thirdqtr.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015
Or

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

For the transition period from_____________________ to ___________________

Commission file number 0-13222

CITIZENS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

            PENNSYLVANIA                                                                                         23-2265045
   (State or other jurisdiction of incorporation or organization)                                           (I.R.S. Employer Identification No.)


15 South Main Street
Mansfield, Pennsylvania           16933
(Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code: (570) 662-2121

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No_____

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes __X__ No_____

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

Large accelerated filer ____                                                                                                   Accelerated filer _X__

Non-accelerated filer ____                                                                                                   Smaller reporting company ____
(Do not check if a smaller reporting company)

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

The number of outstanding shares of the Registrant’s Common Stock, as of October 26, 2015, was 3,001,071.

 
 

 
 
Citizens Financial Services, Inc.
Form 10-Q

INDEX
 
 
   
PAGE
Part I
FINANCIAL INFORMATION
 
Item 1.
Financial Statements (unaudited):
 
 
Consolidated Balance Sheet as of September 30,2015 and December 31, 2014
1
 
Consolidated Statement of Income for the Three and Nine months Ended September 30,2015 and 2014
2
 
Consolidated Statement of Comprehensive Income for the Three and Nine months ended September 30, 2015 and 2014
3
 
Consolidated Statement of Cash Flows for the Nine Months ended September 30, 2015 and 2014
4
 
Notes to Consolidated Financial Statements
5-28
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
29-50
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
50-51
Item 4.
Controls and Procedures
51
     
Part II
OTHER INFORMATION
 
Item 1.
Legal Proceedings
51
Item 1A.
Risk Factors
51
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
51-52
Item 3.
Defaults Upon Senior Securities
52
Item 4.
Mine Safety Disclosures
52
Item 5.
Other Information
52
Item 6.
Exhibits
52
 
Signatures
53

 
 

 

CITIZENS FINANCIAL SERVICES, INC.
   
CONSOLIDATED BALANCE SHEET
   
(UNAUDITED)
   
     
 
September 30,
December 31,
(in thousands except share data)
2015
2014
ASSETS:
   
Cash and due from banks:
   
  Noninterest-bearing
 $               9,437
 $          10,091
  Interest-bearing
                     877
               1,332
Total cash and cash equivalents
                10,314
             11,423
Interest bearing time deposits with other banks
                  6,460
               5,960
Available-for-sale securities
              300,630
           306,146
Loans held for sale
                  1,248
                  497
 
   
Loans (net of allowance for loan losses:
   
  2015, $7,045 and 2014, $6,815)
              575,964
           547,290
 
   
Premises and equipment
                12,544
             12,357
Accrued interest receivable
                  3,566
               3,644
Goodwill
                10,256
             10,256
Bank owned life insurance
                20,773
             20,309
Other assets
                12,222
               7,166
 
 
 
TOTAL ASSETS
 $           953,977
 $        925,048
 
 
 
LIABILITIES:
   
Deposits:
   
  Noninterest-bearing
 $           106,957
 $          95,526
  Interest-bearing
              690,891
           678,407
Total deposits
              797,848
           773,933
Borrowed funds
                44,657
             41,799
Accrued interest payable
                     693
                  756
Other liabilities
                  6,875
               8,032
TOTAL LIABILITIES
              850,073
           824,520
STOCKHOLDERS' EQUITY:
   
Preferred Stock
   
  $1.00 par value; authorized 3,000,000 shares September 30, 2015 and December 31, 2014;
   
   none issued in 2015 or 2014
                          -
                      -
Common stock
   
  $1.00 par value; authorized 15,000,000 shares;  issued 3,335,236 at September 30, 2015 and
   
  December 31, 2014
                  3,335
               3,335
Additional paid-in capital
                25,131
             25,150
Retained earnings
                84,698
             79,512
Accumulated other comprehensive income
                     842
                  767
Treasury stock, at cost: 334,165 shares at September 30, 2015
   
  and 296,280 shares at December 31, 2014
               (10,102)
             (8,236)
TOTAL STOCKHOLDERS' EQUITY
              103,904
           100,528
TOTAL LIABILITIES AND
   
   STOCKHOLDERS' EQUITY
 $           953,977
 $        925,048
     
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
 
1

 
 
CITIZENS FINANCIAL SERVICES, INC.
       
CONSOLIDATED STATEMENT OF INCOME
       
(UNAUDITED)
       
 
Three Months Ended
Nine Months Ended
 
September30,
September30,
(in thousands, except share and per share data)
2015
2014
2015
2014
INTEREST INCOME:
       
Interest and fees on loans
 $        7,248
 $      7,094
 $       21,416
 $     21,200
Interest-bearing deposits with banks
                 33
               25
                103
               51
Investment securities:
       
    Taxable
               798
             805
             2,317
          2,542
    Nontaxable
               749
             844
             2,398
          2,526
    Dividends
                 35
               40
                168
             159
TOTAL INTEREST INCOME
           8,863
         8,808
          26,402
        26,478
INTEREST EXPENSE:
       
Deposits
           1,044
         1,092
             3,088
          3,291
Borrowed funds
               174
             142
                521
             451
TOTAL INTEREST EXPENSE
           1,218
         1,234
             3,609
          3,742
NET INTEREST INCOME
           7,645
         7,574
          22,793
        22,736
Provision for loan losses
               120
             150
                360
             480
NET INTEREST INCOME AFTER
       
    PROVISION FOR LOAN LOSSES
           7,525
         7,424
          22,433
        22,256
NON-INTEREST INCOME:
       
Service charges
           1,054
         1,098
             3,058
          3,239
Trust
               149
             151
                523
             528
Brokerage and insurance
               181
             141
                563
             398
Gains on loans sold
                 85
               40
                183
             110
Investment securities gains, net
               129
             242
                430
             488
Earnings on bank owned life insurance
               158
             124
                464
             366
Other
               109
             128
                327
             337
TOTAL NON-INTEREST INCOME
           1,865
         1,924
             5,548
          5,466
NON-INTEREST EXPENSES:
       
Salaries and employee benefits
           3,069
         2,790
             9,118
          8,600
Occupancy
               347
             313
             1,064
             967
Furniture and equipment
               108
               86
                323
             280
Professional fees
               202
207
                614
649
FDIC insurance
               116
             116
                348
             345
Pennsylvania shares tax
               201
             101
                602
             485
Merger and acquisition
282
187
                405
237
ORE expenses
               328
             106
                686
             243
Other
           1,199
         1,161
             3,455
          3,352
TOTAL NON-INTEREST EXPENSES
           5,852
         5,067
          16,615
        15,158
Income before provision for income taxes
           3,538
         4,281
          11,366
        12,564
Provision for income taxes
               681
             913
             2,200
          2,655
NET INCOME
 $        2,857
 $      3,368
 $         9,166
 $       9,909
PER COMMON SHARE DATA:
       
Net Income - Basic
 $          0.95
 $        1.11
 $            3.04
 $         3.26
Net Income - Diluted
 $          0.95
 $        1.11
 $            3.03
 $         3.26
Cash Dividends Paid
 $        0.510
 $      1.000
 $         1.320
 $       1.772
         
Number of shares used in computation - basic
   3,011,687
  3,035,214
     3,019,202
  3,038,973
Number of shares used in computation - diluted
   3,013,151
  3,036,700
     3,020,670
  3,040,400
The accompanying notes are an integral part of these unaudited consolidated financial statements.
   
 
 
2

 

 
CITIZENS FINANCIAL SERVICES, INC.
               
CONSOLIDATED STATEMENT OF
               
       COMPREHENSIVE INCOME
               
(UNAUDITED)
               
 
            Three Months Ended
Nine Months Ended
 
September30,
September30,
(in thousands)
 
2015
 
2014
 
2015
 
2014
Net income
 
 $     2,857
 
 $   3,368
 
 $  9,166
 
 $  9,909
Other comprehensive income (loss):
               
      Change in unrealized gains on available
               
                 for sale securities
1,094
 
855
 
   390
 
4,598
 
      Income tax effect
 (372)
 
 (291)
 
(132)
 
(1,563)
 
      Change in unrecognized pension cost
51
 
13
 
   153
 
38
 
      Income tax effect
 (17)
 
 (4)
 
 (52)
 
 (13)
 
      Less:  Reclassification adjustment for investment
               
                 security gains included in net income
 (129)
 
 (242)
 
(430)
 
 (488)
 
      Income tax effect
44
 
82
 
   146
 
166
 
Other comprehensive income, net of tax
 
671
 
413
 
    75
 
2,738
Comprehensive income
 
 $     3,528
 
 $   3,781
 
 $  9,241
 
 $ 12,647
                 
The accompanying notes are an integral part of these unaudited consolidated financial statements. 
   

 
3

 

 
CITIZENS FINANCIAL SERVICES, INC.
   
CONSOLIDATED STATEMENT OF CASH FLOWS
   
(UNAUDITED)
Nine Months Ended
 
September 30,
(in thousands)
2015
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
   
  Net income
 $          9,166
 $          9,909
  Adjustments to reconcile net income to net
   
   cash provided by operating activities:
   
    Provision for loan losses
                360
                480
    Depreciation and amortization
                370
                358
    Amortization and accretion of investment securities
             1,521
             1,632
    Deferred income taxes
                (39)
                562
    Investment securities gains, net
              (430)
              (488)
    Earnings on bank owned life insurance
              (464)
              (366)
    Originations of loans held for sale
         (13,510)
           (8,055)
    Proceeds from sales of loans held for sale
           12,942
             7,690
    Realized gains on loans sold
              (183)
              (110)
    Decrease in accrued interest receivable
                  78
                  39
    Decrease in accrued interest payable
                (63)
              (142)
    Other, net
              (842)
              (222)
      Net cash provided by operating activities
             8,906
           11,287
CASH FLOWS FROM INVESTING ACTIVITIES:
   
  Available-for-sale securities:
   
    Proceeds from sales
           18,393
           17,338
    Proceeds from maturity and principal repayments
           39,472
           39,416
    Purchase of securities
         (58,667)
         (44,769)
  Purchase of interest bearing time deposits with other banks
              (500)
           (3,232)
  Proceeds from redemption of regulatory stock
             2,150
             2,891
  Purchase of regulatory stock
           (2,097)
           (1,895)
  Net increase in loans
         (29,148)
           (4,680)
  Purchase of premises and equipment
              (633)
              (555)
  Proceeds from sale of foreclosed assets held for sale
                340
                647
      Net cash (used) provide by investing activities
         (30,690)
             5,161
CASH FLOWS FROM FINANCING ACTIVITIES:
   
  Net increase in deposits
           23,915
           19,726
  Proceeds from long-term borrowings
             5,288
             6,815
  Repayments of long-term borrowings
              (700)
           (4,200)
  Net increase in short-term borrowed funds
           (1,730)
         (31,818)
  Purchase of treasury and restricted stock
           (2,315)
              (733)
  Dividends paid
           (3,783)
           (4,998)
      Net cash (used) provided by financing activities
           20,675
         (15,208)
          Net (decrease) increase in cash and cash equivalents
           (1,109)
             1,240
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
           11,423
           10,083
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 $        10,314
 $        11,323
     
Supplemental Disclosures of Cash Flow Information:
   
    Interest paid
 $          3,672
 $          3,884
    Income taxes paid
 $          2,425
 $          2,085
    Loans transferred to foreclosed property
 $             241
 $             867
    Premises and equipment transferred from other assets
 $                  -
 $             549
    Investments sold and not settled
 $          5,187
 $                 -
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
 
 
 
4

 
 CITIZENS FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Basis of Presentation
 
Citizens Financial Services, Inc. (individually and collectively with its direct and indirect subsidiaries, the “Company”) is a Pennsylvania corporation organized as the holding company of its wholly owned subsidiary, First Citizens Community Bank (the “Bank”), and the Bank’s wholly owned subsidiary, First Citizens Insurance Agency, Inc. (“First Citizens Insurance”).
 
The accompanying consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with U.S. generally accepted accounting principles.  Because this report is based on an interim period, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted.  Certain of the prior year amounts have been reclassified to conform with the current year presentation.  Such reclassifications had no effect on net income or stockholders’ equity.  All material inter-company balances and transactions have been eliminated in consolidation.
 
In the opinion of management of the Company, the accompanying interim financial statements at September 30, 2015 and for the periods ended September 30, 2015 and 2014 include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition and the results of operations for the period.  In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. The financial performance reported for the Company for the nine month period ended September 30, 2015 is not necessarily indicative of the results to be expected for the full year.  This information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Note 2 - Earnings per Share
 
The following table sets forth the computation of earnings per share.  Earnings per share calculations give retroactive effect to stock dividends declared by the Company.

 
Three months ended
Nine months ended
 
September30,
September30,
 
2015
2014
2015
2014
Net income applicable to common stock
$2,857,000
$3,368,000
$9,166,000
$9,909,000
         
Basic earnings per share computation
       
Weighted average common shares outstanding
   3,011,687
   3,035,214
     3,019,202
   3,038,973
Earnings per share - basic
$0.95
$1.11
$3.04
$3.26
         
Diluted earnings per share computation
       
Weighted average common shares outstanding for basic earnings per share
   3,011,687
   3,035,214
     3,019,202
   3,038,973
Add: Dilutive effects of restricted stock
          1,464
          1,486
            1,468
          1,427
Weighted average common shares outstanding for dilutive earnings per share
   3,013,151
   3,036,700
     3,020,670
   3,040,400
Earnings per share - diluted
$0.95
$1.11
$3.03
$3.26
 
For the three months ended September 30, 2015 and 2014, there were 2,696 and 1,938 shares, respectively, related to the restricted stock plan that were excluded from the diluted earnings per share calculations since they were anti-dilutive. These anti-dilutive shares had prices ranging from $44.50-$53.15 for the three month period ended September 30, 2015 and prices ranging from $34.70-$50.50 for the three month period ended September 30, 2014. For the nine months ended September 30, 2015 and 2014, 2,696 and 2,913 shares, respectively, related to the restricted stock plan were excluded from the diluted earnings per share calculations since they were anti-dilutive. These anti-dilutive shares had prices ranging from $44.50-$53.15 for the nine month period ended September 30, 2015 and prices ranging from $34.70-$50.50 for the nine month period ended September 30, 2014.
 
5

 
Note 3 - Income Tax Expense
 
Income tax expense is less than the amount calculated using the statutory tax rate, primarily as a result of tax-exempt income earned from state and municipal securities and loans and investments in affordable housing tax credits.

Investments in Qualified Affordable Housing Projects
 
As of September 30, 2015 and December 31, 2014, the Company was invested in four partnerships that provide affordable housing. The balance of the investments, which is included within other assets in the Consolidated Balance Sheet, was $1,024,000 and $1,218,000 as of September 30, 2015 and December 31, 2014, respectively. Investments purchased prior to January 1, 2015, are accounted for utilizing the effective yield method. As of September 30, 2015, the Company has $1,094,000 of tax credits remaining that will be recognized over seven years. Tax credits of $50,000 and $149,000 were recognized as a reduction of tax expense during the three and nine months ended September 30, 2015, respectively.

Note 4 – Investments
 
The amortized cost, gross unrealized gains and losses, and fair value of investment securities at September 30, 2015 and December 31, 2014 were as follows (in thousands):

   
Gross
Gross
 
 
Amortized
Unrealized
Unrealized
Fair
September 30, 2015
Cost
Gains
Losses
Value
Available-for-sale securities:
       
  U.S. agency securities
 $    163,012
 $               1,113
 $              (23)
 $       164,102
  Obligations of state and political subdivisions
         95,374
                  2,946
               (155)
            98,165
  Corporate obligations
         12,643
                     103
                 (39)
            12,707
  Mortgage-backed securities in
       
    government sponsored entities
         23,635
                     305
                 (41)
            23,899
  Equity securities in financial institutions
           1,319
                     448
                 (10)
              1,757
Total available-for-sale securities
 $    295,983
 $               4,915
 $            (268)
 $       300,630
         
December 31, 2014
       
Available-for-sale securities:
       
  U.S. agency securities
 $    150,847
 $                  638
 $            (600)
 $       150,885
  U.S. treasury securities
           4,944
                          -
                 (95)
              4,849
  Obligations of state and political subdivisions
       101,281
                  3,854
                 (99)
          105,036
  Corporate obligations
         13,853
                     190
                 (85)
            13,958
  Mortgage-backed securities in
       
    government sponsored entities
         29,397
                     368
                 (37)
            29,728
  Equity securities in financial institutions
           1,137
                     553
                      -
              1,690
Total available-for-sale securities
 $    301,459
 $               5,603
 $            (916)
 $       306,146
 
The following table shows the Company’s gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time, which individual securities have been in a continuous unrealized loss position, at September 30, 2015 and December 31, 2014 (in thousands). As of September 30, 2015, the Company owned 46 securities whose fair value was less than their cost basis.

 
6

 
 

September 30, 2015
Less than Twelve Months
Twelve Months or Greater
Total
     
Gross
 
Gross
 
Gross
   
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
   
Value
Losses
Value
Losses
Value
Losses
U.S. agency securities
 $        10,067
 $          (16)
 $        10,986
 $            (7)
 $        21,053
 $             (23)
Obligations of state and political subdivisions
17,133
(104)
             4,747
             (51)
21,880
(155)
Corporate obligations
             5,399
              (23)
             2,167
             (16)
7,566
(39)
Mortgage-backed securities in
           
   government sponsored entities
4,317
(31)
                250
             (10)
4,567
(41)
Equity securities in financial institutions
590
(10)
                     -
                  -
590
(10)
    Total securities
 $        37,506
 $        (184)
 $        18,150
 $          (84)
 $        55,656
 $           (268)
               
December 31, 2014
     
U.S. agency securities
 $        27,382
 $        (110)
 $        43,642
 $        (490)
 $        71,024
 $           (600)
U.S. treasury securities
                     -
                   -
             4,849
             (95)
             4,849
                (95)
Obligations of state and political subdivisions
             3,596
              (19)
             8,584
             (80)
           12,180
                (99)
Corporate obligations
                505
                (1)
             7,707
             (84)
             8,212
                (85)
Mortgage-backed securities in
           
     government sponsored entities
             5,025
                (4)
             2,229
             (33)
             7,254
                (37)
    Total securities
 $        36,508
 $        (134)
 $        67,011
 $        (782)
 $      103,519
 $           (916)
 
As of September 30, 2015, the Company’s investment securities portfolio contained unrealized losses on agency securities issued or backed by the full faith and credit of the United States government or are generally viewed as having the implied guarantee of the U.S. government, obligations of states and political subdivisions, corporate obligations, mortgage backed securities issued by government sponsored entities, and equity securities in financial institutions. For fixed maturity investments management considers whether the present value of cash flows expected to be collected are less than the security’s amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Company’s intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value, to determine whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, if the Company does not intend to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of the security’s amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the non-credit portion) is recognized in other comprehensive income, net of applicable taxes. Otherwise, the entire difference between fair value and amortized cost is charged to earnings. For equity securities where the fair value has been significantly below cost for one year, the Company’s policy is to recognize an impairment loss unless sufficient evidence is available that the decline is not other than temporary and a recovery period can be predicted.  The Company has concluded that any impairment of its investment securities portfolio outlined in the above table is not other than temporary and is the result of interest rate changes, sector credit rating changes, or issuer-specific rating changes that are not expected to result in the non-collection of principal and interest during the period.
 
