Penns Woods Bancorp, Inc. Annual Report 2012

Plain-text annual report

JSSB1004_CVR1_2012.pdf 1 3/26/13 11:47 AM C M Y CM MY CY CMY K PENNS WOODS BANCORP, INC. Parent Company of Jersey Shore State Bank Penns Woods Bancorp, Inc. P.O. Box 967 300 Market Street Williamsport, PA 17703-0967 2012 Annual Report & Form 10-K JSSB1004_CVR2_2012.pdf 1 3/26/13 11:42 AM Jersey Shore State Bank Locations CLINTON COUNTY LYCOMING COUNTY MISSION to be the most significant regional community bank JERSEY SHORE LOCK HAVEN • • MILL HALL CENTRE COUNTY • ZION • SPRING MILLS • CENTRE HALL • STATE COLLEGE • MONTOURSVILLE • WILLIAMSPORT • DUBOISTOWN • MONTGOMERY Y MONTOUR COUNTY • DANVILLE C M Y CM MY CY CMY K TABLE OF CONTENTS Letter to Shareholders ............................................................................................................... Three Year Financial Highlights................................................................................................ Consolidated Balance Sheet...................................................................................................... Consolidated Statement of Income ........................................................................................... Consolidated Statement of Comprehensive Income ................................................................. Consolidated Statement of Changes in Shareholders’ Equity................................................... Consolidated Statement of Cash Flows .................................................................................... Notes to Consolidated Financial Statements............................................................................. 2 3 4 5 6 6 7 8 Report of Independent Auditors................................................................................................ 32 Management’s Discussion and Analysis ................................................................................... 33 Form 10-K................................................................................................................................. 48 Management and Board of Directors........................................................................................ 68 Ofﬁces of Jersey Shore State Bank ........................................................................................... 69 JSSB1004.indd 1 1 3/20/13 2:15 PM Dear Shareholders, The past year was a record year for Penns Woods Bancorp, Inc. in large part due to our focus on building core deposits and acquiring high quality loans. This has not only allowed us to achieve enormous success ﬁnancially but also enabled us to move forward with the company’s franchise expansion plans. Financial Highlights Penns Woods Bancorp, Inc. continued to return strong results in 2012. Highlights from the period ending December 31, 2012 include: Twelve Months Ended Dec 31, 2012 Twelve Months Ended Dec 31, 2011 % Change Net Income Basic & Diluted EPS Operating Earnings Total Deposits Core Deposits Net Loans Net Loans Total Assets Total Assets $13,850 $3.61 $12,893 $642,026 $472,675 $ $504,615 $ $856,535 $12,362 $3.22 $11,952 $581,664 $409,143 $428,805 $763,953 12.0% 12.1% 7.9% 10.4% 15.5% 17.7% 12.1% Mortgage D Mortgage Division Reaches New Levels The past ye The past year saw the mortgage division of the company reach new heights. The division realized n realized new record volume levels with 674 units and $88,900,000 in closed mortgages, while ach while acheiveing its highest annual revenue since the division was established in 1981. During 20 During 2012 the mortgage division was recognized with the Pennsylvania Housing Finance A Finance Agency Award of Excellence as a Top Performing Lender in Pennsylvania, the Top Home Top Homestead lender, and Top New Construction Lender in Pennsylvania. Plans are in plac in place to continue to strategically grow this division of the company by adding new new market areas, implementing technology improvements, as well as adding new per personnel. Pe Personnel a Top Priority O Our people are the reason we have realized record levels of success during the la last year. With this success we must continue to reward and recognize our e employees for their hard work and dedication. We have established improved e employee bonus and compensation programs, while working to launch new training initiatives such as our new Leadership development program Leadership Is! We thank you for making Penns Woods Bancorp, Inc. your investment choice and want you to also make JSSB, JSSB Financial Services, JSSB Insurance Services, and JSSB Mortgage Services your choice to help you meet all your ﬁnancial needs. Sincerely, Richard A. Grafmyre, CFP® President & CEO 2 Three Year Financial Highlights DILUTED EARNINGS PER SHARE $4.00 3.50 3.22 3.00 2.85 3.61 2.50 2.00 1.50 1.00 RETURN ON AVERAGE EQUITY (Percent) 20.00 17.00 16.60 15.30 15.36 14.00 11.00 8.00 5.00 DIVIDENDS PER SHARE 1.84 1.84 1.88 $2.00 1.75 1.50 1.25 1.00 ’10 ’11 ’12 ’10 ’11 ’12 ’10 ’11 ’12 YEAR-END DEPOSITS (In Millions) RETURN ON AVERAGE ASSETS (Percent) YEAR-END LOANS (In Millions) 642 582 $675 600 525 518 450 1.69 1.70 1.56 2.00 1.70 1.40 1.10 0.80 0.50 505 436 416 $500 500 450 400 350 ’10 ’11 ’12 ’10 ’11 ’12 ’10 ’11 ’12 JSSB1004.indd 3 3 3/20/13 2:15 PM Penns Woods Bancorp, Inc. Consolidated Balance Sheet (In Thousands, Except Share Data) December 31, 2012 2011 ASSETS: Noninterest-bearing balances............................................................................................ Interest-bearing deposits in other ﬁnancial institutions .................................................... Total cash and cash equivalents.................................................................................... Investment securities available for sale, at fair value........................................................ Investment securities held to maturity, (fair value of $0 and $55).................................... Loans held for sale ............................................................................................................ Loans................................................................................................................................. Allowance for loan losses ................................................................................................. Loans, net..................................................................................................................... $ 12,695 $ 2,447 15,142 289,316 - 3,774 512,232 (7,617) 504,615 13,829 56 13,885 270,097 54 3,787 435,959 (7,154) 428,805 Premises and equipment, net............................................................................................. Accrued interest receivable ............................................................................................... Bank-owned life insurance................................................................................................ Investment in limited partnerships.................................................................................... Goodwill ........................................................................................................................... Deferred tax asset.............................................................................................................. Other assets ....................................................................................................................... TOTAL ASSETS.............................................................................................................. 8,348 4,099 16,362 2,883 3,032 4,731 4,233 $ 856,535 7,707 3,905 16,065 3,544 3,032 7,991 5,081 $ 763,953 LIABILITIES: Interest-bearing deposits ................................................................................................... Noninterest-bearing deposits ............................................................................................ Total deposits................................................................................................................ Short-term borrowings...................................................................................................... Long-term borrowings, Federal Home Loan Bank (FHLB) ............................................. Accrued interest payable................................................................................................... Other liabilities.................................................................................................................. TOTAL LIABILITIES............................................................................................... SHAREHOLDERS’ EQUITY: Preferred stock, no par value, 3,000,000 shares authorized; no shares issued ................. Common stock, par value $8.33, 15,000,000 shares authorized; 4,019,112 and 4,017,677 shares issued........................................................................ Additional paid-in capital ................................................................................................. Retained earnings.............................................................................................................. Accumulated other comprehensive gain (loss): Net unrealized gain on available for sale securities ..................................................... Deﬁned beneﬁt plan ..................................................................................................... Treasury stock at cost, 180,596 shares.............................................................................. TOTAL SHAREHOLDERS’ EQUITY ......................................................................... $ 527,073 114,953 $ 470,310 111,354 642,026 33,204 76,278 366 10,935 762,809 - 33,492 18,157 43,030 10,164 (4,807) (6,310) 93,726 581,664 29,598 61,278 536 10,417 683,493 - 33,480 18,115 36,394 2,914 (4,133) (6,310) 80,460 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY ...................................... $ 856,535 $ 763,953 See accompanying notes to the consolidated ﬁnancial statements. 4 JSSB1004.indd 4 3/20/13 2:15 PM Penns Woods Bancorp, Inc. Consolidated Statement of Income (In Thousands, Except Per Share Data) Year Ended December 31, 2011 2010 2012 INTEREST AND DIVIDEND INCOME: Loans, including fees ....................................................................................... Investment securities: Taxable ........................................................................................................ Tax-exempt.................................................................................................. Dividend and other interest income ............................................................ TOTAL INTEREST AND DIVIDEND INCOME .......................................... INTEREST EXPENSE: Deposits............................................................................................................ Short-term borrowings..................................................................................... Long-term borrowings, FHLB ......................................................................... TOTAL INTEREST EXPENSE....................................................................... NET INTEREST INCOME .......................................................................... PROVISION FOR LOAN LOSSES................................................................. NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES..................................................................................... NON-INTEREST INCOME: Service charges ................................................................................................ Securities gains, net ......................................................................................... Bank-owned life insurance............................................................................... Gain on sale of loans........................................................................................ Insurance commissions .................................................................................... Brokerage commissions ................................................................................... Other ................................................................................................................ TOTAL NON-INTEREST INCOME .............................................................. NON-INTEREST EXPENSE: Salaries and employee beneﬁts ........................................................................ Occupancy........................................................................................................ Furniture and equipment.................................................................................. Pennsylvania shares tax.................................................................................... Amortization of investment in limited partnerships ........................................ Federal Deposit Insurance Corporation deposit insurance .............................. Other ................................................................................................................ TOTAL NON-INTEREST EXPENSE............................................................. INCOME BEFORE INCOME TAX PROVISION ..................................... INCOME TAX PROVISION ........................................................................... $ 25,372 $ 25,187 $ 25,513 5,940 5,429 366 37,107 3,645 137 2,429 6,211 30,896 2,525 28,371 1,894 1,285 670 1,386 1,357 912 2,596 10,100 11,762 1,270 1,452 674 661 468 5,736 22,023 16,448 2,598 5,677 5,260 252 36,376 4,566 202 2,888 7,656 28,720 2,700 26,020 2,021 621 599 1,130 933 997 1,918 8,219 10,479 1,262 1,379 689 661 525 4,969 19,964 14,275 1,913 5,584 5,059 206 36,362 6,055 265 3,548 9,868 26,494 2,150 24,344 2,177 173 636 949 970 965 1,589 7,459 10,214 1,240 1,264 677 693 737 4,667 19,492 12,311 1,382 NET INCOME ............................................................................................... $ 13,850 $ 12,362 $ 10,929 EARNINGS PER SHARE - BASIC ............................................................. $ 3.61 $ 3.22 $ 2.85 EARNINGS PER SHARE - DILUTED ....................................................... $ 3.61 $ 3.22 $ 2.85 WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC ................ WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED .......... 3,837,751 3,837,751 3,836,036 3,836,036 3,834,255 3,834,394 DIVIDENDS PER SHARE ........................................................................... $ 1.88 $ 1.84 $ 1.84 See accompanying notes to the consolidated ﬁnancial statements. JSSB1004.indd 5 5 3/20/13 2:15 PM Penns Woods Bancorp, Inc. Consolidated Statement of Comprehensive Income (In Thousands) 2012 Net Income ....................................................................................................... $ 13,850 Other comprehensive income (loss): Year Ended December 31, 2011 $ 12,362 2010 $ 10,929 Change in unrealized gain (loss) on available for sale securities ...................................................................................... Tax effect ........................................................................................... Net realized gain included in net income ................................................. Tax effect ........................................................................................... 12,270 (4,172) (1,285) 437 Amortization (accretion) of unrecognized pension and postretirement items ........................................................................... Tax effect ........................................................................................... 347 Total other comprehensive income (loss) ........................................................ 6,576 Comprehensive income .................................................................................... $ 20,426 (1,021) 16,060 (5,460) (621) 211 (2,606) (5,444) 1,851 (173) 59 (747) 886 8,470 $ 20,832 254 (4,200) $ 6,729 See accompanying notes to the consolidated ﬁnancial statements. Penns Woods Bancorp, Inc. Consolidated Statement of Changes In Shareholders’ Equity (In Thousands, Except Per Share Data) Balance, December 31, 2009 ........................ Comprehensive income: Net income .................................................. Other comprehensive loss ........................... Dividends declared, ($1.84 per share)........... Stock options exercised................................. Common shares issued for employee stock purchase plan ..................................... Purchase of treasury stock (1,568 shares)..... Balance, December 31, 2010 ........................ Comprehensive income: Net income .................................................. Other comprehensive income...................... Dividends declared, ($1.84 per share)........... Common shares issued for employee stock purchase plan ..................................... Balance, December 31, 2011 ........................ Comprehensive income: Net income .................................................. Other comprehensive income...................... Dividends declared, ($1.88 per share)........... Common shares issued for employee stock purchase plan ..................................... Balance, December 31, 2012 ........................ TOTAL TREASURY STOCK $ (6,264) SHAREHOLDERS’ EQUITY $ 66,916 COMMON STOCK SHARES 4,013,142 AMOUNT $ 33,443 ADDITIONAL PAID-IN CAPITAL $ 18,008 RETAINED EARNINGS $ 27,218 10,929 (7,056) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) $ (5,489) (4,200) 441 2,170 3 18 7 49 4,015,753 33,464 18,064 31,091 (9,689) (46) (6,310) 12,362 (7,059) 8,470 1,924 4,017,677 16 33,480 51 18,115 36,394 (1,219) (6,310) 13,850 (7,214) 6,576 10,929 (4,200) (7,056) 10 67 (46) 66,620 12,362 8,470 (7,059) 67 80,460 13,850 6,576 (7,214) 1,435 4,019,112 12 $ 33,492 42 $ 18,157 $ 43,030 $ 5,357 $ (6,310) 54 $ 93,726 See accompanying notes to the consolidated ﬁnancial statements. 6 JSSB1004.indd 6 3/20/13 2:15 PM Penns Woods Bancorp, Inc. Consolidated Statement of Cash Flows (In Thousands) OPERATING ACTIVITIES: Net Income................................................................................................... Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization................................................................. Provision for loan losses .......................................................................... Accretion and amortization of investment security discounts and premiums........................................................................ Securities gains, net ................................................................................. Originations of loans held for sale ........................................................... Proceeds of loans held for sale................................................................. Gain on sale of loans................................................................................ Earnings on bank-owned life insurance ................................................... Increase in deferred tax asset ................................................................... Other, net.................................................................................................. Net cash provided by operating activities................................... INVESTING ACTIVITIES: Investment securities available for sale: Proceeds from sales................................................................................... Proceeds from calls and maturities ........................................................... Purchases................................................................................................... Investment securities held to maturity: Proceeds from sales................................................................................... Proceeds from calls and maturities ........................................................... Net increase in loans .................................................................................... Acquisition of bank premises and equipment .............................................. Proceeds from the sale of foreclosed assets................................................. Purchase of bank-owned life insurance ....................................................... Proceeds from bank-owned life insurance death beneﬁt.............................. Sale of bank-owned life insurance policy to insured ................................... Proceeds from redemption of regulatory stock............................................ Purchases of regulatory stock ...................................................................... Net cash used for investing activities ......................................... Year Ended December 31, 2011 2010 2012 $ 13,850 $ 12,362 $ 10,929 762 2,525 (989) (1,285) (44,571) 45,970 (1,386) (670) (128) (112) 13,966 48,460 19,995 (74,791) - 55 (78,323) (1,403) 765 (33) 383 - 1,171 (796) (84,517) 701 2,700 (1,702) (621) (36,702) 40,703 (1,130) (599) (457) 1,238 16,493 13,454 12,226 (63,733) 5 25 (24,049) (743) 508 (39) - - 1,282 - (61,064) 731 2,150 (2,017) (173) (43,659) 42,013 (949) (636) (243) 1,715 9,861 3,700 15,628 (29,918) - 26 (11,026) (401) 194 (80) 82 134 364 - (21,297) FINANCING ACTIVITIES: Net increase in interest-bearing deposits ..................................................... Net increase in noninterest-bearing deposits ............................................... Proceeds from long-term borrowings, FHLB .............................................. Repayment of long-term borrowings, FHLB............................................... Net decrease in short-term borrowings........................................................ Dividends paid ............................................................................................. Issuance of common stock ........................................................................... Stock options exercised................................................................................ Purchase of treasury stock ........................................................................... Net cash provided by ﬁnancing activities ................................... NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ CASH AND CASH EQUIVALENTS, BEGINNING ................................... CASH AND CASH EQUIVALENTS, ENDING ......................................... 56,763 3,599 30,000 (15,000) 3,606 (7,214) 54 - - 71,808 1,257 13,885 $ 15,142 42,149 22,007 - (10,500) 2,299 (7,059) 67 - - 48,963 4,392 9,493 $ 13,885 10,773 9,448 - (15,000) 8,945 (7,056) 67 10 (46) 7,141 (4,295) 13,788 $ 9,493 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid.................................................................................................... Income taxes paid........................................................................................... Transfer of loans to foreclosed real estate ..................................................... $ 6,381 2,950 - $ 7,870 2,290 2,066 $ 10,191 2,550 226 See accompanying notes to the consolidated ﬁnancial statements. JSSB1004.indd 7 7 3/20/13 2:15 PM PENNS WOODS BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated ﬁnancial statements include the accounts of Penns Woods Bancorp, Inc. and its wholly owned subsidiaries, Jersey Shore State Bank (the “Bank”), Woods Real Estate Development Co., Inc., Woods Investment Company, Inc., and The M Group Inc. D/B/A The Comprehensive Financial Group (“The M Group”), a wholly owned subsidiary of the Bank (collectively, the “Company”). All signiﬁcant intercompany balances and transactions have been eliminated. Nature of Business The Bank engages in a full-service commercial banking business, making available to the community a wide range of ﬁnancial services including, but not limited to, installment loans, credit cards, mortgage and home equity loans, lines of credit, construction ﬁnancing, farm loans, community development loans, loans to non-proﬁt entities and local government, and various types of time and demand deposits including, but not limited to, checking accounts, savings accounts, clubs, money market deposit accounts, certiﬁcates of deposit, and IRAs. Deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the extent provided by law. The ﬁnancial services are provided by the Bank to individuals, partnerships, non-proﬁt organizations, and corporations through its thirteen ofﬁces located in Clinton, Lycoming, Centre, and Montour Counties, Pennsylvania. Woods Real Estate Development Co., Inc. engages in real estate transactions on behalf of Penns Woods Bancorp, Inc. and the Bank. Woods Investment Company, Inc., a Delaware holding company, is engaged in investing activities. The M Group engages in securities brokerage and ﬁnancial planning services, which include the sale of life insurance products, annuities, and estate planning services. Operations are managed and ﬁnancial performance is evaluated on a corporate-wide basis. Accordingly, all ﬁnancial service operations are considered by management to be aggregated in one reportable operating segment. Use of Estimates The preparation of ﬁnancial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated ﬁnancial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Material estimates that are particularly susceptible to signiﬁcant change relate to the determination of the allowance for loan losses, valuation of net deferred tax assets, impairment of goodwill, other than temporary impairment of debt and equity securities, fair value of ﬁnancial instruments, and the valuation of real estate acquired through, or in lieu of, foreclosure on settlement of debt. Cash and Cash Equivalents Cash equivalents include cash on hand and in banks. Interest-earning deposits mature within 90 days and are carried at cost. Net cash ﬂows are reported for loan, deposit, and short-term borrowing transactions. Restrictions on Cash and Cash Equivalents Based on deposit levels, the Company must maintain cash and other reserves with the Federal Reserve Bank of Philadelphia (FRB). Investment Securities Investment securities are classiﬁed at the time of purchase, based on management’s intention and ability, as securities held to maturity or securities available for sale. Debt securities acquired with the intent and ability to hold to maturity are stated at cost, adjusted for amortization of premium and accretion of discount, which are computed using the interest method and recognized as adjustments of interest income. Certain other debt securities have been classiﬁed as available for sale to serve principally as a source of liquidity. Unrealized holding gains and losses for available for sale securities are reported as a separate component of shareholders’ equity, net of tax, until realized. Realized security gains and losses are computed using the speciﬁc identiﬁcation method for debt securities and the average cost method for marketable equity securities. Interest and dividends on investment securities are recognized as income when earned. Securities are periodically reviewed for other-than-temporary impairment based upon a number of factors, including, but not limited to, the length of time and extent to which the fair value has been less than cost, the ﬁnancial condition of the underlying issuer, the ability of the issuer to meet contractual obligations, the likelihood of the security’s ability to recover any decline in its fair value, whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in fair value, and a review of the Company’s capital adequacy, interest rate risk position, and liquidity. The assessment of a security’s ability to recover any decline in fair value, the ability of the issuer to meet contractual obligations, and management’s intent and ability requires considerable judgment. A decline in value that is considered to be other-than-temporary is recorded as a loss within non-interest income in the Consolidated Statement of Income. Investment securities fair values are based on observed market prices. Certain investment securities do not have observed bid prices and their fair value is based on instruments with similar risk elements. Since regulatory stock is redeemable at par, the Company carries it at cost. 8 JSSB1004.indd 8 3/20/13 2:15 PM Loans Loans are stated at the principal amount outstanding, net of deferred fees and discounts, unamortized loan fees and costs, and the allowance for loan losses. Interest on loans is recognized as income when earned on the accrual method. The Company’s general policy has been to stop accruing interest on loans when it is determined a reasonable doubt exists as to the collectability of additional interest. Income is subsequently recognized only to the extent that cash payments are received provided the loan is not delinquent in payment and, in management’s judgment, the borrower has the ability and intent to make future principal payments. Otherwise, payments are applied to the unpaid principal balance of the loan. Loans are restored to accrual status if certain conditions are met, including but not limited to, the repayment of all unpaid interest and scheduled principal due, ongoing performance consistent with the contractual agreement, and the future expectation of continued, timely payments. Loan origination and commitment fees as well as certain direct loan origination costs are being deferred and amortized as an adjustment to the related loan’s yield over the contractual lives of the related loans. Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio, as of the Consolidated Balance Sheet date. The allowance method is used in providing for loan losses. Accordingly, all loan losses are charged to the allowance and all recoveries are credited to it. The allowance for loan losses is established through a provision for loan losses charged to operations. The provision for loan losses is based upon management’s quarterly review of the loan portfolio. The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served. An external independent loan review is also performed annually for the Bank. Management remains committed to an aggressive program of problem loan identiﬁcation and resolution. The allowance is calculated by applying loss factors to outstanding loans by type, excluding loans for which a speciﬁc allowance has been determined. Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, historical loan loss experience, and general economic conditions. In addition, management considers industry standards and trends with respect to nonperforming loans and its knowledge and experience with speciﬁc lending segments. Although management believes that it uses the best information available to make such determinations and that the allowance for loan losses is adequate at December 31, 2012, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations. A downturn in the local economy, rising unemployment, or negative performance trends in ﬁnancial information from borrowers could be indicators of subsequent increased levels of nonperforming assets and possible charge-offs, which would normally require increased loan loss provisions. An integral part of the periodic regulatory examination process is the review of the adequacy of the Bank’s loan loss allowance. The regulatory agencies could require the Bank, based on their evaluation of information available at the time of their examination, to provide additional loan loss provisions to further supplement the allowance. Impaired loans are commercial and commercial real estate loans for which it is probable the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. The Bank individually evaluates such loans for impairment and does not aggregate loans by major risk classiﬁcations. The deﬁnition of “impaired loans” is not the same as the deﬁnition of “nonaccrual loans,” although the two categories overlap. The Bank may choose to place a loan on nonaccrual status due to payment delinquency or uncertain collectability, while not classifying the loan as impaired if the loan is not a commercial or commercial real estate loan. Factors considered by management in determining impairment include payment status and collateral value. The amount of impairment for these types of loans is determined by the difference between the present value of the expected cash ﬂows related to the loan, using the original interest rate, and its recorded value, or as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loans. When foreclosure is probable, impairment is measured based on the fair value of the collateral. Mortgage loans on one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment collectively. Loans that experience insigniﬁcant payment delays, which are deﬁned as 90 days or less, generally are not classiﬁed as impaired. Management determines the signiﬁcance of payment delays on a case-by-case basis taking into consideration all circumstances surrounding the loan and the borrower including the length of the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed. Loan Charge-off Policies Loans are generally fully or partially charged down to the fair value of collateral securing the asset when: (cid:0) (cid:0) (cid:0) (cid:0) (cid:0) 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 to 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 either interest or principal, management measures any impairment on the restructuring as noted above for impaired loans. (cid:115)(cid:0) (cid:77)(cid:65)(cid:78)(cid:65)(cid:71)(cid:69)(cid:77)(cid:69)(cid:78)(cid:84)(cid:0)(cid:74)(cid:85)(cid:68)(cid:71)(cid:69)(cid:83)(cid:0)(cid:84)(cid:72)(cid:69)(cid:0)(cid:65)(cid:83)(cid:83)(cid:69)(cid:84)(cid:0)(cid:84)(cid:79)(cid:0)(cid:66)(cid:69)(cid:0)(cid:85)(cid:78)(cid:67)(cid:79)(cid:76)(cid:76)(cid:69)(cid:67)(cid:84)(cid:73)(cid:66)(cid:76)(cid:69)(cid:27) (cid:115)(cid:0) (cid:82)(cid:69)(cid:80)(cid:65)(cid:89)(cid:77)(cid:69)(cid:78)(cid:84)(cid:0)(cid:73)(cid:83)(cid:0)(cid:68)(cid:69)(cid:69)(cid:77)(cid:69)(cid:68)(cid:0)(cid:84)(cid:79)(cid:0)(cid:66)(cid:69)(cid:0)(cid:80)(cid:82)(cid:79)(cid:84)(cid:82)(cid:65)(cid:67)(cid:84)(cid:69)(cid:68)(cid:0)(cid:66)(cid:69)(cid:89)(cid:79)(cid:78)(cid:68)(cid:0)(cid:82)(cid:69)(cid:65)(cid:83)(cid:79)(cid:78)(cid:65)(cid:66)(cid:76)(cid:69)(cid:0)(cid:84)(cid:73)(cid:77)(cid:69)(cid:0)(cid:70)(cid:82)(cid:65)(cid:77)(cid:69)(cid:83)(cid:27)(cid:0) (cid:115)(cid:0) (cid:84)(cid:72)(cid:69)(cid:0)(cid:65)(cid:83)(cid:83)(cid:69)(cid:84)(cid:0)(cid:72)(cid:65)(cid:83)(cid:0)(cid:66)(cid:69)(cid:69)(cid:78)(cid:0)(cid:67)(cid:76)(cid:65)(cid:83)(cid:83)(cid:73)(cid:108)(cid:69)(cid:68)(cid:0)(cid:65)(cid:83)(cid:0)(cid:65)(cid:0)(cid:76)(cid:79)(cid:83)(cid:83)(cid:0)(cid:66)(cid:89)(cid:0)(cid:69)(cid:73)(cid:84)(cid:72)(cid:69)(cid:82)(cid:0)(cid:84)(cid:72)(cid:69)(cid:0)(cid:73)(cid:78)(cid:84)(cid:69)(cid:82)(cid:78)(cid:65)(cid:76)(cid:0)(cid:76)(cid:79)(cid:65)(cid:78)(cid:0)(cid:82)(cid:69)(cid:86)(cid:73)(cid:69)(cid:87)(cid:0)(cid:80)(cid:82)(cid:79)(cid:67)(cid:69)(cid:83)(cid:83)(cid:0)(cid:79)(cid:82)(cid:0)(cid:69)(cid:88)(cid:84)(cid:69)(cid:82)(cid:78)(cid:65)(cid:76)(cid:0)(cid:69)(cid:88)(cid:65)(cid:77)(cid:73)(cid:78)(cid:69)(cid:82)(cid:83)(cid:27) (cid:115)(cid:0) (cid:84)(cid:72)(cid:69)(cid:0)(cid:66)(cid:79)(cid:82)(cid:82)(cid:79)(cid:87)(cid:69)(cid:82)(cid:0)(cid:72)(cid:65)(cid:83)(cid:0)(cid:108)(cid:76)(cid:69)(cid:68)(cid:0)(cid:66)(cid:65)(cid:78)(cid:75)(cid:82)(cid:85)(cid:80)(cid:84)(cid:67)(cid:89)(cid:0)(cid:65)(cid:78)(cid:68)(cid:0)(cid:84)(cid:72)(cid:69)(cid:0)(cid:76)(cid:79)(cid:83)(cid:83)(cid:0)(cid:66)(cid:69)(cid:67)(cid:79)(cid:77)(cid:69)(cid:83)(cid:0)(cid:69)(cid:86)(cid:73)(cid:68)(cid:69)(cid:78)(cid:84)(cid:0)(cid:68)(cid:85)(cid:69)(cid:0)(cid:84)(cid:79)(cid:0)(cid:65)(cid:0)(cid:76)(cid:65)(cid:67)(cid:75)(cid:0)(cid:79)(cid:70)(cid:0)(cid:65)(cid:83)(cid:83)(cid:69)(cid:84)(cid:83)(cid:27)(cid:0)(cid:79)(cid:82) (cid:115)(cid:0) (cid:84)(cid:72)(cid:69)(cid:0)(cid:76)(cid:79)(cid:65)(cid:78)(cid:0)(cid:73)(cid:83)(cid:0)(cid:17)(cid:24)(cid:16)(cid:0)(cid:68)(cid:65)(cid:89)(cid:83)(cid:0)(cid:80)(cid:65)(cid:83)(cid:84)(cid:0)(cid:68)(cid:85)(cid:69)(cid:0)(cid:85)(cid:78)(cid:76)(cid:69)(cid:83)(cid:83)(cid:0)(cid:66)(cid:79)(cid:84)(cid:72)(cid:0)(cid:87)(cid:69)(cid:76)(cid:76)(cid:0)(cid:83)(cid:69)(cid:67)(cid:85)(cid:82)(cid:69)(cid:68)(cid:0)(cid:65)(cid:78)(cid:68)(cid:0)(cid:73)(cid:78)(cid:0)(cid:84)(cid:72)(cid:69)(cid:0)(cid:80)(cid:82)(cid:79)(cid:67)(cid:69)(cid:83)(cid:83)(cid:0)(cid:79)(cid:70)(cid:0)(cid:67)(cid:79)(cid:76)(cid:76)(cid:69)(cid:67)(cid:84)(cid:73)(cid:79)(cid:78)(cid:14) JSSB1004.indd 