Item 1. Business
Organizational History and Subsidiaries
Citizens Financial Corp., ("Citizens" or the “company"), is a $283 million bank holding company providing retail and commercial banking services primarily in central and eastern West Virginia. Citizens was incorporated in the State of Delaware in 1986 and is the parent company and sole owner of Citizens National Bank of Elkins (the “bank”).
The bank was organized in West Virginia in 1923, received approval of the Comptroller of the Currency in 1924, and has continuously operated as a national bank headquartered in Elkins, West Virginia since that time. In 1987, the stockholders of the bank approved an Agreement and Plan of Reorganization whereby the bank became a wholly-owned subsidiary of Citizens Financial Corp. Since its formation, the bank has expanded to a six branch network by acquiring the Tucker County Bank in Parsons, West Virginia in 1984 and the Petersburg, West Virginia office of South Branch Valley National Bank in 2000. It also opened branch offices in Beverly, West Virginia in 1992, in Slatyfork, West Virginia in 2000, and in Marlinton, West Virginia in 2002.
Business of Citizens and Subsidiary
As a bank holding company, Citizens’ operations have been limited to the ownership of its subsidiary. To date, it has not sought to conduct any other form of permitted business activity, nor are there any current plans to do so.
Citizens National Bank, however, provides a wide range of retail and commercial banking services including demand, savings and time deposits; residential, consumer and commercial loans; letters of credit; safe deposit and wire transfer services; and ATM, telebanking and internet banking services. In addition, the bank operates a trust department and has formed relationships which allow it to provide brokerage and financial planning services as well as fixed rate residential mortgages.
In competing with other financial service providers, the bank utilizes selective pricing and marketing strategies but primarily relies on developing personal relationships with customers and providing superior customer service. The bank is heavily involved in local charitable, civic, educational and community development efforts and prides itself on being a responsible corporate citizen.
Lending Activities
One of the objectives held by the bank’s founders is the granting of loans to creditworthy individuals and businesses, and the bank now provides such services from each of its six offices. In this regard, the bank has developed three primary loan portfolios: real estate, commercial, and consumer. The real estate loan portfolio can be further segmented into four distinct categories: construction, home equity, residential mortgage, and commercial mortgage. Construction loans are typically made for the construction of residential or commercial properties and have short maturity intervals of one year or less. These loans are often times converted to permanent financing and transferred to either the residential or commercial real estate categories. Home equity loans are generally lines of credit issued on residential properties that allow customers to access funds through check writing privileges. Residential mortgage loans are typically made for the purchase or refinancing of single family homes and are usually secured by a first lien deed of trust. In general, these loans do not exceed an 80% loan to value ratio as determined by the use of independent appraisals or evaluations and carry a variable interest rate. Nearly all residential real estate loans are made within the bank’s primary market area, and they tend to be in amounts of under $100,000. Loans, be they for residential real estate or other purposes, which exceed the established lending limit of the loan officer require approval of a superior officer or the directors loan committee. Historically, we have not experienced significant losses in this area, and these loans are viewed among the least risky made by the bank. However, recent events surrounding the national housing market and the economic recession may increase the risk within this type of lending. In addition, these loans, particularly those with larger balances, are subject to periodic review by the bank’s loan review function.
Commercial real estate loans consist of commercial mortgages which are generally secured by nonresidential and multifamily (five or more) residential properties. These loans are typically made to local businesses and are subject to many of the same criteria and controls as residential real estate loans. These loans do tend to be larger than residential real estate loans and usually require approval of the directors’ loan committee as a result. Because of their size and higher degree of risk, these loans are usually subject to more extensive credit analysis prior to being made, require the appraisal of the real property collateral, and are subject to periodic reviews by the bank’s loan review function.
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The commercial loan portfolio consists of loans to local businesses and are secured by liens on accounts receivable, inventory, machinery and equipment, or other business assets. If necessary, personal guarantees of the business owners, key man life insurance, and other forms of collateral are also required although business cash flow represents the primary source of repayment. These loans are subject to the risks of the borrower’s industry. Such industries include auto dealerships, lumbering and lumber related businesses, various tourism and hospitality businesses, and retail and wholesale merchants. Commercial loans are typically among the largest loans made by the bank and are considered to carry a higher level of risk than smaller loans. Underwriting standards require a comprehensive credit analysis, and the appraisal of real property and significant machinery, such as lumbering equipment, held as collateral. We attempt to limit risk by diversifying the commercial loan portfolio within the constraints of our economic market and closely monitoring any concentrations of credit. Periodic credit reviews of commercial loans are performed by the loan review function.
Due to the limited size of our market area as well as the increased competition for home mortgage and auto loans, we also participate in commercial loans in surrounding markets through other community banks similar to ourselves. These loans may be secured by commercial real estate or other business property although the primary source of repayment is from business operations. Because these loans may be outside our primary market area they are subject to extensive analysis including the business and credit history of the borrowers and any guarantors, cash flow and payment abilities, collateral valuations and other pertinent factors. Additional security such as the assignment of life insurance and various loan covenants designed to limit risk are also obtained when necessary. As of December 31, 2007, these loans totaled $27.3 million, or 15.3% of our total loan portfolio.
Consumer loans are made to individuals for the financing of household and personal needs, often the purchase of a car. In such cases, the car is typically held as collateral although the bank does grant unsecured consumer loans usually for small amounts and with significantly higher interest rates than otherwise offered. Cash flow analysis and knowledge of the financial strength and character traits of the borrower are important considerations in granting many consumer loans. When securing consumer loans with cars, the value of the car relative to the loan is a key factor and is determined by auto industry guides. Loan terms on consumer loans are typically three to six years, depending on the type of collateral. Unlike real estate and commercial loans, few consumer loans require loan committee approval or are subject to review by the loan review function. As a result, risk is closely tied to adherence to proper underwriting procedures and the condition of the local economy.
Our credit policies and procedures are updated periodically and approved by the board of directors annually. These policies and procedures are applied uniformly throughout Citizens’ banking network and are designed to ensure credit quality is maintained while meeting the legitimate credit needs of the communities we serve. Adherence to policies is ensured through testing performed by both the internal audit function and compliance officer. Further information on our lending activities may be found in the Management’s Discussion and Analysis portion of this report as well as in the Notes to the accompanying consolidated financial statements.
Investment Activities
Funds not needed to satisfy loan demand or other operational needs are invested in a portfolio of securities designed to improve earnings, provide liquidity, and balance interest sensitivity concerns. Our investment policy is updated periodically and approved by the board of directors annually. This policy limits securities which may be held to those of the U.S. government or its agencies having maturities of less than ten years; bank qualified, investment grade municipal obligations maturing in less than twenty years; investment grade corporate bonds with maturities of five years or less; and mortgage backed obligations of the federal government having a weighted average life of under 10 years. All purchases, sales and calls of securities, together with municipal and corporate holdings of any single issuer which exceed 10% of capital and any holdings with a credit quality below investment grade, are reported to the board of directors monthly.
The investment portfolio is managed by the bank’s chief financial officer who meets with the president on a quarterly basis to discuss investment strategies and related liquidity and interest sensitivity issues. Additional information about the company’s investing activities is contained in the Management’s Discussion and Analysis and in the Notes to the accompanying consolidated financial statements.
Deposit Functions
Our primary source of funding is provided by our deposit base. We offer a variety of deposit products including demand deposits, savings, and time deposits to customers in our market area to satisfy their saving, investing, and retirement needs. We do not solicit or accept out of market or wholesale deposits, nor do we utilize the services of any deposit brokers. As is the case with our lending activities, some selective pricing and marketing strategies are utilized in an effort to attract and retain deposits, but developing strong customer relationships and providing superior customer service remain central to the bank’s success.
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Banking Operations
Operationally, we have centralized administrative and support functions in an attempt to achieve consistency and efficiency. The bank’s main office provides services such as bookkeeping, accounting, loan processing and administration, compliance, marketing, training and development, human resources, and information technology support. Data processing, internal audit, and loan review, while administered through the main office, are provided through third parties who are experts in their fields.
Employees
As of February 28, 2009, Citizens National Bank had a staff of 84 full-time equivalent employees. The bank’s employees are not represented by any union or other collective bargaining agreement and employee relations are believed to be good. Citizens Financial Corp. does not have any paid employees.
Competition
Despite having a generally rural marketplace, Citizens faces a high degree of competition for its services from other banks, savings institutions, credit unions, insurance companies, mutual funds, securities brokers, financial planners, mortgage brokers, credit card companies, and some governmental agencies. We believe our focus on providing superior, personalized services, as well as the ability to offer trust, brokerage, and fixed rate mortgage products, help us prosper within this environment.
We maintain offices in Randolph, Tucker, Grant and Pocahontas Counties, West Virginia where a total of 27 banking offices representing 12 banks are located. As of June 30, 2008, the most recent date data is available, Citizens held a 24.8% share of the $900 million deposit base in those counties.
Technological advances have created new ways to serve customers and new forms of competition. We offer internet banking as a way of reaching customers and meeting competitive demands. Internet banking thus joins our other delivery channels which include telebanking, ATMs and in-person branch delivery.
Economic Characteristics of Citizens’ Marketplace
Citizens serves an area of West Virginia including the counties of Randolph, Tucker, Grant and Pocahontas. This market is a largely rural, mountainous region covering approximately 2,876 square miles with a civilian labor force of 24,480.
The economy of this area typically does not experience highs or lows to the same degree as the national economy and is generally less prosperous than the nation as a whole. Major industries in the area include lumber and wood products, tourism, and poultry operations. Other major sources of employment include public schools, hospitals and other health care providers and various forms of local and state governmental services. As of December, 2008, the unemployment rate in this market was 6.5% compared to 4.4% for West Virginia and 7.1% nationwide. Average annual wages in the area approximate $29,804 which is below both state and national levels. Ongoing roadway improvements are helping to improve access to and transportation within the area and are expected to provide long-term economic benefits. However, the local economy is not expected to undergo significant changes in the short-term.
Supervision and Regulation
The following is a summary of certain statutes and regulations affecting Citizens and its subsidiary and is qualified in its entirety by reference to such statutes and regulations:
Bank Holding Company Regulation
Citizens is a bank holding company under the Bank Holding Company Act of 1956 (“BHCA”), which restricts its activities as well as any acquisition by it of voting stock or assets of any bank, savings association or other company. The holding company is subject to the reporting requirements of, and examination and regulation by, the Federal Reserve Board. The subsidiary bank is subject to restrictions imposed by the Federal Reserve Act on transactions with affiliates, including any loans or extensions of credit to the holding company or its subsidiaries, investments in the stock or other securities thereof and the taking of such stock or securities as collateral for loans to any borrower; the issuance of guarantees, acceptances or letters of credit on behalf of the holding company and its subsidiaries; purchases or sales of securities or other assets; and the payment of money or furnishing of services to the holding company and other subsidiaries. The bank is prohibited from acquiring direct or indirect control of more than 5% of any class of voting stock or substantially all of the assets of any bank holding company without the prior approval of the Federal Reserve Board. Citizens and its subsidiary is prohibited from engaging in certain tying arrangements in connection with extensions of credit and/or the provision of other property or services to a customer by the holding company or its subsidiaries.
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The BHCA also permits Citizens to purchase or redeem its own securities. However, Regulation Y provides that prior notice must be given to the Federal Reserve Board if the gross consideration for such purchase or consideration, when aggregated with the net consideration paid by the company for all such purchases or redemptions during the preceding 12 months, is equal to 10 percent or more of the company’s consolidated net worth. Prior notice is not required if (i) both before and immediately after the redemption, the bank holding company is well-capitalized; (ii) the financial holding company is well-managed; and (iii) the bank holding company is not the subject of any unresolved supervisory issues.
The Gramm-Leach-Bliley Act (also known as the Financial Services Modernization Act of 1999) permits bank holding companies to become financial holding companies. This allows them to affiliate with securities firms and insurance companies and to engage in other activities that are financial in nature. A bank holding company may become a financial holding company if each of its subsidiary banks is well capitalized, is well managed and has at least a satisfactory rating under the Community Reinvestment Act. No regulatory approval will be required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.
The Financial Services Modernization Act defines "financial in nature" to include: securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Federal Reserve Board has determined to be closely related to banking. A bank also may engage, subject to limitations on investment, in activities that are financial in nature, other than insurance underwriting, insurance company portfolio investment, real estate development and real estate investment, through a financial subsidiary of the bank, if the bank is well capitalized, well managed and has at least a satisfactory Community Reinvestment Act rating.
Bank Subsidiary Regulation
Citizens National Bank, as a national banking association, is subject to supervision, examination and regulation by the Office of the Comptroller of the Currency (“OCC”). It is also a member of the Federal Reserve System, and as such is subject to applicable provisions of the Federal Reserve Act and regulations issued thereunder.
The deposits of the bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the extent provided by law. Accordingly, the bank is also subject to regulation by the FDIC. The FDIC may terminate a bank’s deposit insurance upon finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition enacted or imposed by the bank’s regulatory agency.
Capital Requirements
As a bank holding company, Citizens is subject to the Federal Reserve Board’s risk-based capital guidelines. The guidelines establish a systematic framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures into account and minimizes disincentives to holding liquid, low-risk assets. Under the guidelines, bank holding companies must maintain capital sufficient to meet both a risk-based asset ratio test and leverage ratio test on a consolidated basis. The risk-based ratio is determined by allocating assets and specified off-balance-sheet commitments into four weighted categories, with higher levels of capital being required for categories perceived as representing greater risk.
Citizens National Bank is subject to substantially similar capital requirements adopted by its applicable regulatory agencies. In addition, the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) established a regulatory framework which ties the level of supervisory intervention by bank regulatory authorities primarily to a depository institution’s capital category. Among other things, FDICIA authorized regulatory authorities to take “prompt corrective action” with respect to depository institutions that do not meet minimum capital requirements. FDICIA established five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Citizens is well capitalized as detailed in Note 13 to the accompanying consolidated financial statements.
