UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2001 or ( ) Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the transition period from No. 0-23863 (Commission File Number) PEOPLES FINANCIAL SERVICES CORP. (Exact Name of Registrant as Specified in its Charter) Pennsylvania 23-2931852 (State of Incorporation) (IRS Employer ID Number) 50 Main Street Hallstead, PA 18822 (Address of Principal Executive Offices) (Zip Code) (570) 879-2175 (Registrant's Telephone Number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days. Yes X NO____ Number of shares outstanding as of June 30, 2001 COMMON STOCK ($2 Par Value) 2,119,084 --------------------------- -------------------------- (Title of Class) (Outstanding Shares) PEOPLES FINANCIAL SERVICES CORP. FORM 10-Q For the Quarter Ended June 30, 2001 Contents PART I. FINANCIAL INFORMATION Page No. Item 1. Financial Statements Consolidated Statements of Financial Condition as of June 30, 2001 (Unaudited) and December 31, 2000 3 Consolidated Statements of Income (Unaudited) for the Six Months and Three Months Ended June 30, 2001 and 2000 4 Consolidated Statements of Comprehensive Income (Unaudited) for the Six Months Ended June 30, 2001 and 2000 5 Consolidated Statements of Shareholders' Equity (Unaudited) for the Six Months Ended June 30, 2001 and 2000 6 Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2001 and 2000 7 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosure About Market Risks 17 PART II. OTHER INFORMATION 17 Item 1. Legal Proceedings 17 Item 2. Changes in Securities 17 Item 3. Defaults in Senior Securities 17 Item 4. Submission of Matters for Security Holder Vote 17 Item 5. Other Information 17 Item 6. Exhibits and Reports on Form 8-K 18 PEOPLES FINANCIAL SERVICES CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION June 30, 2001 and December 31, 2000 (UNAUDITED) (In thousands, except per share data) ASSETS: JUNE 2001 DEC 2000 Cash and Due from Banks .................. $ 5,522 $ 5,507 Interest Bearing Deposits with Other Banks 3,081 2,090 Federal Funds Sold ....................... 0 0 Securities Available for Sale ............ 97,651 99,678 Loans .................................... 177,985 172,185 Less: Unearned Income .......... (3) (6) Allowance for Loan Loss ......... (1,919) (1,918) Loans, Net ...................... 176,063 170,261 Bank Premises and Equipment, Net ......... 3,399 3,411 Accrued Interest Receivable .............. 2,441 2,362 Other Assets ............................. 7,931 4,315 TOTAL Assets ............................. $ 296,088 $ 287,624 LIABILITIES Deposits, Non-Interest Bearing ........... $ 28,570 $ 27,290 Deposits, Interest Bearing ............... 210,104 203,449 Total Deposits ........................... 238,674 230,739 Accrued Interest Payable ................. 776 853 Short-term Borrowings .................... 6,155 7,245 Long-term Borrowings ..................... 17,500 17,500 Other Liabilities ........................ 435 435 TOTAL Liabilities ........................ 263,540 256,772 SHAREHOLDERS' EQUITY Common Stock * ........................... 4,455 4,455 Surplus .................................. 4,611 4,611 Treasury Stock at Cost ................... (2,364) (1,628) Undivided Profit ......................... 25,074 23,544 Accumulated Other Comprehensive Income ... 772 (130) TOTAL Shareholders' Equity ............... 32,548 30,852 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 296,088 $ 287,624 <FN> *Common Stock, par value $2 per share,12,500,000 shares authorized: 2,119,084 and 2,149,835 shares issued and outstanding at June 30, 2001 and December 31, 2000, respectively </FN> See Notes to Consolidated Financial Statements PEOPLES FINANCIAL SERVICES CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share data) Six Months Ended 3 Months Ended 30-Jun 30-Jun 30-Jun 30-Jun INTEREST INCOME: 2001 2000 2001 2000 Interest and Fees on Loans ................... $ 7,333 $ 6,562 $ 3,683 $ 3,361 Interest Investments, Taxable ................ 2,104 2,096 1,041 1,063 Tax Exempt ........................ 777 789 386 411 Dividends ......................... 42 43 19 22 Interest on Federal Funds Sold ............... 32 20 31 18 Interest on Deposits of Other Banks .......... 100 40 50 17 TOTAL Interest Income ........................ 10,388 9,550 5,210 4,892 Interest on Deposits ......................... 4,541 4,341 2,221 2,238 Interest on Borrowed Funds ................... 665 530 311 299 TOTAL Interest Expense ....................... 5,206 4,871 2,532 2,537 Net Interest Income .......................... 5,182 4,679 2,678 2,355 Provision for Loan Losses .................... 