other
  $ 28     $ 28     $ 0  
Commercial real estate
    258       258       0  
Residential mortgages
    24       24       0  
Loans to Individuals
    0       0       0  
        Subtotal
    310       310       0  
   
With an allowance recorded:
 
Commercial
                       
    Commercial,
                       
       Industrial & Other
    0       0       0  
Commercial real estate
    0       0       0  
Residential mortgages
    0       0       0  
Loans to Individuals
    0       0       0  
        Subtotal
    0       0       0  
 Total
  $ 310     $ 310     $ 0  

 
The following table summarizes information in regards to impaired loans by loan portfolio class as of December 31, 2011.
 
(Dollars in Thousands)
                   
   
 
Recorded Investment
   
Unpaid Principal Balance
   
 
Related Allowance
 
                   
With no related allowance recorded:
 
Commercial
 
 
   
 
   
 
 
    Commercial,
                 
       Industrial & Other
  $ 29     $ 29     $ 0  
Commercial real estate
    278       278       0  
Residential mortgages
    29       29       0  
Loans to Individuals
    0       0       0  
        Subtotal
    336       336       0  
   
With an allowance recorded:
 
Commercial
                       
    Commercial,
                       
       Industrial & Other
    0       0       0  
Commercial real estate
    0       0       0  
Residential mortgages
    0       0       0  
Loans to Individuals
    0       0       0  
        Subtotal
    0       0       0  
 Total
  $ 336     $ 336     $ 0  



 
 
12

 

 

 
The following tables summarize the average balance and interest income of loans individually evaluated for impairment by loan portfolio class as of June 30, 2012 and June 30, 2011.
 

   
Three-months ended
June 30, 2012
   
Six-months ended
June 30, 2012
 
   
Average Recorded Investment
   
Interest Income Recognized
   
Average Recorded Investment
   
Interest Income Recognized
 
   
(Dollars in Thousands)
 
With no related allowance recorded:
 
Commercial
 
 
   
 
   
 
   
 
 
    Commercial,
                       
       Industrial & Other
  $ 28     $ 0     $ 28     $ 1  
Commercial real estate
    262       4       268       8  
Residential mortgages
    25       0       26       1  
Loans to Individuals
    0       0       0       0  
        Subtotal
    315       4       322       10  
   
With an allowance recorded:
 
Commercial
                               
    Commercial,
                               
       Industrial & Other
    0       0       0       0  
Commercial real estate
    0       0       0       0  
Residential mortgages
    0       0       0       0  
Loans to Individuals
    0       0       0       0  
        Subtotal
    0       0       0       0  
 Total
  $ 315     $ 4     $ 322     $ 10  




   
Three-months ended
June 30, 2011
   
Six-months ended
June 30, 2011
 
   
Average Recorded Investment
   
Interest Income Recognized
   
Average Recorded Investment
   
Interest Income Recognized
 
   
(Dollars in Thousands)
 
With no related allowance recorded:
 
Commercial
 
 
   
 
   
 
   
 
 
    Commercial,
                       
       Industrial & Other
  $ 81     $ 1     $ 83     $ 3  
Commercial real estate
    1,052       18       1,057       37  
Residential mortgages
    35       0       37       1  
Loans to Individuals
    0       0       0       0  
        Subtotal
    1,168       19       1,177       41  
   
With an allowance recorded:
 
Commercial
                               
    Commercial,
                               
       Industrial & Other
    174       2       180       5  
Commercial real estate
    472       8       474       14  
Residential mortgages
    0       0       0       0  
Loans to Individuals
    0       0       0       0  
        Subtotal
    646       10       654       19  
 Total
  $ 1,814     $ 29     $ 1,831     $ 60  



 
13

 


The following tables provide detail related to the allowance for loan losses:
     
Three-months ended
June 30, 2012
(Dollars in Thousands)
 
   
   
Commercial, Industrial & Other
   
Commercial Real Estate
   
Residential Mortgages
   
Loans to Individuals
   
 
Unallocated
   
 Total
 
   
Allowance for credit losses:
 
   
Beginning Balance
  $ 180     $ 1,329     $ 85     $ 30     $ 55     $ 1,679  
      Charge-offs
    (19 )     0       (14 )     (6 )     0       (39 )
       Recoveries
    0       0       0       0       0       0  
       Provision
    1       (14 )     6       2       5       0  
Ending Balance
  $ 162     $ 1,315     $ 77     $ 26     $ 60     $ 1,640  
                                                 
                                                 
                                                 
     
Six-months ended
June 30, 2012
(Dollars in Thousands)
 
   
   
Commercial, Industrial & Other
   
Commercial Real Estate
   
Residential Mortgages
   
Loans to Individuals
   
 
Unallocated
   
 Total
 
   
Allowance for credit losses:
 
   
Beginning Balance
  $ 155     $ 1,360     $ 94     $ 25     $ 39     $ 1,673  
      Charge-offs
    (19 )     0       (14 )     (6 )     0       (39 )
       Recoveries
    0       0       0       6       0       6  
       Provision
    26       (45 )     (3 )     1       21       0  
Ending Balance
  $ 162     $ 1,315     $ 77     $ 26     $ 60     $ 1,640  
                                                 
                                                 


     
Three-months ended
June 30, 2011
(Dollars in Thousands)
 
   
   
Commercial, Industrial & Other
   
Commercial Real Estate
   
Residential Mortgages
   
Loans to Individuals
   
 
Unallocated
   
 Total
 
   
Allowance for credit losses:
 
