tenk2013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended
 
     December 31, 2012

or
 
 
     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
     000-13222

CITIZENS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
 
23-2265045
State or other jurisdiction of
incorporation or organization
 
(I.R.S. Employer
Identification No.)
15 South Main Street, Mansfield, Pennsylvania
 
16933
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code
(570) 662-2121
         
Securities registered pursuant to Section 12(b) of the Act:
None
 
         
Securities registered pursuant to Section 12(g) of the Act:
         
Common Stock, par value $1.00 per share
(Title of class)
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
  Yes       No

 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
  Yes       No

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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       No

 
 

 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
             
 
 
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
Large accelerated filer  o                                                                                     Accelerated filer  
 
 
Non-accelerated filer  o                                                                           Smaller reporting company  o
 
(Do not check if a smaller reporting company)


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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $102,768,841 as of June 30, 2012.
 
As of February 28, 2013, there were 2,893,595 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
 
Certain information required by Part III is incorporated by reference to the Registrant’s Definitive Proxy Statement for the 2013 Annual Meeting of Shareholders.



 
 

 

 

 
Citizens Financial Services, Inc.
Form 10-K
INDEX
 
Page
PART I
 
ITEM 1 – BUSINESS
1 – 8
 
ITEM 1A – RISK FACTORS
8 – 13
 
ITEM 1B – UNRESOLVED STAFF COMMENTS
13
 
ITEM 2 – PROPERTIES
13
 
ITEM 3 – LEGAL PROCEEDINGS
13
 
ITEM 4 – MINE SAFETY DISCLOSURES
14
 
PART II
 
 
ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
15 – 16
 
ITEM 6 – SELECTED FINANCIAL DATA
17
 
ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
18 – 46
 
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
46
 
ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
47 – 89
 
ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
90
 
ITEM 9A – CONTROLS AND PROCEDURES
90
 
ITEM 9B– OTHER INFORMATION
90
PART III
 
 
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
91
 
ITEM 11 – EXECUTIVE COMPENSATION
91
 
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
91 – 92
 
ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
92
 
ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES
92
PART IV
 
 
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
93 – 94
 
SIGNATURES
95

 
 

 
 
PART I
 
 
ITEM 1 – BUSINESS.
 
CITIZENS FINANCIAL SERVICES, INC.
 
Citizens Financial Services, Inc. (the “Company”), a Pennsylvania corporation, was incorporated on April 30, 1984 to be the holding company for First Citizens Community Bank (the “Bank”), which until 2012, and in connection with its conversion from a national bank to a Pennsylvania-chartered bank and trust company, operated under the name First Citizens National Bank. The Company is primarily engaged in the ownership and management of the Bank and the Bank’s wholly-owned insurance agency subsidiary, First Citizens Insurance Agency, Inc.
 
AVAILABLE INFORMATION
 
A copy of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current events reports on Form 8-K, and amendments to these reports, filed or furnished pursuant to Section 13(a) or 15(d)  of the Securities Exchange Act of 1934, as amended, are made available free of charge through the Company’s web site at www.firstcitizensbank.com as soon as reasonably practicable after such reports are filed with the Securities and Exchange Commission. Information on our website shall not be considered as incorporated by reference into this Form 10-K.
 
FIRST CITIZENS COMMUNITY BANK
 
The Bank’s main office is located at 15 South Main Street, Mansfield, (Tioga County) Pennsylvania.  The Bank’s primary market area consists of the Pennsylvania Counties of Bradford, Potter and Tioga in North Central Pennsylvania.  It also includes Allegany, Steuben, Chemung and Tioga Counties in Southern New York.  The economy of the Bank’s market area is diversified and includes manufacturing industries, wholesale and retail trade, service industries, family farms and the production of natural resources of gas and timber.  We are dependent geographically upon the economic conditions in north central Pennsylvania and the southern tier of New York.  In addition to the main office, the Bank has 16 other full service branch offices in its market area and loan production offices located in Clinton and Luzerne Counties in Pennsylvania.
 
The Bank is a full-service bank engaged in a broad range of banking activities and services for individual, business, governmental and institutional customers.  These activities and services principally include checking, savings, time and deposit accounts; residential, commercial and agricultural real estate, commercial and industrial, state and political subdivision and consumer loans; and a variety of other specialized financial services.  The Trust and Investment division of the Bank offers a full range of client investment, estate, mineral management and retirement services.
 
As of December 31, 2012, the Bank employed 165 full time employees and 32 part-time employees, resulting in 185 full time equivalent employees at our corporate offices and other banking locations.
 
COMPETITION
 
The banking industry in the Bank’s service area continues to be extremely competitive, both among commercial banks and with financial service providers such as consumer finance companies, thrifts, investment firms, mutual funds, insurance companies, credit unions and internet entities.  The increased competition has resulted from changes in the legal and regulatory guidelines as well as from economic conditions, specifically, the additional wealth resulting from the exploration of the Marcellus Shale in our primary market.  Mortgage banking firms, financial companies, financial affiliates of industrial companies, brokerage firms, retirement fund management firms and government sponsored agencies, such as Freddie Mac and Fannie Mae, provide additional competition for loans and other financial services.  The Bank is generally competitive with all competing financial institutions in its service area with respect to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans.
 
Additional information related to our business and competition is included in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations”.
 
 
1

 
SUPERVISION AND REGULATION

GENERAL
 
The Bank is subject to extensive regulation, examination and supervision by the Pennsylvania Banking Department (“PBD”) and, as a member of the Federal Reserve System, by the Board of Governors of the Federal Reserve System (the “FRB”).  Federal and state banking laws and regulations govern, among other things, the scope of a bank’s business, the investments a bank may make, the reserves against deposits a bank must maintain, terms of deposit accounts, loans a bank makes, the interest rates a bank charges and collateral a bank takes, the activities of a bank with respect to mergers and consolidations and the establishment of branches.  The Company is registered as a bank holding company and is subject to supervision and regulation by FRB under the Bank Holding Company Act of 1956, as amended (the “BHCA”).

PENNSYLVANIA BANKING LAWS
 
The Pennsylvania Banking Code (“Banking Code”) contains detailed provisions governing the organization, location of offices, rights and responsibilities of directors, officers, and employees, as well as corporate powers, savings and investment operations and other aspects of the Bank and its affairs. The Banking Code delegates extensive rule-making power and administrative discretion to the PBD so that the supervision and regulation of state chartered banks may be flexible and readily responsive to changes in economic conditions and in savings and lending practices.
 
Pennsylvania law also provides Pennsylvania state chartered institutions elective parity with the power of national banks, federal thrifts, and state-chartered institutions in other states as authorized by the FDIC, subject to a required notice to the PBD. The Federal Deposit Insurance Corporation Act (“FDIA”), however, prohibits state chartered banks from making new investments, loans, or becoming involved in activities as principal and equity investments which are not permitted for national banks unless (1) the FDIC determines the activity or investment does not pose a significant risk of loss to the Deposit Insurance Fund and (2) the bank meets all applicable capital requirements. Accordingly, the additional operating authority provided to the Bank by the Banking Code is restricted by the FDIA.
 
In April 2008, banking regulators in the States of New Jersey, New York, and Pennsylvania entered into a Memorandum of Understanding (the “Interstate MOU”) to clarify their respective roles, as home and host state regulators, regarding interstate branching activity on a regional basis pursuant to the Riegle-Neal Amendments Act of 1997. The Interstate MOU establishes the regulatory responsibilities of the respective state banking regulators regarding bank regulatory examinations and is intended to reduce the regulatory burden on state chartered banks branching within the region by eliminating duplicative host state compliance exams.  Under the Interstate MOU, the activities of branches we established in New York would be governed by Pennsylvania state law to the same extent that federal law governs the activities of the branch of an out-of-state national bank in such host states. Issues regarding whether a particular host state law is preempted are to be determined in the first instance by the PBD. In the event that the PBD and the applicable host state regulator disagree regarding whether a particular host state law is pre-empted, the PBD and the applicable host state regulator would use their reasonable best efforts to consider all points of view and to resolve the disagreement.
 
COMMUNITY REINVESTMENT ACT
 
The Community Reinvestment Act, (“CRA”), as implemented by FRB regulations, provides that the Bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods.  The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA.  The CRA requires the FRB, in connection with its examination of the Bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain corporate applications by such institution, such as mergers and branching.  The Bank’s most recent rating was “Satisfactory.”  Various consumer laws and regulations also affect the operations of the Bank.  In addition to the impact of regulation, commercial banks are affected significantly by the actions of the FRB as it attempts to control the money supply and credit availability in order to influence the economy.
 
 
2

 
THE DODD-FRANK ACT
 
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) has significantly changed the current bank regulatory structure and will affect into the immediate future the lending and investment activities and general operations of depository institutions and their holding companies.
 
The Dodd-Frank Act requires the FRB to establish minimum consolidated capital requirements for bank holding companies that are as stringent as those required for insured depository institutions; the components of Tier 1 capital would be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions. In addition, the proceeds of trust preferred securities are excluded from Tier 1 capital unless (i) such securities are issued by bank holding companies with assets of less than $500 million or (ii) such securities were issued prior to May 19, 2010 by bank or savings and loan holding companies with less than $15 billion of assets.
 
The Dodd-Frank Act also created a new Consumer Financial Protection Bureau with extensive powers to implement and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rulemaking authority for a wide range of consumer protection laws that apply to all banks, among other things, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. However, institutions of less than $10 billion in assets, such as the Bank, will continue to be examined for compliance with consumer protection and fair lending laws and regulations by, and be subject to the enforcement authority of, their prudential regulators.
 
The Dodd-Frank Act created a new supervisory structure for oversight of the U.S. financial system, including the establishment of a new council of regulators, the Financial Stability Oversight Council, to monitor and address systemic risks to the financial system. Non-bank financial companies that are deemed to be significant to the stability of the U.S. financial system and all bank holding companies with $50 billion or more in total consolidated assets will be subject to heightened supervision and regulation. The FRB will implement prudential requirements and prompt corrective action procedures for such companies.
 
The Dodd-Frank Act made many other changes in banking regulation. Those include allowing depository institutions, for the first time, to pay interest on business checking accounts, requiring originators of securitized loans to retain a percentage of the risk for transferred loans, establishing regulatory rate-setting for certain debit card interchange fees and establishing a number of reforms for mortgage originations. Effective October 1, 2011, the debit-card interchange fee was capped at $0.21 per transaction, plus an additional 5 basis point charge to cover fraud losses. These fees are much lower than the current market rates. Although the regulation only impacts banks with assets above $10.0 billion, we believe that the provisions could result in a reduction in interchange revenue in the future.
 
The Dodd-Frank Act also broadened the base for FDIC insurance assessments. The FDIC was required to promulgate rules revising its assessment system so that it is based on the average consolidated total assets less tangible equity capital of an insured institution instead of deposits. That rule took effect April 1, 2011. The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2008, and provided for noninterest bearing transaction accounts with unlimited deposit insurance through December 31, 2012.
 
Many of the provisions of the Dodd-Frank Act are not yet effective, and the Dodd-Frank Act requires various federal agencies to promulgate numerous and extensive implementing regulations over the next several years. It is therefore difficult to predict at this time what impact the Dodd-Frank Act and implementing regulations will have on the Company and the Bank. Although the substance and scope of many of these regulations cannot be determined at this time, particularly those provisions relating to the new Consumer Financial Protection Bureau, the Dodd-Frank Act and implementing regulations may have a material impact on operations through, among other things, increased compliance costs, heightened regulatory supervision, and higher interest expense.
 
 
3

 
CAPITAL ADEQUACY GUIDELINES
 
Federal banking agencies have issued certain “risk-based capital” guidelines, which supplemented existing capital requirements.  In addition, the FRB imposes certain “leverage” requirements on member banks such as us.  Banking regulators have authority to require higher minimum capital ratios for an individual bank or bank holding company in view of its circumstances.
 
The risk-based guidelines require all banks and bank holding companies to maintain two “risk-weighted assets” ratios.  The first is a minimum ratio of total capital (Tier 1 and Tier 2 capital) to risk-weighted assets equal to 8.0%; the second is a minimum ratio of Tier 1 capital to risk-weighted assets equal to 4.0%.  Assets are assigned to five risk categories, with higher levels of capital being required for the categories perceived as representing greater risk.  In making the calculation, certain intangible assets must be deducted from the capital base.  The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and to minimize disincentives for holding liquid assets.
 
The risk-based capital rules also account for interest rate risk.  Institutions with interest rate risk exposure above a normal level would be required to hold extra capital in proportion to that risk.  A bank’s exposure to declines in the economic value of its capital due to changes in interest rates is a factor that banking agencies will consider in evaluating a bank’s capital adequacy.  The rule does not codify an explicit minimum capital charge for interest rate risk.  We currently monitor and manage our assets and liabilities for interest rate risk, and management believes that the interest rate risk rules which have been implemented and proposed will not materially adversely affect our operations.
 
The FRB’s “leverage” ratio rules require member banks which are rated the highest in the composite areas of capital, asset quality, management, earnings and liquidity to maintain a ratio of Tier 1 capital to “adjusted total assets” of not less than 3.0%.  For banks which are not the most highly rated, the minimum “leverage” ratio will range from 4.0% to 5.0%, or higher at the discretion of the FRB, and is required to be at a level commensurate with the nature of the level of risk of a bank’s condition and activities.
 
For purposes of the capital requirements, “Tier 1” or “core” capital is defined to include common shareholders’ equity and certain noncumulative perpetual preferred stock and related surplus.  “Tier 2” or “qualifying supplementary” capital is defined to include a bank’s allowance for loan and lease losses up to 1.25% of risk-weighted assets, plus certain types of preferred stock and related surplus, certain “hybrid capital instruments” and certain term subordinated debt instruments.
 
BASEL III PROPOSAL
 
In the summer of 2012, our primary federal regulators, published two notices of proposed rulemaking (the “2012 Capital Proposals”) that would substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions, including the Company and the Bank, compared to the current U.S. risk-based capital rules, which are based on the international capital accords of the Basel Committee on Banking Supervision (the “Basel Committee”) which are generally referred to as “Basel I.”
 
One of the 2012 Capital Proposals (the “Basel III Proposal”) addresses the components of capital and other issues affecting the numerator in banking institutions’ regulatory capital ratios and would implement the Basel Committee’s December 2010 framework, known as “Basel III,” for strengthening international capital standards. The other proposal (the “Standardized Approach Proposal”) addresses risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios and would replace the existing Basel I-derived risk weighting approach with a more risk-sensitive approach based, in part, on the standardized approach in the Basel Committee’s 2004 “Basel II” capital accords. Although the Basel III Proposal was proposed to come into effect on January 1, 2013, the federal banking agencies jointly announced on November 9, 2012 that they do not expect any of the proposed rules to become effective on that date. As proposed, the Standardized Approach Proposal would come into effect on January 1, 2015.
 
 
4

 
 
The federal banking agencies have not proposed rules implementing the final liquidity framework of Basel III and have not determined to what extent they will apply to U.S. banks that are not large, internationally active banks.
 
It is management’s belief that, as of December 31, 2012, the Company and the Bank would meet all capital adequacy requirements under the Basel III and Standardized Approach Proposals on a fully phased-in basis if such requirements were currently effective. The regulations ultimately applicable to financial institutions may be substantially different from the Basel III final framework as published in December 2010 and the proposed rules issued in June 2012. Management will continue to monitor these and any future proposals submitted by our regulators.
 
PROMPT CORRECTIVE ACTION RULES
 
The federal banking agencies have regulations defining the levels at which an insured institution would be considered “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.”  Institutions that are classified as undercapitalized, significantly undercapitalized or critically undercapitalized are subject to various supervision measures based on the degree of undercapitalization.  The applicable federal bank regulator for a depository institution could, under certain circumstances, reclassify a “well-capitalized” institution as “adequately capitalized” or require an “adequately capitalized” or “undercapitalized” institution to comply with supervisory actions as if it were in the next lower category.  Such a reclassification could be made if the regulatory agency determines that the institution is in an unsafe or unsound condition (which could include unsatisfactory examination ratings).  The Bank satisfies the criteria to be classified as “well capitalized” within the meaning of applicable regulations.
 
