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EXCEL - IDEA: XBRL DOCUMENT - CITIZENS FINANCIAL SERVICES INCFinancial_Report.xls
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - CITIZENS FINANCIAL SERVICES INCcfocert.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - CITIZENS FINANCIAL SERVICES INCceocert.htm
EX-32.1 - SECTION 350 CERTIFICATIONS - CITIZENS FINANCIAL SERVICES INCcertification.htm

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


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

For the quarterly period ended March 31, 2015
Or

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

For the transition period from_____________________ to ___________________

Commission file number 0-13222

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

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


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

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

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

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

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

Large accelerated filer ____                                                                                                   Accelerated filer _X__

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

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

The number of outstanding shares of the Registrant’s Common Stock, as of April 28, 2015, was 3,020,532.

 
 

 

 
 
Citizens Financial Services, Inc.
Form 10-Q

INDEX
 
 
   
PAGE
Part I
FINANCIAL INFORMATION
 
Item 1.
Financial Statements (unaudited):
 
 
Consolidated Balance Sheet as of March 31, 2015 and December 31, 2014
1
 
Consolidated Statement of Income for the Three Months Ended March 31, 2015 and 2014
2
 
Consolidated Statement of Comprehensive Income for the Three Months ended March 31, 2015 and 2014
3
 
Consolidated Statement of Cash Flows for the Three Months ended March 31, 2015 and 2014
4
 
Notes to Consolidated Financial Statements
5-26
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
27-44
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
45
Item 4.
Controls and Procedures
45
     
Part II
OTHER INFORMATION
 
Item 1.
Legal Proceedings
45
Item 1A.
Risk Factors
45
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
45-46
Item 3.
Defaults Upon Senior Securities
46
Item 4.
Mine Safety Disclosures
46
Item 5.
Other Information
46
Item 6.
Exhibits
46
 
Signatures
47

 
 

 

CITIZENS FINANCIAL SERVICES, INC.
   
CONSOLIDATED BALANCE SHEET
   
(UNAUDITED)
   
     
 
          March 31
    December 31
(in thousands except share data)
          2015
    2014
ASSETS:
   
Cash and due from banks:
   
  Noninterest-bearing
 $             10,901
 $          10,091
  Interest-bearing
                  7,882
               1,332
Total cash and cash equivalents
                18,783
             11,423
Interest bearing time deposits with other banks
                  5,960
               5,960
Available-for-sale securities
              291,904
           306,146
Loans held for sale
                  1,029
                  497
 
   
Loans (net of allowance for loan losses:
   
  2015, $6,922 and 2014, $6,815)
              558,257
           547,290
 
   
Premises and equipment
                12,619
             12,357
Accrued interest receivable
                  3,636
               3,644
Goodwill
                10,256
             10,256
Bank owned life insurance
                20,461
             20,309
Other assets
                  7,067
               7,166
 
 
 
TOTAL ASSETS
 $           929,972
 $        925,048
 
 
 
LIABILITIES:
   
Deposits:
   
  Noninterest-bearing
 $           100,263
 $          95,526
  Interest-bearing
              688,513
           678,407
Total deposits
              788,776
           773,933
Borrowed funds
                29,388
             41,799
Accrued interest payable
                     691
                  756
Other liabilities
                  8,828
               8,032
TOTAL LIABILITIES
              827,683
           824,520
STOCKHOLDERS' EQUITY:
   
Preferred Stock
   
  $1.00 par value; authorized 3,000,000 shares: none issued or outstanding at
   
   March 31, 2015 and December 31, 2014;
                          -
                      -
Common stock
   
  $1.00 par value; authorized 15,000,000 shares;  issued 3,335,236 at March 31, 2015 and
   
  December 31, 2014
                  3,335
               3,335
Additional paid-in capital
                25,148
             25,150
Retained earnings
                81,409
             79,512
Accumulated other comprehensive income
                  1,603
                  767
Treasury stock, at cost:  314,704 shares at March 31, 2015
   
  and 296,280 shares at December 31, 2014
                 (9,206)
             (8,236)
TOTAL STOCKHOLDERS' EQUITY
              102,289
           100,528
TOTAL LIABILITIES AND
   
   STOCKHOLDERS' EQUITY
 $           929,972
 $        925,048
     
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 

 
1

 

CITIZENS FINANCIAL SERVICES, INC.
   
CONSOLIDATED STATEMENT OF INCOME
   
(UNAUDITED)
   
 
Three Months Ended
 
March 31
(in thousands, except share and per share data)
             2015
             2014
INTEREST INCOME:
   
Interest and fees on loans
 $        7,039
 $      6,988
Interest-bearing deposits with banks
                 31
               13
Investment securities:
   
    Taxable
               754
             888
    Nontaxable
               848
             842
    Dividends
                 99
               50
TOTAL INTEREST INCOME
           8,771
         8,781
INTEREST EXPENSE:
   
Deposits
           1,009
         1,105
Borrowed funds
               175
             164
TOTAL INTEREST EXPENSE
           1,184
         1,269
NET INTEREST INCOME
           7,587
         7,512
Provision for loan losses
               120
             180
NET INTEREST INCOME AFTER
   
    PROVISION FOR LOAN LOSSES
           7,467
         7,332
NON-INTEREST INCOME:
   
Service charges
               976
         1,039
Trust
               194
             191
Brokerage and insurance
               127
             120
Investment securities gains, net
               126
             171
Gains on loans sold
                 38
               40
Earnings on bank owned life insurance
               152
             121
Other
               115
             105
TOTAL NON-INTEREST INCOME
           1,728
         1,787
NON-INTEREST EXPENSES:
   
Salaries and employee benefits
           3,056
         2,917
Occupancy
               369
             350
Furniture and equipment
               128
             100
Professional fees
               232
             234
FDIC insurance
               116
             113
Pennsylvania shares tax
               201
             193
Other
           1,233
         1,184
TOTAL NON-INTEREST EXPENSES
           5,335
         5,091
Income before provision for income taxes
           3,860
         4,028
Provision for income taxes
               740
             852
NET INCOME
 $        3,120
 $      3,176
 
   
PER COMMON SHARE DATA:
   
Net Income - Basic
 $          1.03
 $        1.04
Net Income - Diluted
 $          1.03
 $        1.04
Cash Dividends Paid
 $        0.405
 $      0.382
     
Number of shares used in computation - basic
   3,026,265
  3,041,923
Number of shares used in computation - diluted
   3,026,265
  3,042,117
     
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
2

 

CITIZENS FINANCIAL SERVICES, INC.
       
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
       
(UNAUDITED)
       
 
Three Months Ended
 
March 31,
(in thousands)
 
2015
 
2014
Net income
 
 $     3,120
 
 $    3,176
Other comprehensive income:
       
      Change in unrealized gains on available for sale securities
        1,345
 
       2,249
 
      Income tax effect
          (458)
 
         (764)
 
      Reclassification adjustment for change in unrecognized pension cost
             48
 
            12
 
      Income tax effect
            (16)
 
             (5)
 
      Reclassification adjustment for gain included in net income
          (126)
 
         (171)
 
      Income tax effect
             43
 
            58
 
Other comprehensive income, net of tax
 
           836
 
       1,379
Comprehensive income
 
 $     3,956
 
 $    4,555
         
The accompanying notes are an integral part of these unaudited consolidated financial statements.
   




 
3

 

CITIZENS FINANCIAL SERVICES, INC.
   