   
Beginning Balance
  $ 186     $ 1,161     $ 105     $ 29     $ 205     $ 1,686  
      Charge-offs
    0       0       (3 )     0       0       (3 )
       Recoveries
    0       0       0       0       0       0  
       Provision
    13       (22 )     0       9       0       0  
Ending Balance
  $ 199     $ 1,139     $ 102     $ 38     $ 205     $ 1,683  
                                                 
                                                 
                                                 



 
14

 


     
Six-months ended
June 30, 2011
(Dollars in Thousands)
 
   
   
Commercial, Industrial & Other
   
Commercial Real Estate
   
Residential Mortgages
   
Loans to Individuals
   
 
Unallocated
   
 Total
 
   
Allowance for credit losses:
 
   
Beginning Balance
  $ 107     $ 1,378     $ 110     $ 31     $ 60     $ 1,686  
      Charge-offs
    0       0       (3 )     0       0       (3 )
       Recoveries
    0       0       0       0       0       0  
       Provision
    92       (239 )     (5 )     7       145       0  
Ending Balance
  $ 199     $ 1,139     $ 102     $ 38     $ 205     $ 1,683  
                                                 
                                                 
                                                 
 
The following table provides detail related to the allowance for loan losses and recorded investment in financing receivables as of June 30, 2012:
(Dollars in Thousands)

 
Commercial, Industrial
& Other
 
Commercial
Real Estate
 
Residential
Mortgages
Loans
                                             to
                            Individuals
 
 
Unallocated
 
                   Total
 
 
Allowance for  credit losses:
Ending balance: individually
  evaluated for impairment
$           0
  $          0
  $          0
  $           0
  $          0
  $           0
Ending balance: collectively
  evaluated for impairment
$       162
  $   1,315
  $        77
  $         26
  $        60
  $    1,640
Ending balance: loans acquired
   with deteriorated credit quality
$          0
  $          0
  $          0
  $           0
  $          0
  $           0
             
Loans receivable:
Ending Balance
$  35,141
 $  63,501
$   48,127
 $   19.817
  $          0
$ 166,586
Ending balance: individually
  evaluated for impairment
$         28
  $      258
$          24
  $           0
  $          0
 $       310
Ending balance: collectively
  evaluated for impairment
$  35,113
  $ 63,243
$    48,103
  $  19,817
  $          0
$ 166,276
Ending balance: loans acquired
  with deteriorated credit quality
$          0
  $          0
  $          0
  $           0
  $          0
  $          0

 

 
 
15

 

 
The following table provides detail related to the allowance for loan losses and recorded investment in financing receivables as of December 31, 2011:
(Dollars in Thousands)

 
Commercial,
Industrial & Other
 
Commercial
Real Estate
 
Residential
Mortgages
 
                               Loans
                                      to
                        Individuals
 
 
Unallocated
 
                   Total
 
 
Allowance for  credit losses:
Ending balance: individually
  evaluated fo imapirment
$           0
  $           0
  $          0
  $          0
  $          0
  $           0
Ending balance: collectively
 evaluated for impairment
$       155
  $    1,360
  $        94
  $        25
  $         39
  $    1,673
Ending balance: loans acquired
 with deteriorated credit quality
$          0
  $          0
  $          0
  $          0
  $          0
  $           0
             
Loans receivable:
Ending Balance
$  35,751
 $  64,202
  $ 58,992
  $ 20,441
  $          0
  $179,386
Ending balance: individually
  evaluated for impairment
$         29
  $      278
$         29
  $          0
  $          0
  $       336
Ending balance: collectively
  evaluated for impairment
$  35,722
  $ 63,924
 $  58,963
  $ 20,441
  $          0
  $179,050
Ending balance: loans acquired
  with deteriorated credit quality
$           0
  $          0
 $           0
  $          0
  $          0
  $          0

 

 
             
The Corporation has adopted ASU No. 2011-02, A Creditor’s Determination of Whether A Restructuring Is a Troubled Debt Restructuring, which clarifies when a loan modification or restructuring is considered a troubled debt restructuring (TDR). The Corporation has determined that as of and for the periods ending June 30, 2012 and December 31, 2011, there were no loans considered as a troubled debt restructures.
 

 




 
16

 
 

 

 
 
Note 3 - Securities
 
The amortized cost and fair values of securities available for sale are as follows:
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
(In Thousands)

June 30, 2012:
             
               
Obligations of states and political
subdivisions
$  80,177
 
$4,845
 
$    (60)
 
$  84,962
Mortgage-backed securities – GSE
37,027
 
4,031
 
0
 
41,058

 
$117,204
 
$8,876
 
$    (60)
 
$126,020
December 31, 2011:
             
 
             
Obligations of states and political
subdivisions
$135,525
 
$ 5,685
 
$   (257)
 
$140,953
Mortgage-backed securities – GSE
44,194
 
4,751
 
0
 
48,945

 
$179,719
 
$10,436
 
$   (257)
 
$189,898



The amortized cost and fair value of securities at June 30, 2012 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

                                                                                                                                                                                                                                                                                                                                  Amortized
                                                                                                                                                                                                                                                                                                                               Cost
 
Fair
Value
(In Thousands)

Due within one year
  $ 0     $ 0  
Due after one year through five years
    1,229       1,348  
Due after five years through ten years
    579       587  
Due after ten years
    78,369       83,027  
Mortgage Backed Securities
    37,027       41,058  

      $ 117,204     $ 126,020  

 
The following tables show the Corporation’s gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:


 
 
 
June 30, 2012
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair
Value
 
Unrealized Losses
 
Fair
Value
 
Unrealized Losses
 
Fair
Value
 
Unrealized Losses
 
(In Thousands)

Obligations of states and political subdivisions
$  2,805
 
$     (60)
 
$          0
 
$          0
 
$   2,805
 
$     (60)


