Stewardship Financial (SSFN) 10-Q 2012 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

£ TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-33377

Stewardship Financial Corporation

(Exact name of registrant as specified in its charter)

New Jersey	22-3351447
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
630 Godwin Avenue, Midland Park,  NJ	07432
(Address of principal executive offices)	(Zip Code)

(201) 444-7100

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by a checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesý   Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesý Noo

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,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filero	Accelerated filero
Non-accelerated filero (Do not check if a smaller reporting company)	Smaller reporting companyý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso  Noý

The number of shares outstanding, net of treasury stock, of the Registrant’s Common Stock, no par value, as of November 1, 2012 was 5,919,816.

Stewardship Financial Corporation

INDEX

	PAGE
	NUMBER
PART I  -  FINANCIAL INFORMATION
ITEM 1  -   FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition at September 30, 2012 and December 31, 2011 (Unaudited)	1
Consolidated Statements of Income for the Three and Nine Months ended September 30, 2012 and 2011 (Unaudited)	2
Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months ended September 30, 2012 and 2011 (Unaudited)	3
Consolidated Statements of Comprehensive Income for the Three and Nine Months ended September 30, 2012 and 2011 (Unaudited)	4
Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2012 and 2011 (Unaudited)	5 - 6
Notes to Consolidated Financial Statements (Unaudited)	7 - 29
ITEM 2  -   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30 - 39
ITEM 3 -   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	40
ITEM 4 -    CONTROLS AND PROCEDURES	40
PART II  -  OTHER INFORMATION
ITEM 6 -     EXHIBITS	41
SIGNATURES	42
EXHIBIT INDEX	43

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Stewardship Financial Corporation and Subsidiary

Consolidated Statements of Financial Condition

(Unaudited)

	September 30,		December 31,
	2012		2011
Assets
Cash and due from banks	$	16,754,000	$	13,289,000
Other interest-earning assets		633,000		409,000
Cash and cash equivalents		17,387,000		13,698,000
Securities available for sale		173,999,000		170,925,000
Securities held to maturity; estimated fair value of $34,300,000 (2012) and $40,984,000 (2011)		31,890,000		38,354,000
FHLB-NY stock, at cost		2,213,000		2,478,000
Mortgage loans held for sale		938,000		4,711,000
Loans, net of allowance for loan losses of $12,598,000 (2012) and $11,604,000 (2011)		425,494,000		444,803,000
Premises and equipment, net		5,759,000		6,101,000
Accrued interest receivable		2,204,000		2,618,000
Other real estate owned, net		2,985,000		5,288,000
Bank owned life insurance		10,389,000		10,145,000
Other assets		10,554,000		9,697,000
Total assets	$	683,812,000	$	708,818,000
Liabilities and shareholders' equity
Liabilities
Deposits:
Noninterest-bearing	$	125,060,000	$	115,776,000
Interest-bearing		458,366,000		477,776,000
Total deposits		583,426,000		593,552,000
Federal Home Loan Bank of New York advances		25,000,000		32,700,000
Securities sold under agreements to repurchase		7,342,000		14,342,000
Subordinated debentures		7,217,000		7,217,000
Accrued interest payable		547,000		775,000
Accrued expenses and other liabilities		2,406,000		2,440,000
Total liabilities		625,938,000		651,026,000
Commitments and contingencies		—		—
Shareholders' equity
Preferred stock, no par value; 2,500,000 shares authorized; 15,000 shares
issued and outstanding at September 30, 2012 and December 31, 2011
liquidation preference of $15,000,000		14,963,000		14,955,000
Common stock, no par value; 10,000,000 shares authorized;
5,919,578 and 5,882,504 shares issued and outstanding at September 30, 2012
and December 31, 2011, respectively		40,585,000		40,420,000
Retained earnings		824,000		1,043,000
Accumulated other comprehensive income, net		1,502,000		1,374,000
Total shareholders' equity		57,874,000		57,792,000
Total liabilities and shareholders' equity	$	683,812,000	$	708,818,000

See notes to unaudited consolidated financial statements.

Stewardship Financial Corporation and Subsidiary

Consolidated Statements of Income

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Interest income:
Loans	$	5,951,000	$	6,723,000	$	18,295,000	$	19,829,000
Securities held to maturity
Taxable		109,000		168,000		389,000		528,000
Non-taxable		203,000		218,000		616,000		662,000
Securities available for sale
Taxable		747,000		811,000		2,344,000		2,528,000
Non-taxable		73,000		58,000		198,000		154,000
FHLB dividends		26,000		28,000		83,000		96,000
Other interest-earning assets		11,000		12,000		28,000		29,000
Total interest income		7,120,000		8,018,000		21,953,000		23,826,000
Interest expense:
Deposits		802,000		1,205,000		2,679,000		3,774,000
Borrowed money		457,000		527,000		1,402,000		1,596,000
Total interest expense		1,259,000		1,732,000		4,081,000		5,370,000
Net interest income before provision for loan losses		5,861,000		6,286,000		17,872,000		18,456,000
Provision for loan losses		2,000,000		2,330,000		6,665,000		5,920,000
Net interest income after provision for loan losses		3,861,000		3,956,000		11,207,000		12,536,000
Noninterest income:
Fees and service charges		496,000		501,000		1,542,000		1,550,000
Bank owned life insurance		83,000		83,000		244,000		244,000
Gain on calls and sales of securities, net		891,000		454,000		1,336,000		475,000
Gain on sales of mortgage loans		162,000		245,000		727,000		835,000
Miscellaneous		87,000		67,000		331,000		273,000
Total noninterest income		1,719,000		1,350,000		4,180,000		3,377,000
Noninterest expenses:
Salaries and employee benefits		2,394,000		2,380,000		7,037,000		6,877,000
Occupancy, net		494,000		516,000		1,452,000		1,536,000
Equipment		240,000		235,000		731,000		731,000
Data processing		324,000		335,000		974,000		1,010,000
Advertising		145,000		180,000		423,000		396,000
FDIC insurance premium		154,000		152,000		457,000		553,000
Loss on early extinguishment of debt		691,000		—		691,000		—
Miscellaneous		764,000		817,000		2,649,000		2,732,000
Total noninterest expenses		5,206,000		4,615,000		14,414,000		13,835,000
Income before income tax expense		374,000		691,000		973,000		2,078,000
Income tax expense		46,000		113,000		193,000		432,000
Net income		328,000		578,000		780,000		1,646,000
Dividends on preferred stock and accretion		112,000		244,000		225,000		520,000
Net income available to common shareholders	$	216,000	$	334,000	$	555,000	$	1,126,000
Basic earnings per common share	$	0.04	$	0.06	$	0.09	$	0.19
Diluted earnings per common share	$	0.04	$	0.06	$	0.09	$	0.19
Weighted average number of common shares outstanding		5,916,123		5,866,575		5,903,598		5,855,663
Weighted average number of diluted common
shares outstanding		5,916,123		5,866,575		5,903,598		5,855,663

See notes to unaudited consolidated financial statements.

2

Stewardship Financial Corporation and Subsidiary

Consolidated Statement of Changes in Stockholders' Equity

(Unaudited)

	Nine Months Ended September 30, 2012
													Accumulated
													Other
													Comprehensive
	Preferred		Common Stock					Retained			Treasury		Income
	Stock		Shares		Amount			Earnings			Stock		(Loss), Net		Total
Balance -- December 31, 2011	$	14,955,000		5,882,504	$	40,420,000		$	1,043,000		$	—	$	1,374,000	$	57,792,000
Cash dividends paid on common stock		—		—		—			(766,000	)		—		—		(766,000	)
Payment of discount on dividend
reinvestment plan		—		—		(7,000	)		—			—		—		(7,000	)
Cash dividends accrued on preferred stock		—		—		—			(225,000	)		—		—		(225,000	)
Common stock issued under stock plans		—		37,074		172,000			—			—		—		172,000
Amortization of issuance costs		8,000		—		—			(8,000	)		—				—
Net income		—		—		—			780,000			—		—		780,000
Change in unrealized holding gains on
securities available for sale arising during
the period (net of taxes of $67,000)		—		—		—			—			—		119,000		119,000
Change in fair value of interest rate
swap (net of taxes of $6,000)		—		—		—			—			—		9,000		9,000
Balance -- September 30, 2012	$	14,963,000		5,919,578	$	40,585,000		$	824,000		$	—	$	1,502,000	$	57,874,000

	Nine Months Ended September 30, 2011
															Accumulated
															Other
															Comprehensive
	Preferred			Common Stock					Retained			Treasury			Income
	Stock			Shares		Amount			Earnings			Stock			(Loss), Net			Total
Balance -- December 31, 2010	$	9,796,000			5,846,927	$	40,516,000		$	1,959,000		$	(13,000	)	$	(126,000	)	$	52,132,000
Proceeds from issuance of preferred stock		15,000,000			—		—			—			—			—			15,000,000
Preferred stock issuance costs		(42,000	)		—		—			—			—			—			(42,000	)
Repurchase of preferred stock		(10,000,000	)		—		—			—			—			—			(10,000,000	)
Cash dividends paid on common stock		—			—		—			(878,000	)		—			—			(878,000	)
Payment of discount on dividend
reinvestment plan		—			—		(13,000	)		—			—			—			(13,000	)
Cash dividends accrued on preferred stock		—			—		—			(347,000	)		—			—			(347,000	)
Common stock issued under dividend
reinvestment plan		—			10,169		47,000			—			—			—			47,000
Common stock issued under stock plans		—			15,080		68,000			—			13,000			—			81,000
Stock option compensation expense		—			—		19,000			—			—			—			19,000
Accretion of discount on preferred stock		174,000			—		—			(174,000	)		—						—
Amortization of issuance costs		30,000			—		—			(30,000	)		—						—
Net income		—			—		—			1,646,000			—			—			1,646,000
Change in unrealized holding gains on
securities available for sale arising during
the period (net of taxes of $1,498,000)		—			—		—			—			—			2,355,000			2,355,000
Reclassification adjustment for gains in net
income (net of taxes of $188,000)		—			—		—			—			—			(288,000	)		(288,000	)
Change in fair value of interest rate
swap (net of taxes of $107,000)		—			—		—			—			—			(160,000	)		(160,000	)
Balance -- September 30, 2011	$	14,958,000			5,872,176	$	40,637,000		$	2,176,000		$	—		$	1,781,000		$	59,552,000

See notes to unaudited consolidated financial statements.

3

Stewardship Financial Corporation and Subsidiary

Consolidated Statements of Comprehensive Income  

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Net income	$	328,000		$	578,000		$	780,000		$	1,646,000
Other comprehensive income:
Change in unrealized holding gains on securities
available for sale arising during the period		794,000			1,741,000			1,522,000			3,852,000
Reclassification adjustment for gains in net income		(891,000	)		(454,000	)		(1,336,000	)		(475,000	)
Net unrealized (losses) gains		(97,000	)		1,287,000			186,000			3,377,000
Tax effect		44,000			(499,000	)		(67,000	)		(1,310,000	)
Net unrealized(losses) gains, net of tax amount		(53,000	)		788,000			119,000			2,067,000
Change in fair value of interest rate swap		(2,000	)		(210,000	)		15,000			(267,000	)
Tax effect		1,000			84,000			(6,000	)		107,000
Change in fair value of interest rate swap, net of tax amount		(1,000	)		(126,000	)		9,000			(160,000	)
Total other comprehensive (loss) income		(54,000	)		662,000			128,000			1,907,000
Total comprehensive income	$	274,000		$	1,240,000		$	908,000		$	3,553,000

The following is a summary of the accumulated other comprehensive income balances, net of tax.