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FDIC Assessments
The FDIC imposes an assessment against all depository institutions for deposit insurance. This assessment is based on the risk category of the institution and, prior to 2009, ranged from five to 43 basis points of an institution’s deposits. On October 7, 2008, as a result of decreases in the reserve ratio of the DIF, the FDIC issued a proposed rule establishing a Restoration Plan for the DIF. The rulemaking proposed that, effective January 1, 2009, assessment rates would increase uniformly by seven basis points for the first quarter 2009 assessment period. The rulemaking proposed to alter the way in which the FDIC’s risk-based assessment system differentiates for risk and set new deposit insurance assessment rates, effective April 1, 2009. Under the proposed rule, the FDIC would first establish an institution’s initial base assessment rate. This initial base assessment rate would range, depending on the risk category of the institution, from 10 to 45 basis points. The FDIC would then adjust the initial base assessment (higher or lower) to obtain the total base assessment rate. The adjustment to the initial base assessment rate would be based upon an institution’s levels of unsecured debt, secured liabilities, and brokered deposits. The total base assessment rate would range from eight to 77.5 basis points of the institution’s deposits. On December 22, 2008, the FDIC published a final rule raising the current deposit insurance assessment rates uniformly for all institutions by seven basis points (to a range from 12 to 50 basis points) for the first quarter of 2009. However, the FDIC approved an extension of the comment period on the parts of the proposed rulemaking that would become effective on April 1, 2009. The FDIC expects to issue a second final rule early in 2009, to be effective April 1, 2009, to change the way that the FDIC’s assessment differentiates for risk and to set new assessment rates beginning with the second quarter of 2009. On February 27, 2009, the FDIC proposed an emergency assessment charged to all financial institutions of 0.20% of insured deposits as of June 30, 2009, payable on September 30, 2009. In March of 2009, the FDIC reduced the amount of the proposed assessment to 0.10% of insured deposits as of June 30, 2009.
Troubled Asset Relief Program - Capital Purchase Program
On October 3, 2008, the Federal government enacted the Emergency Economic Stabilization Act of 2008 (“EESA”). EESA was enacted to provide liquidity to the U.S. financial system and lessen the impact of looming economic problems. The EESA included broad authority. The centerpiece of the EESA is the Troubled Asset Relief Program (“TARP”). EESA’s broad authority was interpreted to allow the U.S. Treasury to purchase equity interests in both healthy and troubled financial institutions. The equity purchase program is commonly referred to as the Capital Purchase Program (“CPP”). The company does not plan to participate in the CPP at this time, as the company’s capital levels continue to exceed the requirements to be considered well-capitalized.
America Recovery and Reinvestment Act of 2009
On February 17, 2009, President Obama signed into law the American Recovery and Reinvestment Act of 2009 (“ARRA”), more commonly known as the economic stimulus or economic recovery package. ARRA includes a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy, health, and education needs. In addition, ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients that are in addition to those previously announced by the U.S. Treasury, until the institution has repaid the U.S. Treasury, which is now permitted under ARRA without penalty and without the need to raise new capital, subject to the U.S. Treasury’s consultation with the recipient’s appropriate regulatory agency.
Future Legislation
Various other legislative and regulatory initiatives, including proposals to overhaul the banking regulatory system and to limit the investments that a depository institution may make with insured funds, are from time to time introduced in Congress and state legislatures, as well as regulatory agencies. Such legislation may change banking statutes and the operating environment of the company and the bank in substantial and unpredictable ways, and could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance depending upon whether any of this potential legislation will be enacted, and if enacted, the effect that it or any implementing regulations, would have on the financial condition or results of operations of the company or the bank. With the recent enactments of EESA and ARRA, the nature and extent of future legislative and regulatory changes affecting financial institutions is very unpredictable at this time. The company cannot determine the ultimate effect that such potential legislation, if enacted, would have upon its financial condition or operations.
Federal and State Laws
Citizens National Bank is subject to regulatory oversight under various consumer protection and fair lending laws. These laws govern, among other things, truth-in-lending disclosure, equal credit opportunity, fair credit reporting and community reinvestment. Failure to abide by federal laws and regulations governing community reinvestment could limit the ability of a bank to open a new branch or engage in a merger transaction. Community reinvestment regulations evaluate how well and to what extent a bank lends and invests in its designated service area, with particular emphasis on low-to-moderate income communities and borrowers in such areas.
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Monetary Policy and Economic Conditions
The business of financial institutions is affected not only by general economic conditions, but also by the policies of various governmental regulatory agencies, including the Federal Reserve Board. The Federal Reserve Board regulates money and credit conditions and interest rates to influence general economic conditions primarily through open market operations in U.S. government securities, changes in the discount rate on bank borrowings and changes in the reserve requirements against depository institutions' deposits. These policies and regulations significantly affect the overall growth and distribution of loans, investments and deposits, and the interest rates charged on loans, as well as the interest rates paid on deposits.
The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to have significant effects in the future. In view of the changing conditions in the economy and the money markets and the activities of monetary and fiscal authorities, we cannot definitely predict future changes in interest rates, credit availability or deposit levels.
Effect of Environmental Regulation
Citizens National Bank’s primary exposure to environmental risk is through its lending activities. In cases when management believes environmental risk potentially exists, the bank mitigates its environmental risk exposures by requiring environmental site assessments at the time of loan origination to confirm collateral quality as to commercial real estate parcels posing higher than normal potential for environmental impact, as determined by reference to present and past uses of the subject property and adjacent sites. Environmental assessments are typically required prior to any foreclosure activity involving non-residential real estate collateral.
With regard to residential real estate lending, management reviews those loans with inherent environmental risk on an individual basis and makes decisions based on the dollar amount of the loan and the materiality of the specific credit.
We anticipate no material effect on capital expenditures, earnings or competitive position as a result of compliance with federal, state or local environmental protection laws or regulations.
International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (USA Patriot Act)
The International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Patriot Act”) was adopted in response to the September 11, 2001 terrorist attacks. The Patriot Act provides law enforcement with greater powers to investigate terrorism and prevent future terrorist acts. Among the broad-reaching provisions contained in the Patriot Act are several designed to deter terrorists’ ability to launder money in the United States and provide law enforcement with additional powers to investigate how terrorists and terrorist organizations are financed. The Patriot Act creates additional requirements for banks, which were already subject to similar regulations. The Patriot Act authorizes the Secretary of the Treasury to require financial institutions to take certain “special measures” when the Secretary suspects that certain transactions or accounts are related to money laundering. These special measures may be ordered when the Secretary suspects that a jurisdiction outside of the United States, a financial institution operating outside of the United States, a class of transactions involving a jurisdiction outside of the United States or certain types of accounts are of “primary money laundering concern.” The special measures include the following: (a) require financial institutions to keep records and report on the transactions or accounts at issue; (b) require financial institutions to obtain and retain information related to the beneficial ownership of any account opened or maintained by foreign persons; (c) require financial institutions to identify each customer who is permitted to use a payable-through or correspondent account and obtain certain information from each customer permitted to use the account; and (d) prohibit or impose conditions on the opening or maintaining of correspondent or payable-through accounts.
Sarbanes-Oxley
On July 30, 2002, the Senate and the House of Representatives of the United States enacted the Sarbanes-Oxley Act of 2002, a law that addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information.
Effective August 29, 2002, as directed by Section 302(a) of Sarbanes-Oxley, Citizens’ chief executive officer and chief financial officer are each required to certify that Citizens’ Quarterly and Annual Reports do not contain any untrue statement of a material fact. The rules have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of Citizens’ internal controls; they have made certain disclosures to Citizens’ auditors and the audit committee of the Board of Directors about Citizens’ internal controls; and they have included information in Citizens’ Quarterly and Annual Reports about their evaluation and whether there have been significant changes in Citizens’ internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation. In 2007, additional regulations under Section 404 of Sarbanes-Oxley became applicable to Citizens. In response to Section 404, management assesses the company’s system of internal control over financial reporting in order to determine whether the system is effective and that it meets the criteria of the Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on current information, we expect that in 2009, Section 404 will require that our independent auditors also provide an attestation on management’s assertion of internal control over financial reporting.
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Item 2.
Item 2. Properties
We provide services from offices owned by the bank including its approximately 16,940 square foot main office located at 213 Third Street, Elkins, West Virginia. In addition, the bank owns a drive-in facility directly across from its main office on Third Street and it has owned and operated a 5,000 square foot full service branch in Parsons, West Virginia since 1984. In 1992, a branch facility was opened in Beverly, West Virginia which contains approximately 1,840 square feet. This facility, which is also owned, provides drive-in and ATM service in addition to traditional deposit and teller services. Loan services were recently established at this location in November 2007. During 2000 the bank acquired and opened a full service facility in Petersburg, West Virginia. That facility was expanded in 2004 to 2,980 square feet. We also constructed a full service facility in Slatyfork, West Virginia containing 3,200 square feet in 2000. All of these facilities are fully utilized for banking purposes except the Parsons branch which leases approximately 800 square feet to a cable television company.
In January 2002, the bank opened a full-service branch located in leased space within a supermarket in Marlinton, West Virginia. In 2004, we completed the construction of a 3,500 square foot free-standing branch in Marlinton and which allowed us to exit the supermarket facility.
The bank also owns two properties which adjoin its main office for future expansion. In 2006, a parking lot was constructed on one such property. A portion of the office space in the other property is leased to tenants, while we also use a section of the building for storage and office space. In 2004 we purchased a property adjacent to our Beverly branch as a means of both maintaining our own property value and providing for expansion needs. This facility was occupied by a tenant until 2008. This facility is currently vacant.
Citizens Financial Corp. does not own or lease any property. To date Citizens has utilized the bank's facilities and has not occupied more than a minimal amount of space. No compensation is paid to the bank in any way for such usage as it is deemed to be insignificant.
Item 3.
Item 3. Legal Proceedings
As of December 31, 2008 Citizens Financial Corp. was not involved in any material legal proceedings. The bank is involved in various legal proceedings which occur in the normal course of business, however. After consultation with legal counsel, we believe that all such litigation will be resolved without materially affecting the company’s financial position or results of operations. In addition, there are no material proceedings known to be threatened or contemplated against the company or its subsidiaries.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders of Citizens Financial Corp. during the fourth quarter of 2008.
Part II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Historically, the stock of Citizens Financial Corp. has traded only sporadically. The stock is traded on the over the counter bulletin board system, and a number of brokerage firms provide an efficient and orderly market for transactions involving its shares. There are no further plans, understandings, arrangements or agreements to list the stock on any larger exchanges at this time.
Citizens has only one class of stock, that being common stock, and all voting rights are vested in its holders. The shareholders of Citizens are entitled to one vote for each share of common stock owned on all matters subject to a vote of shareholders. At February 28, 2009 shareholders of record numbered approximately 460. The company has no plans to issue any other forms of capital.
On March 7, 2006, Citizens board of directors declared a stock split which was paid on April 14, 2006, in the form of a 200% stock dividend to shareholders of record April 3, 2006. The primary reason for doing so was to reduce the share price of the stock in an effort to improve its liquidity. Citizens stock, which is neither widely held nor widely traded, is an over the counter bulletin board stock with the symbol CIWV.OB. Distribution of this stock dividend required the use of all authorized shares. On April 22, 2006, the shareholders authorized an additional 2,250,000 shares for future use.
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Citizens maintains a policy under which it may repurchase shares of its own stock, subject to certain limitations, when the Board of Directors determines it is in the best interest of the company to do so. Such shares are purchased on the open market through independent brokers. At both December 31, 2008 and 2007, the company had repurchased 420,496 shares. The purchase of these shares has not had a material impact on either capital or liquidity. No plans currently exist regarding their use and there are no plans regarding future purchases.
The following table presents the high and low market prices for Citizens' common stock for the periods indicated.
The prices listed above are based upon information available to management through those brokers which deal in the company’s stock as well as through certain internet quotation services and are believed to accurately represent the amount at which its stock was traded during the periods indicated. Prices reflect amounts paid by purchasers of the stock and, therefore, may include commissions or fees paid to brokers. The amounts of such commissions or fees, if any, are not known to management. No attempt was made by management to ascertain the prices for every sale made during these periods.
Citizens shareholders are entitled to receive dividends when and as declared by its Board of Directors. Dividends are typically paid quarterly. Aggregate dividends were $0.40 per share in 2008 and $0.48 per share in 2007. Payment of dividends by Citizens is dependent upon payment of dividends to it by the subsidiary bank. The ability of the bank to pay dividends is subject to certain limitations imposed by national banking laws as outlined in Note 13 to the accompanying consolidated financial statements.
No shares of Citizens stock have been authorized for issuance under any type of equity compensation plan. In addition, at no time during the last three years have we sold any Citizens stock which was not registered under the Securities Act of 1933.
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The following table provides information with respect to Citizens’ purchases of its own common stock during the fourth quarter of the fiscal year. All such purchases were made under a general policy, noted earlier, permitting the Board of Directors to make such purchases when it is believed to be in the best interest of the company to do so and not as part of any publicly announced plan or program.
ISSUER PURCHASES OF EQUITY SECURITIES
Additional information required under Securities Act Industry Guide 3 for Bank Holding Companies follows:
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Distribution of Assets, Liabilities & Shareholders' Equity;
Interest Rates and Interest Differential
(1) Yields on tax-exempt holdings are expressed on a tax equivalent basis using a 34% tax rate.
(2) For the purpose of these computations, nonaccruing loans are included in the amounts of average loans outstanding.
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Rate Volume Analysis
The following table sets forth a summary on the changes in interest earned and interest expense detailing the amounts attributable to (i) changes in volume (change in the average volume times the prior year's average rate), (ii) changes in rate (change in the average rate times the prior year's average volume). The changes in rate/volume (change in the average volume times the change in the average rate), has been allocated to the changes in volume and changes in rate in proportion to the relationship of the absolute dollar amounts of the change in each.
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Securities Portfolio
Presentation of the amortized cost of securities as of December 31, 2008 and 2007 may be found in Note 3 to the accompanying consolidated financial statements.