REGULATORY RESTRICTIONS ON BANK DIVIDENDS
 
The Bank may not declare a dividend without approval of the FRB, unless the dividend to be declared by the Bank's Board of Directors does not exceed the total of:  (i) the Bank's net profits for the current year to date, plus (ii) its retained net profits for the preceding two years, less any required transfers to surplus.
 
Under Pennsylvania law, the Bank may only declare and pay dividends from its accumulated net earnings.  In addition, the Bank may not declare and pay dividends from the surplus funds that Pennsylvania law requires that it maintain.  Under these policies and subject to the restrictions applicable to the Bank, the Bank could have declared, during 2012, without prior regulatory approval, aggregate dividends of approximately $17.8 million, plus net profits earned to the date of such dividend declaration.
 
BANK SECRECY ACT
 
Under the Bank Secrecy Act (BSA), banks and other financial institutions are required to retain records to assure that the details of financial transactions can be traced if investigators need to do so.  Banks are also required to report most cash transactions in amounts exceeding $10,000 made by or on behalf of their customers.  Failure to meet BSA requirements may expose the Bank to statutory penalties, and a negative compliance record may affect the willingness of regulating authorities to approve certain actions by the Bank requiring regulatory approval, including new branches.
 
INSURANCE OF DEPOSIT ACCOUNTS
 
The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund (DIF) of the FDIC.  Under the FDIC’s risk-based assessment system, insured institutions are assigned to one of four risk categories based on supervisory evaluations, regulatory capital levels and certain other factors, with less risky institutions paying lower assessments.  An institution’s assessment rate depends upon the category to which it is assigned, and certain adjustments specified by FDIC regulations.  Until recently, assessment rates ranged from seven to 77.5 basis points of assessable deposits.
 
On February 7, 2011, as required by the Dodd-Frank Act, the FDIC issued final rules implementing changes to the assessment rules. The rule, which took effect April 1, 2011, changes the assessment base used for calculating deposit insurance assessments from deposits to total assets less tangible (Tier 1) capital. Since the new base is larger than the previous base, the FDIC also lowered assessment rates so that the rule would not significantly alter the total amount of revenue collected from the industry. The range of adjusted assessment rates is now 2.5 to 45 basis points of the new assessment base. The rule is expected to benefit smaller financial institutions, which typically rely more on deposits for funding, and shift more of the burden for supporting the insurance fund to larger institutions, which are thought to have greater access to nondeposit funding.
 
 
5

 
The FDIC imposed on all insured institutions a special emergency assessment of five basis points of total assets minus Tier 1 capital (as of June 30, 2009), capped at ten basis points of an institution’s deposit assessment base, in order to cover losses to the DIF.  That special assessment was collected on September 30, 2009.  In lieu of further special assessments, however, the FDIC required insured institutions to prepay estimated quarterly risk-based assessments for the fourth quarter of 2009 through the fourth quarter of 2012.  That prepayment, which included an assumed annual assessment base increase of 5%, was recorded as a prepaid expense asset as of December 30, 2009.  As of December 31, 2009, and each quarter thereafter, a charge to earnings is recorded for each regular assessment with an offsetting credit to the prepaid asset.
 
Due to the recent difficult economic conditions, deposit insurance per account owner has been raised to $250,000 for all types of accounts.  That coverage was made permanent by the Dodd-Frank Act.  In addition, the FDIC adopted an optional Temporary Liquidity Guarantee Program by which, for a fee, noninterest-bearing transaction accounts would receive unlimited insurance coverage until June 30, 2010, subsequently extended to December 31, 2010, and certain senior unsecured debt issued by institutions and their holding companies between October 13, 2008 and October 31, 2009 would be guaranteed by the FDIC through June 30, 2012, or in some cases, December 31, 2012.
 
In addition to the assessment for deposit insurance, institutions are required to make payments on bonds issued in the late 1980s by the Financing Corporation to recapitalize a predecessor deposit insurance fund. That payment is established quarterly and during the four quarters ended December 31, 2011 averaged 0.925 basis points of assessable deposits.
 
The Dodd-Frank Act increased the minimum target DIF ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits.  The FDIC must seek to achieve the 1.35% ratio by September 30, 2020.  Insured institutions with assets of $10 billion or more are supposed to fund the increase.  The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the FDIC. The FDIC has recently exercised that discretion by establishing a long range fund ratio of 2%.
 
The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank.  Management cannot predict what insurance assessment rates will be in the future.
 
Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or regulatory condition imposed in writing.  The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.
 
FEDERAL RESERVE SYSTEM
 
Under FRB regulations, the Bank is required to maintain reserves against its transaction accounts (primarily NOW and regular checking accounts). The FRB regulations generally require that reserves be maintained against aggregate transaction accounts as follows: a 3% reserve ratio is assessed on net transaction accounts up to and including $71.0 million; a 10% reserve ratio is applied above $71.0 million. The first $11.5 million of otherwise reservable balances (subject to adjustments by the FRB) are exempted from the reserve requirements. The amounts are adjusted annually and, for 2013, require a 3% ratio for up to $71.0 million and an exemption of $11.5 million. The Bank complies with the foregoing requirements.
 
ACQUISITION OF THE HOLDING COMPANY
 
Under the Federal Change in Bank Control Act (the “CIBCA”), a notice must be submitted to the FRB if any person (including a company), or group acting in concert, seeks to acquire 10% or more of the Company’s shares of outstanding common stock, unless the FRB has found that the acquisition will not result in a change in control of the Company. Under the CIBCA, the FRB generally has 60 days within which to act on such notices, taking into consideration certain factors, including the financial and managerial resources of the acquirer, the convenience and needs of the communities served by the Company and the Bank, and the anti-trust effects of the acquisition. Under the BHCA, any company would be required to obtain prior approval from the FRB before it may obtain “control” of the Company within the meaning of the BHCA. Control generally is defined to mean the ownership or power to vote 25% or more of any class of voting securities of the Company or the ability to control in any manner the election of a majority of the Company’s directors. An existing bank holding company would be required to obtain the FRB’s prior approval under the BHCA before acquiring more than 5% of the Company’s voting stock.
 
 
6

 
HOLDING COMPANY REGULATION
 
The Company, as a bank holding company, is subject to examination, supervision, regulation, and periodic reporting under the Bank Holding Company Act of 1956, as amended, as administered by the FRB.  The Company is required to obtain the prior approval of the FRB to acquire all, or substantially all, of the assets of any bank or bank holding company.  Prior FRB approval would be required for the Company to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if it would, directly or indirectly, own or control more than 5% of any class of voting shares of the bank or bank holding company.
 
A bank holding company is generally prohibited from engaging in, or acquiring, direct or indirect control of more than 5% of the voting securities of any company engaged in nonbanking activities.  One of the principal exceptions to this prohibition is for activities found by the FRB to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.  Some of the principal activities that the FRB has determined by regulation to be closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing securities brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property under certain conditions; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings association.
 
A bank holding company that meets specified conditions, including that its depository institutions subsidiaries are “well capitalized” and “well managed,” can opt to become a “financial holding company.” A “financial holding company” may engage in a broader array of financial activities than permitted a typical bank holding company.  Such activities can include insurance underwriting and investment banking.  The Company does not anticipate opting for “financial holding company” status at this time.
 
The Company is subject to the FRB’s consolidated capital adequacy guidelines for bank holding companies.  Traditionally, those guidelines have been structured similarly to the regulatory capital requirements for the subsidiary depository institutions, but were somewhat more lenient.  For example, the holding company capital requirements allowed inclusion of certain instruments in Tier 1 capital that are not includable at the institution level.  As previously noted, the Dodd-Frank Act requires that the guidelines be amended so that they are at least as stringent as those required for the subsidiary depository institutions.  See  “—The Dodd-Frank Act.”
 
A bank holding company is generally required to give the FRB prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the Company’s consolidated net worth.  The FRB may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, FRB order or directive, or any condition imposed by, or written agreement with, the FRB.  The FRB has adopted an exception to that approval requirement for well-capitalized bank holding companies that meet certain other conditions.
 
The FRB has issued a policy statement regarding the payment of dividends by bank holding companies.  In general, the FRB’s policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition.  The FRB’s policies also require that a bank holding company serve as a source of financial strength to its subsidiary banks by using available resources to provide capital funds during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary.  The Dodd-Frank Act codified the source of strength policy and requires the promulgation of implementing regulations.  Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized.  These regulatory policies could affect the ability of The Company to pay dividends or otherwise engage in capital distributions.
 
 
7

 
The Federal Deposit Insurance Act makes depository institutions liable to the Federal Deposit Insurance Corporation for losses suffered or anticipated by the insurance fund in connection with the default of a commonly controlled depository institution or any assistance provided by the Federal Deposit Insurance Corporation to such an institution in danger of default.  That law would have potential applicability if the Company ever held as a separate subsidiary a depository institution in addition to the Bank.
 
The status of the Company as a registered bank holding company under the Bank Holding Company Act will not exempt it from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws.
 
EFFECT OF GOVERNMENT MONETARY POLICIES
 
The earnings and growth of the banking industry are affected by the credit policies of monetary authorities, including the Federal Reserve System.  An important function of the Federal Reserve System is to regulate the national supply of bank credit in order to control recessionary and inflationary pressures.  Among the instruments of monetary policy used by the Federal Reserve to implement these objectives are open market activities in U.S. government securities, changes in the discount rate on member bank borrowings and changes in reserve requirements against member bank deposits.  These operations are used in varying combinations to influence overall economic growth and indirectly, bank loans, securities, and deposits.  These variables may also affect interest rates charged on loans or paid on deposits.  The monetary policies of the Federal Reserve authorities have had a significant effect on the operating results of commercial banks in the past and are expected to continue to have such an effect in the future.
 
In view of the changing conditions in the national economy and in the money markets, as well as the effect of actions by monetary and fiscal authorities including the Federal Reserve System, no prediction can be made as to possible changes in interest rates, deposit levels, loan demand or their effect on the business and earnings of the Company and the Bank.   Additional information is included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in this Annual Report on Form 10-K.
 
ITEM 1A – RISK FACTORS.
 
Changing interest rates may decrease our earnings and asset values.
 
Our net interest income is the interest we earn on loans and investments less the interest we pay on our deposits and borrowings.  Our net interest margin is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding.  Changes in interest rates—up or down—could adversely affect our net interest margin and, as a result, our net interest income.  Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, causing our net interest margin to expand or contract.  Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates.  As a result, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets, causing our net interest margin to contract until the asset yields catch up.   Changes in the slope of the “yield curve”—or the spread between short-term and long-term interest rates—could also reduce our net interest margin.  Normally, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates.  Because our liabilities tend to be shorter in duration than our assets, when the yield curve flattens or even inverts, we could experience pressure on our net interest margin as our cost of funds increases relative to the yield we can earn on our assets.
 
Changes in interest rates also affect the value of the Bank’s interest-earning assets, and in particular the Bank’s securities portfolio.  Generally, the value of fixed-rate securities fluctuates inversely with changes in interest rates.  Unrealized gains and losses on securities available for sale are reported as a separate component of shareholder equity, net of tax.  Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on shareholders’ equity.
 
A return of recessionary conditions in our national economy and, in particular, local economy could continue to increase our level of nonperforming loans and/or reduce demand for our products and services, which would lead to lower revenue, higher loan losses and lower earnings.
 
 
8

 
Our business activities and earnings are affected by general business conditions in the United States and, in particular, our local market area as a result of our geographic concentration of lending activities. These conditions include short-term and long-term interest rates, inflation, unemployment levels, monetary supply, consumer confidence and spending, fluctuations in both debt and equity capital markets, and the strength of the economy in the United States generally, and in our market area in particular. Following a national home price peak in mid-2006, falling home prices and sharply reduced sales volumes, along with the collapse of the United States’ subprime mortgage industry in early 2007, significantly contributed to a recession that officially lasted until June 2009, although the effects continued thereafter. Dramatic declines in real estate values and high levels of foreclosures resulted in significant asset write-downs by financial institutions, which have caused many financial institutions to seek additional capital, to merge with other institutions and, in some cases, to fail. While our primary market area was not affected by the recessionary conditions as much as the United States generally, our primary market area was negatively impacted by the downturn in the economy and experienced increased unemployment levels.
 
Concerns over the United States’ credit rating (which was downgraded by Standard & Poor’s), the European sovereign debt crisis, and continued high unemployment in the United States, among other economic indicators, have contributed to increased volatility in the capital markets and diminished expectations for the economy. A return of recessionary conditions and/or continued negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. In particular, unlike larger financial institutions that are more geographically diversified, our profitability depends on the general economic conditions in our primary market area. Most of our loans are secured by real estate or made to businesses in the localities in which we have offices. As a result of this concentration, a prolonged or more severe downturn in the local economy could result in significant increases in nonperforming loans, which would negatively impact our interest income and result in higher provisions for loan losses, which would reduce our earnings. The economic downturn could also result in reduced demand for credit or fee-based products and services, which would negatively impact our revenues.
 
Local economic conditions are being increasingly impacted by the exploration of the Marcellus Shale natural gas exploration and drilling activities.
 
The economy in a large portion of our market areas has become increasingly influenced by the natural gas industry. Our market area is predominately centered in the Marcellus Shale natural gas exploration and drilling area.  These natural gas exploration and drilling activities have significantly impacted the overall interest in real estate in our market area due to the related lease and royalty revenues associated with it.  The natural gas activities have had a positive impact on the value of local real estate. Additionally, many of our customers provide transportation and other services and products that support natural gas exploration and production activities.  Moreover, we have experienced an increase in deposits as a result of this natural resource exploration and have developed products specifically targeting those that have benefited from this activity. Exploration and drilling of the natural gas reserves in the Marcellus Shale in our market area may be affected by federal, state and local laws and regulations such as restrictions on production, permitting, changes in taxes and environmental protection. In addition, these activities can be affected by the market price for natural gas. These factors could negatively impact our customers and, as a result, negatively impact our loan and deposit volume.  If there is a significant downturn in this industry, as a result of regulatory action or otherwise, the ability of our borrowers to repay their loans in accordance with their terms could be negatively impacted and/or reduce demand for loans. Finally, the borrowing needs of some of the residents in our market area have been limited due to the economic benefits afforded them as a result of the Marcellus Shale.  These factors could have a material adverse effect on our business, prospects, financial condition and results of operations.
 
Higher loan losses could require us to increase our allowance for loan losses through a charge to earnings.
 
When we loan money we incur the risk that our borrowers do not repay their loans. We reserve for loan losses by establishing an allowance through a charge to earnings. The amount of this allowance is based on our assessment of loan losses inherent in our loan portfolio. The process for determining the amount of the allowance is critical to our financial results and condition. It requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of our borrowers to repay their loans. We might underestimate the loan losses inherent in our loan portfolio and have loan losses in excess of the amount reserved. We might increase the allowance because of changing economic conditions. For example, in a rising interest rate environment, borrowers with adjustable-rate loans could see their payments increase. There may be a significant increase in the number of borrowers who are unable or unwilling to repay their loans, resulting in our charging off more loans and increasing our allowance. In addition, when real estate values decline, the potential severity of loss on a real estate-secured loan can increase significantly, especially in the case of loans with high combined loan-to-value ratios. A decline in the national economy and the local economies of the areas in which the loans are concentrated could result in an increase in loan delinquencies, foreclosures or repossessions resulting in increased charge-off amounts and the need for additional loan loss allowances in future periods. In addition, our determination as to the amount of our allowance for loan losses is subject to review by our primary regulator, the FRB, as part of its examination process, which may result in the establishment of an additional allowance based upon the judgment of the FRB after a review of the information available at the time of its examination. Our allowance for loan losses amounted to $6.8 million, or 1.35% of total loans outstanding and 79.1% of nonperforming loans, at December 31, 2012. Our allowance for loan losses at December 31, 2012 may not be sufficient to cover future loan losses. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would decrease our earnings. In addition, at December 31, 2012, we had a total of 18 loan relationships with outstanding balances that exceeded $3.0 million, 17 of which were performing according to their original terms. However, the deterioration of one or more of these loans could result in a significant increase in our nonperforming loans and our provision for loan losses, which would negatively impact our results of operations.
 
