{Company Name}

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C.  20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the fiscal year ended December 31, 2002    

Commission file number 0-18676

COMMERCIAL NATIONAL FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

      PENNSYLVANIA           

25-1623213

 

 

  (State or other jurisdiction

(I.R.S. Employer Identification No.)

 

 

of incorporation or organization)

 

900 Ligonier Street, Latrobe, PA 15650

15650

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code 724-539-3501

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS

NAME OF EACH EXCHANGE ON WHICH REGISTERED

 

None                                                                                               None

 

Securities registered pursuant to Section 12(g) of the Act:

TITLE OF CLASS

Common Stock, $2 Par Value

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes       No  X 

Aggregate market value of registrant’s common stock held by

non-affiliates computed by reference to price at which the

common stock was last sold, as of June 28, 2002, the last

business day of the registrant’s most recently completed second

 

fiscal quarter.

$51,021,336

 

Number of shares of common stock outstanding at March 24, 2003.

   3,447,452

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement relating to its 2003 annual meeting of shareholders to be held on May 20, 2003 are incorporated by reference into Part III of this Form 10-K.  In addition, portions of the registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2002 are incorporated by reference into Part II of this Form 10-K.


Commercial National Financial Corporation

Form 10-K

INDEX

Part I

PAGE

ITEM 1.

Business

Description of Business ......................................

3

Competition ..................................................

3

Supervision and Regulation ...................................

4

Effects of Governmental Policies.............................

5

Employees....................................................

5

ITEM 2.

Properties ...................................................

5

ITEM 3.

Legal Proceedings ...........................................

6

ITEM 4.

Submission of Matters to a Vote of Security Holders .........

6

PART II

ITEM 5.

Market for Registrant's Common Stock Equity and Related

Stockholder Matters.........................................

  6

ITEM 6.

Selected Financial Data......................................

  7

ITEM 7.

Management's Discussion and Analysis of Financial

Condition and Results of Operation..........................

  7

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk ..

  7

ITEM 8.

Financial Statements and Supplementary Data .................

  7

ITEM 9.

Changes in and Disagreements with Accountants on Accounting

and Financial Disclosures ...................................

  7

PART III

ITEM 10.

Directors and Executive Officers of the Registrant ..........

  8

ITEM 11.

Executive Compensation ......................................

  8

ITEM 12.

Security Ownership of Certain Beneficial Owners and

Management..................................................

  8

ITEM 13.

Certain Relationships and Related Transactions ..............

  8

PART IV

ITEM 14.

Controls and Procedures.....................................

  8

ITEM 15.

Exhibits, Financial Statement Schedules and Reports

On Form 8-K.................................................

  9


Part I


Item 1.  BUSINESS

Description of Business

Commercial National Financial Corporation (the Corporation) is a Pennsylvania Corporation and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and as a financial holding company under the Gramm Leach Bliley Act of 1999 (GLB). The Corporation is owner of 100% of the outstanding shares of common stock of Commercial National Bank of Pennsylvania (the Bank). The Bank has been providing banking services since 1934. At the present time, two (2) banking offices are in operation in Latrobe, Pennsylvania, two (2) in Unity Township, Pennsylvania and one (1) each in Ligonier, West Newton, Greensburg, Norwin and Hempfield Township, Pennsylvania. The Bank established an asset management/trust department in 1994 which is located in the building that houses the Greensburg banking office. All of these offices are within the boundaries of Westmoreland County, Pennsylvania. In addition, the building that houses the Bank’s downtown Latrobe banking office is the location of the Corporation's and the Bank's executive and administrative offices. The institution's operations center is located at the Latrobe Plaza in downtown Latrobe. This operations center also houses an in-house data processing system.

Each of the banking offices, except for downtown Latrobe and Greensburg, is equipped with 24 hour a day automatic teller machines (ATM).  Bank ATM units are also located on the campuses of Saint Vincent College in Unity Township and the University of Pittsburgh at Greensburg, the terminal of the Westmoreland County Airport in Unity Township, the reception lobby of the Latrobe Area Hospital in Latrobe, and an in-store machine in the Norvelt Open Pantry and the New Alexandria Qwik Mart. A separate freestanding drive-up teller staffed banking facility is attached to the Lincoln Road office in downtown Latrobe. This facility also provides ATM service.

The Bank offers the full range of banking services normally associated with a general commercial banking business. Services include extending credit, providing deposit services, marketing non-deposit investments and offering financial counseling. The ATM system described above is a part of the MAC, Cirrus, Honor, Plus and Star networks, which provides the Bank's customers access to an extensive regional and national network. The Bank also has implemented a comprehensive electronic Online Banking system. By using a personal computer with internet access, customers can access their Commercial National Bank accounts, perform common banking tasks and pay bills 24 hours a day, seven days a week, 365 days a year.

In December 2002, the Corporation completed the acquisition of the insurance agencies, Gooder Agency, Inc., an insurance agency, (Gooder Agency) and Gooder & Mary, Inc., which owned a 50% interest in Commercial National Insurance Services (CNIS), thus giving the Corporation full ownership of CNIS, which is now operated as part of Gooder Agency.  Gooder Agency was acquired as a wholly owned subsidiary of Commercial National Investment Corporation, which has changed its name to Commercial National Insurance Services, Inc. 

Gooder Agency, located in Ligonier PA is a full service provider of insurance products for individuals and businesses. Gooder Agency represents fifteen national, regional and mutual insurance companies that allows it to provide new and existing customers with products and programs needed at competitive prices.

Competition

Throughout the Bank's service area, substantial competition exists both for deposit and loan products. The competitors range from major financial institutions, such as Citizens Bank of Pennsylvania, National City Bank and PNC Bank, N.A., to several national and state banks, thrift institutions, credit unions, mortgage brokers and finance companies. Even though some portions of the thrift industry have experienced fairly extensive restructuring, the level of competitive activity in the Bank’s service area remains strong. Competition for certificates of deposit and money market deposits remains vigorous, with the representatives of insurance companies and securities brokers soliciting customers in the Bank’s market area. In addition, out-of-area institutions, including retailers, continue to solicit business for credit cards, residential mortgages and automobile financing.

Competition for insurance services continues to increase with consumers having the opportunity to select from a variety of national, regional and local insurance companies. The primary focus of CNIS is to provide one-stop financial services for the customers of the Bank.

Supervision and Regulation

The Corporation and the Bank are subject to the supervision of the following regulatory bodies: The Federal Reserve Board, the Office of the Comptroller of the Currency, the Securities and Exchange Commission, and the Federal Deposit Insurance Corporation. The nature of the supervision extends to such areas as safety and soundness, truth-in-lending, truth-in-savings, rate restrictions, consumer protection, permissible loan and securities activities, merger and acquisition limitations, reserve requirements, dividend payments and regulations concerning activities by corporate officers and directors. The Federal Reserve Board monitors holding company activity while the Office of the Comptroller of the Currency is the Bank’s primary banking regulator. No regulatory restrictions or actions are currently pending against the Corporation or the Bank.


GLB permits bank holding companies with subsidiary banks meeting certain capital and management requirements to elect to become "financial holding companies".  Financial holding companies may engage in a full range of financial activities, including not only banking, insurance and securities activities, but also merchant banking and additional activities determined to be "financial in nature". GLB also provides for expansion of the list of permissible activities as necessary for a financial holding company to keep abreast of competitive and technological change. The Corporation was designated a financial holding company in March 2000 by the Federal Reserve Board.


Although it preserved the Federal Reserve Board as the umbrella supervisor of financial holding companies, GLB adopted an administrative approach to regulation that defers to the approval and supervisory requirements of the functional regulators of insurers and insurance agents, broker-dealers, investment companies, and banks. Thus, the various state and federal regulators of a financial holding company's operating subsidiaries would retain their jurisdiction and authority over the operating entities. As the umbrella supervisor, however, the Federal Reserve Board has the potential to affect the operations and activities of financial holding companies' subsidiaries through its power over the financial holding company. In addition, GLB contains numerous trigger points related to legal noncompliance and other serious problems affecting bank affiliates that could lead to direct Federal Reserve Board involvement and to the possible exercise of remedial authority affecting both financial holding companies and their affiliated operating companies.


CNIS, a non-banking subsidiary of the Corporation, is a licensed insurance agency and is subject to regulation by the Pennsylvania Department of Insurance.



Effects of Governmental Policies

In addition to the regulatory requirements, the Corporation and its subsidiary Bank are affected by the national economy and the influence on that economy exerted by governmental bodies through monetary and fiscal policies and their efforts to implement such policies.  In particular, the impact of the open market operations on interest rates, the establishment of reserve requirements and the setting of the discount rate will continue to affect business volumes and earnings. The exact nature or the full extent of this impact is almost impossible to predict; however, management continues to monitor these activities on a regular basis and seeks to modify its policies and procedures accordingly.

EMPLOYEES

As of December 31, 2002, the Corporation, the Bank and other subsidiaries of the Corporation had a total of 128 full-time-equivalent employees.

EXECUTIVE OFFICERS OF THE CORPORATION

The following table shows the names and ages of the current executive officers and the present and previous positions held by them for at least the past five years.

Name

Age

Present and Previous Positions

Louis A. Steiner

72

Chairman of the board (1977 to present)

  Chief executive officer (1977 to 1997)

Louis T. Steiner

41

President (April 1998 to present),

Vice Chairman (December 1995 to present)

and chief executive officer (November 1997

to present)

Gregg E. Hunter

44

Vice chairman and chief financial

officer (December 1995 to present)

Wendy S. Schmucker

34

Secretary/treasurer and vice president,

manager corporate administration (November

1997 to present), assistant vice president

and managing corporate officer (December

1996 to October 1997), assistant

secretary/treasurer and corporate

and financial administrative officer

(December 1995 to November 1996)

Ryan M. Glista

35

Vice president/comptroller (December 1997

to present), assistant vice president/

controller(December 1995 to November 1997)

Susan F. Robb

28

Assistant vice president (April 2001 to present),

assistant secretary (April 1998 to present),

corporate administrator (September 1997 to

Present), customer service representative

(September 1996 to September 1997)

Item 2.  Properties

All of the Corporation’s facilities are owned with the exception of the Lincoln Road banking office and adjacent drive-up facility along with the Norwin Hills banking office, which are leased. The facility that houses Gooder Agency is also leased. This lease agreement gives the Corporation a right of first refusal to purchase the property in the event it is available for sale. All of the properties are used in their entirety for banking and insurance agency purposes. In each case, the properties have been maintained in good repair, are well suited for their present use and appear to be adequate for the immediate needs of the Corporation and its subsidiaries. Physical locations can be found on page 35 of the Annual Report to Shareholders.

Item 3.  Legal Proceedings

Other than proceedings that occur in the normal conduct of business, there are no legal proceedings to which either the Corporation or the subsidiaries is a party that will have any material effect on the financial position of the Corporation or its subsidiaries.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Corporation’s security holders during the last quarter of its fiscal year ended December 31, 2002.

Part II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

Information appearing in the Annual Report to Shareholders for the fiscal year ended December 31, 2002 (the Annual Report) on page 21 is incorporated herein by reference in response to this item.  As of March 24, 2003 there were 521 shareholders of record of the Corporation's common stock. The number of beneficial shareholders is approximately 970. 

The following table provides information as of December 31, 2002 with respect to compensation plans under which equity securities of the Company are authorized for issuance.


Equity Compensation Plan Information

(a)

(b)

(c)

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

- -

- -

- -

Equity compensation plans not approved by security holders(1)

48

$22.23

9,952

Total

48

$22.23

9,952

(1)   Relates to the Company’s Director’s Call Contest Plan

Item 6.     Selected Financial Data

Information appearing in the Annual Report on page 22 is incorporated herein by reference.

Item 7.     Management's Discussion and Analysis of Financial Condition and

            Results of Operation                                           

Information appearing in the Annual Report on pages 23 through 31 is incorporated herein by reference.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

     

Information appearing in the Annual Report on page 29 under the title Market Risk is incorporated herein by reference.

Item 8.     Financial Statements and Supplementary Data

The Corporation’s consolidated financial statements, the notes thereto and the report of the independent certified public accountants are on pages 6 through 20 of the Annual Report and are incorporated herein by reference.  In addition, a quarterly summary of financial data is on page 21 of the Annual Report and is incorporated herein by reference.

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None


Part III

Item 10.    Directors and Executive Officers of the Registrant

Information appearing in the Proxy Statement related to the Annual Meeting of Shareholders to be held May 20, 2003 (the Proxy Statement) on pages 4 through 7 is incorporated herein by reference.

The information required by Item 405 of Regulation S-K is contained under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” on page 10 of the Proxy Statement and is incorporated herein by reference.

Item 11.    Executive Compensation

Information appearing in the Proxy Statement on pages 12 through 15 is incorporated herein by reference The stock performance graph and the Compensation Committee Report shall not be deemed to be “filed”.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information appearing in the Proxy Statement on pages 8 through 9 is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

Information appearing in the Proxy Statement on page 15 is incorporated herein by reference.

PART IV

Item 14. Controls and Procedures

Evaluation and Disclosure Controls and Procedures

The Corporation’s chief executive officer and chief financial officer have reviewed and evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934 (the Exchange Act)), as of a date within ninety days before the filing of this annual report on Form 10-K. Based on that evaluation, the chief executive officer and chief financial officer have concluded that the Corporation’s current disclosure controls and procedures are effective to ensure that information required to be disclosed by the Corporation in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported with the time periods specified in the Securities and Exchange Commission rules and forms.

Changes in Internal Controls

There have not been any significant changes in the Corporation’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weakness in the internal controls, and therefore no corrective actions were taken.


Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)   The consolidated financial statements and exhibits listed below are filed as part of this report.  Financial statement schedules are omitted as they are not applicable.

(1)        The Corporation’s consolidated financial statements, the notes thereto and the report of the independent public accounts are on pages 6 through 20 of the Annual Report and are incorporated herein by reference.

Page Number or

      Exhibit

Incorporated by

      Number

Description

Reference to

      2.1

Agreement and Plan of Merger by and among Commercial National Investment Corporation, Gooder Acquisition Corp., Gooder Agency, Inc., Gooder & Mary, Inc., and each of the shareholders of Gooder Agency, Inc. and Gooder & Mary, Inc., dated as of December 10, 2002

Filed herewith

      3.1

Articles of Incorporation

Exhibit C to Form S-4

Registration Statement

Filed April 9, 1990

      3.2

By-laws of Registrant

Exhibit D to Form S-4

Registration Statement

Filed April 9, 1990

      3.3

Amendment to Articles of

Exhibit A to definitive

Incorporation

Proxy Statement filed for

the special meeting of

shareholders held

September 18, 1990

      3.4

Amendment to Articles of

Exhibit A to definitive

Incorporation

Proxy Statement filed for

the meeting of

shareholders held on

April 15, 1997

      13

Portions of the Annual Report to Shareholders for the Fiscal year Ended December 31, 2002

Filed herewith

      21

Subsidiaries of the Registrant

Filed herewith

      99.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 916 of the Sarbanes-Oxley Act of 2002.