20 120 0 60 Net Interest Income, after Loan Loss Provision 5,162 4,559 2,678 2,295 OTHER INCOME: Service Charges and Fees ..................... 547 468 298 208 Gains on Security Sales ...................... 29 0 0 (2) Other Operating Income ....................... 225 205 146 135 TOTAL Other Income ........................... 801 673 444 341 OTHER EXPENSES: Salaries and Benefits ........................ 1,488 1,408 878 684 Occupancy Expenses ........................... 142 167 68 80 Furniture and Equipment Expense .............. 197 180 98 88 FDIC Insurance and Assessments ............... 59 57 29 28 Professional Fees and Outside Services ....... 109 96 60 55 Computer Services and Supplies ............... 183 164 109 82 Taxes, Other Than Payroll and Income ......... 141 129 74 64 Other Operating Expenses ..................... 653 627 326 320 Total Non-Interest Expense ................... 2,972 2,828 1,642 1,401 Income Before Income Taxes ................... 2,991 2,404 1,480 1,235 Provision for Income Taxes ................... 732 563 362 290 Net Income ................................... $ 2,259 $ 1,841 $ 1,118 $ 945 Net Income Per Share, Basic .................. $ 1.06 $ 0.85 $ 0.53 $ 0.44 Net Income Per Share, Diluted ................ $ 1.06 $ 0.85 $ 0.53 $ 0.44 See Notes to Consolidated Financial Statements PEOPLES FINANCIAL SERVICES CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Six Months Ended (In thousands) June 30 June 30 2001 2000 Net Income .................................. $ 2,259 $ 1,841 Other Comp Income (loss): Unrealized Holding Gains/Losses on Securities 1,396 83 Less: Reclassification Adjustment .. 29 0 Other Comp Income (loss) before tax ......... 1,367 83 Federal Income Tax Expense (benefit) ........ (465) 28 Other Comp Income (loss) .................... 902 55 TOTAL Comp Income ........................... $ 3,161 $ 1,896 See Notes to Consolidated Financial Statements PEOPLES FINANCIAL SERVICES CORP. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED) Accumulated (In thousands) Other Common Surplus Undivided Comprehensive Treasury Total Stock Profit Income Stock Balance, December 31, 1999 .................................... $ 4,455 $ 4,512 $ 20,980 ($ 2,087) ($ 1,050) $ 26,810 Net Income ..................................................... 0 0 1,841 0 0 1,841 Cash Dividends Paid, 2000 ($0.30 per share) .................... 0 0 (651) 0 0 (651) Treasury Stock Purchase ........................................ 0 0 0 0 (494) (494) Treasury Stock Issued for DRIP and Stock Option Plan ........... 0 58 0 0 48 106 Change in unrealized gain/loss on securities available for sale, net of deferred income taxes .................................. 0 0 0 55 0 55 Balance, June 30, 2000 ........................................ $ 4,455 $ 4,570 $ 22,170 ($ 2,032) ($ 1,496) $ 27,667 Balance, December 31, 2000 .................................... $ 4,455 $ 4,611 $ 23,544 ($ 130) ($ 1,628) $ 30,852 Net Income ..................................................... 0 0 2,259 0 0 2,259 Cash Dividends Paid, 2001($0.34 per share) ..................... 0 0 (729) 0 0 (729) Treasury Stock Purchase ........................................ 0 0 0 0 (736) (736) Treasury Stock Issued for DRIP and Stock Option Plan ........... 0 0 0 0 0 0 Change in unrealized gain/loss on securities available for sale, net of deferred income taxes ................................... 0 0 0 902 902 Balance, June 30, 2001 ........................................ $ 4,455 $ 4,611 $ 25,074 $ 772 ($ 2,364) $ 32,548 See Notes to Consolidated Financial Statements PEOPLES FINANCIAL SERVICES CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Six Months Ended June 30 June 30 2001 2000 Cash Flows from Operating Activities Net Income .................................................... $ 2,259 $ 1,841 Adjustments:Depreciation and amortization ..................... 191 301 Provision for Loan Losses ............................ 20 120 Gain/Loss on sale of equipment ........................ 0 (4) Gain/loss on sale of other real estate ................ 16 0 Amortization of securities' premiums and accretion of discounts 21 51 Gains on sales of investment securities, net .................. (29) 0 Increase in accrued interest receivable ....................... (79) (114) Increase/Decrease in other assets ............................. 18 (455) Increase/Decrease in accrued interest payable ................. (77) (60) Increase/Decrease in other liabilities ........................ 0 218 Net cash provided by operating activities ..................... 2,340 1,898 Cash Flows from investing activities Proceeds from sale of available for sale securities ........... 4,001 1,945 Proceeds from maturities of and principal repayments on available for sale securities ................... 