ConnectOne Bancorp, Inc. - Quarter Report: 2013 September (Form 10-Q)

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2013

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-11486

CENTER BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey	52-1273725
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

2455 Morris Avenue

Union, New Jersey 07083-0007

(Address of Principal Executive Offices) (Zip Code)

(908) 688-9500

(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer ¨

Accelerated filer x

Non-accelerated filer ¨

(Do not check if smaller

reporting company)

Smaller reporting company ¨

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

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

Common Stock, no par value:	16,369,012 shares
(Title of Class)	(Outstanding as of November 6, 2013)

Table of Contents

		Page

PART I – FINANCIAL INFORMATION		3

Item 1.	Financial Statements
	Consolidated Statements of Condition at September 30, 2013 (unaudited) and December 31, 2012	4
	Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2012 (unaudited)	5
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012 (unaudited)	6
	Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2013 and 2012 (unaudited)	7
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (unaudited)	8
	Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3.	Qualitative and Quantitative Disclosures about Market Risks	59

Item 4.	Controls and Procedures	60

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	60

Item 6.	Exhibits	61

SIGNATURES		62

	2

PART I – FINANCIAL INFORMATION

The following unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and, accordingly, do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2013, or for any other interim period. The Center Bancorp, Inc. 2012 Annual Report on Form 10-K, should be read in conjunction with these financial statements.

	3

Item 1. Financial Statements

CENTER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION

( in thousands, except for share and per share data)	September 30, 2013		December 31, 2012
	(Unaudited)
ASSETS
Cash and due from banks	$	33,557	$	104,134
Interest bearing deposits with banks		—		2,004
Total cash and cash equivalents		33,557		106,138
Investment securities:
Available-for-sale		413,147		496,815
Held-to-maturity (fair value of $152,008 and $62,431)		153,486		58,064
Loans held-for-sale		101		1,491
Loans		957,492		889,672
Less: Allowance for loan losses		10,194		10,237
Net loans		947,298		879,435
Restricted investment in bank stocks, at cost		8,986		8,964
Premises and equipment, net		13,472		13,563
Accrued interest receivable		6,570		6,849
Bank-owned life insurance		35,474		34,961
Goodwill and other intangible assets		16,833		16,858
Prepaid FDIC assessments		—		811
Other real estate owned		220		1,300
Due from brokers for investment securities		2,983		—
Other assets		12,289		4,516
Total assets	$	1,644,416	$	1,629,765

LIABILITIES
Deposits:
Non-interest bearing	$	238,214	$	215,071
Interest-bearing:
Time deposits $100 and over		104,398		110,835
Interest-bearing transaction, savings and time deposits less than $100		971,705		981,016
Total deposits		1,314,317		1,306,922
Long-term borrowings		146,000		146,000
Subordinated debentures		5,155		5,155
Accounts payable and accrued liabilities		13,806		10,997
Total liabilities		1,479,278		1,469,074

STOCKHOLDERS’ EQUITY
Preferred stock, $1,000 liquidation value per share, authorized 5,000,000 shares; issued and outstanding 11,250 shares of Series B preferred stock at September 30, 2013 and December 31, 2012; total liquidation value of $11,250 at September 30, 2013 and December 31, 2012		11,250		11,250
Common stock, no par value, authorized 25,000,000 shares; issued 18,477,412 shares at September 30, 2013 and December 31, 2012; outstanding 16,369,012 shares at September 30, 2013 and 16,347,915 shares at December 31, 2012		110,056		110,056
Additional paid-in capital		4,952		4,801
Retained earnings		58,191		46,753
Treasury stock, at cost (2,108,400 common shares at September 30, 2013 and 2,129,497 common shares at December 31, 2012)		(17,078)		(17,232)
Accumulated other comprehensive (loss) income		(2,233)		5,063
Total stockholders’ equity		165,138		160,691
Total liabilities and stockholders’ equity	$	1,644,416	$	1,629,765

See accompanying notes to unaudited consolidated financial statements.

	4

CENTER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except for share and per share data)	2013		2012		2013		2012

Interest income
Interest and fees on loans	$	10,148	$	10,039	$	29,963	$	28,838
Interest and dividends on investment securities:
Taxable		3,116		3,047		8,973		9,247
Tax-exempt		1,151		892		3,308		2,491
Dividends		126		137		378		426
Interest on federal funds sold and other short-term investment		—		3		2		7
Total interest income		14,541		14,118		42,624		41,009
Interest expense
Interest on certificates of deposit $100 or more		206		203		665		637
Interest on other deposits		1,124		1,124		3,232		3,406
Interest on borrowings		1,489		1,608		4,407		4,892
Total interest expense		2,819		2,935		8,304		8,935
Net interest income		11,722		11,183		34,320		32,074
Provision for loan losses		—		225		—		225
Net interest income after provision for loan losses		11,722		10,958		34,320		31,849
Other income
Service charges, commissions and fees		483		459		1,340		1,326
Annuities and insurance commissions		92		45		338		137
Bank-owned life insurance		265		239		1,104		736
Loan related fees		297		89		550		291
Net gains on sale of loans held for sale		26		84		255		313
Bargain gain on acquisition		—		899		—		899
Other		37		57		246		279
Other-than-temporary impairment losses on investment securities		—		(134)		(24)		(332)
Net gains on sale of investment securities		343		897		1,286		2,545
Net investment securities gains		343		763		1,262		2,213
Total other income		1,543		2,635		5,095		6,194
Other expense
Salaries and employee benefits		3,247		3,193		10,072		9,366
Occupancy and equipment		839		739		2,556		2,045
FDIC insurance		283		292		804		861
Professional and consulting		352		277		801		817
Stationery and printing		62		69		225		249
Marketing and advertising		94		64		257		151
Computer expense		362		366		1,058		1,081
Other real estate owned, net		7		65		133		149
Repurchase agreement prepayment and termination fees		—		1,012		—		1,012
Acquisition cost		—		472		—		472
All other		959		958		2,913		2,801
Total other expense		6,205		7,507		18,819		19,004
Income before income tax expense		7,060		6,086		20,596		19,039
Income tax expense		1,966		1,632		5,655		6,001
Net Income		5,094		4,454		14,941		13,038
Preferred stock dividends		28		28		112		253
Net income available to common stockholders	$	5,066	$	4,426	$	14,829	$	12,785

Earnings per common share
Basic	$	0.31	$	0.27	$	0.91	$	0.78
Diluted	$	0.31	$	0.27	$	0.91	$	0.78
Weighted average common shares outstanding
Basic		16,349,480		16,347,088		16,348,875		16,337,724
Diluted		16,385,155		16,362,635		16,380,970		16,346,739
Dividend paid per common share	$	0.075	$	0.055	$	0.185	$	0.115

See accompanying notes to unaudited consolidated financial statements.

	5

CENTER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2013		2012		2013		2012
Net income	$	5,094	$	4,454	$	14,941	$	13,038
Other comprehensive (loss) income, net of tax:
Unrealized gains and losses on securities available-for-sale:
Unrealized holding gains (losses) on available-for-sale securities		383		10,019		(10,771)		19,391
Tax effect		(118)		(3,796)		4,371		(7,259)
Net of tax amount		265		6,223		(6,400)		12,132
Reclassification adjustment of OTTI losses included in net investment securities gains		—		134		24		332
Tax effect included in income tax expense		—		(38)		(6)		(105)
Net of tax amount		—		96		18		227
Reclassification adjustment for net gains arising during the period included in net investment securities gains		(343)		(897)		(1,286)		(2,545)
Tax effect included in income tax expense		96		246		353		802
Net of tax amount		(247)		(651)		(933)		(1,743)
Amortization of unrealized holding (losses) gains on securities transferred from available-for-sale to held-to-maturity included in interest income on investment securities		(42)		(2)		32		4
Tax effect included in income tax expense		15		1		(13)		(1)
Net of tax amount		(27)		(1)		19		3
Total other comprehensive (loss) income		(9)		5,667		(7,296)		10,619
Total comprehensive income	$	5,085	$	10,121	$	7,645	$	23,657

See accompanying notes to unaudited consolidated financial statements.

	6

CENTER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands, except for share and per share data)	Preferred Stock		Common Stock		Additional Paid In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance as of January 1, 2012	$	11,250	$	110,056	$	4,715	$	32,695	$	(17,354)	$	(5,446)	$	135,916
Net income								13,038						13,038
Other comprehensive income, net of tax												10,619		10,619
Dividend on series B preferred stock								(253)						(253)
Issuance cost of common stock								(6)						(6)
Cash dividends declared on common stock ($0.14 per share)								(2,288)						(2,288)
Stock issued for options exercise (14,761 shares)						12				120				132
Stock-based compensation expense						27								27
Balance as of September 30, 2012	$	11,250	$	110,056	$	4,754	$	43,186	$	(17,234)	$	5,173	$	157,185
Balance as of January 1, 2013	$	11,250	$	110,056	$	4,801	$	46,753	$	(17,232)	$	5,063	$	160,691
Net income								14,941						14,941
Other comprehensive loss, net of tax												(7,296)		(7,296)
Dividend on series B preferred stock								(141)						(141)
Issuance cost of common stock								(9)						(9)
Cash dividends declared on common stock ($0.205 per share)								(3,352)						(3,352)
Dividend on restricted stocks declared								(1)						(1)
Issuance of restricted stock awards (18,829 shares)						91				152				243
Stock issued for options exercise (2,268 shares)						19				2				21
Stock-based compensation expense						41								41
Balance as of September 30, 2013	$	11,250	$	110,056	$	4,952	$	58,191	$	(17,078)	$	(2,233)	$	165,138

See accompanying notes to unaudited consolidated financial statements.

	7

CENTER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
(in thousands)	September 30,
	2013		2012
Cash flows from operating activities:
Net income	$	14,941	$	13,038
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of premiums and accretion of discounts on investment securities, net		2,665		3,539
Depreciation and amortization		650		656
Stock-based compensation		41		27
Provision for loan losses		—		225
Net other-than-temporary impairment losses on investment securities		24		332
Gains on sales of investment securities, net		(1,286)		(2,545)
Net loss on sale of other real estate owned		75		9
Loans originated for resale		(14,045)		(14,578)
Proceeds from sale of loans held for sale		15,690		14,871
Gains on sale of loans held for sale		(255)		(313)
Decrease in accrued interest receivable		277		180
Decrease in prepaid FDIC insurance assessments		811		777
Increase in cash surrender value of bank-owned life insurance		(813)		(736)
Life insurance death benefit		(291)		—
Increase in other assets		(3,162)		(2,005)
Increase in other liabilities		2,446		890
Net cash provided by operating activities		17,768		14,367
Cash flows from investing activities:
Investment securities available-for-sale:
Purchases		(137,152)		(184,562)
Sales		90,773		114,583
Maturities, calls and principal repayments		38,634		28,324
Investment securities held-to-maturity:
Purchases		(23,531)		(7,407)
Maturities and principal repayments		3,248		22,685
Net (purchases) redemption of restricted investment in bank stocks		(22)		319
Net increase in loans		(68,099)		(62,418)
Purchases of premises and equipment		(535)		(596)
Proceeds from bank-owned life insurance death benefits		592		500
Proceeds from sale of other real estate owned		1,230		—
Cash and cash equivalent acquired in acquisition		—		6,195
Cash consideration paid in acquisition		—		(10,251)
Net cash used in investing activities		(94,862)		(92,628)
Cash flows from financing activities:
Net increase in deposits		7,395		86,362
Net decrease in short-term borrowings		—		50
Repayment of long-term borrowings		—		(15,000)
Cash dividends on preferred stock		(112)		(391)
Cash dividends on common stock		(3,025)		(1,879)
Issuance of restricted stock awards		243		—
Issuance cost of common stock		(9)		(6)
Proceeds from exercise of stock options		21		132
Net cash provided by financing activities		4,513		69,268
Net decrease in cash and cash equivalents		(72,581)		(8,993)
Cash and cash equivalents at beginning of period		106,138		111,101

Cash and cash equivalents at end of period	$	33,557	$	102,108

Supplemental disclosures of cash flow information:
Cash payments for:
Interest paid on deposits and borrowings	$	8,357	$	9,028
Income taxes	$	2,195	$	5,507
Supplemental disclosures of non-cash investing activities:
Trade date accounting settlements for investments, net	$	2,983	$	—
Transfer of loans to other real estate owned	$	236	$	—
Transfer from investment securities available-for-sale to investment securities held-to-maturity	$	75,694	$	—

See accompanying notes to unaudited consolidated financial statements.

	8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The consolidated financial statements of Center Bancorp, Inc. (the “Parent Corporation”) are prepared on the accrual basis and include the accounts of the Parent Corporation and its wholly-owned subsidiary, Union Center National Bank (the “Bank” and, collectively with the Parent Corporation and the Parent Corporation’s other direct and indirect subsidiaries, the “Corporation”). All significant intercompany accounts and transactions have been eliminated from the accompanying consolidated financial statements.

In preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of condition and that affect the results of operations for the periods presented. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to change in the near term relate to the determination of the allowance for loan losses, the other-than-temporary impairment evaluation of securities, the evaluation of the impairment of goodwill and the evaluation of deferred tax assets.

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”).

Note 2. Earnings per Common Share

Basic earnings per common share (“EPS”) is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding. Diluted EPS includes any additional common shares as if all potentially dilutive common shares were issued (e.g., stock options). The Corporation’s weighted average common shares outstanding for diluted EPS include the effect of stock options and restricted stock awards outstanding using the Treasury Stock Method, which are not included in the calculation of basic EPS. Anti-dilutive stock option and restricted stock award shares outstanding were 29,248 and 30,610, respectively, for the three and nine months ended September 30, 2013, and anti-dilutive stock option shares outstanding were 20,838 and 75,208, respectively, for the three and nine months ended September 30, 2012.

Earnings per common share have been computed based on the following:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands, except per share amounts)	2013		2012		2013		2012
Net income	$	5,094	$	4,454	$	14,941	$	13,038
Preferred stock dividends		(28)		(28)		(112)		(253)
Net income available to common shareholders	$	5,066	$	4,426	$	14,829	$	12,785
Basic weighted average common shares outstanding		16,349		16,347		16,349		16,338
Plus: effect of dilutive options		36		16		32		9
Diluted weighted average common shares outstanding		16,385		16,363		16,381		16,347
Earnings per common share:
Basic	$	0.31	$	0.27	$	0.91	$	0.78
Diluted	$	0.31	$	0.27	$	0.91	$	0.78

Note 3. Stock-Based Compensation

The Corporation maintains two stock-based compensation plans from which new grants could be issued. The Corporation’s stock-based compensation plans permit Parent Corporation common stock to be issued to key employees and directors of the Corporation and its subsidiaries. The options granted under the plans are intended to be either incentive stock options or non-qualified options. Under the 2009 Equity Incentive Plan, a total of 363,081 shares are available for grant and issuance as of September 30, 2013. Under the 2003 Non-Employee Director Stock Option Plan, a total of 380,644 shares remain available for grant and issuance under the plan as of September 30, 2013. Such shares may be treasury shares, newly issued shares or a combination thereof.

Options have been granted to purchase common stock principally at the fair market value of the stock at the date of grant. Options are exercisable over a three year vesting period starting one year after the date of grant and generally expire ten years from the date of grant.

	9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Stock-Based Compensation—(continued)

Stock-based compensation expense for share-based payment awards is based on the grant date fair value estimated on the date of grant. The Corporation recognizes compensation costs for those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of three years. The Corporation estimates the forfeiture rate based on its historical experience during the preceding seven fiscal years.

For the nine months ended September 30, 2013, the Corporation’s income before income taxes and net income were reduced by $54,000 and $32,000, respectively, as a result of the compensation expense related to stock options and restricted stock awards. For the nine months ended September 30, 2012, the Corporation’s income before income taxes and net income were reduced by $27,000 and $16,000, respectively, as a result of the compensation expense related to stock options.

Under the principal stock-based compensation plans, the Corporation may also grant stock awards to certain employees. Stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of any applicable restrictions. Unless fully vested at the time of grant, such awards generally vest within 30 days to five years from the date of grant. During that period, ownership of the shares cannot be transferred. Restricted stock and stock awards that are fully vested at the time of grant have the same cash dividend and voting rights as other common stock and are considered to be currently issued and outstanding. The Corporation expenses the cost of stock awards, which is determined to be the fair market value of the shares at the date of grant, ratably over the period during which any restrictions lapse.

There were 18,829 restricted stock awards outstanding at September 30, 2013 and none at September 30, 2012. These awards were issued with an award price equal to the market price of the Corporation’s common stock on the award date and with a five year vesting period. Forfeiture provisions exist for personnel that separate employment before vesting period expires. During the nine months of 2013, none of the shares of restricted stock were vested.

There were 41,639 and 27,784 shares of common stock underlying options that were granted during the nine months ended September 30, 2013 and 2012, respectively. The fair value of share-based payment awards was estimated using the Black-Scholes option pricing model with the following assumptions and weighted average fair values at the time the grants were awarded:

	Nine Months Ended
	September 30,
	2013			2012
Weighted average fair value of grants	$	3.34		$	2.03
Risk-free interest rate		1.97	%		2.03	%
Dividend yield		1.32	%		1.24	%
Expected volatility		25.84	%		22.04	%
Expected life in months		74			68

Activity under the stock-based compensation plans as of September 30, 2013 and changes during the nine months ended September 30, 2013 were as follows:

				Weighted-
		Weighted-		Average
		Average		Remaining	Aggregate
		Exercise		Contractual	Intrinsic
	Shares	Price		Term (Years)	Value
Outstanding at December 31, 2012	183,574	$	9.92
Granted – options	41,639		12.95
Exercised	(2,268)		9.14
Canceled/expired	(25,883)		10.88
Forfeited	(8,682)		10.58
Outstanding at September 30, 2013	188,380		10.55	6.25	$	705,001
Exercisable at September 30, 2013	119,827	$	10.06	4.74	$	510,991

The aggregate intrinsic value of options above represents the total pre-tax intrinsic value (the difference between the Corporation’s closing stock price on the last trading day of the third quarter of 2013 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2013. This amount changes based on the fair value of the Corporation’s stock.

	10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Stock-Based Compensation—(continued)

As of September 30, 2013, there was approximately $161,000 of total unrecognized compensation expense relating to unvested stock options. These costs are expected to be recognized over a weighted average period of 3.02 years. As of September 30, 2013, there was approximately $231,000 of total unrecognized compensation expense relating to unvested restricted stock awards. These costs are expected to be recognized over a weighted average period of five years.