Filed herewith

      99.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 916 of the Sarbanes-Oxley Act of 2002.

Filed herewith

Reports on Form 8-K. None were filed during the fourth quarter of 2002.


SIGNATURES

Pursuant to the requirements of Section 13 or 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.

COMMERCIAL NATIONAL FINANCIAL CORPORATION

(Registrant)

By:/s/ Louis T. Steiner                 

 

Louis T. Steiner, Vice Chairman, President

and Chief Executive Officer

March 28, 2003


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

SIGNATURE AND CAPACITY

DATE

  /s/Louis A. Steiner                                   

March 18, 2003

Louis A. Steiner, Chairman of the Board and Director

  /s/Louis T. Steiner                                

March 18, 2003

Louis T. Steiner, Vice Chairman of the Board, Director and Principal Executive Officer

  /s/ Gregg E. Hunter                             

March 18, 2003

Gregg E. Hunter, Vice Chairman of the Board, Director, Principal Financial and Accounting Officer

  /s/Wendy S. Schmucker                                 

March 18, 2003

Wendy S. Schmucker, Secretary/Treasurer

  /s/ John T. Babilya                             

March 18, 2003

John T. Babilya, Director

  /s/George A. Conti, Jr.                              

March 18, 2003

George A. Conti Jr., Director

  /s/ Richmond H. Ferguson                              

March 18, 2003

Richmond H. Ferguson, Director

  /s/Dorothy S. Hunter                                  

March 18, 2003

Dorothy S. Hunter, Director

  /s/Frank E. Jobe                                      

March 18, 2003

Frank E. Jobe, Director

/s/Roy M. Landers                                     

March 18, 2003

Roy M. Landers, Director

  /s/John C. McClatchey                                

March 18, 2003

John C. McClatchey, Director

  /s/Joseph A. Mosso                                    

March 18, 2003

Joseph A. Mosso, Director

  /s/Joedda M. Sampson                                  

March 18, 2003

Joedda M. Sampson, Director

  /s/Debra L. Spatola                                  

March 18, 2003

Debra L. Spatola, Director

  /s/George V. Welty                                    

March 18, 2003

George V. Welty, Director

  /s/ C. Edward Wible                                 

March 18, 2003

C. Edward Wible, Director


CERTIFICATION OF CHIEF EXECUTIVE OFFICIER

OF

COMMERCIAL NATIONAL FINANCIAL CORPORATION

I, Louis T. Steiner, Chief Executive Officer, Commercial National Financial Corporation certify that:

I have reviewed this annual report on Form 10-K of Commercial National Financial Corporation;

Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

designed such disclosure controls and procedures to ensure that      material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

By:

/s/ Louis T. Steiner

                                                Louis T. Steiner

                                                Chief Executive Officer


CERTIFICATION OF CHIEF FINANCIAL OFFICER

OF

COMMERCIAL NATIONAL FINANCIAL CORPORATION

I, Gregg E. Hunter, Chief Financial Officer, Commercial National Financial Corporation certify that:

I have reviewed this annual report on Form 10-K of Commercial National Financial Corporation;

Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that      material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

By:

/s/ Gregg E. Hunter

                                                     Gregg E. Hunter

                                                     Chief Financial Officer


EXHIBIT INDEX TABLE OF CONTENTS

Exhibit

Number

Description

2.1

Agreement and Plan of Merger by and among Commercial National Investment Corporation, Gooder Acquisition Corp., Gooder Agency, Inc., Gooder & Mary, Inc., and each of the shareholders of Gooder Agency, Inc. and Gooder & Mary, Inc., dated as of December 10, 2002

13

Portions of the Annual Report to Shareholders for the Fiscal Year Ended December 31, 2002

21

Subsidiaries of the Registrant

99.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 916 of the Sarbanes-Oxley Act of 2002.

99.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 916 of the Sarbanes-Oxley Act of 2002.

 

Exhibit 21  -  Subsidiaries of Commercial National Financial Corporation

State or Jurisdiction

        Subsidiary

of Incorporation

Commercial National Bank of Pennsylvania

United States

Commercial National Insurance Services, Inc.

Pennsylvania

Gooder Agency, Inc.

Pennsylvania


Exhibit 99.1

Certification of Chief Executive Officer of
Commercial National Financial Corporation

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-K of Commercial National Financial Corporation (the “Corporation”) for the period ending September 30, 2002 (the “Report”), I, Louis T. Steiner, Chief Executive Officer of the Corporation certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

 

The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)

 

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Commercial National Financial Corporation.


 

/s/ Louis T. Steiner

 

 

Louis T. Steiner

 

 

Chief Executive Officer

 

 

March 28, 2003

 

A signed original of this written statement required by Section 906 has been provided to Commercial National Financial Corporation and will be retained by Commercial National Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 99.2

Certification of Chief Fiancial Officer of
Commercial National Financial Corporation

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-K of Commercial National Financial Corporation (the “Corporation”) for the period ending September 30, 2002 (the “Report”), I, Gregg E. Hunter, Chief Financial Officer of the Corporation certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

 

The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)

 

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Commercial National Financial Corporation.


 

/s/ Gregg E. Hunter

 

 

Gregg E. Hunter

 

 

Chief Financial Officer

 

 

March 28, 2003

 

A signed original of this written statement required by Section 906 has been provided to Commercial National Financial Corporation and will be retained by Commercial National Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.


The Corporation will provide without charge to any shareholder a copy of its 2002 annual report on form 10-K as required to be filed with the Securities and Exchange Commission. Requests should be made in writing to:

COMMERCIAL NATIONAL FINANCIAL CORPORATION

STOCK TRANSFER DEPARTMENT

P.O. BOX 429

LATROBE, PA  15650


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Consolidated Statements of Financial Condition

Assets

December 31,

2002

2001

Cash and due from banks on demand

$  10,294,276

$   9,512,523

Interest bearing deposits with banks

20,633,629

599,745

Federal fund sold

14,650,000

-

Securities available for sale

144,726,216

117,038,065

Restricted investments in bank stock

3,618,200

2,358,000

Loans

169,030,225

202,335,164

Allowance for loan losses

(2,707,323)

(2,814,454)

Net Loans

166,322,902

199,520,710

Premises and equipment

4,523,920

5,707,705

Accrued interest receivable

1,541,961

1,800,883

Other assets

14,026,651

6,490,927

Total Assets

$380,337,755

$343,028,558

Liabilities and Shareholders’ Equity

Liabilities

Deposits:

     Non-interest bearing

$  51,355,652

$  47,942,276

     Interest bearing

218,669,557

207,044,496

Total Deposits

270,025,209

254,986,772

Short-term borrowings

-

4,275,000

Other liabilities

4,108,044

2,796,489

Long-term borrowings

55,000,000

35,000,000

Total Liabilities

329,133,253

297,058,261

Shareholders’ Equity

Common stock, par value $2 per share; authorized 10,000,000 shares; issued 3,600,000 shares; outstanding 3,453,952 and 3,426,096 shares in 2002 and 2001, respectively

7,200,000

7,200,000

Retained earnings

41,627,977

39,736,355

Accumulated other comprehensive income, net of deferred taxes 2002 $2,514,488; 2001 $1,112,399

4,881,064

2,159,362

Treasury stock, at cost, 146,048 and 173,904 shares in 2002 and 2001, respectively

(2,504,539)

(3,125,420)

Total Shareholders’ Equity

51,204,502

45,970,297

Total Liabilities and Shareholders’ Equity

$380,337,755

$343,028,558


Consolidated Statements of Income

Years Ended December 31,

2002

2001

2000

Interest Income

Interest and fees on loans

$13,532,996

$16,665,093

$17,513,408

Interest and dividends on securities:

      Taxable

8,130,197

6,161,185

6,916,752

      Exempt from federal income taxes

1,057,262

924,250

1,504,099

      Interest on deposits with banks

48,879

363,418

16,498

      Interest on federal funds sold

173,219

285,044

105,030

Total Interest Income

22,942,553

24,398,990

26,055,787

Interest Expense

Deposits

4,997,795

8,065,055

9,336,596

Short-term borrowings

29,650

95,446

528,580

Long-term borrowings

2,547,055

1,555,449

1,839,724

Total Interest Expense

7,574,500

9,715,950

11,704,900

Net Interest Income

15,368,053

14,683,040

14,350,887

Provision for Loan Losses

298,030

540,350

1,176,000

Net Interest Income after Provision for Loan Losses

15,070,023

14,142,690

13,174,887

Other Operating Income

Service charges on deposit accounts

737,426

778,618

716,231

Other service charges and fees

691,240

750,248

677,756

Net security gains (losses)

-

7,093

(691,700)

Trust department income

475,115

456,905

388,254

Income from investment in life insurance

474,286

176,750

-

Gain on sale of credit card loans

-

-

822,875

Gain on sale of branch

469,782

-

-

Other income

327,438

385,223

391,048

Total Other Operating Income

3,175,287

2,554,837

2,304,464

Other Operating Expenses

Salaries and employee benefits

5,660,228

5,497,870

5,108,578

Net occupancy

624,345

603,150

588,858

Furniture and equipment

725,045

723,698

890,429

Pennsylvania shares tax

456,409

416,598

381,829

Automated teller machine

321,459

304,159

218,784

Other expenses

3,240,638

2,547,827

2,240,091

Total Other Operating Expenses

11,028,124

10,093,302

9,428,569

Income before Income Taxes

7,217,186

6,604,225

6,050,782

Income Tax Expense

1,872,970

1,699,302

1,419,270

Net Income

$  5,344,216

$  4,904,923

$  4,631,512

Earnings per Share, Basic

$           1.56

$           1.43

$          1.32


Consolidated Statements of Shareholders’ Equity

Years Ended December 31, 2002, 2001 and 2000

Common
Stock

Retained Earnings

Accumulated
Other Comprehensive Income (Loss)

Treasury
Stock

Total
Stockholders’
Equity

Balance - December 31, 1999

$7,200,000

$35,190,986

$(1,807,660)

$(1,179,433)

$39,403,893

      Comprehensive income:

            Net income

-

4,631,512

-

-

4,631,512

            Change in unrealized net gains on securities available for sale of

                  $2,445,420, net of reclassification adjustment for losses

                  included in net income of $456,522

-

-

2,901,942

-

2,901,942

                  Total Comprehensive Income

7,533,454

            Cash dividends declared, $0.68 per share

-

(2,383,528)

-

-

(2,383,528)

            Purchases of treasury stock

-

-

-

(1,416,902)

(1,416,902)

Balance - December 31, 2000

7,200,000

37,438,970

1,094,282

(2,596,335)

43,136,917

      Comprehensive income:

            Net income

-

4,904,923

-

-

4,904,923

            Change in unrealized net gains on securities available for sale of

                  $1,069,761, net of reclassification adjustment for gains

                  included in net loss of $(4,681)

-

-

1,065,080

-

1,065,080

                  Total Comprehensive Income

5,970,003

            Cash dividends declared, $0.76 per share

-

(2,607,538)

-

-

(2,607,538)

            Purchases of treasury stock

-

-

-

(529,085)

(529,085)

Balance - December 31, 2001

7,200,000

39,736,355

2,159,362

(3,125,420)

45,970,297

      Comprehensive income:

            Net income

-

5,344,216

-

-

5,344,216

            Change in unrealized net gains on securities available for sale

-

-

2,721,702

-

2,721,702

                  Total Comprehensive Income

8,065,918

            Cash dividends declared, $1.00 per share

-

(3,424,008)

-

-

(3,424,008)

            Issuance of treasury stock

-

(28,586)

-

785,818

757,232

            Purchases of treasury stock

-

-

-

(164,937)

(164,937)

Balance - December 31, 2002

$7,200,000

$41,627,977

$4,881,064

$(2,504,539)

$51,204,502


Consolidated Statements of Cash Flows

Years Ended December 31,

2002

2001

2000

Cash Flows from Operating Activities

Net income

$5,344,216

$4,904,923

$4,631,512

Adjustments to reconcile net income to net cash provided by

        operating activities:

             Depreciation and amortization

636,402

691,674

793,492

             Provision for loan losses

298,030

540,350

1,176,000

             Net (accretion) amortization of securities and loan fees

(812,971)

(567,498)

(297,449)

             Net security (gains) losses

-

(7,093)

691,700

             Issuance of treasury stock for compensation

1,069

-

-

             Gain on sale of credit card loans

-

-

(822,875)

             Gain on sale of branch

(469,782)

-

-

             (Gain) loss on sale of foreclosed real estate

(29,185)

10,704

-

             Income from investments in life insurance

(474,286)

(176,750)

-

             Deferred tax (benefit) expense

82,140

73,391

(78,687)

             (Increase) decrease in assets:

                   Accrued interest receivable

258,922

140,888

116,154

                   Income taxes receivable

(104,597)

93,272

869,947

                   Other assets

284,140

452,497

(108,064)

             Increase (decrease) in liabilities:

                   Interest payable

(23,961)

(425,298)

(130,519)

                   Income taxes payable

(265,519)

265,519

-

                   Other liabilities

116,806

88,427

(274,339)

Net Cash Provided by Operating Activities

4,841,424

6,085,006

6,566,872

Cash Flows from Investing Activities

Net (increase) decrease in deposits with other banks

(20,033,884)

(315,609)

274,645

(Increase) decrease in federal funds sold

(14,650,000)

-

5,750,000

Purchases of securities available for sale

(75,003,218)

(64,248,987)

(58,047,132)

Maturities, calls and principal repayments of securities
available for sale

52,152,644

19,568,847

15,524,813

Proceeds from sales of securities available for sale

-

31,176,898

66,509,684

Net cash used in acquisitions

(1,140,769)

-

-

Net (increase) decrease in restricted bank stock

(1,260,200)

1,004,700

-

Net (increase) decrease in loans

32,485,176

5,076,603

(8,946,824)

Proceeds from sale of credit card loans

-

-

6,323,491

Net proceeds from sale of branch

469,782

-

-

Purchases of premises and equipment

(594,365)

(372,242)

(516,175)

Proceeds from sale of premises and equipment

1,141,748

-

-

Proceeds from sale of foreclosed real estate

198,923

66,000

-

Purchase of bank owned life insurance

(5,000,000)

(5,000,000)

-

Net Cash Provided by (Used in) Investing Activities

(31,234,163)

(13,043,790)

26,872,502


Consolidated Statements of Cash Flows (Continued)

Years Ended December 31,

2002

2001

2000

Cash Flows from Financing Activities

Net increase (decrease) in deposits

$15,038,437

$(11,624,598)

$(6,336,033)

Net decrease in short-term borrowings

(4,275,000)

(3,300,000)

(7,425,000)

Proceeds from issuance of long-term borrowings

20,000,000

25,000,000

-

Repayments of long-term borrowings

-

-

(15,000,000)

Dividends paid

(3,424,008)

(2,607,538)

(2,383,528)

Purchase of treasury stock

(164,937)

(529,085)

(1,416,902)

Net Cash Provided by (Used in) Financing Activities

27,174,492

6,938,779

(32,561,463)

Increase (Decrease) in Cash and Cash Equivalents

781,753

(20,005)

877,911

Cash and Cash Equivalents - Beginning

9,512,523

9,532,528

8,654,617

Cash and Cash Equivalents - Ending

$10,294,276

$   9,512,523

$  9,532,528

Supplementary Cash Flows Information

Interest paid

$  7,598,461

$10,141,248

$11,835,419

Income taxes paid

$  2,160,743

$  1,264,040

$  1,442,900

Supplementary Disclosures of Noncash Investing and
        Financing Activities

Loans transferred to foreclosed real estate

$     513,787

$      76,704

$                -


Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies

General

The accompanying consolidated financial statements include the accounts of Commercial National Financial Corporation (Corporation) and its wholly-owned subsidiaries, Commercial National Bank of Pennsylvania (Bank) and Commercial National Insurance Services, Inc. (CNIS) formerly known as Commercial National Investment Corporation.  All material intercompany transactions have been eliminated.

