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PEOPLES FINANCIAL SERVICES CORP. - Quarter Report: 2011 September (Form 10-Q)

form10q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  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 September 30, 2011 or
(  ) Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the transition period from
0-23863
 (Commission File Number)
 
PEOPLES FINANCIAL SERVICES CORP.
(Exact name of registrant as specified in its charter)

Pennsylvania
23-2391852
(State of incorporation)
(IRS Employer ID Number)
   
82 Franklin Avenue, Hallstead, PA
18822
(Address of principal executive offices)
(Zip code)
   
(570) 879-2175
(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____
 
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 during the preceding 12 months or for such shorter period that the registrant was required to submit and post such files.  Yes X  No ____
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company as defined in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  __
Accelerated filer  X
Non-accelerated filer __
Smaller reporting company __
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes ____ No X
 
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
 
Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date: 3,121,056 at October 31, 2011.
 
 


 
 

 
PEOPLES FINANCIAL SERVICES CORP.


PEOPLES FINANCIAL SERVICES CORP.
FORM 10-Q

For the Quarter Ended September 30, 2011

Contents
Page No.
PART I
FINANCIAL INFORMATION
 
Item 1.
Financial Statements (Unaudited)
   
 
Consolidated Balance Sheets at
3
 
September 30, 2011 and December 31, 2010
   
 
Consolidated Statements of Income and Comprehensive Income
4
 
for the Three and Nine Months Ended September 30, 2011 and 2010
   
 
Consolidated Statements of Changes in Stockholders’ Equity
5
 
for the Nine Months Ended September 30, 2011 and 2010
   
 
Consolidated Statements of Cash Flows
6
 
for the Nine Months Ended September 30, 2011 and 2010
   
 
Notes to Consolidated Financial Statements
7
   
Item 2.
Management’s Discussion and Analysis of
26
 
Financial Condition and Results of Operations
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
43
   
Item 4.
Controls and Procedures
43
   
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
44
Item 1A.
Risk Factors
44
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
44
Item 3.
Defaults upon Senior Securities
44
Item 4.
Removed and Reserved
44
Item 5.
Other Information
44
Item 6.
Exhibits
45
     
 
Signatures
46
   


 
2

 
 
PEOPLES FINANCIAL SERVICES CORP.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except per share data)
             
ASSETS:
 
September 30, 2011
   
December 31, 2010
 
Cash and due from banks
  $ 9,787     $ 6,731  
Interest-bearing balances with banks
    1,007       107  
Federal funds sold
    17,174       11,003  
    Investment securities available-for-sale
    128,956       121,772  
Loans held for sale
    1,206       30  
Loans, net
    427,249       390,772  
Less:  allowance for loan losses
    5,119       4,100  
Net loans
    422,130       386,672  
Premises and equipment, net
    8,039       8,238  
Accrued interest receivable
    3,240       3,003  
Other assets
    15,616       21,031  
Total assets
  $ 607,155     $ 558,587  
                 
LIABILITIES:
               
Deposits:
               
Noninterest-bearing
  $ 84,572     $ 73,663  
Interest-bearing
    401,588       365,071  
Total deposits
    486,160       438,734  
Short-term borrowings
    38,892       38,724  
Long-term debt
    21,620       27,336  
Accrued interest payable
    282       311  
    Other liabilities
    1,178       2,966  
Total liabilities
    548,132       508,071  
                 
STOCKHOLDERS' EQUITY:
               
    Common stock, par value $2.00, authorized 12,500,000 shares, issued 3,341,251 shares
    6,683       6,683  
Capital surplus
    3,141       3,118  
Retained earnings
    50,173       46,048  
Accumulated other comprehensive income (loss)
    3,945       (834 )
    Less:  Treasury stock, at cost: September 30, 2011, 212,195 shares; December 31, 2010, 199,520 shares
    4,919       4,499  
Total stockholders' equity
    59,023       50,516  
Total liabilities and stockholders’ equity
  $ 607,155     $ 558,587  



See Notes to Consolidated Financial Statements

 
3

 
 
PEOPLES FINANCIAL SERVICES CORP.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)
(Dollars in thousands, except per share data)
   
Three Months Ended
   
Nine Months Ended
 
   
Sept 30, 2011
   
Sept 30, 2010
   
Sept 30, 2011
   
Sept 30, 2010
 
INTEREST INCOME:
                       
    Interest and fees on loans:
                       
Taxable
  $ 5,505     $ 4,787     $ 16,054     $ 14,456  
Tax-exempt
    331       279       1,034       823  
Interest and dividends on investment securities available-for-sale:
                               
Taxable
    639       731       1,938       2,227  
Tax-exempt
    397       525       1,283       1,507  
Dividends
    9       9       26       35  
Interest on interest-bearing balances with banks
    3       1       8       3  
Interest on federal funds sold
    13       8       26       20  
Total interest income
    6,897       6,340       20,369       19,071  
INTEREST EXPENSE:
                               
Interest on deposits
    1,168       1,165       3,344       3,638  
Interest on short-term borrowings
    76       115       238       287  
Interest on long-term debt
    208       355       728       1,140  
Total interest expense
    1,452       1,635       4,310       5,065  
Net interest income
    5,445       4,705       16,059       14,006  
Provision for loan losses
    269       445       1,494       2,022  
Net interest income after provision for loan losses
    5,176       4,260       14,565       11,984  
NONINTEREST INCOME:
                               
Service charges, fees and commissions
    736       782       2,156       2,752  
Wealth management income
    142       81       517       240  
Mortgage banking income
    32       168       178       308  
Net gains on sale of investment securities available-for-sale
    25       22       37       223  
Other than temporary investment equity securities impairment
    (3 )     (140 )     (87 )     (140 )
Net gains (loss) on sale of other real estate
    90       2       1,673       (45 )
Total noninterest income
    1,022       915       4,474       3,338  
NONINTEREST EXPENSE:
                               
Salaries and employee benefits expense
    1,648       1,490       4,722       4,196  
Net occupancy and equipment expense
    738       641       2,113       1,877  
Other expenses
    1,371       1,372       4,387       3,977  
Total noninterest expense
    3,757       3,503       11,222       10,050  
Income before income taxes
    2,441       1,672       7,817       5,272  
Provision for income tax expense
    582       272       1,800       830  
Net income
    1,859       1,400       6,017       4,442  
OTHER COMPREHENSIVE INCOME:
                               
Unrealized gains on investment securities available-for-sale
    2,908       4,525       7,192       8,115  
Reclassification adjustment for gains included in net income
    (25 )     (22 )     (37 )     (223 )
Reclassification adjustment for other than temporary impairment
    3       140       87       140  
Income taxes related to other comprehensive income
    981       1,579       2,463       2,731  
Other comprehensive income, net of income taxes
    1,905       3,064       4,779       5,301  
Comprehensive income
  $ 3,764     $ 4,464     $ 10,796     $ 9,743  
PER SHARE DATA:
                               
Earnings (basic)
  $ 0.60     $ 0.45     $ 1.92     $ 1.42  
Earnings (diluted)
  $ 0.60     $ 0.45     $ 1.92     $ 1.42  
Cash dividends declared
  $ 0.20     $ 0.20     $ 0.60     $ 0.59  

 
4

 
PEOPLES FINANCIAL SERVICES CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands, except per share data)

   
Common Stock
   
Capital Surplus
   
Retained Earnings
   
Accumulated Other Comprehensive Income (Loss)
   
Treasury Stock
   
Total
 
Balance, December 31, 2010
  $ 6,683     $ 3,118     $ 46,048     $ (834 )   $ (4,499 )   $ 50,516  
Net income
                    6,017                       6,017  
Other comprehensive income, net of income taxes
                            4,779               4,779  
Dividends declared:  $0.60 per share
                    (1,892 )                     (1,892 )
Treasury stock purchased:  20,100 shares
                                    (555 )     (555 )
Treasury stock issued:  7,425  shares
            23                       135       158  
Balance, September 30, 2011
  $ 6,683     $ 3,141     $ 50,173     $ 3,945     $ (4,919 )   $ 59,023  
                                                 
Balance, December 31, 2009
  $ 6,683     $ 3,098     $ 42,043     $ (2,258 )   $ (4,596 )   $ 44,970  
Net income
                    4,442                       4,442  
Other comprehensive income, net of income taxes
                            5,301               5,301  
Dividends declared:  $0.59 per share
                    (1,851 )                     (1,851 )
Treasury stock issued:  4,900 shares
            18                       85       103  
Balance, September 30, 2010
  $ 6,683     $ 3,116     $ 44,634     $ 3,043     $ (4,511 )   $ 52,965  


See Notes to Consolidated Financial Statements

 
5

 
 
PEOPLES FINANCIAL SERVICES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands, except per share data)
   
Nine Months Ended
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
September 30, 2011
   
September 30, 2010
 
Net income
  $ 6,017     $ 4,442  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization of premises and equipment
    630       530  
Amortization of intangibles
    275       194  
Provision for loan losses
    1,494       2,022  
(Gain) loss on sale of other real estate
    (1,673 )     45  
Loss on disposal of equipment
    3          
Net amortization of investment securities available-for-sale
    386       188  
Amortization of deferred loan costs
    161       176  
Gains on sales of investment securities available-for-sale
    (37 )     (223 )
Other than temporary security impairment
    87       140  
Net earnings on investment in life insurance
    (276 )     (245 )
Gain from investment in life insurance
            (320 )
Net change in:
               
Loans held for sale
    (1,176 )     (419 )
Accrued interest receivable
    (237 )     (482 )
Other assets
    1,589       156  
Accrued interest payable
    (29 )     (73 )
Other liabilities
    (1,788 )     676  
Net cash provided by operating activities
    5,426       6,807  
    CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds from sales of investment securities available-for-sale
    19,438       61,056  
Proceeds from repayments on investment securities available-for-sale
    1,704       12,587  
Purchases of investment securities available-for-sale
    (21,520 )     (70,262 )
Net  decrease in restricted stock
    376          
Net increase in loans
    (34,706 )     (36,816 )
Purchases of premises and equipment
    (434 )     (1,236 )
Proceeds from investment in life insurance
            549  
Purchases of investment in life insurance
    (2,000 )        
Proceeds from sale of other real estate
    2,254       1,874  
Net cash used in investing activities
    (34,888 )     (32,248 )
C CASH FLOWS FROM FINANCING ACTIVITIES
               
Cash dividends paid
    (1,892 )     (1,851 )
Net increase in deposits
    47,426       26,088  
Repayment of long-term debt
    (5,716 )     (8,182 )
Net increase in short-term borrowings
    168       21,575  
Purchases of treasury stock
    (555 )        
Issuance of treasury stock
    158       103  
Net cash provided by financing activities
    39,589       37,733  
Net increase in cash and cash equivalents
    10,127       12,292  
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    17,841       18,915  
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 27,968     $ 31,207  
                 
SUPPLEMENTAL DISCLOSURES
               
Cash paid during the period for:
               
Interest
  $ 4,339     $ 5,138  
Income taxes
    1,925       254  
Noncash items:
               
Transfers from loans to foreclosed real estate
    593     $ 265  
Loans to facilitate sale of foreclosed real estate
  $ 3,000          

See Notes to Consolidated Financial Statements

 
6

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of  Peoples Financial Services Corp. and subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. All significant intercompany balances and transactions have been eliminated in consolidation. Prior-period amounts are reclassified when necessary to conform with the current year’s presentation. These reclassifications did not have any effect on the operating results or financial position of the Company. The operating results and financial position of the Company for the three and nine months ended and as of September 30, 2011, are not necessarily indicative of the results of operations and financial position that may be expected in the future.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. For additional information and disclosures required under GAAP, reference is made to the Company’s Annual Report on Form 10-K for the period ended December 31, 2010.

