UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2012

or

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

For the transition period from __________ to __________

Commission file number: 000-31673

OHIO LEGACY CORP

(Exact name of registrant as specified in its charter)

Ohio	34-1903890
(State or other jurisdiction of incorporation or organization)	I.R.S. Employer Identification Number

600 South Main St., North Canton, Ohio  44720

(Address of principal executive offices)

(330) 499-1900

Registrant's telephone number

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 ¨
Non-accelerated filer ¨	Smaller reporting company x

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

As of November 14, 2012, the latest practicable date, there were 1,971,431 shares of the issuer’s Common Stock, without par value, issued and outstanding.

OHIO LEGACY CORP

FORM 10-Q

AS OF AND FOR THE THREE AND NINE MONTHS ENDED September 30, 2012

THIRD QUARTER REPORT

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis	28
Item 3. Quantitative and Qualitative Disclosures about Market Risk	38
Item 4T. Controls and Procedures	38
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	38
Item 1A.  Risk Factors	38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3. Defaults Upon Senior Securities	38
Item 4. Removed and Reserved	39
Item 5. Other Information	39
Item 6. Exhibits	39
SIGNATURES	39

2

Item 8. Financial Statements and Supplementary Data.

OHIO LEGACY CORP

CONSOLIDATED BALANCE SHEETS

(Unaudited)

As of September 30, 2012 and December 31, 2011

	September 30,			December 31,
	2012			2011
ASSETS
Cash and due from banks	$	959,574		$	778,689
Federal funds sold and interest-bearing deposits in financial institutions		5,664,378			19,267,467
Cash and cash equivalents		6,623,952			20,046,156
Certificate of deposit in financial institution		100,000			100,000
Securities available for sale		12,296,255			10,677,644
Loans held for sale		10,362,069			895,610
Loans, net of allowance of $2,514,913 and $2,484,478 at September 30, 2012 and December 31, 2011		134,959,552			108,277,319
Federal bank stock		1,577,750			1,597,850
Premises and equipment, net		2,489,948			2,452,627
Assets acquired in settlement of loans		2,138,299			2,012,752
Accrued interest receivable and other assets		1,015,004			541,409
Total assets	$	171,562,829		$	146,601,367
LIABILITIES
Deposits:
Noninterest-bearing demand		25,252,512			21,017,215
Interest-bearing demand		6,807,945			6,190,520
Savings		37,776,563			38,537,916
Certificates of deposit, net		47,390,258			38,216,813
Total deposits		117,227,278			103,962,464
Repurchase agreements		3,967,517			4,213,612
Short-term Federal Home Loan Bank advances		25,000,000			13,000,000
Long-term Federal Home Loan Bank advances		6,000,000			6,000,000
Accrued interest payable and other liabilities		723,541			837,203
Total liabilities		152,918,336			128,013,279
Commitments and contingent liabilities		0			0
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 500,000 shares authorized, none outstanding		0			0
Common stock, no par value;
September 30, 2012 and December 31, 2011: 22,500,000 shares authorized, 1,971,431 shares issued and outstanding at September 30, 2012 and 1,971,456 issued and outstanding at December 31, 2011		35,954,627			35,806,662
Accumulated deficit		(17,513,604	)		(17,468,889	)
Accumulated other comprehensive income		203,470			250,315
Total shareholders' equity		18,644,493			18,588,088
Total liabilities and shareholders' equity	$	171,562,829		$	146,601,367

See notes to the consolidated financial statements.

3

OHIO LEGACY CORP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	September 30,
	2012			2011
Interest and dividend income:
Loans, including fees	$	1,591,120		$	1,409,382
Securities, taxable		41,560			62,873
Securities, tax-exempt		26,919			27,177
Interest-bearing deposits, federal funds sold and other		3,085			25,032
Dividends on federal bank stock		19,140			17,637
Total interest and dividend income		1,681,824			1,542,101
Interest expense:
Deposits		152,753			270,438
Short-term Federal Home Loan Bank advances		7,807			0
Long-term Federal Home Loan Bank advances		8,597			0
Fed Funds Purchased		5			0
Repurchase agreements		2,990			3,144
Capital leases		0			15,426
Total interest expense		172,152			289,008
Net interest income		1,509,672			1,253,093
Provision for loan losses		117,375			(108,874	)
Net interest income after provision for loan losses		1,392,297			1,361,967
Noninterest income:
Service charges and other fees		71,237			157,955
Trust and brokerage fee income		236,261			196,278
Gain on sales of securities available for sale, net		55,016			325,032
Gain on sale of loans		39,148			23,185
Loss on disposition of assets acquired in settlement of loans		(57,186	)		(86,934	)
Gain (loss) on disposition of fixed assets		2,100			(3,412	)
Other income		1,879			10,069
Total noninterest income		348,455			622,173
Noninterest expense:
Salaries and benefits		898,025			976,541
Occupancy and equipment		194,378			233,673
Professional fees		133,956			166,814
Franchise tax		58,144			51,875
Data processing		66,855			182,818
Marketing and advertising		16,696			11,760
Stationery and supplies		8,788			15,138
Deposit expense and insurance		69,262			91,753
Branch disposal expenses		0			166,687
Other expenses		136,990			217,766
Total noninterest expense		1,583,094			2,114,825
Net income (loss) before income taxes		157,658			(130,685	)
Income tax expense		20,438			149,384
Net income (loss)	$	137,220		$	(280,069	)
Basic income (loss) per share	$	0.07		$	(0.14	)
Diluted income (loss) per share	$	0.07		$	(0.14	)

See notes to the consolidated financial statements.

4

OHIO LEGACY CORP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Nine Months Ended
	September 30,
	2012			2011
Interest and dividend income:
Loans, including fees	$	4,332,027		$	4,154,898
Securities, taxable		133,413			323,491
Securities, tax-exempt		80,827			81,612
Interest-bearing deposits, federal funds sold and other		22,691			65,174
Dividends on federal bank stock		58,547			56,045
Total interest and dividend income		4,627,505			4,681,220
Interest expense:
Deposits		443,033			876,716
Short-term Federal Home Loan Bank advances		17,957			13,754
Long-term Federal Home Loan Bank advances		25,603			0
Fed Funds Purchased		5			0
Repurchase agreements		8,751			8,268
Capital leases		0			47,698
Total interest expense		495,349			946,436
Net interest income		4,132,156			3,734,784
Provision for loan losses		109,818			(135,069	)
Net interest income after provision for loan losses		4,022,338			3,869,853
Noninterest income:
Service charges and other fees		213,240			463,739
Trust and brokerage fee income		679,597			541,328
Gain on sales of securities available for sale, net		55,016			358,030
Gain on sale of loans		100,632			71,425
Loss on disposition of assets acquired in settlement of loans		(83,600	)		(122,233	)
Loss on disposition of fixed assets		(442	)		(3,749	)
Other income		18,134			38,447
Total noninterest income		982,577			1,346,987
Noninterest expense:
Salaries and benefits		2,746,642			3,057,451
Occupancy and equipment		583,573			729,338
Professional fees		380,990			465,722
Franchise tax		179,694			158,175
Data processing		355,007			544,692
Marketing and advertising		64,401			51,118
Stationery and supplies		38,062			49,871
Deposit expense and insurance		221,152			299,501
Branch disposal expenses		0			166,687
Other expenses		464,732			681,865
Total noninterest expense		5,034,253			6,204,420
Net loss before income taxes		(29,338	)		(987,580	)
Income tax expense		15,377			0
Net loss	$	(44,715	)	$	(987,580	)
Basic loss per share	$	(0.02	)	$	(0.50	)
Diluted income loss per share	$	(0.02	)	$	(0.50	)

See notes to the consolidated financial statements.

5

OHIO LEGACY CORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Net income (loss)	$	137,220		$	(280,069	)	$	(44,715	)	$	(987,580	)
Other comprehensive income (loss):
Unrealized gains/losses on securities:
Unrealized holding gain (loss) arising during the period		(51,941	)		9,721			8,171			482,084
Reclassification adjustment for losses (gains) included in net income		(55,016	)		(325,032	)		(55,016	)		(358,030	)
Tax effect		20,438			149,383			0			0
Total other comprehensive income (loss)		(86,519	)		(165,928	)		(46,845	)		124,054
Comprehensive income (loss)	$	50,701		$	(445,997	)	$	(91,560	)	$	(863,526	)

See notes to the consolidated financial statements.

6

OHIO LEGACY CORP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Balance, beginning of period	$	18,543,958		$	16,155,730		$	18,588,088		$	16,470,516
Stock based compensation expense		49,859			50,217			147,990			152,960
Comprehensive income (loss)		50,701			(445,997	)		(91,560	)		(863,526	)
Cash paid in lieu of fractional shares for one-for-ten reverse stock split		(25	)		0			(25	)		0
Balance, end of period	$	18,644,493		$	15,759,950		$	18,644,493		$	15,759,950

See notes to the consolidated financial statements.

7

OHIO LEGACY CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	September 30,
	2012			2011
Cash flows from operating activities:
Net loss	$	(44,715	)	$	(987,580	)
Adjustments to reconcile net loss to net cash from operating activities:
Provision for loan losses		109,818			(135,069	)
Depreciation and amortization		208,035			277,164
Loss on disposition of fixed assets		442			3,749
Securities amortization and accretion, net		91,539			183,490
Origination of loans held for sale		(12,446,000	)		(5,427,370	)
Proceeds from sales of loans held for sale		11,511,177			6,137,328
Participation interests in held for sale loans sold		42,995,076			0
Participation interests in held for sale loans purchased		(51,443,707	)		0
Loss on disposition or direct write-down of assets acquired in settlement of loans		83,600			122,233
Gain on sale of securities available for sale		(55,016	)		(358,030	)
Gain on sale of loans held for sale		(100,632	)		(71,425	)
Stock based compensation expense		147,990			152,960
Net change in:
Accrued interest receivable and other assets		(473,595	)		(1,400,192	)
Accrued interest payable and other liabilities		(113,662	)		(508,975	)
Deferred loan fees (costs)		(48,206	)		53,922
Net cash from operating activities		(9,577,856	)		(1,957,795	)
Cash flows from investing activities:
Purchases of securities available for sale		(6,209,677	)		(6,539,002	)
Redemptions of federal bank stock		20,100			39,700
Maturities, calls and paydowns of securities available for sale		3,701,527			12,967,243
Sales of securities available for sale		806,170			10,770,482
Proceeds from sale of assets acquired in settlement of loans		264,613			453,679
Participation loans sold		7,469,273			1,435,046
Participation loans purchased		(4,974,886	)		(725,000	)
Net change in loans		(29,694,364	)		(13,311,810	)
Proceeds from sale of premises and equipment		6,150			14,250
Acquisition of premises and equipment		(251,948	)		(74,138	)
Net cash from investing activities		(28,863,042	)		5,030,450
Cash flows from financing activities
Net change in deposits		13,264,814			19,231,988
Net change in repurchase agreements		(246,095	)		1,996,427
Repayment of capital lease obligations		0			(34,514	)
Proceeds from short term FHLB advances, net of repayments		12,000,000			0
Repayments of long term FHLB advances		0			(5,000,000	)
Cash paid in lieu of fractional shares for reverse stock split		(25	)		0
Net cash from financing activities		25,018,694			16,193,901
Net change in cash and cash equivalents		(13,422,204	)		19,266,556
Cash and cash equivalents at beginning of period		20,046,156			32,682,218
Cash and cash equivalents at end of period	$	6,623,952		$	51,948,774

See notes to the consolidated financial statements.

8

	For the nine months ended
	September 30,
	2012		2011
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest		489,418		998,782
Federal income taxes		40,000		0
Non-cash transactions:
Transfer of loans to assets acquired in settlement of loans		473,760		604,459
Reclassification of securities to available-for-sale from held-to-maturity		0		2,816,058
Reclassification of asset balances to assets to be disposed of through branch sale:
Loans, net		0		9,077,972
Premises and equipment, net		0		1,018,681
Reclassification of liability balances to liabilities to be disposed of through branch sale:
Deposits		0		74,303,746
Repurchase agreements		0		726,284
Capital lease obligation		0		373,079

See notes to the consolidated financial statements.

9

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation: The consolidated financial statements include Ohio Legacy Corp (“the Company”) and its wholly-owned subsidiary, Premier Bank & Trust, National Association (“Bank”) (formerly known as Ohio Legacy Bank, National Association). Ohio Legacy Corp is approximately 76% owned by Excel Bancorp, LLC, a registered bank holding company. Intercompany transactions and balances are eliminated in consolidation. References to the Company include Ohio Legacy, consolidated with its subsidiary, the Bank.

Ohio Legacy is a bank holding company incorporated on July 1, 1999 under the laws of the State of Ohio. The Bank began operations on October 3, 2000. The Bank provides financial services through its full-service offices in North Canton and St. Clairsville, Ohio. Its primary deposit products are checking, savings and certificate of deposit accounts, and its primary lending products are residential mortgage, commercial and installment loans. Substantially all loans are secured by specific items of collateral including business and consumer assets and real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Real estate loans are secured by residential and commercial real estate. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold. On March 23, 2010, the Bank received approval from the Comptroller of the Currency of its application to commence fiduciary powers pursuant to 12 USC 92a. Subsequently, the Bank opted to include “Trust” in its name and announced a name change to Premier Bank & Trust, N.A. effective April 2010. The Bank also began to offer investment brokerage services in April 2010.