The Bank operates under a national bank charter and provides full banking services.  The Corporation is subject to regulation by the Federal Reserve Board and the Bank is subject to regulation by the Office of the Comptroller of the Currency.  The Bank’s primary business consists of taking deposits and granting loans to customers who generally do business in the area of Westmoreland County, Pennsylvania.

CNIS holds the investment in the wholly-owned Gooder Agency, Inc. (Gooder), which is a full service provider of insurance products to individuals and businesses.  The agency represents fifteen national, regional and mutual insurance companies.

The following summary of accounting and reporting policies is presented to aid the reader in obtaining a better understanding of the consolidated financial statements and related financial data of the Corporation and its wholly-owned subsidiaries contained in this report.  Such policies conform to generally accepted accounting principles (GAAP) and to general practice within the banking industry.  In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses during the reporting period.  Actual results could differ from those estimates.

Certain items of the consolidated financial statements for the years ended December 31, 2001 and 2000 have been reclassified to conform with the December 31, 2002 presentation.  None of these reclassifications affected net income.

Securities

Debt securities that the Corporation has the positive intent and ability to hold to maturity are classified as “securities held to maturity” and are reported at amortized cost.  Debt and equity securities not classified as held to maturity securities are classified as “securities available for sale” and reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity.  Premiums and discounts are recognized as interest income using the interest method over the terms of the securities.

Net gain or loss on the sale of securities is determined using the specific identification method.

Federal law requires the Bank, a member institution of the Federal Home Loan Bank system, to hold stock of its district Federal Home Loan Bank according to a predetermined formula.  This restricted stock is carried at cost. 


Note 1 - Significant Accounting Policies (Continued)

Loans

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances. Interest income is accrued on the unpaid principal balance.  Loan origination fees, net of associated direct costs, are deferred and recognized as an adjustment of the yield (interest income) of the related loans. The Corporation is generally amortizing these amounts over the contractual life of the loan. 

The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectibility of principal or interest, even though the loan is currently performing.  A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured.  When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses.  Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectibility of principal.  Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectibility of the total contractual principal and interest is no longer in doubt.

Foreclosed Real Estate

Foreclosed real estate is comprised of property acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure and loans classified as in-substance foreclosure.  A loan is classified as in-substance foreclosure when the Bank has taken possession of the collateral regardless of whether formal foreclosure proceedings take place.

Foreclosed assets initially are recorded at fair value, net of estimated selling costs, at the date of foreclosure establishing a new cost basis.  After foreclosure, valuations are periodically performed by management and the assets are carried at the lower of cost or fair value minus estimated costs to sell.  Revenues and expenses from operations and changes in the valuation allowance are included in other expenses.  Foreclosed real estate at December 31, 2002 and 2001 was $344,048 and $-0-, respectively, and is included in other assets.

Allowance for Loan Losses

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


Note 1 - Significant Accounting Policies (Continued)

Allowance for Loan Losses (Continued)

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

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.  Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair market value of net assets acquired.  The Corporation has recorded goodwill of $410,000 as of December 31, 2002 related to the acquisition of two insurance agencies in December 2002.  Commencing January 1, 2002, the effect of applying Financial Accounting Standards Board (FASB) No. 142, “Goodwill and Other Intangible Assets,” is that goodwill is no longer amortized, but would be reviewed annually for impairment.  Any impairment of goodwill results in a charge to income.  The goodwill is not deductible for tax purposes.

The Corporation has amortizable intangible assets related to covenants not-to-compete and customer lists acquired in 2002 through the acquisition of the insurance agencies.  These intangible assets are being amortized on a straight-line basis over five and fifteen years, respectively.  The Bank has total amortizable intangible assets of $439,000.  No amortization expense was recorded for the year ended December 31, 2002.  Amortization expense is estimated to be $34,000 per year for the next five years.

Premises and Equipment

Premises and equipment are carried at cost less accumulated depreciation and amortization.  For financial statement reporting and income tax purposes, depreciation is computed both on straight-line and accelerated methods over the estimated useful life of the premises and equipment. Charges for maintenance and repairs are expensed as incurred. Amortization is charged over the term of the respective lease or the estimated useful life of the asset, whichever is shorter.


Note 1 - Significant Accounting Policies (Continued)

Advertising Costs

The Corporation follows the policy of charging the costs of advertising to expense as incurred.  Total advertising expense for the years ended December 31, 2002, 2001 and 2000 was $233,000, $149,000 and $72,000, respectively.

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit.  Such financial instruments are recorded in the balance sheet when they are funded.

Trust Operations

Trust income is recorded on a cash basis, which approximates the accrual basis.  Securities and other property held by the Corporation in a fiduciary or agency capacity for customers of the Trust Department are not assets of the Corporation and, accordingly, are not included in the accompanying consolidated financial statements.

Income Taxes

Certain income and expense items are accounted for in different years for financial reporting purposes than for income tax purposes.  Deferred taxes are provided to recognize these temporary differences.  The principal items involved are investment securities, employee benefit plans, provision for loan losses, net deferred loan fees and costs and depreciation. The effect on deferred taxes of a change in tax rates is recognized in earnings in the period that includes the enactment date.  Income tax expense is not proportionate to earnings before taxes, principally because a portion of revenues from obligations of states and political subdivisions are nontaxable.

Earnings per Share

Earnings per share have been calculated on the weighted average number of shares outstanding of 3,425,858 in 2002, 3,432,389 in 2001 and 3,511,603 in 2000.

The Corporation currently maintains a simple capital structure, thus there are no dilutive effects on earnings per share.


Note 1 - Significant Accounting Policies (Continued)

Treasury Stock

The acquisition of treasury stock is recorded under the cost method.  At the date of subsequent reissue, the treasury stock is reduced by the cost of such stock on the average cost basis, with any excess proceeds being credited to additional paid-in capital.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Corporation has defined cash and cash equivalents as those amounts included in the balance sheet caption, "Cash and due from banks on demand".

Recently Issued Accounting Standards

In July 2001, the Financial Accounting Standards Board issued Statement No. 143, “Accounting for Asset Retirement Obligations,” which addresses the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.  This Statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.  The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.  This Statement became effective for the Corporation on January 1, 2003, but is not expected to have a significant impact on the financial condition or results of operations.

In July 2002, the Financial Accounting Standards Board issued Statement No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which nullifies EITF Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).”  This statement delays recognition of these costs until liabilities are incurred, rather than at the date of commitment to the plan, and requires fair value measurement.  It does not impact the recognition of liabilities incurred in connection with a business combination or the disposal of long-lived assets.  The provisions of this statement are effective for exit or disposal activities initiated after December 31, 2002 and are not expected to have a significant impact on the Corporation’s financial condition or results of operations.

In October 2002, the Financial Accounting Standards Board issued Statement No. 147, “Acquisitions of Certain Financial Institutions.”  This statement provides guidance on accounting for the acquisition of a financial institution, including the acquisition of part of a financial institution.  The statement defines criteria for determining whether the acquired financial institution meets the conditions for a “business combination”.  If the acquisition meets the conditions of a “business combination”, the specialized accounting guidance under Statement No. 72, “Accounting for Certain Acquisitions of Banking or Thrift Institutions” will not apply after September 30, 2002 and the amount of any unidentifiable intangible asset will be reclassified to goodwill upon adoption of Statement No. 147.  The transition provisions were effective on October 1, 2002 and did not have a significant impact on the Corporation’s financial condition or results of operations.


Note 2 -  Acquisitions And Divestitures

On December 10, 2002, the Corporation completed its acquisition of Gooder, an independent insurance agency and Gooder & Mary, Inc. (G&M), a 50% partner in CNIS.  The Corporation issued 35,208 shares of its common stock with a value of $756,162 and paid cash of $235,485 in exchange for all of the shares of common stock of Gooder and G&M.  The acquisition has been accounted for as a purchase and the results of operations of Gooder  and G&M since the date of acquisition are included in the consolidated financial statements.  The effect of these acquisitions will enhance the Corporation’s ability to provide customers of the Bank with a full array of financial products and services.

The total purchase price of $991,647 has been allocated to the assets acquired and liabilities assumed based upon fair value at the date of acquisition, including identifiable intangible assets of $406,000 and $33,000 representing the fair value of the acquired customer lists and covenants not-to-compete, respectively.  The value of the 35,208 common shares issued was determined based on the average market price of the Corporation’s common shares over the ten trading days ending on the date prior to the acquisition date.  The excess of the purchase price over the fair value of the identifiable net assets acquired was $410,000 and has been recorded as goodwill.  The allocation of the purchase price is preliminary at this time.  The Corporation expects to finalize the valuation in 2003.  The impact of the acquisition of Gooder and G&M on the ongoing operations of the Corporation in 2002 was not material.

On June 29, 2002, the Corporation’s principal subsidiary, the Bank, pursuant to a Purchase and Assumption Agreement with Great American Federal (GAF), acquired the deposit liabilities, equipment and loans outstanding of GAF’s branch office in Norwin, Pennsylvania (the Norwin Branch).  The transaction was accounted for as a purchase.  In the transaction, the Bank assumed deposit liabilities of $11,513,514, acquired loans of $8,046,215 and equipment of $9,373.

The premium paid to acquire the Norwin Branch amounted to $905,284 and was allocated to a core deposit intangible.

On September 27, 2002, the Bank, pursuant to a Purchase and Assumption Agreement with Standard Bank, PaSB, sold the bank premises, deposit liabilities, equipment and loans outstanding of the Bank’s branch office and Redstone office in Murrysville, Pennsylvania (the Murrysville Branch).  In the transaction, the Bank sold deposit liabilities of $7,709,334, loans of $5,820,661 and equipment of $9,500.

Note 3 - Cash and Due from Banks on Demand

Regulations of the Board of Governors of the Federal Reserve System impose uniform reserve requirements on all depository institutions with transaction accounts (checking accounts, NOW accounts, etc.) and non-personal time deposits (deposits with original maturities of 14 days or more).  Reserves are maintained in the form of vault cash or a non-interest bearing balance held with the Federal Reserve Bank.  The Bank also maintains deposits with the Federal Reserve Bank and other banks for various services such as check clearing.  The average required reserve at December 31, 2002 and 2001 was approximately $4,050,000 and $3,571,000, respectively.


Note 4 - Securities

The amortized cost and fair values of securities are as follows:

7469:

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

Available for Sale Securities

      December 31, 2002:

            Obligations of U.S. Government

                  agencies

$  10,755,815

$    85,412

$       -

$  10,841,227

            Obligations of states and political

                  subdivisions

26,173,390

1,127,826

9,017

27,292,199

            Mortgage-backed securities

100,310,249

6,191,331

-

106,501,580

            Other

91,210

-

-

91,210

$137,330,664

$7,404,569

$9,017

$144,726,216

      December 31, 2001:

            Obligations of U.S. Government

                  agencies

$  13,030,946

$   339,974

$       -

$  13,370,920

            Obligations of states and political

                  subdivisions

20,437,479

387,662

5,413

20,819,728

            Mortgage-backed securities

80,273,868

2,549,538

-

82,823,406

            Equity securities

24,011

-

-

24,011

$113,766,304

$3,277,174

$5,413

$117,038,065

The amortized cost and fair values of securities at December 31, 2002 by contractual maturity, are shown below.  Mortgage-backed securities maturities are based upon their estimated contractual maturities.  Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

7841:

Amortized
Cost

Fair
Value

Due within one year

$       999,302

$    1,002,810

Due after one year through five years

15,676,964

15,799,359

Due after five years through ten years

3,506,310

3,747,571

Due after ten years

117,056,878

124,085,266

Other

91,210

91,210

$137,330,664

$144,726,216


Note 4 - Securities (Continued)

Securities with amortized cost and fair values of $19,809,092 and $20,879,109, respectively, at December 31, 2002 and $18,276,782 and $19,015,564, respectively, at December 31, 2001 were pledged to secure public deposits and for other purposes required or permitted by law.

Gross gains of $-0-, $77,835 and $400,475 and gross losses of $-0-, $70,742 and $1,092,175 were realized on those sales and calls of securities during 2002, 2001 and 2000, respectively.

Note 5 - Loans

Loans are summarized as follows:

December 31,

2002

2001

Commercial loans

$  12,725,196

$  17,251,180

Real estate loans:

      Commercial

54,618,271

71,699,119

      Construction

976,013

1,629,135

      Other

86,047,629

95,795,479

Installment loans

1,921,932

2,486,375

Municipal loans

10,078,489

10,989,898

Other loans

2,634,696

2,555,164

Net unamortized (fees) costs

27,999

(71,186)

$169,030,225

$202,335,164

The Corporation’s loan portfolio is collateralized with assets located within Western Pennsylvania.  Although the Corporation has a diversified portfolio, exposure to credit loss can be adversely impacted by downturns in local economic and employment conditions.

During 2000, the Corporation sold its credit card loan portfolio which had a principal balance of $6.3 million.  The gain recognized on this sale was $822,875 which is included in other income.