9

 
 
Our emphasis on commercial real estate, agricultural, construction and municipal lending may expose us to increased lending risks.
 
At December 31, 2012, we had $176.7 million in loans secured by commercial real estate, $18.0 million in agricultural loans, $12.0 million in construction loans and $59.2 million in municipal loans. Commercial real estate loans, agricultural, construction and municipal loans represented 35.2%, 3.6%, 2.4% and 11.8%, respectively, of our loan portfolio.  At December 31, 2012, we had $4.7 million of reserves specifically allocated to these loan types.  While commercial real estate, agricultural, construction and municipal loans are generally more interest rate sensitive and carry higher yields than do residential mortgage loans, these types of loans generally expose a lender to greater risk of non-payment and loss than single-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers and, for construction loans, the accuracy of the estimate of the property’s value at completion of construction and the estimated cost of construction.  Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to single-family residential mortgage loans.
 
If we conclude that the decline in value of any of our investment securities is other than temporary, we are required to write down the value of that security through a charge to earnings.
 
We review our investment securities portfolio monthly and at each quarter-end reporting period to determine whether the fair value is below the current carrying value. When the fair value of any of our investment securities has declined below its carrying value, we are required to assess whether the decline is other than temporary. If we conclude that the decline is other than temporary, we are required to write down the value of that security through a charge to earnings. As of December 31, 2012, our investment portfolio included available for sale investment securities with a carrying value of $300.0 million and a fair value of $310.3 million, which included unrealized losses on 25 securities totaling $344,000.  Changes in the expected cash flows of these securities and/or prolonged price declines may result in our concluding in future periods that the impairment of these securities is other than temporary, which would require a charge to earnings to write down theses securities to their fair value. Any charges for other-than-temporary impairment would not impact cash flow, tangible capital or liquidity.
 
Income from secondary mortgage market operations is volatile, and we may incur losses or charges with respect to our secondary mortgage market operations which would negatively affect our earnings.
 
We generally sell in the secondary market the longer term fixed-rate residential mortgage loans that we originate, earning non-interest income in the form of gains on sale. When interest rates rise, the demand for mortgage loans tends to fall and may reduce the number of loans available for sale. In addition to interest rate levels, weak or deteriorating economic conditions also tend to reduce loan demand. Although we sell loans in the secondary market without recourse, we are required to give customary representations and warranties to the buyers. If we breach those representations and warranties, the buyers can require us to repurchase the loans and we may incur a loss on the repurchase. Because we generally retain the servicing rights on the loans we sell in the secondary market, we are required to record a mortgage servicing right asset, which we test annually for impairment. The value of mortgage servicing rights tends to increase with rising interest rates and to decrease with falling interest rates. If we are required to take an impairment charge on our mortgage servicing rights our earnings would be adversely affected.
 
 
10

 
The Company’s financial condition and results of operations are dependent on the economy in the Bank’s market area.
 
The Bank’s primary market area consists of the Pennsylvania Counties of Bradford, Potter, and Tioga in North Central Pennsylvania and Allegany, Steuben, Chemung and Tioga Counties in Southern New York.  As of December 31, 2012, management estimates that approximately 92.8% of deposits and 81.6% of loans came from households whose primary address is located in the Bank’s market area.  Because of the Bank’s concentration of business activities in its market area, the Company’s financial condition and results of operations depend upon economic conditions in its market area.  Adverse economic conditions in our market area could reduce our growth rate, affect the ability of our customers to repay their loans and generally affect our financial condition and results of operations.  Conditions such as inflation, recession, unemployment, high interest rates and short money supply and other factors beyond our control may adversely affect our profitability.  We are less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies.  Any sustained period of increased payment delinquencies, foreclosures or losses caused by adverse market or economic conditions in the States of Pennsylvania and New York could adversely affect the value of our assets, revenues, results of operations and financial condition.  Moreover, we cannot give any assurance we will benefit from any market growth or favorable economic conditions in our primary market areas if they do occur.
 
Financial reform legislation enacted by Congress will, among other things, tighten capital standards, create a new Consumer Financial Protection Bureau and result in new laws and regulations that are expected to increase our costs of operations.
 
The Dodd-Frank Act has and will continue to change the current bank regulatory structure and affect the lending, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires the FRB to set minimum capital levels for bank holding companies that are as stringent as those required for insured depository institutions, and the components of Tier 1 capital would be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions. The legislation also establishes a floor for capital of insured depository institutions that cannot be lower than the standards in effect today, and directs the federal banking regulators to implement new leverage and capital requirements within 18 months of the date of enactment of the Dodd-Frank Act that take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives.
 
The Dodd-Frank Act also created a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10.0 billion in assets. Banks and savings institutions with $10.0 billion or less in assets will be examined by their applicable bank regulators.
 
In addition, the Dodd-Frank Act increased stockholder influence over boards of directors by requiring certain public companies to give stockholders a nonbinding vote on executive compensation and so-called “golden parachute” payments, and by authorizing the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate and solicit votes for their own candidates using a company’s proxy materials.
 
Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years. While it is difficult to anticipate the overall impact of the Dodd-Frank Act on us and the financial service industry, it is expected that at a minimum it will increase our operating costs.
 
The Company and the Bank operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.
 
 
11

 
The Bank is subject to extensive regulation, supervision and examination by the FRB and the PDB, our chartering authorities, and by the FDIC, as insurer of its deposits.  The Company is subject to regulation and supervision by the FRB.  Such regulation and supervision govern the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and for the depositors and borrowers of the Bank.  The regulation and supervision by the FRB, PDB and the FDIC are not intended to protect the interests of investors in the Company’s common stock.  Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses.  Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.
 
Strong competition within the Bank’s market area could hurt profits and slow growth.
 
The Bank faces intense competition both in making loans and attracting deposits.  This competition has made it more difficult for the Bank to make new loans and at times has forced the Bank to offer higher deposit rates.  Price competition for loans and deposits might result in the Bank earning less on loans and paying more on deposits, which would reduce net interest income.  Competition also makes it more difficult to increase loans and deposits.  As of June 30, 2012, which is the most recent date for which information is available, for those counties in which the Bank has branches, we held 34.4% of the deposits in Bradford, Potter and Tioga Counties, Pennsylvania, which was the second largest share of deposits out of eight financial institutions with offices in the area, and 7.3% of the deposits in Allegany County, New York, which was the third largest share of deposits out of five financial institutions with offices in this area.  Competition also makes it more difficult to hire and retain experienced employees.  Some of the institutions with which the Bank competes have substantially greater resources and lending limits than the Bank has and may offer services that the Bank does not provide.  Management expects competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry.  The Bank’s profitability depends upon its continued ability to compete successfully in its market area.
 
We rely on our management and other key personnel, and the loss of any of them may adversely affect our operations.
 
We are and will continue to be dependent upon the services of our executive management team. In addition, we will continue to depend on our ability to retain and recruit key commercial loan officers. The unexpected loss of services of any key management personnel or commercial loan officers could have an adverse effect on our business and financial condition because of their skills, knowledge of our market, years of industry experience and the difficulty of promptly finding qualified replacement personnel.
 
Environmental liability associated with lending activities could result in losses.
 
In the course of our business, we may foreclose on and take title to properties securing our loans.  If hazardous substances were discovered on any of these properties, we could be liable to governmental entities or third parties for the costs of remediation of the hazard, as well as for personal injury and property damage.  Many environmental laws can impose liability regardless of whether we knew of, or were responsible for, the contamination.  In addition, if we arrange for the disposal of hazardous or toxic substances at another site, we may be liable for the costs of cleaning up and removing those substances from the site even if we neither own nor operate the disposal site.  Environmental laws may require us to incur substantial expenses and may materially limit use of properties we acquire through foreclosure, reduce their value or limit our ability to sell them in the event of a default on the loans they secure.  In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability.
 
Our ability to pay dividends is limited by law.
 
Our ability to pay dividends to our shareholders largely depends on our receipt of dividends from the Bank. The amount of dividends that the Bank may pay to us is limited by federal and state laws and regulations. We also may decide to limit the payment of dividends even when we have the legal ability to pay them in order to retain earnings for use in our business.
 
Federal and state banking laws, our articles of incorporation and our by-laws may have an anti-takeover effect.
 
Federal law imposes restrictions, including regulatory approval requirements, on persons seeking to acquire control over us.  Pennsylvania law also has provisions that may have an anti-takeover effect.  These provisions may serve to entrench management or discourage a takeover attempt that shareholders consider to be in their best interest or in which they would receive a substantial premium over the current market price.
 
 
12

 
We are subject to certain risks in connection with our use of technology
 
Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, our general ledger, our deposits, and our loans. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber attacks that could have a security impact.
 
In addition, breaches of security may occur through intentional or unintentional acts by those having authorized or unauthorized access to our confidential or other information or the confidential or other information of our customers, clients, or counterparties. If one or more of such events were to occur, the confidential and other information processed and stored in, and transmitted through, our computer systems and networks could potentially be jeopardized, or could otherwise cause interruptions or malfunctions in our operations or the operations of our customers, clients, or counterparties. This could cause us significant reputational damage or result in our experiencing significant losses.
 
Furthermore, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. Also, we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance we maintain.
 
In addition, we routinely transmit and receive personal, confidential, and proprietary information by e-mail and other electronic means. We have discussed and worked with our customers, clients, and counterparties to develop secure transmission capabilities, but we do not have, and may be unable to put in place, secure capabilities with all of these constituents, and we may not be able to ensure that these third parties have appropriate controls in place to protect the confidentiality of such information. Any interception, misuse, or mishandling of personal, confidential, or proprietary information being sent to or received from a customer, client, or counterparty could result in legal liability, regulatory action, and reputational harm, and could have a significant adverse effect on our competitive position, financial condition, and results of operations.
 
ITEM 1B – UNRESOLVED STAFF COMMENTS.
 
Not applicable.
 
ITEM 2 – PROPERTIES.
 
The headquarters of the Company and Bank are located at 15 South Main Street, Mansfield, Pennsylvania. The building contains the central offices of the Company and Bank. Our bank owns fourteen banking facilities, leases five other facilities and owns an additional vacant property for a possible future branch expansion. All buildings owned by the Bank are free of any liens or encumbrances.
 
The net book value of owned banking facilities and leasehold improvements totaled $10,774,000 as of December 31, 2012.  The properties are adequate to meet the needs of the employees and customers. We have equipped all of our facilities with current technological improvements for data processing.
 
ITEM 3 - LEGAL PROCEEDINGS.
 
The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business.  Such routine legal proceedings in the aggregate are believed by management to be immaterial to the Company's financial condition or results of operations.

 
13

 
ITEM 4 – MINE SAFETY DISCLOSURES
 
Not applicable.
 
 

 

 
14

 

 
PART II
 
ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
The Company's stock is not listed on any stock exchange, but it is quoted on the OTC Bulletin Board under the trading symbol CZFS.  Prices presented in the table below are bid prices between broker-dealers published by the OTC Bulletin Board and the Pink Sheets Electronic Quotation Service.  The prices do not include retail markups or markdowns or any commission to the broker-dealer.  The bid prices do not necessarily reflect prices in actual transactions.  Cash dividends are declared on a quarterly basis and are summarized in the table below (also see dividend restrictions in Note 15 of the consolidated financial statements).
 
 
Dividends
   
Dividends
 
2012
declared
2011
declared
 
High
Low
per share
High
Low
per share
First quarter
 $      36.39
 $      33.42
 $      0.295
 $    45.00
 $     35.00
 $        0.260
Second quarter
         41.09
         35.64
         0.300
       38.01
        36.50
           0.265
Third quarter
         46.00
         39.31
         0.300
       40.00
        33.00
           0.265
Fourth quarter
         46.01
         41.75
         0.685
       36.65
        32.75
           0.370
 
The Company has paid dividends since April 30, 1984, the effective date of our formation as a bank holding company. The dividends paid in 2012 include an acceleration of 2013’s first quarter dividend, which amounted to $0.38 per share. The dividend was accelerated to benefit the Company’s shareholders that could have been significantly impacted by issues in Washington D.C. regarding the very complex fiscal cliff tax issues that were not resolved until the final hours of 2012. The Company's Board of Directors expects that comparable cash dividends will continue to be paid by the Company in the future; however, future dividends necessarily depend upon earnings, financial condition, appropriate legal restrictions and other factors in existence at the time the Board of Directors considers a dividend policy. Cash available for dividend distributions to stockholders of the Company comes primarily from dividends paid to the Company by the Bank. Therefore, restrictions on the ability of the Bank to make dividend payments are directly applicable to the Company.  Under the Pennsylvania Business Corporation Law of 1988, the Company may pay dividends only if, after payment, the Company would be able to pay debts as they become due in the usual course of our business and total assets will be greater than the sum of total liabilities.  These regulatory policies could affect the ability of the Company to pay dividends or otherwise engage in capital distributions. Also see “Supervision and Regulation – Regulatory Restrictions on Bank Dividends,” “Supervision and Regulation – Holding Company Regulation,” and “Note 15 – Regulatory Matter” to the consolidated financial statements.
 
The Company distributed a 1% stock dividend on July 27, 2012 to all shareholders of record as of July 20, 2012.
 
As of February 28, 2013, the Company had approximately 1,555 stockholders of record.  The computation of stockholders of record excludes investors whose shares were held for them by a bank or broker at that date. The following table presents information regarding the Company’s stock repurchases during the three months ended December 31, 2012:
 
Period
Total Number of
Shares (or units
Purchased)
Average Price Paid
per Share (or Unit)
Total Number of Shares (or
Units) Purchased as Part of
Publicly Announced Plans of
Programs
Maximum Number (or
Approximate Dollar Value) of
Shares (or Units) that May Yet Be
Purchased Under the Plans or
Programs (1)
         
10/1/12 to 10/31/12
                                -
                              -
                                         -
                             135,685
11/1/12 to 11/30/12
                      16,111
$43.92
                               16,111
                             119,574
12/1/12 to 12/31/12
                                -
                              -
                                         -
                             119,574
Total
                      16,111
$43.92
                               16,111
                             119,574
 

 
 
(1)  
On January 17, 2012, the Company announced that the Board of Directors authorized the Company to repurchase up to 140,000 shares.  The repurchases will be conducted through open-market purchases or privately negotiated transactions and will be made from time to time depending on market conditions and other factors.  No time limit was placed on the duration of the share repurchase program.  Any repurchased shares will be held as treasury stock and will be available for general corporate purposes.
 
 
15

 
Set forth below is a line graph comparing the yearly dollar changes in the cumulative shareholder return on the Company’s common stock against the cumulative total return of the S&P 500 Stock index, NASDAQ Bank Index, and SNL Mid-Atlantic Bank Index for the period of six fiscal years assuming the investment of $100.00 on December 31, 2006 and assuming the reinvestment of dividends. The shareholder return shown on the graph below is not necessarily indicative of future performance and was obtained from SNL Financial LC, Charlottesville, VA.
 