In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after September 30, 2011, through the date these consolidated financial statements were issued.

 
7

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

2.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

Three months ended
 
Net Income
   
Average Common Shares Outstanding
   
EPS
 
September 30, 2011:
                 
Basic EPS
  $ 1,859       3,134,591     $ 0.60  
Diluted EPS
  $ 1,859       3,135,614     $ 0.60  
                         
September 30, 2010:
                       
Basic EPS
  $ 1,400       3,141,056     $ 0.45  
Diluted EPS
  $ 1,400       3,143,947     $ 0.45  
                         
Nine months ended
                       
September 30, 2011:
                       
Basic EPS
  $ 6,017       3,141,085     $ 1.92  
Diluted EPS
  $ 6,017       3,142,746     $ 1.92  
                         
September 30, 2010:
                       
Basic EPS
  $ 4,442       3,138,989     $ 1.42  
Diluted EPS
  $ 4,442       3,141,399     $ 1.42  

Stock options that could potentially dilute earnings per share in the future which were not included in the fully diluted computation for 2011 and 2010 because they would have been anti-dilutive totaled 8,900 and 9,950 shares, respectively.

 
8

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

3.  INVESTMENT SECURITIES AVAILABLE-FOR-SALE

At September 30, 2011 and December 31, 2010, the amortized cost and fair value of securities available-for-sale aggregated by investment category are as follows:
   
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized Losses
   
Fair Value
 
September 30, 2011
                       
U.S. Government agencies and sponsored enterprises
  $ 32,744     $ 3,231           $ 35,975  
State and Municipals:
                             
Taxable
    18,125       1,864             19,989  
Tax-exempt
    38,216       1,445     $ 294       39,367  
Corporate debt securities
    4,463       281       701       4,043  
Mortgage-backed securities-residential
    28,688       272       150       28,810  
Equity securities:
                               
Preferred
    54       111               165  
Common
    688       27       108       607  
Total
  $ 122,978     $ 7,231     $ 1,253     $ 128,956  
                                 
December 31, 2010
                               
U.S. Government agencies and sponsored enterprises
  $ 38,133     $ 1,094     $ 109     $ 39,118  
State and Municipals:
                               
Taxable
    18,634       127       387       18,374  
Tax-exempt
    51,789       146       1,626       50,309  
Corporate debt securities
    4,467       208       655       4,020  
Mortgage-backed securities-residential
    8,682       85       97       8,670  
Equity securities:
                               
Preferred
    54                       54  
Common
    1,277       114       164       1,227  
Total
  $ 123,036     $ 1,774     $ 3,038     $ 121,772  


 
9

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

3.  INVESTMENT SECURITIES AVAILABLE-FOR-SALE (Continued)

The amortized cost and fair value of debt securities as of September 30, 2011, by contractual maturity, are shown below.  Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without any penalties.

   
Amortized Cost
   
Fair Value
 
Due in one year or less
  $ 732     $ 735  
Due after one year through five years
    14,157       14,420  
Due after five years through ten years
    33,751       36,665  
Due after ten years
    44,908       47,554  
      93,548       99,374  
Mortgage-backed securities-residential
    28,688       28,810  
Total
  $ 122,236     $ 128,184  

Securities with a carrying value of $90,698 and $84,281 at September 30, 2011 and December 31, 2010, respectively, were pledged to secure public deposits and repurchase agreements as required or permitted by law.

The fair value and gross unrealized losses of available-for-sale securities with unrealized losses for which an other-than-temporary impairment has not been recognized at September 30, 2011 and December 31, 2010, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized as follows:

September 30, 2011:
 
 
Less Than 12 Months
   
12 Months or More
   
Total
 
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
U.S. Government agencies and sponsored enterprises
                               
State and Municipals:
                               
Taxable
                               
Tax-Exempt
$ 1,119     $ 63     $ 3,001     $ 231     $ 4,120     $ 294
Corporate debt securities
  1,007       24       2,335       677       3,342       701
Mortgage-backed securities-residential
  12,133       150                       12,133       150
Common equity securities
                  230       108       230       108
  $ 14,259     $ 237     $ 5,566     $ 1,016     $ 19,825     $ 1,253

 
10

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

3.  INVESTMENT SECURITIES AVAILABLE-FOR-SALE (Continued)

December 31, 2010:
 
Less Than 12 Months
   
12 Months or More
   
Total
 
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
U.S. Government agencies and sponsored enterprises
$ 4,414     $ 109                 $ 4,414     $ 109
State and Municipals:
                                       
Taxable
  12,576       324     $ 430     $ 63       13,006       387
Tax-Exempt
  33,643       977       2,645       649       36,288       1,626
Corporate debt securities
                  2,358       655       2,358       655
Mortgage-backed securities-residential
  3,562       97                       3,562       97
Common equity securities
                  374       164       374       164
  $ 54,195     $ 1,507     $ 5,807     $ 1,531     $ 60,002     $ 3,038

At September 30, 2011, the securities portfolio had eight (two less than 12 months, six greater than 12 months) state and municipal obligations with unrealized losses totaling $294, three (One less than 12 months, two greater than 12 months) corporate debt securities with unrealized losses of $701, six (all less than 12 months) mortgage-backed securities with unrealized losses of $150, and five (all greater than 12 months) common equity securities with unrealized losses of $108.  The unrealized losses of $108 in common equity securities was a direct reflection of reductions in stock values in the financial industry sector, as a whole, and was not a result of credit or other issues that would cause the Company to realize an OTTI charge.  Management does not consider the unrealized losses, as a result of changes in interest rates, to be other-than-temporary impairment (“OTTI”) based on historical evidence that indicates the cost of these securities is recoverable within a reasonable period of time in relation to normal cyclical changes in the market rates of interest. Moreover, because there has been no material change in the credit quality of the issuer or other events or circumstances that may cause a significant adverse impact on the fair value of these securities, and management does not intend to sell these securities and it is unlikely that the Company will be required to sell these securities before recovery of their amortized cost basis, which may be maturity, the Company does not consider the unrealized losses to be OTTI at September 30, 2011.

In comparison, at December 31, 2010, the Company had four (all less than 12 months) U.S. Government Agency securities with unrealized losses of $109, 90 (82 less than 12 months, eight greater than 12 months) state and municipal obligations with unrealized losses of $2,013, four ( all less than 12 months)  mortgage-backed securities with unrealized losses of $97, two (both greater than 12 months) corporate debt securities with unrealized losses of $655, and six ( all greater than 12 months) common equity securities with unrealized losses of $164.

 
11

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

3.  INVESTMENT SECURITIES AVAILABLE-FOR-SALE (Continued)

Other than temporary impairments of $3 and $87 were recognized for the three and nine month periods ended September 30, 2011.  The impairments were the result of writing down two common equity securities.  The write-down was determined based on public market prices.  In reaching the determination to record the impairment, management reviewed the facts and circumstances available surrounding the securities, including the duration and amount of the unrealized loss, the financial condition of the issuer and the prospects for a change in market value within a reasonable period of time.  Based on its assessment, management determined that the impairments were other-than-temporary and that a charge to operating results was appropriate for the securities.  The charges were recognized based entirely on the assessment of the credit quality deterioration of the underlying company.

None of the corporate debt securities are private label trust preferred issuances.  Rather, this portfolio contains corporate bond issuances in large, national financial institutions.

Management evaluates securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.  All of the investment securities classified as available-for-sale are evaluated for OTTI under the rules for accounting for certain investments in debt and equity securities.

In determining OTTI under the rules for accounting for certain debt and equity securities, management considers many factors, including:  (i) the length of time and the extent to which the fair value has been less than amortized cost, (ii) the financial condition and near-term prospects of the issuer, (iii) whether the market decline was affected by macroeconomic conditions, and (iv) whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery.  The assessment of whether an OTTI decline exists involves a high degree of subjectivity and judgment and is based on information available to management at a point in time.  An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows.

 
12

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

3.  INVESTMENT SECURITIES AVAILABLE-FOR-SALE (Continued)

Declines in the fair value of available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses or in other comprehensive income, depending on whether the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current period credit loss. If the Company intends to sell the security or more likely than not it will be required to sell the security before recovery of its amortized cost basis less any current period credit loss, the OTTI impairment shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If the Company does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current period credit loss, the OTTI shall be separated into (i) the amount representing the credit loss and (ii) the amount related to all other factors. The amount of the total OTTI related to the credit loss shall be recognized in earnings. The amount of the total OTTI related to other factors shall be recognized in other comprehensive income, net of applicable taxes.

4.  LOANS, NET AND ALLOWANCE FOR LOAN LOSSES

The major classifications of loans outstanding, net of deferred loan origination fees and costs at September 30, 2011 and December 31, 2010 are summarized as follows. Net deferred loan costs were $549 at September 30, 2011, and $523 at December 31, 2010.

   
September 30, 2011
   
December 31, 2010
 
Commercial
  $ 146,229     $ 112,526  
Real estate:
               
Commercial
    141,489       136,910  
Residential
    118,778       119,424  
Consumer
    20,753       21,912  
Total
  $ 427,249     $ 390,772  



 
13

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

4.  LOANS, NET AND ALLOWANCE FOR LOAN LOSSES (Continued)

The changes in the allowance for loan losses account by major classification of loan for the three months and nine months ended September 30, 2011 were as follows:

September 30, 2011
 
Commercial
   
Commercial real estate
   
Residential
real estate
   
Consumer
   
Unallocated
   
Total
 
Beginning Balance, July 1, 2011
  $ 2,105     $ 1,585     $ 734     $ 289     $ 440     $ 5,153  
Charge-offs
    265       21       1       30               317  
Recoveries
                            14               14  
Provisions
    108       (11 )     (30 )     (21 )     223       269  
Ending balance
  $ 1,948     $ 1,553     $ 703     $ 252     $ 663     $ 5,119  
                                                 
Beginning Balance, January 1. 2011
  $ 1,696     $ 1,384     $ 726     $ 243     $ 51     $ 4,100  
Charge-offs
    323       77       9       107               516  
Recoveries
            2       1       38               41  
Provisions
    575       244       (15 )     78       612       1,494  
Ending balance
  $ 1,948     $ 1,553     $ 703     $ 252     $ 663     $ 5,119  
Ending balance: individually evaluated for impairment
  $ 806     $ 57             $ 27             $ 890  
Ending balance: collectively evaluated for impairment
  $ 1,142     $ 1,496     $ 703     $ 225     $ 663     $ 4,229  
Loans receivable:
                                               
