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NORWOOD FINANCIAL CORP - Quarter Report: 2013 March (Form 10-Q)

f10q_033113-0160.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the quarterly period ended March 31, 2013
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     0-28366   
 
Norwood Financial Corp.
(Exact name of Registrant as specified in its charter)

Pennsylvania
 
23-2828306
(State or other jurisdiction of
Incorporation or organization)
 
(I.R.S. employer identification no.)

717 Main Street, Honesdale, Pennsylvania
 
18431
 
(Address of principal executive offices)
 
(Zip Code)
 

(570) 253-1455
(Registrant’s telephone number, including area code)

NA
(Former name, former address and former fiscal year, if changed since last report)

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

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

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

Large accelerated filer  o
Accelerated filer  x
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 Exchange Act):    [ ]  Yes[X]  No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding as of May 1, 2013
 
Common stock, par value $0.10 per share
   3,620,551  




 
1

 

NORWOOD FINANCIAL CORP.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2013


   
 
 Page
Number
PART I -
CONSOLIDATED FINANCIAL INFORMATION OF NORWOOD
FINANCIAL CORP.
 
     
Item 1.
Financial Statements
  3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
27
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
37
Item 4.
Controls and Procedures
38
PART II -
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
39
Item 1A.
Risk Factors
39
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
39
Item 3.
Defaults upon Senior Securities
39
Item 4.
Mine Safety Disclosures
39
Item 5.
Other Information
39
Item 6.
Exhibits
39
     
Signatures
 
41


 
2

 

PART I.  FINANCIAL INFORMATION
Item 1. Financial Statements
NORWOOD FINANCIAL CORP.
Consolidated Balance Sheets  (unaudited)
(dollars in thousands, except share and per share data)
   
March 31,
2013
   
December 31,
2012
 
ASSETS
           
Cash and due from banks
  $ 6,763     $ 10,867  
Interest bearing deposits with banks
    9,182       1,428  
Cash and cash equivalents
    15,945       12,295  
                 
Securities available for sale, at fair value
    148,598       145,390  
Securities held to maturity, fair value 2013: $175, 2012: $177
    173       173  
Loans receivable (net of unearned income)
    478,663       476,710  
Less:  Allowance for loan losses
    5,726       5,502  
Net loans receivable
    472,937       471,208  
Regulatory stock, at cost
    2,533       2,630  
Bank premises and equipment, net
    7,191       7,326  
Bank owned life insurance
    14,402       15,357  
Accrued interest receivable
    2,456       2,393  
Foreclosed real estate owned
    1,099       852  
Goodwill
    9,715       9,715  
Other intangibles
    610       647  
Other assets
    5,094       4,313  
TOTAL ASSETS
  $ 680,753     $ 672,299  
                 
LIABILITIES
               
Deposits:
               
Non-interest bearing demand
  $ 84,357     $ 82,075  
Interest-bearing
    451,275       442,350  
Total deposits
    535,632       524,425  
Short-term borrowings
    21,859       28,697  
Other borrowings
    25,343       22,487  
Accrued interest payable
    1,082       1,242  
Other liabilities
    3,917       3,027  
TOTAL LIABILITIES
    587,833       579,878  
                 
STOCKHOLDERS’ EQUITY
               
Common stock, $.10 par value per share, authorized
10,000,000; shares issued 2013: 3,709,034 shares,
                                        2012: 3,371,849 shares
      371         337  
Surplus
    34,912       24,737  
Retained  earnings
    57,847       66,742  
Treasury stock at cost: 2013: 80,438 shares,
                                       2012: 75,426 shares
    (2,345 )     (2,192 )
Accumulated other comprehensive income
    2,135       2,797  
TOTAL STOCKHOLDERS’ EQUITY
    92,920       92,421  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 680,753     $ 672,299  
See accompanying notes to the unaudited consolidated financial statements.

 
3

 

NORWOOD FINANCIAL CORP.
Consolidated Statements of Income (unaudited)
(dollars in thousands, except per share data)
 
 
 
Three Months Ended
March 31,
 
    2013     2012  
INTEREST INCOME
           
Loans receivable, including fees
  $ 6,186     $ 6,373  
Securities
    868       1,026  
Other
    3       4  
Total interest income
    7,057       7,403  
                 
INTEREST EXPENSE
               
Deposits
    754       961  
Short-term borrowings
    12       11  
Other borrowings
    190       244  
Total interest expense
    956       1,216  
NET INTEREST INCOME
    6,101       6,187  
PROVISION FOR LOAN LOSSES
    800       350  
                 
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    5,301       5,837  
                 
OTHER INCOME
               
Service charges and fees
    592       554  
Income from fiduciary activities
    85       98  
Net realized gains on sales of securities
    138       402  
Net gains on sale of loans
    11       5  
Earnings and proceeds on life insurance policies
    925       132  
Other
    126       100  
Total other income
    1,877       1,291  
                 
OTHER EXPENSES
               
Salaries and employee benefits
    2,211       2,151  
Occupancy, furniture & equipment, net
    529       487  
Data processing related
    221       232  
Taxes, other than income
    174       152  
Professional fees
    187       227  
Federal Deposit Insurance Corporation insurance assessment
    111       99  
Foreclosed real estate owned
    191       122  
Other
    677       677  
Total other expenses
    4,301       4,147  
                 
INCOME BEFORE INCOME TAXES
    2,877       2,981  
INCOME TAX EXPENSE
    569       795  
NET INCOME
  $ 2,308     $ 2,186  
                 
BASIC EARNINGS PER SHARE
  $ .64     $ .61  
                 
DILUTED EARNINGS PER SHARE
  $ .63     $ .61  
                 
See accompanying notes to the unaudited consolidated financial statements.

 
4

 

NORWOOD FINANCIAL CORP
Consolidated Statement of Comprehensive Income (unaudited)
(dollars in thousands)

    
Three Months Ended
March 31, 2013
   
Three Months Ended
March 31, 2012
 
Net income
  $ 2,308     $ 2,186  
Other comprehensive loss:
               
Investment securities available for sale:
               
Unrealized holding (losses) gains
    (864 )     154  
Tax effect
    293       (48 )
Reclassification of gains recognized in net income
    (138 )     (402 )
Tax effect
    47       137  
Other comprehensive loss
    (662 )     (159 )
Comprehensive Income
  $ 1,646     $ 2,027  

See accompanying notes to unaudited consolidated financial statements.








NORWOOD FINANCIAL CORP.
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
Three Months Ended March 31, 2013
(dollars in thousands, except share and per share data)

   
 
 
Common Stock
         
 
 
Retained
   
 
 
Treasury Stock
   
Accumulated
Other
Comprehensive
       
   
Shares
   
Amount
   
Surplus
   
Earnings
   
Shares
   
Amount
   
Income
   
Total
 
Balance December 31, 2012
    3,371,849     $ 337     $ 24,737     $ 66,742       75,426     $ (2,192 )   $ 2,797     $ 92,421  
Net Income
                            2,308                               2,308  
Other comprehensive loss
                                                    (662 )     (662 )
Cash dividends declared $.31 per share
                            (1,020 )                             (1,020 )
Acquisition of treasury stock
                                    10,712       (319 )             (319 )
10% stock dividend
    337,185       34       10,149       (10,183 )                             -  
Compensation expense related to stock options
                    39                                       39  
Stock options exercised
                    (24 )             (5,700 )     166               142  
Tax benefit on stock options
                    11                                       11  
Balance, March 31, 2013
    3,709,034     $ 371     $ 34,912     $ 57,847       80,438     $ (2,345 )   $ 2,135     $ 92,920  

See accompanying notes to the unaudited consolidated financial statements.

 
5

 

NORWOOD FINANCIAL CORP.
Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)
    Three Months Ended March 31,  
 
 
2013
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net Income
  $ 2,308     $ 2,186  
Adjustments to reconcile net income to net cash provided by operating  activities:
               
Provision for loan losses
    800       350  
Depreciation
    149       141  
Amortization of intangible assets
    37       40  
Deferred income taxes
    12       52  
Net amortization of securities premiums and discounts
    298       296  
Net realized gain on sales of securities
    (138 )     (402 )
Gain on life insurance policy
    (770 )     -  
Net increase in value of life insurance
    (155 )     (132 )
Loss on sale of bank premises and equipment and foreclosed real estate
    97       32  
Net gain on sale of mortgage loans
    (11 )     (5 )
Mortgage loans originated for sale
    (1,101 )     (123 )
Proceeds from sale of mortgage loans originated for sale
    1,112       128  
Compensation expense related to stock options
    39       33  
Decrease in accrued interest receivable and other assets
    (530 )     (495 )
Increase (decrease)  in accrued interest payable and other liabilities
    732       (456 )
    Net cash provided by operating activities
    2,879       1,645  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Securities available for sale:
               
Proceeds from sales
    7,403       10,633  
Proceeds from maturities and principal reductions on mortgage-backed securities
    5,093       6,738  
Purchases
    (16,867 )     (13,804 )
Redemption of FHLB stock
    97       180  
Net increase in loans
    (2,964 )     (21,692 )
Proceeds from life insurance policy
    1,859       -  
Purchase of bank premises and equipment
    (14 )     (130 )
Proceeds from sale of bank premises and equipment and foreclosed real estate
     127       2,071  
    Net cash used in investing activities
    (5,266 )     (16,004 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net increase in deposits
    11,207       20,425  
Net decrease in short-term borrowings
    (6,838 )     (5,940 )
Repayments of other borrowings
    (144 )     (45 )
Proceeds from other borrowings
    3,000       -  
Stock options exercised
    142       39  
Tax benefit of stock options exercised
    11       2  
Acquisition of treasury stock
    (319 )     (320 )
Cash dividends paid
    (1,022 )     (984 )
    Net cash provided by financing activities
    6,037       13,177  
    Increase (decrease) in cash and cash equivalents
    3,650       (1,182 )
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    12,295       21,423  
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 15,945     $ 20,241  
See accompanying notes to the unaudited consolidated financial statements.

