10-Q 1 v416249_10q.htm FORM 10-Q

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10Q

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

 

or

 

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

 

For the transition period from ________ to ________

 

Commission File Number: 2-88927

 

FIRST KEYSTONE CORPORATION
(Exact name of registrant as specified in its charter)

 

Pennsylvania 23-2249083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

111 West Front Street, Berwick, PA 18603
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (570) 752-3671

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer   ¨ Accelerated filer                      x
Non-accelerated filer     ¨ Smaller reporting company     ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

 

Common Stock, $2 Par Value, 5,593,538 shares as of August 3, 2015

 

 
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(Dollars in thousands, except per share data)  June 30,   December 31, 
  2015   2014 
ASSETS          
Cash and due from banks  $7,389   $7,543 
Interest-bearing deposits in other banks   331    424 
Total cash and cash equivalents   7,720    7,967 
Time deposits with other banks   1,482    1,482 
Investment securities available-for-sale   355,046    347,666 
Investment securities held-to-maturity (fair value 2015- $34; 2014 - $1,060)   33    1,056 
Restricted investment in bank stocks   6,245    5,308 
Loans   502,172    487,461 
Allowance for loan losses   (6,600)   (6,390)
Net loans   495,572    481,071 
Premises and equipment, net   20,342    20,871 
Accrued interest receivable   4,005    3,313 
Cash surrender value of bank owned life insurance   21,565    21,236 
Investments in low-income housing partnerships   1,046    1,130 
Goodwill   19,133    19,133 
Core deposit intangible, net       122 
Foreclosed assets held for resale   248    55 
Deferred income taxes   1,048     
Other assets   3,181    1,943 
TOTAL ASSETS  $936,666   $912,353 
             
LIABILITIES
Deposits:
Non-interest bearing  $99,407   $96,530 
Interest bearing   566,694    565,032 
Total deposits   666,101    661,562 
Short-term borrowings   88,462    73,123 
Long-term borrowings   70,286    65,339 
Accrued interest payable   430    399 
Deferred income taxes       211 
Other liabilities   5,233    5,448 
TOTAL LIABILITIES   830,512    806,082 
             
STOCKHOLDERS’ EQUITY
Preferred stock, par value $2.00 per share; authorized 1,000,000 shares in 2015 and 2014; issued 0 in 2015 and 2014        
Common stock, par value $2.00 per share; authorized 20,000,000 shares in 2015 and 2014; issued 5,826,912 in 2015 and 5,802,521 in 2014; outstanding 5,593,538 in 2015 and 5,567,372 in 2014   11,654    11,605 
Surplus   33,225    32,674 
Retained earnings   65,353    63,485 
Accumulated other comprehensive income   1,687    4,330 
Treasury stock, at cost, 233,374 shares in 2015 and 235,149 in 2014   (5,765)   (5,823)
TOTAL STOCKHOLDERS’ EQUITY   106,154    106,271 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $936,666   $912,353 

 

See accompanying notes to consolidated financial statements.

 

2
 

 

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Unaudited)

 

(Dollars in thousands, except per share data)  Three Months Ended   Six Months Ended 
   June 30,   June 30, 
  2015   2014   2015   2014 
INTEREST INCOME                
Interest and fees on loans  $5,372   $5,065   $10,692   $10,026 
Interest and dividend income on investment securities:
Taxable   1,657    2,005    3,348    4,008 
Tax-exempt   733    607    1,404    1,240 
Dividends   15    16    30    32 
Dividend income on restricted investment in bank stocks   72    83    276    102 
Interest on interest bearing deposits in other banks   8        16    1 
Total interest income   7,857    7,776    15,766    15,409 
                         
INTEREST EXPENSE
Interest on deposits   776    743    1,528    1,557 
Interest on short-term borrowings   66    53    130    88 
Interest on long-term borrowings   387    312    763    588 
Total interest expense   1,229    1,108    2,421    2,233 
                     
Net interest income   6,628    6,668    13,345    13,176 
Provision for loan losses   213    200    425    333 
Net interest income after provision for loan losses   6,415    6,468    12,920    12,843 
                         
NON-INTEREST INCOME
Trust department   240    269    454    495 
Service charges and fees   423    394    822    711 
Bank owned life insurance income   165    167    329    349 
ATM fees and debit card income   310    289    593    549 
Gains on sales of mortgage loans   133    56    314    80 
Net investment securities gains   603    1,203    1,095    1,800 
Impairment charges on equity securities   (14)       (14)    
Other   133    140    257    249 
Total non-interest income   1,993    2,518    3,850    4,233 
                     
NON-INTEREST EXPENSE                    
Salaries and employee benefits   2,847    2,825    5,691    5,642 
Occupancy, net   406    439    874    895 
Furniture and equipment   144    153    291    307 
Computer expense   149    280    383    543 
Professional services   158    134    312    297 
Pennsylvania shares tax   190    158    366    317 
FDIC insurance   129    119    253    237 
ATM and debit card fees   172    175    297    291 
Data processing fees   180    158    341    196 
Foreclosed assets held for resale expense   42    19    49    122 
Advertising   107    183    180    308 
Other   872    796    1,642    1,536 
Total non-interest expense   5,396    5,439    10,679    10,691 
                     
Income before income tax expense   3,012    3,547    6,091    6,385 
Income tax expense   582    791    1,212    1,331 
NET INCOME  $2,430   $2,756   $4,879   $5,054 
                     
PER SHARE DATA                    
Net income per share:                    
Basic  $0.44   $0.50   $0.88   $0.91 
Diluted   0.44    0.50    0.88    0.91 
Dividends per share   0.27    0.26    0.54    0.52 

 

See accompanying notes to consolidated financial statements.

 

3
 

 

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

(Dollars in thousands)  Three Months Ended 
   June 30, 
   2015   2014 
 
Net Income  $2,430   $2,756 
 
Other comprehensive (loss) income:            
Unrealized net holding (losses) gains on available-for-sale investment securities  arising during the period, net of income taxes of $(1,721) and $1,244, respectively   (3,331)   2,417 
             
Less reclassification adjustment for net gains included in net income,  net of income taxes of $(205) and $(409), respectively (a) (c)   (398)   (794)
             
Less reclassification adjustment for impairment charge on equity securities included in net income, net of income taxes of $5 and $0, respectively (b) (c)   9     
             
Total other comprehensive (loss) income   (3,720)   1,623 
             
Total Comprehensive (Loss) Income  $(1,290)  $4,379 

 

 

(a) Gross amounts are included in net investment securities gains on the Consolidated Statements of Income in non-interest income.

(b) Gross amounts are included in impairment charges on equity securities on the Consolidated Statements of Income in non-interest income.

(c) Income tax amounts are included in income tax expense on the Consolidated Statements of Income.

 

(Dollars in thousands)  Six Months Ended 
   June 30, 
   2015   2014 
         
Net Income  $4,879   $5,054 
           
Other comprehensive (loss) income:          
Unrealized net holding (losses) gains on available-for-sale investment securities arising during the period, net of income taxes of $(1,005) and $2,638, respectively   (1,929)   5,125 
           
Less reclassification adjustment for net gains included in net income, net of income taxes of $(372) and $(612), respectively (a) (c)   (723)   (1,188)
           
Less reclassification adjustment for impairment charge on equity securities included in net income, net of income taxes of $5 and $0, respectively (b) (c)   9     
           
Total other comprehensive (loss) income   (2,643)   3,937 
           
Total Comprehensive Income  $2,236   $8,991 

 

 

(a) Gross amounts are included in net investment securities gains on the Consolidated Statements of Income in non-interest income.

(b) Gross amounts are included in impairment charges on equity securities on the Consolidated Statements of Income in non-interest income.

(c) Income tax amounts are included in income tax expense on the Consolidated Statements of Income.

 

See accompanying notes to consolidated financial statements.

 

4
 

 

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Unaudited)

 

(Dollars in thousands, except per share data)                                          
                   Accumulated         
                   Other       Total 
   Common Stock       Retained   Comprehensive   Treasury   Stockholders’ 
   Shares   Amount   Surplus   Earnings   Income (Loss)   Stock   Equity 
Balance at January 1, 2015   5,802,521   $11,605   $32,674   $63,485   $4,330   $(5,823)  $106,271 
Net Income                  4,879              4,879 
Other comprehensive loss, net of taxes                       (2,643)        (2,643)
Issuance of common stock under dividend reinvestment plan and exercise of employee stock options   24,391    49    551              58    658 
Dividends - $0.54 per share               (3,011)           (3,011)
Balance at June 30, 2015   5,826,912   $11,654   $33,225   $65,353   $1,687   $(5,765)  $106,154 
                                    
Balance at January 1, 2014   5,756,474   $11,513   $31,626   $59,089   $(54)  $(5,823)  $96,351 
Net Income                  5,054              5,054 
Other comprehensive income, net of taxes                       3,937         3,937 
Issuance of common stock under dividend reinvestment plan   22,161    44    515                   559 
Dividends - $0.52 per share               (2,874)           (2,874)
Balance at June 30, 2014   5,778,635   $11,557   $32,141   $61,269   $3,883   $(5,823)  $103,027 

 

See accompanying notes to consolidated financial statements.

 

5
 

 

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Unaudited)

 

(Dollars in thousands)        
   2015   2014 
OPERATING ACTIVITIES          
Net income  $4,879   $5,054 
Adjustments to reconcile net income to net cash provided by operating activities:          
Provision for loan losses   425    333 
Depreciation and amortization   784    804 
Net premium amortization on investment securities   1,324    843 
Deferred income tax expense (benefit)   113    (32)
Gains on sales of mortgage loans   (314)   (80)
Proceeds from sales of mortgage loans originated for resale   11,079    3,298 
Originations of mortgage loans originated for resale   (8,853)   (4,173)
Gains on sales of investment securities   (1,095)   (1,800)
Losses on sales of foreclosed real estate held for resale, including write-downs   33    47 
(Increase) decrease in accrued interest receivable   (692)   295 
Earnings on investment in bank owned life insurance   (329)   (349)
Impairment charges on equity securities   14     
Losses on disposals of premises and equipment   30     
(Increase) decrease in other assets   (1,201)   49 
Increase in accrued interest payable   31    14 
Decrease in other liabilities   (2,135)   (3,110)
NET CASH PROVIDED BY OPERATING ACTIVITIES   4,093    1,193 
           
INVESTING ACTIVITIES          
Proceeds from sales of investment securities available-for-sale   79,740    120,202 
Proceeds from maturities and redemptions of investment securities available-for-sale   12,727    19,243 
Purchases of investment securities available-for-sale   (102,185)   (127,704)
Proceeds from maturities and redemptions of investment securities held-to-maturity   1,023    8 
Net change in restricted investment in bank stocks   (937)   (1,900)
Net increase in loans   (17,021)   (16,295)
Purchases of premises and equipment   (122)   (400)
Proceeds from sales of foreclosed assets held for resale       458 
NET CASH USED IN INVESTING ACTIVITIES   (26,775)   (6,388)
           
FINANCING ACTIVITIES          
Net increase (decrease) in deposits   4,539    (47,499)
Net increase in short-term borrowings   15,339    20,201 
Proceeds from long-term borrowings   5,000    20,000 
Repayment of long-term borrowings   (53)   (5,049)
Proceeds from issuance of treasury stock   32     
Common stock issued   589    539 
Dividends paid   (3,011)   (2,874)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES   22,435    (14,682)
           
DECREASE IN CASH AND CASH EQUIVALENTS   (247)   (19,877)
CASH AND CASH EQUIVALENTS, BEGINNING   7,967    30,623 
CASH AND CASH EQUIVALENTS, ENDING  $7,720   $10,746 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION          
Interest paid  $2,390   $2,219 
Income taxes paid   1,330    1,119 
Loans transferred to foreclosed assets held for resale   226    262 

 

See accompanying notes to consolidated financial statements.