CONSOLIDATED STATEMENT OF CASH FLOWS
   
(UNAUDITED)
Three Months Ended
 
March 31,
(in thousands)
          2015
       2014
CASH FLOWS FROM OPERATING ACTIVITIES:
   
  Net income
 $          3,120
 $          3,176
  Adjustments to reconcile net income to net
   
   cash provided by operating activities:
   
    Provision for loan losses
                120
                180
    Depreciation and amortization
                  125
                127
    Amortization and accretion of investment securities
                516
                575
    Deferred income taxes
              (128)
                (49)
    Investment securities gains, net
              (126)
              (171)
    Earnings on bank owned life insurance
              (152)
              (121)
    Originations of loans held for sale
           (3,155)
           (2,785)
    Proceeds from sales of loans held for sale
             2,661
             2,861
    Realized gains on loans sold
                (38)
                (40)
    Decrease (increase) in accrued interest receivable
                    8
                (43)
    Decrease in accrued interest payable
                (65)
              (121)
    Other, net
                207
                (32)
      Net cash provided by operating activities
             3,093
             3,557
CASH FLOWS FROM INVESTING ACTIVITIES:
   
  Available-for-sale securities:
   
    Proceeds from sales
           14,623
             5,556
    Proceeds from maturity and principal repayments
           13,521
           19,528
    Purchase of securities
         (13,074)
         (18,562)
  Proceeds from redemption of regulatory stock
             1,271
             1,269
  Purchase of regulatory stock
              (864)
              (375)
  Net (increase) decrease in loans
         (11,054)
             7,345
  Purchase of premises and equipment
              (403)
                (28)
  Proceeds from sale of foreclosed assets held for sale
                  17
                    9
      Net cash provided by investing activities
             4,037
           14,742
CASH FLOWS FROM FINANCING ACTIVITIES:
   
  Net increase in deposits
           14,843
             5,327
  Proceeds from long-term borrowings
             4,730
             4,005
  Repayments of long-term borrowings
                     -
           (1,000)
  Net decrease in short-term borrowed funds
         (17,141)
         (24,209)
  Purchase of treasury and restricted stock
              (979)
              (120)
  Dividends paid
           (1,223)
              (976)
      Net cash provided by (used in) financing activities
                230
         (16,973)
          Net increase in cash and cash equivalents
             7,360
             1,326
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
           11,423
           10,083
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 $        18,783
 $        11,409
     
Supplemental Disclosures of Cash Flow Information:
   
    Interest paid
 $          1,249
 $          1,390
    Income taxes paid
 $             600
 $             650
    Loans transferred to foreclosed property
 $                  -
 $               22
    Investments sold and not settled included in other assets
 $                  -
 $          1,469
   
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
4

 

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

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

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

 
Three Months Ended
 
March 31,
 
    2015
    2014
Net income applicable to common stock
$3,120,000
$3,176,000
     
Basic earnings per share computation
   
Weighted average common shares outstanding
   3,026,265
   3,041,923
Earnings per share - basic
$1.03
$1.04
     
Diluted earnings per share computation
   
Weighted average common shares outstanding for basic earnings per share
   3,026,265
   3,041,923
Add: Dilutive effects of restricted stock
                 -
             194
Weighted average common shares outstanding for dilutive earnings per share
   3,026,265
   3,042,117
Earnings per share - dilutive
$1.03
$1.04
 
For the three months ended March 31, 2015 and 2014, there were 4,082 and 2,581 shares, respectively, related to the restricted stock program that were excluded from the diluted earnings per share calculations since they were anti-dilutive. These anti-dilutive shares had prices ranging from $37.10 to $53.50 for the three month period ended March 31, 2015 and prices ranging from $37.35 to $50.15 for the three month period ended March 31, 2014.
 
 
 
5

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

Investments in Qualified Affordable Housing Projects
 
As of March 31, 2015 and December 31, 2014, the Company was invested in four partnerships that provide affordable housing. The balance of the investments, which is included within other assets in the Consolidated Balance Sheet, was $1,153,000 and $1,218,000 as of March 31, 2015 and December 31, 2014, respectively. Investments purchased prior to January 1, 2015, are accounted for utilizing the effective yield method. As of March 31, 2015, the Company has $1,193,000 of tax credits remaining that will be recognized over nine years. Tax credits of $50,000 were recognized as a reduction of tax expense during the three months ended March 31, 2015.

Note 4 – Investments
 
The amortized cost and fair value of investment securities at March 31, 2015 and December 31, 2014 were as follows (in thousands):
   
    Gross
    Gross
 
 
    Amortized
    Unrealized
    Unrealized
    Fair
March 31, 2015
    Cost
    Gains
    Losses
    Value
Available-for-sale securities:
       
  U.S. agency securities
 $    142,719
 $               1,185
 $              (65)
 $       143,839
  Obligations of state and
       
    political subdivisions
       101,686
                  3,825
                 (75)
          105,436
  Corporate obligations
         12,783
                     177
                 (25)
            12,935
  Mortgage-backed securities in
       
    government sponsored entities
         27,673
                     431
                 (27)
            28,077
  Equity securities in financial
       
     institutions
           1,137
                     480
                      -
              1,617
Total available-for-sale securities
 $    285,998
 $               6,098
 $            (192)
 $       291,904
         
December 31, 2014
       
Available-for-sale securities:
       
  U.S. agency securities
 $    150,847
 $                  638
 $            (600)
 $       150,885
  U.S. treasury securities
           4,944
                          -
                 (95)
              4,849
  Obligations of state and
       
    political subdivisions
       101,281
                  3,854
                 (99)
          105,036
  Corporate obligations
         13,853
                     190
                 (85)
            13,958
  Mortgage-backed securities in
       
    government sponsored entities
         29,397
                     368
                 (37)
            29,728
  Equity securities in financial institutions
           1,137
                     553
                      -
              1,690
Total available-for-sale securities
 $    301,459
 $               5,603
 $            (916)
 $       306,146

The following table shows the Company’s gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time, which individual securities have been in a continuous unrealized loss position, at March 31, 2015 and December 31, 2014 (in thousands). As of March 31, 2015, the Company owned 25 securities whose fair value was less than their cost basis.
 
 
6

 
 
March 31, 2015
Less than Twelve Months
Twelve Months or Greater
Total
     
    Gross
 
Gross
 
    Gross
   
    Fair
    Unrealized
    Fair
    Unrealized
    Fair
    Unrealized
   
    Value
    Losses
    Value
    Losses
    Value
    Losses
U.S. agency securities
 $          5,365
 $               (4)
 $        22,029
 $             (61)
 $        27,394
 $             (65)
Obligations of state and
           
    political subdivisions
2,243
(28)
             5,773
                (47)
8,016
(75)
Corporate obligations
                     -
                     -
             4,484
                (25)
4,484
(25)
Mortgage-backed securities in
           
   government sponsored entities
1,107
(15)
                279
                (12)
1,386
(27)
    Total securities
 $          8,715
 $             (47)
 $        32,565
 $           (145)
 $        41,280
 $           (192)
               
December 31, 2014
             
U.S. agency securities
 $        27,382
 $           (110)
 $        43,642
 $           (490)
 $        71,024
 $           (600)
U.S. treasury securities
                     -
                     -
             4,849
                (95)
             4,849
                (95)
Obligations of states and
           
     political subdivisions
             3,596
                (19)
             8,584
                (80)
           12,180
                (99)
Corporate obligations
                505
                  (1)
             7,707
                (84)
             8,212
                (85)
Mortgage-backed securities in
           
     government sponsored entities
             5,025
                  (4)
             2,229
                (33)
             7,254
                (37)
    Total securities
 $        36,508
 $           (134)
 $        67,011
 $           (782)
 $      103,519
 $           (916)
 
As of March 31, 2015, the Company’s investment securities portfolio contained unrealized losses on agency securities issued or backed by the full faith and credit of the United States government or are generally viewed as having the implied guarantee of the U.S. government, obligations of states and political subdivisions, corporate obligations and  mortgage backed securities in government sponsored entities. For fixed maturity investments management considers whether the present value of cash flows expected to be collected are less than the security’s amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Company’s intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value, to determine whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, if the Company does not intend to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of the security’s amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the non-credit portion) is recognized in other comprehensive income, net of applicable taxes. Otherwise, the entire difference between fair value and amortized cost is charged to earnings. For equity securities where the fair value has been significantly below cost for one year, the Company’s policy is to recognize an impairment loss unless sufficient evidence is available that the decline is not other than temporary and a recovery period can be predicted.  The Company has concluded that any impairment of its investment securities portfolio outlined in the above table is not other than temporary and is the result of interest rate changes, sector credit rating changes, or issuer-specific rating changes that are not expected to result in the non-collection of principal and interest during the period.
 