Proceeds from sales of securities available-for-sale for the nine months ended September 30, 2015 and 2014 were $18,393,000 and $17,338,000, respectively.  For the three months ended September 30, 2015 and 2014, sales of available-for-sale securities were $5,187,000 for each period. The gross gains and losses were as follows (in thousands):
 
 
Three Months Ended
Nine Months Ended
 
 September 30,
 September 30,
 
2015
2014
2015
2014
Gross gains
 $           129
 $                    242
 $              441
 $              488
Gross losses
                   -
                          -
                 (11)
                      -
Net gains
 $           129
 $                    242
 $              430
 $             488
 
Investment securities with an approximate carrying value of $182.7 million and $186.4 million at September 30, 2015 and December 31, 2014, respectively, were pledged to secure public funds and certain other deposits.

 
7

 
 
Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.   The amortized cost and fair value of debt securities at September 30, 2015, by contractual maturity, are shown below (in thousands):

 
Amortized
 
 
Cost
Fair Value
Available-for-sale debt securities:
   
  Due in one year or less
 $        6,593
 $               6,606
  Due after one year through five years
       161,984
              163,761
  Due after five years through ten years
         44,998
                46,018
  Due after ten years
         81,089
                82,488
Total
 $    294,664
 $           298,873

Note 5 – Loans
 
The Company grants loans primarily to customers throughout North Central Pennsylvania and Southern New York.  Although the Company had a diversified loan portfolio at September 30, 2015 and December 31, 2014, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within these regions. The following table summarizes the primary segments of the loan portfolio and how those segments are analyzed within the allowance for loan losses as of September 30, 2015 and December 31, 2014 (in thousands):

September 30, 2015
 
Total Loans
Individually
 evaluated for
impairment
Collectively
evaluated for
impairment
Real estate loans:
       
     Residential
 
 $                 178,280
 $                        330
 $                 177,950
     Commercial and agricultural
 
                    233,931
                        5,583
                    228,348
     Construction
 
                      10,159
                                -
                      10,159
Consumer
 
                        8,473
                                -
                        8,473
Other commercial and agricultural loans
                      64,712
                        2,237
                      62,475
State and political subdivision loans
 
                      87,454
                                -
                      87,454
Total
 
                    583,009
 $                     8,150
 $                 574,859
Allowance for loan losses
 
                        7,045
   
Net loans
 
 $                 575,964
   

December 31, 2014
       
Real estate loans:
       
     Residential
 
 $                 185,438
 $                        316
 $                 185,122
     Commercial and agricultural
 
                    215,584
                        6,112
                    209,472
     Construction
 
                        6,353
                                -
                        6,353
Consumer
 
                        8,497
                                -
                        8,497
Other commercial and agricultural loans
 
                      58,516
                        2,394
                      56,122
State and political subdivision loans
 
                      79,717
                                -
                      79,717
Total
 
                    554,105
 $                     8,822
 $                 545,283
Allowance for loan losses
 
                        6,815
   
Net loans
 
 $                 547,290
   

 
8

 
 
The segments of the Company’s loan portfolio are disaggregated into classes to a level that allows management to monitor risk and performance. Residential real estate mortgages consist primarily of 15 to 30 year first mortgages on residential real estate, while residential real estate home equity loans are consumer purpose installment loans or lines of credit with terms of 15 years or less secured by a mortgage which is often a second lien on residential real estate. Commercial real estate loans are business purpose loans secured by a mortgage on commercial real estate. Agricultural real estate loans are loans secured by a mortgage on real estate used in agriculture production. Construction real estate loans are loans secured by residential or commercial real estate used during the construction phase of residential and commercial projects. Consumer loans are typically unsecured or primarily secured by assets other than real estate and overdraft lines of credit are typically secured by customer deposit accounts. Other commercial loans are loans for commercial purposes primarily secured by non-real estate collateral. Other agricultural loans are loans for agricultural purposes primarily secured by non-real estate collateral. State and political subdivision loans are loans to state and local municipalities for capital and operating expenses or tax free loans used to finance commercial development.
 
Management considers commercial loans, other agricultural loans, state and political subdivision loans, commercial real estate loans and agricultural real estate loans which are 90 days or more past due to be impaired. Management will also consider a loan impaired based on other factors it becomes aware of, including the customer’s results of operations and cash flows or if the loan is modified in a troubled debt restructuring. In addition, certain residential mortgages, home equity and consumer loans that are cross collateralized with commercial relationships that are determined to be impaired may also be classified as impaired. Impaired loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allocation of the allowance for loan losses or a charge-off to the allowance for loan losses.
 
The following table includes the recorded investment and unpaid principal balances for impaired financing receivables by class, with the associated allowance amount, if applicable (in thousands):

   
Recorded
Recorded
   
 
Unpaid
Investment
Investment
Total
 
 
Principal
With No
With
Recorded
Related
September 30, 2015
Balance
Allowance
Allowance
Investment
Allowance
Real estate loans:
         
     Mortgages
 $       304
 $          119
 $          149
 $          268
 $          27
     Home Equity
            62
                  -
               62
               62
             12
     Commercial
       7,965
          5,314
               99
          5,413
             34
     Agricultural
170
             170
                  -
             170
                -
     Construction
               -
                  -
                  -
                  -
                -
Consumer
               -
                  -
                  -
                  -
                -
Other commercial loans
       2,238
          1,125
             999
          2,124
           123
Other agricultural loans
113
             113
                  -
             113
                -
State and political subdivision loans
               -
                  -
                  -
                  -
                -
Total
 $  10,852
 $       6,841
 $       1,309
 $       8,150
 $        196
           
December 31, 2014
         
Real estate loans:
         
     Mortgages
 $       222
 $          125
 $            66
 $          191
 $          13
     Home Equity
          130
               60
               65
             125
             12
     Commercial
       8,433
          5,708
             404
          6,112
             72
     Agricultural
               -
                  -
                  -
                  -
                -
     Construction
               -
                  -
                  -
                  -
                -
Consumer
               -
                  -
                  -
                  -
                -
Other commercial loans
       2,480
          2,346
               48
          2,394
               1
Other agricultural loans
               -
                  -
                  -
                  -
                -
State and political subdivision loans
               -
                  -
                  -
                  -
                -
Total
 $  11,265
 $       8,239
 $          583
 $       8,822
 $          98

 
9

 
 
The following tables includes the average balance of impaired financing receivables by class and the income recognized on impaired loans for the three and nine month periods ended September 30, 2015 and 2014(in thousands):

 
 For the Nine Months ended
 
September 30, 2015
September 30, 2014
     
Interest
   
Interest
 
Average
Interest
Income
Average
Interest
Income
 
Recorded
Income
Recognized
Recorded
Income
Recognized
 
Investment
Recognized
Cash Basis
Investment
Recognized
Cash Basis
Real estate loans:
           
     Mortgages
 $       239
 $              8
 $              5
 $          201
 $            7
 $               -
     Home Equity
            97
                 3
                  -
             131
               3
                  -
     Commercial
       5,728
               46
                  -
          7,616
             66
                  -
     Agricultural
               19
                 1
                  -
                  -
                -
                  -
     Construction
               -
                  -
                  -
                  -
                -
                  -
Consumer
               -
                  -
                  -
               13
                -
                  -
Other commercial loans
       2,488
               64
                 4
          1,982
             61
                  -
Other agricultural loans
               13
                 1
                  -
                  -
                -
                  -
State and political subdivision loans
               -
                  -
                  -
                  -
                -
                  -
Total
 $    8,584
 $          123
 $              9
 $       9,943
 $        137
 $               -
             
 
 For the Three Months Ended
 
September 30, 2015
September 30, 2014
     
Interest
   
Interest
 
Average
Interest
Income
Average
Interest
Income
 
Recorded
Income
Recognized
Recorded
Income
Recognized
 
Investment
Recognized
Cash Basis
Investment
Recognized
Cash Basis
Real estate loans:
           
     Mortgages
 $       269
 $              4
 $               -
 $          197
 $            3
 $               -
     Home Equity
            62
                 1
                  -
             130
               1
                  -
     Commercial
       5,462
               14
                  -
          6,770
             22
                  -
     Agricultural
            57
                 1
                  -
                  -
                -
                  -
     Construction
               -
                  -
                  -
                  -
                -
                  -
Consumer
               -
                  -
                  -
               10
                -
                  -
Other commercial loans
       2,107
               15
                 1
          1,943
             15
                  -
Other agricultural loans
               38
                 1
                  -
                  -
                -
                  -
State and political subdivision loans
               -
                  -
                  -
                  -
                -
                  -
Total
 $    7,995
 $            36
 $              1
 $       9,050
 $          41
 $               -

Credit Quality Information
 
For commercial real estate, agricultural real estate, construction, other commercial, other agricultural and state and political subdivision loans, management uses a nine grade internal risk rating system to monitor credit quality. The first five categories are considered not criticized and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The definitions of each rating are defined below:
 
·  
Pass (Grades 1-5) – These loans are to customers with credit quality ranging from an acceptable to very high quality and are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.
 
·  
Special Mention (Grade 6) – This loan grade is in accordance with regulatory guidance and includes loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.
 
 
10

 
 
·  
Substandard (Grade 7) – This loan grade is in accordance with regulatory guidance and includes loans that have a well-defined weakness based on objective evidence and be characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
 
·  
Doubtful (Grade 8) – This loan grade is in accordance with regulatory guidance and includes loans that have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.
 
·  
Loss (Grade 9) – This loan grade is in accordance with regulatory guidance and includes loans that are considered uncollectible, or of such value that continuance as an asset is not warranted.
 
To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay the loan as agreed, the Company’s loan rating process includes several layers of internal and external oversight. The Company’s loan officers are responsible for the timely and accurate risk rating of the loans in each of their portfolios at origination and on an ongoing basis under the supervision of management.  All commercial and agricultural loans are reviewed annually to ensure the appropriateness of the loan grade. In addition, the Company engages an external consultant on at least an annual basis to 1) review a minimum of 55% of the dollar volume of the commercial loan portfolio on an annual basis, 2) review new loans originated for over $1.0 million in the last year, 3) review a majority of borrowers with commitments greater than or equal to $1.0 million,  4) review selected loan relationships over $750,000 which are over 30 days past due, classified Special Mention, Substandard, Doubtful, or Loss, and 5) such other loans which management or the consultant deems appropriate.
 
The following tables represent credit exposures by internally assigned grades as of September 30, 2015 and December 31, 2014 (in thousands):

September 30, 2015
Pass
Special Mention
Substandard
Doubtful
Loss
Ending Balance
Real estate loans:
           
     Commercial
 $          181,306
 $           3,860
 $                  12,575
 $                34
 $              -
 $          197,775
     Agricultural
               32,326
              3,302
                          528
                      -
                 -
               36,156
     Construction
               10,123
                   36
                              -
                      -
                 -
               10,159
Other commercial loans
               46,435
                 480
                       5,140
                 140
                 -
               52,195
Other agricultural loans
               11,756
                 648
                          113
                      -
                 -
               12,517
State and political
           
   subdivision loans
               87,454
                      -
                              -
                      -
                 -
               87,454
Total
 $          369,400
 $           8,326
 $                  18,356
 $              174
 $              -
 $          396,256
             
December 31, 2014
           
Real estate loans:
           
     Commercial
 $          169,383
 $           8,948
 $                  12,614
 $                   -
 $              -
 $          190,945
     Agricultural
               19,575
              3,394
                       1,670
                      -
                 -
               24,639
     Construction
                 6,353
                      -
                              -
                      -
                 -
                 6,353
Other commercial loans
               40,683
              4,413
                       2,355
                      -
                 -
               47,451
Other agricultural loans
                 9,221
                 727
                       1,117
                      -
                 -
               11,065
State and political
           
   subdivision loans
               79,717
                      -
                              -
                      -
                 -
               79,717
Total
 $          324,932
 $         17,482
 $                  17,756
 $                   -
 $              -
 $          360,170
 
For residential real estate mortgages, home equity and consumer loans, credit quality is monitored based on whether the loan is performing or non-performing, which is typically based on the aging status of the loan and payment activity, unless a specific action, such as bankruptcy, repossession, death or significant delay in payment occurs to raise awareness of a possible credit event. Non-performing loans include those loans that are considered nonaccrual, described in more detail below, and all loans past due 90 or more days and still accruing. The following table presents the recorded investment in those loan classes based on payment activity as of September 30, 2015 and December 31, 2014 (in thousands):

 
11

 
 
September 30, 2015
Performing
Non-performing
Total
Real estate loans:
     
     Mortgages
 $          117,363
 $           1,032
 $                118,395
     Home Equity
               59,714
                 171
                     59,885
Consumer
                 8,421
                   52
                       8,473
Total
 $          185,498
 $           1,255
 $                186,753
       
December 31, 2014
Performing
Non-performing
Total
Real estate loans:
     
     Mortgages
 $          121,968
 $              890
 $                122,858
     Home Equity
               62,296
                 284
                     62,580
Consumer
                 8,444
                   53
                       8,497
Total
 $          192,708
 $           1,227
 $                193,935

Aging Analysis of Past Due Financing Receivables
 
Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table includes an aging analysis of the recorded investment of past due financing receivables as of September 30, 2015 and December 31, 2014 (in thousands):

               
90 Days or
   
30-59 Days
60-89 Days
90 Days
Total Past
 
Total Financing
Greater and
September 30, 2015
Past Due
Past Due
Or Greater
Due
Current
Receivables
Accruing
Real estate loans:
             
     Mortgages
 $        388
 $        133
 $        663
 $     1,184
 $   117,211
 $           118,395
 $            303
     Home Equity
           521
             21
           158
           700
        59,185
                59,885
               106
     Commercial
           302
           130
        4,138
        4,570
      193,205
              197,775
                 60
     Agricultural
             38
           170
                -
           208
        35,948
                36,156
                   -
     Construction
                -
                -
                -
                -
        10,159
                10,159
                   -
Consumer
             41
             29
             24
             94
          8,379
                  8,473
                   -
Other commercial loans
           528
             30
           756
        1,314
        50,881
                52,195
               199
Other agricultural loans
             30
           168
                -
           198
        12,319
                12,517
                   -
State and political subdivision loans
                -
                -
                -
                -
        87,454
                87,454
                   -
 
Total
 $     1,848
 $        681
 $     5,739
 $     8,268
 $   574,741
 $           583,009
 $            668
Loans considered non-accrual
 $        319
 $        204
 $     5,071
 $     5,594
 $          725
 $               6,319
 
Loans still accruing
        1,529
           477
           668
        2,674
      574,016
              576,690
 
 
Total
 $     1,848
 $        681
 $     5,739
 $     8,268
 $   574,741
 $           583,009
 

December 31, 2014
             
Real estate loans:
             
     Mortgages
 $        318
 $        230
 $        675
 $     1,223
 $   121,635
 $           122,858
 $            214
     Home Equity
           442
             99
           260
           801
        61,779
                62,580
               132
     Commercial
             97
           231
        1,432
        1,760
      189,185
              190,945
               310
     Agricultural
                -
                -
                -
                -
        24,639
                24,639
                   -
     Construction
                -
                -
                -
                -
          6,353
                  6,353
                   -
Consumer
           119
               4
               7
           130
          8,367
                  8,497
                   6
Other commercial loans
           503
           258
           476
        1,237
        46,214
                47,451
               174
Other agricultural loans
                -
                -
                -
                -
        11,065
                11,065
                   -
State and political subdivision loans
                -
                -
                -
                -
        79,717
                79,717
                   -
 
Total
 $     1,479
 $        822
 $     2,850
 $     5,151
 $   548,954
 $           554,105
 $            836
Loans considered non-accrual
 $          48
 $        181
 $     2,014
 $     2,243
 $       4,356
 $               6,599
 
Loans still accruing
        1,431
           641
           836
        2,908
      544,598
              547,506
 
 
Total
 $     1,479
 $        822
 $     2,850
 $     5,151
 $   548,954
 $           554,105
 

 
12

 

Nonaccrual Loans
 
Loans are considered for non-accrual status upon reaching 90 days delinquency, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans or if full payment of principal and interest is not expected. Additionally, if management is made aware of other information including bankruptcy, repossession, death, or legal proceedings, the loan may be placed on non-accrual status. If a loan is 90 days or more past due and is well secured and in the process of collection, it may still be considered accruing.
 
The following table reflects the financing receivables on non-accrual status as of September 30, 2015 and December 31, 2014, respectively. The balances are presented by class of financing receivable (in thousands):

   
September 30, 2015
 
December 31, 2014
Real estate loans:
     
     Mortgages
 $                         729
 
 $                   676
     Home Equity
                              65
 
                      152
     Commercial
                         4,441
 
                   5,010
     Agricultural
                              -
 
                        -
     Construction
                              -
 
                        -
Consumer
                              52
 
                        47
Other commercial loans
                         1,032
 
                      714
Other agricultural loans
                              -
 
                        -
State and political subdivision loans
                              -
 
                        -
   
 $                      6,319
 
 $                6,599

Troubled Debt Restructurings
 
In situations where, for economic or legal reasons related to a borrower's financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a Troubled Debt Restructuring (TDR). Management strives to identify borrowers in financial difficulty early and work with them to modify more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of interest or principal, or both, management measures any impairment on the restructuring by calculating the present value of the revised loan terms and comparing this balance to the Company’s investment in the loan prior to the restructuring. As these loans are individually evaluated, they are excluded from pooled portfolios when calculating the allowance for loan and lease losses and a separate allocation within the allowance for loan and lease losses is provided. Management continually evaluates loans that are considered TDRs, including payment history under the modified loan terms, the borrower’s ability to continue to repay the loan based on continued evaluation of their operating results and cash flows from operations.  Based on this evaluation management would no longer consider a loan to be a TDR when the relevant facts support such a conclusion. As of September 30, 2015 and December 31, 2014, included within the allowance for loan losses are reserves of $39,000 and $26,000 respectively, that are associated with loans modified as TDRs.
 