Ending balance
  $ 146,229     $ 141,489     $ 118,778     $ 20,753             $ 427,249  
Ending balance: individually evaluated  for impairment
  $ 8,197     $ 7,896     $ 909     $ 27             $ 17,029  
Ending balance: collectively evaluated for impairment
  $ 138,032     $ 133,593     $ 117,869     $ 20,726             $ 410,220  
December 31, 2010
                                               
Allowance for loan losses:
                                               
Ending balance
  $ 1,696     $ 1,384     $ 726     $ 243     $ 51     $ 4,100  
Ending balance: individually evaluated for impairment
  $ 663     $ 122     $ 9     $ 31             $ 825  
Ending balance: collectively evaluated for impairment
  $ 1,033     $ 1,262     $ 717     $ 212     $ 51     $ 3,275  
Loans receivable:
                                               
Ending balance
  $ 112,526     $ 136,910     $ 119,424     $ 21,912             $ 390,772  
Ending balance: individually evaluated for impairment
  $ 5,916     $ 8,923     $ 674     $ 47             $ 15,560  
Ending balance: collectively evaluated for impairment
  $ 106,610     $ 127,987     $ 118,750     $ 21,865             $ 375,212  

 
14

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

4.  LOANS, NET AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system:

September 30, 2011:
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Total
 
Commercial
  $ 131,540     $ 6,514     $ 2,254     $ 5,921     $ 146,229  
Real estate:
                                       
Commercial
    134,645       621       5,076       1,147       141,489  
Residential
    117,869                       909       118,778  
Consumer
    20,744       9                       20,753  
Total
  $ 404,798     $ 7,144     $ 7,330     $ 7,977     $ 427,249  

December 31, 2010:
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Total
 
Commercial
  $ 105,869     $ 986     $ 181     $ 5,490     $ 112,526  
Real estate:
                                       
Commercial
    118,972       8,836       8,731       371       136,910  
Residential
    118,794                       630       119,424  
Consumer
    21,890                       22       21,912  
Total
  $ 365,525     $ 9,822     $ 8,912     $ 6,513     $ 390,772  

The following table presents nonaccrual loans by classes of the loan portfolio:

   
September 30, 2011
   
December 31, 2010
 
Commercial
  $ 5,921     $ 5,490  
Real estate:
               
Commercial
    1,147       371  
Residential
    909       630  
Consumer
            22  
Total
  $ 7,977     $ 6,513  


 
15

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

4.  LOANS, NET AND ALLOWANCE FOR LOAN LOSSES (Continued)

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

September 30, 2011:
   
30-59 Days Past Due
   
60-89 Days Past Due
   
Greater than 90 Days
   
Total Past Due
   
Current
   
Total Loans Receivables
   
Loans Receivable > 90 Days and Accruing
 
Commercial
  $ 1,198     $ 4     $ 102     $ 1,304     $ 144,925     $ 146,229     $ 22  
Real estate:
                                                       
Commercial
    1,114       329       537       1,980       139,509       141,489          
Residential
    1,676       167               1,843       116,935       118,778          
Consumer
    236       83       407       726       20,027       20,753       407  
Total
  $ 4,224     $ 583     $ 1,046     $ 5,853     $ 421,396     $ 427,249     $ 429  

December 31, 2010:
   
30-59 Days Past Due
   
60-89 Days Past Due
   
Greater than 90 Days
   
Total Past Due
   
Current
   
Total Loans Receivables
   
Loans Receivable > 90 Days and Accruing
 
Commercial
  $ 192     $ 81     $ 754     $ 1,027     $ 111,499     $ 112,526     $ 123  
Real estate:
                                                       
Commercial
    1,431               1,049       2,480       134,430       136,910          
Residential
    1,260       358       626       2,244       117,180       119,424          
Consumer
    293       133       291       717       21,195       21,912       269  
Total
  $ 3,176     $ 572     $ 2,720     $ 6,468     $ 384,304     $ 390,772     $ 392  


 
16

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

4.  LOANS, NET AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables summarize information in regards to impaired loans for the three and nine months ended September 30, 2011, and for the year ended December 31, 2010, by loan portfolio class:

September 30, 2011:
                   
This Quarter
   
Year to Date
 
 
Recorded Investment
   
Unpaid Principal Balance
   
Related Allowance
   
Average Recorded Investment
   
Interest Income Recognized
   
Average Recorded Investment
   
Interest Income Recognized
 
With no related allowance recorded:
                                       
Commercial
$ 4,097     $ 4,097           $ 6,179     $ 16     $ 6,243     $ 186  
Real estate:
                                                   
Commercial
  4,180       4,180             4,237       41       4,086       140  
Residential
  818       818             1,024               958          
Consumer
                        13               13       1  
Total
  9,095       9,095             11,453       57       11,300       327  
                                                     
With an allowance recorded:
                                                   
Commercial
  4,100       4,400     $ 806       4,565       16       3,219       37  
Real estate:
                                                     
Commercial
  3,716       3,716       57       3,727       33       2,677       99  
Residential
  91       91               92               31          
Consumer
  27       27       27       12               10          
Total
  7,934       8,234       890       8,396       49       5,937       136  
                                                       
Total:
                                                     
Commercial
  8,197       8,497       806       10,744       32       9,462       223  
Real estate:
                                                     
Commercial
  7,896       7,896       57       7,964       74       6,763       239  
Residential
  909       909               1,116               989          
Consumer
  27       27       27       25               23       1  
Total
$ 17,029     $ 17,329     $ 890     $ 19,849     $ 106     $ 17,237     $ 463  


 
17

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

4.  LOANS, NET AND ALLOWANCE FOR LOAN LOSSES (Continued)

December 31, 2010:
   
Recorded Investment
   
Unpaid Principal Balance
   
Related Allowance
   
Average Recorded Investment
   
Interest Income Recognized
With no related allowance recorded:
                           
Commercial
  $ 304     $ 304           $ 264     $ 12
Real estate:
                                   
Commercial
    6,263       6,263             6,394       392
Residential
    383       383             384       2
Consumer
    16       16             20       2
Total
    6,966       6,966             7,062       408
                                     
With an allowance recorded:
                                   
Commercial
    5,612       5,612     $ 663       5,629       165
Real estate:
                                     
Commercial
    2,660       2,660       122       2,714       166
Residential
    291       291       9       292       5
Consumer
    31       31       31       31        
Total
    8,594       8,594       825       8,666       336
                                       
Total:
                                     
Commercial
    5,916       5,916       663       5,893       177
Real estate:
                                     
Commercial
    8,923       8,923       122       9,108       558
Residential
    674       674       9       676       7
Consumer
    47       47       31       51       2
Total
  $ 15,560     $ 15,560     $ 825     $ 15,728     $ 744

Included in the commercial loan category are troubled debt restructurings that were classified as impaired. Trouble debt restructurings totaled $3,968 at September 30, 2011, and $4,185 at December 31, 2010, as described below.

 
18

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

4.  LOANS, NET AND ALLOWANCE FOR LOAN LOSSES (Continued)

The Company adopted the amendments in Accounting Standards Update (“ASU”) No. 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring (“TDR”),” on July 1, 2011.  As required, the Company reassessed all restructurings that occurred on or after the beginning of the current fiscal year (January 1, 2011) for identification as troubled debt restructurings.  As a result of this reassessment, there were no additional restructurings required.

The Company offers a variety of modifications to borrowers. The modification categories offered can generally be described in the following categories:

Rate Modification - A modification in which the interest rate is changed.
Term Modification - A modification in which the maturity date, timing of payments or frequency of payments is changed.
Interest Only Modification - A modification in which the loan is converted to interest only payments for a period of time.
Payment Modification - A modification in which the dollar amount of the payment is changed, other than an interest only modification described above.
Combination Modification - Any other type of modification, including the use of multiple categories above.

The following table presents troubled debt restructurings as of September 30, 2011:

   
Number of Contracts
   
Accrual Status
   
Non-Accrual Status
   
Total Modifications
 
Commercial
    2           $ 2,294     $ 2,294  
Real estate:
                             
Commercial
    1     $ 1,674             $ 1,674  
Residential
                               
Consumer
                               
Total
          $ 1,674     $ 2,294     $ 3,968  

The Company’s policy is that loans placed on non-accrual will typically remain on non-accrual status until all principal and interest payments are brought current and the prospect for future payment in accordance with the loan agreement appear relatively certain.  The Company’s policy generally refers to six months of payment performance as sufficient to warrant a return to accrual status.  There were no defaults of loans considered troubled debt restructurings for the three and nine month periods ended September 30, 2011.  There were no charge-offs as a result of the troubled debt restructurings and the impact on interest income was minimal.

 
19

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

4.  LOANS, NET AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables present newly restructured loans that occurred during the three and nine months ended September 30, 2011, respectively:

Pre-Modification Outstanding Recorded Investment:
Three months ended
 
 
Number of Contracts
Rate Modifications
Term Modifications
Interest Only Modifications
Payment Modifications
Combination Modifications
Total Modifications
Commercial
             
Real estate:
             
Commercial
             
Residential
             
Consumer
             
Total
             
 
Post-Modification Outstanding Recorded Investment:
 
 
Number of Contracts
Rate Modifications
Term Modifications
Interest Only Modifications
Payment Modifications
Combination Modifications
Total Modifications
Commercial
             
Real estate:
             
Commercial
             
Residential
             
Consumer
             
Total
             

Pre-Modification Outstanding Recorded Investment:
Nine months ended
 
 
Number of Contracts
Rate Modifications
Term Modifications
Interest Only Modifications
Payment Modifications
Combination Modifications
Total Modifications
Commercial
             
Real estate:
             
Commercial
1
$1,682
       
$1,682
Residential
             
Consumer
             
Total
 
$1,682
       
$1,682
 
Post-Modification Outstanding Recorded Investment:
 
 
Number of Contracts
Rate Modifications
Term Modifications
Interest Only Modifications
Payment Modifications
Combination Modifications
Total Modifications
Commercial
             
Real estate:
             
Commercial
1
$1,682
       
$1,682
Residential
             
Consumer
             
Total
 
$1,682
       
$1,682


 
20

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

5.  STOCK-BASED COMPENSATION

As of September 30, 2011, all stock options were fully vested and there are no unrecognized compensation costs related to stock options.  There were no stock options granted for the nine month periods ending September 30, 2011 and 2010.

6.  OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

The Company does not issue any guarantees that would require liability recognition or disclosure, other than standby letters of credit.  Outstanding letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for standby letters of credit is represented by the contractual amount of those instruments.  The Company had $16,740 of standby letters of credit at September 30, 2011.  The Bank uses the same credit policies in making conditional obligations as it does for on-balance sheet instruments.

The majority of these standby letters of credit expire within the next twelve months.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments.  The Company requires collateral supporting these letters of credit as deemed necessary.  The maximum undiscounted exposure related to these commitments at September 30, 2011 was $16,740 and the approximate value of underlying collateral upon liquidation, that would be expected to cover this maximum potential exposure, was $15,987.

7.  FAIR VALUE MEASUREMENTS

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosure under GAAP. Fair value estimates are calculated without attempting to estimate the value of anticipated future business and the value of certain assets and liabilities that are not considered financial. Accordingly, such assets and liabilities are excluded from disclosure requirements. For example, no benefit is recorded for the value of low-cost funding subsequently discussed. In addition, the Bank’s Wealth Management Division contributes fee income annually. Assets and liabilities of this Division are not considered financial instruments for this disclosure, and their values have not been incorporated into the fair value estimates.