These consolidated financial statements are prepared without audit and reflect all adjustments that, in the opinion of management, are necessary to present fairly the financial position of the Company at September 30, 2012, and its results of operations and cash flows for the periods presented. All such adjustments are normal and recurring in nature. The accounting principles used to prepare the consolidated financial statements are in compliance with U.S. GAAP. However, the financial statements were prepared in accordance with the instructions of Form 10-Q and, therefore, do not purport to contain all necessary financial and note disclosures required by U.S. GAAP.

The financial information presented in this report should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2011, which includes information and disclosures not presented in this report. Reference is made to the accounting policies of the Company described in Note 1 of the Notes to Consolidated Financial Statements. The Company has consistently followed those policies in preparing this Form 10-Q.

Use of Estimates: To prepare financial statements in conformity with U.S. GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. The allowance for loan losses, judgments about the other than temporary impairment of securities, fair value of financial instruments, valuation of deferred tax assets and the fair value of assets acquired in settlement of loans are particularly subject to change.

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. The reclassifications had no impact on reported net income or shareholders’ equity.

Adoption of New Accounting Pronouncements:

No. 2011-04 | Fair Value Measurement (Topic 820) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirement in U.S. GAAP and IFRSs: In May 2011, FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirement in U.S. GAAP and IFRSs (ASU 2011-04). The new guidance in this ASU results in common fair value measurement and disclosure requirements in U.S. and international accounting principles. Certain amendments clarify the FASB‘s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. These amendments also enhance disclosure requirements surrounding fair value measurement. Most significantly, an entity will be required to disclose additional information regarding Level 3 fair value measurements including quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements. The new guidance is effective for interim and annual periods beginning on or after December 15, 2011. The effect of adopting this standard did not have a material effect on the Company’s operating results or financial condition, but the additional disclosures are included in Note 6.

No. 2011-05 |Comprehensive Income (Topic 220): In June 2011, FASB issued Accounting Standards Update 2011-05, Presentation of Comprehensive Income. The ASU eliminates the option to report other comprehensive income and its components in the statement of changes in equity. An entity can elect to present the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The ASU does not change the items that must be reported in other comprehensive income, when an item of other comprehensive income must be reclassified to net income, or how earnings per share is calculated or presented. The amendments in this guidance are effective as of the beginning of the fiscal reporting year, and interim periods within that year, that begins after December 15, 2011. The adoption of this amendment changed the presentation of the statement of comprehensive income for the Company to two consecutive statements instead of presented as part of the consolidated statement of shareholders’ equity.

10

No. 2011-12 | Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU No. 2011-05: In December 2011, the FASB issued ASU No. 2011-12 that deferred the effective date for amendments to the presentation of reclassifications of items out of accumulated other comprehensive income. The adoption of the new guidance will impact the presentation of the consolidated financial statements.

NOTE 2 – EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is equal to net income (loss) divided by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share include the dilutive effect of additional potential common shares that may be issued upon the exercise of stock options and stock warrants. The following table details the calculation of basic and diluted earnings (loss) per share:

	For the Three Months Ended					For the Nine Months Ended
	September 30,					September 30,
	2012		2011			2012			2011
BASIC:
Net income (loss)	$	137,220	$	(280,069	)	$	(44,715	)	$	(987,580	)
Weighted average common shares outstanding		1,971,453		1,971,456			1,971,455			1,971,456
Basic income (loss) per share	$	0.07	$	(0.14	)	$	(0.02	)	$	(0.50	)
DILUTED:
Net income (loss)	$	137,220	$	(280,069	)	$	(44,715	)	$	(987,580	)
Weighted average common shares outstanding		1,971,453		1,971,456			1,971,455			1,971,456
Dilutive effect of stock options		-		-			-			-
Total common shares and dilutive potential common shares		1,971,453		1,971,456			1,971,455			1,971,456
Diluted income (loss) per common share	$	0.07	$	(0.14	)	$	(0.02	)	$	(0.50	)

The dilutive potential common shares that were excluded from the computation of diluted earnings per share because the effect of their exercise was anti-dilutive totaled 128,105 at September 30, 2012 and 2011.

At the annual meeting held on May 15, 2012, the Company’s shareholders approved an amendment to its articles of incorporation to effect a 1 for 10 reverse stock split. On August 21, 2012, the Board of Directors authorized filing with the Ohio Secretary of State’s office an amendment to the Company’s articles of incorporation to effect the 1 for 10 reverse stock split effective September 18, 2012. All share and related option information has been retroactively adjusted to reflect the reduced number of shares and options resulting from this action. The reverse split reduces the number of common shares outstanding from 19,714,564 to 1,971,431. Cash was paid for 25.4 fractional shares. The reverse split also affected the common stock underlying stock options that were outstanding immediately prior to the effective date of the reverse stock split as well as the strike price of those options which was adjusted to a price equal to ten times the original strike price. The number of authorized shares of the Company’s common stock was not affected by the reverse stock split. Earnings per share, outstanding common shares and weighted average common shares outstanding have been retroactively restated to reflect this change.

NOTE 3 – INVESTMENT SECURITIES

The fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
September 30, 2012
U.S. Government-sponsored enterprises	$	1,018,380	$	0	$	(188	)	$	1,018,192
Mortgage-backed securities issued by U.S. Government-sponsored enterprises		7,874,990		181,333		0			8,056,323
Other mortgage-backed securities-residential		199,537		0		(11,625	)		187,912
Municipal securities		2,757,477		186,601		0			2,944,078
Equity securities		39,900		49,850		0			89,750
Total	$	11,890,284	$	417,784	$	(11,813	)	$	12,296,255

11

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
December 31, 2011
U.S. Government-sponsored enterprises	$	2,514,982	$	952	$	(28	)	$	2,515,906
Mortgage-backed securities issued by U.S. Government-sponsored enterprises		4,663,733		201,434		0			4,865,167
Other mortgage-backed securities-residential		250,748		0		(60,877	)		189,871
Municipal Securities		2,755,465		205,885					2,961,350
Equity securities		39,900		105,450		0			145,350
Total	$	10,224,828	$	513,721	$	(60,905	)	$	10,677,644

All mortgage-backed securities at both period ends are residential mortgage-backed securities.

Proceeds from the sale of securities available-for-sale totaled $806,170 for the nine months ended September 30, 2012 and included gross gains of $55,016 and gross losses of $0. Proceeds from the sale of securities available-for-sale totaled $10,770,482 for the nine months ended September 30, 2011 and included gross gains of $358,030 and gross losses of $0. Proceeds from the sale of securities available-for-sale totaled $806,170 for the three months ended September 30, 2012 and included gross gains of $55,016 and gross losses of $0. Proceeds from the sale of securities available-for-sale totaled $5,818,639 for the three months ended September 30, 2011 and included gross gains of $325,032 and gross losses of $0.

The fair value of debt securities and the carrying amount, if different, at September 30, 2012 by expected maturity are depicted in the following table. Expected maturities may differ from contractual maturities because the loans underlying the mortgage-backed securities generally can be prepaid without penalty.

	Available for Sale
	Fair Value
Due in one year or less	$	0
Due from one to five years		922,475
Due from five to ten years		2,017,837
Due after ten years		1,021,958
Mortgage-backed securities-residential		8,244,235
Total	$	12,206,505

Securities with unrealized losses for less than one year and one year or more were as follows:

	Less than 12 months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
September 30, 2012:	Value		Loss			Value		Loss			Value		Loss
Available for sale:
U.S. Government-sponsored enterprises	$	1,018,192	$	(188	)	$	0	$	0		$	1,018,192	$	(188	)
Other mortgage-backed securities-residential		0		0			187,912		(11,625	)		187,912		(11,625	)
Total	$	1,018,192	$	(188	)	$	187,912	$	(11,625	)	$	1,206,104	$	(11,813	)

	Less than 12 months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
December 31, 2011:	Value		Loss			Value		Loss			Value		Loss
Available for sale:
U.S. Government-sponsored enterprises	$	1,003,318	$	(28	)	$	0	$	0		$	1,003,318	$	(28	)
Other mortgage-backed securities-residential		0		0			189,871		(60,877	)		189,871		(60,877	)
Total	$	1,003,318	$	(28	)	$	189,871	$	(60,877	)	$	1,193,189	$	(60,905	)

Other-Than-Temporary-Impairment

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.

As of September 30, 2012, the Company’s security portfolio consisted of 27 securities, one of which was in an unrealized loss position for 12 months or longer.

12

Mortgage-backed securities-residential

The Company’s mortgage-backed securities portfolio includes one non-agency security with a fair value of $187,912 which represents an unrealized loss of approximately $11,625 at September 30, 2012; the estimated fair value has been less than its amortized cost for twelve months or more. This non-agency mortgage-backed security was rated Caa1 by Moody’s on April 21, 2011 and BBB- on July 12, 2011 by Standard & Poor’s rating services. This security is senior to several subordinate classes of securities that together are collateralized by a pool of residential mortgages. No losses incurred on the mortgages in the pool have been assigned to the senior classes. Although the borrowers are not required to make principal payments during the initial 10 year period, 80% of the original principal has been repaid as of September 30, 2012. There are no negative amortization loans in the pool and none of the loans are subprime, Alt A or similar type of high-default product. Based on these factors, as of September 30, 2012, the Company believes there is no OTTI and does not have the intent to sell this security and it is likely that it will not be required to sell the security before its anticipated recovery.

NOTE 4 – LOANS

Loans, by collateral type, were as follows at September 30, 2012 and December 31, 2011:

	September 30, 2012						December 31, 2011
	Balance			Percent			Balance			Percent
Residential real estate	$	32,756,685			23.9	%	$	27,985,517			25.3	%
Multifamily real estate		11,163,410			8.1	%		9,140,672			8.2	%
Commercial real estate		52,895,736			38.5	%		42,622,961			38.5	%
Construction		5,946,871			4.3	%		4,219,420			3.8	%
Commercial		15,361,786			11.2	%		10,031,094			9.1	%
Secured by trust assets		6,103,720			4.4	%		6,798,929			6.1	%
Consumer and home equity		13,166,494			9.6	%		9,931,647			9.0	%
Total Loans		137,394,702			100.0	%		110,730,240			100.0	%
Less: Allowance for loan losses		(2,514,913	)					(2,484,478	)
Net deferred loan costs (fees)		79,763						31,557
Loans, net	$	134,959,552					$	108,277,319

Residential real estate loans pledged as collateral for advances and to support available borrowing capacity at the Federal Home Loan Bank totaled approximately $29,838,000 at September 30, 2012 and $24,475,000 at December 31, 2011. Commercial and multi-family real estate pledged to the FHLB as of September 30, 2012 and December 31, 2011 totaled $30,701,000 and $23,827,000, respectively. Commercial and home equity loans pledged as collateral at the Federal Reserve Bank of Cleveland for available discount window borrowing at September 30, 2012 and December 31, 2011 totaled $27,024,000 and $16,553,000, respectively.