	09/30/12			12/31/11
Unrealized gain on securities available for sale	$	2,029,000		$	1,910,000
Unrealized loss on fair value of interest rate swap		(527,000	)		(536,000	)
Accumulated other comprehensive income, net	$	1,502,000		$	1,374,000

See notes to unaudited consolidated financial statements.

4

Stewardship Financial Corporation and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	September 30,
	2012			2011
Cash flows from operating activities:
Net income	$	780,000		$	1,646,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization of premises and equipment		408,000			449,000
Amortization of premiums and accretion of discounts, net		1,203,000			977,000
Accretion (amortization) of deferred loan fees		31,000			(31,000	)
Provision for loan losses		6,665,000			5,920,000
Originations of mortgage loans held for sale		(49,899,000	)		(55,354,000	)
Proceeds from sale of mortgage loans		54,399,000			64,855,000
Gain on sales of mortgage loans		(727,000	)		(835,000	)
Gain on sales and calls of securities, net		(1,336,000	)		(475,000	)
Gain on sale of other real estate owned		(432,000	)		—
Loss on early extinguishment of debt		691,000			—
Deferred income tax benefit		(427,000	)		(1,676,000	)
Decrease in accrued interest receivable		414,000			146,000
Decrease in accrued interest payable		(228,000	)		(232,000	)
Earnings on bank owned life insurance		(244,000	)		(244,000	)
Stock option expense		—			19,000
(Increase) decrease in other assets		(435,000	)		804,000
Decrease in other liabilities		(24,000	)		(33,000	)
Net cash provided by operating activities		10,839,000			15,936,000
Cash flows from investing activities:
Purchase of securities available for sale		(86,581,000	)		(56,207,000	)
Proceeds from maturities and principal repayments on securities available for sale		20,546,000			14,362,000
Proceeds from sales and calls on securities available for sale		63,374,000			21,423,000
Proceeds from maturities and principal repayments on securities held to maturity		3,264,000			3,950,000
Proceeds from calls on securities held to maturity		3,105,000			1,340,000
Sale of FHLB-NY stock		265,000			6,000
Net decrease (increase) in loans		9,855,000			(10,858,000	)
Proceeds from sale of other real estate owned		5,431,000			366,000
Additions to premises and equipment		(66,000	)		(223,000	)
Net cash provided by (used in) investing activities		19,193,000			(25,841,000	)
Cash flows from financing activities:
Net increase in noninterest-bearing deposits		9,284,000			18,394,000
Net decrease in interest-bearing deposits		(19,410,000	)		(6,133,000	)
Net (decrease) increase in securities sold under agreements to repurchase		(7,691,000	)		549,000
Net decrease in short term borrowings		(4,700,000	)		—
Repayment of long term borrowings		(3,000,000	)		(18,000,000	)
Proceeds from long term borrowings		—			15,000,000
Proceeds from issuance of preferred stock		—			14,958,000
Repurchase of preferred stock		—			(10,000,000	)
Cash dividends paid on common stock		(766,000	)		(878,000	)
Cash dividends paid on preferred stock		(225,000	)		(347,000	)
Payment of discount on dividend reinvestment plan		(7,000	)		(13,000	)
Issuance of common stock		172,000			128,000
Net cash (used in) provided by financing activities		(26,343,000	)		13,658,000
Net increase in cash and cash equivalents		3,689,000			3,753,000
Cash and cash equivalents - beginning		13,698,000			19,983,000
Cash and cash equivalents - ending	$	17,387,000		$	23,736,000

5

Stewardship Financial Corporation and Subsidiary  

Consolidated Statements of Cash Flows (continued)  

(Unaudited)  

	Nine Months Ended
	September 30,
	2012		2011
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	4,309,000	$	5,602,000
Cash paid during the period for income taxes	$	1,299,000	$	1,535,000
Noncash investing activities - security purchases due brokers	$	—	$	1,000,000
Transfers from loans to other real estate owned	$	2,758,000	$	159,000

See notes to unaudited consolidated financial statements.

6

Stewardship Financial Corporation and Subsidiary

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Certain information and note disclosures normally included in the unaudited consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Stewardship Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on March 30, 2012 (the “2011 Annual Report”).

Principles of consolidation

The consolidated financial statements include the accounts of Stewardship Financial Corporation and its wholly-owned subsidiary, Atlantic Stewardship Bank (the “Bank”), together referred to as “the Corporation”. The Bank includes its wholly-owned subsidiaries, Stewardship Investment Corporation, Stewardship Realty LLC, Atlantic Stewardship Insurance Company, LLC and several other subsidiaries formed to hold title to properties acquired through foreclosure or deed in lieu of foreclosure. The Bank’s subsidiaries have an insignificant impact on the Bank’s daily operations. All intercompany accounts and transactions have been eliminated in the consolidated financial statements. Certain prior period amounts have been reclassified to conform to the current presentation.

The consolidated financial statements of the Corporation have been prepared in conformity with GAAP. In preparing the financial statements, management is required to make estimates and assumptions, based on available information, that affect the amounts reported in the financial statements and disclosures provided. Actual results could differ significantly from those estimates. The allowance for loan losses and fair values of financial instruments are particularly subject to change.

Material estimates

Material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses and fair value of financial instruments. Management believes that the allowance for loan losses is adequate. While management uses available information to recognize probable incurred losses on loans, future additions to the allowance for loan losses may be necessary based on changes in economic conditions in the market area.

Basis of presentation

The interim unaudited consolidated financial statements included herein have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the SEC and, therefore, do not include information or footnotes necessary for a complete presentation of consolidated financial condition, results of operations, and cash flows in conformity with GAAP. However, all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary for a fair presentation of the interim consolidated financial statements, have been included. The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the results which may be expected for the entire year.

Derivatives

Derivative financial instruments are recognized as assets or liabilities at fair value. The Corporation’s only derivative consists of an interest rate swap agreement, which is used as part of its asset liability management strategy to help manage interest rate risk related to its subordinated debentures issued in 2003 to Stewardship Statutory Trust I (the “Trust”), a statutory business trust (see Note 9 to the Notes to the Audited Consolidated Financial Statements of the Corporation contained in the 2011 Annual Report). The Corporation does not use derivatives for trading purposes.

7

The Corporation designated the interest rate swap as a cash flow hedge, which is a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability. For a cash flow hedge, the change in the fair value on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. Net cash settlements on this interest rate swap that qualify for hedge accounting are recorded in interest expense. Changes in fair value of derivatives that are not highly effective in hedging the changes in fair value or expected cash flows of the hedged item are recognized immediately in current earnings.

The Corporation formally documented the risk-management objective and the strategy for undertaking the hedge transaction at the inception of the hedging relationship. This documentation includes linking the fair value of the cash flow hedge to subordinated debt on the balance sheet. The Corporation formally assessed, both at the hedge’s inception and on an ongoing basis, whether the derivative instrument used is highly effective in offsetting changes in cash flows of the subordinated debt.

When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that would be accumulated in other comprehensive income are amortized into earnings over the same periods in which the hedged transactions will affect earnings.

Adoption of New Accounting Standards

In June 2011, the Financial Accounting Standards Board (the “FASB”) issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This ASU represents the converged guidance of the FASB and the International Accounting Standards Board (together, “the Boards”) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with GAAP and International Financial Reporting Standards. The amendments of this ASU are to be applied prospectively.The guidance is effective for interim and annual periods beginning after December 15, 2011. The adoption of this ASU did not have a significant impact on the Corporation’s consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. This ASU provides that an entity that reports items of other comprehensive income has the option to present comprehensive income in either one or two consecutive financial statements. The guidance is effective for interim and annual periods beginning after December 15, 2011. The adoption of this ASU did not have a significant impact on the Corporation’s consolidated financial statements.

8

Note 2. Securities – Available for Sale and Held to Maturity

The fair value of the available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:

	September 30, 2012
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
U.S. Treasury	$	4,009,000	$	9,000	$	—	$	4,018,000
U.S. government-sponsored agencies		29,678,000		61,000		45,000		29,694,000
Obligations of state and political
subdivisions		13,966,000		493,000		14,000		14,445,000
Mortgage-backed securities - residential		109,269,000		2,777,000		3,000		112,043,000
Asset-backed securities (a)		9,876,000		12,000		51,000		9,837,000
Corporate debt		492,000		2,000		—		494,000
Total debt securities		167,290,000		3,354,000		113,000		170,531,000
Other equity investments		3,392,000		76,000		—		3,468,000
	$	170,682,000	$	3,430,000	$	113,000	$	173,999,000

	December 31, 2011
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
U.S. Treasury	$	4,027,000	$	23,000	$	—	$	4,050,000
U.S. government-sponsored agencies		20,702,000		46,000		4,000		20,744,000
Obligations of state and political
subdivisions		8,866,000		461,000		9,000		9,318,000
Mortgage-backed securities - residential		130,912,000		2,583,000		28,000		133,467,000
Total debt securities		164,507,000		3,113,000		41,000		167,579,000
Other equity investments		3,287,000		59,000		—		3,346,000
	$	167,794,000	$	3,172,000	$	41,000	$	170,925,000
(a) Collateralized by student loans.

Cash proceeds realized from sales and calls of securities available for sale for the three and nine months ended September 30, 2012 were $37,414,000 and $63,374,000, respectively. Cash proceeds realized from sales and calls of securities available for sale for the three and nine months ended September 30, 2011 were $15,866,000 and $21,423,000, respectively. Gross gains realized on sales or calls during the three and nine months ended September 30, 2012 totaled $898,000 and $1,336,000, respectively. The tax provision related to these realized gains was $354,000 and $524,000, respectively. Gross losses realized on sales or calls during the three and nine months ended September 30, 2012 totaled $7,000 and $7,000, respectively. Gross gains realized on sales or calls during the three and nine months ended September 30, 2011 totaled $455,000 and $476,000, respectively. The tax provision related to these realized gains was $180,000 and $188,000, respectively. Gross losses realized on sales or calls during the three and nine months ended September 30, 2011 totaled $1,000 and $1,000, respectively.

9

The following is a summary of the held to maturity securities and related unrecognized gains and losses:

	September 30, 2012
	Amortized		Gross Unrecognized				Fair
	Cost		Gains		Losses		Value
U.S. government-sponsored agencies	$	261,000	$	47,000	$	—	$	308,000
Obligations of state and political
subdivisions		23,105,000		1,563,000		—		24,668,000
Mortgage-backed securities - residential		8,524,000		800,000		—		9,324,000
	$	31,890,000	$	2,410,000	$	—	$	34,300,000

	December 31, 2011
	Amortized		Gross Unrecognized				Fair
	Cost		Gains		Losses		Value
U.S. government-sponsored agencies	$	2,770,000	$	80,000	$	—	$	2,850,000
Obligations of state and political
subdivisions		24,575,000		1,705,000		—		26,280,000
Mortgage-backed securities - residential		11,009,000		845,000		—		11,854,000
	$	38,354,000	$	2,630,000	$	—	$	40,984,000

There were no cash proceeds realized from calls of securities held to maturity for the three months ended September 30, 2012. Proceeds realized from calls of securities held to maturity for the nine months ended September 30, 2012 totaled $3,105,000. Cash proceeds realized from calls of securities held to maturity for the three and nine months ended September 30, 2011 were $340,000 and $1,340,000, respectively. There were no gross gains realized from calls for the three months ended September 30, 2012. Gross gains realized on calls during the nine months ended September 30, 2012 totaled $7,000. The tax provision related to these realized gains was $3,000. There were no gross losses realized on calls during the three and nine months ended September 30, 2012. There were no gross gains and no gross losses realized from calls for the three and nine months ended September 30, 2011.