Note 4. Recent Accounting Pronouncements

In December 2012, the FASB issued an exposure draft of a proposed ASU of Topic 825-15, Credit Losses. The amendments of the proposed ASU would require all reporting entities, both public and nonpublic, to calculate impairment of existing financial assets on the basis of the current estimates of contractual cash flows not expected to be collected on the financial assets held at the reporting date. The proposed amendments would remove the existing “probable” threshold for recognizing credit losses and broaden the range of information that must be considered in measuring the allowance for expected credit losses. The estimate of expected credit losses would be based on relevant information about past events, including historical loss experience with similar assets, current conditions and reasonable and supportable forecasts that affect the future collectability of the assets’ remaining contractual cash flows.

As a result of the proposed amendments, financial assets carried at amortized cost less an allowance would reflect the current estimate of the cash flows expected to be collected at the reporting date, and the income statement would reflect credit deterioration (or improvement) that has taken place during the period. For financial assets measured at fair value with changes in fair value recognized through other comprehensive income, the balance sheet would reflect the fair value, but the income statement would reflect credit deterioration (or improvement) that has taken place during the period. An entity, however, may choose to not recognize expected credit losses on financial assets measured at fair value, with changes in fair value recognized through other comprehensive income, if both (1) the fair value of the financial asset is greater than (or equal to) the amortized cost basis and (2) expected credit losses on the financial asset are insignificant. Currently, when credit losses are measured, an entity only considers past events and current conditions; the proposed amendments would broaden the information entities are required to consider to include historical loss experience with similar assets and reasonable and supportable forecasts that affect the expected collectability of the assets’ remaining contractual cash flows. It is expected that entities will be able to leverage their current risk monitoring systems in implementing the proposed approach, however, for the inputs used to estimate the expected credit loss approach. An entity would apply the proposed amendments with a cumulative-effect adjustment to the statement of financial position beginning in the first reporting period in which the guidance is effective.

Both users and preparers of financial statements were requested to review and comment upon the exposure draft by April 30, 2013. The exposure draft does not include a proposed effective date of this guidance.

In January 2013, the FASB issued ASU No. 2013-01, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities,” which amended disclosures by requiring improved information about financial instruments and derivative instruments that are either offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. Reporting entities are required to provide both net and gross information for these assets and liabilities in order to enhance comparability between those entities that prepare their financial statements on the basis of international financial reporting standards ("IFRS"). Companies were required to apply the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those years. The adoption of this accounting standard did not have a material impact on the Corporation's results of operations, financial position, or liquidity.

In February 2013, the FASB issued ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," to improve the transparency of reporting these reclassifications. ASU No. 2013-02 does not amend any existing requirements for reporting net income or other comprehensive income in the financial statements. ASU No. 2013-02 requires an entity to disaggregate the total change of each component of other comprehensive income and separately present reclassification adjustments and current period other comprehensive income. The provisions of ASU No. 2013-02 also requires that entities present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line item affected by the reclassification. The Corporation adopted the provisions of ASU No. 2013-02 effective January 1, 2013. As the Corporation provided these required disclosures in the notes to the Consolidated Financial Statements, the adoption of ASU No. 2013-02 had no impact on the Corporation's consolidated statements of income and condition.

	11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5. Comprehensive Income

Total comprehensive income includes all changes in equity during a period arising from transactions and other events and circumstances from non-owner sources. The Corporation’s other comprehensive income is comprised of unrealized holding gains and losses on investment securities available-for-sale, and actuarial losses of defined benefit plans, net of taxes.

Disclosure of comprehensive income for the three and nine months ended September 30, 2013, and 2012 is presented in the Consolidated Statements of Comprehensive Income.

Accumulated other comprehensive income at September 30, 2013 and December 31, 2012 consisted of the following:

	September 30, 2013		December 31, 2012
	(in thousands)
Net unrealized gain on investment securities available-for-sale, net of tax	$	1,466	$	8,781
Unamortized component of securities transferred from available -for-sale to held-to-maturity, net of tax		181		162
Defined benefit pension and post-retirement plans, net of tax		(3,880)		(3,880)
Total accumulated other comprehensive (loss) income	$	(2,233)	$	5,063

	12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6. Investment Securities

The Corporation’s investment securities are classified as available-for-sale and held-to-maturity at September 30, 2013 and December 31, 2012. Investment securities available-for-sale are reported at fair value with unrealized gains or losses included in equity, net of tax. Accordingly, the carrying value of such securities reflects their fair value at the balance sheet date. Fair value is based upon either quoted market prices, or in certain cases where there is limited activity in the market for a particular instrument, assumptions are made to determine their fair value. See Note 8 of the Notes to Consolidated Financial Statements for a further discussion.

Transfers of debt securities from the available-for-sale category to the held-to-maturity category are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer remains in accumulated other comprehensive income and in the carrying value of the held-to-maturity investment security. Premiums or discounts on investment securities are amortized or accreted using the effective interest method over the life of the security as an adjustment of yield. Unrealized holding gains or losses that remain in accumulated other comprehensive income are amortized or accreted over the remaining life of the security as an adjustment of yield, offsetting the related amortization of the premium or accretion of the discount.

The following tables present information related to the Corporation’s investment securities at September 30, 2013 and December 31, 2012.

	September 30, 2013
				Gross		Gross
		Amortized		Unrealized		Unrealized
		Cost		Gains		Losses		Fair Value
	(in thousands)
Investment Securities Available-for-Sale:
U.S. Treasury and agency securities		$	43,490	$	—	$	(1,795)	$	41,695
Federal agency obligations			20,939		110		(303)		20,746
Residential mortgage pass-through securities			50,070		1,022		(150)		50,942
Commercial mortgage pass-through securities			9,700		—		(182)		9,518
Obligations of U.S. states and political subdivisions			39,260		1,054		(37)		40,277
Trust preferred securities			20,635		125		(1,223)		19,537
Corporate bonds and notes			201,731		5,603		(2,099)		205,235
Asset-backed securities			16,019		209		—		16,228
Certificates of deposit			2,251		45		(1)		2,295
Equity securities			376		—		(89)		287
Mutual funds and money market funds			6,334		68		(15)		6,387
Total		$	410,805	$	8,236	$	(5,894)	$	413,147

Investment Securities Held-to-Maturity:
Federal agency obligations	$		10,892	$	284	$	—	$	11,176
Commercial mortgage pass-through securities			4,790		11		(46)		4,755
Obligations of U.S. states and political subdivisions			127,725		1,727		(3,561)		125,891
Corporate bonds and notes			10,079		128		(21)		10,186
Total	$		153,486	$	2,150	$	(3,628)	$	152,008

Total investment securities	$		564,291	$	10,386	$	(9,522)	$	565,155

	13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	December 31, 2012
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
	(in thousands)
Investment Securities Available-for-Sale:
U.S. Treasury and agency securities	$	11,870	$	62	$	(23)	$	11,909
Federal agency obligations		20,207		333		(5)		20,535
Residential mortgage pass-through securities		52,400		1,385		(1)		53,784
Commercial mortgage pass-through securities		9,725		244		—		9,969
Obligations of U.S. states and political subdivisions		103,193		4,653		(132)		107,714
Trust preferred securities		22,279		144		(1,174)		21,249
Corporate bonds and notes		228,681		9,095		(371)		237,405
Collateralized mortgage obligations		2,120		—		—		2,120
Asset-backed securities		19,431		311		—		19,742
Certificates of deposit		2,854		21		(10)		2,865
Equity securities		535		—		(210)		325
Mutual funds and money market funds		9,145		68		(15)		9,198
Total	$	482,440	$	16,316	$	(1,941)	$	496,815
Investment Securities Held-to-Maturity:
Federal agency obligations	$	4,178	$	79	$	—	$	4,257
Commercial mortgage-backed securities		5,501		154		(5)		5,650
Obligations of U.S. states and political subdivisions		48,385		4,139		—		52,524
Total	$	58,064	$	4,372	$	(5)	$	62,431
Total investment securities	$	540,504	$	20,688	$	(1,946)	$	559,246

The following table presents information for investment securities available-for-sale at September 30, 2013, based on scheduled maturities. Actual maturities can be expected to differ from scheduled maturities due to prepayment or early call options of the issuer.

	September 30, 2013
	Amortized
	Cost		Fair Value
	(in thousands)
Investment Securities Available-for-Sale :
Due in one year or less	$	9,690	$	9,719
Due after one year through five years		79,871		82,131
Due after five years through ten years		180,124		179,657
Due after ten years		74,640		74,506
Residential mortgage pass-through securities		50,070		50,942
Commercial mortgage pass-through securities		9,700		9,518
Equity securities		376		287
Mutual funds and money market funds		6,334		6,387
Total	$	410,805	$	413,147
Investment Securities Held-to-Maturity :
Due after one year through five years	$	13,962	$	14,041
Due after five years through ten years		10,274		10,353
Due after ten years		124,460		122,859
Commercial mortgage pass-through securities		4,790		4,755
Total	$	153,486	$	152,008

Total investment securities	$	564,291	$	565,155

	14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the nine months ended September 30, 2013, the Corporation reclassified at fair value approximately $75.7 million in available-for-sale investment securities to the held-to-maturity category. The net unrealized gains at date of transfer amounted to $63,000, remained in accumulated other comprehensive income and will be discounted over the remaining life of the securities as an adjustment of yield, offsetting the related amortization of the premium or accretion of the discount on the transferred securities. No gains or losses were recognized at the time of reclassification. Management considers the held-to-maturity classification of these investment securities to be appropriate as the Corporation has the positive intent and ability to hold these securities to maturity.

For the nine months ended September 30, 2013, proceeds of available-for-sale investment securities sold amounted to approximately $90.8 million.

The varying amount of sales from the available-for-sale portfolio over the past few years, and the significant volume of such sales in 2011, reflect the significant volatility present in the market. Given the historic low interest rates prevalent in the market, it is necessary for the Corporation to protect itself from interest rate exposure. Securities that once appeared to be sound investments can, after changes in the market, become securities that the Corporation has the flexibility to sell to avoid losses and mismatches of interest-earning assets and interest-bearing liabilities at a later time.

Gross gains and losses from the sales of investment securities for the three and nine month periods ended September 30, 2013 and 2012 were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2013		2012		2013		2012
Gross gains on sales of investment securities	$	343	$	897	$	1,375	$	2,545
Gross losses on sales of investment securities		—		—		89		—
Net gains on sales of investment securities	$	343	$	897	$	1,286	$	2,545

The following summarizes OTTI charges for the periods indicated.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2013		2012		2013		2012
Other than temporary impairment charges	$	—	$	32	$	—	$	60
Principal losses on a variable rate CMO		—		102		24		272
Total other-than-temporary impairment charges	$	—	$	134	$	24	$	332

The Corporation performs regular analysis on all its investment securities to determine whether a decline in fair value indicates that an investment is other-than-temporarily impaired in accordance with FASB ASC 320-10. FASB ASC 320-10 requires companies to record OTTI charges, through earnings, if they have the intent to sell, or if it is more likely than not that they will be required to sell, an impaired debt security before recovery of its amortized cost basis. If the Corporation intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the OTTI is recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its estimated fair value at the balance sheet date. If the Corporation does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis, the OTTI is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

The Corporation’s assessment of whether an impairment is other than temporary includes factors such as whether the issuer has defaulted on scheduled payments, announced a restructuring and/or filed for bankruptcy, has disclosed severe liquidity problems that cannot be resolved, disclosed a deteriorating financial condition or sustained significant losses. The Corporation maintains a watch list for the identification and monitoring of securities experiencing problems that require a heightened level of review. This could result from credit rating downgrades.

	15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents detailed information for each trust preferred security held by the Corporation at September 30, 2013 which has at least one rating below investment grade.

Deal Name	Single Issuer or Pooled	Class/ Tranche	Amortized Cost		Fair Value		Gross Unrealized Gain (Loss)		Lowest Credit Rating Assigned	Number of Banks Currently Performing	Deferrals and Defaults as % of Original Collateral	Expected Deferral/Defaults as % of Remaining Performing Collateral
	(dollars in thousands)
Countrywide Capital IV	Single	—	$	1,771	$	1,769	$	(2 )	BB+	1	None	None
Countrywide Capital V	Single	—		2,747		2,775		28	BB+	1	None	None
Countrywide Capital V	Single	—		250		253		3	BB+	1	None	None
Citigroup Cap IX	Single	—		992		1,002		10	BB	1	None	None
Citigroup Cap IX	Single	—		1,906		1,934		28	BB	1	None	None
Citigroup Cap XI	Single	—		246		248		2	BB	1	None	None
Nationsbank Cap Trust III	Single	—		1,573		1,276		(297)	BB+	1	None	None
Morgan Stanley Cap Trust IV	Single	—		2,500		2,446		(54)	BB+	1	None	None
Morgan Stanley Cap Trust IV	Single	—		1,742		1,710		(32)	BB+	1	None	None
Saturns — GS 2004-04	Single	—		535		509		(26)	BB+	1	None	None
Goldman Sachs	Single	—		1,000		967		(33)	BB+	1	None	None
Stifel Financial	Single	—		4,500		4,554		54	BBB-	1	None	None
ALESCO Preferred Funding VII	Pooled	C1		873		94		(779)	Ca	47 of 61 ⁽¹⁾	34.9 %	33.5 %
Total			$	20,635	$	19,537	$	(1,098)

(1)

Includes banks and insurance companies.

	16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Corporation owns one pooled trust preferred security (“Pooled TRUP”), which consists of securities issued by financial institutions and insurances companies. The Corporation holds the mezzanine tranche of the Pooled TRUP. Senior tranches generally are protected from defaults by over-collateralization and cash flow default protection provided by subordinated tranches, with senior tranches having the greatest protection and mezzanine tranches subordinated to the senior tranches. The Corporation’s analysis of the Pooled TRUP falls within the scope of EITF 99-20, ASC 320-40 and uses a discounted cash flow model to determine the total OTTI loss. The model considers the structure, term and the financial condition of the underlying issuers. Specifically, the model details interest rates, principal balances of note classes and underlying issuers and the allocation of the payments to the note classes according to a priority of payments specified in the offering circular and indenture. The current estimate of expected cash flows is based on the most recent trustee reports and other relevant market information including announcements of interest payment deferrals or defaults of underlying trust preferred security. Assumptions used in the model include defaults rates, default rate timing profiles and recovery rates. We assume no prepayments, as the Pooled TRUP was issued at comparatively tight spreads and as such, there is little incentive, if any, to prepay.

On September 25, 2013, the Pooled TRUP, ALESCO VII, incurred its sixteenth interruption of cash flow payments to date. Management reviewed the expected cash flow analysis and credit support to determine if it was probable that all principal and interest would be repaid, and recorded no other-than-temporary impairment charge for the nine months ended September 30, 2013 and September 30, 2012.

At September 30, 2013, excess subordination as a percentage of remaining performing collateral for the ALESCO Preferred Funding VII investments was -46.3 percent. Excess subordination is the amount of performing collateral above the amount of outstanding collateral underlying each class of the security. The excess subordination as a percent of remaining performing collateral reflects the difference between the performing collateral and the collateral underlying each security divided by the performing collateral. A negative number results when the paying collateral is less than the collateral underlying each class of the security. A low or negative number decreases the likelihood of full repayment of principal and interest according to original contractual terms.

Credit Loss Portion of OTTI Recognized in Earnings on Debt Securities

	Nine Months		Year
	Ended		Ended
	September 30,		December
	2013		31, 2012
	(in thousands)
Balance of credit-related OTTI at January 1,	$	4,450	$	6,539
Addition:
Credit losses on investment securities for which other-than-temporary impairment was not previously recognized		24		870
Reduction:
Credit losses on investment securities sold during the period		(2,114)		(2,959)
Balance of credit-related OTTI at period end	$	2,360	$	4,450

	17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Corporation did not record other-than-temporary impairment charges relating to equity holdings in bank stocks for the nine months ended September 30, 2013 and September 30, 2012.

Temporarily Impaired Investments

For all securities, the Corporation does not believe that the unrealized losses, which were comprised of 147 investment securities as of September 30, 2013, represent an other-than-temporary impairment. The gross unrealized losses of $8.3 million associated with federal agency obligations, mortgage-backed securities, corporate bonds and tax-exempt securities are not considered to be other than temporary because these unrealized losses are related to changes in interest rates and do not affect the expected cash flows of the underlying collateral or issuer.

Factors affecting the market price include credit risk, market risk, interest rates, economic cycles, and liquidity risk. The magnitude of any unrealized loss may be affected by the relative concentration of the Corporation’s investment in any one issuer or industry. The Corporation has established policies to reduce exposure through diversification of concentration of the investment portfolio including limits on concentrations to any one issuer. The Corporation believes the investment portfolio is prudently diversified.

The decline in value is related to a change in interest rates and subsequent change in credit spreads required for these issues affecting market price. All issues are performing and are expected to continue to perform in accordance with their respective contractual terms and conditions. Short to intermediate average durations and in certain cases monthly principal payments should reduce further market value exposure to increases in rates.

The Corporation evaluates all securities with unrealized losses quarterly to determine whether the loss is other than temporary. Unrealized losses in the collateralized mortgage obligations category consist primarily of private issue collateralized mortgage obligations. Unrealized losses in the corporate debt securities category consist of losses on single issuer corporate trust preferred securities, pooled trust preferred securities and corporate debt securities issued by large financial institutions, insurance companies and other corporate issuers. The unrealized loss in equity securities consists of losses on other bank equities. The decline in fair value of $1.2 million is due in large part to the lack of an active trading market for these securities, changes in market credit spreads and rating agency downgrades. For collateralized mortgage obligations, management reviewed expected cash flows and credit support to determine if it was probable that all principal and interest would be repaid. None of the corporate issuers have defaulted on interest payments. Management concluded that these securities, other than the previously mentioned Pooled TRUP, were not other-than-temporarily impaired at September 30, 2013. Future deterioration in the cash flow on collateralized mortgage obligations or the credit quality of these large financial institution issuers of TRUP debt securities could result in impairment charges in the future.

In determining that the securities giving rise to the previously mentioned unrealized losses were not other-than-temporary, the Corporation evaluated the factors cited above, which the Corporation considers when assessing whether a security is other-than-temporarily impaired. In making these evaluations the Corporation must exercise considerable judgment. Accordingly there can be no assurance that the actual results will not differ from the Corporation’s judgments and that such differences may not require the future recognition of other-than-temporary impairment charges that could have a material effect on the Corporation’s financial position and results of operations. In addition, the value of, and the realization of any loss on, an investment security are subject to numerous risks as cited above.