 

6
 

 

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 ― BASIS OF PRESENTATION AND ACCOUNTING POLICIES

 

The consolidated financial statements include the accounts of First Keystone Corporation (the “Corporation”) and its wholly owned subsidiary, First Keystone Community Bank (the “Bank”). All significant intercompany accounts and transactions have been eliminated.

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. Operating results for the three and six month periods ended June 30, 2015, are not necessarily indicative of the results for the year ending December 31, 2015. For further information, refer to the consolidated financial statements and notes thereto included in First Keystone Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

The Corporation has evaluated events and transactions occurring subsequent to the consolidated balance sheet date of June 30, 2015 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

 

NOTE 2 ― RECENT ACCOUNTING STANDARDS UPDATES (“ASU”)

 

Except as disclosed below, there were no new accounting pronouncements affecting the Corporation during the three and six months ended June 30, 2015 that were not already adopted by the Corporation.

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue requirements in Revenue Recognition (Topic 605). This ASU requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 31, 2016, including interim periods within the reporting period. Early application is not permitted. In July 2015, the FASB approved a one-year delay of the effective date of this standard. The deferral would require public entities to apply the standard for annual reporting periods beginning after December 15, 2017. Public companies would be permitted to elect to early adopt for annual reporting periods beginning after December 15, 2016. The Corporation is currently evaluating the impact of this ASU on its consolidated financial statements.

 

NOTE 3INVESTMENT SECURITIES

 

The Corporation classifies its investment securities as either “Held-to-Maturity” or “Available-for-Sale” at the time of purchase. Investment securities are accounted for on a trade date basis. Debt securities are classified as Held-to-Maturity when the Corporation has the ability and positive intent to hold the securities to maturity. Investment securities classified as Held-to-Maturity are carried at cost adjusted for amortization of premium and accretion of discount to maturity.

 

Debt securities not classified as Held-to-Maturity and equity securities are included in the Available-for-Sale category and are carried at fair value. The amount of any unrealized gain or loss, net of the effect of deferred income taxes, is reported as accumulated other comprehensive income (loss) in the Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. Management’s decision to sell Available-for-Sale securities is based on changes in economic conditions, controlling the sources and applications of funds, terms, availability of and yield of alternative investments, interest rate risk and the need for liquidity.

 

7
 

 

The cost of debt securities classified as Held-to-Maturity or Available-for-Sale is adjusted for amortization of premiums and accretion of discounts to expected maturity. Such amortization and accretion, as well as interest and dividends, are included in interest and dividend income from investment securities. Realized gains and losses are included in net investment securities gains and losses. The cost of investment securities sold, redeemed or matured is based on the specific identification method.

 

The amortized cost, related estimated fair value, and unrealized gains and losses for investment securities classified as “Available-For-Sale” or “Held-to-Maturity” were as follows at June 30, 2015 and December 31, 2014:

 

   Available-for-Sale Securities 
(Dollars in thousands)      Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
June 30, 2015:  Cost   Gains   Losses   Value 
U.S. Treasury securities  $6,026   $50   $   $6,076 
Obligations of U.S. Government Corporations and Agencies:                    
Mortgage-backed   85,688    479    (605)   85,562 
Other   27,852    215    (25)   28,042 
Obligations of state and political subdivisions   177,476    4,389    (1,512)   180,353 
Corporate debt securities   54,179    127    (1,323)   52,983 
Marketable equity securities   1,194    836        2,030 
Total  $352,415   $6,096   $(3,465)  $355,046 

 

   Held-to-Maturity Securities 
(Dollars in thousands)      Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
June 30, 2015:  Cost   Gains   Losses   Value 
Obligations of U.S. Government Corporations and Agencies:                    
Mortgage-backed  $33   $1   $   $34 
Total  $33   $1   $   $34 

 

   Available-for-Sale Securities 
(Dollars in thousands)      Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
December 31, 2014:  Cost   Gains   Losses   Value 
U.S. Treasury securities  $11,356   $24   $(2)  $11,378 
Obligations of U.S. Government Corporations and Agencies:                    
Mortgage-backed   112,146    1,055    (487)   112,714 
Other   26,246    270    (6)   26,510 
Obligations of state and political subdivisions   151,565    6,127    (469)   157,223 
Corporate debt securities   38,499    112    (825)   37,786 
Marketable equity securities   1,208    867    (20)   2,055 
Total  $341,020   $8,455   $(1,809)  $347,666 

 

   Held-to-Maturity Securities 
(Dollars in thousands)      Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
December 31, 2014:  Cost   Gains   Losses   Value 
Obligations of U.S. Government Corporations and Agencies:                    
Mortgage-backed  $56   $2   $   $58 
Other   1,000    2        1,002 
Total  $1,056   $4   $   $1,060 

 

8
 

 

Securities Available-for-Sale with an aggregate fair value of $241,515,000 at June 30, 2015 and $222,847,000 at December 31, 2014, and securities Held-to-Maturity with an aggregate book value of $33,000 at June 30, 2015 and $1,056,000 at December 31, 2014, were pledged to secure public funds, trust funds, securities sold under agreements to repurchase, FHLB advances and other balances of $175,217,000 at June 30, 2015 and $155,895,000 at December 31, 2014.

 

The amortized cost, estimated fair value and weighted average yield of debt and equity securities, by contractual maturity, are shown below at June 30, 2015. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

(Dollars in thousands)

 

   June 30, 2015 
   Available-For-Sale   Held-To-Maturity 
       U.S. Government   Obligations           U.S. Government 
       Corporations &   of State   Corporate   Marketable   Corporations & 
   U.S. Treasury   Agencies   & Political   Debt   Equity   Agencies 
   Securities   Obligations1   Subdivisions2   Securities   Securities3   Obligations1 
Within 1 Year:                              
Amortized cost  $   $   $1,575   $361   $   $ 
Fair value           1,575    368         
Weighted average yield           3.93%   3.10%        
                               
1 - 5 Years:                              
Amortized cost   6,026    13,846    12,087    7,265        33 
Fair value   6,076    13,861    12,300    7,187        34 
Weighted average yield   1.32%   1.70%   3.26%   2.21%       2.26%
                               
5 - 10 Years:                              
Amortized cost       32,721    85,318    46,553         
Fair value       32,752    85,393    45,428         
Weighted average yield       2.22%   3.10%   2.69%        
                               
After 10 Years:                              
Amortized cost       66,973    78,496        1,194     
Fair value       66,991    81,085        2,030     
Weighted average yield       2.22%   5.29%       4.92%    
                               
Total:                              
Amortized cost  $6,026   $113,540   $177,476   $54,179   $1,194   $33 
Fair value   6,076    113,604    180,353    52,983    2,030    34 
Weighted average yield   1.32%   2.16%   4.09%   2.63%   4.92%   2.26%

 

 

1Mortgage-backed securities are allocated for maturity reporting at their original maturity date.

2Average yields on tax-exempt obligations of state and political subdivisions have been computed on a tax-equivalent basis using a 34% tax rate.

3Marketable equity securities are not considered to have defined maturities and are included in the after ten year category.

 

There were no aggregate investments with a single issuer (excluding the U.S. Government and U.S. Government Agencies and Corporations) which exceeded ten percent of consolidated stockholders’ equity at June 30, 2015. The quality rating of the obligations of state and political subdivisions are generally investment grade, as rated by Moody’s, Standard and Poor’s or Fitch. The typical exceptions are local issues which are not rated, but are secured by the full faith and credit obligations of the communities that issued these securities.

 

Proceeds from sales of investments in Available-for-Sale debt and equity securities for the three months ended June 30, 2015 and 2014 were $31,966,000 and $40,037,000, respectively. Gross gains realized on these sales were $603,000 and $1,514,000, respectively. Gross losses on these sales were $0 and $311,000, respectively. Impairment losses realized on Available-for-Sale equity securities for the three months ended June 30, 2015 and 2014 were $14,000 and $0, respectively.

 

9
 

 

Proceeds from sales of investments in Available-for-Sale debt and equity securities for the six months ended June 30, 2015 and 2014 were $79,740,000 and $120,202,000, respectively. Gross gains realized on these sales were $1,151,000 and $2,322,000, respectively. Gross losses on these sales were $56,000 and $522,000, respectively. Impairment losses realized on Available-for-Sale equity securities for the six months ended June 30, 2015 and 2014 were $14,000 and $0, respectively.

 

There were no proceeds from sales of investments in Held-to-Maturity debt and equity securities during the three or six month periods ended June 30, 2015 or 2014. Therefore, there were no gains or losses realized during these periods.

 

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. Investment securities classified as available-for-sale or held-to-maturity are generally evaluated for OTTI under FASB ASC 320, Investments - Debt and Equity Securities. In determining OTTI under the FASB ASC 320 model, management considers many factors, including (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

 

When other-than-temporary impairment occurs on debt securities, the amount of the other-than-temporary impairment recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the other-than-temporary impairment shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is determined based on the present value of cash flows expected to be collected, and the realized loss is recognized as impairment charges on securities on the Consolidated Statements of Income. The amount of the total other-than-temporary impairment related to the other factors shall be recognized in other comprehensive income (loss), net of applicable taxes. The previous amortized cost basis less the other-than-temporary impairment recognized in earnings becomes the new amortized cost basis of the investment.

 

The fair market value of the equity securities tends to fluctuate with the overall equity markets as well as the trends specific to each institution. The equity securities portfolio is reviewed in a similar manner as that of the debt securities with greater emphasis placed on the length of time the market value has been less than the carrying value and the financial sector outlook. The Corporation also reviews dividend payment activities, levels of non-performing assets and loan loss reserves. The starting point for the equity analysis is the length and severity of market value decline. The realized loss is recognized as impairment charges on securities on the Consolidated Statements of Income. The amount of the total other-than-temporary impairment is recognized in other comprehensive income (loss), net of applicable taxes. The previous cost basis less the other-than-temporary impairment recognized in earnings becomes the new cost basis of the investment.

 

The Corporation and its investment advisors monitor the entire portfolio monthly with particular attention given to securities in a continuous loss position of at least ten percent for over twelve months. As of June 30, 2015 we recognized other than temporary impairment on one equity security that was trading below cost basis. We have written down the value of the shares based upon market indications. In management’s opinion, the equity securities reflect a more accurate valuation of the shares after the impairment charge. Based on the factors described above, management did not consider any other securities to be other-than-temporarily impaired at June 30, 2015. Management did not consider any securities to be other-than-temporarily impaired at December 31, 2014.

 

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In accordance with disclosures required by FASB ASC 320-10-50, Investments - Debt and Equity Securities, the summary below shows the gross unrealized losses and fair value of the Corporation’s investments, aggregated by investment category, that individual securities have been in a continuous unrealized loss position for less than 12 months or 12 months or more as of June 30, 2015 and December 31, 2014:

 

June 30, 2015

 

(Dollars in thousands)  Less Than 12 Months   12 Months or More   Total 
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
Available-for-Sale:  Value   Loss   Value   Loss   Value   Loss 
U.S. Treasury securities  $   $   $   $   $   $ 
Obligations of U.S. Government Corporations and Agencies:                              
Mortgage-backed   43,613    (377)   12,085    (228)   55,698    (605)
Other   9,160    (25)           9,160    (25)
Obligations of state and political subdivisions   65,891    (1,234)   8,815    (278)   74,706    (1,512)
Corporate debt securities   26,901    (545)   18,943    (778)   45,844    (1,323)
Marketable equity securities                        
   $145,565   $(2,181)  $39,843   $(1,284)  $185,408   $(3,465)

 

December 31, 2014

 

(Dollars in thousands)  Less Than 12 Months   12 Months or More   Total 
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
Available-for-Sale:  Value   Loss   Value   Loss   Value   Loss 
U.S. Treasury securities  $6,030   $(2)  $   $   $6,030   $(2)
Obligations of U.S. Government Corporations and Agencies:                              
Mortgage-backed   19,823    (230)   17,099    (257)   36,922    (487)
Other   7,154    (6)           7,154    (6)
Obligations of state and political subdivisions   21,459    (94)   18,273    (375)   39,732    (469)
Corporate debt securities   22,227    (542)   12,066    (283)   34,293    (825)
Marketable equity securities   30    (20)           30    (20)
  $76,723   $(894)  $47,438   $(915)  $124,161   $(1,809)

 

The Corporation invests in various forms of agency debt including mortgage-backed securities and callable debt. The mortgage-backed securities are issued by FHLMC (“Federal Home Loan Mortgage Corporation”), FNMA (“Federal National Mortgage Association”) or GNMA (“Government National Mortgage Association”). The municipal securities consist of general obligations and revenue bonds. The marketable equity securities consist of stocks in other bank holding companies. The fair market value of the above securities is influenced by market interest rates, prepayment speeds on mortgage securities, bid-offer spreads in the market place and credit premiums for various types of agency debt. These factors change continuously and therefore the market value of these securities may be higher or lower than the Corporation’s carrying value at any measurement date. Management does not believe any of their 108 securities with a one year or less unrealized loss position or any of their 20 securities with a greater than one year unrealized loss position as of June 30, 2015, represent an other-than-temporary impairment, as these unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

 

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NOTE 4LOANS AND ALLOWANCE FOR LOAN LOSSES

 

Loans

 

Net loans are stated at their outstanding unpaid principal balances, net of deferred fees or costs, unearned income and the allowance for loan losses. Interest on loans is recognized as income over the term of each loan, generally, by the accrual method. Loan origination fees and certain direct loan origination costs have been deferred with the net amount amortized using the straight line method or the interest method over the contractual life of the related loans as an interest yield adjustment.