 
 
 
   
Period Ending
   
Index
12/31/06
12/31/07
12/31/08
12/31/09
12/31/10
12/31/11
12/31/12
Citizens Financial Services, Inc.
100.00
93.40
96.45
134.90
203.38
197.59
258.60
S&P 500
100.00
105.49
66.46
84.05
96.71
98.76
114.56
SNL Bank NASDAQ
100.00
78.51
57.02
46.25
54.57
48.42
57.71
SNL Mid-Atlantic Bank
100.00
75.62
41.66
43.85
51.16
38.43
51.49
SNL Bank $500M-$1B
100.00
80.13
51.35
48.90
53.38
46.96
60.21
 

 
 
 
16

 
ITEM 6 - SELECTED FINANCIAL DATA.
 
 
The following table sets forth certain financial data as of and for each of the years in the five year period ended December 31, 2012:
 
(in thousands, except share data)
2012
2011
2010
2009
2008
Interest income
 $     38,085
 $     38,293
 $    39,000
 $     38,615
 $     37,238
Interest expense
          7,659
          9,683
        11,340
        13,231
        14,058
Net interest income
        30,426
        28,610
        27,660
        25,384
        23,180
Provision for loan losses
              420
              675
          1,255
              925
              330
Net interest income after provision
         
  for loan losses
        30,006
        27,935
        26,405
        24,459
        22,850
Non-interest income
          7,233
          6,582
          6,197
          5,959
          5,325
Investment securities gains (losses), net
              604
              334
                99
              139
         (4,089)
Non-interest expenses
        19,297
        18,409
        18,043
        18,010
        15,957
Income before provision for income taxes
        18,546
        16,442
        14,658
        12,547
          8,129
Provision for income taxes
          4,331
          3,610
          3,156
          2,683
          1,224
Net income
 $     14,215
 $     12,832
 $    11,502
 $       9,864
 $       6,905
           
Per share data:
         
Net income – Basic (1)
 $         4.88
 $         4.36
 $         3.90
 $         3.33
 $         2.33
Net income - Diluted (1)
          4.88
         4.36
         3.90
         3.33
         2.33
Cash dividends declared (1)
             1.58
             1.15
            1.07
             1.00
             0.95
Stock dividend
1%
1%
1%
1%
1%
Book value (1) (2)
          29.27
          26.11
          22.93
          20.12
          17.82
           
End of Period Balances:
         
Total assets
 $  882,427
 $  878,567
 $  812,526
 $  729,477
 $  668,612
Total investments
      310,252
      318,823
     251,303
      198,582
      174,139
Loans
      502,463
      487,509
     473,517
      456,384
      432,814
Allowance for loan losses
          6,784
          6,487
          5,915
          4,888
          4,378
Total deposits
      737,096
      733,993
     680,711
      605,559
      546,680
Total borrowings
        46,126
        53,882
        55,996
        54,115
        61,204
Stockholders' equity
        89,475
        81,468
        68,690
        61,527
        52,770
           
Key Ratios
         
Return on assets (net income to average total assets)
1.62%
1.52%
1.50%
1.42%
1.13%
Return on equity (net income to average total equity)
17.48%
17.86%
18.13%
17.65%
13.51%
Equity to asset ratio (average equity to average total assets,
         
  excluding other comprehensive income)
9.26%
8.49%
8.25%
8.02%
8.33%
Net interest margin
3.99%
3.94%
4.19%
4.23%
4.36%
Efficiency
46.10%
46.23%
47.96%
51.91%
50.91%
Dividend payout ratio (dividends declared divided by net income)
32.37%
26.30%
27.50%
29.92%
40.77%
Tier 1 leverage
9.70%
8.83%
8.32%
8.15%
7.91%
Tier 1 risk-based capital
16.21%
14.94%
13.72%
12.69%
12.02%
Total risk-based capital
17.50%
16.23%
14.97%
13.77%
13.06%
Nonperforming assets/total loans
1.83%
2.11%
2.80%
1.55%
0.73%
Nonperforming loans/total loans
1.71%
1.94%
2.65%
1.48%
0.60%
Allowance for loan losses/total loans
1.35%
1.33%
1.25%
1.07%
1.01%
Net charge-offs/average loans
0.02%
0.02%
0.05%
0.09%
0.04%
           
(1) Amounts were retroactively adjusted to reflect stock dividends. 
       
(2) Calculation excludes accumulated other comprehensive income.
       
 
 
17

 
ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
CAUTIONARY STATEMENT
 
We have made forward-looking statements in this document, and in documents that we incorporate by reference, that are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the Bank, First Citizens Insurance Agency, Inc. or the Company on a consolidated basis. When we use words such as “believes,” “expects,” “anticipates,” or similar expressions, we are making forward-looking statements.  Forward-looking statements may prove inaccurate. For a variety of reasons, actual results could differ materially from those contained in or implied by forward-looking statements:
 
 
·
Interest rates could change more rapidly or more significantly than we expect.
 
·
The economy could change significantly in an unexpected way, which would cause the demand for new loans and the ability of borrowers to repay outstanding loans to change in ways that our models do not anticipate.
 
·
The stock and bond markets could suffer a significant disruption, which may have a negative effect on our financial condition and that of our borrowers, and on our ability to raise money by issuing new securities.
 
·
It could take us longer than we anticipate implementing strategic initiatives designed to increase revenues or manage expenses, or we may be unable to implement those initiatives at all.
 
·
Acquisitions and dispositions of assets could affect us in ways that management has not anticipated.
 
·
We may become subject to new legal obligations or the resolution of litigation may have a negative effect on our financial condition.
 
·
We may become subject to new and unanticipated accounting, tax, or regulatory practices or requirements.
 
·
We could experience greater loan delinquencies than anticipated, adversely affecting our earnings and financial condition.  We could also experience greater losses than expected due to the ever increasing volume of information theft and fraudulent scams impacting our customers and the banking industry.
 
·
We could lose the services of some or all of our key personnel, which would negatively impact our business because of their business development skills, financial expertise, lending experience, technical expertise and market area knowledge.
 
·
Exploration and drilling of the natural gas reserves in the Marcellus Shale in our market area may be affected by federal, state and local laws and regulations such as restrictions on production, permitting, changes in taxes and environmental protection, which could negatively impact our customers and, as a result, negatively impact our loan and deposit volume and loan quality.
 
·
Similarly, customers dependent on the exploration and drilling of the natural gas reserves may be dependent on the market price of natural gas.  As a result, decreases in the market price of natural gas could also negatively impact our customers.
 
Additional factors are discussed in this Annual Report on Form 10-K under “Item 1A. Risk Factors.”  These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Forward-looking statements speak only as of the date they are made and the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date of the forward-looking statements or to reflect the occurrence of unanticipated events. Accordingly, past results and trends should not be used by investors to anticipate future results or trends.
 
INTRODUCTION
 
The following is management’s discussion and analysis of the significant changes in financial condition, the results of operations, capital resources and liquidity presented in its accompanying consolidated financial statements for the Company. Our Company’s consolidated financial condition and results of operations consist almost entirely of the Bank’s financial condition and results of operations. Management’s discussion and analysis should be read in conjunction with the audited consolidated financial statements and related notes. Except as noted, tabular information is presented in thousands of dollars.
 
Our Company currently engages in the general business of banking throughout our service area of Potter, Tioga and Bradford counties in North Central Pennsylvania and Allegany, Steuben, Chemung, and Tioga counties in Southern New York. We maintain our central office in Mansfield, Pennsylvania. Presently we operate 20 banking facilities, 17 of which operate as bank branches.  In Pennsylvania, these offices are located in Mansfield, Blossburg, Ulysses, Genesee, Wellsboro, Troy, Sayre, Canton, Gillett, Millerton, LeRaysville, Towanda, Rome, the Wellsboro Weis Market store and the Mansfield Wal-Mart Super Center.  In New York, our office is in Wellsville.  We also have loan production offices in Lock Haven and Dallas, Pennsylvania.
 
 
18

 
Risk identification and management are essential elements for the successful management of the Company.  In the normal course of business, the Company is subject to various types of risk, including interest rate, credit, liquidity and regulatory risk.
 
Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the direction and frequency of changes in interest rates.  Interest rate risk results from various re-pricing frequencies and the maturity structure of the financial instruments owned by the Company.  The Company uses its asset/liability and funds management policies to control and manage interest rate risk.
 
Credit risk represents the possibility that a customer may not perform in accordance with contractual terms.  Credit risk results from loans with customers and the purchasing of securities.  The Company’s primary credit risk is in the loan portfolio.  The Company manages credit risk by adhering to an established credit policy and through a disciplined evaluation of the adequacy of the allowance for loan losses.  Also, the investment policy limits the amount of credit risk that may be taken in the investment portfolio.
 
Liquidity risk represents the inability to generate or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers and obligations to depositors.  The Company has established guidelines within its asset/liability and funds management policy to manage liquidity risk.  These guidelines include, among other things, contingent funding alternatives.
 
Reputational risk, or the risk to our business, earnings, liquidity, and capital from negative public opinion, could result from our actual or alleged conduct in a variety of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, ethical issues, or inadequate protection of customer information. We expend significant resources to comply with regulatory requirements. Failure to comply could result in reputational harm or significant legal or remedial costs. Damage to our reputation could adversely affect our ability to retain and attract new customers, and adversely impact our earnings and liquidity.
 
Regulatory risk represents the possibility that a change in law, regulations or regulatory policy may have a material effect on the business of the Company and its subsidiary.  We cannot predict what legislation might be enacted or what regulations might be adopted, or if adopted, the effect thereof on our operations.  We cannot anticipate additional requirements or additional compliance efforts regarding the Bank Secrecy Act, Dodd-Frank Act or USA Patriot Act, or regulatory burdens regarding the ever increasing information theft and fraudulent activities impacting our customers and the banking industry in general.
 
Readers should carefully review the risk factors described in other documents our Company files with the SEC, including the annual reports on Form 10-K, the quarterly reports on Form 10-Q and any current reports on Form 8-K filed by us.
 
TRUST AND INVESTMENT SERVICES; OIL AND GAS SERVICES
 
Our Investment and Trust Division is committed to helping our customers meet their financial goals.  The Trust Division offers professional trust administration, investment management services, estate planning and administration, custody of securities and individual retirement accounts.  Assets held by the Bank in a fiduciary or agency capacity for its customers are not included in the consolidated financial statements since such items are not assets of the Bank. As of December 31, 2012 and 2011, non-deposit investment products under management totaled $92.0 million and $78.1 million, respectively.  Additionally, as summarized in the table below, the Trust Department had assets under management as of December 31, 2012 and 2011 of $105.6 million and $94.7 million, respectively.  The increase in assets under management is due to changing market valuations of approximately $5.9 million and net new additions of accounts of $5.0 million.

 
19

 

(market values - in thousands)
    2012
2011
INVESTMENTS:
   
Bonds
 $         18,848
 $         20,688
Stock
            23,811
            21,500
Savings and Money Market Funds
            15,521
            18,411
Mutual Funds
            46,106
            32,780
Mortgages
                 558
                 723
Real Estate
                 670
                 570
Miscellaneous
                   40
                      -
Cash
                      -
                      -
TOTAL
 $       105,554
 $         94,672
ACCOUNTS:
   
Trusts
            27,313
            27,485
Guardianships
                 982
                 648
Employee Benefits
            37,588
            33,022
Investment Management
            39,647
            30,623
Custodial
                   24
              2,894
TOTAL
 $       105,554
 $         94,672

Our financial consultants offer full service brokerage services throughout the Bank’s market area.  Appointments can be made at any Bank branch.  The financial consultants provide financial planning which includes mutual funds, annuities, health and life insurance.  These products are made available through our insurance subsidiary, First Citizens Insurance Agency, Inc.
 
In addition to the trust and investment services offered we have created an oil and gas division, which serves as a network of experts to assist our customers through various oil and gas specific leasing matters from lease negotiations to establishing a successful approach to personal wealth management.  We have partnered with a professional firm to provide mineral management expertise and services to customers in our market who have been impacted by the Marcellus Shale exploration and drilling activities. Through this relationship, we are able to assist customers negotiate lease payments and royalty percentages, resolve leasing issues, account for and ensure the accuracy of royalty checks, distribute revenue to satisfy investment objectives and provide customized reports outlining payment and distribution information.
 
RESULTS OF OPERATIONS
 
Net income for the twelve months ended December 31, 2012 was $14,215,000, which represents an increase of $1,383,000, or 10.8%, when compared to the 2011 related period.  Net income for the twelve months ended December 31, 2011 was $12,832,000, which represents an increase of $1,330,000, or 11.6%, when compared to the 2010 related period.  Basic and diluted earnings per share were $4.88, $4.36, and $3.90 for the years ended 2012, 2011 and 2010, respectively.
 
Net income is influenced by five key components: net interest income, provision for loan losses, non-interest income, non-interest expenses, and the provision for income taxes.
 
Net Interest Income
 
The most significant source of revenue is net interest income; the amount of interest earned on interest-earning assets exceeding interest incurred on interest-bearing liabilities.  Factors that influence net interest income are changes in volume of interest-earning assets and interest-bearing liabilities as well as changes in the associated interest rates.
 
The following table sets forth our Company’s average balances of, and the interest earned or incurred on, each principal category of assets, liabilities and stockholders’ equity, the related rates, net interest income and rate “spread” created:
 
 
20

 
 
Analysis of Average Balances and Interest Rates (1)
     
 
2012
2011
 
2010
 
 
Average
 
Average
Average
 
Average
Average
 
Average
 
Balance
(1)
Interest
Rate
Balance
(1)
Interest
Rate
Balance
(1)
Interest
Rate
(dollars in thousands)
$
$
%
$
$
%
$
$
%
ASSETS
                 
Short-term investments:
                 
   Interest-bearing deposits at banks
      14,439
          21
0.15
   30,508
        81
0.27
   31,495
         90
0.29
Total short-term investments
     14,439
         21
0.15
   30,508
        81
0.27
   31,495
         90
0.29
Investment securities:
                 
  Taxable
   226,424
   4,592
2.03
  198,908
   4,630
2.33
  147,242
    4,923
3.34
  Tax-exempt (3)
     94,221
   5,608
5.95
   90,794
   5,555
6.12
   69,928
    4,463
6.38
  Total investment securities
   320,645
 10,200
3.18
  289,702
  10,185
3.52
  217,170
    9,386
4.32
Loans:
                 
  Residential mortgage loans
   183,408
 11,746
6.40
  181,394
  12,396
6.83
  192,294
  13,666
7.11
  Construction loans
     10,746
      605
5.63
     7,043
      437
6.20
     9,548
       588
6.16
  Commercial & agricultural loans
   235,073
 14,699
6.25
  223,586
  14,297
6.39
  208,596
  13,903
6.67
  Loans to state & political subdivisions
     57,247
   2,680
4.68
   52,113
   2,709
5.20
   46,719
    2,750
5.89
  Other loans
    10,348
        871
8.42
   10,836
      921
8.49
   11,463
       994
8.67
  Loans, net of discount (2)(3)(4)
  496,822
 30,601
6.16
  474,972
  30,760
6.48
  468,620
  31,901
6.81
Total interest-earning assets
   831,906
 40,822
4.91
  795,182
  41,026
5.16
  717,285
  41,377
5.77
Cash and due from banks
        3,736
   
     9,996
   
     9,537
   
Bank premises and equipment
    11,560
   
   12,121
   
   12,659
   
Other assets
    30,782
   
   28,816
   
   29,311
   
Total non-interest earning assets
     46,078
   
   50,933
   
   51,507
   
Total assets
  877,984
   
 846,115
   
  768,792
   
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Interest-bearing liabilities:
                 
  NOW accounts
   200,486
        791
       0.39
  190,810
      919
    0.48
  155,157
    1,020
      0.66
  Savings accounts
     84,558
        165
       0.20
   71,205
      195
   0.27
   55,241
       166
      0.30
  Money market accounts
    73,102
        316
       0.43
   57,742
      299
    0.52
   46,878
       259
      0.55
  Certificates of deposit
   290,710
   4,841
       1.67
  312,284
  6,531
    2.09
 320,504
    8,115
      2.53
Total interest-bearing deposits
  648,856
   6,113
       0.94
 632,041
   7,944
    1.26
  577,780
    9,560
      1.65
Other borrowed funds
    52,484
   1,546
       2.95
   55,483
   1,739
    3.13
   54,071
    1,780
      3.29
Total interest-bearing liabilities
   701,340
   7,659
       1.09
  687,524
   9,683
    1.41
  631,851
  11,340
      1.79
Demand deposits
    85,890
   
   79,086
   
   65,654
   
Other liabilities
        9,430
   
     7,637
   
     7,841
   
Total non-interest-bearing liabilities
     95,320
   
   86,723
   
   73,495
   
Stockholders' equity
    81,324
   
   71,868
   
   63,446
   
Total liabilities & stockholders' equity
  877,984
   
 846,115
   
 768,792
   
Net interest income
 
 33,163
   
 31,343
   
  30,037
 
Net interest spread (5)
   
3.82%
   
3.75%
   
3.98%
Net interest income as a percentage
                 
  of average interest-earning assets
   
3.99%
   
3.94%
   
4.19%
Ratio of interest-earning assets
                 
  to interest-bearing liabilities
   
  119%
   
 116%
   
114%
                   
(1) Averages are based on daily averages.
               