The following table sets forth the maturities of securities as of December 31, 2008 and the weighted average yields of such securities (calculated on the as is of the amortized cost and effective yields weighted for the scheduled maturity of each security).
The portfolio contains no securities of any single issuer in which the aggregate amortized cost of such securities exceeds ten percent of shareholders' equity.
(1) Tax-equivalent adjustments, using a rate of 34%, have been made in calculating yields on obligations of state and political subdivisions.
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Loan Portfolio
Types of Loans
The distribution of loans by major category for each of the last five fiscal year ends are provided below. All loans in the portfolio are domestic in nature.
Loan Maturities and Interest Rate Sensitivity
Note 4 to the accompanying consolidated financial statements also provides data concerning the contractual maturities of loans, including commercial, financial and agricultural loans as well as real estate construction loans, as of December 31, 2008. Also provided are the amounts due after one year classified as fixed rate and variable rate loans.
Risk Elements
Nonperforming Loans
The table below presents our nonperforming loan data for each of the last five fiscal year ends:
Potential Problem Loans
As stated in Note 5 to the accompanying consolidated financial statements, impaired loans totaled $4,997,217 and $4,037,521 at December 31, 2008 and 2007. These loans were classified as impaired due to doubts about the borrower’s ability to repay as called for in the loan documents. Additional information regarding these loans may also be found in Note 5
Loan Concentrations
Information concerning loan concentrations is provided in Note 4 to the accompanying consolidated financial statements.
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Summary of Loan Loss Experience
The following table provides an analysis of our allowance for loan losses for each of the last five fiscal year ends.
The amount charged to the provision for loan losses and the related balance in the allowance for loan losses is based upon periodic evaluations of the loan portfolio by management. These evaluations consider several factors including, but not limited to, its analysis of overall loan quality, changes in the mix and size of the loan portfolio, previous loss experience, general economic conditions and information about specific borrowers.
The following tables provide an allocation of the allowance for loan losses for each of the last five year ends as well as the percent of loans in each category to total loans.
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Deposits
The average daily amount of deposits and the rates paid on those deposits for the years ended December 31, 2008, 2007 and 2006 were previously presented in the Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential.
A table summarizing the maturities of time certificates of deposit, including individual retirement accounts, of $100,000 or more as of December 31, 2008 may be found in Note 7 to the accompanying consolidated financial statements. There were no other time deposits of $100,000 or more at that date.
Return on Equity and Assets
The following table shows consolidated operating and capital ratios for the periods indicated.
Short-term Borrowing
Information concerning the company's short-term borrowings is presented in Note 11 to the accompanying consolidated financial statements.
Disclosure of Contractual Obligations
The following table provides information regarding the contractual obligations of Citizens Financial Corp. at December 31, 2008:
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
The following discussion and analysis present the significant changes in financial condition and results of operations of Citizens Financial Corp. and our subsidiary, Citizens National Bank of Elkins, for the periods indicated. It should be read in conjunction with the consolidated financial statements and accompanying notes thereto, which are included elsewhere in this report.
Description of Business
Citizens Financial Corp. is a $283 million Delaware corporation headquartered in Elkins, West Virginia. From there, our wholly-owned subsidiary, Citizens National Bank of Elkins, provides loan, deposit, trust, brokerage and other banking and related services to customers in northcentral and eastern West Virginia and nearby areas through six branch offices. We conduct no business other than the ownership of our bank subsidiary.
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FORWARD LOOKING STATEMENTS
This report contains forward looking statements which reflect our current expectations based on information available to us. These forward looking statements involve uncertainties related to the general economic conditions in our nation and other broad based issues such as interest rates and regulations, as well as to other factors which may be more specific to our own operations. Examples of such factors may include our ability to attract and retain key personnel, implementing new technological systems, providing new products to meet changing customer and competitive demands, our ability to successfully manage growth strategies, controlling costs, maintaining our net interest margin, maintaining good credit quality, and others including those set forth in the risk factor section of this report. Forward looking statements can be identified by words such as “may”, “will”, “expect”, “anticipate”, “believe”, “estimate”, “plans”, “intends”, or similar words. We do not attempt to update any forward looking statements. When provided, we intend forward looking information to assist readers in understanding anticipated future operations and we include them pursuant to applicable safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in our forward looking statements are reasonable, actual results could differ materially.
CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles and follow general practices within the financial services industry. Application of these principles requires us to make estimates, assumptions, and judgments that affect the amounts reported in our financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements and could change as new information becomes available. Consequently, later financial statements could reflect different estimates, assumptions, and judgments.
Some policies rely more heavily on the use of estimates, assumptions, and judgments than others and, therefore, have a greater possibility of producing results that could be materially different than originally reported. Our most significant accounting policies, including an explanation of how assets and liabilities are valued, may be found in Note 1 to the consolidated financial statements in our 2008 Annual Report to Shareholders and Form 10-K.
The allowance for loan losses represents our estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the allowance requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, the estimated amount of losses in pools of homogeneous loans, and the effect of various economic and business factors, all of which may be subject to significant change. Due to these uncertainties, as well as the sensitivity of our financial statements to the assumptions and estimates needed to determine the allowance, we have identified the determination of the allowance for loan losses as a critical accounting estimate. As such, it could be subject to revision as new information becomes available. Should this occur, changes to the provision for loan losses, which may increase or decrease future earnings, may be necessary. A discussion of the methods we use to determine our allowance for loan losses is presented later in this report.
OVERVIEW
The current economic crisis has had a significant impact on the banking industry and our national economy during the past couple of years. This recession has driven consumers to reduce spending and in-turn prompted companies to respond by cutting expenses through significant reductions in labor force. What began as a slowdown in housing, has now ballooned into the largest financial crisis since the Great Depression. While our local economy does not usually experience the same level of contraction as the national economy, local industries such as lumber, trucking, and tourism are seeing reduced demand. This has prompted local layoffs and reductions in consumer spending. Citizens has not been immune to these economic conditions. In the last two years we have experienced lower than anticipated earnings due to the failure of two commercial enterprises affected by the slumping economy. In 2008, a long-standing local automobile dealership was forced to cease operations resulting in a loan charge-off of $1.3 million, while in 2007 a local manufactured housing business closed due to lack of demand for its products resulting in a $1.2 million charge-off.
Earnings for the last two years have been characterized by larger provisions for loan loss primarily attributable to these two commercial credits. In 2008, the company earned $916,000 compared to $1,034,000 in 2007. The company’s return on average assets was 0.35% and 0.42% for 2008 and 2007, respectively. While many banks in the country have seen a broad-based weakening in their credit portfolio in the wake of the sub-prime exposures and housing crisis, Citizens has not participated in sub-prime lending and does not operate in markets where housing prices are falling dramatically. Citizens has been somewhat insulated from these credit issues. However, as this recession continues the company may experience additional loan losses as the financial crisis continues to impact more and more sectors of the economy. In 2008, we recognized additional risks that are present in the current economy and increased our allowance for loan losses from $1,763,000 at year-end 2007 to $2,232,000 at December 31, 2008. Management has developed detailed strategies to manage the credits that present the greatest risk to our portfolio. We monitor the situation with these credits continuously and keep in close contact with borrowers in order to assess our position and respond appropriately.
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With the economic recession has come relaxed loan demand. Our loan portfolio grew by only $5. 2 million, or 3.0%, to $178.1 million in 2008. However, deposits have grown by $16.1 million, or 8.0%, to $217.4 million. Of this amount, $13.1 million was expected to be a temporary deposit from one customer. Repurchase agreements have also increased by $14.5 million to $28.8 million. With the additional funding from deposits and repurchase agreements, we increased our investment portfolio by $23.5 million to $82.1 million. Many of these investment purchases were short-term instruments that would provide additional liquidity, if necessary. Overall, total assets increased by $35.9 million or 14.6% to $282.5 million.
A more detailed discussion of the factors impacting our results of operations and financial condition follows. Amounts and percentages used in that discussion, as well as in this overview, have been rounded.
RESULTS OF OPERATIONS
Net Interest Income
Net interest income represents the primary component of our earnings. It is the difference between interest and fee income generated by interest earning assets and interest expense incurred to carry interest bearing liabilities. Net interest income is affected by changes in balance sheet composition and interest rates. We attempt to maximize net interest income by determining the optimal product mix in light of current and expected yields on assets, cost of funds and economic conditions while maintaining an acceptable degree of risk.
By the end of 2008, the Federal Reserve had effectively reduced the target Federal Funds rate to zero from its high in September 2007 of 5.25%. This severe decline in rates caused our yield on earning assets to fall 83 basis points in 2008, resulting in a decrease in interest income of $790,000 to $15,177,000, despite a $21.1 million increase in our average earning asset base. This decrease in income is primarily attributable to decreasing loan rates on our variable rate loan portfolio.
Interest expense has decreased by only $391,000 to $6,390,000 as rates on interest bearing liabilities declined by 50 basis points, while average interest bearing liabilities have increased by $19.6 million. Competitive pressures to price certificates of deposit higher than we would have liked combined with already low rates on savings and other similar products impacted our ability to reduce interest expense.
Overall, as reflected on our income statement, net interest income decreased by $399,000 to $8,787,000 in 2008. On a tax equivalent basis, net interest income decreased by the lesser amount of $230,000 to $9,300,000 as we increased our investment in tax-exempt municipal bonds in the latter part of 2007.
With rates at these historically low levels and the expectation that rates will remain at these levels for some time, Citizens will seek ways to lower the cost of our interest bearing liabilities in order to maintain a strong net interest margin. Citizens has begun doing this through a new free checking promotion to attempt to garner additional non-interest bearing deposits.
Provision for Loan Losses
The provision for loan losses is our estimate of the amount which must be charged against current earnings in order to maintain the allowance for loan losses at a level considered adequate to provide for losses which are inherent in the loan portfolio. This amount is determined through quarterly evaluations of the loan portfolio. Our provision for loan losses totaled $1,959,000 in 2008 and $1,783,000 in 2007. These levels of provision are much higher than Citizens has historically experienced. The higher 2008 provision is primarily the result of a local automobile dealership that was unable to continue operations. The 2007 provision is mainly the result of the failure of a local manufactured housing business.
Because the amount of the provision for loan losses is a function of our overall assessment of loan quality and the adequacy of the allowance for loan losses, which itself relies on significant use of judgment and estimates, the provision for loan loss expense may increase or decrease in the future. Please refer to the Credit Quality and Allowance for Loan Losses section of this report where we further discuss the estimation methods and assumptions we use in analyzing the allowance and the quality of our loan portfolio as these are critical factors in determining our provision for loan losses.
Noninterest Income
Noninterest income, which includes all revenues other than interest and fees on earning assets, is an important factor in our overall profitability. Total noninterest income increased $82,000, or 4.5%, to $1,921,000 in 2008.
This increase is the result of several factors, most notably rising levels of service and trust fees. Service fees are the largest single component of noninterest income and increased $125,000 in 2008 due to higher overdraft fees and increasing fees from our debit cards and ATM network. Trust income increased by $75,000 in 2008 to $306,000 as we settled several estates during the year. Our insurance commissions also increased by $10,000 to $44,000 in 2008.
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In 2008, the company had net security losses of $49,000 which compares to $2,000 of security gains in 2007. The loss in 2008 was primarily the result of the sale of a particular corporate debt security which was displaying increased business risk. This sale resulted in a $57,000 loss. Additional information related to this sale can be found in the “Securities Portfolio and Federal Funds Sold” section of this report. Securities are typically held until maturity, unless they are called. However, we may sell certain securities from time to time in order to satisfy asset/liability management needs or respond to increased risk in the securities portfolio as we did in 2008.
Fees we earn from our secondary market loan operations declined by $28,000 to $72,000 in 2008 as loan demand slowed, reflecting the overall housing trends. We expect that income from this program will increase in 2009 as interest rates are at historic lows and individuals will want to lock in these low fixed rates by refinancing current mortgages. Other noninterest income decreased by $49,000 to $245,000 due mainly to lower fees from cashing noncustomer checks and processing wire transfers, as well as the elimination of fees received from the outsourcing of our cashier’s check processing. In 2008, we brought our cashier’s check processing back in-house as our outsourced provider was exiting that line of business.
We plan to perform a review of our noninterest income in 2009 to identify areas which might produce increased revenue. We believe we may be able to improve performance in several areas and that our diverse services, such as trust, brokerage and secondary market mortgages, provide us with a competitive advantage in several of our markets. Many of our competitors do not offer such a wide array of services.
Noninterest Expense
Noninterest expense includes all items of expense other than interest expense, the provision for loan losses, and income taxes. Historically, our level of noninterest expense has been higher than average, partly due to the relatively smaller branch facilities our market area can support.
In 2008, noninterest expense decreased by $227,000, or 2.8%, to $7,746,000. The decrease was primarily related to lower costs associated with the valuation, operation, and disposition of real estate acquired in satisfaction of loans. These costs decreased by $406,000 to $35,000 in 2008. In 2007, we experienced a much higher level of costs in this area that were largely the result of commercial real estate loan foreclosures. In addition to these savings, the company also incurred lower expenses related to equipment and stationery, which declined by $20,000 and $27,000, respectively.
Salaries and employee benefits increased by $127,000 or 3.3%, to $4,011,000 in 2008. Of this amount, salaries increased by $96,000, or 3.4%, to $2,962,000 as a result of normal employee increases. Benefit costs increased $31,000, or 3.0%, to $1,049,000 largely as a result of increased employee pension costs. In addition, data processing costs and software expenses increased by $48,000 and $44,000, respectively. A portion of these increases is related to the implementation of a new loan processing software.
There are a number of factors that could negatively impact noninterest expense in the future. For example, costs associated with foreclosed properties could increase if foreclosure activity increases. In addition, medical claims under our partially self-insured group medical plan may increase. Also, we may incur additional costs related to compliance with the Sarbanes-Oxley Act. Currently, we are required to comply with Section 404(a) of the Act and issue a conclusion about management’s assessment of internal control over financial reporting. We expect that we will become subject to Section 404(b) in 2009, and will be required to have our independent accountants attest to our conclusions. This will likely increase our legal and professional expenses.