 
6

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
(dollars in thousands)

    Three Months Ended March 31,  
   
2013
   
2012
 
Supplemental Disclosures of Cash Flow Information
           
Cash payments for:
           
Interest on deposits and borrowings
  $ 1,116     $ 1,204  
Income taxes paid, net of refunds
    (3 )     197  
Supplemental Schedule of Noncash Investing Activities
               
Investment purchases
    -       1,934  
Transfers of loans to foreclosed real estate and repossession of other assets
    486       336  
 
See accompanying notes to the unaudited consolidated financial statements.
 
 
7

 


Notes to the Unaudited Consolidated Financial Statements
1.            Basis of Presentation
The unaudited consolidated financial statements include the accounts of Norwood Financial Corp. (Company) and its wholly-owned subsidiary, Wayne Bank (Bank) and the Bank’s wholly-owned subsidiaries, WCB Realty Corp., Norwood Investment Corp., Norwood Settlement Services, LLC,  and WTRO Properties.   All significant intercompany transactions have been eliminated in consolidation.

The accompanying unaudited consolidated  financial statements have been prepared in conformity with generally accepted accounting principles for interim financial statements and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period.  Actual results could differ from those estimates.  The financial statements reflect, in the opinion of management, all normal, recurring adjustments necessary to present fairly the financial position and results of operations of the Company.  The operating results for the three month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other future interim period.

These statements should be read in conjunction with the consolidated financial statements and related notes which are incorporated by reference in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2012.

2.            Earnings Per Share
Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period.  Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.  Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.
 
           The following table sets forth the weighted average shares outstanding used in the computations of basic and diluted earnings per share.  All share and per share data has been adjusted to reflect the retroactive effect of the 10% stock dividend declared during the period ending March 31, 2013.

(in thousands)
    Three Months Ended  
    March 31,  
 
 
2013
   
2012
 
Basic EPS weighted average shares outstanding
    3,628       3,613  
Dilutive effect of stock options
    9       2  
Diluted EPS weighted average shares outstanding
    3,637       3,615  
 
Stock options which had no intrinsic value, because their effect would be anti-dilutive and therefore would not be included in the diluted EPS calculation were 40,700 and 191,153 as of March 31, 2013 and 2012, respectively, based upon the closing price of Norwood common stock of $30.60 and $26.50 per share on March 31, 2013 and 2012, respectively.

 
8

 
3.   Stock-Based Compensation

The Company’s shareholders approved the Norwood Financial Corp 2006 Stock Option Plan at the annual meeting on April 25, 2006 and the Company awarded 52,470 options in 2006, 24,200 options in 2007, 26,400 options in 2008, 29,700 options in 2009, 30,800 options in 2010, 31,900 in 2011 30,250 in 2012, and 1,000 shares in 2013, all of which have a twelve month vesting period. As of March 31, 2013, there was $121,000 of total unrecognized compensation cost related to non-vested options granted in 2012 and 2013 under the plan, which will be fully amortized by December 31, 2013.  All share and per share data has been adjusted to reflect the retroactive effect of the 10% stock dividend declared during the period ended March 31, 2013.

A summary of stock options from all plans, adjusted for stock dividends declared, is shown below.

   
Options
   
Weighted Average Exercise Price
Per Share
 
Weighted Average Remaining Contractual Term
 
Aggregate Intrinsic Value ($000)
 
                         
Outstanding at January 1, 2013
 
226,739
   
$
26.27
  6.1 Yrs.  
$
256
 
Granted
 
1,100
     
27.55
  9.7 Yrs.    
30
 
Exercised
 
           (6,270
   
22.62
  2.9 Yrs.    
-
 
Forfeited
 
(5,583
   
27.89
  4.3 Yrs.    
-
 
Outstanding at March 31, 2013
 
215,986
   
$
26.34
  6.0 Yrs.  
$
347
 
                         
Exercisable at March 31, 2013
 
184,636
   
$
26.22
  5.3 Yrs.  
$
324
 

Intrinsic value represents the amount by which the market price of the stock on the measurement date exceeded the exercise price of the option.  The stock price was $30.60 as of March 31, 2013 and $29.75 as of December 31, 2012.

4.            Accumulated Other Comprehensive Income

The following table presents the changes in accumulated other comprehensive income (in thousands) by component net of tax for the three months ended March 31, 2013:

   
Unrealized gains on
available for sale
securities (a)
 
Balance as of December 31, 2012
  $ 2,797  
Other comprehensive loss before reclassification
    (571 )
Amount reclassified from accumulated other comprehensive income
    (91 )
Total other comprehensive loss
    (662 )
Balance as of March 31, 2013
  $ 2,135  

(a)  All amounts are net of tax.  Amounts in parentheses indicate debits.

 
9

 

The following table presents significant amounts reclassified out of each component of accumulated other comprehensive income (in thousands) for the three months ended March 31, 2013:

 
 
 
 
Details about other comprehensive income
 
Amount Reclassified
From Accumulated
Other
Comprehensive
Income (a)
 
 
Affected Line Item in
the Statement Where
Net Income is
Presented
         
Unrealized gains on available for sale securities
  $ 138  
Net realized gains on sales of securities
      (47 )
Income tax expense
    $ 91  
Net of tax
(a)  Amounts in parentheses indicate debits to net income

5.           Off-Balance Sheet Financial Instruments and Guarantees

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and letters of credit.  Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments.  The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

A summary of the Bank’s financial instrument commitments is as follows:

(in thousands)
 
March 31,
 
   
2013
   
2012
 
 
Unfunded availability under loan commitments
  $ 22,836     $ 42,538  
Unfunded commitments under lines of credit
    49,433       41,865  
Standby letters of credit
    6,128       11,557  
    $ 78,397     $ 95,960  
 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.  The Bank evaluates each customer’s credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer and generally consists of real estate.

The Bank does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit.  Standby letters of credit written are conditional commitments issued by the Bank to

 
10

 

guarantee the performance of a customer to a third party.  Generally, all letters of credit, when issued, have expiration dates within one year.  The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers.  The Bank, generally, holds collateral and/or personal guarantees supporting these commitments.  Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees.  The current amount of the liability as of March 31, 2013 for guarantees under standby letters of credit issued is not material.

6.   Securities

The amortized cost and fair value of securities were as follows:

   
March 31, 2013
 
   
 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
 
Fair
Value
 
   
(In Thousands)
 
Available for Sale:
                       
U.S. Government agencies
  $ 17,290     $ 34     $ (29 )   $ 17,295  
States and political subdivisions
    56,125       2,384       (182 )     58,327  
Corporate obligations
    8,502       328       -       8,830  
Mortgage-backed securities-
   government sponsored entities
    63,151       878       (196 )     63,833  
Equity securities-financial services
    292       28       (7 )     313  
    $ 145,360     $ 3,652     $ (414 )   $ 148,598  
Held to Maturity:
                               
States and political subdivisions
  $ 173     $ 2     $ -     $ 175  


   
December 31, 2012
 
   
 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
 
Fair
Value
 
   
(In Thousands)
 
Available for Sale:
                       
U.S. Government agencies
  $ 13,076     $ 36     $ (20 )   $ 13,092  
States and political subdivisions
    55,864       2,995       (73 )     58,786  
Corporate obligations
    8,521       347       -       8,868  
Mortgage-backed securities-government
    sponsored entities
    63,397       1,041       (113 )     64,325  
                                 
Equity securities-financial services
    292       27       -       319  
    $ 141,150     $ 4,446     $ (206 )   $ 145,390  
Held to Maturity:
                               
States and political subdivisions
  $ 173     $ 4     $ -     $ 177  

 
11

 
 
The following tables show the Company’s investments’ gross unrealized losses and fair value aggregated by length of time that individual securities have been in a continuous unrealized loss position (in thousands):
 
   
March 31, 2013
 
    Less than 12 Months     12 Months or More     Total  
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
U.S. government agencies
  $ 9,070     $ (29 )   $ -     $ -     $ 9,070     $ (29 )
States and political subdivisions
    8,814       (182 )     -       -       8,814       (182 )
Mortgage-backed securities-government sponsored agencies
    28,321       (196 )     -       -       28,321       (196 )
Equity securities–financial   services
    178       (7 )     -       -       178       (7 )
    $ 46,383     $ (414 )   $ -     $ -     $ 46,383     $ (414 )


   
December 31, 2012
 
    Less than 12 Months     12 Months or More     Total  
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
 
U.S. government agencies
  $ 7,056     $ (20 )   $ -     $ -     $ 7,056     $ (20 )
States and political subdivisions
    5,821       (73 )     -       -       5,821       (73 )
Mortgage-backed securities-government sponsored agencies
      17,199       (113 )       -         -         17,199       (113 )
    $ 30,076     $ (206 )   $ -     $ -     $ 30,076     $ (206 )

At March 31, 2013, the Company has 48 debt securities in an unrealized loss position in the less than twelve months category and no debt securities in the twelve months or more category.  In Management’s opinion the unrealized losses less than twelve months principally reflect changes in interest rates subsequent to the acquisition of specific securities.  No other-than-temporary-impairment charges were recorded in 2013.  Management believes that all other unrealized loss represents temporary impairment of the security as the Company does not have the intent to sell the security and it is more likely than not that it will not have to sell the security before recovery of its cost basis.