(2) Includes loan origination and commitment fees.
               
(3) Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison using
       
       a statutory federal income tax rate of 34%.
           
(4) Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets.
   
(5) Interest rate spread represents the difference between the average rate earned on interest-earning assets
   
      and the average rate paid on interest-bearing liabilities.
             
 
 
21

 

Tax exempt interest revenue is shown on a tax-equivalent basis for proper comparison using a statutory, federal income tax rate of 34%.  For purposes of the comparison, as well as the discussion that follows, this presentation facilitates performance comparisons between taxable and tax-free assets by increasing the tax-free income by an amount equivalent to the Federal income taxes that would have been paid if this income were taxable at the 34% Federal statutory rate.  Accordingly, tax equivalent adjustments for investments and loans have been made accordingly to the previous table for the years ended December 31, 2012, 2011 and 2010, respectively (in thousands):
 

 
2012
2011
2010
Interest and dividend income from investment
     
    securities and short-term investments (non-tax adjusted)
 $          8,315
 $          8,377
 $        7,958
Tax equivalent adjustment
             1,906
             1,889
           1,518
Interest and dividend income from investment
     
    securities and short-term investments (non-tax adjusted)
 $        10,221
 $        10,266
 $        9,476
       
       
 
2012
2011
2010
Interest and fees on loans (non-tax adjusted)
 $        29,770
 $        29,916
 $      31,042
Tax equivalent adjustment
                831
                844
              859
Interest and fees on loans (tax equivalent basis)
 $        30,601
 $        30,760
 $      31,901
       
       
 
2012
2011
2010
Total interest income
 $        38,085
 $        38,293
 $      39,000
Total interest expense
             7,659
             9,683
         11,340
Net interest income
           30,426
           28,610
         27,660
Total tax equivalent adjustment
             2,737
             2,733
           2,377
Net interest income (tax equivalent basis)
 $        33,163
 $        31,343
 $      30,037

The following table shows the tax-equivalent effect of changes in volume and rates on interest income and expense (in thousands):

 
22

 
 
Analysis of Changes in Net Interest Income on a Tax-Equivalent Basis (1)
 
 
 2012 vs. 2011 (1)
 2011 vs. 2010 (1)
 
 Change in
 Change
 Total
 Change in
 Change
 Total
 
 Volume
 in Rate
 Change
 Volume
 in Rate
 Change
Interest Income:
           
Short-term investments:
           
  Interest-bearing deposits at banks
 $            (32)
 $           (28)
 $           (60)
 $            (3)
 $             (6)
 $            (9)
Investment securities:
           
  Taxable
              598
            (636)
              (38)
          1,446
         (1,739)
           (293)
  Tax-exempt
              189
            (136)
               53
          1,268
            (176)
         1,092
Total investment securities
              787
            (772)
               15
          2,714
         (1,915)
            799
Total investment income
              755
            (800)
              (45)
          2,711
         (1,921)
            790
Loans:
           
  Residential mortgage loans
              140
            (790)
            (650)
           (757)
            (513)
        (1,270)
  Construction loans
              204
              (36)
             168
           (155)
                4
           (151)
  Commercial & agricultural loans
              706
            (304)
             402
            906
            (512)
            394
  Loans to state & political subdivisions
              253
            (282)
              (29)
            300
            (341)
             (41)
  Other loans
              (42)
               (8)
              (50)
             (54)
              (19)
             (73)
Total loans, net of discount
           1,261
         (1,420)
            (159)
            240
         (1,381)
        (1,141)
Total Interest Income
           2,016
         (2,220)
            (204)
          2,951
         (3,302)
           (351)
Interest Expense:
           
Interest-bearing deposits:
           
  NOW accounts
               49
            (177)
            (128)
            205
            (306)
           (101)
  Savings accounts
               55
              (85)
              (30)
              42
              (13)
              29
  Money Market accounts
               45
              (28)
               17
              55
              (15)
              40
  Certificates of deposit
             (428)
         (1,262)
         (1,690)
           (203)
         (1,381)
        (1,584)
Total interest-bearing deposits
             (279)
         (1,552)
         (1,831)
              99
         (1,715)
        (1,616)
Other borrowed funds
              (91)
            (102)
            (193)
              48
              (89)
             (41)
Total interest expense
             (370)
         (1,654)
         (2,024)
            147
         (1,804)
        (1,657)
Net interest income
 $        2,386
 $         (566)
 $        1,820
 $       2,804
 $       (1,498)
 $       1,306
             
 (1) The portion of total change attributable to both volume and rate changes, which cannot be separated, has been allocated proportionally to the change due to volume and the change due to rate prior to allocation.
 
2012 vs. 2011
 
Tax equivalent net interest income for 2012 was $33,163,000 compared with $31,343,000 for 2011, an increase of $1,820,000 or 5.8%. Total interest income decreased $204,000, as total investment income decreased $45,000 and loan interest income decreased $159,000.  The largest driver of the increase in net interest income was interest expense, as it decreased $2,024,000 from 2011.
 
Total tax equivalent interest income from investment securities increased $15,000 in 2012 from 2011.  The average balance of investment securities increased $30.9 million, which had an effect of increasing interest income by $787,000 due to volume.  The average tax-effected yield on our investment portfolio decreased from 3.52% in 2011 to 3.18% in 2012.  This had the effect of decreasing interest income by $772,000 due to rate, the majority of which was related to taxable securities whose yield decreased from 2.33% in 2011 to 2.03% in 2012. Due to the Federal Reserve announcement that rates would likely remain extremely low through late 2014, the Company’s investment strategy changed in 2012 compared to the strategy in place in 2011. The previous strategy employed by the Company had resulted in a relatively short duration in the investment portfolio. As a result of the Federal Reserve’s commitment to a low rate policy, the Company implemented a strategy to increase portfolio duration through the purchase of certain mortgage backed securities and longer term agencies to provide additional interest income. This strategy maintained a defensive posture to future rising rates by selecting securities that had limited extension risk.  By increasing duration with defensive securities the Bank was able to increase interest income with minimal additional interest rate risk. As part of implementing this strategy, in the first quarter of 2012, the Company purchased certain investment securities utilizing overnight borrowings, which were repaid in the second quarter as other investment securities matured or were called. We believe this strategy, while having a positive impact on 2012 earnings, will also provide us with cash flows in the next two to five years to reinvest when and if investment opportunities improve.
 
 
23

 
In total, loan interest income decreased $159,000 in 2012 from 2011.  The average balance of our loan portfolio increased by $21.9 million in 2012 compared to 2011, which resulted in an increase in interest income of $1,261,000 due to volume.  Offsetting this was a decrease in average yield on total loans from 6.48% in 2011 to 6.16% in 2012 resulting in a decrease in interest income of $1,420,000 due to rate.
 
Specifically, interest income on residential mortgage loans decreased $650,000. The majority of the decrease is a result of decrease of $790,000 attributable to rate as the average yield on residential mortgages decreased from 6.83% in 2011 to 6.40% in 2012. This was offset by an increase due to volume of $140,000, as the average balance of residential mortgage loans increased $2.0 million.  Due to continued, historically low mortgage interest rates on conforming mortgages throughout 2012, the Company decided to sell most conforming mortgage loans originated by the Bank to minimize interest rate risk in rising rate environments.  During 2012, conforming loans totaling $37,398,000 were originated and sold due to the continuing historically low residential mortgage rates offered during 2012. Currently, all loans sold by the Bank are sold without recourse, while retaining the servicing rights for the loans sold.
 
The average balance of construction loans increased $3.7 million from 2011 to 2012, which had a positive impact of $204,000 on interest income. This was offset by a decrease due to a reduction in yield of $36,000 as the average yield on construction loans decreased from 6.2% in 2011 to 5.63% in 2012. The average balance of commercial and agricultural loans increased $11.5 million from 2011 to 2012 which had a positive impact of $706,000 on total interest income due to volume.  We continue to focus on this segment of the loan portfolio, utilizing an experienced lending staff capable of servicing and solving our customers’ lending needs.  Offsetting these increases, the average yield on commercial and agricultural loans decreased from 6.39% in 2011 to 6.25% in 2012, decreasing interest income by $304,000. The decreasing yield was the result of competitive pressures to obtain and retain quality credits in the current economic environment. The average balance of loans to state and political subdivisions increased $5.1 million from 2012 to 2011 primarily as a result of municipalities in our area that continued to borrow funds to ensure compliance with U.S. Environmental Protection Agency laws and regulations impacting the Chesapeake Bay watershed. This had a positive impact of $253,000 on total interest income due to volume. Offsetting this, the average tax equivalent yield on loans to state and political subdivisions decreased from 5.20% in 2011 to 4.68% in 2012, decreasing interest income by $282,000. The decreasing yield was largely due to competitive pressures to obtain and retain quality credits in the current economic environment.
 
Total interest expense decreased $2,024,000 in 2012 compared to 2011.  The decrease is primarily attributable to a change in average rate from 1.41% in 2011 to 1.09% in 2012, which had the effect of decreasing interest expense by $1,654,000. The continued low interest rate environment prompted by the Federal Reserve and current economic conditions had the effect of decreasing our short-term borrowing costs as well as rates on all deposit products. While the Company’s rates on deposit products are below historical averages they are competitive with rates paid by other institutions in the marketplace. The average balance of interest bearing liabilities increased $13.8 million from 2011 to 2012. While in total the average balance liabilities increased, certificates of deposit and other borrowed funds decreased $21.6 million and $3.0 million, respectively, which resulted a decrease in interest expense due to volume of $370,000.
 
The average balance of certificates of deposit decreased $21.6 million causing a decrease in interest expense of $428,000.  In addition, there was a decrease in the average rate on certificates of deposit from 2.09% to 1.67% resulting in a decrease in interest expense of $1,262,000.  The average balance of other borrowed funds decreased $3.0 million causing a decrease in interest expense of $91,000. In addition, there was a decrease in the average rate on other borrowed funds from 3.13% to 2.95% resulting in a decrease in interest expense of $102,000.
 
 
24

 
Our net interest spread for 2012 was 3.82% compared to 3.75% in 2011.  The current economic situation has resulted in a flattening of the short term portion of the yield curve. Should long-term interest rates move in such a way that results in a further flattened or inverted yield curve, we would anticipate additional pressure on our margin.
 
2011 vs. 2010
 
Tax equivalent net interest income for 2011 was $31,343,000 compared with $30,037,000 for 2010, an increase of $1,306,000 or 4.3%. Most of this increase was due to a decrease in interest expense of $1,657,000. The average rate on interest bearing liabilities decreased from 1.79% to 1.41% in 2011, which had the effect of decreasing interest expense by $1,804,000. The increased volume of interest-bearing liabilities of $55.7 million generated an increase in interest expense of $147,000. The increased volume of interest earning assets of $77.9 million generated an increase in interest income of $2,951,000.  The average rate on interest earning assets decreased from 5.77% in 2010 to 5.16% in 2011, which had the effect of decreasing interest income by $3,302,000.
 
Total tax equivalent interest income from investment securities increased $799,000 in 2011 from 2010.  The average balance of investment securities increased $72.5 million, which had an effect of increasing interest income by $2,714,000 due to volume.  The average tax-effected yield on our investment portfolio decreased from 4.32% in 2010 to 3.52% in 2011.  This had the effect of decreasing interest income by $1,915,000 due to rate, the majority of which was related to taxable securities whose yield decreased from 3.34% in 2010 to 2.33% in 2011. The Company’s strategy in 2011 was to invest available funds primarily in shorter-term, one-time callable agency securities that offer higher coupon rates, as well as agency securities that mature in two to four years and longer term municipal securities. During 2011 as part of this strategy, we purchased $125.8 million of U.S. agency obligations and $27.9 million of municipal obligations.  While this strategy resulted in a decrease in the overall yield on our investments, it was implemented to stabilize the effective duration and average life of the portfolio in an upward rate environment.
 
Loan income decreased $1.1 million in 2011 from 2010.  The average balance of our loan portfolio increased by $6.4 million in 2011 compared to 2010 resulting in an increase in interest income of $240,000 due to volume.  Offsetting this was a decrease in yield on total loans from 6.81% in 2010 to 6.48% in 2011 resulting in a decrease in interest income of $1,381,000 due to rate.
 
Interest income on residential mortgage loans decreased $1,270,000, of which $757,000 was due to volume and $513,000 was due to rate. The average balance decreased $10.9 million due to the fact that more customers are qualifying for conforming loans which the Bank  typically sells, and local economic conditions related to the exploration of the Marcellus Shale, which reduced the borrowing needs of some of the residents in our primary market. Due to the lower rates typically associated with conforming mortgages, the Company sold a majority to minimize interest rate risk in rising rate environments. During 2011, conforming loans totaling $9,583,000 were originated and sold due to the continuing historically low residential mortgage rates offered during 2011. The average balance of construction loans decreased $2.5 million from 2010 to 2011. This had a negative impact of $155,000 on total interest income. The average balance of commercial and agricultural loans increased $15.0 million from 2010 to 2011.This had a positive impact of $906,000 on total interest income due to volume. Offsetting this, the average yield on commercial and agricultural loans decreased from 6.67% in 2010 to 6.39% in 2011, decreasing interest income by $512,000. The average balance of loans to state and political subdivisions increased $5.4 million from 2011 to 2010 primarily as a result of municipalities in our area borrowing funds to ensure compliance with U.S. Environmental Protection Agency laws and regulations impacting the Chesapeake Bay watershed. This had a positive impact of $300,000 on total interest income due to volume. Offsetting this, the average tax equivalent yield on loans to state and political subdivisions decreased from 5.89% in 2010 to 5.20% in 2011, decreasing interest income by $341,000.
 
Total interest expense decreased $1,657,000 in 2011 compared to 2010.  The decrease is primarily attributable to a change in rate from 1.79% in 2010 to 1.41% in 2011, which had the effect of decreasing interest expense by $1,804,000. The average balance of interest bearing liabilities increased $55.7 million from 2010 to 2011.  This had the effect of increasing interest expense by $147,000 due to volume.
 
The average balance of certificates of deposit decreased $8.2 million causing a decrease in interest expense of $203,000.  In addition, there was a decrease in the rate on certificates of deposit from 2.53% to 2.09% resulting in a decrease in interest expense of $1,381,000.  The average balance of NOW accounts also increased $35.7 million accounting for an increase of $205,000 in interest expense. The change in rate from 66 basis points to 48 basis points, contributed to an offset in interest expense of $306,000 resulting in an overall decrease of $101,000.
 
 
25

 
Our net interest spread for 2011 was 3.75% compared to 3.98% in 2010.
 
