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PENNS WOODS BANCORP INC - Quarter Report: 2010 June (Form 10-Q)

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q

 

x      Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

 

for the Quarterly Period Ended June 30, 2010.

 

o         Transition report pursuant to Section 13 or 15 (d) of the Exchange Act

 

for the Transition Period from                                to                               .

 

No. 0-17077

(Commission File Number)

 

PENNS WOODS BANCORP, INC.

(Exact name of Registrant as specified in its charter)

 

PENNSYLVANIA

 

23-2226454

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

300 Market Street, P.O. Box 967 Williamsport, Pennsylvania

 

17703-0967

(Address of principal executive offices)

 

(Zip Code)

 

(570) 322-1111

Registrant’s telephone number, including area code

 

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

 

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  o  NO  o

 

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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Small reporting company o

 

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

 

On August 5, 2010 there were 3,833,849 shares of the Registrant’s common stock outstanding.

 

 

 



Table of Contents

 

PENNS WOODS BANCORP, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

 

 

 

Page

 

 

Number

 

 

 

Part I

Financial Information

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

Consolidated Balance Sheet (unaudited) as of June 30, 2010 and December 31, 2009

3

 

 

Consolidated Statement of Income (unaudited) for the Three and Six Months ended June 30, 2010 and 2009

4

 

 

Consolidated Statement of Changes in Shareholders’ Equity (unaudited) for the Six Months ended June 30, 2010 and 2009

5

 

 

Consolidated Statement of Comprehensive Income (unaudited) for the Three and Six Months ended June 30, 2010 and 2009

5

 

 

Consolidated Statement of Cash Flows (unaudited) for the Six Months ended June 30, 2010 and 2009

6

 

 

Notes to Consolidated Financial Statements (unaudited)

7

 

 

Item 2.

Management’s Discussion and Analysis of Financial Conditionand Results of Operations

22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

40

Item 4.

Controls and Procedures

40

 

 

 

Part II

Other Information

 

 

 

 

Item 1.

Legal Proceedings

41

Item 1A.

Risk Factors

41

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

41

Item 3.

Defaults Upon Senior Securities

41

Item 4.

(Removed and Reserved)

41

Item 5.

Other Information

41

Item 6.

Exhibits

42

Signatures

43

Exhibit Index and Exhibits

44

 

2



Table of Contents

 

Part I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

PENNS WOODS BANCORP, INC.

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

 

 

 

June 30,

 

December 31,

 

(In Thousands, Except Share Data)

 

2010

 

2009

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

Noninterest-bearing balances

 

$

12,378

 

$

13,760

 

Interest-bearing deposits in other financial institutions

 

11,963

 

28

 

Total cash and cash equivalents

 

24,341

 

13,788

 

 

 

 

 

 

 

Investment securities, available for sale, at fair value

 

225,625

 

208,768

 

Investment securities held to maturity (fair value of $83 and $108)

 

82

 

107

 

Loans held for sale

 

5,584

 

4,063

 

Loans

 

411,960

 

405,529

 

Less: Allowance for loan losses

 

5,047

 

4,657

 

Loans, net

 

406,913

 

400,872

 

Premises and equipment, net

 

7,966

 

7,988

 

Accrued interest receivable

 

3,673

 

3,523

 

Bank-owned life insurance

 

15,188

 

14,942

 

Investment in limited partnerships

 

4,615

 

4,898

 

Goodwill

 

3,032

 

3,032

 

Deferred tax asset

 

8,399

 

9,491

 

Other assets

 

4,873

 

4,732

 

TOTAL ASSETS

 

$

710,291

 

$

676,204

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Interest-bearing deposits

 

$

442,002

 

$

417,388

 

Noninterest-bearing deposits

 

87,979

 

79,899

 

Total deposits

 

529,981

 

497,287

 

 

 

 

 

 

 

Short-term borrowings

 

14,209

 

18,354

 

Long-term borrowings, Federal Home Loan Bank (FHLB)

 

86,778

 

86,778

 

Accrued interest payable

 

900

 

1,073

 

Other liabilities

 

7,820

 

5,796

 

TOTAL LIABILITIES

 

639,688

 

609,288

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Common stock, par value $8.33, 10,000,000 shares authorized; 4,014,272 and 4,011,985 shares issued

 

33,452

 

33,443

 

Additional paid-in capital

 

18,032

 

18,008

 

Retained earnings

 

28,910

 

27,218

 

Accumulated other comprehensive loss:

 

 

 

 

 

Net unrealized loss on available for sale securities

 

(1,561

)

(3,569

)

Defined benefit plan

 

(1,920

)

(1,920

)

Less: Treasury stock at cost, 180,596 and 179,028 shares

 

(6,310

)

(6,264

)

TOTAL SHAREHOLDERS’ EQUITY

 

70,603

 

66,916

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

710,291

 

$

676,204

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

3



Table of Contents

 

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(In Thousands, Except Per Share Data)

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

INTEREST AND DIVIDEND INCOME:

 

 

 

 

 

 

 

 

 

Loans including fees

 

$

6,398

 

$

6,349

 

$

12,728

 

$

12,568

 

Investment securities:

 

 

 

 

 

 

 

 

 

Taxable

 

1,405

 

1,374

 

2,754

 

2,737

 

Tax-exempt

 

1,270

 

1,249

 

2,528

 

2,495

 

Dividend and other interest income

 

51

 

41

 

103

 

130

 

TOTAL INTEREST AND DIVIDEND INCOME

 

9,124

 

9,013

 

18,113

 

17,930

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

Deposits

 

1,551

 

2,204

 

3,261

 

4,209

 

Short-term borrowings

 

56

 

78

 

120

 

236

 

Long-term borrowings, FHLB

 

927

 

926

 

1,844

 

1,843

 

TOTAL INTEREST EXPENSE

 

2,534

 

3,208

 

5,225

 

6,288

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME

 

6,590

 

5,805

 

12,888

 

11,642

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR LOAN LOSSES

 

400

 

186

 

700

 

312

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

6,190

 

5,619

 

12,188

 

11,330

 

 

 

 

 

 

 

 

 

 

 

NON-INTEREST INCOME:

 

 

 

 

 

 

 

 

 

Service charges

 

537

 

541

 

1,047

 

1,066

 

Securities gains (losses), net

 

56

 

(2,086

)

53

 

(4,455

)

Earnings on bank-owned life insurance

 

128

 

112

 

299

 

274

 

Gain on sale of loans

 

330

 

103

 

512

 

221

 

Insurance commissions

 

273

 

347

 

537

 

701

 

Other

 

684

 

591

 

1,256

 

1,025

 

TOTAL NON-INTEREST INCOME

 

2,008

 

(392

)

3,704

 

(1,168

)

 

 

 

 

 

 

 

 

 

 

NON-INTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

2,615

 

2,595

 

5,352

 

5,077

 

Occupancy, net

 

313

 

318

 

644

 

657

 

Furniture and equipment

 

322

 

306

 

626

 

613

 

Pennsylvania shares tax

 

169

 

172

 

338

 

343

 

Amortization of investment in limited partnerships

 

141

 

141

 

283

 

283

 

Other

 

1,430

 

1,353

 

2,733

 

2,557

 

TOTAL NON-INTEREST EXPENSE

 

4,990

 

4,885

 

9,976

 

9,530

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAX PROVISION (BENEFIT)

 

3,208

 

342

 

5,916

 

632

 

INCOME TAX PROVISION (BENEFIT)

 

436

 

(490

)

696

 

(1,039

)

NET INCOME

 

$

2,772

 

$

832

 

$

5,220

 

$

1,671

 

 

 

 

 

 

 

 

 

 

 

NET INCOME PER SHARE - BASIC

 

$

0.72

 

$

0.22

 

$

1.36

 

$

0.44

 

 

 

 

 

 

 

 

 

 

 

NET INCOME PER SHARE - DILUTED

 

$

0.72

 

$

0.22

 

$

1.36

 

$

0.44

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC

 

3,834,164

 

3,832,520

 

3,834,230

 

3,832,135

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED

 

3,834,291

 

3,832,596

 

3,834,370

 

3,832,173

 

 

 

 

 

 

 

 

 

 

 

DIVIDENDS PER SHARE

 

$

0.46

 

$

0.46

 

$

0.92

 

$

0.92

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

4



Table of Contents

 

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

ACCUMULATED

 

 

 

 

 

 

 

COMMON

 

ADDITIONAL

 

 

 

OTHER

 

 

 

TOTAL

 

 

 

STOCK

 

PAID-IN

 

RETAINED

 

COMPREHENSIVE

 

TREASURY

 

SHAREHOLDERS’

 

(In Thousands, Except Per Share Data)

 

SHARES

 

AMOUNT

 

CAPITAL

 

EARNINGS

 

INCOME (LOSS)

 

STOCK

 

EQUITY

 

Balance, December 31, 2008

 

4,010,528

 

$

33,421

 

$

17,959

 

$

28,177

 

$

(12,266

)

$

(6,264

)

$

61,027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

1,671

 

 

 

 

 

1,671

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

2,163

 

 

 

2,163

 

Dividends declared, ($0.92 per share)

 

 

 

 

 

 

 

(3,526

)

 

 

 

 

(3,526

)

Common shares issued for employee stock purchase plan

 

1,457

 

12

 

24

 

 

 

 

 

 

 

36

 

Balance, June 30, 2009

 

4,011,985

 

$

33,433

 

$

17,983

 

$

26,322

 

$

(10,103

)

$

(6,264

)

$

61,371

 

 

 

 

 

 

 

 

 

 

 

 

ACCUMULATED

 

 

 

 

 

 

 

COMMON

 

ADDITIONAL

 

 

 

OTHER

 

 

 

TOTAL

 

 

 

STOCK

 

PAID-IN

 

RETAINED

 

COMPREHENSIVE

 

TREASURY

 

SHAREHOLDERS’

 

(In Thousands, Except Per Share Data)

 

SHARES

 

AMOUNT

 

CAPITAL

 

EARNINGS

 

INCOME (LOSS)

 

STOCK

 

EQUITY

 

Balance, December 31, 2009

 

4,013,142

 

$

33,443

 

$

18,008

 

$

27,218

 

$

(5,489

)

$

(6,264

)

$

66,916

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

5,220

 

 

 

 

 

5,220

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

2,008

 

 

 

2,008

 

Dividends declared, ($0.92 per share)

 

 

 

 

 

 

 

(3,528

)

 

 

 

 

(3,528

)

Common shares issued for employee stock purchase plan

 

1,130

 

9

 

24

 

 

 

 

 

 

 

33

 

Purchase of treasury stock (1,568 shares)

 

 

 

 

 

 

 

 

 

 

 

(46

)

(46

)

Balance, June 30, 2010

 

4,014,272

 

$

33,452

 

$

18,032

 

$

28,910

 

$

(3,481

)

$

(6,310

)

$

70,603

 

 

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

(In Thousands)

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

$

2,772

 

 

 

$

832

 

 

 

$

5,220

 

 

 

$

1,671

 

Other Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain (loss) on available for sale securities

 

2,557

 

 

 

3,520

 

 

 

3,095

 

 

 

(1,178

)

 

 

Less: Reclassification adjustment for net gains (losses) included in net income

 

56

 

 

 

(2,086

)

 

 

53

 

 

 

(4,455

)

 

 

Other comprehensive income before tax expense

 

 

 

2,501

 

 

 

5,606

 

 

 

3,042

 

 

 

3,277

 