Note 6 - Allowance for Loan Losses

Transactions in the allowance for loan losses are summarized as follows:

Years Ended December 31,

2002

2001

2000

Balance, January 1

$2,814,454

$2,736,712

$1,919,453

      Loans charged off

(449,241)

(499,707)

(395,276)

      Recoveries on previously charged off

            loans

44,080

37,099

36,535

      Provision for loan losses

298,030

540,350

1,176,000

Balance at December 31

$2,707,323

$2,814,454

$2,736,712


Note 6 - Allowance for Loan Losses (Continued)

At December 31, 2002 and 2001, the recorded investment in loans considered to be impaired was $9,012,615 and $12,601,053, respectively.  The average recorded investment in impaired loans during 2002, 2001 and 2000 was $12,323,317, $12,730,673 and $14,569,050, respectively.  Impaired loans with balances of $3,084,737 and $7,516,022 at December 31, 2002 and 2001 had related allowance for loan losses of $1,536,467 and $1,947,719, respectively.  Interest income on impaired loans of $749,113, $1,080,215 and $1,302,588 was recognized in 2002, 2001 and 2000, respectively.  The amount of interest income recognized using a cash basis method approximated the interest income recognized.

Loans on which the accrual of interest has been discontinued amounted to $2,679,000 and $2,492,000 at December 31, 2002 and 2001, respectively.  Loan balances past due 90 days or more and still accruing interest, but which management expects will eventually be paid in full, amounted to $2,966 and $745,000 at December 31, 2002 and 2001, respectively.

Note 7 - Financial Instruments with Off-Balance Sheet Risk

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

The Corporation's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, financial standby letters of credit and commercial letters of credit written is represented by the contract or notional amount of those instruments.  The Corporation uses the same credit policies in making such commitments and conditional obligations as it does for on-balance-sheet instruments. The following table identifies the contract or notional amount of those instruments:

Years Ended December 31,

 

2002

2001

Financial instruments whose contract

      amounts represent credit risk:

      Commitments to extend credit

$45,229,007

$30,962,966

      Standby letters of credit

533,422

595,995

      Financial standby letters of credit

3,700,215

3,041,452

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.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Corporation evaluates each customer's credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management's credit evaluation of the counter party.  Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.


Note 7 - Financial Instruments with Off-Balance Sheet Risk (Continued)

Standby letters of credit, financial standby letters of credit and commercial letters of credit written are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party.  Those guarantees are primarily issued to support public and private borrowing arrangements.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Note 8 - Concentrations of Credit Risk

The Bank grants commercial, residential and consumer loans to customers primarily located in Westmoreland County in Pennsylvania.  The concentrations of credit by type of loan are set forth in Note 5.  Although the Bank has a diversified loan portfolio, the debtors’ ability to honor these contracts is influenced by the region’s economy. 

Note 9 - Premises and Equipment

The composition of premises and equipment at December 31, 2002 and 2001 is as follows:

2002

2001

Premises

$5,508,714

$6,299,739

Leasehold improvements

243,116

228,317

Furniture and equipment

5,279,465

5,123,803

11,031,295

11,651,859

Accumulated depreciation and amortization

(6,944,348)

(6,770,385)

4,086,947

4,881,474

Land

436,973

826,231

$4,523,920

$5,707,705

Depreciation and amortization expense was $636,402, $691,674 and $793,492 at December 31, 2002, 2001 and 2000, respectively.


Note 10 - Interest Bearing Deposits

Interest bearing deposits include certificates of deposit issued in denominations of $100,000 or more which amounted to $21,812,218 and $18,547,217 at December 31, 2002 and 2001, respectively.  Interest expense related to certificates of $100,000 or greater was $741,379, $1,682,552 and $3,236,224 for the years ended December 31, 2002, 2001 and 2000, respectively.

Interest bearing deposits at December 31, 2002 and 2001 are detailed as follows:

2002

2001

Savings accounts

$  55,616,265

$  50,287,302

NOW accounts

17,133,871

14,653,449

Money Market NOW accounts

7,415,682

7,258,555

FIMM accounts

46,599,507

43,469,909

Time deposits

91,904,232

91,375,281

$218,669,557

$207,044,496

Included in time deposits at December 31, 2002 were certificates of deposit with the following scheduled maturities:

2003

$52,641,334

2004

8,825,010

2005

9,137,489

2006

3,557,099

2007

17,743,300

$91,904,232

Deposit overdrafts reclassified to loans receivable amounted to $35,255 and $25,904 at December 31, 2002 and 2001, respectively.


Note 11 - Short-Term Borrowings

Short-term borrowings at December 31, 2002 and 2001 were as follows:

Ending Balance

Average Balance

Average Rate

December 31, 2002:

      Federal funds purchased

$                 -

$   536,507

1.96

%

      Borrowings from Federal Home Loan

            Bank

-

958,904

1.99

$                 -

$1,495,411

1.98

%

December 31, 2001:

      Federal funds purchased

$  4,275,000

$1,150,411

3.22

%

      Borrowings from Federal Home Loan

            Bank

-

1,767,123

5.38

$  4,275,000

$2,917,534

3.27

%

      Maximum total at any month-end

$16,500,000

At December 31, 2002, the Corporation had approved but unused funding availability from lines of credit of $30,000,000.

Interest expense on short-term borrowings for the years ended December 31, 2002, 2001 and 2000 is detailed as follows:

2002

2001

2000

Federal funds purchased

$10,556

$37,003

$120,149

Borrowings from Federal Home Loan Bank

19,094

58,443

408,431

Total interest on short-term borrowings

$29,650

$95,446

$528,580


Note 12 - Long-Term Borrowings

Long-term borrowings consist of Federal Home Loan Bank (FHLB) advances which are collateralized by certain mortgages and investment securities.

Advances from the FHLB at December 31, 2002 and 2001 consisted of the following:

9583:

2002

2001

Stated Maturity

Amount

Weighted
Average
Rate

Amount

Weighted
Average
Rate

November 25, 2005

$  5,000,000

4.82

%

$  5,000,000

4.82

%

March 1, 2006

5,000,000

4.85

5,000,000

4.85

March 2, 2009

5,000,000

5.52

5,000,000

5.52

April 30, 2009 Fixed

5,000,000

5.36

-

-

April 30, 2010 Fixed

5,000,000

5.49

-

-

March 1, 2011

5,000,000

4.28

5,000,000

4.28

March 1, 2011

5,000,000

5.23

5,000,000

5.23

March 21, 2011

5,000,000

5.37

5,000,000

5.37

April 30, 2011 Fixed

5,000,000

5.59

-

-

April 30, 2012 Fixed

5,000,000

5.68

-

-

March 23, 2016

5,000,000

5.27

5,000,000

5.27

$55,000,000

5.22

%

$35,000,000

5.05

%

Unless noted, outstanding advances are convertible rate notes which carry an option, at the interest rate change date, to repay the advance without incurring a prepayment penalty.

Advances from the FHLB of Pittsburgh are secured by the bank’s stock in the FHLB of Pittsburgh, qualifying residential mortgage loans, U.S. Government securities, U.S. agency securities and mortgage-backed securities issued or guaranteed by GNMA, FHLMC and FNMA to the extent that the defined statutory value must be at least equal to the advances outstanding.  The maximum remaining borrowing capacity at December 31, 2002 is $152,000,000.

Note 13 - Employee Benefit Plans

The Corporation sponsors an employee profit sharing plan available to all employees with at least one year of service.  The Corporation contributes to the plan, as determined by the Board of Directors, in an amount not to exceed 15% of compensation of eligible participants.  The Corporation also has a supplemental retirement plan for certain retired employees.  The expense for the employee benefit plans was $607,684, $595,480 and $605,651 for the years ended December 31, 2002, 2001 and 2000, respectively.


Note 14 - Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income.  Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

The components of other comprehensive income and related tax effects for the years ended December 31, 2002, 2001 and 2000 are as follows:

2002

2001

2000

Gross change in unrealized gains

      on securities available for sale

$4,123,791

$1,620,851

$3,705,181

Less reclassification adjustment for (gains) losses realized in income

-

(7,093)

691,700

Net unrealized gains

4,123,791

1,613,758

4,396,881

Tax effect

1,402,089

548,678

1,494,939

Net of tax amount

$2,721,702

$1,065,080

$2,901,942

Note 15 - Commitments

The Bank rents offices under operating leases that expire from 2003 through 2016. In 2002, the Corporation entered into a capital lease agreement for equipment with a term of four years. The equipment is included in premises and equipment. 

Amortization expense for the year ended December 31, 2002 amounted to $33,947.  The capital lease obligation is included in other liabilities.  Net book values and scheduled maturities of capital and operating lease obligations at December 31, 2002 are as follows:

Cost

$171,520

Accumulated amortization

(33,947)

$137,573


Note 15 - Commitments (Continued)

Capital Lease Obligation

Operating
Leases

2003

$  48,552

$119,496

2004

48,552

94,056

2005

48,552

86,516

2006

8,023

75,960

2007

-

28,500

2008 and thereafter

-

256,500

153,679

661,028

Amount representing interest

(15,275)

-

$138,404

$661,028

Note 16 - Income Taxes

The components of the net deferred tax liability at December 31, 2002 and 2001 are as follows:

2002

2001

Allowance for loan losses

$   761,684

$798,109

Accrued benefits

111,445

120,917

Deferred loan fees

33,723

24,204

Other

1,683

-

Total deferred tax assets

908,535

943,230

Securities accretion

181,519

156,836

Unrealized net gain on securities available for sale

2,514,488

1,112,399

Depreciation

22,762

-

Total deferred tax liabilities

2,718,769

1,269,235

Net deferred tax liability

$(1,810,234)

$(326,005)


Note 16 - Income Taxes (Continued)

The income tax provision for the years ended December 31, 2002, 2001 and 2000 is summarized as follows:

2002

2001

2000

Current

$1,790,830

$1,625,911

$1,497,957

Deferred

82,140

73,391

(78,687)

$1,872,970

$1,699,302

$1,419,270

The tax provision for financial reporting purposes differs from the amount computed by applying the statutory federal income tax rate of 34% to income before income taxes.  The differences for the years ended December 31, 2002, 2001, and 2000 are as follows:

2002

2001

2000

Tax at statutory rates:

$2,453,843

$2,245,437

$2,057,262

      Increase (decrease) resulting from:

      Tax-exempt interest and dividend

            income

(561,625)

(538,145)

(709,589)

      Non-deductible interest expense

45,986

58,101

92,376

      Income on life insurance

(174,927)

(74,066)

(26,964)

      Other

109,693

7,975

6,185

$1,872,970

$1,699,302

$1,419,270

Note 17 - Fair Value of Financial Instruments

Below are various estimated fair values at December 31, 2002 and 2001, as required by Statement of Financial Accounting Standards No. 107 (FAS 107).  Such information, which pertains to the Corporation’s financial instruments, is based on the requirements set forth in FAS 107 and does not purport to represent the aggregate net fair value of the Corporation.  It is the Corporation’s general practice and intent to hold its financial instruments to maturity, except for certain securities designated as securities available for sale, and not to engage in trading activities.  Many of the financial instruments lack an available trading market, as characterized by a willing buyer and seller engaging in an exchange transaction.  Therefore, the Corporation had to use significant estimations and present value calculations to prepare this disclosure.

Changes in the assumptions or methodologies used to estimate fair values may materially affect the estimated amounts.  Also, management is concerned that there may not be reasonable comparability between institutions due to the wide range of permitted assumptions and the methodologies in absence of active markets.  This lack of uniformity gives rise to a high degree of subjectivity in estimating financial instrument fair values.


Note 17 - Fair Value of FinancialInstruments (Continued)

The following methods and assumptions were used by the Corporation in estimating financial instrument fair values:

Cash and Short Term Investments

The carrying amounts for cash and short-term investments approximate the estimated fair values of such assets.

Securities

Fair values for securities available for sale are based on quoted market prices, if available.  If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

Restricted Investments in Bank Stock

The carrying amounts of restricted investments in bank stock approximate the estimated fair value of such assets.

Loans Receivable

Fair values of variable rate loans subject to frequent repricing and which entail no significant credit risk are based on the carrying values.  The estimated fair values of other loans are estimated by discounting the future cash flows using interest rates currently offered for loans with similar terms to borrowers of similar credit quality. 

Deposit Liabilities

For deposits which are payable on demand at the reporting date, representing all deposits other than time deposits, management estimated that the carrying value of such deposits is a reasonable estimate of fair value.  The  carrying amounts of certificates of deposit approximate their fair values at the report date.  Fair values of fixed rate time deposits are estimated by discounting the future cash flows using interest rates currently being offered and a schedule of aggregate expected maturities.

Short-Term Borrowings

The carrying amounts for short-term borrowings approximate the estimated fair value of such liabilities.

Accrued Interest Receivable and Payable

The carrying amount of accrued interest receivable and payable is considered a reasonable estimate of fair value.

Long-Term Borrowings

Fair values of fixed rate borrowings are estimated by discounting the future cash flows using the Corporation’s estimated incremental borrowing rate for similar types of borrowing arrangements.


Note 17 - Fair Value of Financial Instruments (Continued)

Off-Balance Sheet Instruments

The fair value of commitments to extend credit and for outstanding letters of credit is estimated using the fees currently charged to enter into similar agreements, taking into account market interest rates, the remaining terms and present credit worthiness of the counterparties.

11152: 11202:

December 31, 2002

December 31, 2001

Carrying Amount

Fair
Value

Carrying Amount

Fair
Value

Financial assets:

      Cash and short-term investments

$  45,577,905

$45,577,905

$  10,112,268

$  10,112,268

      Securities available for sale

144,726,216

144,726,216

117,038,065

117,038,065

      Restricted investments in bank stock

3,618,200

3,618,200

2,358,000

2,358,000

      Loans, net of allowance

166,322,902

176,759,672

199,520,710

208,348,928

      Accrued interest receivable

1,541,961

1,541,961

1,800,883

1,800,883

Financial liabilities:

      Deposits

270,025,209

275,138,263

254,986,772

257,131,826

      Short-term borrowings

-

-

4,275,000

4,275,000

      Accrued interest payable

1,024,263

1,024,263

1,048,224

1,048,224

      Long-term borrowings

55,000,000

60,551,000

35,000,000

35,650,000

Off-balance sheet financial instruments:

      Commitments to extend credit

-

-

-

-

      Standby letters of credit

-

-

-

-

      Financial standby letters of credit

-

-

-

-

Note 18 - Related Party Transactions

Some of the Corporation's or the Bank’s directors, principal officers, principal stockholders and their related interests had transactions with the Bank in the ordinary course of business during 2002.  All loans and loan commitments in such transactions were made on substantially the same terms, including collateral and interest rates, as those prevailing at the time for comparable transactions with others.  In the opinion of management, these transactions with others do not involve more than normal risk of collectibility or present other unfavorable features.  It is anticipated that further such extensions of credit will be made in the future.  The aggregate amount of credit extended to these directors and principal officers was approximately $1,656,401 and $2,162,856 at December 31, 2002 and 2001, respectively.