	18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables indicate gross unrealized losses not recognized in income and fair value, aggregated by investment category and the length of time individual securities have been in a continuous unrealized loss position at September 30, 2013 and December 31, 2012:

	September 30, 2013
	Total				Less than 12 Months				12 Months or Longer
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(in thousands)
Investment Securities Available-for-Sale:
U.S. Treasury and agency securities	$	41,695	$	(1,795)	$	41,695	$	(1,795)	$	—	$	—
Federal agency obligations		13,391		(303)		13,391		(303)		—		—
Residential mortgage pass-through securities		7,695		(150)		7,695		(150)		—		—
Commercial mortgage pass-through securities		9,519		(182)		9,519		(182)		—		—
Obligations of U.S. states and political subdivisions		2,209		(37)		2,209		(37)		—		—
Trust preferred securities		8,772		(1,223)		7,401		(147)		1,371		(1,076)
Corporate bonds and notes		44,427		(2,099)		42,463		(2,064)		1,964		(35)
Certificates of deposit		194		(1)		194		(1)		—		—
Equity securities		287		(89)		—		—		287		(89)
Mutual funds and money market funds		985		(15)		—		—		985		(15)
Total		129,174		(5,894)		124,567		(4,679)		4,607		(1,215)
Investment Securities Held-to-Maturity:
Commercial mortgage pass-through securities		1,762		(46)		1,428		(44)		334		(2)
Obligations of U.S. states and political subdivisions		63,559		(3,561)		63,559		(3,561)		—		—
Corporate bonds and notes		5,007		(21)		5,007		(21)		—		—
Total		70,328		(3,628)		69,994		(3,626)		334		(2)
Total Temporarily Impaired Securities	$	199,502	$	(9,522)	$	194,561	$	(8,305)	$	4,941	$	(1,217)

	December 31, 2012
	Total				Less than 12 Months				12 Months or Longer
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(in thousands)
Investment Securities Available-for-Sale:
U.S. Treasury and agency securities	$	4,460	$	(23)	$	4,460	$	(23)	$	—	$	—
Federal agency obligation		877		(5)		877		(5)		—		—
Residential mortgage pass-through securities		1,669		(1)		1,669		(1)		—		—
Obligations of U.S. states and political subdivisions		18,360		(132)		18,360		(132)		—		—
Trust preferred securities		11,740		(1,174)		10,494		(18)		1,246		(1,156)
Corporate bonds and notes		26,440		(371)		18,244		(134)		8,196		(237)
Certificates of deposit		388		(10)		388		(10)		—		—
Equity securities		325		(210)		—		—		325		(210)
Mutual funds and money market funds		985		(15)		—		—		985		(15)
Total		65,244		(1,941)		54,492		(323)		10,752		(1,618)
Investment Securities Held-to-Maturity:
Commercial mortgage-backed securities		932		(5)		932		(5)		—		—
Total		932		(5)		932		(5)		—		—
Total Temporarily Impaired Securities	$	66,176	$	(1,946)	$	55,424	$	(328)	$	10,752	$	(1,618)

	19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Investment securities having a carrying value of approximately $102.8 million and $96.1 million at September 30, 2013 and December 31, 2012, respectively, were pledged to secure public deposits, borrowings, and Federal Home Loan Bank advances and for other purposes required or permitted by law.

Note 7. Loans and the Allowance for Loan Losses

Loans are stated at their principal amounts inclusive of net deferred loan origination fees. Interest income is credited as earned except when a loan becomes past due 90 days or more and doubt exists as to the ultimate collection of interest or principal; in those cases the recognition of income is discontinued. Loans that are past due 90 days or more that are both well secured and in the process of collection will remain on an accruing basis. When a loan is placed on non-accrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current income.

Portfolio segments are defined as the level at which an entity develops and documents a systematic methodology to determine its allowance. Management has determined that the Corporation has two portfolio segments of loans and leases (commercial and consumer) in determining the allowance. Both quantitative and qualitative factors are used by management at the portfolio segment level in determining the adequacy of the allowance for the Corporation. Classes of loans and leases are a disaggregation of the Corporation's portfolio segments. Classes are defined as a group of loans and leases which share similar initial measurement attributes, risk characteristics, and methods for monitoring and assessing credit risk. Management has determined that the Corporation has five classes of loans and leases: commercial and industrial (including lease financing), commercial – real estate, construction, residential mortgage (including home equity) and installment.

Generally, all classes of commercial and consumer loans and leases are placed on non-accrual status upon becoming contractually past due 90 days or more as to principal or interest (unless loans and leases are adequately secured by collateral, are in the process of collection, and are reasonably expected to result in repayment), when terms are renegotiated below market levels, or where substantial doubt about full repayment of principal or interest is evident. For certain installment loans the entire outstanding balance on the loan is charged-off when the loan becomes 60 days past due.

Payments received on non-accrual loans are applied against principal. A loan may only be restored to an accruing basis when it again becomes well secured and in the process of collection or all past due amounts have been collected and six months of payments have been received to demonstrate that the borrower can continue to meet the loan terms. Loan origination fees and certain direct loan origination costs are deferred and recognized over the life of the loan as an adjustment to the loan’s yield using the level yield method.

	20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Impaired Loans

The Corporation accounts for impaired loans in accordance with FASB ASC 310-10-35. The value of impaired loans is based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or at the fair value of the collateral if the loan is collateral dependent.

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will not be able to collect all amounts due from the borrower in accordance with the contractual terms of the loan, including scheduled interest payments. The Corporation has defined its population of impaired loans to include all classes of non-accrual and troubled debt restructuring (“TDR”) loans. As part of the evaluation of impaired loans, the Corporation individually reviews for impairment all non-homogeneous loans (in each instance, above an established dollar threshold of $200,000) internally classified as substandard or below. Generally, smaller impaired non-homogeneous loans and impaired homogeneous loans are collectively evaluated for impairment.

When a loan has been identified as being impaired, the amount of impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the estimated fair value of the collateral, less any selling costs, if the loan is collateral-dependent. If the measurement of the impaired loan is less than the recorded investment in the loan (including accrued interest, net of deferred loan fees or costs and unamortized premiums or discounts), an impairment is recognized by creating or adjusting an existing allocation of the allowance, or by recording a partial charge-off of the loan to its fair value. Interest payments made on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest income may be accrued or recognized on a cash basis.

Loans Modified in a Troubled Debt Restructuring

Loans are considered to have been modified in a TDR when due to a borrower's financial difficulties, the Corporation makes certain concessions to the borrower that it would not otherwise consider. Modifications may include interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. Generally, a non-accrual loan that has been modified in a TDR remains on non-accrual status for a period of six months to demonstrate that the borrower is able to meet the terms of the modified loan. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower's ability to meet the revised payment schedule is uncertain, the loan remains on non-accrual status.

Reserve for Credit Losses

The Corporation's reserve for credit losses is comprised of two components, the allowance for loan losses and the reserve for unfunded commitments (the "Unfunded Commitments").

Allowance for Loan Losses

The allowance for loan losses is maintained at a level determined adequate to provide for probable loan losses. The allowance is increased by provisions charged to operations and reduced by loan charge-offs, net of recoveries. The allowance is based on management’s evaluation of the loan portfolio considering economic conditions, the volume and nature of the loan portfolio, historical loan loss experience and individual credit situations.

Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses. In connection with the determination of the allowance for loan losses, management obtains independent appraisals for significant properties.

The ultimate collectability of a substantial portion of the Corporation’s loan portfolio is susceptible to changes in the real estate market and economic conditions in the State of New Jersey and the impact of such conditions on the creditworthiness of the borrowers.

	21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Management believes that the allowance for loan losses is adequate. Management uses available information to recognize loan losses; however, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examinations.

Reserve for Unfunded Commitments

The reserve for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities and is included in other liabilities in the consolidated statements of condition. The determination of the adequacy of the reserve is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience, and credit risk. Net adjustments to the reserve for unfunded commitments are included in other expense.

Risk Related to Representation and Warranty Provisions

The Corporation sells residential mortgage loans in the secondary market primarily to Fannie Mae. The Corporation sells residential mortgage loans to Fannie Mae that include various representations and warranties regarding the origination and characteristics of the residential mortgage loans. Although the specific representations and warranties vary, they typically cover ownership of the loan, validity of the lien securing the loan, the absence of delinquent taxes or liens against the property securing the loan, compliance with loan criteria set forth in the applicable agreement, compliance with applicable federal, state, and local laws, and other matters.

As of September 30, 2013, the unpaid principal balance of the Corporation’s portfolio of residential mortgage loans sold to Fannie Mae was $8.5 million. These loans are generally sold on a non-recourse basis. The agreements under which the Corporation sells residential mortgage loans require the Corporation to deliver various documents to the investor or its document custodian. Although these loans are primarily sold on a non-recourse basis, the Corporation may be obligated to repurchase residential mortgage loans where required documents are not delivered or are defective. Investors may require the immediate repurchase of a mortgage loan when an early payment default discovered in an underwriting review reveals significant underwriting deficiencies, even if the mortgage loan has subsequently been brought current. As of September 30, 2013, there were no pending repurchase requests related to representation and warranty provisions.

Composition of Loan Portfolio

The following table sets forth the composition of the Corporation’s loan portfolio, including net deferred fees and costs, at September 30, 2013 and December 31, 2012:

	September 30,		December 31,
	2013		2012
	(in thousands)
Commercial and industrial	$	229,212	$	181,682
Commercial real estate		531,674		497,392
Construction		42,727		40,277
Residential mortgage		152,934		169,094
Installment		789		1,104
Subtotal		957,336		889,549
Net deferred loan costs		156		123
Total loans	$	957,492	$	889,672

At September 30, 2013 and December 31, 2012, loans to executive officers and directors aggregated approximately $22,456,000 and $18,977,000, respectively. During the nine months ended September 30, 2013, the Corporation made new loans and advances to executive officers and directors in the amount of $11,322,000. Payments by such persons during the nine months ended September 30, 2013 aggregated $7,843,000. Management is of the opinion that the above loans were made on the same terms and conditions as those prevailing for comparable transactions with non-related borrowers.

	22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

At September 30, 2013 and December 31, 2012, loan balances of approximately $538.1 million and $532.8 million, respectively, were pledged to secure borrowings from the Federal Reserve Bank of New York and the Federal Home Loan Bank of New York.

The following table presents information about loan receivables on non-accrual status at September 30, 2013 and December 31, 2012:

Loans Receivable on Non-Accrual Status
	September 30, 2013		December 31, 2012
	(in thousands)
Commercial and industrial	$	85	$	216
Commercial real estate		175		354
Construction		—		319
Residential mortgage		1,772		2,729
Total loans receivable on non-accrual status	$	2,032	$	3,618

The amount of interest income that would have been recorded on non-accrual loans during the nine months ended September 30, 2013 and the year ended December 31, 2012, had payments remained in accordance with the original contractual terms, was $69,000 and $187,000, respectively.

The Corporation continuously monitors the credit quality of its loans receivable. In addition to its internal staff, the Corporation utilizes the services of a third party loan review firm to rate the credit quality of its loans receivable. Credit quality is monitored by reviewing certain credit quality indicators. Assets classified “Pass” are deemed to possess average to superior credit quality, requiring no more than normal attention. Assets classified as “Special Mention” have generally acceptable credit quality yet possess higher risk characteristics/circumstances than satisfactory assets. Such conditions include strained liquidity, slow pay, stale financial statements, or other conditions that require more stringent attention from the lending staff. These conditions, if not corrected, may weaken the loan quality or inadequately protect the Corporation’s credit position at some future date. Assets are classified “Substandard” if the asset has a well defined weakness that requires management’s attention to a greater degree than for loans classified special mention. Such weakness, if left uncorrected, could possibly result in the compromised ability of the loan to perform to contractual requirements. An asset is classified as “Doubtful” if it is inadequately protected by the net worth and/or paying capacity of the obligor or of the collateral, if any, that secures the obligation. Assets classified as doubtful include assets for which there is a “distinct possibility” that a degree of loss will occur if the inadequacies are not corrected. All loans past due 90 days or more and all impaired loans are included in the appropriate category below. The following table presents information, excluding net deferred costs, about the Corporation’s loan credit quality at September 30, 2013 and December 31, 2012:

Credit Quality Indicators
	September 30, 2013
	Pass		Special Mention		Substandard		Doubtful		Total
	(in thousands)
Commercial and industrial	$	225,081	$	2,785	$	1,346	$	—	$	229,212
Commercial real estate		508,679		12,457		10,538		—		531,674
Construction		41,640		—		1,087		—		42,727
Residential mortgage		149,572		981		2,381		—		152,934
Installment		665		—		124		—		789
Total loans	$	925,637	$	16,223	$	15,476	$	—	$	957,336

	December 31, 2012
	Pass		Special Mention		Substandard		Doubtful		Total
	(in thousands)
Commercial and industrial	$	176,818	$	3,281	$	1,583	$	—	$	181,682
Commercial real estate		462,266		18,945		16,181		—		497,392
Construction		38,303		810		1,164		—		40,277
Residential mortgage		163,769		993		4,332		—		169,094
Installment		967		—		137		—		1,104
Total loans	$	842,123	$	24,029	$	23,397	$	—	$	889,549

	23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides an analysis of the impaired loans at September 30, 2013 and December 31, 2012:

	September 30, 2013
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(in thousands)
No Related Allowance Recorded
Commercial real estate	$	1,275	$	1,576	$	—
Total	$	1,275	$	1,576	$	—

With An Allowance Recorded
Commercial real estate	$	175	$	374	$	76
Residential mortgage		1,113		1,113		143
Total	$	1,288	$	1,487	$	219

Total
Commercial real estate	$	1,450	$	1,950	$	76
Residential mortgage		1,113		1,113		143
Total (including related allowance)	$	2,563	$	3,063	$	219

	December 31, 2012
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(in thousands)
No Related Allowance Recorded
Commercial real estate	$	1,500	$	1,950	$	—
Total	$	1,500		1,950	$	—

With An Allowance Recorded
Commercial real estate	$	4,180	$	4,180	$	493
Residential mortgage		1,255		1,255		152
Total	$	5,435	$	5,435	$	645

Total
Commercial real estate	$	5,680	$	6,130	$	493
Residential mortgage		1,255		1,255		152
Total (including related allowance)	$	6,935	$	7,385	$	645

	24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides an analysis related to the average recorded investment and interest income recognized on impaired loans for the three and nine months ended September 30, 2013 and 2012.

	Three Months Ended September 30,								Nine Months Ended September 30,
	2013				2012				2013				2012
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized

Impaired loans with no related allowance recorded:

Commercial real estate	$	1,275	$	19	$	2,246	$	28	$	1,275	$	57	$	2,246	$	86
Total	$	1,275	$	19	$	2,246	$	28	$	1,275	$	57	$	2,246	$	86

Impaired loans with an allowance recorded:

Commercial real estate	$	175	$	—	$	4,180	$	34	$	2,202	$	68	$	4,180	$	103
Construction		—		—		—		—		—		—		2,066		16
Residential mortgage		1,226		10		4,304		—		1,226		31		3,876		26
Total	$	1,401	$	10	$	8,484	$	34	$	3,428	$	99	$	10,122	$	145

Total impaired loans:

Commercial real estate	$	1,450	$	19	$	6,426	$	62	$	3,477	$	125	$	6,426	$	189
Construction		—		—		—		—		—		—		2,066		16
Residential mortgage		1,226		10		4,304		—		1,226		31		3,876		26
Total	$	2,676	$	29	$	10,730	$	62	$	4,703	$	156	$	12,368	$	231

Included in impaired loans at September 30, 2013 are loans that are deemed troubled debt restructurings.

	25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides an analysis of the aging of loans, excluding net deferred costs that are past due at September 30, 2013 and December 31, 2012:

Aging Analysis

	September 30, 2013
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivable		Loans Receivable > 90 Days And Accruing
	(in thousands)
Commercial and Industrial	$	739	$	4,567	$	85	$	5,391	$	223,821	$	229,212	$	—
Commercial Real Estate		872		752		175		1,799		529,875		531,674		—
Construction		—		—		—		—		42,727		42,727		—
Residential Mortgage		1,326		39		1,772		3,137		149,797		152,934		—
Installment		2		—		—		2		787		789		—
Total	$	2,939	$	5,358	$	2,032	$	10,329	$	947,007	$	957,336	$	—

	December 31, 2012
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivable		Loans Receivable > 90 Days And Accruing
	(in thousands)
Commercial and Industrial	$	590	$	—	$	216	$	806	$	180,876	$	181,682	$	—
Commercial Real Estate		1,012		703		354		2,069		495,323		497,392		—
Construction		—		—		319		319		39,958		40,277		—
Residential Mortgage		2,017		628		2,784		5,429		163,665		169,094		55
Installment		23		—		—		23		1,081		1,104		—
Total	$	3,642	$	1,331	$	3,673	$	8,646	$	880,903	$	889,549	$	55

The following table details the amount of loans receivable that are evaluated individually, and collectively, for impairment, and the related portion of the allowance for loan loss that is allocated to each loan portfolio segment:

	26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Allowance for loan and lease losses

	September 30, 2013
	C & I		Comm R/E		Construction		Res Mtge		Installment		Unallocated		Total
	(in thousands)
Allowance for loan and lease losses:
Individually evaluated for impairment	$	—	$	76	$	—	$	143	$	—	$	—	$	219
Collectively evaluated for impairment		1,714		5,712		369		1,161		94		925		9,975
Total	$	1,714	$	5,788	$	369	$	1,304	$	94	$	925	$	10,194

Loans Receivable
Individually evaluated for impairment	$	—	$	1,450	$	—	$	1,113	$	—	$	—	$	2,563
Collectively evaluated for impairment		226,664		512,949		41,640		137,733		663		—		919,649
Loans acquired with discounts related to credit quality		2,548		17,275		1,087		14,088		126		—		35,124
Total	$	229,212	$	531,674	$	42,727	$	152,934	$	789	$	—	$	957,336

Allowance for loan and lease losses

	December 31, 2012
	C & I		Comm R/E		Construction		Res Mtge		Installment		Unallocated		Total
	(in thousands)
Allowance for loan and lease losses:
Individually evaluated for impairment	$	—	$	493	$	—	$	152	$	—	$	—	$	645
Collectively evaluated for impairment		2,424		4,830		313		1,380		113		532		9,592
Total	$	2,424	$	5,323	$	313	$	1,532	$	113	$	532	$	10,237

Loans Receivable
Individually evaluated for impairment	$	—	$	5,680	$	—	$	1,255	$	—	$	—	$	6,935
Collectively evaluated for impairment		177,644		470,797		38,172		146,930		973		—		834,516
Loans acquired with discounts related to credit quality		4,038		20,915		2,105		20,909		131		—		48,098
Total	$	181,682	$	497,392	$	40,277	$	169,094	$	1,104	$	—	$	889,549

The Corporation’s allowance for loan losses is analyzed quarterly. Many factors are considered, including growth in the portfolio, delinquencies, nonaccrual loan levels, and other factors inherent in the extension of credit. There have been no material changes to the allowance for loan loss methodology as disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012.

