ESSA Bancorp, Inc. - Quarter Report: 2014 December (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2014

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File No. 001-33384

ESSA Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania

20-8023072

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)


200 Palmer Street, Stroudsburg, Pennsylvania		18360
(Address of Principal Executive Offices)		(Zip Code)

(570) 421-0531

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

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 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

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

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

As of February 3, 2015 there were 11,434,378 shares of the Registrant’s common stock, par value $0.01 per share, outstanding.

ESSA Bancorp, Inc.

FORM 10-Q

Table of Contents


		Page

Part I. Financial Information

Item 1.	Financial Statements (unaudited)		1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28

Item 3	Quantitative and Qualitative Disclosures About Market Risk		35

Item 4	Controls and Procedures		35

Part II. Other Information

Item 1.	Legal Proceedings		36

Item 1A.	Risk Factors		36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36

Item 3.	Defaults Upon Senior Securities		36

Item 4.	Mine Safety Disclosures		36

Item 5.	Other Information		36

Item 6.	Exhibits		37

Signature Page			38

Part I. Financial Information

Item 1. Financial Statements

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)


	December 31, 2014			September 30, 2014
	(dollars in thousands)
Cash and due from banks	$	15,827		$	20,884
Interest-bearing deposits with other institutions		4,639			1,417

Total cash and cash equivalents		20,466			22,301
Certificates of deposit		1,752			1,767
Investment securities available for sale, at fair value		380,943			383,078
Loans receivable (net of allowance for loan losses of $8,516 and $8,634)		1,059,158			1,058,267
Regulatory stock, at cost		12,640			14,284
Premises and equipment, net		16,949			16,957
Bank-owned life insurance		29,959			29,720
Foreclosed real estate		2,895			2,759
Intangible assets, net		2,230			2,396
Goodwill		10,259			10,259
Deferred income taxes		10,599			12,027
Other assets		19,904			21,000


TOTAL ASSETS	$	1,567,754		$	1,574,815


LIABILITIES
Deposits	$	1,106,454		$	1,133,889
Short-term borrowings		110,879			108,020
Other borrowings		165,229			151,300
Advances by borrowers for taxes and insurance		7,075			4,093
Other liabilities		8,631			10,204


TOTAL LIABILITIES		1,398,268			1,407,506


STOCKHOLDERS’ EQUITY
Preferred Stock ($.01 par value; 10,000,000 shares authorized, none issued)
Common stock ($.01 par value; 40,000,000 shares authorized, 18,133,095 issued; 11,444,378 and 11,590,378 outstanding at December 31, 2014 and September 30, 2014)		181			181
Additional paid in capital		182,520			182,486
Unallocated common stock held by the Employee Stock Ownership Plan (ESOP)		(9,966	)		(10,079	)
Retained earnings		79,280			77,413
Treasury stock, at cost; 6,688,717 and 6,542,717 shares outstanding at December 31, 2014 and September 30, 2014, respectively		(81,798	)		(80,113	)
Accumulated other comprehensive loss		(731	)		(2,579	)


TOTAL STOCKHOLDERS’ EQUITY		169,486			167,309


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,567,754		$	1,574,815

See accompanying notes to the unaudited consolidated financial statements.

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)


	For the Three Months Ended December 31,
	2014			2013
	(dollars in thousands except per share data)
INTEREST INCOME
Loans receivable, including fees	$	11,449		$	10,523
Investment securities:
Taxable		1,889			1,527
Exempt from federal income tax		234			73
Other investment income		136			59


Total interest income		13,708			12,182


INTEREST EXPENSE
Deposits		1,965			1,988
Short-term borrowings		103			23
Other borrowings		590			680


Total interest expense		2,658			2,691


NET INTEREST INCOME		11,050			9,491
Provision for loan losses		450			750


NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		10,600			8,741


NONINTEREST INCOME
Service fees on deposit accounts		827			792
Services charges and fees on loans		315			185
Trust and investment fees		238			211
Earnings on Bank-owned life insurance		239			228
Insurance commissions		182			193
Other		13			18


Total noninterest income		1,814			1,627


NONINTEREST EXPENSE
Compensation and employee benefits		5,114			4,308
Occupancy and equipment		981			918
Professional fees		514			409
Data processing		813			680
Advertising		128			106
Federal Deposit Insurance Corporation (FDIC) premiums		292			229
(Gain)/loss on foreclosed real estate		(38	)		42
Merger related costs		—			258
Amortization of intangible assets		166			237
Other		996			561


Total noninterest expense		8,966			7,748


Income before income taxes		3,448			2,620
Income taxes		852			616


NET INCOME	$	2,596		$	2,004


Earnings per share
Basic	$	0.25			0.18
Diluted	$	0.25			0.18
Dividends per share	$	0.07			0.05

See accompanying notes to the unaudited consolidated financial statements.

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended December 31,
	2014			2013
	(dollars in thousands)

Net income	$	2,596		$	2,004
Other comprehensive income (loss):
Investment securities available for sale:
Unrealized holding gain (loss)		2,738			(2,036	)
Tax effect		(930	)		691


Net of tax amount		1,808			(1,345	)
Pension plan adjustment:
Related to actuarial losses and prior service cost		60			7
Tax effect		(20	)		(2	)


Net of tax amount		40			5


Total other comprehensive income (loss)		1,848			(1,340	)


Comprehensive income	$	4,444		$	664

See accompanying notes to the unaudited consolidated financial statements.

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


	Common Stock
	Number of Shares			Amount		Additional Paid In Capital		Unallocated Common Stock Held by the ESOP			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income(Loss)			Total Stockholders’ Equity
	(dollars in thousands)

Balance, September 30, 2014		11,590,378		$	181	$	182,486	$	(10,079	)	$	77,413		$	(80,113	)	$	(2,579	)	$	167,309

Net income												2,596									2,596
Other comprehensive income																		1,848			1,848
Cash dividends declared ($.07 per share)												(729	)								(729	)
Stock based compensation							17														17
Allocation of ESOP stock							17		113												130
Treasury shares purchased		(146,000	)												(1,685	)					(1,685	)


Balance, December 31, 2014		11,444,378		$	181	$	182,520	$	(9,966	)	$	79,280		$	(81,798	)	$	(731	)	$	169,486

See accompanying notes to the unaudited consolidated financial statements.

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended December 31,
	2014			2013
	(dollars in thousands)
OPERATING ACTIVITIES

Net income	$	2,596		$	2,004
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		450			750
Provision for depreciation and amortization		316			291
Amortization and accretion of discounts and premiums, net		121			240
Compensation expense on ESOP		130			124
Stock based compensation		17			55
Decrease in accrued interest receivable		58			106
Increase in accrued interest payable		114			309
Earnings on bank-owned life insurance		(239	)		(228	)
Deferred federal income taxes		(477	)		(151	)
(Gain)/loss on foreclosed real estate, net		(38	)		42
Amortization of identifiable intangible assets		166			237
Other, net		332			(606	)


Net cash provided by operating activities		3,546			3,173


INVESTING ACTIVITIES
Maturities of certificates of deposit		15			—
Investment securities available for sale:
Proceeds from principal repayments and maturities		11,676			12,952
Purchases		(7,054	)		(15,457	)
(Increase) decrease in loans receivable, net		(1,774	)		4,586
Redemption of regulatory stock		4,704			626
Purchase of regulatory stock		(3,060	)		(1,235	)
Proceeds from sale of foreclosed real estate		455			82
Capital improvements to foreclosed real estate		11			—
Purchase of premises, equipment, and software		(275	)		(48	)


Net cash provided by investing activities		4,698			1,506


FINANCING ACTIVITIES
Decrease in deposits, net		(27,435	)		(44,668	)
Net increase in short-term borrowings		2,859			10,000
Proceeds from other borrowings		21,129			21,500
Repayment of other borrowings		(7,200	)		(5,000	)
Increase in advances by borrowers for taxes and insurance		2,982			2,398
Purchase of treasury stock shares		(1,685	)		(196	)
Dividends on common stock		(729	)		(544	)


Net cash used for financing activities		(10,079	)		(16,510	)


Decrease in cash and cash equivalents		(1,835	)		(11,831	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		22,301			26,648

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	20,466		$	14,817


SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash Paid:
Interest	$	2,544		$	2,382
Income taxes		—			—
Noncash items:
Transfers from loans to foreclosed real estate		564			631

See accompanying notes to the unaudited consolidated financial statements.

ESSA BANCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(unaudited)

1.	Nature of Operations and Basis of Presentation

The consolidated financial statements include the accounts of ESSA Bancorp, Inc. (the “Company”), its wholly owned subsidiary, ESSA Bank & Trust (the “Bank”), and the Bank’s wholly owned subsidiaries, ESSACOR Inc.; Pocono Investments Company; ESSA Advisory Services, LLC; Integrated Financial Corporation; and Integrated Abstract Incorporated, a wholly owned subsidiary of Integrated Financial Corporation. The primary purpose of the Company is to act as a holding company for the Bank. On November 6, 2014, the Company converted its status from a savings and loan holding company to a bank holding company. In addition, the Bank converted from a Pennsylvania-chartered savings association to a Pennsylvania-chartered savings bank. The Bank’s primary business consists of the taking of deposits and granting of loans to customers generally in Monroe, Northampton, Lehigh, Lackawanna, and Luzerne counties, Pennsylvania. The Bank is subject to regulation and supervision by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation. The investment in subsidiary on the parent company’s financial statements is carried at the parent company’s equity in the underlying net assets.