 
17

 

   
 
December 31, 2011
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair
Value
 
Unrealized Losses
 
Fair
Value
 
Unrealized Losses
 
Fair
Value
 
Unrealized Losses
 
(In Thousands)

Obligations of states and political subdivisions
$12,783
 
$     (257)
 
$         0
 
$         0
 
$12,783
 
$     (257)

The Corporation reviews its position quarterly to determine if there is Other-Than-Temporary Impairment (OTTI) on any of its securities.   All of the Corporation’s securities are debt securities and we assess whether OTTI is present when the fair value of a security is less than its amortized cost basis.  The Corporation monitors the credit ratings of all securities for downgrades as well as any other indication of OTTI condition.  As of June 30, 2012 there were three (3) municipal bonds in an unrealized loss position.  These unrealized losses are considered to be temporary impairments.  The decline in the value of these debt securities is due only to interest rate fluctuations and not any deterioration in credit quality.  As a result, the Corporation currently expects full payment of contractual cash flows, including principal from these securities.
  

Note 4   Comprehensive Income

The components of other comprehensive income (loss) and related tax effects for the three and six-month periods ended June 30, 2012 and 2011 are as follows: (dollars in thousands)

 
 

   
For three-months
   
For six-months
 
   
ended June 30
   
ended June 30
 
   
2012
   
2011
   
2012
   
2011
 
Net unrealized gains on
                       
   securities available for sale
  $ 225     $ 196     $ 1,832     $ 627  
Less reclassification adjustment for gains
                               
   realized in income
    (9 )     0       (3,195 )     0  
Tax effect
    (73 )     (67 )     464       (213 )
          Net of Tax Amount
  $ 143     $ 129     $ (899 )   $ 414  


Note 5   Legal Proceedings

Other than proceedings which occur in the normal course of business, there are no legal proceedings to which either the Corporation or its subsidiaries is a party, which, in the opinion of management, will have any material effect on the financial position or results of operations of the Corporation and its subsidiaries.

Note 6   Guarantees

The Corporation does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit.  Standby letters of credit written are conditional commitments issued by the Bank to secure the performance of a customer to a third party. Of these letters of credit, $329,000 automatically renews within the next twelve months. The Bank, generally, holds collateral and/or personal guarantees supporting these commitments. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The current amount of the liability as of June 30, 2012 for guarantees under standby letters of credit issued is not material.

Note 7   Earnings per Share

The Corporation has a simple capital structure. Basic earnings per share equals net income divided by the weighted average common shares outstanding during each period presented. The weighted average common shares outstanding for the three and six-months ended June 30, 2012 and 2011 was 2,860,953.


 
18

 
 
Note 8   New Accounting Standards

There are no new accounting standards that will impact the Corporation during the period.

Note 9   Restricted Investment in Bank Stock
     
Federal law requires the Bank, a member institution of the Federal Home Loan Bank system, to hold stock of its district Federal Home Loan Bank (FHLB) according to a predetermined formula.  This restricted stock is carried at cost, and as of June 30, 2012, consists of the common stock of FHLB of Pittsburgh.
 
The Corporation evaluates impairment in FHLB stock when certain conditions warrant further consideration. After evaluating such factors as the capital adequacy of the FHLB, its overall operating performance and the FHLB's liquidity and funding position, the Corporation concluded that the par value was ultimately recoverable and no impairment charge was recognized at June 30, 2012.  Our evaluation of the factors described above in future periods could result in the recognition of impairment charges on FHLB stock.
 
Note 10   Fair Value Measurements and Fair Value of Financial Instruments

FASB ASC-820 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC-820 are as follows:



Level 1:  Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2:  Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3:  Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (ie., supported with little or no market activity).





 
19

 




For assets measured at fair value on a recurring basis, the fair value measurement by level within the fair value hierarchy are as follows:
 
 
(Level 1)
Quoted Prices In Active Markets For Identical Assets
 
(Level 2)
 
Significant Other Observable Inputs
 
(Level 3)
 
Significant Unobservable Inputs
 
           
                                                                                                                                                                         (In Thousands)
June 30, 2012:
           
Obligations of states and political
subdivisions
$            0
 
$  84,962
 
$            0
 
Mortgage-backed securities
              0
 
    41,058
 
              0
 

 
$            0
 
$126,020
 
$            0
 
 
 
December 31, 2011:
           
Obligations of states and political
subdivisions
$            0
 
$140,953
 
$            0
 
Mortgage-backed securities
              0
 
    48,945
 
              0
 
  
 
$            0
 
$189,898
 
$            0
 

We may be required to measure certain other financial assets at fair value on a nonrecurring basis.  These adjustments to fair value usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.  The Level 3 disclosures shown below represent the carrying value of loans for which adjustments are primarily based on the appraised value of collateral or the present value of expected future cash flows, which often results in significant management assumptions and input with respect to the determination of fair value.  There were no realized or unrealized gains or losses relating to Level 3 financial assets and liabilities measured on a nonrecurring basis for the three months or six months ended June 30, 2012.

For assets measured at fair value on a nonrecurring basis, the fair value measurement by level within the fair value hierarchy used are as follows:

 
(Level 1)
Quoted Prices In Active Markets For Identical Assets
 
(Level 2)
 
Significant Other Observable Inputs
 
(Level 3)
 
Significant Unobservable Inputs
 
           


June 30, 2012:
   
(In Thousands)
     
             
Impaired Loans
$            0
 
$           0
 
$             0
 
             
Other Real Estate Owned
$            0
 
$           0
 
$         100
 

December 31, 2011:
           
             
Impaired Loans
$            0
 
$           0
 
$             0
 
             
Other Real Estate Owned
$            0
 
$           0
 
$             8
 
             
There were no impaired loans at June 30, 2012 and December 31, 2011, which were measured using the fair value of the collateral less estimated costs to sell for collateral-dependent loans. Other real estate owned at June 30, 2012 and December 31, 2011, which is measured using the fair value of the collateral less estimated costs to sell, had a carrying amount of $100,000 and $8,000, respectively.