Activity in the allowance for loan losses by loan class for the three months and nine months ended September 30 are presented in the following tables:

			For the Three Months Ended September 30, 2012
	Balance, June 30, 2012		Provision for Loan Losses			Loans Charged- Off			Recoveries		Balance, September 30, 2012
1-4 family residential mortgage	$	203,688	$	12,050		$	0		$	1,157	$	216,895
1-4 family rental property		244,685		(6,115	)		0			873		239,443
Multi-family real estate		426,039		(25,835	)		0			0		400,204
Home equity loans		179,833		117,051			(935	)		5,968		301,917
Consumer		36,571		688			(1,145	)		618		36,732
Commercial		173,919		(247,479	)		(1,100	)		111,790		37,130
Secured by trust assets		13,877		(1,670	)		0			0		12,207
Commercial real estate:
Non-owner occupied		215,353		56,765			0			0		272,118
Owner occupied		701,302		196,447			(2,405	)		2,405		897,749
Construction and development		75,841		15,473			0			9,204		100,518
Total	$	2,271,108	$	117,375		$	(5,585	)	$	132,015	$	2,514,913

13

			For the Three Months Ended September 30, 2011
	Balance, June 30, 2011		Provision for Loan Losses			Loans Charged- Off			Recoveries		Reclassification for loans to be disposed of through branch sale			Balance, September 30, 2011
1-4 family residential mortgage	$	174,411	$	4,387		$	0		$	0	$	(5,745	)	$	173,053
1-4 family rental property		199,799		13,721			0			0		(11,918	)		201,602
Multi-family real estate		410,604		156,305			0			0		(132,966	)		433,943
Home equity loans		88,155		7,608			0			0		(1,836	)		93,927
Consumer		10,383		(4,260	)		(426	)		528		(914	)		5,311
Commercial		280,171		43,907			0			10,118		(90,260	)		243,936
Secured by trust assets		11,794		1,421			0			0		0			13,215
Commercial real estate:
Non-owner occupied		427,587		(63,510	)		0			0		(5,966	)		358,111
Owner occupied		995,368		(30,860	)		(7,554	)		59,708		(350,395	)		666,267
Construction and development		163,230		(237,593	)		(1,205	)		250,846		0			175,278
Total	$	2,761,502	$	(108,874	)	$	(9,185	)	$	321,200	$	(600,000	)	$	2,364,643

			For the Nine Months Ended September 30, 2012
	Balance, December 31, 2011		Provision for Loan Losses			Loans Charged- Off			Recoveries		Balance, September 30, 2012
1-4 family residential mortgage	$	202,699	$	101,615		$	(90,366	)	$	2,947	$	216,895
1-4 family rental property		235,523		33,184			(30,137	)		873		239,443
Multi-family real estate		423,031		(22,827	)		0			0		400,204
Home equity loans		139,419		177,948			(21,418	)		5,968		301,917
Consumer		9,687		27,981			(2,262	)		1,326		36,732
Commercial		284,961		(362,126	)		(1,100	)		115,395		37,130
Secured by trust assets		13,600		(1,393	)		0			0		12,207
Commercial real estate:
Non-owner occupied		278,699		24,831			(31,412	)		0		272,118
Owner occupied		662,269		235,480			(2,405	)		2,405		897,749
Construction and development		234,590		(104,875	)		(50,000	)		20,803		100,518
Total	$	2,484,478	$	109,818		$	(229,100	)	$	149,717	$	2,514,913

			For the Nine Months Ended September 30, 2011
	Balance, December 31, 2010		Provision for Loan Losses			Loans Charged-Off			Recoveries		Reclassification for loans to be disposed of through branch sale			Balance, September 30, 2011
1-4 family residential mortgage	$	183,507	$	43,368		$	(48,077	)	$	0	$	(5,745	)	$	173,053
1-4 family rental property		331,184		(117,664	)		0			0		(11,918	)		201,602
Multi-family real estate		454,670		112,239			0			0		(132,966	)		433,943
Home equity loans		93,187		2,576			0			0		(1,836	)		93,927
Consumer		10,818		(5,052	)		(942	)		1,401		(914	)		5,311
Commercial		275,473		128,440			(81,263	)		11,546		(90,260	)		243,936
Secured by trust assets		12,095		1,120			0			0		0			13,215
Commercial real estate:
Non-owner occupied		509,739		(116,573	)		(29,089	)		0		(5,966	)		358,111
Owner occupied		1,043,458		44,475			(166,658	)		95,387		(350,395	)		666,267
Construction and development		141,635		(227,998	)		(1,205	)		262,846		0			175,278
Total	$	3,055,766	$	(135,069	)	$	(327,234	)	$	371,180	$	(600,000	)	$	2,364,643

The unpaid principal balance of loans reflects the borrowers’ principal balance and is not reduced by partial charge-offs previously recorded by the Company. For nonaccrual loans, the recorded investment in loans is reduced by the full amount of payments received from the borrower, whereas the unpaid principal balance will continue to reflect an allocation of the borrower’s payment between principal and interest. Generally accepted accounting principles define the recorded investment in loans as the sum of unpaid principal balance, accrued interest receivable, and deferred fees and costs minus partial charge-offs. Because accrued interest receivable, deferred fees and deferred costs are not material, the recorded investment in loans presented in the accompanying tables does not include these balances.

The following tables present the balance in the allowance for loan losses and the recorded investment of loans by portfolio class and based on impairment method.

14

	Loans Collectively Evaluated for Impairment				Loans Individually Evaluated for Impairment				Total
September 30, 2012	Allowance for Loan Loss		Recorded Investment		Allowance for Loan Loss		Recorded Investment		Allowance for Loan Loss		Recorded Investment
1-4 family residential mortgage	$	216,895	$	27,924,779	$	0	$	592,980	$	216,895	$	28,517,759
1-4 family rental property		232,754		4,187,254		6,689		51,672		239,443		4,238,926
Multi-family real estate		400,204		10,868,730		0		294,680		400,204		11,163,410
Home equity		258,168		11,279,952		43,749		224,164		301,917		11,504,116
Consumer		36,732		1,662,378		0		0		36,732		1,662,378
Commercial		35,831		15,252,073		1,299		109,713		37,130		15,361,786
Secured by trust assets		12,207		6,103,720		0		0		12,207		6,103,720
Commercial real estate:
Non-owner occupied		245,790		22,070,954		26,328		2,451,292		272,118		24,522,246
Owner occupied		892,384		27,698,986		5,365		674,504		897,749		28,373,490
Construction and development		100,518		5,946,871		0		0		100,518		5,946,871
Total	$	2,431,483	$	132,995,697	$	83,430	$	4,399,005	$	2,514,913	$	137,394,702

	Loans Collectively Evaluated for Impairment				Loans Individually Evaluated for Impairment				Total
December 31, 2011	Allowance for Loan Loss		Recorded Investment		Allowance for Loan Loss		Recorded Investment		Allowance for Loan Loss		Recorded Investment
1-4 family residential mortgage	$	202,699	$	23,645,009	$	0	$	108,877	$	202,699	$	23,753,886
1-4 family rental property		235,523		4,068,998		0		162,633		235,523		4,231,631
Multi-family real estate		423,031		9,132,775		0		7,897		423,031		9,140,672
Home equity		98,944		8,711,640		40,475		189,603		139,419		8,901,243
Consumer		9,687		1,030,404		0		0		9,687		1,030,404
Commercial		284,347		9,838,175		614		192,919		284,961		10,031,094
Commercial secured by trust assets		13,600		6,798,929		0		0		13,600		6,798,929
Commercial real estate:
Non-owner occupied		212,153		20,279,967		66,546		2,522,791		278,699		22,802,758
Owner occupied		650,824		19,208,688		11,445		611,515		662,269		19,820,203
Construction and development		234,590		3,931,523		0		287,897		234,590		4,219,420
Total	$	2,365,398	$	106,646,108	$	119,080	$	4,084,132	$	2,484,478	$	110,730,240

The following tables present loans individually evaluated for impairment by loan class as of September 30, 2012 and December 31, 2011 and for the three and nine months ended September 30, 2012 and September 30, 2011:

	As of September 30, 2012						As of December 31, 2011
	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated		Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
With no related allowance recorded:
1-4 family residential mortgage	$	627,121	$	592,980	$	0	$	197,637	$	108,877	$	0
1-4 family rental property		63,597		14,709		0		288,674		162,633		0
Multi-family real estate		325,355		294,680		0		36,952		7,897		0
Home equity		58,833		58,038		0		32,336		32,337		0
Commercial		108,415		108,414		0		371,177		192,305		0
Commercial real estate:
Non-owner occupied		2,411,344		2,411,344		0		1,836,578		1,754,214		0
Owner occupied		710,524		669,139		0		613,495		533,746		0
Construction and development		0		0		0		716,657		287,897		0
Subtotal		4,305,189		4,149,304		0		4,093,506		3,079,906		0
With an allowance recorded:
1-4 family residential mortgage		0		0		0		0		0		0
1-4 family rental property		60,949		36,963		6,689		0		0		0
Multi-family real estate		0		0		0		0		0		0
Home equity		166,126		166,126		43,749		157,266		157,266		40,475
Commercial		1,349		1,299		1,299		2,849		614		614
Commercial real estate:
Non-owner occupied		118,959		39,948		26,328		773,028		768,577		66,546
Owner occupied		11,037		5,365		5,365		82,517		77,769		11,445
Subtotal		358,420		249,701		83,430		1,015,660		1,004,226		119,080
Total	$	4,663,609	$	4,399,005	$	83,430	$	5,109,166	$	4,084,132	$	119,080

15

	For the Three Months Ended September 30, 2012						For the Three Months Ended September 30, 2011
	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Recognized		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Recognized
With no related allowance recorded:
1-4 family residential mortgage	$	552,930	$	0	$	0	$	175,495	$	0	$	0
1-4 family rental property		18,943		1,344		1,344		32,410		0		0
Multi-family real estate		98,227		4,453		1,881		0		0		0
Home equity		58,311		0		0		0		0		0
Commercial		117,977		1,444		1,499		145,130		0		0
Commercial real estate:
Non-owner occupied		2,418,961		34,531		36,834		40,121		0		0
Owner occupied		638,082		0		0		631,845		1,712		1,712
Construction and development		0		0		0		765,633		0		0
Subtotal		3,903,431		41,772		41,558		1,790,634		1,712		1,712
With an allowance recorded:
1-4 family residential mortgage		0		0		0		92,885		0		0
1-4 family rental property		34,059		0		0		152,234		0		0
Multi-family real estate		1,966		0		0		0		0		0
Home equity		118,396		1,873		1,876		0		0		0
Consumer		0		0		0		0		0		0
Commercial		0		0		0		0		0		0
Commercial real estate:
Non-owner occupied		13,620		0		0		0		0		0
Owner occupied		0		0		0		54,499		0		0
Subtotal		168,041		1,873		1,876		299,618		0		0
Total	$	4,071,472	$	43,645	$	43,434	$	2,090,252	$	1,712	$	1,712

	For the Nine Months Ended September 30, 2012						For the Nine Months Ended September 30, 2011
	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Recognized		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Recognized
With no related allowance recorded:
1-4 family residential mortgage	$	398,096	$	0	$	0	$	243,244	$	590	$	590
1-4 family rental property		80,595		1,344		1,344		132,624		10,861		10,861
Multi-family real estate		36,615		12,914		8,945		15,283		0		0
Home equity		60,966		0		0		3,980		0		0
Commercial		151,202		7,127		6,609		171,291		0		0
Commercial real estate:
Non-owner occupied		2,462,059		108,274		104,313		101,698		0		0
Owner occupied		588,159		0		0		971,027		1,712		1,712
Construction and development		159,943		0		0		937,493		0		0
Subtotal		3,937,635		129,659		121,211		2,576,640		13,163		13,163
With an allowance recorded:
1-4 family residential mortgage		0		0		0		48,211		0		0
1-4 family rental property		36,592		0		0		67,716		0		0
Multi-family real estate		1,081		0		0		0		0		0
Home equity		117,242		5,836		5,307		0		0		0
Consumer		0		0		0		0		0		0
Commercial		0		0		0		29,543		0		0
Commercial real estate:
Non-owner occupied		7,709		0		0		15,207		0		0
Owner occupied		6,998		0		0		42,449		0		0
Subtotal		169,622		5,836		5,307		203,126		0		0
Total	$	4,107,257	$	135,495	$	126,518	$	2,779,766	$	13,163	$	13,163

16

The following tables present the aging of the recorded investment in loans by loan class:

			Days Past Due
September 30, 2012	Loans Not Past Due		30-59 Days		60-89 Days		90 Days or Greater		Total Past Due		Total
1-4 family residential mortgage		27,575,017.00	$	383,198	$	0	$	559,544	$	942,742	$	28,517,759
1-4 family rental property		4,187,254		29,128		0		22,544		51,672		4,238,926
Multi-family real estate		10,868,730		290,285		0		4,395		294,680		11,163,410
Home equity loans		11,395,326		32,979		0		75,811		108,790		11,504,116
Consumer		1,660,649		1,729		0		0		1,729		1,662,378
Commercial		15,343,298		1,299		0		17,189		18,488		15,361,786
Secured by trust assets		6,103,720		0		0		0		0		6,103,720
Commercial real estate:
Non-owner occupied		24,482,298		0		0		39,948		39,948		24,522,246
Owner occupied		25,626,195		196,026		2,298,246		253,023		2,747,295		28,373,490
Construction and development		5,946,871		0		0		0		0		5,946,871
Total	$	133,189,358	$	934,644	$	2,298,246	$	972,454	$	4,205,344	$	137,394,702

The 60-89 Days past due balance consists of one loan in which the Bank owns a 2.45% participation interest. Sixty-six participants share in the credit. The loan has matured and the participating banks have not agreed on renewal terms for the borrower. The participation agreement requires approval of 100% of the participating banks to renew the loan.