Proceeds from sales of securities available-for-sale for the three months ended March 31, 2015 and 2014 were $14,623,000 and $5,556,000, respectively. The gross gains and losses were as follows (in thousands):
 
 
Three Months Ended
 
 March 31,
 
2015
2014
Gross gains
 $           137
 $                  171
Gross losses
               (11)
                          -
Net gains
 $           126
 $                  171
 
Investment securities with an approximate carrying value of $164.0 million and $186.4 million at March 31, 2015 and December 31, 2014, respectively, were pledged to secure public funds and certain other deposits.

 
7

 
 
Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.   The amortized cost and fair value of debt securities at March 31, 2015, by contractual maturity, are shown below (in thousands):
 
 
Amortized
 
 
Cost
Fair Value
Available-for-sale debt securities:
   
  Due in one year or less
 $        7,878
 $               7,980
  Due after one year through five years
       142,286
              143,869
  Due after five years through ten years
         41,437
                42,645
  Due after ten years
         93,260
                95,793
Total
 $    284,861
 $           290,287

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

March 31, 2015
 
Total Loans
Individually evaluated for impairment
Collectively evaluated for impairment
Real estate loans:
       
     Residential
 
 $                 183,838
 $                        310
 $                 183,528
     Commercial and agricultural
 
                    218,392
                        6,010
                    212,382
     Construction
 
                        6,036
                                -
                        6,036
Consumer
 
                        8,171
                                -
                        8,171
Other commercial and agricultural loans
                      63,386
                        2,890
                      60,496
State and political subdivision loans
 
                      85,356
                                -
                      85,356
Total
 
                    565,179
 $                     9,210
 $                 555,969
Allowance for loan losses
 
                        6,922
   
Net loans
 
 $                 558,257
   

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

 
8

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

   
    Recorded
    Recorded
   
 
    Unpaid
    Investment
    Investment
    Total
 
 
    Principal
    With No
    With
    Recorded
    Related
March 31, 2015
    Balance
    Allowance
    Allowance
    Investment
    Allowance
Real estate loans:
         
     Mortgages
 $       218
 $          121
 $            66
 $          187
 $          13
     Home Equity
          129
               59
               64
             123
             12
     Commercial
       8,398
          5,851
             159
          6,010
             72
Other commercial loans
       2,988
          2,431
             459
          2,890
             91
Total
 $  11,733
 $       8,462
 $          748
 $       9,210
 $        188
           
December 31, 2014
         
Real estate loans:
         
     Mortgages
 $       222
 $          125
 $            66
 $          191
 $          13
     Home Equity
          130
               60
               65
             125
             12
     Commercial
       8,433
          5,708
             404
          6,112
             72
Other commercial loans
       2,480
          2,346
               48
          2,394
               1
Total
 $  11,265
 $       8,239
 $          583
 $       8,822
 $          98
 
The following tables includes the average balance of impaired financing receivables by class and the income recognized on impaired loans for the three month periods ended March 31, 2015 and 2014(in thousands):

 
9

 






 
March 31, 2015
March 31, 2014
     
Interest
   
Interest
 
Average
Interest
Income
Average
Interest
Income
 
Recorded
Income
Recognized
Recorded
Income
Recognized
 
Investment
Recognized
Cash Basis
Investment
Recognized
Cash Basis
Real estate loans:
           
     Mortgages
 $       188
 $              2
 $               -
 $          205
 $            2
 $               -
     Home Equity
          124
                 1
                  -
             133
               1
                  -
     Commercial
       6,023
               13
                  -
          8,533
             26
                  -
Consumer - - - 15 - -
Other commercial loans
       2,729
               25
                 1
          1,893
             33
                  -
Total
 $    9,064
 $            41
 $              1
 $     10,779
 $          62
 $               -

Credit Quality Information
 
For commercial real estate, agricultural real estate, construction, other commercial, other agricultural and state and political subdivision loans, management uses a nine point internal risk rating system to monitor credit quality. The first five categories are considered not criticized and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The definitions of each rating are defined below:
 
·  
Pass (Grades 1-5) – These loans are to customers with credit quality ranging from an acceptable to very high quality and are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.
 
·  
Special Mention (Grade 6) – This loan grade is in accordance with regulatory guidance and includes loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.
 
·  
Substandard (Grade 7) – This loan grade is in accordance with regulatory guidance and includes loans that have a well-defined weakness based on objective evidence and be characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
 
·  
Doubtful (Grade 8) – This loan grade is in accordance with regulatory guidance and includes loans that have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.
 
·  
Loss (Grade 9) – This loan grade is in accordance with regulatory guidance and includes loans that are considered uncollectible, or of such value that continuance as an asset is not warranted.
 
To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay the loan as agreed, the Company’s loan rating process includes several layers of internal and external oversight. The Company’s loan officers are responsible for the timely and accurate risk rating of the loans in each of their portfolios at origination and on an ongoing basis under the supervision of management.  All commercial and agricultural loans are reviewed annually to ensure the appropriateness of the loan grade. In addition, the Company engages an external consultant on at least an annual basis. The external consultant is engaged to 1) review a minimum of 55% of the dollar volume of the commercial loan portfolio on an annual basis, 2) review new loans originated for over $1.0 million in the last years, 3) review a majority of borrowers with commitments greater than or equal to $1.0 million,  4) review selected loan relationships over $750,000 which are over 30 days past due, classified Special Mention, Substandard, Doubtful, or Loss, and 5) such other loans which management or the consultant deems appropriate.
 
The following tables represent credit exposures by internally assigned grades as of March 31, 2015 and December 31, 2014 (in thousands):

 
10

 

 
March 31, 2015
    Pass
    Special Mention
    Substandard
    Doubtful
    Ending Balance
Real estate loans:
         
     Commercial
 $          175,890
 $           4,912
 $                  11,855
 $                44
 $          192,701
     Agricultural
               20,695
              3,361
                       1,635
                      -
               25,691
     Construction
                 6,036
                      -
                              -
                      -
                 6,036
Other commercial loans
               46,267
              4,109
                       2,082
                 148
               52,606
Other agricultural loans
                 9,000
                 675
                       1,105
                      -
               10,780
State and political
         
   subdivision loans
               85,356
                      -
                              -
                      -
               85,356
Total
 $          343,244
 $         13,057
 $                  16,677
 $              192
 $          373,170

December 31, 2014
Pass
Special Mention
Substandard
Doubtful
Ending Balance
Real estate loans:
         
     Commercial
 $          169,383
 $           8,948
 $                  12,614
 $                   -
 $          190,945
     Agricultural
               19,575
              3,394
                       1,670
                      -
               24,639
     Construction
                 6,353
                      -
                              -
                      -
                 6,353
Other commercial loans
               40,683
              4,413
                       2,355
                      -
               47,451
Other agricultural loans
                 9,221
                 727
                       1,117
                      -
               11,065
State and political
         
   subdivision loans
               79,717
                      -
                              -
                      -
               79,717
Total
 $          324,932
 $         17,482
 $                  17,756
 $                   -
 $          360,170
 