6,512 3,585 Purchase of available for sale securities ..................... (7,111) (11,004) Net increase in loans ......................................... (5,991) (9,998) Proceeds from sale of premises and equipment .................. 0 4 Purchase of premises and equipment ............................ (179) (111) Proceeds from sale of other real estate ....................... 54 0 Purchase of investment in life insurance ...................... (4,000) 0 Net cash used in investing activities ......................... (6,714) (15,579) Cash flows from financing activities Cash dividends paid ........................................... (729) (651) Increase in deposits .......................................... 7,935 11,192 Net Increase/Decrease in short-term borrowing ................. (1,090) 5,500 Net Increase/Decrease in long-term borrowing .................. 0 (1,345) Purchase of treasury stock .................................... (736) (467) Net cash provided by financing activities ..................... 5,380 14,229 Net Increase/Decrease in cash/cash equivalents ................ 1,006 548 Cash and cash equivalents, beginning of year .................. 7,597 7,469 Cash and cash equivalents,end of year ......................... $ 8,603 $ 8,017 Supplemental disclosures of cash paid Interest Paid ................................................. $ 5,283 $ 4,871 Income Taxes Paid ............................................. $ 744 $ 563 Non-cash investing and financing activities Transfers from loans to real estate through foreclosure ....... $ 169 $ 0 See Notes to Consolidated Financial Statements PEOPLES FINANCIAL SERVICES CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (SEC) and in compliance with generally accepted accounting principles. Because this report is based on an interim period, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The registrant believes that the disclosures made are adequate to make the information presented a fair representation of the Corporation's financial status. In the opinion of management, the accompanying consolidated financial statements for the six-month period ended June 30, 2001 and 2000 include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition and the results of operations for the period. The financial performance reported for the Corporation for the six-month period ended June 30, 2001, is not necessarily the result to be expected for the full year. For further information refer to the financial statements and footnotes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. 2. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Six Months Ended Three Months Ended June 30 June 30 June 30 June 30 2001 2000 2001 2000 Net income applicable to common stock ....... $2,259,000 $1,841,000 $1,118,000 $ 945,000 Weighted average common shares outstanding .. $2,130,640 $2,166,961 $2,120,550 $2,163,946 Effect of dilutive securities, stock options $ 0 $ 0 $ 0 $ 0 Weighted average common shares outstanding used to calculated diluted earnings per share $2,130,640 $2,166,961 $2,120,550 $2,163,946 Basic earnings per share .................... $ 1.06 $ 0.85 $ 0.53 $ 0.44 Diluted earnings per share .................. $ 1.06 $ 0.85 $ 0.53 $ 0.44 3. NEW ACCOUNTING PRONOUNCEMENTS In July of 2001, the Financial Accounting Standards Board issued Statement No. 141, "Business Combinations", and Statement No. 142, "Goodwill and Other Intangible Assets". Statement No. 141 requires all business combinations to be accounted for using the purchase method of accounting as use of the pooling-of-interests method is prohibited. In addition, this Statement requires that negative goodwill that exists after the basis of certain acquired assets is reduced to zero should be recognized as an extraordinary gain. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. Statement No. 142 prescribes that goodwill associated with a business combination and intangible assets with an indefinite useful life should not be amortized but should be tested for impairment at least annually. The Statement requires intangibles that are separable from goodwill and that have a determinable useful life to be amortized over the determinable useful life. The provisions of this Statement will become effective for the Bank in January of 2002. Upon adoption of this Statement, goodwill and other intangible assets arising from acquisitions completed before July 1, 2001, should be accounted for in accordance with the provisions of this Statement. This transition provision could require a reclassification of a previously separately recognized intangible to goodwill and vice versa if the intangibles in question do not meet the new criteria for classification as a separately recognizable intangible. Adoption of these statements is not expected to have a material impact on the Bank's financial condition or results of operations. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation The following discussion and analysis of the consolidated financial statements of the Corporation is presented to provide insight into management's assessment of financial results. The Corporation's only subsidiary, Peoples National Bank (the "Bank") provides financial services to individuals and businesses within the Bank's market area made up of Susquehanna, Wyoming and northern Lackawanna counties in Pennsylvania, and southern Broome County in New York. The Bank is a member of the Federal Reserve System and subject to regulation, supervision and examination by the Office of the Comptroller of the Currency. In June 2001, the Bank changed its name from Peoples National Bank of Susquehanna County to Peoples National Bank. FINANCIAL CONDITION Cash and Cash Equivalents: At June 30, 2001, cash, federal funds sold, and deposits with other banks totaled $8.603 million; an increase of $1.006 million compared to $7.597 million at December 31, 2000. Management believes the liquidity needs of the Corporation are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources, and the portion of the investment and loan portfolios that matures within one year. The recent decline in interest rates has improved liquidity. The current sources of funds will enable the Corporation to meet cash obligations as they come due. Investments: Investments totaled $97.651 million on June 30, 2001, decreasing $2.027 million as compared to the December 31, 2000, total of $99.678million. The total investment portfolio is held as available for sale. This strategy was implemented in 1995 to provide more flexibility in using the investment portfolio for liquidity purposes as well as providing more flexibility in selling when market opportunities occur. Investments available for sale are accounted for at fair value with unrealized gains or losses, net of deferred income taxes, reported as a separate component of shareholders' equity. The carrying value of investments at June 30, 2001, includes an unrealized gain of $1,170,000 reflected as accumulated other comprehensive income of $772,000 in shareholders' equity, net of deferred income taxes of 398,000. This compares to an unrealized loss of $197,000 at December 31, 2000, reflected as accumulated other comprehensive loss of $130,000, net of deferred income taxes of $67,000. Management monitors the earnings performance and effectiveness of the liquidity of the investment portfolio on a monthly basis through the Asset/Liability Committee ("ALCO") meetings. The ALCO also reviews and manages interest rate risk for the Corporation. Through active balance sheet management and analysis of the investment securities portfolio, the Corporation maintains sufficient liquidity to satisfy depositor requirements and various credit needs of its customers. Borrowings: The Bank utilizes borrowings as a source of funds for its asset/liability management. Advances are available from the FHLB provided certain standards related to credit worthiness have been met. Repurchase and term agreements are also available from the FHLB. Total short-term and long-term borrowings at June 30, 2001, were $23.655 million as compared to $24.745 million on December 31, 2000, showing a decrease of $1.09 million. Long-term borrowings of $17.500 million at June 30, 2001, and December 31, 2000, are term funds from the FHLB under various notes. The Bank has not taken any additional long term borrowings in the six months ended June 30, 2001. The last term agreement was taken on November 17, 2000, for $5,000,000 to renew an expiring agreement. Loans: The Bank's loan volume has continued to be steady through the second quarter of 2001. Increasing the loan to deposit ratio is a goal of the Bank, but loan quality is a requisite in this effort. Management has continued its efforts to create tighter underwriting standards for both commercial and consumer credit. The Bank's lending consists primarily of retail lending which includes single family residential mortgage and other consumer lending, and also commercial lending primarily to locally owned small businesses. On June 30, 2001, net loans totaled $176.063 million as compared to $170.261 million on December 31, 2000. The loan to deposit ratio was 73.7% on June 30, 2001, as compared to 70.8% on December 31, 2000. Loans increased by $4.678 million in the second quarter as compared to $1.124 million in the first quarter of 2001. A new mortgage