The following table presents the amortized cost and fair value of the investment securities portfolio by contractual maturity. As issuers may have the right to call or prepay obligations with or without call or prepayment premiums, the actual maturities may differ from contractual maturities. Securities not due at a single maturity date, such as mortgage-backed securities, are shown separately.

10

	September 30, 2012
	Amortized		Fair
	Cost		Value
Maturity
Available for sale
Within one year	$	5,013,000	$	5,030,000
After one year, but within five years		4,976,000		5,013,000
After five years, but within ten years		22,137,000		22,514,000
After ten years		16,019,000		16,094,000
Mortgage-backed securities - residential		109,269,000		112,043,000
Asset-backed securities		9,876,000		9,837,000
Total	$	167,290,000	$	170,531,000
Held to maturity
Within one year	$	1,008,000	$	1,026,000
After one year, but within five years		14,768,000		15,702,000
After five years, but within ten years		7,412,000		8,057,000
After ten years		178,000		191,000
Mortgage-backed securities - residential		8,524,000		9,324,000
Total	$	31,890,000	$	34,300,000

11

The following tables summarize the fair value and unrealized losses of those investment securities which reported an unrealized loss at September 30, 2012 and December 31, 2011, and if the unrealized loss was continuous for the twelve months prior to September 30, 2012 and December 31, 2011.

Available for Sale
September 30, 2012	Less than 12 Months					12 Months or Longer				Total
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized
	Value		Losses			Value		Losses		Value		Losses
U.S. Treasury	$	—	$	—		$	—	$	—	$	—	$	—
U.S. government-
sponsored agencies		6,623,000		(45,000	)		—		—		6,623,000		(45,000	)
Obligations of state and
political subdivisions		3,855,000		(14,000	)		—		—		3,855,000		(14,000	)
Mortgage-backed
securities - residential		1,401,000		(3,000	)		—		—		1,401,000		(3,000	)
Asset-backed securities		8,783,000		(51,000	)		—		—		8,783,000		(51,000	)
Corporate debt		—		—			—		—		—		—
Other equity investments		—		—			—		—		—		—
Total temporarily
impaired securities	$	20,662,000	$	(113,000	)	$	—	$	—	$	20,662,000	$	(113,000	)

December 31, 2011	Less than 12 Months					12 Months or Longer				Total
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized
	Value		Losses			Value		Losses		Value		Losses
U.S. Treasury	$	—	$	—		$	—	$	—	$	—	$	—
U.S. government-
sponsored agencies		1,993,000		(4,000	)		—		—		1,993,000		(4,000	)
Obligations of state and
political subdivisions		1,335,000		(9,000	)		—		—		1,335,000		(9,000	)
Mortgage-backed
securities - residential		10,637,000		(28,000	)		—		—		10,637,000		(28,000	)
Other equity investments		—		—			—		—		—		—
Total temporarily
impaired securities	$	13,965,000	$	(41,000	)	$	—	$	—	$	13,965,000	$	(41,000	)

There were no unrealized losses on held to maturity securities at either September 30, 2012 or December 31, 2011.

Other-Than-Temporary-Impairment

At September 30, 2012, there were no securities in a continuous loss position for 12 months or longer. The Corporation’s unrealized losses are primarily due to market conditions. These securities have not been considered other than temporarily impaired as scheduled principal and interest payments have been made and management anticipates collecting the entire principal balance as scheduled.Because the decline in fair value is attributable to changes in market conditions, and not credit quality, and because the Corporation does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Corporation does not consider these securities to be other-than-temporarily impaired at September 30, 2012.

12

Note 3. Loans and Nonperforming Loans

The following table sets forth the composition of loans:

	September 30,			December 31,
	2012			2011
Commercial:
Secured by real estate	$	56,329,000		$	60,650,000
Other		32,670,000			41,850,000
Commercial real estate		238,192,000			246,549,000
Construction:
Commercial		10,469,000			12,913,000
Residential		—			252,000
Residential real estate		67,363,000			54,694,000
Consumer:
Secured by real estate		32,258,000			38,278,000
Other		643,000			1,086,000
Other		75,000			141,000
Total gross loans		437,999,000			456,413,000
Less: Deferred loan (fees) cost, net		(93,000	)		6,000
Allowance for loan losses		12,598,000			11,604,000
		12,505,000			11,610,000
Loans, net	$	425,494,000		$	444,803,000

Activity in the allowance for loan losses is summarized as follows for the periods indicated:

	For the three months ended September 30, 2012
	Balance,		Provision					Recoveries		Balance,
	beginning		charged			Loans		of loans		end
	of period		to operations			charged off		charged off		of period
Commercial	$	6,023,000	$	1,620,000		$	865,000	$	167,000	$	6,945,000
Commercial real estate		4,527,000		542,000			606,000		—		4,463,000
Construction		514,000		(137,000	)		20,000		3,000		360,000
Residential real estate		392,000		18,000			15,000		—		395,000
Consumer		437,000		(28,000	)		1,000		1,000		409,000
Other loans		4,000		(2,000	)		1,000		1,000		2,000
Unallocated		37,000		(13,000	)		—		—		24,000
Total	$	11,934,000	$	2,000,000		$	1,508,000	$	172,000	$	12,598,000

13

	For the nine months ended September 30, 2012
	Balance,		Provision					Recoveries		Balance,
	beginning		charged			Loans		of loans		end
	of period		to operations			charged off		charged off		of period
Commercial	$	5,368,000	$	4,581,000		$	3,221,000	$	217,000	$	6,945,000
Commercial real estate		4,943,000		1,964,000			2,445,000		1,000		4,463,000
Construction		480,000		42,000			165,000		3,000		360,000
Residential real estate		303,000		107,000			15,000		—		395,000
Consumer		498,000		(42,000	)		48,000		1,000		409,000
Other loans		2,000		(1,000	)		1,000		2,000		2,000
Unallocated		10,000		14,000			—		—		24,000
Total	$	11,604,000	$	6,665,000		$	5,895,000	$	224,000	$	12,598,000

	For the three months ended September 30, 2011
	Balance,		Provision					Recoveries		Balance,
	beginning		charged			Loans		of loans		end
	of period		to operations			charged off		charged off		of period
Commercial	$	5,577,000	$	90,000		$	281,000	$	4,000	$	5,390,000
Commercial real estate		4,197,000		2,029,000			747,000		—		5,479,000
Construction		570,000		55,000			19,000		4,000		610,000
Residential real estate		419,000		12,000			72,000		—		359,000
Consumer		460,000		136,000			64,000		2,000		534,000
Other loans		5,000		(1,000	)		—		2,000		6,000
Unallocated		2,000		9,000			—		—		11,000
Total	$	11,230,000	$	2,330,000		$	1,183,000	$	12,000	$	12,389,000

	For the nine months ended September 30, 2011
	Balance,		Provision					Recoveries		Balance,
	beginning		charged			Loans		of loans		end
	of period		to operations			charged off		charged off		of period
Commercial	$	3,745,000	$	2,291,000		$	669,000	$	23,000	$	5,390,000
Commercial real estate		3,112,000		3,506,000			1,139,000		—		5,479,000
Construction		930,000		(282,000	)		42,000		4,000		610,000
Residential real estate		184,000		247,000			72,000		—		359,000
Consumer		510,000		146,000			124,000		2,000		534,000
Other loans		2,000		8,000			8,000		4,000		6,000
Unallocated		7,000		4,000			—		—		11,000
Total	$	8,490,000	$	5,920,000		$	2,054,000	$	33,000	$	12,389,000

14

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method as of September 30, 2012 and December 31, 2011.

	September 30, 2012
			Commercial				Residential				Other
	Commercial		Real Estate		Construction		Real Estate		Consumer		Loans		Unallocated		Total
Allowance for loan
losses:
Ending allowance
balance attributable
to loans:
Individually
evaluated for
impairment	$	3,420,000	$	54,000	$	87,000	$	7,000	$	—	$	—	$	—	$	3,568,000
Collectively
evaluated for
impairment		3,525,000		4,409,000		273,000		388,000		409,000		2,000		24,000		9,030,000
Total ending
allowance
balance	$	6,945,000	$	4,463,000	$	360,000	$	395,000	$	409,000	$	2,000	$	24,000	$	12,598,000
Loans:
Loans
individually
evaluated for
impairment	$	12,447,000	$	12,917,000	$	5,723,000	$	418,000	$	631,000	$	—	$	—	$	32,136,000
Loans
collectively
evaluated for
impairment		76,552,000		225,275,000		4,746,000		66,945,000		32,270,000		75,000		—		405,863,000
Total ending
loan balance	$	88,999,000	$	238,192,000	$	10,469,000	$	67,363,000	$	32,901,000	$	75,000	$	—	$	437,999,000

15

	December 31, 2011
			Commercial					Residential				Other
	Commercial		Real Estate			Construction		Real Estate		Consumer		Loans		Unallocated		Total
Allowance for loan
losses:
Ending allowance
balance attributable
to loans:
Individually
evaluated for
impairment	$	1,908,000	$	947,000		$	266,000	$	—	$	—	$	—	$	—	$	3,121,000
Collectively					��
evaluated for
impairment		3,460,000		3,996,000			214,000		303,000		498,000		2,000		10,000		8,483,000
Total ending
allowance
balance	$	5,368,000	$	4,943,000		$	480,000	$	303,000	$	498,000	$	2,000	$	10,000	$	11,604,000
Loans:
Loans
individually
evaluated for
impairment	$	10,265,000	$	13,128,000		$	8,653,000	$	779,000	$	891,000	$	—	$	—	$	33,716,000
Loans
collectively
evaluated for
impairment		92,235,000		233,421,000			4,512,000		53,915,000		38,473,000		141,000		—		422,697,000
Total ending
loan balance	$	102,500,000	$	246,549,000		$	13,165,000	$	54,694,000	$	39,364,000	$	141,000	$	—	$	456,413,000

The following table presents the recorded investment in nonaccrual loans as of the dates indicated:

	September 30,		December 31,
	2012		2011
Commercial:
Secured by real estate	$	6,169,000	$	6,178,000
Other		3,435,000		2,494,000
Commercial real estate		10,354,000		9,302,000
Construction:
Commercial		3,953,000		7,840,000
Residential		—		252,000
Residential real estate		418,000		779,000
Consumer:
Secured by real estate		631,000		891,000
Other		—		—
Other		—		—
Total nonperfoming loans	$	24,960,000	$	27,736,000

16

The following presents loans individually evaluated for impairment by class of loans as of the periods indicated:

	At September 30, 2012
	Unpaid				Allowance for
	Principal		Recorded		Loan Losses
	Balance		Investment		Allocated
With no related allowance recorded:
Commercial:
Secured by real estate	$	9,179,000	$	6,512,000
Other		531,000		186,000
Commercial real estate		14,343,000		10,456,000
Construction:
Commercial		5,204,000		4,709,000
Residential		—		—
Residential real estate		—		—
Consumer:
Secured by real estate		639,000		631,000
Other		—		—
Other		—		—
With an allowance recorded:
Commercial:
Secured by real estate		1,577,000		1,343,000	$	311,000
Other		4,439,000		4,406,000		3,109,000
Commercial real estate		2,861,000		2,461,000		54,000
Construction:
Commercial		1,380,000		1,014,000		87,000
Residential		—		—		—
Residential real estate		451,000		418,000		7,000
Consumer:
Secured by real estate		—		—		—
Other		—		—		—
Other		—		—		—
	$	40,604,000	$	32,136,000	$	3,568,000