For residential real estate mortgages, home equity and consumer loans, credit quality is monitored based on whether the loan is performing or non-performing, which is typically based on the aging status of the loan and payment activity, unless a specific action, such as bankruptcy, repossession, death or significant delay in payment occurs to raise awareness of a possible credit event. Non-performing loans include those loans that are considered nonaccrual, described in more detail below, and all loans past due 90 or more days and still accruing. The following table presents the recorded investment in those loan classes based on payment activity as of March 31, 2015 and December 31, 2014 (in thousands):

March 31, 2015
    Performing
    Non-
    performing
    Total
Real estate loans:
     
     Mortgages
 $          122,090
 $           1,021
 $                123,111
     Home Equity
               60,458
                 269
                     60,727
Consumer
                 8,113
                   58
                       8,171
Total
 $          190,661
 $           1,348
 $                192,009
       
December 31, 2014
Performing
Non-performing
Total
Real estate loans:
     
     Mortgages
 $          121,968
 $              890
 $                122,858
     Home Equity
               62,296
                 284
                     62,580
Consumer
                 8,444
                   53
                       8,497
Total
 $          192,708
 $           1,227
 $                193,935

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

 
11

 

 
   
30-59 Days
60-89 Days
90 Days
Total Past
 
Total Financing
90 Days and
March 31,2015
Past Due
Past Due
Or Greater
Due
Current
Receivables
Accruing
Real estate loans:
             
     Mortgages
 $        438
 $        432
 $        708
 $     1,578
 $   121,533
 $           123,111
 $            212
     Home Equity
           333
             76
           254
           663
        60,064
                60,727
               128
     Commercial
        1,111
                -
        1,257
        2,368
      190,333
              192,701
                 44
     Agricultural
           210
                -
                -
           210
        25,481
                25,691
                   -
     Construction
                -
                -
                -
                -
          6,036
                  6,036
                   -
Consumer
             34
             32
             12
             78
          8,093
                  8,171
                   1
Other commercial loans
           333
           158
           335
           826
        51,780
                52,606
                 18
Other agricultural loans
             53
                -
                -
             53
        10,727
                10,780
                   -
State and political
             
   subdivision loans
                -
                -
                -
                -
        85,356
                85,356
                   -
                 
 
Total
 $     2,512
 $        698
 $     2,566
 $     5,776
 $   559,403
 $           565,179
 $            403
                 
Loans considered non-accrual
 $        579
 $        171
 $     2,163
 $     2,913
 $       4,236
 $               7,149
 
Loans still accruing
        1,933
           527
           403
        2,863
      555,167
              558,030
 
 
Total
 $     2,512
 $        698
 $     2,566
 $     5,776
 $   559,403
 $           565,179
 
                 
December 31, 2014
             
Real estate loans:
             
     Mortgages
 $        318
 $        230
 $        675
 $     1,223
 $   121,635
 $           122,858
 $            214
     Home Equity
           442
             99
           260
           801
        61,779
                62,580
               132
     Commercial
             97
           231
        1,432
        1,760
      189,185
              190,945
               310
     Agricultural
                -
                -
                -
                -
        24,639
                24,639
                   -
     Construction
                -
                -
                -
                -
          6,353
                  6,353
                   -
Consumer
           119
               4
               7
           130
          8,367
                  8,497
                   6
Other commercial loans
           503
           258
           476
        1,237
        46,214
                47,451
               174
Other agricultural loans
                -
                -
                -
                -
        11,065
                11,065
                   -
State and political
             
   subdivision loans
                -
                -
                -
                -
        79,717
                79,717
                   -
                 
 
Total
 $     1,479
 $        822
 $     2,850
 $     5,151
 $   548,954
 $           554,105
 $            836
                 
Loans considered non-accrual
 $          48
 $        181
 $     2,014
 $     2,243
 $       4,356
 $               6,599
 
Loans still accruing
        1,431
           641
           836
        2,908
      544,598
              547,506
 
 
Total
 $     1,479
 $        822
 $     2,850
 $     5,151
 $   548,954
 $           554,105
 

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

 
12

 


   
March 31, 2015
 
December 31, 2014
Real estate loans:
     
     Mortgages
 $                809
 
 $                   676
     Home Equity
                   141
 
                      152
     Commercial
                5,030
 
                   5,010
Consumer
                     57
 
                        47
Other commercial loans
                1,112
 
                      714
   
 $             7,149
 
 $                6,599

Troubled Debt Restructurings
 
In situations where, for economic or legal reasons related to a borrower's financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a Troubled Debt Restructuring (TDR). Management strives to identify borrowers in financial difficulty early and work with them to modify more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of interest or principal, or both, management measures any impairment on the restructuring by calculating the present value of the revised loan terms and comparing this balance to the Company’s investment in the loan prior to the restructuring. As these loans are individually evaluated, they are excluded from pooled portfolios when calculating the allowance for loan and lease losses and a separate allocation within the allowance for loan and lease losses is provided. Management continually evaluates loans that are considered TDRs, including payment history under the modified loan terms, the borrower’s ability to continue to repay the loan based on continued evaluation of their operating results and cash flows from operations.  Based on this evaluation management would no longer consider a loan to be a TDR when the relevant facts support such a conclusion. As of March 31, 2015 and December 31, 2014, included within the allowance for loan losses are reserves of $25,000 and $26,000 respectively, that are associated with loans modified as TDRs.
 
Loan modifications that are considered TDRs completed during the three months ended March 31, 2015 and 2014 were as follows (dollars in thousands):

 
For the Three Months Ended March 31, 2015
 
Number of contracts
Pre-modification Outstanding
Recorded Investment
Post-Modification Outstanding
Recorded Investment
 
Interest
Modification
Term
Modification
Interest
Modification
Term
Modification
Interest
Modification
Term
Modification
Real estate loans:
           
     Mortgages
                    1
                          -
 $               71
                        -
 $               71
                     -
Total
                    1
                          -
 $               71
 $                     -
 $               71
 $                  -

 
For the Three Months Ended March 31, 2014
 
Number of contracts
Pre-modification Outstanding
Recorded Investment
Post-Modification Outstanding
Recorded Investment
 
Interest
Modification
Term
Modification
Interest
Modification
Term
Modification
Interest
Modification
Term
Modification
Real estate loans:
           
     Commercial
                     -
                          1
$                   -
$                125
$                  -
$             125
Total
                     -
                          1
 $                   -
 $                125
 $                  -
 $             125

 
13

 
 
Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism occurs at a notably higher rate than do defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans. The following table presents the recorded investment in loans that were modified as TDRs during each 12-month period prior to the current reporting periods, which begin January 1, 2015 and 2014, respectively, and that subsequently defaulted during these reporting periods (dollars in thousands):

 
For the Three Months Ended
 
March 31, 2015
March 31, 2014
 
Number of
contracts
Recorded
investment
Number of
contracts
Recorded
investment
Real estate loans:
       
     Commercial
             1
 $              124
             1
 $              483
Total recidivism
             1
 $              124
             1
 $              483

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

 
March 31, 2015
 
 December 31, 2014
 
Individually
evaluated for impairment
Collectively
evaluated for impairment
Total
 
Individually evaluated for impairment
Collectively
evaluated for impairment
Total
Real estate loans:
             
     Residential
 $           25
 $         898
 $         923
 
 $           25
 $           853
 $             878
     Commercial and agricultural
              72
         3,627
3,699
 
              72
           3,798
             3,870
     Construction
                 -
              11
11
 
                 -
                26
                  26
Consumer
                 -
              82
82
 
                 -
                84
                  84
Other commercial and agricultural loans
              91
         1,195
1,286
 
                1
           1,223
             1,224
State and political
             
  subdivision loans
                 -
            572
572
 
                 -
              545
                545
Unallocated
                 -
            349
349
 
                 -
              188
                188
Total
 $         188
 $      6,734
 $      6,922
 