 

Residential mortgage loans held for resale are carried at the lower of cost or market on an aggregate basis determined by independent pricing from appropriate federal or state agency investors. These loans are sold without recourse.

 

The loans receivable portfolio is segmented into commercial, residential and consumer loans. Commercial loans consist of the following classes: Commercial and Industrial and Commercial Real Estate.

 

Commercial and Industrial Lending

 

The Corporation originates commercial and industrial loans primarily to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes, which include short-term loans and lines of credit to finance machinery and equipment, inventory and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Most business lines of credit are written on demand and are reviewed annually.

 

Commercial and industrial loans are generally secured with short-term assets; however, in many cases, additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum thresholds have been established by the Corporation and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, business financial statements, collateral appraisals, etc. Commercial and industrial loans are typically secured by personal guarantees of the borrower.

 

In underwriting commercial and industrial loans, an analysis is performed to evaluate the borrower's character and capacity to repay the loan, the adequacy of the borrower's capital and collateral, as well as the conditions affecting the borrower. Evaluation of the borrower's past, present and future cash flows is also an important aspect of the Corporation's analysis of the borrower’s ability to repay.

 

Commercial and industrial loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions. Commercial and industrial loans are typically made on the basis of the borrower’s ability to make repayment from cash flows from the borrower’s primary business activities. As a result, the availability of funds for the repayment of commercial and industrial loans is dependent on the success of the business itself, which in turn, is likely to be dependent upon the general economic environment.

 

Commercial Real Estate Lending

 

The Corporation engages in commercial real estate lending in its primary market area and surrounding areas. The Corporation’s commercial real estate portfolio is secured primarily by commercial retail space, commercial office buildings, residential housing and hotels. Generally, commercial real estate loans have terms that do not exceed twenty years, have loan-to-value ratios of up to eighty percent of the value of the collateral property, and are typically secured by personal guarantees of the borrowers.

 

In underwriting these loans, the Corporation performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. The value of the property is determined by either independent appraisers or internal evaluations by Bank officers.

 

Commercial real estate loans generally present a higher level of risk than residential real estate secured loans. Repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate project and/or the effect of the general economic conditions on income producing properties.

 

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Residential Real Estate Lending (Including Home Equity)

 

The Corporation’s residential real estate portfolio is comprised of one-to-four family residential mortgage loan originations, home equity term loans and home equity lines of credit. These loans are generated by the Corporation’s marketing efforts, its present customers, walk-in customers and referrals. These loans originate primarily within or with customers from the Corporation’s market area.

 

The Corporation’s one-to-four family residential mortgage originations are secured primarily by properties located in its primary market area and surrounding areas. The Corporation offers fixed-rate mortgage loans with terms up to a maximum of twenty years for both permanent structures and those under construction. Generally, the majority of the Corporation’s residential mortgage loans originate with a loan-to-value of eighty percent or less, or those with primary mortgage insurance at ninety-five percent or less. Generally, home equity term loans are secured by the borrower’s primary residence with a maximum loan-to-value of eighty percent and a maximum term of fifteen years. Generally, home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of eighty percent and a maximum term of twenty years.

 

In underwriting one-to-four family residential mortgage loans, the Corporation evaluates the borrower’s ability to make monthly payments, the borrower’s repayment history and the value of the property securing the loan. The ability and willingness to repay is determined by the borrower’s employment history, current financial conditions and credit background. A majority of the properties securing residential real estate loans made by the Corporation are appraised by independent appraisers. The Corporation generally requires mortgage loan borrowers to obtain an attorney’s title opinion or title insurance and fire and property insurance, including flood insurance, if applicable.

 

Residential mortgage loans, home equity term loans and home equity lines of credit generally present a lower level of risk than consumer loans because they are secured by the borrower’s primary residence. Risk is increased when the Corporation is in a subordinate position, especially to another lender, for the loan collateral.

 

Consumer Lending

 

The Corporation offers a variety of secured and unsecured consumer loans, including vehicle loans, stock loans and loans secured by financial institution deposits. These loans originate primarily within or with customers from the market area.

 

Consumer loan terms vary according to the type and value of collateral and creditworthiness of the borrower. In underwriting personal loans, a thorough analysis is performed regarding the borrower’s willingness and financial ability to repay the loan as agreed. The ability to repay is determined by the borrower’s employment history, current financial condition and credit background.

 

Consumer loans may entail greater credit risk than residential real estate loans, particularly in the case of personal loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, repossessed collateral for a defaulted personal loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, personal loan collections are dependent on the borrower’s continuing financial stability and therefore, are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

 

Delinquent Loans

 

Generally, a loan is considered to be past-due when scheduled loan payments are in arrears 15 days or more. Delinquent notices are generated automatically when a loan is 15 days past-due. Collection efforts continue on past-due loans that have not been brought current, when it is believed that some chance exists for improvement in the status of the loan. Past-due loans are continually evaluated with the determination for charge-off being made when no reasonable chance remains that the status of the loan can be improved.

 

Commercial and Industrial and Commercial Real Estate loans are charged off in whole or in part when they become sufficiently delinquent based upon the terms of the underlying loan contract and when a collateral deficiency exists. Because all or part of the contractual cash flows are not expected to be collected, the loan is considered to be impaired, and the Bank estimates the impairment based on its analysis of the cash flows or collateral estimated at fair value less cost to sell.

 

13
 

 

Residential Real Estate and Consumer loans are charged off when they become sufficiently delinquent based upon the terms of the underlying loan contract and when the value of the underlying collateral is not sufficient to support the loan balance and a loss is expected. At that time, the amount of estimated collateral deficiency, if any, is charged off for loans secured by collateral, and all other loans are charged off in full. Loans with collateral are charged down to the estimated fair value of the collateral less cost to sell.

 

Loans in which the borrower is in bankruptcy are considered on a case by case basis and are either charged off or reaffirmed by the borrower.

 

Generally, a loan is classified as non-accrual and the accrual of interest on such a loan is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan may currently be performing. A loan may remain on accrual status if it is well secured (or supported by a strong guarantee) and in the process of collection. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against interest income. Certain non-accrual loans may continue to perform; that is, payments are still being received. Generally, the payments are applied to principal. These loans remain under constant scrutiny, and if performance continues, interest income may be recorded on a cash basis based on management's judgment as to collectability of principal.

 

Allowance for Loan Losses

 

The allowance for loan losses is established through provisions for loan losses charged against income. Loans deemed to be uncollectible are charged against the allowance for loan losses and subsequent recoveries, if any, are credited to the allowance.

 

The allowance for loan losses is maintained at a level estimated by management to be adequate to absorb potential loan losses. Management’s periodic evaluation of the adequacy of the allowance for loan losses is based on the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change.

 

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are individually classified as impaired. Select loans are not aggregated for collective impairment evaluation, as such; all loans are subject to individual impairment evaluation should the facts and circumstances pertinent to a particular loan suggest that such evaluation is necessary. Factors considered by management in determining impairment include payment status and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. If a loan is impaired, a portion of the allowance may be allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from collateral. Troubled debt restructurings 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 troubled debt restructuring is considered to be a collateral dependent loan, the loans may be reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Corporation determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

 

The general component covers all other loans not identified as impaired and is based on historical losses and qualitative factors. The historical loss component of the allowance is determined by losses recognized by portfolio segment over a time period that management has determined represents the current credit cycle. Qualitative factors impacting each portfolio segment may include: delinquency trends, loan volume trends, Bank policy changes, management processes and oversight, economic trends (including change in consumer and business disposable incomes, unemployment and under-employment levels, and other conditions), concentrations by industry or product, internal and external loan review processes, collateral value and market conditions, and external factors including regulatory issues and competition.

 

14
 

 

The unallocated component of the allowance is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

 

A reserve for unfunded lending commitments is provided for possible credit losses on off-balance sheet credit exposures. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and, if necessary, is recorded in other liabilities on the Consolidated Balance Sheet. As of June 30, 2015 and December 31, 2014, the amount of the reserve for unfunded lending commitments was $77,000 and $0.

 

The Corporation is subject to periodic examination by its federal and state examiners, and may be required by such regulators to recognize additions to the allowance for loan losses based on their assessment of credit information available to them at the time of their examinations.

 

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the original loan agreement. Under current accounting standards, the allowance for loan losses related to impaired loans is based on discounted cash flows using the loan’s effective interest rate at inception or the fair value of the collateral for certain collateral dependent loans.

 

The restructuring of a loan is considered a “troubled debt restructuring” if both the following conditions are met: (i) the borrower is experiencing financial difficulties, and (ii) the Bank has granted a concession. The most common concessions granted include one or more modifications to the terms of the debt, such as (a) a reduction in the interest rate for the remaining life of the debt, (b) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, (c) a temporary period of interest-only payments, and (d) a reduction in the contractual payment amount for either a short period or remaining term of the loan. A less common concession is the forgiveness of a portion of the principal.

 

The determination of whether a borrower is experiencing financial difficulties takes into account not only the current financial condition of the borrower, but also the potential financial condition of the borrower were a concession not granted. Similarly, the determination of whether a concession has been granted is very subjective in nature. For example, simply extending the term of a loan at its original interest rate or even at a higher interest rate could be interpreted as a concession unless the borrower could readily obtain similar credit terms from a different lender.

 

Loans modified in a troubled debt restructuring are considered impaired and may or may not be placed on non-accrual status until the Bank determines the future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrates a period of performance according to the restructured terms of six months.

 

The Bank utilizes a risk grading matrix as a tool for managing credit risk in the loan portfolio and assigns an asset quality rating (risk grade) to all Commercial and Industrial, Commercial Real Estate, Residential Real Estate and Consumer borrowings. An asset quality rating is assigned using the guidance provided in the Bank’s loan policy. Primary responsibility for assigning the asset quality rating rests with the lender. The asset quality rating is validated periodically by both an internal and external loan review process.

 

The commercial loan grading system focuses on a borrower’s financial strength and performance, experience and depth of management, primary and secondary sources of repayment, the nature of the business and the outlook for the particular industry. Primary emphasis is placed on the financial condition and trends. The grade also reflects current economic and industry conditions; as well as other variables such as liquidity, cash flow, revenue/earnings trends, management strengths or weaknesses, quality of financial information, and credit history.

 

The loan grading system for Residential Real Estate and Consumer loans focuses on the borrower’s credit score and credit history, debt-to-income ratio and income sources, collateral position and loan-to-value ratio, as well as other variables such as current economic conditions, and individual strengths and weaknesses.