9 9 3/20/13 2:15 PM In addition to the allowance for the pooled portfolios, management has developed a separate allowance for loans that are identiﬁed as impaired through a TDR. These loans are excluded from pooled loss forecasts and a separate reserve is provided under the accounting guidance for loan impairment. Consumer loans whose terms have been modiﬁed in a TDR are also individually analyzed for estimated impairment. Loans Held for Sale In general, ﬁxed rate residential mortgage loans originated by the Bank are held for sale and are carried at cost due to their short holding period, which can range from less than two weeks to a maximum of thirty days. Sold loans are not serviced by the Bank. Proceeds from the sale of loans in excess of the carrying value are accounted for as a gain. Total gains on the sale of loans are shown as a component of non-interest income within the Consolidated Statement of Income. Foreclosed Assets Foreclosed assets are carried at the lower of cost or fair value less estimated selling costs. Prior to foreclosure, the value of the underlying loan is written down to the fair value of the real estate to be acquired by a charge to the allowance for loan losses, if necessary. Any subsequent write-downs are charged against operating expenses. Net operating expenses and gains and losses realized from disposition are included in non-interest expense and income, respectively. Premises and Equipment Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using straight-line and accelerated methods over the estimated useful lives of the related assets, which range from ﬁve to ten years for furniture, ﬁxtures, and equipment and ﬁfteen to forty years for buildings and improvements. Costs incurred for routine maintenance and repairs are charged to operations as incurred. Costs of major additions and improvements are capitalized. Bank-Owned Life Insurance The Company has purchased life insurance policies on certain ofﬁcers and directors. Bank-owned life insurance is recorded at its cash surrender value, or the amount that can be realized. Increases in the cash surrender value are recognized as a component of non-interest income within the Consolidated Statement of Income. Goodwill The Company performs an annual impairment analysis of goodwill for its purchased subsidiary, The M Group. Based on the fair value of this reporting unit, estimated using the expected present value of future cash ﬂows, no impairment of goodwill was recognized in 2012, 2011, or 2010. Investments in Limited Partnerships The Company is a limited partner in four partnerships at December 31, 2012 that provide low income elderly housing in the Company’s geographic market area. The carrying value of the Company’s investments in limited partnerships was $2,883,000 at December 31, 2012 and $3,544,000 at December 31, 2011. One investment is fully amortized, while the other three are being amortized over the ten-year tax credit receipt period utilizing the straight-line method. The partnerships are amortized once the projects reach the level of occupancy needed to begin the ten year tax credit recognition period. Amortization of limited partnership investments amounted to $661,000 in 2012, $661,000 in 2011, and $693,000 in 2010. Off-Balance Sheet Financial Instruments In the ordinary course of business, the Company enters into off-balance sheet ﬁnancial instruments. Those instruments consist of commitments to extend credit and standby letters of credit. When those instruments are funded or become payable, the Company reports the amounts in its ﬁnancial statements. Advertising Cost Advertising costs are generally expensed as incurred. Income Taxes The Company prescribes a recognition threshold and a measurement attribute for the ﬁnancial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Beneﬁts from tax positions should be recognized in the ﬁnancial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of beneﬁt that is greater than ﬁfty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the ﬁrst subsequent ﬁnancial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the ﬁrst subsequent ﬁnancial reporting period in which that threshold is no longer met. Deferred tax assets and liabilities result from temporary differences in ﬁnancial and income tax methods of accounting, and are reﬂected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company analyzed its deferred tax asset position and determined that there was not a need for a valuation allowance due to the Company’s ability to generate future ordinary and capital taxable income. The Company when applicable recognizes interest and penalties on income taxes as a component of income tax provision. Earnings Per Share The Company provides dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated utilizing net income as reported in the numerator and weighted average shares outstanding in the denominator. The computation of diluted earnings per share differs in that the dilutive effects of any stock options are adjusted in the denominator. Employee Beneﬁts Pension and employee beneﬁts include contributions, determined actuarially, to a deﬁned beneﬁt retirement plan covering the eligible employees of the Bank. The plan is funded on a current basis to the extent that it is deductible under existing federal tax regulations. Pension and other employee beneﬁts also include contributions to a deﬁned contribution Section 401(k) plan covering eligible employees. Contributions matching those made by eligible employees are funded throughout the year. In 10 JSSB1004.indd 10 3/20/13 2:15 PM addition, an elective contribution is made annually at the discretion of the Board of Directors. The M Group Products and Income Recognition The M Group product line is comprised primarily of annuities, life insurance, and mutual funds. The revenues generated from life insurance sales are commission only, as The M Group does not underwrite the policies. Life insurance sales include permanent and term policies with the majority of the policies written being permanent. Term life insurance policies are written for 10, 15, 20, and 30 year terms with the majority of the policies being written for 20 years. None of these products are offered as an integral part of lending activities. Commissions from the sale of annuities are recognized at the time notice is received from the third party broker/dealer or an insurance company that the transaction has been accepted and approved, which is also the time when commission income is received. Life insurance commissions are recognized at varying points based on the payment option chosen by the customer. Commissions from monthly and annual payment plans are recognized at the start of each annual period for the life insurance, while quarterly and semi-annual premium payments are recognized quarterly and semi-annually when the earnings process is complete. For example, semi-annual payments on the ﬁrst of January and July would result in commission income recognition on the ﬁrst of January and July, while payments on the ﬁrst of January, April, July, and October would result in commission income recognition on those dates. The potential for chargebacks only exists for those policies on a monthly payment plan since income is recognized at the beginning of the annual coverage period versus at the time of each monthly payment. No liability is maintained for chargebacks as these are removed from income at the time of the occurrence. Stock Options The Company maintained a stock option plan for directors and certain ofﬁcers and employees with the last option grant being in 2000. All options granted under the stock option plan were either exercised or forfeited as of December 31, 2010. All options were granted when the exercise price of the Company’s stock options was greater than or equal to the market price of the underlying stock on the date of the grant, therefore, no compensation expense was recognized in the Company’s ﬁnancial statements. Accumulated Other Comprehensive Income The Company is required to present accumulated other comprehensive income in a full set of general-purpose ﬁnancial statements for all periods presented. Accumulated other comprehensive income is comprised of unrealized holding gains (losses) on the available for sale securities portfolio and the unrecognized components of net periodic beneﬁt costs of the deﬁned beneﬁt pension plan. The components of accumulated other comprehensive income, net of tax, as of year-end were as follows: (In Thousands) Year Ended December 31, 2012 2011 2010 Net unrealized gain on available for sale securities .... $ 10,164 $ 2,914 $ (7,276) Deﬁned beneﬁt plan .................................................... (4,807) (4,133) (2,413) Total ..................................................................... $ 5,357 $ (1,219) $ (9,689) Segment Reporting The Company has determined that its only reportable segment is Community Banking. Reclassiﬁcation of Comparative Amounts Certain items previously reported have been reclassiﬁed to conform to the current year’s reporting format. Such reclassiﬁcations did not affect net income or shareholders’ equity. Recent Accounting Pronouncements In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in this update affect all entities that have ﬁnancial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement. The requirements amend the disclosure requirements on offsetting in Section 210- 20-50. This information will enable users of an entity’s ﬁnancial statements to evaluate the effect or potential effect of netting arrangements on an entity’s ﬁnancial position, including the effect or potential effect of rights of setoff associated with certain ﬁnancial instruments and derivative instruments in the scope of this update. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. This ASU is not expected to have a signiﬁcant impact on the Company’s ﬁnancial statements. In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The amendments clarify that the scope of Update 2011-11 applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. An entity is required to apply the amendments for ﬁscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of Update 2011-11. This ASU is not expected to have a signiﬁcant impact on the Company’s ﬁnancial statements. In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassiﬁed Out of Accumulated Other Comprehensive Income. The amendments in this update require an entity to report the effect of JSSB1004.indd 11 11 3/20/13 2:15 PM signiﬁcant reclassiﬁcations out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassiﬁed is required under U.S. generally accepted accounting principles (GAAP) to be reclassiﬁed in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassiﬁed in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. The Company is currently evaluating the impact that these disclosures will have on its ﬁnancial statements. NOTE 2 - PER SHARE DATA There are no convertible securities which would affect the denominator in calculating basic and dilutive earnings per share; therefore, net income as presented on the consolidated statement of income will be used as the numerator. The following table sets forth the composition of the weighted average common shares (denominator) used in the basic and dilutive per share computation. Weighted average common shares issued ....................................... Average treasury stock shares ......................................................... Weighted average common shares and common stock equivalents used to calculate basic earnings per share ................... Additional common stock equivalents (stock options) used to calculate diluted earnings per share .................................... Weighted average common shares and common stock equivalents used to calculate diluted earnings per share ................ 2012 4,018,347 (180,596) Year Ended December 31, 2011 4,016,632 (180,596) 2010 4,014,248 (179,993) 3,837,751 3,836,036 3,834,255 - - 139 3,837,751 3,836,036 3,834,394 Options were outstanding during 2010; however, prior to December 31, 2010 all options were either exercised or forfeited. No options were outstanding during 2011 or 2012. NOTE 3 - INVESTMENT SECURITIES The amortized cost and fair values of investment securities at December 31, 2012 and 2011 are as follows: (In Thousands) 2012 Gross Unrealized Gains Gross Unrealized Losses Fair Value Amortized Cost Available for sale (AFS) U.S. Government and agency securities .................................. State and political securities .................................................... Other debt securities ................................................................ $ 24,475 168,843 70,108 $ 1,384 12,805 1,750 $ (19) (1,424) (259) $ 25,840 180,224 71,599 Total debt securities ............................................................. 263,426 15,939 (1,702) 277,663 Financial institution equity securities ...................................... Other equity securities ............................................................. 8,422 2,068 Total equity securities .......................................................... 10,490 1,140 74 1,214 (14) (37) (51) 9,548 2,105 11,653 Total investment securities AFS ................................................. $ 273,916 $ 17,153 $ (1,753) $ 289,316 12 JSSB1004.indd 12 3/20/13 2:15 PM (In Thousands) Amortized Cost 2011 Gross Unrealized Gains Gross Unrealized Losses Fair Value Available for sale (AFS) U.S. Government and agency securities .............................. $ 26,755 $ 1,916 $ - $ 28,671 178,301 State and political securities ................................................ 49,514 Other debt securities ............................................................ 174,790 51,447 (4,887) (2,066) 8,398 133 Total debt securities ......................................................... 252,992 Financial institution equity securities .................................. Other equity securities ......................................................... 9,939 2,751 10,447 1,095 133 (6,953) (232) (75) 256,486 10,802 2,809 Total equity securities ...................................................... 1,228 Total investment securities AFS ............................................. $ 265,682 $ 11,675 12,690 (307) $ (7,260) 13,611 $ 270,097 Held to maturity (HTM) Other debt securities ............................................................ $ 54 $ 1 Total investment securities HTM ............................................ $ 54 $ 1 $ - $ 55 $ - $ 55 The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at December 31, 2012 and 2011. (In Thousands) 2012 U.S. Government and agency securities .............. State and political securities ................................. Other debt securities ............................................ Total debt securities.......................................... Financial institution equity securities .................. Other equity securities ......................................... Total equity securities ...................................... Total .............................................................. (In Thousands) Less than Twelve Months Twelve Months or Greater Total Fair Value $ 910 8,882 11,250 21,042 66 701 767 $ 21,809 Gross Unrealized Losses Fair Value $ (19) $ - 5,647 3,727 9,374 205 63 268 $ (553) $ 9,642 (316) (189) (524) (1) (28) (29) Gross Unrealized Losses $ - (1,108) (70) (1,178) (13) (9) (22) Fair Value $ 910 14,529 14,977 30,416 271 764 1,035 $ (1,200) $ 31,451 Gross Unrealized Losses $ (19) (1,424) (259) (1,702) (14) (37) (51) $ (1,753) Less than Twelve Months Twelve Months or Greater Total 2011 State and political securities ................................. Other debt securities ............................................ Total debt securities.......................................... Financial institution equity securities .................. Other equity securities ......................................... Total equity securities ...................................... Total .............................................................. Fair Value $ 1,142 35,858 37,000 1,140 263 1,403 $ 38,403 Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value $ (6) $ 28,260 82 28,342 273 130 403 $ (2,235) $ 28,745 (2,048) (2,054) (116) (65) (181) $ (4,881) $ 29,402 35,940 65,342 1,413 393 1,806 $ (5,025) $ 67,148 (18) (4,899) (116) (10) (126) Gross Unrealized Losses $ (4,887) (2,066) (6,953) (232) (75) (307) $ (7,260) At December 31, 2012 and 2011 there were 29 and 50 individual securities in a continuous unrealized loss position for less than twelve months and 21 and 71 individual securities in a continuous unrealized loss position for greater than twelve months, respectively. The Company reviews its position quarterly and has asserted that at December 31, 2012 and 2011, the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe they will be required to sell these securities before recovery of their cost basis, which may be at maturity. The Company has concluded that any impairment of its investment securities portfolio is not other than temporary but is the result of interest rate changes that are not expected to result in the noncollection of principal and interest during the period. The amortized cost and fair value of debt securities at December 31, 2012, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. (In Thousands) Due in one year or less ............................................ Due after one year to ﬁve years .............................. Due after ﬁve years to ten years .............................. Due after ten years .................................................. Amortized Cost $ 6,424 43,624 35,637 177,741 Fair Value $ 6,465 44,746 36,605 189,847 Total ................................................................. $ 263,426 $ 277,663 JSSB1004.indd 13 13 3/20/13 2:15 PM Total gross proceeds from sales of securities available for sale were $48,460,000, $13,454,000, and $3,700,000 for 2012, 2011, and 2010, respectively. The following table represents gross realized gains and losses on those transactions: (In Thousands) Gross realized gains: U.S. Government and agency securities ....................................................... State and political securities ......................................................................... Other debt securities ..................................................................................... Financial institution equity securities ........................................................... Other equity securities .................................................................................. Total gross realized gains ..................................................................................... Gross realized losses: U.S. Government and agency securities ....................................................... State and political securities ......................................................................... Other debt securities ..................................................................................... Financial institution equity securities ........................................................... Other equity securities .................................................................................. Total gross realized losses ................................................................................... Year Ended December 31, 2011 2012 2010 $ 138 $ 4 $ - - 117 102 - $ 2,087 $ 736 $ 219 114 8 316 294 327 426 609 587 $ - $ - $ - 3 15 28 - $ 802 $ 115 $ 46 100 15 - - 440 53 67 242 There were no impairment charges included in gross realized losses for the years ended December 31, 2012, 2011, and 2010. Investment securities with a carrying value of approximately $137,870,000 and $113,611,000 at December 31, 2012 and 2011, respectively, were pledged to secure certain deposits, repurchase agreements, and for other purposes as required by law. There is no concentration of investments that exceed ten percent of shareholders’ equity for any individual issuer, excluding those guaranteed by the U.S. Government. NOTE 4 - FEDERAL HOME LOAN BANK STOCK The Bank is a member of the Federal Home Loan Bank (“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. The stock is bought from and sold to the FHLB based upon its $100 par value. The stock does not have a readily determinable fair value and as such is classiﬁed as restricted stock, carried at cost and evaluated for impairment as necessary. 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) the signiﬁcance of the 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. The FHLB had incurred losses in 2009 and for parts of 2010 due primarily to other-than-temporary impairment credit losses on its private-label mortgage-backed securities portfolio. These securities were the most effected by the extreme economic conditions in place during the previous several years. As a result, in 2009, 2010, and 2011 the FHLB had suspended the payment of dividends and limited the amount of excess capital stock repurchases. However, the FHLB has reported net income for the year ended 2010, 2011, and 2012 and paid dividends during 2012. Management evaluated the stock and concluded that the stock was not impaired for the periods presented herein. More consideration was given to the long-term prospects for the FHLB as opposed to the stress caused by the extreme economic conditions in 2009 and 2010. Management also considered that the FHLB maintains regulatory capital ratios in excess of all regulatory capital requirements, liquidity appears adequate, new shares of FHLB stock continue to change hands at the $100 par value, and the resumption of dividends. NOTE 5 – LOAN CREDIT QUALITY AND RELATED ALLOWANCE FOR LOAN LOSSES Management segments the Bank’s loan portfolio to a level that enables risk and performance monitoring according to similar risk characteristics. Loans are segmented based on the underlying collateral characteristics. Categories include commercial and agricultural, real estate, and installment loans to individuals. Real estate loans are further segmented into three categories: residential, commercial, and construction. The following table presents the related aging categories of loans, by segment, as of December 31, 2012 and 2011: (In Thousands) Commercial and agricultural .................. Real estate mortgage: Residential ...................................... Commercial ..................................... Construction .................................... Installment loans to individuals ............. Net deferred loan fees and discounts ........................... Allowance for loan losses ........ Loans, net ............................................... Current $ 48,322 245,674 177,539 13,813 10,550 495,898 (1,122) (7,617) $ 487,159 14 JSSB1004.indd 14 Past Due 30 To 89 Days $ 133 2012 Past Due 90 Days Or More & Still Accruing $ - Non- Accrual $ - Total $ 48,455 4,888 443 177 109 $ 5,750 351 - - - $ 351 1,229 4,049 6,077 - $ 11,355 252,142 182,031 20,067 10,659 513,354 (1,122) (7,617) $ 504,615 3/20/13 2:15 PM (In Thousands) Commercial and agricultural .................. Real estate mortgage: Residential .......................................... Commercial ........................................ Construction ....................................... Installment loans to individuals ............. Past Due 30 To 89 Days $ 5 2011 Past Due 90 Days Or More & Still Accruing $ - Current $ 53,124 Non- Accrual $ - Total $ 53,129 176,875 162,977 19,605 11,180 423,761 1,438 135 95 111 $ 1,784 378 - - 6 $ 384 692 1,176 9,757 - $ 11,625 179,383 164,288 29,457 11,297 437,554 Net deferred loan fees and discounts ........................... Allowance for loan losses ........ (7,154) $ 428,805 Loans, net ............................................... The following table presents the interest income if interest had been recorded based on the original loan agreement terms and rate of interest for non-accrual loans and interest income recognized on a cash basis for non-accrual loans as of December 31, 2012, 2011, and 2010: (In Thousands) (7,154) $ 415,012 (1,595) (1,595) 2012 Interest Income That Would Have Been Recorded Based on Original Term and Rate Interest Income Recorded on a Cash Basis Year Ended December 31, 2011 Interest Income That Would Have Been Recorded Based on Original Term and Rate Interest Income Recorded on a Cash Basis 2010 Interest Income That Would Have Been Recorded Based on Original Term and Rate Interest Income Recorded on a Cash Basis 9 37 142 256 172 74 281 377 87 439 Real estate mortgage: Residential ............. $ 67 $ 37 $ 42 $ 25 $ 39 $ 35 Commercial ........... 33 Construction .......... 57 $ 725 $ 283 $ 568 $ 71 $ 437 $ 125 Impaired Loans Impaired loans are loans for which it is probable the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. The Bank individually evaluates such loans for impairment and does not aggregate loans by major risk classiﬁcations. The deﬁnition of “impaired loans” is not the same as the deﬁnition of “non-accrual loans,” although the two categories overlap. The Bank may choose to place a loan on non-accrual status due to payment delinquency or uncertain collectability, while not classifying the loan as impaired. Factors considered by management in determining impairment include payment status and collateral value. The amount of impairment for these types of loans is determined by the difference between the present value of the expected cash ﬂows related to the loan, using the original interest rate, and its recorded value, or as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loan. When foreclosure is probable, impairment is measured based on the fair value of the collateral. Management evaluates individual loans in all of the commercial segments for possible impairment if the loan is greater than $100,000 and if the loan is either on non-accrual status or has a risk rating of substandard. Management may also elect to measure an individual loan for impairment if less than $100,000 on a case by case basis. Mortgage loans on one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment collectively. Loans that experience insigniﬁcant payment delays, which are deﬁned as 90 days or less, generally are not classiﬁed as impaired. Management determines the signiﬁcance of payment delays on a case-by-case basis taking into consideration all circumstances surrounding the loan and the borrower including the length of the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed. Interest income for impaired loans is recorded consistent to the Bank’s policy on non-accrual loans. The following table presents the recorded investment, unpaid principal balance, and related allowance of impaired loans by segment as of December 31, 2012 and 2011: (In Thousands) Recorded Investment 2012 Unpaid Principal Balance Related Allowance With no related allowance recorded: Commercial and agricultural ............................................. Real estate mortgages - residential .................................... Real estate mortgages - commercial .................................. Real estate mortgages - construction ................................. With an allowance recorded: Commercial and agricultural ............................................. Real estate mortgages - residential .................................... Real estate mortgages - commercial .................................. Real estate mortgages - construction ................................. Total: Commercial and agricultural ............................................. Real estate mortgages - residential .................................... Real estate mortgages - commercial .................................. Real estate mortgages - construction ................................. JSSB1004.indd 15 $ - 410 324 2,894 3,628 $ - 487 324 4,599 5,410 $ - - - - - 485 1,146 8,515 3,196 13,342 485 1,255 8,611 4,696 15,047 46 237 2,018 234 2,535 485 1,556 8,839 6,090 $ 16,970 485 1,742 8,935 9,295 $ 20,457 46 237 2,018 234 $ 2,535 15 3/20/13 2:15 PM (In Thousands) With no related allowance recorded: Real estate mortgages - residential ..................................... Real estate mortgages - commercial ................................... Real estate mortgages - construction .................................. With an allowance recorded: Real estate mortgages - residential ..................................... Real estate mortgages - commercial ................................... Real estate mortgages - construction .................................. Total: Real estate mortgages - residential ..................................... Real estate mortgages - commercial ................................... Real estate mortgages - construction .................................. Recorded Investment 2011 Unpaid Principal Balance Related Allowance $ 742 382 815 1,939 $ 751 382 1,113 2,246 $ - - - - 861 6,150 8,929 15,940 888 6,150 10,429 17,467 101 1,481 2,155 3,737 1,603 6,532 9,744 $ 17,879 1,639 6,532 11,542 $ 19,713 101 1,481 2,155 $ 3,737 The following table presents the average recorded investment in impaired loans and related interest income recognized for December 31, 2012, 2011, and 2010: (In Thousands) Commercial and agricultural .......................................................................... Real estate mortgage: Residential .............................................................................................. Commercial ............................................................................................. Construction ............................................................................................ (In Thousands) Commercial and agricultural .......................................................................... Real estate mortgage: Residential .............................................................................................. Commercial ............................................................................................. Construction ............................................................................................ (In Thousands) Commercial and agricultural .......................................................................... Real estate mortgage: Residential .............................................................................................. Commercial ............................................................................................. Construction ............................................................................................ Installment loans to individuals ..................................................................... 2012 Average Investment in Impaired Loans $ 97 Interest Income Recognized on an Accrual Basis on Impaired Loans $ - Interest Income Recognized on a Cash Basis on Impaired Loans $ - 1,417 7,001 7,831 $ 16,346 44 290 1 $ 335 49 146 74 $ 269 2011 Average Investment in Impaired Loans $ 100 Interest Income Recognized on an Accrual Basis on Impaired Loans $ 5 Interest Income Recognized on a Cash Basis on Impaired Loans $ - 1,502 5,032 9,590 $ 16,224 54 180 77 $ 316 28 9 37 $ 74 2010 Average Investment in Impaired Loans $ 146 Interest Income Recognized on an Accrual Basis on Impaired Loans $ 9 Interest Income Recognized on a Cash Basis on Impaired Loans $ - 1,635 1,954 4,686 3 $ 8,424 43 - 181 - $ 233 35 22 - - $ 57 Additional funds totaling $287,000 are committed to be advanced in connection with impaired loans. 16 JSSB1004.indd 16 3/20/13 2:15 PM Modiﬁcations The loan portfolio also includes certain loans that have been modiﬁed in a Troubled Debt Restructuring (TDR), where economic concessions have been granted to borrowers who have experienced or are expected to experience ﬁnancial difﬁculties. These concessions typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classiﬁed as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. Loan modiﬁcations that are considered TDRs completed during the twelve months ended December 31, 2012 and 2011 were as follows: (In Thousands, Except Number of Contracts) Year Ended December 31, 2012 Pre-Modiﬁcation Outstanding Recorded Investment $ 498 Post-Modiﬁcation Outstanding Recorded Investment $ 498 Number of Contracts - 2011 Pre-Modiﬁcation Outstanding Recorded Investment $ - Post-Modiﬁcation Outstanding Recorded Investment $ - Commercial and agricultural ......... Real estate mortgage: Number of Contracts 1 Residential ............................. Commercial ............................ Construction ........................... Installment loans to individuals .... Total ................................ 609 4,779 11,372 20 $ 16,780 $ 16,780 There were no loan modiﬁcations considered troubled debt restructurings made during the twelve months previous to December 31, 2012 that defaulted during the twelve month period ending December 31, 2012. Loan modiﬁcations considered troubled debt restructurings made during the twelve months previous to December 31, 2011, that have defaulted during the twelve month period ending December 31, 2011 were as follows: (In Thousands, Except Number of Contracts) 254 2,403 26 - $ 3,181 254 2,403 26 - $ 3,181 609 4,779 11,372 20 Year Ended December 31, 2011 6 10 9 3 28 3 2 2 - 8 - 2 1 2 1 6 Number of Contracts Recorded Investment $ - 127 154 251 7 $ 539 Commercial and agricultural ........................................................ Real estate mortgages - residential .............................................. Real estate mortgages - commercial ............................................ Real estate mortgages - construction ........................................... Installment loans to individuals ................................................... Total ......................................................................................... Troubled debt restructurings amounted to $16,217,000 and $17,478,000 as of December 31, 2012 and 2011. Internal Risk Ratings Management uses a ten point internal risk rating system to monitor the credit quality of the overall loan portfolio. The ﬁrst six categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory deﬁnitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classiﬁcation. Loans in the Substandard category have well-deﬁned weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are considered Substandard. Loans in the Doubtful category exhibit the same weaknesses found in the Substandard loans, however, the weaknesses are more pronounced. Such loans are static and collection in full is improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the debt. Loans classiﬁed Loss are considered uncollectible and charge-off is imminent. To help ensure that risk ratings are accurate and reﬂect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the pass category unless a speciﬁc action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event. An external annual loan review of all commercial relationships $800,000 or greater is performed, as well as a sample of smaller transactions. Conﬁrmation of the appropriate risk category is included in the review. Detailed reviews, including plans for resolution, are performed on loans classiﬁed as Substandard, Doubtful, or Loss on a quarterly basis. The following table presents the credit quality categories identiﬁed above as of December 31, 2012 and 2011: (In Thousands) Pass ............................................... Special Mention ............................ Substandard ................................... Total .............................................. (In Thousands) Pass ............................................... Special Mention ............................ Substandard ................................... Total .............................................. Commercial and Agricultural $ 46,805 1,480 170 $ 48,455 Commercial and Agricultural $ 51,663 1,198 268 $ 53,129 JSSB1004.indd 17 2012 Real Estate Mortgages Residential $ 250,161 - 1,981 $ 252,142 Commercial Construction $ 13,944 $ 167,463 1,630 - 6,123 12,938 $ 20,067 $ 182,031 Installment Loans to Individuals $ 10,659 - - $ 10,659 Totals $ 489,032 3,110 21,212 $ 513,354 2011 Real Estate Mortgages Residential $ 177,916 89 1,378 $ 179,383 Commercial Construction $ 19,652 $ 152,994 5,804 - 9,805 5,490 $ 29,457 $ 164,288 Installment Loans to Individuals $ 11,291 - 6 $ 11,297 Totals $ 413,516 7,091 16,947 $ 437,554 17 3/20/13 2:15 PM Allowance for Loan Losses An allowance for loan losses (“ALL”) is maintained to absorb losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversiﬁcation and size of the portfolio, adequacy of collateral, past and anticipated future loss experience, and the amount of non- performing loans. The Bank’s methodology for determining the ALL is based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment (previously discussed) and ASC Subtopic 450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statements on the Allowance for Loan and Lease Losses and other bank regulatory guidance. The total of the two components represents the Bank’s ALL. Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate. Allowances are segmented based on collateral characteristics previously disclosed, and consistent with credit quality monitoring. Loans that are collectively evaluated for impairment are grouped into two classes for evaluation. A general allowance is determined for “Pass” rated credits, while a separate pool allowance is provided for “Criticized” rated credits that are not individually evaluated for impairment. For the general allowances, historical loss trends are used in the estimation of losses in the current portfolio. These historical loss amounts are modiﬁed by other qualitative factors. A historical charge-off factor is calculated utilizing a twelve quarter moving average. Management has identiﬁed a number of additional qualitative factors which it uses to supplement the historical charge- off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience. The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and non-accrual loans; trends in volumes and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value of underlying collateral; and concentrations of credit from a loan type, industry, and/or geographic standpoint. Loans in the criticized pools, which possess certain qualities or characteristics that may lead to collection and loss issues, are closely monitored by management and subject to additional qualitative factors. Management also monitors industry loss factors by loan segment for applicable adjustments to actual loss experience. Management reviews the loan portfolio on a quarterly basis in order to make appropriate and timely adjustments to the ALL. When information conﬁrms all or part of speciﬁc loans to be uncollectible, these amounts are promptly charged off against the ALL. Activity in the allowance is presented for the twelve months ended December 31, 2012 and 2011: (In Thousands) 2012 Commercial and Agricultural Real Estate Mortgages Residential Commercial Construction Installment Loans to Individuals Unallocated Totals Beginning Balance ...... $ 418 $ 939 $ 2,651 $ 2,775 $ 190 $ 181 $ 7,154 Charge-offs .............. Recoveries ............... Provision .................. Ending Balance ........... - 8 (65) $ 361 (193) 7 1,201 $ 1,954 (95) 5 1,270 (1,747) 24 (102) $ 3,831 $ 950 (114) 43 25 $ 144 (2,149) 87 2,525 $ 377 $ 7,617 - - 196 (In Thousands) 2011 Commercial and Agricultural Real Estate Mortgages Residential Commercial Construction Installment Loans to Individuals Unallocated Totals Beginning Balance ...... $ 443 $ 908 $ 1,435 $ 2,753 $ 179 $ 317 $ 6,035 Charge-offs .............. Recoveries ............... Provision .................. Ending Balance ........... (35) 10 - $ 418 (46) 39 38 $ 939 - 24 1,192 (1,543) 8 1,557 $ 2,651 $ 2,775 (87) 49 49 $ 190 - - (136) (1,711) 130 2,700 $ 181 $ 7,154 The Company grants commercial, industrial, residential, and installment loans to customers throughout north-central Pennsylvania. Although the Company has a diversiﬁed loan portfolio at December 31, 2012 and 2011, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within this region. The Company has a concentration of loans at December 31, 2012 and 2011 as follows: Owners of residential rental properties Owners of commercial rental properties 2012 18.54% 13.80% 2011 13.86% 16.83% 18 JSSB1004.indd 18 3/20/13 2:15 PM The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2012 and 2011: (In Thousands) 2012 Commercial and Agricultural Real Estate Mortgages Residential Commercial Construction Installment Loans to Individuals Unallocated Totals Allowance for Loan Losses: Ending allowance balance attributable to loans: Individually evaluated for impairment .................... Collectively evaluated for impairment .................... Total ending allowance balance......................... Loans: Individually evaluated for impairment ............................. Collectively evaluated for impairment ............................. Total ending loans balance......................... $ 46 $ 237 $ 2,018 $ 234 $ - $ - $ 2,535 315 1,717 1,813 716 144 377 5,082 $ 361 $ 1,954 $ 3,831 $ 950 $ 144 $ 377 $ 7,617 $ 485 $ 1,556 $ 8,839 $ 6,090 $ - $ 16,970 47,970 250,586 173,192 13,977 10,659 496,384 $ 48,455 $ 252,142 $ 182,031 $ 20,067 $ 10,659 $ 513,354 (In Thousands) 2011 Commercial and Agricultural Real Estate Mortgages Residential Commercial Construction Installment Loans to Individuals Unallocated Totals Allowance for Loan Losses: Ending allowance balance attributable to loans: Individually evaluated for impairment .................... Collectively evaluated for impairment .................... Total ending allowance balance......................... Loans: Individually evaluated for impairment ............................. Collectively evaluated for impairment ............................. Total ending loans balance......................... $ - $ 101 $ 1,481 $ 2,155 $ - $ - $ 3,737 418 838 1,170 620 190 181 3,417 $ 418 $ 939 $ 2,651 $ 2,775 $ 190 $ 181 $ 7,154 $ - $ 1,603 $ 6,532 $ 9,744 $ - $ 17,879 53,129 177,780 157,756 19,713 11,297 419,675 $ 53,129 $ 179,383 $ 164,288 $ 29,457 $ 11,297 $ 437,554 NOTE 6 - PREMISES AND EQUIPMENT Major classiﬁcations of premises and equipment are summarized as follows at December 31, 2012 and 2011: (In Thousands) Land ............................................................................................................................................ Premises ...................................................................................................................................... Furniture and equipment ............................................................................................................. Leasehold improvements ............................................................................................................ Total ..................................................................................................................................... Less accumulated depreciation and amortization ....................................................................... Net premises and equipment ................................................................................................ 2012 $ 1,505 7,574 7,073 1,061 17,213 8,865 $ 8,348 2011 $ 1,480 7,440 7,325 967 17,212 9,505 $ 7,707 Depreciation and amortization charged to operations for the years ended 2012, 2011, and 2010 was $762,000, $701,000, and $731,000, respectively. JSSB1004.indd 19 19 3/20/13 2:15 PM NOTE 7 - GOODWILL As of December 31, 2012 and 2011 goodwill had a gross carrying value of $3,308,000 and accumulated amortization of $276,000 resulting in a net carrying amount of $3,032,000. The gross carrying amount of goodwill is tested for impairment in the third quarter of each ﬁscal year. Based on the fair value of the reporting unit, estimated using the expected present value of future cash ﬂows, there was no evidence of impairment of the carrying amount at December 31, 2012 or 2011. NOTE 8 - TIME DEPOSITS Time deposits of $100,000 or more totaled approximately $70,119,000 on December 31, 2012 and $62,130,000 on December 31, 2011. Interest expense related to such deposits was approximately $874,000, $965,000, and $1,461,000, for the years ended December 31, 2012, 2011, and 2010, respectively. At December 31, 2012, the scheduled maturities on time deposits of $100,000 or more are as follows: (In Thousands) Three months or less ....................................................................... Three months to six months ............................................................ Six months to twelve months .......................................................... Over twelve months ........................................................................ Total ......................................................................................... 2012 $ 15,479 11,063 16,105 27,472 $ 70,119 Total time deposit maturities are as follows at December 31, 2012: (In Thousands) 2013................................................................................................. 2014................................................................................................. 2015................................................................................................. 2016................................................................................................. 2017................................................................................................. Thereafter ........................................................................................ Total ......................................................................................... 2012 $ 100,833 39,681 19,100 6,754 1,541 1,442 $ 169,351 NOTE 9 - SHORT-TERM BORROWINGS Short-term borrowings consist of securities sold under agreements to repurchase and primarily FHLB advances, which generally represent overnight or less than six month borrowings. In addition to the outstanding balances noted below, the Bank also had additional lines of credit totaling $26,606,000 available from correspondent banks other than the FHLB. The outstanding balances and related information for short-term borrowings are summarized as follows at December 31, 2012, 2011, and 2010: (In Thousands) Repurchase Agreements: Balance at year end .......................................................................................... Maximum amount outstanding at any month end ............................................ Average balance outstanding during the year .................................................. Weighted-average interest rate: At year end ................................................................................................... Paid during the year ...................................................................................... 2012 2011 2010 $ 16,968 21,609 16,951 $ 13,153 17,920 15,555 $ 13,289 20,815 14,305 0.65% 0.73% 1.02% 1.21% 1.58% 1.80% Open Repo Plus: Balance at year end .......................................................................................... Maximum amount outstanding at any month end ............................................ Average balance outstanding during the year .................................................. Weighted-average interest rate: At year end ................................................................................................... Paid during the year ...................................................................................... $ 16,236 20,175 4,009 $ 16,445 16,445 2,480 $ 14,010 14,010 1,066 0.25% 0.31% 0.34% 0.57% 0.62% 0.65% Short-Term FHLB: Balance at year end .......................................................................................... Maximum amount outstanding at any month end ............................................ Average balance outstanding during the year .................................................. Weighted-average interest rate: At year end ................................................................................................... Paid during the year ...................................................................................... $ - - - $ - 1,000 82 $ - - - - - - 0.17% - - 20 JSSB1004.indd 20 3/20/13 2:15 PM NOTE 10 – LONG-TERM BORROWINGS The following represents outstanding long-term borrowings with the FHLB by contractual maturities at December 31, 2012 and 2011: (In Thousands) Description Variable Variable Variable Variable Variable Total Variable Fixed Fixed Fixed Fixed Total Fixed Total (In Thousands) Year Ending December 31, 2013 2014 2015 2016 2017 Thereafter Maturity 2012 2013 2015 2017 2018 2013 2015 2016 2017 Weighted- Average Interest Rate 2012 - 3.74% 3.97% 4.22% 3.18% 3.88% 5.87% 6.92% 0.75% 0.91% 1.11% 2.74% Weighted- Average Interest Rate 2011 4.18% 3.74% 3.97% 4.22% 3.18% 3.95% 5.87% 6.92% - - 6.49% 4.01% Stated Interest Rate Range From 3.68% 3.74% 3.97% 4.15% 3.18% 5.87% 6.92% 0.75% 0.90% To 4.43% 3.74% 3.97% 4.28% 3.18% 5.87% 6.92% 0.75% 0.97% 2012 $ - 5,000 10,000 20,000 10,000 45,000 528 750 5,000 25,000 31,278 $ 76,278 2011 $ 15,000 5,000 10,000 20,000 10,000 60,000 528 750 - - 1,278 $ 61,278 Amount $ 5,528 - 10,750 5,000 45,000 10,000 $ 76,278 Weighted- Average Rate 3.94% - 4.18% 0.75% 2.38% 3.18% 2.74% The terms of the convertible borrowings allow the FHLB to convert the interest rate to an adjustable rate based on the three month London Interbank Offered Rate (“LIBOR”) at a predetermined anniversary date of the borrowing’s origination, ranging from three months to ﬁve years. If the FHLB converts the interest rate on one of the predetermined dates, the Bank has the ability to pay off the debt on the conversion date and quarterly thereafter without incurring the customary pre-payment penalty. The Bank maintains a credit arrangement which includes a revolving line of credit with the FHLB. Under this credit arrangement, the Bank has a remaining borrowing capacity of $156,438,000 at December 31, 2012, which is subject to annual renewal, and typically incurs no service charges. Under terms of a blanket agreement, collateral for the FHLB borrowings must be secured by certain qualifying assets of the Bank which consist principally of ﬁrst mortgage loans and mortgage-backed securities. NOTE 11 - INCOME TAXES The following temporary differences gave rise to the net deferred tax asset position at December 31, 2012 and 2011: (In Thousands) Deferred tax assets: Allowance for loan losses....................................................................................................... Deferred compensation........................................................................................................... Pension ................................................................................................................................... Loan fees and discounts ......................................................................................................... Investment securities allowance ............................................................................................. Low income housing credit carryforward .............................................................................. Capital loss carryforward ........................................................................................................ Other ....................................................................................................................................... Total ................................................................................................................................ 2012 2011 $ 2,590 484 2,384 153 782 3,528 230 1,182 11,333 $ 2,432 477 2,258 409 1,292 3,250 - 963 11,081 Deferred tax liabilities: Unrealized gain on available for sale securities ..................................................................... Bond accretion ........................................................................................................................ Depreciation ........................................................................................................................... Amortization ........................................................................................................................... Total ................................................................................................................................ Deferred tax asset, net ................................................................................................................ The current low income housing credit carryforward and capital loss carryforward will expire in ten and three years, respectively. The Company fully anticipates being able to use the carryforwards. 5,236 170 369 827 6,602 $ 4,731 1,501 483 355 751 3,090 $ 7,991 JSSB1004.indd 21 21 3/20/13 2:15 PM No valuation allowance was established at December 31, 2012 and 2011, because of the Company’s ability to carry back capital losses to recover taxes paid in previous years and certain tax strategies, together with the anticipated future taxable income as evidenced by the Company’s earning potential. The provision or beneﬁt for income taxes is comprised of the following for the year ended December 31, 2012, 2011, and 2010: (In Thousands) Currently payable ......................................................................................... Deferred provision ....................................................................................... Total provision ...................................................................................... 2012 $ 2,726 (128) $ 2,598 2011 $ 2,370 (457) $ 1,913 2010 $ 1,625 (243) $ 1,382 A reconciliation between the expected income tax or beneﬁt and the effective income tax rate on income before income tax provision or beneﬁt follows for the year ended December 31, 2012, 2011, and 2010: (In Thousands) Provision at expected rate ................................... Decrease in tax resulting from: Tax-exempt income ..................................... Tax credits ................................................... Other, net ..................................................... Effective income tax provision and rate ............. 2012 2011 2010 Amount $ 5,592 % Amount 34.00% $ 4,854 % Amount 34.00% $ 4,186 % 34.00% (2,235) (737) (22) $ 2,598 (13.59) (2,141) (4.48) (737) (0.13) (63) 15.80% $ 1,913 (2,061) (15.00) (705) (5.16) (0.44) (38) 13.40% $ 1,382 (16.74) (5.73) (0.31) 11.22% NOTE 12 - EMPLOYEE BENEFIT PLANS Deﬁned Beneﬁt Pension Plan The Company has a noncontributory deﬁned beneﬁt pension plan (the “Plan”) for all employees meeting certain age and length of service requirements that were hired prior to January 1, 2004, at which time entrance into the Plan was frozen. Beneﬁts are based primarily on years of service and the average annual compensation during the highest ﬁve consecutive years within the ﬁnal ten years of employment. The following table sets forth the obligation and funded status as of December 31, 2012 and 2011: (In Thousands) (cid:38)(cid:75)(cid:68)(cid:81)(cid:74)(cid:72)(cid:3)(cid:76)(cid:81)(cid:3)(cid:69)(cid:72)(cid:81)(cid:72)(cid:191)(cid:87)(cid:3)(cid:82)(cid:69)(cid:79)(cid:76)(cid:74)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:29) 2012 2011 Beneﬁt obligation at beginning of year .................................................... Service cost ............................................................................................... Interest cost ............................................................................................... Actuarial loss (gain) .................................................................................. Beneﬁts paid ............................................................................................. Other, change in actuarial assumptions .................................................... Beneﬁt obligation at end of year ............................................................... $ 16,165 542 746 726 (562) 1,456 19,073 $ 13,448 396 712 (262) (370) 2,241 16,165 Change in plan assets: Fair value of plan assets at beginning of year ........................................... Actual return on plan assets ...................................................................... Employer contribution .............................................................................. Beneﬁts paid ............................................................................................. Adjustment to fair value of plan assets ..................................................... Fair value of plan assets at end of year ..................................................... Funded status ............................................................................................ 9,525 1,503 1,675 (644) 19 12,078 $ (6,995) 9,034 (109) 960 (398) 38 9,525 $ (6,640) Accounts recognized on balance sheet as: Total liabilities .......................................................................................... $ (6,995) $ (6,640) Amounts not yet recognized as a component of net periodic pension cost: Amounts recognized in accumulated other comprehensive income consist of: Net transition asset .................................................................................... Prior service cost ....................................................................................... Net loss ..................................................................................................... Total ................................................................................................................. $ - 26 7,257 $ 7,283 $ (2) 51 6,213 $ 6,262 The accumulated beneﬁt obligation for the Plan was $16,642,000 and $14,450,000 at December 31, 2012 and 2011, respectively. 22 JSSB1004.indd 22 3/20/13 2:15 PM Components of Net Periodic Cost and Other Amounts Recognized in Other Comprehensive Income as of December 31, 2012, 2011, and 2010 are as follows: 2012 2011 (In Thousands) Net periodic pension cost: Service cost ..................................................................................................... Interest cost ..................................................................................................... Expected return on plan assets ........................................................................ Amortization of transition asset ...................................................................... Amortization of prior service cost .................................................................. Amortization of unrecognized net loss ........................................................... Net periodic beneﬁt cost ................................................................................. The estimated net transition asset and prior service cost for the deﬁned beneﬁt pension plan that will be amortized from accumulated other comprehensive income (loss) into net periodic beneﬁt cost over the next ﬁscal year are $2,000 and $25,000, respectively. Assumptions Weighted-average assumptions used to determine beneﬁt obligations at December 31, 2012, 2011, and 2010: $ 624 746 (820) (2) 25 436 $ 1,009 $ 424 712 (742) (3) 26 164 $ 581 $ 527 682 (642) (3) 25 146 $ 735 2010 Discount rate ......................................................................................................... Rate of compensation increase .............................................................................. 2012 4.00% 3.00% 2011 4.50% 3.00% 2010 5.50% 3.00% Weighted-average assumptions used to determine net periodic cost for years ended December 31, 2012, 2011, and 2010: Discount rate ......................................................................................................... Expected long-term return on plan assets ............................................................. Rate of compensation increase .............................................................................. 2012 4.50% 8.00% 3.00% 2011 5.50% 8.00% 3.00% 2010 6.00% 8.00% 3.00% The expected long-term rate of return was estimated using market benchmarks by which the plan assets would outperform the market value in the future, based on historical experience adjusted for changes in asset allocation and expectations for overall lower future returns on similar investments compared to past periods. Plan Assets The Plan’s weighted-average asset allocations at December 31, 2012 and 2011 by asset category are as follows: Asset Category Cash ............................................................................................................................................. Fixed income securities ............................................................................................................... Equity .......................................................................................................................................... Total ..................................................................................................................................... 2012 2.27% 30.24% 67.49% 100.00% 2011 3.24% 36.30% 60.46% 100.00% The investment objective for the Plan is to maximize total return with tolerance for slightly above average risk, meaning the fund is able to tolerate short-term volatility to achieve above-average returns over the long term. Asset allocation favors equities, with target allocation of approximately 60% equity securities, 37.5% ﬁxed income securities and 2.5% cash. Due to volatility in the market, the target allocation is not always desirable and asset allocations will ﬂuctuate between the acceptable ranges. The equity portfolio’s exposure is primarily in mid and large capitalization domestic equities with limited exposure to small capitalization and international stocks. It is management’s intent to give the investment managers ﬂexibility, within the overall guidelines, with respect to investment decisions and their timing. However, certain investments require speciﬁc review and approval by management. Management is also informed of anticipated, signiﬁcant modiﬁcations of any previously approved investment, or anticipated use of derivatives to execute investment strategies. The following table sets forth by level, within the fair value hierarchy detailed in Note 20 - Fair Value Measurements, the Plan’s assets at fair value as of December 31, 2012 and 2011: (In Thousands) Assets: Cash and cash equivalents ............................................................. Mutual funds - taxable ﬁxed income ............................................. Mutual funds - domestic equity ..................................................... Mutual funds - international equity ............................................... Total assets at fair value .................................................................... 2012 Level I $ 274 3,653 5,321 2,830 $ 12,078 Level II $ - - - - $ - Level III $ - - - - $ - Total $ 274 3,653 5,321 2,830 $ 12,078 JSSB1004.indd 23 23 3/20/13 2:15 PM (In Thousands) Assets: Cash and cash equivalents ............................................................. Mutual funds - taxable ﬁxed income ............................................. Mutual funds - domestic equity ..................................................... Mutual funds - international equity ............................................... Total assets at fair value .................................................................... Level I Level II Level III Total 2011 $ 304 $ - $ - $ 304 3,451 4,432 1,338 $ 9,525 $ - $ - $ 9,525 3,451 4,432 1,338 - - - - - - The following future beneﬁt payments that reﬂect expected future service, as appropriate, are expected to be paid: (In Thousands) 2013.................................................. $ 585 633 2014.................................................. 644 2015.................................................. 673 2016.................................................. 701 2017.................................................. Thereafter ......................................... 4,537 $ 7,773 The company expects to contribute a minimum of $400,000 to its Pension Plan in 2013. 401(k) Savings Plan The Company also offers a 401(k) savings plan in which eligible participating employees may elect to contribute up to a maximum percentage allowable not to exceed the limits of Code Sections 401(k), 404, and 415. The Company may make matching contributions equal to a discretionary percentage that is determined by the Board of Directors. Participants are at all times fully vested in their contributions and vest over a period of ﬁve years regarding the employer contribution. Contribution expense was approximately $118,000, $101,000, and $117,000 for the years ended December 31, 2012, 2011, and 2010, respectively. Deferred Compensation Plan The Company has a deferred compensation plan whereby participating directors elect to forego directors’ fees paid in cash. Under this plan, the Company will make payments for a ten-year period beginning at the later of age 65 or ceasing to be a director in most cases or at death, if earlier, at which time payments would be made to their designated beneﬁciaries. To fund beneﬁts under the deferred compensation plan, the Company has acquired bank-owned life insurance policies on the lives of the participating directors for which insurance beneﬁts are payable to the Company. The Company incurred expenses related to the plan of $84,000, $114,000, and $254,000 for the years ended December 31, 2012, 2011, and 2010, respectively. Beneﬁts paid under the plan were approximately $140,000, $160,000, and $160,000 in 2012, 2011, and 2010, respectively. NOTE 13 - EMPLOYEE STOCK PURCHASE PLAN The Company maintained the Penns Woods Bancorp, Inc. 2006 Employee Stock Purchase Plan (“Plan”). The Plan is intended to encourage employee participation in the ownership and economic progress of the Company. The Plan allows for up to 1,000,000 shares to be purchased by employees. The purchase price of the shares is 95% of market value with an employee eligible to purchase up to the lesser of 15% of base compensation or $12,000 in market value annually. There were 1,435 and 1,924 shares issued under the plan for the years ended December 31, 2012 and 2011, respectively. NOTE 14 - STOCK OPTIONS The Company maintained the 1998 Stock Option Plan (“1998 Plan”) for key employees and directors. Incentive stock options and nonqualiﬁed stock options were granted to eligible employees of the Bank and nonqualiﬁed options were granted to directors of the Company. Incentive nonqualiﬁed stock options granted under the 1998 Plan were exercisable not later than ten years after the date of grant. Each option granted under the 1998 Plan was exercisable only after six months following the date of grant of such options. All options issued under the 1998 Plan were either forfeited or exercised as of December 31, 2010. 24 JSSB1004.indd 24 3/20/13 2:15 PM NOTE 15 - RELATED PARTY TRANSACTIONS Certain directors and executive ofﬁcers of the Company and the Bank, including their immediate families and companies in which they are principal owners (more than ten percent), are indebted to the Company. Such indebtedness was incurred in the ordinary course of business on the same terms and at those rates prevailing at the time for comparable transactions with others. A summary of loan activity with executive ofﬁcers, directors, principal shareholders, and associates of such persons is listed below for the years ended December 31, 2012 and 2011: (In Thousands) 2012 2011 Beginning Balance $ 8,644 8,366 Additions $ 1,764 3,877 Repayments $ (926) (3,599) Resigned $ (6,299) - Ending Balance $ 3,183 8,644 Deposits from related parties held by the Bank amounted to $3,525,000 at December 31, 2012 and $5,668,000 at December 31, 2011. NOTE 16 – COMMITMENTS AND CONTINGENT LIABILITIES The following schedule shows future minimum rental payments under operating leases with noncancellable terms in excess of one year as of December 31, 2012: (In Thousands) 2013.................................................................................... 2014.................................................................................... 2015.................................................................................... 2016.................................................................................... 2017.................................................................................... Thereafter ........................................................................... Total ............................................................................ $ 439 444 408 352 358 1,186 $ 3,187 The Company’s operating lease obligations represent short and long-term lease and rental payments for facilities and equipment. Total rental expense for all operating leases for the years ended December 31, 2012, 2011, and 2010 were $425,000, $399,000 and $387,000. The Company is subject to lawsuits and claims arising out of its business. There are no such legal proceedings or claims currently pending or threatened other than those encountered during the normal course of business. NOTE 17 - OFF-BALANCE SHEET RISK The Company is a party to ﬁnancial instruments with off-balance sheet risk in the normal course of business to meet the ﬁnancing needs of its customers. These ﬁnancial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit, interest rate, or liquidity risk in excess of the amount recognized in the Consolidated Balance Sheet. The contract amounts of these instruments express the extent of involvement the Company has in particular classes of ﬁnancial instruments. The Company’s exposure to credit loss from nonperformance by the other party to the ﬁnancial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company may require collateral or other security to support ﬁnancial instruments with off-balance sheet credit risk. Financial instruments whose contract amounts represent credit risk are as follows at December 31, 2012 and 2011: (In Thousands) Commitments to extend credit ............................................................. Standby letters of credit ....................................................................... 2012 $ 90,503 3,768 2011 $ 80,320 1,180 Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have ﬁxed expiration dates or other termination clauses and may require payment of fees. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, on an extension of credit is based on management’s credit assessment of the counterparty. Standby letters of credit represent conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments are issued primarily to support bid or performance related contracts. The coverage period for these instruments is typically a one year period with an annual renewal option subject to prior approval by management. Fees earned from the issuance of these letters are recognized upon expiration of the coverage period. For secured letters of credit, the collateral is typically Bank deposit instruments or customer business assets. JSSB1004.indd 25 25 3/20/13 2:15 PM NOTE 18 - CAPITAL REQUIREMENTS Federal regulations require the Company and the Bank to maintain minimum amounts of capital. Speciﬁcally, each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets. In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) established ﬁve capital categories ranging from “well capitalized” to “critically undercapitalized.” Should any institution fail to meet the requirements to be considered “adequately capitalized,” it would become subject to a series of increasingly restrictive regulatory actions. As of December 31, 2012 and 2011, the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be classiﬁed as a well capitalized ﬁnancial institution, Total risk-based, Tier 1 risk-based, and Tier 1 leverage capital ratios must be at least 10%, 6%, and 5%, respectively. The Company’s and the Bank’s actual capital ratios are presented in the following tables, which shows that both met all regulatory capital requirements. (In Thousands) Total Capital Consolidated Company 2012 2011 Amount Ratio Amount Ratio (to Risk-weighted Assets) Actual ............................................................. For Capital Adequacy Purposes ..................... To Be Well Capitalized .................................. Tier I Capital $ 85,377 45,641 57,051 (to Risk-weighted Assets) Actual ............................................................. For Capital Adequacy Purposes ..................... To Be Well Capitalized .................................. Tier I Capital $ 77,717 22,820 34,231 (to Average Assets) Actual ............................................................. For Capital Adequacy Purposes ..................... To Be Well Capitalized .................................. $ 77,717 32,818 41,022 14.97% 8.00 10.00 13.62% 4.00 6.00 9.47% 4.00 5.00 $ 77,863 40,796 50,995 $ 71,064 20,398 30,597 $ 71,064 29,688 37,110 15.27% 8.00 10.00 13.94% 4.00 6.00 9.57% 4.00 5.00 (In Thousands) Total Capital Bank 2012 2011 Amount Ratio Amount Ratio (to Risk-weighted Assets) Actual ............................................................. For Capital Adequacy Purposes ..................... To Be Well Capitalized .................................. Tier I Capital $ 72,379 45,113 56,392 (to Risk-weighted Assets) Actual ............................................................. For Capital Adequacy Purposes ..................... To Be Well Capitalized .................................. Tier I Capital $ 65,323 22,557 33,835 (to Average Assets) Actual ............................................................. For Capital Adequacy Purposes ..................... To Be Well Capitalized .................................. $ 65,323 32,570 40,713 12.84% 8.00 10.00 11.58% 4.00 6.00 8.02% 4.00 5.00 $ 66,734 40,074 50,093 $ 60,454 20,037 30,056 $ 60,454 29,342 36,678 13.32% 8.00 10.00 12.07% 4.00 6.00 8.24% 4.00 5.00 NOTE 19 - REGULATORY RESTRICTIONS The Pennsylvania Banking Code restricts the availability of capital funds for payment of dividends by all state-chartered banks. Accordingly, at December 31, 2012, the balance in the additional paid in capital account totaling $11,657,000 is unavailable for dividends. The Bank is subject to regulatory restrictions, which limit its ability to loan funds to Penns Woods Bancorp, Inc. At December 31, 2012, the regulatory lending limit amounted to approximately $10,941,000. Cash and Due from Banks Included in cash and due from banks are reserves required by the district Federal Reserve Bank of $208,000 and $1,131,000 at December 31, 2012 and 2011, respectively. The required reserves are computed by applying prescribed ratios to the classes of average deposit balances. These are held in the form of cash on hand and a balance maintained directly with the Federal Reserve Bank. 26 JSSB1004.indd 26 3/20/13 2:15 PM NOTE 20 - FAIR VALUE MEASUREMENTS The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value. The three broad levels of pricing observations are as follows: Level I: Level II: Quoted prices are available in active markets for identical assets or liabilities as of the reported date. 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 includes 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. Valuations derived from valuation techniques in which one or more signiﬁcant inputs or signiﬁcant value drivers are unobservable. Level III: This hierarchy requires the use of observable market data when available. The following table presents the assets reported on the balance sheet at their fair value on a recurring basis as of December 31, 2012 and 2011, by level within the fair value hierarchy. Financial assets and liabilities are classiﬁed in their entirety based on the lowest level of input that is signiﬁcant to the fair value measurement. (In Thousands) 2012 Level I Level II Level III Total Assets measured on a recurring basis: Investment securities, available for sale: U.S. Government and agency securities .............................. State and political securities ................................................. Other debt securities ............................................................ Financial institution equity securities .................................. Other equity securities ......................................................... Total assets measured on a recurring basis .......................... (In Thousands) Assets measured on a recurring basis: Investment securities, available for sale: U.S. Government and agency securities .............................. State and political securities ................................................. Other debt securities ............................................................ Financial institution equity securities .................................. Other equity securities ......................................................... Total assets measured on a recurring basis .......................... $ - - - 9,548 2,105 $ 11,653 $ 25,840 180,224 71,599 - - $ 277,663 $ - - - - - $ - $ 25,840 180,224 71,599 9,548 2,105 $ 289,316 Level I Level II Level III Total 2011 $ - - - 10,802 2,809 $ 13,611 $ 28,671 178,301 49,514 - - $ 256,486 $ - - - - - $ - $ 28,671 178,301 49,514 10,802 2,809 $ 270,097 The following table presents the assets reported on the balance sheet at their fair value on a non-recurring basis as of December 31, 2012 and 2011, by level within the fair value hierarchy. Financial assets and liabilities are classiﬁed in their entirety based on the lowest level of input that is signiﬁcant to the fair value measurement. (In Thousands) Level I Level II Level III Total 2012 Assets measured on a non-recurring basis: Impaired loans ...................................................................... $ - Other real estate owned ........................................................ - Total assets measured on a non-recurring basis ................... $ - $ - - $ - $ 14,435 1,449 $ 15,884 $ 14,435 1,449 $ 15,884 (In Thousands) Level I Level II Level III Total 2011 Assets measured on a non-recurring basis: Impaired loans ...................................................................... $ - Other real estate owned ........................................................ - Total assets measured on a non-recurring basis ................... $ - The following table provides a listing of signiﬁcant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques as of December 31, 2012: $ - - $ - $ 14,142 2,144 $ 16,286 $ 14,142 2,144 $ 16,286 (In Thousands) Impaired loans Quantitative Information About Level III Fair Value Measurements Fair Value Valuation Technique(s) $ 14,435 Discounted cash ﬂow Temporary reduction in payment amount 0 to -55% Unobservable Inputs Range Weighted Average Appraisal of collateral Probability of default Appraisal adjustments (1) 0% 0 to -20% -27% -11% Other real estate owned $ 1,449 Appraisal of collateral (1) (1) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. JSSB1004.indd 27 27 3/20/13 2:15 PM The signiﬁcant unobservable inputs used in the fair value measurement of the Company’s impaired loans using the discounted cash ﬂow valuation technique include temporary changes in payment amounts and the probability of default. Signiﬁcant increases (decreases) in payment amounts would result in signiﬁcantly higher (lower) fair value measurements. The probability of default is 0% for impaired loans using the discounted cash ﬂow valuation technique because all defaulted impaired loans are valued using the appraisal of collateral valuation technique. The signiﬁcant unobservable input used in the fair value measurement of the Company’s impaired loans using the appraisal of collateral valuation technique include appraisal adjustments, which are adjustments to appraisals by management for qualitative factors such as economic conditions and estimated liquidation expenses. The signiﬁcant unobservable input used in the fair value measurement of the Company’s other real estate owned are the same inputs used to value impaired loans using the appraisal of collateral valuation technique. NOTE 21 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company is required to disclose fair values for its ﬁnancial instruments. Fair values are made at a speciﬁc point in time, based on relevant market information and information about the ﬁnancial instrument. These fair values do not reﬂect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular ﬁnancial instrument. Also, it is the Company’s general practice and intention to hold most of its ﬁnancial instruments to maturity and not to engage in trading or sales activities. Because no market exists for a signiﬁcant portion of the Company’s ﬁnancial instruments, fair values are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various ﬁnancial instruments, and other factors. These fair values 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 fair values. Fair values have been determined by the Company using historical data and an estimation methodology suitable for each category of ﬁnancial instruments. The Company’s fair values, methods, and assumptions are set forth below for the Company’s other ﬁnancial instruments. As certain assets and liabilities, such as deferred tax assets, premises and equipment, and many other operational elements of the Company, are not considered ﬁnancial instruments but have value, the fair value of ﬁnancial instruments would not represent the full market value of the Company. The fair values of the Company’s ﬁnancial instruments are as follows at December 31, 2012 and 2011: (In Thousands) Fair Value Measurements at December 31, 2012 Financial assets: Cash and cash equivalents ....................... Investment securities: Available for sale.................................. Held to maturity ................................... Loans held for sale ................................... Loans, net ................................................. Bank-owned life insurance ...................... Accrued interest receivable ...................... Financial liabilities: Interest-bearing deposits .......................... Noninterest-bearing deposits ................... Short-term borrowings ............................. Long-term borrowings, FHLB ................. Accrued interest payable .......................... (In Thousands) Financial assets: Cash and cash equivalents ....................... Investment securities: Available for sale.................................. Held to maturity ................................... Loans held for sale ................................... Loans, net ................................................. Bank-owned life insurance ...................... Accrued interest receivable ...................... Financial liabilities: Interest-bearing deposits .......................... Noninterest-bearing deposits ................... Short-term borrowings ............................. Long-term borrowings, FHLB ................. Accrued interest payable .......................... 28 JSSB1004.indd 28 Carrying Value Fair Value Quoted Prices in Active Markets for Identical Assets (Level I) Signiﬁcant Other Observable Inputs (Level II) Signiﬁcant Unobservable Inputs (Level III) $ 15,142 $ 15,142 $ 15,142 $ - $ - 289,316 - 3,774 504,615 16,362 4,099 289,316 - 3,774 506,406 16,362 4,099 11,653 - 3,774 - 16,362 4,099 277,663 - - - - - - - - 506,406 - - $ 527,073 114,953 33,204 76,278 366 $ 530,485 114,953 33,204 80,772 366 $ 359,979 114,953 33,204 - 366 $ - - - - - $ 170,506 - - 80,772 - December 31, 2011 Fair Value Carrying Value $ 13,885 $ 13,885 270,097 54 3,787 428,805 16,065 3,905 270,097 55 3,787 424,586 16,065 3,905 $ 470,310 111,354 29,598 61,278 536 $ 471,212 111,354 29,598 65,848 536 3/20/13 2:15 PM Cash and Cash Equivalents, Loans Held for Sale, Accrued Interest Receivable, Short-term Borrowings, and Accrued Interest Payable: The fair value is equal to the carrying value. Investment Securities: The fair value of investment securities available for sale and held to maturity is equal to the available quoted market price. If no quoted market price is available, fair value is determined by using the quoted market price for similar securities. Regulatory stocks’ fair value is equal to the carrying value. Loans: Fair values are determined for portfolios of loans with similar ﬁnancial characteristics. Loans are segregated by type such as commercial, commercial real estate, residential real estate, construction real estate, and other consumer. Each loan category is further segmented into ﬁxed and adjustable rate interest terms and by performing and nonperforming categories. The fair value of performing loans is calculated by discounting scheduled cash ﬂows through the estimated maturity using market discount rates that reﬂect the credit and interest rate risk inherent in the loan. The estimate of maturity is based on the Company’s historical experience with repayments for each loan classiﬁcation, modiﬁed, as required, by an estimate of the effect of current economic and lending conditions. Fair value for signiﬁcant nonperforming loans is based on recent external appraisals. If appraisals are not available, estimated cash ﬂows are discounted using a rate commensurate with the risk associated with the estimated cash ﬂows. Assumptions regarding credit risk, cash ﬂows, and discounted rates are judgmentally determined using available market information and speciﬁc borrower information. Bank-Owned Life Insurance: The fair value is equal to the cash surrender value of the life insurance policies. Deposits: The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings, NOW, and money market accounts, is equal to the amount payable on demand as of December 31, 2012 and 2011. The fair value of certiﬁcates of deposit is based on the discounted value of contractual cash ﬂows. The fair values above do not include the beneﬁt that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible. Long Term Borrowings, FHLB: The fair value of long term borrowings is based on the discounted value of contractual cash ﬂows. Commitments to Extend Credit, Standby Letters of Credit, and Financial Guarantees Written: There is no material difference between the notional amount and the fair value of off-balance sheet items at December 31, 2012 and 2011. The contractual amounts of unfunded commitments and letters of credit are presented in Note 17. JSSB1004.indd 29 29 3/20/13 2:15 PM NOTE 22 – PARENT COMPANY ONLY FINANCIAL STATEMENTS Condensed ﬁnancial information for Penns Woods Bancorp, Inc. follows: CONDENSED BALANCE SHEET, DECEMBER 31, (In Thousands) ASSETS: Cash ....................................................................................................... Investment in subsidiaries: Bank ................................................................................................... Nonbank ............................................................................................. Other assets ............................................................................................ 2012 2011 $ 207 $ 69 79,653 13,575 388 67,770 12,475 272 Total Assets ........................................................................................ $ 93,823 $ 80,586 LIABILITIES AND SHAREHOLDERS’ EQUITY: Other liabilities ...................................................................................... Shareholders’ equity .............................................................................. $ 97 93,726 $ 126 80,460 Total liability and shareholders’ equity.............................................. $ 93,823 $ 80,586 CONDENSED STATEMENT OF INCOME FOR THE YEARS ENDED DECEMBER 31, (In Thousands) Operating income: 2012 2011 2010 Dividends from subsidiaries .................................................................. Security gains ......................................................................................... Equity in undistributed earnings of subsidiaries .................................... Operating expenses ....................................................................................... $ 8,034 4 6,407 (595) $ 7,266 - 5,414 (318) $ 7,365 - 3,892 (328) Net income ............................................................................................. $ 13,850 $ 12,362 $ 10,929 Comprehensive income ................................................................................. $ 20,426 $ 20,832 $ 6,729 CONDENSED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, (In Thousands) OPERATING ACTIVITIES: Net income .................................................................................................... Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of subsidiaries .................................... Other, net ............................................................................................... Net cash provided by operating activities ...................................... INVESTING ACTIVITIES: 2012 2011 2010 $ 13,850 $ 12,362 $ 10,929 (6,407) (145) 7,298 (5,414) 23 6,971 (3,892) (25) 7,012 Investment in subsidiaries ...................................................................... - - - FINANCING ACTIVITIES: Dividends paid ....................................................................................... Issuance of common stock ..................................................................... Stock options exercised ......................................................................... Purchase of treasury stock ..................................................................... Net cash used for ﬁnancing activities ............................................. NET INCREASE (DECREASE) IN CASH ................................................. CASH, BEGINNING OF YEAR .................................................................. (7,214) 54 - - (7,160) 138 69 (7,059) 67 - - (6,992) (21) 90 (7,056) 67 10 (46) (7,025) (13) 103 CASH, END OF YEAR ................................................................................ $ 207 $ 69 $ 90 30 JSSB1004.indd 30 3/20/13 2:15 PM NOTE 23 – CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (In Thousands, Except Per Share Data) 2012 Interest income ..................................................................... Interest expense .................................................................... Net interest income .............................................................. Provision for loan losses ...................................................... Non-interest income, excluding securities gains ................. Securities gains, net ............................................................. Non-interest expense ............................................................ Income before income tax provision .................................... Income tax provision ............................................................ Net income ........................................................................... March 31, $ 9,285 1,615 7,670 600 2,174 589 5,464 4,369 680 $ 3,689 For the Three Months Ended Sept. 30, $ 9,267 1,577 7,690 600 2,324 447 5,458 4,403 736 $ 3,667 June 30, $ 9,280 1,582 7,698 600 2,111 170 5,343 4,036 638 $ 3,398 Dec. 31, $ 9,275 1,437 7,838 725 2,206 79 5,758 3,640 544 $ 3,096 Earnings per share - basic .................................................... $ 0.96 $ 0.89 $ 0.95 $ 0.81 Earnings per share - diluted ................................................. $ 0.96 $ 0.89 $ 0.95 $ 0.81 (In Thousands, Except Per Share Data) 2011 Interest income ..................................................................... Interest expense .................................................................... Net interest income .............................................................. Provision for loan losses ...................................................... Non-interest income, excluding securities gains ................. Securities gains, net ............................................................. Non-interest expense ............................................................ Income before income tax provision .................................... Income tax provision ............................................................ Net income ........................................................................... March 31, $ 8,982 1,985 6,997 600 1,820 125 4,988 3,354 501 $ 2,853 For the Three Months Ended Sept. 30, $ 9,173 1,963 7,210 600 1,982 8 4,968 3,632 482 $ 3,150 June 30, $ 8,884 1,966 6,918 600 1,864 9 4,856 3,335 371 $ 2,964 Dec. 31, $ 9,337 1,742 7,595 900 1,932 479 5,152 3,954 559 $ 3,395 Earnings per share - basic .................................................... $ 0.74 $ 0.78 $ 0.82 $ 0.88 Earnings per share - diluted ................................................. $ 0.74 $ 0.78 $ 0.82 $ 0.88 NOTE 24 – PENDING ACQUISITION On October 18, 2012, the Company entered into a deﬁnitive merger agreement with Luzerne National Bank Corporation (“Luzerne”) under which the Company will acquire Luzerne in a stock and cash transaction. Under the terms of the merger agreement, the Company will acquire all of the outstanding shares of Luzerne for a total purchase price of approximately $44.5 million as of the date of the agreement. Luzerne shareholders will have the opportunity to elect to receive for each outstanding share of Luzerne common stock either 1.5534 shares of the Company’s common stock, $61.86 in cash or a combination of cash or stock. All shareholder elections will be subject to allocation and proration procedures set forth in the merger agreement that are designed to ensure that no more than 10% of the outstanding Luzerne shares are exchanged for cash. The transaction is expected to be a tax-free exchange to the extent that shareholders of Luzerne receive stock in exchange for their shares. The transaction is expected to close in the second quarter of 2013 subject to customary closing conditions, including receipt of regulatory approvals and approvals by shareholders of both the Company and Luzerne. JSSB1004.indd 31 31 3/20/13 2:15 PM REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Penns Woods Bancorp, Inc. We have audited the accompanying consolidated balance sheet of Penns Woods Bancorp, Inc. and subsidiaries (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash ﬂows for each of the three years in the period ended December 31, 2012. These ﬁnancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these ﬁnancial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the ﬁnancial statements. An audit also includes assessing the accounting principles used and signiﬁcant estimates made by management, as well as evaluating the overall ﬁnancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated ﬁnancial statements referred to above present fairly, in all material respects, the ﬁnancial position of the Company as of December 31, 2012 and 2011, and the results of its operations and its cash ﬂows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over ﬁnancial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 12, 2013, expressed an unqualiﬁed opinion on the effectiveness of the Company’s internal control over ﬁnancial reporting. Wexford, Pennsylvania March 12, 2013 32 JSSB1004.indd 32 3/20/13 2:15 PM Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations RESULTS OF OPERATIONS NET INTEREST INCOME Net interest income is determined by calculating the difference between the yields earned on interest-earning assets and the rates paid on interest-bearing liabilities. To compare the tax-exempt asset yields to taxable yields, amounts are adjusted to taxable equivalents based on the marginal corporate federal tax rate of 34%. The tax equivalent adjustments to net interest income for 2012, 2011, and 2010 were $3,203,000, $3,122,000, and $3,018,000, respectively. 2012 vs 2011 Reported net interest income increased $2,176,000 or 7.58% to $30,896,000 for the year ended December 31, 2012 compared to the year ended December 31, 2011, although the yield on earning assets decreased to 5.25% from 5.82%. On a tax equivalent basis, the change in net interest income was an increase of $2,257,000 or 7.09% to $34,099,000 for the year ended December 31, 2012 compared to the year ended December 31, 2011. Total interest income increased $731,000 as the impact of growth in the average balance of the loan and investment portfolios was offset by a decline in the portfolio yields caused by the prolonged low interest rate cycle enacted by the Federal Open Markets Committee (“FOMC”). Interest income recognized on the loan portfolio increased $185,000 due to a $44,768,000 increase in the average balance in the loan portfolio which was partially offset by interest rates repricing downward. Interest and dividend income generated from the investment portfolio and interest bearing cash deposits increased $546,000. The increase was driven by portfolio growth, which more than compensated for a decrease in yield of 70 basis points (“bp”). Interest expense decreased $1,445,000 to $6,211,000 for the year ended December 31, 2012 compared to 2011. Leading the decrease in interest expense was a decline of 20.17% or $921,000 related to deposits. The FOMC actions noted previously together with a strategic focus on core deposits led to a 28 bp decline in the rate paid on interest-bearing deposits from 0.99% for the year ended December 31, 2011 to 0.71% for the year ended December 31, 2012. Leading the signiﬁcant decline in interest-bearing deposit expense was a decline in the cost of time deposits of 33 bp’s and a decline in the cost of money market deposits of 37 bp’s. The overall growth in average deposit balances of $69,838,000 allowed for a reduction in average long-term borrowings of $4,885,000 while funding the growth in the average loans of $44,768,000. 2011 vs 2010 Reported net interest income increased $2,226,000 or 8.40% to $28,720,000 for the year ended December 31, 2011 compared to the year ended December 31, 2010, although the yield on earning assets decreased to 5.82% from 6.08% respectively. On a tax equivalent basis, the change in net interest income was an increase of $2,330,000 or 7.90% to $31,842,000 for the year ended December 31, 2011 compared to the year ended December 31, 2010. Total interest income remained steady as the impact of growth in the average balance of the loan and investment portfolios was offset by a decline in the portfolio yields caused by the prolonged low interest rate cycle enacted by the Federal Open Markets Committee (“FOMC”). Interest income recognized on the loan portfolio decreased $326,000 as a portion of the portfolio repriced downward due to the FOMC actions that have maintained the prime rate at 3.25% dictating that new loan generation occurred at lower rates than the existing portfolio. Interest and dividend income generated from the investment portfolio and interest bearing cash deposits increased $340,000. The increase was driven by portfolio growth, which more than compensated for a decrease in yield of 35 basis points (“bp”). Interest expense decreased $2,212,000 to $7,656,000 for the year ended December 31, 2011 compared to 2010. Leading the decrease in interest expense was a decline of 24.59% or $1,489,000 related to deposits. The FOMC actions noted previously together with a strategic focus on core deposits led to a 39 bp decline in the rate paid on interest-bearing deposits from 1.38% for the year ended December 31, 2010 to 0.99% for the year ended December 31, 2011. Leading the signiﬁcant decline in interest-bearing deposit expense was a decline in the cost of time deposits of 45 bp’s. The overall growth in average deposit balances of $37,344,000 allowed for a reduction in average long-term borrowings of $14,022,000 leading to a reduction in borrowed funds interest expense of $723,000. JSSB1004.indd 33 33 3/20/13 2:15 PM AVERAGE BALANCES AND INTEREST RATES The following tables set forth certain information relating to the Company’s average balance sheet and reﬂect the average yield on assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. (In Thousands) Average Balance 2012 Interest Average Rate Assets: Tax-exempt loans ........................................................................... All other loans ................................................................................ Total loans ...................................................................................... $ 23,857 446,569 470,426 $ 1,195 24,583 25,778 Taxable securities ........................................................................... Tax-exempt securities .................................................................... Total securities ............................................................................... 158,765 131,637 290,402 Interest-bearing deposits ................................................................ 6,621 6,298 8,226 14,524 8 Total interest-earning assets ........................................................... 767,449 40,310 Other assets .................................................................................... 49,070 Total assets ..................................................................................... $ 816,519 LIABILITIES AND SHAREHOLDERS’ EQUITY: Savings ........................................................................................... Super Now deposits ....................................................................... Money market deposits .................................................................. Time deposits ................................................................................. Total interest-bearing deposits ....................................................... $ 78,724 118,515 145,339 173,274 515,852 Short-term borrowings ................................................................... Long-term borrowings, FHLB ....................................................... Total borrowings ............................................................................ 20,961 64,994 85,955 Total interest-bearing liabilities ..................................................... 601,807 Demand deposits ............................................................................ Other liabilities ............................................................................... Shareholders’ equity ...................................................................... 113,431 11,126 90,155 65 610 734 2,236 3,645 137 2,429 2,566 6,211 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY Interest rate spread ......................................................................... Net interest income/margin ............................................................ $ 816,519 $ 34,099 5.01% 5.50% 5.48% 3.97% 6.25% 5.00% 0.12% 5.25% 0.08% 0.51% 0.51% 1.29% 0.71% 0.65% 3.68% 2.94% 1.03% 4.22% 4.45% (cid:0) (cid:0) (cid:0) (cid:0) (cid:115)(cid:0) (cid:38)(cid:69)(cid:69)(cid:83)(cid:0)(cid:79)(cid:78)(cid:0)(cid:76)(cid:79)(cid:65)(cid:78)(cid:83)(cid:0)(cid:65)(cid:82)(cid:69)(cid:0)(cid:73)(cid:78)(cid:67)(cid:76)(cid:85)(cid:68)(cid:69)(cid:68)(cid:0)(cid:87)(cid:73)(cid:84)(cid:72)(cid:0)(cid:73)(cid:78)(cid:84)(cid:69)(cid:82)(cid:69)(cid:83)(cid:84)(cid:0)(cid:79)(cid:78)(cid:0)(cid:76)(cid:79)(cid:65)(cid:78)(cid:83)(cid:0)(cid:65)(cid:83)(cid:0)(cid:70)(cid:79)(cid:76)(cid:76)(cid:79)(cid:87)(cid:83)(cid:26)(cid:0)(cid:18)(cid:16)(cid:17)(cid:18)(cid:0)(cid:13)(cid:0)(cid:4)(cid:19)(cid:21)(cid:22)(cid:12)(cid:16)(cid:16)(cid:16)(cid:27)(cid:0)(cid:18)(cid:16)(cid:17)(cid:17)(cid:0)(cid:13)(cid:0)(cid:4)(cid:19)(cid:16)(cid:22)(cid:12)(cid:16)(cid:16)(cid:16)(cid:27)(cid:0)(cid:18)(cid:16)(cid:17)(cid:16)(cid:0)(cid:13)(cid:0)(cid:4)(cid:20)(cid:19)(cid:25)(cid:12)(cid:16)(cid:16)(cid:16)(cid:14)(cid:0) (cid:115)(cid:0) (cid:41)(cid:78)(cid:70)(cid:79)(cid:82)(cid:77)(cid:65)(cid:84)(cid:73)(cid:79)(cid:78)(cid:0)(cid:79)(cid:78)(cid:0)(cid:84)(cid:72)(cid:73)(cid:83)(cid:0)(cid:84)(cid:65)(cid:66)(cid:76)(cid:69)(cid:0)(cid:72)(cid:65)(cid:83)(cid:0)(cid:66)(cid:69)(cid:69)(cid:78)(cid:0)(cid:67)(cid:65)(cid:76)(cid:67)(cid:85)(cid:76)(cid:65)(cid:84)(cid:69)(cid:68)(cid:0)(cid:85)(cid:83)(cid:73)(cid:78)(cid:71)(cid:0)(cid:65)(cid:86)(cid:69)(cid:82)(cid:65)(cid:71)(cid:69)(cid:0)(cid:68)(cid:65)(cid:73)(cid:76)(cid:89)(cid:0)(cid:66)(cid:65)(cid:76)(cid:65)(cid:78)(cid:67)(cid:69)(cid:0)(cid:83)(cid:72)(cid:69)(cid:69)(cid:84)(cid:83)(cid:0)(cid:84)(cid:79)(cid:0)(cid:79)(cid:66)(cid:84)(cid:65)(cid:73)(cid:78)(cid:0)(cid:65)(cid:86)(cid:69)(cid:82)(cid:65)(cid:71)(cid:69)(cid:0)(cid:66)(cid:65)(cid:76)(cid:65)(cid:78)(cid:67)(cid:69)(cid:83)(cid:14)(cid:0) (cid:115)(cid:0) (cid:46)(cid:79)(cid:78)(cid:65)(cid:67)(cid:67)(cid:82)(cid:85)(cid:65)(cid:76)(cid:0)(cid:76)(cid:79)(cid:65)(cid:78)(cid:83)(cid:0)(cid:72)(cid:65)(cid:86)(cid:69)(cid:0)(cid:66)(cid:69)(cid:69)(cid:78)(cid:0)(cid:73)(cid:78)(cid:67)(cid:76)(cid:85)(cid:68)(cid:69)(cid:68)(cid:0)(cid:87)(cid:73)(cid:84)(cid:72)(cid:0)(cid:76)(cid:79)(cid:65)(cid:78)(cid:83)(cid:0)(cid:70)(cid:79)(cid:82)(cid:0)(cid:84)(cid:72)(cid:69)(cid:0)(cid:80)(cid:85)(cid:82)(cid:80)(cid:79)(cid:83)(cid:69)(cid:0)(cid:79)(cid:70)(cid:0)(cid:65)(cid:78)(cid:65)(cid:76)(cid:89)(cid:90)(cid:73)(cid:78)(cid:71)(cid:0)(cid:78)(cid:69)(cid:84)(cid:0)(cid:73)(cid:78)(cid:84)(cid:69)(cid:82)(cid:69)(cid:83)(cid:84)(cid:0)(cid:69)(cid:65)(cid:82)(cid:78)(cid:73)(cid:78)(cid:71)(cid:83)(cid:14)(cid:0) (cid:115)(cid:0) (cid:41)(cid:78)(cid:67)(cid:79)(cid:77)(cid:69)(cid:0)(cid:65)(cid:78)(cid:68)(cid:0)(cid:82)(cid:65)(cid:84)(cid:69)(cid:83)(cid:0)(cid:79)(cid:78)(cid:0)(cid:65)(cid:0)(cid:70)(cid:85)(cid:76)(cid:76)(cid:89)(cid:0)(cid:84)(cid:65)(cid:88)(cid:65)(cid:66)(cid:76)(cid:69)(cid:0)(cid:69)(cid:81)(cid:85)(cid:73)(cid:86)(cid:65)(cid:76)(cid:69)(cid:78)(cid:84)(cid:0)(cid:66)(cid:65)(cid:83)(cid:73)(cid:83)(cid:0)(cid:73)(cid:78)(cid:67)(cid:76)(cid:85)(cid:68)(cid:69)(cid:0)(cid:65)(cid:78)(cid:0)(cid:65)(cid:68)(cid:74)(cid:85)(cid:83)(cid:84)(cid:77)(cid:69)(cid:78)(cid:84)(cid:0)(cid:70)(cid:79)(cid:82)(cid:0)(cid:84)(cid:72)(cid:69)(cid:0)(cid:68)(cid:73)(cid:70)(cid:70)(cid:69)(cid:82)(cid:69)(cid:78)(cid:67)(cid:69)(cid:0)(cid:66)(cid:69)(cid:84)(cid:87)(cid:69)(cid:69)(cid:78)(cid:0)(cid:65)(cid:78)(cid:78)(cid:85)(cid:65)(cid:76)(cid:0)(cid:73)(cid:78)(cid:67)(cid:79)(cid:77)(cid:69)(cid:0)(cid:70)(cid:82)(cid:79)(cid:77)(cid:0) tax-exempt obligations and the taxable equivalent of such income at the standard 34% tax rate. 34 JSSB1004.indd 34 3/20/13 2:15 PM Average Balance 2011 Interest Average Rate Average Balance 2010 Interest Average Rate $ 20,267 405,391 425,658 $ 1,213 24,386 25,599 5.99% $ 18,287 397,766 6.02% 416,053 6.01% $ 1,212 24,713 25,925 5,926 7,970 13,896 3 39,498 121 473 1,063 2,909 4,566 202 2,888 3,090 7,656 130,647 113,184 243,831 9,074 678,563 53,207 $ 731,770 $ 70,178 88,556 121,458 179,336 459,528 18,117 69,879 87,996 547,524 99,917 9,852 74,477 $ 731,770 $ 31,842 4.54% 7.04% 5.70% 0.03% 5.82% 113,714 108,658 222,372 8,782 647,207 53,734 $ 700,941 0.17% $ 64,477 65,080 0.53% 100,112 0.88% 208,274 1.62% 437,943 0.99% 15,371 83,901 99,272 537,215 84,158 8,118 71,450 1.11% 4.08% 3.47% 1.39% 4.43% 4.70% 5,784 7,665 13,449 6 39,380 183 385 1,167 4,320 6,055 265 3,548 3,813 9,868 $ 700,941 $ 29,512 6.63% 6.21% 6.23% 5.09% 7.05% 6.05% 0.07% 6.08% 0.28% 0.59% 1.17% 2.07% 1.38% 1.72% 4.17% 3.79% 1.83% 4.25% 4.57% (In Thousands) Reconcilement of Taxable Equivalent Net Interest Income 2012 2011 2010 Total interest income ............................................. $ 37,107 Total interest expense ........................................... 