			Days Past Due
December 31, 2011	Loans Not Past Due		30-59 Days		60-89 Days		90 Days or Greater		Total Past Due		Total
1-4 family residential mortgage	$	23,161,060	$	454,167	$	138,659	$	0	$	592,826	$	23,753,886
1-4 family rental property		3,924,394		144,603		31,975		130,659		307,237		4,231,631
Multi-family real estate		9,132,775		0		0		7,897		7,897		9,140,672
Home equity loans		8,809,248		25,161		34,497		32,337		91,995		8,901,243
Consumer		1,017,062		0		11,670		1,672		13,342		1,030,404
Commercial		10,005,369		3,848		6,692		15,185		25,725		10,031,094
Secured by trust assets		6,798,929		0		0		0		0		6,798,929
Commercial real estate:
Non-owner occupied		22,762,810		0		0		39,948		39,948		22,802,758
Owner occupied		19,581,686		0		0		238,517		238,517		19,820,203
Construction and development		3,881,837		49,686		0		287,897		337,583		4,219,420
Total	$	109,075,170	$	677,465	$	223,493	$	754,112	$	1,655,070	$	110,730,240

The following tables present the recorded investment in nonaccrual and loans past due over 90 days still on accrual by loan class:

September  30, 2012	Nonaccrual Loans		90 Days or Greater & Still Accruing		Total
1-4 family residential mortgage	$	592,980	$	0	$	592,980
1-4 family rental property		51,672		0		51,672
Multi-family real estate		4,395		0		4,395
Home equity loans		75,811		0		75,811
Consumer		5,412		0		5,412
Commercial		18,488		0		18,488
Secured by trust assets		0		0		0
Commercial real estate:
Non-owner occupied		39,948		0		39,948
Owner occupied		674,504		0		674,504
Construction and development		0		0		0
Total	$	1,463,210	$	0	$	1,463,210

December 31, 2011	Nonaccrual loans		90 Days or Greater & Still Accruing		Total
1-4 family residential mortgage	$	108,877	$	0	$	108,877
1-4 family rental property		162,633		0		162,633
Multi-family real estate		7,897		0		7,897
Home equity loans		38,612		0		38,612
Consumer		6,309		1,672		7,981
Commercial		77,919		0		77,919

17

December 31, 2011	Nonaccrual loans		90 Days or Greater & Still Accruing		Total
Commercial real estate:
Non-owner occupied		39,948		0		39,948
Owner occupied		611,515		0		611,515
Construction and development		287,897		0		287,897
Total	$	1,341,607	$	1,672	$	1,343,279

Troubled Debt Restructurings:

Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”) and classified as impaired. TDRs are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For TDRs that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The following tables report the balance of TDRs outstanding and related information as of September 30, 2012 and December 31, 2011:

			Outstanding Recorded Investment
September 30, 2012:	Number of Loans		Pre-Modification		Post-Modification
Home equity		1	$	150,991	$	150,991
Commercial		1		64,532		115,000
Commercial real estate:
Non-owner occupied		5		2,476,202		2,781,147
Owner occupied		1		238,517		229,519
Total		8	$	2,930,242	$	3,276,657
TDR allocated specific reserves					$	31,562
TDR loan commitments outstanding						6,000

			Outstanding Recorded Investment
December 31, 2011:	Number of Loans		Pre-Modification		Post-Modification
Home equity		1	$	150,991	$	150,991
Commercial		3		145,294		195,761
Commercial real estate:
Non-owner occupied		4		2,222,984		2,490,647
Owner occupied		2		120,403		120,403
Total		10	$	2,639,672	$	2,957,802
TDR allocated specific reserves					$	100,746
TDR loan commitments outstanding					$	6,000

The Home Equity modification related to a change in payment through the re-amortization of the remaining balance and an increase in the interest rate.  

The modifications of the Commercial class generally relate to maturity date extensions as well as rate and payment modifications.  The payment modifications adjusted the remaining amortization of the outstanding loan balance.  Generally, interest rates are either maintained at the same rate or increased for modifications in the Commercial class.  The advance of funds “post-modification” related to equipment purchases.

The modifications of the Non-Owner Occupied Commercial Real Estate class related to a restructuring of payment, interest rate, term and amortization.  For each loan, the interest rate was either increased or was unchanged.  The loan term was left unchanged or shortened.  The amortization period was lengthened up to 7 years with the loan-to-value of each loan remaining within Bank credit policy limits. The increase in balances “post-modification” related to the advance of new funds to pay delinquent real estate taxes.

The Owner-Occupied Commercial Real Estate modifications were the result of matching the expiration date of the real estate holding company debt with the debt of the operating entity.

18

A loan is typically considered to be in payment default once it is eleven days contractually past due under the modified terms. During the three and nine months ending September 30, 2012, there was one non-owner occupied commercial real estate loan identified as a TDR totaling $290,285 for which a payment default occurred during the prior twelve months following the modification. The payment default did not result in a charge off or a change in the allowance for loan and lease losses.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the company’s internal underwriting policy.

The following table includes TDR related activity for the three and nine months ended September 30:

	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2012				2011				2012				2011
	Number		Amount		Number		Amount		Number		Amount		Number		Amount
TDRs completed:
Owner occupied commercial real estate		0	$	0		0	$	0		1	$	220,090		2	$	113,648
Commercial		0		0		0		0		0		0		5		107,778
Non-owner occupied commercial real estate		1		290,285		0		0		1		290,285		0		0
TDR related increase (decrease) in the allowance for loan loss			$	0			$	0			$	0			$	0
TDR charge offs				0				0				0				0

No loans were modified during the three or nine months ending September 30, 2012 that had a significant payment delay and did not meet the definition of a troubled debt restructuring.

Credit Quality Indicators:

The Company classifies all non-homogeneous loans such as commercial and commercial real estate loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk into four non-classified categories (i.e. passing grade loans) and three categories of classified loans. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans listed as not rated are included in groups of homogeneous loans. Loans not analyzed as part of homogeneous groups include commercial, commercial real estate, multi-family real estate, and construction and development loans. Homogeneous groups of loans are not typically risk rated unless the loan is placed on nonaccrual status. A loan may also be separated from the homogeneous pool and individually risk rated due to recurrent delinquency problems, typically 60 to 89 days past due. Based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

September 30, 2012	Not Rated		Pass		Special Mention		Substandard		Doubtful		Total
1-4 family residential mortgage	$	27,615,597	$	190,768	$	118,414	$	592,980	$	0	$	28,517,759
1-4 family rental property		816,981		3,285,463		0		136,482		0		4,238,926
Multi-family real estate		285,578		7,493,765		2,037,477		1,346,590		0		11,163,410
Home equity loans		11,217,858		62,094		0		191,827		32,337		11,504,116
Consumer		1,662,378		0		0		0		0		1,662,378

19

September 30, 2012	Not Rated		Pass		Special Mention		Substandard		Doubtful		Total
Commercial		0		15,253,371		0		108,415		0		15,361,786
Secured by trust assets		0		6,103,720		0		0		0		6,103,720
Commercial real estate:
Non-owner occupied		0		20,750,236		829,485		2,942,525		0		24,522,246
Owner occupied		0		24,997,476		2,477,364		898,650		0		28,373,490
Construction and development		2,805,585		3,141,286		0		0		0		5,946,871
Total	$	44,403,977	$	81,278,179	$	5,462,740	$	6,217,469	$	32,337	$	137,394,702

December 31, 2011	Not Rated		Pass		Special Mention		Substandard		Doubtful		Total
1-4 family residential mortgage	$	23,441,682	$	0	$	203,327	$	1,680	$	107,197	$	23,753,886
1-4 family rental property		494,363		2,872,069		513,544		351,655		0		4,231,631
Multi-family real estate		303,587		7,240,618		254,823		1,341,644		0		9,140,672
Home equity loans		8,637,268		72,895		1,477		150,991		38,612		8,901,243
Consumer		1,030,404		0		0		0		0		1,030,404
Commercial		0		9,823,849		14,326		130,799		62,120		10,031,094
Secured by trust assets		675,626		6,123,303		0		0		0		6,798,929
Commercial real estate:												0
Non-owner occupied		5,000		19,005,683		759,562		3,032,513		0		22,802,758
Owner occupied		1,795		17,493,719		1,506,489		707,573		110,627		19,820,203
Construction and development		1,867,195		2,037,504		26,824		287,897		0		4,219,420
Total	$	36,456,920	$	64,669,640	$	3,280,372	$	6,004,752	$	318,556	$	110,730,240

The Company considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential and consumer loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the current principal balance of residential and consumer loans based on payment activity:

	Residential
September 30, 2012	1-4 family		Home Equity		Consumer		Total
Performing	$	27,924,779	$	11,428,305	$	1,656,966	$	41,010,050
Nonperforming		592,980		75,811		5,412		674,203
Total	$	28,517,759	$	11,504,116	$	1,662,378	$	41,684,253

	Residential
December 31, 2011	1-4 Family		Home Equity		Consumer		Total
Performing	$	23,645,009	$	8,711,640	$	1,024,095	$	33,380,744
Nonperforming		108,877		189,603		6,309		304,789
Total	$	23,753,886	$	8,901,243	$	1,030,404	$	33,685,533

NOTE 5 – ASSETS ACQUIRED IN SETTLEMENT OF LOANS

Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. If fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed. Expenditures that improve the fair value of the property are capitalized. The Company makes periodic reassessments of the value of assets held in this category and records valuation adjustments or write-downs as the reassessments dictate.

Assets acquired in settlement of loans were as follows:

	September 30,		December 31,
	2012		2011
Interest in limited liability company	$	1,255,437	$	1,255,437
Residential real estate		79,155		201,154
Commercial real estate		263,000		292,251
Construction and development		540,707		263,910
Total	$	2,138,299	$	2,012,752

The interest in the limited liability company was obtained through a U.S. Bankruptcy Code 363 sale. The limited liability company was formed by the lead bank for the banks participating in the project financing to acquire title to the real estate, conduct the operation of the facility, and market the real estate and the operations of the business for sale. The carrying value of its interest is based upon the estimated fair value of the real estate less costs to sell.

20

Direct write-downs of assets acquired in settlement of loans totaled $87,636 and $70,148 for the nine months ended September 30, 2012 and 2011, respectively. Direct write-downs of assets acquired in settlement of loans totaled $57,186 and $70,148 for the three months ended September 30, 2012 and 2011, respectively.

NOTE 6 – FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial asset:

Cash and Cash Equivalents: The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

Certificate of Deposit in Financial Institution: The fair value of certificates of deposit maintained with financial institutions is based upon discounted cash analyses, using interest rates currently offered for similar time deposits resulting in a Level 2 classification.

Securities: The fair values for securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using matrix pricing, which is a mathematical technique 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 (Level 2).

Loans Held For Sale: The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan resulting in Level 2 classification.

Loans: Fair values of loans, excluding loans held for sale, are estimated as follows: Fair values for loans are estimated using discounted cash flow analyses, using interest rates currently offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Federal Bank Stock: It is not practical to determine the fair value of federal bank stock due to restrictions placed on its transferability.

Assets Acquired in Settlement of Loans: Assets acquired in settlement of loans are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at the lower of cost or fair value less estimated costs to sell. The fair value of assets acquired in settlement of loans is generally based on real estate appraisals. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

21

Annual appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. For commercial impaired loans and other real estate owned, if the carrying value is less than $250,000, the Company may obtain a property evaluation by an independent company instead of an appraisal. The Company uses an independent third party appraisal management company for the management of appraisal ordering and review. The appraisal management company reviews the assumptions and approaches, utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics and provides a written review report to the Company. Appraised values or evaluation values are always discounted by at least ten percent for selling costs to arrive at fair value. In some cases, and when justified through appropriate documentation, additional discounting is reflected to allow for changing market conditions, property condition or increasing vacancy.

Deposits: The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e. their carrying amount) resulting in a Level 1 classification. The carrying amounts of variable rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date resulting in a Level 1 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

Short-term Borrowings: The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings, generally maturing within ninety days, approximate their fair values resulting in a Level 2 classification.

Other Borrowings: The fair values of the Company’s long-term borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.

Accrued Interest Receivable/Payable: The carrying amounts of accrued interest approximate fair value and its classification is correlated to the underlying financial instrument.

Off-balance Sheet Instruments: Fair values for off-balance sheet commitments are nominal and are not material.

Assets measured at fair value on a recurring basis are summarized in the following tables:

	Fair Value Measurements Using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
September 30, 2012:
Equity securities	$	89,750	$	0	$	0	$	89,750
U.S. government sponsored enterprises		0		1,018,192		0		1,018,192
Mortgage-backed securities issued by U.S. Government-sponsored enterprises		0		8,056,323		0		8,056,323
Other mortgage backed securities-residential		0		187,912		0		187,912
Municipal securities		0		2,380,172		563,906		2,944,078
Total securities available for sale	$	89,750	$	11,642,599	$	563,906	$	12,296,255

	Fair Value Measurements Using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
December 31, 2011:
Equity securities	$	145,350	$	0	$	0	$	145,350
U.S. government sponsored enterprises		0		2,515,906		0		2,515,906
Mortgage-backed securities issued by U.S. Government-sponsored enterprises		0		4,865,167		0		4,865,167
Other mortgage backed securities-residential		0		189,871		0		189,871

22

	Fair Value Measurements Using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Municipal securities		0		2,379,836		581,514		2,961,350
Total securities available for sale	$	145,350	$	9,950,780	$	581,514	$	10,677,644

Level 3 securities are priced by a third party vendor and consist of non-rated municipal bonds of a single issuer. The vendor uses internal quality ratings that are a proprietary, internal data management tool to group municipal securities into sectors by perceived credit quality and correlation to the overall municipal market. Data gathered can be categorized as indicative data (terms and conditions data) and market data which are inputs used in price generation. Market data is comprised of various inputs needed to generate or adjust the variables required by the vendors pricing system. Examples of these market inputs are trades, bid price or spread, two-sided markets, quotes, benchmark curves including but not limited to Treasury benchmarks and LIBOR and swap curves, market data feeds such as MSRB, new issues, financial statements, discount rate, capital rates, and trustee reports. They rely on the expertise and judgment of its pricing analysts to gather and identify relevant information to use in formulating pricing opinions.