PROVISION FOR LOAN LOSSES
 
For the year ended December 31, 2012, we recorded a provision for loan losses of $420,000, which represents a decrease of $255,000 or 37.8% over the same time period in 2011.  The decrease in the provision for loan losses is the result of improving conditions of the Company’s loan portfolio and the current economic conditions in the Company’s primary market place, as of December 31, 2012, which have impacted management's quarterly review of the allowance for loan losses (see also “Financial Condition – Allowance for Loan Losses and Credit Quality Risk”).
 
For the year ended December 31, 2011, we recorded a provision for loan losses of $675,000, which represents a decrease of $580,000 or 46.2% over the same time period in 2010.  The decrease in the provision for loan losses was the result of improved conditions in the Company’s loan portfolio compared to 2010.
 
NON-INTEREST INCOME
 
The following table reflects non-interest income by major category for the periods ended December 31 (dollars in thousands):
 
 
    2012
    2011
    2010
Service charges
 $          4,475
 $          4,380
 $          3,997
Trust
                644
                665
                542
Brokerage and insurance
                392
                352
                439
Investment securities gains, net
                604
                334
                  99
Gains on loans sold
                759
                208
                341
Earnings on bank owned life insurance
                507
                498
                504
Other
                456
                479
                374
Total
 $          7,837
 $          6,916
 $          6,296

 
 2012/2011
 2011/2010
 
Change
Change
 
       Amount
       %
       Amount
       %
Service charges
 $               95
                 2.2
 $             383
                 9.6
Trust
                 (21)
                (3.2)
                123
               22.7
Brokerage and insurance
                  40
               11.4
                 (87)
              (19.8)
Investment securities gains, net
                270
               80.8
                235
             237.4
Gains on loans sold
                551
             264.9
               (133)
              (39.0)
Earnings on bank owned life insurance
                    9
                 1.8
                   (6)
                (1.2)
Other
                 (23)
                (4.8)
                105
               28.1
Total
 $             921
               13.3
 $             620
                 9.8
 
2012 vs. 2011
 
Non-interest income increased $921,000 in 2012 from 2011, or 13.3%.  We recorded investment securities gains totaling $604,000 compared with net gains of $334,000 in 2011. During 2012, we elected to sell four agency securities, thirteen mortgage backed securities, portions of an equity security and one municipal security for total gains of $604,000 due to favorable market conditions. During 2011, we elected to sell three agency securities, thirteen mortgage backed securities, portions of two equity securities and one municipal security for total gains of $461,000. We sold three municipal bonds, one equity security and one mortgage backed security for losses totaling $73,000. Additionally, we recorded an other than temporary impairment charge of $54,000 related to one equity security due to the magnitude of the loss in relation to the security’s cost basis.
 
 
26

 
Gains on loans sold increased $551,000 compared to last year, which is the result of the increased level of refinancing done in 2012 versus 2011. During 2012, due to the low rate interest rate environment, the Company sold $36.7 million of loans on the secondary market generating gains compared to $9.8 million of loans in 2011. Trust income decreased slightly in 2012 from 2011 due to a large estate settling in 2011 that resulted in significant revenues.
 
Service charge income increased by $95,000 in 2012 compared to 2011 and continues to be the Company’s primary source of non-interest income. Service charge fees related to customers’ usage of their debit cards increased by $49,000 and continues to become a larger percentage of service charge income as the Company is encouraging its customers to use their debit cards for making purchases by providing a deposit product that rewards customers for their usage. ATM income increased $31,000 in 2012 compared to 2011 due to a rate increase implemented midway through 2011 and additional usage of the Company’s ATM machines by non-customers. Part of the increased usage by non-customers is associated with an influx of temporary workers working for companies’ associated with the exploration of the Marcellus Shale who have not established permanent residency in the Company’s primary market. Finally, there was an increase in fees charged to customers for non-sufficient funds of $19,000. Management continues to monitor regulatory changes including the Dodd-Frank Act to determine the level of impact that these regulations will have on the Company.
 
2011 vs. 2010
 
Non-interest income increased $620,000 in 2011 from 2010, or 9.8%.  We recorded investment securities gains totaling $334,000 compared with net gains of $99,000 in 2010. During 2011, we elected to sell three agency securities, thirteen mortgage backed securities, portions of two equity securities and one municipal security for total gains of $461,000. We also sold three municipal bonds, one equity security and one mortgage backed security for losses totaling $73,000. We also recorded an other than temporary impairment charge of $54,000 related to one equity security due to the magnitude of the loss in relation to the security’s cost basis. During 2010, we elected to sell one U.S. Treasury note, three agency securities and one mortgage backed security for total gains of $99,000.  There were no sales in 2010 that resulted in a realized loss.
 
Service charge income increased by $383,000 in 2011 compared to 2010. Service charge fees related to customers’ usage of their debit cards increased by $333,000. ATM income increased $62,000 in 2011 compared to 2010. This was offset by a decrease in fees charged to customers for non-sufficient funds of $21,000. The decrease in fees charged to customers for non-sufficient funds was the result of changes to Regulation E effective for all of 2011 compared to only a portion of 2010.
 
Gains on loans sold decreased $133,000 compared to 2010, which is the result of the reduced level of refinancing done in 2011 versus 2010. Trust income increased in 2011 from 2010 due to a large estate settling in 2011. Other income increased $105,000 as a result of additional transferring the brokerage platform to a new vendor that resulted in other income of $38,000 to make up for any lost sales during the conversion and to cover certain conversion costs, and $37,000 of commissions by offering FHA and VA mortgage loans through a third party. Brokerage and insurance revenue decreased by $87,000 in 2011, as customers purchased fewer insurance products and performed fewer trades due the volatility experienced in the stock markets in 2011.
 
Non-interest Expenses
 
The following tables reflect the breakdown of non-interest expense by major category for the periods ended December 31 (dollars in thousands):
 
 
    2012
      2011
    2010
Salaries and employee benefits
 $       11,018
 $         9,996
 $         9,850
Occupancy
            1,265
            1,331
            1,219
Furniture and equipment
               411
               449
               454
Professional fees
               891
               744
               681
FDIC insurance
               468
               592
               950
ORE expenses
               164
               396
               310
Pennsylvania shares tax
               602
               541
               540
Other
            4,478
            4,360
            4,039
Total
 $       19,297
 $       18,409
 $       18,043
 
 
27

 

 
 
 2012/2011
 2011/2010
 
Change
Change
 
       Amount
       %
       Amount
       %
Salaries and employee benefits
 $         1,022
              10.2
 $            146
                1.5
Occupancy
               (66)
              (5.0)
               112
                9.2
Furniture and equipment
               (38)
              (8.5)
                 (5)
              (1.1)
Professional fees
               147
              19.8
                 63
                9.3
FDIC insurance
             (124)
            (20.9)
             (358)
            (37.7)
ORE expenses
             (232)
            (58.6)
                 86
              27.7
Pennsylvania shares tax
                 61
              11.3
                   1
                0.2
Other
               118
                2.7
               321
                7.9
Total
 $            888
                4.8
 $            366
                2.0
 
2012 vs. 2011
 
Non-interest expenses for 2012 totaled $19,297,000 which represents an increase of $888,000, compared with 2011 costs of $18,409,000.  Salary and benefit costs increased $1,022,000.  Base salaries and related payroll taxes increased $574,000, primarily due to merit increases and additional head count as a result of implementing portions of the Company’s strategic and expansion plans.  Full time equivalent staffing was 181 and 174 employees for 2012 and 2011, respectively. Incentive costs increased $38,000 compared to 2011 primarily due to the attainment of certain corporate goals and objectives.  Insurance costs for employees increased by $304,000 as a result of claims experience. Retirement expenses increased $94,000 compared to 2011 as a result of actuarial changes in the pension plan and increased salary levels utilized in the calculation of the supplemental executive retirement plan.
 
FDIC insurance decreased $124,000 in 2012 primarily due to changes in the FDIC assessment base and the assessment formula that was implemented during 2011 that was effective for all of 2012. Professional fees increased as a result fees and costs incurred in connection with the Bank’s charter conversion and simultaneous name change. ORE expenses decreased as a result of selling several properties for gains in 2012 compared to losses in 2011. In addition, as a result of the sales, holding costs for ORE properties were also lower in 2012.
 
2011 vs. 2010
 
Non-interest expenses for 2011 totaled $18,409,000 which represents an increase of $366,000, compared with 2010 costs of $18,043,000.  Salary and benefit costs increased $146,000.  Base salaries and related payroll taxes increased $394,000, primarily due to merit increases and additional head count.  Full time equivalent staffing was 174 and 168 employees for 2011 and 2010, respectively. Incentive costs increased $208,000 compared to 2010 primarily due to the attainment of certain corporate goals and objectives.  Insurance costs for employees decreased by $48,000 attributable to the Bank becoming self insured for employee health insurance expenses in May of 2010. Supplemental executive retirement plan (SERP) expenses decreased $287,000. Pension expense decreased by $43,000 compared to 2010, mostly attributable to an increase in the market value of plan assets during 2010 and the impact it had on the actuarial calculation of pension costs for 2011.
 
FDIC insurance decreased $358,000 in 2011 primarily due to changes in the FDIC assessment base and the assessment formula.
 
Occupancy expenses increased $112,000 primarily as a result of additional depreciation and real estate taxes on the new Wellsboro building and land purchased in Lock Haven. We also experienced increases in rental expense for the new office located in Rome, Pennsylvania and the loan production office in Lock Haven, Pennsylvania. Finally, we experienced an increase in utility costs as a result of the deregulation of the electric market in Pennsylvania and the colder than normal months of January through May of 2011.
 
ORE expenses increased $86,000 primarily as a result of write downs of ORE properties to fair market value as of December 31, 2011.
 
 
28

 
Other expenses increased $321,000 from 2010 to 2011.  The biggest increase was the recording of $135,000 as a provision for off-balance sheet items.  Contributions also increased $50,000 due to a contribution made to a local educational foundation, which will result in the Bank receiving tax credits towards its various Pennsylvania taxes in 2012. Additionally, there was an increase to the amortization expense associated with the Company’s investments in low income housing projects from which the Bank generates tax credits. This expense increased $80,000 from 2010 to 2011 to a total of $151,000.
 
Provision for Income Taxes
 
The provision for income taxes was $4,331,000, $3,610,000 and $3,156,000 for 2012, 2011 and 2010, respectively. The effective tax rates for 2012, 2011 and 2010 were 23.4% 22.0% and 21.6%, respectively.
 
Income before the provision for income taxes increased by $2,104,000 in 2012 compared to 2011. This resulted in the provision for income taxes increasing by $721,000 when compared to 2011. We have managed our effective tax rate by remaining invested in tax-exempt municipal loans and bonds and investments in certain partnerships that provide the Company with tax credits. As such, the provision was impacted in 2012 by an increase in tax exempt bond and loan revenue.
 
Income before the provision for income taxes increased by $1,784,000 in 2011 compared to 2010. This resulted in the provision for income taxes increasing by $454,000 when compared to 2010.
 
We are involved in four limited partnership agreements that established low-income housing projects in our market area. During 2012, we recognized tax credits related to one of the four partnerships as the tax credits for two projects were fully utilized by December 31, 2011 and the other project began construction in the second quarter of 2011. For the project under construction, we expect to receive tax credits totaling $1.4 million, with initial recognition of the credits beginning in 2013. We anticipate recognizing an aggregate of $1.6 million of tax credits over the next 10 years.  
 
FINANCIAL CONDITION
 
The following table presents ending balances (dollars in millions), growth and the percentage change during the past two years:
 
 2012
 
 %
 2011
 
 %
 2010
 
 Balance
 Increase
 Change
 Balance
 Increase
 Change
 Balance
 Total assets
 $        882.4
 $             3.8
             0.4
 $      878.6
 $           66.1
             8.1
 $      812.5
 Total investments
           310.3
              (8.5)
            (2.7)
         318.8
              67.5
           26.9
         251.3
 Total loans, net
           495.7
              14.7
             3.1
         481.0
              13.4
             2.9
         467.6
 Total deposits
           737.1
                3.1
             0.4
         734.0
              53.3
             7.8
         680.7
 Total stockholders' equity
             89.5
                8.0
             9.8
           81.5
              12.8
           18.6
           68.7
 
Cash and Cash Equivalents
 
Cash and cash equivalents totaled $26.3 million at December 31, 2012 compared with $30.4 million at December 31, 2011. The decrease in cash and cash equivalents is the result of the Company’s increased loan portfolio and decreased other borrowings offset by deposit growth, as discussed in more detail below. Management actively measures and evaluates its liquidity through our Asset – Liability committee and believes its liquidity needs are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources, Federal Home Loan Bank financing, federal funds lines with correspondent banks, brokered certificates of deposit and the portion of the investment and loan portfolios that mature within one year.  Management expects that these sources of funds will permit us to meet cash obligations and off-balance sheet commitments as they come due.
 
Investments
 
The following table shows the year-end composition of the investment portfolio for the five years ended December 31 (dollars in thousands):
 
 
29

 


 
2012
% of
2011
% of
2010
% of
2009
% of
2008
% of
 
Amount
Total
Amount
Total
Amount
Total
Amount
Total
Amount
Total
Available-for-sale:
                   
  U. S. Agency securities
 $    127,234
      41.0
 $ 168,600
      52.9
 $ 118,484
47.1
 $   65,223
32.8
 $   28,942
16.6
  U.S. Treasuries
         4,947
        1.6
                -
          -
                -
       -
                -
       -
                -
       -
  Obligations of state & political
                   
     subdivisions
       100,875
      32.5
    101,547
      31.9
      76,922
    30.6
      59,574
   30.0
      44,132
    25.3
  Corporate obligations
         22,109
        7.1
        8,460
        2.7
        8,681
      3.5
        3,166
      1.6
        5,296
      3.0
  Mortgage-backed securities
         53,673
      17.3
      38,974
      12.2
      46,015
    18.3
      70,194
    35.3
      95,407
    54.8
  Equity securities
           1,414
        0.5
        1,242
        0.3
        1,201
      0.5
           425
      0.3
           362
      0.3
Total
 $    310,252
    100.0
 $ 318,823
    100.0
 $ 251,303
  100.0
 $ 198,582
  100.0
 $ 174,139
  100.0

2012
 
The Company’s investment portfolio decreased by $8.6 million, or 2.7%, during the past year.  During 2012, we purchased $60.6 million of U.S. agency obligations, $36.5 million of mortgage-backed securities, $11.3 million of state and local obligations, $13.6 million of corporate obligations, $8.8 million of U.S. treasury notes and $140,000 of equity securities, which help offset the $16.0 million of principal repayments and $101.4 million of calls and maturities that occurred during the year. We also selectively sold $20.6 million of bonds and equities at a net gain of $604,000. The market value of our investment portfolio increased approximately $217,000 in 2012 due to market fluctuations. Excluding our short term investments consisting of monies held primarily at the Federal Reserve, the effective yield on our investment portfolio for 2012 was 3.18% compared to 3.52% for 2011 on a tax equivalent basis.
 
Due to the continued low interest rate environment, we have experienced significant prepayments of our mortgage backed securities, which, with the normal returns of principals, totaled $16.0 million. The current rate environment has also resulted in numerous agency and municipal bonds being called, which, including maturities, totaled $101.4 million for 2012. As a result of the Federal Reserve’s commitment to a low rate policy, the Company implemented a strategy in 2012 to increase portfolio duration through the purchase of certain mortgage backed securities and longer term agencies to provide additional interest income. This strategy maintained a defensive posture to future rising rates by selecting securities that had limited extension risk.  As part of implementing this strategy, the Company purchased agencies, corporate bonds, high quality municipal bond and mortgage backed securities of $60.6 million, $13.6 million, $11.3 million and $36.5 million, respectively. We believe this strategy, while having a positive impact on 2012 earnings, will also enable us to reinvest cash flows in the next two to five years when and if investment opportunities improve.
 
At December 31, 2012, the Company did not own any securities, other than government-sponsored and government-guaranteed mortgage-backed securities, that had an aggregate book value in excess of 10% of our total capital at that date.
 