6,211 $ 36,376 7,656 $ 36,362 9,868 Net interest income ............................................... Tax equivalent adjustment .................................... 30,896 3,203 28,720 3,122 26,494 3,018 Net interest income (fully taxable equivalent) ...................................... $ 34,099 $ 31,842 $ 29,512 JSSB1004.indd 35 35 3/20/13 2:15 PM Rate/Volume Analysis The table below sets forth certain information regarding changes in our interest income and interest expense for the periods indicated. For interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in average volume multiplied by old rate) and (ii) changes in rates (changes in rate multiplied by old average volume). Increases and decreases due to both interest rate and volume, which cannot be separated, have been allocated proportionally to the change due to volume and the change due to interest rate. Income and interest rates are on a taxable equivalent basis. (In Thousands) Year Ended December 31, Interest income: Loans, tax-exempt ......................................... Loans ............................................................. Taxable investment securities ....................... Tax-exempt investment securities ................. Interest-bearing deposits ............................... Total interest-earning assets ...................... Interest expense: Savings deposits ............................................ Super Now deposits ...................................... Money market deposits ................................. Time deposits ................................................ Short-term borrowings .................................. Long-term borrowings, FHLB ...................... Total interest-bearing liabilities................. Change in net interest income ....................... 2012 vs. 2011 Increase (Decrease) Due To Rate Volume Net 2011 vs. 2010 Increase (Decrease) Due To Rate Volume Net $ 93 1,236 701 677 - 2,707 $ (111) (1,039) (329) (421) 5 (1,895) $ (18) 197 372 256 5 812 $ 124 457 807 318 - 1,706 $ (123) $ 1 (327) 142 305 (3) 118 (784) (665) (13) (3) (1,588) 1 139 138 (95) 2 (100) 85 (56) 137 (329) (673) (65) (459) (1,445) $ 2,622 $ (365) $ 2,257 (57) (2) (467) (578) (67) (359) (1,530) 15 127 221 (369) 39 (592) (559) $ 2,265 (77) (39) (325) (1,042) (102) (68) (1,653) $ 65 (62) 88 (104) (1,411) (63) (660) (2,212) $ 2,330 PROVISION FOR LOAN LOSSES 2012 vs 2011 The provision for loan losses is based upon management’s quarterly review of the loan portfolio. The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served. An external independent loan review is also performed annually for the Bank. Management remains committed to an aggressive program of problem loan identiﬁcation and resolution. The allowance is calculated by applying loss factors to outstanding loans by type, excluding loans for which a speciﬁc allowance has been determined. Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, and historical loan loss experience. In addition, management considers industry standards and trends with respect to nonperforming loans and its knowledge and experience with speciﬁc lending segments. Although management believes that it uses the best information available to make such determinations and that the allowance for loan losses is adequate at December 31, 2012, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations. A downturn in the local economy or employment and delays in receiving ﬁnancial information from borrowers could result in increased levels of nonperforming assets and charge- offs, increased loan loss provisions and reductions in interest income. Additionally, as an integral part of the examination process, bank regulatory agencies periodically review the Bank’s loan loss allowance adequacy. The banking regulators could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination. While determining the appropriate allowance level, management has attributed the allowance for loan losses to various portfolio segments; however, the allowance is available for the entire portfolio as needed. The allowance for loan losses increased from $7,154,000 at December 31, 2011 to $7,617,000 at December 31, 2012. At December 31, 2012, the allowance for loan losses was 1.49% of total loans compared to 1.64% of total loans at December 31, 2011. The provision for loan losses totaled $2,525,000 for the year ended December 31, 2012 compared to $2,700,000 for the year ended December 31, 2011. The decrease in the provision was appropriate when considering the gross loan growth of $76,273,000 was concentrated in well collateralized real estate backed loans with the borrowers having strong underlying ﬁnancial positions. In addition, many of our loan customers are being positively impacted by the economic stimulus being provided by the Marcellus Shale natural gas exploration. Net charge-offs of $2,062,000 represented 0.44% of average loans for the year ended December 31, 2012 compared to $1,581,000 and 0.37% for the year ended December 31, 2011. In addition, nonperforming loans decreased $303,000 to $11,706,000 at December 31, 2012 as charge-offs outpaced an increase in construction nonperforming loans. The nonperforming loans are in a secured position and have sureties with a strong underlying ﬁnancial position and/or a speciﬁc allowance within the allowance for loan losses. Internal loan review and analysis, coupled with the ratios noted previously, dictated a decrease in the provision for loan losses. Utilizing both internal and external resources, as noted, senior management has concluded that the allowance for loan losses remains at a level adequate to provide for probable losses inherent in the loan portfolio. 36 JSSB1004.indd 36 3/20/13 2:15 PM 2011 vs 2010 The allowance for loan losses increased from $6,035,000 at December 31, 2010 to $7,154,000 at December 31, 2011. At December 31, 2011, the allowance for loan losses was 1.64% of total loans compared to 1.45% of total loans at December 31, 2010. The provision for loan losses totaled $2,700,000 for the year ended December 31, 2011 compared to $2,150,000 for the year ended December 31, 2010. The increase of the provision was appropriate when considering the gross loan growth experienced during 2011 of $20,402,000 coupled with net charge-offs of $1,581,000 to average loans for the year ended December 31, 2011 of 0.37% compared to $771,000 and 0.16% for the year ended December 31, 2010. In addition, nonperforming loans increased $5,794,000 to $12,009,000 at December 31, 2011 primarily due to several commercial real estate loans that continued to have or developed ﬁnancial difﬁculties. The loans are in a secured position and have sureties with a strong underlying ﬁnancial position. In addition, a speciﬁc allowance within the allowance for loan losses has been established for these loans. Continued uncertainty surrounding the economy, internal loan review and analysis, coupled with the ratios noted previously, dictated an increase in the provision for loan losses. The increase did not equate to the increase in charge-offs and nonperforming loans due to the collateral status of the nonperforming loans and overall loan portfolio in general, which limits the loan speciﬁc allocation of the allowance for loan losses. Utilizing both internal and external resources, as noted, senior management has concluded that the allowance for loan losses remains at a level adequate to provide for probable losses inherent in the loan portfolio. NON-INTEREST INCOME 2012 vs. 2011 Total non-interest income increased $1,881,000 from the year ended December 31, 2011 to December 31, 2012. Excluding net security gains, non-interest income increased $1,217,000 year over year. Service charges decreased as customers continued to migrate to checking accounts having reduced or no service charges, while overdraft income declined due to a decreased number of overdrafts and a change in the maximum number of overdrafts a customer could incur per day. Earnings on bank-owned life insurance increased due to a non-recurring gain on death beneﬁt recognized in 2012. Insurance commissions increased as the distribution channel continued to expand. Management of The M Group continues to pursue new and build upon current relationships. However, the sales cycle for insurance and investment products can take typically from six months to one year or more to complete. The increase in other income was primarily due to increases in revenues from debit/credit card transactions and merchant card commissions as electronic payment methods continue to gain in popularity and an increasing number of merchants use our merchant card services. (In Thousands) Service charges ................................................... Securities gains, net ............................................ Bank owned life insurance .................................. Gain on sale of loans ........................................... Insurance commissions ....................................... Brokerage commissions ...................................... Other ................................................................... Total non-interest income ................................ 2012 Amount % Total $ 1,894 1,285 670 1,386 1,357 912 2,596 $ 10,100 18.75% 12.72 6.63 13.72 13.44 9.03 25.71 100.00% 2011 Amount % Total $ 2,021 621 599 1,130 933 997 1,918 $ 8,219 24.59% 7.56 7.29 13.75 11.35 12.13 23.33 100.00% Change Amount $ (127) 664 71 256 424 (85) 678 $ 1,881 % (6.28)% 106.92 11.85 22.65 45.44 (8.53) 35.35 22.89 % 2011 vs. 2010 Total non-interest income increased $760,000 from the year ended December 31, 2010 to December 31, 2011. Excluding net security gains, non-interest income increased $312,000 year over year. Service charges decreased as customers continued to migrate to checking accounts having reduced or no service charges, while overdraft income declined due to a decreased number of overdrafts. Earnings on bank-owned life insurance decreased due to a non-recurring gain on death beneﬁt recognized in 2010. Insurance and brokerage commissions remained stable as the market for these products begins to rebound. Management of The M Group continues to pursue new and build upon current relationships. However, the sales cycle for insurance and investment products can take typically from six months to one year or more to complete. The increase in other income was primarily due to increases in revenues from debit/credit card transactions and merchant card commissions as electronic payment methods continue to gain in popularity. 2010 Amount % Total 2011 Amount % Total $ 2,021 621 599 1,130 933 997 1,918 $ 8,219 24.59% $ 2,177 173 7.56 636 7.29 949 13.75 970 11.35 965 12.13 23.33 1,589 $ 7,459 100.00% 29.19% 2.32 8.53 12.72 13.00 12.94 21.30 100.00% (In Thousands) Service charges ................................................... Securities gains, net ............................................ Bank owned life insurance .................................. Gain on sale of loans ........................................... Insurance commissions ....................................... Brokerage commissions ...................................... Other ................................................................... Total non-interest income ................................ JSSB1004.indd 37 Change Amount $ (156) 448 (37) 181 (37) 32 329 $ 760 % (7.17)% 258.96 (5.82) 19.07 (3.81) 3.32 20.70 10.19% 37 3/20/13 2:15 PM NON-INTEREST EXPENSE 2012 vs. 2011 Total non-interest expenses increased $2,059,000 from the year ended December 31, 2011 to December 31, 2012. The increase in salaries and employee beneﬁts was attributable to increases in health insurance, bonus accrual, routine annual salary increases, and the addition of our Danville branch. Increased furniture and equipment expense was driven by the additional branch and improvements to existing branches. Other expenses increased primarily due to expenses, such as advertising, associated with the opening of a branch during 2012 and expenses incurred related to the announced plan to acquire Luzerne. (In Thousands) Salaries and employee beneﬁts ................................... Occupancy ................................................................... Furniture and equipment ............................................. Pennsylvania shares tax .............................................. Amortization of investment in limited partnerships ... FDIC deposit insurance ............................................... Other ........................................................................... Total non-interest expense....................................... 2012 Amount % Total $ 11,762 1,270 1,452 674 661 468 5,736 $ 22,023 53.41% 5.77 6.59 3.06 3.00 2.13 26.04 100.00% 2011 Amount % Total $ 10,479 1,262 1,379 689 661 525 4,969 $ 19,964 52.49% 6.32 6.91 3.45 3.31 2.63 24.89 100.00% Change Amount $ 1,283 8 73 (15) - (57) 767 $ 2,059 % 12.24% 0.63 5.29 (2.18) - (10.86) 15.44 10.31% 2011 vs. 2010 Total non-interest expenses increased $472,000 from the year ended December 31, 2010 to December 31, 2011. Salaries and employee beneﬁts remained stable as a decrease in pension expense and an increase in deferred costs relating to loan generations limited the impact of several factors including standard cost of living wage adjustments for employees and increased beneﬁt costs. Furniture and equipment expense increased due to an increase in general maintenance costs of technology related systems. FDIC deposit insurance expense decreased due to a change in the FDIC assessment from a deposit to asset based calculation. Other expenses increased primarily due to increases in other real estate expenses, donations, and training. (In Thousands) Salaries and employee beneﬁts ................................... Occupancy ................................................................... Furniture and equipment ............................................. Pennsylvania shares tax .............................................. Amortization of investment in limited partnerships ... FDIC deposit insurance ............................................... Other ........................................................................... Total non-interest expense....................................... 2011 Amount % Total $ 10,479 1,262 1,379 689 661 525 4,969 $ 19,964 52.49% 6.32 6.91 3.45 3.31 2.63 24.89 100.00% 2010 Amount % Total $ 10,214 1,240 1,264 677 693 737 4,667 $ 19,492 52.41% 6.36 6.48 3.47 3.56 3.78 23.94 100.00% Change Amount $ 265 22 115 12 (32) (212) 302 $ 472 % 2.59% 1.77 9.10 1.77 (4.62) (28.77) 6.47 2.42% INCOME TAXES 2012 vs. 2011 The provision for income taxes for the year ended December 31, 2012 resulted in an effective income tax rate of 15.8% compared to 13.4% for 2011. This increase is primarily the result of increased net income. The Company currently is in a deferred tax asset position due to the low income housing tax credits earned both currently and previously. Management has reviewed the deferred tax asset and has determined that the asset will be utilized within the appropriate carry forward period and therefore does not require a valuation allowance. 2011 vs. 2010 The provision for income taxes for the year ended December 31, 2011 resulted in an effective income tax rate of 13.4% compared to 11.2% for 2010. This increase is primarily the result of increased revenue from net interest income and net securities gains that outpaced the increase in non-interest expense. 38 JSSB1004.indd 38 3/20/13 2:15 PM FINANCIAL CONDITION INVESTMENTS 2012 The fair value of the investment portfolio increased $19,164,000 from December 31, 2011 to December 31, 2012. The increase was split between an increase in unrealized gain and additions to the portfolio during 2012. The increase in amortized cost was primarily the result of purchasing shorter-term other debt securities or corporate bonds. These bonds were purchased due to their shorter maturity and ability to reduce the duration of the total investment portfolio during the continued period of low interest rates. The municipal portfolio had the largest change in unrealized gains as the portfolio moved from an unrealized gain of $3,511,000 at December 31, 2011 to an unrealized gain of $11,381,000 at December 31, 2012 as municipal defaults remained low and the supply of new issues also remained low. 2011 The fair value of the investment portfolio increased $54,504,000 from December 31, 2010 to December 31, 2011. The increase was split between an increase in unrealized gain and additions to the amortized cost from purchases during 2011. The increase in amortized cost was primarily the result of purchasing shorter-term other debt securities or corporate bonds. These bonds were purchased due to their shorter maturity and ability to reduce the duration of the total investment portfolio during the continued period of low interest rates. In addition, the growth in the other debt securities segment of the portfolio allowed for the implementation of a barbell strategy with the current municipal portfolio serving as the other end of the barbell or long-term maturity portion of the total investment portfolio. The municipal portfolio had the largest change in unrealized gains as the portfolio moved from an unrealized loss of $15,057,000 at December 31, 2010 to an unrealized gain of $3,511,000 at December 31, 2011 as fewer defaults than predicted occurred and the supply of new issues decreased. The carrying amounts of investment securities are summarized as follows for the years ended December 31, 2012, 2011, and 2010: (In Thousands) U.S. Government agencies: 2012 2011 Balance % Portfolio Balance % Portfolio Balance % Portfolio 2010 Held to maturity ................................................... $ - 25,840 Available for sale ................................................. -% $ - 28,671 8.93 -% $ 5 26,613 10.61 -% 12.34 State and political subdivisions (tax-exempt): Available for sale ................................................. 128,804 44.52 127,678 47.26 101,492 47.06 State and political subdivisions (taxable): Available for sale ................................................. 51,420 17.77 50,623 18.74 53,295 24.71 Other bonds, notes and debentures: Held to maturity ................................................... Available for sale ................................................. Total bonds, notes and debentures ............... Financial institution equity securities - available for sale .... Other equity securities - available for sale .................. Total equity securities ................................... - 71,599 277,663 9,548 2,105 11,653 - 24.75 95.97 3.30 0.73 4.03 54 49,514 256,540 10,802 2,809 13,611 0.02 18.33 94.96 4.00 1.04 5.04 78 20,608 202,091 13,191 366 13,557 0.04 9.56 93.71 6.12 0.17 6.29 Total ...................................................... $ 289,316 100.00% $ 270,151 100.00% $ 215,648 100.00% JSSB1004.indd 39 39 3/20/13 2:15 PM The following table shows the maturities and repricing of investment securities, at amortized cost and the weighted average yields (for tax-exempt obligations on a fully taxable basis assuming a 34% tax rate) at December 31, 2012: (In Thousands) U.S. Government agencies: Within One Year After One But Within Five Years After Five But Within Ten Years After Ten Years Amortized Cost Total AFS Amount ........................................... $ - - Yield ....................................................... $ - - $ 5,836 $ 18,639 $ 24,475 2.43% 4.53% 4.03% State and political subdivisions (tax-exempt): AFS Amount ........................................... Yield ....................................................... State and political subdivisions (taxable): AFS Amount ........................................... Yield ....................................................... Other bonds, notes and debentures: 241 1.98% - - 975 4.34% 940 3.04% 5,211 5.71% 5,580 5.48% 115,988 122,415 9.51% 9.29% 39,908 6.03% 46,428 5.90% AFS Amount ........................................... Yield ....................................................... Total Amount ................................................. 8.12% Total Yield ..................................................... Equity Securities ........................................................................................................................................................ Total Investment Portfolio Value ............................................................................................................................... Total Investment Portfolio Yield ............................................................................................................................... $ 6,424 $ 177,741 $ 35,637 $ 43,624 41,709 19,010 6,183 3,206 5.04% 1.97% 4.15% 2.58% 3.86% 2.52% 1.97% 70,108 2.95% 263,426 6.52% 10,490 $ 273,916 6.27% All yields represent weighted average yields expressed on a tax equivalent basis. They are calculated on the basis of the cost, adjusted for amortization of premium and accretion of discount, and effective yields weighted for the scheduled maturity of each security. The taxable equivalent adjustment represents the difference between annual income from tax-exempt obligations and the taxable equivalent of such income at the standard 34% tax rate (derived by dividing tax-exempt interest by 66%). The distribution of credit ratings by amortized cost and estimated fair value for the debt security portfolio at December 31, 2012 follows: (In Thousands) A- to AAA Fair Value Amortized Cost B- to BBB+ Fair Value Amortized Cost C to CCC+ Fair Value Amortized Cost Not Rated Total Amortized Cost Fair Value Amortized Cost Fair Value Available for sale (AFS) U.S. Government and agency securities................. $ 24,475 $ 25,840 $ - $ - $ - $ - $ - $ - $ 24,475 $ 25,840 180,224 State and political securities ... Other debt securities .............. 71,599 Total debt securities AFS ....... $ 248,696 $ 263,396 $ 6,647 $ 6,235 $ - $ - $ 8,083 $ 8,032 $ 263,426 $ 277,663 167,594 69,962 155,749 68,472 168,843 70,108 5,589 646 6,008 639 7,086 997 7,041 991 - - - - 40 JSSB1004.indd 40 3/20/13 2:15 PM LOAN PORTFOLIO 2012 Gross loans of $512,232,000 at December 31, 2012 represented an increase of $76,273,000 from December 31, 2011. The continued emphasis on well collateralized real estate loans accounted for the majority of the overall increase in loans outstanding with home equity loan and lines leading the way. The success in carrying out this long term strategy played a signiﬁcant role in limiting net charge-offs for 2012 to 0.44% of average loans. Successful campaigns to increase home equity, multifamily residential, and auto loans were undertaken during 2012 with the increase in residential and commercial being directly correlated to the campaigns. 2011 Gross loans of $435,959,000 at December 31, 2011 represented an increase of $20,402,000 from December 31, 2010. The continued emphasis on well collateralized real estate loans accounted for the majority of the overall increase in loans outstanding. The success in carrying out this long term strategy played a signiﬁcant role in limiting net charge-offs for 2011 to 0.37% of average loans. Successful campaigns to increase home equity and auto loans were undertaken during 2011 with the increase in residential and installment loans to individuals being directly correlated to the campaigns. The amounts of loans outstanding at the indicated dates are shown in the following table according to type of loan at December 31, 2012, 2011, 2010, 2009, and 2008: (In Thousands) 2010 Amount % Total Amount % Total Amount % Total Amount % Total Amount % Total 10.64% 12.19% $ 50,853 12.23% $ 46,647 11.50% $ 40,602 9.46% $ 53,129 2011 2012 2009 2008 49.22 35.54 3.92 179,383 164,288 29,457 41.15 37.68 6.76 173,578 160,189 22,545 41.77 38.55 5.43 174,346 152,209 21,795 43.00 37.53 5.37 177,406 136,158 15,838 46.51 35.69 4.16 Commercial and agricultural ... $ 48,455 Real estate mortgage: Residential ...................... Commercial .................... Construction ................... Installment loans to 252,142 182,031 20,067 individuals ...................... 10,659 2.08 11,297 2.59 9,432 2.27 11,549 2.85 12,487 3.27 Net deferred loan fees and discounts .................. (1,122) Gross loans ......................... $ 512,232 (0.22) (1,595) 100.00% $ 435,959 (0.37) (1,040) 100.00% $ 415,557 (0.25) (1,017) 100.00% $ 405,529 (0.25) (1,013) 100.00% $ 381,478 (0.27) 100.00% The amounts of domestic loans at December 31, 2012 are presented below by category and maturity: (In Thousands) Commercial and Real Estate Agricultural Residential Commercial Construction Individuals Total Installment Loans to Loans with ﬂoating interest rates: 1 year or less ................................................ 1 through 5 years ......................................... 5 through 10 years ....................................... After 10 years .............................................. Total ﬂoating interest rate loans ............... Loans with predetermined interest rates: 1 year or less ................................................ 1 through 5 years ......................................... 5 through 10 years ....................................... After 10 years .............................................. Total predetermined interest rate loans .... Total ...................................................... Net deferred loan fees and discounts .................. $ 6,957 $ 9,236 $ 13,679 $ 5,746 $ 1,564 $ 37,182 10,863 29,965 348,508 426,518 2,014 10,035 193,466 214,751 5,240 18,371 130,316 167,606 1,960 344 6,900 14,950 1,623 1,190 16,606 26,376 26 25 1,220 2,835 970 15,114 3,442 2,553 22,079 622 6,610 373 219 7,824 $ 48,455 $ 252,142 $ 182,031 $ 20,067 $ 10,659 2,219 9,265 12,938 12,969 37,391 308 1,038 4,591 8,488 14,425 1,259 3,469 - 389 5,117 5,378 35,496 21,344 24,618 86,836 513,354 (1,122) $ 512,232 (cid:0) (cid:115)(cid:0) (cid:52)(cid:72)(cid:69)(cid:0)(cid:76)(cid:79)(cid:65)(cid:78)(cid:0)(cid:77)(cid:65)(cid:84)(cid:85)(cid:82)(cid:73)(cid:84)(cid:89)(cid:0)(cid:73)(cid:78)(cid:70)(cid:79)(cid:82)(cid:77)(cid:65)(cid:84)(cid:73)(cid:79)(cid:78)(cid:0)(cid:73)(cid:83)(cid:0)(cid:66)(cid:65)(cid:83)(cid:69)(cid:68)(cid:0)(cid:85)(cid:80)(cid:79)(cid:78)(cid:0)(cid:79)(cid:82)(cid:73)(cid:71)(cid:73)(cid:78)(cid:65)(cid:76)(cid:0)(cid:76)(cid:79)(cid:65)(cid:78)(cid:0)(cid:84)(cid:69)(cid:82)(cid:77)(cid:83)(cid:0)(cid:65)(cid:78)(cid:68)(cid:0)(cid:73)(cid:83)(cid:0)(cid:78)(cid:79)(cid:84)(cid:0)(cid:65)(cid:68)(cid:74)(cid:85)(cid:83)(cid:84)(cid:69)(cid:68)(cid:0)(cid:70)(cid:79)(cid:82)(cid:0)(cid:104)(cid:82)(cid:79)(cid:76)(cid:76)(cid:79)(cid:86)(cid:69)(cid:82)(cid:83)(cid:14)(cid:118)(cid:0)(cid:0)(cid:41)(cid:78)(cid:0)(cid:84)(cid:72)(cid:69)(cid:0)(cid:79)(cid:82)(cid:68)(cid:73)(cid:78)(cid:65)(cid:82)(cid:89)(cid:0)(cid:67)(cid:79)(cid:85)(cid:82)(cid:83)(cid:69)(cid:0)(cid:79)(cid:70)(cid:0)(cid:0) business, loans maturing within one year may be renewed, in whole or in part, at interest rates prevailing at the date of renewal. (cid:0) (cid:115)(cid:0) (cid:51)(cid:67)(cid:72)(cid:69)(cid:68)(cid:85)(cid:76)(cid:69)(cid:68)(cid:0)(cid:82)(cid:69)(cid:80)(cid:65)(cid:89)(cid:77)(cid:69)(cid:78)(cid:84)(cid:83)(cid:0)(cid:65)(cid:82)(cid:69)(cid:0)(cid:82)(cid:69)(cid:80)(cid:79)(cid:82)(cid:84)(cid:69)(cid:68)(cid:0)(cid:73)(cid:78)(cid:0)(cid:77)(cid:65)(cid:84)(cid:85)(cid:82)(cid:73)(cid:84)(cid:89)(cid:0)(cid:67)(cid:65)(cid:84)(cid:69)(cid:71)(cid:79)(cid:82)(cid:73)(cid:69)(cid:83)(cid:0)(cid:73)(cid:78)(cid:0)(cid:87)(cid:72)(cid:73)(cid:67)(cid:72)(cid:0)(cid:84)(cid:72)(cid:69)(cid:0)(cid:80)(cid:65)(cid:89)(cid:77)(cid:69)(cid:78)(cid:84)(cid:0)(cid:73)(cid:83)(cid:0)(cid:68)(cid:85)(cid:69)(cid:14)(cid:0) The Bank does not make loans that provide for negative amortization nor do any loans contain conversion features. The Bank does not have any foreign loans outstanding at December 31, 2012. The following table shows the amount of accrual and nonaccrual TDRs at December 31, 2012 and 2011: (In Thousands) 2012 Nonaccrual $ - Total $ 485 Accrual $ - 2011 Nonaccrual $ - $ - Total Commercial and agricultural ........................ $ 485 Real estate mortgage: Accrual Residential ............................................ Commercial ........................................... Construction .......................................... Installment loans to individuals ................... 710 5,172 13 15 321 3,424 6,077 - $ 6,395 $ 9,822 1,031 8,596 6,090 15 $ 16,217 913 5,356 - 28 249 1,175 9,757 - $ 6,297 $ 11,181 1,162 6,531 9,757 28 $ 17,478 JSSB1004.indd 41 41 3/20/13 2:15 PM ALLOWANCE FOR LOAN LOSSES 2012 The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio, as of the consolidated balance sheet date. All loan losses are charged to the allowance and all recoveries are credited to it per the allowance method of providing for loan losses. The allowance for loan losses is established through a provision for loan losses charged to operations. The provision for loan losses is based upon management’s quarterly review of the loan portfolio. The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served. An external independent loan review is also performed annually for the Bank. Management remains committed to an aggressive program of problem loan identiﬁcation and resolution. The allowance is calculated by applying loss factors to outstanding loans by type, excluding loans for which a speciﬁc allowance has been determined. Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, and historical loan loss experience. In addition, management considers industry standards and trends with respect to nonperforming loans and its knowledge and experience with speciﬁc lending segments. The allowance for loan losses increased from $7,154,000 at December 31, 2011 to $7,617,000 at December 31, 2012. At December 31, 2012, the allowance for loan losses was 1.49% of total loans compared to 1.64% of total loans at December 31, 2011. The decrease in the allowance for loan losses to total loans was appropriate when considering the gross loan growth of $76,273,000 was concentrated in well collateralized real estate backed loans with the borrowers having strong underlying ﬁnancial positions. In addition, many of our loan customers are being positively impacted by the economic stimulus being provided by the Marcellus Shale natural gas exploration. This percentage has decreased due to the increase in the loan portfolio and several large charge-offs during 2012 that amounted to net charge-offs of $2,062,000. Management concluded that the allowance for loan losses is adequate to provide for probable losses inherent in its loan portfolio as of the balance sheet date as noted in the provision for loan losses discussion. Based on management’s loan-by-loan review, the past performance of the borrowers, and current economic conditions, including recent business closures and bankruptcy levels, management does not anticipate any current losses related to nonaccrual, nonperforming, or classiﬁed loans above those that have already been considered in its overall judgment of the adequacy of the allowance for loan losses. 2011 The allowance for loan losses increased from $6,035,000 at December 31, 2010 to $7,154,000 at December 31, 2011. At December 31, 2011, the allowance for loan losses was 1.64% of total loans compared to 1.45% of total loans at December 31, 2010. This percentage is higher than the Bank’s historical experience. Management’s conclusion is that the allowance for loan losses is adequate to provide for probable losses inherent in its loan portfolio as of the balance sheet date as noted in the Provision for Loan Losses discussion. Allocation of the Allowance for Loan Losses (In Thousands) December 31, 2012: Balance at end of period applicable to: Commercial and agricultural ...................................................................................... Real estate mortgage: Residential ............................................................................................................. Commercial ........................................................................................................... Construction .......................................................................................................... Installment loans to individuals .................................................................................. Unallocated ................................................................................................................. Total ................................................................................................................. December 31, 2011: Balance at end of period applicable to: Commercial and agricultural ...................................................................................... Real estate mortgage: Residential ............................................................................................................. Commercial ........................................................................................................... Construction .......................................................................................................... Installment loans to individuals .................................................................................. Unallocated ................................................................................................................. Total ................................................................................................................. Amount % Total $ 361 4.74% 1,954 3,831 950 144 377 $ 7,617 25.65 50.30 12.47 1.89 4.95 100.00% $ 418 5.84% 939 2,651 2,775 190 181 $ 7,154 13.12 37.06 38.79 2.66 2.53 100.00% 42 JSSB1004.indd 42 3/20/13 2:15 PM (In Thousands) December 31, 2010: Balance at end of period applicable to: Commercial and agricultural ...................................................................................... Real estate mortgage: Residential ............................................................................................................. Commercial ........................................................................................................... Construction .......................................................................................................... Installment loans to individuals .................................................................................. Unallocated ................................................................................................................. Total ................................................................................................................. December 31, 2009: Balance at end of period applicable to: Commercial and agricultural ...................................................................................... Real estate mortgage: Residential ............................................................................................................. Commercial ........................................................................................................... Construction .......................................................................................................... Installment loans to individuals .................................................................................. Unallocated ................................................................................................................. Total ................................................................................................................. December 31, 2008: Balance at end of period applicable to: Commercial and agricultural ...................................................................................... Real estate mortgage: Residential ............................................................................................................. Commercial ........................................................................................................... Construction .......................................................................................................... Installment loans to individuals .................................................................................. Unallocated ................................................................................................................. Total ................................................................................................................. Amount % Total $ 443 7.34% 908 1,435 2,753 179 317 $ 6,035 15.04 23.78 45.62 2.97 5.25 100.00% $ 566 12.15% 968 1,484 1,396 221 22 $ 4,657 20.79 31.87 29.98 4.74 0.47 100.00% $ 580 13.31% 659 1,326 1,471 250 70 $ 4,356 15.13 30.44 33.77 5.74 1.61 100.00% NONPERFORMING LOANS Nonaccrual loans decreased as several commercial real estate relationships were charged off partially or in total. These loans were primarily development loans and had a speciﬁc allowance within the allowance for loan losses. The following table presents information concerning nonperforming loans. The accrual of interest will be discontinued when the principal or interest of a loan is in default for 90 days or more, or as soon as payment is questionable, unless the loan is well secured and in the process of collection. Consumer loans and residential real estate loans secured by 1 to 4 family dwellings are not ordinarily subject to those guidelines. The reversal of previously accrued but uncollected interest applicable to any loan placed in a nonaccrual status and the treatment of subsequent payments of either principal or interest will be handled in accordance with GAAP. These principles do not require a write-off of previously accrued interest if principal and interest are ultimately protected by sound collateral values. A nonperforming loan may be restored to accruing status when: 1. Principal and interest is no longer due and unpaid; 2. It becomes well secured and in the process of collection; and 3. Prospects for future contractual payments are no longer in doubt. (In Thousands) 2012................................................ 