Income tax expense related to other comprehensive income

 

 

 

850

 

 

 

1,906

 

 

 

1,034

 

 

 

1,114

 

Other comprehensive income, net of tax

 

 

 

1,651

 

 

 

3,700

 

 

 

2,008

 

 

 

2,163

 

Comprehensive income

 

 

 

$

4,423

 

 

 

$

4,532

 

 

 

$

7,228

 

 

 

$

3,834

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

5



Table of Contents

 

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

 

 

Six Months Ended

 

 

 

June 30,

 

(In Thousands)

 

2010

 

2009

 

 

 

 

 

 

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net Income

 

$

5,220

 

$

1,671

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

385

 

364

 

Provision for loan losses

 

700

 

312

 

Accretion and amortization of investment security discounts and premiums

 

(1,088

)

(518

)

Securities (gains) losses, net

 

(53

)

4,455

 

Originations of loans held for sale

 

(22,939

)

(10,202

)

Proceeds of loans held for sale

 

21,930

 

9,450

 

Gain on sale of loans

 

(512

)

(221

)

Earnings on bank-owned life insurance

 

(299

)

(274

)

Other, net

 

665

 

(1,327

)

Net cash provided by operating activities

 

4,009

 

3,710

 

INVESTING ACTIVITIES

 

 

 

 

 

Investment securities available for sale:

 

 

 

 

 

Proceeds from sales

 

430

 

4,682

 

Proceeds from calls and maturities

 

10,573

 

5,132

 

Purchases

 

(22,486

)

(9,955

)

Investment securities held to maturity:

 

 

 

 

 

Proceeds from calls and maturities

 

26

 

26

 

Net increase in loans

 

(6,773

)

(11,501

)

Acquisition of bank premises and equipment

 

(363

)

(155

)

Proceeds from the sale of foreclosed assets

 

79

 

 

Purchase of bank-owned life insurance

 

(32

)

(42

)

Proceeds from bank-owned life insurance death benefit

 

82

 

 

Investment in limited partnership

 

 

(738

)

Purchases of regulatory stock

 

 

(170

)

Net cash used for investing activities

 

(18,464

)

(12,721

)

FINANCING ACTIVITIES

 

 

 

 

 

Net increase in interest-bearing deposits

 

24,614

 

75,159

 

Net increase (decrease) in noninterest-bearing deposits

 

8,080

 

(1,526

)

Net decrease in short-term borrowings

 

(4,145

)

(59,066

)

Dividends paid

 

(3,528

)

(3,526

)

Issuance of common stock

 

33

 

36

 

Purchase of treasury stock

 

(46

)

 

Net cash provided by financing activities

 

25,008

 

11,077

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

10,553

 

2,066

 

CASH AND CASH EQUIVALENTS, BEGINNING

 

13,788

 

16,581

 

CASH AND CASH EQUIVALENTS, ENDING

 

$

24,341

 

$

18,647

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$

5,398

 

$

6,385

 

Income taxes paid

 

1,600

 

1,175

 

Transfer of loans to foreclosed real estate

 

32

 

614

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

6



Table of Contents

 

PENNS WOODS BANCORP, INC. AND SUBSIDIARIES

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1.  Basis of Presentation

 

The consolidated financial statements include the accounts of Penns Woods Bancorp, Inc. (the “Company”) and its wholly-owned subsidiaries: Woods Investment Company, Inc., Woods Real Estate Development Company, Inc., and Jersey Shore State Bank (the “Bank”) and its wholly-owned subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group (“The M Group”).  All significant inter-company balances and transactions have been eliminated in the consolidation.

 

The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for the fair presentation of results for such periods.  The results of operations for any interim period are not necessarily indicative of results for the full year.  These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

 

The accounting policies followed in the presentation of interim financial results are the same as those followed on an annual basis.  These policies are presented on pages 38 through 44 of the Annual Report on Form 10-K for the year ended December 31, 2009.

 

In reference to the attached financial statements, all adjustments are of a normal recurring nature pursuant to Rule 10-01(b) (8) of Regulation S-X.

 

Note 2. Recent Accounting Pronouncements

 

In December 2009, the FASB issued ASU 2009-16, Accounting for Transfer of Financial Assets.  ASU 2009-16 provides guidance to improve the relevance, representational faithfulness, and comparability of the information that an entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets.  ASU 2009-16 is effective for annual periods beginning after November 15, 2009 and for interim periods within those fiscal years.  The adoption of this guidance did not have a material impact on the Company’s financial statements.

 

In January 2010, the FASB issued ASU 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash — a consensus of the FASB Emerging Issues Task Force. ASU 2010-01 clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend.  ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009 and should be

 

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applied on a retrospective basis.  The adoption of this guidance did not have a material impact on the Company’s financial statements.

 

In January 2010, the FASB issued ASU 2010-05, Compensation — Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation. ASU 2010-05 updates existing guidance to address the SEC staff’s views on overcoming the presumption that for certain shareholders escrowed share arrangements represent compensation.  ASU 2010-05 is effective January 15, 2010.  The adoption of this guidance did not have a material impact on the Company’s financial statements.

 

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends Subtopic 820-10 to clarify existing disclosures, require new disclosures, and includes conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.  The Company has presented the necessary disclosures in Note 4 (Net Periodic Benefit Cost-Defined Benefit Plans) herein.

 

In February 2010, the FASB issued ASU 2010-08, Technical Corrections to Various Topics. ASU 2010-08 clarifies guidance on embedded derivatives and hedging. ASU 2010-08 is effective for interim and annual periods beginning after December 15, 2009. The adoption of this guidance did not have a material impact on the Company’s financial position or results.

 

In March 2010, the FASB issued ASU 2010-11, Derivatives and Hedging.  ASU 2010-11 provides clarification and related additional examples to improve financial reporting by resolving potential ambiguity about the breadth of the embedded credit derivative scope exception in ASC 815-15-15-8.  ASU 2010-11 is effective at the beginning of the first fiscal quarter beginning after June 15, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

 

In April 2010, the FASB issued ASU 2010-18, Receivables (Topic 310):  Effect of a Loan Modification When the Loan is a Part of a Pool That is Accounted for as a Single Asset — a consensus of the FASB Emerging Issues Task Force.  ASU 2010-18 clarifies the treatment for a modified loan that was acquired as part of a pool of assets.  Refinancing or restructuring the loan does not make it eligible for removal from the pool, the FASB said.  The amendment will be effective for loans that are part of an asset pool and are modified during financial reporting periods that end July 15, 2010 or later.  The amendment is not expected to have a significant impact on the Company’s financial statements.

 

In July 2010, FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.  ASU 2010-20 is intended to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. The

 

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disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010.  The amendments in ASU 2010-20 encourage, but do not require, comparative disclosures for earlier reporting periods that ended before initial adoption. However, an entity should provide comparative disclosures for those reporting periods ending after initial adoption.  The Company is currently evaluating the impact the adoption of this guidance will have on the Company’s financial position or results of operations.

 

Note 3. Per Share Data

 

There are no convertible securities which would affect the denominator in calculating basic and dilutive earnings per share.  Net income as presented on the consolidated statement of income will be used as the numerator.  The following table sets forth the composition of the weighted average common shares (denominator) used in the basic and dilutive per share computation.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares issued

 

4,013,892

 

4,011,548

 

4,013,610

 

4,011,163

 

 

 

 

 

 

 

 

 

 

 

Average treasury stock shares

 

(179,728

)

(179,028

)

(179,380

)

(179,028

)

 

 

 

 

 

 

 

 

 

 

Weighted average common shares and common stock equivalents used to calculate basic earnings per share

 

3,834,164

 

3,832,520

 

3,834,230

 

3,832,135

 

 

 

 

 

 

 

 

 

 

 

Additional common stock equivalents (stock options) used to calculate diluted earnings per share

 

127

 

76

 

140

 

38

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares and common stock equivalents used to calculate diluted earnings per share

 

3,834,291

 

3,832,596

 

3,834,370

 

3,832,173

 

 

Options to purchase 990 shares of common stock at a strike price of $24.72 were outstanding during the six months ended June 30, 2010.   The average market price of the Company’s stock was $31.46 for the six months ended June 30, 2010.  Options to purchase 990 shares of common stock were outstanding during the six months ended June 30, 2009 but were not included in the computation of diluted earnings per share as they were anti-dilutive due to the strike price range being greater than the average market price for the six months ended June 30, 2009.

 

Note 4.  Net Periodic Benefit Cost-Defined Benefit Plans

 

For a detailed disclosure on the Company’s pension and employee benefits plans, please refer to Note 12 of the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2009.

 

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The following sets forth the components of the net periodic benefit cost of the domestic non-contributory defined benefit plan for the six months ended June 30, 2010 and 2009, respectively:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(In Thousands)

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

131

 

$

136

 

$

263

 

$

272

 

Interest cost

 

171

 

170

 

342

 

340

 

Expected return on plan assets

 

(160

)

(127

)

(321

)

(254

)

Amortization of transition obligation

 

(1

)

 

(2

)

(1

)

Amortization of prior service cost

 

7

 

7

 

13

 

13

 

Amortization of net loss

 

37

 

84

 

73

 

169

 

Net periodic cost

 

$

185

 

$

270

 

$

368

 

$

539

 

 

The following table sets forth by level, within the fair value hierarchy detailed in Note 8 (Fair Value Measurements), the Plan’s assets at fair value as of June 30, 2010:

 

 

 

June 30, 2010

 

(In Thousands)

 

Level I

 

Level II

 

Level III

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

206

 

$

 

$

 

$

206

 

Mutual funds - taxable fixed income

 

3,073

 

 

 

3,073

 

Mutual funds - domestic equity

 

3,351

 

 

 

3,351

 

Mutual funds - international equity

 

1,138

 

 

 

1,138

 

Total assets at fair value

 

$

7,768

 

$

 

$

 

$

7,768

 

 

Employer Contributions

 

The Company previously disclosed in its consolidated financial statements, included in the Annual Report on Form 10-K for the year ended December 31, 2009, that it expected to contribute a minimum of $400,000 to its defined benefit plan in 2010.  As of June 30, 2010, there were contributions of $244,000 made to the plan.

 

Note 5.  Off Balance Sheet Risk

 

The Company 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 are primarily comprised of commitments to extend credit and standby letters of credit.  These instruments involve, to varying degrees, elements of credit, interest rate, or liquidity risk in excess of the amount recognized in the consolidated balance sheet.  The contract amounts of these instruments express the extent of involvement the Company has in particular classes of financial instruments.

 

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The Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments.  The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.  The Company may require collateral or other security to support financial instruments with off-balance sheet credit risk.

 

Financial instruments whose contract amounts represent credit risk are as follows at June 30, 2010 and December 31, 2009:

 

 

 

June 30,

 

December 31,

 

(In Thousands)

 

2010

 

2009

 

Commitments to extend credit

 

$

83,015

 

$

80,061

 

Standby letters of credit

 

1,341

 

1,334

 

 

Commitments to extend credit are legally binding agreements to lend to customers.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements.  The Company evaluates each customer’s credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Company, on an extension of credit is based on management’s credit assessment of the counterparty.

 

Standby letters of credit represent conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  These instruments are issued primarily to support bid or performance related contracts.  The coverage period for these instruments is typically a one year period with an annual renewal option subject to prior approval by management.  Fees earned from the issuance of these letters are recognized upon expiration of the coverage period.  For secured letters of credit, the collateral is typically Bank deposit instruments or customer business assets.