The Company’s assets that were considered financial instruments approximated 96.5 percent of total assets at September 30, 2011, and 95.3 percent of total assets at December 31, 2010. Liabilities that were considered financial instruments approximated 99.8 percent of total liabilities at September 30, 2011, and 99.4 percent of total liabilities at December 31, 2010.

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets. In many cases, these values cannot be realized in immediate settlement of the instrument.

 
21

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

7.  FAIR VALUE MEASUREMENTS (Continued)

Current fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction that is not a forced liquidation or distressed sale between participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

The following methods and assumptions were used by the Company to construct the following table containing the fair values and related carrying amounts of financial instruments:

Cash and cash equivalents:   The carrying values of cash and cash equivalents as reported on the balance sheet approximate fair value.

Securities available for sale:   The fair value of marketable equity securities is based on quoted market prices from active exchange markets. The fair value of debt securities is based on pricing from a matrix pricing model.

Restricted equity securities:  The carrying value of restricted equity securities approximate fair value.

Loans held for sale, net:   The fair value of loans held for sale, net, are based on quoted market prices.

Net loans: For adjustable-rate loans that reprice immediately and with no significant credit risk, fair values are based on carrying values. The fair values of other nonimpaired loans are estimated using discounted cash flow analysis, using interest rates currently offered in the market for loans with similar terms to borrowers of similar credit risk. Fair values for impaired loans are estimated using discounted cash flow analysis determined by the loan review function or underlying collateral values, where applicable.

Accrued interest receivable:   The carrying value of accrued interest receivable as reported on the balance sheet approximates fair value.

Deposits:   The fair value of noninterest-bearing deposits and savings, NOW and money market accounts is the amount payable on demand at the reporting date. The fair value estimates do not include the benefit that results from such low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market. The carrying value of adjustable-rate, fixed-term time deposits approximates their fair value at the reporting date. For fixed-rate time deposits, the present value of future cash flows is used to estimate fair value. The discount rates used are the current rates offered for time deposits with similar maturities.

Short-term borrowings:   The carrying value of short-term borrowings approximates fair value.

Long-term debt:   The fair value of fixed-rate long-term debt is based on the present value of future cash flows. The discount rate used is the current rates offered for long-term debt with the same maturity.

 
22

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

7.  FAIR VALUE MEASUREMENTS (Continued)

Accrued interest payable:  The carrying value of accrued interest payable as reported on the balance sheet approximates fair value.

Off-balance sheet financial instruments:   The majority of commitments to extend credit, unused portions of lines of credit and standby letters of credit carry current market interest rates if converted to loans. Because such commitments are generally unassignable by either the Company or the borrower, they only have value to the Company and the borrower. None of the commitments are subject to undue credit risk. The estimated fair values of off-balance sheet financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of off-balance sheet financial instruments was not material at September 30, 2011 and December 31, 2010.

The estimated fair values of the Company’s financial instruments were as follows at September 30, 2011 and December 31, 2010.

   
September 30, 2011
   
December 31, 2010
 
   
Carrying Value
   
Fair Value
   
Carrying Value
   
FairValue
 
Financial assets:
                       
Cash and cash equivalents
  $ 27,968     $ 27,968     $ 17,841     $ 17,841  
Securities available for sale
    128,956       128,956       121,772       121,772  
Restricted equity securities
    2,267       2,267       2,642       2,642  
Loans held for sale
    1,206       1,206       30       30  
Net loans
    422,130       433,062       386,672       393,033  
Accrued interest receivable
    3,240       3,240       3,003       3,003  
    $ 585,767     $ 596,699     $ 531,960     $ 538,321  
Financial liabilities:
                               
Deposits
  $ 486,160     $ 489,548     $ 438,734     $ 440,529  
Short-term borrowings
    38,892       38,892       38,724       38,724  
Long-term debt
    21,620       22,045       27,336       27,872  
Accrued interest payable
    282       282       311       311  
    $ 546,954     $ 550,767     $ 505,105     $ 507,436  

In accordance with GAAP, the Company groups its assets and liabilities generally measured at fair value into three levels based on market information or other fair value estimates in which the assets and liabilities are traded or valued and the reliability of the assumptions used to determine fair value. These levels include:

    •
Level 1: Unadjusted quoted prices of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 
23

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

7.  FAIR VALUE MEASUREMENTS (Continued)

    •
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
 
    •
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2011 and December 31, 2010 are as follows:

   
Amount
   
(Level 1)
Quoted Prices in Active Markets for Identical Assets
   
(Level 2) Significant Other Observable Inputs
 
(Level 3)
Significant 
Unobservable Inputs
September 30, 2011
                   
U.S. Government agencies and sponsored enterprises
  $ 35,975           $ 35,975    
State and Municipals:
                       
Taxable
    19,989             19,989    
Tax-exempt
    39,367             39,367    
Corporate debt securities
    4,043             4,043    
Mortgage-backed securities-residential
    28,810             28,810    
Equity securities:
                       
Preferred
    165             165    
Common
    607     $ 607            
Total
  $ 128,956     $ 607     $ 128,349    
                           
December 31, 2010
                         
U.S. Government agencies and sponsored enterprises
  $ 39,118             $ 39,118    
State and Municipals:
                         
Taxable
    18,374               18,374    
Tax-exempt
    50,309               50,309    
Corporate debt securities
    4,020               4,020    
Mortgage-backed securities-residential
    8,670               8,670    
Equity securities:
                         
Preferred
    54               54    
Common
    1,227     $ 1,227            
Total
  $ 121,772     $ 1,227     $ 120,545    

 
24

 
 
PEOPLES FINANCIAL SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

7.  FAIR VALUE MEASUREMENTS (Continued)

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2011 and December 31, 2010 are as follows:

   
Amount
 
(Level 1)
Quoted Prices in Active
Markets for Identical Assets
 
(Level 2)
Significant Other
Observable Inputs
 
(Level 3) Significant
Unobservable Inputs
 
September 30, 2011
                 
Impaired loans
  $ 7,044           $ 7,044  
                       
December 31, 2010
                     
Impaired loans
  $ 7,769           $ 7,769  

Fair values of impaired loans are estimated using discounted cash flow analysis determined by the loan review function or underlying collateral volume, where applicable.

8.  RECENT ACCOUNTING PRONOUNCEMENTS

FASB ASU 2011-08, “Testing Goodwill for Impairment.” In September, 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment.”  The purpose of this ASU is to simplify how entities test goodwill for impairment by adding a new first step to the preexisting goodwill impairment test under ASC Topic 350, “Intangibles – Goodwill and other.”  This amendment gives the entity the option to first assess a variety of qualitative factors such as economic conditions, cash flows, and competition to determine whether it was more likely than not that the fair value of goodwill has fallen below its carrying value. If the entity determines that it is not likely that the fair value has fallen below its carrying value, then the entity will not have to complete the original two-step test under Topic 350. The amendments in this ASU are effective for impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company is evaluating the impact of this ASU on its consolidated financial statements.

 
25

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

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

Management’s Discussion and Analysis of the Company is intended to assist the reader in evaluating the Company’s performance.  The Company’s subsidiaries, Peoples Neighborhood Bank (the “Bank”) and Peoples Wealth Management, LLC, provide financial services to individuals and businesses within the Bank’s primary market area made up of Susquehanna, Wyoming and Northern Lackawanna Counties in Pennsylvania, and Broome County in New York.  The Bank is subject to regulation, supervision, and examination by the Federal Deposit Insurance Corporation (“FDIC”).  Peoples Wealth Management is a member of the National Association of Securities Dealers (“NASD”), which also acts as the primary regulator for Peoples Wealth Management. Peoples Financial Capital Corporation is also a subsidiary of the Company and its main activities are the maintenance and management of certain investments and the collection and distribution of the income from such investments. Peoples Financial Leasing, LLC is a subsidiary of the Bank and provides employee leasing services to the Bank. Peoples Investment Holdings, LLC is also a subsidiary of the Bank and its main activities are the maintenance and management of intercompany investments and the collection and distribution of the income from such investments.

Forward Looking Discussion:

Except for historical information, this Report may be deemed to contain “forward looking” information.  Examples of forward looking information may include, but are not limited to:  (i) projections of or statements made regarding future earnings, interest income, other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure and other financial terms; (ii) statements of plans and objectives of management or the Board of Directors; (iii) statements of future economic performance; and (iv) statements of assumptions, such as economic conditions in the market areas served by the Company and the Bank, underlying other statements and statements about the Company and the Bank or their respective businesses.  Such forward looking information can be identified by the use of forward looking terminology such as “believes,” “expects,” “may,” “intends,” “will,” “should,” “anticipates,” or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy.  No assurance can be given that the future results covered by the forward looking information will be achieved.  Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from future results expressed or implied by such forward looking information.  Important factors that could impact operating results include, but are not limited to, (i) the effects of changing economic conditions in both the market areas served by the Company and the Bank and nationally, (ii) credit risks of commercial, real estate, consumer and other lending activities, (iii) significant changes in interest rates, (iv) changes in federal and state banking laws and regulations which could affect operations, (v) funding costs, and (vi) other external developments which could materially affect business and operations.

Critical Accounting Policies:

Disclosure of our significant accounting policies are included in Note 1 to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2010.  Some of these policies are particularly sensitive requiring significant judgments, estimates and assumptions.


 
26

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

Operating Environment:

Fiscal policy initiatives enacted by the Federal Open Market Committee (“FOMC”) during the third quarter of 2011 allowed for economic expansion, albeit at a slow pace. Aided by business spending on capital goods and personal consumption expenditures (“PCE”), the gross domestic product, the value of all goods and services produced in the Nation, grew at a 2.5% annual rate compared to 1.3% for the second quarter. PCE increased 2.4% in the third quarter of 2011 after increasing only 0.7% in the second quarter. With regard to inflation, rising food and energy costs caused the price index for gross domestic purchases, a measure of prices paid by United States residents, to increase 2.0% in the third quarter, compared to 3.3% in the second quarter. Due to continuing weak economic conditions, the FOMC implemented “Operation Twist” in September of 2011. Under this program, the Committee purchased up to $400 billion of Treasury securities with remaining maturities of 6 years to 30 years and sold an equal amount of Treasury securities with remaining maturities of 3 years of less. This will act to put downward pressure on longer term rates and make broader financial conditions more accommodative. The goal is that this accommodation will spur economic growth.

Review of Financial Position:

Total assets grew $48,568 or at an annualized rate of 11.6% to $607,155 at September 30, 2011, from $558,587 at December 31, 2010. For the nine months ended September 30, 2011, total assets averaged $579,788, an increase of $35,426 or 6.5%, from $544,362 for the same period of 2010. The 2011 balance sheet growth was driven by increases in total deposits of $47,426, an annualized growth rate of 14.5%.  Interest-bearing deposits increased $36,517, while noninterest-bearing deposits grew $10,909.  Loans, net increased $36,477 or at an annualized rate of 12.5% to $427,249 at September 30, 2011, compared to $390,772 at December 31, 2010. Total stockholders’ equity increased $8,507 or at an annualized rate of 22.5%, from $50,516 at year-end 2010 to $59,023 at September 30, 2011.