17

	At December 31, 2011
					Allowance for
	Unpaid Principal		Recorded		Loan Losses
	Balance		Investment		Allocated
With no related allowance recorded:
Commercial:
Secured by real estate	$	3,306,000	$	2,831,000
Other		—		—
Commercial real estate		10,691,000		8,523,000
Construction:
Commercial		8,453,000		7,609,000
Residential		—		—
Residential real estate		866,000		779,000
Consumer:
Secured by real estate		911,000		891,000
Other		—		—
Other		—		—
With an allowance recorded:
Commercial:
Secured by real estate		7,287,000		4,590,000	$	468,000
Other		2,876,000		2,844,000		1,440,000
Commercial real estate		4,747,000		4,605,000		947,000
Construction:
Commercial		1,085,000		792,000		264,000
Residential		273,000		252,000		2,000
Residential real estate		—		—		—
Consumer:
Secured by real estate		—		—		—
Other		—		—		—
Other		—		—		—
	$	40,495,000	$	33,716,000	$	3,121,000

	For the three months ended				For the nine months ended
	September 30, 2012				September 30, 2012
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
Commercial:
Secured by real estate	$	6,883,000	$	37,000	$	6,810,000	$	80,000
Other		3,377,000		22,000		3,795,000		33,000
Commercial real estate		13,143,000		25,000		13,437,000		151,000
Construction:
Commercial		7,423,000		14,000		6,434,000		32,000
Residential		745,000		—		1,239,000		—
Residential real estate		689,000		—		598,000		—
Consumer:
Secured by real estate		910,000		—		835,000		—
Other		—		—		—		—
Other		—		—		—		—
Total nonperfoming loans	$	33,170,000	$	98,000	$	33,148,000	$	296,000

18

	For the three months ended				For the nine months ended
	September 30, 2011				September 30, 2011
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
Commercial:
Secured by real estate	$	7,877,000	$	26,000	$	6,954,000	$	36,000
Other		2,237,000		7,000		2,062,000		19,000
Commercial real estate		14,890,000		46,000		13,058,000		56,000
Construction:
Commercial		2,607,000		9,000		2,313,000		9,000
Residential		266,000		—		273,000		—
Residential real estate		856,000		—		981,000		—
Consumer:
Secured by real estate		831,000		—		830,000		—
Other		—		—		—		—
Other		—		—		—		—
Total nonperfoming loans	$	29,564,000	$	88,000	$	26,471,000	$	120,000

The following table presents the aging of the recorded investment in past due loans by class of loans as of September 30, 2012 and December 31, 2011. Nonaccrual loans are included in the disclosure by payment status.

	September 30, 2012
					Greater than				Loans
	30-59 Days		60-89 Days		90 Days		Total		Not
	Past Due		Past Due		Past Due		Past Due		Past Due		Total
Commercial:
Secured by real estate	$	989,000	$	237,000	$	2,976,000	$	4,202,000	$	52,127,000	$	56,329,000
Other		94,000		3,317,000		327,000		3,738,000		28,932,000		32,670,000
Commercial real estate:		—		—		9,872,000		9,872,000		228,320,000		238,192,000
Construction:
Commercial		—		—		882,000		882,000		9,587,000		10,469,000
Residential		—		—		—		—		—		—
Residential real estate		140,000		—		418,000		558,000		66,805,000		67,363,000
Consumer:
Secured by real estate		—		193,000		474,000		667,000		31,591,000		32,258,000
Other		—		—		—		—		643,000		643,000
Other		—		—		—		—		75,000		75,000
Total	$	1,223,000	$	3,747,000	$	14,949,000	$	19,919,000	$	418,080,000	$	437,999,000

19

	December 31, 2011
					Greater than				Loans
	30-59 Days		60-89 Days		90 Days		Total		Not
	Past Due		Past Due		Past Due		Past Due		Past Due		Total
Commercial:
Secured by real estate	$	875,000	$	546,000	$	3,977,000	$	5,398,000	$	55,252,000	$	60,650,000
Other		53,000		260,000		1,752,000		2,065,000		39,785,000		41,850,000
Commercial real estate:		—		736,000		5,352,000		6,088,000		240,461,000		246,549,000
Construction:
Commercial		—		561,000		2,640,000		3,201,000		9,712,000		12,913,000
Residential		—		—		252,000		252,000		—		252,000
Residential real estate		—		—		779,000		779,000		53,915,000		54,694,000
Consumer:
Secured by real estate		581,000		—		719,000		1,300,000		36,978,000		38,278,000
Other		4,000		—		—		4,000		1,082,000		1,086,000
Other		—		—		—		—		141,000		141,000
Total	$	1,513,000	$	2,103,000	$	15,471,000	$	19,087,000	$	437,326,000	$	456,413,000

Troubled Debt Restructurings

At September 30, 2012 and December 31, 2011, the Corporation had $14.6 million and $15.1 million, respectively, of loans whose terms have been modified in troubled debt restructurings. Of these loans, $7.2 million and $6.0 million were performing in accordance with their new terms at September 30, 2012 and December 31, 2011, respectively. The remaining troubled debt restructures are reported as nonaccrual loans. Specific reserves of $3.3 million and $1.2 million have been allocated for the troubled debt restructurings at September 30, 2012 and December 31, 2011, respectively. As of September 30, 2012 and December 31, 2011, the Corporation had committed $377,000 and $416,000, respectively, of additional funds to a single customer with an outstanding construction loan that is classified as a troubled debt restructuring.

During the nine months ended September 30, 2012, the terms of certain loans were modified as troubled debt restructurings. The modification of the terms of such loans primarily represents an extension of the maturity date at terms more favorable than the current market term for new debt with similar risk. Many of the modifications represent the term out of previous lines of credit that were not renewed. Modifications involving an extension of the maturity date were for periods ranging from 3 to 5 years.

The following table presents loans by class modified as troubled debt restructurings that occurred during the three and nine months ended September 30, 2012:

	For the three months ended						For the nine months ended
	September 30, 2012						September 30, 2012
			Pre-		Post-				Pre-		Post-
	Number		Modification		Modification		Number		Modification		Modification
	of		Recorded		Recorded		of		Recorded		Recorded
	Loans		Investment		Investment		Loans		Investment		Investment
Commercial:
Secured by real estate		6	$	1,581,000	$	1,581,000		8	$	1,806,000	$	1,806,000
Other		4		660,000		660,000		5		3,735,000		3,735,000
Commercial real estate		—		—		—		—		—		—
Construction:
Commercial		1		300,000		300,000		1		300,000		300,000
Residential		—		—		—		—		—		—
Residential real estate		—		—		—		—		—		—
Consumer		—		—		—		—		—		—
Secured by real estate		—		—		—		—		—		—
Other		—		—		—		—		—		—
Other		—		—		—		—		—		—
Total trouble debt restructurings		11	$	2,541,000	$	2,541,000		14	$	5,841,000	$	5,841,000

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For the nine months ended September 30, 2012, the troubled debt restructurings described above resulted in a $2.1 million increase to the allowance for loan losses. Chargeoffs during the nine months ended September 30, 2012 related to these troubled debt restructurings totaled $1.2 million..

A loan is considered to be in payment default once it is contractually 90 days past due under the modified terms. There are no troubled debt restructurings that have defaulted since modification in the last 12-month period.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Corporation’s internal underwriting policy.

Credit Quality Indicators

The Corporation categorizes certain loans into risk categories based on relevant information about the ability of the borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Corporation analyzes loans individually by classifying the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial, commercial real estate and commercial construction loans. This analysis is performed at the time the loan is originated and annually thereafter. The Corporation uses the following definitions for risk ratings.

Special Mention – A Special Mention asset has potential weaknesses that deserve management’s close attention, which, if left uncorrected, may result in deterioration of the repayment prospects for the asset or the Bank’s credit position at some future date. Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification.

Substandard – Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the repayment and liquidation of the debt. These loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful– A Doubtful loan with all weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently know facts, conditions, and values, highly questionable or improbable. The likelihood of loss is extremely high, but because of certain important and reasonably specific factors, an estimated loss is deferred until a more exact status can be determined.

Loss– A loan classified Loss is considered uncollectible and of such little value that its continuance as an asset is not warranted. This classification does not necessarily mean that an asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off a basically worthless asset even though partial recovery may be effected in the future.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. As of September 30, 2012 and December 31, 2011, and based on the most recent analysis performed at those times, the risk category of loans by class is as follows:

	September 30, 2012
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Total
Commercial:
Secured by real estate	$	47,445,000	$	3,898,000	$	4,986,000	$	—	$	—	$	56,329,000
Other		27,746,000		1,449,000		422,000		3,053,000		—		32,670,000
Commercial real estate:		221,657,000		4,998,000		9,849,000		1,688,000		—		238,192,000
Construction:
Commercial		4,746,000		1,810,000		3,913,000		—		—		10,469,000
Residential		—		—		—		—		—		—
Total	$	301,594,000	$	12,155,000	$	19,170,000	$	4,741,000	$	—	$	337,660,000

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	December 31, 2011
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Total
Commercial:
Secured by real estate	$	52,004,000	$	3,234,000	$	5,248,000	$	164,000	$	—	$	60,650,000
Other		38,790,000		566,000		617,000		1,877,000		—		41,850,000
Commercial real estate:		233,295,000		3,512,000		7,333,000		2,409,000		—		246,549,000
Construction:
Commercial		4,512,000		1,656,000		6,745,000		—		—		12,913,000
Residential		—		—		252,000		—		—		252,000
Total	$	328,601,000	$	8,968,000	$	20,195,000	$	4,450,000	$	—	$	362,214,000

The Corporation considers the performance of the loan portfolio and its impact on the allowance for loans losses. For residential real estate and consumer loan segments, the Corporation evaluates credit quality based on payment activity. The following table presents the recorded investment in residential real estate and consumer loans based on payment activity as of September 30, 2012 and December 31, 2011.

	September 30, 2012
			Past Due and
	Current		Nonaccrual		Total
Residential real estate	$	66,805,000	$	558,000	$	67,363,000
Consumer:
Secured by real estate		31,591,000		667,000		32,258,000
Other		643,000		—		643,000
Total	$	99,039,000	$	1,225,000	$	100,264,000

	December 31, 2011
			Past Due and
	Current		Nonaccrual		Total
Residential real estate	$	53,915,000	$	779,000	$	54,694,000
Consumer:
Secured by real estate		36,978,000		1,300,000		38,278,000
Other		1,082,000		4,000		1,086,000
Total	$	91,975,000	$	2,083,000	$	94,058,000

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Note 4. Borrowings

On September 21, 2012 the Corporation refinanced borrowings with the FHLB in the amount of $5 million. The FHLB amount that was repaid had a rate of 1.72% and a remaining average life of 1.9 years. The new borrowing has a stated rate of 1.16% and an average life of 5.0 years. In connection with the repayment, the Corporation incurred a prepayment premium of $135,000 which is being amortized into earnings over the life of the new borrowings resulting in an effective interest rate for the borrowings of 1.70%.

On September 25, 2012 the Corporation repaid $7 million of a $14 million wholesale repurchase agreement which has a maturity in 2014. The borrowing had a current floating rate at 9.00% minus 3-month LIBOR measured on a quarterly basis with a 5.15% cap and a 0.00% floor. In connection with the repayment, the Corporation incurred a prepayment premium of $691,000 which is included in noninterest expenses in the Consolidated Statement of Income for the three and nine months ended September 30, 2012.