 

Note 6.  Reclassification of Comparative Amounts

 

Certain comparative amounts for the prior period have been reclassified to conform to current period presentations. Such reclassifications had no effect on net income or shareholders’ equity.

 

Note 7.  Employee Stock Purchase Plan

 

The Company maintains the Penns Woods Bancorp, Inc. 2006 Employee Stock Purchase Plan (“Plan”). The Plan is intended to encourage employee participation in the ownership and economic progress of the Company.  The Plan allows for up to 1,000,000 shares to be purchased by employees.  The purchase price of the shares is 95% of market value with an employee eligible to purchase up to the lesser of 15% of base compensation or $12,000 in market value annually.  During the six months ended June 30, 2010 and 2009, there were 1,130 and 1,457 shares issued under the plan, respectively.

 

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Note 8.  Fair Value Measurements

 

The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value.

 

Level I:

 

Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

 

 

 

Level II:

 

Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

 

 

 

Level III:

 

Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

 

This hierarchy requires the use of observable market data when available.

 

The following table presents the assets reported on the balance sheet at their fair value on a recurring basis as of June 30, 2010 and December 31, 2009, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

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June 30, 2010

 

(In Thousands)

 

Level I

 

Level II

 

Level III

 

Total

 

 

 

 

 

 

 

 

 

 

 

Assets measured on a recurring basis:

 

 

 

 

 

 

 

 

 

Investment securities, available for sale

 

 

 

 

 

 

 

 

 

U.S. Government and agency securities

 

$

 

$

31,694

 

$

 

$

31,694

 

State and political securities

 

 

161,745

 

 

161,745

 

Other debt securties

 

 

19,339

 

 

19,339

 

Equity securities

 

12,847

 

 

 

12,847

 

Total assets measured on a recurring basis

 

$

12,847

 

$

212,778

 

$

 

$

225,625

 

 

 

 

December 31, 2009

 

(In Thousands)

 

Level I

 

Level II

 

Level III

 

Total

 

 

 

 

 

 

 

 

 

 

 

Assets measured on a recurring basis:

 

 

 

 

 

 

 

 

 

Investment securities, available for sale:

 

 

 

 

 

 

 

 

 

U.S. Government and agency securities

 

$

 

$

39,136

 

$

 

$

39,136

 

State and political securities

 

 

144,877

 

 

144,877

 

Other debt securties

 

 

12,976

 

 

12,976

 

Equity securities

 

11,779

 

 

 

11,779

 

Total assets measured on a recurring basis

 

$

11,779

 

$

196,989

 

$

 

$

208,768

 

 

The following table presents the assets reported on the Consolidated Balance Sheet at their fair value on a non-recurring basis as of June 30, 2010 and December 31, 2009, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

 

 

June 30, 2010

 

(In Thousands)

 

Level I

 

Level II

 

Level III

 

Total

 

 

 

 

 

 

 

 

 

 

 

Assets Measured on a Non-recurring Basis:

 

 

 

 

 

 

 

 

 

Impaired Loans

 

$

 

$

7,652

 

$

 

$

7,652

 

Other real estate owned

 

 

616

 

 

616

 

 

 

 

December 31, 2009

 

(In Thousands)

 

Level I

 

Level II

 

Level III

 

Total

 

 

 

 

 

 

 

 

 

 

 

Assets Measured on a Non-recurring Basis:

 

 

 

 

 

 

 

 

 

Impaired Loans

 

$

 

$

7,510

 

$

 

$

7,510

 

Other real estate owned

 

 

672

 

 

672

 

 

Note 9. Estimated Fair Value of Financial Instruments

 

The Company is required to disclose estimated fair values for its financial instruments.  Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Also, it is the Company’s general practice and intention to hold most of its financial instruments to maturity and not to engage in trading or sales activities.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current

 

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economic conditions, risk characteristics of various financial instruments, and other factors.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions can significantly affect the estimates.

 

Estimated fair values have been determined by the Company using historical data and an estimation methodology suitable for each category of financial instruments.  The Company’s fair value estimates, methods, and assumptions are set forth below for the Company’s other financial instruments.

 

As certain assets and liabilities, such as deferred tax assets, premises and equipment, and many other operational elements of the Company, are not considered financial instruments but have value, this estimated fair value of financial instruments would not represent the full market value of the Company.

 

The estimated fair values of the Company’s financial instruments are as follows at June 30, 2010 and December 31, 2009:

 

 

 

June 30, 2010

 

December 31, 2009

 

 

 

Carrying

 

Fair

 

Carrying

 

Fair

 

(In Thousands)

 

Value

 

Value

 

Value

 

Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

24,341

 

$

24,341

 

$

13,788

 

$

13,788

 

Investment securities:

 

 

 

 

 

 

 

 

 

Available for sale

 

225,625

 

225,625

 

208,768

 

208,768

 

Held to maturity

 

82

 

83

 

107

 

108

 

Loans held for sale

 

5,584

 

5,584

 

4,063

 

4,063

 

Loans, net

 

406,913

 

402,225

 

400,872

 

403,279

 

Bank-owned life insurance

 

15,188

 

15,188

 

14,942

 

14,942

 

Accrued interest receivable

 

3,673

 

3,673

 

3,523

 

3,523

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

$

442,002

 

$

435,834

 

$

417,388

 

$

408,056

 

Noninterest-bearing deposits

 

87,979

 

87,979

 

79,899

 

79,899

 

Short-term borrowings

 

14,209

 

14,209

 

18,354

 

18,354

 

Long-term borrowings, FHLB

 

86,778

 

91,363

 

86,778

 

89,082

 

Accrued interest payable

 

900

 

900

 

1,073

 

1,073

 

 

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Cash and Cash Equivalents, Loans Held for Sale, Accrued Interest Receivable, Short-term Borrowings, and Accrued Interest Payable:

 

The fair value is equal to the carrying value.

 

Investment Securities:

 

The fair value of investment securities available for sale and held to maturity is equal to the available quoted market price. If no quoted market price is available, fair value is estimated using the quoted market price for similar securities.  Regulatory stocks’ fair value is equal to the carrying value.

 

Loans:

 

Fair values are estimated for portfolios of loans with similar financial characteristics.  Loans are segregated by type such as commercial, commercial real estate, residential real estate, construction real estate, and other consumer.  Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories.

 

The fair value of performing loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan.  The estimate of maturity is based on the Company’s historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions.

 

Fair value for significant nonperforming loans is based on recent external appraisals.  If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows.  Assumptions regarding credit risk, cash flows, and discounted rates are judgmentally determined using available market information and specific borrower information.

 

Bank-Owned Life Insurance:

 

The fair value is equal to the cash surrender value of the life insurance policies.

 

Deposits:

 

The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings, NOW, and money market accounts, is equal to the amount payable on demand as of June 30, 2010 and December 31, 2009.  The fair value of certificates of deposit is based on the discounted value of contractual cash flows.

 

The fair value estimates above do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible.

 

Long Term Borrowings:

 

The fair value of long term borrowings is based on the discounted value of contractual cash flows.

 

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Commitments to Extend Credit, Standby Letters of Credit, and Financial Guarantees Written:

 

There is no material difference between the notional amount and the estimated fair value of off-balance sheet items at June 30, 2010 and December 31, 2009.  The contractual amounts of unfunded commitments and letters of credit are presented in Note 5.

 

Note 10.  Federal Home Loan Bank Stock

 

The Bank is a member of the Federal Home Loan Bank of Pittsburgh (the “FHLB”), which is one of 12 regional Federal Home Loan Banks. Each Federal Home Loan Bank serves as a reserve or central bank for its members within its assigned region.  It is funded primarily from funds deposited by member institutions and proceeds from the sale of consolidated obligations of the Federal Home Loan Bank System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the board of directors of the Federal Home Loan Bank.  As a member, the Bank is required to purchase and maintain stock in the FHLB in an amount equal to the greater of 1% of its aggregate unpaid residential mortgage loans, home purchase contracts or similar obligations at the beginning of each year or 5% of its outstanding advances from the FHLB.  At June 30, 2010, the Bank held $7,271,300 in stock of the FHLB, which was in compliance with this requirement.

 

The Company evaluated its holding of FHLB stock for impairment and deemed the stock to not be impaired due to the expected recoverability of the par value, which equals the value reflected within the Company’s financial statements.  The decision was based on several items ranging from the estimated true economic losses embedded within the FHLB’s mortgage portfolio to the FHLB’s liquidity position and credit rating.  The Company utilizes the impairment framework outlined in GAAP to evaluate FHLB stock for impairment.

 

The following factors were evaluated to determine the ultimate recoverability of the par value of the Company’s FHLB stock holding; (i) 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; (ii) 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; (iii) the impact of legislative and regulatory changes on the institutions and, accordingly, on the customer base of the FHLB; (iv) the liquidity position of the FHLB; and (v) whether a decline is temporary or whether it affects the ultimate recoverability of the FHLB stock based on (a) the materiality of the carrying amount to the member institution and (b) whether an assessment of the institution’s operational needs for the foreseeable future allow management to dispose of the stock.

 

Based on its analysis of these factors, the Company determined that its holding of FHLB stock was not impaired on June 30, 2010.

 

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Note 11. Investment Securities

 

The amortized cost and estimated fair values of investment securities at June 30, 2010 and December 31, 2009 are as follows:

 

 

 

June 30, 2010

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(In Thousands)

 

Cost

 

Gains

 

Losses

 

Value

 

Available for sale (AFS)

 

 

 

 

 

 

 

 

 

U.S. Government and agency securities

 

$

29,335

 

$

2,359

 

$

 

$

31,694

 

State and political securities

 

167,860

 

1,623

 

(7,738

)

161,745

 

Other debt securities

 

18,868

 

641

 

(170

)

19,339

 

Total debt securities

 

216,063

 

4,623

 

(7,908

)

212,778

 

Equity securities

 

11,927

 

1,163

 

(243

)

12,847

 

Total investment securities AFS

 

$

227,990

 

$

5,786

 

$

(8,151

)

$

225,625

 

 

 

 

 

 

 

 

 

 

 

Held to maturity (HTM)

 

 

 

 

 

 

 

 

 

U.S. Government and agency securities

 

$

5

 

$

1

 

$

 

$

6

 

Other debt securities

 

77

 

 

 

77

 

Total investment securities HTM

 

$

82

 

$

1

 

$

 

$

83

 

 

 

 

December 31, 2009

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(In Thousands)

 

Cost

 

Gains

 

Losses

 

Value

 

Available for sale (AFS)

 

 

 

 

 

 

 

 

 

U.S. Government and agency securities

 

$

37,038

 

$

2,098

 

$

 

$

39,136

 

State and political securities

 

153,914

 

733

 

(9,770

)

144,877

 

Other debt securities

 

12,271

 

834

 

(129

)

12,976

 

Total debt securities

 

203,223

 

3,665

 

(9,899

)

196,989

 

Equity securities

 

10,952

 

981

 

(154

)

11,779

 

Total investment securities AFS

 

$

214,175

 

$

4,646

 

$

(10,053

)

$

208,768

 

 

 

 

 

 

 

 

 

 

 

Held to maturity (HTM)

 

 

 

 

 

 

 

 

 

U.S. Government and agency securities

 

$

6

 

$

 

$

 

$

6

 

Other debt securities

 

101

 

1

 

 

102

 

Total investment securities HTM

 

$

107

 

$

1

 

$

 

$

108

 

 

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The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time, that the individual securities have been in a continuous unrealized loss position, at June 30, 2010 and December 31, 2009.