 
20

 
 
ASC 825-10-65, Transition Related to FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are as discussed above. The methodologies for other financial assets and financial liabilities are discussed below.
 
The carrying amounts and fair values of the Corporation’s financial instruments as of June 30, 2012 are presented in the following table:

(Dollars in Thousands)

   
 
 
 
 
 
Carrying Amount
   
 
 
 
 
Fair
Value Estimate
   
(Level 1) Quoted Prices In Active Markets For Identical Assets
   
(Level 2)
 Significant Other Observable Inputs
   
(Level 3)
Significant 
Unobservable Inputs
 
                               
Financial Assets:
                             
  Cash and equivalents
  $ 53,768     $ 53,768     $ 53,768     $ 0     $ 0  
  Securities available for  sale
    126,020       126,020       0       126,020       0  
  Restricted investment in bank stock
    3,189       3,189       3,189       0       0  
  Net loans receivable
    164,946       170,061       0       0       170,061  
  Accrued interest receivable
    1,522       1,522       1,522       0       0  
Financial liabilities:
                                       
  Deposits
  $ 312,579     $ 308,156     $ 226,335     $ 81,821     $ 0  
  Short-term borrowings
    0       0       0       0       0  
  Long-term borrowings
    0       0       0       0       0  
  Accrued interest payable
    189       189       189       0       0  
                                         
Off-balance sheet financial instruments
    0       0       0       0       0  


 
The carrying amounts and fair values of the Corporation’s financial instruments as of December 31, 2011 are presented in the following table:

   
December 31, 2011
 
   
Carrying Amount
   
Fair
Value
 
(In Thousands)
 
Financial assets:
           
Cash and equivalents
  $ 6,460     $ 6,460  
Securities available for sale
    189,898       189,898  
Restricted investments in bank stock
    3,534       3,534  
Net loans receivable
    177,713       183,458  
               Accrued interest receivable
    2,545       2,545  
Financial liabilities:
               
Deposits
  $ 303,816     $ 299,593  
Short-term borrowings
    29,450       29,450  
Long-term borrowings
    10,000       10,000  
              Accrued interest payable
    281       281  
Off-balance sheet financial instruments
    0       0  




 
21

 


The following methods and assumptions were used by the Corporation in estimating the fair value disclosures for financial instruments:

Cash and Short-Term Investments

The carrying amounts for cash and short-term investments approximate the estimated fair values of such assets.

Securities

The Corporation utilizes a third party in determining the fair values for securities held as available for sale.  For the Corporation’s agency mortgage backed securities, the third party utilizes market data, pricing models that vary based on asset class and include available trade, bid and other market information. Methodology includes broker quotes, proprietary models, descriptive terms and conditions.  The third party uses their own proprietary valuation matrices in determining fair values for municipal bonds.  These matrices utilize comprehensive municipal bond interest rate tables daily to determine market price, movement and yield relationships.
 
Restricted Investment in Bank Stock

The carrying amounts of restricted investments in bank stock approximate the estimated fair value of such assets.

Loans Receivable

Fair values of variable rate loans subject to frequent repricing and which entail no significant credit risk are based on the carrying values.  The estimated fair values of other loans are estimated by discounting the future cash flows using interest rates currently offered for loans with similar terms to borrowers of similar credit quality.

Accrued Interest Receivable

The carrying amounts for accrued interest receivable approximate the estimated fair value of such assets.

Deposits

For deposits which are payable on demand at the reporting date, representing all deposits other than time deposits, management estimated that the carrying value of such deposits is a reasonable estimate of fair value.  Fair values of time deposits are estimated by discounting the future cash flows using interest rates currently being offered and a schedule of aggregate expected maturities.

Short-Term Borrowings

The carrying amounts for short-term borrowings approximate the estimated fair value of such liabilities.

Long-Term Borrowings

Fair values of long-term borrowings are estimated by discounting the future cash flows using interest rates currently available for borrowings with similar terms and maturity.

Accrued Interest Payable

The carrying amounts for accrued interest payables approximate the estimated fair value of such liabilities.

Off-Balance Sheet Instruments

The fair value of commitments to extend credit and for outstanding letters of credit is estimated using the fees currently charged to enter into similar agreements, taking into account market interest rates, the remaining terms and present credit worthiness of the counterparties.




 
22

 


 
Note 11 Subsequent Events
 
Commercial National Financial Corporation has evaluated subsequent events through the date these consolidated financial statements were filed with the Securities and Exchange Commission.  We have incorporated into these consolidated financial statements the effect of all material known events determined by ASC Topic 855, “Subsequent Events,” to be recognizable events.

The Corporation has applied for voluntary deregistration from the SEC as a publicly reporting company and will, therefore, not be required to file its quarterly earnings releases on Form 8-K and its quarterly reports on Form 10-Q for any quarter after this second quarter ended June 30, 2012.  However, the Corporation intends to voluntarily issue press releases of quarterly and annual earnings for future quarters on a schedule similar to its past earnings release schedule.

During July 2012, the account of a customer of the Bank became overdrawn as a result of the deposit of a counterfeit check in the account and subsequent withdrawals.  The overdrawn amount (net of setoffs) is approximately $182,000.  The Bank is currently undertaking efforts to recover the net overdrawn amount in full from all legally responsible parties.



ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 
AND RESULTS OF OPERATIONS

SAFE HARBOR STATEMENT

Forward-looking statements (statements which are not historical facts) in this Quarterly Report on Form 10-Q are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “to,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements are based on information currently available to the Corporation, and the Corporation assumes no obligation to update these statements as circumstances change. Investors are cautioned that all forward-looking statements involve risk and uncertainties, including changes in general economic and financial market conditions, unforeseen credit problems, and the Corporation’s ability to execute its business plans. The actual results of future events could differ materially from those stated in any forward-looking statements herein.

CRITICAL ACCOUNTING ESTIMATES

Disclosure of the Corporation’s significant accounting policies is included in Note 1 to the Corporation’s Consolidated Financial Statements contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 (the 2011 Annual Report). Some of these policies are particularly sensitive, requiring that significant judgments, estimates and assumptions be made by management. Additional information is contained in the Management’s Discussion and Analysis section of the 2011 Annual Report for the most sensitive of these issues, including the provision and allowance for loan losses.

Significant estimates are made by management in determining the allowance for loan losses. Management considers a variety of factors in establishing these estimates, including current economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews, financial and managerial strengths of borrowers, adequacy of collateral (if collateral dependent) and other relevant factors. Estimates related to the value of collateral also have a significant impact on whether or not the Corporation continues to accrue income on delinquent loans and on the amounts at which foreclosed real estate is recorded in the Consolidated Statements of Financial Condition. Management discussed the development and selection of critical accounting estimates and related Management and Discussion and Analysis disclosure with the Corporation’s Audit Committee. There were no material changes made to the critical accounting estimates during the periods presented within.

OVERVIEW

The Corporation had net income of $5.0 million or $1.75 per share, for the six months ended June 30, 2012 compared to $2.8 million or $1.00 per share for the six months ended June 30, 2011. The Corporation’s return on average assets for the first half of 2012 and 2011 was 2.61% and 1.56%, respectively.  Return on average equity for the same two periods was 18.35% and 12.11%, respectively.

The Corporation’s largest segment of operating results is dependent upon net interest income. Net interest income is interest earned on interest-earning assets less interest paid on interest-bearing liabilities. For the six months ended June 30, 2012 and 2011, net interest income was $7.7 million.

 
23

 
 
In March 2012, the Corporation sold $49.8 million in book value taxable municipal bonds and $7.4 million in book value tax-free municipal bonds. These municipal bond sales resulted in a $3.2 million pre-tax gain which equated to a $2.1 million earnings benefit (or $0.74 per average share outstanding). This action was based on several factors. The main factor was a strategic decision to decrease the Corporation’s future market exposure by reducing the average maturity of the bond portfolio. In addition, the Corporation determined the potential future credit exposure associated with municipal bonds should be reduced. These municipal bond sales provide the Corporation with enhanced liquidity and flexibility going forward. The Corporation used the proceeds to eliminate all FHLB borrowings with the balance being available for future investment opportunities.

The Corporation’s gain on the sale of municipal bonds in 2012 had a significant positive effect on the Corporation’s June 30, 2012 earnings; the gain on the sale increased the Corporation’s tax rate for the first six months of 2012.  The tax rate for the first six months of 2012 is 23.14%. The June 30, 2012 quarter ending tax rate was 8.61%.  The large difference in the tax is due to the bonds sold in March 2012.  These bonds noted above were sold at substantial gain, resulting in a higher percentage of taxable income for the first six months of 2012.  In the March 2012 sale, all of the Corporations municipal taxable bonds were sold, leaving only tax-exempt municipals in the portfolio. Due to this large change in the earning asset mix, the Corporation anticipates the estimated full-year tax rate to be in the range of 19% to 20%.

FINANCIAL CONDITION

The Corporation’s total assets decreased $29.2 million or 7.30% from December 31, 2011 to June 30, 2012.  Investments Available for Sale decreased by $63.9 million or 33.64%. The decrease in investments was mainly due to the sale of $57.2 million in municipal bonds, principal pay-downs on mortgage backed securities of $7.2 million and a $1.4 million decrease in the fair value of the securities.  Net loans outstanding decreased by $12.8 million.  The decrease in loans was the result of the following; a decline of $610,000 in commercial, industrial and other loans, a decline of $701,000 in commercial real estate loans, a decline of $10.9 million in residential mortgages and a decline of $624,000 in loans to individuals.

The Corporation’s total deposits increased $8.8 million from December 31, 2011 to June 30, 2012. The non-interest bearing deposits increased by $10.9 million and interest bearing deposits decreased by $2.1 million. The increases in non-interest bearing deposits continue a trend of customers maintaining higher average balances in their accounts. The decrease in the interest bearing deposits was due to decreases in checking with interest balances, money market accounts decreases and decreases in certificates of deposits, offset by increases in savings accounts.  The Corporation attributes the increase in overall deposits due to customers placing their funds in liquid, FDIC insured accounts that provide flexibility and safety.

Shareholders' equity was $55.2 million on June 30, 2012 compared to $52.5 million on December 31, 2011. Total shareholders’ equity increased due to the $5.0 million in net income, an $899,000 decrease in other comprehensive income and a decrease of $1.5 million from dividends paid to shareholders.   Book value per common share increased from $18.37 at December 31, 2011 to $19.29 at June 30, 2012.

RESULTS OF OPERATIONS

First Six Months of 2012 as compared to the First Six Months of 2011

Net income for the first six months of 2012 was $5.0 million compared to $2.8 million for the same period of 2011, representing a 76.19% increase.