There were no loan modifications that were considered TDRs during the three months ended September 30, 2015 or 2014. Loan modifications that are considered TDRs completed during the nine months ended September 30, 2015 and 2014 were as follows (dollars in thousands):

 
13

 

 
 
For the Nine Months Ended September 30, 2015
 
Number of contracts
Pre-modification Outstanding
 Recorded Investment
Post-Modification
Outstanding Recorded
Investment
 
Interest
Modification
Term Modification
Interest
Modification
Term
Modification
Interest
Modification
Term
Modification
Real estate loans:
           
     Mortgages
                    1
                          1
 $                 71
 $                  19
 $               71
  $               19
Total
                    1
                          1
 $                 71
 $                  19
 $               71
 $               19


 
For the Nine Months Ended September 30, 2014
 
Number of contracts
Pre-modification Outstanding
Recorded Investment
Post-Modification Outstanding
 Recorded Investment
 
Interest
Modification
Term Modification
Interest
Modification
Term Modification
Interest
Modification
Term
Modification
Real estate loans:
           
     Commercial
                     -
2
$                   -
$                153
$                  -
$             153
Total
                     -
                         2
 $                   -
 $                153
 $                  -
 $             153
 
Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism occurs at a notably higher rate than do defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans. The following table presents the recorded investment in loans that were modified as TDRs during each 12-month period prior to the current reporting periods, which begin January 1, 2015 and 2014 (nine month periods) and July 1, 2015 and 2014 (3 month periods), respectively, and that subsequently defaulted during these reporting periods (dollars in thousands):

 
For the Three Months Ended
For the Nine Months Ended
 
September 30, 2015
September 30, 2014
September 30, 2015
September 30, 2014
 
Number of
contracts
Recorded
investment
Number of
 contracts
Recorded
investment
Number of
contracts
Recorded
investment
Number of
contracts
Recorded
investment
Real estate loans:
               
     Commercial
                   -
 $              -
                   -
 $              -
                   -
 $              -
             1
 $              483
Total recidivism
                   -
 $              -
                   -
 $              -
                   -
 $              -
             1
 $              483

Allowance for Loan Losses
 
The following table segregates the allowance for loan losses (ALLL) into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of September 30, 2015 and December 31, 2014, respectively (in thousands):
 
 
14

 
 
 
September 30, 2015
 
 December 31, 2014
 
Individually
evaluated for
impairment
Collectively
evaluated for
impairment
Total
 
Individually
evaluated for
impairment
Collectively
evaluated for
impairment
Total
Real estate loans:
             
     Residential
 $           39
 $         874
 $         913
 
 $           25
 $           853
 $             878
     Commercial and agricultural
              34
         3,769
3,803
 
              72
           3,798
             3,870
     Construction
                 -
              17
17
 
                 -
                26
                  26
Consumer
                 -
              91
91
 
                 -
                84
                  84
Other commercial and agricultural loans
            123
         1,322
1,445
 
                1
           1,223
             1,224
State and political subdivision loans
                 -
            586
586
 
                 -
              545
                545
Unallocated
                 -
            190
190
 
                 -
              188
                188
Total
 $         196
 $      6,849
 $      7,045
 
 $           98
 $        6,717
 $          6,815
 
The following tables roll forward the balance of the ALLL by portfolio segment for the three and nine month periods ended September 30, 2015 and 2014, respectively (in thousands):
 
 
Balance at
June 30, 2015
Charge-offs
Recoveries
Provision
Balance at
 September 30, 2015
Real estate loans:
         
     Residential
 $         931
 $              -
 $              -
 $       (18)
 $         913
     Commercial and agricultural
         3,679
                 -
                4
          120
         3,803
     Construction
              14
                 -
                 -
              3
              17
Consumer
              89
             (11)
              13
               -
              91
Other commercial and agricultural loans
         1,502
             (40)
                 -
          (17)
         1,445
 State and political subdivision loans
            568
                 -
                 -
            18
            586
Unallocated
            176
                 -
                 -
            14
            190
Total
 $      6,959
 $          (51)
 $           17
 $       120
 $      7,045
           
 
Balance at
December 31, 2014
Charge-offs
Recoveries
Provision
Balance at
September 30, 2015
Real estate loans:
         
     Residential
 $         878
 $          (34)
 $              -
 $         69
 $         913
     Commercial and agricultural
         3,870
             (56)
              11
          (22)
         3,803
     Construction
              26
                 -
                 -
            (9)
              17
Consumer
              84
             (35)
              25
            17
              91
Other commercial and agricultural loans
         1,224
             (41)
                 -
          262
         1,445
State and political subdivision loans
            545
                 -
                 -
            41
            586
Unallocated
            188
                 -
                 -
              2
            190
Total
 $      6,815
 $        (166)
 $           36
 $       360
 $      7,045
           
 
Balance at
June 30, 2014
Charge-offs
Recoveries
Provision
Balance at
September 30, 2014
Real estate loans:
         
     Residential
 $         879
 $              -
 $              -
 $           7
 $         886
     Commercial and agricultural
         3,809
             (11)
                4
          (99)
         3,703
     Construction
              13
                 -
                 -
            10
              23
Consumer
              86
             (26)
                6
            20
              86
Commercial and other loans
         1,151
             (58)
                 -
            70
         1,163
State and political subdivision loans
            455
                 -
                 -
            (5)
            450
Unallocated
            358
                 -
                 -
          147
            505
Total
 $      6,751
 $          (95)
 $           10
 $       150
 $      6,816
 
 
15

 
 
 
Balance at December 31, 2013
Charge-offs
Recoveries
Provision
Balance at
September 30, 2014
Real estate loans:
         
     Residential
 $         946
 $          (45)
 $              -
 $       (15)
 $         886
     Commercial and agricultural
         4,558
           (486)
                9
        (378)
         3,703
     Construction
              50
                 -
                 -
          (27)
              23
Consumer
            105
             (40)
              21
               -
              86
Commercial and other loans
            942
           (221)
                 -
          442
         1,163
State and political subdivision loans
            330
                 -
                 -
          120
            450
Unallocated
            167
                 -
                 -
          338
            505
Total
 $      7,098
 $        (792)
 $           30
 $       480
 $      6,816
 
The Company allocates the ALLL based on the factors described below, which conform to the Company’s loan classification policy and credit quality measurements. In reviewing risk within the Company’s loan portfolio, management has determined there to be several different risk categories within the loan portfolio. The ALLL consists of amounts applicable to: (i) residential real estate loans; (ii) residential real estate home equity loans; (iii) commercial real estate loans; (iv) agricultural real estate loans; (v) real estate construction loans; (vi) other commercial and agricultural loans; (vii) consumer loans; (viii) other agricultural loans and (ix) state and political subdivision loans. Factors considered in this process include general loan terms, collateral, and availability of historical data to support the analysis. Historical loss percentages are calculated and used as the basis for calculating allowance allocations. Certain qualitative factors are evaluated to determine additional inherent risks in the loan portfolio, which are not necessarily reflected in the historical loss percentages. These factors are then added to the historical allocation percentage to get the adjusted factor to be applied to non-classified loans. The following qualitative factors are analyzed:

·  
Level of and trends in delinquencies and impaired/classified loans
 
Change in volume and severity of past due loans
 
Volume of non-accrual loans
 
Volume and severity of classified, adversely or graded loans;
·  
Level of and trends in charge-offs and recoveries;
·  
Trends in volume, terms and nature of the loan portfolio;
·  
Effects of any changes in risk selection and underwriting standards and any other changes in lending and recovery policies, procedures and practices;
·  
Changes in the quality of the Company’s loan review system;
·  
Experience, ability and depth of lending management and other relevant staff;
·  
National, state, regional and local economic trends and business conditions
 
General economic conditions
 
Unemployment rates
 
Inflation rate/ Consumer Price Index
 
Changes in values of underlying collateral for collateral-dependent loans;
·  
Industry conditions including the effects of external factors such as competition, legal, and regulatory requirements on the level of estimated credit losses; and
·  
Existence and effect of any credit concentrations, and changes in the level of such concentrations; and
·  
Any change in the level of board oversight.
 
The Company also maintains an unallocated allowance to account for any factors or conditions that may cause a potential loss but are not specifically addressed in the process described above. The Company analyzes its loan portfolio each quarter to determine the appropriateness of its ALLL.
 
Loans determined to be TDRs are impaired and for purposes of estimating the ALLL must be individually evaluated for impairment. In calculating the impairment, the Company calculates the present value utilizing an analysis of discounted cash flows. If the present value calculated is below the recorded investment of the loan, impairment is recognized by a charge to the provision for loan and lease losses and a credit to the ALLL.

We continually review the model utilized in calculating the required ALLL. The following qualitative factors experienced changes during the first nine months of 2015:
 
·  
The qualitative factor for national, state, regional and local economic trends and business conditions was increased for all loan categories due to an increase in the unemployment rates in the local economy during the first nine months of 2015.
 
 
16

 
 
·  
The qualitative factors for changes in levels of and trends in delinquencies and impaired/classified loans were decreased for commercial and agricultural real estate due to the decrease in the amount of loans classified as substandard. While there has been an increase in delinquencies of commercial and agricultural real estate loans, the qualitative factor was not increased. The increase in delinquencies is attributable to one relationship, which is classified as impaired and management does not believe that this delinquency is a reflection of a further decrease in the credit quality of the commercial and agricultural real estate loan portfolio.
·  
The qualitative factors for changes in levels of and trends in delinquencies, impaired/classified loans were increased for other commercial and agricultural loans due to an increase in the amount of loans classified as substandard.
·  
The qualitative factor for levels of and trends in charge-offs and recoveries was decreased for commercial and agricultural real estate and other commercial and agricultural loans due to the decrease in charge-offs compared to the prior year as charge-offs returned to historical norms for the Bank.
·  
The qualitative factor for experience, ability and depth of lending management and other relevant staff was decreased for commercial real estate, agricultural real estate, other commercial and other agricultural loans due to the length of time employees involved throughout the loan process have been in their positions.
·  
The qualitative factor for industry conditions, including the effects of external factors such as competition, legal, and regulatory requirements on the level of estimated credit losses was increased for commercial and agricultural related loans due to the decrease in the price received for product sold and the increase in feed costs that has occurred in 2015, which negatively affected customer earnings.
·  
The qualitative factor for levels of and trends in charge-offs and recoveries was increased for residential real estate loans due to the increase in charge-offs compared to historical norms for the Company.
·  
The qualitative factors for changes in levels of and trends in delinquencies and impaired/classified loans was increased for residential mortgages due to increases in the amount of non-performing loans.
 
The following qualitative factors experienced changes during the three months ended September 30, 2015:
·  
The qualitative factors for changes in levels of and trends in delinquencies and impaired/classified loans were increased for other agricultural loans due to an increase in the amount of classified loans.
·  
The qualitative factor for levels of and trends in charge-offs and recoveries was increased for other commercial loans due to the increase in charge-offs during the quarter.
 
The primary factor that resulted in negative provision for commercial and agricultural loans for the nine month period ended September 30, 2015 was the reduction in the amount of special mention and substandard loans since December 31, 2014.
 
The following qualitative factors experienced changes during the first nine months of 2014:
 
·  
The qualitative factor for national, state, regional and local economic trends and business conditions was decreased for all loan categories due to a decrease in the unemployment rates in the local and state economy.
·  
The qualitative factors for changes in levels of and trends in delinquencies and impaired/classified loans were decreased for commercial and agricultural real estate due to the decrease in the Company’s classified loans to its lowest level in three years and a decrease in the amount of loans past due.
·  
The qualitative factors for changes in levels of and trends in delinquencies, impaired/classified loans were increased for other commercial loans due to an increase in classified loans during 2014.
·  
The qualitative factor for levels of and trends in charge-offs and recoveries was increased for commercial real estate and other commercial loans due to the increase in charge-offs compared to historical norms for the Bank.
·  
The qualitative factor for experience, ability and depth of lending management and other relevant staff was decreased for all loan categories due to the length of time employees involved throughout the loan process have been in their positions.
 
 
17

 
 
·  
The qualitative factor for industry conditions, including the effects of external factors such as competition, legal, and regulatory requirements on the level of estimated credit losses was decreased for agricultural related loans due to the improvement in the agricultural economy during 2014.

The following qualitative factors experienced changes during the three months ended September 30, 2014:

·  
The qualitative factor for levels of and trends in charge-offs and recoveries was increased for commercial real estate and other commercial loans due to the increase in charge-offs compared to historical norms for the Bank.
·  
The qualitative factors for changes in levels of and trends in delinquencies, impaired/classified loans were decreased for other commercial loans real estate due to the decrease in the amount of loans past due as of September 30, 2014.
·  
The qualitative factor for industry conditions, including the effects of external factors such as competition, legal, and regulatory requirements on the level of estimated credit losses was decreased for agricultural related loans due to the improvement in the agricultural economy during 2014.
 
The primary factor that resulted in negative provisions for certain portfolio segments for the three and nine month periods in 2014 was due to decreases in the outstanding balances for certain portfolio segments compared to December 31, 2013, a reduction in the amount of substandard loans and the decrease in the qualitative factor associated with the improvement in unemployment rates noted above.

Foreclosed Assets Held For Sale
 
Foreclosed assets acquired in settlement of loans are carried at fair value, less estimated costs to sell, and are included in other assets on the Consolidated Balance Sheet. As of September 30, 2015 and December 31, 2014 included with other assets are $1,429,000 and $1,792,000, respectively, of foreclosed assets. As of September 30, 2015, included within the foreclosed assets is $305,000 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end. As of September 30, 2015, the Company has initiated formal foreclosure proceedings on $1,256,000 of consumer residential mortgages, which have not yet been transferred into foreclosed assets.

Note 6 – Federal Home Loan Bank Stock
 
The Bank is a member of the FHLB of Pittsburgh and, as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. As of September 30, 2015 and December 31, 2014, the Bank’s investment in FHLB stock was $1,708,000 and $1,761,000, respectively. The stock does not have a readily determinable fair value and, as such, is classified as restricted stock, carried at cost and evaluated by management.  The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) a significant decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB. Management evaluated the stock and concluded that the stock was not impaired for the periods presented herein.  Management considered that the FHLB’s regulatory capital ratios have improved, liquidity appears adequate, new shares of FHLB stock continue to exchange hands at the $100 par value and the FHLB has repurchased shares of excess capital stock from its members and has paid a quarterly cash dividend.

Note 7 – Repurchase Agreements
 
We utilize securities sold under agreements to repurchase to facilitate the needs of our customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. We monitor collateral levels on a continuous basis. We may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.

 
18

 
 
The remaining contractual maturity of repurchase agreements in the Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 is presented in the following tables.
 
     
Remaining Contractual Maturity of the Agreements
     
Overnight and
Up to
 
Greater than
 
September 30, 2015
 
Continuous
30 Days
30 - 90 Days
90 days
 Total
Repurchase Agreements:
         
U.S. agency securities
 
 $         6,112,000
 $                  -
 $                  -
 $        2,070,000
$                      -
Total carrying value of collateral pledged
 $         6,112,000
 $                  -
 $                  -
 $        2,070,000
 $       8,182,000
               
Total liability recognized for repurchase agreements
       
 $       5,728,000
               
       
     
Remaining Contractual Maturity of the Agreements
     
Overnight and
Up to
 
Greater than
 
December 31, 2014
 
Continuous
30 Days
30 - 90 Days
90 days
 Total
Repurchase Agreements:
           
U.S. agency securities
 
 $       10,368,000
 $      1,015,000
$                  -
 $        2,940,000
$                       -
Total carrying value of collateral pledged
 $       10,368,000
 $      1,015,000
 $                  -
 $        2,940,000
 $      14,323,000
               
Total liability recognized for repurchase agreements
       
 $       5,906,000

Note 8 - Employee Benefit Plans
 
For additional detailed disclosure on the Company's pension and employee benefits plans, please refer to Note 11 of the Company's Consolidated Financial Statements included in the 2014 Annual Report on Form 10-K.
 
Noncontributory Defined Benefit Pension Plan
 
The Bank sponsors a noncontributory defined benefit pension plan (“Pension Plan”) covering substantially all employees and officers that were hired prior to January 1, 2007. The Bank’s funding policy is to make annual contributions, if needed, based upon the funding formula developed by the plan’s actuary. Any employee with a hire date of January 1, 2007 or later is not eligible to participate in the Pension Plan. In lieu of the Pension Plan, employees with a hire date of January 1, 2007 or later are eligible to receive, after meeting certain length of service requirements, an annual discretionary 401(k) plan contribution from the Bank equal to a percentage of an employee’s base compensation.  The contribution amount, if any, is placed in a separate account within the 401(k) plan and is subject to a vesting requirement.
 
For employees who are eligible to participate in the Pension Plan, the Pension Plan requires benefits to be paid to eligible employees based primarily upon age and compensation rates during employment.  Upon retirement or other termination of employment, employees can elect either an annuity benefit or a lump sum distribution of vested benefits in the Pension Plan.
 
The following sets forth the components of net periodic benefit costs of the Pension Plan for the three and nine months ended September 30, 2015 and 2014, respectively (in thousands):
 
 
19

 
 
 
Three Months Ended
Nine Months Ended
 
 September 30,
 September 30,
 
2015
2014
2015
2014
Service cost
 $             110
 $          77
 $             242
 $                  230
Interest cost
                128
    104
                281
                     311
Expected return on plan assets
              (243)
  (197)
              (533)
                    (590)
Net amortization and deferral
                   65
      13
                141
                       38
Net periodic benefit cost
 $               60
 $          (3)
 $             131
 $                   (11)
 
The Company has contributed $400,000 to the Pension Plan in 2015.
 
Defined Contribution Plan
 
The Company sponsors a voluntary 401(k) savings plan which eligible employees can elect to contribute up to the maximum amount allowable not to exceed the limits of IRS Code Sections 401(k).  Under the plan, the Company also makes required contributions on behalf of the eligible employees.  The Company’s contributions vest immediately. Contributions by the Company totaled $215,000 and $201,000 for the nine months ended September 30, 2015 and 2014, respectively. For the three months ended September 30, 2015 and 2014, contributions by the Company totaled $60,000 and $55,000, respectively.
 