 $           98
 $        6,717
 $          6,815
 
The following tables roll forward the balance of the ALLL by portfolio segment for the three month periods ended March 31, 2015 and 2014, respectively (in thousands):
 

 
Balance at
December 31, 2014
Charge-offs
Recoveries
Provision
Balance at
March 31, 2015
Real estate loans:
         
     Residential
 $         878
 $          (17)
 $              -
 $         62
 $         923
     Commercial and agricultural
         3,870
                 -
                4
        (175)
         3,699
     Construction
              26
                 -
                 -
          (15)
              11
Consumer
              84
               (7)
                8
            (3)
              82
Other commercial and agricultural loans
         1,224
               (1)
                 -
            63
         1,286
State and political
     
               -
 
  subdivision loans
            545
                 -
                 -
            27
            572
Unallocated
            188
                 -
                 -
          161
            349
Total
 $      6,815
 $          (25)
 $           12
 $       120
 $      6,922

 
14

 

 
 
Balance at
December 31, 2013
Charge-offs
Recoveries
Provision
Balance at
March 31, 2014
Real estate loans:
         
     Residential
 $         946
 $          (38)
 $              -
 $       (22)
 $         886
     Commercial and agricultural
         4,558
             (10)
                2
          (20)
         4,530
     Construction
              50
                 -
                 -
          (42)
                8
Consumer
            105
               (8)
                9
          (23)
              83
Other commercial and agricultural loans
            942
                 -
                 -
          231
         1,173
State and political
     
               -
 
  subdivision loans
            330
                 -
                 -
            66
            396
Unallocated
            167
                 -
                 -
          (10)
            157
Total
 $      7,098
 $          (56)
 $           11
 $       180
 $      7,233
 
The Company allocates the ALLL based on the factors described below, which conform to the Company’s loan classification policy and credit quality measurements. In reviewing risk within the Company’s loan portfolio, management has determined there to be several different risk categories within the loan portfolio. The ALLL consists of amounts applicable to: (i) residential real estate loans; (ii) residential real estate home equity loans; (iii) commercial real estate loans; (iv) agricultural real estate loans; (v) real estate construction loans; (vi) other commercial and agricultural loans; (vii) consumer loans; (viii) other agricultural loans and (ix) state and political subdivision loans. Factors considered in this process include general loan terms, collateral, and availability of historical data to support the analysis. Historical loss percentages are calculated and used as the basis for calculating allowance allocations. Certain qualitative factors are evaluated to determine additional inherent risks in the loan portfolio, which are not necessarily reflected in the historical loss percentages. These factors are then added to the historical allocation percentage to get the adjusted factor to be applied to non-classified loans. The following qualitative factors are analyzed:

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

 
15

 
 
Loans determined to be TDRs are impaired and for purposes of estimating the ALLL must be individually evaluated for impairment. In calculating the impairment, the Company calculates the present value utilizing an analysis of discounted cash flows. If the present value calculated is below the recorded investment of the loan, impairment is recognized by a charge to the provision for loan and lease losses and a credit to the ALLL.
 
 We continually review the model utilized in calculating the required allowance. The following qualitative factors experienced changes during the three months ended March 31, 2015:

·  
The qualitative factor for national, state, regional and local economic trends and business conditions was increased for all loan categories due to an increase in the unemployment rates in the local economy during the first quarter of 2015.
·  
The qualitative factor for industry conditions, including the effects of external factors such as competition, legal, and regulatory requirements on the level of estimated credit losses was increased for agricultural related loans due to the decrease in the price received for product sold and the increase in feed costs, which negatively affected customer earnings that occurred in the first quarter of 2015.
·  
The qualitative factor for levels of and trends in charge-offs and recoveries was increased for residential real estate loans due to the increase in charge-offs compared to historical norms for the Company.
·  
The qualitative factors for changes in levels of and trends in delinquencies, impaired/classified loans was decreased for other commercial loans due to the decrease in the amount of classified loans as of March 31, 2015.
·  
The qualitative factors for changes in levels of and trends in delinquencies, impaired/classified loans was increased for residential mortgages due to increases in the amount of delinquent loans as of March 31, 2015.
·  
The qualitative factors for changes in levels of and trends in delinquencies, impaired/classified loans was increased for agricultural related loans due to increases in the amount of loans past due as of March 31, 2015.
 
The primary factor that resulted in negative provision for commercial and agricultural loans was the reduction in the amount of special mention and substandard loans for the period ended March 31, 2015.
 
The following qualitative factors experienced changes during the first three months of 2014:
 
·  
The qualitative factor for national, state, regional and local economic trends and business conditions was decreased for all loan categories due to a decrease in the unemployment rates in the local economy.
·  
The qualitative factors for changes in levels of and trends in delinquencies, impaired/classified loans were decreased for commercial real estate due to the decrease in the Company’s classified loans to its lowest level in three years.
·  
The qualitative factors for changes in levels of and trends in delinquencies, impaired/classified loans were increased for other commercial loans due to an increase in classified loans during the quarter.
 
The primary factor that resulted in a negative provisions for the first quarter of 2014 for residential real estate, commercial and agricultural real estate loans, construction and consumer loans was the decrease in loan balances from December 31, 2013 and the decrease in the qualitative factor associated with the improvement in unemployment rates noted above.
 
Foreclosed Assets Held For Sale
 
Foreclosed assets acquired in settlement of loans are carried at fair value, less estimated costs to sell, and are included in other assets on the Consolidated Balance Sheet. As of March 31, 2015 and December 31, 2014 included with other assets are $1,773,000 and 1,792,000, respectively, of foreclosed assets. As of March 31, 2015, included within the foreclosed assets is $321,000 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end. As of March 31, 2015, the Company has initiated formal foreclosure proceeds on $1,411,000 of consumer residential mortgages, which have not yet been transferred into foreclosed assets.

 
16

 
 
Note 6 – Federal Home Loan Bank Stock
 
The Bank is a member of the FHLB of Pittsburgh and as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. As of March 31, 2015 and December 31, 2014, the Bank’s investment in FHLB stock was $1,353,000 and $1,761,000, respectively. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated by management.  The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) a significant decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB. Management evaluated the stock and concluded that the stock was not impaired for the periods presented herein.  Management considered that the FHLB’s regulatory capital ratios have improved, liquidity appears adequate, new shares of FHLB stock continue to exchange hands at the $100 par value and the FHLB has repurchased shares of excess capital stock from its members and has paid a quarterly cash dividend.

Note 7 - Employee Benefit Plans
 
For additional detailed disclosure on the Company's pension and employee benefits plans, please refer to Note 10 of the Company's Consolidated Financial Statements included in the 2014 Annual Report on Form 10-K.
 
Noncontributory Defined Benefit Pension Plan
 
The Company sponsors a noncontributory defined benefit pension plan (“Pension Plan”) covering substantially all employees and officers.  The Company’s funding policy is to make annual contributions, if needed, based upon the funding formula developed by the plan’s actuary. Any employee with a hire date of January 1, 2007 or later is not eligible to participate in the Pension Plan. In lieu of the Pension Plan, employees with a hire date of January 1, 2007 or later are eligible to receive, after meeting certain length of service requirements, an annual discretionary 401(k) plan contribution from the Company equal to a percentage of an employee’s base compensation.  The contribution amount, if any, is placed in a separate account within the 401(k) plan and is subject to a vesting requirement.
 
For employees who are eligible to participate in the Pension Plan, the Pension Plan requires benefits to be paid to eligible employees based primarily upon age and compensation rates during employment.  Upon retirement or other termination of employment, employees can elect either an annuity benefit or a lump sum distribution of vested benefits in the Pension Plan.
 