The Company’s policy is to recognize transfers into or out of a level as of the end of the reporting period. There were no transfers between Level 1 and Level 2 securities during the three or nine months ended September 30, 2012.

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2012. There were no assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2011.

	Three Months		Nine Months
	Ended		Ended
	September 30, 2012		September 30, 2012
Balance of recurring Level 3 assets, beginning of period	$	560,124	$	581,514
Total gains or losses (realized/unrealized):
Included in earnings – realized
Included in earnings – unrealized
Included in other comprehensive income		3,782		(17,608	)
Purchases
Sales
Issuances
Settlements
Transfers in and/or out of Level 3
Balance of recurring Level 3 assets, end of period	$	563,906	$	563,906

The following table summarizes changes in unrealized gains and losses recorded in earnings for the three months and nine months ended September 30 for Level 3 assets and liabilities that are still held at September 30.

	Changes in Unrealized Gains/Losses				Changes in Unrealized Gains/Losses
	Relating to Assets Still Held at				Relating to Assets Still Held at
	Reporting Date for the Three Months				Reporting Date for the Nine Months
	Ending September 30,				Ending September 30,
	Municipal Securities				Municipal Securities
	2012		2011		2012			2011
Interest income on securities	$	27	$	0	$	105		$	0
Other changes in fair value		3,755		0		(17,713	)		0
Total	$	3,782	$	0	($	17,608	)	$	0

23

Assets measured at fair value on a non-recurring basis are summarized in the following table:

	Fair Value Measurements Using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
September 30, 2012:
Impaired loans:
1-4 family residential mortgage	$	0	$	0	$	152,000	$	152,001
1-4 family rental property		0		0		45,619		45,619
Home equity		0		0		122,377		122,377
Multi-family real estate		0		0		4,774		4,774
Commercial		0		0		0		0
Commercial real estate:
Non-owner occupied		0		0		13,620		13,620
Owner occupied		0		0		0		0
Construction and development		0		0		0		0
Assets acquired in settlement of loans:
Residential		0		0		79,155		79,155
Commercial real estate		0		0		150,000		150,000
Construction and development		0		0		179,947		179,947
Interest in limited liability company		0		0		1,255,437		1,255,437
December 31, 2011:
Impaired loans:
1-4 family residential mortgage	$	0	$	0	$	107,197	$	107,197
1-4 family rental property		0		0		130,659		130,659
Home equity		0		0		116,791		116,791
Multi-family real estate		0		0		7,897		7,897
Commercial		0		0		62,120		62,120
Commercial real estate:
Non-owner occupied		0		0		741,979		741,979
Owner occupied		0		0		66,324		66,324
Construction and development		0		0		287,897		287,897
Assets acquired in settlement of loans:
Residential		0		0		55,989		55,989
Commercial real estate		0		0		292,251		292,251
Construction and development		0		0		263,910		263,910
Interest in limited liability company		0		0		1,255,437		1,255,437

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a principal balance of $421,820 with a specific allocation of the allowance for loan losses of $83,430 at September 30, 2012. Provisions for loan losses as a result of charge-offs or write-downs to the fair value of collateral were $149,973 for the nine months ended September 30, 2012 of which $9,540 was provided for during the three months ended September 30, 2012.

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a principal balance of $1,639,944, with a specific allocation of the allowance for loan losses of $119,080 at December 31, 2011. Provisions for loan losses as a result of charge-offs or write-downs to the fair value of collateral were $628,530 in 2011, of which $94,643 was provided for during the three months ended September 30, 2011 and $445,442 was provided for during the nine months ended September 30, 2011.

Assets acquired in settlement of loans, measured at fair value less costs to sell, had a carrying value of $1,664,539 at September 30, 2012. Gross write-downs totaling $87,636 were recorded on assets acquired in settlement of loans during the nine months ended September 30, 2012 of which $57,186 was recorded during the three months ended September 30, 2012. Gross write-downs totaling $70,148 were recorded on assets acquired in settlement of loans during the nine months ended September 30, 2011—all was recorded during the three months ended September 30, 2011.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at September 30, 2012:

24

	Fair value		Valuation Technique	Unobservable Inputs	Range to					Weighted Average
Impaired loans
1-4 family residential	$	152,000	Sales comparison approach	Adjustment for differences between the comparable sales		-4.00	%	0.00	%		-4.00	%
1-4 family rental property		45,619	Sales comparison approach	Adjustment for differences between the comparable sales		-32.00	%	1.00	%		-9.03	%
Home equity		122,377	Sales comparison approach	Adjustment for differences between the comparable sales		-1.00	%	4.00	%		-0.50	%
Multi-family real estate		4,774	Sales comparison approach	Adjustment for differences between the comparable sales		0.00	%	2.10	%		2.10	%
Commercial real estate:
Non-owner occupied		13,620	Income approach	Capitalization rate		12.00	%	12.00	%		12.00	%
Assets Acquired in Settlement of Loans
Residential	$	79,155	Sales comparison approach	Adjustment for differences between the comparable sales		-15.00	%	0.00	%		-4.39	%
Commercial real estate		150,000	Sales comparison approach	Adjustment for differences between the comparable sales		-7.00	%	-7.00	%		-7.00	%
Construction and development		179,947	Sales comparison approach	Adjustment for differences between the comparable sales		0	%	0.00	%		0.00	%
Interest in limited liability company		1,255,437	Income approach	Capitalization rate		10.25	%	10.25	%		10.25	%

The carrying values and estimated fair values of financial assets and liabilities were as follows:

				Fair Value Measurements Using:
September 30, 2012	Carrying Value			Level 1			Level 2			Level 3		Total
Financial assets
Cash and cash equivalents	$	6,624,000		$	6,624,000		$	0		$	0	$	6,624,000
Certificate of deposit in financial institution		100,000			0			100,000			0		100,000
Securities available for sale		12,296,000			90,000			11,642,000			564,000		12,296,000
Loans held for sale		10,362,000			0			10,617,000			0		10,617,000
Loans, net		134,960,000			0			0			136,602,000		136,602,000
Federal bank stock		1,578,000			NA			NA			NA		NA
Accrued interest receivable		445,000			0			77,000			368,000		445,000
Financial liabilities
Deposits		(117,227,000	)		(69,837,000	)		(47,564,000	)		0		(117,401,000	)
Repurchase agreements		(3,968,000	)		0			(3,968,000	)		0		(3,968,000	)
Federal Home Loan Bank advances		(31,000,000	)		0			(31,007,000	)		0		(31,007,000	)
Accrued interest payable		(30,000	)		(2,000	)		(28,000	)		0		(30,000	)

December 31, 2011	Carrying Value		Estimated Fair Value
Financial assets
Cash and cash equivalents	$	20,046,000	$	20,046,000
Certificate of deposit in financial institution		100,000		100,000
Securities available for sale		10,678,000		10,678,000
Loans held for sale		896,000		928,000
Loans, net		108,277,000		110,428,000
Federal bank stock		1,598,000		NA
Accrued interest receivable		340,000		340,000

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December 31, 2011	Carrying Value			Estimated Fair Value
Financial liabilities
Deposits		(103,962,000	)		(104,100,000	)
Repurchase agreements		(4,214,000	)		(4,214,000	)
Federal Home Loan Bank advances		(19,000,000	)		(19,055,000	)
Accrued interest payable		(24,000	)		(24,000	)

NOTE 7 – STOCK BASED COMPENSATION

As discussed in Note 2, the Company completed a 1 for 10 reverse stock split effective September 18, 2012. The reverse stock split also affected the common stock underlying stock options including the maximum number of shares available for share-based awards, the number of underlying options outstanding, and the strike price of options previously granted and outstanding. All share-based award information has been retroactively adjusted to reflect the reduced number of options and the resulting higher exercise price.

Shareholders adopted the Ohio Legacy Corp 2010 Cash and Equity Incentive Plan in May 2010. The Plan permits the grant of share-based awards for a maximum of 200,000 shares of common stock. The Plan provides for awards of options, restricted stock, stock appreciation rights, and other stock-based awards to employees, directors and consultants. Option awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. Options awards have vesting periods as determined by the Compensation Committee of the Board of Directors. All options currently outstanding have an original vesting period of five years. The Company has a policy of using authorized but unissued common shares to satisfy option exercises.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock. The Company uses historical data to estimate option exercise and post-vesting termination behavior. (Employee and management options are tracked separately.) The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

The following table depicts the activity under this Plan:

	2012
	Options			Weighted Average Exercise Price
Outstanding, January 1		128,185		$	23.00
Granted		-			-
Forfeited		(80	)		23.00
Exercised		-			-
Outstanding, September 30		128,105		$	23.00

The weighted average remaining contractual life of the options outstanding at September 30, 2012 was 7.78 years. The intrinsic value of options outstanding was $0. At September 30, 2012, there were 26,525 options that were exercisable. All nonvested outstanding options are expected to vest.

The compensation cost yet to be recognized for stock options that have been awarded but not vested is as follows:

For the remainder of 2012	$	49,859
2013		197,811
2014		197,811
2015		98,436
	$	543,917

NOTE 8 – REGULATORY MATTERS

Banks are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Prompt corrective action regulations provide five classifications: (i) well capitalized; (ii) adequately capitalized; (iii) undercapitalized; (iv) significantly undercapitalized; and (v) critically undercapitalized, although these terms are not used to represent overall financial condition. Failure to meet capital requirements can initiate regulatory action.

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Actual and required capital amounts (in thousands) and ratios are presented below at September 30, 2012 and December 31, 2011:

											To Be Well-
											Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Provisions
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2012
Total capital to risk-weighted assets
Premier Bank & Trust	$	20,035		13.9	%	$	11,538		8.0	%	$	14,423		10.0	%
Tier 1 capital to risk-weighted assets
Premier Bank & Trust		18,223		12.6	%		5,769		4.0	%		8,654		6.0	%
Tier 1 capital to average assets
Premier Bank & Trust		18,223		11.4	%		6,390		4.0	%		7,987		5.0	%
December 31, 2011:
Total capital to risk-weighted assets
Premier Bank & Trust	$	19,501		17.6	%	$	8,841		8.0	%	$	11,051		10.0	%
Tier 1 capital to risk-weighted assets
Premier Bank & Trust		18,106		16.4	%		4,420		4.0	%		6,631		6.0	%
Tier 1 capital to average assets
Premier Bank & Trust		18,106		12.1	%		5,965		4.0	%		7,457		5.0	%

NOTE 9 – INCOME TAXES

At September 30, 2012, a valuation allowance of $4,416,779 was recorded to reduce the carrying amount of the Company’s net deferred tax assets to zero due primarily to losses sustained in prior years. As a result, income tax benefits related to net operating losses are not typically recorded. A portion of the change in the valuation allowance in each period is attributable to other comprehensive income.

Internal Revenue Code section 382 places a limitation on the amount of taxable income that can be offset by net operating loss carryforwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. Accordingly, utilization of net operating loss carryforwards may be subject to an annual limitation regarding their utilization against future taxable income upon change in control.

At February 19, 2010, a Stock Purchase Agreement between Ohio Legacy Corp and Excel Bancorp resulted in a section 382 limitation against pre-transaction Ohio Legacy Corp net operating loss carryforwards. The Company reduced the deferred tax asset related to net operating loss carryforwards and the valuation allowance by $1,039,000 at December 31, 2010. At December 31, 2011, the Company further reduced the deferred tax asset related to net operating loss carryforwards and the valuation allowance by an additional $377,000 as a result of changes in the realizable amount of such net operating loss.

At December 31, 2011, after consideration of the reduction to pre-transaction net operating losses due to the section 382 limitation, the Company had net operating loss carryforwards of approximately $7,246,000 that will expire as follows: $1,257,000 on December 31, 2027, $132,000 on December 31, 2028, $3,801,000 on December 31, 2029, and $2,056,000 on December 31, 2030. In addition, the Company had approximately $76,000 of alternative minimum tax credits that may be carried forward indefinitely.

At December 31, 2011 and 2010, the Company had no unrecognized tax benefits recorded. The Company does not expect the amount of unrecognized tax benefits to change significantly within the next twelve months.

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Item 2. Management’s Discussion and Analysis.

In the following section, management presents an analysis of Ohio Legacy Corp's financial condition as of September 30, 2012, and results of operations as of and for the three months and nine months ended September 30, 2012 and 2011. This discussion is provided to give shareholders a more comprehensive review of the issues facing management than could be obtained from an examination of the financial statements alone. This analysis should be read in conjunction with the consolidated financial statements and the accompanying notes included in this Form 10-Q and the Company’s annual report on Form 10-K for the year ended December 31, 2011.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act which can be identified by the use of forward-looking terminology, such as “may”, “might”, “could”, “would”, “believe”, “expect”, “intend”, “plan”, “seek”, “anticipate”, “estimate”, “project” or “continue” or the negative version of such terms or comparable terminology. All statements other than statements of historical fact included in this Form 10-Q, including statements regarding our outlook, financial position, results of operation, liquidity, capital resources and interest rate sensitivity are forward-looking statements.