Directors’ Deferred Compensation Plan
 
The Company’s directors may elect to defer all or portions of their fees until their retirement or termination from service.  Amounts deferred under the plan earn interest based upon the highest current rate offered to certificate of deposit customers.  Amounts deferred under the plan are not guaranteed and represent a general liability of the Company.  At September 30, 2015 and December 31, 2014, an obligation of $952,000 and $969,000, respectively, was included in other liabilities for this plan in the Consolidated Balance Sheet. Amounts included in interest expense on the deferred amounts totaled $5,000 and $4,000 for each of the three months ended September 30, 2015 and 2014. For the nine months ended September 30, 2015 and 2014, amounts included in interest expense on the deferred amounts totaled $17,000 and $15,000, respectively.
 
Restricted Stock Plan
 
The Company maintains a Restricted Stock Plan (the “Plan”) whereby employees and non-employee corporate directors are eligible to receive awards of restricted stock based upon performance related requirements.  Awards granted under the Plan are in the form of the Company’s common stock and are subject to certain vesting requirements including continuous employment or service with the Company.  A total of 100,000 shares of the Company’s common stock have been authorized under the Plan, which terminates in April 2016. As of September 30, 2015, 60,662 shares remain available to be issued under the Plan.  The Plan assists the Company in attracting, retaining and motivating employees to make substantial contributions to the success of the Company and to increase the emphasis on the use of equity as a key component of compensation.
 
The following table details the vesting, awarding and forfeiting of restricted shares during 2015 and 2014:

 
Three months ended September 30,
Nine months ended September 30,
 
2015
2014
2015
2014
   
Weighted
 
Weighted
 
Weighted
 
Weighted
 
Unvested
Average
Unvested
Average
Unvested
Average
Unvested
Average
 
Shares
Market Price
Shares
Market Price
Shares
Market Price
Shares
Market Price
Outstanding, beginning of period
         7,018
 $          50.63
   7,187
 $     48.28
               6,971
 $          48.55
   7,172
 $      42.02
Granted
                 -
                     -
           -
-
               3,496
             50.02
   3,598
52.82
Forfeited
           (139)
             51.49
         (7)
37.10
                (139)
             51.49
         (7)
         37.10
Vested
                 -
                     -
           -
-
             (3,449)
             45.80
  (3,583)
40.30
Outstanding, end of period
         6,879
 $          50.61
   7,180
 $     48.29
               6,879
 $          50.61
   7,180
 $      48.29
 
Compensation cost related to restricted stock is recognized based on the market price of the stock at the grant date over the vesting period. Compensation expense related to restricted stock was $129,000 and $115,000 for the nine months ended September 30, 2015 and 2014, respectively. For the three months ended September 30, 2015 and 2014, compensation expense totaled $44,000 and $42,000, respectively. At September 30, 2015 the total compensation cost related to nonvested awards that has not yet been recognized was $349,000, which is expected to be recognized over the next 2.58 years.

 
20

 
 
Supplemental Executive Retirement Plan
 
The Company maintains a non-qualified supplemental executive retirement plan (“SERP”) for certain executives to compensate those executive participants in the Company’s noncontributory defined benefit pension plan whose benefits are limited by compensation limitations under current tax law. At September 30, 2015 and December 31, 2014, an obligation of $1,304,000 and $1,198,000, respectively, was included in other liabilities for this plan in the Consolidated Balance Sheet. Expenses related to this plan totaled $106,000 and $114,000 for the nine months ended September 30, 2015 and 2014, respectively. For the three months ended September 30, 2015 and 2014, expenses totaled $35,000 and $38,000, respectively.

Note 9 – Accumulated Comprehensive Income
 
The following tables present the changes in accumulated other comprehensive income by component net of tax for the three and nine months ended September 30, 2015 and 2014 (in thousands):

 
Three months ended September 30, 2015
 
Unrealized gain
(loss) on available
for sale securities (a)
Defined Benefit
Pension Items (a)
Total
Balance as of June 30, 2015
 $                     2,430
 $     (2,259)
 $         171
Other comprehensive income (loss) before reclassifications, net of tax
                           722
               -
            722
Amounts reclassified from accumulated other
     
     comprehensive income (loss), net of tax
                           (85)
              34
             (51)
Net current period other comprehensive income
                           637
              34
            671
Balance as of September 30, 2015
 $                     3,067
 $     (2,225)
 $         842
       
 
Nine months ended September 30, 2015
 
Unrealized gain
(loss) on available
for sale securities (a)
Defined Benefit
Pension Items (a)
Total
Balance as of December 31, 2014
 $                     3,093
 $     (2,326)
 $         767
Other comprehensive income (loss) before reclassifications, net of tax
                           258
               -
            258
Amounts reclassified from accumulated other
     
     comprehensive income (loss), net of tax
                         (284)
            101
           (183)
Net current period other comprehensive income (loss)
                           (26)
            101
              75
Balance as of September 30, 2015
 $                     3,067
 $     (2,225)
 $         842

 
Three months ended September 30, 2014
 
Unrealized gain (loss)
on available for sale
securities (a)
Defined Benefit
Pension Items (a)
Total
Balance as of June 30, 2014
 $                     2,201
 $     (1,101)
 $      1,100
Other comprehensive income (loss) before reclassifications, net of tax
                           564
               -
            564
Amounts reclassified from accumulated other
     
     comprehensive income (loss), net of tax
                         (160)
                9
           (151)
Net current period other comprehensive income
                           404
                9
            413
Balance as of September  30, 2014
 $                     2,605
 $     (1,092)
 $      1,513
 
 
21

 
 
       
 
Nine months ended September 30, 2014
 
Unrealized gain (loss)
on available for sale
securities (a)
Defined Benefit
Pension Items (a)
Total
Balance as of December 31, 2013
 $                      (108)
 $     (1,117)
 $     (1,225)
Other comprehensive income (loss) before reclassifications, net of tax
                        3,035
               -
         3,035
Amounts reclassified from accumulated other
     
     comprehensive income (loss), net of tax
                         (322)
              25
           (297)
Net current period other comprehensive income
                        2,713
              25
         2,738
Balance as of September  30, 2014
 $                     2,605
 $     (1,092)
 $      1,513
       
(a) Amounts in parentheses indicate debits to the Consolidated Balance Sheet
   
 
The following table presents the significant amounts reclassified out of each component of accumulated other comprehensive income for the three and nine months ended September 30, 2015 and 2014 (in thousands):

Details about accumulated other comprehensive income (loss)
Amount reclassified from accumulated comprehensive income (loss) (a)
 
Affected line item in the income statement where net Income is presented
 
Three Months Ended  September 30,
   
 
2015
2014
   
Unrealized gains and losses on available for sale securities
       
 
 $                          129
 $                    242
 
Investment securities gains, net
 
                             (44)
                       (82)
 
Provision for income taxes
 
 $                            85
 $                    160
 
Net of tax
Defined benefit pension items
       
 
 $                          (51)
 $                    (13)
 
Salaries and employee benefits
 
                               17
                           4
 
Provision for income taxes
 
 $                          (34)
 $                      (9)
 
Net of tax
Total reclassifications
 $                            51
 $                    151
   
         
 
Nine Months Ended  September 30,
   
 
2015
2014
   
Unrealized gains and losses on available for sale securities
       
 
 $                          430
 $                    488
 
Investment securities gains, net
 
                           (146)
                     (166)
 
Provision for income taxes
 
 $                          284
 $                    322
 
Net of tax
Defined benefit pension items
       
 
 $                        (153)
 $                    (38)
 
Salaries and employee benefits
 
                               52
                         13
 
Provision for income taxes
 
 $                        (101)
 $                    (25)
 
Net of tax
Total reclassifications
 $                          183
 $                    297
   
         
(a) Amounts in parentheses indicate expenses and other amounts indicate income 
   

Note 10 – Fair Value Measurements
 
The Company established a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by this hierarchy are as follows:
 
Level I:
Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
 
Level II:
Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.
 
 
22

 
 
Level III:
Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
 
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.
 
In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company's creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. Our valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly and/or quarterly valuation process.

Financial Instruments Recorded at Fair Value on a Recurring Basis
 
The fair values of securities available for sale are determined by quoted prices in active markets, when available, and classified as Level I. If quoted market prices are not available, the fair value is determined by a matrix pricing, which is a mathematical technique, widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities and classified as Level II. The fair values consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.
 
The following tables present the assets and liabilities reported on the Consolidated Balance Sheet at their fair value on a recurring basis as of September 30, 2015 and December 31, 2014 by level within the fair value hierarchy (in thousands). Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

September 30, 2015
 
Level I
 
Level II
 
Level III
   
Total
Assets
                 
  Securities available for sale:
                 
     U.S. Agency securities
 
 $                -
 
 $             164,102
 
 $                    -
   
 $             164,102
     Obligations of state and
                 
        political subdivisions
 
                   -
 
98,165
 
                       -
   
98,165
     Corporate obligations
 
                   -
 
12,707
 
                       -
   
12,707
     Mortgage-backed securities in
                 
       government sponsored entities
 
                   -
 
23,899
 
                       -
   
23,899
     Equity securities in financial
                 
       institutions
 
           1,757
 
                            -
 
                       -
   
1,757
 
 
23

 
 
December 31, 2014
 
Level I
 
Level II
 
Level III
   
Total
Securities available for sale:
                 
     U.S. agency securities
 
 $                -
 
 $             150,885
 
 $                    -
   
 $             150,885
     U.S. treasuries securities
 
                   -
 
4,849
 
                       -
   
4,849
     Obligations of state and
                 
       political subdivisions
 
                   -
 
105,036
 
                       -
   
105,036
     Corporate obligations
 
                   -
 
13,958
 
                       -
   
13,958
     Mortgage-backed securities in
                 
       government sponsored entities
 
                   -
 
29,728
 
                       -
   
29,728
     Equity securities in financial
                 
       institutions
 
           1,690
 
                            -
 
                       -
   
1,690

Financial Instruments, Non-Financial Assets and Non-Financial Liabilities Recorded at Fair Value on a Nonrecurring Basis
 
The Company may be required, from time to time, to measure certain financial assets, financial liabilities, non-financial assets and non-financial liabilities at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period. Certain non-financial assets measured at fair value on a non-recurring basis include foreclosed assets (upon initial recognition or subsequent impairment).
 
Non-financial assets measured at fair value on a non-recurring basis during 2015 and 2014 include certain foreclosed assets which, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for possible loan losses and certain foreclosed assets which, subsequent to their initial recognition, were remeasured at fair value through a write-down included in other non-interest expense.

·  
Impaired Loans - Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment using one of several methods, including collateral value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. Collateral values are estimated using Level II inputs based on observable market data and Level III inputs based on customized discounting criteria. For a majority of impaired real estate related loans, the Company obtains a current external appraisal. Other valuation techniques are used as well, including internal valuations, comparable property analysis and contractual sales information.
·  
Other Real Estate owned – Other real estate owned, which is obtained through the Bank’s foreclosure process, is valued utilizing the appraised collateral value. Collateral values are estimated using Level II inputs based on observable market data and Level III inputs based on customized discounting criteria. At the time the foreclosure is completed, the Company obtains an updated external appraisal.

Assets measured at fair value on a nonrecurring basis as of September 30, 2015 and December 31, 2014 are included in the table below (in thousands):

September 30, 2015
 
Level I
 
Level II
 
Level III
   
Total
Impaired Loans
 
 $                -
 
 $                         -
 
 $            7,954
   
 $                 7,954
Other real estate owned
 
                   -
 
                            -
 
1,429
   
1,429
                   
December 31, 2014
                 
Impaired Loans
 
 $                -
 
 $                         -
 
 $            8,724
   
 $                 8,724
Other real estate owned
 
                   -
 
                            -
 
               1,792
   
1,792
 
The following table provides a listing of the significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques (dollars in thousands).
 
 
24

 
 
September 30, 2015
Fair Value
 
Valuation Technique(s)
Unobservable input
Range
Weighted average
Impaired Loans
 $  206
 
Discounted Cash Flows
Discount in interest rates
0-5.5%
3.19%
             
 
  7,748
 
Appraised Collateral Values
Discount for time since appraisal
0-30%
16.66%
       
Selling costs
5%-10%
13.25%
       
Holding period
0 - 18 months
12 months
             
Other real estate owned
  1,429
 
Appraised Collateral Values
Discount for time since appraisal
0-20%
20%
       
Selling costs
4%-10%
9%
       
Holding period
0 - 18 months
12 months
 
December 31, 2014
Fair Value
 
Valuation Technique(s)
Unobservable input
Range
 
Impaired Loans
 $  230
 
Discounted Cash Flows
Discount in interest rates
0-5.5%
1.99%
             
 
  8,494
 
Appraised Collateral Values
Discount for time since appraisal
0-30%
22.00%
       
Selling costs
4%-10%
8.55%
       
Holding period
0 - 18 months
15 months
             
Other real estate owned
  1,792
 
Appraised Collateral Values
Discount for time since appraisal
0-20%
20%
       
Selling costs
4%-10%
9%
       
Holding period
0 - 18 months
12 months
 
The fair values of the Company’s financial instruments are as follows (in thousands):

 
Carrying
       
September 30, 2015
Amount
Fair Value
Level I
Level II
Level III
Financial assets:
         
Cash and due from banks
 $   10,314
 $   10,314
 $   10,314
 $          -
 $             -
Interest bearing time deposits with other banks
        6,460
        6,465
                -
             -
6,465
Available-for-sale securities
    300,630
    300,630
        1,757
 298,873
 
Loans held for sale
        1,248
        1,248
        1,248
   
Net loans
    575,964
    605,361
                -
             -
    605,361
Bank owned life insurance
      20,773
      20,773
      20,773
             -
                -
Regulatory stock
        1,983
        1,983
        1,983
             -
                -
Accrued interest receivable
        3,566
        3,566
3,566
             -
                -
           
Financial liabilities:
         
Deposits
 $ 797,848
 $ 799,026
 $ 550,646
 $          -
 $ 248,380
Borrowed funds
      44,657
      41,978
      12,882
             -
      29,096
Accrued interest payable
           693
           693
693
             -
                -

 
Carrying
       
December 31, 2014
Amount
Fair Value
Level I
Level II
Level III
Financial assets:
         
Cash and due from banks
 $   11,423
 $   11,423
 $   11,423
 $          -
 $             -
Interest bearing time deposits with other banks
        5,960
        5,969
                -
             -
        5,969
Available-for-sale securities
    306,146
    306,146
        1,690
 304,456
                -
Loans held for sale
           497
           497
           497
   
Net loans
    547,290
    564,944
                -
             -
    564,944
Bank owned life insurance
      20,309
      20,309
      20,309
             -
                -
Regulatory stock
        2,035
        2,035
        2,035
             -
                -
Accrued interest receivable
        3,644
        3,644
        3,644
             -
                -
           
Financial liabilities:
         
Deposits
 $ 773,933
 $ 774,387
 $ 525,166
 $          -
 $ 249,221
Borrowed funds
      41,799
      38,219
      16,593
             -
      21,626
Accrued interest payable
           756
           756
756
             -
                -

 
25

 
 
Fair value is determined based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions can significantly affect the estimates.
 
Fair values have been determined by the Company using historical data, as generally provided in the Company’s regulatory reports, and an estimation methodology suitable for each category of financial instruments. The Company’s fair value estimates, methods and assumptions are set forth below for the Company’s other financial instruments.

Cash and Cash Equivalents:
 
The carrying amounts for cash and cash equivalents approximate fair value because they have original maturities of 90 days or less and do not present unanticipated credit concerns.

Accrued Interest Receivable and Payable:
 
The carrying amounts for accrued interest receivable and payable approximate fair value because they are generally received or paid in 90 days or less and do not present unanticipated credit concerns.

Interest bearing time deposits with other banks:
 
The fair value of interest bearing time deposits with other banks is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Available-For-Sale Securities:
 
The fair values of securities available for sale are determined by quoted prices in active markets, when available, and classified as Level I. If quoted market prices are not available, the fair value is determined by a matrix pricing, which is a mathematical technique, widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities and classified as Level II. The fair values consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

Loans held for sale:
 
The carrying amount for loans held for sale approximates fair value as the loans are only held for less than a week from origination.

Loans:
 
Fair values are estimated for portfolios of loans with similar financial characteristics.  The fair value of performing loans has been estimated by discounting expected future cash flows. The discount rate used in these calculations is derived from the Treasury yield curve adjusted for credit quality, operating expense and prepayment option price, and is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. The estimate of maturity is based on the Company’s historical experience with repayments for each loan classification, modified as required by an estimate of the effect of current economic and lending conditions.

 
26

 
 
Bank Owned Life Insurance:
 
The carrying value of bank owned life insurance approximates fair value based on applicable redemption provisions.

Regulatory Stock:
 
The carrying value of regulatory stock approximates fair value based on applicable redemption provisions.

Deposits:
 
The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and NOW accounts, and money market accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.
 
The deposits’ fair value estimates do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible.

Borrowed Funds:
 
Rates available to the Company for borrowed funds with similar terms and remaining maturities are used to estimate the fair value of borrowed funds.

Note 11 – Recent Accounting Pronouncements
 
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update.
 
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements -Going Concern (Subtopic 205-40).  The amendments in this Update provide guidance in accounting principles generally accepted in the United States of America about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures.  The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.  This Update is not expected to have a significant impact on the Company’s financial statements.
 
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810). The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds.  The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015.  For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. This Update is not expected to have a significant impact on the Company’s financial statements.

 
27

 
 
In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30), as part of its initiative to reduce complexity in accounting standards.  To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.  For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016.  An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2015, the FASB issued ASU 2015-08, Business Combinations - Pushdown Accounting - Amendment to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115. This ASU was issued to amend various SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115. This Update is not expected to have a significant impact on the Company’s financial statements.
 
In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements. The amendments in this Update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Transition guidance varies based on the amendments in this Update. The amendments in this Update that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update.  This Update is not expected to have a significant impact on the Company’s financial statements.
 
In August 2015, the FASB issued ASU 2015-14, Revenue from Contract with Customers (Topic 606). The amendments in this Update defer the effective date of ASU 2014-09 for all entities by one year.  Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.  All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019.  The Company is evaluating the effect of adopting this new accounting Update.
 
In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting.  This ASU adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements.  This Update is not expected to have a significant impact on the Company’s financial statements.
 
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). The amendments in this Update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.
 