 

 

 

June 30, 2010

 

 

 

Less than Twelve Months

 

Twelve Months or Greater

 

Total

 

 

 

 

 

Gross

 

 

 

Gross

 

 

 

Gross

 

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

(In Thousands)

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency securities

 

$

 

$

 

$

 

$

 

$

 

$

 

State and political securities

 

36,129

 

1,593

 

35,452

 

6,145

 

71,581

 

7,738

 

Other debt securities

 

6,537

 

58

 

1,013

 

112

 

7,550

 

170

 

Total debt securities

 

42,666

 

1,651

 

36,465

 

6,257

 

79,131

 

7,908

 

Equity securities

 

1,119

 

167

 

496

 

76

 

1,615

 

243

 

Total

 

$

43,785

 

$

1,818

 

$

36,961

 

$

6,333

 

$

80,746

 

$

8,151

 

 

 

 

December 31, 2009

 

 

 

Less than Twelve Months

 

Twelve Months or Greater

 

Total

 

 

 

 

 

Gross

 

 

 

Gross

 

 

 

Gross

 

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

(In Thousands)

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency securities

 

$

 

$

 

$

 

$

 

$

 

$

 

State and political securities

 

60,005

 

2,336

 

36,267

 

7,434

 

96,272

 

9,770

 

Other debt securities

 

 

 

1,191

 

129

 

1,191

 

129

 

Total debt securities

 

60,005

 

2,336

 

37,458

 

7,563

 

97,463

 

9,899

 

Equity securities

 

159

 

27

 

918

 

127

 

1,077

 

154

 

Total

 

$

60,164

 

$

2,363

 

$

38,376

 

$

7,690

 

$

98,540

 

$

10,053

 

 

18



Table of Contents

 

At June 30, 2010 there were a total of 79 and 99 individual securities that were in a continuous unrealized loss position for less than twelve months and greater than twelve months, respectively.

 

The Company reviews its position quarterly and has determined that, at June 30, 2010, the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe they will be required to sell these securities before recovery of their cost basis, which may be at maturity.  There were 178 positions that were temporarily impaired at June 30, 2010.  The Company has concluded that the unrealized losses disclosed above are not other than temporary but are the result of interest rate changes, sector credit ratings changes, or company-specific ratings changes that are not expected to result in the non-collection of principal and interest during the period.

 

The amortized cost and estimated fair value of debt securities at June 30, 2010, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

 

Available for Sale

 

Held to Maturity

 

 

 

Amortized

 

 

 

Amortized

 

 

 

(In Thousands)

 

Cost

 

Fair Value

 

Cost

 

Fair Value

 

Due in one year or less

 

$

1,004

 

$

1,011

 

$

25

 

$

25

 

Due after one year to five years

 

17,073

 

17,682

 

52

 

52

 

Due after five years to ten years

 

4,261

 

3,986

 

 

 

Due after ten years

 

193,725

 

190,099

 

5

 

6

 

Total

 

$

216,063

 

$

212,778

 

$

82

 

$

83

 

 

Total gross proceeds from sales of securities available for sale were $430,000 and $4,682,000, for June 30, 2010 and 2009, respectively.  The following table represents gross realized gains and losses on those transactions:

 

 

 

Six Months Ended June 30,

 

(In Thousands)

 

2010

 

2009

 

Gross realized gains:

 

 

 

 

 

U.S. Government and agency securities

 

$

 

$

 

State and political securities

 

 

 

Other debt securities

 

6

 

162

 

Equity securities

 

56

 

4

 

Total gross realized gains

 

$

62

 

$

166

 

 

 

 

 

 

 

Gross realized losses:

 

 

 

 

 

U.S. Government and agency securities

 

$

 

$

 

State and political securities

 

 

 

Other debt securities

 

9

 

37

 

Equity securities

 

 

4,584

 

Total gross realized losses

 

$

9

 

$

4,621

 

 

19



Table of Contents

 

Gross realized losses for the equity securities portfolio include impairment charges of $0 and $4,584,000 for the six months ended June 30, 2010 and 2009, respectively.

 

Note 12. Loans

 

The allocation of the loan portfolio, by delinquency status, as of June 30, 2010 and December 31, 2009 is presented below:

 

 

 

June 30, 2010

 

 

 

 

 

 

 

Past Due

 

 

 

 

 

 

 

 

 

 

 

90 Days

 

 

 

 

 

 

 

 

 

Past Due

 

Or More

 

 

 

 

 

 

 

 

 

30 To 89

 

& Still

 

Non-

 

 

 

(In Thousands)

 

Current

 

Days

 

Accruing

 

Accrual

 

Total

 

Commercial and agricultural

 

$

54,379

 

$

100

 

$

14

 

$

9

 

$

54,502

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

Residential

 

170,191

 

1,742

 

332

 

952

 

173,217

 

Commercial

 

147,593

 

1,886

 

 

1,950

 

151,429

 

Construction

 

19,589

 

97

 

 

3,386

 

23,072

 

Installment loans to individuals

 

10,658

 

99

 

2

 

2

 

10,761

 

 

 

402,410

 

$

3,924

 

$

348

 

$

6,299

 

412,981

 

Less:

Net deferred loan fees

 

1,021

 

 

 

 

 

 

 

1,021

 

 

Allowance for loan losses

 

5,047

 

 

 

 

 

 

 

5,047

 

Loans, net

 

$

396,342

 

 

 

 

 

 

 

$

406,913

 

 

 

 

December 31, 2009

 

 

 

 

 

 

 

Past Due

 

 

 

 

 

 

 

 

 

 

 

90 Days

 

 

 

 

 

 

 

 

 

Past Due

 

Or More

 

 

 

 

 

 

 

 

 

30 To 90

 

& Still

 

Non-

 

 

 

(In Thousands)

 

Current

 

Days

 

Accruing

 

Accrual

 

Total

 

Commercial and agricultural

 

$

45,930

 

$

457

 

$

182

 

$

78

 

$

46,647

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

Residential

 

165,313

 

7,333

 

951

 

749

 

174,346

 

Commercial

 

147,455

 

2,860

 

1,429

 

465

 

152,209

 

Construction

 

18,247

 

2,992

 

 

556

 

21,795

 

Installment loans to individuals

 

11,192

 

311

 

3

 

43

 

11,549

 

 

 

388,137

 

$

13,953

 

$

2,565

 

$

1,891

 

406,546

 

Less:

Net deferred loan fees

 

1,017

 

 

 

 

 

 

 

1,017

 

 

Allowance for loan losses

 

4,657

 

 

 

 

 

 

 

4,657

 

Loans, net

 

$

382,463

 

 

 

 

 

 

 

$

400,872

 

 

The recorded investment in loans for which impairment has been recognized amounted to $8,621,000 at June 30, 2010, compared to $8,312,000 at December 31, 2009.  The valuation allowance related to impaired loans amounted to $969,000 at June 30, 2010 and $802,000 at December 31, 2009.  The increase in impaired loans and valuation allowance is primarily from a few commercial relationships.

 

A loan is considered impaired, based on current information and events, if it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans is generally based on the present value of expected future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral.

 

20



Table of Contents

 

CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE

SECURITIES LITIGATION REFORM ACT OF 1995

 

This Report contains certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements which are other than statements of historical fact.  The Company cautions readers that the following important factors, among others, may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein:  (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, with which the Company must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company’s organization, compensation and benefit plans; (iii) the effect on the Company’s competitive position within its market area of the  increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non-bank providers of various financial services; (iv) the effect of changes in interest rates; and (v) the effect of changes in the business cycle and downturns in the local, regional or national economies.

 

You should not put undue reliance on any forward-looking statements.  These statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by the Company on its website or otherwise.  The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

 

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Table of Contents

 

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

 

EARNINGS SUMMARY

 

Comparison of the Three and Six Months Ended June 30, 2010 and 2009

 

Summary Results

 

Net income for the three months ended June 30, 2010 was $2,772,000 compared to $832,000 for the same period of 2009 as after-tax securities losses decreased $1,413,000 (from a loss of $1,376,000 to a gain of $37,000).  Included within the change in after-tax securities losses for the three months ended June 30, 2009 was an other than temporary impairment charge relating to certain equity securities held in the investment portfolio of $2,251,000. Basic and diluted earnings per share for the three months ended June 30, 2010 were $0.72 compared to $0.22 for the three months ended June 30, 2009.  Return on average assets and return on average equity were 1.58% and 15.76% for the three months ended June 30, 2010 compared to 0.51% and 5.45% for the corresponding period of 2009.  Net income from core operations (“operating earnings”) increased to $2,735,000 for the three months ended June 30, 2010 compared to $2,208,000 for the same period of 2009.  Operating earnings per share for the three months ended June 30, 2010 were $0.71 basic and dilutive compared to $0.58 basic and dilutive for the three months ended June 30, 2009.

 

The six months ended June 30, 2010 generated net income of $5,220,000 compared to $1,671,000 for the same period of 2009.  Comparable results were impacted by a decrease in after-tax securities losses of $2,975,000 (from a loss of $2,940,000 for the 2009 period to a gain of $35,000 for the 2010 period). Earnings per share, basic and diluted, for the six months ended June 30, 2010 were $1.36 as compared to $0.44 for the comparable period of 2009.  Return on average assets and return on average equity were 1.50% and 15.05% for the six months ended June 30, 2010 compared to 0.51% and 5.54% for the corresponding period of 2009.  Operating earnings increased 12.4% to $5,185,000 for the six months ended June 30, 2010 compared to $4,611,000 for the comparable period of 2009, resulting in basic and dilutive operating earnings per share increasing 12.5% to $1.35 from $1.20 for the six month periods ended June 30, 2010 and 2009, respectively.

 

Management uses the non-GAAP measure of net income from core operations, or operating earnings, in its analysis of the Company’s performance.  This measure, as used by the Company, adjusts net income by excluding significant gains or losses that are unusual in nature.  Because certain of these items and their impact on the Company’s performance are difficult to predict, management believes the presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of the Company’s core businesses.  For purposes of this Quarterly Report on Form 10-Q, net income from core operations, or operating earnings, means net income adjusted to exclude after-tax net securities gains or losses.  These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

 

22



Table of Contents

 

Reconciliation of GAAP and non-GAAP Income

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in Thousands, Except Per Share Data)

 

2010

 

2009

 

2010

 

2009

 

GAAP net income

 

$

2,772

 

$

832

 

$

5,220

 

$

1,671

 

Less: securities gains (losses), net of tax

 

37

 

(1,376

)

35

 

(2,940

)

Non-GAAP operating earnings

 

$

2,735

 

$

2,208

 

$

5,185

 

$

4,611

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

Return on average assets (ROA)

 

1.58

%

0.51

%

1.50

%

0.51

%

Less: securities gains (losses), net of tax

 

0.02

%

-0.83

%

0.01

%

-0.90

%

Non-GAAP operating ROA

 

1.56

%

1.34

%

1.49

%

1.41

%

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

Return on average equity (ROE)

 

15.76

%

5.45

%

15.05

%

5.54

%

Less: securities gains (losses), net of tax

 

0.21

%

-9.01

%

0.10

%

-9.76

%

Non-GAAP operating ROE

 

15.55

%

14.46

%

14.95

%

15.30

%

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

Basic earnings per share (EPS)

 

$

0.72

 

$

0.22

 

$

1.36

 

$

0.44

 

Less: securities gains (losses), net of tax

 

0.01

 

(0.36

)

0.01

 

(0.76

)

Non-GAAP basic operating EPS

 

$

0.71

 

$

0.58

 

$

1.35

 

$

1.20

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

Dilutive EPS

 

$

0.72

 

$

0.22

 

$

1.36

 

$

0.44

 

Less: securities gains (losses), net of tax

 

0.01

 

(0.36

)

0.01

 

(0.76

)

Non-GAAP dilutive operating EPS

 

$

0.71

 

$

0.58

 

$

1.35

 

$

1.20

 

 

Interest and Dividend Income

 

Interest and dividend income for the three months ended June 30, 2010 increased $111,000 to $9,124,000 compared to $9,013,000 for the same period of 2009.  The increase in interest income was led by an increase in loan interest resulting from growth in the average gross loan portfolio of $23,480,000.  The growth offset a decline in the average taxable equivalent yield of 31 basis points (“bp”) caused by the low interest rate environment that has existed over the past year.   The increase in investment portfolio income was the result of portfolio growth that offset a decline of 30 bp in yield.