Interest income for the six months ended June 30, 2012 was $8.3 million, compared with $8.8 million in 2011.  Loan income for the six months ended June 30, 2012 was $4.7 million compared to $5.4 million in 2011.  The decrease in loan income was due to lower average loan balances and lower yields in 2012 compared to 2011. Average loans outstanding in 2012 were $18.5 million lower than 2011; loan yields for the first six months of 2012 decreased eighteen (18) basis points to 5.45%. This decrease in the loan yield is due to lower market rates for new loans. Security income for the six months ended June 30, 2012 was $3.6 million compared with $3.4 million in 2011.  This increase in securities income in 2012 was due to higher average securities in 2012 compared with 2011.  The Corporation’s average balance for securities increased $4.5 million in 2012 compared with 2011.  The yield on total average earning assets for the first six months of 2012 decreased by eight (8) basis points to 5.26% in 2012 compared to 5.34% yield in 2011.

Total interest expense of $663,000 for the first six months of 2012 decreased $444,000 or 40.11% compared with the first six months of 2011.  The average interest bearing liabilities in 2012 were $230.7 million, a decrease of 0.32% from the 2011 average.  The cost of interest bearing liabilities decreased from 0.96% in 2011 to 0.58% in 2012.  This decrease in interest cost is due to lower market rates for deposits.

As a result of the foregoing, net interest income for the first six months of 2012 and 2011 was $7.7 million.

 
 
24

 
 
The Corporation did not record a provision for loan losses for the six months ended June 30, 2012 or June 30, 2011. The Corporation’s high credit quality and the decrease in loan balances led to the determination that no provision was necessary for the first six months of 2012 or 2011.

Non-interest income for the first six months of 2012 was $4.6 million compared with $1.4 million in 2011. The 2012 amount includes a $3.2 million gain from the sale of municipal bonds.  Excluding this gain on the sale of securities, non-interest income was $1.4 million in 2012, the same as the 2011.  Asset management and trust income decreased by $32,000 due to a decrease in assets under management. Service charges on deposit accounts increased by $19,000 and other income increased by $10,000.
 
Non-interest expense for the first six months of 2012 and 2011 was $5.8 million.  Salary and employee benefits increased $114,000 in 2012, mainly due to a $39,000 increase in health care, a $62,000 increase in salaries and a $17,000 increase in payroll taxes. Salaries increased due to higher salary levels paid to employees.  Net occupancy expenses increased $14,000 in 2012. Furniture and equipment expense for 2012 declined by $28,000  mainly due to a $11,000 decrease in equipment maintenance, a $7,000 decrease in capital lease depreciation and a $5,000 decrease in software amortization.  Legal and professional services decreased $59,000 due to the termination of an agreement with a third party investment advisor within the asset management and trust department.  FDIC insurance expense decreased by $74,000, due to a change in the assessment method used by the FDIC.
 
Federal income tax for the first six months of 2012 was $1.5 million compared to $511,000 for the same period in 2011. The effective tax rates for the first six months of 2012 and 2011 were 23.14% and 15.58%, respectively. The effective tax rates are lower than the federal statutory rate of 34% due primarily to income from tax-exempt securities, loans, and bank owned life insurance.   The large increase in the effective tax rate for the first six months of 2012 is the result of the gain on the sale of municipal bonds resulting in a higher tax rate for the first six months of 2012 compared with 2011.
 
RESULTS OF OPERATIONS

Three Months Ended June 30, 2012 as Compared to the Three Months Ended June 30, 2011

The Corporation’s net income for the three months ended June 30, 2012 was $1.2 million compared to $1.5 million for the same period of 2011, representing a 17.95% decrease.

Interest income for the three months ended June 30, 2012 was $3.8 million, compared with $4.5 million for the three months ending June 30, 2011. Loan income decreased in 2012 due to average loan balances decreasing 11.23% in 2012 compared with 2011 and yields moved lower, from 5.58% in 2011 to 5.38% in 2012.  Security income for the three months ended June 30, 2012 was lower by $337,000 compared with same period 2011. The average securities balances decreased 16.53% in 2012 compared to 2011. The yield on total average earning assets for the three months ended June 30, 2012 decreased thirteen (13) basis points to 5.18% compared to 2011.

Total interest expense of $305,000 for second quarter of 2012 decreased by $240,000 or 44.04% from the second quarter of 2011. In the second quarter of 2012, the average interest-bearing liabilities balances decreased 10.35% compared with 2011 and the cost of these liabilities decreased to 0.58% in 2012 from 0.93% in 2011.  The cost of interest-bearing liabilities declined in 2012 due to lower market rates for deposit accounts.

As a result of the foregoing, net interest income for the three months ending June 30, 2012 was $3.5 million, compared with $3.9 million for the three months ended June 30, 2011.

The Corporation recorded no provision for loan losses for the second quarter of 2012 and 2011, respectively.
 
 
Non-interest income decreased by $38,000 or 5.24% to $687,000 for the three months ended June 30, 2012 compared with the same period 2011. Trust income decreased $20,000 due to a decrease in market values on assets under management. Service charges on deposit accounts increased by $13,000, mainly due to higher ATM fees and other income decreased by $41,000.
 
Other expenses were $2.8 million for the three months ended June 30, 2012, slightly lower than the $2.9 million for the three months ended June 30, 2011.   Changes within other expenses were; salaries and employee benefits increased by $45,000, in large part, due to a $19,000 increase in health insurance cost for the second quarter 2012 and a $21,000 increase in salary expenses compared with 2011. Furniture and equipment expense decreased by $10,000.  Legal and professional fees decreased by $47,000.  This decrease is due to lower professional costs within the asset management and trust department.  Other expenses also decreased by $40,000.
 