2011
 
The Company’s investment portfolio increased by $67.5 million, or 26.9%, from the end of 2010.  During 2011, we purchased $125.8 million of U.S. agency obligations, $8.4 million of mortgage-backed securities, $27.9 million of state and local obligations, and $147,000 of equity securities, which help offset the $9.9 million of principal repayments and $79.7 million of calls and maturities that occurred during the year. We also selectively sold $10.3 million of bonds and equities at a net gain of $334,000. The market value of our investment portfolio increased approximately $6.8 million in 2011 due to market fluctuations. Excluding our short term investments consisting of monies held primarily at the Federal Reserve, the effective yield on our investment portfolio for 2011 was 3.52% compared to 4.32% for 2010 on a tax equivalent basis.
 
The expected principal repayments (amortized cost) and average weighted yields for the investment portfolio as of December 31, 2012, are shown below (dollars in thousands). Expected principal repayments, which include prepayment speed assumptions for mortgage-backed securities, are significantly different than the contractual maturities detailed in Note 3 of the consolidated financial statements. Yields on tax-exempt securities are presented on a fully taxable equivalent basis, assuming a 34% tax rate.

 
30

 

     
After One Year
After Five Years
       
 
One Year or Less
to Five years
to Ten Years
After Ten Years
Total
 
Amortized
Yield
Amortized
Yield
Amortized
Yield
Amortized
Yield
Amortized
Yield
 
Cost
%
Cost
%
Cost
%
Cost
%
Cost
%
Available-for-sale securities:
                   
  U.S. agency securities
 $            52,676
1.7
 $             72,449
1.7
 $              -
-
 $             -
-
 $    125,125
1.7
  U.S. treasuries
                       -
-
                        -
-
          4,922
1.2
                -
-
          4,922
1.2
  Obligations of state & political
 
 
 
 
 
 
 
 
 
 
    subdivisions
               14,013
5.6
               58,650
5.5
         22,625
6.0
                -
-
         95,288
5.7
  Corporate obligations
                 4,080
1.5
               10,419
2.8
          7,200
1.8
                -
-
         21,699
2.2
  Mortgage-backed securities
               11,242
2.5
               40,830
2.5
                 -
-
                -
-
         52,072
2.5
Total available-for-sale
 $            82,011
2.5
 $           182,348
3.1
 $      34,747
4.3
 $             -
-
 $    299,106
3.1
 
Approximately 88.4% of the amortized cost of debt securities is expected to mature, call or pre-pay within five years or less.  The Company expects that earnings from operations, the levels of cash held at the Federal Reserve and other correspondent banks, the high liquidity level of the available-for-sale securities, growth of deposits and the availability of borrowings from the Federal Home Loan Bank and other third party banks will be sufficient to meet future liquidity needs.  Excluding, U.S Agency and Mortgage-backed securities, there are no securities from a single issuer representing more than 10% of stockholders’ equity.
 
Loans
 
The Bank’s lending efforts are focused within its market area located in North Central Pennsylvania and Southern New York. We originate loans primarily through direct loans to our existing customer base, with new customers generated by referrals from real estate brokers, building contractors, attorneys, accountants, existing customers and the Bank’s website.  The Bank offers a variety of loans although historically most of our lending has focused on real estate loans including residential, commercial, agricultural, and construction loans.  As of December 31, 2012, approximately 77% of our loan portfolio consisted of real estate loans.  All lending is governed by a lending policy that is developed and maintained by us and approved by the Board of Directors.
 
Primarily the Bank offers fixed rate residential mortgage loans with terms of up to 25 years and adjustable rate mortgage loans (with amortization schedules based up to 30 years) with interest rates and payments that adjust based on one, three, and five year fixed periods.  Loan to value ratios are usually 80% or less with exceptions for individuals with excellent credit and low debt to income and/or high net worth. Adjustable rate mortgages are tied to a margin above the comparable Federal Home Loan Bank of Pittsburgh borrowing rate.  Home equity loans are written with terms of up to 15 years at fixed rates.  Home equity lines of credit are variable rate loans tied to the Prime Rate generally with a ten year draw period followed by a ten year repayment period. Home equity loans are typically written with a maximum 80% loan to value.
 
Commercial real estate loan terms are generally 20 years or less with one to five year adjustable rates.  The adjustable rates are typically tied to a margin above the comparable Federal Home Loan Bank of Pittsburgh borrowing rate with a maximum loan to value ratio of 80%. Where feasible, the Bank works with the United States Department of Agriculture’s (USDA) and Small Business Administration (SBA) guaranteed loan programs to offset risk and to further promote economic growth in our market area.  During 2012, we originated $3.8 million in USDA and SBA guaranteed commercial real estate loans.
 
Agriculture, and particularly dairy farming, is an important industry in our market area. Therefore the Bank has developed an agriculture lending team with significant experience that has a thorough understanding of this industry. Agricultural loans focus on character, cash flow and collateral, while also taking into account the particular risks of the industry.  Loan terms are generally 20 years or less with one to five year adjustable rates.  The adjustable rates are typically tied to a margin above the comparable Federal Home Loan Bank of Pittsburgh borrowing rate with a maximum loan to value of 80%. The Bank is a preferred lender under the USDA’s Farm Service Agency (FSA) and participates in the FSA guaranteed loan program.
 
The Bank, as part of its commitment to the communities it serves, is an active lender for projects by our local municipalities and school districts. These loans range from short term bridge financing to 20 year term loans for specific projects. These loans are typically written at rates that adjust at least every five years.
 
 
31

 
Over the past few years, we have experienced an increase in loan demand from companies and businesses associated with, and serving, the exploration of the Marcellus Shale gas field.  We have pursued these opportunities prudently and cautiously and have developed specific policies and procedures for lending to these entities.  The Bank has lowered the loan to value threshold for loans, shortened amortization periods, and expanded our monitoring of loan concentrations associated with this activity.
 
The following table shows the year-end composition of the loan portfolio for the five years ended December 31 (dollars in thousands):
 
 
Five Year Breakdown of Loans by Type as of December 31,
 
 
2012
2011
2010
2009
2008
 
Amount
%
Amount
%
Amount
%
Amount
%
Amount
%
Real estate:
                   
  Residential
 $   178,080
    35.4
 $  184,034
    37.7
 $  185,012
    39.1
 $194,989
 42.7
 $199,118
  46.0
  Commercial
      176,710
    35.2
     165,826
    34.0
     152,499
    32.2
  133,953
 29.4
   107,740
  24.9
  Agricultural
        18,015
      3.6
       19,224
      3.9
       19,078
      4.0
    19,485
   4.2
     17,066
    3.9
  Construction
        12,011
      2.4
         8,481
      1.7
         9,766
      2.1
      5,619
   1.2
     11,118
    2.6
Consumer
        10,559
      2.1
       10,746
      2.2
       11,285
      2.4
    11,895
   2.6
    11,651
    2.7
Other commercial and agricultural loans
        47,880
      9.5
       44,299
      9.1
       47,156
    10.0
    44,101
   9.7
     37,968
    8.8
State & political subdivision loans
        59,208
    11.8
       54,899
    11.4
       48,721
    10.2
    46,342
 10.2
     48,153
  11.1
Total loans
      502,463
  100.0
     487,509
  100.0
     473,517
  100.0
  456,384
100.0
   432,814
100.0
Less allowance for loan losses
          6,784
 
         6,487
 
         5,915
 
      4,888
 
       4,378
 
Net loans
 $   495,679
 
 $  481,022
 
 $  467,602
 
 $451,496
 
 $428,436
 

 
 2012/2011
2011/2010
 
Change
Change
 
Amount
%
Amount
%
Real estate:
       
  Residential
 $     (5,954)
    (3.2)
 $       (978)
    (0.5)
  Commercial
        10,884
      6.6
       13,327
      8.7
  Agricultural
        (1,209)
    (6.3)
            146
      0.8
  Construction
          3,530
    41.6
       (1,285)
  (13.2)
Consumer
           (187)
    (1.7)
          (539)
    (4.8)
Other commercial and agricultural loans
          3,581
      8.1
       (2,857)
    (6.1)
State & political subdivision loans
          4,309
      7.8
         6,178
    12.7
Total loans
 $     14,954
      3.1
 $    13,992
      3.0

2012
 
Total loans grew $15.0 million in 2012 from a balance of $487.5 million at the end of 2011 to $502.5 million at the end of 2012.  Total loans grew 3.1% in 2012 compared with a 3.0% loan growth rate in 2011.
 
During 2012, the Company experienced growth in commercial real estate loans which increased $10.9 million or 6.6%, construction loans which increased $3.5 million or 41.6%, other commercial and agricultural loans which increased  $3.6 million or 8.1% and state and political subdivision loans which increased $4.3 million or 7.8%. The growth in commercial real estate, construction, other commercial and agricultural and state and political subdivision loans reflects the Company’s focus on commercial lending as a means to increase loan growth and obtain deposits from farmers, small businesses and municipalities throughout our market area.  As a community bank, we believe we have a strong team of experienced professionals that enable us to meet the unique needs and provide solutions to customers within our service area.  Commercial real estate and other commercial loan demand is subject to significant competitive pressures, the yield curve, the strength of the overall regional and national economy and the local economy. The local economy is impacted significantly by the Marcellus Shale gas exploration activities, which are impacted by regulations and changes in the market price of natural gas. Due to the low price for natural gas throughout 2012, exploration activities were curtailed in comparison to 2011. We work closely with local municipalities and school districts to meet their needs that otherwise would be provided by the municipal bond market.
 
 
32

 
Residential real estate loans decreased $6.0 million, with the majority of the decrease occurring in the fourth quarter of 2012, while consumer loans decreased $187,000. The major factor impacting this decline is the demand for conforming rate loans. Loan demand for conforming mortgages, which the Company typically sells on the secondary market, increased substantially in 2012. During 2012, $37.4 million of loans were originated and marketed for sale, which compares to the $14.8 million of loans originated in 2011 of which $9.6 million were sold. During the fourth quarter of 2011, the Company decided that certain loans meeting secondary market standards would not be sold. In the middle of the first quarter of 2012, due to a further decline in interest rates, the Company resumed selling all loans originated after that time that met secondary market standards. These loans are sold to limit the Company’s exposure to rising rate environments as the majority of the loans have fixed rates for a minimum of fifteen years. For loans sold on the secondary market, the Company recognizes fee income for servicing these sold loans, which is included in non-interest income.  Management continues to explore new competitively priced products, including partnering with a third party to provide access to government supported loan programs sponsored by the Federal Housing Administration and the U.S. Department of Veteran Affairs, that are attractive to our customers, and to build technologies which make it easier and more efficient for customers to choose the Company for their mortgage needs.
 
2011
 
Total loans grew $14.0 million in 2011 from a balance of $473.5 million at the end of 2010 to $487.5 million at the end of 2011.  Total loans grew 3.0% in 2011 compared with a 3.8% loan growth rate in 2010.
 
During 2011, the Company experienced significant growth in commercial real estate loans which increased $13.3 million in 2011 or 8.7% and state and political subdivision loans which increased $6.2 million or 12.7%. A portion of the growth in commercial real estate was a transfer from construction upon the completion of a large project in the first quarter, which resulted in construction loans decreasing $1.3 million for the year. Other commercial loans decreased $2.9 million or 6.1% during 2011.
 
Residential real estate loans decreased $1.0 million while consumer loans decreased $539,000. Factors impacting this decline included demand for conforming rate loans and recessionary pressures outside of the local market area. Loan demand for conforming mortgages remained stable. During 2011, $14.8 million of loans were originated, of which $9.6 million were sold in the secondary market, which compares to the $16.2 million of loans originated in 2010 that were all sold in the secondary market. Due to the decline in non-conforming residential real estate loans and the current interest rate environment for investments, the Company decided during the fourth quarter of 2011 that certain loans meeting secondary market standards would not be sold on the secondary market. As of December 31, 2011, loans totaling $5.2 million are included in residential real estate loans, which met the criteria necessary to be sold on the secondary market.
 
The following table shows the maturity of commercial business and agricultural, state and political subdivision loans,  commercial real estate loans, and construction loans as of December 31, 2012, classified according to the sensitivity to changes in interest rates within various time intervals (in thousands).  The table does not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below.  Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less.  The amounts shown below exclude net deferred loan costs or fees.

 
Commercial, municipal,
Real estate
 
 
agricultural
construction
Total
Maturity of loans:
     
  One year or less
 $           10,219
 $                    -
 $           10,219
  Over one year through five years
              40,114
                       -
              40,114
  Over five years
            251,480
              12,011
            263,491
Total
 $         301,813
 $           12,011
 $         313,824
Sensitivity of loans to changes in interest
     
   rates - loans due after December 31, 2013:
     
  Predetermined interest rate
 $           51,831
 $                726
 $           52,557
  Floating or adjustable interest rate
            239,763
              11,285
            251,048
Total
 $         291,594
 $           12,011
 $         303,605
 
 
33

 
 
Allowance for Loan Losses and Credit Quality Risk
 
The allowance for loan losses is maintained at a level, which in management’s judgment is adequate to absorb probable future loan losses inherent in the loan portfolio.  The provision for loan losses is charged against current income.  Loans deemed not collectable are charged-off against the allowance while subsequent recoveries increase the allowance.  The following table presents an analysis of the change in the allowance for loan losses and a summary of our non-performing assets for the years ended December 31, 2012, 2011, 2010, 2009 and 2008. All non-accruing troubled debt restructurings are also included the non-accruing loans total.
 
 
December 31,
 
       2012
       2011
       2010
       2009
     2008
Balance at beginning of period
 $          6,487
 $          5,915
 $          4,888
 $          4,378
 $          4,197
Charge-offs:
         
  Real estate:
         
     Residential
                  95
                101
                147
                  76
                  31
     Commercial
                    2
                  29
                  53
                236
                  36
     Agricultural
                     -
                     -
                     -
                    1
                  20
  Consumer
                  54
                  71
                  35
                  80
                  44
Other commercial and agricultural loans
                  21
                    6
                173
                153
                115
Total loans charged-off
                172
                207
                408
                546
                246
Recoveries:
         
  Real estate:
         
     Residential
                     -
                     -
                    4
                    1
                    6
     Commercial
                    9
                  15
                  11
                    1
                     -
     Agricultural
                     -
                     -
                     -
                     -
                  20
  Consumer
                  33
                  57
                  45
                  52
                  19
Other commercial and agricultural loans
                    7
                  32
                120
                  77
                  52
Total loans recovered
                  49
                104
                180
                131
                  97
           
Net loans charged-off
                123
                103
                228
                415
                149
Provision charged to expense
                420
                675
             1,255
                925
                330
Balance at end of year
 $          6,784
 $          6,487
 $          5,915
 $          4,888
 $          4,378
           
Loans outstanding at end of period
 $      502,463
 $      487,509
 $      473,517
 $      456,384
 $      432,814
Average loans outstanding, net
 $      496,822
 $      474,972
 $      468,620
 $      442,921
 $      423,382
Non-performing assets:
         
    Non-accruing loans
 $          8,067
 $          9,165
 $        11,853
 $          5,871
 $          2,202
    Accrual loans - 90 days or more past due
                506
                275
                692
                884
                383
      Total non-performing loans
 $          8,573
 $          9,440
 $        12,545
 $          6,755
 $          2,585
    Foreclosed assets held for sale
                616
                860
                693
                302
                591
      Total non-performing assets
 $          9,189
 $        10,300
 $        13,238
 $          7,057
 $          3,176
Troubled debt restructurings (TDR)
         
    Non-accruing TDRs
 $          4,834
 $          5,490
 $             130
 $                  -
 $                  -
    Accrual TDRs
                193
                123
                     -
                     -
                     -
      Total troubled debt restructurings
 $          5,027
 $          5,613
 $             130
 $                  -
 $                  -
Net charge-offs to average loans
0.02%
0.02%
0.05%
0.09%
0.04%
Allowance to total loans
1.35%
1.33%
1.25%
1.07%
1.01%
Allowance to total non-performing loans
79.13%
68.72%
47.15%
72.36%
169.36%
Non-performing loans as a percent of loans
         
   net of unearned income
1.71%
1.94%
2.65%
1.48%
0.60%
Non-performing assets as a percent of loans
       
  net of unearned income
1.83%
2.11%
2.80%
1.55%
0.73%
 
 
34

 
The Company utilizes a disciplined and thorough loan review process based upon our internal loan policy approved by the Company’s Board of Directors.  The purpose of the review is to assess loan quality, analyze delinquencies, identify problem loans, evaluate potential charge-offs and recoveries, and assess general overall economic conditions in the markets served.  An external independent loan review is performed on our commercial portfolio semi-annually for the Company.  The external consultant is engaged to 1) review a minimum of 60% of the dollar volume of the commercial loan portfolio on an annual basis, 2) review a sample of new commercial/agricultural loans originated in the last year, 3) review all relationships in aggregate over $500,000, 4) review all aggregate loan relationships over $100,000 which are over 90 days past due, classified Special Mention, Substandard, Doubtful, or Loss, and 5) such other loans which management or the consultant deems appropriate. As part of this review, our underwriting process and loan grading system is evaluated.
 