product called Peoples Plus has contributed to a higher number of mortgages being booked. Other Assets: Other assets increased approximately $4 million in June 2001 due to the acquisition of insurance policies on certain employees with cash surrender values totaling $4 million. The insurance is owned by the Bank and was purchased to finance the cost of employee benefit plans. Deposits: Deposits are attracted from within the Bank's primary market area through the offering of various deposit instruments including NOW accounts, money market accounts, savings accounts, certificates of deposit and IRAs. Total deposits at June 30, 2001, were $238.674 million as compared to $230.739 million at December 31, 2000. Although in the past year we have not had the highest interest rates for deposits in our market area, our deposit growth has remained steady. Deposits for the second quarter 2001 increased $7.095 million over the March 31, 2001 total of $231.579 million. Capital: The adequacy of the Corporation's capital is reviewed on an ongoing basis with reference to the size, composition and quality of the Corporation's resources and regulatory guidelines. Management seeks to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets and preserve high quality credit ratings. As of June 30, 2001, regulatory capital to total assets was 9.88% as compared to 9.77% on December 31, 2000. The Company purchases PFIS stock in the open market or from individuals as warranted to leverage the capital account and to provide stock for our dividend reinvestment plan. In the six months ended June 30, 2001, the Company purchased 30,751 shares for a total cost of $735,498. The Corporation has complied with the standards of capital adequacy mandated by the banking regulators. The bank regulators have established "risk-based" capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks of various assets banks hold in their portfolios. A weight category of either 0% (lowest risk asset), 20%, 50% or 100% (highest risk assets) is assigned to each asset on the balance sheet. Capital is being maintained in compliance with risk-based capital guidelines. The Company's Tier 1 capital to total risk weighted assets ratio is 14.91% and the total capital ratio to total risk weighted assets ratio is 15.91% at June 30, 2001. The Corporation is deemed to be well-capitalized under regulatory standards. Liquidity and Interest Rate Sensitivity: Liquidity measures an organization's ability to meet cash obligations as they come due. The consolidated statement of cash flows presented in the accompanying financial statements included in Part I of this Form 10-Q provide analysis of the Corporation's cash and cash equivalents. Additionally, management considers that portion of the loan and investment portfolio that matures within one year as part of the Corporation's liquid assets. The ALCO addresses the liquidity needs of the Bank to see that sufficient funds are available to meet credit demands and deposit withdrawals as well as to the placement of available funds in the investment portfolio. In assessing liquidity requirements, equal consideration is given to the current position as well as the future outlook. Core deposits, including non-interest bearing DDA, NOW accounts, money market deposit accounts and savings accounts reflect a 100 month decay factor within the rate sensitivity reports. This change in methodology was adopted based on the results of an independent evaluation of the Bank's asset/liability modeling system in the second quarter of 2001. Repayment for principal on mortgage backed securities are projected by expected cash flows as evidenced by recent history. Repayment of principal for loan categories is projected at expected maturity (amortization) for fixed rate products and the next repricing date for variable rate products. INTEREST RATE SENSITIVITY ANALYSIS JUNE 30, 2001 In thousands Maturity or Repricing In: 3 3-6 6-12 1-5 Over 5 Months Months Months Years Years RATE SENSITIVE ASSETS Loans ................................. 22,552 11,579 21,395 71,496 49,041 Securities/Investment in Life Insurance 9,533 2,159 8,911 41,950 42,209 Federal Funds Sold .................... 0 0 0 0 Total Rate Sensitive Assets ........... 32,085 13,738 30,306 113,446 91,250 Cummulative Rate Sensitive Assets ..... 32,085 45,823 76,129 189,575 280,825 RATE SENSITIVE LIABILITIES Interest Bearing Checking ............. 645 645 1,290 10,321 8,601 Money Market Deposits ................. 934 934 1,868 14,944 12,453 Regular Savings ....................... 1,588 2,183 3,087 24,653 20,542 CDs and IRAs .......................... 24,092 20,910 29,599 28,038 2,777 Short-term Borrowings ................. 