The following sets forth the components of net periodic benefit costs of the Pension Plan for the three months ended March 31, 2015 and 2014, respectively (in thousands):

 
Three Months Ended
 
March 31,
 
2015
2014
Service cost
 $               86
 $   90
Interest cost
                102
      96
Expected return on plan assets
              (207)
  (122)
Net amortization and deferral
                   48
      12
Net periodic benefit cost
 $               29
 $   76
 
The Company expects to contribute $500,000 to the Pension Plan in 2015.

 
17

 
 
Defined Contribution Plan
 
The Company sponsors a voluntary 401(k) savings plan which eligible employees can elect to contribute up to the maximum amount allowable not to exceed the limits of IRS Code Sections 401(k).  Under the plan, the Company also makes required contributions on behalf of the eligible employees.  The Company’s contributions vest immediately. Contributions by the Company totaled $62,000 and $57,000 for the three months ended March 31, 2015 and 2014, respectively.
 
Directors’ Deferred Compensation Plan
 
The Company’s directors may elect to defer all or portions of their fees until their retirement or termination from service.  Amounts deferred under the plan earn interest based upon the highest current rate offered to certificate of deposit customers.  Amounts deferred under the plan are not guaranteed and represent a general liability of the Company.  At March 31, 2015 and December 31, 2014, an obligation of $938,000 and $969,000, respectively, was included in other liabilities for this plan in the Consolidated Balance Sheet. Amounts included in interest expense on the deferred amounts totaled $7,000 and $5,000 for each of the three months ended March 31, 2015 and 2014, respectively.
 
Restricted Stock Plan
 
The Company maintains a Restricted Stock Plan (the “Plan”) whereby employees and non-employee corporate directors are eligible to receive awards of restricted stock based upon performance related requirements.  Awards granted under the Plan are in the form of the Company’s common stock and are subject to certain vesting requirements including continuous employment or service with the Company.  A total of 100,000 shares of the Company’s common stock have been authorized under the Plan, which terminates in April 2016. As of March 31, 2015, 64,002 shares remain available to be issued under the Plan.  The Plan assists the Company in attracting, retaining and motivating employees to make substantial contributions to the success of the Company and to increase the emphasis on the use of equity as a key component of compensation.
 
The following table details the vesting, awarding and forfeiting of restricted shares during 2015 and 2014:
 
 
Three months ended March 31,
 
2015
2014
   
Weighted
 
Weighted
 
Unvested
Average
Unvested
Average
 
Shares
Market Price
Shares
Market Price
Outstanding, beginning of period
         6,971
 $          48.55
   7,172
 $       42.02
Granted
            156
             53.15
      392
          50.50
Forfeited
                 -
                     -
           -
                  -
Vested
           (129)
             50.50
  (1,324)
          37.35
Outstanding, end of period
         6,998
 $          48.61
   6,240
 $       43.55
 
Compensation cost related to restricted stock is recognized based on the market price of the stock at the grant date over the vesting period. Compensation expense related to restricted stock was $42,000 and $36,000 for the three months ended March 31, 2015 and 2014, respectively.
 
Supplemental Executive Retirement Plan
 
The Company maintains a non-qualified supplemental executive retirement plan (“SERP”) for certain executives to compensate those executive participants in the Company’s noncontributory defined benefit pension plan whose benefits are limited by compensation limitations under current tax law. At March 31, 2015 and December 31, 2014, an obligation of $1,233,000 and $1,198,000, respectively, was included in other liabilities for this plan in the Consolidated Balance Sheet. Expenses related to this plan totaled $35,000 and $38,000 for the three months ended March 31, 2015 and 2014, respectively.

Note 8 – Accumulated Comprehensive Income
 
The following tables present the changes in accumulated other comprehensive (loss) income by component net of tax for the three months ended March 31, 2015 and 2014 (in thousands):

 
18

 

 
 
Three months ended March 31, 2015
 
Unrealized gain
(loss) on available
for sale securities
(a)
Defined Benefit
Pension Items
(a)
Total
Balance as of December 31, 2014
 $                     3,093
 $             (2,326)
 $         767
Other comprehensive income before reclassifications (net of tax)
                           887
                        -
            887
Amounts reclassified from accumulated other
     
     comprehensive income (net of tax)
                           (83)
                       32
             (51)
Net current period other comprehensive income
                           804
                       32
            836
Balance as of March 31, 2015
 $                     3,897
 $             (2,294)
 $      1,603
       
 
Three months ended March 31, 2014
Balance as of December 31, 2013
 $                      (108)
 $             (1,117)
 $     (1,225)
Other comprehensive income before reclassifications (net of tax)
                        1,485
                        -
         1,485
Amounts reclassified from accumulated other
     
     comprehensive income (net of tax)
                         (113)
                         7
           (106)
Net current period other comprehensive income
                        1,372
                         7
         1,379
Balance as of March 31, 2014
 $                     1,264
 $             (1,110)
 $         154
(a) Amounts in parentheses indicate debits
     
 
The following table presents the significant amounts reclassified out of each component of accumulated other comprehensive income for the three months ended March 31, 2015 and 2014 (in thousands):

Details about accumulated other comprehensive income (loss)
Amount reclassified from accumulated
comprehensive income (loss) (a)
 
Affected line item in the statement
where net Income is presented
 
Three Months Ended  March 31,
   
 
2015
2014
   
Unrealized gains and losses on available for sale securities
       
 
 $                          126
 $                    171
 
Investment securities gains, net
 
                             (43)
                       (58)
 
Provision for income taxes
 
 $                            83
 $                    113
 
Net of tax
         
Defined benefit pension items
       
 
 $                          (48)
 $                    (12)
 
Salaries and employee benefits
 
                               16
                           5
 
Provision for income taxes
 
 $                          (32)
 $                      (7)
 
Net of tax
(a) Amounts in parentheses indicate debits to profit/loss
       

Note 9 – Fair Value Measurements
 
The Company established a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by this hierarchy are as follows:
 
Level I:
Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
 
 
19

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

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

March 31, 2015
 
Level I
 
Level II
 
Level III
   
Total
Assets
                 
  Securities available for sale:
                 
     U.S. agency securities
 
 $                -
 
 $             143,839
 
 $                    -
   
 $             143,839
     Obligations of state and
                 
        political subdivisions
 
                   -
 
105,436
 
                       -
   
105,436
     Corporate obligations
 
                   -
 
12,935
 
                       -
   
12,935
     Mortgage-backed securities in
                 
       government sponsored entities
 
                   -
 
28,077
 
                       -
   
28,077
     Equity securities in financial
                 
       institutions
 
           1,617
 
                            -
 
                       -
   
1,617
                   

 
20

 

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

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

·  
Impaired Loans - Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment using one of several methods, including collateral value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. Collateral values are estimated using Level II inputs based on observable market data and Level III inputs based on customized discounting criteria. For a majority of impaired real estate related loans, the Company obtains a current external appraisal. Other valuation techniques are used as well, including internal valuations, comparable property analysis and contractual sales information.
·  
Other Real Estate owned – Other real estate owned, which is obtained through the Bank’s foreclosure process is valued utilizing the appraised collateral value. Collateral values are estimated using Level II inputs based on observable market data and Level III inputs based on customized discounting criteria. At the time the foreclosure is completed, the Company obtains an updated external appraisal.
 
 Assets measured at fair value on a nonrecurring basis as of March 31, 2015 and December 31, 2014 are included in the table below (in thousands):

March 31, 2015
 
Level I
 
Level II
 
Level III
   
Total
Impaired Loans
 
 $                -
 
 $                         -
 
 $            9,022
   
 $                 9,022
Other real estate owned
 
                   -
 
                            -
 
1,773
   
1,773
 
 
21

 
 
                   
December 31, 2014
                 
Impaired Loans
 
 $                -
 
 $                         -
 
 $            8,724
   
 $                 8,724
Other real estate owned
 
                   -
 
                            -
 
               1,792
   
1,792

The following table provides a listing of the significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques.
 