The Private Securities Litigation Reform Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statements. We desire to take advantage of the “safe harbor” provisions of that Act.

Forward-looking statements speak only as of the date on which they are made and, except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date on which the statement is made.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to be materially different from any future results expressed or implied by such forward-looking statements. Although we believe the assumptions, judgments and expectations reflected in such forward-looking statements are reasonable, we can give no assurance such assumptions, judgments and expectations will prove to have been correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements included in this Form 10-Q include, but are not limited to:

· competition in the industry and markets in which we operate;

· rapid changes in technology affecting the financial services industry;

· changes in government regulation;

· general economic and business conditions;

· changes in industry conditions created by state and federal legislation and regulations;

· changes in general interest rates and the impact of future interest rate changes on our profitability, capital adequacy and the fair value of our financial assets and liabilities;

· our ability to retain existing customers and attract new customers;

· our development of new products and services and their success in the marketplace;

· our ability to seek additional capital in the future;

· the adequacy of our allowance for loan losses; and

· our anticipated loan and deposit account growth, expense levels, liquidity and capital resources and projections of earnings.

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OVERVIEW OF STRATEGIC DEVELOPMENTS

The Company’s management has focused on a number of initiatives including the following:

· Evaluate the markets where the Company’s branch network operates to determine whether the operating costs and demographics fit with the Bank’s business plan. As a result, the following events occurred:

o A full service branch office was opened in February 2012 in St. Clairsville, Ohio expanding services offered to current and prospective clients at this Belmont County location. The branch office is located in the same plaza as the Bank’s Wealth office.

o Deposits totaling $74.3 million and net loans totaling $9.1 million, including criticized loans of $2.3 million, for two branch offices located in Wayne County, Ohio, were sold in October 2011.

· Develop fee-based revenue through the wealth management business started by the Bank in April 2010.

o Assets under management by the trust department totaled $118 million at September 30, 2012 and $105 million at year-end 2011.

· Evaluate the core processing system to reduce costs while expanding product offerings to remain competitive through advances in technology.

o The Bank completed a core processing system conversion in April 2012. The second phase of product implementation is underway including imaging, customer relationship management software and other back-office initiatives.

· Deliver efficient and premier service and products for current and prospective clients and develop a sales culture throughout the Company.

In October 2011, Premier Bank & Trust completed the sale of two branch offices located in Wooster, Ohio, to The Commercial and Savings Bank of Millersburg, Ohio (“CSB”), a wholly owned subsidiary of CSB Bancorp, Inc., under an agreement (the “Agreement”) entered into during June 2011. Under the terms of the Agreement, CSB purchased approximately $9 million in loans, net of an allocation of the Allowance for Loan and Lease Losses totaling $600,000, real estate, fixtures and equipment associated with the branch locations, and deposits and other liabilities of $75 million. CSB paid a premium of $3.5 million, or 5% of the average amount of assumed deposits during the ten day period prior to and the day of closing less a fixed stated amount of $166,000. In addition to the loans, real estate, and fixed assets sold to CSB, the transaction was funded with approximately $42 million in cash and $19 million in borrowings from the Federal Home Loan Bank. This transaction positions the Company to focus on our core market of Stark and Belmont Counties in Ohio, and provides future expansion potential. The impact of the branch sale is evident when comparing the results for the reported periods of 2012 with to the same period of 2011 particularly for deposit related noninterest income and overhead expenses.

The following key factors summarize the Company’s financial condition at September 30, 2012 compared to December 31, 2011:

· Total assets increased $25.0 million to $171.6 million from $146.6 million.

· Net loans increased $26.7 million to $135.0 million, and loans held for sale increased $9.5 million to $10.4 million.

· Total deposits increased $13.3 million to $117.2 million.

· Excess liquidity, higher deposit balances, and short-term borrowings from the Federal Home Loan Bank funded loan growth resulting in a $13.4 million reduction to cash and cash equivalents to $6.6 million compared to $20.0 million at year-end.

· Total shareholders’ equity increased $56,000 to $18.6 million. The increase in capital was the result of stock-based compensation expense of $148,000 which was partially offset by an operating loss of $45,000 for the nine months ended September 30, 2012 and other comprehensive loss of $47,000.

The following key factors summarize our results of operations for the three months ended September 30, 2012:

· The Company recorded net income of $137,220 for the third quarter of 2012 compared to a loss of $280,069 for the same period in 2011.

· Net interest income improved $256,579 for the third quarter of 2012 compared to the same period in 2011.

· The loan loss provision for the third quarter of 2012 was $117,375 compared to a negative loan loss provision of $108,874 for the year-ago quarter. The Company has benefited from improvements to the historical loss rates used in its estimate of the allowance for loan loss during both periods. Net recoveries of approximately $312,000 for the third quarter of 2011 enabled the Company to record a negative loan loss provision during that period.

· Noninterest income decreased $273,718 as gains on sales of securities declined by $270,016 and service charges and other deposit related fee income declined by $86,718 resulting from the sale deposits for two branch offices in October 2011.

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· Noninterest expense decreased by $531,731 principally due to the elimination of overhead associated with the sold branches and the absence of branch disposal expenses totaling $166,687 incurred during the year-ago quarter.

The following key factors summarize our results of operations for the nine months ended September 30, 2012:

· The Company recorded a net loss of $44,715 for the first nine months of 2012 compared to a net loss of $987,580 for the same period of 2011.

· Net interest income improved $397,372 for the period in 2012 compared to the same period in 2011.

· The loan loss provision for 2012 was $109,818 compared to a negative loan loss provision of $135,069 for the year-ago quarter.

· Noninterest income decreased $364,410 driven by a reduction in service charges and other deposit related fee income of approximately $270,000 from the sale of two branch offices in October 2011 and by a reduction in securities gains which were lower by $303,014 for the comparative periods. Trust and brokerage fee income increased $138,269.

· Noninterest expense decreased by $1,170,167. The decline was partly driven by the elimination of overhead associated with the sold branches and lower expenses for professional fees, data processing, and loan expenses including other real estate owned costs.

The following forward-looking statements describe our near term outlook:

· Margins may decline as interest earning assets continue to adjust to lower rates given the Federal Open Market Committee’s expectation to maintain a highly accommodative stance for monetary policy to support a stronger economic recovery. The FOMC has maintained the target range for the federal funds rate at 0 to ¼ percent and currently anticipates that exceptionally low levels for the federal funds rate are likely to be warranted at least through mid-2015. The FOMC also has the ability to influence longer term interest rates through its open market operations.

· It will be difficult to reduce our cost of funds significantly below current levels.

· Commercial lending, with an emphasis on commercial and industrial lending, and new services in trust, brokerage and wealth management are expected to expand;

· Credit quality will remain a primary focus of the Company, and costs associated with credit administration and collection efforts will remain high;

· The Bank’s costs associated with its regulatory risk profile including FDIC insurance and regulatory examination costs will remain elevated until asset quality and earnings improve.

CRITICAL ACCOUNTING POLICIES

The preparation of consolidated financial statements and related disclosures in accordance with U.S. generally accepted accounting principles requires us to make judgments, assumptions and estimates at a specific point in time that affect the amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, we have utilized available information including our past history, industry standards and the current economic environment, among other factors, in forming our estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. It is possible that the ultimate outcome as anticipated by management in formulating our estimates inherent in these financial statements may not materialize. Application of the critical accounting policies described below involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operation to similar businesses.

Allowance for loan losses. The allowance for loan losses is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and recoveries and decreased by charge-offs. We estimate the allowance balance by considering the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in our judgment, should be charged off. Loan losses are charged against the allowance when we believe the loan balance cannot be collected.

We consider various factors, including portfolio risk, economic environment and loan delinquencies, when determining the level of the provision for loan losses. We monitor loan quality monthly and engage an independent third party each quarter to help monitor and confirm our loan grading conclusions.

30

Valuation allowance for deferred tax assets. Another critical accounting policy relates to valuation of the deferred tax asset for net operating losses. Net operating loss carryforwards of approximately $7,246,000 will expire as follows: $1,257,000 on December 31, 2027, $132,000 on December 31, 2028, $3,801,000 on December 31, 2029, and $2,056,000 on December 31, 2030. A valuation allowance has been recorded for the related deferred tax asset for these carryforwards and other net deferred tax assets recorded by the Company to reduce the carrying amount of these assets to zero. Additional information is included in Note 9 to the consolidated financial statements.

FINANCIAL CONDITION – September 30, 2012 compared to December 31, 2011

Assets. At September 30, 2012, total assets increased to $171.6 million, up $25.0 million from $146.6 million at December 31, 2011. The asset increase was principally due to an increase in funds provided by an increase in deposits of $13.3 million and a $12 million increase in short-term borrowings from the Federal Home Loan Bank.

Cash and Cash Equivalents. Cash and cash equivalents decreased to $6.6 million at September 30, 2012, down $13.4 million from year-end 2011. The decrease in cash and cash equivalents was due to an increase in lending activities.

Securities. Total securities available for sale had an estimated fair value of $12.3 million at September 30, 2012, compared to $10.7 million at year-end 2011. One security was sold during the nine months ended September 30, 2012 for a gain of $55,016. The net unrealized gain on the securities portfolio was $405,971 at September 30, 2012 compared to a net unrealized gain of $452,816 at December 31, 2011.

Loans Held for Sale. Loans held for sale increased to $10.4 million at September 30, 2012 compared to approximately $896,000 at year-end 2011. The increase was driven primarily by a mortgage purchase participation (“MPP”) program whereby the Bank purchases a 50% interest in mortgage loans originated by brokers outside of the Bank’s market from another financial institution. At September 30, 2012, the balance of loans purchased through the MPP program totaled $8.4 million.

Loans and Asset Quality. Total loans, net of the allowance for loan loss and deferred loan fees, increased $26.7 million to $135.0 million, an increase of 24.6%. Loans criticized by management as special mention or substandard and not deemed impaired represented 5.3% of total loans at September 30, 2012, compared to 5.0% at December 31, 2011. Impaired loans on nonaccrual status represented 1.1% of total loans and totaled $1,457,796 at September 30, 2012, compared to $1,335,298, or 1.2% of total loans at December 31, 2011. Improving asset quality continues to be a prime objective for management. Outstanding loan balances are expected to increase over the remainder of the year through business development efforts. However expected loan growth may be constrained by continued economic weakness in the markets served by the Company and competitive pressure.

At September 30, 2012, owner occupied, commercial real estate classified as special mention included a $2.3 million participation loan originated in 2007 that had matured. Since the loan was past maturity, it was downgraded from a pass grade during the third quarter because the participating banks had not agreed on renewal terms for the borrower. The participation agreement requires approval of 100% of the sixty-six participating banks to renew the loan. This loan is also included in the 60-89 days past due category and is the principal reason that total past due loans increased to $4.2 million at September 30, 2012 from $1.7 million at December 31, 2012.

Allowance for loan losses. The balance of the allowance for loan losses at September 30, 2012, was $2,514,913 compared to $2,484,478 at year-end 2011. Loan loss provision expense of $117,375 was recorded for the three months ended September 30, 2012 and loan loss provision expense of $109,818 was recorded for the first nine months of 2012. Recoveries on loans previously charged-off totaled $149,717 and loans charged off totaled $229,100 for the nine months ended September 30, 2012. A negative loan loss provision of $108,874 was recorded for the three months ended September 30, 2011 and a negative loan loss provision of $135,069 was recorded for the first nine months of 2011. Recoveries on loans previously charged-off totaled $371,180 and loans charged off totaled $327,234 for the nine months ended September 30, 2011. The amount of the allowance for loan loss is based on a combination of actual experiential factors such as historical losses for each category of loans, information about specific borrowers, and other factors, including delinquencies, general economic conditions and the outlook for specific industries, which are more subjective in nature.

Historical loan loss rates are regularly updated to reflect the most recent three years of loss experience. Loss rates have declined as loan charge offs recorded during the first nine months of 2009 have begun to roll out of the loan loss experience rate calculation for 2012. Reductions to the estimate of incurred losses in the loan portfolio for lower loss rates resulted in a reduction to the allowance for loan losses of approximately $1,047,000 at September 30, 2012 compared to year-end 2011. The specific allowance allocated to impaired loans declined approximately $36,000. These reductions were partially offset by the allowance for loan losses set aside for loan growth in the portfolio totaling approximately $508,000 and an increase in other subjective factors totaling approximately $605,000.

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The general allowance allocated to loans not criticized by management totaled 1.85% of non-criticized loans at September 30, 2012, compared to 1.75% at year-end 2011. As a percentage of total loans, the allowance decreased to 1.83% at September 30, 2012, compared to 2.24% at year-end 2011. The allowance for loan loss as a percentage of loans not individually identified as impaired and that excludes the amount of the allowance specifically allocated to impaired loans totaled 1.83% at September 30, 2012, compared to 2.22% at year-end 2011. Specific allocations of the allowance for impaired loans decreased to $83,430 at September 30, 2012 compared to $119,080 at year-end 2011.