ESSACOR, Inc. is a Pennsylvania corporation that has been used to purchase properties at tax sales that represent collateral for delinquent loans of the Bank. Pocono Investment Company is a Delaware corporation formed as an investment company subsidiary to hold and manage certain investments, including certain intellectual property. ESSA Advisory Services, LLC is a Pennsylvania limited liability company owned 100 percent by ESSA Bank & Trust. ESSA Advisory Services, LLC is a full-service insurance benefits consulting company offering group services such as health insurance, life insurance, short-term and long-term disability, dental, vision, and 401(k) retirement planning as well as individual health products. Integrated Financial Corporation is a Pennsylvania Corporation that provided investment advisory services to the general public and is currently inactive. Integrated Abstract Incorporated is a Pennsylvania Corporation that provided title insurance services and is currently inactive. All significant intercompany accounts and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of the results of the interim periods and are of a normal and recurring nature. Operating results for the three month period ended December 31, 2014 are not necessarily indicative of the results that may be expected for the year ending September 30, 2015.

2.	Earnings per Share

The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation for the three month periods ended December 31, 2014 and 2013.


	Three months ended
	December 31, 2014			December 31, 2013
Weighted-average common shares outstanding		18,133,095			18,133,095
Average treasury stock shares		(6,609,500	)		(6,190,794	)
Average unearned ESOP shares		(990,151	)		(1,035,427	)
Average unearned non-vested shares		(17,347	)		(16,718	)


Weighted average common shares and common stock equivalents used to calculate basic earnings per share		10,516,097			10,890,156


Additional common stock equivalents (non-vested stock) used to calculate diluted earnings per share		—			—
Additional common stock equivalents (stock options) used to calculate diluted earnings per share		—			16,073


Weighted average common shares and common stock equivalents used to calculate diluted earnings per share		10,516,097			10,906,229

At December 31, 2014 and 2013 there were options to purchase 1,458,379 and 317,910 shares, respectively, of common stock outstanding at a price of $12.35 per share that were not included in the computation of diluted EPS because to do so would have been anti-dilutive. At December 31, 2014 and 2013 there were 16,820 and 14,997 shares, respectively, of nonvested stock outstanding at prices of $11.07 and $10.94 per share, respectively that were not included in the computation of diluted EPS because to do so would have been anti-dilutive.

3.	Use of Estimates in the Preparation of Financial Statements

The accounting principles followed by the Company and its subsidiaries and the methods of applying these principles conform to U.S. generally accepted accounting principles (“GAAP”) and to general practice within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and related revenues and expenses for the period. Actual results could differ significantly from those estimates.

4.	Recent Accounting Pronouncements:

In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-01, Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. The amendments in this Update permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments in this Update should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. The amendments in this Update are effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2014, the FASB issued ASU 2014-04, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in this Update clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. An entity can elect to adopt the amendments in this Update using either a modified retrospective transition method or a prospective transition method. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update.

In June 2014, the FASB issued ASU 2014-10, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The amendments in this Update change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. For repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments also require enhanced disclosures. The accounting changes in this Update are effective for the first interim or annual period beginning after December 15, 2014. An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Earlier application is prohibited. The disclosure for certain transactions accounted for as a sale is required to be presented for interim and annual periods beginning after December 15, 2014, and the disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The disclosures are not required to be presented for comparative periods before the effective date. This Update is not expected to have a significant impact on the Company’s financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This Update is not expected to have a significant impact on the Company’s financial statements.

In August 2014, the FASB issued ASU 2014-14, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40). The amendments in this Update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure, (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. This Update is not expected to have a significant impact on the Company’s financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements -Going Concern (Subtopic 205-40). The amendments in this Update provide guidance in accounting principles generally accepted in the United States of America about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). This ASU clarifies how current U.S. GAAP should be interpreted in subjectively evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Public business entities are required to implement the new requirements in fiscal years and interim periods within those fiscal years beginning after December 15, 2015. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The amendments in this Update apply to the separate financial statements of an acquired entity and its subsidiaries that are a business or nonprofit activity (either public or nonpublic) upon the occurrence of an event in which an acquirer (an individual or an entity) obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity’s most recent change-in-control event. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement –Extraordinary and Unusual Items, as part of its initiative to reduce complexity in accounting standards. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. This Update is not expected to have a significant impact on the Company’s financial statements.

5.	Investment Securities

The amortized cost and fair value of investment securities available for sale are summarized as follows (in thousands):


	December 31, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for Sale
Fannie Mae	$	138,473	$	2,035	$	(889	)	$	139,619
Freddie Mac		96,085		901		(591	)		96,395
Governmental National Mortgage Association		18,303		155		(105	)		18,353
Other mortgage-backed securities		2,751		—		(17	)		2,734


Total mortgage-backed securities		255,612		3,091		(1,602	)		257,101
Obligations of states and political subdivisions		44,790		1,842		(214	)		46,418
U.S. government agency securities		47,578		232		(244	)		47,566
Corporate obligations		13,324		164		(26	)		13,462
Trust-preferred securities		5,051		387		—			5,438
Other debt securities		8,841		120		(23	)		8,938


Total debt securities		375,196		5,836		(2,109	)		378,923
Equity securities - financial services		2,025		—		(5	)		2,020


Total	$	377,221	$	5,836	$	(2,114	)	$	380,943


	September 30, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for Sale
Fannie Mae	$	144,291	$	1,327	$	(1,550	)	$	144,068
Freddie Mac		99,556		548		(1,277	)		98,827
Governmental National Mortgage Association		19,446		92		(161	)		19,377
Other mortgage-backed securities		2,795		—		(15	)		2,780


Total mortgage-backed securities		266,088		1,967		(3,003	)		265,052
Obligations of states and political subdivisions		41,375		1,654		(258	)		42,771
U.S. government agency securities		47,821		192		(383	)		47,630
Corporate obligations		13,140		236		(48	)		13,328
Trust-preferred securities		5,027		594		—			5,621
Other debt securities		6,618		51		(18	)		6,651


Total debt securities		380,069		4,694		(3,710	)		381,053
Equity securities - financial services		2,025		—		—			2,025


Total	$	382,094	$	4,694	$	(3,710	)	$	383,078

The amortized cost and fair value of debt securities at December 31, 2014, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):


	Available For Sale
	Amortized Cost		Fair Value
Due in one year or less	$	2,004	$	2,021
Due after one year through five years		52,567		52,841
Due after five years through ten years		56,754		57,568
Due after ten years		263,871		266,493


Total	$	375,196	$	378,923

For the three month periods ended December 31, 2014 and 2013, the Company did not sell any investment securities.

6.	Unrealized Losses on Securities

The following table shows the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position (in thousands):


	December 31, 2014
	Number of Securities		Less than Twelve Months					Twelve Months or Greater					Total
			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses

Fannie Mae		23	$	6,500	$	(38	)	$	29,681	$	(851	)	$	36,181	$	(889	)
Freddie Mac		20		9,031		(18	)		22,827		(573	)		31,858		(591	)
Governmental National Mortgage Association		2		—		—			2,833		(105	)		2,833		(105	)
Other mortgage-backed securities		3		—		—			2,734		(17	)		2,734		(17	)
Obligations of states and political subdivisions		9		2,742		(14	)		7,250		(200	)		9,992		(214	)
U.S. government agency securities		8		1,984		(1	)		18,744		(243	)		20,728		(244	)
Corporate obligations		5		2,156		(11	)		2,124		(15	)		4,280		(26	)
Other debt securities		4		2,276		(5	)		1,922		(18	)		4,198		(23	)

Total Debt Securities		74		24,689		(87	)		88,115		(2,022	)		112,804		(2,109	)
Equity securities–financial services		1		1,995		(5	)		—		—			1,995		(5	)


Total		75	$	26,684	$	(92	)	$	88,115	$	(2,022	)	$	114,799	$	(2,114	)


	September 30, 2014
	Number of Securities		Less than Twelve Months					Twelve Months or Greater					Total
			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses

Fannie Mae		39	$	34,377	$	(164	)	$	33,249	$	(1,386	)	$	67,626	$	(1,550	)
Freddie Mac		36		38,210		(216	)		29,269		(1,061	)		67,479		(1,277	)
Governmental National Mortgage Association		5		4,127		(22	)		2,981		(139	)		7,108		(161	)
Other mortgage-backed securities		3		—		—			2,780		(15	)		2,780		(15	)
Obligations of states and political subdivisions		5		—		—			7,207		(258	)		7,207		(258	)
U.S. government agency securities		11		8,004		(25	)		18,629		(358	)		26,633		(383	)
Corporate obligations		5		3,142		(32	)		1,130		(16	)		4,272		(48	)
Equity securities-financial services		2		1,980		(18	)		—		—			1,980		(18	)


Total		106	$	89,840	$	(477	)	$	95,245	$	(3,233	)	$	185,085	$	(3,710	)

The Company’s investment securities portfolio contains unrealized losses on securities, including mortgage-related instruments issued or backed by the full faith and credit of the United States government, or generally viewed as having the implied guarantee of the U.S. government, debt obligations of a U.S. state or political subdivision, corporate debt obligations and equity securities.