Income Taxes
The company’s provision for income taxes includes both federal and state income taxes. The company has a combined statutory tax rate for federal and state tax of approximately 38.0%. Total taxes were $87,000, or 8.7%, of pre-tax income in 2008 and $235,000, or 18.5%, of pre-tax income in 2007. The reason for the lower level of tax in both of these years is primarily the result of higher levels of loan charge-offs. In addition, an increasing investment in tax-exempt municipal bonds has contributed to the lower rate. With the exception of income earned on loans to and bonds issued by municipalities, and income from certain life insurance policies, all of our income is taxable. The company was subject to alternative minimum tax in both years. However, we expect to fully recover this tax by offsetting it against taxable income in future years. Note 10 of the accompanying consolidated financial statements provides additional information concerning our income tax expense.
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FINANCIAL CONDITION
Loan Portfolio
Ripple effects from the national housing crisis, higher fuel prices, volatile equity markets, job losses, and general uncertainty in the economy continue to influence both consumers and businesses in our markets. Our local lumber, trucking, and tourism industries have experienced reduced activity. The unsteadiness in the economy combined with the higher food and fuel costs have influenced consumers to limit spending. All of these factors have contributed to limiting our loan growth during 2008 with total loans growing by $5.2 million, or 3.0%, to $178.1 million.
Over the last several years, Citizens has experienced growth in the commercial loan area, but in 2008 this growth was limited to $1.1 million or 1.4%. Total commercial loans were $80.1 million at the end of 2008. Of this amount, commercial loans secured by real estate increased by $1.9 million, or 3.3%, to $59.8 million, while other commercial loans declined by $0.8 million, or 3.6%, to $20.3 million. Most of our commercial loan portfolio is secured by real estate, whether or not repayment is linked to cash generated by the use or sale of the real property. In cases where repayment is linked to such use, the timing and stability of cash flow, secondary sources of repayment, loan guarantees, and collateral valuations are all important considerations in granting the loan.
Retail lending, or lending to consumers for autos, homes, or other purposes, has been difficult for Citizens for several years. Non-traditional financers such as auto manufacturers and specialized mortgage lenders have become very aggressive in attracting consumers away from traditional banking institutions. In 2008, we witnessed many troubling economic events on Wall Street that are the result of fallout from these non-traditional financing activities. Citizens has not participated in these non-traditional lending activities often termed as “sub-prime” lending. We offer our clients traditional mortgage options to fit their current income levels and focus on adding quality consumer credits to our portfolio.
Within the retail classification, our residential mortgage portfolio has remained stable this year with a $1.0 million, or 1.6%, increase to $62.7 million. In addition, Citizens has seen a $500,000, or 4.8%, increase in our consumer installment loan portfolio which totaled $11.4 million at year-end. The majority of this increase was generated by our attractive automobile lending program and a new lending program for recreational vehicles that began in 2008.
Citizens will continue to actively seek new strategies and programs to increase the retail segment of our business in order to enhance the portfolio diversification and reduce the inherent risk in our portfolio. We recently began a new consumer deposit promotion designed to broaden our consumer base through a new “free checking” product. We hope to use this broader consumer base to expand our retail lending opportunities.
Finally, other loans primarily comprised of tax-exempt entities grew by $1.6 million to $3.6 million as we helped fund a local project.
Credit Quality and Allowance for Loan Losses
Many financial institutions across the country are facing major losses from the housing crisis and the problems caused by sub-prime lending. Reduced consumer spending and economic uncertainty have resulted in significantly higher levels of unemployment than seen in recent years and higher levels of business failures. On the national level, credit has tightened and markets have become illiquid amid fears of “toxic” housing assets and business failures. The credit needs of large corporations, such as the Detroit automobile manufacturers, have gone unmet by the private sector, and the Federal government has had to step in to prevent these giants from collapsing.
While our local economy does not usually see the same level of contraction or growth as the national economy, we have certainly seen a significant impact from recent economic events. In recent months local businesses have announced job cuts and consumers have significantly reduced spending. Businesses in our communities have been forced to cease operations; such is the case with a long-standing local auto dealership which closed its doors during the fourth quarter. The failure of this dealership has resulted in a $1.3 million loan charge-off at December 31, 2008. The loan had been performing satisfactorily as recently as September 30, 2008, but declining sales ultimately forced this dealership to cease operations. We are now in the process of working with the borrower to find a buyer for the dealership. However, should the borrower not be successful in selling the business, we expect to start foreclosure proceedings. The remaining balance on this particular credit is $1.5 million, and management believes this balance to be secured based on the most recent appraisal of the property.
The economic uncertainty continues to have an impact on our loan portfolio as we have experienced increases in past due and impaired loans. At December 31, 2008, the bank had total past due loans of $7.6 million, which is $4.7 million higher than the prior year-end. Included in these past due loans are impaired loans of $5.0 million. At December 31, 2007, impaired loans totaled $4.0 million. The increase is centered in two land development loans that have become delinquent. Management is working diligently and developing detailed strategies to manage these credits which present the greatest risk to our portfolio. We monitor the situation with these credits continuously and keep in close contact with borrowers in order to assess our position and respond appropriately.
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The inherent risk of loss in our portfolio is addressed through the allowance for loan losses. We maintain our allowance for loan losses at a level we consider adequate to provide for losses that we believe are inherent in the loan portfolio. This determination is based on quarterly evaluations in which a specific analysis and a pooled analysis are computed. The specific analysis is used to individually assign an allowance to larger balance, nonhomogenous loans-typically commercial loans. The pooled analysis is used to quantify the loss on pools of smaller balance, homogenous loans such as residential mortgages and consumer loans. The pooled analysis considers such factors as historical loss experience, changes in lending policies and staff, current and anticipated economic conditions, changes in the nature and volume of the portfolio, past due loan trends, changes in our loan review system, and levels of concentrations of credit. Because these analyses determine the adequacy of the allowance for loan losses, they also determine the provision for loans losses that must be charged to earnings.
As of December 31, 2008, our allowance for loan losses was $2,232,000, or 1.25%, of gross loans compared to $1,763,000, or 1.02%, at year-end 2007. The allowance includes reserves on specifically analyzed loans of $533,000 at December 31, 2008, which is similar to the $624,000 at year-end 2007. Reserves on the remaining pools of homogeneous loans totaled $612,000 at year-end, while at December 31, 2007, these totaled $308,000. Because this portion of the allowance is based on our loan loss history, the increase of $304,000 is primarily the result of adding the large commercial charge-off we sustained last year to our historical loss calculation. The allowance also includes adjustments to the reserves on the pools of homogenous loans for various economic and environmental factors. These adjustments totaled $1,087,000 at December 31, 2008, which is $456,000 higher than year-end 2007. The majority of this increase is related to events or reactions to economic factors such as increasing unemployment, consumer price increases, minimum wage burdens on small businesses, and increased potential for residential foreclosures. At December 31, 2007, our allowance contained a unallocated reserve of $200,000 due to the economic uncertainty present at that time. We believe we have adequately addressed those uncertainties through the other factors indicated above, and therefore, we have no unallocated reserve remaining at December 31, 2008.
Based on information available to us we believe our analysis is comprehensive and our allowance is adequate as of the report date. However, there can be no assurance that additional provisions for loan losses will not be required in the future as a result of changes in the assumptions which underlie our estimates and judgments or changes in economic conditions or the conditions of individual borrowers. As the economic recession continues we may discover additional credits in our portfolio that present greater risk.
Securities Portfolio and Federal Funds Sold
Funds which are not needed to satisfy loan demand or operating needs are invested in securities as a means of improving earnings while also providing liquidity and balancing interest sensitivity concerns. The securities we purchase are limited to U.S. government agency issues, including mortgage backed issues of U.S. agencies, obligations of state and political subdivisions and investment grade corporate debt. All of our securities are classified as available for sale. The Board of Directors is informed of all securities transactions each month, and a series of policy statements limit the amount of credit and interest rate risk we may take.
During 2008 our securities portfolio grew by $23.5 million to $82.1 million. A portion of this growth was due to an investment transaction in which we funded a $5 million security purchase with long-term borrowings from Federal Home Loan Bank of Pittsburgh. We expect this transaction to have a pre-tax profit margin between 1.0% and 1.9% over the next two years, depending on the interest rate environment. Increased deposits funded the remainder of the securities growth. Specifically, one of our customers has a deposit that we believed to be temporary totaling $13.1 million at year-end. This temporary deposit was invested in short-term securities, as well as short-term certificates of deposit. All such certificates of deposit are fully FDIC insured.
Over the last year we have primarily purchased securities issued by government agencies including $21.4 million of debenture purchases and $17.9 million of mortgage-backed securities purchases. All of the mortgage-backed securities were fixed rate securities that had average lives of less than six years when purchased. In addition the company purchased $9.2 million of corporate debt securities and $2.6 million of municipal instruments. Overall, our portfolio is currently comprised of $30.9 million of government agency securities, $21.6 million of government agency mortgage-backed securities, $23.3 million of municipal instruments, $5.1 million of corporate debt securities, and $1.2 million of correspondent and Federal Reserve Bank stock.
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We have always maintained what we believe is a conservative investment portfolio strategy. We typically invest in securities with relatively short durations, fixed rates, and good credit ratings. We do not invest in any mortgage backed securities or collateralized mortgage obligations, other than those that carry the implied faith and credit of the U.S. government. In 2008 we witnessed events that were once unimaginable-the government took Fannie Mae and Freddie Mac into conservatorship and large financial institutions were merged in order to prevent bank failures. In addition, the U.S. Treasury implemented a $700 billion rescue package, and the FDIC introduced liquidity programs to restore confidence in the financial sector. These unprecedented events prompted Citizens to look closely at its securities portfolio to ensure that we adequately manage credit risk. As a result, we took what we believed were prudent risk management steps and sold one corporate debt security, incurring a loss of $57,000, in order to remove this asset from our balance sheet. This security had a par value of $1.5 million, and the issuer was demonstrating financial difficulties. Our remaining securities are performing adequately, and all of them carry at least investment grade credit ratings from the major credit rating agencies, with the exception of one local municipal bond which is not rated.
As illustrated in Note 3 to the consolidated financial statements, a number of our securities have fair values which are less than their amortized book value. As mentioned above, the issuers of these securities carry good to exceptional credit ratings and we believe they are of sound financial condition. The quality of the issuer, as well as our intent and ability to hold these investments until maturity, support that we do not consider these investments to be other than temporarily impaired.
Our short-term investments, including federal funds sold and interest bearing deposits with other banks, have increased by $9.4 million since prior year-end and include the certificate of deposit investments we made in response to the large customer deposit mentioned above.
Deposits and Other Funding Sources
Total deposits increased by $16.1 million to $217.4 million in 2008. The majority of this growth was centered in certificates of deposit (CDs) which increased $24.2 million to $125.0 million. The growth in CDs was attributable to a new product called the Certificate of Deposit Account Registry Service (CDARS) that we implemented in fourth quarter of 2008 in order to allow customers to maintain full FDIC insurance coverage on their deposits. The program works by placing CDs for our customers at several different institutions across the country in amounts less than the applicable FDIC insurance limit. In turn, other banks provide reciprocal deposits back to our institution for the same amount. In this way, we are able to maintain the customer relationship, provide full FDIC insurance, and have the ability to invest our customer’s funding locally.
Aside from the growth in CDs, noninterest bearing demand deposits increased by $1.6 million to $29.6 million at year end, while money market accounts and savings accounts increased by the lesser amounts of $313,000 and $509,000, respectively. However, interest bearing checking accounts declined by $10.6 million, as we transferred some of this into the CDARS program for a particular customer and placed the remaining funds into a repurchase agreement.
Our short-term borrowings consist of repurchase agreements and overnight borrowings such as Federal Funds purchased. These borrowings totaled $31.5 million at December 31, 2008, and have increased by $11.9 million since year-end 2007. The majority of the increase is related to a new repurchase agreement we executed with a customer in 2008 in which we transferred existing deposits of the customer into this new account.
Long-term borrowings historically consist of Federal Home Loan Bank borrowings. In 2008, we borrowed $5 million in order to invest in a mortgage-backed security as noted earlier. In addition, we borrowed $530,000 to fund a specific fixed rate loan for one of our customers. At December 31, 2008, long-term borrowings totaled $7.9 million, which is $5.1 million higher than year-end 2007.
Capital Resources
Total capital of $20.8 million, or 7.38% of assets, decreased $239,000 in 2008. This decline in capital is the result of recording the change in pension and other post-retirement plan assets and benefit obligations in other comprehensive income. Additional information related to this change can be found in Note 10 of the accompanying financial statements. We believe this level of capital, as well as our capital structure, is adequate to support current and anticipated future operations. A complete analysis of our capital accounts is provided in the accompanying Statement of Changes in Shareholders’ Equity. During 2008, the company reduced the annual dividend from $0.48 per share in 2007 to $0.40 in 2008, as a means of both maintaining the adequacy of our capital and aligning dividends with our earnings level.
Banks and bank holding companies are subject to several risk-weighted capital measures. As detailed in Note 14, we continue to maintain capital levels well in excess of the amount needed to be considered well capitalized under the regulations. This should continue to be the case throughout the foreseeable future, and we are not aware of any trends or uncertainties which are expected to materially impair our capital position.
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Trading activity in the stock continues to be light with 29,600 shares trading in 2008, none of which were treasury shares. Similar to many other financial institutions across the country that have experienced depressed earnings, our performance pushed our stock value downward in 2008. The price at year-end was $7.00, which is $4.25 less than December 31, 2007. The stock continues to trade on the over-the-counter market under the symbol CIWV.OB.
Off-Balance-Sheet Obligations
A discussion of our involvement in off-balance-sheet obligations is presented in Note 13 to the consolidated financial statements contained in this report.