 
12

 

The amortized cost and fair value of debt securities as of March 31, 2013 by contractual maturity are shown below.  Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

    Available for Sale     Held to Maturity  
   
Amortized Cost
   
Fair Value
   
Amortized Cost
   
Fair Value
 
   
(In Thousands)
 
                         
Due in one year or less
  $ 5,474     $ 5,542     $ -     $ -  
Due after one year through five years
    14,147       14,433       173       175  
Due after five years through ten years
    29,990       30,844       -       -  
Due after ten years
    32,306       33,633       -       -  
                                 
Mortgage-backed securities-government sponsored agencies
    63,151       63,833       -       -  
    $ 145,068     $ 148,285     $ 173     $ 175  
 
Gross realized gains and gross realized losses on sales of securities available for sale were as follows (in thousands):

   
Three Months
 
   
Ended March 31,
 
   
2013
   
2012
 
Gross realized gains
  $ 156     $ 402  
Gross realized losses
    (18 )     -  
Net realized gain
  $ 138     $ 402  
Proceeds from sales of securities
  $ 7,403     $ 10,633  

7.   Loans Receivable and Allowance for Loan Losses

Set forth below is selected data relating to the composition of the loan portfolio at the dates indicated:

   
Types of loans
       
    (dollars in thousands)        
             
    March 31, 2013     December 31, 2012  
Real Estate-Residential
  $ 153,422       32.0 %   $ 150,043       31.4 %
Commercial
    270,654       56.5       274,484       57.5  
Construction
    14,750       3.1       13,435       2.8  
Commercial, financial and agricultural
    26,443       5.5       25,113       5.3  
Consumer loans to individuals
    13,922       2.9       14,154       3.0  
Total loans
    479,191       100.0 %     477,229       100.0 %
Deferred fees, net
    (528 )             (519 )        
Total loans receivable
    478,663               476,710          
Allowance for loan losses
    (5,726 )             (5,502 )        
Net loans receivable
  $ 472,937             $ 471,208          

 
13

 
 
Changes in the accretable yield for purchased credit-impaired loans were as follows for the three months ended March 31 (in thousands):

   
2013
   
2012
 
Balance at beginning of period
  $ 76     $ 171  
Accretion
    (23 )     (24 )
Reclassification and other
    -       -  
Balance at end of period
  $ 53     $ 147  

The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30 (in thousands):

   
March 31, 2013
   
December 31, 2012
 
             
Outstanding Balance
  $ 1,102     $ 1,145  
Carrying Amount
  $ 1,049     $ 1,069  

There were no material increases or decreases in the expected cash flows of these loans between May 31, 2011 (the “acquisition date”) and March 31, 2013.  There has been no allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality as of May 31, 2011 as well as those acquired without specific evidence of deterioration in credit quality as of March 31, 2013.  In addition, there has been no allowance for loan losses reversed.

The Company maintains a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans.  Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers.  Specific loan loss allowances are established for identified losses based on a review of such information.  A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probably that we will be unable to collect all amounts due according to the contractual terms of the loan agreement.  All loans identified as impaired are evaluated independently.  We do not aggregate such loans for evaluation purposes.  Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.  Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring.

A loan is considered to be a troubled debt restructuring (“TDR”) loan when the Company grants a concession to the borrower because of the borrower’s financial condition that it would not otherwise consider.  Such concessions include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates that are less than the current market rate for new obligations with similar risk.

 
14

 

The following table shows the amount of loans in each category that were individually and collectively evaluated for impairment at the dates indicated:
 
    Real Estate                    
    Residential     Commercial       Construction      Commercial
Loans
     Consumer
Loans
     Total  
March 31, 2013
    (In thousands)  
                                     
Individually evaluated for impairment
  $ -     $ 10,035     $ -     $ -     $ -     $ 10,035  
Loans acquired with deteriorated credit quality
        253       796           -           -           -           1,049  
Collectively evaluated for impairment
      153,169         259,823         14,750        26,443         13,922         468,107  
                                                 
Total loans    $ 153,422     $ 270,654     $ 14,750     $ 26,443     $ 13,922     $ 479,191  
 
 
    Real Estate                    
    Residential      Commercial     Construction       Commercial
Loans
     Consumer
Loans
     Total  
December 31, 2012
    (In thousands)  
                                     
Individually evaluated for impairment
  $ -     $ 10,246     $ -     $ 310     $ -     $ 10,556  
Loans acquired with deteriorated credit quality
    270       799       -       -       -       1,069  
Collectively evaluated for impairment
      149,773         263,439        13,435         24,803       14,154       465,604  
Total Loans
  $ 150,043     $ 274,484     $ 13,435     $ 25,113     $ 14,154     $ 477,229  

 
15

 
 
The following table includes the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable.  Also presented are the average recorded investments in the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired.

   
 
Recorded
Investment
   
Unpaid
 Principal
 Balance
   
 
Associated
Allowance
 
March 31, 2013
With no related allowance recorded:
  (In thousands)  
Real Estate Loans
                 
    Residential
  $ 253     $ 265     $ -  
    Commercial
    10,831       10,872       -  
          Subtotal
    11,084       11,137       -  
With an allowance recorded:
                       
          Subtotal
    -       -       -  
Total:
                       
Real Estate loans
                       
    Residential
    253       265       -  
    Commercial
    10,831       10,872       -  
          Total Impaired Loans
  $ 11,084     $ 11,137     $ -  
 

 
   
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
 
Associated
Allowance
 
December 31, 2012
With no related allowance recorded:
  (In thousands)  
Real Estate Loans
                 
Residential
  $ 270     $ 286     $ -  
Commercial
    10,494       10,554       -  
Commercial Loans
    310       310       -  
Subtotal
    11,074       11,150       -  
With an allowance recorded:
                       
Real Estate Loans
                       
Commercial
    551       551       9  
Subtotal
    551       551       9  
Total:
                       
Real Estate loans
                       
Residential
    270       286       -  
Commercial
    11,045       11,105       9  
Commercial Loans
    310       310       -  
Total Impaired Loans
  $ 11,625     $ 11,701     $ 9  

 
16

 

The following information for impaired loans is presented for the periods ended March 31, 2013 and 2012:

      Average Recorded Investment     Interest Income  Recognized  
      2013     2012     2013     2012  
Total:
                         
Real Estate loans
                         
Residential
  $
262
  $
296
  $
1
  $
1
 
Commercial
   
10,839
   
13,197
   
19
   
75
 
Commercial loans
   
            -
   
       385
   
       -
   
          -
 
Total Loans
  $
11,101
  $
13,878
  $
20
  $
      76
 


Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of financial difficulties experienced by the borrower, who could not obtain comparable terms from alternate financing sources.  As of March 31, 2013, troubled debt restructured loans totaled $5.3 million and had no specific reserves. During 2013, there were no new loans identified as troubled debt restructurings, nor were there any loan modifications classified as troubled debt restructurings that subsequently defaulted.  As of December 31, 2012, troubled debt restructured loans totaled $5.6 million and resulted in specific reserves of $9,000. For the period ended March 31, 2012, there were no new loans identified as troubled debt restructurings, nor were there any loan modifications classified as troubled debt restructurings that subsequently defaulted.