The Company reviews its position quarterly and has asserted that at December 31, 2014, the declines outlined in the above table represent temporary declines and the Company would not be required to sell the security before its anticipated recovery in market value.

The Company has concluded that any impairment of its investment securities portfolio is not other than temporary but is the result of interest rate changes that are not expected to result in the non-collection of principal and interest during the period.

7.	Loans Receivable, Net and Allowance for Loan Losses

Loans receivable consist of the following (in thousands):


	December 31, 2014		September 30, 2014
Real estate loans:
Residential	$	640,996	$	654,152
Construction		1,592		1,367
Commercial		191,501		190,536
Commercial		29,906		25,807
Obligations of states and political subdivisions		46,032		49,177
Home equity loans and lines of credit		40,905		41,387
Auto Loans		113,490		100,571
Other		3,252		3,904

		1,067,674		1,066,901
Less allowance for loan losses		8,516		8,634

Net loans	$	1,059,158	$	1,058,267


	Total Loans		Individually Evaluated for Impairment		Loans Acquired with Deteriorated Credit Quality		Collectively Evaluated for Impairment

December 31, 2014
Real estate loans:

Residential	$	640,996	$	13,544	$	110	$	627,342

Construction		1,592		—		—		1,592
Commercial		191,501		17,283		4,727		169,491
Commercial		29,906		314		263		29,329
Obligations of states and political subdivisions		46,032		—		—		46,032
Home equity loans and lines of credit		40,905		279		—		40,626
Auto loans		113,490		203		—		113,287
Other		3,252		—		—		3,252

Total	$	1,067,674	$	31,623	$	5,100	$	1,030,951


	Total Loans		Individually Evaluated for Impairment		Loans Acquired with Deteriorated Credit Quality			Collectively Evaluated for Impairment

September 30, 2014
Real estate loans:

Residential	$	654,152	$	13,528	$	110		$	640,514

Construction		1,367		—		—			1,367
Commercial		190,536		17,517		4,727			168,292
Commercial		25,807		456		263			25,088
Obligations of states and political subdivisions		49,177		—		—			49,177
Home equity loans and lines of credit		41,387		266		(3	)		41,124
Auto loans		100,571		101		—			100,470
Other		3,904		—		—			3,904

Total	$	1,066,901	$	31,868	$	5,097		$	1,029,936

We maintain a loan review system that allows for a periodic review of our loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers. Specific loan loss allowances are established for identified losses based on a review of such information. A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans identified as impaired are evaluated independently. The Company does not aggregate such loans for evaluation purposes. Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring.

A loan is considered to be a troubled debt restructuring (“TDR”) loan when the Company grants a concession to the borrower because of the borrower’s financial condition that it would not otherwise consider. Such concessions include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates that are less than the current market rate for new obligations with similar risk. TDR loans that are in compliance with their modified terms and that yield a market rate may be removed from the TDR status after one year of performance.

The following table includes the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable. Also presented are the average recorded investments in the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired.


	Recorded Investment		Unpaid Principal Balance		Associated Allowance		Average Recorded Investment		Interest Income Recognized
December 31, 2014
With no specific allowance recorded:
Real estate loans
Residential	$	11,174	$	13,440	$	—	$	10,929	$	99
Construction		—		—		—		—		—
Commercial		21,609		22,549		—		20,983		194
Commercial		577		608		—		889		2
Obligations of states and political subdivisions		—		—		—		—		—
Home equity loans and lines of credit		240		252		—		202		2
Auto loans		—		—		—		—		—
Other		—		—		—		—		—


Total		33,600		36,849		—		33,003		297


With an allowance recorded:
Real estate loans
Residential		2,480		2,716		355		2,496		24
Construction		—		—		—		—		—
Commercial		401		435		59		578		—
Commercial		—		—		—		—		—
Obligations of states and political subdivisions		—		—		—		—		—
Home equity loans and lines of credit		39		62		36		13		—
Auto loans		203		211		36		51		2
Other		—		—		—		—		—


Total		3,123		3,424		486		3,138		26


Total:
Real estate loans
Residential		13,654		16,156		355		13,425		123
Construction		—		—		—		—		—
Commercial		22,010		22,984		59		21,561		194
Commercial		577		608		—		889		2
Obligations of states and political subdivisions		—		—		—		—		—
Home equity loans and lines of credit		279		314		36		215		2
Auto loans		203		211		36		51		2
Other		—		—		—		—		—


Total Impaired Loans	$	36,723	$	40,273	$	486	$	36,141	$	323


	Recorded Investment		Unpaid Principal Balance		Associated Allowance		Average Recorded Investment		Interest Income Recognized
September 30, 2014
With no specific allowance recorded:
Real estate loans
Residential	$	11,030	$	13,225	$	—	$	9,687	$	311
Construction		—		—		—		—		—
Commercial		21,587		22,428		—		20,200		726
Commercial		719		777		—		2,146		92
Obligations of states and political subdivisions		—		—		—		—		—
Home equity loans and lines of credit		210		377		—		260		7
Auto loans		101		101		—		99		—
Other		—		—		—		—		—


Total		33,647		36,908		—		32,392		1,136


With an allowance recorded:
Real estate loans
Residential		2,608		2,997		334		3,330		98
Construction		—		—		—		—		—
Commercial		657		677		84		1,598		—
Commercial		—		—		—		—		—
Obligations of states and political subdivisions		—		—		—		—		—
Home equity loans and lines of credit		53		76		50		25		—
Auto loans		—		—		—		—		—
Other		—		—		—		—		—


Total		3,318		3,750		468		4,953		98


Total:
Real estate loans
Residential		13,638		16,222		334		13,017		409
Construction		—		—		—		—		—
Commercial		22,244		23,105		84		21,798		726
Commercial		719		777		—		2,146		92
Obligations of states and political subdivisions		—		—		—		—		—
Home equity loans and lines of credit		263		453		50		285		7
Auto loans		101		101		—		99		—
Other		—		—		—		—		—


Total Impaired Loans	$	36,965	$	40,658	$	468	$	37,345	$	1,234

Management uses a ten point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are considered Substandard. The portion of any loan that represents a specific allocation of the allowance for loan losses is placed in the Doubtful category. Any portion of a loan that has been charged off is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible

credit event. The Bank’s Commercial Loan Officers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis. The Bank’s Commercial Loan Officers perform an annual review of all commercial relationships $250,000 or greater. Confirmation of the appropriate risk grade is included in the review on an ongoing basis. The Bank engages an external consultant to conduct loan reviews on at least a semi-annual basis. Generally, the external consultant reviews commercial relationships greater than $500,000 and/or all criticized relationships. Detailed reviews, including plans for resolution, are performed on loans classified as Substandard on a quarterly basis. Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

The following tables present the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of December 31, 2014 and September 30, 2014 (in thousands):


	Pass		Special Mention		Substandard		Doubtful		Total
December 31, 2014
Commercial real estate loans	$	162,444	$	7,314	$	21,449	$	294	$	191,501
Commercial		29,140		318		448		—		29,906
Obligations of states and political subdivisions		46,032		—		—		—		46,032


Total	$	237,616	$	7,632	$	21,897	$	294	$	267,439


	Pass		Special Mention		Substandard		Doubtful		Total
September 30, 2014
Commercial real estate loans	$	160,749	$	8,020	$	21,469	$	298	$	190,536
Commercial		24,874		345		588		—		25,807
Obligations of states and political subdivisions		49,177		—		—		—		49,177


Total	$	234,800	$	8,365	$	22,057	$	298	$	265,520

All other loans are underwritten and structured using standardized criteria and characteristics, primarily payment performance, and are normally risk rated and monitored collectively on a monthly basis. These are typically loans to individuals in the consumer categories and are delineated as either performing or non-performing. The following tables present the risk ratings in the consumer categories of performing and non-performing loans at December 31, 2014 and September 30, 2014 (in thousands):


	Performing		Non-performing		Total
December 31, 2014
Real estate loans:
Residential	$	631,453	$	9,543	$	640,996
Construction		1,592		—		1,592
Home equity loans and lines of credit		40,624		281		40,905
Auto loans		113,471		19		113,490
Other		3,238		14		3,252


Total	$	790,378	$	9,857	$	800,235


	Performing		Non-performing		Total
September 30, 2014
Real estate loans:
Residential	$	644,374	$	9,778	$	654,152
Construction		1,367		—		1,367
Home equity loans and lines of credit		41,128		259		41,387
Auto loans		100,571		—		100,571
Other		3,884		20		3,904


Total	$	791,324	$	10,057	$	801,381

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of December 31, 2014 and September 30, 2014 (in thousands):