March 31, 2015
Fair Value
 
Valuation Technique(s)
Unobservable input
Range
Weighted average
Impaired Loans
 $  488
 
Discounted Cash Flows
Probability of Default
0%
0.00%
       
Change in interest rates
0-5.5%
0.98%
             
 
  8,534
 
Appraised Collateral Values
Discount for time since appraisal
0-30%
22.00%
       
Selling costs
4%-10%
9.07%
       
Holding period
0 - 18 months
12 months
             
Other real estate owned
  1,773
 
Appraised Collateral Values
Discount for time since appraisal
0-20%
20%
       
Selling costs
4%-10%
9%
       
Holding period
0 - 18 months
12
             
December 31, 2014
Fair Value
 
Valuation Technique(s)
Unobservable input
Range
 
Impaired Loans
 $  230
 
Discounted Cash Flows
Probability of Default
0%
0.00%
       
Change in interest rates
0-5.5%
1.99%
             
 
  8,494
 
Appraised Collateral Values
Discount for time since appraisal
0-30%
22.00%
       
Selling costs
4%-10%
8.55%
       
Holding period
0 - 18 months
15 months
             
Other real estate owned
  1,792
 
Appraised Collateral Values
Discount for time since appraisal
0-20%
20%
       
Selling costs
4%-10%
9%
       
Holding period
0 - 18 months
12
 
The fair values of the Company’s financial instruments are as follows (in thousands):

 
Carrying
       
March 31, 2015
Amount
Fair Value
Level I
Level II
Level III
Financial assets:
         
Cash and due from banks
 $   18,783
 $   18,783
 $   18,783
 $          -
 $             -
Interest bearing time deposits with other banks
        5,960
        5,969
   
5,969
Available-for-sale securities
    291,904
    291,904
        1,617
 290,287
 
Loans held for sale
        1,029
        1,029
        1,029
   
Net loans
    558,257
    579,059
                -
             -
    579,059
Bank owned life insurance
      20,461
      20,461
      20,461
             -
                -
Regulatory stock
        1,628
        1,628
        1,628
             -
                -
Accrued interest receivable
        3,636
        3,636
3,636
             -
                -
           
Financial liabilities:
         
Deposits
 $ 788,776
 $ 790,052
 $ 535,856
 $          -
 $ 254,196
Borrowed funds
      29,388
      26,946
                -
             -
      26,946
Accrued interest payable
           691
           691
691
             -
                -

 
22

 

 
 
Carrying
       
December 31, 2014
Amount
Fair Value
Level I
Level II
Level III
Financial assets:
         
Cash and due from banks
 $   11,423
 $   11,423
 $   11,423
 $          -
 $             -
Interest bearing time deposits with other banks
        5,960
        5,969
                -
             -
        5,969
Available-for-sale securities
    306,146
    306,146
        1,690
 304,456
                -
Loans held for sale
           497
           497
           497
   
Net loans
    547,290
    564,944
                -
             -
    564,944
Bank owned life insurance
      20,309
      20,309
      20,309
             -
                -
Regulatory stock
        2,035
        2,035
        2,035
             -
                -
Accrued interest receivable
        3,644
        3,644
        3,644
             -
                -
           
Financial liabilities:
         
Deposits
 $ 773,933
 $ 774,387
 $ 525,166
 $          -
 $ 249,221
Borrowed funds
      41,799
      38,219
      16,593
             -
      21,626
Accrued interest payable
           756
           756
756
             -
                -
 
Fair value is determined, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions can significantly affect the estimates.
 
Fair values have been determined by the Company using historical data, as generally provided in the Company’s regulatory reports, and an estimation methodology suitable for each category of financial instruments. The Company’s fair value estimates, methods and assumptions are set forth below for the Company’s other financial instruments.

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

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

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

Available-For-Sale Securities:
 
The fair values of securities available for sale are determined by quoted prices in active markets, when available, and classified as Level I. If quoted market prices are not available, the fair value is determined by a matrix pricing, which is a mathematical technique, widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities and classified as Level II. The fair values consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.
 
 
23

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

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

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

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

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

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

Note 10 – Recent Accounting Pronouncements
 
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update.

 
24

 
 
In June 2014, the FASB issued ASU 2014-10, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.  The amendments in this Update change the accounting for repurchase-to-maturity transactions to secured borrowing accounting.  For repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement.  The amendments also require enhanced disclosures. The accounting changes in this Update are effective for the first interim or annual period beginning after December 15, 2014.  An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Earlier application is prohibited.  The disclosure for certain transactions accounted for as a sale is required to be presented for interim and annual periods beginning after December 15, 2014, and the disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The disclosures are not required to be presented for comparative periods before the effective date.  This Update did not have a significant impact on the Company’s financial statements.
 
In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period.  The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost.  This Update is not expected to have a significant impact on the Company’s financial statements.
 
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements -Going Concern (Subtopic 205-40).  The amendments in this Update provide guidance in accounting principles generally accepted in the United States of America about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures.  The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.  This Update is not expected to have a significant impact on the Company’s financial statements.
 
In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force).  This ASU clarifies how current U.S. GAAP should be interpreted in subjectively evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Public business entities are required to implement the new requirements in fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial statements.
 
In January 2015, the FASB issued ASU 2015-01, Income Statement –Extraordinary and Unusual Items, as part of its initiative to reduce complexity in accounting standards.  This Update eliminates from GAAP the concept of extraordinary items.  The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. This Update is not expected to have a significant impact on the Company’s financial statements.

 
25

 
 
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810). The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments (1) Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) Eliminate the presumption that a general partner should consolidate a limited partnership; (3) Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; (4) Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds.  The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015.  For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017.  This Update is not expected to have a significant impact on the Company’s financial statements.
 
In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30), as part of its initiative to reduce complexity in accounting standards.  To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.  For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016.  An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. This Update is not expected to have a significant impact on the Company’s financial statements.
 
 In April 2015, the FASB issued ASU 2015-04, Compensation-Retirement Benefits (Topic 715), as part of its initiative to reduce complexity in accounting standards.  For an entity with a fiscal year-end that does not coincide with a month-end, the amendments in this Update provide a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year. The practical expedient should be applied consistently to all plans if an entity has more than one plan. The amendments in this Update are effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Earlier application is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.
 
In April 2015, the FASB issued ASU 2015-05, Intangible – Goodwill and Other Internal Use Software (Topic 350-40), as part of its initiative to reduce complexity in accounting standards. This guidance  will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The amendments in this Update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract.  For public business entities, the Board decided that the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. For all other entities, the amendments will be effective for annual periods beginning after December 15, 2015, and interim periods in annual periods beginning after December 15, 2016. Early adoption is permitted for all entities. This Update is not expected to have a significant impact on the Company’s financial statements.