Management uses an eight point internal risk rating system to monitor the credit quality of the overall loan portfolio.  The first four categories are considered not criticized, and are aggregated as “Pass” rated.  The criticized rating categories utilized by management generally follow bank regulatory definitions.  The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification.  Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected.  All loans greater than 90 days past due are considered Substandard.  Any portion of a loan that has been charged off is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight.  Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as non performance, repossession, or death occurs to raise awareness of a possible credit event.  The Company’s Loan Review Department is responsible for the timely and accurate risk rating of the loans on an ongoing basis.  Every credit which must be approved by Loan Committee or the Board of Directors is assigned a risk rating at time of consideration.  Loan Review also annually reviews relationships of $500,000 and over to assign or re-affirm risk ratings.  Loans in the Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

 
17

 

The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard, Doubtful and Loss within the internal risk rating system as of  March 31, 2013 and December 31, 2012 (in thousands):

   
 
Pass
   
Special
Mention
   
 
Substandard
   
 
Doubtful
   
 
Total
 
March 31, 2013
                             
 
 
Commercial real estate loans
  $ 248,287     $ 10,819     $ 11,548     $ -     $ 270,654  
Commercial loans
    26,443       -       -       -       26,443  
Total
  $ 274,730     $ 10,819     $ 11,548     $ -     $ 297,097  
 
   
 
Pass
   
Special
Mention
   
 
Substandard
   
 
Doubtful
   
 
Total
 
December 31,  2012
                             
 
 
Commercial real estate loans
  $
251,484
    $
11,245
    $
11,755
    $ -     $
274,484
 
Commercial loans
   
24,427
     
318
     
368
      -       26,443  
Total
  $
275,911
    $
11,563
    $
12,123
    $ -     $
299,597
 
 
For residential real estate loans, construction loans and consumer loans, the Company evaluates credit quality based on the performance of the individual credits.  The following table presents the recorded investment in the loan classes based on payment activity as of March 31, 2013 and December 31, 2012 (in thousands):

March 31, 2013
 
Performing
   
Nonperforming
   
Total
 
Residential real estate loans
  $ 150,800     $ 2,622     $ 153,422  
Construction
    14,750       -       14,750  
Consumer loans
    13,922       -       13,922  
Total
  $ 179,472     $ 2,622     $ 182,094  
                         
 
December 31, 2012
 
Performing
   
Nonperforming
   
Total
 
Residential real estate loans
  $ 147,197     $ 2,846     $ 150,043  
Construction
    13,435       -       13,435  
Consumer loans
    14,154       -       14,154  
Total
  $ 174,786     $ 2,846     $ 177,632  
                         
 
 
18

 

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.  The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of March 31, 2013 and December 31, 2012 (in thousands):
   
 
 
 
 
 
Current
   
 
 
 
31-60 Days Past Due
   
 
 
 
61-90 Days Past Due
   
 
 
Greater than 90 Days Past Due and still accruing
   
 
 
 
 
Non-Accrual
   
 
 
Total Past Due and Non-Accrual
   
 
 
 
 
Total Loans
 
 
March 31, 2013
                                         
Real Estate loans
                                         
Residential
  $ 150,283     $ 457     $ 60     $ -     $ 2,622     $ 3,139     $ 153,422  
Commercial
    259,838       856       -       -       9,960       10,816       270,654  
Construction
    14,683       67       -       -       -       67       14,750  
Commercial  loans
    26,405       30       8       -       -       38       26,443  
Consumer  loans
    13,878       35       9       -       -       44       13,922  
Total
  $ 465,087     $ 1,445     $ 77     $ -     $ 12,582     $ 14,104     $ 479,191  
   
 
 
 
 
Current
   
 
 
31-60 Days Past Due
   
 
 
61-90 Days Past Due
   
 
Greater than 90 Days Past Due and still accruing
   
 
 
 
Non-Accrual
   
 
Total Past Due and Non-Accrual
   
 
 
 
Total Loans
 
 
December 31, 2012
                                                       
Real Estate loans
                                                       
Residential
  $ 146,847     $ 94     $ 256     $ -     $ 2,846     $ 3,196     $ 150,043  
Commercial
    261,527       2,333       598       -       10,026       12,957       274,484  
Construction
    13,363       72       -       -       -       72       13,435  
Commercial  loans
    24,785       -       -       -       328       328       25,113  
Consumer  loans
    14,029       114       11       -       -       125       14,154  
Total
  $ 460,551     $ 2,613     $ 865     $ -     $ 13,200     $ 16,678     $ 477,229  

 
19

 

The following table presents the allowance for loan losses by the classes of the loan portfolio:

(In thousands)
 
 
Residential
Real Estate
   
 
Commercial
Real Estate
   
 
 
Construction
   
 
 
 Commercial
   
 
 
Consumer
   
 
 
Total
 
Beginning balance, December 31, 2012
  $ 1,797     $ 3,183     $ 119     $ 223     $ 180     $ 5,502  
Charge Offs
    (250 )     (313 )     -       -       (19 )     (582 )
Recoveries
    -       -       -       -       6       6  
Provision Expense
    427       420       5       (47 )     (5 )     800  
Ending balance, March 31, 2013
  $ 1,974     $ 3,290     $ 124     $ 176     $ 162     $ 5,726  
Ending balance individually evaluated for impairment
  $ -     $ -     $ -     $ -     $ -     $ -  
Ending balance collectively evaluated for impairment
  $ 1,974     $ 3,290     $ 124     $ 176     $ 162     $ 5,726  
 
 
(In thousands)
 
 
Residential
Real Estate
   
 
Commercial
Real Estate
   
 
 
Construction
   
 
 
 Commercial
   
 
 
Consumer
   
 
 
Total
 
Beginning balance, December 31, 2011
  $ 1,257     $ 3,838     $ 72     $ 147     $ 144     $ 5,458  
Charge Offs
    (61 )     (103 )     -               (32 )     (196 )
Recoveries
    1       -       -       -       5       6  
Provision Expense
     2       272       3       44       29       350  
Ending balance, March 31, 2012
  $ 1,199     $ 4,007     $ 75     $ 191     $ 146     $ 5,618  
Ending balance individually evaluated for impairment
  $ -     $ 1,073     $ -     $ -     $ -     $ 1,073  
Ending balance collectively evaluated for impairment
  $ 1,199     $ 2,934     $ 75     $ 191     $ 146     $ 4,545  

The Company’s primary business activity is with customers located in northeastern Pennsylvania. Accordingly, the Company has extended credit primarily to commercial entities and individuals in this area whose ability to honor their contracts is influenced by the region’s economy.

As of March 31, 2013, the Company considered its concentration of credit risk to be acceptable.  The highest concentrations are in the hospitality lodging industry, property owners associations and bars/restaurants with loans outstanding of $40.2 million, or 43.3% of capital, to the hospitality lodging industry, $10.8 million, or 11.6% of capital, to property owners associations, and $10.2 million, or 11.0% of capital, to bars/restaurants. There were no losses recognized on loans within these concentrations during the current period.

Gross realized gains and gross realized losses on sales of residential mortgage loans were $18,000 and $7,000 respectively, in the first three months of 2013 compared to $5,000 and $0, respectively, in the same

 
20

 

period in 2012.  The proceeds from the sales of residential mortgage loans totaled $1.1 million and $128,000 for the three months ended March 31, 2013 and 2012, respectively.
 
8.            Fair Value Measurements

Fair value estimates are based on quoted market prices, if available, quoted market prices of similar assets or liabilities, or the present value of expected future cash flows and other valuation techniques.  These valuations are significantly affected by discount rates, cash flow assumptions and risk assumptions used.  Therefore, fair value estimates may not be substantiated by comparison to independent markets and are not intended to reflect the proceeds that may be realizable in an immediate settlement of the instruments.

Fair value is determined at one point in time and is not representative of future value.  These amounts do not reflect the total value of a going concern organization.  Management does not have the intention to dispose of a significant portion of its assets and liabilities and therefore, the unrealized gains or losses should not be interpreted as a forecast of future earnings and cash flows.

The following is a discussion of assets and liabilities measured at fair value on a recurring basis and valuation techniques applied:
 
Securities:

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.

Impaired loans (generally carried at fair value):

The Company measures impairment generally based on the fair value of the loan’s collateral.  Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the lowest level of input that is significant to the fair value measurements.

Foreclosed real estate owned (carried at fair value):

Real estate properties acquired through, or in lieu of loan foreclosure are to be sold and are carried at fair value less estimated cost to sell.  Fair value is based upon independent market prices, appraised value of the collateral or management’s estimation of the value of the collateral.  These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.

 
21

 

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at March 31, 2013 and December 31, 2012 are as follows:

   
Fair Value Measurement Using
Reporting Date
 
 
 
 
Description
 
 
 
 
Total
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
(In thousands)
 
                         
March 31, 2013
                       
Available for Sale:
                       
US Government agencies
  $ 17,295     $ -     $ 17,295     $ -  
States and political subdivisions
    58,327       -       58,327       -  
Corporate obligations
    8,830       -       8,830       -  
Mortgage-backed securities-government sponsored agencies
    63,833       -       63,833       -  
Equity securities-financial services
    313       313    
­ -
      -  
Total
  $ 148,598     $ 313     $ 148,285     $ -  
                                 
December 31, 2012
                               
Available for Sale:
                               
US Government agencies
  $ 13,092     $ -     $ 13,092     $ -  
States and political subdivisions
    58,786       -       58,786       -  
Corporate obligations
    8,868       -       8,868       -  
Mortgage-backed securities-government sponsored agencies
    64,325       -       64,325       -  
Equity securities-financial services
    319       319    
-
   
-
 
Total
  $ 145,390     $ 319     $ 145,071     $ -  

 
22

 

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at March 31, 2013 and December 31, 2012 are as follows:

         
Fair Value Measurement Reporting Date using
 
                         
(In thousands)
                       
 
Description
 
Total
   
(Level 1)
   
 
(Level 2)
   
 
(Level 3)
 