 

During the six months ended June 30, 2010, interest and dividend income was $18,113,000, an increase of $183,000 over the same period in 2009.  Interest income on the loan portfolio

 

23



Table of Contents

 

increased as the growth in the portfolio countered a 28 bp decline in average yield.  The investment portfolio interest income remained steady as the increase in portfolio size was offset by a decline in yield and a reduction in dividends received.  The reduced level of dividend income is the result of a decreased level of equity investment and general decline in dividends paid by the holdings in our portfolio.

 

Interest and dividend income composition for the three and six months ended June 30, 2010 and 2009 was as follows:

 

 

 

For The Three Months Ended

 

 

 

June 30, 2010

 

June 30, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Loans including fees

 

$

6,398

 

70.1

%

$

6,349

 

70.4

%

$

49

 

0.8

%

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

1,405

 

15.4

 

1,374

 

15.2

 

31

 

2.3

 

Tax-exempt

 

1,270

 

13.9

 

1,249

 

13.9

 

21

 

1.7

 

Dividend and other interest income

 

51

 

0.6

 

41

 

0.5

 

10

 

24.4

 

Total interest and dividend income

 

$

9,124

 

100.0

%

$

9,013

 

100.0

%

$

111

 

1.2

%

 

 

 

For The Six Months Ended

 

 

 

June 30, 2010

 

June 30, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Loans including fees

 

$

12,728

 

70.3

%

$

12,568

 

70.1

%

$

160

 

1.3

%

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

2,754

 

15.2

 

2,737

 

15.3

 

17

 

0.6

 

Tax-exempt

 

2,528

 

13.9

 

2,495

 

13.9

 

33

 

1.3

 

Dividend and other interest income

 

103

 

0.6

 

130

 

0.7

 

(27

)

(20.8

)

Total interest and dividend income

 

$

18,113

 

100.0

%

$

17,930

 

100.0

%

$

183

 

1.0

%

 

Interest Expense

 

Interest expense for the three months ended June 30, 2010 decreased $674,000 to $2,534,000 compared to $3,208,000 for the same period of 2009.  The substantial decrease associated with deposits is primarily the result of a reduction of 76 bp in rate paid and a shift from higher cost time deposits to core deposits.  Factors that led to the rate decreases include, but are not limited to, Federal Open Market Committee (“FOMC”) interest rate actions and campaigns conducted by the Company during the past two years to attract short-term CDs resulting in an increased repricing frequency.  In addition, the Marcellus Shale natural gas exploration in north central Pennsylvania is creating opportunities to create new and build upon existing deposit relationships.  Short-term borrowings interest expense decreased as the average balance of such borrowings decreased with current short-term borrowings consisting solely of customer repurchase agreements.  Long-term borrowing interest expense remained stable, as there have been no changes to the composition of long-term borrowings.

 

Interest expense for the six months ended June 30, 2010 decreased 16.9% from the same period of 2009.  The reasons noted for the decline in interest expense for the three month period comparison also apply to the six month period.

 

24



Table of Contents

 

Interest expense composition for the three and six months ended June 30, 2010 and 2009 was as follows:

 

 

 

For The Three Months Ended

 

 

 

June 30, 2010

 

June 30, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Deposits

 

$

1,551

 

61.2

%

$

2,204

 

68.7

%

$

(653

)

(29.6

)%

Short-term borrowings

 

56

 

2.2

 

78

 

2.4

 

(22

)

(28.2

)

Long-term borrowings, FHLB

 

927

 

36.6

 

926

 

28.9

 

1

 

0.1

 

Total interest expense

 

$

2,534

 

100.0

%

$

3,208

 

100.0

%

$

(674

)

(21.0

)%

 

 

 

For The Six Months Ended

 

 

 

June 30, 2010

 

June 30, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Deposits

 

$

3,261

 

62.4

%

$

4,209

 

66.9

%

$

(948

)

(22.5

)%

Short-term borrowings

 

120

 

2.3

 

236

 

3.8

 

(116

)

(49.2

)

Long-term borrowings, FHLB

 

1,844

 

35.3

 

1,843

 

29.3

 

1

 

0.1

 

Total interest expense

 

$

5,225

 

100.0

%

$

6,288

 

100.0

%

$

(1,063

)

(16.9

)%

 

Net Interest Margin

 

The net interest margin (“NIM”) for the three months ended June 30, 2010 was 4.56% compared to 4.36% for the corresponding period of 2009.  The increase in the NIM was driven by a 63 bp decline in the rate paid on interest bearing liabilities that more than compensated for a 40 bp decline in the yield on interest earning assets.  The decrease in earning asset yield is due to the impact on the loan and investment portfolios of the current low rate environment.  The decrease in the cost of interest bearing liabilities to 1.87% from 2.50% was driven by a reduction in the rate paid on time deposits of 75 bp.  The reduction in the rate paid on time deposits was the result of a shortening of the time deposit portfolio that has resulted in an increasing repricing frequency during this period of decreasing rates.  The duration of the time deposit portfolio has been lengthening due to the apparent bottoming or near bottoming of deposit rates.

 

The NIM for the six months ended June 30, 2010 was 4.52% compared to 4.42% for the same period of 2009.  The impact of the items mentioned in the three month discussion also applies to the six month period.  A 77 bp decline in the rate paid on time deposits served as the foundation for a 71 bp decline in rate paid on deposits, while the FOMC and general market actions affected the yield on earning assets and cost of borrowings.

 

The following is a schedule of average balances and associated yields for the three and six months ended June 30, 2010 and 2009:

 

25



Table of Contents

 

 

 

AVERAGE BALANCES AND INTEREST RATES

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

June 30, 2010

 

June 30, 2009

 

(In Thousands)

 

Average Balance

 

Interest

 

Average Rate

 

Average Balance

 

Interest

 

Average Rate

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax-exempt loans

 

$

18,750

 

$

312

 

6.67

%

$

16,934

 

$

271

 

6.42

%

All other loans

 

398,988

 

6,192

 

6.22

%

377,324

 

6,170

 

6.56

%

Total loans

 

417,738

 

6,504

 

6.24

%

394,258

 

6,441

 

6.55

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable securities

 

112,538

 

1,454

 

5.17

%

101,984

 

1,415

 

5.55

%

Tax-exempt securities

 

108,011

 

1,924

 

7.13

%

103,848

 

1,892

 

7.29

%

Total securities

 

220,549

 

3,378

 

6.13

%

205,832

 

3,307

 

6.43

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

8,938

 

2

 

0.09

%

1,371

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-earning assets

 

647,225

 

9,884

 

6.12

%

601,461

 

9,748

 

6.52

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

54,681

 

 

 

 

 

55,793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

701,906

 

 

 

 

 

$

657,254

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings

 

$

65,483

 

45

 

0.28

%

$

61,383

 

81

 

0.53

%

Super Now deposits

 

64,931

 

92

 

0.57

%

56,645

 

131

 

0.93

%

Money market deposits

 

101,361

 

291

 

1.15

%

64,374

 

367

 

2.29

%

Time deposits

 

209,344

 

1,123

 

2.15

%

224,918

 

1,625

 

2.90

%

Total interest-bearing deposits

 

441,119

 

1,551

 

1.41

%

407,320

 

2,204

 

2.17

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

12,306

 

56

 

1.82

%

18,035

 

78

 

1.73

%

Long-term borrowings, FHLB

 

86,778

 

927

 

4.23

%

86,778

 

926

 

4.22

%

Total borrowings

 

99,084

 

983

 

3.92

%

104,813

 

1,004

 

3.79

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-bearing liabilities

 

540,203

 

2,534

 

1.87

%

512,133

 

3,208

 

2.50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

83,205

 

 

 

 

 

73,930

 

 

 

 

 

Other liabilities

 

8,150

 

 

 

 

 

10,113

 

 

 

 

 

Shareholders’ equity

 

70,348

 

 

 

 

 

61,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

701,906

 

 

 

 

 

$

657,254

 

 

 

 

 

Interest rate spread

 

 

 

 

 

4.25

%

 

 

 

 

4.02

%

Net interest income/margin

 

 

 

$

7,350

 

4.56

%

 

 

$

6,540

 

4.36

%

 


1.               Information on this table has been calculated using average daily balance sheets to obtain average balances.

2.               Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

3.               Income and rates on a fully taxable equivalent basis include an adjustment for the difference between annual income from tax-exempt obligations and the taxable equivalent of such income at the standard 34% tax rate.

 

26



Table of Contents

 

 

 

AVERAGE BALANCES AND INTEREST RATES

 

 

 

Six Months Ended

 

Six Months Ended

 

 

 

June 30, 2010

 

June 30, 2009

 

(In Thousands)

 

Average Balance

 

Interest

 

Average Rate

 

Average Balance

 

Interest

 

Average Rate

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax-exempt loans

 

$

18,018

 

$

604

 

6.76

%

$

16,420

 

$

538

 

6.61

%

All other loans

 

397,018

 

12,329

 

6.26

%

375,687

 

12,213

 

6.56

%

Total loans

 

415,036

 

12,933

 

6.28

%

392,107

 

12,751

 

6.56

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable securities

 

109,607

 

2,854

 

5.21

%

101,937

 

2,867

 

5.63

%

Tax-exempt securities

 

107,515

 

3,830

 

7.12

%

102,757

 

3,780

 

7.36

%

Total securities

 

217,122

 

6,684

 

6.16

%

204,694

 

6,647

 

6.49

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits

 

8,257

 

3

 

0.07

%

700

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-earning assets

 

640,415

 

19,620

 

6.16

%

597,501

 

19,398

 

6.53

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

54,988

 

 

 

 

 

55,459

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

695,403

 

 

 

 

 

$

652,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings

 

$

63,891

 

97

 

0.31

%

$

60,517

 

159

 

0.53

%

Super Now deposits

 

63,994

 

201

 

0.63

%

55,276

 

260

 

0.95

%

Money market deposits

 

94,313

 

579

 

1.24

%

52,888

 

580

 

2.21

%

Time deposits

 

214,749

 

2,384

 

2.24

%

215,069

 

3,210

 

3.01

%

Total interest-bearing deposits

 

436,947

 

3,261

 

1.50

%

383,750

 

4,209

 

2.21

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

13,518

 

120

 

1.79

%

39,641

 

236

 

1.19

%

Long-term borrowings, FHLB

 

86,778

 

1,844

 

4.23

%

86,778

 

1,843

 

4.22

%

Total borrowings

 

100,296

 

1,964

 

3.90

%

126,419

 

2,079

 

3.27

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-bearing liabilities

 

537,243

 

5,225

 

1.95

%

510,169

 

6,288

 

2.48

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

80,636

 

 

 

 

 

72,633

 

 

 

 

 

Other liabilities

 

8,142

 

 

 

 

 

9,870

 

 

 

 

 

Shareholders’ equity

 

69,382

 

 

 

 

 

60,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

695,403

 

 

 

 

 

$

652,960

 

 

 

 

 

Interest rate spread

 

 

 

 

 

4.21

%

 

 

 

 

4.05

%

Net interest income/margin

 

 

 

$

14,395

 

4.52

%

 

 

$

13,110

 

4.42

%

 

27



Table of Contents

 

The following table presents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the three and six months ended June 30, 2010 and 2009.