Note 5. Fair Value of Financial Instruments

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

The interest rate swaps are reported at fair values obtained from brokers who utilize internal models with observable market data inputs to estimate the values of these instruments (Level 2 inputs).

The Corporation measures impairment of collateralized loans based on the estimated fair value of the collateral less estimated costs to sell the collateral, incorporating assumptions that experienced parties might use in estimating the value of such collateral (Level 3 inputs).At the time a loan is considered impaired, it is valued at the lower of cost or fair value.  Generally, impaired loans carried at fair value have been partially charged off or receive specific allocations of the allowance for loan losses.  For collateral dependent loans, fair value is commonly based on real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments typically result in a Level 3 classification of the inputs for determining fair value.  Non-real estate collateral may be valued using an appraisal, the net book value recorded for the collateral on the borrower’s financial statements, or aging reports. Collateral is then adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the borrower and borrower’s business, resulting in a Level 3 fair value classification.  Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. 

Appraisals are generally obtained to support the fair value of collateral.  Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by licensed appraisers whose qualifications and licenses have been reviewed and verified by the Corporation.  Once received, the Lending Department reviews the assumptions and approaches utilized in the appraisal as well as the resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. 

Real estate appraisals typically incorporate measures such as recent sales prices for comparable properties.  In addition, appraisers may make adjustments to the sales price of the comparable properties as deemed appropriate based on the age, condition or general characteristics of the subject property.  Management generally applies a 12% discount to real estate appraised values to cover disposition / selling costs and to reflect the potential price reductions in the market necessary to complete an expedient transaction and to factor in impact of the perception that a transaction being completed by a bank may result in further price reduction pressure.

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Assets and Liabilities Measured on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

			Fair Value Measurements Using:
			Quoted Prices in		Significant
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
	Carrying		Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
	At September 30, 2012
Assets:
Available for sale securities
U.S. Treasuries	$	4,018,000	$	4,018,000	$	—	$	—
U.S. government -
sponsered agencies		29,694,000		—		29,694,000		—
Obligations of state and
political subdivisions		14,445,000		—		14,445,000		—
Mortgage-backed
securities - residential		112,043,000		—		112,043,000		—
Asset-backed securities		9,837,000				9,837,000
Corporate debt		494,000				494,000
Other equity investments		3,468,000		3,408,000		60,000		—
Total available for
sale securities	$	173,999,000	$	7,426,000	$	166,573,000	$	—
Liabilities:
Interest rate swap	$	878,000	$	—	$	878,000	$	—

	At December 31, 2011
Assets:
Available for sale securities
U.S. Treasuries	$	4,050,000	$	4,050,000	$	—	$	—
U.S. government -
sponsered agencies		20,744,000		—		20,744,000		—
Obligations of state and
political subdivisions		9,318,000		—		9,318,000		—
Mortgage-backed
securities - residential		133,467,000		—		133,467,000		—
Other equity investments		3,346,000		3,286,000		60,000		—
Total available for
sale securities	$	170,925,000	$	7,336,000	$	163,589,000	$	—
Liabilities:
Interest rate swap	$	893,000	$	—	$	893,000	$	—

There were no transfers between Level 1 and Level 2 during the three and nine months ended September 30, 2012 or 2011.

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Assets and Liabilities Measured on a Non-Recurring Basis

Assets and liabilities measured at fair value on a non-recurring basis are summarized below:

			Fair Value Measurements Using:
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Carrying		Identical Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
	At September 30, 2012
Assets:
Impaired loans
Commercial:
Secured by real estate	$	306,000	$	—	$	—	$	306,000
Other		—		—		—		—
Commercial real estate		2,061,000		—		—		2,061,000
Construction:
Commercial		927,000		—		—		927,000
Residential		—		—		—		—
Residential real estate		411,000		—		—		411,000
Consumer
Secured by real estate		—		—		—		—
Other real estate owned		2,985,000		—		—		2,985,000
	$	6,690,000	$	—	$	—	$	6,690,000

	At December 31, 2011
Assets:
Impaired loans
Commercial:
Secured by real estate	$	2,945,000	$	—	$	—	$	2,945,000
Other		—		—		—		—
Commercial real estate		2,417,000		—		—		2,417,000
Construction:
Commercial		4,569,000		—		—		4,569,000
Residential		250,000		—		—		250,000
Residential real estate		779,000		—		—		779,000
Consumer
Secured by real estate		40,000		—		—		40,000
Other real estate owned		2,912,000		—		—		2,912,000
	$	13,912,000	$	—	$	—	$	13,912,000

Collateral dependent impaired loans measured for impairment using the fair value of the collateral for collateral dependent loans, had a recorded investment of $4,082,000, with a valuation allowance of $377,000, resulting in an additional provision for loan losses of $657,000 and $1,539,000 for the three and nine months ended September 30, 2012.

Collateral dependent impaired loans had a recorded investment of $11,612,000, with a valuation allowance of $612,000, resulting in an additional provision for loan losses of $4,915,000 for the year ended December 31, 2011.

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For the Level 3 assets measured at fair value on a non-recurring basis at September 30, 2012, the significant unobservable inputs used in the fair value measurements were as follows:

	Fair
Assets	Value	Valuation Technique	Unobservable Inputs	Range
Impaired loans	$3,705,000	Comparable real estate sales and / or the income approach.	Adjustments for differences between comparable sales and income data available.	5% - 10%
			Estimated selling costs.	7%
Other real estate owned	$2,985,000	Comparable real estate sales and / or the income approach.	Adjustments for differences between comparable sales and income data available.	5% - 12%
			Estimated selling costs.	7%

Fair value estimates for the Corporation’s financial instruments are summarized below:

			Fair Value Measurements Using:
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Carrying		Identical Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
	At September 30, 2012
	(Dollars in thousands)
Financial assets:
Cash and cash equivalents	$	17,387,000	$	17,387,000	$	—	$	—
Securities available for sale		173,999,000		7,426,000		166,573,000		—
Securities held to maturity		31,890,000		—		34,300,000		—
FHLB-NY stock		2,213,000		N/A		N/A		N/A
Mortgage loans held for sale		938,000		—		938,000		—
Loans, net		425,494,000		—		—		441,783,000
Accrued interest receivable		2,204,000		15,000		685,000		1,504,000
Financial liabilities:
Deposits		583,426,000		424,050,000		161,208,000		—
FHLB-NY Advances		25,000,000		—		25,903,000		—
Securities sold under
agreements to repurchase		7,342,000		—		7,979,000		—
Subordinated debenture		7,217,000		—		—		7,257,000
Accrued interest payable		547,000		1,000		528,000		18,000
Interest rate swap		878,000		—		878,000		—

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	December 31, 2011
	Carrying		Estimated
	Amount		Fair Value
	(Dollars in thousands)
Financial assets:
Cash and cash equivalents	$	13,698,000	$	13,698,000
Securities available for sale		170,925,000		170,925,000
Securities held to maturity		38,354,000		40,984,000
FHLB-NY stock		2,478,000		N/A
Mortgage loans held for sale		4,711,000		4,711,000
Loans, net		444,803,000		453,604,000
Accrued interest receivable		2,618,000		2,618,000
Financial liabilities:
Deposits		593,552,000		595,939,000
FHLB-NY Advances		32,700,000		33,482,000
Securities sold under agreements
to repurchase		14,342,000		14,786,000
Subordinated debenture		7,217,000		6,297,000
Accrued interest payable		775,000		775,000
Interest rate swap		893,000		893,000

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents– The carrying amount approximates fair value and are classified as Level 1.

Securities available for sale and held to maturity– The methods for determining fair values were described previously.

FHLB-NY stock– It is not practicable to determine the fair value of stock of the Federal Home Loan Bank of New York (“FHLB-NY”) due to restrictions placed on the transferability of the stock.

Mortgage loans held for sale – Loans in this category have been committed for sale to third party investors at the current carrying amount resulting in a Level 2 classification.

Loans, net– Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential and commercial mortgages, commercial and other installment loans. The fair value of loans is estimated by discounting cash flows using estimated marked discount rates which reflect the credit and interest rate risk inherent in the loans resulting in a Level 3 classification.

Accrued interest receivable– The carrying amount approximates fair value.

Deposits– The fair value of deposits, with no stated maturity, such as noninterest-bearing demand deposits, savings, NOW and money market accounts, is equal to the amount payable on demand resulting in a Level 1 classification. The fair value of the certificates of deposit is based on the discounted value of cash flows resulting in a Level 2 classification. The discount rate is estimated using marked discount rates which reflect interest rate risk inherent in the certificates of deposit.

FHLB-NY advances– With respect to the FHLB-NY borrowings, the carrying amount of the borrowings which mature in one day approximates fair value. For borrowings with a longer maturity, the fair value is based on the discounted value of cash flows. The discount rate is estimated using market discount rates which reflect the interest rate risk inherent in the term borrowings resulting in a Level 2 classification.

Securities sold under agreements to repurchase– The carrying value approximates fair value due to the relatively short time before maturity resulting in a Level 2 classification.

Subordinated debenture– The fair value of the subordinated debenture is based on the discounted value of cash flows. The discount rate is estimated using market rates which reflect the interest rate risk inherent in the debenture resulting in a Level 3 classification.

Accrued interest payable– The carrying amount approximates fair value.

Interest rate swap – The methods for determining fair values were described previously.

Commitments to extend credit– The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counter parties, and at September 30, 2012 and December 31, 2011 the fair value of such commitments were not material.

Limitations

The preceding fair value estimates were made at September 30, 2012 and December 31, 2011 based on pertinent market data and relevant information on the financial instruments. These estimates do not include any premiums or discounts that could result from an offer to sell at one time the Corporation’s entire holdings of a particular financial instrument or category thereof. Since no market exists for a substantial portion of the Corporation’s financial instruments, fair value estimates were necessarily based on judgments with respect to future expected loss experience, current economic conditions, risk assessments of various financial instruments, and other factors. Given the subjective nature of these estimates, the uncertainties surrounding them and the matters of significant judgment that must be applied, these fair value estimates cannot be calculated with precision. Modifications in such assumptions could meaningfully alter these estimates.

27

Since these fair value approximations were made solely for on and off balance sheet financial instruments at September 30, 2012 and December 31, 2011, no attempt was made to estimate the value of anticipated future business. Furthermore, certain tax implications related to the realization of unrealized gains and losses could have a substantial impact on these fair value estimates and have not been incorporated into the estimates.

Note 6. Earnings Per Share

Basic earnings per share is calculated by dividing net income available to common shareholders by the average daily number of common shares outstanding during the period. Common stock equivalents are not included in the calculation. Diluted earnings per share is computed similar to that of basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potential dilutive common shares were issued.

The following reconciles the income available to common shareholders (numerator) and the weighted average common stock outstanding (denominator) for both basic and diluted earnings per share.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Net income	$	328,000	$	578,000	$	780,000	$	1,646,000
Dividends on preferred stock and accretion		112,000		244,000		225,000		520,000
Net income available to common stockholders	$	216,000	$	334,000	$	555,000	$	1,126,000
Weighted average shares		5,916,123		5,866,575		5,903,598		5,855,663
Effect of dilutive stock options		N/A		N/A		N/A		N/A
Total weighted average dilutive shares		5,916,123		5,866,575		5,903,598		5,855,663
Basic earnings per common share	$	0.04	$	0.06	$	0.09	$	0.19
Diluted earnings per common share	$	0.04	$	0.06	$	0.09	$	0.19

For the three and nine months ended September 30, 2012, stock options to purchase 6,983 and 42,321 average shares of common stock, respectively, were not considered in computing diluted earnings per share of common stock because they were antidilutive. Stock options to purchase 64,728 shares of common stock were not considered in computing diluted earnings per share for the three and nine months ended September 30, 2011 because they were antidilutive. The U.S. Treasury’s warrant to purchase 133,475 average shares of common stock was not considered in computing diluted earnings per common share in both the three and nine months ended September 30, 2011 because it was antidilutive.