 

Risk grade characteristics are as follows:

 

Risk Grade 1 – MINIMAL RISK through Risk Grade 6 – MANAGEMENT ATTENTION (Pass Grade Categories)

 

Risk is evaluated via examination of several attributes including but not limited to financial trends, strengths and weaknesses, likelihood of repayment when considering both cash flow and collateral, sources of repayment, leverage position, management expertise, and repayment history.

 

15
 

 

At the low-risk end of the rating scale, a risk grade of 1 – Minimal Risk is the grade reserved for loans with exceptional credit fundamentals and virtually no risk of default or loss. Loan grades then progress through escalating ratings of 2 through 6 based upon risk. Risk Grade 2 – Modest Risk are loans with sufficient cash flows; Risk Grade 3 – Average Risk are loans with key balance sheet ratios slightly above the borrower’s peers; Risk Grade 4 – Acceptable Risk are loans with key balance sheet ratios usually near the borrower’s peers, but one or more ratios may be higher; and Risk Grade 5 – Marginally Acceptable are loans with strained cash flow, increasing leverage and/or weakening markets. Risk Grade 6 – Management Attention are loans with weaknesses resulting from declining performance trends and the borrower’s cash flows may be temporarily strained. Loans in this category are performing according to terms, but present some type of potential concern.

 

Risk Grade 7 − SPECIAL MENTION (Non-Pass Category)

 

Generally, these loans or assets are currently protected, but are “Potentially Weak”. They constitute an undue and unwarranted credit risk but not to the point of justifying a classification of substandard.

 

Assets in this category are currently protected but have potential weakness which may, if not checked or corrected, weaken the asset or inadequately protect the Bank’s credit position at some future date. No loss of principal or interest is envisioned; however, they constitute an undue credit risk that may be minor but is unwarranted in light of the circumstances surrounding a specific asset. Risk is increasing beyond that at which the loan originally would have been granted. Historically, cash flows are inconsistent; financial trends show some deterioration. Liquidity and leverage are above industry averages. Financial information could be incomplete or inadequate. A Special Mention asset has potential weaknesses that deserve management’s close attention.

 

Risk Grade 8 − SUBSTANDARD (Non-Pass Category)

 

Generally, these assets are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have “well-defined” weaknesses that jeopardize the full liquidation of the debt.

 

They are characterized by the distinct possibility that the Bank will sustain some loss if the aggregate amount of substandard assets is not fully covered by the liquidation of the collateral used as security. Substandard loans have a high probability of payment default; are inadequately protected by the current sound net worth, paying capacity of the borrower, or pledged collateral; and may have other well-defined weaknesses. Such assets require more intensive supervision by Bank Management.

 

Risk Grade 9 − DOUBTFUL (Non-Pass Category)

 

Generally, loans graded doubtful have all the weaknesses inherent in a substandard loan with the added factor that the weaknesses are pronounced to a point whereby the basis of current information, conditions, and values, collection or liquidation in full is deemed to be highly improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to strengthen the asset, its classification is deferred until, for example, a proposed merger, acquisition, liquidation procedure, capital injection, perfection of liens on additional collateral and/or refinancing plan is completed. Loans are graded doubtful if they contain weaknesses so serious that collection or liquidation in full is questionable.

 

16
 

 

The following table presents the classes of the loan portfolio summarized by risk rating as of June 30, 2015 and December 31, 2014:

 

   Commercial and         
(Dollars in thousands)  Industrial   Commercial Real Estate 
   June 30,   December 31,   June 30,   December 31, 
   2015   2014   2015   2014 
Grade:                    
1-6  Pass  $77,691   $64,459   $236,691   $237,404 
7     Special Mention   217    47    3,030    11,008 
8     Substandard   13    21    16,188    5,472 
9     Doubtful                
Add (deduct):   Unearned discount and                
Net deferred loan fees and costs   156    129    275    38 
Total loans  $78,077   $64,656   $256,184   $253,922 

 

   Residential Real Estate         
   Including Home Equity   Consumer Loans 
   June 30,   December 31,   June 30,   December 31, 
   2015   2014   2015   2014 
Grade:                    
1-6  Pass  $160,201   $161,122   $5,374   $5,248 
7     Special Mention   541    520    2    21 
8     Substandard   1,663    1,640    7    9 
9     Doubtful                
Add (deduct):   Unearned discount and           (27)   (40)
Net deferred loan fees and costs   58    271    92    92 
Total loans  $162,463   $163,553   $5,448   $5,330 

 

   Total Loans 
   June 30,   December 31, 
   2015   2014 
Grade:          
1-6  Pass  $479,957   $468,233 
7     Special Mention   3,790    11,596 
8     Substandard   17,871    7,142 
9     Doubtful        
Add (deduct):   Unearned discount and   (27)   (40)
Net deferred loan fees and costs   581    530 
Total loans  $502,172   $487,461 

 

Commercial and Industrial and Commercial Real Estate include loans categorized as tax-free loans in the amounts of $43,330,000 and $3,084,000, respectively at June 30, 2015 and $30,334,000 and $3,235,000 at December 31, 2014. Loans held for sale amount to $776,000 at June 30, 2015 and $2,201,000 at December 31, 2014.

 

17
 

 

The activity in the allowance for loan losses, by loan segment, is summarized below for the periods indicated.

 

(Dollars in thousands)  Commercial   Commercial   Residential             
   and Industrial   Real Estate   Real Estate   Consumer   Unallocated   Total 
As of and for the three month period ended June 30, 2015:                              
Allowance for Loan Losses:                              
Beginning balance  $687   $3,019   $1,852   $90   $837   $6,485 
Charge-offs       (94)   (49)   (1)       (144)
Recoveries   3    42        1        46 
Provision   16    172    64    (1)   (38)   213 
Ending Balance  $706   $3,139   $1,867   $89   $799   $6,600 

 

(Dollars in thousands)  Commercial   Commercial   Residential             
   and Industrial   Real Estate   Real Estate   Consumer   Unallocated   Total 
As of and for the six month period ended June 30, 2015:                              
Allowance for Loan Losses:                              
Beginning balance  $542   $3,176   $1,928   $107   $637   $6,390 
Charge-offs   (2)   (137)   (108)   (15)       (262)
Recoveries   3    42        2        47 
Provision   163    58    47    (5)   162    425 
Ending Balance  $706   $3,139   $1,867   $89   $799   $6,600 
Ending balance: individually evaluated for impairment  $   $24   $66   $   $   $90 
Ending balance: collectively evaluated for impairment  $706   $3,115   $1,801   $89   $799   $6,510 
                               
Loan Receivables:                              
Ending Balance  $78,077   $256,184   $162,463   $5,448   $   $502,172 
Ending balance: individually evaluated for impairment  $414   $9,174   $1,029   $2   $   $10,619 
Ending balance: collectively evaluated for impairment  $77,663   $247,010   $161,434   $5,446   $   $491,553 

 

(Dollars in thousands)  Commercial   Commercial   Residential             
   and Industrial   Real Estate   Real Estate   Consumer   Unallocated   Total 
As of and for the three month period ended June 30, 2014:                              
Allowance for Loan Losses:                              
Beginning balance  $825   $3,298   $1,567   $52   $735   $6,477 
Charge-offs       (96)   (144)   (7)       (247)
Recoveries   19    25    2    1        47 
Provision   (101)   223    194    5    (121)   200 
Ending Balance  $743   $3,450   $1,619   $51   $614   $6,477 

 

18
 

 

(Dollars in thousands)  Commercial   Commercial   Residential             
   and Industrial   Real Estate   Real Estate   Consumer   Unallocated   Total 
As of and for the six month period ended June 30, 2014:                              
Allowance for Loan Losses:                              
Beginning balance  $776   $3,320   $1,565   $53   $805   $6,519 
Charge-offs   (7)   (237)   (174)   (15)       (433)
Recoveries   21    25    11    1        58 
Provision   (47)   342    217    12    (191)   333 
Ending Balance  $743   $3,450   $1,619   $51   $614   $6,477 
Ending balance: individually evaluated for impairment  $   $26   $18   $   $   $44 
Ending balance: collectively evaluated for impairment  $743   $3,424   $1,601   $51   $614   $6,433 
                               
Financing Receivables: Ending Balance  $60,261   $237,901   $159,559   $5,453   $   $463,174 
Ending balance: individually evaluated for impairment  $441   $5,233   $1,217   $7   $   $6,898 
Ending balance: collectively evaluated for impairment  $59,820   $232,668   $158,342   $5,446   $   $456,276 

 

(Dollars in thousands)  Commercial   Commercial   Residential             
   and Industrial   Real Estate   Real Estate   Consumer   Unallocated   Total 
As of December 31, 2014:                              
Allowance for Loan Losses:                              
Ending Balance  $542   $3,176   $1,928   $107   $637   $6,390 
Ending balance: individually evaluated for impairment  $   $38   $81   $   $   $119 
Ending balance: collectively evaluated for impairment  $542   $3,138   $1,847   $107   $637   $6,271 
                               
Loan Receivables:                              
Ending Balance  $64,656   $253,922   $163,553   $5,330   $   $487,461 
Ending balance: individually evaluated for impairment  $399   $5,350   $1,291   $4   $   $7,044 
Ending balance: collectively evaluated for impairment  $64,257   $248,572   $162,262   $5,326   $   $480,417 

  

Of the $248,000 in foreclosed assets held for resale at June 30, 2015, three properties totaling $22,000 were secured by commercial real estate and one property in the amount of $226,000 was secured by residential real estate and was held as the result of obtaining physical possession. At December 31, 2014, the $55,000 in foreclosed assets held for resale was secured entirely by commercial real estate, and there were no residential real estate properties held as the result of obtaining physical possession. Consumer mortgage loans secured by residential real estate for which the Bank has entered into formal foreclosure proceedings but for which physical possession has yet to be obtained amounted to $261,000 at June 30, 2015 and $118,000 at December 31, 2014. These balances were not included in foreclosed assets held for resale at June 30, 2015 or December 31, 2014.

 

From time to time, the Bank may agree to modify the contractual terms of a borrower’s loan. In cases where the modifications represent a concession to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring (“TDR”).

 

19
 

 

The outstanding balance of TDRs as of June 30, 2015 and December 31, 2014 was $9,034,000 and $4,708,000, respectively. The increase in TDRs was attributable to deterioration in the respective borrowers’ financial position, and in some cases a declining collateral value, along with the Bank’s proactive monitoring of the loan portfolio. As of June 30, 2015 and December 31, 2014, there were no unfunded commitments on any TDRs.

 

During the three months ended June 30, 2015, three loans with a combined post modification balance of $308,000 were classified as TDRs, as compared to the same period in 2014, when four loans with a combined post modification balance of $476,000 were classified as TDRs. The loan modifications for the three months ended June 30, 2015 consisted of two term modifications and one payment modification. The loan modifications for the three months ended June 30, 2014 consisted of one interest rate modification, two term modifications and one payment modification.

 

During the six months ended June 30, 2015, five loans with a combined post modification balance of $4,558,000 were classified as TDRs, as compared to the same period in 2014, when nine loans with a combined post modification balance of $922,000 were classified as TDRs. The loan modifications for the six months ended June 30, 2015 consisted of three term modifications and two payment modifications. The loan modifications for the six months ended June 30, 2014 consisted of one interest rate modification, three term modifications, and five payment modifications.

 

The following table presents the unpaid balance of TDRs at the dates indicated:

 

(Dollars in thousands)        
   June 30,   December 31, 
   2015   2014 
Non-accrual TDRs  $1,761   $1,638 
Accruing TDRs   7,273    3,070 
Total  $9,034   $4,708 

 

At June 30, 2015, five Commercial Real Estate loans classified as TDRs with a combined recorded investment of $6,393,000 were not in compliance with the terms of their restructure, compared to June 30, 2014 when seven Commercial Real Estate loans classified as TDRs with a combined recorded investment of $2,359,000 were not in compliance with the terms of their restructure.