March 31, 2013
     
Impaired Loans
  $ 11,084     $ -     $ -     $ 11,084  
Foreclosed Real Estate Owned
    1,099       -       -       1,099  
                                 
                                 
December 31, 2012
                               
Impaired Loans
  $ 11,616     $ -     $ -     $ 11,616  
Foreclosed Real Estate Owned
    852       -       -       852  

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which  has utilized Level 3 inputs to determine fair value:

   
Quantitative Information about Level 3 Fair Value Measurements
 
 
(In thousands)
 
Fair Value
Estimate
 
Valuation Techniques
Unobservable
Input
 
Range (Weighted
Average)
 
March 31, 2013
               
Impaired loans
  $ 11,084  
Appraisal of collateral(1)
Appraisal adjustments(2)
    0-30% (24.07%)  
                     
Foreclosed real estate owned
  $ 1,099  
Appraisal of collateral(1)(3)
Liquidation Expenses(2)
    20%  


    
Quantitative Information about Level 3 Fair Value Measurements
 
 
(In thousands)
 
Fair Value
Estimate
 
Valuation Techniques
Unobservable
Input
 
Range (Weighted
Average)
 
December 31, 2012
               
 
Impaired loans
  $ 11,616  
Appraisal of collateral(1)
Appraisal adjustments(2)
    0-30% (24.10%)  
                     
Foreclosed real estate owned
  $ 852  
Appraisal of collateral(1)(3)
Liquidation Expenses(2)
    20%  
 
(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable, less any associated allowance.
(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.  The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
(3)
Includes qualitative adjustments by management and estimated liquidation expenses.
 
 
23

 
 
The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities.  Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.  The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at March 31, 2013 and December 31, 2012.

Cash and cash equivalents (carried at cost):

The carrying amounts reported in the consolidated balance sheet for cash and short-term instruments approximate those assets’ fair values.

Loans receivable (carried at cost):

The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans.  Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal.  Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Mortgage servicing rights (generally carried at cost)

The Company utilizes a third party provider to estimate the fair value of certain loan servicing rights.  Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation.

Restricted Investment in Federal Home Loan Bank stock (carried at cost):

The Company as a member of the Federal Home Loan Bank (FHLB) system is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula.  This restricted stock has no quoted market value and is carried at cost.

Bank Owned Life Insurance (carried at cost):

The fair value is equal to the cash surrender value of the Bank-owned life insurance.

Accrued interest receivable and payable (carried at cost):

The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposit liabilities (carried at cost):

The fair values disclosed for demand deposits (e.g. interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e. their carrying amounts).  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

 
24

 

Short-term borrowings (carried at cost):
The carrying amounts of short-term borrowings approximate their fair values.

Other borrowings (carried at cost):

Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity.  These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Off-balance sheet financial instruments (disclosed at cost):

Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.

The estimated fair values of the Bank’s financial instruments were as follows at March 31, 2013 and December 31, 2012. (In thousands)
 
   
Fair Value Measurements at March 31, 2013
 
   
 
 
Carrying Amount
   
 
 
 
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
 
Significant Unobservable Inputs
(Level 3)
 
Financial assets:
                             
Cash and cash equivalents
  $ 15,945     $ 15,945     $ 15,945     $ -     $ -  
Securities
    148,771       148,773       313       148,460       -  
Loans receivable, net
    472,937       486,608       -       -       486,608  
Mortgage servicing rights
    234       234       234       -       -  
Regulatory Stock
    2,533       2,533       2,533       -       -  
Bank owned life insurance
    14,402       14,402       14,402       -       -  
Accrued interest receivable
    2,456       2,456       2,456       -       -  
                                         
Financial liabilities:
                                       
Deposits
    535,632       537,201       324,564       -       212,637  
Short-term borrowings
    21,859       21,859       21,859       -       -  
Other borrowings
    25,343       28,068       -       -       28,068  
Accrued interest payable
    1,082       1,082       1,082       -       -  
                                         
Off-balance sheet financial instruments:                                        
Commitments to extend credit and outstanding letters of credit
      -         -         -         -         -  
 
 
25

 
 
   
Fair Value Measurements at December 31, 2012
 
   
 
 
Carrying Amount
   
 
 
 
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Financial assets:
                             
Cash and cash equivalents
  $ 12,295     $ 12,295     $ 12,295     $ -     $ -  
Securities
    145,563       145,567       319       145,248       -  
Loans receivable, net
    471,208       485,848       -       -       485,848  
Mortgage servicing rights
    243       243       -       243       -  
Regulatory stock
    2,630       2,630       2,630       -       -  
Bank owned life insurance
    15,357       15,357       15,357       -       -  
Accrued interest receivable
    2,393       2,393       2,393       -       -  
                                         
Financial liabilities:
                                       
Deposits
    524,425       526,081       313,166       -       212,915  
Short-term borrowings
    28,697       28,697       28,697       -       -  
Other borrowings
    22,487       25,426       -       -       25,426  
Accrued interest payable
    1,242       1,242       1,242       -       -  
                                         
Off-balance sheet financial instruments:
                                       
Commitments to extend credit and outstanding letters of  credit
          -             -             -             -             -  


9.           New and Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements:
 
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220):  Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.   The amendments in this Update require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income.  For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts.  For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012.  Early adoption is permitted.  The Company has provided the necessary disclosures in Note 4.
 
In February 2013, the FASB issued ASU 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.  The objective of the amendments in this Update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the
 
26

 

 
total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. generally accepted accounting principles (GAAP). Examples of obligations within the scope of this Update include debt arrangements, other contractual obligations, and settled litigation and judicial rulings. U.S. GAAP does not include specific guidance on accounting for such obligations with joint and several liability, which has resulted in diversity in practice. Some entities record the entire amount under the joint and several liability arrangement on the basis of the concept of a liability and the guidance that must be met to extinguish a liability. Other entities record less than the total amount of the obligation, such as an amount allocated, an amount corresponding to the proceeds received, or the portion of the amount the entity agreed to pay among its co-obligors, on the basis of the guidance for contingent liabilities. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.  This ASU is not expected to have a significant impact on the Company’s financial statements.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

           The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes,” “anticipates,” “contemplates,” “expects,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties are as follows:

 
our ability to realize the anticipated benefits from our acquisition of North Penn Bancorp, Inc.
 
possible future impairment of intangible assets
 
our ability to effectively manage future growth
 
loan losses in excess of our allowance
 
risks inherent in commercial lending
 
real estate collateral which is subject to declines in value
 
potential other-than-temporary impairments
 
higher deposit insurance premiums
 
soundness of other financial institutions
 
increased compliance burden under new financial reform legislation
 
risk of failure to stabilize the financial system
 
current market volatility
 
potential liquidity risk
 
availability of capital
 
regional economic factors
 
loss of senior officers
 
comparatively low legal lending limits
 
risks of new capital requirements
 
limited market for the Company’s stock
 
restrictions on ability to pay dividends
 
common stock may lose value
 
competitive environment
 
issuing additional shares may dilute ownership
 
extensive and complex governmental regulation and associated cost
 
interest rate risks

 
27

 

Norwood Financial Corp. undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Critical Accounting Policies

Note 2 to the Company’s consolidated financial statements for the year ended December 31, 2012 (incorporated by reference in Item 8 of the Form 10-K) lists significant accounting policies used in the development and presentation of its financial statements.  This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors that are necessary for an understanding and evaluation of the Company and its results of operations.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, potential impairment of restricted stock, accounting for stock options, the valuation of deferred tax assets, the fair value of financial instruments, valuation of impaired loans, and the determination of other-than-temporary impairment losses on securities.  Please refer to the discussion of the allowance for loan losses calculation under “Allowance for Loan Losses and Non-performing Assets” in the “Changes in Financial Condition” section.

The Company uses the modified prospective transition method to account for stock based compensation.  Under this method companies are required to record compensation expense, based on the fair value of options over the vesting period.

Deferred income taxes reflect temporary differences in the recognition of the revenue and expenses for tax reporting and financial statement purposes, principally because certain items are recognized in different periods for financial reporting and tax return purposes.  Although realization is not assured, the Company believes that it is more likely than not that all deferred tax assets will be realized.

Bonds, notes and debentures for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the term of the security.

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each Consolidated Balance Sheet date.

Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses.  In estimating other-than-temporary impairment losses, the Company considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent of the Company to not sell the securities and it is more likely than not that it will not have to sell the securities before recovery of their cost basis.  The Company believes that the unrealized loss on all other securities at March 31, 2013 and December 31, 2012 represent temporary impairment of the securities, related to changes in interest rates.

The Company, as a member of the Federal Home Loan Bank (FHLB) system is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula.  This restricted stock has not quoted market value and is carried at cost.

Management evaluates the restricted stock for impairment. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather

 
28

 

than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB.

Management evaluated the stock and concluded that the stock was not impaired for the periods presented herein.  More consideration was given to the long-term prospects for the FHLB as opposed to the recent stress caused by the extreme economic conditions the world is facing.  Management also considered that the FHLB’s regulatory capital ratios have increased from the prior year, liquidity appears adequate, and the new shares of FHLB stock continue to change hands at the $100 par value.  Management believes no impairment charge is necessary related to FHLB stock as of March 31, 2013.