	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due and still accruing		Non-Accrual		Total Past Due and Non- Accrual		Total Loans
December 31, 2014
Real estate loans
Residential	$	625,754	$	4,557	$	1,142	$	—	$	9,543	$	15,242	$	640,996
Construction		1,592		—		—		—		—		—		1,592
Commercial		179,585		1,030		193		—		10,693		11,916		191,501
Commercial		28,531		431		45		—		899		1,375		29,906
Obligations of states and political subdivisions		46,032		—		—		—		—		—		46,032
Home equity loans and lines of credit		40,040		164		420		—		281		865		40,905
Auto loans		112,296		1,103		72		—		19		1,194		113,490
Other		3,185		44		9		—		14		67		3,252

Total	$	1,037,015	$	7,329	$	1,881	$	—	$	21,449	$	30,659	$	1,067,674


	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due and still accruing		Non-Accrual		Total Past Due and Non- Accrual		Total Loans
September 30, 2014
Real estate loans
Residential	$	640,583	$	2,398	$	1,393	$	—	$	9,778	$	13,569	$	654,152
Construction		1,367		—		—		—		—		—		1,367
Commercial		179,319		516		89		—		10,612		11,217		190,536
Commercial		24,424		110		30		—		1,243		1,383		25,807
Obligations of states and political subdivisions		49,159		18		—		—		—		18		49,177
Home equity loans and lines of credit		40,870		225		33		—		259		517		41,387
Auto loans		100,112		426		33		—		—		459		100,571
Other		3,884		—		—		—		20		20		3,904

Total	$	1,039,718	$	3,693	$	1,578	$	—	$	21,912	$	27,183	$	1,066,901

Our allowance for loan losses is maintained at a level necessary to absorb loan losses that are both probable and reasonably estimable. Management, in determining the allowance for loan losses, considers the losses inherent in its loan portfolio and changes in the nature and volume of loan activities, along with the general economic and real estate market conditions. Our allowance for loan losses consists of two elements: (1) an allocated allowance, which comprises allowances established on specific loans and class allowances based on historical loss experience and current trends, and (2) an allocated allowance based on general economic conditions and other risk factors in our markets and portfolios. We maintain a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers. General loan loss allowances are based upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions, management’s judgment and losses which are probable and reasonably estimable. The allowance is increased through provisions charged against current earnings and recoveries of previously charged-off loans. Loans that are determined to be uncollectible are charged against the allowance. While management uses available information to recognize probable and reasonably estimable loan losses, future loss provisions may be necessary, based on changing economic conditions. Payments received on impaired loans generally are either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. The allowance for loan losses as of December 31, 2014 is maintained at a level that represents management’s best estimate of losses inherent in the loan portfolio, and such losses were both probable and reasonably estimable.

In addition, the FDIC and the Pennsylvania Department of Banking, as an integral part of their examination process, have periodically reviewed our allowance for loan losses. The banking regulators may require that we recognize additions to the allowance based on its analysis and review of information available to it at the time of its examination.

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

The following tables summarize changes in the primary segments of the ALL for the three month periods ending December 31, 2014 and 2013:


	Real Estate Loans
	Residential			Construction		Commercial			Commercial Loans			Obligations of States and Political Subdivisions			Home Equity Loans and Lines of Credit			Auto Loans			Other Loans			Unallocated			Total
ALL balance at September 30, 2014	$	5,573		$	11	$	663		$	528		$	163		$	470		$	459		$	32		$	735		$	8,634
Charge-offs		(509	)		—		(11	)		(27	)		—			(19	)		(40	)		—			—			(606	)
Recoveries		18			—		11			—			—			8			1			—			—			38
Provision		489			2		13			14			(18	)		86			254			(6	)		(384	)		450

ALL balance at December 31, 2014	$	5,571		$	13	$	676		$	515		$	145		$	545		$	674		$	26		$	351		$	8,516


September 30, 2013	$	5,787		$	20	$	946		$	337		$	130		$	430		$	—		$	21		$	393		$	8,064
Charge-offs		(387	)		—		(38	)		(48	)		—			(63	)		—			—			—			(536	)
Recoveries		77			—		—			11			—			—			—			3			—			91
Provision		426			6		103			30			(24	)		124			—			(2	)		87			750

ALL balance at December 31, 2013	$	5,903		$	26	$	1,011		$	330		$	106		$	491		$	—		$	22		$	480		$	8,369

Acquired loans are recorded at fair value on their purchase date without a carryover of the related allowance for loan losses.

The following table summarizes the primary segments of the ALL, segregated into amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of December 31, 2014 (in thousands):


	Real Estate Loans
	Residential		Construction		Commercial		Commercial Loans		Obligations of States and Political Subdivisions		Home Equity Loans and Lines of Credit		Auto Loans		Other Loans		Unallocated		Total
Individually evaluated for impairment		355		—		59		—		—		36		36		—		—		486
Collectively evaluated for impairment		5,216		13		617		515		145		509		638		26		351		8,030

ALL Balance at December 31, 2014		5,571		13		676		515		145		545		674		26		351		8,516

Individually evaluated for impairment		334		—		84		—		—		50		—		—		—		468
Collectively evaluated for impairment		5,239		11		579		528		163		420		459		32		735		8,166

ALL balance at September 30, 2014		5,573		11		663		528		163		470		459		32		735		8,634

The allowance for loan losses is based on estimates, and actual losses will vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date. The Company allocated decreased provisions to the construction, commercial real estate, commercial loans, home equity loans, lines of credit and other loan segments for the three month period ending December 31, 2014 due to declining loan balances and impairment evaluations in those segments. Despite the above allocations, the allowance for loan losses is general in nature and is available to absorb losses from any loan segment.

The following is a summary of troubled debt restructuring granted during the three months ended December 31, 2014 and 2013.


	For the Three Months Ended December 31, 2014
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Real estate loans:
Residential		7	$	1,073	$	1,073
Construction		—		—		—
Commercial		—		—		—
Commercial		—		—		—
Obligations of states and political subdivisions		—		—		—
Home equity loans and lines of credit		—		—		—
Auto loans		—		—		—
Other		—		—		—


Total		7	$	1,073	$	1,073

Of the 7 new troubled debt restructurings granted for the three months ended December 31, 2014, 4 loan totaling $548,000 were granted terms and rate concessions, 2 loan totaling $348,000 were granted terms concessions and 1 loan totaling $177,000 was granted a rate concession.


	For the Three Months Ended December 31, 2013
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Real estate loans:
Residential		4	$	599	$	599
Construction		—		—		—
Commercial		—		—		—
Commercial		—		—		—
Obligations of states and political subdivisions		—		—		—
Home equity loans and lines of credit		—		—		—
Auto loans		—		—		—
Other		—		—		—


Total		4	$	599	$	599

Of the 4 new troubled debt restructurings granted for the three months ended December 31, 2013, 2 loans totaling $469,000 were granted terms and rate concessions and 2 loans totaling $130,000 were granted terms concessions.

For the twelve months ended December 31, 2014, one residential real estate loan totaling $156,000 defaulted on a restructuring agreement within one year of modification. For the twelve months ended December 31, 2013, there were no loan modifications classified as troubled debt restructurings that subsequently defaulted within one year of modification.

8.	Deposits

Deposits consist of the following major classifications (in thousands):


	December 31, 2014		September 30, 2014
Non-interest bearing demand accounts	$	64,379	$	70,048
NOW accounts		122,585		163,936
Money market accounts		208,679		170,158
Savings and club accounts		124,324		122,734
Certificates of deposit		586,487		607,013


Total	$	1,106,454	$	1,133,889

9.	Net Periodic Benefit Cost-Defined Benefit Plan

For a detailed disclosure on the Bank’s pension and employee benefits plans, please refer to Note 13 of the Company’s Consolidated Financial Statements for the year ended September 30, 2014 included in the Company’s Form 10-K.

The following table comprises the components of net periodic benefit cost for the periods ended (in thousands):


	Three Months Ended December 31,
	2014			2013
Service Cost	$	218		$	144
Interest Cost		206			191
Expected return on plan assets		(308	)		(290	)
Amortization of unrecognized loss		60			7


Net periodic benefit cost	$	176		$	52

The Bank plans to contribute $500,000 to its pension plan in 2015.

10.

Equity Incentive Plan

The Company maintains the ESSA Bancorp, Inc. 2007 Equity Incentive Plan (the “Plan”). The Plan provides for a total of 2,377,326 shares of common stock for issuance upon the grant or exercise of awards. Of the shares available under the Plan, 1,698,090 may be issued in connection with the exercise of stock options and 679,236 may be issued as restricted stock. The Plan allows for the granting of non-qualified stock options (“NSOs”), incentive stock options (“ISOs”), and restricted stock. Options are granted at no less than the fair value of the Company’s common stock on the date of the grant.

Certain officers, employees and outside directors were granted in aggregate 1,140,469 NSOs; 317,910 ISOs; and 590,320 shares of restricted stock on May 23, 2008. Certain officers were granted in aggregate 30,000 shares of restricted stock on April 1, 2013 and 19,880 of restricted stock on July 22, 2014. In accordance with generally accepted accounting principles, the Company expenses the fair value of all share-based compensation grants over the requisite service periods.

The Company classifies share-based compensation for employees and outside directors within “Compensation and employee benefits” in the consolidated statement of income to correspond with the same line item as compensation paid. Additionally, generally accepted accounting principles require the Company to report: (1) the expense associated with the grants as an adjustment to operating cash flows and (2) any benefits of realized tax deductions in excess of previously recognized tax benefits on compensation expense as a financing cash flow.