2011................................................ 2010................................................ 2009................................................ 2008................................................ Total Nonperforming Loans Nonaccrual 90 Days Past Due $ 351 $ 11,355 $ 11,706 12,009 6,215 4,456 1,735 11,625 5,658 1,891 1,476 384 557 2,565 259 Total JSSB1004.indd 43 43 3/20/13 2:15 PM The level of nonaccruing loans continues to ﬂuctuate annually and is attributed to the various economic factors experienced both regionally and nationally. Overall, the portfolio is well secured with a majority of the balance making regular payments or scheduled to be satisﬁed in the near future. Presently, there are no signiﬁcant amounts of loans where serious doubts exist as to the ability of the borrower to comply with the current loan payment terms which are not included in the nonperforming categories as indicated above. Management’s judgment in determining the amount of the additions to the allowance charged to operating expense considers the following factors with no single factor being determinative: 1. Economic conditions and the impact on the loan portfolio. 2. Analysis of past loan charge-offs experienced by category and comparison to outstanding loans. 3. Effect of problem loans on overall portfolio quality. 4. Reports of examination of the loan portfolio by the Pennsylvania State Department of Banking and the FDIC. DEPOSITS 2012 vs. 2011 Total average deposits increased $69,838,000 or 12.48% from 2011 to 2012. The growth is a result of an emphasis to increase and solidify deposit relationships by focusing on core deposits, not time deposits. In fact, average core deposits, which exclude time deposits, increased $75,900,000 or 19.97%, while time deposits decreased $6,062,000 or 3.38% from 2011 to 2012. In addition to the emphasis on growing core deposits by utilizing marketing strategies, the core deposit growth is receiving a lift from the natural gas exploration throughout our market footprint and municipal account gathering efforts. In addition, the Bank has continued to capitalize on its reputation of safety and soundness during this prolonged economic downturn. 2011 vs. 2010 Total average deposits increased $37,344,000 or 7.15% from 2010 to 2011. The growth is a result of an emphasis to increase and solidify deposit relationships by focusing on core deposits, not time deposits. In fact, average core deposits, which exclude time deposits, increased $66,282,000 or 21.12%, while time deposits decreased $28,938,000 or 13.89% from 2010 to 2011. In addition to the emphasis on growing core deposits by utilizing marketing strategies, the core deposit growth is receiving a lift from the natural gas exploration throughout our market footprint and municipal account gathering efforts. In addition, the Bank has continued to capitalize on its reputation of safety and soundness during this prolonged economic downturn. The average amount and the average rate paid on deposits are summarized below for the years ended December 31, 2012, 2011, and 2010: (In Thousands) 2011 2012 2010 Noninterest-bearing ................................... Savings ...................................................... Super Now ................................................ Money Market ........................................... Time .......................................................... Total average deposits ......... Average Amount Rate $ 113,431 0.00% 78,724 118,515 145,339 173,274 $ 629,283 0.08 0.51 0.51 1.29 0.58% Average Amount Rate $ 99,917 0.00% 70,178 88,556 121,458 179,336 $ 559,445 0.17 0.53 0.88 1.62 0.82% Average Amount Rate $ 84,158 0.00% 64,477 65,080 100,112 208,274 $ 522,101 0.28 0.59 1.17 2.07 1.16% SHAREHOLDERS’ EQUITY 2012 Shareholders’ equity increased $13,266,000 to $93,726,000 at December 31, 2012 compared to December 31, 2011. The accumulated other comprehensive gain of $5,357,000 at December 31, 2012 is a result of an increase in unrealized gains on available for sale securities from an unrealized gain of $2,914,000 at December 31, 2011 to an unrealized gain of $10,164,000 at December 31, 2012. However, the level of accumulated other comprehensive gain at December 31, 2012 was also impacted by the change in net excess of the projected beneﬁt obligation over the market value of the plan assets of the deﬁned beneﬁt pension plan resulting in an increase in the net loss of $674,000. The current level of shareholders’ equity equates to a book value per share of $24.42 at December 31, 2012 compared to $20.97 at December 31, 2011 and an equity to asset ratio of 10.94% at December 31, 2012 compared to 10.53% at December 31, 2011. Excluding accumulated other comprehensive gain/loss, book value per share was $23.02 at December 31, 2012 compared to $21.29 at December 31, 2011. Dividends paid to shareholders were $1.88 for the twelve months ended December 31, 2012 compared to $1.84 for the twelve months ended December 31, 2011, an increase of 2.17%. 2011 Shareholders’ equity increased $13,840,000 to $80,460,000 at December 31, 2011 compared to December 31, 2010. The accumulated other comprehensive loss of $1,219,000 at December 31, 2011 is a result of an increase in unrealized gains on available for sale securities from an unrealized loss of $7,276,000 at December 31, 2010 to an unrealized gain of $2,914,000 at December 31, 2011. However, the level of accumulated other comprehensive loss at December 31, 2011 was also impacted by the change in net excess of the projected beneﬁt obligation over the market value of the plan assets of the deﬁned beneﬁt pension plan resulting in an increase in the net loss of $1,720,000. The current level of shareholders’ equity equates to a book value per share of $20.97 at December 31, 2011 compared to $17.37 at December 31, 2010 and an equity to asset ratio of 10.53% at December 31, 2011 compared to 9.63% at December 31, 2010. Excluding accumulated other comprehensive loss, book value per share was $21.29 at December 31, 2011 compared to $19.90 at December 31, 2010. Dividends paid to shareholders were $1.84 for each of the twelve months ended December 31, 2011 and 2010. 44 JSSB1004.indd 44 3/20/13 2:15 PM Bank regulators have risk based capital guidelines. Under these guidelines the Company and Bank are required to maintain minimum ratios of core capital and total qualifying capital as a percentage of risk weighted assets and certain off-balance sheet items. At December 31, 2012, both the Company’s and Bank’s required ratios were well above the minimum ratios as follows: Tier 1 capital ratio ............................... Total capital ratio ................................ Company 9.47% 14.97% Bank 8.02% 12.84% Minimum Standards 4.00% 8.00% For a more comprehensive discussion of these requirements, see “Regulations and Supervision” in Item 1 of the Annual Report on Form 10-K. Management believes that the Company will continue to exceed regulatory capital requirements. RETURN ON EQUITY AND ASSETS The ratio of net income to average total assets and average shareholders’ equity, and other certain equity ratios are presented as follows: Percentage of net income to: Average total assets ...................................................................................................... Average shareholders’ equity ....................................................................................... Percentage of dividends declared to net income .................................................................. Percentage of average shareholders’ equity to average total assets ..................................... 1.70% 15.36% 52.08% 11.04% 1.69% 16.60% 57.10% 10.18% 1.56% 15.30% 64.56% 10.19% 2012 2011 2010 LIQUIDITY, INTEREST RATE SENSITIVITY, AND MARKET RISK The asset/liability committee addresses the liquidity needs of the Company to ensure that sufﬁcient funds are available to meet credit demands and deposit withdrawals as well as to the placement of available funds in the investment portfolio. In assessing liquidity requirements, equal consideration is given to the current position as well as the future outlook. The following liquidity measures are monitored for compliance and were within the limits cited at December 31, 2012: 1. Net Loans to Total Assets, 85% maximum 2. Net Loans to Total Deposits, 100% maximum 3. Cumulative 90 day Maturity GAP %, +/- 20% maximum 4. Cumulative 1 Year Maturity GAP %, +/- 25% maximum Fundamental objectives of the Company’s asset/liability management process are to maintain adequate liquidity while minimizing interest rate risk. The maintenance of adequate liquidity provides the Company with the ability to meet its ﬁnancial obligations to depositors, loan customers, and shareholders. Additionally, it provides funds for normal operating expenditures and business opportunities as they arise. The objective of interest rate sensitivity management is to increase net interest income by managing interest sensitive assets and liabilities in such a way that they can be repriced in response to changes in market interest rates. The Company, like other ﬁnancial institutions, must have sufﬁcient funds available to meet its liquidity needs for deposit withdrawals, loan commitments, and expenses. In order to control cash ﬂow, the Bank estimates future ﬂows of cash from deposits and loan payments. The primary sources of funds are deposits, principal and interest payments on loans and mortgage-backed securities, as well as FHLB borrowings. Funds generated are used principally to fund loans and purchase investment securities. Management believes the Company has adequate resources to meet its normal funding requirements. Management monitors the Company’s liquidity on both a long and short-term basis, thereby, providing management necessary information to react to current balance sheet trends. Cash ﬂow needs are assessed and sources of funds are determined. Funding strategies consider both customer needs and economical cost. Both short and long term funding needs are addressed by maturities and sales of available for sale investment securities, loan repayments and maturities, and liquidating money market investments such as federal funds sold. The use of these resources, in conjunction with access to credit, provides core ingredients to satisfy depositor, borrower, and creditor needs. Management monitors and determines the desirable level of liquidity. Consideration is given to loan demand, investment opportunities, deposit pricing and growth potential, as well as the current cost of borrowing funds. The Company has a current borrowing capacity at the FHLB of $248,952,000 with $92,514,000 utilized, leaving $156,438,000 available. In addition to this credit arrangement, the Company has additional lines of credit with correspondent banks of $26,606,000. The Company’s management believes that it has sufﬁcient liquidity to satisfy estimated short-term and long-term funding needs. Interest rate sensitivity, which is closely related to liquidity management, is a function of the repricing characteristics of the Company’s portfolio of assets and liabilities. Asset/liability management strives to match maturities and rates between loan and investment security assets with the deposit liabilities and borrowings that fund them. Successful asset/liability management results in a balance sheet structure which can cope effectively with market rate ﬂuctuations. The matching process is affected by segmenting both assets and liabilities into future time periods (usually 12 months, or less) based upon when repricing can be effected. Repriceable assets are subtracted from repriceable liabilities, for a speciﬁc time period to determine the “gap”, or difference. Once known, the gap is managed based on predictions about future market interest rates. Intentional mismatching, or gapping, can enhance net interest income if market rates move as predicted. However, if market rates behave in a manner contrary to predictions, net interest income will suffer. Gaps, therefore, contain an element of risk and must be prudently managed. In addition to gap management, the Company has an asset liability management policy which incorporates a market value at risk calculation which is used to determine the effects of interest rate movements on shareholders’ equity and a simulation analysis to monitor the effects of interest rate changes on the Company’s balance sheet. JSSB1004.indd 45 45 3/20/13 2:15 PM The Company currently maintains a gap position of being liability sensitive. The Company has strategically taken this position as it has decreased the duration of the time deposit portfolio over the last several years, while continuing to maintain a primarily ﬁxed rate earning asset portfolio with a duration greater than the liabilities utilized to fund earning assets. Lengthening of the liability portfolio coupled with the addition of limited short-term assets is being undertaken. These actions are expected to reduce, but not eliminate, the liability sensitive structure of the balance sheet. A market value at risk calculation is utilized to monitor the effects of interest rate changes on the Company’s balance sheet and more speciﬁcally shareholders’ equity. The Company does not manage the balance sheet structure in order to maintain compliance with this calculation. The calculation serves as a guideline with greater emphasis placed on interest rate sensitivity. Changes to calculation results from period to period are reviewed as changes in results could be a signal of future events. As of the most recent analysis, the results of the market value at risk calculation were outside of established guidelines due to the strategic direction being taken. INTEREST RATE SENSITIVITY In this analysis the Company examines the result of various changes in market interest rates in 100 basis point increments and their effect on net interest income. It is assumed that the change is instantaneous and that all rates move in a parallel manner. Assumptions are also made concerning prepayment speeds on mortgage loans and mortgage securities. The following is a rate shock forecast for the twelve month period ended December 31, 2013 assuming a static balance sheet as of December 31, 2012. (In Thousands) Net interest income Change from static Percent change from static -100 -200 Parallel Rate Shock in Basis Points +100 $ 28,867 $ 29,394 $ 29,838 $ 29,858 $ 29,855 $ 29,776 $ 29,479 (359) -1.20% (62) -0.21% (444) -1.49% (971) -3.25% 20 0.07% 17 0.06% Static +400 +300 +200 - - The model utilized to create the report presented above makes various estimates at each level of interest rate change regarding cash ﬂow from principal repayment on loans and mortgage-backed securities and/or call activity on investment securities. Actual results could differ signiﬁcantly from these estimates which would result in signiﬁcant differences in the calculated projected change. In addition, the limits stated above do not necessarily represent the level of change under which management would undertake speciﬁc measures to realign its portfolio in order to reduce the projected level of change. Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes. INFLATION The asset and liability structure of a ﬁnancial institution is primarily monetary in nature; therefore, interest rates rather than inﬂation have a more signiﬁcant impact on the Company’s performance. Interest rates are not always affected in the same direction or magnitude as prices of other goods and services, but are reﬂective of ﬁscal policy initiatives or economic factors that are not measured by a price index. CRITICAL ACCOUNTING POLICIES The Company’s accounting policies are integral to understanding the results reported. The accounting policies are described in detail in Note 1 of the “Notes to Consolidated Financial Statements.” Our most complex accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments, and contingencies. We have established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of our current accounting policies involving signiﬁcant management valuation judgments. Other Than Temporary Impairment of Debt and Equity Securities Debt and equity securities are evaluated periodically to determine whether a decline in their value is other than temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reason underlying the decline, to determine whether the loss in value is other than temporary. The term “other than temporary” is not intended to indicate that the decline is permanent. It indicates that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. For a full discussion of the Company’s methodology of assessing impairment, refer to Note 3 of the “Notes to Consolidated Financial Statements.” Allowance for Loan Losses Arriving at an appropriate level of allowance for loan losses involves a high degree of judgment. The Company’s allowance for loan losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio. Management uses historical information to assess the adequacy of the allowance for loan losses as well as the prevailing business environment; as it is affected by changing economic conditions and various external factors, which may impact the portfolio in ways currently unforeseen. The allowance is increased by provisions for loan losses and by recoveries of loans previously charged-off and reduced by loans charged-off. For a full discussion of the Company’s methodology of assessing the adequacy of the reserve for allowance for loan losses, refer to Note 1 of the “Notes to Consolidated Financial Statements.” 46 JSSB1004.indd 46 3/20/13 2:15 PM Goodwill and Other Intangible Assets As discussed in Note 7 of the “Notes to Consolidated Financial Statements,” the Company must assess goodwill and other intangible assets each year for impairment. This assessment involves estimating cash ﬂows for future periods. If the future cash ﬂows were less than the recorded goodwill and other intangible assets balances, we would be required to take a charge against earnings to write down the assets to the lower value. Deferred Tax Assets Management uses an estimate of future earnings to support their position that the beneﬁt of their deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and the Company’s net income will be reduced. The Company’s deferred tax assets are described further in Note 11 of the “Notes to Consolidated Financial Statements.” Pension Beneﬁts Pension costs and liabilities are dependent on assumptions used in calculating such amounts. These assumptions include discount rates, beneﬁts earned, interest costs, expected return on plan assets, mortality rates, and other factors. In accordance with GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation of future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense. Our pension beneﬁts are described further in Note 12 of the “Notes to Consolidated Financial Statements.” CONTRACTUAL OBLIGATIONS The Company has various ﬁnancial obligations, including contractual obligations which may require future cash payments. The following table presents, as of December 31, 2012, signiﬁcant ﬁxed and determinable contractual obligations to third parties by payment date. Further discussion of the nature of each obligation is included in the “Notes to Consolidated Financial Statements.” (In Thousands) Deposits without a stated maturity ....................................... Time deposits ....................................................................... Repurchase agreements ........................................................ Short-term borrowings, FHLB ............................................. Long-term borrowings, FHLB ............................................. Operating leases ................................................................... One Year or Less $ 472,675 100,833 16,968 16,236 5,528 439 Payments Due In Three to Five Years One to Three Years Over Five Years Total $ - $ - $ - $ 472,675 169,351 16,968 16,236 76,278 3,187 1,442 - - 10,000 1,186 58,781 - - 10,750 852 8,295 - - 50,000 710 The Company’s operating lease obligations represent short and long-term lease and rental payments for branch facilities and equipment. The Bank leases certain facilities under operating leases which expire on various dates through 2024. Renewal options are available on the majority of these leases. CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Report contains certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements which are other than statements of historical fact. The Company wishes to caution readers that the following important factors, among others, may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, with which the Company must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company’s organization, compensation and beneﬁt plans; (iii) the effect on the Company’s competitive position within its market area of the increasing consolidation within the banking and ﬁnancial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non-bank providers of various ﬁnancial services; (iv) the effect of changes in interest rates; (v) the effect of changes in the business cycle and downturns in the local, regional or national economies; and (vi) the successful completion of the Company’s pending acquisition of Luzerne National Bank Corporation and integration of the business and operations of Luzerne with those of the Company. JSSB1004.indd 47 47 3/20/13 2:15 PM UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 FORM 10-K (cid:95) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR (cid:134) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission file number 0-17077 PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 300 Market Street, P.O. Box 967 Williamsport, Pennsylvania 23-2226454 (I.R.S. Employer Identification No.) 17703-0967 Registrant’s telephone number, including area code (570) 322-1111 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, par value $8.33 per share Name of each exchange which registered The NASDAQ Stock Market LLC Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. (cid:134) Yes (cid:95) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. (cid:134) Yes (cid:95) No No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:95) No (cid:134) Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes (cid:95) No (cid:134) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer (cid:134) Non-accelerated filer (cid:134) Accelerated filer (cid:95) Smaller reporting company (cid:134) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). (cid:134) Yes (cid:95) No State the aggregate market value of the voting stock held by non-affiliates of the registrant $152,782,420 at June 30, 2012. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Class Common Stock, $8.33 Par Value Outstanding at March 1, 2013 3,838,807 Shares 48 JSSB1004.indd 48 3/20/13 2:15 PM DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s deﬁnitive proxy statement prepared in connection with its annual meeting of shareholders to be held on April 24, 2013 are incorporated by reference in Part III hereof. INDEX PART I ITEM Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations . . . . . Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 8. Item 9. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III Item 10. Directors, Executive Ofﬁcers, and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 11. Item 12. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART IV Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PAGE 50 54 55 56 56 56 57 59 59 59 60 60 60 62 62 62 62 62 62 62 63 63 67 JSSB1004.indd 49 49 3/20/13 2:15 PM PART I BUSINESS ITEM 1 A. General Development of Business and History On January 7, 1983, Penns Woods Bancorp, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Pennsylvania as a bank holding company. The Jersey Shore State Bank, a Pennsylvania state-charted bank, (the “Bank”) became a wholly owned subsidiary of the Company and each outstanding share of Bank common stock was converted into one share of Company common stock. This transaction was approved by the shareholders of the Bank on April 11, 1983 and was effective on July 12, 1983. The Company’s two other wholly-owned subsidiaries are Woods Real Estate Development Company, Inc. and Woods Investment Company, Inc. The Company’s business has consisted primarily of managing and supervising the Bank, and its principal source of income has been dividends paid by the Bank and Woods Investment Company, Inc. The Bank is engaged in commercial and retail banking which includes the acceptance of time, savings, and demand deposits, the funding of commercial, consumer, and mortgage loans, and safe deposit services. Utilizing a branch ofﬁce network, ATMs, internet, and telephone banking delivery channels, the Bank delivers its products and services to the communities it resides in. In October 2000, the Bank acquired The M Group, Inc. D/B/A The Comprehensive Financial Group (“The M Group”). The M Group, which operates as a subsidiary of the Bank, offers insurance and securities brokerage services. Securities are offered by The M Group through ING Financial Partners, Inc., a registered broker-dealer. Neither the Company nor the Bank anticipates that compliance with environmental laws and regulations will have any material effect on capital expenditures, earnings, or on its competitive position. The Bank is not dependent on a single customer or a few customers, the loss of whom would have a material effect on the business of the Bank. The Bank employed 194 persons as of December 31, 2012 in either a full-time or part-time capacity. The Company does not have any employees. The principal ofﬁcers of the Bank also serve as ofﬁcers of the Company. Woods Investment Company, Inc., a Delaware holding company, maintains an investment portfolio that is managed for total return and to fund dividend payments to the Company. Woods Real Estate Development Company, Inc. serves the Company through its acquisition and ownership of certain properties utilized by the Bank. B. Regulation and Supervision The Company is subject to the provisions of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to supervision and examination by the Board of Governors of the Federal Reserve System (the “FRB”). The Bank is also subject to the supervision and examination by the Federal Deposit Insurance Corporation (the “FDIC”), as its primary federal regulator and as the insurer of the Bank’s deposits. The Bank is also regulated and examined by the Pennsylvania Department of Banking (the “Department”). The insurance activities of The M Group are subject to regulation by the insurance departments of the various states in which The M Group, conducts business including principally the Pennsylvania Department of Insurance. The securities brokerage activities of The M Group are subject to regulation by federal and state securities commissions. The FRB has issued regulations under the BHCA that require a bank holding company to serve as a source of ﬁnancial and managerial strength to its subsidiary banks. As a result, the FRB, pursuant to such regulations, may require the Company to stand ready to use its resources to provide adequate capital funds to the Bank during periods of ﬁnancial stress or adversity. The BHCA requires the Company to secure the prior approval of the FRB before it can acquire all or substantially all of the assets of any bank, or acquire ownership or control of 5% or more of any voting shares of any bank. Such a transaction would also require approval of the Department. A bank holding company is prohibited under the BHCA from engaging in, or acquiring direct or indirect control of, more than 5% of the voting shares of any company engaged in non-banking activities unless the FRB, by order or regulation, has found such activities to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Under the BHCA, the FRB has the authority to require a bank holding company to terminate any activity or relinquish control of a non-bank subsidiary (other than a non-bank subsidiary of a bank) upon the FRB’s determination that such activity or control constitutes a serious risk to the ﬁnancial soundness and stability of any bank subsidiary of the bank holding company. Bank holding companies are required to comply with the FRB’s risk-based capital guidelines. The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk proﬁles among banks and bank holding companies and to minimize disincentives for holding liquid assets. Currently, the required minimum ratio of total capital to risk- weighted assets (including certain off-balance sheet activities, such as standby letters of credit) is 8%. At least half of the total capital is required to be Tier 1 capital, consisting principally of common shareholders’ equity, less certain intangible assets. The remainder (“Tier 2 capital”) may consist of certain preferred stock, a limited amount of subordinated debt, certain hybrid capital instruments and other debt securities, 45% of net unrealized gains on marketable equity securities, and a limited amount of the general loan loss allowance. The risk-based capital guidelines are required to take adequate account of interest rate risk, concentration of credit risk, and risks of nontraditional activities. In addition to the risk-based capital guidelines, the FRB requires each bank holding company to comply with the leverage ratio, under which the bank holding company must maintain a minimum level of Tier 1 capital to average total consolidated assets of 3% for those bank holding companies which have the highest regulatory examination ratings and are not contemplating or experiencing signiﬁcant growth or expansion. All other bank holding companies are expected to maintain a leverage ratio of at least 4% to 5%. The Bank is subject to similar capital requirements adopted by the FDIC. Dividends Federal and state laws impose limitations on the payment of dividends by the Bank. The Pennsylvania Banking Code restricts the availability of capital funds for payment of dividends by the Bank to its additional paid-in capital. In addition to the dividend restrictions described above, the banking regulators have the authority to prohibit or to limit the payment of dividends by the Bank if, in the banking regulator’s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the ﬁnancial condition of the Bank. Under Pennsylvania law, the Company may not pay a dividend, if, after giving effect thereto, it would be unable to pay its debts as they become due in the usual course of business and, after giving effect to the dividend, the total assets of the Company would 50 JSSB1004.indd 50 3/20/13 2:15 PM be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of shareholders whose rights are superior to those receiving the dividend. It is also the policy of the FRB that a bank holding company generally only pay dividends on common stock out of net income available to common shareholders over the past year and only if the prospective rate of earnings retention appears consistent with a bank holding company’s capital needs, asset quality, and overall ﬁnancial condition. In the current ﬁnancial and economic environment, the FRB has indicated that bank holding companies should carefully review their dividend policy and has discouraged dividend pay-out ratios at the 100% level unless both asset quality and capital are very strong. A bank holding company also should not maintain a dividend level that places undue pressure on the capital of such institution’s subsidiaries, or that may undermine the bank holding company’s ability to serve as a source of strength for such subsidiaries. C. Regulation of the Bank The Bank is highly regulated by the FDIC and the Pennsylvania Department of Banking and Securities. The laws that such agencies enforce limit the speciﬁc types of businesses in which the Bank may engage, and the products and services that the Bank may offer to customers. Generally, these limitations are designed to protect the insurance fund of the FDIC and/or the customers of the Bank, and not the Bank or its shareholders. From time to time, various types of new federal and state legislation have been proposed that could result in additional regulation of, and restrictions of, the business of the Bank. It cannot be predicted whether any such legislation will be adopted or how such legislation would affect business of the Bank. As a consequence of the extensive regulation of commercial banking activities in the United States, the Bank’s business is particularly susceptible to being affected by federal legislation and regulations that may increase the costs of doing business. Some of the major regulatory provisions that affect the business of the Bank are discussed brieﬂy below. Prompt Corrective Action The FDIC has speciﬁed the levels at which an insured institution will be considered “well-capitalized,” “adequately capitalized,” “undercapitalized,” and “critically undercapitalized.” In the event an institution’s capital deteriorates to the “undercapitalized” category or below, the Federal Deposit Insurance Act (the “FDIA”) and FDIC regulations prescribe an increasing amount of regulatory intervention, including: (1) the institution of a capital restoration plan by a bank and a guarantee of the plan by a parent institution and liability for civil money damages for