A summary of the activity in the allowance for loan losses is as follows:

	Three Months Ended September 30, 2013
	C & I		Comm R/E		Construction		Res Mtge		Installment		Unallocated		Total
	(in thousands)
Balance at July 1,	$	2,422	$	5,333	$	318	$	1,341	$	29	$	759	$	10,202

Charge offs		(6)		—		—		—		(4)		—		(10)

Recoveries		—		—		—		—		2		—		2

Provision		(702)		455		51		(37)		67		166		—

Balance at September 30,	$	1,714	$	5,788	$	369	$	1,304	$	94	$	925	$	10,194

	27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Nine Months Ended September 30, 2013
	C & I		Comm R/E		Construction		Res Mtge		Installment		Unallocated		Total
	(in thousands)
Balance at January 1,	$	2,424	$	5,323	$	313	$	1,532	$	113	$	532	$	10,237

Charge offs		(6)		(50)		—		—		(20)		—		(76)

Recoveries		21		8		—		—		4		—		33

Provision		(725)		507		56		(228)		(3)		393		—

Balance at September 30,	$	1,714	$	5,788	$	369	$	1,304	$	94	$	925	$	10,194

	Three Months Ended September 30, 2012
	C & I		Comm R/E		Construction		Res Mtge		Installment		Unallocated		Total
	(in thousands)
Balance at July 1,	$	1,747	$	6,173	$	449	$	1,300	$	59	$	493	$	10,221

Charge offs		—		—		—		(207)		(3)		—		(210)

Recoveries		—		—		—		—		4		—		4

Provision		(55)		103		43		71		4		59		225

Balance at September 30,	$	1,692	$	6,276	$	492	$	1,164	$	64	$	552	$	10,240

	Nine Months Ended September 30, 2012
	C & I		Comm R/E		Construction		Res Mtge		Installment		Unallocated		Total
	(in thousands)
Balance at January 1,	$	1,527	$	5,972	$	707	$	1,263	$	51	$	82	$	9,602

Charge offs		—		—		—		(207)		(11)		—		(218)

Recoveries		—		—		540		85		6		—		631

Provision		165		304		(755)		23		18		470		225

Balance at September 30,	$	1,692	$	6,276	$	492	$	1,164	$	64	$	552	$	10,240

At September 30, 2013, there were no commitments to lend additional funds to borrowers whose loans were on non-accrual status or were contractually past due in excess of 90 days and still accruing interest, or whose terms have been modified in troubled debt restructurings.

	28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The policy of the Corporation generally is to grant commercial, mortgage and installment loans to New Jersey residents and businesses within its market area. The borrowers’ abilities to repay their obligations are dependent upon various factors, including the borrowers’ income and net worth, cash flows generated by the borrowers’ underlying collateral, value of the underlying collateral, and priority of the lender’s lien on the property. Such factors are dependent upon various economic conditions and individual circumstances beyond the control of the Corporation. The Corporation is therefore subject to risk of loss. The Corporation believes its lending policies and procedures adequately minimize the potential exposure to such risks and that adequate provisions for loan losses are provided for all known and inherent risks. Collateral and/or personal guarantees are required for virtually all loans.

The Corporation added no new troubled debt restructurings during the three and nine months ended September 30, 2013.

Loans modified in a troubled debt restructuring totaled $2.8 million at September 30, 2013, of which $1.1 million were on non-accrual status. The remaining loans modified were current at the time of the restructuring and have complied with the terms of their restructure agreement. At December 31, 2012, loans modified in a troubled debt restructuring totaled $8.3 million, of which $1.5 million were on non-accrual status. The remaining loans modified were current at the time of the restructuring and have complied with the terms of their restructure agreement.

In an effort to proactively manage delinquent loans, the Corporation has selectively extended to certain borrowers concessions such as rate reductions, extension of maturity dates, principal or interest forgiveness, adjusted repayment terms, forbearance agreements, or combinations of two or more of these concessions. As of September 30, 2013, loans on which concessions were made with respect to adjusted repayment terms amounted to $1.5 million. Loans on which combinations of two or more concessions were made amounted to $1.3 million. The concessions granted included principal concessions, rate reduction, adjusted repayment, extended maturity and payment deferral.

	29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 8. Fair Value Measurements and Fair Value of Financial Instruments

Fair Value Measurements

Management uses its best judgment in estimating the fair value of the Corporation’s financial and non-financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial and non-financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Corporation could have realized in a sale transaction on the dates indicated. The estimated fair value amounts have been measured as of the respective period-end dates indicated herein and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial and non-financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end.

U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

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

Level 2: Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

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

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following information should not be interpreted as an estimate of the fair value of the entire Corporation since a fair value calculation is only provided for a limited portion of the Corporation’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Corporation’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Corporation’s assets measured at fair value on a recurring basis at September 30, 2013 and December 31, 2012.

	30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Investment Securities Available-for-Sale

Where quoted prices are available in an active market, investment securities are classified in Level 1 of the valuation hierarchy. Level 1 inputs include investment securities that have quoted prices in active markets for identical assets. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of instruments, which would generally be classified within Level 2 of the valuation hierarchy, include municipal bonds and certain agency collateralized mortgage obligations. In certain cases where there is limited activity in the market for a particular instrument, assumptions must be made to determine their fair value and are classified as Level 3. Due to the inactive condition of the markets amidst the financial crisis, the Corporation treated certain investment securities as Level 3 assets in order to provide more appropriate valuations. For assets in an inactive market, the infrequent trades that do occur are not a true indication of fair value. When measuring fair value, the valuation techniques available under the market approach, income approach and/or cost approach are used. The Corporation’s evaluations are based on market data and the Corporation employs combinations of these approaches for its valuation methods depending on the asset class. In certain cases where there were limited or less transparent information provided by the Corporation’s third-party pricing service, fair value was estimated by the use of secondary pricing services or through the use of non-binding third-party broker quotes.

On a quarterly basis, management reviews the pricing information received from the Corporation’s third-party pricing service. This review process includes a comparison to non-binding third-party broker quotes, as well as a review of market-related conditions impacting the information provided by the Corporation’s third-party pricing service.

Management primarily identifies investment securities which may have traded in illiquid or inactive markets by identifying instances of a significant decrease in the volume and frequency of trades, relative to historical levels, as well as instances of a significant widening of the bid-ask spread in the brokered markets. Investment securities that are deemed to have been trading in illiquid or inactive markets may require the use of significant unobservable inputs. For example, management may use quoted prices for similar investment securities in the absence of a liquid and active market for the securities being valued. As of September 30, 2013 and December 31, 2012, management made adjustments to prices provided by the third-party pricing service as a result of illiquid or inactive markets.

At September 30, 2013 and December 31, 2012, the Corporation’s pooled trust preferred security, ALESCO VII, was classified as Level 3. Market pricing for the Level 3 security varied widely from one pricing service to another based on the lack of trading. As such, the security was not considered to have readily observable market data that was accurate to support a fair value as prescribed by FASB ASC 820-10-05. The Corporation determined that significant adjustments using unobservable inputs are required to determine fair value at the measurement date.

The Corporation determined that an income approach valuation technique (present value technique) that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs will be equally or more representative of fair value than the market approach valuation technique used at the prior measurement dates. As a result, the Corporation used the discount rate adjustment technique to determine fair value.

The fair value of private label CMO was determined by discounting the expected cash flows over the life of the security. The discount rate was determined by deriving a discount rate when the markets were considered more active for this type of security. To this estimated discount rate, additions were made for more liquid markets and increased credit risk as well as assessing the risks in the security, such as default risk and severity risk. However, the private label CMO had interruptions of its scheduled principal payments and the Corporation recorded a net settlement principal loss of $24,000 for the nine months ended September 30, 2013; this security was sold at its book value on January 4, 2013.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

For financial assets and liabilities measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2013 and December 31, 2012 are as follows:

	31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

			Fair Value Measurements at Reporting Date Using
Assets Measured at Fair Value on a Recurring Basis	September 30, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
U.S. Treasury & agency securities	$	41,695	$	41,695	$	—	$	—
Federal agency obligations		20,746		—		20,746		—
Residential mortgage pass-through securities		50,942		—		50,942		—
Commercial mortgage pass-through securities		9,518		—		9,518		—
Obligations of U.S. states and political subdivisions		40,277		—		40,277		—
Trust preferred securities		19,537		—		19,443		94
Corporate bonds and notes		205,235		—		205,235		—
Asset-backed securities		16,228		—		16,228		—
Certificates of deposit		2,295		—		2,295		—
Equity securities		287		287		—		—
Mutual funds and money market funds		6,387		6,387		—		—
Investment securities available-for-sale	$	413,147	$	48,369	$	364,684	$	94

			Fair Value Measurements at Reporting Date Using
Assets Measured at Fair Value on a Recurring Basis	December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
U.S. treasury and agency securities	$	11,909	$	11,909	$	—	$	—
Federal agency obligations		20,535		—		20,535		—
Residential mortgage pass-through securities		53,784		—		53,784		—
Commercial mortgage pass-through securities		9,969		—		9,969		—
Obligations of U.S. states and political subdivisions		107,714		469		107,245		—
Trust preferred securities		21,249		—		21,213		36
Corporate bonds and notes		237,405		—		237,405		—
Collateralized mortgage obligations		2,120		—		2,120		—
Asset-backed securities		19,742		—		19,742		—
Certificates of deposit		2,865		—		2,865		—
Equity securities		325		325		—		—
Mutual funds and money market funds		9,198		9,198		—		—
Securities available-for-sale	$	496,815	$	21,901	$	474,878	$	36

The fair values used by the Corporation are obtained from an independent pricing service and represent either quoted market prices for the identical securities (Level 1 inputs) or fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems (Level 2). The fair value of the obligations of states and political subdivisions securities was measured at fair value using Level 1 inputs at December 31, 2012 represented the purchase price of the securities since they were acquired near year-end 2012.

	32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables present the changes in investment securities available-for-sale with significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2013 and 2012.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
	(in thousands)
Balance, beginning of the period	$	72	$	1,856	$	36	$	2,115
Interest payment deferrals		14		33		43		101
Principal repayments		—		(102)		—		(272)
Total net losses included in net income		—		(32)		—		(60)
Total net unrealized gains		8		296		15		167
Balance, end of the period	$	94	$	2,051	$	94	$	2,051

For the nine months ended September 30, 2013, there were no transfers of investment securities available-for-sale into or out of Level 1, Level 2, or Level 3 assets, except for securities purchased at year end included in Level 1, representing purchase prices, which subsequently were evaluated and placed in the appropriate Level depending on the observable inputs.

Assets Measured at Fair Value on a Non-Recurring Basis

For assets measured at fair value on a non-recurring basis, the unobservable inputs used to derive fair value measurements at September 30, 2013 and December 31, 2012 were as follows:

Impaired Loans	Valuation Techniques	Range of Unobservable Inputs
Residential	Appraisals of collateral value	Adjustment for age of comparable sales, generally a decline of 0-25%
Commercial	Discounted cash flow model	Discount rate from 0% to 6%
Commercial real estate	Appraisals of collateral value	Market capitalization rates between 8% to 12%. Market rental rates for similar properties
Construction	Appraisals of collateral value	Adjustment for age comparable sales. Generally a decline of 5% to no change

Other Real Estate Owned
Residential	Appraisals of collateral value	Adjustment for age of comparable sales, generally a decline of 0-25% and estimated selling costs of 6-8%
Commercial	Appraisals of collateral value	Adjustment for age of comparable sales, generally a decline of 15% to no change and estimated selling costs of 6-8%

			Fair Value Measurements at Reporting Date Using
Assets Measured at Fair Value on a Non-Recurring Basis	September 30, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Impaired loans	$	1,069	$	—	$	—	$	1,069
Other real estate owned		220		—		—		220

			Fair Value Measurements at Reporting Date Using
Assets Measured at Fair Value on a Non-Recurring Basis	December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Impaired loans	$	4,790	$	—	$	—	$	4,790
Other real estate owned		1,300		—		—		1,300

	33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following methods and assumptions were used to estimate the fair values of the Corporation’s assets measured at fair value on a non-recurring basis at September 30, 2013 and December 31, 2012.

Impaired Loans. The value of an impaired loan is measured based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if the loan is collateral dependent. Smaller balance homogeneous loans that are collectively evaluated for impairment, such as residential mortgage loans and installment loans, are specifically excluded from the impaired loan portfolio. The Corporation’s impaired loans are primarily collateral dependent. Impaired loans are individually assessed to determine that each loan’s carrying value is not in excess of the fair value of the related collateral or the present value of the expected future cash flows. Impaired loans at September 30, 2013 that required a valuation allowance during 2013 were $1.3 million with a related valuation allowance of $219,000 compared to $5.4 million with a related valuation allowance of $645,000 at December 31, 2012. Impaired loans that required a valuation allowance were $6.9 million with a related valuation allowance of $758,000 during the nine months ended September 30, 2012. Impaired loans of $1.5 million had no recorded valuation allowance for December 31, 2012.

Fair Value of Financial Instruments

Other Real Estate Owned. Other real estate owned (“OREO”) is measured at fair value less costs to sell, generally a decline of 0-25% for residential OREO and a decline of 15% to no change for commercial OREO. The Corporation believes that the fair value component in its valuation follows the provisions of FASB ASC 820-10-05. The fair value of OREO is determined by sales agreements or appraisals by qualified licensed appraisers approved and hired by the Corporation. Costs to sell associated with OREO is based on estimation per the terms and conditions of the sales agreements or appraisals.

FASB ASC 825-10 requires all entities to disclose the estimated fair value of their financial instrument assets and liabilities. For the Corporation, as for most financial institutions, the majority of its assets and liabilities are considered financial instruments as defined in FASB ASC 825-10. Many of the Corporation’s financial instruments, however, lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction. It is also the Corporation’s general practice and intent to hold its financial instruments to maturity and not to engage in trading or sales activities except for loans held-for-sale and investment securities available-for-sale. Therefore, significant estimations and assumptions, as well as present value calculations, were used by the Corporation for the purposes of this disclosure.

Investment Securities Held-to-Maturity. The fair value of the Corporation’s investment securities held-to-maturity was primarily measured using information from a third-party pricing service. If quoted prices were not available, fair values were estimated primarily by obtaining quoted prices for similar assets in active markets or through the use of pricing models. In cases where there may be limited or less transparent information provided by the Corporation’s third-party pricing service, fair value may be estimated by the use of secondary pricing services or through the use of non-binding third-party broker quotes.

Loans Held-for-Sale. Fair value is estimated using the prices of the Corporation’s existing commitments to sell such loans and/or the quoted market price for commitments to sell similar loans.

Loans. The fair value of the Corporation’s loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans were segregated by types such as commercial, residential and consumer loans. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments.

Non Interest-Bearing Deposits. The fair value for non interest-bearing deposits is equal to the amount payable on demand at the reporting date.

Interest-Bearing Deposits. The fair values of the Corporation’s interest-bearing deposits were estimated using discounted cash flow analyses. The discounted rates used were based on rates currently offered for deposits with similar remaining maturities. The fair values of the Corporation’s interest-bearing deposits do not take into consideration the value of the Corporation’s long-term relationships with depositors, which may have significant value.

Term Borrowings and Subordinated Debentures. The fair value of the Corporation’s long-term borrowings and subordinated debentures were calculated using a discounted cash flow approach and applying discount rates currently offered based on weighted remaining maturities.

Accrued Interest Receivable/Payable. The carrying amounts of accrued interest approximate fair value resulting in a Level 2 or Level 3 classification based on the level of the asset or liability with which the accrual is associated.

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Corporation’s financial instruments as of September 30, 2013 and December 31, 2012.

	34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

					Fair Value Measurements
	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
September 30, 2013
Financial assets
Cash and due from banks	$	33,557	$	33,557	$	33,557	$	—	$	—
Investment securities available-for-sale		413,147		413,147		48,369		364,684		94
Investment securities held-to-maturity		153,486		152,008		—		152,008		—
Restricted investment in bank stocks		8,986		8,986		—		8,986		—
Loans held for sale		101		101		101		—		—
Net loans		947,298		950,226		—		—		950,226
Accrued interest receivable		6,570		6,570		—		4,122		2,448

Financial liabilities
Non interest-bearing deposits		238,214		238,214		—		238,214		—
Interest-bearing deposits		1,076,103		1,076,997		—		1,076,997		—
Long-term borrowings		146,000		158,093		—		158,093		—
Subordinated debentures		5,155		5,145		—		5,145		—
Accrued interest payable		821		821		—		821		—

December 31, 2012
Financial assets
Cash and due from banks	$	104,134	$	104,134	$	104,134	$	—	$	—
Interest bearing deposits with banks		2,004		2,004		2,004		—		—
Investment securities available-for-sale		496,815		496,815		21,901		474,878		36
Investment securities held-to-maturity		58,064		62,431		—		62,431		—
Restricted investment in bank stocks		8,964		8,964		—		8,964		—
Loans held for sale		1,491		1,491		1,491		—		—
Net loans		879,435		897,030		—		—		897,030
Accrued interest receivable		6,849		6,849		—		4,465		2,384

Financial liabilities
Non interest-bearing deposits		215,071		215,071		—		215,071		—
Interest-bearing deposits		1,091,851		1,092,822		—		1,092,822		—
Long-term borrowings		146,000		162,992		—		162,992		—
Subordinated debentures		5,155		5,046		—		5,046		—
Accrued interest payable		874		874		—		874		—

	35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 9. Net Investment in Direct Financing Lease

During the second quarter of 2010, the Corporation entered into a lease of its former operations facility under a direct financing lease. The lease has a 15 year term with no renewal options. According to the terms of the lease, the lessee has an obligation to purchase the property underlying the lease in either year seven (7), ten (10) or fifteen (15) at predetermined prices for those years as provided in the lease. The structure of the minimum lease payments and the purchase prices as provided in the lease provide an inducement to the lessee to purchase the property in year seven (7).