Note 7. Preferred Stock

In connection with the Corporation’s participation in the U.S. Department of the Treasury’s Small Business Lending Fund program (“SBLF”), a $30 billion fund established under the Small Business Jobs Act of 2010 that encourages lending to small businesses by providing capital to qualified community banks with assets of less than $10 billion, on September 1, 2011, the Corporation issued 15,000 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Shares”) to the Treasury for an aggregate purchase price of $15 million, in cash.

Using the proceeds of the issuance of the Series B Preferred Shares, the Corporation simultaneously repurchased all 10,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share (the “Series A Preferred Shares”) previously issued under the Treasury’s Troubled Assets Relief Program Capital Purchase Program (the “CPP”) for an aggregate purchase price of $10,022,222, in cash, including accrued but unpaid dividends through the date of repurchase.

28

The terms of the newly-established Series B Preferred Shares provide for a liquidation preference of $1,000 per share and impose restrictions on the Corporation’s ability to declare or pay dividends or purchase, redeem or otherwise acquire for consideration, shares of the Corporation’s Common Stock and any class or series of stock of the Corporation the terms of which do not expressly provide that such class or series will rank senior or junior to the Series B Preferred Shares as to dividend rights and/or rights on liquidation, dissolution or winding up of the Corporation. Specifically, the terms provide for the payment of a non-cumulative quarterly dividend, payable in arrears, which the Corporation accrues as earned over the period that the Series B Preferred Shares are outstanding. The dividend rate can fluctuate on a quarterly basis during the first ten quarters during which the Series B Preferred Shares are outstanding, based upon changes in the level of Qualified Small Business Lending (“QSBL” as defined in the Securities Purchase Agreement) from 1% to 5% per annum and, thereafter, for the eleventh through the first half of the nineteenth dividend periods, from 1% to 7%. In general, the dividend rate decreases as the level of the Bank’s QSBL increases. In the event that the Series B Preferred Shares remain outstanding for more than four and one half years, the dividend rate will be fixed at 9%. Based upon the Bank’s level of QSBL over a baseline level, the dividend rate for the initial dividend period was 1%. Such dividends are not cumulative but the Corporation may only declare and pay dividends on its Common Stock (or any other equity securities junior to the Series B Preferred Stock) if it has declared and paid dividends on the Series B Preferred Shares for the current dividend period and, if, after payment of such dividend, the dollar amount of the Corporation’s Tier 1 Capital would be at least 90% of the Tier 1 Capital on the date of entering into the SBLF program, excluding any subsequent net charge-offs and any redemption of the Series B Preferred Shares (the “Tier 1 Dividend Threshold”). The Tier 1 Dividend Threshold is subject to reduction, beginning on the second anniversary of the issuance and ending on the tenth anniversary, by 10% for each 1% increase in QSBL over the baseline level.

In addition, the Series B Preferred Shares are non-voting except in limited circumstances. In the event that the Corporation has not timely declared and paid dividends on the Series B Preferred Shares for six dividend periods or more, whether or not consecutive, and shares of Series B Preferred Stock with an aggregate liquidation preference of at least $25,000,000 are still outstanding, the Treasury may designate two additional directors to be elected to the Corporation’s Board of Directors. Subject to the approval of the Bank’s federal banking regulator, the Federal Reserve, the Corporation may redeem the Series B Preferred Shares at any time at the Corporation’s option, at a redemption price equal to the liquidation preference per share plus the per share amount of any unpaid dividends for the then-current period through the date of the redemption. The Series B Preferred Shares are includable in Tier I capital for regulatory capital.

29

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain “forward looking statements” with respect to Stewardship Financial Corporation (the “Corporation”) within the meaning of the Private Securities Litigation Reform Act of 1995, which forward looking statements may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” and “potential.” Examples of forward looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of the Corporation that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include: changes in general, economic and market conditions, legislative and regulatory conditions, or the development of an interest rate environment that adversely affects the Corporation’s interest rate spread or other income anticipated from operations and investments. As used in this Form 10-Q, “we”, “us” and “our” refer to Stewardship Financial Corporation and its consolidated subsidiary, Atlantic Stewardship Bank, depending on the context.

Recent Storm Related Events

We are in the process of assessing the impact of Hurricane Sandy that occurred in late October. The storm resulted in considerable damage throughout our market area, and may have adversely affected the collateral of some of our borrowers and their ability to repay their obligations to the Bank. In addition, the power outages caused by the storm temporarily interrupted our ability to open some of our branches. These impacts could adversely affect our future earnings.

Critical Accounting Policies and Estimates

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as disclosures found elsewhere in this Quarterly Report on Form 10-Q, are based upon the Corporation’s consolidated financial statements, which have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires the Corporation to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Note 1 to the Corporation’s Audited Consolidated Financial Statements for the year ended December 31, 2011 included in the 2011 Annual Report contains a summary of the Corporation’s significant accounting policies. Management believes the Corporation’s policy with respect to the methodology for the determination of the allowance for loan losses involves a higher degree of complexity and requires management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could materially impact results of operations. This critical policy and its application are periodically reviewed with the Audit Committee and the Board of Directors.

The allowance for loan losses is based upon management’s evaluation of the adequacy of the allowance, including an assessment of known and inherent risks in the portfolio, giving consideration to the size and composition of the loan portfolio, actual loan loss experience, level of delinquencies, detailed analysis of individual loans for which full collectability may not be assured, the existence and estimated net realizable value of any underlying collateral and guarantees securing the loans, and current economic and market conditions. Although management uses the best information available, the level of the allowance for loan losses remains an estimate, which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to make additional provisions for loan losses based upon information available to them at the time of their examination. Furthermore, the majority of the Corporation’s loans are secured by real estate in the State of New Jersey. Accordingly, the collectability of a substantial portion of the carrying value of the Corporation’s loan portfolio is susceptible to changes in local market conditions and may be adversely affected should real estate values decline or the northern New Jersey area experience adverse economic changes. Future adjustments to the allowance for loan losses may be necessary due to economic, operating, regulatory and other conditions beyond the Corporation’s control.

Financial Condition

Total assets decreased $25.0 million to $683.8 million at September 30, 2012 from $708.8 million at December 31, 2011. Cash and cash equivalents increased $3.7 million to $17.4 million at September 30, 2012 from $13.7 million at December 31, 2011. Securities available for sale increased $3.1 million to $174.0 million while securities held to maturity decreased $6.5 million to $31.9 million. Net loans decreased $19.3 million from $444.8 million at December 31, 2011 to $425.5 million at September 30, 2012. Increases due to new loans originated were more than offset by regular principal payments and payoffs in the first nine months of 2012. In addition, $2.8 million of loans were transferred to other real estate owned (OREO). Loans held for sale totaled $938,000 at September 30, 2012, a decrease from $3.8 million at December 31, 2011. OREO reflected a net decline of $2.3 million primarily reflecting sales of properties partially offset by the foreclosure on additional properties.

Deposits totaled $583.4 million at September 30, 2012, a decrease of $10.1 million from $593.5 million at December 31, 2011. The change in total deposits consisted of a $9.3 million increase in noninterest-bearing accounts offset by a $19.4 million decrease in interest-bearing accounts.

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FHLB – NY advances were $25.0 million at September 30, 2012 compared to $32.7 million at December 31, 2011. The decrease in these borrowings was primarily the result of a decrease in assets. In addition, securities sold under agreements to repurchase declined $7.0 million reflecting the early repayment of a portion of a wholesale repurchase agreement.

Results of Operations

General

The Corporation reported net income of $328,000, or $0.04 per diluted common share for the three months ended September 30, 2012, compared to net income of $578,000, or $0.06 diluted earnings per common share for the three months ended September 30, 2011. For the nine months ended September 30, 2012, the Corporation reported net income of $780,000, or $0.09 diluted earnings per common share. These results compare to net income of $1.6 million, or $0.19 per diluted common share, for the nine months ended September 30, 2011.

Net Interest Income

Net interest income for the three and nine months ended September 30, 2012 was $5.9 million and $17.9 million, respectively, compared to $6.3 million and $18.5 million recorded in the prior year periods. For the three months ended September 30, 2012, average interest-earning assets were relatively unchanged. However, the current nine month period reflects an increase in average interest-earning assets. The current year periods both include declines in the cost of interest bearing liabilities offset by declines in the yield on interest-earning assets. The net interest rate spread and net yield on interest-earning assets for the three months ended September 30, 2012 were 3.41% and 3.62%, respectively, compared to 3.61% and 3.87% for the three months ended September 30, 2011. For the nine months ended September 30, 2012, the net interest rate spread and net yield on interest-earning assets were 3.45% and 3.67%, respectively, compared to 3.61% and 3.86% for the nine months ended September 30, 2011. The net interest rate spread and net yield on interest-earning assets for the current year period reflects a decline in loan interest rates and yields on securities as well as a decline in the interest rates on deposits. The Corporation continues in its efforts to proactively manage deposit costs in an effort to mitigate the lower asset yields earned. The reduced yields on assets reflect both an elevated level of nonperforming loans as well as the historically low market rates in the current environment.

The following table reflects the components of the Corporation’s net interest income for the three and nine months ended September 30, 2012 and 2011 including: (1) average assets, liabilities and stockholders’ equity based on average daily balances, (2) interest income earned on interest-earning assets and interest expense paid on interest-bearing liabilities, (3) average yields earned on interest-earning assets and average rates paid on interest-bearing liabilities, and (4) net yield on interest-earning assets. Nontaxable income from investment securities and loans is presented on a tax-equivalent basis assuming a statutory tax rate of 34% for the periods presented. This was accomplished by adjusting non-taxable income upward to make it equivalent to the level of taxable income required to earn the same amount after taxes.

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Analysis of Net Interest Income (Unaudited)  

For the Three Months Ended September 30,

	2012									2011
							Average									Average
				Interest			Rates						Interest			Rates
	Average			Income/			Earned/			Average			Income/			Earned/
	Balance			Expense			Paid			Balance			Expense			Paid
	(Dollars in thousands)									(Dollars in thousands)
Assets
Interest-earning assets:
Loans (1) (2)	$	445,722		$	5,962			5.31	%	$	464,838		$	6,735			5.75	%
Taxable investment securities (1)		176,773			882			1.98			161,874			1,007			2.47
Tax-exempt investment securities (1) (2)		35,670			410			4.56			32,275			408			5.02
Other interest-earning assets		658			11			6.63			883			12			5.84
Total interest-earning assets		658,823			7,265			4.37			659,870			8,162			4.91
Non-interest-earning assets:
Allowance for loan losses		(12,351	)								(11,630	)
Other assets		55,923									58,265
Total assets	$	702,395								$	706,505
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	243,105		$	236			0.39	%	$	249,030		$	426			0.68	%
Savings deposits		64,532			23			0.14			53,283			35			0.26
Time deposits		161,551			543			1.33			171,842			744			1.72
Repurchase agreements		13,885			179			5.11			15,257			186			4.81
FHLB-NY borrowing		25,096			151			2.39			33,000			214			2.57
Subordinated debenture		7,217			127			6.98			7,217			127			6.98
Total interest-bearing liabilities		515,386			1,259			0.97			529,629			1,732			1.30
Non-interest-bearing liabilities:
Demand deposits		125,443									115,313
Other liabilities		3,105									5,252
Stockholders' equity		58,461									56,311
Total liabilities and stockholders' equity	$	702,395								$	706,505
Net interest income (taxable equivalent basis)					6,006									6,430
Tax Equivalent adjustment					(145	)								(144	)
Net interest income				$	5,861								$	6,286
Net interest spread (taxable equivalent basis)								3.40	%								3.61	%
Net yield on interest-earning
assets (taxable equivalent basis) (3)								3.62	%								3.87	%

(1) For purpose of these calculations, nonaccruing loans are included in the average balance.  Loans and   total interest-earning assets are net of unearned income.  Securities are included at amortized cost.