failure to fulﬁll its commitment on that guarantee; and (2) the placement of a hold on increases in assets, number of branches, or lines of business. If capital has reached the signiﬁcantly or critically undercapitalized levels, further material restrictions can be imposed, including restrictions on interest payable on accounts, dismissal of management and (in critically undercapitalized situations) appointment of a receiver. For well-capitalized institutions, the FDIA provides authority for regulatory intervention where the institution is deemed to be engaging in unsafe or unsound practices or receives a less than satisfactory examination report rating for asset quality, management, earnings or liquidity. Deposit Insurance The FDIC maintains the DIF by assessing depository institutions an insurance premium. The amount each institution was assessed is based upon a variety of factors that included the balance of insured deposits as well as the degree of risk the institution possessed to the insurance fund. As a result of the enactment of the Emergency Economic Stabilization Act of 2008, the FDIC temporarily increased the amount of deposits it insures from $100,000 to $250,000. This increase has been made permanent. The Bank paid an insurance premium into the DIF based on the quarterly average daily deposit liabilities net of certain exclusions. The FDIC used a risk-based premium system that assessed higher rates on those institutions that posed a greater risk to the DIF. The FDIC placed each institution in one of four risk categories using a two-step process based ﬁrst on capital ratios (the capital group assignment) and then on other relevant information (the supervisory group assignment). Subsequently, the rate for each institution within a risk category was adjusted depending upon different factors that either enhance or reduce the risk the institution poses to the DIF, including the unsecured debt, secured liabilities and brokered deposits related to each institution. Finally, certain risk multipliers were applied to the adjusted assessment. Beginning with the second quarter of 2011, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the assessment base that the FDIC uses to calculate assessment premiums became a bank’s average assets minus average tangible equity. As the asset base of the banking industry is larger than the deposit base, the range of assessment rates will change to a low or 2.5 basis points to a high of 45 basis points, per $100 of assets; however, the dollar amount of the actual premiums is expected to be roughly the same. The FDIC is required under the Dodd-Frank Act to establish assessment rates that will allow the Deposit Insurance Fund to achieve a reserve ratio of 1.35% of Insurance Fund insured deposits by September 2020. In addition, the FDIC has established a “designated reserve ratio” of 2.0%, a target ratio that, until it is achieved, will not likely result in the FDIC reducing assessment rates. In attempting to achieve the mandated 1.35% ratio, the FDIC is required to implement assessment formulas that charge banks over $10 billion in asset size more than banks under that size. Those new formulas began in the second quarter of 2011, but did not affect the Bank. Under the Dodd-Frank Act, the FDIC is authorized to make reimbursements from the insurance fund to banks if the reserve ratio exceeds 1.50%, but the FDIC has adopted the “designated reserve ratio” of 2.0% and has announced that any reimbursements from the fund are indeﬁnitely suspended. On November 12, 2009, the FDIC approved a rule to require insured institutions to prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011, and 2012. An insured institution’s risk-based deposit insurance assessments will continue to be calculated on a quarterly basis, but will be paid from the amount the institution prepaid until the later of the date that amount is exhausted or June 30, 2013, at which point any remaining funds would be returned to the insured institution. Consequently, the Company’s prepayment of DIF premiums made in December 2009 resulted in a prepaid asset of $812,000 at December 31, 2012. Federal Home Loan Bank System The Bank is a member of the Federal Home Loan Bank of Pittsburgh (the “FHLB”), which is one of 12 regional Federal Home Loan Banks. Each Federal Home Loan Bank serves as a reserve or central bank for its members within its assigned region. It is funded primarily from funds deposited by member institutions and proceeds from the sale of consolidated obligations of the Federal Home Loan Bank System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the board of directors of the Federal Home Loan Bank. At December 31, 2012, the Bank had $92,514,000 in FHLB advances. As a member, the Bank is required to purchase and maintain stock in the FHLB in an amount equal to the greater of 1% of its aggregate unpaid residential mortgage loans, home purchase contracts or similar obligations at the beginning of each year or 5% of its outstanding advances from the FHLB. At December 31, 2012, the Bank had $5,251,000 in stock of the FHLB which was in compliance with this requirement. JSSB1004.indd 51 51 3/20/13 2:15 PM Other Legislation The Dodd-Frank Act was enacted on July 21, 2010. This new law will signiﬁcantly change the current bank regulatory structure and affect the lending, deposit, investment, trading and operating activities of ﬁnancial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new rules and regulations, and to prepare various studies and reports for Congress. The federal agencies are given signiﬁcant discretion in drafting such rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for some time. Certain provisions of the Dodd-Frank Act are expected to have a near term impact on the Company. For example, effective July 21, 2011, a provision of the Dodd-Frank Act eliminated the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest bearing checking accounts. Depending on competitive responses, this signiﬁcant change to existing law could have an adverse impact on the Company’s interest expense. The Dodd-Frank Act also broadens the base for FDIC insurance assessments. Under the Dodd-Frank Act, the assessment base will no longer be an institution’s deposit base, but rather its average consolidated total assets less its average tangible equity during the assessment period. The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2008. Bank and thrift holding companies with assets of less than $15 billion as of December 31, 2009, such as the Company, will be permitted to include trust preferred securities that were issued before May 19, 2010, as Tier 1 capital; however, trust preferred securities issued by a bank or thrift holding company (other than those with assets of less than $500 million) after May 19, 2010, will no longer count as Tier 1 capital. Trust preferred securities still will be entitled to be treated as Tier 2 capital. The Dodd-Frank Act requires publicly traded companies to give shareholders a non-binding vote on executive compensation and so-called “golden parachute” arrangements, and may allow greater access by shareholders to the company’s proxy material by authorizing the SEC to promulgate rules that would allow shareholders to nominate their own candidates using a company’s proxy materials. The legislation also directs the FRB to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded. The Dodd-Frank Act creates a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets such as the Bank will continue to be examined for compliance with the consumer laws by their primary bank regulators. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws. It is difﬁcult to predict at this time the speciﬁc impact the Dodd-Frank Act and the yet to be written implementing rules and regulations will have on community banks. Given the uncertainty associated with the manner in which the provisions of the Dodd- Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on ﬁnancial institutions’ operations is presently unclear. The changes resulting from the Dodd-Frank Act may impact the proﬁtability of our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect our business. These changes may also require us to invest signiﬁcant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements. The Sarbanes-Oxley Act of 2002 was enacted to enhance penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures under the federal securities laws. The Sarbanes-Oxley Act generally applies to all companies, including the Company, that ﬁle or are required to ﬁle periodic reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or the Exchange Act. The legislation includes provisions, among other things, governing the services that can be provided by a public company’s independent auditors and the procedures for approving such services, requiring the chief executive ofﬁcer and principal accounting ofﬁcer to certify certain matters relating to the company’s periodic ﬁlings under the Exchange Act, requiring expedited ﬁlings of reports by insiders of their securities transactions and containing other provisions relating to insider conﬂicts of interest, increasing disclosure requirements relating to critical ﬁnancial accounting policies and their application, increasing penalties for securities law violations, and creating a new public accounting oversight board, a regulatory body subject to SEC jurisdiction with broad powers to set auditing, quality control, and ethics standards for accounting ﬁrms. In response to the legislation, the national securities exchanges and NASDAQ have adopted new rules relating to certain matters, including the independence of members of a company’s audit committee as a condition to listing or continued listing. Congress is often considering some ﬁnancial industry legislation, and the federal banking agencies routinely propose new regulations. The Company cannot predict how any new legislation, or new rules adopted by federal or state banking agencies, may affect the business of the Company and its subsidiaries in the future. Given that the ﬁnancial industry remains under stress and severe scrutiny, and given that the U.S. economy has not yet fully recovered to pre-crisis levels of activity, the Company expects that there will be signiﬁcant legislation and regulatory actions that may materially affect the banking industry for the foreseeable future. Environmental Laws Environmentally related hazards have become a source of high risk and potential liability for ﬁnancial institutions relating to their loans. Environmentally contaminated properties owned by an institution’s borrowers may result in a drastic reduction in the value of the collateral securing the institution’s loans to such borrowers, high environmental clean up costs to the borrower affecting its ability to repay the loans, the subordination of any lien in favor of the institution to a state or federal lien securing clean up costs, and liability to the institution for clean up costs if it forecloses on the contaminated property or becomes involved in the management of the borrower. The Company is not aware of any borrower who is currently subject to any environmental investigation or clean up proceeding which is likely to have a material adverse effect on the ﬁnancial condition or results of operations of the Company. Effect of Government Monetary Policies The earnings of the Company are and will be affected by domestic economic conditions and the monetary and ﬁscal policies of the United States Government and its agencies. The monetary policies of the FRB have had, and will likely continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inﬂation or combat a recession. The FRB has a major effect upon the levels of bank loans, investments, and deposits through its open market operations in the United States Government securities and through its regulation of, among 52 JSSB1004.indd 52 3/20/13 2:15 PM other things, the discount rate on borrowing of member banks and the reserve requirements against member bank deposits. It is not possible to predict the nature and impact of future changes in monetary and ﬁscal policies. DESCRIPTION OF BANK History and Business The Bank was incorporated under the laws of the Commonwealth of Pennsylvania as a state bank in 1934 and became a wholly owned subsidiary of the Company on July 12, 1983. As of December 31, 2012, the Bank had total assets of $848,446,000; total shareholders’ equity of $79,653,000; and total deposits of $647,814,000. The Bank’s deposits are insured by the FDIC for the maximum amount provided under current law. The Bank engages in business as a commercial bank, doing business at locations in Lycoming, Clinton, Centre, and Montour Counties, Pennsylvania. The Bank offers insurance, securities brokerage services, annuity and mutual fund investment products, and ﬁnancial planning through the M Group. Services offered by the Bank include accepting time, demand and savings deposits including Super NOW accounts, statement savings accounts, money market accounts, ﬁxed rate certiﬁcates of deposit, and club accounts. Its services also include making secured and unsecured business and consumer loans that include ﬁnancing commercial transactions as well as construction and residential mortgage loans and revolving credit loans with overdraft protection. The Bank’s loan portfolio mix can be classiﬁed into three principal categories. These are commercial and agricultural, real estate, and consumer. Real estate loans can be further segmented into residential, commercial, and construction. Qualiﬁed borrowers are deﬁned by policy and our underwriting standards. Owner provided equity requirements range from 0% to 30% with a ﬁrst lien status required. Terms are generally restricted to between 10 and 30 years with the exception of construction and land development, which are limited to one to ﬁve years. Real estate appraisals, property construction veriﬁcations, and site visitations comply with policy and industry regulatory standards. Prospective residential mortgage customer’s repayment ability is determined from information contained in the application and recent income tax returns. Emphasis is on credit, employment, income, and residency veriﬁcation. Broad hazard insurance is always required and ﬂood insurance where applicable. In the case of construction mortgages, builders risk insurance is requested. Agricultural loans for the purchase or improvement of real estate must meet the Bank’s real estate underwriting criteria. Agricultural loans made for the purchase of equipment are usually payable in ﬁve years, but never more than ten, depending upon the useful life of the purchased asset. Minimum borrower equity ranges from 0% to 20% depending on the purpose. Livestock ﬁnancing criteria depends upon the nature of the operation. Agricultural loans are also made for crop production purposes. Such loans are structured to repay within the production cycle and not carried over into a subsequent year. Commercial loans are made for the acquisition and improvement of real estate, purchase of equipment, and for working capital purposes on a seasonal or revolving basis. General purpose working capital loans are also available with repayment expected within one year. Equipment loans are generally amortized over three to ten years. Insurance coverage with the Bank as loss payee is required, especially in the case where the equipment is rolling stock. It is also a general policy to collateralize non-real estate loans with the asset purchased and, dependant upon loan terms, junior liens are ﬁled on other available assets. Financial information required on all commercial mortgages includes the most current three years balance sheets and income statements and projections on income to be developed through the project. In the case of corporations and partnerships, the principals are often asked to personally guaranty the entity’s debt. Seasonal and revolving lines of credit are offered for working capital purposes. Collateral for such a loan may vary but often includes the pledge of inventory and/or receivables. Drawing availability is usually 50% of inventory and 80% of eligible receivables. Eligible receivables are deﬁned as invoices less than 90 days delinquent. Exclusive reliance is very seldom placed on such collateral; therefore, other lienable assets are also taken into the collateral pool. Where reliance is placed on inventory and accounts receivable, the applicant must provide ﬁnancial information including agings on a speciﬁed basis. In addition, the guaranty of the principals is usually obtained. Letter of Credit availability is usually limited to standbys where the customer is well known to the Bank. The credit criteria is the same as that utilized in making a direct loan. Collateral is obtained in most cases. Consumer loan products include residential mortgages, home equity loans and lines, automobile ﬁnancing, personal loans and lines of credit, overdraft check lines, and PHEAA referral loans. Our policy includes standards used in the industry on debt service ratios and terms are consistent with prudent underwriting standards and the use of proceeds. Veriﬁcations are made of employment and residency, along with credit history. Second mortgages are conﬁned to equity borrowing and home improvements. Terms are generally ﬁfteen years or less and rates are ﬁxed. Loan to collateral value criteria is 90% or less and veriﬁcations are made to determine values. Automobile ﬁnancing is generally restricted to ﬁve years and done on a direct basis. The Bank, as a practice, does not ﬂoor plan and therefore does not discount dealer paper. Small loan requests are to accommodate personal needs such as debt consolidation or the purchase of small appliances. Overdraft check lines are usually limited to $5,000 or less. The Bank’s investment portfolio is analyzed and priced on a monthly basis. Investments are made in U.S. Treasuries, U.S. Agency issues, bank qualiﬁed tax-exempt municipal bonds, taxable municipal bonds, corporate bonds, and corporate stocks which consist of Pennsylvania bank stocks. Bonds with BAA or better ratings are used, unless a local issue is purchased that has a lesser or no rating. Factors taken into consideration when investments are purchased include liquidity, the Company’s tax position, tax equivalent yield, third party investment ratings, and the policies of the Asset/Liability Committee. The banking environment in Lycoming, Clinton, Centre, and Montour Counties, Pennsylvania is highly competitive. The Bank operates thirteen full service ofﬁces in these markets and competes for loans and deposits with numerous commercial banks, savings and loan associations, and other ﬁnancial institutions. The economic base of the region is developed around small business, health care, educational facilities (college and public schools), light manufacturing industries, and agriculture. The Bank has a relatively stable deposit base and no material amount of deposits is obtained from a single depositor or group of depositors, excluding public entities that account for approximately 15% of total deposits. Although the Bank has regular opportunities to bid on pools of funds of $100,000 or more in the hands of municipalities, hospitals, and others, it does not rely on these monies to fund loans or intermediate or longer-term investments. The Bank has not experienced any signiﬁcant seasonal ﬂuctuations in the amount of its deposits. JSSB1004.indd 53 53 3/20/13 2:15 PM RISK FACTORS Supervision and Regulation As referenced elsewhere, the banking business is highly regulated, and the Bank is only able to engage in business activities, and to provide products and services, that are permitted by applicable law and regulation. In addition, the earnings of the Bank are affected by the policies of regulatory authorities including the FDIC and the FRB. An important function of the FRB is to regulate the money supply and interest rates. Among the instruments used to implement these objectives are open market operations in U.S. Government Securities, changes in reserve requirements against member bank deposits, and limitations on interest rates that member banks may pay on time and savings deposits. These instruments are used in varying combinations to inﬂuence overall growth and distribution of bank loans, investments on deposits, and their use may also affect interest rates charged on loans or paid for deposits. The policies and regulations of the FRB have had and will probably continue to have a signiﬁcant effect on the Bank’s deposits, loans and investment growth, as well as the rate of interest earned and paid, and are expected to affect the Bank’s operation in the future. The effect of such policies and regulations upon the future business and earnings of the Bank cannot accurately be predicted. ITEM 1A The following sets forth several risk factors that are unique to the Company. Changes in interest rates could reduce our income, cash ﬂows and asset values. Our income and cash ﬂows and the value of our assets depend to a great extent on the difference between the interest rates we earn on interest-earning assets, such as loans and investment securities, and the interest rates we pay on interest-bearing liabilities such as deposits and borrowings. These rates are highly sensitive to many factors which are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, including changes in interest rates, will inﬂuence not only the interest we receive on our loans and investment securities and the amount of interest we pay on deposits and borrowings but will also affect our ability to originate loans and obtain deposits and the value of our investment portfolio. If the rate of interest we pay on our deposits and other borrowings increases more than the rate of interest we earn on our loans and other investments, our net interest income, and therefore our earnings, could be adversely affected. Our earnings also could be adversely affected if the rates on our loans and other investments fall more quickly than those on our deposits and other borrowings. Economic conditions either nationally or locally in areas in which our operations are concentrated may adversely affect our business. Deterioration in local, regional, national, or global economic conditions could cause us to experience a reduction in deposits and new loans, an increase in the number of borrowers who default on their loans, and a reduction in the value of the collateral securing their loans, all of which could adversely affect our performance and ﬁnancial condition. Unlike larger banks that are more geographically diversiﬁed, we provide banking and ﬁnancial services locally. Therefore, we are particularly vulnerable to adverse local economic conditions. Our ﬁnancial condition and results of operations would be adversely affected if our allowance for loan losses is not sufﬁcient to absorb actual losses or if we are required to increase our allowance. Despite our underwriting criteria, we may experience loan delinquencies and losses. In order to absorb losses associated with nonperforming loans, we maintain an allowance for loan losses based on, among other things, historical experience, an evaluation of economic conditions, and regular reviews of delinquencies and loan portfolio quality. Determination of the allowance inherently involves a high degree of subjectivity and requires us to make signiﬁcant estimates of current credit risks and future trends, all of which may undergo material changes. At any time there are likely to be loans in our portfolio that will result in losses but that have not been identiﬁed as nonperforming or potential problem credits. We cannot be sure that we will be able to identify deteriorating credits before they become nonperforming assets or that we will be able to limit losses on those loans that are identiﬁed. We may be required to increase our allowance for loan losses for any of several reasons. Federal regulators, in reviewing our loan portfolio as part of a regulatory examination, may request that we increase our allowance for loan losses. Changes in economic conditions affecting borrowers, new information regarding existing loans, identiﬁcation of additional problem loans and other factors, both within and outside of our control, may require an increase in our allowance. In addition, if charge-offs in future periods exceed our allowance for loan losses, we will need additional increases in our allowance for loan losses. Any increases in our allowance for loan losses will result in a decrease in our net income and, possibly, our capital, and may materially affect our results of operations in the period in which the allowance is increased. Many of our loans are secured, in whole or in part, with real estate collateral which is subject to declines in value. In addition to considering the ﬁnancial strength and cash ﬂow characteristics of a borrower, we often secure our loans with real estate collateral. Real estate values and the real estate market are generally affected by, among other things, changes in local, regional or national economic conditions, ﬂuctuations in interest rates and the availability of loans to potential purchasers, changes in tax laws and other governmental statutes, regulations and policies, and acts of nature. The real estate collateral provides an alternate source of repayment in the event of default by the borrower. If real estate prices in our markets decline, the value of the real estate collateral securing our loans could be reduced. If we are required to liquidate real estate collateral securing loans during a period of reduced real estate values to satisfy the debt, our earnings and capital could be adversely affected. Competition may decrease our growth or proﬁts. We face substantial competition in all phases of our operations from a variety of different competitors, including commercial banks, savings and loan associations, mutual savings banks, credit unions, consumer ﬁnance companies, factoring companies, leasing companies, insurance companies, and money market mutual funds. There is very strong competition among ﬁnancial services providers in our principal service area. Our competitors may have greater resources, higher lending limits, or larger branch systems than we do. Accordingly, they may be able to offer a broader range of products and services as well as better pricing for those products and services than we can. In addition, some of the ﬁnancial services organizations with which we compete are not subject to the same degree of regulation as is imposed on federally insured ﬁnancial institutions. As a result, those nonbank competitors may be able to access funding and provide various services more easily or at less cost than we can, adversely affecting our ability to compete effectively. The value of certain investment securities is volatile and future declines or other-than-temporary impairments could materially adversely affect our future earnings and regulatory capital. Continued volatility in the market value for certain of our investment securities, whether caused by changes in market perceptions of credit risk, as reﬂected in the expected market yield of the security, or actual defaults in the portfolio could result in signiﬁcant ﬂuctuations in the value of the securities. This could have a material adverse impact on our accumulated other comprehensive income/loss and shareholders’ equity depending on the direction of the ﬂuctuations. Furthermore, future downgrades or defaults in 54 JSSB1004.indd 54 3/20/13 2:15 PM these securities could result in future classiﬁcations of investment securities as other than temporarily impaired. This could have a material impact on our future earnings, although the impact on shareholders’ equity will be offset by any amount already included in other comprehensive income/loss for securities where we have recorded temporary impairment. We may be adversely affected by government regulation. The banking industry is heavily regulated. Banking regulations are primarily intended to protect the federal deposit insurance funds and depositors, not shareholders. Changes in the laws, regulations, and regulatory practices affecting the banking industry may increase our costs of doing business or otherwise adversely affect us and create competitive advantages for others. Regulations affecting banks and ﬁnancial services companies undergo continuous change, and we cannot predict the ultimate effect of these changes, which could have a material adverse effect on our proﬁtability or ﬁnancial condition. In response to the ﬁnancial crisis that commenced in 2008, Congress has taken actions that are intended to strengthen conﬁdence and encourage liquidity in ﬁnancial institutions, and the FDIC has taken actions to increase insurance coverage on deposit accounts. The Dodd-Frank Act provides for the creation of a consumer protection division at the Board of Governors of the Federal Reserve System that will have broad authority to issue regulations governing the services and products we provide consumers. This additional regulation could increase our compliance costs and otherwise adversely impact our operations. That legislation also contains provisions that, over time, could result in higher regulatory capital requirements (including through the implementation of the capital standards of Basel III) and loan loss provisions for the Bank, and may increase interest expense due to the ability granted in July 2011 to pay interest on all demand deposits. In addition, there have been proposals made by members of Congress and others that would reduce the amount delinquent borrowers are otherwise contractually obligated to pay under their mortgage loans and limit an institution’s ability to foreclose on mortgage collateral. These proposals could result in credit losses or increased expense in pursuing our remedies as a creditor. Recent regulatory changes impose limits on our ability to charge overdraft fees, which may decrease our non-interest income as compared to more recent prior periods. The potential exists for additional federal or state laws and regulations, or changes in policy, affecting many aspects of our operations, including capital levels, lending and funding practices, and liquidity standards. New laws and regulations may increase our costs of regulatory compliance and of doing business and otherwise affect our operations, and may signiﬁcantly affect the markets in which we do business, the markets for and value of our loans and investments, the fees we can charge and our ongoing operations, costs and proﬁtability. We rely on our management and other key personnel, and the loss of any of them may adversely affect our operations. We are and will continue to be dependent upon the services of our executive management team. In addition, we will continue to depend on our ability to retain and recruit key commercial loan ofﬁcers. The unexpected loss of services of any key management personnel or commercial loan ofﬁcers could have an adverse effect on our business and ﬁnancial condition because of their skills, knowledge of our market, years of industry experience, and the difﬁculty of promptly ﬁnding qualiﬁed replacement personnel. Environmental liability associated with lending activities could result in losses. In the course of our business, we may foreclose on and take title to properties securing our loans. If hazardous substances were discovered on any of these properties, we could be liable to governmental entities or third parties for the costs of remediation of the hazard, as well as for personal injury and property damage. Many environmental laws can impose liability regardless of whether we knew of, or were responsible for, the contamination. In addition, if we arrange for the disposal of hazardous or toxic substances at another site, we may be liable for the costs of cleaning up and removing those substances from the site even if we neither own nor operate the disposal site. Environmental laws may require us to incur substantial expenses and may materially limit use of properties we acquire through foreclosure, reduce their value or limit our ability to sell them in the event of a default on the loans they secure. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Failure to implement new technologies in our operations may adversely affect our growth or proﬁts. The market for ﬁnancial services, including banking services and consumer ﬁnance services is increasingly affected by advances in technology, including developments in telecommunications, data processing, computers, automation, internet-based banking, and telebanking. Our ability to compete successfully in our markets may depend on the extent to which we are able to exploit such technological changes. However, we can provide no assurance that we will be able to properly or timely anticipate or implement such technologies or properly train our staff to use such technologies. Any failure to adapt to new technologies could adversely affect our business, ﬁnancial condition, or operating results. An investment in our common stock is not an insured deposit. Our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund, or by any other public or private entity. Investment in our common stock is subject to the same market forces that affect the price of common stock in any company. The merger agreement with Luzerne National Bank Corporation may be terminated in accordance with its terms and the merger may be terminated, or we may fail to realize all of the anticipated beneﬁts of the merger. The merger agreement with respect to the pending merger with Luzerne National Bank Corporation is subject to a number of conditions which must be fulﬁlled in order to complete the merger. Those conditions include the approval of the merger agreement by shareholders of both the Company and Luzerne, regulatory approvals, absence of orders prohibiting the completion of the merger, and the continued accuracy of the representations and warranties by both parties and the performance by both parties of their covenants and agreements as of the closing date, and completion of the merger by July 31, 2013. The conditions to closing of the merger may not be fulﬁlled and the merger may not be completed. If completed, the success of the merger will depend, in part, on the Company’s ability to realize the anticipated beneﬁts and cost savings from combining the businesses of the Company and Luzerne. To realize these anticipated beneﬁts and cost savings, however, the businesses of the Company and Luzerne must be successfully combined. If the Company is not able to achieve these objectives, the anticipated beneﬁts and cost savings of the merger may not be realized fully or at all, or may take longer to realize than expected. If the merger is not completed or if the Company fails to realize the anticipated beneﬁts of the merger, the Company’s results of operations could be adversely affected. ITEM 1B None. UNRESOLVED STAFF COMMENTS JSSB1004.indd 55 55 3/20/13 2:15 PM ITEM 2 The Company owns and leases its properties. Listed herewith are the locations of properties owned or leased as of December 31, 2012, in which the banking ofﬁces are located; all properties are in good condition and adequate for the Bank’s purposes: PROPERTIES Ofﬁce Main Bridge Street DuBoistown Williamsport Montgomery Lock Haven Mill Hall Spring Mills Centre Hall Zion State College Montoursville Danville The M Group, Inc. D/B/A The Comprehensive Financial Group Address 115 South Main Street P.O. Box 5098 Jersey Shore, Pennsylvania 17740 112 Bridge Street Jersey Shore, Pennsylvania 17740 2675 Euclid Avenue Williamsport, Pennsylvania 17702 300 Market Street P.O. Box 967 Williamsport, Pennsylvania 17703-0967 9094 Rt. 405 Highway Montgomery, Pennsylvania 17752 4 West Main Street Lock Haven, Pennsylvania 17745 (Inside Wal-Mart), 173 Hogan Boulevard Mill Hall, Pennsylvania 17751 3635 Penns Valley Road, P.O. Box 66 Spring Mills, Pennsylvania 16875 2842 Earlystown Road Centre Hall, Pennsylvania 16828 100 Cobblestone Road Bellefonte, Pennsylvania 16823 2050 North Atherton Street State College, Pennsylvania 16803 820 Broad Street Montoursville, Pennsylvania 17754 606 Continental Boulevard Danville, Pennsylvania 17821 705 Washington Boulevard Williamsport, Pennsylvania 17701 Ownership Owned Owned Owned Owned Owned Owned Under Lease Owned Land Under Lease Under Lease Land Under Lease Under Lease Under Lease Under Lease ITEM 3 LEGAL PROCEEDINGS The Company is subject to lawsuits and claims arising out of its business. In the opinion of management, after review and consultation with counsel, any proceedings that may be assessed will not have a material adverse effect on the consolidated ﬁnancial position of the Company. ITEM 4 Not applicable. MINE SAFETY DISCLOSURES 56 JSSB1004.indd 56 3/20/13 2:15 PM PART II MARKET FOR THE REGISTRANT’S COMMON STOCK, RELATED ITEM 5 STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock is listed on the NASDAQ Global Select Market under the symbol “PWOD”. The following table sets forth (1) the quarterly high and low close prices for a share of the Company’s Common Stock during the periods indicated, and (2) quarterly dividends on a share of the common stock with respect to each quarter since January 1, 2010. The following quotations represent prices between buyers and sellers and do not include retail markup, markdown or commission. They may not necessarily represent actual transactions. Price Range High Low 2012 First quarter ............................................................................................. $ 41.67 39.90 Second quarter ........................................................................................ 