6,155 0 0 0 0 Long-term Borrowings .................. 0 0 0 7,500 10,000 Total Rate Sensitive Liabilities ...... 33,414 24,672 35,844 85,456 54,373 Cummulative Rate Sensitive Liabilities 33,414 58,086 93,930 179,386 233,759 Period Gap ............................ (1,329) (10,934) (5,538) 27,990 36,877 Cummulative Gap ....................... (1,329) (12,263) (17,801) 10,189 47,066 Cummulative RSA to RSL ................ 96.02% 78.89% 81.05% 105.68% 120.13% Cummulative Gap to Total Assets ....... (0.45%) (4.14%) (6.01%) 3.44% 15.90% RESULTS OF OPERATIONS Net Interest Income: Net interest income after loan loss provision increased by $603 thousand or 13.2% for the six months ended June 30, 2001, as compared to the same period in 2000. Earning assets increased $4.766 million or 1.7% for June 30, 2001, as compared to December 31, 2000 and increased $17.231 million from June 2000 to June 2001, a 6.5% increase. During the first six months of 2001 declining interest rates caused deposit costs and borrowing costs to decrease and loan and investment interest income has not decreased as quickly. The result is a better margin for the six months ended June 30, 2001. The earning assets of the Bank create income in two categories: |X| Interest and fees on loans |X| Interest on investments Interest and fees on loans for the six-months ended June 30, 2001, totaled $7.333 million, reflecting increases of $771 thousand or 11.7% over the comparable period in 2000. The loan portfolio grew $15.431 million from a total of $160.632 million in June 2000 to $176.063 million in June 2001 which is an increase of 9.6%. Interest on investments for the six-months ended June 30, 2001, totaled $3.055 million which reflects increases of $67 thousand or 2.2% over the comparable period in 2000. The other side of the net interest margin is our interest costs. Interest expense for the six-months ended June 30, 2001, totaled $5.206 million compared to $4.871 million in 2000, reflecting an increase of $335 thousand or 6.9% over the comparable period in 2000. For comparison purposes the deposit and borrowing base of this cost grew $13.708 million or 5.5% from $248.621 million on June 30, 2000 to $262.329 million on June 30, 2001. Provision for Loan Loss: The provision for loan loss for the second quarter ending June 30, 2001 showed a decrease of $100 thousand from the corresponding period in 2000. In 2001 only $20 thousand has been set aside for loan provision compared to $120 thousand in 2000. Second quarter 2001 charge-offs totaled $34,900 while net charge-offs totaled $9,283 as compared to $15,361 and $9,703 respectively for the first quarter of 2001. Comparing year-to-date 2001 to 2000, there have been $50,262 in charge-offs and $18,986 in net charge-offs for 2001 compared to $77,337 and $51,753 respectively for 2000. Senior management utilizes detailed analysis of the loan portfolio monthly to determine loan loss reserve adequacy. The process considers all "problem loans" including classified, criticized and monitored loans. Prior loan loss history and current market trends, both nationally and locally, are taken into consideration. A watch list of potential problem loans is maintained and monitored monthly. This list is reviewed on a monthly basis by the Board of Directors. The Bank has not had nor presently has any foreign loans. In addition, the Bank does not have any concentrations of credit. Based upon this analysis, senior management has concluded that the allowance of loan loss is adequate. The Bank's loan volume continues to be strong. One of the Bank's main goals is to increase the loan to deposit ratio without jeopardizing loan quality. To reach its goal, management has continued its efforts to create tighter underwriting standards for both commercial and consumer credit. The Bank's lending consists primarily of retail lending which includes single family residential mortgages and other consumer lending and commercial lending primarily to locally owned small businesses. Other Income: Total other income increased $128 thousand when comparing the first six months of 2001 to the first six months of 2000. Service Charge Fee Income increased $79 thousand for the first six months. Gains and losses on security sales are $29 thousand more this year when comparing second quarter 2000 to 2001. Other operating income is up $20 thousand over the first six months of 2000. T.H.E. commissions on investment and Private Business products are contributing to other income. Other Operating Expenses: Non-interest expense went up by $144 thousand during the first six months of 2001 as compared to the first six months of 2000. Furniture and equipment expenses are slightly higher