Assets acquired in settlement of loans. These assets include other real estate owned (“OREO”) and an interest in a limited liability company acquired during 2010 that owns the real estate and operations of an indoor water park and resort obtained through a U.S. Bankruptcy Code 363 sale. The limited liability company was formed by the lead bank for the banks participating in the project financing to acquire title to the real estate, conduct the operation of the facility, and market the real estate and the operations of the business for sale. The carrying value of its interest is approximately $1.3 million and is based upon the estimated fair value of the real estate less costs to sell.

Other real estate owned consisted of eight properties and totaled approximately $883,000 at September 30, 2012 compared to nine properties with a carrying value of $757,000 at year-end 2011. Five properties were sold for a gain of $4,036, and two properties were transferred to OREO during the nine months ended September 30, 2012. Direct valuation write-downs were recorded on four properties totaling $87,636 for the nine months ended September 30, 2012.

Deposits. Total deposits increased $13.3 million to $117.2 million compared to year-end 2011. Certificates of deposit at September 30, 2012 included $16.9 million in deposits acquired from financial institutions subscribing to a national time deposit rate listing service compared to $15.5 million on deposit through this service at year-end 2011, an increase of $1.4 million. While this funding source is typically a less expensive source of funds than for comparable funds raised through the retail time deposit market, there is no opportunity to cross-sell other products and services to these depositors. It has also allowed the Bank to better manage the average term of its time deposits since retail depositors have migrated into money market funds as customers tend to be unwilling to lengthen time deposit maturities given the current low interest rate environment. It has partially replaced deposits sold through the branch sale during the fourth quarter of 2011.

Federal Home Loan Bank Advances. Federal Home Loan Bank advances totaling $19 million were used as a funding source following the sale of two branches during the fourth quarter of 2011. Since year-end, the Company has used short-term advances principally to fund the increase in mortgage loans held for sale.

Shareholders’ Equity. Shareholders’ Equity increased $56,000 to $18.6 million at September 30, 2012. This modest increase was the result of stock-based compensation expense of $148,000—a non-cash expense added back to shareholders’ equity so that it is capital neutral. This was partially offset by an operating loss of $45,000 for the nine months ended September 30, 2012 and other comprehensive loss of $47,000.

RESULTS OF OPERATIONS – THREE MONTHS ENDED SEPTEMBER 30, 2012

The Company recorded net income of $137,220, or $0.07 per share, for the three months ended September 30, 2012, compared to a net loss of $280,069, or a loss of $0.14 per share, during the third quarter of 2011. Average shares outstanding totaled 1,971,453 for 2012 and 1,971,456 for 2011. Share and per share amounts are retroactively restated to reflect the effect of a 1 for 10 reverse stock split completed during the third quarter of 2012.

The following table sets forth information relating to the average balance sheet and reflects the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the periods indicated. These yields and costs are derived by dividing income or expense, on an annualized basis, by the average balances of interest-earning assets or interest-bearing liabilities for the periods presented.

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	Three Months Ended September 30,
	2012							2011
			Interest							Interest
	Average		Earned/		Yield/			Average		Earned/		Yield/
(Dollars in Thousands)	Balance		Paid		Rate			Balance		Paid		Rate
Assets
Interest-earning assets:
Interest-bearing deposits in other financial institutions and federal funds sold	$	5,376	$	3		0.23	%	$	44,476	$	25		0.22	%
Securities available for sale		12,537		69		2.18	%		13,480		90		2.67	%
Securities held to maturity		0		0		0.00	%		0		0		0.00	%
Federal agency stock		1,578		19		4.85	%		1,518		18		4.65	%
Loans (1)		135,327		1,591		4.68	%		109,007		1,409		5.13	%
Total interest-earning assets		154,818		1,682		4.32	%		168,481		1,542		3.63	%
Noninterest-earning assets		5,687							7,849
Total assets	$	160,505						$	176,330
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	5,841	$	4		0.25	%	$	9,712	$	6		0.26	%
Savings accounts		5,880		5		0.35	%		13,359		12		0.35	%
Money market accounts		32,054		36		0.44	%		51,082		71		0.56	%
Certificates of deposit		46,373		108		0.93	%		55,989		181		1.28	%
Total interest-bearing deposits		90,148		153		0.67	%		130,142		270		0.82	%
Other borrowings		26,915		19		0.29	%		4,967		19		1.48	%
Total Interest-bearing liabilities		117,063		172		0.59	%		135,109		289		0.85	%
Noninterest-bearing demand deposits		24,277							24,529
Noninterest-bearing liabilities		617							700
Total liabilities		141,957							160,338
Shareholders' equity		18,548							15,992
Total liabilities and shareholders' equity	$	160,505						$	176,330
Net interest income; interest rate spread (2)			$	1,510		3.73	%			$	1,253		2.78	%
Net earning assets	$	37,755						$	33,372
Net interest margin (3)						3.88	%						2.95	%
Average interest-earning assets to interest-bearing liabilities		1.3		X					1.2		X

(1) Net of net deferred loan fees and costs and loans in process. Non-accrual loans are reported in non-interest earning assets in this table.

(2) Interest rate spread represents the difference between the yield on interest earning assets and the cost of interest bearing liabilities.

(3) Net interest margin represents net interest income, annualized, divided by average interest-earning assets.

Net interest income. For the three months ending September 30, 2012, net interest income was $1,509,672, up $256,579 from the same period in 2011 while average total interest earning assets were down $13.7 million. Loans and liquid assets used to fund deposits sold during the third quarter of 2011 reduced the balance of earning assets. The yield on earning assets increased 69 basis points to 4.32% for the third quarter of 2012 from 3.63% for the comparable period of 2011. The yield on interest-bearing liabilities declined 26 basis points to 0.59% for the third quarter of 2012 from 0.85% for the same period in 2011. The net interest margin increased to 3.88% from 2.95%.

Interest Income. Total interest income for the third quarter of 2012 was $1.7 million, up approximately $140,000 from the third quarter of 2011. Average loans increased by $26 million for the comparative quarters which enabled the Company to improve interest income despite the decrease in earning assets and lower interest rates. The increase in loan balances was the major contributor to higher interest income. The volume change contributed approximately $293,000 toward interest income for the quarter. However, interest-bearing assets, including adjustable rate loans, continue to reprice downward as low interest rates prevailed during the quarter and originations of interest earning assets are booked at lower rates otherwise reducing the improvement in interest income due to the increase in loan balances. Lower yields on the loan portfolio partially offset the volume increase by approximately $111,000.

Interest expense. Interest on deposits declined $118,000 to $153,000 for the third quarter of 2012 compared to the same period in 2011. The average yield on interest-bearing deposits dropped 15 basis points to 0.67%. The overall cost of interest bearing liabilities fell from 0.85% to 0.59%. Management expects it will be difficult to achieve further reductions to the cost of deposits since the current cost is already priced at historically low rates.

Provision for Loan Loss. The loan loss provision expense for the third quarter of 2012 was $117,375 compared to a negative loan loss provision totaling $108,874 recorded during the third quarter of 2011; negative loan loss provisions provide a positive contribution to net income. The provision for loan loss will fluctuate based on management’s evaluation of the credit within the loan portfolio, changes in credit loss experience factors, and incurred losses in the loan portfolio during the period. Improvements to the historical three year loan loss rates reduced the required allowance estimate for the pass-rated loan pools particularly in the commercial and construction and development classifications. Higher loan balances in these categories partially absorbed some of these reductions as well as an increase in other subjective factors used in the estimate of incurred losses. See also the discussion above for the Allowance for Loan Losses.

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Noninterest income. Noninterest income decreased $273,718 to $348,455 for the third quarter of 2012 compared to $622,173 for the same quarter of 2011. The decrease was the result of smaller gains realized on the sale of securities for the comparative period and a reduction in service charges and other fees due to the sale of branch deposits during the fourth quarter of 2011.

Gains on the sale of securities totaled $55,016 for the third quarter of 2012 compared to $325,032 for the year ago quarter. Securities sold during 2012 totaled $806,170 compared to $5,818,639 for the 2011 quarter.

Service charges and other fees declined $86,718 to $71,237 for the third quarter of 2012 compared to the same period of 2011. This decline resulted from the sale of deposit accounts during the fourth quarter of 2011. Those accounts generated approximately $91,000 in service charges and other fees during the third quarter of 2011.

The Bank’s trust department and brokerage business generated $236,261 in gross fees during the third quarter of 2012, up from $196,278 for the comparative quarter of 2011. These services, introduced during the third quarter of 2010, provided asset management expertise for $118 million in assets as of September 30, 2012.

Gains on sale of loans increased $15,963 to $39,148 for the third quarter of 2012 compared to the same quarter of 2011. Refinancing activity due to record low mortgage loan rates remains strong.

Other income declined $8,190 for the third quarter of 2012 compared to the same quarter last year. The decline was principally due to the absence of rental income from leased office space located at one of the sold branch offices.

Noninterest expense. Noninterest expense decreased $531,731 to $1,583,094 for the third quarter of 2012 compared to $2,114,825 for the third quarter of 2011. Lower expenses were principally the result of the reduction in overhead associated with the branch offices sold during the fourth quarter of 2012 and the absence of branch disposal expenses totaling $166,687 for the third quarter of 2011. Those savings were partially reduced by costs associated with the opening of a new branch office in St. Clairsville, Ohio in February 2012. The significant changes are detailed below.

Salaries and benefits decreased $78,516 to $898,025 for the third quarter of 2012 compared to $976,541 for the same period of 2011. Salaries and benefits costs associated with recently sold branches totaled approximately $93,000 for the third quarter of 2011. Compensation cost deferrals increased $52,235 based on higher lending volumes for the comparative periods; these expenses are deferred and reflected as a component of loan yield over the loan term in accordance with ASC 310-20-25, Receivables-Nonrefundable Fees and Other Costs.

Occupancy and equipment costs decreased $39,295 to $194,378 for the third quarter of 2012. Costs associated with recently sold branches during the third quarter of 2011 totaled approximately $68,000. Occupancy and equipment costs associated with the recently opened St. Clairsville branch totaled approximately $32,000.

Professional fees, including legal, accounting and other consulting expense, decreased $32,858 to $133,956 for the third quarter of 2012 principally due to a reduction in costs for legal expenses which were lower by $27,345 and audit and regulatory examination costs which were lower by $9,584.

Franchise tax increased $6,269 to $58,144 for the third quarter of 2012. Ohio franchise tax for financial institutions for the current year is based on the Bank’s net worth on the last day of the prior calendar year end; higher capital levels at year-end 2011 compared to year-end 2010 resulted in higher costs for 2012.

Data processing charges include costs for internet banking, core systems data processing and courier charges. This expense category decreased $115,963 to $66,855. This cost is principally driven by the costs associated with core processing and is largely driven by transaction volumes. Costs for the third quarter of 2012 also included reimbursement totaling $45,000 from a vendor for core processing conversion costs.

Marketing costs were up $4,936 for the third quarter of 2012 to $16,696. This increase is attributed to the difference in the timing when costs are incurred. General marketing costs for 2012 are expected to be similar to the costs incurred in 2011.

Deposit insurance and deposit related expenses decreased $22,491 to $69,262 for the third quarter of 2012 compared to the same period in 2011. FDIC insurance expense decreased by approximately $6,000. Both the change in the methodology in FDIC assessments implemented April 1, 2011 and the reduction in total assessment base due to lower average total assets contributed to the decrease. Other deposit related expenses declined due to the sale of the branch offices in 2011.

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Other expenses decreased $80,776 during the third quarter of 2012 compared to the same period in 2011. Two categories of expense comprised most of this reduction. Loan related expenses declined $30,133 and other real estate owned expenses decreased $51,578.

RESULTS OF OPERATIONS – NINE MONTHS ENDED SEPTEMBER 30, 2012

The net loss for the nine months ended September 30, 2012, totaled $44,715, or a loss of $0.02 per share compared to a net loss of $987,580, or $0.50 per share during the same period of 2011. Average shares outstanding totaled 1,971,455 shares for the 2012 period and 1,971,456 for the 2011 period. Share and per share amounts are retroactively restated to reflect the effect of a 1 for 10 reverse stock split completed during the third quarter of 2012.

The following table sets forth information relating to the average balance sheet and reflects the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the periods indicated. These yields and costs are derived by dividing income or expense, on an annualized basis, by the average balances of interest-earning assets or interest-bearing liabilities for the periods presented.