 

The following table presents information regarding the loan modifications categorized as TDRs during the three and six months ended June 30, 2015 and June 30, 2014:

 

(Dollars in thousands, except number of contracts)

   Three Months Ended June 30, 2015 
       Pre-Modification   Post-Modification     
   Number   Outstanding Recorded   Outstanding Recorded   Recorded 
   of Contracts   Investment   Investment   Investment 
Commercial and Industrial      $   $   $ 
Commercial Real Estate   3    354    308    308 
Consumer                
Total   3   $354   $308   $308 

 

(Dollars in thousands, except number of contracts)

   Three Months Ended June 30, 2014 
       Pre-Modification   Post-Modification     
   Number   Outstanding Recorded   Outstanding Recorded   Recorded 
   of Contracts   Investment   Investment   Investment 
Commercial and Industrial   1   $309   $309   $309 
Commercial Real Estate   3    167    167    166 
Consumer                
Total   4   $476   $476   $475 

 

20
 

 

(Dollars in thousands, except number of contracts) 

   Six Months Ended June 30, 2015 
       Pre-Modification   Post-Modification     
   Number   Outstanding Recorded   Outstanding Recorded   Recorded 
   of Contracts   Investment   Investment   Investment 
Commercial and Industrial   1   $23   $23   $22 
Commercial Real Estate   4    4,580    4,535    4,533 
Consumer                
Total   5   $4,603   $4,558   $4,555 

 

(Dollars in thousands, except number of contracts)                
   Six Months Ended June 30, 2014 
       Pre-Modification   Post-Modification     
   Number   Outstanding Recorded   Outstanding Recorded   Recorded 
   of Contracts   Investment   Investment   Investment 
Commercial and Industrial   2   $327   $327   $327 
Commercial Real Estate   6    588    588    197 
Consumer   1    7    7    7 
Total   9   $922   $922   $531 

 

The following table provides detail regarding the types of loan modifications made for loans categorized as TDRs during the three and six months ended June 30, 2015 and June 30, 2014 with the total number of each type of modification performed.

 

   Three Months Ended June 30, 2015   Six Months Ended June 30, 2015 
   Rate   Term   Payment   Number   Rate   Term   Payment   Number 
   Modification   Modification   Modification   Modified   Modification   Modification   Modification   Modified 
Commercial and Industrial                       1        1 
Commercial Real Estate       2    1    3        2    2    4 
Consumer                                
Total       2    1    3        3    2    5 

 

   Three Months Ended June 30, 2014   Six Months Ended June 30, 2014 
   Rate   Term   Payment   Number   Rate   Term   Payment   Number 
   Modification   Modification   Modification   Modified   Modification   Modification   Modification   Modified 
Commercial and Industrial           1    1            2    2 
Commercial Real Estate   1    2        3    1    3    2    6 
Consumer                           1    1 
Total   1    2    1    4    1    3    5    9 

 

21
 

 

The recorded investment, unpaid principal balance, and the related allowance of the Corporation’s impaired loans are summarized below for the periods ended June 30, 2015 and December 31, 2014.

 

(Dollars in thousands)  June 30, 2015   December 31, 2014 
       Unpaid           Unpaid     
   Recorded   Principal   Related   Recorded   Principal   Related 
   Investment   Balance   Allowance   Investment   Balance   Allowance 
With no related allowance recorded:                       
Commercial and Industrial  $414   $560   $   $399   $545   $ 
Commercial Real Estate   8,917    9,161        4,828    5,278     
Residential Real Estate   484    593        727    892     
Consumer   2    2        4    4     
                               
With an allowance recorded:                              
Commercial and Industrial                        
Commercial Real Estate   257    257    24    522    522    38 
Residential Real Estate   545    550    66    564    569    81 
Consumer                        
Total  $10,619   $11,123   $90   $7,044   $7,810   $119 
                               
Total consists of:                              
Commercial and Industrial  $414   $560   $   $399   $545   $ 
Commercial Real Estate  $9,174   $9,418   $24   $5,350   $5,800   $38 
Residential Real Estate  $1,029   $1,143   $66   $1,291   $1,461   $81 
Consumer  $2   $2   $   $4   $4   $ 

 

 

At June 30, 2015 and December 31, 2014, $9,034,000 and $4,708,000 of loans classified as TDRs were included in impaired loans with a total allocated allowance of $18,000 and $27,000, respectively. The recorded investment represents the loan balance reflected on the Consolidated Balance Sheets net of any charge-offs. The unpaid principal balance is equal to the gross amount due on the loan.

 

The average recorded investment and interest income recognized for the Corporation’s impaired loans are summarized below for the three and six months ended June 30, 2015 and 2014.

 

(Dollars in thousands)  For the Three Months Ended   For the Three Months Ended 
   June 30, 2015   June 30, 2014 
   Average   Interest   Average   Interest 
   Recorded   Income   Recorded   Income 
   Investment   Recognized   Investment   Recognized 
With no related allowance recorded:                    
Commercial and Industrial  $416   $5   $239   $15 
Commercial Real Estate   8,943    141    5,205    55 
Residential Real Estate   441        1,027     
Consumer   3        7     
                     
With an allowance recorded:                    
Commercial Real Estate   257        41     
Residential Real Estate   547        77     
Total  $10,607   $146   $6,596   $70 
                     
Total consists of:                    
Commercial and Industrial  $416   $5   $239   $15 
Commercial Real Estate  $9,200   $141   $5,246   $55 
Residential Real Estate  $988   $   $1,104   $ 
Consumer  $3   $   $7   $ 

 

 

Of the $146,000 and $70,000 in interest income recognized on impaired loans for the three months ended June 30, 2015 and 2014, respectively, $0 and $2,000 in interest income was recognized in respect to non-accrual loans.

22
 

 

(Dollars in thousands)  For the Six Months Ended   For the Six Months Ended 
   June 30, 2015   June 30, 2014 
   Average   Interest   Average   Interest 
   Recorded   Income   Recorded   Income 
   Investment   Recognized   Investment   Recognized 
With no related allowance recorded:                    
Commercial and Industrial  $410   $9   $166   $15 
Commercial Real Estate   7,599    247    5,122    77 
Residential Real Estate   414        969     
Consumer   3        5     
                     
With an allowance recorded:                    
Commercial Real Estate   259        40     
Residential Real Estate   553        77     
Total  $9,238   $256   $6,379   $92 
                     
Total consists of:                    
Commercial and Industrial  $410   $9   $166   $15 
Commercial Real Estate  $7,858   $247   $5,162   $77 
Residential Real Estate  $967   $   $1,046   $ 
Consumer  $3   $   $5   $ 

  

 

Of the $256,000 and $92,000 in interest income recognized on impaired loans for the six months ended June 30, 2015 and 2014, respectively, $0 and $2,000 in interest income was recognized in respect to non-accrual loans.

 

Loan receivables on non-accrual status, foreclosed assets held for resale and loans past-due 90 days or more and still accruing, as of June 30, 2015 and December 31, 2014 were as follows:

 

(Dollars in thousands)        
   June 30,   December 31, 
   2015   2014 
Commercial and Industrial  $   $5 
Commercial Real Estate   2,317    2,678 
Residential Real Estate   1,029    1,291 
Total non-accrual loans   3,346    3,974 
Foreclosed assets held for resale   248    55 
Loans past-due 90 days or more and still accruing   280    10 
Total non-performing assets  $3,874   $4,039 

 

The following tables present the classes of the loan portfolio summarized by the past-due status at June 30, 2015 and December 31, 2014:

 

(Dollars in thousands)

 

                           90 Days 
                           Or Greater 
           90 Days               Past Due 
   30-59 Days   60-89 Days   or Greater   Total       Total   and Still 
   Past Due   Past Due   Past Due   Past Due   Current   Loans   Accruing 
June 30, 2015:                                   
Commercial and Industrial  $187   $23    $   $210   $77,867   $78,077   $ 
Commercial Real Estate   1,290    4,265    2,469    8,024    248,160    256,184    280 
Residential Real Estate   1,043    920    883    2,846    159,617    162,463     
Consumer   9    12        21    5,427    5,448     
Total  $2,529   $5,220   $3,352   $11,101   $491,071   $502,172   $280 

23
 

 

(Dollars in thousands)                            
                           90 Days 
                           Or Greater 
           90 Days               Past Due 
   30-59 Days   60-89 Days   or Greater   Total       Total   and Still 
   Past Due   Past Due   Past Due   Past Due   Current   Loans   Accruing 
December 31, 2014:                                   
Commercial and Industrial  $72   $28   $5   $105   $64,551   $64,656   $ 
Commercial Real Estate   1,657    613    2,375    4,645    249,277    253,922     
Residential Real Estate   1,998    224    1,220    3,442    160,111    163,553    10 
Consumer   27    8        35    5,295    5,330     
Total  $3,754   $873   $3,600   $8,227   $479,234   $487,461   $10 

 

At June 30, 2015 and December 31, 2014, there were no commitments to lend additional funds with respect to impaired loans.

 

NOTE 5BORROWINGS

 

Short-term borrowings include federal funds purchased, securities sold under agreements to repurchase, Federal Discount Window, and Federal Home Loan Bank (“FHLB”) advances, which generally represent overnight or less than 30-day borrowings.

 

Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)

 

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets.

 

As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability on the Corporation’s Consolidated Balance Sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is not offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Corporation does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.

 

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). The collateral is held by a correspondent bank in the counterparty’s custodial account. The counterparty has the right to sell or repledge the investment securities.

 

24
 

The following table presents the short-term borrowings subject to an enforceable master netting arrangement or repurchase agreements as of June 30, 2015 and December 31, 2014.

 

(Dollars in thousands)      Gross   Net Amounts             
       Amounts   of Liabilities             
       Offset   Presented             
   Gross   in the   in the             
   Amounts of   Consolidated   Consolidated      Cash     
   Recognized   Balance   Balance   Financial   Collateral   Net 
   Liabilities   Sheet   Sheet   Instruments   Pledge   Amount 
                         
June 30, 2015
Repurchase agreements (a)
  $18,913   $   $18,913   $(18,913)  $   $ 
                               
December 31, 2014
Repurchase agreements (a)
  $16,730   $   $16,730   $(16,730)  $   $ 

 

 

(a) As of June 30, 2015 and December 31, 2014, the fair value of securities pledged in connection with repurchase agreements was $23,852,000 and $26,094,000, respectively.

 

The following table presents the remaining contractual maturity of the master netting arrangement or repurchase agreements as of June 30, 2015.

 

(Dollars in thousands)  Remaining Contractual Maturity of the Agreements 
   Overnight          Greater     
   and   Up to   30 -90   than     
June 30, 2015:  Continuous   30 days   Days   90 Days   Total 
Repurchase agreements and repurchase-to-maturity transactions:                         
U.S. Treasury and agency securities  $18,913   $   $   $   $18,913 
Total  $18,913   $   $   $   $18,913 

 

Long-term borrowings are comprised of advances from FHLB and a capital lease assumed as a result of the acquisition of Pocono Community Bank. Under terms of a blanket agreement, collateral for the FHLB loans is certain qualifying assets of the Corporation’s banking subsidiary. The principal assets are real estate mortgages and certain investment securities.

 

NOTE 6COMMITMENTS AND CONTINGENCIES

 

In the normal course of business, there are various pending legal actions and proceedings that are not reflected in the consolidated financial statements. Management does not believe the outcome of these actions and proceedings will have a material effect on the consolidated financial position or results of operations of the Corporation.

 

NOTE 7FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS

OF CREDIT RISK

 

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. The Corporation does not engage in trading activities with respect to any of its financial instruments with off-balance sheet risk.

 

The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments.

 

25
 

 

The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

 

The Corporation may require collateral or other security to support financial instruments with off-balance sheet credit risk.