Note 18 - Related Party Transactions (Continued)

The following is an analysis of loans to those parties whose loan balances exceeded $60,000 for the year ended December 31, 2002:

Balances at January 1

$1,562,594

      Advances

589,782

      Repayments

(1,223,093)

Balances at December 31

$  929,283

During 2002, the Corporation had loan advances to certain directors which, when aggregated with loans existing prior to January 1, 2002, caused their aggregate loan balances to exceed $60,000.  Therefore, the balance at January 1, 2002 was adjusted to reflect these directors’ loan additions.

Note 19 - Capital Requirements and Dividend Restrictions

The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.  The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weighting and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the tables below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined).  Management believes, as of December 31, 2002, that the Corporation and the Bank meet all capital adequacy requirements to which they are subject.


Note 19 - Capital Requirements and Dividend Restrictions (Continued)

As of December 31, 2002, the most recent notification from the regulatory agencies 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 1 risk-based and Tier 1 leverage ratios as set forth in the table.  There are no conditions or events since those notifications that management believes have changed those categories.



Actual


For Capital Adequacy Purposes

To be Well Capitalized Under Prompt Corrective Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of December 31, 2002:

      Total capital (to risk-weighted assets):

            Commercial National Financial Corp.

$46,867,744

25.2

%

$³14,875,216

³8.0

%

N/A

            Commercial National Bank

46,693,263

25.2

³14,865,218

³8.0

$³18,581,522

³10.0

%

      Tier 1 capital (to risk-weighted assets):

            Commercial National Financial Corp.

44,538,762

24.0

³  7,437,608

³4.0

N/A

            Commercial National Bank

44,365,824

23.9

³  7,432,609

³4.0

³11,148,913

³  6.0

      Tier 1 capital (to average assets):

            Commercial National Financial Corp.

44,538,762

12.1

³14,925,976

³4.0

N/A

            Commercial National Bank

44,365,824

12.0

³14,791,360

³4.0

³18,489,200

³  5.0

As of December 31, 2001:

      Total capital (to risk-weighted assets):

            Commercial National Financial Corp.

$46,264,431

23.6

%

$³15,673,503

³8.0

%

N/A

            Commercial National Bank

46,248,984

23.6

³15,671,368

³8.0

$³19,589,210

³10.0

%

      Tier 1 capital (to risk-weighted assets):

            Commercial National Financial Corp.

43,810,934

22.4

³  7,836,752

³4.0

N/A

            Commercial National Bank

43,795,817

22.4

³  7,835,684

³4.0

³11,753,546

³  6.0

      Tier 1 capital (to average assets):

            Commercial National Financial Corp.

43,810,934

12.7

³13,801,350

³4.0

N/A

            Commercial National Bank

43,795,817

12.7

³13,800,019

³4.0

³17,250,023

³  5.0

The amount of funds available to a parent from its subsidiary bank is limited for all national banks by restrictions imposed by the Comptroller of the Currency.  Dividends from the Bank were restricted not to exceed $3,288,568 at December 31, 2002.  These restrictions have not had, and are not expected to have, a significant impact on the Corporation's ability to meet its cash obligations.


Note 20 - Condensed Financial Information of Commercial National Financial Corporation (Parent Only)

Statements of Financial Condition

December 31,

2002

2001

Assets

Cash

$         5,187

$         5,179

Investment in subsidiary, Commercial National Bank of Pennsylvania

50,183,021

45,955,589

Investment in subsidiary, Commercial National Investment Corporation

1,030,372

24,010

Other assets

200

200

Total assets

$51,218,780

$45,984,978

Liabilities and Shareholders’ Equity

Liabilities, accounts payable

$      14,278

$      14,681

Shareholders’ equity

51,204,502

45,970,297

Total liabilities and shareholders’ equity

$51,218,780

$45,984,978

Statements of Income

Years Ended December 31,

2002

2001

2000

Dividends from subsidiary, Commercial National Bank of Pennsylvania

$3,824,431

$3,136,623

$3,800,430

Fees from subsidiary, Commercial National Bank of Pennsylvania

302,600

189,000

161,500

Expenses

(303,659)

(188,824)

(123,094)

3,823,372

3,136,799

3,838,836

Applicable tax benefit (expense)

400

-

(13,059)

3,823,772

3,136,799

3,825,777

Equity in excess undistributed earnings of subsidiaries

1,520,444

1,768,124

805,735

Net income

$5,344,216

$4,904,923

$4,631,512


Note 20 - Condensed Financial Information of Commercial National Financial Corporation (Parent Only)

Statements of Cash Flows

Years Ended December 31,

2002

2001

2000

Cash flows from operating activities

      Net income

$5,344,216

$4,904,923

$4,631,512

      Adjustments to reconcile net income to

            net cash provided by operating

            activities:

            Equity in undistributed earnings of

                  subsidiaries

(1,520,444)

(1,768,124)

(805,735)

            Issuance of treasury stock for

                  compensation

1,069

-

-

            Increase (decrease) in other assets

-

2,892

(3,092)

            Increase (decrease) in accounts payable

(403)

201

(24,965)

Net cash provided by operating activities

3,824,438

3,139,892

3,797,720

Cash flows used in investing activities

      Net cash used in acquisition

(235,485)

-

-

Cash flows from financing activities

      Dividends paid

(3,424,008)

(2,607,538)

(2,383,528)

      Purchase of treasury stock

(164,937)

(529,085)

(1,416,902)

Net cash used in financing activities

(3,588,945)

(3,136,623)

(3,800,430)

Increase (decrease) in cash

8

3,269

(2,710)

Cash - Beginning

5,179

1,910

4,620

Cash - Ending

$       5,187

$       5,179

$       1,910


Independent Auditor’s Report

To the Board of Directors and Shareholders
Commercial National Financial Corporation and Subsidiaries
Latrobe, Pennsylvania

We have audited the accompanying consolidated statements of financial condition of Commercial National Financial Corporation and its wholly-owned subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2002.  These consolidated financial statements are the responsibility of the Corporation's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits. 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 consolidated financial position of Commercial National Financial Corporation and its wholly-owned subsidiaries as of December 31, 2002 and 2001, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

/s/ Beard Miller Company LLP

Pittsburgh, Pennsylvania
January 17, 2003


Quarterly Summary of Financial Data (Unaudited)

      The unaudited quarterly results of operations for the years ended December 31, 2002

   and December 31, 2001 are as follows:

                                                                                                                                                

2002

First

Second

Third

Fourth

Quarter

Quarter

Quarter

Quarter

Interest income

$ 5,781,588

$ 5,700,828

$ 5,873,569

$ 5,586,568

Interest expense

  1,801,831

  1,932,992

  1,992,398

1,847,279

  Net interest income

  3,979,757

3,767,836

3,881,171

3,739,289

Provision for loan losses

      39,214

   162,816

     96,000

         -

  Net interest income after

  provision for loan losses

  3,940,543

3,605,020

3,785,171

3,739,289

Other income (including security

  transactions)

    687,462

   672,094

1,227,329

   588,402

Other expenses

  2,697,425

  2,629,923

2,804,678

2,896,098

Income before taxes

  1,930,580

1,647,191

2,207,822

1,431,593

Applicable income taxes

    535,700

   449,300

   477,700

   410,270

Net income

$ 1,394,880

$ 1,197,891

$ 1,730,122

$ 1,021,323

Earnings per share, basic

$       .41

$      .35

$      .50

$      .30

2001

First

Second

Third

Fourth

Quarter

Quarter

Quarter

Quarter

Interest income

$ 6,162,552

$ 6,193,997

$ 5,955,756

$ 6,086,685

Interest expense

  2,508,647

  2,600,945

  2,394,762

2,211,596

  Net interest income

  3,653,905

3,593,052

3,560,994

3,875,089

Provision for loan losses

           -

         -

   429,350

   111,000

  Net interest income after

  provision for loan losses

  3,653,905

3,593,052

3,131,644

3,764,089

Other income (including security

  transactions)

    584,603

   665,641

   696,159

   608,434

Other expenses

  2,525,041

  2,545,773

2,624,717

2,397,771

Income before taxes

  1,713,467

1,712,920

1,203,086

1,974,752

Applicable income taxes

    477,600

   485,500

   256,300

   479,902

Net income

$ 1,235,867

$ 1,227,420

$  946,786

$ 1,494,850

Earnings per share, basic

$       .36

$      .36

$      .28

$      .43


Common Stock Information

The following table sets forth the high and low sales prices for the common stock, as reported by The Nasdaq Stock Market, Inc., and the cash dividends declared per share on the common stock for the periods indicated.

Cash Dividend

2002

High
Low
Per Share

First Quarter

$

   18.75

$

   16.65

$

      .25

Second Quarter

   22.00

   18.05

      .25

Third Quarter

   23.37

   20.35

      .25

Fourth Quarter

   24.10

   21.00

      .25

2001

First Quarter

$

   16.38

$

   13.50

$

      .19

Second Quarter

   20.00

   14.61

      .19

Third Quarter

   19.10

   16.50

      .19

Fourth Quarter

   18.75

   17.70

      .19

Commercial National Financial Corporation common stock is traded on The Nasdaq National Market System under the trading symbol “CNAF” with an additional descriptive listing of “CmclNat.”


Selected Financial Data

The following financial information is not covered by the auditor's report and must

be read in conjunction with the consolidated financial statements and related notes

along with management's discussion and analysis of financial condition and results of

operations.

Years Ended December 31,

2002

2001

2000

1999

1998

Interest income

Interest &  fees on loans

  $13,532,996

  $16,665,093

  $17,513,408

    $16,693,455

  $ 16,755,493

Interest & dividends on

     Securities

      9,187,459

      7,085,435

      8,420,851

        7,475,668

       6,862,194

Interest on money market

    Investments

         222,098

         648,462

         121,528

           133,609

            49,405

Total interest income

    22,942,553

    24,398,990

    26,055,787

      24,302,732

     23,667,092

  Interest expense-deposits

      4,997,795

      8,065,055

      9,336,596

        8,749,173

       9,537,002

  Interest expense-short-term borrowings

           29,650

           95,446

         528,580

           471,711

          493,784

  Interest expense-long-term borrowings

      2,547,055

      1,555,449

      1,839,724

           792,572

           287,795

  Total interest expense

      7,574,500

      9,715,950

    11,704,900

      10,013,456

     10,318,581

Net interest income

    15,368,053

    14,683,040

    14,350,887

      14,289,276

     13,348,511

Provision for loan losses

         298,030

         540,350

      1,176,000

        3,289,706

          435,000

Net interest income after

    provision for loan losses

    15,070,023

    14,142,690

    13,174,887

      10,999,570

     12,913,511

Other operating income

      3,175,287

      2,554,837

      2,304,464

        1,936,492

       1,722,040

Other operating expenses

    11,028,124

    10,093,302

      9,428,569

        9,245,353

       8,529,594

Income before taxes

      7,217,186

      6,604,225

      6,050,782

        3,690,709

       6,105,957

Applicable income taxes

      1,872,970

      1,699,302

      1,419,270

           487,104

       1,465,071

 

Net income

  $  5,344,216

  $  4,904,923

  $  4,631,512

    $  3,203,605

   $  4,640,886

Per share data

Net income

  $          1.56

  $          1.43

  $          1.32

     $             ..90

  $            1.29

     Dividends declared

  $           1.00

  $            ..76

  $            ..68

     $             ..60

  $              ..42

    Average shares outstanding

      3,425,858

      3,432,389

      3,511,603

        3,578,894

       3,600,000

At end of period

    Total assets

$380,337,755

$343,028,558

$329,865,123

  $355,297,990

$326,379,353

    Securities

  148,344,416

  119,396,065

  104,703,464

    124,743,186

   119,090,980

    Loans and leases, net of unearned

       Income

  169,030,225

  202,335,164

  207,956,789

    204,839,335

   192,115,160

    Allowance for loan losses

      2,707,323

      2,814,454

      2,736,712

        1,919,453

       1,914,174

    Deposits

  270,025,209

  254,986,772

  266,611,370

    272,947,403

   266,460,521

    Long-term borrowings

    55,000,000

    35,000,000

    10,000,000

      25,000,000

      10,000,000

    Shareholders' equity

    51,204,502

    45,970,297

    43,136,917

      39,403,893

     43,161,649

Key ratios

    Return on average assets

             1.46%

             1.43%

              1.32%

                   ..95%

             1.46%

    Return on average equity

            11.02

            10.90

            11.21

                  7.50

              11.47

    Net loans-to-deposit ratio

            61.59

            78.25

            78.00

                74.34

              71.38

    Dividend payout ratio (dividends

        declared divided by net income)

            64.07

            53.16

            51.46

                66.98

              32.58

Equity-to-assets ratio (average equity

        divided by average total assets)

            13.27

            13.12

            11.82

                12.68

              12.72

Management’s Discussion and Analysis

of

Financial Condition and Results of Operations

Introduction

The purpose of this discussion and the accompanying financial data is to provide aid in understanding and evaluating the financial condition and results of operations of Commercial National Financial Corporation (the Corporation) for the years ended on December 31, 2002, 2001 and 2000. This information should be read in conjunction with the consolidated financial statements and related footnotes for the years under review.

All material intercompany transactions have been eliminated in consolidation.

Critical Accounting Policies:

Disclosure of the Corporation's significant accounting policies is included in Note 1 to the consolidated financial statements. Certain of these policies are particularly sensitive requiring significant judgments, estimates and assumptions to be made by management. Additional information is contained in management's discussion and analysis for the most sensitive of these issues, including the provision and allowance for loan losses.

Management in determining the allowance for loan losses makes significant estimates. Consideration is given to a variety of factors in establishing this estimate. In estimating the allowance for loan losses, management considers current economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews, its borrowers' perceived financial and managerial strengths, the adequacy of the underlying collateral, if collateral dependent, or present value of future cash flows and other relevant factors.

The following discussion and analysis is intended to assist the reader in reviewing the financial information presented and should be read in conjunction with the consolidated financial statements and other financial data presented elsewhere herein.

Financial Condition

The Corporation’s total assets at December 31, 2002 increased $37,309,197, or 10.88% from the end of 2001. The increases were primarily in securities, federal funds sold, interest bearing deposit accounts and other assets.