In connection with the acquisition of North Penn, we recorded goodwill in the amount of $9.7 million, representing the excess of amounts paid over the fair value of net assets of the institutions acquired in purchase transactions, at its fair value at the date of acquisition.  Goodwill is tested and deemed impaired when the carrying value of goodwill exceeds its implied fair value.  The value of the goodwill can change in the future.  We expect the value of the goodwill to decrease if there is a significant decrease in the franchise value of the Bank.  If an impairment loss is determined in the future, we will reflect the loss as an expense for the period in which the impairment is determined, leading to a reduction of our net income for that period by the amount of the impairment loss.

Changes in Financial Condition

General
Total assets as of March 31, 2013 were $680.8 million compared to $672.3 million as of December 31, 2012, an increase of $8.5 million.  The increase includes $7.8 million of overnight liquidity which was funded with an $11.2 million increase in deposits.

Securities
The fair value of securities available for sale as of March 31, 2013 was $148.6 million compared to $145.4 million as of December 31, 2012.  The Company purchased $16.9 million of securities principally using the proceeds from $12.5 million of securities sold, called, maturities and principal reductions.

The carrying value of the Company’s securities portfolio (Available-for Sale and Held-to Maturity) consisted of the following:
 
    March 31, 2013     December 31, 2012  
(dollars in thousands)
 
Amount
   
% of portfolio
   
Amount
   
% of portfolio
 
                         
US Government agencies
  $ 17,295       11.6 %   $ 13,092       9.0 %
States and political subdivisions
    58,500       39.3       58,959       40.5  
Corporate obligations
    8,830       6.0       8,868       6.1  
Mortgage-backed securities-government sponsored entities
    63,833       42.9       64,325        44.2  
Equity securities-financial services
    313       0.2        319        0.2  
Total
  $ 148,771       100.0 %   $ 145,563       100.0 %

The Company has securities in an unrealized loss position.  In management’s opinion, the unrealized losses in state and political subdivisions and mortgage-backed securities reflect changes in interest rates subsequent to the acquisition of specific securities.  The Company holds a small amount of equity securities in

 
29

 

other financial institutions, the value of which has been impacted by the weakening conditions of the financial markets.  Management believes that the unrealized losses on all other equity holdings represent temporary impairment of the securities, as the Company has the intent and ability to hold these investments until maturity or market price recovery.
 
Loans
 
Loans receivable totaled $478.7 million at March 31, 2013 compared to $476.7 million as of December 31, 2012.  The growth recorded in 2013 was attributed to a $3.4 million increase in residential mortgage loans.  Commercial real estate loans decreased $3.8 million during the period while other loans increased $2.4 million.

The allowance for loan losses totaled $5,726,000 as of March 31, 2013 and represented 1.20% of total loans, compared to $5,502,000, or 1.15% of total loans, at December 31, 2012, and $5,618,000, or 1.17% of total loans, as of March 31, 2012.  The Company had net charge-offs for the three months ended March 31, 2013 of $576,000 compared to $190,000 in the comparable period in 2012.  The Company’s loan review process assesses the adequacy of the allowance for loan losses on a quarterly basis.  The process includes an analysis of the risks inherent in the loan portfolio.  It includes an analysis of impaired loans and a historical review of credit losses by loan type.  Other factors considered include:  concentration of credit in specific industries; economic and industry conditions; trends in delinquencies and loan classifications, large dollar exposures and loan growth.  Management considers the allowance adequate at March 31, 2013 based on the Company’s criteria.  However, there can be no assurance that the allowance for loan losses will be adequate to cover significant losses, if any, that might be incurred in the future.

As of March 31, 2013, non-performing loans totaled $12.6 million, which is 2.63% of total loans compared to $13.2 million, or 2.77% of total loans at December 31, 2012.
 
The following table sets forth information regarding non-performing loans and foreclosed real estate at the dates indicated:
 
(dollars in thousands)
 
March 31, 2013
   
December 31, 2012
 
Loans accounted for on a non-accrual basis:
           
   Commercial and all other
  $ -     $ 328  
   Real Estate
    12,582       12,872  
   Total
    12,582       13,200  
                 
Accruing loans which are contractually
               
  past due 90 days or more
    -        -  
Total non-performing loans
    12,582       13,200  
Foreclosed real estate
    1,099        852  
Total non-performing assets
  $ 13,681     $ 14,052  
Allowance for loans losses
  $ 5,726     $ 5,502  
Coverage of non-performing loans
    0.46 x     0.42 x
Non-performing loans to total loans
    2.63 %     2.77 %
Non-performing loans to total assets
    1.85 %     1.96 %
Non-performing assets to total assets
    2.01 %     2.09 %

Deposits
During the period, total deposits increased $11.2 million which includes growth of $2.3 million in non-interest bearing demand deposits, a $7.9 million increase in money market and NOW accounts, and a $1.2

 
30

 

million increase in savings deposits.  Certificates of deposit decreased $.2 million due primarily to the runoff of deposits acquired through promotions.

The following table sets forth deposit balances as of the dates indicated:

(dollars in thousands)
 
March 31, 2013
   
December 31, 2012
 
             
Non-interest bearing demand
  $ 84,357     $ 82,075  
Interest bearing demand
    46,711       45,616  
Money market deposit accounts
    123,664       116,841  
Savings
    69,832       68,633  
Time deposits <$100,000
    136,644       139,949  
Time deposits >$100,000
    74,424        71,311  
                 
     Total
  $ 535,632     $ 524,425  


Borrowings

Short-term borrowings as of March 31, 2013 totaled $21.9 million compared to $28.7 million as of December 31, 2012.  Short-term borrowings, which consisted of securities sold under agreements to repurchase declined $6.8 million principally due to the seasonality of municipal cash management accounts.
 
Other borrowings consisted of the following:

(dollars in thousands)
   
March 31, 2013
   
December 31, 2012
 
Notes with the FHLB:
           
Convertible note due May 2013 at 3.015%
  $ 5,000     $ 5,000  
Fixed rate note due July 2015 at 4.34%
    7,441       7,487  
Convertible note due January 2017 at 4.71%
    10,000       10,000  
Amortizing advance due January, 2018 at 0.91%
    2,902       -  
    $ 25,343     $ 22,487  

The convertible notes contain an option which allows the FHLB, at quarterly intervals to change the note to an adjustable-rate advance at three month LIBOR plus 17 to 22 basis points.  If the notes are converted, the option allows the Bank to put the funds back to the FHLB at no charge.  The fixed rate borrowing due July 2015 includes a $441,000 fair value adjustment recorded at the time of the North Penn acquisition.

Off-Balance Sheet Arrangements
The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and letters of credit.  Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.  Commitments to grant loans totaled $22.8 million as of March 31, 2013 compared to $17.6 million as of December 31, 2012.

 
31

 

A summary of the contractual amount of the Company’s financial instrument commitments is as follows:

   
March 31, 2013
   
December 31, 2012
 
   
(in thousands)
 
Unfunded availability under loan commitments
  $ 22,836     $ 17,582  
Unfunded commitments under lines of credit
    49,433       42,735  
Standby letters of credit
    6,128       6,128  
                 
    $ 78,397     $ 66,445  

Stockholders’ Equity and Capital Ratios
As of March 31, 2013, stockholders’ equity totaled $92.9 million, compared to $92.4 million as of December 31, 2012.   The net change in stockholders’ equity included $2.3 million of net income, that was partially offset by $1.0 million of dividends declared, a $319,000 reduction due to an increase in Treasury Stock, and a $192,000 increase due to the exercise and vesting of stock options.  In addition, accumulated other comprehensive income decreased $662,000 due to a decrease in fair value of securities in the available for sale portfolio, net of tax.  This increase in fair value is the result of a change in interest rates and spreads, which may impact the value of the securities. Because of interest rate volatility, the Company’s accumulated other comprehensive income could materially fluctuate for each interim and year-end period.

A comparison of the Company’s regulatory capital ratios is as follows:
 
  March  31, 2013   December 31, 2012  
Tier 1 Capital
       
    (To average assets) 12.18%   11.77%  
Tier 1 Capital
       
    (To risk-weighted assets)  16.54%   16.37%  
Total Capital
       
    (To risk-weighted assets)   17.72%    17.51%  
 
The minimum capital requirements imposed by the FDIC on the Bank for leverage, Tier 1 and Total Capital are 4%, 4% and 8%, respectively.  The Company has similar capital requirements imposed by the Board of Governors of the Federal Reserve System (FRB).  The Bank is also subject to more stringent Pennsylvania Department of Banking (PDB) guidelines.  The Bank’s capital ratios do not differ significantly from the Company’s ratios.  Although not adopted in regulation form, the PDB utilizes capital standards requiring a minimum of 6.5% leverage capital and 10% total capital.  The Company and the Bank were in compliance with FRB, FDIC and PDB capital requirements as of March 31, 2013 and December 31, 2012.