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30,

 

June 30,

 

(In Thousands)

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

9,124

 

$

9,013

 

$

18,113

 

$

17,930

 

Total interest expense

 

2,534

 

3,208

 

5,225

 

6,288

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

6,590

 

5,805

 

12,888

 

11,642

 

Tax equivalent adjustment

 

760

 

735

 

1,507

 

1,468

 

 

 

 

 

 

 

 

 

 

 

Net interest income (fully taxable equivalent)

 

$

7,350

 

$

6,540

 

$

14,395

 

$

13,110

 

 

The following table sets forth the respective impact that both volume and rate changes have had on net interest income on a fully taxable equivalent basis for the three and six month periods ended June 30, 2010 and 2009:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2010 vs 2009

 

2010 vs 2009

 

 

 

Increase (Decrease)

 

Increase (Decrease)

 

 

 

Due to

 

Due to

 

(In Thousands)

 

Volume

 

Rate

 

Net

 

Volume

 

Rate

 

Net

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, tax-exempt

 

$

30

 

$

11

 

$

41

 

$

39

 

$

27

 

$

66

 

Loans

 

1,360

 

(1,338

)

22

 

999

 

(883

)

116

 

Taxable investment securities

 

491

 

(452

)

39

 

773

 

(786

)

(13

)

Tax-exempt investment securities

 

238

 

(206

)

32

 

243

 

(193

)

50

 

Interest bearing deposits

 

2

 

 

2

 

3

 

 

3

 

Total interest-earning assets

 

2,121

 

(1,985

)

136

 

2,057

 

(1,835

)

222

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

34

 

(70

)

(36

)

16

 

(78

)

(62

)

Super Now deposits

 

101

 

(140

)

(39

)

65

 

(124

)

(59

)

Money market deposits

 

744

 

(820

)

(76

)

493

 

(494

)

(1

)

Time deposits

 

(106

)

(396

)

(502

)

(5

)

(821

)

(826

)

Short-term borrowings

 

(48

)

26

 

(22

)

(200

)

84

 

(116

)

Long-term borrowings, FHLB

 

 

1

 

1

 

 

1

 

1

 

Total interest-bearing liabilities

 

725

 

(1,399

)

(674

)

369

 

(1,432

)

(1,063

)

Change in net interest income

 

$

1,396

 

$

(586

)

$

810

 

$

1,688

 

$

(403

)

$

1,285

 

 

Provision for Loan Losses

 

The provision for loan losses is based upon management’s quarterly review of the loan portfolio.  The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served.  An external independent loan review is also performed annually for the Bank.  Management remains committed to an aggressive program of problem loan identification and resolution.

 

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Table of Contents

 

The allowance for loan losses is determined by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined.  Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, and historical loan loss experience.  In addition, management considers industry standards and trends with respect to non-performing loans and its knowledge and experience with specific lending segments.

 

Although management believes it uses the best information available to make such determinations and that the allowance for loan losses is adequate at June 30, 2010, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations.  A downturn in the local economy, increased unemployment, and delays in receiving financial information from borrowers could result in increased levels of nonperforming assets, charge-offs, loan loss provisions, and reductions in income.  Additionally, as an integral part of the examination process, bank regulatory agencies periodically review the Bank’s loan loss allowance.  The banking agencies could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination.

 

While determining the appropriate allowance level, management has attributed the allowance for loan losses to various portfolio segments; however, the allowance is available for the entire portfolio as needed.

 

The allowance for loan losses increased from $4,657,000 at December 31, 2009 to $5,047,000 at June 30, 2010.  At June 30, 2010 and December 31, 2009, the allowance for loan losses to total loans was 1.23% and 1.15%, respectively.

 

The provision for loan losses totaled $400,000 and $700,000 for the three and six months ended June 30, 2010, compared to $186,000 and $312,000 for the same periods in 2009.  The amount of the increase in the provision was the result of several factors, including but not limited to, an increase in gross loans of $19,886,000 since June 30, 2009, a ratio of annualized net charge-offs to average loans of 0.15% for the six months ended June 30, 2010, a ratio of nonperforming loans to total loans of 1.61% at June 30, 2010, and a ratio of the allowance for loan losses to nonperforming loans of 75.94% at June 30, 2010.  Nonperforming loans increased to $6,646,000 at June 30, 2010 from $4,456,000 at December 31, 2009 due to a commercial real estate loan being changed to nonaccrual status.  Internal loan review and analysis and the continued uncertainty surrounding the economy, coupled with the ratios noted previously, dictated an increase in the provision for loan losses.  The increase did not equate to the change in charge-offs and nonperforming loans due to the economic situation and the collateral status of the nonperforming loans and overall loan portfolio in general, which limits the loan specific allocation of the allowance for loan losses.

 

Following is a table showing the changes in the allowance for loan losses for the six months ended June 30, 2010 and 2009:

 

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Table of Contents

 

 

 

For the Six Months Ended

 

(In Thousands)

 

June 30, 2010

 

June 30, 2009

 

Balance at beginning of period

 

$

4,657

 

$

4,356

 

Charge-offs:

 

 

 

 

 

Real estate

 

53

 

192

 

Commercial and industrial

 

261

 

64

 

Installment loans to individuals

 

70

 

90

 

Total charge-offs

 

384

 

346

 

Recoveries:

 

 

 

 

 

Real estate

 

10

 

8

 

Commercial and industrial

 

 

 

Installment loans to individuals

 

64

 

47

 

Total recoveries

 

74

 

55

 

Net charge-offs

 

310

 

291

 

Additions charged to operations

 

700

 

312

 

Balance at end of period

 

$

5,047

 

$

4,377

 

Ratio of net annualized charge-offs during the period to average loans outstanding during the period

 

0.15

%

0.15

%

 

Following is a table showing the changes in total nonperforming loans as of:

 

 

 

Total Nonperforming Loans

 

 

 

 

 

90 Days

 

 

 

(In Thousands)

 

Nonaccrual

 

Past Due

 

Total

 

June 30, 2010

 

$

6,299

 

$

347

 

$

6,646

 

March 31, 2010

 

3,703

 

160

 

3,863

 

December 31, 2009

 

1,891

 

2,565

 

4,456

 

September 30, 2009

 

1,448

 

4,396

 

5,844

 

June 30, 2009

 

2,089

 

578

 

2,667

 

 

Loans not included above which are troubled debt restructurings, totaled $744,000, $426,000, and $0 at June 30, 2010, December 31, 2009, and June 30, 2009, respectively.

 

Non-interest Income

 

Total non-interest income for the three months ended June 30, 2010 compared to the same period in 2009 increased $2,400,000 to $2,008,000 due to a $2,142,000 decrease in net securities losses.  Excluding net securities gains and losses, non-interest income for the second quarter of 2010 would have increased $258,000 compared to the 2009 period.  Deposit service charges decreased minimally as overdraft fee income decreased slightly, in addition to customers migrating to no service charge checking accounts that were introduced in previous periods as part of customer acquisition and retention programs.  Gain on sale of loans provided the primary increase in non-interest income.  The significant increase was primarily the result of increased volume attributed to the home buyer tax credit.

 

Insurance commissions for the three months ended June 30, 2010 decreased due to a softening market and shift in product mix.  Management of The M Group continues to pursue new and

 

30



Table of Contents

 

build upon current relationships.  The sales call program continues to expand to other financial institutions, which results in additional revenue for The M Group if another sales outlet is added.  However, the addition of another sales outlet for The M Group can take up to a year or more to be completed.

 

Total non-interest income for the six months ended June 30, 2010 compared to the same period in 2009 increased $4,872,000.  Excluding net securities gains, non-interest income would have increased $364,000 compared to the 2009 period.   The increase in non-interest income for the six month period is the result of the same items noted in the three month discussion.

 

Non-interest income composition for the three and six months ended June 30, 2010 and 2009 was as follows:

 

 

 

For the Three Months Ended

 

 

 

June 30, 2010

 

June 30, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Deposit service charges

 

$

537

 

26.7

%

$

541

 

(138.0

)%

$

(4

)

(0.7

)%

Securities gains (losses), net

 

56

 

2.8

 

(2,086

)

532.1

 

2,142

 

102.7

 

Bank owned life insurance

 

128

 

6.4

 

112

 

(28.6

)

16

 

14.3

 

Gain on sale of loans

 

330

 

16.4

 

103

 

(26.3

)

227

 

220.4

 

Insurance commissions

 

273

 

13.6

 

347

 

(88.5

)

(74

)

(21.3

)

Other

 

684

 

34.1

 

591

 

(150.7

)

93

 

15.7

 

Total non-interest income

 

$

2,008

 

100.0

%

$

(392

)

100.0

%

$

2,400

 

(612.2

)%

 

 

 

For the Six Months Ended

 

 

 

June 30, 2010

 

June 30, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Deposit service charges

 

$

1,047

 

28.3

%

$

1,066

 

(91.3

)%

$

(19

)

(1.8

)%

Securities gains (losses), net

 

53

 

1.4

 

(4,455

)

381.5

 

4,508

 

101.2

 

Bank owned life insurance

 

299

 

8.1

 

274

 

(23.5

)

25

 

9.1

 

Gain on sale of loans

 

512

 

13.8

 

221

 

(18.9

)

291

 

131.7

 

Insurance commissions

 

537

 

14.5

 

701

 

(60.0

)

(164

)

(23.4

)

Other

 

1,256

 

33.9

 

1,025

 

(87.8

)

231

 

22.5

 

Total non-interest income

 

$

3,704

 

100.0

%

$

(1,168

)

100.0

%

$

4,872

 

(417.1

)%

 

Non-interest Expense

 

Total non-interest expense increased $105,000 for the three months ended June 30, 2010 compared to the same period of 2009.  The increase in salaries and employee benefits was attributable to several items including standard cost of living wage adjustments for employees, increased pension expense, and other benefit costs.  Other expenses increased primarily due to normal anticipated inflationary adjustments to ongoing business operating costs.

 

Total non-interest expense increased $446,000 for the six months ended June 30, 2010 compared to the same period of 2009.  The increase in non-interest expense for the six month period is the result of the same items noted in the three month discussion.