At September 30, 2013 and December 31, 2012, the net investment in direct financing lease consists of a minimum lease receivable of $4,537,000 and $4,699,000, respectively, and unearned interest income of $781,000 and $928,000, respectively, for a net investment in direct financing lease of $3,756,000 and $3,771,000, respectively. The net investment in direct financing lease is carried as a component of loans in the Corporation’s consolidated statements of condition.

Minimum future lease receipts of the direct financing lease are as follows:

	September 30, 2013
For years ending December 31,	(in thousands)
2013	$	54
2014		216
2015		228
2016		265
2017		265
Thereafter		2,728
Total minimum future lease receipts	$	3,756

Note 10. Components of Net Periodic Pension Cost

The Corporation maintained a non-contributory defined benefit pension plan for substantially all of its employees until September 30, 2007, at which time the Corporation froze the plan. The following table sets forth the net periodic pension cost of the Corporation’s pension plan for the periods indicated.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
					(in thousands)
Interest cost	$	133	$	139	$	397	$	417
Net amortization and deferral		(29)		(21)		(85)		(63)
Net periodic pension cost	$	104	$	118	$	312	$	354

Contributions

The Corporation has completed funding for the 2013 plan year, having contributed $3,500,000 to its Pension Trust. The trust is established to provide retirement and other benefits for eligible employees and their beneficiaries. No part of the trust assets may be applied to any purpose other than providing benefits under the plan and for defraying expenses of administering the plan and the trust.

	36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 11. Income Taxes

For the nine months ended September 30, 2013, the Corporation recorded income tax expense of $5.7 million, compared with a $6.0 million income tax expense for the nine months ended September 30, 2012.

Note 12. Borrowed Funds

Short-Term Borrowings

Short-term borrowings, which consist primarily of securities sold under agreements to repurchase, Federal Home Loan Bank (“FHLB”) advances and federal funds purchased, generally have maturities of less than one year. The details of these short-term borrowings are presented in the following table.

	September 30, 2013			September 30, 2012
	(dollars in thousands)
Interest rate:
At quarter end		—	%		6.00	%
Average for the quarter		0.32	%		0.80	%
Average amount outstanding during the quarter	$	598		$	150
Maximum amount outstanding at any month end in the quarter	$	—		$	5,050
Amount outstanding at quarter end	$	—		$	50

Long-Term Borrowings

Long-term borrowings, which consist primarily of FHLB advances and securities sold under agreements to repurchase, totaled $146.0 million at September 30, 2013 and mature within four to eight years. The FHLB advances are secured by pledges of certain collateral, including but not limited to U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgages and commercial real estate loans.

At September 30, 2013 and December 31, 2012, FHLB advances had a weighted average interest rate of 3.44 percent and are contractually scheduled for repayment as follows:

	September 30, 2013
	(in thousands)
2016	$	20,000
Thereafter		95,000
Total	$	115,000

The Corporation has entered into agreements under which it has sold securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. The obligation to repurchase the securities is reflected as a liability in the Corporation’s consolidated statement of condition, while the securities underlying the securities sold under agreements to repurchase remain in the respective asset accounts and are delivered to and held as collateral by third party trustees. At September 30, 2013 and December 31, 2012, securities sold under agreements to repurchase had a weighted average interest rate of 5.90 percent and 5.54 percent, respectively, and are contractually scheduled for repayment as follows:

	September 30, 2013
	(in thousands)
After 2016	$	31,000
Total	$	31,000

	37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 13. Subordinated Debentures

During 2003, the Corporation formed a statutory business trust, which exists for the exclusive purpose of (i) issuing trust securities representing undivided beneficial interests in the assets of the trust; (ii) investing the gross proceeds of the trust securities in junior subordinated deferrable interest debentures (subordinated debentures) of the Corporation; and (iii) engaging in only those activities necessary or incidental thereto. These subordinated debentures and the related income effects are not eliminated in the consolidated financial statements as the statutory business trust is not consolidated in accordance with FASB ASC 810-10. Distributions on the subordinated debentures owned by the subsidiary trusts below have been classified as interest expense in the Consolidated Statements of Income.

The characteristics of the business trust and capital securities have not changed with the deconsolidation of the trust. The capital securities provide an attractive source of funds since they constitute Tier 1 capital for regulatory purposes and have the same tax advantages as debt for Federal income tax purposes.

The subordinated debentures are redeemable in whole or part prior to maturity on January 23, 2034. The floating interest rate on the subordinated debentures is three-month LIBOR plus 2.85 percent and resets quarterly. The rate at September 30, 2013 was 3.12 percent.

Note 14. Stockholders’ Equity

On January 12, 2009, the Corporation issued $10 million in nonvoting fixed rate cumulative perpetual preferred stock, Series A to the U.S. Department of Treasury (“Treasury”) under its Capital Purchase Program. As part of the transaction, the Corporation also issued warrants to the Treasury to purchase 173,410 shares of common stock of the Corporation at an exercise price of $8.65 per share. As a result of the successful completion of the Corporation’s rights offering in October 2009, the number of shares underlying the warrants held by the U.S. Treasury was reduced to 86,705 shares, or 50 percent of the original 173,410 shares, as outlined by the provisions of the Capital Purchase Program.

On September 15, 2011, the Corporation issued $11.25 million in nonvoting senior preferred stock to the Treasury under the Small Business Lending Fund Program (“SBLF Program”). Under the Securities Purchase Agreement, the Corporation issued to the Treasury a total of 11,250 shares of the Corporation’s Senior non-cumulative perpetual preferred stock, Series B, having a liquidation value of $1,000 per share. Simultaneously, using the proceeds from the issuance of the Series B Preferred Stock, the Corporation redeemed from the Treasury, all 10,000 outstanding shares of its fixed rate cumulative perpetual preferred stock, Series A, liquidation amount $1,000 per share, for a redemption price of $10,041,667, including accrued but unpaid dividends up to the date of redemption. The investment in the SBLF program provided the Corporation with approximately $1.25 million additional Tier 1 capital. The capital received under the program enables the Corporation to continue to serve its small business clients through the commercial lending program.

On December 7, 2011, the Corporation repurchased the warrants issued on January 12, 2009 to the Treasury as part of its participation in the Treasury’s TARP Capital Purchase Program. In the repurchase, the Corporation paid the Treasury $245,000 for the warrants.

Note 15. Subsequent Events

On October 30 and 31, 2013, the Corporation modified the terms of $40 million in FHLB advances within its long-term borrowings. The modifications resulted in a reduction of the interest rates on these funds, extension of their maturity dates to seven years from the date of modifications, and conversion of the advances to non-putable for three years. After the modifications, the weighted average interest rate on these borrowings declined by 52 basis points to 3.43 percent. There were no gains, losses, penalties or fees incurred in the modification transactions.

	38

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this analysis is to provide the reader with information relevant to understanding and assessing the Corporation’s results of operations for the periods presented herein and financial condition as of September 30, 2013 and December 31, 2012. In order to fully understand this analysis, the reader is encouraged to review the consolidated financial statements and accompanying notes thereto appearing elsewhere in this report.

Cautionary Statement Concerning Forward-Looking Statements

This report includes forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended, that involve inherent risks and uncertainties. This report contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Center Bancorp Inc. and its subsidiaries, including statements preceded by, followed by or that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” “remain,” “pattern” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions may increase significantly; (2) changes in the interest rate environment may reduce interest margins; (3) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions may vary substantially from period to period; (4) general economic conditions may be less favorable than expected; (5) political developments, sovereign debt problems, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (6) legislative or regulatory changes or actions may adversely affect the businesses in which Center Bancorp is engaged, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; (7) changes and trends in the securities markets may adversely impact Center Bancorp; (8) a delayed or incomplete resolution of regulatory issues could adversely impact planning by Center Bancorp; (9) the impact on reputation risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity could be significant; and (10) the outcome of regulatory and legal investigations and proceedings may not be anticipated. Further information on other factors that could affect the financial results of Center Bancorp is included in Item 1A. of Center Bancorp’s Annual Report on Form 10-K and in Center Bancorp’s other filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov and/or from Center Bancorp, Inc.

Critical Accounting Policies and Estimates

The accounting and reporting policies followed by Center Bancorp, Inc. and its subsidiaries (collectively, the “Corporation”) conform, in all material respects, to U.S. generally accepted accounting principles. In preparing the consolidated financial statements, management has made estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of condition and for the periods indicated in the consolidated statements of operations. Actual results could differ significantly from those estimates.

The Corporation’s accounting policies are fundamental to understanding Management’s Discussion and Analysis (“MD&A”) of financial condition and results of operations. The Corporation has identified the determination of the allowance for loan losses, the other-than-temporary impairment evaluation of securities, the evaluation of the impairment of goodwill and the evaluation of deferred tax assets to be critical because management must make subjective and/or complex judgments about matters that are inherently uncertain and could be most subject to revision as new information becomes available. Additional information on these policies is provided below.

Allowance for Loan Losses and Related Provision

The allowance for loan losses represents management’s estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, individual credit situation and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the consolidated statements of condition.

	39

The evaluation of the adequacy of the allowance for loan losses includes, among other factors, an analysis of historical loss rates by loan category applied to current loan totals. However, actual loan losses may be higher or lower than historical trends, which vary. Actual losses on specified problem loans, which also are provided for in the evaluation, may vary from estimated loss percentages, which are established based upon a limited number of potential loss classifications.

The allowance for loan losses is established through a provision for loan losses charged to expense. Management believes that the current allowance for loan losses will be adequate to absorb loan losses on existing loans that may become uncollectible based on the evaluation of known and inherent risks in the loan portfolio. The evaluation takes into consideration such factors as changes in the nature and size of the portfolio, overall portfolio quality, and specific problem loans and current economic conditions which may affect the borrowers’ ability to pay. The evaluation also details historical losses by loan category and the resulting loan loss rates which are projected for current loan total amounts. Loss estimates for specified problem loans are also detailed. All of the factors considered in the analysis of the adequacy of the allowance for loan losses may be subject to change. To the extent actual outcomes differ from management estimates, additional provisions for loan losses may be required that could materially adversely impact earnings in future periods. Additional information can be found in Note 1 of the Notes to Consolidated Financial Statements.

Other-Than-Temporary Impairment of Investment Securities

Investment securities are evaluated on at least a quarterly basis, and more frequently when market conditions warrant such an evaluation, to determine whether a decline in their value is other-than-temporary. FASB ASC 320-10-65 clarifies the interaction of the factors that should be considered when determining whether a debt security is other–than-temporarily impaired. For debt securities, management assesses whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery.

In instances when a determination is made that an other-than-temporary impairment exists but the investor does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated recovery. The other-than-temporary impairment is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.

Fair Value of Investment Securities

FASB ASC 820-10-35 clarifies the application of the provisions of FASB ASC 820-10-05 in an inactive market and how an entity would determine fair value in an inactive market. The Corporation applies the guidance in FASB ASC 820-10-35 when determining fair value for the Corporation’s private label collateralized mortgage obligations, pooled trust preferred securities and single name corporate trust preferred securities. See Note 8 of the Notes to Consolidated Financial Statements for further discussion.

FASB ASC 820-10-65 provides additional guidance for estimating fair value in accordance with FASB ASC 820-10-05 when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly.

Goodwill

The Corporation adopted the provisions of FASB ASC 350-10, which requires that goodwill be reported separate from other intangible assets in the Consolidated Statements of Condition and not be amortized but rather tested for impairment annually or more frequently if impairment indicators arise. No impairment charge was deemed necessary for the nine months ended September 30, 2013 and 2012.

Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the Corporation’s consolidated financial statements or tax returns.

Fluctuations in the actual outcome of these future tax consequences could impact the Corporation’s consolidated financial condition or results of operations. Note 11 of the 2012 form 10-K of the Notes to Consolidated Financial Statements includes additional discussion on the accounting for income taxes.

	40

Earnings

Net income available to common stockholders for the three months ended September 30, 2013 amounted to $5,066,000 compared to $4,426,000 for the comparable three-month period ended September 30, 2012. The Corporation recorded earnings per diluted common share of $0.31 for the three months ended September 30, 2013 as compared with earnings of $0.27 per diluted common share for the same three months in 2012. Dividends relating to the preferred stock issued to the U.S. Treasury reduced earnings per share by approximately $0.002 and $0.002 per fully diluted common share for the three month periods ended September 30, 2013 and 2012, respectively. The annualized return on average assets was 1.23 percent for the three months ended September 30, 2013, compared to 1.13 percent for the three months ended September 30, 2012. The annualized return on average stockholders’ equity was 12.53 percent for the three-month period ended September 30, 2013, compared to 11.67 percent for the three months ended September 30, 2012.

Net income available to common stockholders for the nine months ended September 30, 2013 amounted to $14,829,000 compared to $12,785,000 for the comparable nine-month period ended September 30, 2012. The Corporation recorded earnings per diluted common share of $0.91 for the nine months ended September 30, 2013 as compared with earnings of $0.78 per diluted common share for the same nine months in 2012. Dividends relating to the preferred stock issued to the U.S. Treasury reduced earnings per share by approximately $0.007 and $0.015 per fully diluted common share for the nine month periods ended September 30, 2013 and 2012, respectively. The annualized return on average assets was 1.23 percent for the nine months ended September 30, 2013, compared to 1.15 percent for nine months ended September 30, 2012. The annualized return on average stockholders’ equity was 12.15 percent for the nine-month period ended September 30, 2013, compared to 11.88 percent for the nine months ended September 30, 2012.

Net Interest Income and Margin

Net interest income is the difference between the interest earned on the portfolio of earning assets (principally loans and investments) and the interest paid for deposits and borrowings, which support these assets. Net interest income is presented on a tax-equivalent basis by adjusting tax-exempt income (primarily interest earned on obligations of state and political subdivisions) by the amount of income tax which would have been paid had the assets been invested in taxable issues. Net interest margin is defined as net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

The following table presents the components of net interest income on a tax-equivalent basis for the periods indicated.

Net Interest Income

(tax-equivalent basis)

	Three Months Ended September 30,									Nine Months Ended September 30,
					Increase		Percent							Increase		Percent
(dollars in thousands)	2013		2012		(Decrease)		Change			2013		2012		(Decrease)		Change
Interest income:
Investment securities (available for sale)	$	3,324	$	3,814	$	(490)		(12.8)	%	$	10,734	$	11,140	$	(406)		(3.6)	%
Investment securities (held to maturity)		1,590		632		958		151.6			3,400		2,023		1,377		68.1
Loans, including net costs		10,202		10,039		163		1.6			30,017		28,838		1,179		4.1
Restricted investment in bank stocks, at cost		99		110		(11)		(10.0)			306		342		(36)		(10.5)
Other interest-bearing deposits		—		3		(3)		(100.0)			2		7		(5)		(71.4)
Total interest income		15,215		14,598		617		4.2			44,459		42,350		2,109		5.0
Interest expense:
Time deposits $100 or more		206		203		3		1.5			665		637		28		4.4
All other deposits		1,124		1,124		—		—			3,232		3,406		(174)		(5.1)
Borrowings		1,489		1,608		(119)		(7.4)			4,407		4,892		(485)		(9.9)
Total interest expense		2,819		2,935		(116)		(4.0)			8,304		8,935		(631)		(7.1)
Net interest income on a tax-equivalent basis		12,396		11,663		733		6.3			36,155		33,415		2,740		8.2
Tax-equivalent adjustment (1)		(674)		(480)		(194)		40.4			(1,835)		(1,341)		(494)		36.8
Net interest income		11,722		11,183		539		4.8		$	34,320	$	32,074	$	2,246		7.0	%

(1) Computed using a federal income tax rate of 35 percent for 2013 and 2012.

	41

Net interest income on a tax-equivalent basis increased $733,000 or 6.3 percent to $12.4 million for the three months ended September 30, 2013 as compared to the same period in 2012. For the three months ended September 30, 2013, the net interest margin widened by 3 basis points to 3.31 percent from 3.28 percent during the three months ended September 30, 2012. For the three months ended September 30, 2013, a decrease in the average yield on interest-earning assets of 4 basis points was partially offset by a decrease in the average cost of interest-bearing liabilities of 4 basis points, resulting in a stabilization of the Corporation’s net interest spread for the periods. Net interest margin widening during the third quarter period of 2013 occurred primarily as result of a lower liquidity pool carried during the quarter.

Net interest income on a tax-equivalent basis increased $2.7 million or 8.2 percent to $36.2 million for the nine months ended September 30, 2013 as compared to the same period in 2012. For the nine months ended September 30, 2013, the net interest margin contracted 2 basis points to 3.30 percent from 3.32 percent during the nine months ended September 30, 2012. For the nine months ended September 30, 2013, a decrease in the average yield on interest-earning assets of 14 basis points was partially offset by a decrease in the average cost of interest-bearing liabilities of 10 basis points, resulting in a decrease in the Corporation’s net interest spread of 4 basis points for the period.

For the three-month period ended September 30, 2013, interest income on a tax-equivalent basis increased by $617,000 or 4.2 percent compared to the same three-month period in 2012. This increase in interest income was due primarily to a volume increase in loans and investment securities partially offset by a decline in yields on loans due to the lower interest rate environment. Average investment securities volume increased during the current three-month period by $8.0 million, to $568.0 million, compared to the third quarter of 2012. The loan portfolio increased on average $71.4 million, to $921.5 million, from an average of $850.1 million in the same quarter in 2012, reflecting net increases in commercial loans and commercial real estate related sectors of the loan portfolio. Average loans represented approximately 61.5 percent of average interest-earning assets during the third quarter of 2013 compared to 59.7 percent in the same quarter in 2012.

For the nine-month period ended September 30, 2013, interest income on a tax-equivalent basis increased by $2.1 million or 5.0 percent compared to the same three-month period in 2012. This increase in interest income was due primarily to a volume increase in loans and investment securities partially offset by a decline in yields due to the lower interest rate environment. Average investment securities volume increased during the current nine-month period by $24.4 million, to $557.1 million, compared to the same period of 2012. The loan portfolio increased on average $95.8 million, to $894.7 million, from an average of $798.9 million in the same period in 2012, reflecting net increases in commercial loans and commercial real estate related sectors of the loan portfolio. Average loans represented approximately 61.2 percent of average interest-earning assets during the first nine months of 2013 compared to 59.5 percent in the same nine months in 2012.