Stock options vest over a five-year service period and expire ten years after grant date. The Company recognizes compensation expense for the fair values of these awards, which vest on a straight-line basis over the requisite service period of the awards.

The 2008 restricted shares vested over a five-year service period. The 2013 restricted stock shares vested over an 18-month service period. The 2014 restricted shares vest over a 39 month service period. The product of the number of shares granted and the grant date market price of the Company’s common stock determines the fair value of restricted shares under the Company’s restricted stock plan. The Company recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.

For the three months ended December 31, 2014 and 2013, the Company recorded $17,000 and $55,000 of share-based compensation expense, respectively, comprised of restricted stock expense of $17,000 for the December 31, 2014 period and restricted stock expense of $55,000 for the December 31, 2013 period. Expected future compensation expense relating to the 14,906 restricted shares at December 31, is $186,000 over the remaining vesting period of 2.75 years.

The following is a summary of the Company’s stock option activity and related information for its option grants for the three month period ended December 31, 2014.


	Number of Stock Options		Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding, September 30, 2014		1,443,379	$	12.35		3.67	$	—
Granted		—		—		—		—
Exercised		—		—		—		—
Forfeited		—		—		—		—


Outstanding, December 31, 2014		1,443,379	$	12.35		3.42	$	—


Exercisable at December 31, 2014		1,443,379	$	12.35		3.42	$	—

The following is a summary of the status of the Company’s restricted stock as of December 31, 2014, and changes therein during the three month period then ended:


	Number of Restricted Stock		Weighted- average Grant Date Fair Value
Nonvested at September 30, 2014		14,906	$	11.07
Granted		—		—
Vested		—		—
Forfeited		—		—


Nonvested at December 31, 2014		14,906	$	11.07

11.

Fair Value Measurement

The following disclosures show the hierarchal disclosure framework associated within the level of pricing observations utilized in measuring assets and liabilities at fair value. The definition of fair value maintains the exchange price notion in earlier definitions of fair value but focuses on the exit price of the asset or liability. The exit price is the price that would be received to sell the asset or paid to transfer the liability adjusted for certain inherent risks and restrictions. Expanded disclosures are also required about the use of fair value to measure assets and liabilities.

The following table presents information about the Company’s securities, other real estate owned and impaired loans measured at fair value as of December 31, 2014 and September 30, 2014 and indicates the fair value hierarchy of the valuation techniques utilized by the Bank to determine such fair value:


	Fair Value Measurement at December 31, 2014
Fair Value Measurements Utilized for the Company’s Financial Assets (in thousands):	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balances as of December 31, 2014
Securities available-for-sale measured on a recurring basis
Mortgage backed securities	$	—	$	257,101	$	—	$	257,101
Obligations of states and political subdivisions		—		46,418		—		46,418
U.S. government agencies		—		47,566		—		47,566
Corporate obligations		—		13,462		—		13,462
Trust-preferred securities		—		3,738		1,700		5,438
Other debt securities		—		8,438		500		8,938
Equity securities-financial services		2,020		—		—		2,020


Total debt and equity securities	$	2,020	$	376,723	$	2,200	$	380,943
Foreclosed real estate owned measured on a non-recurring basis	$	—	$	—	$	2,895	$	2,895
Impaired loans measured on a non-recurring basis	$	—	$	—	$	36,237	$	36,237


	Fair Value Measurement at September 30, 2014
Fair Value Measurements Utilized for the Company’s Financial Assets (in thousands):	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balances as of September 30, 2014
Securities available-for-sale measured on a recurring basis
Mortgage backed securities	$	—	$	265,052	$	—	$	265,052
Obligations of states and political subdivisions		—		42,771		—		42,771
U.S. government agencies		—		47,630		—		47,630
Corporate obligations		—		13,328		—		13,328
Trust-preferred securities		—		3,891		1,730		5,621
Other debt securities		—		6,151		500		6,651
Equity securities-financial services		2,025		—		—		2,025


Total debt and equity securities	$	2,025	$	378,823	$	2,230	$	383,078
Foreclosed real estate owned measured on a non-recurring basis	$	—	$	—	$	2,759	$	2,759
Impaired loans measured on a non-recurring basis	$	—	$	—	$	36,497	$	36,497

The following table presents a summary of changes in the fair value of the Company’s Level III investments for the three month periods ended December 31, 2014 and December 31, 2013.


	Fair Value Measurement Using Significant Unobservable Inputs (Level III)
	Three months ended
	December 31, 2014			December 31, 2013
Beginning balance	$	2,230		$	1,800
Purchases, sales, issuances, settlements, net		—			—
Total unrealized gain:
Included in earnings		—			—
Included in other comprehensive income		(30	)		40
Transfers in and/or out of Level III		—			—


	$	2,200		$	1,840

Each financial asset and liability is identified as having been valued according to a specified level of input, 1, 2 or 3. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Bank has the ability to access at the measurement date. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset, either directly or indirectly. Level 2 inputs include quoted prices for similar assets in active markets, and inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset.

The measurement of fair value should be consistent with one of the following valuation techniques: market approach, income approach, and/or cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). For example, valuation techniques consistent with the market approach often use market multiples derived from a set of comparables. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range the appropriate multiple falls requires judgment, considering factors specific to the measurement (qualitative and quantitative). Valuation techniques consistent with the market approach include matrix pricing. Matrix pricing is a mathematical technique used principally to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on a security’s relationship to other benchmark quoted securities. Most of the securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quoted market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Securities reported at fair value utilizing Level 1 inputs are limited to actively traded equity securities whose market price is readily available from the New York Stock Exchange or the NASDAQ exchange. Foreclosed real estate is measured at fair value, less cost to sell at the date of foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value, less cost to sell. Income and expenses from operations and changes in valuation allowance are included in the net expenses from foreclosed real estate. Impaired loans are reported at fair value utilizing level three inputs. For these loans, a review of the collateral is conducted and an appropriate allowance for loan losses is allocated to the loan. At December 31, 2014, 242 impaired loans with a carrying value of $36.7 million were reduced by specific valuation allowance totaling $486,000 resulting in a net fair value of $36.2 million based on Level 3 inputs. At September 30, 2014, 264 impaired loans with a carrying value of $37.0 million were reduced by a specific valuation totaling $468,000 resulting in a net fair value of $36.5 million based on Level 3 inputs.

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


	Quantitative Information about Level 3 Fair Value Measurements
(unaudited, in thousands)	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range
December 31, 2014:
Impaired loans		36,237	Appraisal of collateral (1)	Appraisal adjustments (2)	0% to 30% (25.3%)
Foreclosed real estate owned		2,895	Appraisal of collateral (1), (3)	Appraisal adjustments (2)	20% to 40% (21.4%)


	Quantitative Information about Level 3 Fair Value Measurements
(unaudited, in thousands)	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range
September 30, 2014:
Impaired loans	$	36,497	Appraisal of collateral (1)	Appraisal adjustments (2)	0% to 30% (23.5%)
Foreclosed real estate owned		2,759	Appraisal of collateral (1), (3)	Appraisal adjustments (2)	0% to 30% (20.4%)

(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.

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

(3)	Includes qualitative adjustments by management and estimated liquidation expenses.

The fair values presented represent the Company’s best estimate of fair value using the methodologies discussed below.

Disclosures about Fair Value of Financial Instruments

The fair values presented represent the Company’s best estimate of fair value using the methodologies discussed below.


	December 31, 2014
	Carrying Value		Level I		Level II		Level III		Total Fair Value
Financial assets:
Cash and cash equivalents	$	20,466	$	20,466	$	—	$	—	$	20,466
Investment and mortgage backed securities available for sale		380,943		2,020		376,723		2,200		380,943
Loans receivable, net		1,059,158		—		—		1,081,971		1,081,971
Accrued interest receivable		5,003		5,003		—		—		5,003
FHLB stock		12,640		12,640		—		—		12,640
Mortgage servicing rights		623		—		—		623		623
Bank owned life insurance		29,959		29,959		—		—		29,959

Financial liabilities:
Deposits	$	1,106,454	$	519,967	$	—	$	589,505		1,109,472
Short-term borrowings		110,879		110,879		—		—		110,879
Other borrowings		165,229		—		—		160,558		160,558
Advances by borrowers for taxes and insurance		7,075		7,075		—		—		7,075
Accrued interest payable		945		945		—		—		945

	September 30, 2014
	Carrying Value		Level I		Level II		Level III		Total Fair Value
Financial assets:
Cash and cash equivalents	$	22,301	$	22,301	$	—	$	—	$	22,301
Investment and mortgage backed securities available for sale		383,078		2,025		378,823		2,230		383,078
Loans receivable, net		1,058,267		—		—		1,077,585		1,077,585
Accrued interest receivable		5,061		5,061		—		—		5,061
FHLB stock		14,284		14,284		—		—		14,284
Mortgage servicing rights		688		—		—		688		688
Bank owned life insurance		29,720		29,720		—		—		29,720

Financial liabilities:
Deposits	$	1,133,889	$	526,876	$	—	$	608,936		1,135,812
Short-term borrowings		108,020		108,020		—		—		108,020
Other borrowings		151,300		—		—		151,617		151,617
Advances by borrowers for taxes and insurance		4,093		4,093		—		—		4,093
Accrued interest payable		831		831		—		—		831

Financial instruments are defined as cash, evidence of an ownership interest in an entity, or a contract which creates an obligation or right to receive or deliver cash or another financial instrument from/to a second entity on potentially favorable or unfavorable terms.

Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. If a quoted market price is available for a financial instrument, the fair value would be calculated based upon the market price per trading unit of the instrument.

If no readily available market exists, the fair value for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimated losses, and other factors as determined through various option pricing formulas or simulation modeling.

As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain, the resulting values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition, changes in the assumptions on which the values are based may have a significant impact on the resulting estimated values.

As certain assets and liabilities, such as deferred tax assets, premises and equipment, and many other operational elements of the Bank, are not considered financial instruments but have value, this fair value of financial instruments would not represent the full market value of the Company.

The Company employed simulation modeling in determining the fair value of financial instruments for which quoted market prices were not available based upon the following assumptions:

Cash and Cash Equivalents, Accrued Interest Receivable, Short-Term Borrowings, Advances by Borrowers for Taxes and Insurance, and Accrued Interest Payable

The fair value approximates the current book value.

Bank-Owned Life Insurance

The fair value is equal to the cash surrender value of the Bank-owned life insurance.

Investment and Mortgage-Backed Securities Available for Sale and FHLB Stock

The fair value of investment and mortgage-backed securities available for sale is equal to the available quoted market price. If no quoted market price is available, fair value is estimated using the quoted market price for similar securities. Since the FHLB stock is not actively traded on a secondary market and held exclusively by member financial institutions, the fair market value approximates the carrying amount. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.

Loans Receivable

The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Mortgage Servicing Rights

The Company utilizes a third party provider to estimate the fair value of certain loan servicing rights. Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation.

Deposits

The fair values disclosed for demand, savings, and money market deposit accounts are valued at the amount payable on demand as of quarter-end. Fair values for time deposits are estimated using a discounted cash flow calculation that applies contractual costs currently being offered in the existing portfolio to current market rates being offered for deposits of similar remaining maturities.

Other Borrowings

Fair values for other borrowings are estimated using a discounted cash flow calculation that applies contractual costs currently being offered in the existing portfolio to current market rates being offered for other borrowings of similar remaining maturities.

Commitments to Extend Credit

These financial instruments are generally not subject to sale, and fair values are not readily available. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, are not considered material for disclosure.

12.

Accumulated Other Comprehensive Income/(Loss)

The activity in accumulated other comprehensive income/(loss) for the three months ended December 31, 2014 and 2013 is as follows:


	Accumulated Other Comprehensive Income/(Loss)
	Defined Benefit Pension Plan			Unrealized Gains (Losses) on Securities Available for Sale			Total
Balance at September 30, 2014	$	(3,228	)	$	649		$	(2,579	)
Other comprehensive income before reclassifications		—			1,808			1,808
Amounts reclassified from accumulated other comprehensive income, net of tax		40			—			40

Period change		40			1,808			1,848

Balance at December 31, 2014		(3,188	)		2,457			(731	)


Balance at September 30, 2013	$	(1,306	)	$	71			(1,235	)
Other comprehensive loss before reclassifications		—			(1,345	)		(1,345	)
Amounts reclassified from accumulated other comprehensive income, net of tax		5			—			5

Period change		5			(1,345	)		(1,340	)

Balance at December 31, 2013	$	(1,301	)	$	(1,274	)	$	(2,575	)


	Amount Reclassified from Accumulated Other Comprehensive Income/(Loss)
	Accumulated Other Comprehensive Income/(Loss) for the Three Months Ended December 31,						Affected Line Item in the Consolidated Statement of Income
	2014			2013
Defined benefit pension plan:
Amortization of net loss and prior service costs		(60	)		(7	)	Compensation and employee benefits
Related income tax expense		20			2		Provision for income taxes

Net effect on accumulated other		(40	)		(5	)	Net of tax

Total reclassification for the period		(40	)		(5	)	Net of tax

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This quarterly report contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include:

•

statements of our goals, intentions and expectations;

•

statements regarding our business plans and prospects and growth and operating strategies;

•

statements regarding the asset quality of our loan and investment portfolios; and

•

estimates of our risks and future costs and benefits.

By identifying these forward-looking statements for you in this manner, we are alerting you to the possibility that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Important factors that could cause our actual results and financial condition to differ from those indicated in the forward-looking statements include, among others, those discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K and Part II, Item 1A of this Report on Form 10-Q, as well as the following factors:

•

significantly increased competition among depository and other financial institutions;

•

inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

•

general economic conditions, either nationally or in our market areas, that are worse than expected;

•

adverse changes in the securities markets;

•

legislative or regulatory changes that adversely affect our business;

•

our ability to enter new markets successfully and take advantage of growth opportunities, and the possible short-term dilutive effect of potential acquisitions or de novo branches, if any;

•

changes in consumer spending, borrowing and savings habits;

•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies and the Financial Accounting Standards Board; and

•

changes in our organization, compensation and benefit plans.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Comparison of Financial Condition at December 31, 2014 and September 30, 2014

Total Assets. Total assets decreased by $7.1 million, or 0.45%, to $1,567.8 million at December 31, 2014 from $1,574.8 million at September 30, 2014. Decreases in total cash of $1.8 million, investment securities available for sale of $2.1 million and regulatory stock of $1.6 million were the primary reasons.

Total Cash and Cash Equivalents. Total cash and cash equivalents decreased $1.8 million, or 8.2%, to $20.5 million at December 31, 2014 from $22.3 million at September 30, 2014. Declines in cash and due from banks of $5.1 million were partially offset by an increase in interest bearing deposits with other institutions of $3.2 million.

Net Loans. Net loans increased $891,000, or 0.08%, to $1,059.2 million at December 31, 2014 from $1,058.3 million at September 30, 2014. During this period, commercial real estate loans increased $965,000 to $191.5 million, commercial loans increased $4.1 million to $29.9 million, construction loans increased $225,000 million to $1.6 million and auto loans increased $12.9 million to $113.5 million. These increases were partially offset by decreases in residential loans of $13.2 million to $641.0 million, obligations of states and political subdivisions outstanding of $3.1 million to $46.0 million, home equity loans and lines of credit of $482,000 to $40.9 million and other loans of $652,000 to $3.3 million.

Investment Securities Available for Sale. Investment securities available for sale decreased $2.1 million, or 0.6%, to $380.9 million at December 31, 2014 from $383.1 million at September 30, 2014. The decrease was due primarily to decreases in mortgage backed securities of $8.0 million offset in part by increases in obligations of states and political subdivisions of $3.6 million and other debt securities of $2.3 million.

Deposits. Deposits decreased $27.4 million, or 2.4%, to $1,106.5 million at December 31, 2014 from $1,133.9 million at September 30, 2014, primarily as a result of declines in non-interest bearing accounts, NOW accounts and certificates of deposit offset in part by increases in

money market and savings accounts. At December 31, 2014 compared to September 30, 2014, certificate of deposit accounts decreased $20.5 million to $586.5 million, NOW accounts decreased $41.4 million to $122.6 million, non-interest bearing demand accounts decreased $5.7 million to $64.4 million, money market accounts increased $38.5 million to $208.7 million and savings and club accounts increased $1.6 million to $124.3 million. Included in the certificates of deposit at December 31, 2014 was a decrease in brokered certificates of $5.4 million to $212.9 million.

Borrowed Funds. Borrowed funds increased by $16.8 million, or 6.5%, to $276.1 million at December 31, 2014, from $259.3 million at September 30, 2014. The increase in borrowed funds was primarily due to increases in short term borrowings of $2.9 million and other borrowings of $13.9 million.

Stockholders’ Equity. Stockholders’ equity increased by $2.2 million, or 1.3%, to $169.5 million at December 31, 2014 from $167.3 million at September 30, 2014.

Average Balance Sheets for the Three Months Ended December 31, 2014 and 2013

The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances, the yields set forth below include the effect of deferred fees and discounts and premiums that are amortized or accreted to interest income.