The total loan portfolio decreased as the Corporation’s primary subsidiary, Commercial National Bank of Pennsylvania (the Bank) continued to experience softer loan demand as a result of the weakening economy during 2002. Although it is too soon to tell, early indications suggest the Bank is likely to experience modest loan growth for 2003.

Other assets increased $7,276,802, or 87.76% during 2002. The majority of this increase was due to the purchase of a $5,000,000 bank-owned life insurance (BOLI) policy. Other contributors to this increase are intangible assets and goodwill associated with the Bank’s purchase of a community banking office in Norwin, Pennsylvania and the acquisition of Gooder Agency, Inc., an independently-owned insurance agency located in Ligonier, Pennsylvania.

At December 31, 2002, total liabilities increased $32,074,992, or 10.80% to $329,133,253. Of this increase, $20,000,000 was attributable to long-term borrowings transacted by the Corporation to extend the interest bearing liabilities of the Bank. This action better positioned the Bank for an increase in interest rates in the future.

Also contributing to liability growth in 2002 was the increase in deposits. Total non-interest and interest-bearing deposits increased $15,038,437 during 2002. Factors that led to this increase are the historically low bond yields and negative returns experienced in the equity markets. Also assisting in growth of deposits was the Corporation’s desire to offer competitive rates in our market area.

 

Shareholders’ equity was $51,204,502 on December 31, 2002 compared to $45,970,297 on December 31, 2001 and increase of 11.39%. Book value per common share increased to $14.82 or 10.43% from $13.42 at year-end 2001. Excluding the net unrealized gains and losses on securities available for sale, book value per share would have been $13.41 at December 31, 2002, an increase of 4.85% over the comparable book value at year-end 2001.

Results of Operations

Net income increased $439,293, or 9%, to $5,344,216 for the year ended December 31, 2002 from $4,904,923 for the year ended December 31, 2001. The increase in net income for 2002 was due to higher other operating income. The increase in net interest income was negated by higher other operating expenses. Based on current economic conditions, management views fourth quarter 2002 net income as a reasonable indicator for 2003 quarterly results.

Net income for year ended December 31, 2001 increased $273,411 to $4,904,923 from $4,631,512 for year ended December 31, 2000. The reasons for this increase were improved net interest income, a lower provision for loan losses and higher operating income. The sum of those components offset a 7% increase in operating expense.

Return on average assets was 1.46% in 2002, 1.43% in 2001 and 1.32% in 2000. For the same years, return on average equity was 11.02%, 10.90% and 11.21%, respectively.

Net Interest Income

The Corporation’s primary source of earnings is represented by net interest income. Net interest income is calculated by deducting the interest paid on interest-bearing deposits and borrowed funds from the interest received on interest-earning assets, primarily loans and investments. In 2002, net interest income was $15,368,053 compared to $14,683,040 in 2001. The return on earning assets, calculated on a tax-equivalent basis, equaled 7.06% in 2002 and was 7.84% in 2001. The cost-of-funds rate for 2002 and 2001 was 2.86% and 3.93%, respectively. The tax-equivalent net interest margin for 2002 decreased one basis point to 4.81% from 4.82% in 2001.

In 2001, net interest income was $14,683,040 compared to $14,350,887 in 2000. The return on earning assets, calculated on a tax-equivalent basis, equaled 7.84% in 2001 and was 8.08% in 2000. The cost-of-funds rate for 2001 and 2000 was 3.93% and 4.47%, respectively. The tax-equivalent net interest margin for 2001 increased twenty-two basis points to 4.82% from 4.60% in 2000. During 2001, the Federal Reserve reduced interest rates eleven times in an effort to stimulate the economy. With these rate cuts, the Corporation benefited by interest-bearing liability costs repricing lower at a faster rate than the realized yield declines on interest earning assets.

Average earning assets increased $15,141,568 from 2001 to 2002. The Corporation continued to experience overall loan contraction for much of 2002 due to a combination of weak demand and a new commercial lending focus that implemented tighter underwriting standards. Also contributing to the decrease was the Corporation’s reluctance to aggressively price rates at low current market levels. During the fourth quarter of 2002, the Corporation’s management relaxed loan pricing constraints in an effort to become more competitive in its marketplace. This relaxation will be monitored closely so that the Corporation does not overweigh itself with an abundance of lower yielding loans. Investment purchases throughout the year helped offset both loan and security runoff during 2002.

Average earning assets decreased $13,886,525, or 4.14%, in 2001 from 2000. The Corporation experienced overall loan contraction in 2001 due to weak demand and a change of focus in the commercial lending that excluded specific business segments. Also contributing to the average earning asset decrease in 2001 were lower volumes in investment securities throughout the year due to the relative decline in market yields.

Average interest-bearing liabilities increased $17,577,721, or 7.11% in 2002 from 2001. The increase in average interest-bearing liabilities from 2002 to 2001 was attributed to modest growth in deposit accounts, particularly in the demand deposits, and the extension of long-term debt through a series of advances from the Federal Home Loan Bank of Pittsburgh.

Average interest-bearing liabilities decreased $14,755,501, or 5.63% in 2001 but compared to an increase of $11,740,155 in 2000. The decrease in average interest-bearing liabilities from 2001 to 2000 was attributed to declines in the interest-bearing deposits as the Corporation experienced outflows due to the lower rate environment.

COMMERCIAL NATIONAL FINANCIAL CORPORATION

Financial Comparisons

                                                                               Consolidated Average Balance Sheet, Interest Income/Expense and Rates

2002

2001

2000

Average

Interest

Yield or

Average

Interest

Yield or

Average

Interest

Yield or

Balance

Income/

Rate (a)

Balance

Income/

Rate (a)

Balance

Income/

Rate (a)

Expense

Expense

Expense

  Interest-earning assets

  Loans (b)(c) net of unearned income

$187,428,175

$13,532,996

    7.38%

$206,680,783

$16,665,093

    8.23%

$207,343,068

$17,513,408

    8.59%

  Taxable securities

111,966,513

   8,130,197

     7.26

   80,776,752

   6,161,185

     7.63

   96,284,706

   6,916,752

     7.18

  Non-taxable securities

   21,062,603

   1,057,262

    7.61

   18,077,452

      924,250

    7.75

   29,970,497

   1,504,099

    7.60

  Interest-bearing deposits with banks

     5,277,684

        48,879

    0.93

     9,592,529

      363,418

    3.79

        233,496

        16,498

    7.07

  Federal funds sold

   11,146,849

      173,219

    1.55

     6,612,740

      285,044

    4.31

     1,795,014

      105,030

    5.85

  Total earning assets

336,881,824

22,942,553

    7.06

321,740,256

24,398,990

    7.84

335,626,781

26,055,787

    8.08

   Non-interest-earning assets

  Cash

     8,006,911

     7,694,771

     7,481,338

  Allowance for loan losses

    (2,879,339)

  (2,671,013)))

  (2,283,390)

  Other assets

   23,394,185

   16,043,929

     8,798,388

    Total non-interest-earning assets

    28,521,757

    21,067,687

    13,996,336

    Total assets

$365,403,581

$342,807,943

$349,623,117

  Liabilities and Shareholders’ Equity

  Interest-bearing deposits

  NOW accounts

$  22,952,368

        99,005

      .43

$  20,480,266

      139,826

      .68

$  20,552,997

      139,885

      .68

  Money Market accounts

   46,793,084

      716,882

    1.53

   38,499,568

   1,153,952

    3.00

   43,301,728

   1,527,244

    3.53

   Savings deposits

   55,369,002

      801,251

    1.45

   46,002,576

   1,101,229

    2.39

   45,405,821

   1,153,342

    2.54

  Time deposits

   89,490,280

   3,380,657

    3.78

108,841,052

   5,670,048

    5.21

118,235,702

   6,516,125

    5.51

  Short-term borrowings

     1,495,411

        29,651

    1.98

     2,917,534

        95,446

    3.27

     8,113,319

      528,580

    6.51

  Long-term borrowings

   48,602,134

   2,547,054

    5.24

   30,383,562

   1,555,449

    5.12

   26,270,492

   1,839,724

    7.00

 

  Total interest-bearing liabilities

264,702,279

   7,574,500

    2.86

247,124,558

   9,715,950

    3.93

261,880,059

11,704,900

    4.47

  Non-interest-bearing deposits

   48,578,937

   47,411,930

   45,127,383

  Other liabilities

     3,646,912

     3,283,283

     1,297,731

  Shareholders' equity

   48,475,453

   44,988,172

   41,317,944

      Total non-interest-bearing

      Funding sources

100,701,302

   95,683,385

   87,743,058

      Total liabilities and

        shareholders' equity

$365,403,581

$342,807,943

$349,623,117

  Net interest income and net yield

  on interest earning assets             

$15,368,053

    4.81%

$14,683,040

    4.82%

$14,350,887

    4.60%

(a) Yields on interest earning assets have been computed on a tax-equivalent basis using the

     (a)   34% federal income tax statutory rate.

       (b)  Income on non-accrual loans is accounted for on the cash basis, and the

              loan balances are included in interest earning assets.

©   Loan income includes net loan fees.

The following table illustrates the impact and interaction of rate and volume changes for the years under review:

Analysis of Year-to-Year Changes in Net Interest Income

2002 Change from 2001

2001 Change from 2000

Total

Change Due

Change Due

Total

Change Due

Change Due

Change

To Volume

to Rate

Change

to Volume

To Rate                           to Volume                           to Rate

Interest-earning assets

Loans net of unearned income

$   (3,132,097)

  $  (1,552,377)

$ (1,579,720)

    $   (848,315)

       $  (55,940)

    $ (792,375)

Securities

  Taxable

         1,969,012

        2,378,975

       (409,963)

          (755,567)

      (1,114,037)

         358,470

  Non-taxable

           133,012

           152,623

         (19,611)

         (579,849)

         (596,864)

           17,015

Interest-bearing deposits with banks

         (314,539)

         (163,470)

       (151,069)

           346,920

           661,276

       (314,356)

Federal funds sold

          (111,825)

           195,444

       (307,269)

            180,014

           281,895

       (101,881)

          Total interest income

      (1,456,437)

        1,011,195

    (2,467,632)

      (1,656,797)

         (823,670)

       (833,127)

Interest-bearing liabilities

Deposits

      (3,067,260)

             29,469

    (3,096,729)

      (1,271,541)

         (561,140)

       (710,401)

Short-term borrowings

           (65,796)

           (46,524)

         (19,272)

         (433,134)

         (338,504)

         (94,630)

Long-term borrowings

           991,606

           932,678

           58,928

         (284,274)

           288,038

       (572,312)

          Total interest expense

      (2,141,450)

           915,623

    (3,057,073)

      (1,988,949)

         (611,606)

    (1,377,343)

Net interest income

      $   685,013

        $   95,572

     $  589,441

      $   332,152

      $ (212,064)

     $  544,216

Allowance for Loan Losses

The provision for loan losses is the amount added to the allowance against which actual loan losses are charged. The amount of the provision is determined by management through an evaluation of the size and quality of the loan portfolio, economic conditions, concentrations of credit, recent loan loss trends, delinquencies and other risks inherent within the loan portfolio.

The amount of the provision was $298,030 in 2002, $540,350 in 2001 and $1,176,000 in 2000. For each of the same years the net charge-off against the allowance for loan losses was $405,161, $462,608 and $358,741, respectively. The lower 2002 provision was the result of lower outstanding loan balances and reduced credit risk in the loan portfolio.

On December 31, 2002, the ratio of allowance for loan to total loans was 1.60% compared to 1.39% at the end of 2001 and 1.32% at the end of 2000. In 2002, the year-end allowance was $2,707,323. The allowance decreased in 2002 by $107,131 from 2001. The reason for this decrease was due to the charge-off of certain non-performing loans during 2002 that were already included in the allowance for loan loss calculation.

Loans that were past due 90 days or more, or were on non-accrual represented 1.79% of total loans on December 31, 2002, 1.32% on December 31, 2001 and 0.39% on December 31, 2000. The Corporation’s policy is to place a loan on non-accrual basis when it becomes 90 days past due provided that the loan is well collateralized and evidence indicates a reasonable likelihood for collection. Also, a loan is placed on non-accrual in the event of a material decline in business activity that may hinder the borrower’s ability to repay the loan.

The table below provides an analysis of the allowance for loan losses for the five

years ended December 31, 2002:

                                                                                                                 December 31,

2002

2001

2000

1999

1998

Loans outstanding at beginning of year,

        net of unearned income

$202,335,164

$207,956,789

$204,839,335

$192,115,160

$183,481,157

  Average loans outstanding

$187,428,175

$206,680,783

$207,343,068

$194,664,755

$186,418,665

Allowance for loan losses:

Balance, beginning of year

  $  2,814,454

  $  2,736,712

  $ 1,919,453

$  1,914,174

$  1,882,251

Loans charged off:

Commercial and Tax Free

         179,801

           89,507

          70,342

    2,678,266

          24,306

Consumer

           30,972

           55,476

        232,915

       616,786

        377,353

Real estate

          238,468

          354,724

          92,019

         12,971

           11,208

Total loans charged off

         449,241

         499,707

        395,276

    3,308,023

        412,867

Recoveries:

Commercial and Tax Free

           16,634

             3,347

            2,000

                   -

               300

Consumer

           24,255

           29,234

          34,045

         23,596

            9,490

Real estate

             3,191

             4,518

               490

                   -

                    -

Total recoveries

           44,080

           37,099

          36,535

         23,596

            9,790

Net loans charged off

         405,161

         462,608

        358,741

    3,284,427

        403,077

Provision charged to expense

         298,030

         540,350

     1,176,000

    3,289,706

        435,000

Balance, end of year

$   2,707,323

$   2,814,454

  $ 2,736,712

$ 1,919,453

  $ 1,914,174

Ratios:

Net charge-offs as a percentage

        of average loans outstanding

              ..22%

              ..22%

             ..17%

          1.69%

.22%

Allowance for  loan losses

        as a percentage of average loans

        outstanding

            1.44%

            1.36%

           1.32%

            ..99%

1.03%

                                                                      

Management review and evaluation of loan loss experience and loan loss potential on outstanding loans occurs on a quarterly basis and is considered in conjunction with current economic conditions and the current requirements of the appropriate regulatory agencies. Due to the recent decline in the general economy, management expects loan loss trends to be consistent with the three most recent years. 

As a result of this on-going study, management believes that the reserve amount shown for December 31, 2002 is adequate to offset the losses which may exist as a result of under collateralization or uncollectibility.