 

31



Table of Contents

 

Non-interest expense composition for the six months ended June 30, 2010 and 2009 was as follows:

 

 

 

For the Three Months Ended

 

 

 

June 30, 2010

 

June 30, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Salaries and employee benefits

 

$

2,615

 

52.4

%

$

2,595

 

53.1

%

$

20

 

0.8

%

Occupancy, net

 

313

 

6.3

 

318

 

6.5

 

(5

)

(1.6

)

Furniture and equipment

 

322

 

6.5

 

306

 

6.3

 

16

 

5.2

 

Pennsylvania shares tax

 

169

 

3.4

 

172

 

3.5

 

(3

)

(1.7

)

Amortization of investment in limited partnerships

 

141

 

2.8

 

141

 

2.9

 

 

 

Other

 

1,430

 

28.6

 

1,353

 

27.7

 

77

 

5.7

 

Total non-interest expense

 

$

4,990

 

100.0

%

$

4,885

 

100.0

%

$

105

 

2.1

%

 

 

 

For the Six Months Ended

 

 

 

June 30, 2010

 

June 30, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Salaries and employee benefits

 

$

5,352

 

53.6

%

$

5,077

 

53.3

%

$

275

 

5.4

%

Occupancy, net

 

644

 

6.5

 

657

 

6.9

 

(13

)

(2.0

)

Furniture and equipment

 

626

 

6.3

 

613

 

6.4

 

13

 

2.1

 

Pennsylvania shares tax

 

338

 

3.4

 

343

 

3.6

 

(5

)

(1.5

)

Amortization of investment in limited partnerships

 

283

 

2.8

 

283

 

3.0

 

 

 

Other

 

2,733

 

27.4

 

2,557

 

26.8

 

176

 

6.9

 

Total non-interest expense

 

$

9,976

 

100.0

%

$

9,530

 

100.0

%

$

446

 

4.7

%

 

Provision for Income Taxes

 

Income taxes increased $926,000 and $1,735,000 for the three and six months ended June 30, 2010 compared to the same period of 2009.  The primary cause of the changes in tax expense is the impact of net securities losses in the three and six month periods of 2009.  Excluding the impact of the net securities gains and losses, the effective tax rate for the three and six months ended June 30, 2010 was 13.23% and 11.36% compared to 9.02% and 9.36% for the same period of 2009.  The Company currently is in a deferred tax asset position due to the low income housing tax credits earned both currently and previously.  Management has reviewed the deferred tax asset and has determined that the asset will be utilized within the appropriate carry forward period and therefore does not require a valuation allowance.

 

ASSET/LIABILITY MANAGEMENT

 

Cash and Cash Equivalents

 

Cash and cash equivalents increased $10,553,000 from $13,788,000 at December 31, 2009 to $24,341,000 at June 30, 2010 primarily as a result of the following activities during the six months ended June 30, 2010:

 

Loans Held for Sale

 

Activity regarding loans held for sale resulted in loan originations exceeding sale proceeds, less $512,000 in realized gains, by $1,521,000 for the six months ended June 30, 2010.

 

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Loans

 

Gross loans increased $6,431,000 since December 31, 2009 due primarily to an increase of non-real estate and construction loans, which was partially offset by a decrease in residential and commercial real estate loans.

 

The allocation of the loan portfolio, by category, as of June 30, 2010 and December 31, 2009 is presented below:

 

 

 

June 30, 2010

 

December 31, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Commercial, financial and agricultural

 

$

54,502

 

13.2

%

$

46,647

 

11.5

%

$

7,855

 

16.8

%

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

173,217

 

42.0

 

174,346

 

43.1

 

(1,129

)

(0.6

)

Commercial

 

151,429

 

36.8

 

152,209

 

37.5

 

(780

)

(0.5

)

Construction

 

23,072

 

5.6

 

21,795

 

5.4

 

1,277

 

5.9

 

Installment loans to individuals

 

10,761

 

2.6

 

11,549

 

2.8

 

(788

)

(6.8

)

Less: Net deferred loan fees

 

1,021

 

(0.2

)

1,017

 

(0.3

)

4

 

0.4

 

Gross loans

 

$

411,960

 

100.0

%

$

405,529

 

100.0

%

$

6,431

 

1.6

%

 

Investments

 

The estimated fair value of the investment securities portfolio at June 30, 2010 has increased $16,832,000 since December 31, 2009.  The change is primarily due to purchases of state and political securities and short-term corporate securities as the level of net unrealized losses remained constant.  The unrealized losses within the debt securities portfolio are the result of market activity, not credit issues/ratings, as approximately 90% of the debt securities portfolio is currently rated A or higher by either S&P or Moody’s.

 

The Company considers various factors, which include examples from applicable accounting guidance, when analyzing the available for sale portfolio for possible other than temporary impairment.  The Company primarily considers the following factors in its analysis: length of time and severity of the market value being less than carrying value, reduction of dividend paid (equities), continued payment of dividend/interest, credit rating, and financial condition of an issuer, intent and ability to hold until anticipated recovery (which may be maturity), and general outlook for the economy, specific industry, and entity in question.

 

The bond portion of the portfolio review is conducted with emphases on several factors.  Continued payment of principal and interest is given primary importance with credit rating and financial condition of the issuer following as the next most important.  Credit ratings were reviewed with the ratings of the bonds being satisfactory.  Those that were not currently rated were discussed with a third party and/or underwent an internal financial review.  The Company also monitors whether each of the investments incurred a decline in market value from carrying value of at least 20% for twelve consecutive months or a similar decline of at least 50% for six consecutive months.  Each bond is reviewed to determine whether it is a general obligation bond, which is backed by the credit and taxing power of the issuing jurisdiction, or revenue bond, which is only payable from specified revenues.  Based on the review undertaken by the

 

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Company, the Company determined that the decline in value of the various bond holdings were deemed to be temporary and were the result of the general market downturns and interest rate/yield curve changes, not credit issues.  The fact that almost all of such bonds are general obligation bonds further solidified the Company’s determination that the decline in the value of these bond holdings is temporary.

 

The fair value of the equity portfolio continues to fluctuate as the economic turbulence continues to impact financial sector stock pricing.  The stock market improvement over the first six months of 2010 has led to an increase in net unrealized gains of $182,000 to $1,163,000 at June 30, 2010.  In addition, the amortized cost of the equity securities portfolio has increased $975,000 as the Company has begun to build the portfolio balance, while continuing to diversify geographic risk.

 

The equity portion of the portfolio, which is invested entirely in financial institutions, is reviewed for possible other than temporary impairment in a similar manner to the bond portfolio with greater emphasis placed on the length of time the market value has been less than the carrying value and financial sector outlook.  The Company also reviews dividend payment activities and, in the case of financial institutions, whether or not such issuer was participating in the TARP Capital Purchase Program.  The starting point for the equity analysis is the length and severity of a market price decline.  The Company monitors two primary measures: 20% decline for twelve consecutive months and 50% decline for six consecutive months in market value from carrying value.

 

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Table of Contents

 

The distribution of credit ratings by amortized cost and estimated fair values for the debt security portfolio at June 30, 2010 follows:

 

 

 

A- to AAA

 

B- to BBB+

 

C to CCC+

 

Not Rated

 

Total

 

(In Thousands)

 

Amortized

 

Fair

 

Amortized

 

Fair

 

Amortized

 

Fair

 

Amortized

 

Fair

 

Amortized

 

Fair

 

Available for sale (AFS)

 

Cost

 

Value

 

Cost

 

Value

 

Cost

 

Value

 

Cost

 

Value

 

Cost

 

Value

 

U.S. Government and agency securities

 

$

29,335

 

$

31,694

 

$

 

$

 

$

 

$

 

$

 

$

 

$

29,335

 

$

31,694

 

State and political securities

 

152,431

 

147,993

 

5,823

 

5,129

 

 

 

9,606

 

8,623

 

167,860

 

161,745

 

Other debt securities

 

18,022

 

18,561

 

800

 

733

 

 

 

46

 

45

 

18,868

 

19,339

 

Total debt securities AFS

 

$

199,788

 

$

198,248

 

$

6,623

 

$

5,862

 

$

 

$

 

$

9,652

 

$

8,668

 

$

216,063

 

$

212,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held to maturity (HTM)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency securities

 

$

5

 

$

6

 

$

 

$

 

$

 

$

 

$

 

$

 

$

5

 

$

6

 

Other debt securities

 

77

 

77

 

 

 

 

 

 

 

77

 

77

 

Total debt securities HTM

 

$

82

 

$

83

 

$

 

$

 

$

 

$

 

$

 

$

 

$

82

 

$

83

 

 

Financing Activities

 

Deposits

 

Total deposits increased 6.6% or $32,694,000 from December 31, 2009 to June 30, 2010.  The growth was led by a substantial increase in money market deposits of 35.7% from December 31, 2009 to June 30, 2010.  The increase in core deposits (deposits less time deposits) has provided relationship driven funding for the loan and investment portfolios, while also reducing the utilization of FHLB borrowings.  The increase in deposits is the result of a deposit gathering program coupled with customers coming back to their hometown bank in the wake of the economic turbulence.  Electronic delivery channels, such as remote deposit capture and mobile banking, are being emphasized as efforts to capitalize on the economic stimulus being provided by the Marcellus Shale natural gas exploration.

 

Deposit balances and their changes for the periods being discussed follow:

 

 

 

June 30, 2010

 

December 31, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Demand deposits

 

$

87,979

 

16.6

%

$

79,899

 

16.1

%

$

8,080

 

10.1

%

NOW accounts

 

65,802

 

12.4

 

64,361

 

12.9

 

1,441

 

2.2

 

Money market deposits

 

101,301

 

19.1

 

74,634

 

15.0

 

26,667

 

35.7

 

Savings deposits

 

66,789

 

12.6

 

60,827

 

12.2

 

5,962

 

9.8

 

Time deposits

 

208,110

 

39.3

 

217,566

 

43.8

 

(9,456

)

(4.3

)

Total deposits

 

$

529,981

 

100.0

%

$

497,287

 

100.0

%

$

32,694

 

6.6

%

 

Borrowed Funds

 

Total borrowed funds decreased 3.9% or $4,145,000 to $100,987,000 at June 30, 2010 compared to $105,132,000 at December 31, 2009.  The decrease in borrowed funds is primarily the result of growth in deposits as part of the previously discussed deposit gathering campaigns that were utilized to provide loan portfolio funding and to reduce the level of total borrowings.  FHLB

 

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repurchase agreements were utilized as their structure allowed for a reduction in interest expense, while providing the ability to reduce the borrowings at our discretion as deposit levels increased.

 

 

 

June 30, 2010

 

December 31, 2009

 

Change

 

(In Thousands)

 

Amount

 

% Total

 

Amount

 

% Total

 

Amount

 

%

 

Short-term borrowings:

 

 

 

 

 

 

 

 

 

 

 

 

 

FHLB repurchase agreements

 

$

 

%

$

5,155

 

4.9

%

$

(5,155

)

(100.0

)%

Securities sold under agreement to repurchase

 

14,209

 

14.1

 

13,199

 

12.6

 

1,010

 

7.7

 

Total short-term borrowings

 

14,209

 

14.1

 

18,354

 

17.5

 

(4,145

)

(22.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term borrowings, FHLB

 

86,778

 

85.9

 

86,778

 

82.5

 

 

 

Total borrowed funds

 

$

100,987

 

100.0

%

$

105,132

 

100.0

%

$

(4,145

)

(3.9

)%

 

Capital

 

The adequacy of the Company’s capital is reviewed on an ongoing basis with reference to the size, composition, and quality of the Company’s resources and regulatory guidelines.  Management seeks to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets, and preserve high quality credit ratings.