	For the Three Months Ended December 31,
	2014									2013
	Average Balance			Interest Income/ Expenses			Yield/Cost			Average Balance			Interest Income/ Expenses			Yield/Cost
	(dollars in thousands)

Interest-earning assets:
Loans⁽¹⁾	$	1,067,240		$	11,449			4.26	%	$	928,643		$	10,523			4.50	%
Investment Securities
Taxable⁽²⁾		80,914			505			2.48	%		87,136			426			1.94	%
Exempt from federal income tax⁽²⁾⁽³⁾		34,609			234			4.06	%		13,685			73			3.21	%

Total investment securities		115,523			739			2.95	%		100,821			499			2.11	%
Mortgage-backed securities		268,113			1,384			2.05	%		217,736			1,101			2.01	%
Regulatory stock		12,671			129			4.04	%		9,729			55			2.24	%
Other		3,368			7			0.82	%		7,989			4			0.20	%

Total interest-earning assets		1,466,915			13,708			3.74	%		1,264,918			12,182			3.83	%
Allowance for loan losses		(8,566	)								(7,993	)
Noninterest-earning assets		112,044									104,109

Total assets	$	1,570,393								$	1,361,034


Interest-bearing liabilities:
NOW accounts	$	130,681			26			0.08	%	$	90,559			11			0.05	%
Money market accounts		196,783			125			0.25	%		137,745			70			0.20	%
Savings and club accounts		118,418			15			0.05	%		107,367			14			0.05	%
Certificates of deposit		593,364			1,799			1.20	%		614,547			1,893			1.22	%
Borrowed funds		277,908			693			0.99	%		170,358			703			1.64	%

Total interest-bearing liabilities		1,317,154			2,658			0.80	%		1,120,576			2,691			0.95	%
Non-interest-bearing NOW accounts		68,243									58,412
Non-interest-bearing liabilities		15,070									13,988

Total liabilities		1,400,467									1,192,976
Equity		169,926									168,058

Total liabilities and equity	$	1,570,393								$	1,361,034


Net interest income				$	11,050			2.94	%				$	9,491			2.88	%

Interest rate spread
Net interest-earning assets	$	149,761						2.99	%	$	144,342						2.98	%

Net interest margin
Average interest-earning assets to average interest-bearing liabilities					111.37	%								112.88	%

(1)	Non-accruing loans are included in the outstanding loan balances.

(2)	Available for sale securities are reported at fair value.

(3)	Yields on tax exempt securities have been calculated on a fully tax equivalent basis assuming a tax rate of 34%.

(4)	Represents the difference between interest earned and interest paid, divided by average total interest earning assets.

Comparison of Operating Results for the Three Months Ended December 31, 2014 and December 31, 2013

Net Income. Net income increased $592,000, or 29.5%, to $2.6 million for the three months ended December 31, 2014 compared to net income of $2.0 million for the comparable period in 2013. The increase was due primarily to increases in net interest income and noninterest income, offset in part by an increase in noninterest expenses.

Net Interest Income. Net interest income increased $1.6 million, or 16.4%, to $11.1 million for the three months ended December 31, 2014 from $9.5 million for the comparable period in 2013. The increase was primarily attributable to an increase in the Company’s interest rate spread to 2.94% for the three months ended December 31, 2014, from 2.88% for the comparable period in 2013, and an increase of $5.4 million in the Company’s average net interest-earnings assets.

Interest Income. Interest income increased $1.5 million, or 12.5%, to $13.7 million for the three months ended December 31, 2014 from $12.2 million for the comparable 2013 period. The increase resulted primarily from an increase in interest earning assets of $202.0 million offset in part by a decline in the yield on interest earning assets of 9 basis points. The average yield on interest earning assets was 3.74% for the three months ended December 31, 2014, as compared to 3.83% for the comparable 2013 period. Loans increased on average $138.6 million between the two periods. In addition, average investment securities increased $14.7 million, mortgage-backed securities increased $50.4 million, regulatory stock increased $2.9 million and other interest earning assets decreased $4.6 million.

Interest Expense. Interest expense decreased $33,000, or 1.2%, to $2.7 million for the three months ended December 31, 2014 from $2.7 million for the comparable 2013 period. The decrease resulted from a $196.6 million increase in average interest bearing liabilities for the three months ended December 31, 2014, offset by a 15 basis point decrease in the overall cost of interest bearing liabilities to 0.80% for the three months ended December 31, 2014 from 0.95% for the comparable 2013 period. Increases in all interest bearing accounts as a result of the Franklin Security Bancorp merger was the primary reason for the increase in average interest bearing liabilities.

Provision for Loan Losses. In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect a borrower’s ability to repay, the estimated value of any underlying collateral, peer group information and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are subject to interpretation and revision as more information becomes available or as future events occur. After an evaluation of these factors, management made a provision for loan losses of $450,000 for the three month period ended December 31, 2014 as compared to $750,000 for the three month period ended December 31, 2013. The allowance for loan losses was $8.5 million, or 0.80% of loans outstanding, at December 31, 2014, compared to $8.6 million, or 0.81% of loans outstanding at September 30, 2014.

Non-interest Income. Non-interest income increased $187,000, or 11.5%, to $1.8 million for the three months ended December 31, 2014 from $1.6 million for the comparable period in 2013. The primary reason for the increase was an increase in service charges and fees on loans of $130,000.

Non-interest Expense. Non-interest expense increased $1.2 million, or 15.7%, to $9.0 million for the three months ended December 31, 2014 from $7.7 million for the comparable period in 2013. The primary reasons for the increase were increases in compensation and employee benefits of $806,000 and other expenses of $435,000 due to increased expenses since the acquisition of Franklin Security Bank.

Income Taxes. Income tax expense increased $236,000 to $852,000 for the three months ended December 31, 2014 from $616,000 for the comparable 2013 period. The increase was primarily a result of the increase in income before taxes of $828,000 for the three months ended December 31, 2014. The effective tax rate was 24.7% for the three months ended December 31, 2014, compared to 23.5% for the 2013 period.

Non-Performing Assets

The following table provides information with respect to the Bank’s non-performing assets at the dates indicated. (Dollars in thousands)


	December 31, 2014			September 30, 2014

Non-performing assets:
Non-accruing loans	$	21,449		$	21,912
Troubled debt restructures		784			238


Total non-performing loans		22,233			22,150
Foreclosed real estate		2,895			2,759
Other repossessed assets		79			69

Total non-performing assets	$	25,207		$	24,978


Ratio of non-performing loans to total loans		2.08	%		2.08	%
Ratio of non-performing loans to total assets		1.42	%		1.41	%
Ratio of non-performing assets to total assets		1.61	%		1.58	%
Ratio of allowance for loan losses to total loans		0.80	%		0.81	%

Loans are reviewed on a regular basis and are placed on non-accrual status when they become more than 90 days delinquent. When loans are placed on non-accrual status, unpaid accrued interest is fully reserved, and further income is recognized only to the extent received. Non-performing assets increased $228,000 to $25.2 million at December 31, 2014 from $25.0 million at September 30, 2014. Non-performing loans increased $81,000 to $22.2 million at December 31, 2014 from $22.2 million at September 30, 2014. The year to date increase was primarily due to an increase of $545,000 in nonperforming troubled debt restructures offset by a $263,000 decrease in nonperforming commercial loans and a $235,000 decrease in nonperforming residential loans. The number of nonperforming residential loans decreased to 94 at December 31, 2014, from 96 at September 30, 2014. The $21.4 million of non-accruing loans at December 31, 2014 included 94 residential loans with an aggregate outstanding balance of $9.5 million, 77 commercial and commercial real estate loans with aggregate outstanding balances of $11.6 million and 25 consumer loans with aggregate balances of $314,000. Within the residential loan balance are $2.4 million of loans less than 90 days past due. In the quarter ended December 31, 2014, the Company identified 17 residential loans which, although paying as agreed, have a high probability of default. Foreclosed real estate increased $136,000 to $2.9 million at December 31, 2014 from $2.8 million at September 30, 2014. Foreclosed real estate consists of 30 residential properties, one building lot and two commercial properties.

At December 31, 2014, the principal balance of troubled debt restructures was $8.3 million as compared to $6.8 million at September 30, 2014. Of the $8.3 million of troubled debt restructures at December 31, 2014, $3.5 million are performing loans and $4.8 million are non-accrual loans. An additional $784,000 of performing troubled debt restructures are classified as non-performing assets because they were non-performing assets at the time they were restructured.

Of the 66 loans that comprise our troubled debt restructures at December 31, 2014, no loans were granted a rate concession at a below market interest rate. Twenty-six loans with balances totaling $3.6 million were granted market rate and terms concessions, 11 loans totaling $1.0 million were granted an interest rate concession and 29 loans with balances totaling $3.7 million were granted term concessions.

As of December 31, 2014, troubled debt restructures were comprised of 54 residential loans totaling $6.8 million, 11 commercial and commercial real estate loans totaling $1.4 million, and one consumer (home equity loans, home equity lines and credit, and other) totaling $96,000.

For the three month period ended December 31, 2014, three loans totaling $275,000 were removed from non-performing TDR status due to completion of 12 months of consecutive on time payments.

We have modified terms of loans that do not meet the definition of a TDR. The vast majority of such loans were rate modifications of residential first mortgage loans in lieu of refinancing. The non-TDR rate modifications were all performing loans when the rates were reset to current market rates. For the three months ended December 31, 2014, we modified 12 loans ($1.7 million) in this fashion. With regard to commercial loans, including commercial real estate loans, there were seven such loans in the three months ended December 31, 2014 with an aggregate balance of approximately $7.4 million.

Liquidity and Capital Resources

We maintain liquid assets at levels we consider adequate to meet both our short-term and long-term liquidity needs. We adjust our liquidity levels to fund deposit outflows, repay our borrowings and to fund loan commitments. We also adjust liquidity as appropriate to meet asset and liability management objectives.

Our primary sources of liquidity are deposits, prepayment and repayment of loans and mortgage-backed securities, maturities of investment securities and other short-term investments, and earnings and funds provided from operations, as well as access to FHLBank advances and other borrowing sources. While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competition. We set the interest rates on our deposits to maintain a desired level of total deposits.