 
 
28

 
 

 
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Forward-Looking Statements
 
We have made forward-looking statements in this document, and in documents that we incorporate by reference, that are subject to risks and uncertainties. Forward-looking statements include information concerning possible or expected future results of operations of Citizens Financial Services, Inc., First Citizens Community Bank, First Citizens Insurance Agency, Inc. or the combined Company. When we use words such as “believes,” “expects,” “anticipates,” or similar expressions, we are making forward-looking statements. For a variety of reasons, actual results could differ materially from those contained in or implied by forward-looking statements.  The Company cautions readers that the following important factors, among others, could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement:
 
·  
Interest rates could change more rapidly or more significantly than we expect.
·  
The economy could change significantly in an unexpected way, which would cause the demand for new loans and the ability of borrowers to repay outstanding loans to change in ways that our models do not anticipate.
·  
The financial markets could suffer a significant disruption, which may have a negative effect on our financial condition and that of our borrowers, and on our ability to raise capital by issuing new securities.
·  
It could take us longer than we anticipate to implement strategic initiatives designed to increase revenues or manage expenses, or we may be unable to implement those initiatives at all.
·  
Acquisitions and dispositions of assets or businesses could affect us in ways that management has not anticipated.
·  
We may become subject to new legal obligations or the resolution of litigation may have a negative effect on our financial condition or operating results.
·  
We may become subject to new and unanticipated accounting, tax, or regulatory practices or requirements.
·  
We could experience greater loan delinquencies than anticipated, adversely affecting our earnings and financial condition.
·  
We could also experience greater losses than expected due to the ever increasing volume of information theft and fraudulent scams impacting our customers and the banking industry.
·  
We could lose the services of some or all of our key personnel, which would negatively impact our business because of their business development skills, financial expertise, lending experience, technical expertise and market area knowledge.
·  
The agricultural economy is subject to extreme swings in both the costs of resources and the prices received from the sale of products, which could negatively impact our customers.
·  
Exploration and drilling of the natural gas reserves in our market area may be affected by federal, state and local laws and regulations such as restrictions on production, permitting, changes in taxes and environmental protection, which could negatively impact our customers and, as a result, negatively impact our loan and deposit volume and loan quality.
·  
Similarly, customers dependent on the exploration and drilling of the natural gas reserves may be dependent on the market price of natural gas.  As a result, decreases in the market price of natural gas could also negatively impact our customers.
 
Additional factors that may affect our results are discussed under “Part II – Item 1A – Risk Factors” in this report and in the Company’s 2014 Annual Report on Form 10-K under “Item 1.A/ Risk Factors.”  Except as required by applicable law and regulation, we assume no obligation to update or revise any forward-looking statements after the date on which they are made.
 
 
 
29

 
 
Introduction
 
The following is management's discussion and analysis of the financial condition and results of operations at the dates and for the periods presented in the accompanying consolidated financial statements for the Company.  Our Company's consolidated financial condition and results of operations consist almost entirely of the Bank’s financial condition and results of operations. Management’s discussion and analysis should be read in conjunction with the preceding financial statements presented under Part I.  The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results you may expect for the full year.
 
The Company currently engages in the general business of banking throughout our service area of Clinton, Potter, Tioga and Bradford counties in North Central Pennsylvania and Allegany, Steuben, Chemung and Tioga counties in Southern New York. We maintain our main office in Mansfield, Pennsylvania. Presently we operate 19 banking facilities, 18 of which operate as bank branches.  In Pennsylvania, we have branch offices located in Mansfield, Blossburg, Ulysses, Genesee, Wellsboro, Troy, Sayre, Canton, Gillett, Millerton, LeRaysville, Towanda, Rome, the Wellsboro Weis Market store, the Mansfield Wal-Mart Super Center and Mill Hall, which was opened in 2015. In New York, we have a branch office in Wellsville, Allegany County.
 
In the second quarter of 2015, the Company entered into a definitive agreement to acquire The First National Bank of Fredericksburg. The transaction is expected to close in the fourth quarter of 2015, subject to the satisfaction of customary closing conditions.
 
Risk Management
 
Risk identification and management are essential elements for the successful management of the Company.  In the normal course of business, the Company is subject to various types of risk, including interest rate, credit, liquidity, reputational and regulatory risk.
 
Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the direction and frequency of changes in interest rates.  Interest rate risk results from various re-pricing frequencies and the maturity structure of the financial instruments owned by the Company.  The Company uses its asset/liability and funds management policy to control and manage interest rate risk.
 
Credit risk represents the possibility that a customer may not perform in accordance with contractual terms.  Credit risk results from loans with customers and the purchasing of securities.  The Company’s primary credit risk is in the loan portfolio.  The Company manages credit risk by adhering to an established credit policy and through a disciplined evaluation of the adequacy of the allowance for loan losses.  Also, the investment policy limits the amount of credit risk that may be taken in the investment portfolio.
 
Liquidity risk represents the inability to generate or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers and obligations to depositors.  The Company has established guidelines within its asset/liability and funds management policy to manage liquidity risk.  These guidelines include, among other things, contingent funding alternatives.
 
Reputational risk, or the risk to our business, earnings, liquidity, and capital from negative public opinion, could result from our actual or alleged conduct in a variety of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, ethical issues, or inadequate protection of customer information. We expend significant resources to comply with regulatory requirements. Failure to comply could result in reputational harm or significant legal or remedial costs. Damage to our reputation could adversely affect our ability to retain and attract new customers, and adversely impact our earnings and liquidity.
 
Regulatory risk represents the possibility that a change in law, regulations or regulatory policy may have a material effect on the business of the Company.  We cannot predict what legislation might be enacted or what regulations might be adopted, or if adopted, the effect thereof on our operations.

 
30

 
 
Competition
 
The banking industry in the Bank’s service area continues to be extremely competitive, both among commercial banks and with financial service providers such as consumer finance companies, thrifts, investment firms, mutual funds, insurance companies, credit unions and internet entities.  The increased competition has resulted from changes in the legal and regulatory guidelines as well as from economic conditions, specifically, the additional wealth resulting from the exploration of natural gas in our primary market and the limited loan growth opportunities in our primary market and surrounding areas.  Mortgage banking firms, financial companies, financial affiliates of industrial companies, brokerage firms, retirement fund management firms and even government agencies provide additional competition for loans and other financial services.  The Bank is generally competitive with all competing financial institutions in its service area with respect to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans.

Trust and Investment Services; Oil and Gas Services
 
Our Investment and Trust Services Department offers professional trust administration, investment management services, estate planning and administration, and custody of securities.  Assets held by the Company in a fiduciary or agency capacity for its customers are not included in the Consolidated Financial Statements since such items are not assets of the Company.  Revenues and fees of the Trust Department are reflected in the Company’s financial statements. As of September 30, 2015 and December 31, 2014, the Trust Department had $92.8 million and $100.7 million of assets under management, respectively. The decrease in assets under management was due to one trust account closing in the second quarter of 2015 and a decline in investment values.

Our Investment Representatives offer full service brokerage services and financial planning throughout the Bank’s market area. Products such as mutual funds, annuities, health and life insurance are made available through our insurance subsidiary, First Citizens Insurance Agency, Inc.  The assets associated with these products are not included in the Consolidated Financial Statements since such items are not assets of the Company. Assets owned and invested by customers of the Bank through the Bank’s Investment Representatives increased from $111.7 million at December 31, 2014 to $112.7 million at September 30, 2015. Fee income from the sale of these products is reflected in the Company’s financial statements as a component of non-interest income in the Consolidated Statement of Income. Management believes that there are opportunities to increase non-interest income through these products and services, and as such, has added additional resources to support these opportunities.
 
In addition to the trust and investment services offered we have an oil and gas division, which serves as a network of experts to assist our customers through various oil and gas specific leasing matters from lease negotiations to establishing a successful approach to personal wealth management. As of September 30, 2015, customers owning 8,300 acres have signed agreements with the Bank that provide for the Bank to manage oil and gas matters related to the customers land, which may include negotiating lease payments and royalty percentages, resolving leasing issues, accounting for and ensuring the accuracy of royalty checks, distributing revenue to satisfy investment objectives and providing customized reports outlining payment and distribution information.

Results of Operations

Overview of the Income Statement
 
The Company had net income of $9,166,000 for the first nine months of 2015 compared to $9,909,000 for last year’s comparable period, a decrease of $743,000 or 7.5%. The decrease in net income is primarily the result of hiring additional employees as part of the strategic plan, additional expenses and losses associated with foreclosed properties and expenses incurred in preparing for the merger with The First National Bank of Fredericksburg.  Basic earnings per share for the first nine months of 2015 were $3.04, compared to $3.26 last year, representing a 6.9% decrease.  Annualized return on assets and return on equity for the nine months of 2015 were 1.31% and 11.93%, respectively, compared with 1.46% and 13.64% for last year’s comparable period.
 
Net income for the three months ended September 30, 2015 was $2,857,000 compared to $3,368,000 in the comparable 2014 period, a decrease of $511,000 or 15.2%. The decrease in net income is primarily the result of hiring additional employees as part of the strategic plan, additional expenses and losses associated with foreclosed properties and expenses incurred in preparing for the merger with The First National Bank of Fredericksburg. Basic earnings per share for the three months ended September 30, 2015 were $0.95, compared to $1.11 last year, representing a 14.5% decrease. Annualized return on assets and return on equity for the quarter ended September 30, 2015 was 1.21% and 11.00%, respectively, compared with 1.48% and 13.59% for the same 2014 period.

 
31

 
 
Net Interest Income
 
Net interest income, the most significant component of the Company’s earnings, is the amount by which interest income generated from interest-earning assets exceeds interest expense on interest-bearing liabilities.
 
Net interest income for the first nine months of 2015 was $22,793,000, an increase of $57,000, or 0.3%, compared to the same period in 2014.  For the first nine months of 2015, the provision for loan losses totaled $360,000, a decrease of $120,000 over the comparable period in 2014.  Consequently, net interest income after the provision for loan losses was $22,433,000 compared to $22,256,000 during the first nine months of 2014.
 
For the three months ended September 30, 2015, net interest income was $7,645,000 compared to $7,574,000, an increase of $71,000, or 0.9% over the comparable period in 2014. The provision for loan losses this quarter was $120,000 compared to $150,000 for last year’s third quarter.  Consequently, net interest income after the provision for loan losses was $7,525,000 for the quarter ended September 30, 2015 compared to $7,424,000 in 2014.

The following table sets forth the average balances of, and the interest earned or incurred on, for each principal category of assets, liabilities and stockholders’ equity, the related rates, net interest income and interest rate spread created for the nine months and three months ended September 30, 2015 and 2014 on a tax equivalent basis (dollars in thousands):

 
32

 


 
 
Analysis of Average Balances and Interest Rates (1)
 
Nine Months Ended
 
September 30, 2015
September 30, 2014
 
Average
 
Average
Average
 
Average
 
Balance (1)
Interest
Rate
Balance (1)
Interest
Rate
(dollars in thousands)
$
$
%
$
$
%
ASSETS
           
Short-term investments:
           
   Interest-bearing deposits at banks
       12,469
               14
0.15
          8,839
                  8
0.12
Total short-term investments
       12,469
               14
0.15
          8,839
                  8
0.12
Interest bearing time deposits at banks
         6,037
               89
1.97
          2,900
                43
2.02
Investment securities:
           
  Taxable
     199,122
         2,485
1.66
      215,058
          2,701
1.67
  Tax-exempt (3)
       98,291
         3,633
4.93
        96,653
          3,827
5.28
  Total investment securities
     297,413
         6,118
2.74
      311,711
          6,528
2.79
Loans:
           
  Residential mortgage loans
     182,662
         7,559
5.53
      187,139
          7,950
5.68
  Construction
         7,433
             285
5.12
          5,116
              178
4.66
  Commercial & agricultural loans
     285,134
       11,195
5.25
      269,483
        10,963
5.44
  Loans to state & political subdivisions
       83,901
         2,800
4.46
        67,114
          2,349
4.68
  Other loans
         8,143
             487
8.00
          8,738
              531
8.13
  Loans, net of discount (2)(3)(4)
     567,273
       22,326
5.26
      537,590
        21,971
5.46
Total interest-earning assets
     883,192
       28,547
4.32
      861,040
        28,550
4.43
Cash and due from banks
         3,922
   
          3,775
   
Bank premises and equipment
       12,581
   
        11,271
   
Other assets
       35,840
   
        29,283
   
Total non-interest earning assets
       52,343
   
        44,329
   
Total assets
     935,535
   
      905,369
   
LIABILITIES AND STOCKHOLDERS' EQUITY
         
Interest-bearing liabilities:
           
  NOW accounts
     229,886
             604
            0.35
      218,557
              572
            0.35
  Savings accounts
     114,682
             105
            0.12
      100,619
                87
            0.12
  Money market accounts
       97,830
             352
            0.48
        89,595
              309
            0.46
  Certificates of deposit
     249,516
         2,027
            1.09
      259,907
          2,323
            1.19
Total interest-bearing deposits
     691,914
         3,088
            0.60
      668,678
          3,291
            0.66
Other borrowed funds
       34,000
             521
            2.05
        40,416
              451
            1.49
Total interest-bearing liabilities
     725,914
         3,609
            0.66
      709,094
          3,742
            0.71
Demand deposits
       98,929
   
        92,150
   
Other liabilities
         8,285
   
          7,253
   
Total non-interest-bearing liabilities
     107,214
   
        99,403
   
Stockholders' equity
     102,407
   
        96,872
   
Total liabilities & stockholders' equity
     935,535
   
      905,369
   
Net interest income
 
       24,938
   
        24,808
 
Net interest spread (5)
   
3.66%
   
3.72%
Net interest income as a percentage
           
  of average interest-earning assets
   
3.78%
   
3.85%
Ratio of interest-earning assets
           
  to interest-bearing liabilities
   
122%
   
121%
             
(1) Averages are based on daily averages.
         
(2) Includes loan origination and commitment fees.
         
(3) Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison using
   
       a statutory federal income tax rate of 34%.
     
(4) Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets.
(5) Interest rate spread represents the difference between the average rate earned on interest-earning assets
      and the average rate paid on interest-bearing liabilities.
       
 
 
33

 

 
 
Analysis of Average Balances and Interest Rates (1)
 
Three Months Ended
 
September 30, 2015
September 30, 2014
 
Average
 
Average
Average
 
Average
 
Balance (1)
Interest
Rate
Balance (1)
Interest
Rate
(dollars in thousands)
$
$
%
$
$
%
ASSETS
           
Short-term investments:
           
   Interest-bearing deposits at banks
           8,804
                   3
0.14
          15,013
                   6
0.16
Total short-term investments
           8,804
                   3
0.14
          15,013
                   6
0.16
Interest bearing time deposits at banks
           6,188
                30
1.98
            3,725
                 19
2.02
Investment securities:
           
  Taxable
      200,888
              833
1.66
        206,785
               845
1.63
  Tax-exempt (3)
        95,077
           1,135
4.78
          98,268
            1,278
5.20
  Total investment securities
      295,965
           1,968
2.66
        305,053
            2,123
2.78
Loans:
           
  Residential mortgage loans
      180,370
           2,502
5.50
        187,951
            2,665
5.69
  Construction
           9,636
              124
5.12
            4,590
                 56
4.86
  Commercial & farm loans
      293,613
           3,818
5.16
        267,780
            3,643
5.46
  Loans to state & political subdivisions
        85,565
              948
4.39
          71,450
               827
4.64
  Other loans
           8,192
              165
7.98
            8,495
               172
8.14
  Loans, net of discount (2)(3)(4)
      577,376
           7,557
5.19
        540,266
            7,363
5.47
Total interest-earning assets
      888,333
           9,558
4.27
        864,057
            9,511
4.41
Cash and due from banks
           3,901
   
            3,769
   
Bank premises and equipment
        12,585
   
          11,563
   
Other assets
        42,133
   
          33,227
   
Total non-interest earning assets
        58,619
   
          48,559
   
Total assets
      946,952
   
        912,616
   
LIABILITIES AND STOCKHOLDERS' EQUITY
         
Interest-bearing liabilities:
           
  NOW accounts
      227,487
              197
             0.34
        218,615
               184
              0.34
  Savings accounts
      118,514
                37
             0.12
        104,897
                 32
              0.12
  Money market accounts
      104,433
              133
             0.51
          99,466
               120
              0.48
  Certificates of deposit
      248,828
              677
             1.08
        255,921
               756
              1.18
Total interest-bearing deposits
      699,262
           1,044
             0.59
        678,899
            1,092
              0.64
Other borrowed funds
        34,782
              174
             1.98
          30,279
               142
              1.88
Total interest-bearing liabilities
      734,044
           1,218
             0.66
        709,178
            1,234
              0.70
Demand deposits
      101,743
   
          97,030
   
Other liabilities
           7,248
   
            7,255
   
Total non-interest-bearing liabilities
      108,991
   
        104,285
   
Stockholders' equity
      103,917
   
          99,153
   
Total liabilities & stockholders' equity
      946,952
   
        912,616
   
Net interest income
 
           8,340
   
            8,277
 
Net interest spread (5)
   
3.61%
   
3.71%
Net interest income as a percentage
           
  of average interest-earning assets
   
3.73%
   
3.84%
Ratio of interest-earning assets
           
  to interest-bearing liabilities
   
121%
   
122%
             
(1) Averages are based on daily averages.
         
(2) Includes loan origination and commitment fees.
         
(3) Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison using a statutory federal income tax rate of 34%.
(4) Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets.
(5) Interest rate spread represents the difference between the average rate earned on interest-earning assets
 
      and the average rate paid on interest-bearing liabilities.
       