44.60 Third quarter ........................................................................................... Fourth quarter ......................................................................................... 45.27 2011 First quarter ............................................................................................. $ 40.08 39.30 Second quarter ........................................................................................ 36.56 Third quarter ........................................................................................... Fourth quarter ......................................................................................... 39.30 2010 First quarter ............................................................................................. $ 34.03 34.50 Second quarter ........................................................................................ 33.15 Third quarter ........................................................................................... 41.26 Fourth quarter ......................................................................................... $ 36.20 36.72 37.78 37.16 $ 35.46 33.33 31.07 32.01 $ 30.04 26.76 29.41 31.97 Dividends Declared $ 0.47 0.47 0.47 0.47 $ 0.46 0.46 0.46 0.46 $ 0.46 0.46 0.46 0.46 The Bank has paid cash dividends since 1941. The Company has paid dividends since the effective date of its formation as a bank holding company. It is the present intention of the Company’s Board of Directors to continue the dividend payment policy; however, further dividends must necessarily depend upon earnings, ﬁnancial condition, appropriate legal restrictions, and other factors relevant at the time the Board of Directors of the Company considers dividend policy. Cash available for dividend distributions to shareholders of the Company primarily comes from dividends paid by the Bank to the Company. Therefore, the restrictions on the Bank’s dividend payments are directly applicable to the Company. See also the information appearing in Note 19 to “Notes to Consolidated Financial Statements” for additional information related to dividend restrictions. Under the Pennsylvania Business Corporation Law of 1988 a corporation may not pay a dividend, if after giving effect thereto, the corporation would be unable to pay its debts as they become due in the usual course of business and after giving effect thereto the total assets of the corporation would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the shareholders whose preferential rights are superior to those receiving the dividend. As of March 1, 2013, the Company had approximately 1,247 shareholders of record. Following is a schedule of the shares of the Company’s common stock purchased by the Company during the fourth quarter of 2012. Period Month #1 (October 1 - October 31, 2012) Month #2 (November 1 - November 30, 2012) Month #3 (December 1 - December 31, 2012) Total Number of Shares (or Units) Purchased - - - Average Price Paid per Share (or Units) Purchased $ - - - Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs - - - Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs 76,776 76,776 76,776 JSSB1004.indd 57 57 3/20/13 2:15 PM Set forth below is a line graph comparing the yearly dollar changes in the cumulative shareholder return on the Company’s common stock against the cumulative total return of the S&P 500 Stock Index, NASDAQ Bank Index, and NASDAQ Composite for the period of ﬁve ﬁscal years assuming the investment of $100.00 on December 31, 2007 and assuming the reinvestment of dividends. The shareholder return shown on the graph below is not necessarily indicative of future performance. Total Return Performance 175 – 150 – 125 – 100 – (cid:132) 75 – 50 – e u l a V x e d n I (cid:141) (cid:132) (cid:99) (cid:122) Penns Woods Bancorp,Inc. S&P 500 NASDAQ Composite NASDAQ Bank (cid:141) (cid:99) (cid:132) (cid:122) (cid:122) (cid:141) (cid:132) (cid:99) (cid:141) (cid:99) (cid:132) (cid:122) (cid:141) (cid:99) (cid:132) (cid:122) (cid:141) (cid:99) (cid:132) (cid:122) 25 – | 12/31/07 | 12/31/08 | 12/31/09 | 12/31/10 | 12/31/11 | 12/31/12 Index Penns Woods Bancorp, Inc................. S&P 500 ............................................. NASDAQ Composite ......................... NASDAQ Bank .................................. 12/31/07 100.00 100.00 100.00 100.00 12/31/08 75.37 63.00 60.02 78.46 12/31/09 113.04 79.68 87.24 65.67 12/31/10 146.59 91.68 103.08 74.97 12/31/11 150.26 93.61 102.26 67.10 12/31/12 152.18 108.59 120.42 79.64 Period Ending 58 JSSB1004.indd 58 3/20/13 2:15 PM ITEM 6 The following table sets forth certain ﬁnancial data for each of the years in the ﬁve-year period ended December 31, 2012: SELECTED FINANCIAL DATA (In Thousands, Except Per Share Data Amounts) 2012 2011 2010 2009 2008 Consolidated Statement of Income Data: Interest income ......................................................... $ 37,107 Interest expense ........................................................ 6,211 30,896 Net interest income .................................................. Provision for loan losses .......................................... 2,525 Net interest income after provision 28,371 for loan losses ................................................... 10,100 Noninterest income .................................................. Noninterest expense ................................................. 22,023 16,448 Income before income tax provision (beneﬁt) ......... Income tax provision (beneﬁt) ................................. 2,598 Net income ............................................................... $ 13,850 $ 36,376 7,656 28,720 2,700 $ 36,362 9,868 26,494 2,150 $ 36,191 12,398 23,793 917 $ 36,108 14,832 21,276 375 26,020 8,219 19,964 14,275 1,913 $ 12,362 24,344 7,459 19,492 12,311 1,382 $ 10,929 22,876 2,287 19,812 5,351 (742) $ 6,093 20,901 5,456 17,949 8,408 405 $ 8,003 Consolidated Balance Sheet at End of Period: Total assets ............................................................... $ 856,535 512,232 Loans ........................................................................ Allowance for loan losses ........................................ (7,617) 642,026 Deposits .................................................................... 76,278 Long-term debt ......................................................... 93,726 Shareholders’ equity ................................................ $ 763,953 435,959 (7,154) 581,664 61,278 80,460 $ 691,688 415,557 (6,035) 517,508 71,778 66,620 $ 676,204 405,529 (4,657) 497,287 86,778 66,916 $ 652,803 381,478 (4,356) 421,368 86,778 61,027 Per Share Data: Earnings per share - basic ........................................ $ 3.61 3.61 Earnings per share - diluted ..................................... Cash dividends declared .......................................... 1.88 Book value ............................................................... 24.42 Number of shares outstanding, at $ 3.22 3.22 1.84 20.97 $ 2.85 2.85 1.84 17.37 $ 1.59 1.59 1.84 17.45 $ 2.07 2.07 1.84 15.93 end of period ..................................................... 3,838,516 3,837,081 3,835,157 3,834,114 3,831,500 Average number of shares outstanding - basic ............................................ 3,837,751 3,836,036 3,834,255 3,832,789 3,859,724 Selected Financial Ratios: Return on average shareholders’ equity ................... Return on average total assets .................................. Net interest margin ................................................... Dividend payout ratio .............................................. Average shareholders’ equity to average total assets ........................................... Loans to deposits, at end of period .......................... 15.36% 1.70% 4.45% 52.08% 11.04% 79.78% 16.60% 1.69% 4.70% 57.10% 10.18% 74.95% 15.30% 1.56% 4.57% 64.56% 10.19% 80.30% 9.66% 0.92% 4.40% 115.74% 9.50% 81.55% 12.02% 1.27% 4.14% 88.67% 10.53% 90.53% ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The Management’s Discussion and Analysis of Financial Condition and Results of Operation in the Annual Report are incorporated in their entirety by reference under this Item 7. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 7A Market risk for the Company is comprised primarily from interest rate risk exposure and liquidity risk. Interest rate risk and liquidity risk management is performed at the Bank level as well as the Company level. The Company’s interest rate sensitivity is monitored by management through selected interest rate risk measures produced internally. Additional information and details are provided in the Interest Sensitivity section of Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations. Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes. JSSB1004.indd 59 59 3/20/13 2:15 PM ITEM 8 The Company’s Consolidated Financial Statements and notes thereto contained in the Annual Report are incorporated in their entirety by reference under this Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9 None. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES ITEM 9A The Company, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Ofﬁcer along with the Company’s Chief Financial Ofﬁcer, conducted an evaluation of the effectiveness as of December 31, 2012 of the design and operation of the Company’s disclosure controls and procedures, as such term is deﬁned under Rule 13a-15(e) promulgated under the Exchange Act. Based upon that evaluation, the Company’s President and Chief Executive Ofﬁcer along with the Company’s Chief Financial Ofﬁcer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2012. There have been no changes in the Company’s internal control over ﬁnancial reporting during the fourth quarter of 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over ﬁnancial reporting. Management’s Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over ﬁnancial reporting as deﬁned in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over ﬁnancial reporting is designed to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over ﬁnancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a signiﬁcant deﬁciency (as deﬁned in Public Company Accounting Oversight Board Auditing Standard No. 2), or a combination of signiﬁcant deﬁciencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim ﬁnancial statements will not be prevented or detected on a timely basis by management or employees in the normal course of performing their assigned functions. Management assessed the effectiveness of the Company’s internal control over ﬁnancial reporting as of December 31, 2012. Management’s assessment did not identify any material weaknesses in the Company’s internal control over ﬁnancial reporting. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Because there were no material weaknesses discovered, management believes that, as of December 31, 2012, the Company’s internal control over ﬁnancial reporting was effective. S.R. Snodgrass, A.C. an independent registered public accounting ﬁrm, has audited the consolidated ﬁnancial statements included in this Annual Report on Form 10-K, as part of the audit, has issued a report, which appears below, on the effectiveness of the Company’s internal control over ﬁnancial reporting as of December 31, 2012. Date: March 12, 2013 Chief Executive Ofﬁcer Chief Financial Ofﬁcer (Principal Financial Ofﬁcer) 60 JSSB1004.indd 60 3/20/13 2:15 PM REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Penns Woods Bancorp, Inc. We have audited Penns Woods Bancorp, Inc. and subsidiaries’ (the “Company”) internal control over ﬁnancial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Penns Woods Bancorp, Inc.’s management is responsible for maintaining effective internal control over ﬁnancial reporting and for its assessment of the effectiveness of internal control over ﬁnancial reporting included in the accompanying Report on Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over ﬁnancial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over ﬁnancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over ﬁnancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over ﬁnancial reporting is a process designed to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over ﬁnancial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁnancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the ﬁnancial statements. Because of inherent limitations, internal control over ﬁnancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Penns Woods Bancorp, Inc. maintained, in all material respects, effective internal control over ﬁnancial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Penns Woods Bancorp, Inc. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash ﬂows for each of the three years in the period ended December 31, 2012, and our opinion dated March 12, 2013, expressed an unqualiﬁed opinion. Wexford, Pennsylvania March 12, 2013 JSSB1004.indd 61 61 3/20/13 2:15 PM ITEM 9B OTHER INFORMATION None. PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information appearing under the captions “The Board of Directors and its Committees,” “Election of Directors,” “Information as to Nominees and Directors,” “Section 16(a) Beneﬁcial Ownership Reporting Compliance,” “Principal Ofﬁcers of the Corporation,” and “Certain Transactions” in the Company’s Proxy Statement for the Company’s 2013 annual meeting of shareholders (the “Proxy Statement”) is incorporated herein by reference. ITEM 11 EXECUTIVE COMPENSATION Information appearing under the captions “Compensation of Directors,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation and Beneﬁts Committee Report,” “Executive Compensation,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards,” “Option Exercises and Stock Vested,” “Nonqualiﬁed Deferred Compensation,” “Retirement Plan,” and “Potential Post-Employment Payments” in the Proxy Statement is incorporated herein by reference. ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information appearing under the caption “Security Ownership of Certain Beneﬁcial Owners and Management” in the Proxy Statement is incorporated herein by reference. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information appearing under the captions “Election of Directors” and “Certain Transactions” in the Proxy Statement is incorporated herein by reference. ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES The information appearing in the Proxy Statement under the captions, “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Audit Committee Pre-Approval Policies and Procedures” is incorporated herein by reference. ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)1. Financial Statements PART IV The following consolidated ﬁnancial statements and reports are set forth in Item 8: Report of Independent Auditors Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statement of Changes in Shareholders’ Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements (a)2. Financial Statement Schedules Financial statement schedules are omitted because the required information is either not applicable, not required or is shown in the respective ﬁnancial statements or in the notes thereto. (b) Exhibits: (2) (3) (3) (i) Agreement and Plan of Merger, dates as of October 18, 2012, between Penns Woods Bancorp, Inc. and Luzerne National Bank Corporation. (i) Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005). (10) (i) (ii) Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011). Form of First Amendment to the Jersey Shore State Bank Amendment and Restatement of the Director Fee Agreement, dated as of October 1, 2004 (incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K ﬁled on June 29, 2006). (10) (ii) Consulting Agreement, dated July 18, 2005 between Hubert A. Valencik and Penns Woods Bancorp, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K ﬁled on July 18, 2005). (10) (iii) Employment Agreement, dated June 1, 2010, among Penns Woods Bancorp, Inc., Jersey Shore State Bank and Brian L. Knepp (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K ﬁled on June 3, 2010).* (10) (iv) Employment Agreement, dated October 29, 2010, among Penns Woods Bancorp, Inc., Jersey Shore State Bank and Richard A. Grafmyre (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K ﬁled on November 2, 2010).* (10) (v) Amendment to Employment Agreement, dated June 12, 2012, among Penns Woods Bancorp, Inc., Jersey Shore State Bank and Richard A. Grafmyre (incorporated by reference to Exhibit 10(ii) of the Registrant’s Current Report on Form 8-K ﬁled on June 14, 2012).* 62 JSSB1004.indd 62 3/20/13 2:15 PM (10) (vi) Employment Agreement, dated February 28, 2011, among Penns Woods Bancorp, Inc., Jersey Shore State Bank and Ann M. Riles (incorporated by reference to Exhibit 10.6 of the Registrant’s Annual Report on Form 10-K ﬁled for the year ended December 31, 2011).* (10) (vii) Employment Agreement, dated February 28, 2011, among Penns Woods Bancorp, Inc., Jersey Shore State Bank and Robert J. Glunk (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q ﬁled for the quarter ended March 31, 2012).* Subsidiaries of the Registrant. Consent of Independent Certiﬁed Public Accountants. Rule 13a-14(a)/Rule 15d-14(a) Certiﬁcation of Chief Executive Ofﬁcer. (21) (23) (31) (i) (31) (ii) Rule 13a-14(a)/Rule 15d-14(a) Certiﬁcation of Principal Financial Ofﬁcer. (32) (i) (32) (ii) Section 1350 Certiﬁcation of Principal Financial Ofﬁcer. Exhibit 101 Section 1350 Certiﬁcation of Chief Executive Ofﬁcer. Interactive data ﬁle containing the following ﬁnancial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet at December 31, 2012 and December 31, 2011; (ii) the Consolidated Statement of Income for the years ended December 31, 2012, 2011 and 2010; (iii) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2012,2011, and 2010; (iv) the Consolidated Statement of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010; (v) the Consolidated Statement of Cash Flows for the years ended December 31, 2012, 2011, and 2010; and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text. As provided in Rule 406T of Regulation S-T, this interactive data ﬁle shall not be deemed to be “ﬁled” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “ﬁled” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections. * Denotes compensatory plan or arrangement. EXHIBIT INDEX Subsidiaries of the Registrant. Consent of Independent Certiﬁed Public Accountants. Rule 13a-14(a)/Rule 15d-14(a) Certiﬁcation of Chief Executive Ofﬁcer. (21) (23) (31) (i) (31) (ii) Rule 13a-14(a)/Rule 15d-14(a) Certiﬁcation of Principal Financial Ofﬁcer. (32) (i) (32) (ii) Section 1350 Certiﬁcation of Principal Financial Ofﬁcer. Exhibit 101 Section 1350 Certiﬁcation of Chief Executive Ofﬁcer. Interactive data ﬁle containing the following ﬁnancial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet at December 31, 2012 and December 31, 2011; (ii) the Consolidated Statement of Income for the years ended December 31, 2012, 2011 and 2010; (iii) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2012,2011, and 2010; (iv) the Consolidated Statement of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010; (v) the Consolidated Statement of Cash Flows for the years ended December 31, 2012, 2011, and 2010; and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text. As provided in Rule 406T of Regulation S-T, this interactive data ﬁle shall not be deemed to be “ﬁled” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “ﬁled” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections. Exhibit 21 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank........................................ Woods Real Estate Development Company, Inc... Woods Investment Company, Inc.......................... The M Group (subsidiary of the Bank)................. Pennsylvania Pennsylvania Delaware Pennsylvania JSSB1004.indd 63 63 3/20/13 2:15 PM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23 The Board of Directors Penns Woods Bancorp, Inc. We consent to the incorporation by reference in the Registration Statements (Nos. 333-134585 and 333-58682) on Form S-8 of Penns Woods Bancorp, Inc. of our reports dated March 12, 2013, relating to our audits of the consolidated ﬁnancial statements and internal control over ﬁnancial reporting, included in and incorporated by reference in the Annual Report on Form 10-K of Penns Woods Bancorp, Inc. for the year ended December 31, 2012. Wexford, Pennsylvania March 12, 2013 Exhibit 31(i) Rule 13a-14(a)/Rule 15d-14(a) Certiﬁcation of Chief Executive Ofﬁcer I, Richard A. Grafmyre, certify that: 1. I have reviewed this annual report on Form 10-K of Penns Woods Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial information included in this report, fairly present in all material respects the ﬁnancial condition, results of operations and cash ﬂows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying ofﬁcer and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial reporting (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over ﬁnancial reporting, or caused such internal control over ﬁnancial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over ﬁnancial reporting that occurred during the registrant’s most recent ﬁscal quarter (the registrant’s fourth ﬁscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over ﬁnancial reporting; 5. The registrant’s other certifying ofﬁcer and I have disclosed, based on our most recent evaluation of internal control over ﬁnancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All signiﬁcant deﬁciencies and material weaknesses in the design or operation of internal control over ﬁnancial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report ﬁnancial information; b. Any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant’s internal control over ﬁnancial reporting. Date: March 12, 2013 64 JSSB1004.indd 64 Richard A. Grafmyre Chief Executive Ofﬁcer (Principal Executive Ofﬁcer) 3/20/13 2:15 PM Exhibit 31(ii) Rule 13a-14(a)/Rule 15d-14(a) Certiﬁcation of Chief Financial Ofﬁcer I, Brian L. Knepp, certify that: 1. I have reviewed this annual report on Form 10-K of Penns Woods Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial information included in this report, fairly present in all material respects the ﬁnancial condition, results of operations and cash ﬂows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying ofﬁcer and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial reporting (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over ﬁnancial reporting, or caused such internal control over ﬁnancial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over ﬁnancial reporting that occurred during the registrant’s most recent ﬁscal quarter (the registrant’s fourth ﬁscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over ﬁnancial reporting; 5. The registrant’s other certifying ofﬁcer and I have disclosed, based on our most recent evaluation of internal control over ﬁnancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All signiﬁcant deﬁciencies and material weaknesses in the design or operation of internal control over ﬁnancial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report ﬁnancial information; b. Any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant’s internal control over ﬁnancial reporting. Date: March 12, 2013 Brian L. Knepp Chief Financial Ofﬁcer (Principal Financial Ofﬁcer and Principal Accounting Ofﬁcer) JSSB1004.indd 65 65 3/20/13 2:15 PM CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Penns Woods Bancorp, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2012 as ﬁled with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard A. Grafmyre, Chief Executive Ofﬁcer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the ﬁnancial condition and result of operations of the Company. Exhibit 32 (i) Richard A. Grafmyre Chief Executive Ofﬁcer March 12, 2013 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Penns Woods Bancorp, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2012 as ﬁled with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian L. Knepp, Chief Financial Ofﬁcer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the ﬁnancial condition and result of operations of the Company. Exhibit 32 (ii) Brian L. Knepp Chief Financial Ofﬁcer March 12, 2013 66 JSSB1004.indd 66 3/20/13 2:15 PM SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 12, 2013 PENNS WOODS BANCORP, INC. BY: RICHARD A. GRAFMYRE, President & Chief Executive Ofﬁcer Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Richard A. Grafmyre, President, Chief Executive Ofﬁcer and Director (Principal Executive Ofﬁcer) March 12, 2013 Brian L. Knepp, Chief Financial Ofﬁcer (Principal Financial Ofﬁcer) March 12, 2013 Ronald A. Walko, Chairman of the Board March 12, 2013 Daniel K. Brewer, Director March 12, 2013 Michael J. Casale, Jr., Director March 12, 2013 William J. Edwards, Director March 12, 2013 James M. Furey, II, Director March 12, 2013 D. Michael Hawbaker, Director March 12, 2013 Leroy H. Keiler, III, Director March 12, 2013 R. Edward Nestlerode, Jr., Director March 12, 2013 William H. Rockey, Director March 12, 2013 Hubert A. Valencik, Director March 12, 2013 JSSB1004.indd 67 67 3/20/13 2:15 PM Management & Board of Directors (Penns Woods Bancorp, Inc. & Jersey Shore State Bank) Ofﬁcers Richard A. Grafmyre............................................................................. President & Chief Executive Ofﬁcer Robert J. Glunk ................................................................. Senior Vice President & Chief Operating Ofﬁcer Brian L. Knepp.................................................. Senior Vice President, Chief Financial Ofﬁcer & Secretary Ann M. Riles........................... Senior Vice President, Chief Credit Ofﬁcer & Chief Administrative Ofﬁcer Stephen M. Tasselli ..................................................... Senior Vice President & Commercial Loan Manager G. David Gundy ............................................................. Senior Vice President & Commercial Loan Ofﬁcer Gerald J. Seman ................................................................................................President Mortgage Services John R. Frey .............................................................................. Vice President & Chief Compliance Ofﬁcer Michelle M. Karas ..........................................................Vice President Head of Institutional Advancement Tammy L. Gunsallus ................................................................................. Vice President Regional Manager Elizabeth A. Hittle..................................................................................... Vice President Regional Manager David R. Palski.......................................................................................... Vice President Regional Manager Craig A. Russell ........................................................................................ Vice President Regional Manager Mark A. Beatty.................................................... Vice President Network, Telecommunications & Security Kelley C. Bellomo.................................................................................Vice President Mortgage Operations Leslie K. Benshoff ............................................................................... Vice President Bank Secrecy Ofﬁcer Roxanna M. Chapman.................................................................................... Vice President Loan Servicing Aaron J. Cunningham................................................................. Vice President Credit & Risk Management Larry G. Garverick.................................................. Vice President Loan Documentation & Review Ofﬁcer Christine M. Magyar............................................................ Vice President Sales, Training & Development William V. Mauck........................................................................ Vice President Retail Operations Manager Michael A. Musto.......................................................................... Vice President Commercial Loan Ofﬁcer Stephanie A. Oakes ............................................................... Vice President Commercial Services Manager Lori A. Strimple ..................................................................................................... Vice President Marketing Kevin Weinhoffer ....................................................................................Vice President Commercial Lender Registered Representatives for The Comprehensive Financial Group Stephen D. Lowe ........................................................................................................... Williamsport Branch Directors Daniel K. Brewer ...............................................................Principal & Owner of Brewer & Company, LLC Michael J. Casale, Jr.....................................................................................Michael J. Casale, Jr. Esq., LLC William J. Edwards ....................................... President & Owner of JEB Environmental Technologies, Inc. James M. Furey, II................................................. President & Owner of Eastern Wood Products Company Richard A. Grafmyre.........................................................................President & Chief Executive Ofﬁcer of Penns Woods Bancorp, Inc. & Jersey Shore State Bank D. Michael Hawbaker................................................. Executive Vice President of Glenn O. Hawbaker, Inc. Leroy H. Keiler, III............................................................................... Leroy H. Keiler, III, Attorney at Law R. Edward Nestlerode, Jr ............................................... Vice President of Nestlerode Contracting Co., Inc. William H. Rockey.........................................................................Retired, Former Senior Vice President of Penns Woods Bancorp, Inc. & Jersey Shore State Bank Hubert A. Valencik.........................................................................Retired, Former Senior Vice President of Penns Woods Bancorp, Inc. & Jersey Shore State Bank Ronald A. Walko ............................Chairman of the Board; Retired, Former President and Chief Executive Ofﬁcer of Penns Woods Bancorp, Inc. & Jersey Shore State Bank Honorary Directors Phillip H. Bower Lynn S. Bowes Robert H. Kauffeld Allan W. Lugg Jay H. McCormick 68 JSSB1004.indd 68 3/20/13 2:15 PM JERSEY SHORE MAIN STREET OFFICE Tammy L. Gunsallus, Manager 115 South Main Street, P.O. Box 5098, Jersey Shore, PA 17740 Phone (570) 398-2213 Monday - Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday Drive-In Only 8:30 am to 12:00 pm Drive-up ATM Available JERSEY SHORE BRIDGE STREET OFFICE Tammy L. Gunsallus, Manager 112 Bridge Street, Jersey Shore, PA 17740 Phone (570) 398-4400 Monday - Wednesday 8:30 am to 4:30 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm CENTRE HALL OFFICE Bonnie H. Ripka, Manager 2842 Earlystown Road, Centre Hall, PA 16828 Phone (814) 364-1600 Monday - Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Walk-up ATM available DANVILLE OFFICE Marilyn J. Olin, Manager 606 Continental Boulevard, Danville, PA 17821 Phone (570) 271-1700 Monday - Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM available DUBOISTOWN OFFICE Rebecca L. Frank, Manager 2675 Euclid Avenue, Williamsport, PA 17702 Phone (570) 326-3731 Monday - Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM Available JSSB1004.indd 69 69 3/20/13 2:15 PM LOCK HAVEN OFFICE Craig A. Russell, Manager 4 West Main Street, Lock Haven, PA 17745 Phone (570) 748-7785 Monday - Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM available MILL HALL OFFICE Craig A. Russell, Manager (Inside WAL-MART) 173 Hogan Boulevard, Mill Hall, PA 17751 Phone (570) 748-8680 Monday - Wednesday 9:00 am to 6:00 pm Thursday - Friday 9:00 am to 8:00 pm Saturday 9:00 am to 4:00 pm Walk-up ATM available MONTGOMERY OFFICE Beverly S. Rupert, Manager 9094 Rt. 405 Highway, Montgomery, PA 17752 Phone (570) 547-6642 Monday - Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM Available MONTOURSVILLE OFFICE Michelle M. Lawson, Manager 820 Broad Street, Montoursville, PA 17754 Phone (570) 368-1200 Monday - Wednesday 8:30 am to 4:30 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM available SPRING MILLS OFFICE Bonnie H. Ripka, Manager 3635 Penns Valley Road, Spring Mills, PA 16875 Phone (814) 422-8836 Monday - Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM available 70 JSSB1004.indd 70 3/20/13 2:15 PM STATE COLLEGE OFFICE Patricia K. Stauffer, Manager 2050 North Atherton Street, State College, PA 16803 Phone (814) 235-1710 Monday - Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM available WILLIAMSPORT OFFICE David R. Palski, Manager 300 Market Street, Williamsport, PA 17701 Phone (570) 322-1111 Toll-Free within Pennsylvania 1-888-412-5772 Monday - Tuesday 8:30 am to 4:30 pm Wednesday Lobby 8:30 am to 1:00 pm Wednesday Drive-In 8:30 am to 4:30 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Walk-up ATM available ZION OFFICE 100 Cobblestone Road, Bellefonte, PA 16823 Phone (814) 383-2700 Monday - Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM available THE M GROUP, INC. D/B/A THE COMPREHENSIVE FINANCIAL GROUP Timothy E. Benner, COO 705 Washington Boulevard, Williamsport, PA 17701 Phone (570) 322-4627 INTERNET BANKING www.jssb.com TELEPHONE BANKING Phone (570) 320-2029 or (877) 520-2265 Member of the Federal Deposit Insurance Corporation JSSB1004.indd 71 71 3/20/13 2:15 PM 72 JSSB1004.indd 72 3/20/13 2:15 PM JSSB1004_CVR2_2012.pdf 1 3/26/13 11:42 AM Jersey Shore State Bank Locations CLINTON COUNTY LYCOMING COUNTY MISSION to be the most significant regional community bank JERSEY SHORE LOCK HAVEN • • MILL HALL CENTRE COUNTY • ZION • SPRING MILLS • CENTRE HALL • STATE COLLEGE • MONTOURSVILLE • WILLIAMSPORT • DUBOISTOWN • MONTGOMERY Y MONTOUR COUNTY • DANVILLE C M Y CM MY CY CMY K JSSB1004_CVR1_2012.pdf 1 3/26/13 11:47 AM C M Y CM MY CY CMY K PENNS WOODS BANCORP, INC. Parent Company of Jersey Shore State Bank Penns Woods Bancorp, Inc. P.O. Box 967 300 Market Street Williamsport, PA 17703-0967 2012 Annual Report & Form 10-K

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