(2) The tax equivalent adjustments are based on a marginal tax rate of 34%.

(3) Net interest income (taxable equivalent basis) divided by average interest-earning assets.

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Analysis of Net Interest Income (Unaudited)  

For the Nine Months Ended September 30,  

	2012									2011
							Average									Average
				Interest			Rates						Interest			Rates
	Average			Income/			Earned/			Average			Income/			Earned/
	Balance			Expense			Paid			Balance			Expense			Paid
	(Dollars in thousands)									(Dollars in thousands)
Assets
Interest-earning assets:
Loans (1) (2)	$	452,664		$	18,328			5.39	%	$	461,718		$	19,863			5.75	%
Taxable investment securities (1)		176,088			2,816			2.13			159,074			3,152			2.65
Tax-exempt investment securities (1) (2)		34,030			1,210			4.74			31,732			1,209			5.09
Other interest-earning assets		998			28			3.87			782			29			4.96
Total interest-earning assets		663,780			22,382			4.49			653,306			24,253			4.96
Non-interest-earning assets:
Allowance for loan losses		(12,574	)								(10,237	)
Other assets		54,286									53,696
Total assets	$	705,492								$	696,765
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits	$	248,095		$	847			0.45	%	$	248,906		$	1,385			0.74	%
Savings deposits		61,674			84			0.18			51,323			100			0.26
Time deposits		163,954			1,748			1.42			173,549			2,289			1.76
Repurchase agreements		14,188			543			5.10			15,445			551			4.76
FHLB-NY borrowing		27,428			480			2.33			33,748			668			2.65
Subordinated debenture		7,217			379			7.00			7,217			377			6.98
Total interest-bearing liabilities		522,556			4,081			1.04			530,188			5,370			1.35
Non-interest-bearing liabilities:
Demand deposits		121,320									108,850
Other liabilities		3,027									3,634
Stockholders' equity		58,589									54,093
Total liabilities and stockholders' equity	$	705,492								$	696,765
Net interest income (taxable equivalent basis)					18,301									18,883
Tax Equivalent adjustment					(429	)								(427	)
Net interest income				$	17,872								$	18,456
Net interest spread (taxable equivalent basis)								3.45	%								3.61	%
Net yield on interest-earning
assets (taxable equivalent basis) (3)								3.67	%								3.86	%

(1) For purpose of these calculations, nonaccruing loans are included in the average balance.  Loans and total interest-earning assets are net of unearned income.  Securities are included at amortized cost.

(2) The tax equivalent adjustments are based on a marginal tax rate of 34%.

(3) Net interest income (taxable equivalent basis) divided by average interest-earning assets.

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For the three months ended September 30, 2012, total interest income, on a tax equivalent basis, decreased $897,000 to $7.3 million, or 11.0%, when compared to the same prior year period. The decrease was due to a decrease in yields on interest-earning assets. Total interest income on a tax equivalent basis decreased $1.9 million to $22.4 million for the nine months ended September 30, 2012, or 7.7%, compared to the same period for 2011. The decrease in the current nine month period is due to a decrease in the overall yield on interest-earning assets, partially offset by an increase in the average interest-earning assets. The average rate earned on interest-earning assets was 4.37% and 4.49% for the three and nine months ended September 30, 2012, respectively, compared to an average rate of 4.91 and 4.96% for the three and nine months ended September 30, 2011, respectively. The decline in the asset yield reflects the effect of a prolonged low interest rate environment as well as the impact of nonaccrual loans. Average interest-earning assets decreased $1.0 million but increased $10.5 million for the three and nine months ended September 30, 2012, respectively, compared to the same prior year periods. When compared to the prior year period, the change in average interest-earning assets for the nine months ended September 30, 2012 reflects an increase in average investment securities of $19.3 million partially offset by a decrease of $9.1 million in average loans.

Interest paid on deposits and borrowed money decreased $473,000 and $1.3 million for the three and nine months ended September 30, 2012, respectively, compared to the same periods for 2011. The decline is due to general decreases in rates paid on deposits and borrowings coupled with decreases in average interest-bearing liabilities. For the three months ended September 30, 2012, the total cost for interest-bearing liabilities declined to 0.97% representing a 33 basis point decline when compared to the same prior year period. The cost for deposits and borrowed money decreased 31 basis points from 1.35% for the nine month period ended September 30, 2011 to 1.04% for the comparable period in 2012. The average balance of total interest-bearing deposits and borrowings decreased $14.2 million and $7.6 million for the three months and nine months ended September 30, 2012, respectively, from the comparable 2011 periods.

Provision for Loan Losses

The Corporation maintains an allowance for loan losses at a level considered by management to be adequate to cover the probable incurred losses associated with its loan portfolio. On an ongoing basis, management analyzes the adequacy of this allowance by considering the nature and volume of the Corporation’s loan activity, financial condition of the borrower, fair market value of the underlying collateral, and changes in general market conditions. Additions to the allowance for loan losses are charged to operations in the appropriate period. Actual loan losses, net of recoveries, serve to reduce the allowance. The appropriate level of the allowance for loan losses is based on estimates, and ultimate losses may vary from current estimates.

The loan loss provision totaled $2.000 million and $6.665 million for the three and nine months ended September 30, 2012, respectively, compared to $2.330 million and $5.920 million for the three and nine months ended September 30, 2011, respectively. Nonaccrual loans of $25.0 million at September 30, 2012 reflected a decrease from $27.7 million of nonaccrual loans at December 31, 2011. The allowance for loan losses related to the impaired loans increased from $3.1 million at December 31, 2011 to $3.6 million at September 30, 2012. During the first nine months of 2012, the Corporation charged off $5.9 million of loan balances and recovered $224,000 in previously charged off loans compared to $2.1 million and $33,000, respectively, during the same period in 2011.

The current period loan loss provision primarily is indicative of continuing economic conditions that have contributed to an increase in loan delinquencies and the softness in the real estate market. The Corporation monitors its loan portfolio and intends to continue to provide for loan loss reserves based on its ongoing periodic review of the loan portfolio and general market conditions.

See “Asset Quality” section below for a summary of the allowance for loan losses and nonperforming assets.

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Noninterest Income

Noninterest income was $1.7 million and $4.2 million for the three and nine months ended September 30, 2012, respectively, compared to $1.4 million and $3.4 million for the comparable prior year periods, respectively. The increase is primarily due to higher gains on calls and sales of securities for the current year periods. Current year noninterest income includes gains on calls and sales of securities of $891,000 and $1.3 million for the three and nine months ended September 30, 2012, respectively, greater than those realized for the three and nine months ended September 30, 2011 of $454,000 and $475,000, respectively. The gain for the three months ended September reflects a transaction executed to lower the Company’s risk exposure to rising interest rates and delever the balance sheet through the partial repayment of a higher costing wholesale repurchase agreement. A resulting gain was partially offset by a prepayment penalty discussed below.

Noninterest Expense

Noninterest expenses for the three and nine months ended September 30, 2012 was $5.2 million and $14.4 million, respectively, compared to $4.6 million and $13.8 million in the comparable prior year periods. Included in noninterest expense for the current year periods is $691,000 related to a prepayment premium resulting from the repayment of $7 million of a wholesale repurchase agreement.

Income Tax Expense

Income tax expense totaled $46,000 and $193,000 for the three and nine months ended September 30, 2012, respectively, compared to $113,000 and $432,000 for the same prior year periods. The effective tax rate for the three and nine months ended September 30, 2012 of 12.3% and 19.8%, respectively, reflects a decrease in our overall projected effective tax rate as a result of our tax exempt income representing a larger percentage of pretax income due to lower projected earnings. Likewise, the effective tax rate for the three and nine months ended September 30, 2011 was 16.4% and 20.87%, respectively.

Asset Quality

The Corporation’s principal earning asset is its loan portfolio. Inherent in the lending function is the risk of deterioration in the borrowers’ ability to repay loans under existing loan agreements. To address this risk, reserves are maintained to absorb probable incurred loan losses. In determining the adequacy of the allowance for loan losses, management of the Corporation considers the risks inherent in its loan portfolio and changes in the nature and volume of its loan activities, along with general economic and real estate market conditions. Although management attempts to establish a reserve sufficient to offset probable incurred losses in the portfolio, changes in economic conditions, regulatory policies and borrowers’ performance could require future changes to the allowance.

Risk elements include nonaccrual loans, past due and restructured loans, potential problem loans, loan concentrations and other real estate owned. The following table shows the composition of nonperforming assets at the end of the last four quarters:

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	September 30,			June 30,			March 31,			December 31,
	2012			2012			2012			2011
	(Dollars in thousands)
Nonaccrual loans (1)	$	24,960		$	29,541		$	26,823		$	27,736
Loans past due 90 days or more and accruing (2)		75			200			—			—
Total nonperforming loans		25,035			29,741			26,823			27,736
Other real estate owned		2,985			1,991			3,840			5,288
Total nonperforming assets	$	28,020		$	31,732		$	30,663		$	33,024
Performing restructured loans (3)	$	7,176		$	3,716		$	5,847		$	5,979
Allowance for loan losses	$	12,598		$	11,934		$	13,097		$	11,604
Nonperforming loans to total gross loans		5.72	%		6.68	%		5.91	%		6.08	%
Nonperforming assets to total assets		4.10	%		4.53	%		4.31	%		4.66	%
Allowance for loan losses to total gross loans		2.88	%		2.68	%		2.89	%		2.54	%
Allowance for loan losses to
nonperforming loans		50.32	%		40.13	%		48.83	%		41.84	%

(1) Generally represents loans as to which the payment of principal or interest is in arrears for a period of more than 90 days. Interest previously accrued on these loans and not yet paid is reversed and charged against income during the current period. Interest earned thereafter is only included in income to the extent that it is received in cash.

(2) Represents loans as to which payment of principal or interest is contractually past due 90 days or more but which are currently accruing income at the contractually stated rates. A determination is made to continue accruing income on those loans which are sufficiently collateralized and on which management believes all interest and principal owed will be collected.

(3) Any restructured loans that are on nonaccrual status are only reported in nonaccrual loans and not reflected in restructured loans.

A loan is generally placed on nonaccrual when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The identification of nonaccrual loans reflectscareful monitoring of the loan portfolio. The Corporation is focused on resolving the nonperforming loans and mitigating future losses in the portfolio. All delinquent loans continue to be reviewed by management.

At September 30, 2012, the nonaccrual loans were comprised of 59 loans, primarily commercial real estate loans, commercial loans and construction loans. While the Corporation maintains strong underwriting requirements, the amount of nonaccrual loans is reflective of the prolonged weakened economic conditions and the corresponding effects it has had on our commercial borrowers and the current real estate environment. Certain loans, including restructured loans, are current, but in accordance with applicable guidance and cautious review, management has continued to keep these loans on nonaccrual.