Liquidity
The objective of our liquidity management program is to ensure the continuous availability of funds to meet the withdrawal demands of customers, the credit needs of borrowers, and to provide for other operational needs. Liquidity is provided by various sources including unpledged investment securities, federal funds sold, loan repayments, a stable and growing deposit base and, when necessary, external borrowings.
We monitor liquidity on a regular basis by preparing projected balance sheets and analyzing our sources and uses of funds. Historically, we have satisfied our liquidity needs through internal sources of funds with the exception of certain loans which have been funded by borrowing funds from the Federal Home Loan Bank of Pittsburgh. We have access to approximately $102 million through various FHLB programs. In the current economic environment, loan demand remains soft and liquidity needs have lessened as a result. We are not aware of any other trends, commitments, events or uncertainties which may impair our ability to satisfy our operating cash needs.
Impact of Inflation
Our financial statements and related data in this report are prepared in conformity with U.S. generally accepted accounting principles which require our financial position and results of operations to be measured in terms of historical dollars except for the available for sale securities portfolio. Consequently, the relative value of money generally is not considered. Nearly all of our assets and liabilities are monetary in nature and, as a result, interest rates and competition in the market area tend to have a more significant impact on performance than the effect of inflation.
However, inflation does affect noninterest expenses such as personnel costs and the cost of services and supplies we use. We attempt to offset such increases by controlling the level of noninterest expenditures and increasing levels of noninterest income. Because inflation has generally been low during the time covered by these financial statements, the impact of inflation on our earnings has not been significant. Although inflation could become a more significant factor, current Federal Reserve policy does not appear to indicate that it will be in the foreseeable future.
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Item 8.
Item 8. Financial Statements and Supplementary Data
CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 2008 and 2007
See Notes to Consolidated Financial Statements
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For The Years Ended December 31, 2008 and 2007
See Notes to Consolidated Financial Statements
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For The Years Ended December 31, 2008 and 2007
See Notes to Consolidated Financial Statements
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended December 31, 2008 and 2007
See Notes to Consolidated Financial Statements
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2008 and 2007
See Notes to Consolidated Financial Statements
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
Note 1. Significant Accounting Policies
Nature of Business: Citizens Financial Corp. (“Citizens” or “the company” or “we”) was incorporated as a bank holding company in 1987. Our wholly-owned bank subsidiary, Citizens National Bank of Elkins (“the bank”) provides retail and commercial loan, deposit, trust and brokerage services to customers in Randolph, Tucker, Grant and Pocahontas Counties of West Virginia and nearby areas.
Basis of Financial Statement Presentation: Our accounting and reporting policies conform to U.S. generally accepted accounting principles and to general practices within the banking industry.
Use of Estimates: In preparing consolidated financial statements in conformity with U.S. generally accepted accounting principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and the valuation of deferred tax assets.
Principles of Consolidation: The accompanying consolidated financial statements include the accounts of Citizens Financial Corp. and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Presentation of Cash Flows: For purposes of reporting cash flows, cash and cash equivalents includes cash on hand, balances due from banks (including cash items in process of clearing) and federal funds sold. Cash flows from demand deposits, NOW accounts and savings accounts are reported net since their original maturities are less than three months. Cash flows from loans and certificates of deposit and other time deposits are also reported net.
Securities: All of our debt and equity investment securities are classified as available-for-sale and carried at fair value, with unrealized gains and losses, net of tax, reported as a separate component of comprehensive income until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific identification method. Premiums and discounts are recognized as interest income using the interest method over the period to maturity. Declines in the fair value of available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, we consider (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, and (3) our ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
Loans and Allowance for Loan Losses: The bank makes mortgage, commercial and consumer loans to customers. Loans which management has the intent and ability to hold for the foreseeable future or until maturity or payoff are generally reported at their outstanding principal balance reduced by unearned income and the allowance for loan losses. Interest income is accrued daily on the outstanding principal balance. Loan origination fees and certain direct loan origination costs are deferred and amortized as adjustments to the related loan’s yield over its contractual life.
We utilize the standards set forth in the Uniform Retail Classification System for the accrual of interest on consumer loans, while the accrual of interest on all other loans is discontinued when the loan becomes 90 days delinquent unless the loan is well secured and in the process of collection. However, loans may be placed on nonaccrual, or charged-off, at an earlier date if the collection of principal and interest is doubtful. When loans are placed on nonaccrual all interest which has accrued but not been collected is reversed against interest income, unless the income was recognized in prior years in which case it is charged to the allowance for loan losses. Interest income during the period when a loan is on nonaccrual is recorded on a cash basis after recovery of principal is reasonably assured. If recovery of principal is not reasonably assured, payments received on nonaccrual loans are typically applied directly against the outstanding principal balance until the loan is fully repaid. Loans are generally restored to an accrual status when the obligation is brought current, has performed in accordance with the terms of the note for a reasonable period of time, and interest is no longer in doubt.
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The allowance for loan losses is maintained at a level considered adequate to provide for losses that are inherent in the loan portfolio. The allowance is established by provisions charged to operating expense and reduced when loans are charged-off. Subsequent recoveries, if any, are credited to the allowance.
Management’s evaluation of the adequacy of the allowance for loan losses is based upon quarterly assessments of the loan portfolio. This assessment is inherently subjective and requires significant estimates that are subject to revisions as more information becomes available. Among the factors we consider are the borrower’s ability to repay, the value of the collateral securing the loan, historical charge-off and delinquency trends, current economic and business conditions, lending policies and procedures, concentrations of credit, and various other factors.
A loan is considered impaired when, based on current information and events, it is probable that the company will be unable to collect the scheduled payments when due according to the contractual terms of the loan agreement. 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. Impairment is measured on a loan-by-loan basis for larger, nonhomogeneous loans including commercial, commercial real estate, and certain construction loans. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the bank does not separately identify individual consumer and residential loans for impairment disclosures.
The allowance consists of a specific component which relates to larger loans classified as special mention, substandard or doubtful and are specifically evaluated for impairment, as well as a general component for the smaller homogeneous loans not specifically evaluated. For specifically evaluated loans considered impaired an allowance is established when the loans’ discounted cash flows, collateral value or observable market price is less than its carrying value. For loans which are evaluated but not considered impaired, as well as smaller homogeneous loans, an allowance is established by grouping the loans into pools having similar risk characteristics and applying historical loss factors, adjusted for current conditions, to each pool.
Bank Premises and Equipment: Land is carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed primarily by the straight-line method over the estimated useful lives of the assets. Premises and equipment typically have useful lives ranging from 5 to 39 years. Repairs and maintenance expenditures are charged to operating expense as incurred. Major improvements and additions to premises and equipment are capitalized.
Other Real Estate: Other real estate consists of real estate held for resale which is acquired through foreclosure on loans secured by such real estate. At the time of acquisition, these properties are recorded at the lower of carrying amount or fair value less cost to sell with any write-down charged to the allowance for loan losses. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less cost to sell. Expenses incurred in connection with operating these properties are charged to operating expenses as incurred; depreciation is not recorded on property held for sale. Gains and losses on the sales of these properties are credited or charged to operating income in the year of the transaction.
Intangible Assets: Intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset, or liability. Intangible assets are tested at least annually for impairment.
Securities Sold Under Agreements to Repurchase: We generally account for securities sold under agreements to repurchase as collateralized financing transactions. Securities pledged as collateral under these financing arrangements cannot be sold or repledged by the secured party.
Pension and Other Postretirement Benefits: The bank has a noncontributory, defined benefit pension plan covering substantially all employees. The plan provides benefits that are based on employees’ five year average final compensation and years of service. Our funding policy is to make annual contributions as permitted or required by regulation. Pension costs are actuarially determined and charged to expense.
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The bank also provides certain health care and life insurance benefits for all retired employees that meet certain eligibility requirements. The bank's share of the estimated costs that will be paid after retirement is generally being accrued by charges to expense over the employees' active service periods to the dates they are fully eligible for benefits.
Income Taxes: Deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Valuation allowances are established when deemed necessary to reduce deferred tax assets to the amount expected to be realized.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of income.
Basic and Fully Diluted Earnings per Share: Basic and fully diluted earnings per common share is computed based upon the weighted average shares outstanding. The weighted average shares outstanding were 1,829,504 for the years ended December 31, 2008 and 2007. We did not have any potentially dilutive securities during that time.
Trust Department: Assets held in an agency or fiduciary capacity by the bank's trust department are not assets of the bank and are not included in the accompanying consolidated balance sheets.
Off-Balance-Sheet Credit Related Financial Instruments. In the ordinary course of business, we may enter into commitments to extend credit, including commercial letters of credit, and standby letters of credit. These financial instruments are recorded when they are funded.
Derivative Instruments and Hedging Activities: The bank recognizes all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.
Advertising: Advertising costs are expensed as they are incurred. Advertising expenses were $33,623 and $39,601 for the years 2008 and 2007, respectively.
Reclassifications: Certain accounts in the consolidated financial statements for 2007, as previously presented, have been reclassified to conform to current year classifications.
Significant New Accounting Pronouncements: In September 2006, the Financial Accounting Standards Board (FASB) reached a consensus on Emerging Issues Task Force (“EITF”) Issue 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements,” (“EITF Issue 06-4”). In March 2007, the FASB reached a consensus on EITF Issue 06-10, “Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements,” (“EITF Issue 06-10”). Both of these standards require a company to recognize an obligation over an employee’s service period based upon the substantive agreement with the employee such as the promise to maintain a life insurance policy or provide a death benefit postretirement. The company adopted the provisions of these standards effective January 1, 2008. Additional information regarding this adoption can be found in Note 10.
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In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but rather, provides enhanced guidance to other pronouncements that require or permit assets or liabilities to be measured at fair value. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those years. The FASB has approved a one-year deferral for the implementation of the Statement for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The company adopted SFAS 157 effective January 1, 2008. The adoption of SFAS 157 was not material to the consolidated financial statements.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of this Statement is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The fair value option established by this Statement permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option may be applied instrument by instrument and is irrevocable. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007, with early adoption available in certain circumstances. The company adopted SFAS 159 effective January 1, 2008. The company decided not to report any existing financial assets or liabilities at fair value that are not already reported, thus the adoption of this statement did not have a material impact on the consolidated financial statements.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (SFAS 141(R)). The Standard will significantly change the financial accounting and reporting of business combination transactions. SFAS 141(R) establishes principles for how an acquirer recognizes and measures the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for acquisition dates on or after the beginning of an entity’s first year that begins after December 15, 2008. The company does not expect the implementation of SFAS 141(R) to have a material impact on its consolidated financial statements, at this time.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements an Amendment of ARB No. 51” (SFAS 160). The Standard will significantly change the financial accounting and reporting of noncontrolling (or minority) interests in consolidated financial statements. SFAS 160 is effective as of the beginning of an entity’s first fiscal year that begins after December 15, 2008, with early adoption prohibited. The company does not expect the implementation of SFAS 160 to have a material impact on its consolidated financial statements, at this time.
In November 2007, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 109, “Written Loan Commitments Recorded at Fair Value Through Earnings” (SAB 109). SAB 109 expresses the current view of the staff that the expected net future cash flows related to the associated servicing of the loan should be included in the measurement of all written loan commitments that are accounted for at fair value through earnings. SEC registrants are expected to apply the views in Question 1 of SAB 109 on a prospective basis to derivative loan commitments issued or modified in fiscal quarters beginning after December 15, 2007. Implementation of SAB 109 did not have a material impact on the company’s consolidated financial statements.
In December 2007, the SEC issued Staff Accounting Bulletin No. 110, “Use of a Simplified Method in Developing Expected Term of Share Options” (SAB 110). SAB 110 expresses the current view of the staff that it will accept a company’s election to use the simplified method discussed in SAB 107 for estimating the expected term of “plain vanilla” share options regardless of whether the company has sufficient information to make more refined estimates. The staff noted that it understands that detailed information about employee exercise patterns may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. Implementation of SAB 110 did not have a material impact on the company’s consolidated financial statements.
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In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of SFAS No. 133,” (“SFAS No. 161”). SFAS No. 161 requires that an entity provide enhanced disclosures related to derivative and hedging activities. SFAS No. 161 is effective for the company on January 1, 2009. The adoption of SFAS No. 161 is not expected to have a material impact on the company’s consolidated financial statements.
In April 2008, the FASB issued FASB Staff Position (FSP) No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP No. 142-3”). FSP No. 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). The intent of FSP No. 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the assets under SFAS No. 141(R). FSP No. 142-3 is effective for the Company on January 1, 2009, and applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. The adoption of FSP No. 142-3 is not expected to have a material impact on the company’s consolidated financial statements.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” Management does not expect the adoption of the provision of SFAS No. 162 to have any impact on the consolidated financial statements.
In September 2008, the FASB issued FSP FAS 133-1 and FIN 45-4, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161,” (“FSP 133-1 and FIN 45-4”). FSP 133-1 and FIN 45-4 require a seller of credit derivatives to disclose information about its credit derivatives and hybrid instruments that have embedded credit derivatives to enable users of financial statements to assess their potential effect on its financial position, financial performance and cash flows. The disclosures required by FSP 133-1 and FIN 45-4 were effective for the company on December 31, 2008 and did not have a material impact on the consolidated financial statements.
In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” (“FSP 157-3”). FSP 157-3 clarifies the application of SFAS No. 157 in determining the fair value of a financial asset during periods of inactive markets. FSP 157-3 was effective as of September 30, 2008 and did not have material impact on the company’s consolidated financial statements.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” FSP No. FAS 140-4 and FIN 46(R)-8 requires enhanced disclosures about transfers of financial assets and interests in variable interest entities. The FSP is effective for interim and annual periods ending after December 15, 2008. Since the FSP requires only additional disclosures concerning transfers of financial assets and interest in variable interest entities, adoption of the FSP will not affect the company’s financial condition, results of operations or cash flows.