 

The contract or notional amounts at June 30, 2015 and December 31, 2014, were as follows:

 

(Dollars in thousands)        
   June 30, 2015   December 31, 2014 
Financial instruments whose contract amounts represent credit risk:          
Commitments to extend credit  $72,789   $84,983 
Financial standby letters of credit  $460   $471 
Performance standby letters of credit  $5,233   $5,851 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses that may require payment of a fee. Since some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, owner-occupied income-producing commercial properties, and residential real estate.

 

Standby letters of credit are conditional commitments issued by the Corporation to guarantee payment to a third party when a customer either fails to repay an obligation or fails to perform some non-financial obligation. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Corporation may hold collateral to support standby letters of credit for which collateral is deemed necessary.

 

NOTE 8FAIR VALUE MEASUREMENTS

 

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This guidance provides additional information on determining when the volume and level of activity for the asset or liability has significantly decreased. The guidance also includes information on identifying circumstances when a transaction may not be considered orderly.

 

Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with the fair value measurement and disclosure guidance.

 

This guidance clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

 

26
 

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own belief about the assumptions market participants would use in pricing the asset or liability based upon the best information available in the circumstances. Fair value measurement and disclosure guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

 

Level 1 Inputs: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2 Inputs: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability;

 

Level 3 Inputs: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

 

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth as follows.

 

Financial Assets Measured at Fair Value on a Recurring Basis

 

At June 30, 2015 and December 31, 2014, investments measured at fair value on a recurring basis and the valuation methods used are as follows:

 

(Dollars in thousands)                
                 
June 30, 2015                
   Level 1   Level 2   Level 3   Total 
Available-for-Sale Securities:                    
U.S. Treasury securities   $   $6,076   $   $6,076 
Obligations of U.S. Government Corporations and Agencies:                    
Mortgage-backed       85,562        85,562 
Other       28,042        28,042 
Obligations of state and political subdivisions       180,353        180,353 
Corporate debt securities       52,983        52,983 
Marketable equity securities   2,030            2,030 
Total  $2,030   $353,016   $   $355,046 

 

(Dollars in thousands)                
                 
December 31, 2014                
   Level 1   Level 2   Level 3   Total 
Available-for-Sale Securities:                    
U.S. Treasury securities  $   $11,378   $   $11,378 
Obligations of U.S. Government Corporations and Agencies:                    
Mortgaged-backed       112,714        112,714 
Other       26,510        26,510 
Obligations of state and political subdivisions       157,223        157,223 
Corporate debt securities       37,786        37,786 
Marketable equity securities   2,055            2,055 
Total  $2,055   $345,611   $   $347,666 

 

27
 

 

The estimated fair values of equity securities classified as Level 1 are derived from quoted market prices in active markets; these assets consist mainly of stocks held in other banks. The estimated fair values of all debt securities classified as Level 2 are obtained from nationally-recognized third-party pricing agencies. The estimated fair values are derived primarily from cash flow models, which include assumptions for interest rates, credit losses, and prepayment speeds. The significant inputs utilized in the cash flow models are based on market data obtained from sources independent of the Corporation (observable inputs), and are therefore classified as Level 2 within the fair value hierarchy. The Corporation does not have any Level 3 inputs for investments. There were no transfers between Level 1 and Level 2 during 2015 or 2014.

 

Financial Assets Measured at Fair Value on a Nonrecurring Basis

 

At June 30, 2015 and December 31, 2014, impaired loans measured at fair value on a non-recurring basis and the valuation methods used are as follows:

 

(Dollars in thousands)                
   Level 1   Level 2   Level 3   Total 
Assets at June 30, 2015                     
Impaired loans:                    
Commercial and Industrial  $   $   $   $ 
Commercial Real Estate           1,790    1,790 
Residential Real Estate           626    626 
Total impaired loans  $   $   $2,416   $2,416 

 

(Dollars in thousands)                
   Level 1   Level 2   Level 3   Total 
Assets at December 31, 2014                     
Impaired loans:                    
Commercial and Industrial  $   $   $3   $3 
Commercial Real Estate           2,073    2,073 
Residential Real Estate           856    856 
Total impaired loans  $   $   $2,932   $2,932 

 

The Bank’s impaired loan valuation procedure for any loans greater than $250,000 requires an appraisal to be obtained and reviewed annually at year end. A quarterly collateral evaluation is performed which may include a site visit, property pictures and discussions with realtors and other similar business professionals to ascertain current values. For impaired loans less than $250,000 upon classification and annually at year end, the Bank completes a Certificate of Inspection, which includes an onsite inspection, insured values, tax assessed values, recent sales comparisons and a review of the previous evaluations. These assets are included as Level 3 fair values, based upon the lowest level that is significant to the fair value measurements. The fair value consists of the impaired loan balances less the valuation allowance and/or charge-offs. There were no transfers between valuation levels in 2015 and 2014.

 

Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis

 

At June 30, 2015 and December 31, 2014 foreclosed assets held for resale measured at fair value on a non-recurring basis and the valuation methods used are as follows:

 

(Dollars in thousands)                
   Level 1   Level 2   Level 3   Total 
Assets at June 30, 2015                     
Other foreclosed assets held for resale:                    
Commercial Real Estate  $   $   $22   $22 
Total foreclosed assets held for resale  $   $   $22   $22 

 

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(Dollars in thousands)                
   Level 1   Level 2   Level 3   Total 
Assets at December 31, 2014                     
Other foreclosed assets held for resale:                    
Commercial Real Estate  $   $   $55   $55 
Total foreclosed assets held for resale  $   $   $55   $55 

 

The Bank’s foreclosed asset valuation procedure requires an appraisal, which considers the sales prices of similar properties in the proximate vicinity, to be completed periodically with the exception of those cases which the Bank has obtained a sales agreement. These assets are included as Level 3 fair values, based upon the lowest level that is significant to the fair value measurements. There were no transfers between valuation levels in 2015 and 2014.

 

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Bank has utilized Level 3 inputs to determine the fair value:

 

(Dollars in thousands)                
   Quantitative Information about Level 3 Fair Value Measurements
   Fair Value            Weighted
  Estimate   Valuation Technique  Unobservable Input  Range  Average
June 30, 2015                 
Impaired loans  $2,416   Appraisal of collateral1,3  Appraisal adjustments2  (0)% – (63)%  (38)%
Foreclosed assets held for resale  $22   Appraisal of collateral1,3  Appraisal adjustments2  (73)% – (75)%  (74)%
                  
December 31, 2014                 
Impaired loans  $2,932   Appraisal of collateral1,3  Appraisal adjustments2  (0)% – (63)%  (37)%
Foreclosed assets held for resale  $55   Appraisal of collateral1,3  Appraisal adjustments2  (33)% – (46)%  (37)%

  

 

1Fair value is generally determined through independent appraisals of the underlying collateral, as defined by Bank regulators.

2Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. The typical range of appraisal adjustments are presented as a percent of the appraisal value.

3Includes qualitative adjustments by management and estimated liquidation expenses.

 

Fair Value of Financial Instruments

 

(Dollars in thousands)                    
   Carrying   Fair Value Measurements at June 30, 2015 
   Amount   Level 1   Level 2   Level 3   Total 
FINANCIAL ASSETS:                         
Cash and due from banks  $7,389   $7,389   $   $   $7,389 
Interest-bearing deposits in other banks   331        331        331 
Time deposits with other banks   1,482        1,482        1,482 
Investment securities available-for-sale   355,046    2,030    353,016        355,046 
Investment securities held-to-maturity   33        34        34 
Restricted investment in bank stocks   6,245        6,245        6,245 
Net loans   495,572            499,760    499,760 
Mortgage servicing rights   497            497    497 
Accrued interest receivable   4,005        4,005        4,005 
                          
FINANCIAL LIABILITIES:                         
Deposits   666,101        666,405        666,405 
Short-term borrowings   88,462        88,462        88,462 
Long-term borrowings   70,286        71,934        71,934 
Accrued interest payable   430        430        430 
                          
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS                    

 

29
 

 

(Dollars in thousands)                    
   Carrying   Fair Value Measurements at December 31, 2014 
   Amount   Level 1   Level 2   Level 3   Total 
FINANCIAL ASSETS:                         
Cash and due from banks  $7,543   $7,543   $   $   $7,543 
Interest-bearing deposits in other banks   424        424        424 
Time deposits with other banks   1,482        1,482        1,482 
Investment securities available-for-sale   347,666    2,055    345,611        347,666 
Investment securities held-to-maturity   1,056        1,060        1,060 
Restricted investment in bank stocks   5,308        5,308        5,308 
Net loans   481,071            485,468    485,468 
Mortgage servicing rights   481            481    481 
Accrued interest receivable   3,313        3,313        3,313 
                          
FINANCIAL LIABILITIES:                         
Deposits   661,562        661,819        661,819 
Short-term borrowings   73,123        73,123        73,123 
Long-term borrowings   65,339        66,739        66,739 
Accrued interest payable   399        399        399 
                          
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS                    

 

The following information should not be interpreted as an estimate of the fair value of the entire Corporation since a fair value calculation is only provided for a limited portion of the Corporation’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Corporation’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Corporation’s financial instruments at June 30, 2015 and December 31, 2014:

 

Cash and Due From Banks, Interest-Bearing Deposits in Other Banks, Time Deposits with Other Banks, Restricted Investment in Bank Stocks, Accrued Interest Receivable and Accrued Interest Payable

 

The fair values are equal to the current carrying values.

 

Investment Securities

 

The fair value of investment securities are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1) or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying on the securities’ relationship to other benchmark quoted prices.

 

Loans

 

Fair values are estimated for categories of loans with similar financial characteristics. Loans were segregated by type such as Commercial and Industrial, Commercial and Residential Real Estate mortgages and Consumer. For estimation purposes, each loan category was further segmented into fixed and adjustable rate interest terms.

 

The fair value of each category of performing loans is calculated by discounting future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

 

Fair value for impaired loans is based on management’s estimate of future cash flows discounted using a rate commensurate with the risk associated with the estimated future cash flows or based on the value of the collateral if repayment is expected solely from collateral. The assumptions used by management are judgmentally determined using information regarding each specific borrower.

 

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Mortgage Servicing Rights

 

The fair value of servicing rights is based on the present value of estimated future cash flows on pools of mortgages stratified by rate and maturity date.

 

Deposits

 

The fair value of deposits with no stated maturity, such as demand deposits, savings accounts and money market accounts, is equal to the amount payable on demand at June 30, 2015 and December 31, 2014.

 

Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on similar term borrowings, to a schedule of aggregated expected monthly maturities on time deposits.

 

Short-Term and Long-Term Borrowings

 

The fair values of short-term borrowings are equal to the current carrying values, and long-term borrowings are estimated using discounted cash flow analyses based on the Corporation’s incremental borrowing rate for similar instruments.

 

Off-Balance Sheet Financial Instruments

 

The fair values for the Corporation’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.

 

NOTE 9EARNINGS PER SHARE

 

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Corporation. Potential common shares that may be issued by the Corporation relate solely to outstanding stock options and are determined using the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share.

 

(In thousands, except earnings per share)  Three Months Ended 
   June 30, 
   2015   2014 
Net income  $2,430   $2,756 
Weighted-average common shares outstanding   5,581    5,532 
Basic earnings per share  $0.44   $0.50 
           
Weighted-average common shares outstanding   5,581    5,532 
Common stock equivalents due to effect of stock options   2    5 
Total weighted-average common shares and equivalents   5,583    5,537 
Diluted earnings per share  $0.44   $0.50 

 

31
 

 

(In thousands, except earnings per share)  Six Months Ended 
   June 30, 
   2015   2014 
Net income  $4,879   $5,054 
Weighted-average common shares outstanding   5,574    5,527 
Basic earnings per share  $0.88   $0.91 
           
Weighted-average common shares outstanding   5,574    5,527 
Common stock equivalents due to effect of stock options   2    5 
Total weighted-average common shares and equivalents   5,576    5,532 
Diluted earnings per share  $0.88   $0.91 

 

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Item 2.     First Keystone Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

This quarterly report contains certain forward-looking statements, which are included pursuant to the “safeharbor” provisions of the Private Securities Litigation Reform Act of 1995, and reflect management’s beliefs and expectations based on information currently available. These forward-looking statements are inherently subject to significant risks and uncertainties, including changes in general economic and financial market conditions, the Corporation’s ability to effectively carry out its business plans and changes in regulatory or legislative requirements. Other factors that could cause or contribute to such differences are changes in competitive conditions, and pending or threatened litigation. Although management believes the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially.