Since December 31, 2011, nonaccrual loans have decreased $2.8 million to $25.0 million at the end of the most recent quarter. Included in nonaccrual loans at September 30, 2012 is one loan for $3.0 million. During the second quarter of 2012, management placed the loan on nonaccrual based on developments relating to the borrower which have impacted the borrower’s repayment ability. The increase in nonaccruals due to this loan was offset by payments being received on other nonaccrual loans, payoffs of loans, certain loans transferring to OREO and loans returning to an accrual status. The ratio of allowance for loan losses to nonperforming loans increased to 50.32% at September 30, 2012 from 41.84% at December 31, 2011. The ratio of allowance for loan losses to nonperforming loans is reflective of detailed analysis and the probable incurred losses we have identified with these nonperforming loans. This metric reflects the effect of the increase in nonaccrual loans partially offset by an increase in the allowance for loan losses.

Evaluation of all nonperforming loans includes the updating of appraisals and specific evaluation of such loans to determine estimated cash flows from business and/or collateral. We have assessed these loans for collectability and considered, among other things, the borrower’s ability to repay, the value of the underlying collateral, and other market conditions to ensure the allowance for loan losses is adequate to absorb probable incurred losses. The majority of our nonperforming loans are secured by real estate collateral. While our nonperforming loans have remained elevated, we have recorded appropriate chargeoffs and the underlying collateral coverage for a considerable portion of the nonperforming loans currently supports the significant collection of our remaining principal.

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For loans not included in nonperforming loans, at September 30, 2012, the level of loans past due 30-89 days was $2.0 million compared to $1.0 million at December 31, 2011. We will continue to monitor delinquencies for early identification of new problem loans. While not comprising a significantly large portion of the loan portfolio, a large number of problem loans are commercial construction loans which have been affected by the struggling construction industry. As such, the entire commercial construction portfolio is being actively monitored.

The Corporation maintains an allowance for loan losses at a level considered by management to be adequate to cover the probable incurred losses associated with its loan portfolio. The Corporation’s policy with respect to the methodology for the determination of the allowance for loan losses involves a high degree of complexity and requires management to make difficult and subjective judgments.

The adequacy of the allowance for loan losses is based upon management’s evaluation of the known and inherent risks in the portfolio, consideration to the size and composition of the loan portfolio, actual loan loss experience, the level of delinquencies, detailed analysis of individual loans for which full collectability may not be assured, the existence and estimated net realizable value of any underlying collateral and guarantees securing the loans, and current economic and market conditions.

In establishing the allowance for loan losses, the Corporation utilizes a two-tier approach by (1) identifying problem loans and allocating specific loss allowances on such loans and (2) establishing a general valuation allowance on the remainder of its loan portfolio. The Corporation maintains a loan review system that allows for a periodic review of its loan portfolio and the identification of potential problem loans. Such a system takes into consideration, among other things, delinquency status, size of loans, type of collateral and financial condition of the borrowers.

Allocations of specific loan loss allowances are established for identified loans based on a review of various information including appraisals of underlying collateral. Appraisals are performed by independent licensed appraisers to determine the value of impaired, collateral-dependent loans. Appraisals are periodically updated to ascertain any further decline in value. General loan loss allowances are based upon a combination of factors including, but not limited to, actual loss experience, composition of the loan portfolio, current economic conditions and management’s judgment.

Primarily as a result of the continuing higher level of nonperforming loans, the Corporation continues to record elevated levels of provision for loan losses. For the three and nine months ended September 30, 2012, the provision for loan losses was $2.000 million and $6.665 million, respectively, compared to $2.330 million and $5.920 million for the three and nine months ended September 30, 2011, respectively. The total allowance for loan losses increased to 2.88% of total loans from a comparable ratio of 2.54% at December 31, 2011. The increase in the ratio includes the recording of the additional provision for loan losses offset by the impact of net chargeoffs.

When it is believed that some portion or all of a loan balance will not be collected, that amount is charged off as a loss against the allowance for loan losses. For the nine months ended September 30, 2012, net chargeoffs were $5.671 million compared to $2.021 for the nine months ended September 30, 2011. While regular monthly payments continue to be made on many of the nonaccrual loans, certain chargeoffs result, nevertheless, from the borrowers’ inability to provide adequate documentation evidencing their ability to continue to service their debt. Therefore, consideration has been given to any underlying collateral and appropriate chargeoffs recorded based, in general, on the deficiency of such collateral. In general, these chargeoffs reflect partial writedowns on nonaccrual loans due to the initial and ongoing evaluations of market values of the underlying real estate collateral in accordance with Accounting Standards Codification (“ASC”) 310-40. In addition, the current year reflects an increased level of chargeoffs of previously established reserves that were based on analysis of the discounted cash flows for non-real estate collateral dependent loans. Management believes the chargeoff of these reserves provides a clearer indication of the value of nonaccrual loans. The chargeoff of reserves increases the average historical chargeoff experience, thereby resulting in an increase in Corporation’s level of general reserves on performing loans. In addition to our actions of recording partial and full chargeoffs on loans, we continue to aggressively pursue collection, including legal action.

At September 30, 2012 and December 31, 2011, the Corporation had $14.6 million and $15.1 million, respectively, of loans whose terms have been modified in troubled debt restructurings. Of these loans, $7.2 million and $6.0 million were performing in accordance with their new terms at September 30, 2012 and December 31, 2011, respectively. The remaining troubled debt restructures are reported as nonaccrual loans. Specific reserves of $3.3 million and $1.2 million were allocated for the troubled debt restructurings at September 30, 2012 and December 31, 2011, respectively. As of September 30, 2012 and December 31, 2011, the Corporation had committed $377,000 and $416,000, respectively, of additional funds to a single customer with an outstanding construction loan that is classified as a troubled debt restructuring.

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Included in performing restructured loans at December 31, 2011 is a loan for $2.3 million for which the estate of our borrower was provided with a forbearance to allow time to market for sale the underlying commercial real estate collateral. The property was sold in 2012 and the Corporation collected all outstanding principal and accrued interest owed under the loan.

The balance in performing restructured loans also includes two loans to a related borrower for $1.1 million at both September 30, 2012 and December 31, 2011. While these loans are current under their restructured terms, because of the below market rate of interest, these loans will continue to be reflected as restructured loans in accordance with accounting practices.

As of September 30, 2012, there were $32.0 million of other loans not included in the preceding risk elements table, compared to $36.1 million at December 31, 2011, where credit conditions of borrowers caused management to have concerns about the possibility of the borrowers not complying with the present terms and conditions of repayment and which may result in disclosure of such loans as nonperforming loans at a future date. These loans have been considered by management in conjunction with the analysis of the adequacy of the allowance for loan losses.

The Corporation’s lending activities are concentrated in loans secured by real estate located in northern New Jersey. Accordingly, the collectability of a substantial portion of the Corporation’s loan portfolio is susceptible to changes in real estate market conditions in northern New Jersey.

Capital Adequacy

The Corporation is subject to capital adequacy guidelines promulgated by the Board of Governors of the Federal Reserve System (“FRB”). The Bank is subject to similar capital adequacy requirements imposed by the Federal Deposit Insurance Corporation. The FRB has issued regulations to define the adequacy of capital based upon the sensitivity of assets and off-balance sheet exposures to risk factors. Four categories of risk weights (0%, 20%, 50%, and 100%) were established to be applied to different types of balance sheet assets and off-balance sheet exposures. The aggregate of the risk-weighted items (risk-based assets) is the denominator of the ratio; the numerator of the ratio is risk-based capital. Under the regulations, risk-based capital has been classified into two categories. Tier 1 capital includes common and qualifying perpetual preferred shareholders’ equity less goodwill. Tier 2 capital includes mandatory convertible debt, allowance for loan losses, subject to certain limitations, and certain subordinated and term debt securities. Total qualifying capital consists of Tier 1 capital and Tier 2 capital; however; the amount of Tier 2 capital may not exceed the amount of Tier 1 capital. At September 30, 2012, the minimum risk-based capital requirements to be considered adequately capitalized were 4% for Tier 1 capital and 8% for total capital.

Federal banking regulators have also adopted leverage capital guidelines to supplement the risk-based measures. The leverage ratio is determined by dividing Tier 1 capital as defined under the risk-based guidelines by average total assets (non risk-adjusted) for the preceding quarter. At September 30, 2012 the minimum leverage ratio requirement to be considered well capitalized was 4%. The following table summarizes the capital ratios for the Corporation and the Bank at September 30, 2012.

							To Be Well
							Capitalized
				Required for			Under Prompt
				Capital			Corrective
				Adequacy			Action
	Actual			Purposes			Regulations
Leverage ratio
Corporation		9.03	%		4.00	%		N/A
Bank		8.88	%		4.00	%		5.00	%
Risk-based capital
Tier I
Corporation		13.68	%		4.00	%		N/A
Bank		13.44	%		4.00	%		6.00	%
Total
Corporation		14.95	%		8.00	%		N/A
Bank		14.70	%		8.00	%		10.00	%

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Liquidity and Capital Resources

The Corporation’s primary sources of funds are deposits, amortization and prepayments of loans and mortgage-backed securities, maturities of investment securities and funds provided from operations. While scheduled loan and mortgage-backed securities amortization and maturities of investment securities are a relatively predictable source of funds, deposit flow and prepayments on loans and mortgage-backed securities are greatly influenced by market interest rates, economic conditions and competition. The Corporation’s liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities.

The primary source of cash from operating activities is net income. Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in interest-earning cash accounts or short-term investments, such as federal funds sold.

Cash and cash equivalents increased $3.7 million during the first nine months of 2012. Net operating and investing activities provided $10.8 million and $19.2 million, respectively, while financing activities used $26.3 million.

We anticipate that the Corporation will have sufficient funds available to meet its current contractual commitments. Should we need temporary funding, the Corporation has the ability to borrow overnight with the FHLB-NY. The overall borrowing capacity is contingent on available collateral to secure borrowings and the ability to purchase additional activity-based capital stock of the FHLB-NY. In addition, the Corporation has available overnight variable repricing lines of credit with other correspondent banks totaling $16.0 million on an unsecured basis.

With respect to the payment of dividends on common stock, the Corporation has historically paid a quarterly cash dividend, however management recognizes that the payment of future dividends could be impacted by losses or reduced earnings and the Corporation cannot assure the payment of future dividends. In addition, due to the Corporation’s participation in the SBLF program, the Corporation may only declare and pay dividends on its common stock (or any other equity security junior to the Series B Preferred Stock issued in connection with the participation in the SBLF program) if it has declared and paid dividends on the Series B Preferred Stock for the current dividend period and, if after payment of such dividend, the dollar amount of the Corporation’s Tier 1 Capital would be at least 90% of the Tier 1 Capital at the date of entering into the SBLF program excluding any subsequent chargeoffs and any redemption of the Series B Preferred shares.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

ITEM 4. Controls and Procedures

Evaluation of internal controls and procedures

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer have concluded that our internal disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Controls over Financial Reporting

Pursuant to Rule 13a-15(d) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, has evaluated our internal controls over financial reporting and based upon such evaluation concluded that there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II -- Other Information

Item 6. Exhibits

See Exhibit Index following this report.

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SIGNATURES

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

	Stewardship Financial Corporation
Date:     November 9, 2012	By:	/s/ Paul Van Ostenbridge
		Paul Van Ostenbridge
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:     November 9, 2012	By:	/s/ Claire M. Chadwick
		Claire M. Chadwick
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
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
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following material from Stewardship Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statement of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Comprehensive Income, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements1

¹This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Corporation specifically incorporates it by reference.

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