A portion of our liquidity consists of cash and cash equivalents and borrowings, which are a product of our operating, investing and financing activities. At December 31, 2014, $20.5 million of our assets were invested in cash and cash equivalents. Our primary sources of cash are principal repayments on loans, proceeds from the maturities of investment securities, principal repayments of mortgage-backed securities and increases in deposit accounts. Short-term investment securities (maturing in one year or less) totaled $2.0 million at December 31, 2014. As of December 31, 2014, we had $276.1 million in borrowings outstanding from FHLBank Pittsburgh. We have access to total FHLBank advances of up to approximately $568.4 million.

At December 31, 2014, we had $94.0 million in loan commitments outstanding, which included, in part, $9.7 million in undisbursed construction loans and land development loans, $31.8 million in unused home equity lines of credit, $43.8 million in commercial lines of credit and commitments to originate commercial loans, $7.1 million in performance standby letters of credit and $1.6 million in other unused commitments which are primarily to originate residential mortgage loans and multifamily loans. Certificates of deposit due within one year of December 31, 2014 totaled $270.3 million, or 46.1% of certificates of deposit. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before December 31, 2015. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

As reported in the Consolidated Statements of Cash Flows, our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was $3.5 million and $3.2 million for the three months ended December 31, 2014 and 2013, respectively. These amounts differ from our net income because of a variety of cash receipts and disbursements that did not affect net income for the respective periods. Net cash provided in investing activities was $4.7 million and $1.5 million for the three months ended December 31, 2014 and 2013, respectively, principally reflecting our loan and investment security activities. Deposit and borrowing cash flows have comprised most of our financing activities which resulted in net cash used of $10.1 million and $16.5 million for the three months ended December 31, 2014 and 2013, respectively.

Critical Accounting Policies

We consider accounting policies that require management to exercise significant judgment or discretion or make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. We consider the following to be our critical accounting policies:

Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses which is charged against income. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical. The methodology for determining the allowance for loan losses is considered a critical accounting policy by management due to the high degree of judgment involved, the subjectivity of the assumptions utilized and the potential for changes in the economic environment that could result in changes to the amount of the recorded allowance for loan losses.

As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans and discounted cash flow valuations of properties are critical in determining the amount of the allowance required for specific loans. Assumptions for appraisals and discounted cash flow valuations are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals and discounted cash flow valuations are carefully reviewed by management to determine that the resulting values reasonably reflect amounts realizable on the related loans.

Management performs a quarterly evaluation of the adequacy of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal and external loan reviews and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revision based on changes in economic and real estate market conditions.

The analysis of the allowance for loan losses has two components: specific and general allocations. Specific allocations are made for loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allocations. Actual loan losses may be significantly more than the allowance for loan losses we have established which could have a material negative effect on our financial results.

Goodwill and Intangible Assets. Goodwill is not amortized, but it is tested at least annually for impairment in the fourth quarter, or more frequently if indicators of impairment are present. If the estimated current fair value of a reporting unit exceeds its carrying value, no additional testing is required and an impairment loss is not recorded. The Company uses market capitalization and multiples of tangible book value methods to determine the estimated current fair value of its reporting unit. Based on this analysis, no impairment was recorded in 2015 or 2014.

The other intangibles assets are assigned useful lives, which are amortized on an accelerated basis over their weighted-average lives. The Company periodically reviews the intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such asset may not be recoverable. Based on these reviews, no impairment was recorded in 2015 and 2014.

Employee Benefit Plans. The Bank maintains a noncontributory, defined benefit pension plan for all employees who have met age and length of service requirements. The Bank also maintains a defined contribution Section 401(k) plan covering eligible employees. The Company created an ESOP for the benefit of employees who meet certain eligibility requirements. The Company makes cash contributions to the ESOP on an annual basis.

The Company maintains an equity incentive plan to provide for issuance or granting of shares of common stock for stock options or restricted stock. The Company has recorded stock-based employee compensation cost using the fair value method as allowed under generally accepted accounting principles. Management estimated the fair values of all option grants using the Black-Scholes option-pricing model. Management estimated the expected life of the options using the simplified method as allowed under generally accepted accounting principles. The risk-free rate was determined utilizing the treasury yield for the expected life of the option contract.

Fair Value Measurements. We group our assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:

•

Level I – Valuation is based upon quoted prices for identical instruments traded in active markets.

•

Level II – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

•

Level III – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset.

We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy in generally accepted accounting principles.

Fair value measurements for most of our assets are obtained from independent pricing services that we have engaged for this purpose. When available, we, or our independent pricing service, use quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that incorporate available trade, bid, and other market information. Subsequently, all of our financial instruments use either of the foregoing methodologies to determine fair value adjustments recorded to our financial statements. In certain cases, however, when market observable inputs for model-based valuation techniques may not be readily available, we are required to make judgments about assumptions market participants would use in estimating the fair value of financial instruments. The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in the market conditions may reduce the availability of quoted prices or observable data. When market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future valuations.

Other-than-Temporary Investment Security Impairment. Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other-than-temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

Deferred Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. We consider the determination of this valuation allowance to be a critical accounting policy because of the need to exercise significant judgment in evaluating the amount and timing of recognition of deferred tax liabilities and assets, including projections of future taxable income. These judgments and estimates are reviewed on a continual basis as regulatory and business factors change. A valuation allowance for deferred tax assets may be required if the amount of taxes recoverable through loss carryback declines, or if we project lower levels of future taxable income. Such a valuation allowance would be established through a charge to income tax expense which would adversely affect our operating results.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements (as such term is defined in applicable Securities and Exchange Commission rules) that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

During the first three months of fiscal 2015, the Company’s contractual obligations did not change materially from those discussed in the Company’s Financial Statements for the year ended September 30, 2014.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits and borrowings. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has approved guidelines for managing the interest rate risk inherent in our assets and liabilities, given our business strategy, operating environment, capital, liquidity and performance objectives. Senior management monitors the level of interest rate risk on a regular basis and the asset/liability committee meets quarterly to review our asset/liability policies and interest rate risk position.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. The net proceeds from the Company’s stock offering increased our capital and provided management with greater flexibility to manage our interest rate risk. In particular, management used the majority of the capital we received to increase our interest-earning assets. There have been no material changes in our interest rate risk since September 30, 2014.

Item 4.

Controls and Procedures

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

There were no changes made in the Company’s internal controls over financial reporting (as defined by rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) or in other factors that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting during the period covered by this report.

Part II – Other Information

Item 1.

Legal Proceedings

The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

Item 1A.

Risk Factors

There have been no material changes in the “Risk Factors” as disclosed in the Company’s response to Item 1A to Part 1 of Form 10-K for the year ended September 30, 2014 filed on December 15, 2014.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents a summary of the company’s share repurchases during the quarter ended December 31, 2014.

Company Purchases of Common Stock


Month Ending	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Maximum number of shares that may yet be purchased under the plans or programs

October 31, 2014		—	$	—		—		—
November 30, 2014		146,000		11.54		146,000		—
December 31, 2014		—		—		—		—

Total		146,000	$	11.54		146,000		138,300

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Not applicable.

Item 6.

Exhibits

The following exhibits are either filed as part of this report or are incorporated herein by reference:


3.1		Articles of Incorporation of ESSA Bancorp, Inc.*

3.2		Bylaws of ESSA Bancorp, Inc.*

4		Form of Common Stock Certificate of ESSA Bancorp, Inc.*

10.1		Amended and Restated Employment Agreement for Gary S. Olson**

10.2		Amended and Restated Employment Agreement for Allan A. Muto**

10.3		Amended and Restated Employment Agreement for Diane K. Reimer **

10.4		Amended and Restated Employment Agreement for V. Gail Bryant (Warner)**

10.5		Supplemental Executive Retirement Plan**

10.6		Endorsement Split Dollar Life Insurance Agreement for Gary S. Olson**

10.7		Endorsement Split Dollar Life Insurance Agreement for Allan A. Muto **

10.8		Endorsement Split Dollar Life Insurance Agreement for Diane K. Reimer **

10.9		Endorsement Split Dollar Life Insurance Agreement for V. Gail Bryant (Warner)**

10.10		ESSA Bancorp, Inc. 2007 Equity Incentive Plan***

21		Subsidiaries of Registrant*

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Condition; (ii) the Consolidated Statement of Income; (iii) the Consolidated Statement of Changes in Stockholder Equity; the Consolidated Statement of Cash Flows; and (iv) the Notes to Consolidated Financial Statements.

*	Incorporated by reference to the Registration Statement on Form S-1 of ESSA Bancorp, Inc. (file no. 333-139157), originally filed with the Securities and Exchange Commission on December 7, 2006.

**	Incorporated by reference to ESSA Bancorp, Inc.’s current report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2008.

***	Incorporated by reference to Appendix A to the Proxy Statement for the Annual Meeting of Stockholders of ESSA Bancorp, Inc. (file no. 001-33384), filed by ESSA Bancorp, Inc. under the Exchange Act on April 4, 2008.

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.


				ESSA BANCORP, INC.

Date: February 9, 2015				/s/ Gary S. Olson
				Gary S. Olson
				President and Chief Executive Officer

Date: February 9, 2015				/s/ Allan A. Muto
				Allan A. Muto
				Executive Vice President and Chief Financial Officer