comparing $180 thousand in 2000 to $197 thousand in 2001. Professional and legal fees also are slightly more with a total of $96 thousand for the second quarter of 2001 compared to $109 thousand in 2000. Employee salaries, the largest component of non-interest, increased $80 thousand for the first six months of 2001 compared to the first six months of 2000. The increase is due to an employee profit sharing discretionary expense accrual that is being provided for in 2001. Income Tax Provision: The income tax provision was $732 thousand and $563 thousand for the six-month periods ended June 30, 2001 and June 30, 2000 respectively. PRIVACY The Board of Directors adopted a Privacy Policy on March 28, 2001, to establish a formal and documented standard to serve as a specific guide for management and staff to use to ensure controls for the protection of consumer data as required under the law. CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING INFORMATION Except for historical information, this Report may be deemed to contain "forward looking" information. Examples of forward looking information may include, but are not limited to (a) projections of or statements regarding future earnings, interest income, other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure and other financial terms, (b) statements of plans and objectives of management or the Board of Directors, (c) statements of future economic performance, and (d) statements of assumptions, such as economic conditions in the market areas served by the Corporation and the Bank, underlying other statements and statements about the Corporation and the Bank or their respective businesses. Such forward looking information can be identified by the use of forward looking terminology such as "believes," "expects," "may," "intends," "will," "should," "anticipates," or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. No assurance can be given that the future results covered by the forward looking information will be achieved. Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from future results expressed or implied by such forward looking information. Important factors that could impact operating results include, but are not limited to, (i) the effects of changing economic conditions in both the market areas served by the Corporation and the Bank and nationally, (ii) credit risks of commercial, real estate, consumer and other lending activities, (iii) significant changes in interest rates, (iv) changes in federal and state banking laws and regulations which could affect operations, (v) funding costs, and (vi) other external developments which could materially affect business and operations. Item 3. Quantitative and Qualitative Disclosure About Market Risks The information set forth under the caption "Liquidity and Interest Sensitivity" under Item 2, Part I is incorporated herein by reference. PART II ITEM 1. LEGAL PROCEEDINGS The nature of the Company's business generates a certain amount of litigation involving matters arising out of the ordinary course of business. In the opinion of management, there are no legal proceedings that might have a material effect on the results of operations, liquidity, or the financial position of the Company at this time. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS IN SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS FOR SECURITY HOLDER VOTE None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8K Reports on Form 8-K that have been previously filed are as follows: Press Release of Peoples Financial Services Corp. dated August 1, previously submitted as Exhibit 99.011 Press Release of Peoples Financial Services Corp. dated July 24, previously submitted as Exhibit 99.010 Press Release of Peoples Financial Services Corp. dated July 23, previously submitted as Exhibit 99.009 Name change of Peoples National Bank dated June 22, 2001, previously submitted as Exhibit 99.008 Amended submission of 8-K dated March 7, 2001, regarding change in accountants, resubmitted on March 16, 2001 Amended submission of 8-K dated March 7, 2001, regarding change in accountants, resubmitted on March 12, 2001 Letter of Peoples Financial Services Corp. regarding change in accountants dated March 7, 2001, previously submitted as Exhibit 16 Peoples Financial Services Corp. amended by-laws dated February 9, 2001, previously submitted as Exhibit 99.006 Press Release of Peoples Financial Services Corp. dated January 2, 2001, previously submitted as Exhibit 99.005 SIGNATURES Pursuant to the requirements 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. PEOPLES FINANCIAL SERVICES CORP By/s/ Debra E. Dissinger Debra E. Dissinger, Executive Vice president/COO