Many customers who own land in the rural sections of our market area have been impacted by natural gas drilling. These customers have been offered significant sums of money, including a flat land lease fee per acre and royalties for any gas extracted, by natural gas companies for drilling rights to their property. We currently offer an above market rate on our certificate of savings product as well as longer term special rates on certificate of deposit accounts that offer customers an attractive alternative to investing their funds elsewhere in the market place.

 
27

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

Investment Portfolio:

The entire securities portfolio is held as available for sale, which allows for greater flexibility in using the investment portfolio for liquidity purposes by allowing securities to be sold when market opportunities occur.  In the first quarter of 2011, we began shifting our investment portfolio from longer to shorter term investments in order to reduce interest rate risk on the balance sheet. Investment securities totaled $128,956 at September 30, 2011, an increase of $7,184, or 5.9% from $121,772 at December 31, 2010.  The increase resulted from the purchase of certain short-term mortgage backed securities in order to reduce the portfolio’s exposure to interest rate changes. This sector totaled $28,810, or 22.3% of the portfolio at September 30, 2011, as compared to $8,670, or 7.1% at December 31, 2010.  Conversely, the longer-term tax-exempt municipal sector declined to $39,367 or 30.5% of the portfolio at September 30, 2011 from $50,309 or 41.3% at December 31, 2010.  In addition to reducing our exposure to interest rate risk, the sale of certain tax-exempt municipal securities was in line with tax planning strategies given the 2011 acquisition of a limited partnership, which will afford us significant tax credits beginning in 2012.

For the nine months ended September 30, 2011, the investment portfolio averaged $116,222, a decrease of $15,788 or 12.0% compared to $132,010 for the same period last year. The tax-equivalent yield on the investment portfolio decreased 10 basis points to 4.50% for the nine months ended September 30, 2011, from 4.60% for the comparable period of 2010.  The tax-equivalent yield decreased 49 basis points to 4.12% for the third quarter of 2011 from 4.61% for the second quarter of 2011.

Securities available for sale are accounted for at fair value, with unrealized gains or losses net of deferred income taxes reported in the accumulated other comprehensive income component of stockholders’ equity.  The carrying value of securities at September 30, 2011, included a net unrealized gain of $5,978 reflected as accumulated other comprehensive income of $3,945 in stockholders’ equity, net of deferred income taxes of $2,033.  This compares to a net unrealized loss of $1,264 at December 31, 2010, reflected as an accumulated other comprehensive loss of $834, net of deferred income taxes of $430.

The Asset/Liability Committee (“ALCO”) reviews the performance and risk elements of the investment portfolio monthly.  Through active balance sheet management and analysis of the securities portfolio, we maintain sufficient liquidity to satisfy depositor requirements and meet the credit needs of our customers.

Loan Portfolio:

Loans, net increased $36,477, or 12.5% annualized, to $427,249 at September 30, 2011 from $390,772 at December 31, 2010.  The growth reflected increases in commercial loans and commercial real estate loans and lease financing, partially offset by decreases in residential real estate and consumer loans. Commercial loans increased $33,703, or 40.0% annualized, to $146,229 at September 30, 2011 compared to $112,526 at December 31, 2010. Commercial real estate loans increased $4,579, or 4.5% annualized, to $141,489 at September 30, 2011 compared to $136,910 at December 31, 2010.

 
28

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

Weak labor markets, coupled with higher food and energy prices, eroded consumer purchasing power during the first half of 2011. In addition, declining home and equity values have further reduced household wealth. These factors resulted in a slowdown in the growth rate of consumer spending. Residential real estate mortgages decreased $646, to $118,778 at September 30, 2011 compared to $119,424 at December 31, 2010. Our consumer loan portfolio decreased 7.1% annualized, or $1,159, to $20,753 at September 30, 2011 compared to $21,912 at December 31, 2010. In comparison to the end of the second quarter of 2011, total loans increased $594.

For the nine months ended September 30, 2011, loans averaged $415,407, an increase of $55,271 or 15.3% compared to $360,136 for the same period of 2010. The tax-equivalent yield on the loan portfolio was 5.67% for the nine months ended September 30, 2011, a decrease of 16 basis points from 5.83% for the same period last year.  The tax-equivalent yield on the loan portfolio decreased 10 basis points in the third quarter of 2011.

In addition to the risks inherent in our loan portfolio, in the normal course of business, we are also a party to financial instruments with off-balance sheet risk to meet the financing needs of our customers. These instruments include legally binding commitments to extend credit, unused portions of lines of credit and commercial letters of credit made under the same underwriting standards as on-balance sheet instruments, and may involve, to varying degrees, elements of credit risk and IRR in excess of the amount recognized in the financial statements.

Unused commitments on September 30, 2011, totaled $71,670, consisting of $54,930 in unfunded commitments of existing loan facilities and $16,740 in letters of credit.  Due to fixed maturity dates, specified conditions within these instruments, and the ultimate needs of our customers, many will expire without being drawn upon.  We believe that amounts actually drawn upon can be funded in the normal course of operations and therefore, do not represent a significant liquidity risk to us.  In comparison, unused commitments, at December 31, 2010, totaled $56,012, consisting of $37,842 in unfunded commitments of existing loans and $18,170 in letters of credit.

We record an allowance for off-balance sheet credit losses, if deemed necessary, separately as a liability. No allowance was deemed necessary at September 30, 2011 and December 31, 2010. We do not anticipate that losses, if any, that may occur as a result of funding off-balance sheet commitments, would have a material adverse effect on our operating results or financial position.


 
29

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

Asset Quality:

National, Pennsylvania, New York and market area unemployment rates at September 30, 2011and 2010, are summarized as follows:
   
September 30, 2011
   
September 30, 2010
 
United States
    9.1     9.6 %
Pennsylvania (statewide)
    7.5     8.0 %
Lackawanna county
    9.6     8.6 %
Susquehanna county
    7.5     7.2 %
Wyoming county
    8.8     8.0 %
New York (statewide)
    7.8     8.2 %
Broome county
    7.5     8.2 %

The employment conditions improved for the Nation, Pennsylvania, New York and Broome County, New York from one year ago but deteriorated in all three counties representing our market areas in Pennsylvania.  Despite the improvements, employment conditions continued to be weak as unemployment levels remained at historical highs.

In spite of challenging economic factors, our asset quality has improved through the first three quarters of 2011. Nonperforming assets decreased $1,487 or 14.4% to $8,805 at September 30, 2011, from $10,292 at December 31, 2010. We experienced increases in nonaccrual/restructured loans and accruing loans past due 90 days or more, which were more than offset by a decline in foreclosed assets. As a percentage of loans, net and foreclosed assets, nonperforming assets equaled 2.06% at September 30, 2011 compared to 2.61% at December 31, 2010.

Loans on nonaccrual status increased $1,464 to $7,977 at September 30, 2011 from $6,513 at December 31, 2010. The increase from year end was due primarily to an increase of $1,207 in commercial and commercial real estate loans placed on nonaccrual status. Foreclosed assets decreased $2,988 or 88.2% at September 30, 2011 when compared to $3,387 at December 31, 2010 which is primarily due to the sale of one commercial property.  There were $593 in loans transferred to foreclosed real estate during 2011

Generally, maintaining a high loan to deposit ratio is our primary goal in order to maximize profitability.  However, this objective is superseded by our attempts to assure that asset quality remains strong.  We continued our efforts to create sound underwriting standards for both commercial and consumer credit.  Most commercial lending is done primarily with locally owned small businesses.

We maintain the allowance for loan losses at a level we believe adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred loan losses inherent in the remainder of the loan portfolio as of the balance sheet date. The balance in the allowance for loan losses account is based on past events and current economic conditions. We employ the Federal Financial Institutions

 
30

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

Examination Council Interagency Policy Statement, as amended December 13, 2006, and GAAP in assessing the adequacy of the allowance account. Under GAAP, the adequacy of the allowance account is determined based on the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 310, “Receivables,” for loans specifically identified to be individually evaluated for impairment and the requirements of FASB ASC 450 “Contingencies,” for large groups of smaller-balance homogeneous loans to be collectively evaluated for impairment.

We follow our systematic methodology in accordance with procedural discipline by applying it in the same manner regardless of whether the allowance is being determined at a high point or a low point in the economic cycle. Each quarter, our credit analyst identifies those loans to be individually evaluated for impairment and those loans collectively evaluated for impairment utilizing a standard criteria. Internal loan review grades are assigned quarterly to loans identified to be individually evaluated. A loan’s grade may differ from period to period based on current conditions and events, however, we consistently utilize the same grading system each quarter. We consistently use loss experience from the latest twelve quarters in determining the historical loss factor for each pool collectively evaluated for impairment. Qualitative factors are evaluated in the same manner each quarter and are adjusted within a relevant range of values based on current conditions.  For additional disclosure related to the allowance for loan losses refer to the note entitled, “Loans, net and Allowance for Loan Losses,” in the Notes to Consolidated Financial Statements to this Quarterly Report.

The allowance for loan losses increased $1,019 to $5,119 at September 30, 2011, from $4,100 at the end of 2010.  In comparison to June 30, 2011, the allowance for loan losses decreased $34 from $5,153.  For the nine months ended September 30, net charge-offs were $475 or 0.15% of average loans outstanding in 2011, a $994 decrease compared to $1,469 or 0.55% of average loans outstanding in 2010..  Net charge-offs totaled $303 and $1,308 in the third quarters of 2011 and 2010.  The net charge-off realized in the third quarter of 2011 was entirely due to confirming a loss on one commercial customer previously reserved as a specific allocation in the allowance for loan losses account at June 30, 2011.

Deposits:

Deposits are attracted within our primary market area through the offering of various deposit instruments including demand deposit accounts, NOW accounts, money market deposit accounts, savings accounts, and time deposits, including certificates of deposit and IRA’s.  During the nine months ended September 30, 2011, total deposits increased $47,426, or 14.5% annualized, to $486,160 from $438,734 at December 31, 2010.  Time deposits increased $15,787, or 22.8% annualized, to $108,234 at September 30, 2011, compared to $92,447 at December 31, 2010. Demand deposits, increased $10,909, or 19.8% annualized, to $84,572 at September 30, 2011, compared to $73,663 at December 31, 2010.  Interest-bearing checking deposits, including NOW and money market accounts, increased $18,556, or 32.0% annualized, to $96,059 at September 30, 2011, compared to $77,503 at December 31, 2010. Savings deposits increased $2,174, or 1.5% annualized, to $ 197,295 at September 30, 2011, compared to $195,121 at December 31, 2010.

For the quarter ended September 30, 2011, total deposits grew $15,591 or 13.1% annualized.  Interest-bearing deposits grew $9,235 or 9.4% annualized, while noninterest-bearing deposits increased $6,356 or 32.2% annualized.  The majority of the growth in interest-bearing accounts was concentrated in saving accounts, which grew $4,755 or 9.8% annualized during the third quarter of 2011.