Management maintains an allowance for loan losses that it considers adequate based on the evaluation process that it performs on a quarterly basis. As part of this process, management considers it appropriate to maintain a portion of the allowance that is based on credit quality trends, loan volume, current economic trends and other uncertainties. This portion of the allowance for loan losses is reflected as the unallocated portion in the table below that indicates the distribution of the allowance as of the end of each of the last five years.

2002

2001

2000

1999

1998

Percent

Percent

Percent

Percent

Percent

Amount

Of Loan

Amount

Of Loan

Amount

Of Loan

Amount

Of Loan

Amount

Of Loan

Type

Type

Type

Type

Type

Commercial

$2,422,094

13

$2,563,880

15

$1,894,444

16

$     396,833

13

$   455,375

13

Real Estate

63,405

84

62,886

83

194,446

81

65,378

80

29,290

78

Consumer

27,081

1

31,252

1

234,979

2

1,069,275

2

912,703

3

Unallocated

194,743

2

156,436

1

412,843

1

387,967

5

516,806

6

       Total

$2,707,323

$2,814,454

$2,736,712

$ 1,919,453

$1,914,174


Other Operating Income and Expense

Total other operating income for 2002 of $3,175,287 increased by $620,450 from the $2,554,837 earned in 2001. The increase included a gain of $469,782 from the sale of one of the Bank’s branch offices. This branch, located in Murrysville, Pennsylvania, failed to reach management’s performance expectations and was no longer part of the geographic scope of the Corporation’s long-range plan. Income from investment in life insurance increased from $176,750 to $474,286. This increase is related to higher BOLI income associated with an additional investment of $5,000,000 during 2002 and a full year of income from the $5,000,000 BOLI investment made in 2001. Asset management and trust income during 2002 was $475,115, which represents an increase of 3.99% over 2001. Service charges on deposit accounts declined $41,192 to $737,426 for 2002. Lower fees collected from overdrawn accounts contributed to this revenue decrease. Other service charges and fees decreased by $59,008 in 2002 from 2001’s level of $750,248. Reasons for this decrease were lower volumes of fees and commissions collected from various loan and deposit product offerings by the Corporation.

Total other operating income for 2001 of $2,554,837 increased by $250,373 from the $2,304,464 earned in 2000. Increases in trust fees, service charges on deposit accounts and fee income offset a decrease of $651,950 in other income from 2001 to 2000. This decrease in other income during 2001 was the result of $822,875 received by the Bank for the sale of its credit-card loan portfolio in 2000. As a result of this premium, the Corporation repositioned the investment portfolio and incurred a loss of $691,700 in securities sold to take advantage of higher yields that were available in the bond market at that time.

Total other operating expense increased $934,822 to $11,028,124 for 2002 compared to $10,093,302 in 2001. Personnel expense, accounting for more than 50% of total non-interest expense, increased only 2.95% or $162,358 in 2002. Net occupancy expense increased by a modest $21,195. Furniture and equipment expense remained relatively unchanged when compared to 2001. Pennsylvania shares tax increased $39,811. Other expense increased by $692,811 to $3,240,638. An increase of $208,227 was attributable to advertising, ATM/debit card, stationary and printing and employee training expenses during 2002. This expense increase is associated with the cost of doing business. Branch amortization expense of $39,005 is related to the acquisition of the Norwin branch. Other real estate expense increased $66,196 due to more properties acquired by the Corporation through foreclosure. Legal costs increased $238,495. This increase is mainly due to the work involved with the branch acquisition, branch divestiture, insurance agency acquisition and the continued collection efforts relating to a previously charged-off loan.

Total other operating expense increased $664,733 to $10,093,302 for 2001 compared to $9,428,569 in 2000. Personnel expense increased 7.62% or $389,292 in 2001. Annual salary and hospitalization increases along with higher incentive compensation payouts were the main contributors to this increase. Net occupancy expense increased by a modest $14,292. Pennsylvania shares tax increased $34,769 over 2000 while other operating expense increased $393,111. Increases in advertising, professional fees and automated teller expense were the primary reasons for the 15.99% rise in other operating expense. Furniture and equipment expense declined $166,731 as the Bank’s core operating software became fully depreciated in mid-2001.

Income tax expense was $1,872,970 in 2002, $1,699,302 in 2001 and $1,419,270 in 2000. The effective tax rate in those years were 25.95%, 25.73% and 23.46%, respectively.

Liquidity

Liquidity measurements attempt to evaluate the Corporation’s ability to meet the cash-flow needs of its depositors and borrowers. The most desirable source of liquidity is deposit growth. Additional liquidity is provided by the maturity of investments in loans and securities and the principal and interest received from those earning assets. Another source of liquidity is represented by the Corporation’s ability to sell both loans and available-for-sale securities. The Bank is a member of the Federal Home Loan Bank (FHLB) system. The FHLB provides an additional source for liquidity for long- and short-term funding. Additional sources of funding from financial institutions have been established for short-term funding.

On December 31, 2002, total deposits were $15,038,437 greater than on December 31, 2001. Interest-bearing deposits increased $11,625,061 in 2002 while demand deposits increased an additional $3,413,376.

The amortized cost of the Corporation’s securities portfolio was $137,330,664 on December 31, 2002. On that same date, the estimated market value of the entire securities portfolio was $144,726,216 which was higher than amortized cost by $7,395,552 and represented the net of $7,404,569 gross unrealized gains less $9,017 gross unrealized losses.

As of December 31, 2002, the Corporation had available funding of approximately $152,022,000 at the FHLB with an additional $30,000,000 of short-term funding available through federal funds lines of credit.

During January 2003, the Corporation settled on $20,000,000 of a Federal National Mortgage Association 15 year mortgage pass-through security. The Corporation committed to this purchase on October 23, 2002 with a forward settlement set for January 21, 2003.

The following table presents average deposits by type and the average interest rates paid during the years 2002, 2001 and 2000:

2002

2001

2000

                                                  

Average

Average

Average

Average

Average

Average

Balance

Rate Paid

Balance

Rate Paid

Balance

Rate Paid

Non-interest bearing demand

  $48,578,937

          - %

  $47,411,930

          - %

$ 45,127,383

          - %

Interest bearing demand

    22,952,368

        ..43

    20,480,266

        ..68

   20,552,997

      .68

Money market

    46,793,084

      1.53

    38,499,568

      3.00

   43,301,728

    3.53

Savings

    55,369,002

      1.45

    46,002,576

      2.39

   45,405,821

    2.54

Time

     89,490,280

      3.78

  108,841,052

      5.21

118,235,702

    5.51

        Total

$263,183,671

      1.90%

$261,235,392

      3.09%

$272,623,631

    3.42%

Time deposits of $100,000 or more at December 31, 2002, 2001 and 2000 are as follows:

December 31,

2002

2001

2000

                                                        

Amount

Percent

Amount

Percent

Amount

Percent

Remaining maturity:

3 months or less

$ 7,139,752

        33%

$11,117,163

        60%

$19,910,828

      59%

Over 3 through 6 months

    1,592,235

           7

    3,083,318

        16

    2,999,206

        9

Over 6 months through 12 months

    1,192,833

           5

    2,190,147

        12

    7,145,067

      21

Over 12 months

  11,887,398

        55

    2,156,589

        12

    3,920,347

      11

        Total

$ 21,812,218

      100%

$ 18,547,217

      100%

$33,975,448

    100%


The following tables present a five-year summary of loan classifications and the maturity distribution of securities on December 31, 2002

Loans by Classification on December 31,

                                                   

2002

2001

2000

1999

1998

                                                                                  Cent                                         Amount                                         Cent                                         Amount                                         Cent                                         Amount                                         Cent                                         Amount                                         Cent

Commercial

$12,725,196

      7%

$17,251,180

      9%

$ 25,802,529

   12%

$ 23,069,385

   11%

$ 20,893,911

   11%

Real estate – commercial

  54,618,271

    32

  71,699,119

    35

    66,051,811

    32

    59,386,543

    29

    52,165,384

    27

Real estate - construction

      976,013

     1

   1,629,135

     1

     2,380,737

     1

     4,275,988

     2

     2,754,964

     1

Real estate – other

  86,047,629

    51

  95,795,479

    47

  100,347,143

    48

    99,769,594

    49

    96,210,304

    50

Consumer - installment

  1,921,932

      1

  2,486,375

      1

    3,433,993

      2

    4,396,065

      2

    5,388,246

      3

Municipal

  10,078,489

      6

  10,989,898

      6

      7,114,306

      4

      4,290,289

      2

      3,757,563

      2

Other

    2,634,696

      2

    2,555,164

      1

      2,891,746

      1

      9,771,934

      5

    11,068,877

      6

Total loans

169,002,226

100%

202,406,350

100%

  208,022,265

100%

  204,959,798

100%

  192,239,249

100%

Unearned  income

         27,999

       (71,186)

         (65,476)

       (120,463)

       (124,089)

Total loans, net of

  unearned income

$169,030,225

$202,335,164

$207,956,789

$204,839,335

$192,115,160

Maturity Distribution of Securities on December 31, 2002

U.S. Treasury

State &

Total

Weighted

& other U.S. Govt.

Political

Other

Amortized

Average

Agencies & Corp.

Subdivisions (1)

Securities

Cost

Yield

                                              

Within 1 year

$       999,302

$                -

$              -

$       999,302

7.07

After 1 but within 5 years

9,756,513

5,920,451

-

15,676,964

3.34

After 5 but within 10 years

-

3,506,310

-

3,506,310

7.02

After 10 years

100,310,248

16,746,630

-

117,056,878

7.34

Equity securities and

Restricted bank stock

                   -

                 -

3,709,410

3,709,410

3.55

$111,066,063

$26,173,391

$3,709,410

$140,948,864

6.79%

(1) Yield on tax-exempt obligations has been computed on a fully

                tax-equivalent basis (using statutory federal income tax rate of 34%)

Included in U.S. Treasury & other U.S. Government Agencies are mortgage-backed securities. These securities carry an amortized value of $100,310,249 and mature based upon their estimated contractual maturities. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay with or without prepayment penalties.

Interest Sensitivity

One of the desired goals of interest-sensitivity management is to achieve an appropriate balance between stable income growth and the risks inherent in achieving that growth through managed maturity imbalances between interest-earning assets and interest-bearing liabilities. These relationships are generally so complex that exact measurement of the impact of interest rate changes is virtually impossible. However, an indication of an institution’s vulnerability to such changes can be roughly gauged through the measurement and analysis of the so-called “gap” or the difference between the dollar volumes of interest-sensitive assets and interest-sensitive liabilities scheduled to reprice over a variety of time periods.

An asset or liability is considered to be sensitive if the interest rate it earns or pays is set to change within a certain time period. When the amount of the interest-sensitive assets is greater than the interest-sensitive liabilities, the gap is labeled positive and the institution’s interest rate spread will widen and earnings will respond favorably to a general rise in interest rates. The opposite relationship produces a negative gap and the interest rate spread will increase and earnings will show a favorable response in a declining rate environment.

The following table lists the amounts and ratio of assets and liabilities subject to change as of December 31, 2002.

 

Interest Sensitivity Analysis (In Thousands)

 

 

 

 

 

0-30 Days

31-90 Days

91-180 Days

181-365 Days

1-5 Years

Over 5 Years

Interest-earning assets:

Securities

$

         6,746

$

       11,494

$

                                                                         16,152

$

         32,304

$

        57,822

$

          12,721

Federal funds sold &

  other deposits with banks

       35,284

                -

                                                                                   -

                  -

                  -

-

Loans

        22,893

         3,671

                                                                             4,562

           8,868

        76,583

          49,595

Total interest-sensitive

Assets

       64,923

        15,165

                                                                          20,714

         41,172

      134,405

           62,316

Interest-bearing liabilities:

Certificates of deposit

         6,443

       16,058

                                                                         15,366

         14,799

        21,448

          17,629

Other interest-bearing liabilities

                 -

         5,119

                                                                           5,119

           7,449

        48,317

          60,923

Other term borrowings

                 -

-

                -

                                                                                    -

                  -

        30,000

          25,000

Total interest-sensitive

  Liabilities

         6,443

        21,177

                                                                          20,485

          22,248

 

         99,765

        103,552

Interest sensitivity gap

$

       58,480

$

        (6,012)

$

                                                                               229

$

          18,924

$

         34,640

$

         (41,236)

Cumulative gap

$

       58,480

$

       52,468

$

                                                                          52,697

$

         71,621

$

       106,261

$

          65,025

Ratio of cumulative gap to

earning assets

      16.72%

       15.00%

                                                                          15.07%

        20.48%

          30.39%

           18.59%

Market Risk


The Corporation’s interest rate risk management is the responsibility of the Asset/Liability Management Committee, which reports to the Board of Directors. This committee establishes policies that monitor and coordinate the Corporation’s sources, uses and pricing of funds. The committee is also involved with management in the Corporation’s planning and budgeting process.

The Corporation regularly reviews its exposure to changes in interest rates. Among the factors considered are changes in the mix of earning assets and interest-bearing liabilities, interest rate spreads and repricing periods. Typically, the committee reviews on at least a quarterly basis the Bank’s relative ratio of rate sensitive assets to rate sensitive liabilities and the related cumulative gap for different time periods. Additionally, the committee and management utilize a simulation model in assessing the Corporation’s interest rate sensitivity.

This simulation modeling process projects a baseline net interest income (assuming no changes in interest rate levels) and estimates changes to that baseline net interest income resulting from changes in interest rate levels. The Corporation utilizes the results of this model in evaluating its interest rate risk. This model incorporates a number of additional factors. These factors include: (1) the expected exercise of call features on various assets and liabilities, (2) the expected rates at which various rate sensitive assets and liabilities will reprice, (3) the expected relative movements in different interest rate indexes that are used as the basis for pricing or repricing various assets and liabilities, (4) expected changes in administered rates on interest-bearing transaction, savings, money market and time deposit accounts and the expected impact of competition on the pricing or repricing of such accounts and (5) other factors. Inclusion of these factors in the model is intended to more accurately project the Corporation’s changes in net interest income resulting from an immediate and sustained parallel shift in interest rates of up 100 basis points (bps), up 200 bps, down 100 bps and down 200 bps. While the Corporation believes this model provides a useful projection of its interest rate risk, the model includes a number of assumptions and predictions that may or may not be accurate. These assumptions and predictions include inputs to compute baseline net interest income, growth rates, competition and a variety of other factors that are difficult to accurately predict. Accordingly, there can be no assurance the simulation model will reflect future results.

The following table presents the simulation model's projected impact of an immediate and sustained parallel shift in interest rates on the projected baseline net interest income for a twelve-month period commencing January 1, 2003.