 
 
34

 
 
Tax exempt revenue is shown on a tax-equivalent basis for proper comparison using a statutory, federal income tax rate of 34%.  For purposes of the comparison, as well as the discussion that follows, this presentation facilitates performance comparisons between taxable and tax-free assets by increasing the tax-free income by an amount equivalent to the Federal income taxes that would have been paid if this income were taxable at the Company’s 34% Federal statutory rate.  The following table represents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the periods ending September 30, 2015 and 2014 (in thousands):
 
 
For the Three Months
 
For the Nine Months
 
Ended September 30
 
Ended September 30
 
2015
2014
 
2015
2014
Interest and dividend income from investment securities
         
   and interest bearing deposits at banks (non-tax adjusted)
 $             1,615
 $              1,714
 
 $        4,986
 $     5,278
Tax equivalent adjustment
                   386
                    434
 
            1,235
            1,301
Interest and dividend income from investment securities
         
   and interest bearing deposits at banks (tax equivalent basis)
 $             2,001
 $              2,148
 
 $        6,221
 $     6,579
           
Interest and fees on loans (non-tax adjusted)
 $             7,248
 $              7,094
 
 $      21,416
 $   21,200
Tax equivalent adjustment
                   309
                    269
 
               910
            771
Interest and fees on loans (tax equivalent basis)
 $             7,557
 $              7,363
 
 $      22,326
 $   21,971
           
Total interest income
 $             8,863
 $              8,808
 
 $      26,402
 $   26,478
Total interest expense
                1,218
                 1,234
 
            3,609
        3,742
Net interest income
                7,645
                 7,574
 
         22,793
      22,736
Total tax equivalent adjustment
                   695
                    703
 
            2,145
        2,072
Net interest income (tax equivalent basis)
 $             8,340
 $              8,277
 
 $      24,938
 $   24,808
 
The following table shows the tax-equivalent effect of changes in volume and rate on interest income and expense (in thousands):

Analysis of Changes in Net Interest Income on a Tax-Equivalent Basis (1)
 
 Three months ended September 30, 2015 vs. 2014 (1)
 Nine months ended September 30, 2015 vs. 2014 (1)
 
 Change in
 Change
 Total
 Change in
 Change
 Total
 
 Volume
 in Rate
 Change
 Volume
 in Rate
 Change
Interest Income:
           
Short-term investments:
           
  Interest-bearing deposits at banks
 $              (2)
 $               (1)
 $            (3)
 $           3
 $             3
 $            6
Interest bearing time deposits at banks
                   12
 (1)
11
47
 (1)
46
Investment securities:
           
  Taxable
                  (25)
                   13
 (12)
 (199)
             (17)
 (216)
  Tax-exempt
                  (41)
              (102)
 (143)
66
           (260)
 (194)
Total investments
                  (66)
 (89)
 (155)
 (133)
           (277)
 (410)
Loans:
           
  Residential mortgage loans
                  (77)
                (86)
 (163)
           (188)
           (203)
           (391)
  Construction
                   65
3
                   68
              87
              20
            107
  Commercial & agricultural loans
                 351
               (176)
                 175
            580
           (348)
            232
  Loans to state & political subdivisions
                 162
                (41)
                 121
            554
           (103)
            451
  Other loans
 (5)
                  (2)
 (7)
             (36)
 (8)
 (44)
Total loans, net of discount
                 496
              (302)
                 194
            997
           (642)
            355
Total Interest Income
                 440
              (393)
                   47
            914
           (917)
 (3)
Interest Expense:
           
Interest-bearing deposits:
           
  NOW accounts
                   10
                   3
                   13
              30
                2
32
  Savings accounts
                     4
                   1
5
              13
                5
18
  Money Market accounts
                     8
                   5
                   13
              29
              14
43
  Certificates of deposit
                  (12)
                (67)
 (79)
             (90)
           (206)
 (296)
Total interest-bearing deposits
                   10
                (58)
 (48)
             (18)
           (185)
 (203)
Other borrowed funds
                   24
                   8
                   32
             (51)
            121
70
Total interest expense
                   34
                (50)
 (16)
             (69)
             (64)
 (133)
Net interest income
 $              406
 $            (343)
 $                63
 $         983
 $        (853)
 $         130
             
(1) The portion of the total change attributable to both volume and rate changes, which can not be separated, has been
 
      allocated proportionally to the change due to volume and the change due to rate prior to  allocation.
 
 
 
35

 
 
Tax equivalent net interest income increased from $24,808,000 for the nine month period ended September 30, 2014 to $24,938,000 for the nine month period ended September 30, 2015, an increase of $130,000. The tax equivalent net interest margin decreased from 3.85% for the first nine months of 2014 to 3.78% in 2015.
 
Total tax equivalent interest income for the 2015 nine month period decreased $3,000 as compared to the 2014 nine month period. This decrease was primarily a result of a decrease of $917,000 due to a change in rate, as the yield on interest earning assets decreased from 4.43% to 4.32% or 11 basis points for the comparable periods. This decrease was offset by an increase of $914,000 as a result of an increase in the average balance of interest earning assets of $22.2 million for the comparable periods. While the Bank has been able to add interest earning assets, the new assets are priced at lower rates than assets that have matured due to the prolonged low interest rate environment and additional competition in our markets. Additionally, assets repriced at lower rates during the 2015 period.
 
Tax equivalent investment income for the nine months ended September 30, 2015 decreased $410,000 over the same period last year. The primary causes of the decrease were a decrease in the average outstanding balance of taxable securities and a decrease in the yield earned on tax exempt securities.
 
·  
The average balance of taxable securities decreased by $15.9 million which resulted in a decrease in investment income of $199,000. The reason there was such a decrease in the average balance of taxable securities was due to less than favorable investment opportunities.
 
·  
The yield on tax-exempt securities decreased 35 basis points from 5.28% to 4.93%, which corresponds to a decrease in interest income of $260,000. The yield decrease was due to the amount of purchases we made in the current low interest rate environment. For a discussion of the Company’s current investment strategy, see the “Financial Condition – Investments”.  Offsetting this decrease, the average balance of tax-exempt securities increased $1.6 million resulting in an increase in investment income of $66,000.
 
The purchase of tax-exempt securities, along with municipal loans and investment tax credits, allows us to manage and reduce our effective tax rate as well as increase the overall after-tax yield on our interest earning assets.
 
Total loan interest income increased $355,000 for the nine months ended September 30, 2015 compared to the same period last year.
 
·  
The average balance of state and political subdivision loans increased $16.8 million from a year ago. This had a positive impact of $554,000 on total interest income due to volume. Offsetting this increase, the yield decreased 22 basis points to 4.46%, which decreased loan interest income $103,000.
 
·  
The average balance of commercial and agricultural loans increased $15.7 million from a year ago. This had a positive impact of $580,000 on total interest income due to volume, which was offset by a decrease of $348,000 due to rate, as the yield earned decreased from 5.44% to 5.25% due to the continued low rate environment and increased competition.
 
·  
Interest income on residential mortgage loans decreased $391,000. The average balance of residential loans decreased $4.5 million from a year ago. This resulted in a decrease in loan interest income of $188,000. Additionally, the yield earned on residential loans decreased 15 basis points compared to 2014, which corresponds to a decrease in interest income of $203,000.
 
 
36

 
 
Total interest expense decreased $133,000 for the nine months ended September 30, 2015 compared with last year. A decrease of $64,000 was the result of a decrease in the average rate paid from 0.71% to 0.66%. The low interest rate environment prompted by the Federal Reserve had the effect of decreasing our rates paid on certificates of deposit. While the Company’s rates on deposit products are below its historical averages, we believe they are competitive with rates paid by other institutions in the marketplace.
 
·  
The average balance of interest bearing liabilities increased $16.8 million from September 30, 2014 to September 30, 2015. Increases were experienced in NOW accounts of $11.3 million, savings accounts of $14.1 million and money market accounts of $8.2 million. The cumulative effect of these increases was an increase in interest expense of $72,000. Certificates of deposit decreased $10.4 million, which resulted in a decrease in interest expense due to volume of $90,000. (see also “Financial Condition – Deposits”).
 
·  
There was a decrease in the average rate on certificates of deposit from 1.19% to 1.09% resulting in a decrease in interest expense of $206,000.
 
·  
Interest expense on other borrowed funds increased $70,000 over the same period last year. The primary cause of the increase was the average rate on other borrowed funds increasing 56 basis points resulting in an increase in interest expense of $121,000. The increase in rate on the other borrowed funds is a result of the significant amount of overnight borrowings that were outstanding during the 2014 period compared to the 2015 period. In the current rate environment, overnight borrowings have a lower rate than longer term borrowings. The average balance of other borrowed funds decreased $6.4 million resulting in a decrease in interest expense due to volume of $51,000.
 
Tax equivalent net interest income for the three months ended September 30, 2015 was $8,340,000 which compares to $8,277,000 for the same period last year.  This represents an increase of $63,000 or 0.8%.
 
Total tax equivalent interest income was $9,558,000 for the three month period ended September 30, 2015, compared with $9,511,000 for the comparable period last year, an increase of $47,000. The primary driver of this decrease was an increase in average balance of interest earning assets of $24.3 million, which corresponds to the increase we experienced on a year to date basis.
 
·  
Total loan interest income increased $194,000 compared to the same period last year. This was primarily due to an increase in volume of $37.1 million, which corresponds to a $496,000 increase in interest income. This was offset by a decrease in rate of 28 points from 5.47% to 5.19%, which corresponds to a decrease in loan interest income of $302,000.
 
·  
Total investment income decreased by $155,000 compared to same period last year.  This was due to a 42 point decrease in rate on tax exempt investments from 5.20% to 4.78%, which equates to a $102,000 decrease in income. In addition, there was a decrease in income of $41,000 as a result of a $3.2 million decrease in the average balance of tax exempt securities.
 
Total interest expense decreased $16,000 for the three months ended September 30, 2015 compared with last year as a result of a decrease in the average rate on interest-bearing liabilities of 4 basis points from 0.70% to 0.66%, accounting for a $50,000 decrease in interest expense. Interest expense increased $34,000 as a result of an increase in the average outstanding balance of interest bearing liabilities of $24.9 million.
 
Provision for Loan Losses
 
For the nine month period ending September 30, 2015, we recorded a provision for loan losses of $360,000, which represents a decrease of $120,000 from the $480,000 provision recorded in the corresponding nine months of last year. The provision was lower in 2015 than 2014 due to the improvement in the credit quality of the loan portfolio. see “Financial Condition – Allowance for Loan Losses and Credit Quality Risk”).
 
For the three months ending September 30, 2015, we recorded a provision of $120,000 compared to $150,000 in 2014. The provision was lower in 2015 than 2014 due to the improvement in the credit quality of the loan portfolio. see “Financial Condition – Allowance for Loan Losses and Credit Quality Risk”).

 
37

 
 
Non-interest Income
 
The following table shows the breakdown of non-interest income for the three and nine months ended September 30, 2015 and 2014 (dollars in thousands):
 
 
Nine months ended September 30,
Change
 
2015
2014
Amount
%
Service charges
 $                 3,058
 $               3,239
 $               (181)
                (5.6)
Trust
                       523
                     528
                      (5)
                (0.9)
Brokerage and insurance
                       563
                     398
                   165
               41.5
Gains on loans sold
                       183
                     110
                     73
               66.4
Investment securities gains, net
                       430
                     488
                    (58)
              (11.9)
Earnings on bank owned life insurance
                       464
                     366
                     98
               26.8
Other
                       327
                     337
                    (10)
                (3.0)
Total
 $                 5,548
 $               5,466
 $                  82
                 1.5
         
 
Three months ended September 30,
Change
 
2015
2014
Amount
%
Service charges
 $                 1,054
 $               1,098
 $                 (44)
                (4.0)
Trust
                       149
                     151
                      (2)
                (1.3)
Brokerage and insurance
                       181
                     141
                     40
               28.4
Gains on loans sold
                         85
                       40
                     45
             112.5
Investment securities gains, net
                       129
                     242
                  (113)
              (46.7)
Earnings on bank owned life insurance
                       158
                     124
                     34
               27.4
Other
                       109
                     128
                    (19)
              (14.8)
Total
 $                 1,865
 $               1,924
 $                 (59)
                (3.1)
 
Non-interest income for the nine months ended September 30, 2015 totaled $5,548,000, an increase of $82,000 when compared to the same period in 2014. During the first nine months of 2015, net investment security gains amounted to $430,000 compared to gains of $488,000 last year. We sold five agency securities for gains totaling $196,000, five mortgage backed securities in government sponsored entities for gains totaling $70,000, seven municipal bonds for gains totaling $99,000, a financial institution equity holding for a gain of $76,000 and a US Treasury note for a loss of $11,000 in order to take advantage of certain market conditions. In 2014, we sold seven agency securities for gains totaling $137,000, three mortgage backed securities in government sponsored entities for gains totaling $78,000, one municipal security for a gain of $172,000 and a portion of a financial institution equity holding for a gain of $101,000.
 
For the first nine months of 2015, account service charges totaled $3,058,000, a decrease of $181,000 or 5.6%, when compared to the same period in 2014. The decrease was associated with a $139,000 decrease attributable to fees charged to customers for non-sufficient funds and a $14,900 decrease in interchange revenue. This revenue source has been negatively impacted and is expected to continue to be negatively impacted by changes in regulations implemented as part of Dodd-Frank. The increase in earnings on bank owned life insurance of $98,000 is due to purchases of an additional $5.0 million of insurance made late in the fourth quarter of 2014. The increase in brokerage and insurance revenues of $165,000 in the current nine months is primarily due to sales to a new customer, with a large brokerage balance. The increase in gains on loans sold is due to an increase of 68.3% in the amount of loans sold in 2015 compared to 2014. During the first nine months of 2015, the Company received proceeds of $12.9 million from the sale of conforming loans compared to $7.7 million of proceeds for the comparable 2014 period.
 
For the three month period ended September 30, 2015, the changes experienced from the prior year correspond to the changes experienced for the nine month period. The decrease in revenue associated with non-sufficient funds continued into the third quarter, while increases related to brokerage, and earnings on bank owned life insurance continue and are consistent with year to date changes.

 
38

 
 
Non-interest Expense
 
The following tables reflect the breakdown of non-interest expense for the three and nine months ended September 30, 2015 and 2014 (dollars in thousands):
 
 
Nine months ended
   
 
September 30,
Change
 
 
2015
2014
Amount
%
Salaries and employee benefits
 $                 9,118
 $               8,600
 $                 518
                   6.0
Occupancy
                    1,064
                     967
                      97
                 10.0
Furniture and equipment
                       323
                     280
                      43
                 15.4
Professional fees
                       614
                     649
                    (35)
                 (5.4)
FDIC insurance
                       348
                     345
                        3
                   0.9
Pennsylvania shares tax
                       602
                     485
                    117
                 24.1
Merger and acquisition
                       405
                     237
                    168
                 70.9
ORE expenses
                       686
                     243
                    443
               182.3
Other
                    3,455
                  3,352
                    103
                   3.1
Total
 $               16,615
 $             15,158
 $              1,457
                   9.6
         
 
Three months ended
   
 
September 30,
Change
 
 
2015
2014
Amount
%
Salaries and employee benefits
 $                 3,069
 $               2,790
 $                 279
                 10.0
Occupancy
                       347
                     313
                      34
                 10.9
Furniture and equipment
                       108
                       86
                      22
                 25.6
Professional fees
                       202
                     207
                      (5)
                 (2.4)
FDIC insurance
                       116
                     116
                        -
                      -
Pennsylvania shares tax
                       201
                     101
                    100
                 99.0
Merger and acquisition
                       282
                     187
                      95
                 50.8
ORE expenses
                       328
                     106
                    222
               209.4
Other
                    1,199
                  1,161
                      38
                   3.3
Total
 $                 5,852
 $               5,067
 $                 785
                 15.5
 
Non-interest expenses increased $1,457,000 for the nine months ended September 30, 2015 compared to the same period in 2014. Salaries and employee benefits increased $518,000 or 6.0%. Merit increases effective at the beginning of 2015 and an increase in full time equivalent employees, as part of implementing the Bank’s strategic plan and opening a new branch, accounted for an increase in salaries and employee benefits of approximately $282,000. Health insurance related expenses increased $93,000 as a result of an increase in claims experience. Due to actuarial changes, pension expense has increased $141,000 in 2015 compared to the 2014 nine month period. As a result of the increase in brokerage and insurance revenues, commission expense has increased $59,000. Profit sharing expenses have decreased $100,000 compared to the comparable period of 2014.
 
The primary cause of the increases in occupancy and furniture and fixtures is the opening of the Mill Hall branch in the first quarter of 2015, which includes some one-time costs incurred as part of the opening. The increase in ORE expenses in 2015 is the result of $262,000 of write-downs on two OREO properties taken in the second and third quarters of 2015 due to updated appraisals, legal expenses related to OREO proceedings and paying real estate taxes. The increase in Pennsylvania shares tax expense is due to the fact that in 2014, the Bank received a tax credit that has not yet been granted in 2015 due to the Pennsylvania state budget impasse. The increase in merger and acquisition expenses is the result of merger with the First National Bank of Fredericksburg expected to close in the fourth quarter of 2015. The largest driver of the increase in other expenses is charge-offs related to fraudulent charges on our customers debit cards.

 
39

 
 
For the three months ended, September 30, 2015, non-interest expenses increased $785,000 when compared to the same period in 2014. ORE expenses increased $222,000 primarily due to $153,000 of ORE write-downs and paying real estate taxes. The increases in Pennsylvania shares tax and salaries and employee benefits correspond to the increases incurred on a year to date basis.

Provision for Income Taxes
 
The provision for income taxes was $2,200,000 for the nine month period ended September 30, 2015 compared to $2,655,000 for the same period in 2014.  The decrease is attributable to a decrease in income before the provision for income taxes of $1,198,000 and an increase in tax-exempt income as a proportion of total interest income. Through management of our municipal loan and bond portfolios, management is focused on minimizing our effective tax rate.  Our effective tax rate was 19.4% and 21.1% for the first nine months of 2015 and 2014, respectively, compared to the statutory rate of 34%.
 
For the three months ended September 30, 2015, the provision for income taxes was $681,000 compared to $913,000 for the same period in 2014. The decrease is attributable to the decrease in income before the provision for income taxes of $743,000 and an increase in tax-exempt income as a proportion of total interest income. Our effective tax rate was 19.3% and 21.3% for the three months ended September 30, 2015 and 2014, respectively, compared to the statutory rate of 34%.

We have invested in four limited partnership agreements that established low-income housing projects in our market areas. We anticipate recognizing an aggregate of $1.0 million of tax credits over the next seven years, with an additional $50,000 anticipated to be recognized during 2015.

Financial Condition
 
Total assets were $954.0 million at September 30, 2015, an increase of $29.0 million, or 3.1% from $925.0 million at December 31, 2014.  Cash and cash equivalents decreased $1.1 million to $10.3 million. Investment securities decreased to $300.6 million and net loans increased 5.2% to $576.0 million at September 30, 2015.  Total deposits increased $23.9 million to $797.8 million since year-end 2014, while borrowed funds increased $2.9 million to $44.7 million.

Cash and Cash Equivalents
 
Cash and cash equivalents totaled $10.3 million at September 30, 2015 compared to $11.4 million at December 31, 2014, a decrease of $1.1 million. Management actively measures and evaluates its liquidity position through our Asset–Liability Committee and believes its liquidity needs are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources including the Bank’s core deposits, Federal Home Loan Bank financing, federal funds lines with correspondent banks, brokered certificates of deposit and the portion of the investment and loan portfolios that mature within one year.  Management expects that these sources of funds will permit us to meet cash obligations and off-balance sheet commitments as they come due.
 