 
31

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

The trend through nine months of 2011 has been one of continued deposit growth. For the nine months ended September 30, 2011, average total deposits increased $34,239 to $462,404 compared to $428,165 for the same period of 2010. Noninterest-bearing deposits grew $7,104, while interest-bearing accounts increased $27,135. Our cost of interest-bearing deposits decreased 20 basis points to 1.17% for the nine months ended September 30, 2011, from 1.37% for the same nine months of 2010.  For the quarter, total deposits averaged $12,198 higher comparing the third quarter 2011 to the prior quarter.  The cost of interest-bearing deposits was unchanged at 1.17% over the latest two quarters of 2011.

Interest rates have been at historic lows for an extended period. Short term and core deposit rates have remained flat. As such, deposits have been attracted by offering rates on longer term time deposit products which are higher than other investment alternatives available to customers elsewhere in the market place. The added benefit of expanded FDIC insurance up to $250 has also made bank deposits an attractive investment vehicle for our customers.

Borrowings:

The Bank utilizes borrowings as a secondary source of liquidity for its asset/liability management.  Advances are available from the Federal Home Loan Bank (“FHLB) provided certain standards related to credit worthiness have been met.  Repurchase and term agreements are also available from the FHLB.

Total short-term borrowings at September 30, 2011, totaled $38,892 as compared to $38,724 at December 31, 2010.  Long-term debt was $21,620 at September 30, 2011, compared to $27,336 at year end 2010, a decrease of $5,716, or 20.9%. The decrease in long-term debt is the result of contractual principal payments to the FHLB as well as the early payment of a $5,000 FHLB advance with an original maturity of January 2015.  As a result of such action, we recognized a prepayment penalty of $509, which is included in other expenses for nine months ended September 30, 2011.  We chose to extinguish the debt despite the penalty due to the favorable long term financial implications.

Market Risk Sensitivity:

Market risk is the risk to our earnings or financial position resulting from adverse changes in market rates or prices, such as interest rates, foreign exchange rates or equity prices. Our exposure to market risk is primarily interest rate risk (“IRR”) associated with our lending, investing and deposit-gathering activities. During the normal course of business, we are not exposed to foreign exchange risk or commodity price risk. Our exposure to IRR can be explained as the potential for change in our reported earnings and/or the market value of our net worth. Variations in interest rates affect earnings by changing net interest income and the level of other interest-sensitive income and operating expenses. Interest rate changes also affect the underlying economic value of our assets, liabilities and off-balance sheet items. These changes arise because the present value of future cash flows, and often the cash flows themselves, change with interest rates. The effects of the changes in these present values reflect the change in our underlying economic value and provide a basis for the expected change in future earnings related to interest rates. IRR is inherent in the role of banks as financial intermediaries. However, a bank with a high degree of IRR may experience lower earnings, impaired liquidity and capital positions, and most likely, a greater risk of insolvency. Therefore, banks must carefully evaluate IRR to promote safety and soundness in their activities.

 
32

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

As a result of economic uncertainty and a prolonged era of historically low market rates, it has become difficult to manage IRR. Due to these factors, IRR and effectively managing it are very important to both bank management and regulators. Bank regulations require us to develop and maintain an IRR management program, overseen by the Board of Directors and senior management, that involves a comprehensive risk management process in order to effectively identify, measure, monitor and control risk. Should we have material weaknesses in our risk management process or high exposure relative to our capital, bank regulatory agencies will take action to remedy these shortcomings. Moreover, the level of IRR exposure and the quality of our risk management process is a determining factor when evaluating capital adequacy.

The ALCO, comprised of members of our Board of Directors, senior management and other appropriate officers, oversees our IRR management program. Specifically ALCO analyzes economic data and market interest rate trends, as well as competitive pressures, and utilizes several computerized modeling techniques to reveal potential exposure to IRR. This allows us to monitor and attempt to control the influence these factors may have on our rate-sensitive assets (“RSA”) and rate-sensitive liabilities (“RSL”), and overall operating results and financial position. One such technique utilizes a static gap model that considers repricing frequencies of RSA and RSL in order to monitor IRR. Gap analysis attempts to measure our interest rate exposure by calculating the net amount of RSA and RSL that reprice within specific time intervals. A positive gap occurs when the amount of RSA repricing in a specific period is greater than the amount of RSL repricing within that same time frame and is indicated by a RSA/RSL ratio greater than 1.0. A negative gap occurs when the amount of RSL repricing is greater than the amount of RSA and is indicated by a RSA/RSL ratio less than 1.0. A positive gap implies that earnings will be impacted favorably if interest rates rise and adversely if interest rates fall during the period. A negative gap tends to indicate that earnings will be affected inversely to interest rate changes.

Our cumulative one-year RSA/RSL ratio equaled 1.23 at September 30, 2011.  Given the length of time that market rates have been at historical lows and the potential for rates to rise in the future, the focus of ALCO has been to create a positive static gap position in 2011.  With regard to RSA, we predominantly offered medium- term, fixed-rate loans as well as adjustable rate loans. With respect to RSL, we offered promotional certificates of deposit with 63-month and 72-month maturities. This position indicates that the amount of RSA repricing written one year would exceed that of RSL, thereby causing increases in market rates, to improve net interest income.  However, these forward-looking statements are qualified in the aforementioned section entitled “Forward-Looking Discussion” in this Management’s Discussion and Analysis.

Static gap analysis, although a credible measuring tool, does not fully illustrate the impact of interest rate changes on future earnings. First, market rate changes normally do not equally or simultaneously affect all categories of assets and liabilities. Second, assets and liabilities that can contractually reprice within the same period may not do so at the same time or to the same magnitude. Third, the interest rate sensitivity table presents a one-day position. Variations occur daily as we adjust our rate sensitivity throughout the year. Finally, assumptions must be made in constructing such a table.

 
33

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

As the static gap report fails to address the dynamic changes in the balance sheet composition or prevailing interest rates, we utilize a simulation model to enhance our asset/liability management. This model is used to create pro forma net interest income scenarios under various interest rate shocks. Model results at September 30, 2011, produced results similar to those indicated by the one-year static gap position. In addition, parallel and instantaneous shifts in interest rates under various interest rate shocks resulted in changes in net interest income that were well within policy limits. We will continue to monitor our IRR for the remainder of 2011 and employ deposit and loan pricing strategies and direct the reinvestment of loan and investment repayments in order to maintain a favorable IRR position.

Financial institutions are affected differently by inflation than commercial and industrial companies that have significant investments in fixed assets and inventories. Most of our assets are monetary in nature and change correspondingly with variations in the inflation rate. It is difficult to precisely measure the impact inflation has on us, however we believe that our exposure to inflation can be mitigated through asset/liability management.

Liquidity:

Liquidity management is essential to our continuing operations and enables us to meet financial obligations as they come due, as well as to take advantage of new business opportunities as they arise. Financial obligations include, but are not limited to, the following:

Funding new and existing loan commitments;
Payment of deposits on demand or at their contractual maturity;
Repayment of borrowings as they mature;
Payment of lease obligations; and
Payment of operating expenses.

These obligations are managed daily, thus enabling us to effectively monitor fluctuations in our liquidity position and to adapt that position according to market influences and balance sheet trends. Future liquidity needs are forecasted and strategies are developed to ensure adequate liquidity at all times.

Historically, core deposits have been the primary source of liquidity because of their stability and lower cost, in general, than other types of funding. Providing additional sources of funds are loan and investment payments and prepayments and the ability to sell both available for sale securities and mortgage loans held for sale. We believe liquidity is adequate to meet both present and future financial obligations and commitments on a timely basis.

 
34

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

We employ a number of analytical techniques in assessing the adequacy of our liquidity position. One such technique is the use of ratio analysis related to our reliance on noncore funds to fund our investments and loans maturing after September 30, 2011. Our noncore funds at September 30, 2011, were comprised of time deposits in denominations of $100 or more, repurchase agreements and other borrowings.  These funds are not considered to be a strong source of liquidity since they are very interest rate sensitive and are considered to be highly volatile. At September 30, 2011, our net noncore funding dependence ratio, the difference between noncore funds and short-term investments to long-term assets, was 10.66%, while our net short-term noncore funding dependence ratio, noncore funds maturing within one-year, less short-term investments to long-term assets equaled 4.36%. These ratios indicated that we had some reliance on noncore funds at September 30, 2011. Comparatively, our ratios strengthened from year-end 2010 when they were 14.92% and 7.54%, respectively, indicating our reliance on noncore funds has decreased. The decrease in noncore funding reliance resulted primarily from an increase in fed funds sold and short-term investment securities. According to the most recent Bank Holding Company Performance Report for our Federal Reserve District, these ratios for our peer group were 19.56% and 6.98%.

The Consolidated Statements of Cash Flows present the changes in cash and cash equivalents from operating, investing and financing activities. Cash and cash equivalents, consisting of cash on hand, cash items in the process of collection, deposit balances with other banks and federal funds sold, increased $10,127 during the nine months ended September 30, 2011. Cash and cash equivalents increased $12,292 for the same period last year. For the nine months ended September 30, 2011, net cash inflows of $39,589 from financing activities and $5,426 from operating activities were partially offset by a $34,888 net cash outflow from investing activities. For the same period of 2010, net cash inflows of $37,733 from financing activities and $6,807 from operating activities were partially offset by a $32,248 net cash outflow from investing activities.

Financing activities provided net cash of $39,589 for the nine months ended September 30, 2011, and $37,733 for the same nine months of 2010. Deposit gathering is our predominant financing activity. During the first nine months of 2011 deposit gathering increased, which resulted in a $47,426 increase in net cash. Similarly, deposit gathering provided net cash of $26,088 for the same period of 2010.  The Company continued to attract significant deposits from new and existing customers in relation to natural gas leases within existing markets in Susquehanna and Wyoming Counties of Pennsylvania.

Operating activities provided net cash of $5,426 for the nine months ended September 30, 2011, and $6,807 for the same nine months of 2010. Net income, adjusted for the effects of gains and losses along with noncash transactions such as depreciation and the provision for loan losses, is the primary source of funds from operations.

Investing activities primarily include transactions related to our lending activities and investment portfolio. Investing activities used net cash of $34,888 for the nine months ended September 30, 2011, compared to $32,248 for the same period of 2010.  In both 2011 and 2010, a net increase in lending activities was the primary factor causing the net cash outflow from investing activities, as the proceeds received from and purchases of investment securities were relatively equal for the periods.

 
35

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

We believe that our future liquidity needs will be satisfied through maintaining an adequate level of cash and cash equivalents, by providing readily available access to traditional funding sources, and through proceeds received from the investment and loan portfolios.  The current sources of funds will enable us to meet all cash obligations as they come due.

Capital:

Stockholders’ equity totaled $59,023 or $18.86 per share at September 30, 2011, compared to $50,516 or $16.07 per share at December 31, 2010. Net income of $6,017 for the nine months ended September 30, 2011 was the primary factor leading to the improved capital position. Stockholders’ equity was also affected by cash dividends declared of $1,892, common stock repurchases of $555, common stock issuances of $158 and other comprehensive income resulting from market value fluctuations in the investment portfolio of $4,779.

Year-to-date dividends declared equaled $0.60 per share in 2011, an increase of 1.7% compared to $0.59 in 2010. The dividend payout ratio was 31.4% for the nine months ended September 30, 2011, compared to 41.7% for the same period in 2010. It is the intention of the Board of Directors to continue to pay cash dividends in the future. However, these decisions are affected by operating results, financial and economic decisions, capital and growth objectives, appropriate dividend restrictions and other relevant factors. Stockholders may automatically reinvest their dividends in shares of our common stock through our dividend reinvestment plan.