For the three months ended September 30, 2013, interest expense decreased $116,000, or 4.0 percent from the same period in 2012. The average rate of interest-bearing liabilities decreased 4 basis points to 0.91 percent for the three months ended September 30, 2013, from 0.95 percent for the three months ended September 30, 2012. At the same time, the volume of average interest-bearing liabilities increased by $7.4 million. This increase was primarily in money market, and other interest-bearing deposits of $23.4 million and $23.9 million, respectively, and was partially offset by decreases in savings deposits of $12.9 million, borrowings of $12.5 million and time deposits of $18.5 million. Since 2009 steps have been taken to improve the Corporation’s net interest margin by allowing the runoff of certain high rate deposits and to position the Corporation for further high-costing cash outflows. The result of these actions, together with the reduction in market interest rates, has been a decline in the Corporation’s average cost of funds. For the three months ended September 30, 2013 and 2012, the Corporation’s net interest spread on a tax-equivalent basis was 3.15 percent.

For the nine months ended September 30, 2013, interest expense decreased $631,000, or 7.1 percent from the same period in 2012. The average rate of interest-bearing liabilities decreased 10 basis points to 0.91 percent for the nine months ended September 30, 2013, from 1.01 percent for the nine months ended September 30, 2012. At the same time, the volume of average interest-bearing liabilities increased by $39.8 million. This increase was primarily in money market, savings, and other interest-bearing deposits of $39.5 million, $3.9 million and $26.4 million, respectively, and was partially offset by decreases in borrowings of $13.9 million and time deposits of $16.0 million. For the nine months ended September 30, 2013, the Corporation’s net interest spread on a tax-equivalent basis decreased 4 basis points to 3.15 percent, from 3.19 percent for the nine months ended September 30, 2012.

	42

The following table quantifies the impact on net interest income on a tax-equivalent basis resulting from changes in average balances and average rates during the three month periods presented. Any change in interest income or expense attributable to both changes in volume and changes in rate has been allocated in proportion to the relationship of the absolute dollar amount of change in each category.

Analysis of Variance in Net Interest Income Due to Changes in Volume and Rates

	Three Months Ended September 30, 2013 and 2012 Increase (Decrease) Due to Change in:						Nine Months Ended September 30, 2013 and 2012 Increase (Decrease) Due to Change in:
(tax-equivalent basis, in thousands)	Average Volume		Average Rate		Net Change		Average Volume		Average Rate		Net Change

Interest-earning assets:
Investment securities:
Available-for-sale
Taxable	$	(293)	$	224	$	(69)	$	(217)	$	(36)	$	(253)
Tax-exempt		(518)		97		(421)		(105)		(48)		(153)
Held-to-maturity
Taxable		32		106		138		(260)		227		(33)
Tax-exempt		981		(161)		820		1,759		(349)		1,410
Total investment securities		202		266		468		1,177		(206)		971
Loans		814		(651)		163		3,364		(2,185)		1,179
Restricted investment in bank stocks		(2)		(9)		(11)		(5)		—		(5)
Other interest bearing deposits		—		(3)		(3)		(7)		(29)		(36)
Total interest-earning assets		1,014		(397)		617		4,529		(2,420)		2,109

Interest-bearing liabilities:
Money market deposits		30		40		70		128		(15)		113
Savings deposits		(11)		(3)		(14)		11		(63)		(52)
Time deposits		47		(135)		(88)		(116)		(113)		(229)
Other interest-bearing deposits		24		11		35		82		(60)		22
Total interest-bearing deposits		90		(87)		3		105		(251)		(146)
Borrowings and subordinated debentures		(124)		5		(119)		(408)		(77)		(485)
Total interest-bearing liabilities		(34)		(82)		(116)		(303)		(328)		(631)
Change in net interest income	$	1,048	$	(315)	$	733	$	4,832	$	(2,092)	$	2,740

	43

The following tables, “Average Statements of Condition with Interest and Average Rates”, present for the three and nine months ended September 30, 2013 and 2012, the Corporation’s average assets, liabilities and stockholders’ equity. The Corporation’s net interest income, net interest spread and net interest margin are also reflected.

Average Statements of Condition with Interest and Average Rates

	Three Months Ended September 30,
	2013							2012
(tax-equivalent basis)	Average Balance		Interest Income/ Expense		Average Rate			Average Balance		Interest Income/ Expense		Average Rate
	(dollars in thousands)
Assets
Interest-earning assets:
Investment securities (1) :
Available-for-sale
Taxable	$	379,714	$	2,834		2.99	%	$	420,423	$	2,903		2.76	%
Tax-exempt		38,170		490		5.13			79,298		911		4.60
Held-to-maturity
Taxable		35,588		309		3.47			30,554		171		2.24
Tax-exempt		114,499		1,281		4.48			29,721		461		6.20
Total investment securities		567,971		4,914		3.46			559,996		4,446		3.18
Loans (2)		921,523		10,202		4.43			850,059		10,039		4.72
Restricted investment in bank stocks		8,986		99		4.41			9,143		110		4.81
Other interest-bearing deposits		—		—		—			3,816		3		0.31
Total interest-earning assets		1,498,480		15,215		4.06			1,423,014		14,598		4.10
Non interest-earning assets:
Cash and due from banks		79,494							90,385
Bank-owned life insurance		35,324							29,539
Intangible assets		16,838							16,874
Other assets		32,076							31,418
Allowance for loan losses		(10,200)							(10,197)
Total non interest-earning assets		153,532							158,019
Total assets	$	1,652,012						$	1,581,033
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Money market deposits	$	427,387	$	485		0.45	%	$	400,026	$	415		0.41	%
Savings deposits		182,382		151		0.33			195,302		165		0.34
Time deposits		170,996		381		0.89			189,468		469		0.99
Other interest-bearing deposits		305,992		313		0.41			282,053		278		0.39
Total interest-bearing deposits		1,086,757		1,330		0.49			1,066,849		1,327		0.50
Short-term and long-term borrowings		146,598		1,449		3.95			159,139		1,566		3.94
Subordinated debentures		5,155		40		3.10			5,155		42		3.26
Total interest-bearing liabilities		1,238,510		2,819		0.91			1,231,143		2,935		0.95
Non interest-bearing liabilities:
Demand deposits		238,194							183,858
Other liabilities		12,751							13,346
Total non interest-bearing liabilities		250,945							197,204
Stockholders’ equity		162,557							152,686
Total liabilities and stockholders’ equity	$	1,652,012						$	1,581,033
Net interest income (tax-equivalent basis)				12,396							11,663
Net interest spread						3.15	%						3.15	%
Net interest margin (3)						3.31	%						3.28	%
Tax-equivalent adjustment (4)				(674)							(480)
Net interest income			$	11,722						$	11,183

(1)	Average balances are based on amortized cost.
(2)	Average balances include loans on non-accrual status.
(3)	Represents net interest income as a percentage of total average interest-earning assets.
(4)	Computed using a federal income tax rate of 35 percent for 2013 and 2012.

	44

Average Statements of Condition with Interest and Average Rates

	Nine Months Ended September 30,
	2013							2012
(tax-equivalent basis)	Average Balance		Interest Income/ Expense		Average Rate			Average Balance		Interest Income/ Expense		Average Rate
	(dollars in thousands)
Assets
Interest-earning assets:
Investment securities (1) :
Available-for-sale
Taxable	$	385,266	$	8,359		2.89	%	$	395,273	$	8,612		2.90	%
Tax-exempt		67,998		2,375		4.66			70,989		2,528		4.75
Held-to-maturity
Taxable		25,785		686		3.55			37,287		719		2.57
Tax-exempt		78,068		2,714		4.64			29,125		1,304		5.97
Total investment securities		557,117		14,134		3.38			532,674		13,163		3.29
Loans (2)		894,712		30,017		4.47			798,939		28,838		4.81
Restricted investment in bank stocks		8,982		306		4.54			9,173		342		4.97
Other interest-bearing deposits		470		2		0.57			3,022		7		0.31
Total interest-earning assets		1,461,281		44,459		4.06			1,343,808		42,350		4.20
Non interest-earning assets:
Cash and due from banks		89,489							101,974
Bank-owned life insurance		35,091							29,296
Intangible assets		16,846							16,885
Other assets		31,185							31,703
Allowance for loan losses		(10,214)							(9,899)
Total non interest-earning assets		162,397							169,959
Total assets	$	1,623,678						$	1,513,767
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Money market deposits	$	402,656	$	1,303		0.43	%	$	363,159	$	1,190		0.44	%
Savings deposits		193,153		481		0.33			189,294		533		0.38
Time deposits		174,142		1,213		0.93			190,105		1,442		1.01
Other interest-bearing deposits		299,332		900		0.40			272,976		878		0.43
Total interest-bearing deposits		1,069,283		3,897		0.49			1,015,534		4,043		0.53
Short-term and long-term borrowings		146,568		4,288		3.90			160,496		4,765		3.96
Subordinated debentures		5,155		119		3.08			5,155		127		3.28
Total interest-bearing liabilities		1,221,006		8,304		0.91			1,181,185		8,935		1.01
Non interest-bearing liabilities:
Demand deposits		223,766							175,041
Other liabilities		14,975							11,283
Total non interest-bearing liabilities		238,741							186,324
Stockholders’ equity		163,931							146,258
Total liabilities and stockholders’ equity	$	1,623,678						$	1,513,767
Net interest income (tax-equivalent basis)				36,155							33,415
Net interest spread						3.15	%						3.19	%
Net interest margin (3)						3.30	%						3.32	%
Tax-equivalent adjustment (4)				(1,835)							(1,341)
Net interest income			$	34,320						$	32,074

(1)	Average balances are based on amortized cost.
(2)	Average balances include loans on non-accrual status.
(3)	Represents net interest income as a percentage of total average interest-earning assets.
(4)	Computed using a federal income tax rate of 35 percent for 2013 and 2012.

	45

Investment Portfolio

At September 30, 2013, the principal components of the investment securities portfolio were corporate bonds and notes, U.S. Treasury and agency obligations, federal agency obligations, mortgage-backed securities, obligations of U.S. states and political subdivisions, trust preferred securities, asset backed securities and equity securities.

During the nine months ended September 30, 2013, approximately $90.8 million in investment securities were sold from the available-for-sale portfolio. The cash flow from the sale of investment securities was primarily used to purchase new securities. The Corporation’s sales from its available-for-sale investment portfolio reflect continued volatility present in the market. Given the historic low interest rates prevalent in the market, it is necessary for the Corporation to protect itself from interest rate exposure. Securities that once appeared to be sound investments can, after changes in the market, become securities that the Corporation must sell in order to avoid losses and mismatches of interest-earning assets and interest-bearing liabilities.

For the three months ended September 30, 2013, average investment securities increased $8.0 million to approximately $568.0 million, or 37.9 percent of average interest-earning assets, from $560.0 million on average, or 39.4 percent of average interest-earning assets, for the comparable period in 2012. For the nine months ended September 30, 2013, average investment securities increased $24.4 million to approximately $557.1 million, or 38.1 percent of average interest-earning assets, from $532.7 million on average, or 39.6 percent of average interest-earning assets, for the comparable period in 2012.

During the three month period ended September 30, 2013, the volume-related factors applicable to the investment portfolio increased interest income by approximately $202,000 while rate-related changes resulted in an increase in interest income of approximately $266,000 from the same period in 2012. The tax-equivalent yield on investments increased by 28 basis points to 3.46 percent from a yield of 3.18 percent during the comparable period in 2012. The yield on the taxable investment portfolio was 3.03 percent for the three months ended September 30, 2013 compared to 2.73 percent for the comparable period in 2012. An increase in the volume of tax exempt municipal securities during the period of $43.7 million was offset by a decrease of 39 basis points in the yield on the tax exempt portfolio.

During the nine month period ended September 30, 2013, the volume-related factors applicable to the investment portfolio increased interest income by approximately $1.2 million while rate-related changes resulted in a decrease in interest income of approximately $206,000 from the same period in 2012. The tax-equivalent yield on investments increased by 9 basis points to 3.38 percent from a yield of 3.29 percent during the comparable period in 2012. The 3 basis point increase in taxable yield was partially offset by a decrease in the yield of tax exempt municipal securities during the period.

For the nine months ended September 30, 2013, the Corporation recorded principal losses of $24,000 on a variable rate CMO, which was sold. See Note 6 of the Notes to the Consolidated Financial Statements for further discussion.

At September 30, 2013, net unrealized gains on investment securities available-for-sale, which are carried as a component of accumulated other comprehensive income and included in stockholders’ equity, net of tax, amounted to $1.5 million as compared with net unrealized gains of $8.8 million at December 31, 2012. At September 30, 2013, the net unrealized gains on investment securities held-to-maturity that were transferred from securities available-for-sale, are carried, net of tax, as a component of accumulated other comprehensive income and included in stockholders’ equity. The gross unrealized losses associated with agency securities and federal agency obligations, mortgage-backed securities, corporate bonds and tax-exempt securities are not considered to be other-than-temporary because their unrealized losses are related to changes in interest rates and do not affect the expected cash flows of the underlying collateral or issuer.

	46

Loan Portfolio

Lending is one of the Corporation’s primary business activities. The Corporation’s loan portfolio consists of commercial, residential and retail loans, serving the diverse customer base in its market area. The composition of the Corporation’s portfolio continues to change due to the local economy. Factors such as the economic climate, interest rates, real estate values and employment all contribute to these changes. Growth is generated through business development efforts, repeat customer requests for new financings, penetration into existing markets and entry into new markets.

The Corporation seeks to create growth in commercial lending by offering customer-focused products and competitive pricing and by capitalizing on the positive trends in its market area. Products offered are designed to meet the financial requirements of the Corporation’s customers. It is the objective of the Corporation’s credit policies to diversify the commercial loan portfolio to limit concentrations in any single industry.

At September 30, 2013, total loans amounted to $957.5 million, an increase of $67.8 million or 7.6 percent as compared to December 31, 2012. For the three-month period ended September 30, 2013, growth of $65.0 million and $39.8 million in the commercial and industrial and commercial real estate portfolios, $1.9 million in the construction portfolio and $193,000 in the installment loan portfolio was partially offset by a decrease of $19.5 million in residential mortgage loans compared to September 30, 2012. Total gross loans recorded in the quarter included $108.9 million of new loans and advances, offset by payoffs and principal payments of $54.7 million.

At September 30, 2013, the Corporation had $47.2 million in outstanding loan commitments which are expected to fund over the next 90 days.

Average total loans increased $71.5 million or 8.4 percent for the three months ended September 30, 2013 as compared to the same period in 2012, while the average yield on loans decreased by 29 basis points as compared with the same period in 2012. The decrease in the average yield on loans was primarily the result of lower market interest rates on the repricing of existing loans and the origination of new loans. The increase in average total loan volume was due primarily to increased customer activity and new lending relationships. The volume-related factors during the three month period contributed increased interest income of $814,000, while the rate-related changes decreased interest income by $651,000.

Average total loans increased $95.8 million or 12.0 percent for the nine months ended September 30, 2013 as compared to the same period in 2012, while the average yield on loans decreased by 34 basis points as compared with the same period in 2012.

Allowance for Loan Losses and Related Provision

The purpose of the allowance for loan losses (the “allowance”) is to absorb the impact of losses inherent in the loan portfolio. Additions to the allowance are made through provisions charged against current operations and through recoveries made on loans previously charged-off. The allowance for loan losses is maintained at an amount considered adequate by management to provide for probable credit losses inherent in the loan portfolio based upon a periodic evaluation of the portfolio’s risk characteristics. In establishing an appropriate allowance, an assessment of the individual borrowers, a determination of the value of the underlying collateral, a review of historical loss experience and an analysis of the levels and trends of loan categories, delinquencies and problem loans are considered. Such factors as the level and trend of interest rates and current economic conditions and peer group statistics are also reviewed. Given the extraordinary economic volatility impacting national, regional and local markets, the Corporation’s analysis of its allowance for loan losses takes into consideration the potential impact that current trends may have on the Corporation’s borrower base.

Although management uses the best information available, the level of the allowance for loan losses remains an estimate, which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to increase the allowance based on their analysis of information available to them at the time of their examination. Furthermore, the majority of the Corporation’s loans are secured by real estate in the State of New Jersey. Future adjustments to the allowance may be necessary due to economic factors impacting New Jersey real estate and the economy in general, as well as operating, regulatory and other conditions beyond the Corporation’s control.

	47

At September 30, 2013, the level of the allowance was $10,194,000 as compared to $10,237,000 at December 31, 2012. Provisions to the allowance for the three-month period ended September 30, 2013 totaled $0 compared to $225,000 for the same period in 2012. The net charge offs were $8,000 for the three months ended September 30, 2013 compared to $206,000 in net charge offs for the three months ended September 30, 2012, bringing the Corporation’s net charge offs to $43,000 for the nine months of 2013 compared to net recoveries of $413,000 for the same period of 2012. The allowance for loan losses as a percentage of total loans amounted to 1.06 percent at September 30, 2013 compared to 1.15 percent at December 31, 2012.

The level of the allowance for the respective periods of 2013 and 2012 reflects the credit quality within the loan portfolio, the loan volume recorded during the periods, the changing composition of the commercial and residential real estate loan portfolios and other related factors. In management’s view, the level of the allowance at September 30, 2013 is adequate to cover losses inherent in the loan portfolio. Management’s judgment regarding the adequacy of the allowance constitutes a “Forward-Looking Statement” under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from management’s analysis, based principally upon the factors considered by management in establishing the allowance.

Changes in the allowance for loan losses are presented in the following table for the periods indicated.

	Nine Months Ended September 30,
	2013			2012
	(dollars in thousands)
Average loans for the period	$	894,712		$	798,939
Total loans at end of period		957,492			869,998

Analysis of the Allowance for Loan Losses:
Balance — beginning of year	$	10,237		$	9,602
Charge-offs:
Commercial and industrial		(6)			—
Commercial real estate loans		(50)			—
Residential mortgage loans		—			(207)
Installment loans		(20)			(11)
Total charge-offs		(76)			(218)
Recoveries:
Commercial and industrial		21			—
Commercial real estate		8			—
Construction		—			540
Residential mortgage loans		—			85
Installment loans		4			6
Total recoveries		33			631
Net (charge-offs) recoveries		(43)			413
Provision for loan losses		—			225
Balance — end of period	$	10,194		$	10,240
Ratio of net charge-offs (recoveries) during the period to average loans during the period ⁽¹⁾		N/M			(0.07)	%
Allowance for loan losses as a percentage of total loans		1.06	%		1.18	%

(1)	Annualized.