Liquidity
As of March 31, 2013, the Company had cash and cash equivalents of $15.9 million in the form of cash, due from banks and short-term deposits with other institutions.  In addition, the Company had total securities available for sale of $148.6 million which could be used for liquidity needs.  This totals $164.5 million and represents 24.2% of total assets compared to $157.7 million and 23.5% of total assets as of December 31, 2012.  The Company also monitors other liquidity measures, all of which were within the Company’s policy guidelines as of March 31, 2013 and December 31, 2012.  Based upon these measures, the Company believes its liquidity is adequate.

 
32

 
 
Capital Resources
The Company has a line of credit commitment available from the Federal Home Loan Bank (FHLB) of Pittsburgh for borrowings of up to $20,000,000 which expires in December 2016.  There were no borrowings under this line at March 31, 2013 and December 31, 2012.

The Company has a line of credit commitment from Atlantic Central Bankers Bank for $7,000,000 which expires June 30, 2013.  There were no borrowings under this line as of March 31, 2013 and December 31, 2012.

The Company has a line of credit commitment available which has no stated expiration date from PNC Bank for $16,000,000.  There were no borrowings under this line as of March 31, 2013 and December 31, 2012.

The Bank’s maximum borrowing capacity with the Federal Home Loan Bank was approximately $258,000,000 as of March 31, 2013, of which $24,902,000 and $22,000,000 was outstanding at March 31, 2013 and December 31, 2012 respectively.  Advances from the Federal Home Loan Bank are secured by qualifying assets of the Bank.
 
Non-GAAP Financial Measures

This report contains or references fully taxable-equivalent (fte) interest income and net interest income, which are non-GAAP financial measures.  Interest income (fte) and net interest income (fte) are derived from GAAP interest income and net interest income using an assumed tax rate of 34%.  We believe the presentation of interest income (fte) and net interest income (fte) ensures comparability of interest income and net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.  Net interest income (fte) is reconciled to GAAP net interest income on page 34.  Although the Company believes that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP measures.


 
33

 

Results of Operations
NORWOOD FINANCIAL CORP.
Consolidated Average Balance Sheets with Resultant Interest and Rates
 
(Tax-Equivalent Basis, dollars in thousands)
 
Three Months Ended March 31,
 
   
2013
   
2012
 
   
Average
Balance
(2)
   
 
Interest
(1)
   
Average
 Rate
(3)
   
Average
Balance
(2)
   
 
Interest
(1)
   
Average
 Rate
(3)
 
Assets
                                   
Interest-earning assets:
                                   
Interest bearing deposits with banks
  $ 3,983     $ 3       0.30 %   $ 5,718     $ 4       0.28 %
Securities held-to-maturity
    173       3       6.94       171       2       4.68  
Securities available for sale:
                                               
Taxable
    89,946       400       1.78       92,769       533       2.30  
Tax-exempt(1)
    54,973       706       5.14       53,735       745       5.55  
Total securities available for sale (1)
    144,919       1,106       3.05       146,504       1,278       3.49  
Loans receivable (1) (4) (5)
    478,170       6,231       5.21       469,937       6,437       5.48  
Total interest earning assets
    627,245       7,343       4.68       622,330       7,721       4.96  
Non-interest earning assets:
                                               
Cash and due from banks
    8,835                       8,299                  
Allowance for loan losses
    (5,580 )                     (5,543 )                
Other assets
    44,199                       40,505                  
Total non-interest earning assets
    47,454                       48,839                  
Total Assets
  $ 674,699                     $ 671,169                  
Liabilities and Stockholders' Equity
                                               
Interest bearing liabilities:
                                               
Interest bearing demand and money market
  $ 167,514       111       0.27     $ 165,561       139       0.34  
Savings
    69,178       17       0.10       67,913       25       0.15  
Time
    210,035       626       1.19       225,959       797       1.41  
Total interest bearing deposits
    446,727       754       0.68       459,433       961       0.84  
Short-term borrowings
    22,137       12       0.22       18,459       11       0.24  
Other borrowings
    24,734       190       3.07       27,651       244       3.53  
Total interest bearing liabilities
    493,598       956       0.77       505,543       1,216       0.96  
Non-interest bearing liabilities:
                                               
Demand deposits
    83,618                       72,078                  
Other liabilities
    4,073                       3,969                  
Total non-interest bearing liabilities
    87,691                       76,047                  
Stockholders' equity
    93,410                       89,579                  
Total Liabilities and Stockholders' Equity
  $ 674,699                     $ 671,169                  
                                                 
Net interest income (tax equivalent basis)
            6,387       3.91 %             6,505       4.00 %
Tax-equivalent basis adjustment
            (286 )                     (318 )        
Net interest income
          $ 6,101                     $ 6,187          
Net interest margin (tax equivalent basis)
                    4.07 %                     4.18 %
 
(1)
Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 34%.
(2)
Average balances have been calculated based on daily balances.
(3)
Annualized
(4)
Loan balances include non-accrual loans and are net of unearned income.
(5)
Loan yields include the effect of amortization of deferred fees, net of costs.

 
34

 
 
Rate/Volume Analysis.  The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.
 
    Increase/(Decrease)  
    Three months ended March 31, 2013 Compared to  
    Three months ended March 31, 2012  
    Variance due to  
    Volume     Rate     Net  
    (dollars in thousands)  
                   
Interest earning assets:
 
 
             
Interest bearing deposits with banks
  $ (3 )   $ 2     $ (1 )
Securities held to maturity
    -       1       1  
Securities available for sale:
                       
Taxable
    (16 )     (117 )     (133 )
Tax-exempt securities
    95       (134 )     (39 )
Total securities
    79       (251 )     (172 )
Loans receivable
    609       (815 )     (206 )
Total interest earning assets
    685       (1,063 )     (378 )
                         
Interest bearing liabilities:
                       
Interest-bearing demand and money market
    11       (39 )     (28 )
Savings
    3       (11 )     (8 )
Time
    (53 )     (118 )     (171 )
Total interest bearing deposits
    (39 )     (168 )     (207 )
Short-term borrowings
    6       (5 )     1  
Other borrowings
    (24 )     (30 )     (54 )
Total interest bearing liabilities
    (57 )     (203 )     (260 )
Net interest income (tax-equivalent basis)
  $ 742     $ (860 )   $ (118 )

Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

 
35

 
 
Comparison of Operating Results for The Three Months Ended March 31, 2013 to March 31, 2012

General
For the three months ended March 31, 2013, net income totaled $2,308,000 compared to $2,186,000 earned in the similar period in 2012.  The increased net income for the three months ended March 31, 2013 is due primarily to $770,000 of proceeds from a bank-owned life insurance policy and the related tax effect. Earnings per share for the current period were $.64 for basic and $.63 for fully diluted compared to $.61 per share for both basic and diluted for the three months ended March 31, 2012, after giving retroactive effect for the 10% stock dividend declared in the first quarter of 2013.  The resulting annualized return on average assets and annualized return on average equity for the three months ended March 31, 2013 was 1.39% and 10.02%, respectively, compared to 1.31% and 9.81%, respectively, for the similar period in 2012.
 
The following table sets forth changes in net income:

(dollars in thousands)
 
Three months ended
   
   
March 31, 2012 to March 31, 2013
   
Net income three months ended March 31, 2012
    $ 2,186      
Change due to:
             
Net interest income
      (86 )    
Provision for loan losses
      (450 )    
Gain on sales of loans and securities
      (264 )    
Earnings and proceeds on bank-owned life insurance
      793      
Other income
      57      
Salaries and employee benefits
      (60 )    
Occupancy, furniture and equipment
      (42 )    
Foreclosed real estate expense
      (69 )    
All other expenses
      17      
Income tax expense
      226      
               
Net income three months ended  March 31, 2013
    $ 2,308      

Net Interest Income

Net interest income on a fully taxable equivalent basis (fte) for the three months ended March 31, 2013
totaled $6,387,000, a decrease of $118,000 from the similar period in 2012.  The fte net interest spread and net interest margin were 3.91% and 4.07%, respectively, for the three months ended March 31, 2013 compared to 4.00% and 4.18%, respectively, for the similar period in 2012.

Interest income (fte) totaled $7,343,000 with a yield on average earning assets of 4.68% compared to $7,721,000 and 4.96% for the 2012 period. Average loans increased $8.2 million over the comparable period of last year but a 27 basis point decrease in average loan yields and a 44 basis point decrease in average investment yields led to a 28 basis point decrease in the yield on earning assets and a $378,000 decrease in total interest income.  The reduced yields are due to reinvestment at current market rates.  A decreased level of low yield money market assets had a slight positive impact.  Average earning assets totaled $627.2 million for the three months ended March 31, 2013, an increase of $4.9 million over the average for the similar period in 2012.  This increase in average earning assets helped offset the decline in asset yields.

Interest expense for the three months ended March 31, 2013 totaled $956,000 at an average cost of .77% compared to $1,216,000 and .96% for the similar period in 2012.  As a result of the continued low interest

 
36

 

rate environment, the Company further reduced rates paid on its money market accounts and cash management products, which are included in short-term borrowings.  The cost of time deposits, which is the most significant component of funding, declined to 1.19% from 1.41% for the similar period in the prior year.  As time deposits matured, they repriced at the current lower rates resulting in the decrease.