We attempt to assure capital adequacy by monitoring our current and projected capital positions to support future growth, while providing stockholders with an attractive long-term appreciation of their investments. According to bank regulation, at a minimum, banks must maintain a Tier I capital to risk-adjusted assets ratio of 4.0 percent and a total capital to risk-adjusted assets ratio of 8.0 percent. Additionally, banks must maintain a Leverage ratio, defined as Tier I capital to total average assets less intangibles, of 3.0 percent. The minimum Leverage ratio of 3.0 percent only applies to institutions with a composite rating of 1 under the Uniform Interagency Bank Rating System that are not anticipating or experiencing significant growth and have well-diversified risk. An additional 100 to 200 basis points are required for all but these most highly-rated institutions. Our minimum Leverage ratio was 4.0 percent at September 30, 2011 and 2010. If an institution is deemed to be undercapitalized under these standards, banking law prescribes an increasing amount of regulatory intervention, including the required institution of a capital restoration plan and restrictions on the growth of assets, branches or lines of business. Further restrictions are applied to significantly or critically undercapitalized institutions, including restrictions on interest payable on accounts, dismissal of management and appointment of a receiver. For well capitalized institutions, banking law provides authority for regulatory intervention where the institution is deemed to be engaging in unsafe and unsound practices or receives a less than satisfactory examination report rating.

 
36

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

The adequacy of capital is reviewed on an ongoing basis with reference to the size, composition and quality of resources and regulatory guidelines.  We seek 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.  As of September 30, 2011, the Bank’s Tier I capital to total average assets was 8.56% as compared to 8.53% at December 31, 2010.  The Bank’s Tier 1 capital to risk weighted asset ratio was 11.04% and the total capital to risk weighted asset ratio was 12.16% at September 30, 2011.  The Bank was deemed to be well-capitalized under regulatory standards at September 30, 2011.

We repurchase stock in the open market to provide stock for our stock option and dividend reinvestment plans.  On April 29, 2011, our Board of Directors announced they would reinstate a previously authorized repurchase plan and we were directed to complete the plan through the purchase of the remaining 65,751 shares of the common stock authorized under the plan.  For the nine months ended September 30, 2011, we have purchased 20,100 shares of stock at a total cost of $555.

Review of Financial Performance:

Net income for the third quarter of 2011 equaled $1,859 or $0.60 per share, an increase of $459 or 32.8% compared to $1,400 or $0.45 per share for the third quarter of 2010. The improvement in earnings in 2011 was a result of the recognition of higher net interest income partially by increases in noninterest expenses and income taxes. Return on average assets (“ROA”) measures our net income in relation to total assets.  Our ROA was 1.24% for the third quarter of 2011 compared to 0.99% for the same period of 2010.  Return on average equity (“ROE”) indicates how effectively we can generate net income on the capital invested by stockholders.  Our ROE was 13.62% for the third quarter of 2011 compared to 11.72% for the third quarter of 2010.  Net income through the third quarter of 2011 equaled $6,017 or $1.92 per share, an increase of $1,575 or 35.5% compared to $4,442 or $1.42 per share for the same period of 2010.  For the year, our ROA and ROE were 1.39% and 15.63% through the third quarter of 2011compared to 1.09% and 13.14% for the same period of 2010.

Net Interest Income:

Net interest income is still the fundamental source of earnings for commercial banks. Moreover, fluctuations in the level of net interest income can have the greatest impact on net profits. Net interest income is defined as the difference between interest revenue, interest and fees earned on interest-earning assets, and interest expense, the cost of interest-bearing liabilities supporting those assets. The primary sources of earning assets are loans and investment securities, while interest-bearing deposits, short-term and long-term borrowings comprise interest-bearing liabilities. Net interest income is impacted by:

Variations in the volume, rate and composition of earning assets and interest-bearing liabilities;
Changes in general market rates; and
The level of nonperforming assets.


 
37

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

Changes in net interest income are measured by the net interest spread and net interest margin. Net interest spread, the difference between the average yield earned on earning assets and the average rate incurred on interest-bearing liabilities, illustrates the effects changing interest rates have on profitability. Net interest margin, net interest income as a percentage of earning assets, is a more comprehensive ratio, as it reflects not only the spread, but also the change in the composition of interest-earning assets and interest-bearing liabilities. Tax-exempt loans and investments carry pre-tax yields lower than their taxable counterparts. Therefore, in order to make the analysis of net interest income more comparable, tax-exempt income and yields are reported herein on a tax-equivalent basis using the prevailing federal statutory tax rate of 34.0%.

For the three months ended September 30, 2011, tax-equivalent net interest income increased $702 or 13.7% to $5,821 in 2011 from $5,119 in 2010.  The net interest spread increased to 3.81% for the three months ended September 30, 2011 from 3.57% for the three months ended September 30, 2010.  The net interest margin increased to 4.07% for the third quarter of 2011 from 3.84% for the comparable period of 2010. The yield curve continued to be steep throughout most of 2011 since the Federal Reserve began the process of injecting liquidity into the financial markets through the implementation of lower overnight and discount rates as well as the treasury purchases aimed at keeping borrowing rates low. Since deposit rates are affected by the short end of the yield curve and loan and securities rates tend to follow the long end of the yield curve, the continuation of the current interest rate environment may assist the Company in maintaining a stable net interest margin in the future.

For the three months ended September 30, 2011, tax equivalent interest revenue increased $519, or 7.7%, to $7,273 as compared to $6,754 for the three months ended September 30, 2010.  The increase was primarily due to the growth in average earning assets which increased $38,109 to $567,594 for the third quarter of 2011 from $529,485 for the same period in 2010. The overall yield on earning assets, on a fully tax equivalent basis, was relatively unchanged for the three months ended September 30, 2011 at 5.08% as compared to 5.06% for the three months ended September 30, 2010. This was a result of the continuation of the low interest rate environment along with increased market competition. The yield earned on loans only increased 3 basis points for the third quarter of 2011 to 5.61% from 5.58% for the third quarter of 2010.  Average loans increased to $425,189 for the quarter ended September 30, 2011 compared to $370,462 for the same period in 2010.  The resulting interest earned on loans was $6,007 for the three month period ended September 30, 2011 compared to $5,210 for the same period in 2010, an increase of $797 or 15.3%. This indicates that the increase in interest revenue was volume driven when comparing the two periods.

Total interest expense decreased $183 or 11.2%, to $1,452 for the three months ended September 30, 2011 from $1,635 for the three months ended September 30, 2010.  This decrease was attributable to the decrease in the cost of funds since the average volume of interest bearing liabilities increased comparing the three months ended September 30, 2011 and 2010. The cost of funds decreased to 1.27% for the three months ended September 30, 2011 as compared to 1.49% for the same period in 2010.  Conversely, the average volume of interest bearing liabilities increased to $454,336 for the three months ended September 30, 2011 as compared to $434,434 for the three months ended September 30, 2010.  This increase was primarily due to the increase in average time deposits.  Average time deposits increased to $107,824 for the three months ended September 30, 2011 as compared to $91,303 for the same period in 2010. Special promotional rates were offered on longer term certificates of deposit to position us for the eventual increase in market interest rates.


 
38

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

For the nine months ended September 30, 2011, tax-equivalent net interest income increased $2,047 or 13.5% to $17,253 in 2011 from $15,206 in 2010.  The net interest spread increased to 3.96% for the nine months ended September 30, 2011 from 3.69% for the nine months ended September 30, 2010.  The net interest margin increased to 4.20% for the nine month period ended September 30, 2011 from 3.97% for the same period in 2010.

For the nine months ended September 30, 2011, tax equivalent interest revenue increased $1,292 or 6.4%, to $21,563 as compared to $20,271 for the nine months ended September 30, 2010.  Similar to the quarterly results, the cause of the year-to-date interest revenue improvement can be explained by the favorable volume variance.  Average earning assets increased to $548,581 for the nine months ended September 30, 2011 compared to $512,282 for the nine months ended September 30, 2010. This increase of $36,299 or 7.1% is responsible for the overall increase to interest revenue as the yield on earning assets, on a fully tax equivalent basis, decreased for the nine months ended September 30, 2011 to 5.25% from 5.29% for the nine months ended September 30, 2010. The yield earned on loans declined for the nine months ended September 30, 2011 to 5.67% from 5.83% for the same period of 2010.  Average loans increased to $415,407 for the nine months ended September 30, 2011 compared to $360,136 for the comparable period of 2010.  Tax equivalent interest earned on loans was $17,621 for the nine-month period ended September 30, 2011 compared to $15,703 for the same period in 2010, an increase of $2,342 or 15.3%.

Total interest expense decreased by $755 or 14.9%, to $4,310 for the nine months ended September 30, 2011 from $5,065 for the nine months ended September 30, 2010.  This decrease was the result of a favorable rate variance as the cost of funds decreased to 1.29% for the nine months ended September 30, 2011 as compared to 1.60% for the same period in 2010. Counteracting the positive influence from the favorable rate variance was an unfavorable volume variance as the average volume of interest bearing liabilities rose comparing the nine months ended September 30, 2011 and 2010. Average interest bearing liabilities increased to $445,310 for the nine months ended September 30, 2011 as compared to $423,219 for the nine months ended September 30, 2010.  This increase was driven by the increase in average savings and time deposits.  Average savings deposits increased $8,260 while average time deposit balances increased $11,873 comparing the nine months ended September 30, 2011 to the same period in 2010.


 
39

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

The average balances of assets and liabilities, corresponding interest income and expense and resulting average yields or rates paid are summarized as follows. Averages for earning assets include nonaccrual loans. Investment averages include available-for-sale securities at amortized cost. Income on investment securities and loans is adjusted to a tax equivalent basis using the prevailing federal statutory tax rate of 34.0%.