Management believes it uses the best information available to make such determinations and that the allowance for loan losses is adequate as of December 31, 2012.  However, future adjustments could be required if circumstances differ substantially from assumptions and estimates used in making the initial determination.  A prolonged downturn in the economy, continued high unemployment rates, significant changes in the value of collateral and delays in receiving financial information from borrowers could result in increased levels of non-performing assets, charge-offs, loan loss provisions and reduction in income.  Additionally, bank regulatory agencies periodically examine the Bank’s allowance for loan losses.  The banking agencies could require the recognition of additions to the allowance for loan losses based upon their judgment of information available to them at the time of their examination.
 
On a monthly basis, problem loans are identified and updated primarily using internally prepared past due reports.  Based on data surrounding the collection process of each identified loan, the loan may be added or deleted from the monthly watch list.  The watch list includes loans graded special mention, substandard, doubtful, and loss, as well as additional loans that management may choose to include.  Watch list loans are continually monitored going forward until satisfactory conditions exist that allow management to upgrade and remove the loan from the watchlist.  In certain cases, loans may be placed on non-accrual status or charged-off based upon management’s evaluation of the borrower’s ability to pay.  All commercial loans, which include commercial real estate, agricultural real estate, state and political subdivision loans and commercial business loans, on non-accrual are evaluated quarterly for impairment.
 
The adequacy of the allowance for loan losses is subject to a formal, quarterly analysis by management of the Company.  In order to better analyze the risks associated with the loan portfolio, the entire portfolio is divided into several categories.  As stated above, loans on non-accrual status are specifically reviewed for impairment and given a specific reserve, if appropriate.  Loans evaluated and not found to be impaired are included with other performing loans, by category, by their respective homogenous pools.  Three year average historical loss factors were calculated for each pool and applied to the performing portion of the loan category for 2012, 2011 and 2010. In previous years, the historical loss factor was based on a five year average. This was changed in 2010, as management believes the three year average is a better representative of the inherent risks in the loan portfolio and more reflective of current trends.  The historical loss factors for both reviewed and homogeneous pools are adjusted based upon the following qualitative factors:
 
·  
Level of and trends in delinquencies, impaired/classified loans
 
Change in volume and severity of past due loans
 
Volume of non-accrual loans
 
Volume and severity of classified, adversely or graded loans
·  
Level of and trends in charge-offs and recoveries
·  
Trends in volume, terms and nature of the loan portfolio
·  
Effects of any changes in risk selection and underwriting standards and any other changes in lending and recovery policies, procedures and practices
·  
Changes in the quality of the Bank’s loan review system
·  
Experience, ability and depth of lending management and other relevant staff
·  
National, state, regional and local economic trends and business conditions
 
General economic conditions
 
Unemployment rates
 
Inflation / CPI
 
Changes in values of underlying collateral for collateral-dependent loans
·  
Industry conditions including the effects of external factors such as competition, legal, and regulatory requirements on the level of estimated credit losses.
·  
Existence and effect of any credit concentrations, and changes in the level of such concentrations

 
35

 
See also “Note 4 – Loans and Related Allowance for Loan Losses” to the consolidated financial statements.
 
The balance in the allowance for loan losses was $6,784,000 or 1.35% of total loans as of December 31, 2012 as compared to $6,487,000 or 1.33% of loans as of December 31, 2011.  The $297,000 increase is a result of a $420,000 provision for loan losses less net charge-offs of $123,000.  The following table shows the distribution of the allowance for loan losses and the percentage of loans compared to total loans by loan category (dollars in thousands) as of December 31:
 
 
2012
2011
2010
2009
2008
 
    Amount
    %
    Amount
    %
    Amount
    %
    Amount
    %
    Amount
    %
Real estate loans:
                   
  Residential
 $      875
    35.4
 $    805
37.7
 $     969
    39.1
 $       801
      42.7
 $       694
      46.0
  Commercial, agricultural
      4,437
   38.8
    4,132
   37.9
     3,380
    36.2
       2,864
      33.6
       2,303
      28.8
  Construction
          38
      2.4
         15
      1.7
          22
      2.1
            20
        1.2
              5
        2.6
Consumer
        119
     2.1
       111
      2.2
        108
      2.4
          131
        2.6
          449
        2.7
Other commercial and agricultural loans
        728
      9.5
       674
      9.1
        983
    10.0
          918
        9.7
          807
        8.8
State & political subdivision loans
        271
   11.8
       235
   11.4
        137
    10.1
            93
      10.1
            19
      11.1
Unallocated
         316
 N/A
       515
 N/A
       316
 N/A
            61
 N/A
          101
 N/A
Total allowance for loan losses
 $   6,784
  100.0
 $ 6,487
 100.0
 $  5,915
  100.0
 $    4,888
    100.0
 $    4,378
    100.0
 
As a result of previous loss experiences and other the risk factors utilized in determining the allowance, the Bank’s allocation of the allowance does not directly correspond to the actual balances of the loan portfolio. While commercial and agricultural real estate total 38.8% of the loan portfolio, 65.4% of the allowance is assigned to this segment of the loan portfolio as these loans have more inherent risks than residential real estate or loans to state and political subdivisions. Residential real estate loans comprise 35.4% of the loan portfolio as of December 31, 2012 and 12.9% of the allowance is assigned this segment.
 
The following table identifies amounts of loans contractually past due 30 to 90 days and non-performing loans by loan category, as well as the change from December 31, 2011 to December 31, 2012 in non-performing loans (dollars in thousands).  Non-performing loans include those loans that are contractually past due 90 days or more and non-accrual loans.  Interest does not accrue on non-accrual loans.  Subsequent cash payments received are applied to the outstanding principal balance or recorded as interest income, depending upon management's assessment of its ultimate ability to collect principal and interest.
 
 
December 31, 2012
 
December 31, 2011
   
Non-Performing Loans
   
Non-Performing Loans
 
30 - 90 Days
90 Days Past
Non-
Total Non-
 
30 - 90 Days
90 Days Past
Non-
Total Non-
 
Past Due
Due Accruing
accrual
Performing
 
Past Due
Past Due
accrual
Performing
Real estate:
                 
  Residential
 $             1,108
 $                 332
 $          663
 $              995
 
 $               859
 $               99
 $           554
 $           653
  Commercial
                  597
                   152
7,042
7,194
 
                  731
                176
8,094
8,270
  Agricultural
                    54
                       -
                 -
                     -
 
                  143
                    -
                 -
                 -
  Construction
                      -
                       -
                 -
                     -
 
                      -
                    -
                 -
                 -
Consumer
                    87
                       4
                 -
                    4
 
                   93
                    -
                 -
                 -
Other commercial loans
                  932
                     18
362
380
 
                     8
                    -
517
517
Total nonperforming loans
 $             2,778
 $                 506
 $       8,067
 $           8,573
 
 $            1,834
 $             275
 $        9,165
 $        9,440
 
 
36

 

 
Change in Non-Performing Loans
 
 2012 / 2011
 
Amount
%
Real estate:
   
  Residential
 $               342
                  52.4
  Commercial
              (1,076)
                 (13.0)
  Agricultural
                      -
-
  Construction
                      -
 -
Consumer
                     4
N/A
Other commercial loans
                 (137)
                 (26.5)
Total nonperforming loans
 $              (867)
                   (9.2)
The following table shows the distribution of non-performing loans by loan category (dollars in thousands) for the past five years as of December 31:
 
 
Non-Performing Loans
 
    2012
    2011
    2010
    2009
    2008
Real estate:
         
  Residential
 $     995
 $     653
 $     711
 $     885
 $     956
  Commercial
     7,194
     8,270
     8,161
     2,498
     1,567
  Agricultural
            -
            -
     2,241
     2,094
            -
  Construction
            -
            -
            -
        749
            -
Consumer
            4
            -
          18
          11
            2
Commercial and other loans
        380
        517
     1,414
        429
          60
State & political subdivision loans
            -
            -
            -
          89
            -
Total nonperforming loans
 $   8,573
$    9,440
$   12,545
$    6,755
$    2,585
 
For the year ended December 31, 2012 we recorded a provision for loan losses of $420,000 which compares to $675,000 for the same period in 2011, a decrease of $255,000 or 37.8%.  The decrease is attributable to the decrease in non-performing loans in comparison to year end 2011. Non-performing loans decreased $867,000 or 9.2%, from December 31, 2011 to December 31, 2012 as a result of a large payment received from the USDA for a guaranteed loan. Approximately 76.4% of the Bank’s non-performing loans are associated with the following three customer relationships, of which 70.8% is current:
 
·  
A commercial customer with a total loan relationship of $4.6 million secured by 165 residential properties is considered non-accrual as of December 31, 2012. In the first quarter of 2011, the Company and Borrower entered into a forbearance agreement to restructure the debt. As a result of all loan payments being made on the loans through December 31, 2012, there is no specific reserve allocation as of December 31, 2012 and the loan continues to pay in accordance with the restructured agreement.
·  
A commercial customer with a relationship of approximately $946,000 is considered non-accrual as of December 31, 2012. This relationship includes a balance of $669,000 that is subject to USDA guarantees. The current economic conditions related to the timber industry have significantly impacted the cash flows from the customer’s activities. Management reviewed the collateral and guarantees and determined that a specific reserve allocation of $113,000 was required as of December 31, 2012 based on the appraised value of collateral.
·  
A commercial customer with a relationship of approximately $968,000 is considered non-accrual as of December 31, 2012. The current economic conditions have significantly impacted the cash flows from the customer’s activities. Management reviewed the collateral and determined that a specific reserve allocation of $231,000 was required as of December 31, 2012 based on the appraised value of collateral.
 
The increase in loans 30-89 days past due from December 31, 2011 to December 31, 2012 is the result of approximately $730,000 of loans with one customer being past due that were refinanced in the first quarter of 2013.
 
Management of the Bank believes that the allowance for loan losses is adequate, which is based on the following factors:
 
 
37

 
 
·  
While non-performing loans are still higher than the Company’s historical levels, 54.0% of this balance is associated with one customer still experiencing financial difficulties, whose debt was restructured in 2011 and whose balances at December 31, 2012 were current. Additionally, in 2012, we experienced a decrease in our non-performing assets of $867,000 or 9.2% since December 31, 2011.
·  
Net and gross charge-offs continue to be low in relation to the size of the Bank’s loan portfolio and compared to our peer group. Net charge-offs for both 2012 and 2011 were 0.02% of the total loan portfolio.
·  
We have not experienced the significant decrease in the collateral values of local residential, commercial or agricultural real estate loan portfolios as seen in other parts of the country.  Additionally, real estate market values in our market area did not realize the significant, and sometimes speculative, increases as seen in other parts of the country.  Finally, our market area is predominately centered in the Marcellus Shale natural gas exploration and drilling area. These natural gas exploration and drilling activities have significantly impacted the overall interest in real estate in our market area due to the related lease and royalty revenues associated with it.  The natural gas activities have had a positive impact on the value of local real estate.

Bank Owned Life Insurance
 
The Company holds bank owned life insurance policies to offset future employee benefit costs.  The Bank is the sole beneficiary on the policies, and will provide the Bank with an asset that will generate earnings to partially offset the current costs of benefits, and eventually (at the death of the insured’s) provide partial recovery of cash outflows associated with the benefits.  As of December 31, 2012 and 2011, the cash surrender value of the life insurance was $14.2 and $13.7 million, respectively.  The change in cash surrender value, net of purchases, is recognized in the results of operations.  The amounts recorded as non-interest income totaled $507,000, $498,000 and $504,000 in 2012, 2011 and 2010, respectively.  The Company evaluates annually the risks associated with the life insurance policies, including limits on the amount of coverage and an evaluation of the various carriers’ credit ratings.
 
Other Assets
 
2012
 
Other assets decreased to $8.9 million in 2012 from $9.0 million in 2011. Changes included a decrease in prepaid FDIC insurance of $416,000 as the Bank continues to utilize the prepayment the FDIC required to be made in 2009. Additionally, the Company was able to sell certain ORE properties, which resulted in a decrease of $244,000. These decreases were offset by an increase in regulatory stock of $264,000 that was a result of short term borrowings made in 2012 and an increase in the investment in tax credit partnerships of $388,000 as we completed the investment in another partnership during 2012.
 
2011
 
Other assets decreased $1.2 million or 11.7% in 2011 to $9.0 million.  The majority of the decrease was the result of a decrease in deferred tax assets from $1.0 million at December 31, 2010 to $0 at December 31, 2011. As a result of the increase in the market value of the Company’s investment portfolio, net deferred taxes changed from an asset of $1.0 million as of December 31, 2010 to a liability of $1.1 million, which is included in other liabilities on the Consolidated Balance Sheet as of December 31, 2011. Another change that occurred was a decrease in prepaid FDIC insurance of $530,000 as the Bank continues to utilize the prepayment the FDIC required to be made in 2009. Additionally, the Federal Home Loan Bank returned $472,000 of capital in 2011. These decreases were offset by increases in other real estate owned obtained through foreclosure proceedings of $167,000 and a purchase of real estate for potential expansion of $542,000 less the sale of an old branch that was valued in other assets as of December 31, 2010 at $307,000. Investment in tax credit partnerships increased $246,000 as we invested in another partnership during 2011.
 
Deposits
 
The following table shows the breakdown of deposits by deposit type (dollars in thousands):
 
 
38

 
 

 
2012
2011
2010
 
Amount
%
Amount
%
Amount
%
Non-interest-bearing deposits
 $             89,494
     12.1
 $       85,605
     11.6
 $       75,589
     11.1
NOW accounts
              201,804
     27.4
        200,897
     27.4
        176,625
     25.9
Savings deposits
                87,836
     11.9
          79,659
     10.8
          61,682
       9.1
Money market deposit accounts
                83,423
     11.3
          67,223
       9.2
          50,201
       7.4
Certificates of deposit
              274,539
     37.3
        300,609
     41.0
        316,614
     46.5
Total
 $           737,096
   100.0
 $     733,993
   100.0
 $     680,711
   100.0
 

 
 
 2012/2011
 2011/2010
 
Change
Change
 
Amount
%
Amount
%
Non-interest-bearing deposits
 $               3,889
       4.5
 $       10,016
     13.3
NOW accounts
                     907
       0.5
          24,272
     13.7
Savings deposits
                  8,177
     10.3
          17,977
     29.1
Money market deposit accounts
                16,200
     24.1
          17,022
     33.9
Certificates of deposit
              (26,070)
     (8.7)
        (16,005)
     (5.1)
Total
 $               3,103
       0.4
 $       53,282
       7.8

2012