Provision for Loan Losses

The Company’s provision for loan losses for the three months ended March 31, 2013 was $800,000 compared to $350,000 for the three months ended March 31, 2012.  The Company makes provisions for loan losses in an amount necessary to maintain the allowance for loan losses at an acceptable level.  The increase in the provision reflects an increase in net charge-offs during the quarter as well as loan growth recorded during the period. Net charge-offs were $576,000 for the quarter ended March 31, 2013 compared to $190,000 for the similar period in 2012.

Other Income

Other income totaled $1,877,000 for the three months ended March 31, 2013 compared to $1,291,000 for the similar period in 2012.  The current period includes $770,000 of proceeds on a bank-owned life insurance policy as well as a $138,000 gain on the sale of investment securities compared to a $402,000 gain in the first quarter of 2012.  All other service charges and fees increased $80,000 compared to the first quarter of last year.  Gains on the sale of residential mortgage loans were minimal due to reduced activity in both periods.

Other Expense

Other expense for the three months ended March 31, 2013 totaled $4,301,000, or an increase of $154,000 from $4,147,000 for the similar period in 2012.  Foreclosed real estate costs increased $69,000 due to several write-downs during the current period, while all other operating expenses increased $85,000, or 2.1%.

Income Tax Expense

Income tax expense totaled $569,000 for an effective tax rate of 19.8% for the period ending March 31, 2013 compared to $795,000 for an effective tax rate of 26.7% for the similar period in 2012.  The reduction in the effective tax rate reflects the $770,000 of insurance proceeds received in the current period which are tax exempt.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Interest rate sensitivity and the repricing characteristics of assets and liabilities are managed by the Asset and Liability Management Committee (ALCO).  The principal objective of ALCO is to maximize net interest income within acceptable levels of risk, which are established by policy.  Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates.

Net interest income, which is the primary source of the Company’s earnings, is impacted by changes in interest rates and the relationship of different interest rates.  To manage the impact of the rate changes, the balance sheet must be structured so that repricing opportunities exist for both assets and liabilities at approximately the same time intervals.  The Company uses net interest simulation to assist in interest rate risk management.  The process includes simulating various interest rate environments and their impact on net interest income.  As of March 31, 2013, the level of net interest income at risk in a 200 basis point change in

 
37

 

interest rates was within the Company’s policy limits.  The Company’s policy allows for a decline of no more than 8% of net interest income for a ± 200 basis point shift in interest rates.

Imbalance in repricing opportunities at a given point in time reflects interest-sensitivity gaps measured as the difference between rate-sensitive assets (RSA) and rate-sensitive liabilities (RSL).  These are static gap measurements that do not take into account any future activity, and as such are principally used as early indications of potential interest rate exposures over specific intervals.

As of March 31, 2013, the Company had a positive 90 day interest sensitivity gap of $53.1 million or 7.8% of total assets, a decrease from the $54.3 million or 8.1% of total assets as of December 31, 2012.  Rate sensitive assets repricing within 90 days increased $6.8 million as a $4.2 million decrease in loans repricing within the period was offset by an increase in interest bearing deposits and securities repricing.  Time deposits repricing within 90 days increased $2.9 million, while non-maturity interest bearing balances increased $1.6 million and other borrowings increased $3.4 million due to FHLB borrowings.  A positive gap means that rate-sensitive assets are greater than rate-sensitive liabilities at the time interval.  This would indicate that in a rising rate environment, the yield on interest-earning assets could increase faster than the cost of interest-bearing liabilities in the 90 day time frame.  The repricing intervals are managed by ALCO strategies, including adjusting the average life of the investment portfolio, pricing of deposit liabilities to attract longer term time deposits, loan pricing to encourage variable rate products and evaluation of loan sales of long-term fixed rate mortgages.

March 31, 2013
Rate Sensitivity Table
(dollars in thousands)
   
3 Months
   
3-12 Months
   
1 to 3 Years
   
Over
3 Years
   
Total
 
Federal funds sold and interest bearing deposits
  $ 9,182     $ -     $ -     $ -     $ 9,182  
Securities
    12,825       23,888       52,722       59,336       148,771  
Loans Receivable
    112,858       114,873       133,468       117,464       478,663  
Total RSA
    134,865       138,761       186,190       176,800       636,616  
                   
`
                 
Non-maturity interest-bearing deposits
    38,578       43,762       116,030       41,837       240,207  
Time Deposits
    33,194       67,520       79,846       30,508       211,068  
Other
    9,947       8,250       17,868       11,137       47,202  
Total RSL
    81,719       119,532       213,744       83,482       498,477  
                                         
Interest Sensitivity Gap
  $ 53,146     $ 19,229     $ (27,554 )   $ 93,318     $ 138,139  
Cumulative Gap
    53,146       72,375       44,821       138,139          
RSA/RSL-cumulative
    165.0 %     136.0 %     110.8 %     127.7 %        
                                         
December 31, 2012
                                       
                                         
Interest Sensitivity Gap
  $ 54,309     $ 8,226     $ (19,404 )   $ 87,036     $ 130,167  
Cumulative Gap
    54,309       62,535       43,131       130,167          
RSA/RSL-cumulative
    173.6 %     130.7 %     110.4 %     126.4 %        
 
Item 4.  Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures, as

 
38

 

of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II.  OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable

Item 1A. Risk Factors

There have been no material changes in the risk factors affecting the Company that were identified in Item 1A of Part 1 of the Company’s Form 10-K for the year ended December 31, 2012.

Item 2. Unregistered Sales of Equity Sales and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

Not applicable

Item 4.  Mine Safety Disclosures

Not applicable

Item 5.  Other Information

None

Item 6.  Exhibits

No.
Description
   
3(i)
Articles of Incorporation of Norwood Financial Corp.(1)
3(ii)
Bylaws of Norwood Financial Corp. (2)
4.0
Specimen Stock Certificate of Norwood Financial Corp. (1)
10.1
Employment Agreement with Lewis J. Critelli (2)
10.2
Change in Control Severance Agreement with William S. Lance(2)
10.3
Norwood Financial Corp. Stock Option Plan (3)
10.4
Change in Control Severance Agreement with Robert J. Mancuso(4)
10.5
Salary Continuation Agreement between the Bank and William W. Davis, Jr. (5)
10.6
Salary Continuation Agreement between the Bank and Lewis J. Critelli (5)
10.7
1999 Directors Stock Compensation Plan (3)
10.8
Salary Continuation Agreement between the Bank and John H. Sanders (6)
 
 
39

 
 
10.9
2006 Stock Option Plan (7)
10.10
First and Second Amendments to Salary Continuation Agreement with William W. Davis, Jr. (8)
10.11
First and Second Amendments to Salary Continuation Agreement with Lewis J. Critelli (8)
10.12
First and Second Amendments to Salary Continuation Agreement with John H. Sanders (8)
31
Rule 13a-14(a)/15d-14(a) Certification of CEO and CFO
32
Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of Sarbanes Oxley Act of 2002
101.INS 
XBRL Instance Document * 
101.SCH
XBRL Schema Document *
101.CAL
XBRL Calculation Linkbase Document *
101.LAB
XBRL Labels Linkbase Document *
101.PRE
XBRL Presentation Linkbase Document *
101.DEF
XBRL Definition Linkbase Document *
______________________
*
Submitted as Exhibits 101 to this Form 10-Q are documents formatted in XBRL (Extensible Business Reporting Language).  Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

(1)
Incorporated herein by reference into this document from the Exhibits to Form 10, Registration Statement initially filed with the Commission on April 29, 1996, Registration No. 0-28364

(2)
Incorporated by reference into this document from the identically numbered exhibits to the Registrant’s Form 10-K filed with the Commission on March 15, 2010.

(3)
Incorporated herein by reference to the identically numbered exhibits of the Registrant’s Form 10-K filed with the Commission on March 23, 2000.

(4)
Incorporated by reference into this document from the identically numbered exhibit to the Registrant’s Form 10-K filed with the Commission on March 14, 2013, File No. 0-28364.

(5)
Incorporated by reference into this document from the Exhibits to Form S-8 filed with the Commission on August 14, 1998, File No. 333-61487.

(6)
Incorporated herein by reference to the identically numbered exhibit to the Registrant’s Form 10-K filed with the Commission on March 22, 2004.

(7)
Incorporated by reference to this document from Exhibit 4.1 to Registrant’s Registration Statement on Form S-8 (File No. 333-134831) filed with the Commission on June 8, 2006.

(8)
Incorporated herein by reference from the Exhibits to the Registrant’s Current Report on Form 8-K filed on April 4, 2006.
 
 
40

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
NORWOOD FINANCIAL CORP.
     
     
     
Date:   May 10, 2013
 
By:
/s/ Lewis J. Critelli
     
Lewis J. Critelli
     
President and Chief Executive Officer
     
(Principal Executive Officer)
       
       
       
Date:   May 10, 2013
 
By:
/s/ William S. Lance
     
William S. Lance
     
Executive Vice President and
     
Chief Financial Officer
     
(Principal Financial Officer)

41