Federal income tax for the three months ending June 30, 2012 was $115,000 compared to $260,000 for the same period in 2011. The effective tax rates during the second quarters of 2012 and 2011 were 8.6% and 14.88%, respectively. The reduction in the effective tax rate for the second quarter of 2012 is the result of a higher percentage of tax-free income from municipal bonds, bank owned life insurance and tax-free loans.
 
 
 
25

 

 
LIQUIDITY

Liquidity measurements evaluate the Corporation’s ability to meet the cash flow requirements of its depositors and borrowers. The most desirable source of liquidity is deposit growth. Additional liquidity is provided by the maturity of investments in loans and securities and the principal and interest received from those earning assets. Another source of liquidity is represented by the Corporation’s ability to sell both loans and securities. The Bank is a member of the Federal Home Loan Bank (FHLB) system. The FHLB provides an additional source for liquidity for long- and short-term funding. Additional sources of funding from financial institutions have been established for short-term funding needs.

The statement of cash flows for the first six months of 2012 indicates cash was provided by the sale and maturity of securities, a decrease in loan balances and an increase in deposits balances. The cash provided by these sources was utilized to pay-down short- and long- term borrowings and significantly increase cash held by the Corporation.

As of June 30, 2012, the Corporation had available funding of approximately $104 million at the FHLB, with an additional $19 million of short-term funding available through other lines of credit.  The Corporation’s maximum borrowing capacity with the Federal Home Loan Bank (FHLB) as of June 30, 2012 was $104 million, with zero borrowed.

OFF BALANCE SHEET ARRANGEMENTS

The Corporation’s financial statements do not reflect off balance sheet arrangements that consist of commitments to purchase securities or commitments to extend credit.  Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Corporation evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral, if any, which the Corporation obtains from the customer upon extension of credit, is based on management's credit evaluation of the customer or other obligor.  The types of collateral obtained by the Corporation may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

Standby letters of credit, financial standby letters of credit and commercial letters of credit written are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party.  Those guarantees are primarily issued to support public and private borrowing arrangements.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

The following table identifies the Corporation’s commitments to extend credit and obligations under letters of credit as of June 30, 2012 (dollars in thousands):

     
TOTAL AMOUNT COMMITTED

Financial instruments whose contractual amounts represent credit risk:
     
Commitments to extend credit
  $ 39,816  
Standby letters of credit
    329  
         
         
         





 
26

 



CREDIT QUALITY RISK

The following table presents a comparison of loan quality as of June 30, 2012 with that as of December 31, 2011. Cash payments received on non-accrual loans are recognized as interest income as long as the remaining balance of the loan is deemed to be fully collectible. When doubt exists as to the collectibility of a loan in non-accrual status, any payments received are applied to principal to the extent the doubt is eliminated. Once a loan is placed on non-accrual status, any unpaid interest is charged against income.

   
At or For the
Six months ended
   
At or For the
Year ended
 
   
June 30, 2012
   
December 31, 2011
 
   
(dollars in thousands)
 
Non-performing loans:
           
Loans on non-accrual basis
  $ 27     $ 103  
Past due loans > 90 days
     0        0  
Total non-performing loans
    27       103  
Foreclosed real estate
     658        647  
                 
Total non-performing assets
  $ 685     $ 750  
                 
Loans outstanding at end of period
  $ 166,586     $ 179,386  
Average loans outstanding (year-to-date)
  $ 172,989     $ 188,679  
                 
Non-performing loans as a percent of total loans
    0.02 %     0.06 %
Provision for loan losses
  $ 0     $ 0  
Net charge-offs
  $ 33     $ 13  
Net charge-offs as a percent of average loans
    0.02 %     0.01 %
Provision for loan losses as a percent of net charge-offs
    0.00 %     0.00 %
Allowance for loan losses
  $ 1,640     $ 1,673  
Allowance for loan losses as a percent of average loans outstanding
    0.95 %     0.89 %

As of June 30, 2012, there was one non-accrual loan.   At present, the Corporation has no knowledge of other outstanding loans that present a serious doubt in regard to the borrower’s ability to comply with current loan repayment terms.

In 2012, the gross amount of interest that would have been recorded on non-accrual loans would have been $1,000.

MARKET RISK

 
The Corporation’s net earnings depend in large part upon the difference between the amounts earned on its loans and investment securities and the interest paid on its deposits and borrowed funds (interest-bearing liabilities).  The amounts the Corporation earns on its interest-earning assets and the amounts it pays on its interest-bearing liabilities are significantly affected by general economic conditions and by policies of regulatory authorities.
 
 
Market risk is the risk of loss from adverse changes in market prices and rates.  The Corporation’s market risk arises primarily from interest rate risk inherent in its lending, security investments, and deposit taking activities.  To that end, management actively monitors and manages its interest rate risk exposure.
 
 
The Corporation’s primary objective in managing interest rate risk is to minimize the adverse impact of interest rate changes on its net interest income and capital.  However, a sudden and substantial shift in interest rates may adversely impact the Corporation’s earnings to the extent that the interest earned on interest-earning assets and interest paid on interest-bearing liabilities do not change at the same frequency, to the same extent or on the same basis.
 

 
27

 


CAPITAL RESOURCES

The Federal Reserve Board's risk-based capital guidelines are designed principally as a measure of credit risk. These guidelines require that: (1) at least 50% of a banking organization's total capital be common and certain other "core" equity capital ("Tier I Capital"); (2) assets and off-balance sheet items be weighted according to risk; and (3) the total capital to risk-weighted assets ratio be at least 8.00%; and (4) a minimum 4.00% leverage ratio of Tier I capital to average total assets be maintained for financial institutions that meet certain specified criteria, including asset quality, high liquidity, low interest-rate exposure and the highest regulatory rating. As of June 30, 2012, Commercial Bank & Trust of PA, under these guidelines, had Tier I and total equity capital to risk weighted assets ratios of 24.98% and 25.81% respectively. The leverage ratio was 13.59%. The Corporation’s risk-based capital ratios are not materially different from the Bank’s.