 

CRITICAL ACCOUNTING ESTIMATES

 

The Corporation has chosen accounting policies that it believes are appropriate to accurately and fairly report its operating results and financial position, and the Corporation applies those accounting policies in a consistent manner. The Significant Accounting Policies are summarized in Note 1 to the consolidated financial statements included in the 2014 Annual Report on Form 10-K. There have been no changes to the Critical Accounting Estimates since the Corporation filed its Annual Report on Form 10-K for the year ended December 31, 2014.

 

RESULTS OF OPERATIONS

 

Quarter ended June 30, 2015 compared to quarter ended June 30, 2014

 

First Keystone Corporation realized earnings for the three months ended June 30, 2015 of $2,430,000, a decrease of $326,000, or 11.8% from the second quarter of 2014. The decrease in net income for the three months ended June 30, 2015 was primarily due to a decrease in net investment security gains.

 

On a per share basis, for the three months ended June 30, 2015, net income was $0.44 versus $0.50 in the three months ended June 30, 2014. Cash dividends increased to $0.27 per share up from $0.26 in the first three months ended June 30, 2014, an increase of 3.8%.

 

NET INTEREST INCOME

 

The major source of operating income for the Corporation is net interest income, defined as interest income less interest expense. For the three months ended June 30, 2015, interest income amounted to $7,857,000, an increase of $81,000 or 1.0% from the three months ended June 30, 2014, while interest expense amounted to $1,229,000 for the three months ended June 30, 2015, an increase of $121,000, or 10.9% from the three months ended June 30, 2014. As a result, net interest income decreased $40,000 or 0.6% to $6,628,000 from $6,668,000 for the same period in 2014.

 

The Corporation’s net interest margin for the three months ended June 30, 2015 was 3.25% compared to 3.48% for the same period in 2014. The decrease in net interest margin was a result of the unprecedented continuing low interest rate environment and the Bank’s reliance on short-term and long-term borrowings to support loan growth.

 

PROVISION FOR LOAN LOSSES

 

The provision for loan losses for the quarters ended June 30, 2015 and June 30, 2014 was $213,000 and $200,000, respectively. The increase in the provision for loan losses resulted from the Bank’s analysis of the current loan portfolio, including historic losses, past-due trends, current economic conditions, and other relevant factors. Net charge-offs for the three months ended June 30, 2015 and 2014 were $98,000 and $200,000, respectively. See Allowance for Loan Losses on page 38 for further discussion.

 

33
 

 

NON-INTEREST INCOME

 

Total non-interest income was $1,993,000 for the three months ended June 30, 2015, as compared to $2,518,000 for the same period in 2014, a decrease of $525,000, or 20.8%. Service charges and fee income increased by $29,000 or 7.4%. This increase was primarily the result of an increase in the Bank’s per item overdraft fee and certain other deposit account fees implemented during the second quarter of 2014. The increase in ATM fees and debit card income was primarily driven by the Bank’s new Kasasa rewards checking program which encourages customers to use their debit card more often. Gains on sales of mortgage loans increased $77,000 or 137.5% due to a favorable and stable rate environment for the Bank’s customers.

 

Net gains on sales of investment securities decreased $600,000 to $603,000 for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014. The Bank has taken gains and losses in the portfolio to reduce market risk and protect from further changes in value in the face of increases in long-term interest rates.

 

Excluding net investment securities gains, non-interest income was $1,390,000 for the three months ended June 30, 2015, an increase of $75,000 or 5.7% from the three months ended June 30, 2014.

 

NON-INTEREST EXPENSE

 

Total non-interest expense was $5,396,000 for the three months ended June 30, 2015, as compared to $5,439,000 for the three months ended June 30, 2014. Non-interest expense decreased $43,000 or 0.8%.

 

Expenses associated with employees (salaries and employee benefits) continue to be the largest category of non-interest expense. Salaries and benefits amounted to $2,847,000 or 52.8% of total non-interest expense for the three months ended June 30, 2015, as compared to 51.9% for the three months ended June 30, 2014. Net occupancy, furniture and equipment, and computer expense amounted to $699,000 for the three months ended June 30, 2015, a decrease of $173,000 or 19.8%. The decrease was due to lower software maintenance costs as a result of the outsourcing of the Bank’s core processing system. Pennsylvania shares tax expense increased $32,000 or 20.3% as a result of an increase in total assets and total equity. Data processing expenses increased $22,000 or 13.9% to $180,000 for the three months ended June 30, 2015 as a result of the planned outsourcing of the Bank’s core processing system in 2014 for data security, disaster recovery and system efficiency goals. Foreclosed assets held for resale expense increased $23,000 or 121.1% due to the write down of three foreclosed properties in 2015. Advertising expense decreased $76,000 or 41.5% as compared to the three months ended June 30, 2014. Advertising expense in 2014 included the rollout of the Bank’s new suite of rewards checking products called Kasasa. Other non-interest expense amounted to $872,000 for the three months ended June 30, 2015, an increase of $76,000 or 9.5% as compared to the three months ended June 30, 2014. The increase was due to higher fees for an enhanced internet and mobile banking platform, Kasasa rewards and success fees, and an increase in charitable donations.

 

INCOME TAXES

 

Effective tax planning has helped produce favorable net income. Income tax expense amounted to $582,000 for the three months ended June 30, 2015, as compared to $791,000 for the three months ended June 30, 2014, a decrease of $209,000. The effective total income tax rate was 19.3% for the second quarter of 2015 as compared to 22.3% for the second quarter of 2014. The decrease in the effective tax rate was due to a net increase in tax-exempt interest earned from investments in and loans to state and local units of government, and a decrease in net gains on sales of investment securities.

 

Six months ended June 30, 2015 compared to six months ended June 30, 2014

 

First Keystone Corporation realized earnings for the six months ended June 30, 2015 of $4,879,000, a decrease of $175,000, or 3.5% from the six months ended June 30, 2014. The decrease in net income for the six months ended June 30, 2015 was primarily due to a decrease in net investment securities gains.

 

On a per share basis, for the six months ended June 30, 2015, net income was $0.88 versus $0.91 in the six months ended June 30, 2014. Cash dividends increased to $0.54 per share up from $0.52 in the first six months ended June 30, 2014, an increase of 3.8%.

 

34
 

 

NET INTEREST INCOME

 

The major source of operating income for the Corporation is net interest income, defined as interest income less interest expense. For the first six months of 2015, interest income amounted to $15,766,000, an increase of $357,000 or 2.3% from the first six months of 2014, while interest expense amounted to $2,421,000 for the six months ended June 30, 2015, an increase of $188,000, or 8.4% from the six months ended June 30, 2014. As a result, net interest income increased $169,000 or 1.3% to $13,345,000 from $13,176,000 for the same period in 2014.

 

The Corporation’s net interest margin for the six months ended June 30, 2015 was 3.29% compared to 3.48% for the same period in 2014. The decrease in net interest margin was a result of the unprecedented continuing low interest rate environment and the Bank’s reliance on short-term and long-term borrowings to support loan growth.

 

PROVISION FOR LOAN LOSSES

 

The provision for loan losses for the six months ended June 30, 2015 and June 30, 2014 was $425,000 and $333,000, respectively. The increase in the provision for loan losses resulted from the Bank’s analysis of the current loan portfolio, including historic losses, past-due trends, current economic conditions, and other relevant factors. Net charge-offs for the six months ended June 30, 2015 and 2014 were $215,000 and $375,000, respectively. See Allowance for Loan Losses on page 38 for further discussion.

 

NON-INTEREST INCOME

 

Total non-interest income was $3,850,000 for the six months ended June 30, 2015, as compared to $4,233,000 for the same period in 2014, a decrease of $383,000, or 9.0%. Service charges and fee income increased by $111,000 or 15.6%. This increase was primarily the result of an increase in the Bank’s per item overdraft fee and certain other deposit account fees implemented during the second quarter of 2014. The increase in ATM fees and debit card income was primarily driven by the Bank’s new Kasasa rewards checking program which encourages customers to use their debit card more often. Gains on sales of mortgage loans increased $234,000 or 292.5% due to a favorable and stable rate environment for the Bank’s customers.

 

Net gains on sales of investment securities decreased $705,000 to $1,095,000 for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014. The Bank has taken gains and losses in the portfolio to reduce market risk and protect from further changes in value in the face of increases in long-term interest rates.

 

Excluding net investment securities gains, non-interest income was $2,755,000 for the six months ended June 30, 2015, an increase of $322,000 or 13.2% from the six months ended June 30, 2014.

 

NON-INTEREST EXPENSE

 

Total non-interest expense was $10,679,000 for the six months ended June 30, 2015, as compared to $10,691,000 for the six months ended June 30, 2014. Non-interest expense decreased $12,000 or 0.1%.

 

Expenses associated with employees (salaries and employee benefits) continue to be the largest category of non-interest expense. Salaries and benefits amounted to $5,691,000 or 53.3% of total non-interest expense for the six months ended June 30, 2015, as compared to 52.8% for the six months ended June 30, 2014. Net occupancy, furniture and equipment, and computer expense amounted to $1,548,000 for the six months ended June 30, 2015, a decrease of $197,000 or 11.3%. The decrease was due to lower software maintenance costs as a result of the outsourcing of the Bank’s core processing system. Pennsylvania shares tax expense increased $49,000 or 15.5% as a result of an increase in total assets and total equity. Data processing expenses increased $145,000 or 74.0% to $341,000 for the six months ended June 30, 2015 as a result of the planned outsourcing of the Bank’s core processing system in 2014 for data security, disaster recovery and system efficiency goals. Foreclosed assets held for resale expense decreased $73,000 or 59.8% due to the sales of several foreclosed properties in 2014. Advertising expense decreased $128,000 or 41.6% as compared to the second quarter of 2014 as a result of the rollout of the Bank’s new suite of rewards checking products called Kasasa in February 2014.

 

35
 

 

INCOME TAXES

 

Effective tax planning has helped produce favorable net income. Income tax expense amounted to $1,212,000 for the six months ended June 30, 2015, as compared to $1,331,000 for the six months ended June 30, 2014, a decrease of $119,000. The effective total income tax rate was 19.9% for the six months ended June 30, 2015 as compared to 20.8% for the six months ended June 30, 2014. The decrease in the effective tax rate was due to a net increase in tax-exempt interest earned from investments in and loans to state and local units of government, and a decrease in net gains on sales of investment securities.

  

FINANCIAL CONDITION

 

SUMMARY

 

Total assets increased to $936,666,000 as of June 30, 2015, an increase of $24,313,000, or 2.7% from year-end 2014. Total assets as of December 31, 2014 amounted to $912,353,000.

 

Total loans increased $14,711,000 or 3.0%. Loan demand grew in the six months ended June 30, 2015 as the Bank has seen an increase in loan originations, primarily in the commercial and industrial and the commercial real estate categories.

 

Total deposits increased $4,539,000 or 0.7% to $666,101,000 as of June 30, 2015.

 

The Corporation continues to maintain and manage its asset growth. The Corporation’s strong equity capital position provides an opportunity to further leverage its asset growth. Total borrowings increased in the first six months of 2015 by $20,286,000 to $158,748,000 from $138,462,000 as of December 31, 2014. Borrowings increased to support increased loan balances.

 

Total stockholders’ equity decreased to $106,154,000 at June 30, 2015, a decrease of $117,000 or 0.1% from December 31, 2014.