   
Nine months ended
 
   
September 2011
   
September 2010
 
   
Average
         
Yield/
   
Average
         
Yield/
 
ASSETS
 
Balance
   
Interest
   
Rate
   
Balance
   
Interest
   
Rate
 
Loans
                                   
Real estate
  $ 118,952     $ 5,266       5.92 %   $ 118,038     $ 5,217       5.91 %
Installment
    20,424       749       4.90 %     22,183       667       4.02 %
Commercial
    238,926       10,001       5.60 %     192,928       8,540       5.92 %
Tax exempt
    36,456       1,567       5.75 %     26,426       1,247       6.31 %
Other loans
    649       38       7.83 %     561       32       7.63 %
Total loans
    415,407       17,621       5.67 %     360,136       15,703       5.83 %
Investment securities
                                               
Taxable
    73,240       1,964       3.59 %     82,569       2,262       3.66 %
Tax exempt
    42,982       1,944       6.05 %     49,441       2,283       6.17 %
Total securities
    116,222       3,908       4.50 %     132,010       4,545       4.60 %
Interest bearing balances with banks
    1,157       8       0.92 %     768       3       0.52 %
Federal funds sold
    15,795       26       0.22 %     19,368       20       0.14 %
Total earning assets
    548,581       21,563       5.25 %     512,282       20,271       5.29 %
Less: allowance for loan losses
    4,615                       3,846                  
Cash and due from banks
    8,175                       7,468                  
Premises and equipment, net
    7,737                       7,061                  
Other assets
    19,910                       21,397                  
Total assets
  $ 579,788                     $ 544,362                  
                                                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                               
Deposits
                                               
Interest bearing demand
  $ 47,454       205       0.58 %   $ 43,543       247       0.76 %
Savings
    193,174       1,228       0.85 %     184,914       1,580       1.14 %
Money market  savings
    40,163       191       0.64 %     37,072       221       0.80 %
Time
    102,528       1,720       2.24 %     90,655       1,590       2.34 %
Total interest bearing deposits
    383,319       3,344       1.17 %     356,184       3,638       1.37 %
Borrowings
    61,991       966       2.08 %     67,035       1,427       2.85 %
Total interest bearing liabilities
    445,310       4,310       1.29 %     423,219       5,065       1.60 %
Net interest income/spread
          $ 17,253       3.96 %           $ 15,206       3.69 %
Non-interest bearing demand deposits
    79,085                       71,981                  
Accrued expenses and other liabilities
    3,937                       3,954                  
Stockholders’ equity
    51,456                       45,208                  
Total liabilities and stockholders’ equity
  $ 579,788                     $ 544,362                  
Net interest margin
                    4.20 %                     3.97 %
                                                 
Tax Equivalent Adjustments:
                                               
Loans
          $ 533                     $ 424          
Investments
            661                       776          
Total
          $ 1,194                     $ 1,200          

 
40

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

Provision for Loan Losses:

We evaluate the adequacy of the allowance for loan losses account on a quarterly basis utilizing our systematic analysis in accordance with procedural discipline. We take into consideration certain factors such as composition of the loan portfolio, volumes of nonperforming loans, volumes of net charge-offs, prevailing economic conditions and other relevant factors when determining the adequacy of the allowance for loan losses account. We make monthly provisions to the allowance for loan losses account in order to maintain the allowance at the appropriate level indicated by our evaluations. Based on our most current evaluation, we believe that the allowance is adequate to absorb any known and inherent losses in the portfolio.

For the three months and nine months ended September 30, 2011, the provision for loan losses totaled $269 and $1,494. The provision for loan losses was $445 and $2,022 for those same periods in 2010.

Noninterest Income:

Noninterest income for the third quarter rose $107 or 11.7% to $1,022 in 2011 from $915 in 2010. For the nine months ended September 30, 2011, noninterest income totaled $4,474, an increase of $1,136 or 34.0% from $3,338 for the comparable period of 2010.  Mortgage banking income declined $130 to $178 for the nine months ended September 30, 2011 from $308 for the same period last year as a result of a reduction in the amount of loans sold in the third quarter of 2011. Revenue received from our Wealth Management Division increased $277 year-to-date as a result of acquiring an existing investment advisory business in the fourth quarter of 2010. In addition, year-to-date noninterest income includes a $1,673 gain realized on the sale of a commercial property held as other real estate.

Noninterest Expenses:

In general, noninterest expense is categorized into three main groups: employee-related expenses, occupancy and equipment expenses and other expenses. Employee-related expenses are costs associated with providing salaries, including payroll taxes and benefits, to our employees. Occupancy and equipment expenses, the costs related to the maintenance of facilities and equipment, include depreciation, general maintenance and repairs, real estate taxes, rental expense offset by any rental income, and utility costs. Other expenses include general operating expenses such as advertising, contractual services, insurance, including FDIC assessment, other taxes and supplies. Several of these costs and expenses are variable while the remainder are fixed. We utilize budgets and other related strategies in an effort to control the variable expenses.

For the third quarter, noninterest expense increased $254 or 7.3% to $3,757 in 2011 from $3,503 in 2010. Personnel costs rose 10.6%, while occupancy and equipment costs increased 15.1%.  Other expenses were unchanged comparing the third quarters of 2011 and 2010.  For the nine months ended September 30, 2011, noninterest expense increased $1,172 or 11.7% to $11,222 in 2011 from $10,050 in 2010.

Salaries and employee benefits expense, which comprise the majority of noninterest expense, totaled $1,648 for the third quarter of 2011. The $158 or 10.6% increase was a result of additional staffing and normal merit increases.  For the nine months ended September 30, 2011, salaries and benefit related expenses totaled $4,722 or 42.1% of total noninterest expense, an increase of $526 from $4,196 or 41.8% of total noninterest expense for the same nine months of 2010.

 
41

 
 
PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

We experienced a $97 thousand or 15.1% increase in net occupancy and equipment expense comparing the third quarters of 2011 and 2010.  This increase resulted from expenses related to flooding issues in four of our community banking offices. For the nine months ended September 30, 2011, net occupancy and equipment expense totaled $2,113, an increase of $236 or 12.6% from $1,877 for the same nine months of 2010. Increased depreciation expense and other costs related to equipment and computer systems caused the increase between comparable periods, as well as expenses related to flooding. The ongoing need for new technologies has increased the need for additional equipment and the costs associated with such equipment.

For the third quarter, other expenses were unchanged comparing 2011 and 2010. For the three quarters ended September 30, 2011, other expenses totaled $4,387, an increase of $410 or 10.3% compared to $3,977 for the same period of 2010. A prepayment penalty of $509 paid to the FHLB for the early redemption of a term borrowing is included in year-to-date 2011 other expenses.

Our deposits are insured by the FDIC and are subject to deposit assessments to maintain the Deposit Insurance Fund (“DIF”) administered by the FDIC. The annual DIF assessment rate is determined first by the capital category we are assigned to by the FDIC and then into which supervisory group we are placed. Based on our latest assignments, we would be assessed at the lowest rates of those institutions posing the least amount of risk to the DIF and would expect to pay between 5 and 9 cents per $100 dollars of assessed assets less tier 1 capital in 2011. There is a separate levy assessed on all FDIC-insured institutions to cover the cost of Finance Corporation (“FICO”) funding. The FDIC established the annual FICO assessment rates effective for the third quarter of 2011 at $0.0068 per $100 dollars of DIF-assessable assets. Our assessments totaled $31 and $33 for the nine months ended September 30, 2011 and 2010.

Income Taxes:

We recorded income tax expense of $582 or 23.8% of pre-tax income, and $272 or 16.3% of pre-tax income for the quarters ended September 30, 2011 and 2010. We recorded an income tax expense of $1,800 and $830 for the nine-months ended September 30, 2011 and 2010. The effective tax rate increased to 23.0% in 2011 from 15.7% in 2010.  Tax exempt income, as a percentage of pre-tax income, declined from 44.2% in 2010 to 29.6% in 2011.  Taxable income was reduced in 2010 by tax exempt cash surrender value received from bank owned life insurance.

 
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PEOPLES FINANCIAL SERVICES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
(Dollars in thousands, except per share data)

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The overnight borrowing rate has been subject to a range of 0% to 0.25% since the Federal Reserve adopted their accommodative monetary policy. The Federal Reserve and Treasury Department have also acted in concert to drive longer term rates to historic lows as well as operating as a backstop to the financial industry through direct infusions of capital. While some federal programs to aid the economy have expired, there are no immediate signs that the current rate environment will change in the near term as the employment and housing sectors have shown only minimal signs of improvement. As such, we are operating within a steep, albeit low yield curve environment which has allowed us to maintain a strong net interest margin. At September 30, 2011, we are subject to a greater level of interest rate sensitivity given a falling rate scenario. The results of the latest financial simulation indicate a possible decrease in net interest income of 2.8% given an instantaneous and parallel change of +200 basis points.  A decrease of 6.1% is shown in the model at a -200 basis point rate shock scenario.  Our net interest income risk position is within the guidelines established by the asset/liability policy for interest rate sensitivity testing.  We continuously monitor this rate sensitivity and act accordingly to minimize the risk to our overall asset liability position.  To mitigate our exposure from rising rates, we have implemented a plan to shorten the duration of earning assets and lengthen the duration of interest-bearing liabilities in order to improve net interest income in the future.

Equity value at risk is monitored regularly and was within established policy limits at September 30, 2011.  For further discussion related to quantitative and qualitative disclosures about market risk, refer to Item 7A of our Annual Report on Form 10-K for the period ended December 31, 2010.

Item 4.  Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

As of September 30, 2011, the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures, as of September 30, 2011, were effective to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosure.

(b)  Changes in internal controls.

There was no change in our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the fiscal quarter ended September 30, 2011, that materially affected, or is reasonably likely to materially effect, our internal control over financial reporting.


 
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PEOPLES FINANCIAL SERVICES CORP.
PART II                      OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 1A.  Risk Factors

No changes from those previously disclosed.

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

On July 2, 2001, the Board of Directors authorized the repurchase of 158,931 shares of the Company’s common stock.  The following purchases were made by or on behalf of the Company or any “affiliated purchaser,” as defined in the Exchange Act Rule 10b-18(a) (3), of the Company’s common stock during each of the three months ended September 30, 2011.  As of September 30, 2011, there were 45,651 shares available for repurchase under the 2001 Stock Repurchase Program with no expiration date.

MONTH
 
Total number of shares purchased
   
Average price paid per share
   
Total number of shares purchased as part of publicly announced plans or programs
   
Maximum number of shares that may yet be purchased under the plans or programs
 
July 1, 2011 – July 31, 2011
    9,200       27.75       9,200       51,051  
August 1, 2011 – August 31, 2011
    3,400       27.75       3,400       47,651  
September 1, 2011 – September 30, 2011
    2,000       27.75       2,000       45,651  
    TOTAL
    14,600       27.75       14,600          
                                 

Item 3.  Defaults upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

Item 5.  Other Information

None.

 
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PEOPLES FINANCIAL SERVICES CORP.
Item 6.  Exhibits

31 (i)
 
Chief Executive Officer and Chief Financial Officer certifications pursuant to Rule 13a-14(a)/15d-14(a).
32
 
Chief Executive Officer and Chief Financial Officer certifications pursuant to Section 1350.
101+
 
Interactive Data File
     
+
 
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

 
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PEOPLES FINANCIAL SERVICES CORP.


 
PEOPLES FINANCIAL SERVICES CORP.
 
FORM 10-Q
 
SIGNATURE PAGE
 
Pursuant to the requirements of Section 13 or 15(d) 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.

 
         
 
Registrant, Peoples Financial Services Corp.
 
 
Date: November 9, 2011 
/s/ Alan W. Dakey  
 
 
Alan W. Dakey 
 
 
President and Chief Executive Officer
(Principal Executive Officer) 
 
 
 
Registrant, Peoples Financial Services Corp.
 
 
Date: November 9, 2011 
/s/ Scott A. Seasock  
 
 
Scott A. Seasock 
 
 
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer) 
 
 
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PEOPLES FINANCIAL SERVICES CORP.

EXHIBIT INDEX

Item Number
Description
     
31
(i)
CEO and CFO Certifications Pursuant to Rule 13a-14 (a) /15d-14 (a).
     
32
 
CEO and CFO Certifications Pursuant to Section 1350.
     
101
 
The following materials from Peoples Financial Services Corp. Quarterly Report on Form 10-Q for the period ended September 30, 2011, formatted in XBRL:  (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
     
     





 
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