The table below represents the Bank’s capital position at June 30, 2012 and December 31, 2011:
(Dollar amounts in thousands)


         
         
 
June 30, 2012
December 31, 2011
 
Amount
Percent of Adjusted
Assets
Amount
Percent of Adjusted Assets
         
Tier I Capital
$49,195
24.98%
$45,655
20.90%
Tier I Capital Requirement
     7,878
4.00
     8,753
4.00
         
Total Equity Capital
$50,835
25.81%
$47,328
21.60%
Total Equity Capital Requirement
  15,755
8.00
  17,506
8.00
         
Leverage Capital
$49,195
13.59%
$45,655
11.80%
Leverage Requirement
  14,479
4.00
  15,531
4.00
         

 
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide information required of this item.

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
The Corporation maintains a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by the Corporation in this Form 10-Q, and in other reports required to be filed under the Securities Exchange Act of 1934 (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms for such filings. Management of the Corporation, under the direction of the Corporation’s Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15a(e) and 15d-15(e) under the Exchange Act) as of June 30, 2012. Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer, along with other key management of the Corporation, have determined that the disclosure controls and procedures were and are effective as designed to ensure that material information relating to the Corporation and its consolidated subsidiaries required to be disclosed by the Corporation by the Exchange Act, was recorded, processed, summarized and reported within the applicable time periods.

Changes in Internal Controls

There have been no significant changes in Commercial National Financial Corporation’s internal control over financial reporting during the quarter ended June 30, 2012, that has materially affected, or is reasonably likely to materially affect Commercial National Financial Corporation’s internal control over financial reporting.



 
28

 


PART II - OTHER INFORMATION


ITEM 1.                      LEGAL PROCEEDINGS

Other than proceedings that occur in the normal course of business, there are no legal proceedings to which either theCorporation or any of its subsidiaries is a party, which, in management’s opinion, will have any material effect on the financialposition of the Corporation and its subsidiaries.

ITEM 1A.                      RISK FACTORS

A smaller reporting company is not required to provide information required of this item.


ITEM 2.                     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
2 (a)  None
2 (b)  None
2 (c) In 2000, the Board of Directors authorized the repurchase of up to 360,000 shares of the Corporation’s common stock  from time to time when warranted by market conditions.  There have been 245,174 shares purchased under this authorization  through June 30, 2012. There were no shares purchased during the second quarter 2012, see table below.

 
 

ISSUER PURCHASES OF EQUITY SECURITIES
 
Period
 
(a) Total Number of Shares Purchased
   
(b) Average Price Paid per Share
   
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans
   
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans
 
April 1-    
April 30
    0       0       0       114,826  
May 1 –
May 31
    0       0       0       114,826  
June 1-
June 30
    0       0       0       114,826  
Total
    0       0       0          


ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.                      MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.                      OTHER INFORMATION

                        Not applicable.
 
 



 
29

 




EXHIBITS

               Exhibit
 
Page Number or Incorporated by
Number
Description
Reference to
     
3.1
Articles of Incorporation
Exhibit C to Form S-4 Registration
Statement Filed April 9, 1990
     
3.2
By-laws of Registrant
Exhibit D to Form S-4 Registration
Statement Filed April 9, 1990
     
3.3
Amended Articles of Incorporation
Exhibit 3.6 to Form 10-Q
   
Filed for the quarter ended
   
September 30, 2004
     
3.4
Amended Bylaws of Registrant
Exhibit 3.8 to Form 10-Q
   
Filed for the quarter ended
   
September 30, 2004
     
10.1
Amended and Restated Employment Agreement between Gregg E. Hunter and Commercial Bank & Trust of PA *
Exhibit 10.1 to Form 10-K
Filed for the year ended
December 31, 2011
     
10.3
Mutual Release and Non-Disparagement Agreement between Commercial Bank of Pennsylvania and Louis T. Steiner
Exhibit 10.3 to Form 10-K
Filed for the year ended
December 31, 2003
     
 10.4
 
Stock Purchase Agreement between the Corporation and all of the Shareholders of Ridge Properties, Inc.
Exhibit 10.4 to Form 10-Q
Filed for the quarter ended
June 30, 2008
     
 10.5
Change in Certifying Accountant
Exhibit 10.5 to Form 10-K
Filed for the year ended
December 31, 2010
     
31.1
Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer
Filed herewith
     
31.2
Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer
Filed herewith
     
     
32.1
Section 1350 Certification of Chief Executive Officer
Filed herewith
     
32.2
Section 1350 Certification of Chief Financial Officer
Filed herewith
     
101 **
The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012  is formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income , (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements (tagged as blocks of text).
 



*Management Contract or Compensatory Plan or Arrangement
**This exhibit is furnished and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C.. 78r), or otherwise subject to the liability of that section.  Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or of Securities Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.







 
30

 









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.


   
 
COMMERCIAL NATIONAL FINANCIAL CORPORATION
 
(Registrant)
   
   
   
   
   
   
Dated:  August 13, 2012
/s/ Gregg E. Hunter
 
Gregg E. Hunter, Vice Chairman
 
President and Chief Executive Officer
   
   
   
   
Dated:  August 13, 2012
/s/ Thomas D. Watters
 
Thomas D. Watters, Executive Vice President and
 
Chief Financial Officer
   




 
31