	Nine Months Ended September 30,
	2012							2011
			Interest							Interest
	Average		Earned/		Yield/			Average		Earned/		Yield/
(Dollars in Thousands)	Balance		Paid		Rate			Balance		Paid		Rate
Assets
Interest-earning assets:
Interest-bearing deposits in other financial institutions and federal funds sold	$	13,851	$	23		0.22	%	$	38,726	$	65		0.23	%
Securities available for sale		11,987		214		2.38	%		17,424		360		2.75	%
Securities held to maturity		0		0		0.00	%		1,564		45		3.87	%
Federal agency stock		1,585		59		4.93	%		1,531		56		4.88	%
Loans (1)		122,936		4,332		4.71	%		103,666		4,155		5.36	%
Total interest-earning assets		150,359		4,628		4.11	%		162,911		4,681		3.84	%
Noninterest-earning assets		5,476							8,072
Total assets	$	155,835						$	170,983
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	5,856	$	12		0.27	%	$	9,682	$	21		0.29	%
Savings accounts		5,684		15		0.36	%		13,496		38		0.37	%
Money market accounts		32,045		110		0.46	%		50,022		225		0.60	%
Certificates of deposit		43,906		306		0.93	%		53,245		592		1.49	%
Total interest-bearing deposits		87,491		443		0.68	%		126,445		876		0.93	%
Other Borrowings		24,662		52		0.28	%		5,019		70		1.85	%
Total Interest-bearing liabilities		112,153		495		0.59	%		131,464		946		0.96	%
Noninterest-bearing demand deposits		24,284							22,638
Noninterest-bearing liabilities		917							761
Total liabilities		137,354							154,863
Shareholders' equity		18,481							16,120
Total liabilities and shareholders' equity	$	155,835						$	170,983
Net interest income; interest rate spread (2)			$	4,133		3.52	%			$	3,735		2.88	%
Net earning assets	$	38,206						$	31,447
Net interest margin (3)						3.67	%						3.07	%
Average interest-earning assets to interest-bearing liabilities		1.3		X					1.2		X

(1) Net of net deferred loan fees and costs and loans in process. Non-accrual loans are reported in non-interest earning assets in this table.

(2) Interest rate spread represents the difference between the yield on interest earning assets and the cost of interest bearing liabilities.

(3) Net interest margin represents net interest income, annualized, divided by average interest-earning assets.

Net interest income. For the nine months ended September 30, 2012, net interest income was $4.1 million, up $397,372 from the same period in 2011. Total interest and dividend income decreased $53,715. This decrease in revenue was offset by a decrease of $451,087 in total interest expense. The net interest margin improved to 3.67% from 3.07%.

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Interest income. Interest income decreased by $53,715 for the first nine months of 2012 compared to 2011. The continuation of low market interest rates resulted in floating rate assets repricing to lower interest rates over time and new interest earning assets booked at interest rates lower than prevailing rates on older loans held in the portfolio. Refinancing activity also pressures the yields on the existing portfolio of loans. The change in yield on earning assets caused interest income to decline by approximately $374,000. However this decline was partly offset by the change in the mix of earning assets from lower yielding investments to higher yielding loans; this allocation shift in volume improved interest income by about $320,000. Average earning assets declined by about $12.6 million as a result of assets used to fund the branch deposit sale in the fourth quarter of 2011.

Interest expense. The sustained low interest rate environment was evident in the decline in the Company’s cost of interest-bearing liabilities to 0.59% from 0.96% for the first nine months of 2012. The cost of every funding category declined although the pace of reductions to cost of funds has slowed. The volume of average interest-bearing liabilities declined $19.3 million as a result of the sale of branch deposits in the fourth quarter of 2011. The average balance of other borrowings increased $19.6 million principally due to advances drawn at the Federal Home Loan Bank during the fourth quarter of 2011 to assist with funding the branch deposit sale.

Provision for loan losses. The provision for loan loss totaled $109,818 for the nine months of 2012 compared to a negative loan loss provision totaling $135,069 recorded in the year-ago period. Provision expense was principally driven by the increase in lending volume experienced during 2012. The provision for loan loss fluctuates based on management’s evaluation of the credits within the loan portfolio, changes in credit loss experience factors, and incurred losses in the loan portfolio during the period. Improvements to the historical three year loan loss rates reduced the required allowance estimate for the pass-rated loan pools particularly in the commercial and construction and development classifications. Higher loan balances in these categories partially absorbed some of these reductions as well as an increase in other subjective factors used in the estimate of incurred losses. See also the discussion above for the Allowance for Loan Losses.

Noninterest income. Noninterest income decreased $364,410 to $982,577 for the first nine months of 2012 from $1,346,987 for the same period in 2011. The decrease was directly related to the sale of branch deposits during the fourth quarter of 2011 that resulted in lower service charges and fees for the first nine months of 2012 and lower securities gains. Significant changes to the components of noninterest income for the nine months ended September 30, 2012 compared to September 30, 2011 are discussed below.

Service charges and other fees declined $250,499 to $213,240 for the 2012 period compared to the 2011. Service charges and fees associated with deposit accounts sold during the fourth quarter of 2011 totaled approximately $271,000 for the nine months of 2011.

The Bank’s trust department and brokerage business generated $679,597 in gross fees during the first nine months of 2012, up $138,269 from the comparative period of 2011.

Gains on sale of securities available for sale resulted in revenue of $55,016 for 2012 and $358,030 for 2011. One 30 year GNMA mortgage-backed security issued in 2009 was sold during 2012 in anticipation of higher prepayment rates that would reduce the yield on the bond. Securities sold in 2011 included $4.9 million of 30 year GNMA mortgage-backed securities issued during 2009. These securities were sold to reduce the price sensitivity of the Bank’s securities portfolio in a rising interest rate environment.

Gains on sale of loans increased $29,207 to $100,632 for the 2012 period. Low mortgage rates prevailed during 2012 contributing to a pickup in mortgage activity, and home purchase activity has improved in the Bank’s market area. Generally, long term fixed rate mortgage loans are sold to an investor to minimize interest rate risk.

Net losses recorded on the disposition of assets acquired in settlement of loans during the 2012 period totaled $83,600 compared to a loss of $122,233 for 2011. Direct write-downs on two properties totaled $87,636 which were partially offset by a gain on sale of two properties totaling $4,036 in 2012. The loss for 2011 included a direct write-down in value of $70,148 and net losses of $52,085 on the sale of six properties.

Noninterest expense. Total noninterest expense decreased $1,170,167 to $5.0 million compared to $6.2 million for the first nine months of 2011. Changes comparing the first nine months of 2012 to the same period of 2011 are described below.

Compensation costs decreased $310,809 to $2,746,642 for the first nine months of 2012. Compensation costs for 2011 associated with the two branch offices sold during the fourth quarter of 2011 totaled approximately $269,000. Compensation cost deferrals increased $106,866 based on higher lending volumes for the comparative periods; these expenses are deferred and reflected as a component of loan yield over the loan term in accordance with ASC 310-20-25, Receivables-Nonrefundable Fees and Other Costs. Compensation costs associated with the St. Clairsville branch opened in early 2012 totaled approximately $117,000 for 2012.

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Occupancy and equipment costs decreased $145,765 for the first nine months of 2012. Costs associated with the sold branch offices totaled approximately $214,000 for the first nine months of 2011. Occupancy and equipment costs incurred for the new full service branch office in St. Clairsville totaled approximately $88,000 for the first nine months of 2012.

Professional fees decreased $84,732 for the first nine months of 2012. These costs include legal, accounting and auditing, regulatory examination and consulting fees. Costs in each of these areas were lower in 2012 except for consulting fees which increased $6,967.

Franchise tax increased $21,519 to $179,694 for the first nine months of 2012. Ohio franchise tax for financial institutions for the current year is based on the Bank’s net worth on the last day of the prior calendar year end; higher capital levels at year-end 2011 compared to year-end 2010 resulted in higher costs for 2012.

Data processing expense decreased $189,685 to $355,007 for the first nine months of 2012. This cost is largely driven by transaction volumes which were substantially reduced by the branch deposit sale in the fourth quarter of 2011.

Marketing and advertising expense increased $13,283 to $64,401 for the first nine months of 2012. This increase is attributed to the difference in the timing when costs are incurred. General marketing costs for 2012 are expected to be similar to the costs incurred in 2011.

Deposit expense and insurance fees decreased $78,349 to $221,152 for the first nine months of 2012. FDIC insurance expense decreased by approximately $47,000. Both the change in the methodology in FDIC assessments implemented April 1, 2011 and the reduction in total assessment base due to lower average total assets contributed to the decrease. Bank charges for cash letter processing and armored car services were also lower by approximately $27,000.

Other expenses decreased $217,133 to $464,732 for the first nine months of 2012. Contributing to this reduction were lower other real estate owned expenses totaling $77,909, loan legal expenses totaling $55,801, insurance expense totaling $27,984, and directors’ fees totaling $15,000. Other loan origination expense deferrals increased $30,456 contributing to lower comparative costs based on higher lending volumes; these expenses are deferred and reflected as a component of loan yield over the loan term in accordance with ASC 310-20-25, Receivables-Nonrefundable Fees and Other Costs.

CONTRACTUAL OBLIGATIONS, COMMITMENTS, CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS

At September 30, 2012, the Company had no active unconsolidated, related special purpose entities, nor did the Company engage in derivatives and hedging contracts, such as interest rate swaps, that may expose the Company to liabilities greater than the amounts recorded on the consolidated balance sheet. The investment policy prohibits engaging in derivatives contracts for speculative trading purposes; however, the Company may pursue certain contracts, such as interest rate swaps, to execute a sound and defensive interest rate risk management policy.

LIQUIDITY

Liquidity refers to our ability to fund loan demand and customers’ deposit withdrawal needs and to meet other commitments and contingencies. The purpose of liquidity management is to ensure sufficient cash flow to meet all of our financial commitments and to capitalize on opportunities for business expansion in the context of managing the Company’s interest rate risk exposure. This ability depends on our financial strength, asset quality and the types of deposit and loan instruments we offer to our customers.

Our principal sources of funds are retail deposits gathered through our branch network, loan and security repayments, maturities and sales of securities, borrowings from the FHLB and capital transactions. Alternative sources of funds include certificates of deposits acquired from other financial institutions and credit unions through an internet listing service, repurchase agreements, a correspondent bank line of credit, brokered certificates of deposit and the sale of loans. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan and security prepayments are more influenced by interest rates, general economic conditions and competition. We maintain investments in liquid assets based upon the assessment of our need for funds, our expected deposit flows, yields available on short-term liquid assets and the objectives of our asset/liability management program.

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We have implemented a liquidity contingency funding plan that identifies liquidity thresholds and red flags that may provide evidence of an impending liquidity crisis. Additionally, the liquidity contingency plan details specific actions to be taken by management and the Board of Directors and identifies sources of emergency liquidity, both asset and liability-based, should we encounter a liquidity crisis. We actively monitor our liquidity position and analyze various scenarios that could impact our ability to access emergency funding in conjunction with our asset/liability and interest rate risk management activities.

The Consolidated Statement of Cash Flows provides details on sources and uses of cash for the nine months ended September 30, 2012. Cash and cash equivalents decreased $13.4 million to $6.6 million at September 30, 2012 since year-end 2011. Management considers the current liquidity level and the Bank’s additional funding capacity through available borrowing facilities and alternative funding sources to be sufficient for its current operations.

CAPITAL RESOURCES

Total shareholders’ equity was $18.6 million at September 30, 2012, an increase of $56,000 from the prior year-end balance. Stock-based compensation expense of approximately $148,000 increased equity as this noncash expense is recorded as an increase to capital. The increase in equity was partly offset by the other comprehensive loss of $92,000 for the nine months ended September 30, 2012.

The Bank is subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. Failure to meet capital requirements can initiate regulatory action. At September 30, 2012, the Bank was well capitalized under the provisions of prompt corrective action. See Note 8 for more information regarding the regulatory capital requirements for the Bank and the Bank’s capital ratios as of September 30, 2012.

The payment of dividends by the Bank to the Company and by the Company to shareholders is subject to restrictions by regulatory agencies. These restrictions generally limit dividends to the sum of the current year’s earnings and the prior two years’ retained earnings, as defined. In addition, dividends may not reduce capital levels below the minimum regulatory requirements as described above. The Bank cannot declare dividends without prior approval from the Comptroller of the Currency in 2012.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable for Smaller Reporting Companies.

Item 4T. Controls and Procedures

As of September 30, 2012 an evaluation was conducted under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company’s internal control over financial reporting that occurred during the Company’s third fiscal quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

There are no matters required to be reported under this item.

Item 1A. Risk Factors

Not applicable for Smaller Reporting Companies.

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

Not applicable.

Item 3. Defaults upon Senior Securities.

There are no matters required to be reported under this item.

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Item 4. (Removed and Reserved)

Not Applicable

Item 5. Other Information.

There are no matters required to be reported under this item.

Item 6. Exhibits.

INDEX TO EXHIBITS

The following exhibits are included in this Report on Form 10-Q or are incorporated herein by reference as noted in the following table:

Exhibit Number	Description of Exhibit
10.1	Office Purchase and Assumption Agreement by and between Premier Bank & Trust, National Association and The Commercial and Savings Bank of Millersburg, Ohio (incorporated herein by reference to Ohio Legacy Corp’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011) (File No. 000-31673)
31.1	Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)
31.2	Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)
32.1	Section 1350 Certification (Principal Executive Officer and Principal Financial Officer)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Rick L. Hull
	Rick L. Hull, President and Chief Executive Officer and Director
	(principal executive officer)
Date:	November 14, 2012
By:	/s/ Jane Marsh
	Jane Marsh, Senior Vice President, Chief Financial Officer and Treasurer
	(principal financial officer and principal accounting officer)
Date:	November 14, 2012

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