In January 2009, the FASB reached a consensus on EITF Issue 99-20-1. This FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other-than-temporary impairment assessment and the related disclosure requirements in FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and other related guidance. The FSP is effective for interim and annual reporting periods ending after December 15, 2008 and shall be applied prospectively. The FSP was effective as of December 31, 2008 and did not have a material impact on the consolidated financial statements.
Note 2. Restrictions on Cash and Amounts Due from Banks
The Bank is required to maintain average balances on hand or with the Federal Reserve Bank. At December 31, 2008 the reserve requirement was $75,000. We had no reserve requirement at December 31, 2007.
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Note 3. Securities
The amortized cost, unrealized gains, unrealized losses and estimated fair values of securities at December 31, 2008 and 2007, are summarized below. All such securities are available for sale.
The tables which follow provide summaries of securities which were in an unrealized loss position at December 31, 2008 and 2007, all of which are available for sale. As of December 31, 2008, these securities had a total fair value of $6,183,696 and carried unrealized losses of $119,149 or 1.93%. The fair value of securities which have been in a continuous loss position for the past twelve months total $2,109,123. The unrealized loss pertaining to these securities is $51,582 or 2.45%. The majority of these losses are on corporate debt securities and municipal instruments. With the exception of one municipal which is not rated, all of these instruments carry investment grade ratings from the major credit rating agencies. The remaining losses are on securities issued by U.S. government agencies and corporations which carry the implied faith and credit of the U.S. Government. The quality of the issuer, as well as our intent and ability to hold these investments to maturity, provide strong evidence that we will fully recover our investment. In addition, no losses have been recognized on the $29,020,029 of securities that carried unrealized losses at December 31, 2007.
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The maturities, amortized cost and estimated fair values of securities at December 31, 2008 are summarized as follows:
Mortgage backed securities have remaining contractual maturities ranging from 7 months to 19.25 years and are reflected in the maturity distribution schedule based on their anticipated average life to maturity, which ranges from 0.30 to 9.38 years. Accordingly, discounts are accreted and premiums are amortized over the anticipated life to maturity of the specific obligation.
The proceeds from sales, calls and maturities of securities, including principal payments received on mortgage backed securities, and the related gross gains and losses realized are as follows:
At December 31, 2008 and 2007 securities with amortized costs of $44,466,265 and $32,207,744, respectively, and estimated fair values of $45,375,428 and $32,357,657, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes required or permitted by law.
At December 31, 2008 and 2007 the company’s securities portfolio had no concentrations within any specific industry or issuer.
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The company’s restricted investments totaled $1,191,514 and $1,113,114 at December 31, 2008 and 2007, respectively. These include equity investments in Federal Reserve Bank stock, Federal Home Loan Bank stock, and Siverton Financial Services Inc. stock. Such securities are carried at cost, since they may only be sold back to the respective issuer or another member.
Note 4. Loans
Included in the above balance of net loans are nonaccrual loans of $5,471,601 and $4,487,291 at December 31, 2008 and 2007, respectively. If interest on those nonaccrual loans had been accrued, such income would have approximated $215,830 and $233,744 for the years ended December 31, 2008 and 2007, respectively.
The bank makes loans to its directors, executive officers and their related interests in the normal course of business. The activity with respect to these loans for the years ended December 31, 2008 and 2007 follows:
The following represents the maturities and sensitivities of loans to changes in interest rates at December 31, 2008, without regard to scheduled periodic principal repayments on amortizing loans:
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Concentrations of Credit Risk: The bank grants installment, commercial and residential loans to customers in central and eastern West Virginia in striving to maintain a diversified loan portfolio. Nonetheless, concentrations of credit, defined as loans to a customer, the customers’ related parties, or to a number of customers operating in the same industry, which in the aggregate total 25% or more of capital, can occur. At December 31, 2008, we had four such concentrations.
Extensions of credit to companies in the lodging, restaurant and bar industry totaled $13,471,783. These loans are usually made to finance the purchase, operation or improvement of these establishments and are generally secured by liens on the subject property. Extensions of credit for the purchase of rental real estate totaled $15,804,795. These loans are usually made to purchase or improve the subject property and are secured by the rental unit(s). Extensions of credit for construction and contractors totaled $16,558,258. These loans are generally secured by the subject property and draw requests are approved based on scheduled work completed and periodic inspections of construction progress. Also, extensions of credit for ski resort related loans totaled $25,125,663. These loans are extended to business and residential properties in and around various West Virginia ski resorts. Additional collateral such as pledges of accounts receivable, real estate, or personal guarantees may also be required when granting any of these credits. The bank evaluates each such customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained is based upon these credit evaluations.
Note 5. Allowance for Loan Losses
An analysis of the allowance for loan losses for the years ended December 31, 2008 and 2007, is as follows:
The following summary provides additional information regarding impaired, nonaccrual and past due loans:
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No additional funds are committed to be advanced in connection with impaired loans.
Note 6. Bank Premises and Equipment
The major categories of bank premises and equipment and accumulated depreciation and amortization at December 31, 2008 and 2007, are summarized as follows:
Depreciation expense for the years ended December 31, 2008, and 2007 totaled $302,089 and $306,684 respectively.
Note 7. Deposits
The following is a summary of interest bearing deposits by type as of December 31, 2008 and 2007:
Interest expense on deposits is summarized below:
The following is a summary of the maturity distribution of certificates of deposit in amounts of $100,000 or more as of December 31, 2008 and 2007:
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A summary of the maturities for all time deposits as of December 31, 2008, follows:
At December 31, 2008 and 2007, deposits of related parties including directors, executive officers, and their related interests of Citizens Financial Corp. and subsidiary approximated $9,410,517 and $7,190,207, respectively.
Note 8. Derivative Instruments
From 2001 to 2004, the bank offered a product known as the Index Powered CD to its customers. This is a five-year certificate of deposit which, if held to maturity, provides the customer with guaranteed return of principal and interest which is linked to the performance of the Standard and Poor’s 500 Index over the term of the certificate of deposit. As of December 31, 2008 and 2007 the notional value of these deposits was $15,649 and $203,373, respectively.
The linkage of the interest earned on the certificate of deposit and the return of the index is considered an equity option and is accounted for as an embedded derivative under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). As required by SFAS 133, the fair value of the embedded derivative is deducted from the certificate of deposit creating a discount that is amortized to interest expense using the effective interest method over the term of the certificate of deposit. The corresponding equity option is carried as a liability at fair value with changes in the value recognized in current earnings.
To manage the market risk associated with this product, the bank entered into interest rate swap agreements with the Federal Home Loan Bank of Pittsburgh (“FHLB”) for the notional amount of the certificate of deposit. Under these agreements the bank pays either fixed or variable interest to the FHLB quarterly over the term of the certificate of deposit and the FHLB pays the bank the amount of interest due the customer at maturity.
This interest rate swap also represents a derivative contract and is accounted for as a fair value hedge under SFAS 133. As such, it is carried as an asset at fair value with changes in value being recognized in current earnings. The impact of our derivative activities on pretax income was $(3,157) in 2008, $(19,639) in 2007.
Note 9. Income Taxes
The company files income tax returns in the U.S. federal jurisdiction and the state of West Virginia. With few exceptions, the company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years prior to 2005. The company adopted the provisions of FIN 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007 with no impact on the financial statements.
The components of applicable income tax expense/(benefit) for the years ended December 31, 2008 and 2007, are as follows:
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Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured for tax purposes. Deferred tax assets and liabilities represent the future tax return consequences of temporary differences, which will either be taxable or deductible when the related assets and liabilities are recovered or settled.
The tax effects of temporary differences which give rise to the company's deferred tax assets and liabilities as of December 31, 2008 and 2007, are as follows:
A reconciliation between the amount of reported income tax expense and the amount computed by multiplying the statutory income tax rate by book pretax income for the years ended December 31, 2008 and 2007, is as follows:
Note 10. Employee Benefit Plans
The bank offers a number of benefit plans to its employees and directors. Among them are pension and other postretirement benefit plans which are described below.
Pension Plan: The bank has a defined benefit pension plan covering all employees who meet the eligibility requirements. To be eligible, an employee must be 21 years of age and have completed one year/1,000 hours of continuous service. The plan provides benefits based on the participant’s years of service and five-year average final compensation. Our funding policy is to make annual contributions as permitted or required by applicable regulations.
401(k) Plan: A 401(k) profit sharing plan is provided for the benefit of all employees who have attained the age of 21 and completed one year/1,000 hours of continuous service. The plan allows participating employees to contribute amounts up to the limits set by the Internal Revenue Service and permits the bank to make discretionary contributions to the plan in such amount as the Board may determine to be appropriate. Contributions made to the plan by the bank for the years ended December 31, 2008 and 2007, were $15,000 and $49,000, respectively.
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Executive Supplemental Income Plan: Subsequent to an amendment to the bank’s pension benefit formula in 1995, it offered a nonqualified executive supplemental income plan to certain senior officers, some of whom are now retired, as a means of overcoming the reduced pension benefit. The plan provides predetermined fixed monthly income for a period of 180 months to the participants upon retirement. It is funded by life insurance contracts which the bank purchased. The bank has been named the beneficiary of those contracts. The liability accrued under this plan at December 31, 2008 and 2007 was $241,179 and $247,417, respectively. The cash surrender values of the underlying insurance contracts at those same dates were $605,162 and $561,602. Expenses associated with the plan were $13,615 in 2008 and $10,566 in 2007.
Executive and Director Supplemental Retirement Plan: Effective January 1, 2003, the bank entered into a non-qualified supplemental executive and director retirement plan with various officers and directors of the bank which provides them with income benefits payable at retirement age or death. In connection with this plan, the bank purchased life insurance contracts in 2002 for $2,000,000. These contracts are not assets of the plan but are instead owned by the bank and had cash surrender values of $2,360,736 at December 31, 2008 and $2,273,638 at December 31, 2007. Liabilities under the plan were $848,420 at December 31, 2008 and $742,566 at December 31, 2007. Expenses of the plan, net of income for the increase in the cash surrender value, were $41,020 in 2008 and $40,081 in 2007.
In September 2006, the Emerging Issues Task Force (EITF) issued EITF 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.” This consensus concludes that for a split-dollar life insurance arrangement within the scope of this Issue, an employer should recognize a liability for future benefits in accordance with SFAS 106 (if, in substance, a postretirement benefit plan exists) or APB Opinion No. 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee. The consensus is effective for fiscal years beginning after December 15, 2007. Accordingly the company recorded a liability for the postretirement cost of the insurance policies carried by the bank to fund the directors and executive officers supplemental retirement plan. The company adopted this issue in the first quarter of 2008 as a change in accounting principle through a cumulative-effect adjustment to retained earnings of approximately $53,000, net of income tax. This adjustment is presented on our consolidated statements of changes in shareholders’ equity in this report.
Postretirement Healthcare and Life Insurance Plan: The bank sponsors a postretirement healthcare plan and a postretirement life insurance plan for all retired employees that meet certain eligibility requirements. Both plans are contributory with retiree contributions that are adjustable based on various factors, some of which are discretionary. These factors are intended to hold constant the maximum monthly benefit of $100 payable per eligible retiree for postretirement health care. Accordingly, an assumed 1 percentage point increase or decrease in healthcare cost trend rates would not impact the healthcare plan’s accumulated postretirement benefit obligation or the aggregate of the plans service and interest costs. Both the healthcare plan and life insurance plan are unfunded.
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CITIZENS FINANCIAL CORP.
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In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS 158). The company adopted SFAS 158 on a prospective basis beginning with the year ended December 31, 2006. Additional information regarding the company’s pension and other postretirement benefits is presented below in accordance with SFAS 158 for 2008 and 2007. In 2008, company adopted additional provisions of SFAS 158 requiring that we change our pension plan measurement date to December 31. The following disclosures present the pension disclosures with measurement dates of December 31, 2008 and October 31 2007, respectively.
The accumulated benefit obligation of our pension plan was $4,708,521 at December 31, 2008 and $4,315,444 at October 31, 2007.
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Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income
Unrecognized prior service cost is expensed using a straight-line amortization of the cost over the average future service of employees expected to receive benefits under the plan.
The estimated net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $113,679. The estimated transition obligation for the other defined benefit postretirement plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $20,946.
The expected long-term rate of return for the pension plan is based on the expected return of each of the plan’s asset categories (detailed in the following table), weighted based on the median of the target allocation of each category.
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Plan Assets
Investment Policy and Strategy
The policy, as established by the Pension Committee, is to invest assets per the target allocations stated above. The assets will be reallocated periodically to meet the above target allocations. The investment policy will be reviewed periodically, under the advisement of a certified investment advisor, to determine if the policy should be changed.
The overall investment return goal is to achieve a return greater than a blended mix of stated indices tailored to the same asset mix of the plan assets by 0.5% after fees over a rolling 5-year moving average basis.
Allowable assets include cash equivalents, fixed income securities, equity securities, exchange traded index funds and GICs. Prohibited investments include, but are not limited to, commodities and future contracts, private placements, options, limited partnerships, venture capital investments, real estate and IO, PO, and residual tranche CMOs. Unless a specific derivative security is allowed per the plan document, permission must be sought from the Pension Committee to include such investments.
In order to achieve a prudent level of portfolio diversification, the securities of any one company should not exceed more that 10% of the total plan assets, and no more that the 25% of total plan assets should be invested in any one industry (other than securities of U.S. Government or Agencies). Additionally, no more than 20% of the plan assets shall be invested in foreign securities (both equity and fixed).
Cash Flows
Contributions: Our pension plan calls for a contribution of approximately $729,556 in 2009. No contributions are expected to be made to our other postretirement plans, however.
Estimated Future Benefits Payments: The following benefit payments, which reflect future service, are expected to be paid:
Note 11. Other Borrowings
Short-Term Borrowings: During 2008 and 2007, our short-term borrowings consisted of securities sold under agreements to repurchase (repurchase agreements), advances under a line of credit with the Federal Home Loan Bank of Pittsburgh (FHLB) and federal funds purchased. Interest is paid on the repurchase agreements based on either fixed or variable rates as determined upon origination. At December 31, 2008 and 2007, securities with an amortized cost of $23,873,685 and $14,611,458, respectively, and estimated fair values of $24,474,136 and $14,750,799, respectively, were pledged to secure the repurchase agreements.