Investments
The following table shows the composition of the investment portfolio as of September 30, 2015 and December 31, 2014 (dollars in thousands):

 
September 30, 2015
December 31, 2014
 
Amount
%
Amount
%
Available-for-sale:
       
  U. S. Agency securities
 $              164,102
             54.6
 $        150,885
          49.3
  U. S. Treasury notes
                             -
                  -
               4,849
            1.6
  Obligations of state & political subdivisions
                   98,165
             32.7
           105,036
          34.3
  Corporate obligations
                   12,707
               4.2
             13,958
            4.6
  Mortgage-backed securities in government sponsored entities
                   23,899
               7.9
             29,728
            9.6
  Equity securities in financial institutions
                     1,757
               0.6
               1,690
            0.6
Total
 $              300,630
           100.0
 $        306,146
        100.0

 
40

 
 
 
September 30, 2015/ December 31, 2014
 
        Change
 
Amount
%
Available-for-sale:
   
  U. S. Agency securities
 $                13,217
               8.8
  U. S. Treasury notes
                    (4,849)
         (100.0)
  Obligations of state & political subdivisions
                    (6,871)
             (6.5)
  Corporate obligations
                    (1,251)
             (9.0)
  Mortgage-backed securities in government sponsored entities
                    (5,829)
           (19.6)
  Equity securities in financial institutions
                          67
               4.0
Total
 $                 (5,516)
             (1.8)
 
Our investment portfolio decreased by $5.5 million, or 1.8%, from December 31, 2014 to September 30, 2015.  During 2015, we purchased approximately $43.5 million of U.S. agency obligations, $15.0 million of state and local obligations and $218,000 of equity securities in financial institutions, which helped offset the $4.3 million of principal repayments and $35.2 million of calls and maturities that occurred during the nine month period. We also sold $23.6 million of various securities at a gain of $430,000. Excluding our short-term investments consisting of monies held primarily at the Federal Reserve for liquidity purposes, our investment portfolio for the nine month period ended September 30, 2015 yielded 2.74%, compared to 2.79% in the comparable period in 2014 on a tax equivalent basis.
 
During 2015, there were significant fluctuations in the yield on investments as a result of economic indicators, comments made by the Federal Reserve that have indicated a potential rise in short term rates in the near future, and turbulence in foreign markets.  As a result of this volatility and as a result of loan growth the Company experienced, a portion of the cash flows from the investment portfolio were utilized to fund the loan growth and were not reinvested in the bond market. For the investment cash flows that were reinvested, we monitored the trading ranges for various investment products and limited purchases to times when yields were in the top third of the trading range. Additionally, for the purchases made, the investment strategy in 2015 has been to purchase agency securities with maturities of less than five years and high quality municipal bonds with high coupons. The Bank believes it has appropriately mitigated its interest rate risk exposure in the event of rising interest rates, if they occur. Additionally, high coupon municipal bonds have less price volatility in rising rate scenarios than similar lower coupon bonds. We believe this strategy will enable us to reinvest cash flows in the next two to five years when and if investment opportunities improve.
 
Management continues to monitor the earnings performance and the liquidity of the investment portfolio on a regular basis.  Through active balance sheet management and analysis of the securities portfolio, the Company believes it maintains sufficient liquidity to satisfy depositor requirements and various credit needs of its customers.

Loans
 
The following table shows the composition of the loan portfolio as of September 30, 2015 and December 31, 2014 (dollars in thousands):
 
 
41

 
 
 
September 30,
December 31,
 
2015
2014
 
Amount
%
Amount
%
Real estate:
       
  Residential
 $          178,280
           30.6
 $         185,438
           33.5
  Commercial
             197,775
           33.9
            190,945
           34.5
  Agricultural
               36,156
             6.2
              24,639
             4.4
  Construction
               10,159
             1.7
                6,353
             1.1
Consumer
                 8,473
             1.5
                8,497
             1.5
Other commercial and agricultural loans
               64,712
           11.1
              58,516
           10.6
State & political subdivision loans
               87,454
           15.0
              79,717
           14.4
Total loans
             583,009
         100.0
            554,105
         100.0
Less allowance for loan losses
                 7,045
 
                6,815
 
Net loans
 $          575,964
 
 $         547,290
 
 
September 30, 2015/
   
 
 December 31, 2014
   
 
Change
   
 
Amount
%
   
Real estate:
       
  Residential
 $            (7,158)
           (3.9)
   
  Commercial
                 6,830
             3.6
   
  Agricultural
               11,517
           46.7
   
  Construction
                 3,806
           59.9
   
Consumer
                    (24)
           (0.3)
   
Other commercial and agricultural loans
                 6,196
           10.6
   
State & political subdivision loans
                 7,737
             9.7
   
Total loans
 $            28,904
             5.2
   
 
The Company’s lending is focused in the north central Pennsylvania market and the southern tier of New York.  The composition of our loan portfolio consists principally of retail lending, which includes single-family residential mortgages and other consumer lending, and commercial lending primarily to locally owned small businesses and area municipalities.  New loans are primarily direct loans to our existing customer base, with new customers generated by referrals from real estate brokers, building contractors, attorneys, accountants, existing customers and the efforts and expertise of our business development officers.
 
During the first nine months of 2015, the Company experienced growth in state and political subdivision loans, which increased $7.7 million or 9.7%, other commercial and agricultural loans, which increased $6.2 million or 10.6%, commercial real estate, which increased $6.8 million or 3.6%, agricultural real estate loans, which increased $11.5 million or 46.7% and construction loans, which increased $3.8 million, or 59.9%. We continue to experience growth in the Mill Hall branch that opened in February 2015, as loans outstanding for this branch have increased $11.2 million in 2015. The Company attributes the increase in state and political loans, other commercial and agricultural, commercial real estate and agricultural real estate loans to the Company’s experienced lenders and their ability to identify and meet the needs of our customers while providing growth opportunities for the Company’s loan portfolio.  We also look at commercial relationships as a way to obtain deposits from farmers, small businesses and municipalities throughout our market area. Commercial loan demand is subject to significant competitive pressures, the yield curve, the strength of the overall national, regional and local economies. The local economy has been impacted significantly by natural gas exploration activities, which are impacted by regulations and changes in the market price of natural gas. Due to the low price for natural gas exploration activities remained curtailed. We work closely with local municipalities and school districts to meet their needs that otherwise would be provided by the municipal bond market.
 
Residential real estate loans decreased $7.2 million during the first nine months of 2015. Loan demand for conforming mortgages, which the Company typically sells on the secondary market has increased in 2015 when compared to 2014. During the first nine months of 2015, $13.5 million of loans were originated, which compares to $8.1 million originated during the same period in 2014. It should be noted that through September 30, 2015 and 2014, that $1.8 million and $3.1 million, respectively, of conforming mortgages were not sold, but were instead maintained in the Bank’s loan portfolio. For loans sold on the secondary market, the Company recognizes fee income for servicing these sold loans, which is included in non-interest income.  Management continues to build technologies which make it easier and more efficient for customers to choose the Company for their mortgage needs.

 
42

 
 
Allowance for Loan Losses
 
The allowance for loan losses is maintained at a level which in management’s judgment is adequate to absorb probable future loan losses inherent in the loan portfolio.  The provision for loan losses is charged against current income.  Loans deemed not collectable are charged-off against the allowance while subsequent recoveries increase the allowance.  The following table presents an analysis of the allowance for loan losses and non-performing loans and assets as of and for the nine months ended September 30, 2015 and for the years ended December 31, 2014, 2013, 2012 and 2011 (dollars in thousands):

 
September 30,
December 31,
 
2015
2014
2013
2012
2011
Balance
         
  at beginning of period
 $          6,815
 $          7,098
 $          6,784
 $          6,487
 $          5,915
Charge-offs:
         
  Real estate:
         
     Residential
                  34
                  97
                  17
                  95
                101
     Commercial
                  56
                516
                  62
                    2
                  29
     Agricultural
                     -
                     -
                     -
                     -
                     -
  Consumer
                  35
                  47
                  54
                  54
                  71
  Other commercial and agricultural loans
                  41
                250
                    1
                  21
                    6
Total loans charged-off
                166
                910
                134
                172
                207
Recoveries:
         
  Real estate:
         
     Residential
                     -
                     -
                    5
                     -
                     -
     Commercial
                  11
                  15
                    5
                    9
                  15
     Agricultural
                     -
                     -
                     -
                     -
                     -
  Consumer
                  25
                  27
                  33
                  33
                  57
  Other commercial and agricultural loans
                     -
                     -
                     -
                    7
                  32
Total loans recovered
                  36
                  42
                  43
                  49
                104
Net loans charged-off
                130
                868
                  91
                123
                103
Provision charged to expense
                360
                585
                405
                420
                675
Balance at end of year
 $          7,045
 $          6,815
 $          7,098
 $          6,784
 $          6,487
           
Loans outstanding at end of period
 $      583,009
 $      554,105
 $      540,612
 $      502,463
 $      487,509
Average loans outstanding, net
 $      567,273
 $      540,541
 $      516,748
 $      496,822
 $      474,972
Non-performing assets:
         
    Non-accruing loans
 $          6,319
 $          6,599
 $          8,097
 $          8,067
 $          9,165
    Accrual loans - 90 days or more past due
                668
                836
                697
                506
                275
      Total non-performing loans
 $          6,987
 $          7,435
 $          8,794
 $          8,573
 $          9,440
    Foreclosed assets held for sale
             1,429
             1,792
             1,360
                616
                860
      Total non-performing assets
 $          8,416
 $          9,227
 $        10,154
 $          9,189
 $        10,300
           
Annualized net charge-offs to average loans
0.03%
0.16%
0.02%
0.02%
0.02%
Allowance to total loans
1.21%
1.23%
1.31%
1.35%
1.33%
Allowance to total non-performing loans
100.83%
91.66%
80.71%
79.13%
68.72%
Non-performing loans as a percent of loans
         
   net of unearned income
1.20%
1.34%
1.63%
1.71%
1.94%
Non-performing assets as a percent of loans
       
  net of unearned income
1.44%
1.67%
1.88%
1.83%
2.11%
 
Management believes it uses the best information available when estimating the allowance for loan losses and that the allowance for loan losses is adequate as of September 30, 2015.  However, future adjustments could be required if circumstances differ substantially from assumptions and estimates used in making the initial determination.  A prolonged downturn in the economy, high unemployment rates, significant changes in the value of collateral and delays in receiving financial information from borrowers could result in increased levels of non-performing assets, charge-offs, loan loss provisions and reduction in income. Additionally, bank regulatory agencies periodically examine the Bank’s allowance for loan losses.  The banking agencies could require the recognition of additions to the allowance for loan losses based upon their judgment of information available to them at the time of their examination.

 
43

 
 
On a monthly basis, problem loans are identified and updated primarily using internally prepared past due reports.  Based on data surrounding the collection process of each identified loan, the loan may be added or deleted from the monthly watch list.  The watch list includes loans graded special mention, substandard, doubtful, and loss, as well as additional loans that management may choose to include.  Watch list loans are continually monitored going forward until satisfactory conditions exist that allow management to upgrade and remove the loan.  In certain cases, loans may be placed on non-accrual status or charged-off based upon management’s evaluation of the borrower’s ability to pay.  All commercial loans, which include commercial real estate, agricultural real estate, state and political subdivision loans and other commercial loans, on non-accrual are evaluated quarterly for impairment.

The balance in the allowance for loan losses was $7,045,000 or 1.21% of total loans as of September 30, 2015 as compared to $6,815,000 or 1.23% of loans as of December 31, 2014.  The $230,000 increase is a result of a $360,000 provision for the first nine months offset by net charge-offs of $130,000. The following table shows the distribution of the allowance for loan losses and the percentage of loans compared to total loans by loan category as of September 30, 2015 and December 31, 2014, 2013, 2012 and 2011 (dollars in thousands):

 
September 30
December 31
 
2015
2014
 
2013
 
2012
2011
 
Amount
%
Amount
%
Amount
%
Amount
%
Amount
%
Real estate loans:
                   
  Residential
 $    913
    30.6
 $    878
    33.5
 $    946
    34.6
 $    875
    35.4
 $    805
    37.7
  Commercial, agricultural
    3,803
    40.1
    3,870
    38.9
    4,558
    39.8
    4,437
    38.8
    4,132
    37.9
  Construction
         17
      1.7
         26
      1.1
         50
      1.7
         38
      2.4
         15
      1.7
Consumer
         91
      1.5
         84
      1.5
       105
      1.7
       119
      2.1
       111
      2.2
Other commercial and agricultural loans
    1,445
    11.1
    1,224
    10.6
       942
    10.0
       728
      9.5
       674
      9.1
State & political subdivision loans
       586
    15.0
       545
    14.4
       330
    12.2
       271
    11.8
       235
    11.4
Unallocated
       190
 N/A
       188
 N/A
       167
 N/A
       316
 N/A
       515
 N/A
Total allowance for loan losses
 $ 7,045
  100.0
 $ 6,815
  100.0
 $ 7,098
  100.0
 $ 6,784
  100.0
 $ 6,487
  100.0
 
As a result of previous loss experiences and other risk factors utilized in determining the allowance, the Bank’s allocation of the allowance does not directly correspond to the actual balances of the loan portfolio. While commercial and agricultural real estate total 40.1% of the loan portfolio, 52.2% of the allowance is assigned to this segment of the loan portfolio as these loans have more inherent risks than residential real estate or loans to state and political subdivisions.
 
The following table identifies amounts of loans contractually past due 30 to 89 days and non-performing loans by loan category, as well as the change from December 31, 2014 to September 30, 2015 in non-performing loans(dollars in thousands). Non-performing loans include those loans that are contractually past due 90 days or more and non-accrual loans. Interest does not accrue on non-accrual loans.  Subsequent cash payments received are applied to the outstanding principal balance or recorded as interest income, depending upon management's assessment of its ultimate ability to collect principal and interest.
 
 
44

 
 
 
September 30, 2015
 
December 31, 2014
   
Non-Performing Loans
   
Non-Performing Loans
 
30 - 89 Days
       
30 - 89 Days
     
 
Past Due
90 Days Past
Non-
Total Non-
 
Past Due
90 Days Past
Non-
Total Non-
(in thousands)
 Accruing
Due Accruing
accrual
Performing
 
 Accruing
Due Accruing
accrual
Performing
Real estate:
                 
  Residential
 $     1,034
 $           409
 $    794
 $       1,203
 
 $       1,089
 $             346
 $       828
 $       1,174
  Commercial
           302
                60
4,441
4,501
 
            147
               310
5,010
5,320
  Agricultural
           208
                   -
            -
                  -
 
                -
                   -
              -
                  -
Consumer
             41
                   -
         52
52
 
              75
                   6
            47
               53
Other commercial and
                 
   agricultural loans
           421
              199
1,032
1,231
 
            761
               174
714
888
Total nonperforming loans
 $     2,006
 $           668
 $ 6,319
 $       6,987
 
 $     2,072
 $           836
 $   6,599
 $       7,435

 
Change in Non-Performing Loans
 
 September 30, 2015 /December 31, 2014
(in thousands)
Amount
%
Real estate:
   
  Residential
 $          29
               2.5
  Commercial
          (819)
            (15.4)
  Agricultural
                -
 N/A
Consumer
              (1)
              (1.9)
Other commercial and
   
   agricultural loans
           343
             38.6
Total nonperforming loans
 $       (448)
              (6.0)
 
For the nine month period ending September 30, 2015, we recorded a provision for loan losses of $360,000, which compares to $480,000 for the same time period in 2014. Non-performing loans decreased $448,000 or 6.0%, from December 31, 2014 to September 30, 2015, primarily due to loans charged off and loan payments. Approximately 62.0% of the Bank’s non-performing loans at September 30, 2015 are associated with the following three customer relationships:

·  
A commercial customer with a total loan relationship of $3.3 million secured by 164 residential properties was considered non-accrual as of September 30, 2015. In the first quarter of 2011, the Company and borrower entered into a forbearance agreement to restructure the debt. In July of 2013, the customer filed for bankruptcy under Chapter 11 and a Trustee was appointed in January of 2014. In 2015, the Trustee has decreased the loan payments below what was agreed to in the forbearance agreement. This decrease is currently being litigated in bankruptcy court. As a result of the decrease, the relationship has become more than 90 days past due. In the second quarter of 2015, 25 appraisals were completed and management observed an additional 20 properties. These items did not note any significant change in collateral values. We continue to monitor the bankruptcy proceedings to identify potential changes in the customer’s operations and the impact these would have on the loan payments for our loans to the customer and the underlying collateral that supports these loans. As of September 30, 2015, there is no specific reserve for this relationship.
·  
A commercial customer with a relationship of approximately $435,000, after a charge-off of $463,000 during the second quarter of 2014, secured by commercial real estate was considered non-accrual as of September 30, 2015. The current economic conditions have significantly impacted the cash flows from the customer’s activities. Management reviewed the collateral and in the second quarter of 2014 charged-off of a portion of the balance associated with this customer, which was based on the appraised value of collateral and as a result there is no specific reserve as of September 30, 2015.
·  
A commercial customer with a relationship of approximately $557,000 secured by vacant real estate, equipment and accounts receivable was considered non-accrual as of September 30, 2015. The slowdown in the exploration for natural gas has significantly impacted the cash flows of the customer. Management reviewed the collateral and there is a specific reserve of $30,000 as of September 30, 2015.

Management of the Bank believes that the allowance for loan losses is adequate, which is based on the following factors:
 
·  
One loan relationship comprises 47.8% of the non-performing loan balance, whose debt is well collateralized as of September 30, 2015.
 
 
45

 
 
·  
Net and gross charge-offs have returned to their low historical rate of .03% on an annualized basis in the first half of 2015.
·  
Real estate values in the Bank’s primary market area have remained stable. Additionally, our primary market area is predominately centered in a natural gas exploration and drilling area, and while the activities associated with this exploration are cyclical, it has provided a positive impact on the value of local real estate.
 
Bank Owned Life Insurance
 
The Company purchased bank owned life insurance to offset future employee benefit costs.  As of September 30, 2015, the cash surrender value of this life insurance is $20,773,000, which has resulted in income recognized in the first nine months of 2015 of $464,000 compared to $366,000 during the comparable period in 2014. The use of life insurance policies provides the Bank with an asset that will generate earnings to partially offset the current costs of benefits and eventually (at the death of the individuals) provides partial recovery of cash outflows associated with the benefits.
 