 
26

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Forward-Looking Statements
 
We have made forward-looking statements in this document, and in documents that we incorporate by reference, that are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of Citizens Financial Services, Inc., First Citizens Community Bank, First Citizens Insurance Agency, Inc. or the combined Company. When we use words such as “believes,” “expects,” “anticipates,” or similar expressions, we are making forward-looking statements. For a variety of reasons, actual results could differ materially from those contained in or implied by forward-looking statements.  The Company cautions readers that the following important factors, among others, could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement:
 
·  
Interest rates could change more rapidly or more significantly than we expect.
·  
The economy could change significantly in an unexpected way, which would cause the demand for new loans and the ability of borrowers to repay outstanding loans to change in ways that our models do not anticipate.
·  
The financial markets could suffer a significant disruption, which may have a negative effect on our financial condition and that of our borrowers, and on our ability to raise money by issuing new securities.
·  
It could take us longer than we anticipate implementing strategic initiatives designed to increase revenues or manage expenses, or we may be unable to implement those initiatives at all.
·  
Acquisitions and dispositions of assets could affect us in ways that management has not anticipated.
·  
We may become subject to new legal obligations or the resolution of litigation may have a negative effect on our financial condition or operating results.
·  
We may become subject to new and unanticipated accounting, tax, or regulatory practices or requirements.
·  
We could experience greater loan delinquencies than anticipated, adversely affecting our earnings and financial condition.
·  
We could also experience greater losses than expected due to the ever increasing volume of information theft and fraudulent scams impacting our customers and the banking industry.
·  
We could lose the services of some or all of our key personnel, which would negatively impact our business because of their business development skills, financial expertise, lending experience, technical expertise and market area knowledge.
·  
The agricultural economy is subject to extreme swings in both the costs of resources and the prices received from the sale of products, which could negatively impact our customers.
·  
Exploration and drilling of the natural gas reserves in our market area may be affected by federal, state and local laws and regulations such as restrictions on production, permitting, changes in taxes and environmental protection, which could negatively impact our customers and, as a result, negatively impact our loan and deposit volume and loan quality.
·  
Similarly, customers dependent on the exploration and drilling of the natural gas reserves may be dependent on the market price of natural gas.  As a result, decreases in the market price of natural gas could also negatively impact our customers.
 
Additional factors that may affect our results are discussed under “Part II – Item 1A – Risk Factors” in this report and in the Company’s 2014 Annual Report on Form 10-K under “Item 1.A/ Risk Factors.”  Except as required by applicable law and regulation, we assume no obligation to update or revise any forward-looking statements after the date on which they are made.
 
 
 
27

 
 
Introduction
 
The following is management's discussion and analysis of the financial condition and results of operations presented in the accompanying Consolidated Financial Statements for the Company.  The Company's consolidated financial condition and results of operations consist almost entirely of the Bank’s financial condition and results of operations. Management’s discussion and analysis should be read in conjunction with the preceding financial statements presented under Part I.  The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results you may expect for the full year.
 
The Company currently engages in the general business of banking throughout our service area of Clinton, Potter, Tioga and Bradford counties in North Central Pennsylvania and Allegany, Steuben, Chemung and Tioga counties in Southern New York. We maintain our main office in Mansfield, Pennsylvania. Presently we operate 20 banking facilities, 18 of which operate as bank branches.  In Pennsylvania, we have branch offices located in Mansfield, Blossburg, Ulysses, Genesee, Wellsboro, Troy, Sayre, Canton, Gillett, Millerton, LeRaysville, Towanda, Rome, the Wellsboro Weis Market store, the Mansfield Wal-Mart Super Center and Mill Hall, which was opened in 2015. We also have a loan production office in Dallas, Pennsylvania. In New York, we have a branch office in Wellsville, Allegany County.
 
Risk Management
 
Risk identification and management are essential elements for the successful management of the Company.  In the normal course of business, the Company is subject to various types of risk, including interest rate, credit, liquidity, reputational and regulatory risk.
 
Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the direction and frequency of changes in interest rates.  Interest rate risk results from various re-pricing frequencies and the maturity structure of the financial instruments owned by the Company.  The Company uses its asset/liability and funds management policy to control and manage interest rate risk.
 
Credit risk represents the possibility that a customer may not perform in accordance with contractual terms.  Credit risk results from loans with customers and the purchasing of securities.  The Company’s primary credit risk is in the loan portfolio.  The Company manages credit risk by adhering to an established credit policy and through a disciplined evaluation of the adequacy of the allowance for loan losses.  Also, the investment policy limits the amount of credit risk that may be taken in the investment portfolio.
 
Liquidity risk represents the inability to generate or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers and obligations to depositors.  The Company has established guidelines within its asset/liability and funds management policy to manage liquidity risk.  These guidelines include, among other things, contingent funding alternatives.
 
Reputational risk, or the risk to our business, earnings, liquidity, and capital from negative public opinion, could result from our actual or alleged conduct in a variety of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, ethical issues, or inadequate protection of customer information. We expend significant resources to comply with regulatory requirements. Failure to comply could result in reputational harm or significant legal or remedial costs. Damage to our reputation could adversely affect our ability to retain and attract new customers, and adversely impact our earnings and liquidity.
 
Regulatory risk represents the possibility that a change in law, regulations or regulatory policy may have a material effect on the business of the Company.  We cannot predict what legislation might be enacted or what regulations might be adopted, or if adopted, the effect thereof on our operations.

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

 
28

 
 
Trust and Investment Services; Oil and Gas Services
 
Our Investment and Trust Services Department offers professional trust administration, investment management services, estate planning and administration, and custody of securities.  Assets held by the Company in a fiduciary or agency capacity for its customers are not included in the Consolidated Financial Statements since such items are not assets of the Company.  Revenues and fees of the Trust Department are reflected in the Company’s financial statements. As of March 31, 2015 and December 31, 2014, the Trust Department had $100.4 million and $100.7 million of assets under management, respectively.

 Our Investment Representatives offer full service brokerage services and financial planning throughout the Bank’s market area. Products such as mutual funds, annuities, health and life insurance are made available through our insurance subsidiary, First Citizens Insurance Agency, Inc.  The assets associated with these products are not included in the Consolidated Financial Statements since such items are not assets of the Company. Assets owned and invested by customers of the Bank through the Bank’s Investment Representatives increased from $111.7 million at December 31, 2014 to $114.8 million at March 31, 2015. Fee income from the sale of these products is reflected in the Company’s financial statements as a component of non-interest income in the Consolidated Statement of Income. Management believes that there are opportunities to increase non-interest income through these products and services, and as such, has added additional resources to support this growth.
 
In addition to the trust and investment services offered we have an oil and gas division, which serves as a network of experts to assist our customers through various oil and gas specific leasing matters from lease negotiations to establishing a successful approach to personal wealth management. As of March 31, 2015, customers owning 7,306 acres have signed agreements with the Bank that provide for the Bank to manage oil and gas matters related to the customers land, which may include negotiating lease payments and royalty percentages, resolving leasing issues, accounting for and ensuring the accuracy of royalty checks, distributing revenue to satisfy investment objectives and providing customized reports outlining payment and distribution information.

Results of Operations

Overview of the Income Statement
 
The Company had net income of $3,120,000 for the first three months of 2015 compared to $3,176,000 for last year’s comparable period, a decrease of $56,000 or 1.8%. Basic earnings per share for the first three months of 2015 were $1.03, compared to $1.04 last year, representing a 1.0% decrease.  Annualized return on assets and return on equity for the three months of 2015 were 1.36% and 12.38%, respectively, compared with 1.41% and 13.38% for last year’s comparable period.

Net Interest Income
 
Net interest income, the most significant component of the Company’s earnings, is the amount by which interest income generated from interest-earning assets exceeds interest expense on interest-bearing liabilities.
 
Net interest income for the first three months of 2015 was $7,587,000, an increase of $75,000, or 1.0%, compared to the same period in 2014.  For the first three months of 2015, the provision for loan losses totaled $120,000, a decrease of $60,000 over the comparable period in 2014.  Consequently, net interest income after the provision for loan losses was $7,467,000 compared to $7,332,000 during the first three months of 2014.

 The following table sets forth the average balances of, and the interest earned or incurred on, for each principal category of assets, liabilities and stockholders’ equity, the related rates, net interest income and interest rate spread created for the three months ended March 31, 2015 and 2014 on a tax equivalent basis (dollars in thousands):
 
 
29

 
 
 
Analysis of Average Balances and Interest Rates (1)
 
 Three Months Ended
 
March 31, 2015
March 31, 2014
 
Average
 
Average
Average
 
Average
 
Balance (1)
Interest
Rate
Balance (1)
Interest
Rate
(dollars in thousands)
$
$
%
$
$
%
ASSETS
           
Short-term investments:
           
   Interest-bearing deposits at banks
           8,722
                   2