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As a member of the FHLB, the bank has access to various lines of credit under programs administered by the FHLB. Borrowings under these arrangements bear interest at the interest rate posted by the FHLB on the day of the borrowing and are subject to change daily. The lines of credit are secured by a blanket lien on all unpledged and unencumbered assets.
The following information is provided relative to our short-term borrowing obligations:
Long-Term Borrowings: Long-term borrowings of $7,865,485 and $2,718,865 at December 31, 2008 and 2007, respectively, consist of advances from the FHLB which are used to finance specific lending or investing activities. These advances carry fixed interest rates ranging from 2.80% to 5.00% while the weighted average interest rate at December 31, 2008 was 3.82%. The weighted average interest rate for the year ending December 31, 2007 was 4.56%.
A summary of the maturities of the long-term borrowings for the next five years is as follows:
Note 12. Commitments and Contingencies
At December 31, 2008 and 2007, the bank maintained required reserve balances with the Federal Reserve Bank of Richmond approximating $217,000 and $338,000, respectively. The bank does not earn interest on such reserve balances.
Litigation: We are involved in various legal actions arising in the ordinary course of business. In the opinion of counsel, the outcome of these matters will not have a significant adverse effect on our financial condition or results of operations.
Financial Instruments With Off-Balance-Sheet Risk: The bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts of these instruments reflect the extent of involvement the bank has in particular classes of financial instruments.
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The bank'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 amount of these instruments. The bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
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 and may require payment of a fee. The bank evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the bank upon extension of credit, is based on management's credit evaluation. Collateral held varies but may include accounts receivable, inventory, equipment or real estate.
Standby letters of credit are conditional commitments issued by the bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans. These letters of credit are generally uncollateralized.
Note 13. Shareholders’ Equity and Restrictions on Dividends
The primary source of funds for the dividends paid by Citizens Financial Corp. is dividends received from Citizens National Bank. Dividends paid by the bank are subject to restrictions by banking regulations. The most restrictive provision requires approval by the Office of the Comptroller of the Currency if dividends declared in any year exceed the year's net income, as defined, plus the retained net profits of the two preceding years. At December 31, 2008, the net retained profits available for distribution to Citizens Financial Corp. as dividends without regulatory approval approximate $922,574 or 4.4% of consolidated net assets.
The company and bank are subject to various regulatory capital requirements administered by the federal banking agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the company and bank must meet specific capital guidelines that involve quantitative measures of the company’s and bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The company and bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
Quantitative measures established by regulation to ensure capital adequacy require the company and bank to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets. We believe, as of December 31, 2008, that the company and bank meet all capital adequacy requirements to which they are subject.
The most recent notification from the Office of the Comptroller of the Currency categorized the bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table below. There are no conditions or events since that notification that we believe have changed the bank's category.
The bank’s actual capital amounts and ratios, which are the same as those for the holding company on a consolidated basis, are presented in the following table (in thousands).
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Note 14. Fair Value Measurements
The company adopted SFAS No. 157, “Fair Value Measurements” (SFAS 157), on January 1, 2008 to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. SFAS 157 clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
In February of 2008, the FASB issued Staff Position No. 157-2 (FSP 157-2) which delayed the effective date of SFAS 157 for certain nonfinancial assets and nonfinancial liabilities except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis. FSP 157-2 defers the effective date of SFAS 157 for such nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. Thus, the company has only partially applied SFAS 157. Those items affected by FSP 157-2 include other real estate owned (OREO), goodwill and core deposit intangibles.
In October of 2008, the FASB issued Staff Position No. 157-3 (FSP 157-3) to clarify the application of SFAS 157 in a market that is not active and to provide key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP 157-3 was effective upon issuance, including prior periods for which financials statements were not issued.
SFAS 157 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the company’s market assumptions. The three levels of the fair value hierarchy under SFAS 157 based on these two types of inputs are as follows:
Level 1 - Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 - Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
Level 3 - Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.
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The following describes the valuation techniques used by the company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:
Securities available for sale: Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).
Derivative financial liabilities: The fair value measurement of the interest rate swaps are based on valuation techniques of similar products for which assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of similar products by using pricing models that considers observable market data (Level 2).
The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2008:
Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.
The following describes the valuation techniques used by the company to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements:
Impaired Loans: Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on the observable market price of the loan, the present value of cash flows expected to be realized from the loan, or the fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the company using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.
The following table summarizes the company’s financial assets that were measured at fair value on a nonrecurring basis during the period.
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SFAS No. 107, “Disclosures about Fair Value of Financial Instruments” requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The following summarizes the methods and significant assumptions used in estimating fair value under SFAS No. 107:
Cash and Due From Banks: The carrying values of cash and due from banks approximate their estimated fair values.
Federal Funds Sold: The carrying values of federal funds sold approximate their estimated fair values.
Securities: Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that considers observable market data (Level 2).
Loans: The estimated fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for loans with similar terms to borrowers of similar credit quality. No prepayments of principal are assumed.
Accrued Interest Receivable and Payable: The carrying values of accrued interest receivable and payable approximate their estimated fair values.
Deposits: The estimated fair values of demand deposits (i.e. noninterest bearing and interest bearing checking), money market, savings and other variable rate deposits approximate their carrying values. Fair values of fixed maturity deposits are estimated using a discounted cash flow methodology at rates currently offered for deposits with similar remaining maturities. Any intangible value of long-term relationships with depositors is not considered in estimating the fair values disclosed.
Short-Term Borrowings: The carrying values of short-term borrowings approximate their estimated fair values.
Long-Term Borrowings: The fair values of long-term borrowings are estimated by discounting scheduled future payments of principal and interest at current rates available on borrowings with similar terms.
Off-Balance-Sheet Instruments: The fair values of commitments to extend credit and standby letters of credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit standing of the counterparties. The amounts of fees currently charged on commitments and standby letters of credit are deemed insignificant, and therefore, the estimated fair values and carrying values are not shown below.
Derivative Financial Instruments: The fair value measurement of the interest rate swaps are based on valuation techniques of similar products for which assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of similar products by using pricing models that considers observable market data (Level 2).
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The carrying values and estimated fair values of the company's financial instruments are summarized below:
The company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the company’s overall interest rate risk.
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Note 15. Condensed Financial Statements of Parent Company
Information relative to the parent company's balance sheets at December 31, 2008 and 2007, and the related statements of income and cash flows for the years ended December 31, 2008 and 2007, are presented below.
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Report of Independent Registered Public Accounting Firm
To the Board of Directors
Citizens Financial Corp. and Subsidiary
Elkins, West Virginia
We have audited the accompanying consolidated balance sheets of Citizens Financial Corp. and Subsidiary as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Citizens Financial Corp. and Subsidiary as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.
We were not engaged to examine management's assertion about the effectiveness of Citizens Financial Corp. and Subsidiary’s internal control over financial reporting as of December 31, 2008 included in the accompanying Report of Management’s Assessment of Internal Control Over Financial Reporting and, accordingly, we do not express an opinion thereon.
Yount, Hyde & Barbour, P.C.
Winchester, Virginia
March 11, 2009
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Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
No reportable items.
Item 9A(T).
Item 9A(T). Controlsand Procedures
As of the end of the period covered by this Annual Report on Form 10-K, the company, under the supervision and with the participation of management, including the chief executive officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of the company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-14 and 15d-4. Based upon that evaluation, the chief executive officer and principal financial officer concluded that the company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the company which is required to be included in the company’s periodic SEC filings. The company did not have any changes in internal control over financial reporting during its fourth quarter for the year ending December 31, 2008, that materially effected, or were reasonably likely to effect the company’s internal control over financial reporting.
Report of Management’s Assessment of Internal Control Over Financial Reporting
Citizens Financial Corp. is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements and notes included in this annual report have been prepared in conformity with United States generally accepted accounting principles and necessarily include some amounts that are based on management’s estimates and judgments.
The management of Citizens Financial Corp. is responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.
The Audit Committee, consisting entirely of independent directors, meets regularly with management, internal auditors and the independent registered public accounting firm, and reviews audit plans and results, as well as management’s actions taken in discharging responsibilities for accounting, financial reporting, and internal control. Yount, Hyde & Barbour, P.C., independent registered public accounting firm, and the internal auditors have direct and confidential access to the Audit Committee at all times to discuss the results of their examinations.
Management assessed the company’s system of internal control over financial reporting as of December 31, 2008. In making this assessment, we used the criteria for effective internal control over financial reporting set forth in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concludes that, as of December 31, 2008, its system of internal control over financial reporting is effective and meets the criteria of the Internal Control-Integrated Framework. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Item 9B.
Item 9B. Other Information
No reportable items.
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PART III
Item 10.
Item 10. Directors, Executive Officers, and Corporate Governance
The number of directors of the company may consist of not less than five nor more than 25 persons in accordance with the company’s Articles of Incorporation. The number of directors is fixed by resolution of a majority vote of shareholders and currently stands at nine. Among them, Mr. John A. Yeager, CPA, serves as an independent director and as the company’s audit committee financial expert. Mr. Yeager received his bachelor’s degree in accounting from West Virginia University in 1980 and has six years experience in public accounting. During that time, Mr. Yeager gained experience in the audit of banks whose characteristics and complexity are similar to Citizens. Mr. Yeager also has served as controller for two nonbanking companies for approximately 19 years. He has served on the board of directors of Citizens National Bank since April, 1999 and of Citizens Financial Corp. since April, 2003. His current term on the holding company board expires in April, 2009. The following table sets forth the names of all of the persons who have served as directors of Citizens Financial Corp. for the year ended December 31, 2008, their ages and principal occupations, their length of service to the company and the expiration of their present terms.
(1)
All of the above named directors, with the exception of Mr. Alday, have also served as directors of Citizens National Bank for the past five years on a continuous basis. Mr. Alday has not served Citizens National Bank in any official capacity.
(2)
Mr. Alday, Mr. Kump, and Mr. Yeager have been nominated to stand for reelection to an additional 3 year term expiring in April, 2012.
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Set forth below are the executive officers of Citizens Financial Corp. and subsidiary, their age, present position and relations that have existed with affiliates and others during the past five years.
Citizens has adopted a Code of Ethics that applies to all employees, including its executive officers. In the event that Citizens makes any amendment to, or grants any waivers of, a provision of the Code of Ethics that applies to the principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable SEC rules, the company intends to disclose such amendment or waiver and the reasons therefore, and Citizens will disclose the nature of such amendment or waiver in a report on Form 8-K. Citizens’ Code of Ethics may be viewed by accessing our website at www.citizensnationalbank.com.
Item 11.
Item 11. Executive Compensation
Executive Compensation: The executive officers of Citizens Financial Corp. serve without compensation from the company. Those serving as officers of the subsidiary bank are compensated by the bank for that service, however. The principal executive officer of the corporation serves without compensation from the bank or the company. He is currently retired from the bank and receives fees for his role as a director of the company, as well as from retirement plan distributions. None of the company’s executive officers serve under an employment agreement with the company. Compensation is primarily comprised of a base salary that is adjusted by the Board’s personnel committee annually. The company currently does not provide equity or incentive based compensation to executive officers.
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The following table sets forth the compensation of the company's Principal Executive Officer (PEO), as well as the two most highly compensated executive officers, other than the PEO, who were serving as executive officers at the end of the last completed fiscal and have total annual compensation exceeding $100,000.
SUMMARY COMPENSATION TABLE
(1)
Mr. Schoonover is retired from the bank and receives payments from supplemental retirement plans. The payment of such benefits results in a decrease in the value of each nonqualified deferred compensation plan, therefore these have been excluded from the table above. He participates in the executive supplemental income plan and the executive and director supplemental retirement plan; the change in the values of those plans was $(35,173) in 2008 and $(33,091) in 2007.
(2)
Mr. Schoonover and Mr. Johnson also serve as members of the board of directors. In 2008, for his services as a director, Mr. Schoonover received director fees of $30,696 for board and committee meetings, as well as other compensation totaling $6,432 which included $5,001 for consulting fees and the remainder for insurance premiums paid for the benefit of the director. In 2007, Mr. Schoonover received director fees of $26,519 for board and committee meetings, as well as other compensation totaling $27,859. Mr. Johnson received $12,256 and $9,219 in director fees for his services on the board for 2008 and 2007, respectively.
(3)
In addition to the board fees described in the preceding footnote, this column includes the company’s contributions to the individual’s 401(k) retirement savings program to which the individual has a vested interest and taxable income resulting from participation in a bank sponsored executive and director supplemental retirement plan. The bank's group life and health insurance program, which is paid for by the bank, is made available to all full-time employees and does not discriminate in favor of directors or officers; however, in accordance with IRS Code Section 79, the cost of group term life insurance coverage for an individual in excess of $50,000 is added to the individual's earnings and is also included in this figure. Since Mr. Schoonover is retired from the bank his figure also includes, $9,061 received from the executive supplemental income plan, $20,424 received from the executive and director supplemental retirement plan for each of the years presented.
Retirement Plans: Citizens Financial Corp., having no employees, has no retirement program, but Citizens National Bank has a pension program for its eligible employees. This pension plan is a qualified retirement plan and is available to all employees, including officers, who meet the eligibility requirements. Directors do not participate in this plan. The bank’s defined benefit pension plan covers all employees who meet the eligibility requirements. To be eligible, an employee must be 21 years of age and have completed one year/1,000 hours of continuous service. Our funding policy is to make annual contributions as permitted or required by applicable regulations. Pensions for all participants are based on five-year average final compensation. Credits are received for each year of participation at the following rates: 1 percent of the first $9,600 of the 5-year average final compensation and 1.5 percent of such average final compensation in excess of $9,600, all multiplied by years of service up to a 25-year maximum. The pension benefits are payable to participants on a monthly basis in the form of a joint and 50 percent survivor annuity for all married participants who do not elect otherwise, or in the form of a single life annuity for all other participants or survivors. Joint and 100 percent survivorship, single life annuity or 120 payments guaranteed are other optional forms of distribution. Under the plan, the normal retirement age is 65. However, an employee can retire beginning at age 60 and received full benefits based on the same formula described above using their current years of service and last five years of compensation. Mr. Schoonover, who is retired from the bank, is currently receiving an annual benefit of $30,467 under this plan. Mr. Johnson is eligible to retire under the early retirement provisions of this plan. Additional information regarding the plan is contained in Note 10 to the accompanying consolidated financial statements.