$ Change in Projected

% Change in Projected

Change in Interest

Baseline

Baseline

Rates

Net Interest Income

Net Interest Income

(dollar amounts in thousands)

+200 basis points

      $   2,516

  17.9%

+100 basis points

      $   1,540

  10.9%

-100 basis points

      $  (1,573)

(11.2%)

-200 basis points

      $  (2,807)

(20.0%)

In the event of a shift in interest rates, management may take certain actions intended to mitigate the negative impact to net interest income or to maximize the positive impact to net interest income. These actions may include, but are not limited to, restructuring of earning assets and interest-bearing liabilities, seeking alternative funding sources or investment opportunities and modifying the pricing or terms of loans and deposits.

Final loan maturities excluding consumer installment and mortgage loans and before unearned income at December 31, 2002:  (in thousands)

Within

One-Five

After

 

One Year

Years

Five Years

Total

 

 

Commercial and Industrial

$  4,286

  $ 6,449

  $    892

$ 11,627

Real estate-construction

      976

        -

         -

     976

Other

    3,038

*

       1,182

     8,493

  12,713

   Totals

  $ 8,300

  $  7,631

  $  9,385

$ 25,316

Loans at fixed interest rates

 

  $  5,852

  $  9,385

$ 15,237

Loans at variable interest rates

     1,779

          -

   1,779

  $  7,631

  $  9,385

$ 17,016

*Includes $1.5 million Pennsylvania Higher Education Assistance Agency loans with no fixed maturity date.


Credit Review

Maintaining a high quality loan portfolio is of great importance to the Corporation. The Corporation manages the risk characteristics of the loan portfolio through the use of prudent lending policies and procedures and monitors risk through a periodic review process provided by internal auditors, regulatory authorities and internal loan review procedures. These reviews include the analysis of credit quality, diversification of industry, compliance to policies and procedures, and an analysis of current economic conditions. In addition to these reviews, the Corporation annually has commercial loan reviews performed by a third party specializing in this area.

The Corporation’s credit culture fosters and actively supports the extension of credit on sound, fundamental lending policies. The purpose of each credit is to be logical, legal, constructive and acceptable within policy guidelines. Credit is only to be granted to reputable borrowers and only when supported by acceptable and reliable financial information.

The allowance for loan losses is a valuation reserve that is intended to account for credit losses, which may be expected in the Corporation’s loan portfolio as a result of the credit risk involved in the normal granting of credit. Adequate management of the allowance is an integral part of the credit risk management process. The risks directly associated with the maintenance of the allowance are compliance risk and reputation risk. The Corporation will maintain an adequate allowance in anticipation of losses reflected as of the evaluation date. Management is cognizant of the subjective nature of decisions regarding loan portfolio factors and the variability over time of internal and external factors affecting portfolio quality, and realizes that an effective asset review system is essential to establishing the basis for an adequate allowance. To improve the accuracy of determining the allowance, management will continuously monitor all factors and current conditions that may affect loss recognition.

For analytical purposes, the following table sets forth an allocation of the allowance for loan losses on December 31, 2002 and December 31, 2001 according to the categories indicated:

Allocation of the Allowance for Loan Losses

(dollar amounts in thousands)

2002

2001

Commercial and Tax Free

    $2,422

   $2,564

Residential Mortgages

     63

        63                                 

Consumer Loans

     27

        31

Unallocated

   195

      156

   Total

   $2,707

    $2,814

Allowance as a percentage of average

  total loans

    1.44%

    1.36%


The following table details, for each of the most recent five years, the year end amounts which were accounted for on a non-accrual basis or were past due 90 days or more:

Dec. 31, 2002

    Loans on non-accrual basis

$ 2,679,355

    Loans past due 90 days or more

2,966

    Renegotiated loans

          -

    Total

$ 2,682,321

Dec. 31, 2001

    Loans on non-accrual basis

$ 2,492,432

    Loans past due 90 days or more

122,966

    Renegotiated loans

     59,854

    Total

$ 2,675,252

Dec. 31, 2000

    Loans on non-accrual basis

$   358,429

    Loans past due 90 days or more

207,834

    Renegotiated loans

    170,572

    Total

$   736,835

Dec. 31, 1999

    Loans on non-accrual basis

$   517,644

    Loans past due 90 days or more

187,259

    Renegotiated loans

    493,215

    Total

$ 1,198,118

Dec. 31, 1998

    Loans on non-accrual basis

$    95,032

    Loans past due 90 days or more

320,438

    Renegotiated loans

    572,352

    Total

$   987,822

Non-accrual loans remained relatively unchanged during 2002 due to the general economic slowdown. As of December 31, 2002, $1,205,374 of the non-accrual loans were current with interest and principal payments recognized on a cash basis only.

At present no other outstanding loans present a serious doubt in regard to the borrower's ability to comply with the current loan repayment terms. As of December 31, 2002 the Corporation had $344,048 in other real estate owned.

Effect of non-accrual loans on interest income during 2002 is as follows:

      

Non-accrual

Loans

Gross amount of interest that would have

      Been recorded at original rates

$158,725

Less: Interest that was reflected in income

  27,562

Net reduction to interest income

$131,163


Capital Resources

Shareholders’ equity increased $5,234,205 during 2002 and was $51,204,502 on December 31, 2002 compared to $45,970,297 on December 31, 2001. Net unrealized gains on securities available for sale on December 31, 2002 temporarily increased shareholders’ equity by $4,881,065. This component will fluctuate given the timing of investment purchases versus the current interest rate environment.

The shareholders’ equity or the capital base represents the investment by the Corporation’s owners either initially or through retention of earnings (net after income tax less dividend payments). This investment acts as a safeguard against future uncertainties. The amount of capital which is deemed appropriate is dependent upon an assessment of the corporation’s total assets, the quality of its loans and securities, its historical earnings record, its business prospects for the near and long term, the management and information systems in place and the general competence and abilities of the corporation’s management.

On December 31, 2002, the Corporation’s capital (not including the allowance for loan losses) amounted to $51,204,502 or 13.46% of total assets. The inclusion of the allowance increases the capital ratio to 14.17%. On the same basis of calculation, these ratios were 13.40% and 14.22% respectively on December 31, 2001.

The Federal Reserve Board’s risk-based capital adequacy standards are designed principally as a measure of credit risk. These standards require that (1) at least 50% of total capital must be common and certain other “core” equity capital (“Tier I Capital”); (2) assets and off-balance sheet items must be weighted according to risk; (3) the total capital to risk-weighted asset ratio must be at least 8%; and (4) a minimum 4% leverage ratio of Tier I Capital to average total assets must be maintained.

As of December 31, 2002, the Corporation had Tier I and total equity capital to risk adjusted asset ratios of 23.95% and 25.21%, respectively. In 2002, the leverage ratio was 12.06%. At December 31, 2001, the Corporation had Tier I and total equity capital to risk adjusted assets ratios of 22.36% and 23.61%, respectively.

       The table below presents the Corporation’s capital position on December 31, 2002

(dollar amounts in thousands)

                                                                      

Percent

of Adjusted

Amount

Assets

      Tier I Capital

     44,539

     23.95

      Tier I Capital Requirement

      7,438

      4.00

      Total Equity Capital

     46,868

     25.21

      Risk-Based Requirement

     14,875

      8.00

      Leverage Capital

     44,539

     12.06

      Leverage Requirement

     14,926

      4.00


Inflation and Changing Prices

Inflation can have significance to a banking institution because of its implication for the interest rate environment and its influence on personnel expenses and the costs of supplies and materials needed for day to day operations. Because such a large portion of the Corporation’s assets and liabilities are represented by monetary investments, inflationary impact tends to be dampened except for the dislocation caused by maturity variances. Management efforts to gauge and control these variables have been discussed earlier under Interest Sensitivity. The inflationary effect on non-interest expenses is monitored closely by management and consistent attention is given to controlling these cost areas in an attempt to limit their increase to levels which are lower than the rate of asset growth.

Certain interest rate movements will continue to influence ongoing earnings levels. Even though the exact impact of these factors cannot be predicted, the Corporation believes that given its financial strength and stability, it will be able to meet these situations in a positive manner.


CORPORATE OFFICERS

Louis A. Steiner

Chairman of the Board

Louis T. Steiner

Vice Chairman, President and Chief Executive Officer

Gregg E. Hunter

Vice Chairman and Chief Financial Officer

Wendy S. Schmucker

Vice President and Secretary/Treasurer

Ryan M. Glista

Vice President and Comptroller

Susan F. Robb

Assistant Vice President and Assistant Secretary/Treasurer

CORPORATE DIRECTORS

                                                                                 

John T. Babilya

Frank E. Jobe

Debra L. Spatola

President, Arc Weld Inc.

Retired, former Executive

President,

Vice President, Commercial

Laurel Valley Foods, Inc.

National Bank of Pennsylvania

George A. Conti, Jr.

Roy M. Landers

Louis A. Steiner

Attorney at Law

Retired, former Executive Vice

Vice Chairman, 

President R & L Development Co.

Commercial National Bank of

Pennsylvania

Richmond H. Ferguson

John C. McClatchey

Louis T. Steiner

Attorney at Law

Retired, former Chief Executive

Chairman, President and Chief

Ferguson Law Associates

Officer, JCM Industries

Executive Officer, Commercial

National Bank of Pennsylvania

Dorothy S. Hunter

Joseph A. Mosso

George V. Welty

Vice President, Latrobe

Retired, former President

Attorney at Law

Foundry Machine & Supply Co.

Mosso’s Pharmacy, Inc.

Gregg E. Hunter

Joedda M. Sampson

C. Edward Wible

Vice Chairman and Chief

President and Principal Owner,

Certified Public Accountant

Financial Officer, Commercial

Allegheny City Restorations, Inc.

Horner Wible Kisiel Zimmerman PC

National Bank of Pennsylvania

Certified Public Accountants

 

All corporate directors also serve as directors of

 

Commercial National Bank of Pennsylvania and

 

Commercial National Insurance Services

 

 

Directors Emeriti

 

 

James A. Charley

William M. Charley

William W. Washnock

 


BUSINESS LOCATIONS

Corporate Headquarters

Latrobe

Norwin

900 Ligonier Street

900 Ligonier Street

8775 Norwin Avenue

P.O. Box 429

P.O. Box 429

North Huntingdon, PA 15642

Latrobe, PA 15650

Latrobe, PA 15650

724/864-7536

724/539-3501

724/537-9963

724/864-7531 (Fax)

724/532-2973 (Fax)

724/539-0816 (Fax)

Asset Management and Trust

Lawson Heights

Pleasant Unity

Division

Route 981 at Terry Way

Routes 981 and 130

19 North Main Street

P.O. Box 429

P.O. Box 503

Greensburg, PA 15601

Latrobe, PA 15650

Pleasant Unity, PA 15676

724/836-7670

724/539-9774

724/423-5222

724/836-7675 (Fax)

724/539-3523 (Fax)

724/423-1155 (Fax)

                              

Courthouse Square

Ligonier

West Newton

19 North Main Street

201 West Main Street

109 East Main Street

Greensburg, PA 15601

P.O. Box 528

P.O. Box 219

724/836-7699

Ligonier, PA 15658

West Newton, PA 15089

724/836-7675 (Fax)

724/238-9538

724/872-5100

724/238-9530 (Fax)

724/872-5143 (Fax)

Eastgate

Lincoln Road

Georges Station Road

Lincoln Road Shopping Center

P.O. Box 3206

P.O. Box 429

Greensburg, PA 15601

Latrobe, PA 15650

724/836-7600

724/537-9980

724/836-7604 (Fax)

724/537-9982 (Fax)

In addition to the full-service MAC machines located at all Commercial National Bank community offices indicated above (except Latrobe and Courthouse Square),

additional ATMs are available for your 24-hour banking convenience at Arnold Palmer Regional Airport, Latrobe Area Hospital, Norvelt Open Pantry, Saint Vincent College and the University of Pittsburgh at Greensburg. All are linked to the national Cirrus, Honor, Plus and Star networks and also accept MasterCard, Visa, Discover and American Express for cash advances.

Touch Tone Teller 24-hour banking service

Website

724/537-9977

Further information on

FREE from Blairsville, Derry

Commercial National Bank

Greensburg, Kecksburg, Latrobe

of Pennsylvania is

Ligonier and New Alexandria.

available on the World

1-800-803-BANK

Wide Web at:

FREE from all other locations.

www.cnbthebank.com.

Insurance

Commercial National Insurance Services, Inc./

Gooder Agency, Inc.

232 North Market Street

Ligonier, PA 15658

727/238-4617

877/205-4617 (toll free)

724/238-0160 (fax)

cnisinfo@cnbinsurance.com

www.cnbinsurance.com


SUBSIDIARIES

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS OF COMMERCIAL NATIONAL BANK OF PENNSYLVANIA:

Chairman/President/Chief Executive Officer            

Louis T. Steiner

Vice Chairman

Louis A. Steiner

Vice Chairman/Chief Financial Officer                 

Gregg E. Hunter

Executive Vice President/Chief Operating Officer

Gerard R. Kunic

EXECUTIVE OFFICERS OF COMMERCIAL NATIONAL INSURANCE SERVICES, INC.:

Chairman/President/Chief Executive Officer

Louis T. Steiner

Vice Chairman

Louis A. Steiner

Vice Chairman/Chief Financial Officer

Gregg E. Hunter

Executive Vice President/Chief Operating Officer

Stephen R. Gooder


Market Makers

The following firms have committed to make a market in the stock of Commercial National Financial Corporation. Inquiries concerning their services should be directed to:

Ferris Baker Watts

M. H. Meyerson & Co.

100 Light Street

525 Washington Blvd

Baltimore, MD 21202

34th Floor

800-638-7411

Jersey City, NJ 07303

800-333-3113

F.J. Morrissey & Company, Inc.

Ryan, Beck & Co.

Suite 420

80 Main Street

1700 Market Street

West Orange, NJ 07052

Philadelphia, PA 19103-3913

973-597-6020

800-842-8928

Knight Securities

Goldman, Sachs & Co.

525 Washington Boulevard

85 Broad Street

Jersey City, NJ 07310

New York, NY 10004

201-222-9400

800-221-5320

Transfer Agent

Should you need assistance regarding changes in the registration of certificates or in reporting lost certificates please contact:

Commercial National Financial Corporation

Stock Transfer Department

P.O. Box 429

Latrobe, PA 15650

(724)537-9923

(724)539-1137 (fax)

Form 10-K

The Corporation will provide without charge to any shareholder a copy of its 2002 Annual Report on Form 10-K as required to be filed with the Securities and Exchange Commission. Requests should be made in writing to:

Commercial National Financial Corporation

P.O. Box 429

Latrobe, PA 15650