N/M – not meaningful.

	48

Asset Quality

The Corporation manages asset quality and credit risk by maintaining diversification in its loan portfolio and through review processes that include analysis of credit requests and ongoing examination of outstanding loans, delinquencies, and potential problem loans, with particular attention to portfolio dynamics and mix. The Corporation strives to identify loans experiencing difficulty early enough to correct the problems, to record charge-offs promptly based on realistic assessments of current collateral values and cash flows, and to maintain an adequate allowance for loan losses at all times.

It is generally the Corporation’s policy to discontinue interest accruals once a loan is past due as to interest or principal payments for a period of ninety days. When a loan is placed on non-accrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current income. Payments received on non-accrual loans are applied against principal. A loan may be restored to an accruing basis when it again becomes well-secured, all past due amounts have been collected and the borrower continues to make payments for the next six months on a timely basis. Accruing loans past due 90 days or more are generally well-secured and in the process of collection.

Non-Performing Assets and Troubled Debt Restructured Loans

Non-performing loans include non-accrual loans and accruing loans past due 90 days or more. Non-accrual loans represent loans on which interest accruals have been suspended. In general, it is the policy of management to consider the charge-off of loans at the point they become past due in excess of 90 days, with the exception of loans that are both well-secured and in the process of collection. Non-performing assets include non-performing loans and other real estate owned. Performing troubled debt restructured loans represent loans to borrowers experiencing financial difficulties on which a concession was granted, such as a reduction in interest rate below the current market rate for new debt with similar risks, or modified repayment terms, and are performing under the restructured terms. Such loans, as restructured, are not included within the Corporation’s non-performing loans.

The following table sets forth, as of the dates indicated, the amount of the Corporation’s non-accrual loans, accruing loans past due 90 days or more, other real estate owned and troubled debt restructured loans.

	September 30, 2013		December 31, 2012
	(in thousands)
Non-accrual loans	$	2,032	$	3,616
Accruing loans past due 90 days or more		—		55
Total non-performing loans		2,032		3,671
Other real estate owned		220		1,300
Total non-performing assets	$	2,252	$	4,971
Troubled debt restructured loans — performing	$	1,658	$	6,813

At September 30, 2013, non-performing assets totaled $2.3 million, or 0.14 percent of total assets, as compared with $5.5 million, or 0.34 percent of total assets, at September 30, 2012 and $5.0 million, or 0.31 percent, at December 31, 2012. The decrease from September 30, 2012 reflects the ability to satisfactorily work out the problem loans that exist. The largest component of the remaining non-accrual loans is comprised of one relationship totaling $618,000, or 30.4 percent of the total, secured by a senior lien on a residential property, located in Morris County, New Jersey.

The Corporation held $220,000 in other real estate owned at September 30, 2013 and $1.3 million at December 31, 2012, respectively.

Troubled debt restructured loans totaled $2.8 million at September 30, 2013 and $8.3 million at December 31, 2012. A total of $1.66 million and $6.81 million of troubled debt restructured loans were performing pursuant to the terms of their respective modifications at September 30, 2013 and December 31, 2012, respectively.

	49

Overall credit quality in the Bank’s loan portfolio at September 30, 2013 remained relatively strong. Other known “potential problem loans” (as defined by SEC regulations), some of which are non-performing loans and are included in the table above, as of September 30, 2013 have been identified and internally risk-rated as assets specially mentioned or substandard. Such loans amounted to $31.7 million and $47.4 million at September 30, 2013 and December 31, 2012, respectively. The improvement in credit quality occurred as the commercial and industrial loans decreased $7.8 million in special mention and $7.9 million in the substandard category. Commercial real estate loans decreased $31.4 million in special mention and decreased $5.6 million in the substandard category. Residential mortgage loans decreased $12,000 in special mention and decreased in the substandard category by $2.0 million. Construction loans decreased $810,000 in the special mention category and decreased $77,000 in the substandard category. Installment loans decreased $13,000 in the substandard category. These loans are considered potential problem loans due to a variety of changing conditions affecting the credits, including general economic conditions and/or conditions applicable to the specific borrowers. The Corporation has no foreign loans.

At September 30, 2013, other than the loans set forth above, the Corporation is not aware of any loans which present serious doubts as to the ability of its borrowers to comply with present loan repayment terms and which are expected to fall into one of the categories set forth in the tables or descriptions above.

Other Income

The following table presents the principal categories of other income for the periods indicated.

	Three Months Ended September 30,								Nine Months Ended September 30,
					Increase		Percent						Increase		Percent
(dollars in thousands)	2013		2012		(Decrease)		Change		2013		2012		(Decrease)		Change
Service charges, commissions and fees	$	483	$	459	$	24	5.2	%	$	1,340	$	1,326	$	14	1.1	%
Annuities and insurance commission		92		45		47	104.4			338		137		201	146.7
Bank-owned life insurance		265		239		26	10.9			1,104		736		368	50.0
Net investment securities gains		343		763		(420)	(55.0)			1,262		2,213		(951)	(43.0)
Loan related fees		297		89		208	233.7			550		291		259	89.0
Net gains on sales of loans held for sale		26		84		(58)	(69.0)			255		313		(58)	(18.5)
Bargain gain on acquisition		—		899		(899)	(100.0)			—		899		(899)	(100.0)
All other		37		57		(20)	(35.1)			246		279		(33)	(11.8)
Total other income	$	1,543	$	2,635	$	(1,092)	(41.4)	%	$	5,095	$	6,194	$	(1,099)	(17.7)	%

For the three months ended September 30, 2013, total other income amounted to $1.5 million, compared to total other income of $2.6 million for the same period in 2012. The decrease of $1.1 million for the three months ended September 30, 2013 was primarily the result of lower net investment securities gains (decreasing to $343,000 for the three months ended September 30, 2013 from net investment gains of $763,000 for the same period last year). Excluding net investment securities gains and a bargain gain of $899,000, the Corporation recorded total other income of $1.2 million for the three months ended September 30, 2013, compared to $973,000 for the three months ended September 30, 2012. This increase reflected increases of $24,000 in service charges, $47,000 in annuity and insurance commissions, $26,000 in bank-owned life insurance and $208,000 in loan related fees, offset by a $58,000 decrease in net gains on sales of loans held for sale and $20,000 in all other income.

For the nine months ended September 30, 2013, total other income decreased $1.1 million compared to the same period in 2012, primarily as a result of decreases in net investment gains and losses and a bargain gain. Excluding net investment securities gains and a bargain gain, the Corporation recorded total other income of $3.8 million for the nine months ended September 30, 2013, compared to $3.1 million for the nine months ended September 30, 2012. The increases in other income categories for the nine months ended September 30, 2013 were recorded primarily in service charges of $14,000, annuity and insurance commissions of $201,000, $368,000 in bank-owned life insurance (including $291,000 in death benefits) and $259,000 in loan related fees, offset by a decrease of $58,000 in net gain on sales of loans held for sale, and $33,000 in all other income.

	50

Other Expense

The following table presents the principal categories of other expense for the periods indicated.

	Three Months Ended September 30,								Nine Months Ended September 30,
					Increase		Percent						Increase		Percent
(dollars in thousands)	2013		2012		(Decrease)		Change		2013		2012		(Decrease)		Change
Salaries and employee benefits	$	3,247	$	3,193	$	54	1.7	%	$	10,072	$	9,366	$	706		7.5	%
Occupancy and equipment		839		739		100	13.5			2,556		2,045		511		25.0
FDIC insurance		283		292		(9)	(3.1)			804		861		(57)		(6.6)
Professional and consulting		352		277		75	27.1			801		817		(16)		(2.0)
Stationery and printing		62		69		(7)	(10.1)			225		249		(24)		(9.6)
Marketing and advertising		94		64		30	46.9			257		151		106		70.2
Computer expense		362		366		(4)	(1.1)			1,058		1,081		(23)		(2.1)
Other real estate owned, net		7		65		(58)	(89.2)			133		149		(16)		(10.7)
Repurchase agreement prepayment and termination fees		—		1,012		(1,012)	(100.0)			—		1,012		(1,012)		(100.0)
Acquisition cost		—		472		(472)	(100.0)			—		472		(472)		(100.0)
All other		959		958		1	0.1			2,913		2,801		112		4.0
Total other expense	$	6,205	$	7,507	$	(1,302)	(17.3)	%	$	18,819	$	19,004	$	(185)		(1.0)	%

For the three months ended September 30, 2013, total other expense decreased $1.3 million, or 17.3 percent, from the comparable three months ended September 30, 2012. Excluding the repurchase agreement prepayment and termination fees of $1,012,000 and acquisition cost of $472,000 recognized in the quarter ended September 30, 2012, other expense increased $182,000 or 3.0 percent. This was primarily attributable to increases in salaries and employee benefits of $54,000, occupancy and equipment of $100,000, professional and consulting of $75,000 and marketing and advertising of $30,000, partially offset by decreases in FDIC insurance of $9,000, stationery and printing of $7,000, computer expense of $4,000 and other real estate owned expense of $58,000. For the nine months ended September 30, 2013, total other expense decreased $185,000, or 1.0 percent from the same period in 2012. Excluding the repurchase agreement prepayment and termination fees of $1,012,000, and acquisition cost of $472,000, other expense increased $1.3 million, or 7.4 percent.

Salaries and employee benefits expense for the quarter ended September 30, 2013 increased $54,000 or 1.7 percent over the comparable period in the prior year. For the nine months ended September 30, 2013, salaries and employee benefits expense increased $706,000, or 7.5 percent. The increases resulted from operating the Saddle River, Oakland and Englewood branches for the nine months of 2013 and opening of the Princeton branch in the second quarter of 2013. Full-time equivalent staffing levels were 169 at September 30, 2013 and 174 at September 30, 2012.

Occupancy and equipment expense for the quarter ended September 30, 2013 increased $100,000, or 13.5 percent, from the comparable three-month period in 2012. The increase for the quarter was primarily attributable to higher rent expense of $62,000, utilities expense of $16,000 and building and equipment expenses of $28,000. For the nine months ended September 30, 2013, occupancy and equipment expense increased $511,000, or 25.0 percent from the same period last year. The increase was primarily attributable to increases of $288,000 in rent expense, $137,000 in building and equipment expense, $12,000 in real estate taxes, $36,000 in utilities, $4,000 in depreciation expense and $31,000 in insurance expense.

FDIC insurance expense decreased $9,000, or 3.1 percent, for the three months ended September 30, 2013 compared to the same period in 2012. For the nine months ended September 30, 2013, FDIC insurance expense decreased $57,000 compared to the same period in 2012. The decreases were due to a lower assessment rate.

Marketing and advertising expense increased $30,000 or 46.9 percent for the three months ended September 30, 2013 compared to the same period in 2012. The increase was caused by increased print and other media expense associated with the Corporation’s Englewood Banking Center, loan product promotion and private banking wealth management promotion. For the nine months ended September 30, 2013, marketing and adverting expense increased $106,000, or 70.2 percent, from the comparable period in 2012.

Professional and consulting expense for the three months ended September 30, 2013 increased $75,000, or 27.1 percent, compared to the comparable quarter of 2012, reflecting higher expenses related to loan workout. For the nine months ended September 30, 2013, professional and consulting expense decreased $16,000, or 2.0 percent, from the comparable period in 2012.

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Stationery and printing expense decreased $7,000 or 10.1 percent for the three months ended September 30, 2013 compared to the same period in 2012. For the nine months ended September 30, 2013, stationery and printing expense decreased $24,000 or 9.6 percent.

Computer expense decreased $4,000 or 1.1 percent for the three months ended September 30, 2013. For the nine months ended September 30, 2013, computer expense decreased $23,000 or 2.1 percent.

Other real estate owned expense decreased $58,000 or 89.2 percent for the three months ended September 30, 2013 compared to the same quarter of 2012. For the nine months ended September 30, 2013, other real estate owned expense decreased $16,000 or 10.7 percent.

All other expense for the three months ended September 30, 2013 increased $1,000, or 0.1 percent, compared to the same quarter of 2012. For the nine months ended September 30, 2013, all other expense increased $112,000, or 4.0 percent compared to the same period in 2012.

Provision for Income Taxes

For the quarter ended September 30, 2013, the Corporation recorded income tax expense of $2.0 million, compared with $1.6 million of income tax expense for the quarter ended September 30, 2012. The effective tax rates for the quarterly periods ended September 30, 2013 and 2012 were 27.8 percent and 26.8 percent, respectively. The higher effective tax rate in the third quarter of 2013 was primarily due to higher income before income tax expense offset in part by the formation of a tax advantaged subsidiary in the fourth quarter of 2012 and a higher level of tax advantaged revenues from tax exempt investment securities, loans and bank-owned life insurance.

For the nine months ended September 30, 2013, income tax expense amounted to $5.7 million compared with $6.0 million of income tax expense for the comparable period in 2012. The effective tax rates for the respective nine-month periods ended September 30, 2013 and 2012 were 27.5 percent and 31.5 percent, respectively.

Recent Accounting Pronouncements

Note 4 of the Notes to Consolidated Financial Statements discusses the expected impact of accounting pronouncements recently issued or proposed and adopted or not yet required to be adopted.

Asset and Liability Management

Asset and liability management encompasses an analysis of market risk, the control of interest rate risk (interest sensitivity management) and the ongoing maintenance and planning of liquidity and capital. The composition of the Corporation’s statement of condition is planned and monitored by the Bank’s Asset and Liability Committee (“ALCO”). In general, management’s objective is to optimize net interest income and minimize market risk and interest rate risk by monitoring the components of the statement of condition and the interaction of interest rates.

Short-term interest rate exposure analysis is supplemented with an interest sensitivity gap model. The Corporation utilizes interest sensitivity analysis to measure the responsiveness of net interest income to changes in interest rate levels. Interest rate risk arises when an earning asset matures or when its interest rate changes in a time period different than that of a supporting interest-bearing liability, or when an interest-bearing liability matures or when its interest rate changes in a time period different than that of an earning asset that it supports. While the Corporation matches only a small portion of specific assets and liabilities, total earning assets and interest-bearing liabilities are grouped to determine the overall interest rate risk within a number of specific time frames. The difference between interest-sensitive assets and interest-sensitive liabilities is referred to as the interest sensitivity gap. At any given point in time, the Corporation may be in an asset-sensitive position, whereby its interest-sensitive assets exceed its interest-sensitive liabilities, or in a liability-sensitive position, whereby its interest-sensitive liabilities exceed its interest-sensitive assets, depending in part on management’s judgment as to projected interest rate trends.

The Corporation’s interest rate sensitivity position in each time frame may be expressed as assets less liabilities, as liabilities less assets, or as the ratio between rate sensitive assets (“RSA”) and rate sensitive liabilities (“RSL”). For example, a short-funded position (liabilities repricing before assets) would be expressed as a net negative position, when period gaps are computed by subtracting repricing liabilities from repricing assets. When using the ratio method, a RSA/RSL ratio of 1 indicates a balanced position, a ratio greater than 1 indicates an asset-sensitive position and a ratio less than 1 indicates a liability-sensitive position.

A negative gap and/or a rate sensitivity ratio less than 1 tends to expand net interest margins in a falling rate environment and reduce net interest margins in a rising rate environment. Conversely, when a positive gap occurs, generally margins expand in a rising rate environment and contract in a falling rate environment. From time to time, the Corporation may elect to deliberately mismatch liabilities and assets in a strategic gap position.

At September 30, 2013, the Corporation reflected a positive interest sensitivity gap with an interest sensitivity ratio of 1.48:1.00 at the cumulative one-year position. Based on management’s perception of interest rates remaining low through 2013, emphasis has been, and is expected to continue to be, placed on controlling liability costs while extending the maturities of liabilities in order to minimize the impact on the net interest spread of rising interest rates in the future. However, no assurance can be given that this objective will be met.

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Estimates of Fair Value

The estimation of fair value is significant to a number of the Corporation’s assets, including loans held for sale and investment securities available-for-sale. These are all recorded at either fair value or the lower of cost or fair value. Fair values are volatile and may be influenced by a number of factors. Circumstances that could cause estimates of the fair value of certain assets and liabilities to change include a change in prepayment speeds, discount rates, or market interest rates. Fair values for most available-for-sale investment securities are based on quoted market prices. If quoted market prices are not available, fair values are based on judgments regarding future expected loss experience, current economic condition risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Impact of Inflation and Changing Prices

The financial statements and notes thereto presented elsewhere herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations; unlike most industrial companies, nearly all of the Corporation’s assets and liabilities are monetary. As a result, interest rates have a greater impact on performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Liquidity

The liquidity position of the Corporation is dependent primarily on successful management of the Bank’s assets and liabilities so as to meet the needs of both deposit and credit customers. Liquidity needs arise principally to accommodate possible deposit outflows and to meet customers’ requests for loans. Scheduled principal loan repayments, maturing investments, short-term liquid assets and deposit inflows, can satisfy such needs. The objective of liquidity management is to enable the Corporation to maintain sufficient liquidity to meet its obligations in a timely and cost-effective manner.

Management monitors current and projected cash flows, and adjusts positions as necessary to maintain adequate levels of liquidity. Under its liquidity risk management program, the Corporation regularly monitors correspondent bank funding exposure and credit exposure in accordance with guidelines issued by the banking regulatory authorities. Management uses a variety of potential funding sources and staggering maturities to reduce the risk of potential funding pressure. Management also maintains a detailed contingency funding plan designed to respond adequately to situations which could lead to stresses on liquidity. Management believes that the Corporation has the funding capacity to meet the liquidity needs arising from potential events. In addition to pledgeable investment securities, the Corporation also maintains borrowing capacity through the Federal Reserve Bank Discount Window and the Federal Home Loan Bank of New York secured with loans and marketable securities.

The Corporation’s primary sources of short-term liquidity consist of cash and cash equivalents and unpledged investment securities available-for-sale.

At September 30, 2013, the Parent Corporation had $498,000 in cash and short-term investments compared to $629,000 at December 31, 2012. Expenses at the Parent Corporation are moderate and management believes that the Parent Corporation presently has adequate liquidity to fund its obligations.