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The bank has established a 401(k) plan for the benefit of all employees who meet eligibility requirements. A description of the Plan, the eligibility requirements and the contributions made to the Plan by the bank for the years ended December 31, 2008 and 2007 may be found in Note 10 to the accompanying consolidated financial statements.
The bank entered into a nonqualified supplemental income plan with certain senior officers as described in Note 10 to the accompanying consolidated financial statements. A copy of the plan, and the amendments thereto, are incorporated herein by reference to the exhibits contained in the company’s Forms 10-K dated December 31, 1997 and 1996. The plan was originally established for certain key officers after the employee pension plan benefit calculations were revised and benefits were reduced. This plan was purchased to replace the lost retirement income the officers had suffered through the pension modification. Normal retirement age under the plan is 65. However, executives can receive 100% of their retirement benefit if they retire early after age 62 and have completed 30 years of service. This deferred compensation plan calls for 180 equal monthly payments to be paid beginning after retirement. The monthly retirement benefit for Mr. Schoonover, Mr. Johnson, and Mr. Derbyshire is $755, $669, and $1,069, respectively. These payment amounts were determined at plan inception as a direct result of the benefits lost in the pension modification. Mr. Schoonover is currently receiving benefits under the plan, and Mr. Johnson is currently qualified to retire under the early retirement provisions.
Also as explained in Note 10, effective January 1, 2003, the bank entered into another nonqualified executive and director supplemental retirement plan with its directors and those officers who qualified. A copy of the plan is incorporated herein by reference to Exhibit 10 contained in the company’s Form 10-K dated December 31, 2003. This plan was designed to reward directors and key officers for their service on a basis consistent with that of many of our competitors. Benefits paid under the plan (if any) are the result of excess after-tax earnings of certain life insurance contracts purchased by the bank over a defined opportunity cost. The opportunity cost is defined as a rolling five-year average of the three-year Treasury bill. The excess earnings are used to compute a retirement benefit that is recorded in a pre-retirement account as a liability on books of the registrant for each plan year. The change in the pre-retirement benefit is included in the summary compensation table above under the caption Nonqualified Deferred Compensation Earnings. Upon retirement of an executive, the balance in the pre-retirement account is paid to the executive in 120 monthly installments or until the executive’s death. In addition to these payments, the retiree also receives the additional excess earnings for each plan year subsequent to his retirement until death. These excess earnings are calculated using the same formula as described in this paragraph. The plan defines normal retirement age as 65, but an executive can retire with 100% of his benefits at age 62 if he has 30 years of service with the company. If the executive retires or leaves employment before he is age 65 and does not have 30 years of service, he will receive no benefit from the plan. Mr. Schoonover receives benefits from this plan, and Mr. Johnson is currently qualified to retire under this plan with full benefits. The plan also includes a death benefit for each executive. If an executive dies before retirement, his designee will receive a death benefit of two and one half times the executive’s final pre-tax gross salary. If the executive dies after retirement, his designee will receive a $100,000 death benefit. In either case, the executive’s designee also receives any remaining retirement benefit as well.
Other Benefits: Senior management also participates in the bank’s other benefit plans on the same terms as other employees. These plans include medical insurance, life insurance, and discounts on bank products.
Change in Control: No employment contracts exist between any executive officer and the registrant, or its subsidiary. However, the executive supplemental income plan and the executive and director supplemental retirement plan described above both contain a change in control clause.
Under the executive supplemental income plan, if a change in control occurs and the executive voluntarily terminates his position, is permanently disabled, or is discharged without just cause he is entitled to receive full benefits under this plan beginning at the early retirement age (62) without satisfying any minimum years of service requirement. The monthly retirement benefit for Mr. Schoonover, Mr. Johnson, and Mr. Derbyshire is $755, $669, and $1,069, respectively.
Under the executive and director supplemental retirement plan, if there is a change in control and the executive is subsequently terminated without cause, the benefits to be received under the plan vest as if the executive had worked for the company until normal retirement age. The executive will continue to accrue benefits based on the original benefit formula and will receive benefits upon attaining normal retirement age.
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
Director Compensation: The following table presents the compensation of the directors of the company for the year ended December 31, 2008:
DIRECTOR COMPENSATION
(1)
For his service as chairman of the board, Mr. Armentrout received consulting fees of $26,784. The bank paid health insurance premiums for Mr Brown and Mr. Kump in the amount of $12,030 per person.
The table above includes all directors of Citizens Financial Corp, except for Robert J. Schoonover and William T. Johnson, Jr. who also serve as executive officers. With the exception of Mr. Alday, each director also serves on the board for Citizens National Bank. The table includes compensation from the company and the subsidiary bank. There are four additional directors excluded from the table above that only serve on the board for Citizens National Bank. The bank directors, Dickson W. Kidwell, Franklin M. Santmyer, Jr., Thomas A. Wamsley, and C. Curtis Woodford earned total compensation of $31,283, $16,551, $28,603, and $13,355, respectively.
Directors of the registrant are compensated for meetings attended in the amount of $100 per meeting. Directors of the bank receive $1,063 per meeting. Under normal circumstances, the Board of Citizens Financial Corp. meets quarterly while the Citizens National Bank Board meets monthly. Directors also receive monthly fees for serving on and attending the meetings of various committees such as the loan committee, audit committee, or compliance committee. Directors do not participate in the bank’s pension plan. However, they do participate in the executive and director supplemental retirement plan. Benefits earned under this plan are included in “Nonqualified Deferred Compensation Earnings” column in the table above. The benefit calculation of the plan for the directors is substantially the same as the officers, except their vesting period to receive benefits is 15 years, normal retirement age is 70 and their death benefit is $100,000 regardless of retirement status. The amount of earnings allocated to each director under this plan is included in the above table.
Also included in the Other Compensation column above are insurance premiums paid by the bank for benefit of the directors, as well as a consulting fee paid to the chairman of Citizens Financial Corp., Max L. Armentrout in the amount of $26,784.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The company does not have any plan that provides for the issuance of any securities under equity compensation plans.
The company has one shareholder, Max L. Armentrout, who is the beneficial owner of more than 5% of the company's common stock, the only class of stock outstanding, as of February 28, 2008. Mr. Armentrout, who is chairman of the board of directors of the company, beneficially owns 94,975 shares or 5.19% of the outstanding stock. His direct and indirect ownership is disclosed in the table below.
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
The following table sets forth the amount and percentage of stock of Citizens Financial Corp. beneficially owned by each director and executive officer of the company, and by all directors and executive officers as a group, as of February 28, 2009.
(1)
These 15,425 shares are owned by Mr. Armentrout's wife.
(2)
Mr. Alday's indirect ownership includes 20,400 shares owned by his wife and 40,200 shares which he votes for the Phil Williams Coal Company. The 40,200 shares he votes for the Phil Williams Coal Company are also pledged as collateral for a loan made in the normal course of business by the subsidiary bank.
(3)
Includes 1,750 shares owned jointly with his wife and 1500 shares held in custody for their children.
(4)
Includes 300 shares owned jointly with his wife and 150 shares owned by his wife.
(5)
Includes 6,284 shares owned jointly with his wife and 2,820 shares owned by his wife.
(6)
Includes 6,050 shares owned by his wife and 5,500 shares owned by their children.
(7)
These 300 shares are owned jointly with his wife.
(8)
These 475 shares are owned jointly with his wife.
(9)
This figure represents the ownership of persons who are directors or executive officers of the subsidiary bank but not of the company. Such persons number five.
Item 13.
Item 13. Certain Relationships and Related Transactions and Director Independence
Management personnel of Citizens Financial Corp. have had and expect to continue to have banking transactions with Citizens National Bank in the ordinary course of business. Extensions of credit to such persons are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. It is the opinion of management that these transactions do not involve more than a normal risk of collectibility or present other unfavorable features.
As of December 31, 2008, outstanding loan balances to related parties totaled $6,394,403 or 30.7% of equity capital with unused lines of credit of $1,305,247 or 6.3% of the equity capital of Citizens Financial Corp. outstanding to these parties.
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
Other than loans originated in the normal course of business by the Bank, none of the directors, executive officers, five percent or more beneficial stockholders or their immediate family members have an interest or are involved in any transactions with Citizens Financial Corp. or Citizens National Bank in which the amount involved exceeds $120,000, or was not subject to the usual terms or conditions, or was not determined by competitive bids. Information related to loans granted to related parties in excess of $120,000 is contained in Note 4 to the accompanying consolidated financial statements. Similarly, no director, executive officer or five percent or more beneficial stockholder has an equity interest in excess of 10 percent in a business or professional entity that has made payments to or received payments from Citizens Financial Corp. or Citizens National Bank in 2008 which exceeds five percent of either party's gross revenue.
Item 14.
Item 14. Principal Accounting Fees and Services
Fees for services provided by our principal accountants are provided below:
Audit fees consist of fees for professional services rendered for the audit of the Company’s financial statements and review of financial statements included in the Company’s quarterly reports. Audit-related fees are primarily related to consultations concerning financial accounting and reporting standards. The increase in 2007 audit-related fees is primarily attributable to assurance services on the methodology used in developing the company’s allowance for loan losses. Tax fees consist of compliance fees for the preparation of original tax returns and fees for tax consulting services.
The Audit Committee Charter requires that the audit committee pre-approve all audit and non-audit services to be provided to Citizens by the independent accountants; provided, however, that the audit committee may specifically authorize its chairman to pre-approve the provision of any non-audit service to the company. Further, the foregoing pre-approved policies may be waived, with respect to the provision of any non-audit services consistent with the exceptions for federal securities law. All of the audit, audit related, and tax services described above were pre-approved by the audit committee.
Part IV
Item 15.
Item 15. Exhibits and Financial Statements Schedules
(a)
(1) and (2) Financial Statements and Financial Statement Schedules.All financial statements and financial statement schedules required to be filed by Item 8 of this Form or by Regulation S-X which are applicable to the registrant have been presented in the financial statements, notes thereto, in management's discussion and analysis of financial condition and results of operations or elsewhere where appropriate.
(3)
The following is a list of all exhibits filed as part of this report:
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
INDEX TO EXHIBITS
(i)
The company’s Articles of Incorporation, which were previously filed as amended on pages 23-35 of it’s Form 10-Q dated March 31, 2006, are incorporated herein by reference.
(ii)
The company’s Bylaws, which were previously filed as amended on pages 36-41 of it’s Form 10-Q datedMarch 31, 2006, are incorporated herein by reference.
The rights of security holders are defined in the Articles of Incorporation which were previously filed as amended on pages 66-70 of our Form 10-K dated December 31, 1999 which is incorporated herein by reference.
10 The following material contracts are incorporated by reference into this filing:
1)
The bank’s Executive Supplemental Income Agreement as previously filed on pages 74-80 of the company’s Form 10-K dated December 31, 1995 and thereafter amended and filed on page 62 of the company’s Form 10-K dated December 31, 1996.
2)
The bank’s Purchase and Assumption Agreement with South Branch Valley National Bank for the purchase of it’s banking facilities, assets and liabilities located in Petersburg, West Virginia dated December 17, 1999 and filed on pages 71-113 of the company’s Form 10-K dated December 31, 1999.
3)
The bank’s Supplemental Retirement and Split Dollar Life Insurance plans for executives and directors dated January 1, 2003 and previously filed on pages 75-110 of it’s Form 10-K dated December 31, 2003.
4)
The bank’s Purchase and Assumption Agreement with Pendleton Community Bank for the sale of certain assets and transfer certain deposits and other liabilities of its branch offices located in Petersburg and Marlinton, West Virginia dated January 13,
The computation of per share earnings may be clearly determined by the material contained in this filing.
The computation of minimum standard capital ratios, as contained in this report, was done as specified in applicable regulatory guidelines. All other ratios presented may be clearly determined from the material contained in this filing.
The company’s Code of Ethics, which is applicable to all employees of the company and it’s subsidiary, including the principal executive officer and principal accounting officer, has been made available on the company’s website, www.citizensnationalbank.com, and is, therefore, not filed as part of this Form 10-K.
List of subsidiaries of the registrant (filed herewith).
Consent of Yount, Hyde and Barbour, P.C. (filed herewith).
31.01
Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.02
Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.01
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (filed herewith).
32.02
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (filed herewith).
Notice of Annual Meeting of Stockholders and Proxy
(b)
Exhibits required by item 601 of Regulation S-K-all applicable exhibits have been filed as detailed in the Index to Exhibits. Exhibits contained in item 601 of Regulation S-K but not contained in the Index are not applicable or are not required in Form 10-K.
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
Signatures
Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature
Title
Date
/s/ Max L. Armentrout
Chairman of the Board
3/11/09
Max L. Armentrout
and Director
Director
Robert N. Alday
/s/ William J. Brown
Director
3/11/09
William J. Brown
/s/ Edward L. Campbell
Director
3/11/09
Edward L. Campbell
/s/ William T. Johnson, Jr.
Director
3/11/09
William T. Johnson, Jr.
/s/ Cyrus K. Kump
Director
3/11/09
Cyrus K. Kump
/s/ Robert J. Schoonover
Director
3/11/09
Robert J. Schoonover
/s/ L. T. Williams
Director
3/11/09
L. T. Williams
/s/ John A. Yeager
Director
3/11/09
John A. Yeager
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CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15 (d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT
The entire annual report and proxy materials will be mailed to the company's stockholders and will be furnished to the Commission for its information under separate cover, in paper format, concurrent with submission to stockholders on March 23, 2009.