 

Bank holding companies are required to comply with the Federal Reserve Board’s risk-based capital guidelines.  The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and to minimize disincentives for holding liquid assets.  Specifically, each is required to maintain certain minimum dollar amounts and ratios of total risk-based, tier I risk-based, and tier I leverage capital. In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvements Act (FDICIA) established five capital categories ranging from “well capitalized” to “critically undercapitalized.” To be classified as “well capitalized”, total risk-based, tier I risked-based, and tier I leverage capital ratios must be at least 10%, 6%, and 5%, respectively.

 

Capital ratios as of June 30, 2010 and December 31, 2009 were as follows:

 

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Table of Contents

 

 

 

June 30, 2010

 

December 31, 2009

 

(In Thousands)

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Total Capital (to Risk-weighted Assets)

 

 

 

 

 

 

 

 

 

Actual

 

$

69,907

 

15.2

%

$

67,738

 

15.4

%

For Capital Adequacy Purposes

 

36,828

 

8.0

 

35,094

 

8.0

 

To Be Well Capitalized

 

46,036

 

10.0

 

43,867

 

10.0

 

 

 

 

 

 

 

 

 

 

 

Tier I Capital (to Risk-weighted Assets)

 

 

 

 

 

 

 

 

 

Actual

 

$

64,446

 

14.0

%

$

62,709

 

14.3

%

For Capital Adequacy Purposes

 

18,414

 

4.0

 

17,547

 

4.0

 

To Be Well Capitalized

 

27,621

 

6.0

 

26,320

 

6.0

 

 

 

 

 

 

 

 

 

 

 

Tier I Capital (to Average Assets)

 

 

 

 

 

 

 

 

 

Actual

 

$

64,446

 

9.3

%

$

62,709

 

9.3

%

For Capital Adequacy Purposes

 

27,785

 

4.0

 

26,914

 

4.0

 

To Be Well Capitalized

 

34,732

 

5.0

 

33,642

 

5.0

 

 

Liquidity; Interest Rate Sensitivity and Market Risk

 

The asset/liability committee addresses the liquidity needs of the Company to ensure that sufficient funds are available to meet credit demands and deposit withdrawals as well as to the placement of available funds in the investment portfolio.  In assessing liquidity requirements, equal consideration is given to the current position as well as the future outlook.

 

The following liquidity measures are monitored for compliance and were within the limits cited at June 30, 2010:

 

1.  Net Loans to Total Assets, 85% maximum

2.  Net Loans to Total Deposits, 100% maximum

3.  Cumulative 90 day Maturity GAP %, +/- 20% maximum

4.  Cumulative 1 Year Maturity GAP %, +/- 25% maximum

 

Fundamental objectives of the Company’s asset/liability management process are to maintain adequate liquidity while minimizing interest rate risk.  The maintenance of adequate liquidity provides the Company with the ability to meet its financial obligations to depositors, loan customers, and shareholders.  Additionally, it provides funds for normal operating expenditures and business opportunities as they arise.  The objective of interest rate sensitivity management is to increase net interest income by managing interest sensitive assets and liabilities in such a way that they can be repriced in response to changes in market interest rates.

 

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Table of Contents

 

The Bank, like other financial institutions, must have sufficient funds available to meet its liquidity needs for deposit withdrawals, loan commitments and originations, and expenses.  In order to control cash flow, the Bank estimates future cash flows from deposits, loan payments, and investment security payments.  The primary sources of funds are deposits, principal and interest payments on loans and investment securities, FHLB borrowings, and brokered deposits.  Management believes the Bank has adequate resources to meet its normal funding requirements.

 

Management monitors the Company’s liquidity on both a long and short-term basis, thereby providing management necessary information to react to current balance sheet trends.  Cash flow needs are assessed and sources of funds are determined.  Funding strategies consider both customer needs and economical cost.  Both short and long-term funding needs are addressed by maturities and sales of available for sale investment securities, loan repayments and maturities, and liquidating money market investments such as federal funds sold.  The use of these resources, in conjunction with access to credit provides core funding to satisfy depositor, borrower, and creditor needs.

 

Management monitors and determines the desirable level of liquidity.  Consideration is given to loan demand, investment opportunities, deposit pricing and growth potential, as well as the current cost of borrowing funds.  The Company has a current borrowing capacity at the FHLB of $216,627,000.  In addition to this credit arrangement, the Company has additional lines of credit with correspondent banks of $13,934,000. Management believes it has sufficient liquidity to satisfy estimated short-term and long-term funding needs.  FHLB borrowings totaled $86,778,000 as of June 30, 2010.

 

Interest rate sensitivity, which is closely related to liquidity management, is a function of the repricing characteristics of the Company’s portfolio of assets and liabilities.  Asset/liability management strives to match maturities and rates between loan and investment security assets with the deposit liabilities and borrowings that fund them.  Successful asset/liability management results in a balance sheet structure which can cope effectively with market rate fluctuations. The matching process is affected by segmenting both assets and liabilities into future time periods (usually 12 months, or less) based upon when repricing can be effected.  Repriceable assets are subtracted from repriceable liabilities, for a specific time period to determine the “gap”, or difference. Once known, the gap is managed based on predictions about future market interest rates.  Intentional mismatching, or gapping, can enhance net interest income if market rates move as predicted.  However, if market rates behave in a manner contrary to predictions, net interest income will suffer.  Gaps, therefore, contain an element of risk and must be prudently managed.  In addition to gap management, the Company has an asset/liability management policy which incorporates a market value at risk calculation which is used to determine the effects of interest rate movements on shareholders’ equity and a simulation analysis to monitor the effects of interest rate changes on the Company’s balance sheet.

 

The Company currently maintains a GAP position of being liability sensitive.  The Company has strategically taken this position as it has decreased the duration of the time deposit portfolio, while continuing to maintain a primarily fixed rate earning asset portfolio with a duration greater than the liabilities utilized to fund earning assets.  Lengthening of the liability portfolio coupled

 

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with the addition of limited short-term assets is being undertaken.  These actions are expected to reduce, but not eliminate, the liability sensitive structure of the balance sheet.

 

A market value at risk calculation is utilized to monitor the effects of interest rate changes on the Company’s balance sheet and more specifically shareholders’ equity.  The Company does not manage the balance sheet structure in order to maintain compliance with this calculation.  The calculation serves as a guideline with greater emphases placed on interest rate sensitivity.  Changes to calculation results from period to period are reviewed as changes in results could be a signal of future events.  As of the most recent analysis, the results of the market value at risk calculation were outside of established guidelines due to the strategic direction being taken.

 

Interest Rate Sensitivity

 

In this analysis the Company examines the result of a 100 and 200 basis point change in market interest rates and the effect on net interest income. It is assumed that the change is instantaneous and that all rates move in a parallel manner.  Assumptions are also made concerning prepayment speeds on mortgage loans and mortgage securities.

 

The following is a rate shock forecast for the twelve month period ended June 30, 2011 assuming a static balance sheet as of June 30, 2010.

 

 

 

Parallel Rate Shock in Basis Points

 

(In Thousands)

 

-200

 

-100

 

Static

 

+100

 

+200

 

Net interest income

 

$

23,295

 

$

24,567

 

$

25,092

 

$

25,294

 

$

25,657

 

Change from static

 

(1,797

)

(525

)

 

202

 

565

 

Percent change from static

 

-7.16

%

-2.09

%

 

0.81

%

2.25

%

 

The model utilized to create the report presented above makes various estimates at each level of interest rate change regarding cash flow from principal repayment on loans and mortgage-backed securities and or call activity on investment securities.  Actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change.  In addition, the limits stated above do not necessarily represent the level of change under which management would undertake specific measures to realign its portfolio in order to reduce the projected level of change.  Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes.

 

Inflation

 

The asset and liability structure of a financial institution is primarily monetary in nature.  Therefore, interest rates rather than inflation have a more significant impact on the Company’s performance.  Interest rates are not always affected in the same direction or magnitude as prices of other goods and services, but are reflective of fiscal policy initiatives or economic factors which are not measured by a price index.

 

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Table of Contents

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

Market risk for the Company is comprised primarily of interest rate risk exposure and liquidity risk.  Interest rate risk and liquidity risk management is performed at the Bank level as well as the Company level.  The Company’s interest rate sensitivity is monitored by management through selected interest rate risk measures produced by an independent third party.  There have been no substantial changes in the Company’s gap analyses or simulation analyses compared to the information provided in the Annual Report on Form 10-K for the period ended December 31, 2009.  Additional information and details are provided in the “Liquidity and Interest Rate Sensitivity” section of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Generally, management believes the Company is well positioned to respond in a timely manner when the market interest rate outlook changes.

 

Item 4.  Controls and Procedures

 

An analysis was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2010.  There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2010, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Table of Contents

 

Part II.  OTHER INFORMATION

 

Item 1.          Legal Proceedings

 

None.

 

Item 1A.  Risk Factors

 

There are no material changes to the risk factors set forth in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.  Please refer to that section for disclosures regarding the risks and uncertainties related to the Company’s business.

 

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

 

 

 

Total

 

Average

 

Total Number of

 

Maximum Number (or

 

 

 

Number of

 

Price Paid

 

Shares (or Units)

 

Approximate Dollar Value)

 

 

 

Shares (or

 

per Share

 

Purchased as Part of

 

of Shares (or Units) that

 

 

 

Units)

 

(or Units)

 

Publicly Announced

 

May Yet Be Purchased

 

Period

 

Purchased

 

Purchased

 

Plans or Programs

 

Under the Plans or Programs

 

 

 

 

 

 

 

 

 

 

 

Month #1 (April 1 - April 30, 2010)

 

 

$

 

 

78,344

 

 

 

 

 

 

 

 

 

 

 

Month #2 (May 1 - May 31, 2010)

 

1,568

 

29.27

 

1,568

 

76,776

 

 

 

 

 

 

 

 

 

 

 

Month #3 (June 1 - June 30, 2010)

 

 

 

 

76,776

 

 

On April 27, 2010, the Board of Directors extended the previously approved authorization to repurchase up to 197,000 shares, or approximately 5%, of the outstanding shares of the Company for an additional year to April 30, 2011.  To date, there have been 120,224 shares repurchased under this plan.

 

Item 3.          Defaults Upon Senior Securities

 

None

 

Item 4.          (Removed and Reserved)

 

Item 5.          Other Information

 

None

 

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Table of Contents

 

Item 6.          Exhibits

 

(3)  (i)

 

Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005).

(3)  (ii)

 

Bylaws of the Registrant’s as presently in effect (incorporated by reference to Exhibit 3(ii) of the Registrant’s Current Report on Form 8-K filed June 17, 2005).

(31) (i)

 

Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer.

(31) (ii)

 

Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer.

(32) (i)

 

Section 1350 Certification of Chief Executive Officer.

(32) (ii)

 

Section 1350 Certification of Chief Financial Officer.

 

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Table of Contents

 

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.

 

 

PENNS WOODS BANCORP, INC.

 

(Registrant)

 

 

 

 

Date:   August 9, 2010

/s/ Ronald A. Walko

 

Ronald A. Walko, President and Chief Executive Officer

 

(Principal Executive Officer)

 

 

 

 

Date:   August 9, 2010

/s/ Brian L. Knepp

 

Brian L. Knepp, Chief Financial Officer

 

(Principal Financial Officer and Principal Accounting Officer)

 

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Table of Contents

 

EXHIBIT INDEX

 

Exhibit 31(i)

 

Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer

Exhibit 31(ii)

 

Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer

Exhibit 32(i)

 

Section 1350 Certification of Chief Executive Officer

Exhibit 32(ii)

 

Section 1350 Certification of Chief Financial Officer

 

44