Certain provisions of long-term debt agreements, primarily subordinated debt, prevent the Corporation from creating liens on, disposing of or issuing voting stock of subsidiaries. As of September 30, 2013, the Corporation was in compliance with all covenants and provisions of these agreements.

	53

Deposits

Total deposits increased to $1.314 billion at September 30, 2013 from $1.307 billion at December 31, 2012. Total non interest-bearing deposits increased from $215.1 million at December 31, 2012 to $238.2 million at September 30, 2013, an increase of $23.1 million or 10.8 percent. Interest-bearing demand, savings and time deposits under $100,000 decreased $9.3 million to a total of $971.7 million at September 30, 2013 as compared to $981.0 million at December 31, 2012. Time deposits $100,000 and over decreased $6.4 million as compared to year-end 2012, primarily due to an outflow of municipal certificates of deposit. Time deposits $100,000 and over represented 7.9 percent of total deposits at September 30, 2013 compared to 8.5 percent at December 31, 2012.

Core Deposits

The Corporation derives a significant proportion of its liquidity from its core deposit base. Total demand deposits, savings and money market accounts of $1.161 billion at September 30, 2013 increased by $18.2 million, or 1.59 percent, from December 31, 2012. At September 30, 2013, total demand deposits, savings and money market accounts were 88.4 percent of total deposits compared to 87.5 percent at year-end 2012. Alternatively, the Corporation uses a more stringent calculation for the management of its liquidity positions internally, which calculation consists of total demand, savings accounts and money market accounts (excluding money market accounts greater than $100,000 and time deposits) as a percentage of total deposits. This number increased by $21.0 million, or 3.0 percent, from $699.9 million at December 31, 2012 to $720.9 million at September 30, 2013 and represented 54.8 percent of total deposits at September 30, 2013 as compared with 53.6 percent at December 31, 2012.

The Corporation continues to place the main focus of its deposit gathering efforts in the maintenance, development, and expansion of its core deposit base. Management believes that the emphasis on serving the needs of our communities will provide a long term relationship base that will allow the Corporation to efficiently compete for business in its market. The success of this strategy is reflected in the growth of the demand, savings and money market balances during the third quarter of 2013.

The following table depicts the Corporation’s core deposit mix at September 30, 2013 and December 31, 2012 based on the Corporation’s alternative calculation:

	September 30, 2013					December 31, 2012					Dollar Change
	Amount		Percentage			Amount		Percentage			2013 vs. 2012
	(dollars in thousands)
Non interest-bearing demand	$	238,214		33.1	%	$	215,071		30.7	%	$	23,143
Interest-bearing demand		231,390		32.1			217,922		31.2			13,468
Regular savings		105,369		14.6			110,896		15.8			(5,527)
Money market deposits under $100		145,896		20.2			156,009		22.3			(10,113)
Total core deposits	$	720,869		100.0	%	$	699,898		100.0	%	$	20,971

Total deposits	$	1,314,317				$	1,306,922				$	7,395
Core deposits to total deposits				54.8	%				53.6	%

Borrowings

Short-Term Borrowings

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	September 30, 2013
	(dollars in thousands)
Interest rate:
At quarter end		—	%
Average for the quarter		0.32	%
Average amount outstanding during the quarter	$	598
Maximum amount outstanding at any month end in the quarter	$	—
Amount outstanding at quarter end	$	—

Long-Term Borrowings

Long-term borrowings, which consist primarily of FHLB advances and securities sold under agreements to repurchase, totaled $146.0 million at September 30, 2013 and December 31, 2012, and mature within three to eight years. The FHLB advances are secured by pledges of certain collateral, including but not limited to U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgages and commercial real estate loans. At September 30, 2013, FHLB advances and securities sold under agreements to repurchase had weighted average interest rates of 3.44 percent and 5.90 percent, respectively.

Subordinated Debentures

On December 19, 2003, Center Bancorp Statutory Trust II, a statutory business trust and wholly-owned subsidiary of Center Bancorp, Inc., issued $5.0 million of MMCapS capital securities to investors due on January 23, 2034. The trust loaned the proceeds of this offering to the Corporation and received in exchange $5.2 million of the Parent Corporation’s subordinated debentures. The subordinated debentures are redeemable in whole or part. The floating interest rate on the subordinated debentures is three-month LIBOR plus 2.85 percent and reprices quarterly. The rate at September 30, 2013 was 3.12 percent.

Cash Flows

The Consolidated Statements of Cash Flows present the changes in cash and cash equivalents resulting from the Corporation’s operating, investing and financing activities. During the nine months ended September 30, 2013, cash and cash equivalents decreased by $72.6 million over the balance at December 31, 2012. Net cash of $17.8 million was provided by operating activities, primarily, net income as adjusted to net cash. Net cash used in investing activities amounted to approximately $94.9 million, primarily reflecting a net increase in loans of $68.1 million and a net increase in investment securities of $28.0 million. Net cash of $4.5 million was provided by financing activities, primarily from the increase in deposits of $7.4 million offset by the funding of dividends.

Stockholders’ Equity

Total stockholders’ equity amounted to $165.1 million, or 10.0 percent of total assets, at September 30, 2013, compared to $160.7 million or 9.9 percent of total assets at December 31, 2012. Book value per common share was $9.40 at September 30, 2013, compared to $9.14 at December 31, 2012. Tangible book value (i.e., total stockholders’ equity less preferred stock, goodwill and other intangible assets) per common share was $8.37 at September 30, 2013, compared to $8.11 at December 31, 2012.

Tangible book value per share is a non-GAAP financial measure and represents tangible stockholders’ equity (or tangible book value) calculated on a per common share basis. The Corporation believes that a disclosure of tangible book value per share may be helpful for those investors who seek to evaluate the Corporation’s book value per share without giving effect to goodwill and other intangible assets. The following table presents a reconciliation of total book value per share to tangible book value per share as of September 30, 2013 and December 31, 2012.

	55

	September 30,		December 31,
	2013		2012
	(in thousands, except for share data)
Stockholders’ equity	$	165,138	$	160,691
Less: Preferred stock		11,250		11,250
Less: Goodwill and other intangible assets		16,833		16,858
Tangible common stockholders’ equity	$	137,055	$	132,583

Book value per common share	$	9.40	$	9.14
Less: Goodwill and other intangible assets		1.03		1.03
Tangible book value per common share	$	8.37	$	8.11

On September 15, 2011, the Corporation issued $11.25 million in nonvoting senior preferred stock to the Treasury under the SBLF Program. Under the Securities Purchase Agreement, the Corporation issued to the Treasury a total of 11,250 shares of the Corporation’s Senior non-cumulative perpetual preferred stock, Series B, having a liquidation value of $1,000 per share. Simultaneously, using the proceeds from the issuance of the SBLF Preferred Stock, the Corporation redeemed from the Treasury, all 10,000 outstanding shares of its fixed rate cumulative perpetual preferred stock, Series A, liquidation amount $1,000 per share, for a redemption price of $10,041,667, including accrued but unpaid dividends up to the date of redemption. The investment in the SBLF program provided the Corporation with approximately $1.25 million additional Tier 1 capital. The capital that the Corporation received under the program enabled it to continue to serve small business clients through the commercial lending program.

During the three and nine months ended September 30, 2013, the Corporation had no purchases of common stock associated with its stock buyback programs. At September 30, 2013, there were 652,868 shares available for repurchase under the Corporation’s stock buyback programs.

Regulatory Capital and Capital Adequacy

The maintenance of a solid capital foundation is a primary goal for the Corporation. Accordingly, capital plans and dividend policies are monitored on an ongoing basis. The Corporation’s objective with respect to the capital planning process is to effectively balance the retention of capital to support future growth with the goal of providing stockholders with an attractive long-term return on their investment.

The Corporation and the Bank are subject to regulatory guidelines establishing minimum capital standards that involve quantitative measures of assets, and certain off-balance sheet items, as risk-adjusted assets under regulatory accounting practices.

The following is a summary of regulatory capital amounts and ratios as of September 30, 2013 for the Corporation and the Bank, compared with minimum capital adequacy requirements and the regulatory requirements for classification as a well-capitalized depository institution.

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	Center Bancorp, Inc.					For Capital Adequacy Purposes					To Be Well-Capitalized Under Prompt Corrective Action Provisions
At September 30, 2013	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(dollars in thousands)

Tier 1 leverage capital	$	155,670		9.52	%	$	65,408		4.00	%		N/A		N/A
Tier 1 risk-based capital		155,670		11.70	%		53,221		4.00	%		N/A		N/A
Total risk-based capital		166,074		12.49	%		106,372		8.00	%		N/A		N/A

	Union Center National Bank					For Capital Adequacy Purposes					To Be Well-Capitalized Under Prompt Corrective Action Provisions
At September 30, 2013	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(dollars in thousands)

Tier 1 leverage capital	$	155,447		9.51	%	$	65,383		4.00	%	$	81,728		5.00	%
Tier 1 risk-based capital		155,447		11.69	%		53,190		4.00	%		79,785		6.00	%
Total risk-based capital		165,886		12.48	%		106,337		8.00	%		132,921		10.00	%

N/A - not applicable

The Office of the Comptroller of the Currency (“OCC”) had established higher minimum capital ratios for the Bank effective as of December 31, 2009; however, those higher capital ratios were removed during the second quarter of 2012. As of September 30, 2013, management believes that each of the Bank and the Corporation meet all capital adequacy requirements to which they are subject.

Basel III

The Basel Committee on Banking Supervision (the “Basel Committee”) provides a forum for regular cooperation on banking supervisory matters. Its objective is to enhance understanding of key supervisory issues and improve the quality of banking supervision worldwide. It seeks to do so by exchanging information on national supervisory issues, approaches and techniques, with a view to promoting common understanding. At times, the Committee uses this common understanding to develop guidelines and supervisory standards in areas where they are considered desirable. In this regard, the Committee is best known for its international standards on capital adequacy; the Core Principles for Effective Banking Supervision; and the Concordat on cross-border banking supervision.

The Basel Committee released a comprehensive list of proposals for changes to capital, leverage, and liquidity requirements for banks in December 2009 (commonly referred to as “Basel III”). In July 2010, the Basel Committee announced the design for its capital and liquidity reform proposals and in September 2010, the oversight body of the Basel Committee announced minimum capital ratios and transition periods.

In December 2010 and January 2011, the Basel Committee published the final texts of reforms on capital and liquidity generally referred to as “Basel III.” Although Basel III is intended to be implemented by participating countries for large, internationally active banks, its provisions have also been considered by United States banking regulators in developing new regulations applicable to other banks in the United States, including Union Center National Bank.

On July 9, 2013, the Office of the Comptroller of the Currency approved a final rule revising regulatory capital rules applicable to national banks, implementing Basel III. This rule redefines Tier 1 capital as two components (Common Equity Tier 1 and Additional Tier 1), creates a new capital ratio (Common Equity Tier 1 Risk-based Capital Ratio) and implements a capital conservation buffer. It also revises the prompt corrective action thresholds and makes changes to risk weighs for certain assets and off-balance-sheet exposures. Banks are required to transition into the new rule beginning on January 1, 2015, although, based on the Corporation’s capital levels and balance sheet composition at September 30, 2013, the Corporation does not believe implementation of the new rule will have a material impact on the Corporation’s capital needs; however, due to the complexity of the rules, the Corporation will continue to evaluate the impact of these changes to our regulatory capital of Center Bancorp and Union Center National Bank. This statement regarding the impact of the new regulations constitutes a forward-looking statement under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from this statement as a result of various factors, including modifications to the new regulations that may be adopted prior to the effective dates of the new regulations.

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Looking Forward

One of the Corporation’s primary objectives is to achieve balanced asset and revenue growth, and at the same time expand market presence and diversify its financial products. However, it is recognized that objectives, no matter how focused, are subject to factors beyond the control of the Corporation, which can impede its ability to achieve these goals. The following factors should be considered when evaluating the Corporation’s ability to achieve its objectives:

The financial marketplace is rapidly changing and currently is in flux. The Treasury and banking regulators have implemented, and may continue to implement, a number of programs under new legislation to address capital and liquidity issues in the banking system. In addition, new financial system reform legislation may affect banks’ abilities to compete in the marketplace. It is difficult to assess whether these programs and actions will have short-term and/or long-term positive effects.

Banks are not the only place to obtain loans, nor the only place to keep financial assets. The banking industry has lost market share to other financial service providers. The future is predicated on the Corporation’s ability to adapt its products, provide superior customer service and compete in an ever-changing marketplace.

Net interest income, the primary source of earnings, is impacted favorably or unfavorably by changes in interest rates. Although the impact of interest rate fluctuations can be mitigated by appropriate asset/liability management strategies, significant changes in interest rates can have a material adverse impact on profitability.

The ability of customers to repay their obligations is often impacted by changes in the regional and local economy. Although the Corporation sets aside loan loss provisions toward the allowance for loan losses when the Board determines such action to be appropriate, significant unfavorable changes in the economy could impact the assumptions used in the determination of the adequacy of the allowance.

Technological changes will have a material impact on how financial service companies compete for and deliver services. It is recognized that these changes will have a direct impact on how the marketplace is approached and ultimately on profitability. The Corporation has taken steps to improve its traditional delivery channels. However, continued success will likely be measured by the ability to anticipate and react to future technological changes.

This “Looking Forward” description constitutes a forward-looking statement under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the Corporation’s forward-looking statements due to numerous known and unknown risks and uncertainties, including the factors referred to in this quarterly report and in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012.

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Item 3. Qualitative and Quantitative Disclosures about Market Risks

Market Risk

The Corporation’s profitability is affected by fluctuations in interest rates. A sudden and substantial increase or decrease in interest rates may adversely affect the Corporation’s earnings to the extent that the interest rates borne by assets and liabilities do not similarly adjust. The Corporation’s primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on the Corporation’s net interest income and capital, while structuring the Corporation’s asset-liability structure to obtain the maximum yield-cost spread on that structure. The Corporation relies primarily on its asset-liability structure to control interest rate risk. The Corporation continually evaluates interest rate risk management opportunities and has been focusing its efforts on increasing the Corporation’s yield-cost spread through wholesale and retail growth opportunities.

The Corporation monitors the impact of changes in interest rates on its net interest income using several tools. One measure of the Corporation’s exposure to differential changes in interest rates between assets and liabilities is the Corporation’s analysis of its interest rate sensitivity. This test measures the impact on net interest income and on net portfolio value of an immediate change in interest rates in 100 basis point increments. Net portfolio value is defined as the net present value of assets, liabilities and off-balance sheet contracts.

The primary tool used by management to measure and manage interest rate exposure is a simulation model. Use of the model to perform simulations reflecting changes in interest rates over multiple-year time horizons enables management to develop and initiate strategies for managing exposure to interest rate risk. In its simulations, management estimates the impact on net interest income of various changes in interest rates. Projected net interest income sensitivity to movements in interest rates is modeled based on a ramped rise and fall in interest rates based on a parallel yield curve shift over a twelve month time horizon and then maintained at those levels over the remainder of the model time horizon, which provides a rate shock to the two-year period and beyond. The model is based on the actual maturity and repricing characteristics of interest rate-sensitive assets and liabilities. The model incorporates assumptions regarding earning asset and deposit growth, prepayments, interest rates and other factors.

Management believes that both individually and taken together, these assumptions are reasonable, but the complexity of the simulation modeling process results in a sophisticated estimate, not an absolutely precise calculation of exposure. For example, estimates of future cash flows must be made for instruments without contractual maturities or payment schedules.

Based on the results of the interest simulation model as of September 30, 2013, and assuming that management does not take action to alter the outcome, the Corporation would expect a decrease of 1.16 percent in net interest income if interest rates increased by 200 basis points from current rates in a gradual and parallel rate ramp over a twelve month period. These results and other analyses indicate to management that the Corporation’s net interest income is presently minimally sensitive to rising interest rates.

Based on management’s perception that financial markets will continue to be volatile, interest rates that are projected to continue at low levels will generate increased downward repricing of earning assets. Emphasis has been, and is expected to continue to be, placed on interest-sensitivity matching with an overall objective of improving the net interest spread and margin over the next twelve months. However, no assurance can be given that this objective will be met.

Equity Price Risk

The Corporation is exposed to equity price risk inherent in its portfolio of publicly traded equity securities, which had an estimated fair value of approximately $287,000 and $325,000 at September 30, 2013 and December 31, 2012, respectively. We monitor equity investment holdings for impairment on a quarterly basis. In the event that the carrying value of the equity investment exceeds its fair value, and the decline in value is determined to be to be other than temporary, the carrying value is reduced to its current fair value by recording a charge to current operations. For the three and nine months ended September 30, 2013 and 2012, the Corporation recorded no other-than-temporary impairment charges on its equity security holdings.

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Item 4. Controls and Procedures

a) Disclosure controls and procedures. As of the end of the Corporation’s most recently completed fiscal quarter covered by this report, the Corporation carried out an evaluation, with the participation of the Corporation’s management, including the Corporation’s chief executive officer and chief financial officer, of the effectiveness of the Corporation’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Corporation’s chief executive officer and chief financial officer concluded that the Corporation’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and are operating in an effective manner and that such information is accumulated and communicated to management, including the Corporation’s chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

b) Changes in internal controls over financial reporting : There have been no changes in the Corporation’s internal controls over financial reporting that occurred during the Corporation’s last fiscal quarter to which this report relates that have materially affected, or are reasonable likely to materially affect, the Corporation’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no significant pending legal proceedings involving the Corporation other than those arising out of routine operations. Based upon the information currently available, it is the opinion of management that the disposition or ultimate determination of such other claims will not have a material adverse impact on the consolidated financial position, results of operations, or liquidity of the Corporation. This statement constitutes a forward-looking statement under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from this statement as a result of various factors, including the uncertainties arising in proving facts within the context of the legal processes.

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Item 6. Exhibits

Exhibit No.		Description

31.1		Certification of the Chief Executive Officer of the Parent Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer of the Parent Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of the Chief Executive Officer of the Parent Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of the Chief Financial Officer of the Parent Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		Definition Taxonomy Extension Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

* = Furnished and not filed.

** = Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized.

CENTER BANCORP, INC.

(Registrant)

By:	/s/ Anthony C. Weagley	By:	/s/ Francis R. Patryn
	Anthony C. Weagley		Francis R. Patryn
	President and Chief Executive Officer		Vice President, Treasurer and Chief Financial Officer

	Date: November 8, 2013		Date: November 8, 2013

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