Effective January 1, 2015, the Company restructured the agreements so that any death benefits received from a policy while the insured person is an active employee of the Bank will be split with the beneficiary of the policy.  Under the restructured agreements, the employee’s beneficiary will be entitled to receive 50% of the net amount at risk from the proceeds.  The net amount at risk is the total death benefit payable less the cash surrender value of the policy as of the date of death.

Premises and Equipment
 
Premises and equipment increased from $12.4 million at December 31, 2014 to $12.5 million at September 30, 2015. This occurred primarily as a result of costs associated with the construction of our branch in Mill Hall, which opened in February 2015.

Deposits
 
The following table shows the composition of deposits as of September 30, 2015 and December 31, 2014 (dollars in thousands):

 
September 30,
December 31,
 
2015
2014
 
Amount
%
Amount
%
Non-interest-bearing deposits
 $                    106,957
13.4
 $          95,526
          12.3
NOW accounts
                       223,719
28.0
           226,038
          29.2
Savings deposits
                       119,358
15.0
           108,252
          14.0
Money market deposit accounts
                       100,612
12.6
             95,350
          12.3
Certificates of deposit
                       247,202
31.0
           248,767
          32.2
Total
 $                    797,848
100.0
 $        773,933
        100.0
         
 
September 30,  2015/
   
 
 December 31, 2014
   
 
        Change
   
 
Amount
%
   
Non-interest-bearing deposits
 $                      11,431
12.0
   
NOW accounts
                          (2,319)
 (1.0)
   
Savings deposits
                         11,106
10.3
   
Money market deposit accounts
                           5,262
5.5
   
Certificates of deposit
                          (1,565)
 (0.6)
   
Total
 $                      23,915
3.1
   
 
Deposits increased $23.9 million since December 31, 2014. The largest driver of this increase was due to deposits from local municipalities, as they increased $22.2 million across various product types. This growth was driven by obtaining new customers and the receipt of ACT 13 impact fees, which are fees collected by Pennslyvania, on behalf of local municipalities, as a result of the exploration for natural gas. The decrease in NOW accounts was driven by a decrease in our senior checking product, the settlement of a large estate and a general decrease in business NOW accounts. Similar to the prior year, as CD’s mature, some customers are converting the balances to other deposits accounts at the bank. This is occurring as customers are seeking more liquidity during this low rate environment. The Bank currently does not have any outstanding brokered certificates of deposit.

 
46

 
 
Borrowed Funds
 
Borrowed funds increased $2.9 million during the first nine months of 2015. The increase was the result of borrowing $4.7 million from the FHLB on a long term basis and $2.0 million on a short term basis. These borrowings were offset by repaying $3.7 million of overnight borrowings from the FHLB. Additionally, there was a decrease of approximately $178,000 in the balances outstanding under repurchase agreements. The Bank’s current strategy for borrowings is to consider terms and structures to manage interest rate risk and liquidity in a potential rising interest rate environment. The Company's daily cash requirements or short-term investments are primarily met by using the financial instruments available through the Federal Home Loan Bank of Pittsburgh.
 
In December 2003, the Company formed a special purpose entity, Citizens Financial Statutory Trust I (“the Entity”), to issue $7,500,000 of floating rate obligated mandatory redeemable securities as part of a pooled offering.  The rate is determined quarterly based on the 3 month LIBOR plus 2.80%.  The Entity may redeem them, in whole or in part, at face value at any time.  The Company borrowed the proceeds of the issuance from the Entity in December 2003 in the form of a $7,500,000 note payable, which is included within “Borrowed Funds” in the liabilities section of the Company’s balance sheet. Under current accounting rules, the Company’s minority interest in the Entity was recorded at the initial investment amount and is included in the other assets section of the balance sheet.  The Entity is not consolidated as part of the Company’s Consolidated Financial Statements.

Stockholders’ Equity
 
We evaluate stockholders’ equity in relation to total assets and the risks associated with those assets.  The greater the capital resource, the more likely a corporation will meet its cash obligations and absorb unforeseen losses.  For these reasons, capital adequacy has been, and will continue to be, of paramount importance. As such, the Company has implemented policies and procedures to ensure that it has adequate capital levels. As part of this process, we routinely stress test our capital levels and identify potential risk and alternative sources of additional capital should the need arise.
 
Total stockholders’ equity was $103.9 million at September 30, 2015 compared to $100.5 million at December 31, 2014, an increase of $3.4 million or 3.4%.  Excluding accumulated other comprehensive income stockholders’ equity increased $3.3 million, or 3.3%. The Company purchased 46,254 shares of treasury stock at a weighted average cost of $49.87 per share.  The Company reissued 3,956 shares as part of the dividend reinvestment program at a weighted average cost of $52.90, 3,340 shares as part of the restricted stock program at a weighted average cost of $52.42 and 1,206 shares as part of an incentive program at a weighted average cost of $52.90. In the first nine months of 2015, the Company had net income of $9.2 million and declared cash dividends of $4.0 million, or $1.32 per shares, representing a cash dividend payout ratio of 43.4%.
 
All of the Company’s investment securities are classified as available-for-sale, making this portion of the Company’s balance sheet more sensitive to the changing market value of investments. As a result of changes in the interest rate environment, accumulated other comprehensive income associated with the change in investment securities decreased $26,000 from December 31, 2014.

The Company and Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory-and possibly additional discretionary-actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company and Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under U.S. GAAP, regulatory reporting requirements, and regulatory capital standards. The Company and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 
47

 
 
Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios  of total and Tier 1 capital (as defined) to risk-weighted assets (as defined), common equity Tier 1 capital (as defined) to total risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). 7 Management believes, as of September 30, 2015 and December 31, 2014, that the Company and Bank meet all capital adequacy requirements to which they are subject.
 
As of September 30, 2015, and December 31, 2014, the Company and Bank are categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company must maintain minimum total risk-based capital, Tier 1 risk-based capital, common equity Tier 1 risk-based capital, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution's category.
 
The Company and Bank’s computed risk-based capital ratios are as follows (dollars in thousands):

 
Actual
For Capital Adequacy Purposes
To Be Well Capitalized Under Prompt Corrective Action Provisions
September 30, 2015
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total Capital (to Risk Weighted Assets):
Company
 $         110,645
18.67%
 $            47,406
8.00%
 $      59,258
10.00%
  Bank
 $         103,477
17.51%
 $            47,266
8.00%
 $      59,083
10.00%
             
Tier 1 Capital (to Risk Weighted Assets):
Company
 $         103,268
17.43%
 $            35,555
6.00%
 $      47,406
8.00%
  Bank
 $           96,240
16.29%
 $            35,450
6.00%
 $      47,266
8.00%
             
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Company
 $           95,768
16.16%
 $            26,666
4.50%
 $      38,517
6.50%
  Bank
 $           96,240
16.29%
 $            26,587
4.50%
 $      38,404
6.50%
             
Tier 1 Capital (to Average Assets):
Company
 $         103,268
10.99%
 $            37,582
4.00%
 $      46,978
5.00%
  Bank
 $           96,240
10.26%
 $            37,515
4.00%
 $      46,894
5.00%
             
December 31, 2014
           
Total Capital (to Risk Weighted Assets):
Company
 $         106,891
18.55%
 $            46,105
8.00%
 $      57,631
10.00%
  Bank
 $           97,498
16.97%
 $            45,969
8.00%
 $      57,462
10.00%
             
Tier 1 Capital (to Risk Weighted Assets):
Company
 $           99,692
17.30%
 $            23,053
4.00%
 $      34,579
6.00%
  Bank
 $           90,500
15.75%
 $            22,985
4.00%
 $      34,477
6.00%
             
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Company
 N/A
 N/A
 N/A
 N/A
 N/A
 N/A
  Bank
 N/A
 N/A
 N/A
 N/A
 N/A
 N/A
             
Tier 1 Capital (to Average Assets):
Company
 $           99,692
10.99%
 $            36,272
4.00%
 $      45,341
5.00%
  Bank
 $           90,500
10.00%
 $            36,218
4.00%
 $      45,273
5.00%

 
48

 
 
Off Balance Sheet Activities
 
Some financial instruments, such as loan commitments, credit lines, and letters of credit are issued to meet customer financing needs.  The contractual amount of financial instruments with off-balance sheet risk was as follows at September 30, 2015 and December 31, 2014 (in thousands):
 
 
September 30, 2015
December 31, 2014
Commitments to extend credit
 $       126,961
 $  108,951
Standby letters of credit
9,950
10,389
 
 $       136,911
 $      119,340
 
The increase in the amount of outstanding commitments to extend credit was driven by commitments to commercial and municipal interests in our local market area.
 
We also offer limited overdraft protection as a non-contractual courtesy which is available to demand deposit accounts in good standing. Overdraft charges as a result of ATM withdrawals and one time point of sale (non-recurring) transactions require prior approval of the customer. The non-contractual amount of financial instruments with off-balance sheet risk at September 30, 2015 and December 31, 2014 was $12,411,000 and $12,360,000, respectively.  The Company reserves the right to discontinue this service without prior notice.

Liquidity
 
Liquidity is a measure of the Company's ability to efficiently meet normal cash flow requirements of both borrowers and depositors.  To maintain proper liquidity, we use funds management policies, which include liquidity target ratios, along with our investment policies to assure we can meet our financial obligations to depositors, credit customers and stockholders.  Liquidity is needed to meet depositors' withdrawal demands, extend credit to meet borrowers' needs, provide funds for normal operating expenses and cash dividends, and to fund other capital expenditures.
 
Cash generated by operating activities, investing activities and financing activities influences liquidity management. Our Company's historical activity in this area can be seen in the Consolidated Statement of Cash Flows.  The most important source of funds is core deposits.  Repayment of principal on outstanding loans and cash flows created from the investment portfolio are also factors in liquidity management.  Other sources of funding include brokered certificates of deposit and the sale of loans or investments, if needed.
 
The Company's use of funds is shown in the investing activity section of the Consolidated Statement of Cash Flows, where the net loan activity is presented.  Other significant uses of funds include purchasing stock from the Federal Home Loan Bank (FHLB) of Pittsburgh, as well as capital expenditures.  Capital expenditures (including software purchases), during the first nine months of 2015 were $633,000, primarily related to our Mill Hall branch, compared to $555,000 during the same time period in 2014.
 
Short-term debt from the FHLB supplements the Bank’s availability of funds.  The Bank achieves liquidity primarily from temporary or short-term investments in the Federal Reserve and the FHLB.  The Bank has a maximum borrowing capacity at the FHLB of approximately $251.2 million, of which $31.4 million was outstanding at September 30, 2015. Additionally, we have a Federal funds line totaling $10.0 million from a third party bank at market rates.  This line is not drawn upon. We also have a borrower in custody line with the Federal Reserve Bank of approximately $8.2 million, which also is not drawn upon as of September 30, 2015. The Company continues to evaluate its liquidity needs and as necessary finds additional sources.

Citizens Financial Services, Inc. is a separate legal entity from the Bank and must provide for its own liquidity.  In addition to its operating expenses, Citizens Financial is responsible for paying any dividends declared to its shareholders.  Citizens Financial also has repurchased shares of its common stock.  Citizens Financial’s primary source of income is dividends received from the Bank.  Both federal and state laws impose restrictions on the ability of the Bank to pay dividends. In particular, the Bank may not, as a state-chartered bank which is a member of the Federal Reserve System, declare a dividend without approval of the Federal Reserve, unless the dividend to be declared by the Bank’s Board of Directors does not exceed the total of:  (i) the Bank’s net profits for the current year to date, plus (ii) its retained net profits for the preceding two current years, less any required transfers to surplus.  The Federal Reserve Board and the FDIC have formal and informal policies which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings, with some exceptions.  The Prompt Corrective Action Rules, described above, further limit the ability of banks to pay dividends, because banks which are not classified as well capitalized or adequately capitalized may not pay dividends and no dividend may be paid which would make the Bank undercapitalized after the dividend.  At September 30, 2015, Citizens Financial Services, Inc. (on an unconsolidated basis) had liquid assets of $5.8 million.

 
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Interest Rate and Market Risk Management
 
The objective of interest rate sensitivity management is to maintain an appropriate balance between the stable growth of income and the risks associated with maximizing income through interest sensitivity imbalances and the market value risk of assets and liabilities.
 
Because of the nature of our operations, we are not subject to foreign currency exchange or commodity price risk and, because we have no trading portfolio, we are not subject to trading risk. Currently, the Company has equity securities that represent only 0.6% of its investment portfolio and, therefore, equity risk is not significant.
 
The primary components of interest-sensitive assets include adjustable-rate loans and investments, loan repayments, investment maturities and money market investments.  The primary components of interest-sensitive liabilities include maturing certificates of deposit, IRA certificates of deposit and short-term borrowings.  Savings deposits, NOW accounts and money market investor accounts are considered core deposits and are not short-term interest sensitive (except for the top-tier money market investor accounts, typically help by local governments, which are paid current market interest rates).
 
Gap analysis, one of the methods used by us to analyze interest rate risk, does not necessarily show the precise impact of specific interest rate movements on our Company's net interest income because the re-pricing of certain assets and liabilities is discretionary and is subject to competitive and other pressures.  In addition, assets and liabilities within the same period may, in fact, be repaid at different times and at different rate levels.  We have not experienced the kind of earnings volatility that might be indicated from gap analysis.
 
The Company currently uses a computer simulation model to better measure the impact of interest rate changes on net interest income. We use the model as part of our risk management and asset liability management processes that we believe will effectively identify, measure, and monitor the Company’s risk exposure.  In this analysis, the Company examines the results of movements in interest rates with additional assumptions made concerning prepayment speeds on mortgage loans and mortgage securities.   Shock scenarios, which assume a parallel shift in interest rates and is instantaneous, typically have the greatest impact on net interest income. The following is a rate shock analysis and the impact on net interest income as of September 30, 2015 (dollars in thousands):

       
Change In
 % Change In
   
 Prospective One-Year
 
 Prospective
 Prospective
Changes in Rates
 
 Net Interest Income
 
Net Interest Income
 Net Interest Income
-100 Shock
 
 $                        29,598
 
 $                        (266)
                        (0.89)
Base
 
                           29,864
 
                                 -
                              -
+100 Shock
 
                           28,880
 
                           (984)
                        (3.29)
+200 Shock
 
                           28,130
 
                        (1,734)
                        (5.81)
+300 Shock
 
                           27,152
 
                        (2,712)
                        (9.08)
+400 Shock
 
                           26,097
 
                        (3,767)
                      (12.61)
 
The model makes estimates, at each level of interest rate change, regarding cash flows from principal repayments on loans and mortgage backed securities, call activity of other investment securities, and deposit selection, re-pricing and maturity structure.  Because of these assumptions, actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change on net interest income. Additionally, the changes above do not necessarily represent the level of change under which management would undertake specific measures to realign its portfolio in order to reduce the projected level of change. It should be noted that the changes in net interest income noted above are in line with Company policy for interest rate risk.

 
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Item 3-Quantitative and Qualitative Disclosure about Market Risk
 
In the normal course of conducting business activities, the Company is exposed to market risk, principally interest rate risk, through the operations of its banking subsidiary.  Interest rate risk arises from market driven fluctuations in interest rates that affect cash flows, income, expense and values of financial instruments and was discussed previously in this Form 10-Q.  Management and a committee of the Board of Directors manage interest rate risk (see also “Interest Rate and Market Risk Management”).

Item 4-Control and Procedures

(a) Disclosure Controls and Procedures
 
The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).  Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
 
(b) Changes to Internal Control over Financial Reporting
 
There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2015 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings
 
Management is not aware of any litigation that would have a material adverse effect on the consolidated financial position of the Company.  Any pending proceedings are ordinary, routine litigation incidental to the business of the Company and its subsidiary.  In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company and its subsidiary by government authorities.

Item 1A – Risk Factors
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1.A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition or future results. At September 30, 2015 the risk factors of the Company have not changed materially from those reported in our Annual Report on Form 10-K.  However, the risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares
(or units Purchased)
Average Price
Paid per
Share (or Unit)
Total Number of Shares (or Units)
Purchased as Part of Publicly
Announced Plans of Programs
Maximum Number (or Approximate
Dollar Value) of Shares (or Units)
that May Yet Be Purchased Under
the Plans or Programs (1)
7/1/15 to 7/31/15
                                  -
$0.00
                                           -
54,213
8/1/15 to 9/31/15
                        16,887
$48.55
                                 16,887
37,326
9/1/15 to 9/30/15
                        10,579
$47.15
                                 10,579
26,747
Total
                        27,466
$48.01
                                 27,466
26,747
 
(1)  
On January 17, 2012, the Company announced that the Board of Directors authorized the Company to repurchase up to an additional 140,000 shares.  The repurchases will be conducted through open-market purchases or privately negotiated transactions and will be made from time to time depending on market conditions and other factors.  No time limit was placed on the duration of the share repurchase program.  Any repurchased shares will be held as treasury stock and will be available for general corporate purposes.
 
Item 3 - Defaults Upon Senior Securities
 
Not applicable.

Item 4 – Mine Safety Disclosure
 
Not applicable.

Item 5 - Other Information
 
None

Item 6 - Exhibits
 
(a)  The following documents are filed as a part of this report:
   
 
3.1
 
Articles of Incorporation of Citizens Financial Services, Inc., as amended (1)
 
 
3.2
 
Bylaws of Citizens Financial Services, Inc.(2)
 
 
4.1
 
Form of Common Stock Certificate.(3)
 
 
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
 
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
 
32.1
 
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
 
101 **
 
The following materials from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) The Consolidated Balance Sheet (unaudited), (ii) the Consolidated Statement of Income (unaudited), (iii) the Consolidated Statement of Comprehensive Income (unaudited), (iv) the Consolidated Statement of Cash Flows (unaudited) and (v) related notes (unaudited).
 


(1) Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as filed with the Commission on May 12, 2010.
(2) Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed with the Commission on December 24, 2009.
(3) Incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the Commission on March 14, 2006.
 
** Furnished, not filed.


 
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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  Citizens Financial Services, Inc.  
       
November 5, 2015
By:
/s/ Randall E. Black  
    Randall E. Black  
   
President and Chief Executive Officer
(Principal Executive Officer)
 
       
 
     
       
November 5, 2015
By:
/s/ Mickey L. Jones  
    Mickey L. Jones  
   
Chief Financial Officer
(Principal Accounting Officer)
 
       

 

 
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