 

SEGMENT REPORTING

 

Currently, management measures the performance and allocates the resources of the Corporation as a single segment.

 

EARNING ASSETS

 

Earning assets are defined as those assets that produce interest income. By maintaining a healthy asset utilization rate, i.e., the volume of earning assets as a percentage of total assets, the Corporation maximizes income. The earning asset ratio (average interest earning assets divided by average total assets) equaled 92.2% at June 30, 2015, compared to 91.7% at June 30, 2014. This indicates that the management of earning assets is a priority and non-earning assets, primarily cash and due from banks, fixed assets and other assets, are maintained at minimal levels. The primary earning assets are loans and investment securities.

 

Our primary earning asset, total loans, increased to $502,172,000 as of June 30, 2015, up $14,711,000, or 3.0% since year-end 2014. The loan portfolio continues to be diversified. Overall asset quality has remained consistent with non-performing assets increasing slightly since year-end 2014. Total non-performing assets were $3,874,000 as of June 30, 2015, a decrease of $165,000, or 4.1% from $4,039,000 reported in non-performing assets as of December 31, 2014. Total allowance for loan losses to total non-performing assets was 170.4% as of June 30, 2015 and 158.2% at December 31, 2014.

 

In addition to loans, another primary earning asset is our overall investment portfolio, which increased in size from December 31, 2014, to June 30, 2015. Available-for-sale securities amounted to $355,046,000 as of June 30, 2015, an increase of $7,380,000 from year-end 2014.

 

Interest-bearing deposits in other banks decreased as of June 30, 2015, to $331,000 from $424,000 at year-end 2014. Time deposits with other banks were $1,482,000 at June 30, 2015 and December 31, 2014.

 

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LOANS

 

Total loans increased to $502,172,000 as of June 30, 2015 as compared to $487,461,000 as of December 31, 2014. The table on page 17 provides data relating to the composition of the Corporation’s loan portfolio on the dates indicated. Total loans increased by $14,711,000 or 3.0%.

 

Increasing demand for borrowing by businesses accounted for the 3.0% increase in the loan portfolio from December 31, 2014 to June 30, 2015. The Commercial and Industrial portfolio increased $13,421,000 to $78,077,000 as of June 30, 2015 as compared to $64,656,000 as of December 31, 2014. The increase in the Commercial and Industrial portfolio (which includes tax-free Commercial and Industrial loans) was attributed to new loan originations totaling $17,890,000, which were offset by loan payoffs of $2,177,000, as well as regular principal payments. The Commercial Real Estate portfolio (which includes tax-free Commercial Real Estate loans) increased $2,262,000 to $256,184,000 as of June 30, 2015, as compared to $253,922,000 at December 31, 2014. The increase was mainly attributed to new loan originations totaling $17,663,000, which were offset by loan payoffs of $5,256,000, combined with regular principal payments and typical amortizations in the loan portfolio. The Residential Real Estate portfolio decreased $1,090,000 to $162,463,000 as of June 30, 2015, as compared to $163,553,000 at December 31, 2014. The decrease was the result of new loan originations totaling $11,847,000 offset against payoffs of $7,684,000 and net loans sold of $3,445,000 combined with regular principal payments. Net loans sold in the Residential Real Estate portfolio for the six months ended June 30, 2015 consisted of total loans sold during the six months ended June 30, 2015 of $10,765,000 offset with loans opened and sold in the same quarter during any quarter of 2015 which amounted to $7,320,000. The Corporation continued to originate and sell certain long-term fixed rate residential mortgage loans which conform to secondary market requirements. The Corporation derives ongoing income from the servicing of mortgages sold in the secondary market. The Corporation continues its efforts to lend to creditworthy borrowers despite the continued slow economic conditions.

 

Management believes that the loan portfolio is well diversified. The total commercial portfolio was $334,261,000. Of the total commercial portfolio, $256,184,000 or 51.0% of total loans is secured by commercial real estate.

 

The largest relationship is comprised of various real estate entities with a mutual owner who began real estate investment and development activities in 1989. The relationship had outstanding loan balances and unused commitments of $9,009,000 at June 30, 2015. The individual owns a diverse mix of real estate entities which specialize in construction/development projects, leasing of commercial office space, and rental of multi-tenant residential units. This relationship is comprised of $8,009,000 in long term debt and a $1,000,000 line of credit. The relationship is well secured by first lien mortgages on income producing commercial and residential real estate, plus assignment of governmental leases and collateral pledge of cash accounts and marketable securities.

 

The second largest relationship consists of a real estate development/holding company that was established in 2006 to construct a multi-tenant medical complex, as well as the medical-related entities that operate out of the complex. The relationship had outstanding loan balances and unused commitments of $8,759,000 at June 30, 2015. The debt is comprised of $8,041,000 in term debt, $450,000 in lines of credit, and $268,000 in available credit on a real estate term loan. The relationship is secured by commercial real estate and business assets, as well as the assignment of leases and a life insurance policy.

 

The third largest relationship consists of a hotel management company that has been in operation since 1987 and successfully owns and operates seven hotels. At June 30, 2015, the relationship consisted of outstanding loan balances and unused commitments totaling $8,686,000. The debt is comprised of $6,861,000 in long term debt and $1,825,000 in available credit on two real estate term loans. The relationship is secured by commercial real estate and business assets, as well as the assignment of leases and a life insurance policy.

 

The fourth largest relationship consists of a municipality founded in 1816 consisting of 35 square miles. The township completed a major expansion of its central sewage system in late 2012 due to increasing population growth among residential users and the addition of a large volume of business users, including pharmaceutical companies and recreational waterparks. The expansion was funded by grants, bond issues, and bank debt. At June 30, 2015, the relationship had outstanding balances and unused commitments of $8,521,000, which consisted entirely of term debt. The loans are secured by project receivables and the full faith, credit, and taxing power of the township.

 

The fifth largest relationship is comprised of multiple first and second lien mortgages relating to the purchase and improvements of several existing hotels. The principal and related owners/guarantors have extensive experience in the hotel industry, owning and operating hotels in various states for over twenty-five years. At June 30, 2015, the relationship had outstanding loan balances and unused commitments of $8,100,000. The debt is comprised of $8,095,000 in long term debt and a $5,000 line of credit. The loans are secured by commercial real estate and business assets.

 

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Each of the relationships is located within the Corporation’s market area.

 

All of the loans are performing as agreed. The property securing each of the loans was appraised at the time the loan was originated. Appraisals are ordered independently of the loan approval process from appraisers on an approved list. All appraisals are reviewed internally for conformity with accepted standards of the Bank.

 

All loan relationships in excess of $1,500,000 are reviewed internally and through an external loan review process on an annual basis. Such review is based upon analysis of current financial statements of the borrower, co-borrowers/guarantors, payment history, and economic conditions.

 

Overall, the portfolio risk profile as measured by loan grade is considered low risk, as $479,957,000 or 95.6% of total loans are graded Pass; $3,790,000 or 0.8% are graded Special Mention; $17,871,000 or 3.6% are graded Substandard; and $0 are graded Doubtful. The rating is intended to represent the best assessment of risk available at a given point in time, based upon a review of the borrower’s financial statements, credit analysis, payment history with the Bank, credit history and lender knowledge of the borrower. See Note 4 — Loans and Allowance for Loan Losses for risk grading tables.

 

Overall, non-pass grades increased to $21,661,000 at June 30, 2015, as compared to $18,738,000 at December 31, 2014. Commercial and Industrial non-pass grades increased to $230,000 as of June 30, 2015 as compared to $68,000 as of December 31, 2014. Commercial Real Estate non-pass grades increased to $19,218,000 as of June 30, 2015 as compared to $16,480,000 as of December 31, 2014. The Residential Real Estate and Consumer loan non-pass grades increased to $2,213,000 as of June 30, 2015 as compared to $2,190,000 as of December 31, 2014.

 

The increase in Commercial Real Estate non-pass grades was mainly the result of the downgrade of five loans. Three loans totaling $2,864,000 are with a corporation that operates a licensed nursing/long-term care facility. A decline in nursing home residents has led to decreased revenues and increased operating losses. However, despite the circumstances, the borrower continues to perform. One loan in the amount of $280,000 is with a single individual that owns and operates an agricultural hydroponic greenhouse. Declining business and weak cash flows have resulted in operating losses. Despite these losses, the borrower continues to perform. One loan in the amount of $39,000 is to a limited liability company for the purchase of a single unit residential property. The borrowers have experienced a significant reduction to annual income and may experience difficulties in making future payments on the loan.

 

The Corporation continues to internally underwrite each of its loans to comply with prescribed policies and approval levels established by its Board of Directors.

 

Total Loans

 

(Dollars in thousands)  June 30,   December 31, 
   2015   2014 
Commercial and Industrial  $78,077   $64,656 
Commercial Real Estate   256,184    253,922 
Residential Real Estate   162,463    163,553 
Consumer   5,448    5,330 
Total loans  $502,172   $487,461 

 

ALLOWANCE FOR LOAN LOSSES

 

The allowance for loan losses constitutes the amount available to absorb losses within the loan portfolio. As of June 30, 2015, the allowance for loan losses was $6,600,000 as compared to $6,390,000 as of December 31, 2014. The allowance for loan losses is established through a provision for loan losses charged to expenses. Loans are charged against the allowance for possible loan losses when management believes that the collectability of the principal is unlikely. The risk characteristics of the loan portfolio are managed through the various control processes, including credit evaluations of individual borrowers, periodic reviews, and diversification by industry. Risk is further mitigated through the application of lending procedures such as the holding of adequate collateral and the establishment of contractual guarantees.

 

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Management performs a quarterly analysis to determine the adequacy of the allowance for loan losses. The methodology in determining adequacy incorporates specific and general allocations together with a risk/loss analysis on various segments of the portfolio according to an internal loan review process. This assessment results in an allocated allowance. Management maintains its loan review and loan classification standards consistent with those of its regulatory supervisory authority.

 

Management considers, based upon its methodology, that the allowance for loan losses is adequate to cover foreseeable future losses. However, there can be no assurance that the allowance for loan losses will be adequate to cover significant losses, if any, that might be incurred in the future.

 

The Analysis of Allowance for Loan Losses table contains an analysis of the allowance for loan losses indicating charge-offs and recoveries for the six month periods ended June 30, 2015 and 2014. For the first six months of 2015, net charge-offs as a percentage of average loans was 0.04% as compared to 0.08% for the six month period ended June 30, 2014. Net charge-offs amounted to $215,000 for the first six months of 2015 as compared to $375,000 for the six months of 2014. The decrease in net charge-offs in the first six months of 2015 as compared to the first six months of 2014 related primarily to decreased charge-offs in Commercial and Residential Real Estate loans. During the first six months of 2015, $245,000 in Commercial and Residential Real Estate loans were charged off as compared to $411,000 for the first six months of 2014.

 

For the first six months of 2015, the provision for loan losses was $425,000 as compared to $333,000 for the first six months of 2014. The provision, net of charge-offs and recoveries, increased the quarter end Allowance for Loan Losses to $6,600,000 of which 10.7% was attributed to the Commercial and Industrial component; 47.6% attributed to the Commercial Real Estate component; 28.3% attributed to the Residential Real Estate component (primarily residential mortgages); 1.3% attributed to the Consumer component; and 12.1% being the unallocated component (refer to the activity in Note 4 – Loans and Allowance for Loan Losses on page 12). The Corporation determined that the provision for loan losses made during the current quarter was sufficient to maintain the allowance for loan losses at a level necessary for the probable losses inherent in the loan portfolio as of June 30, 2015.

 

Analysis of Allowance for Loan Losses

 

(Dollars in thousands)  June 30,   June 30, 
   2015   2014 
Balance at beginning of the six month period  $6,390   $6,519 
Charge-offs:          
Commercial and Industrial   2    7 
Commercial Real Estate   137    237 
Residential Real Estate   108    174 
Consumer   15    15 
    262    433 
Recoveries:          
Commercial and Industrial   3    21