First Priority Financial 10-Q 2014 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

for the Quarterly Period Ended September 30, 2014

or

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

for the Transition Period from to

Commission File Number No. 333-140879

FIRST PRIORITY FINANCIAL CORP.

Pennsylvania	20-8420347
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
2 West Liberty Boulevard, Suite 104 Malvern, Pennsylvania	19355
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (877) 533-4420

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

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

Title of Each Class	Number of Shares Outstanding as of November 12, 2014
Common Stock, $1.00 Par Value	6,447,069 Outstanding Shares

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	60
PART II—OTHER INFORMATION		60
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	61
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	62

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, and as such, statements containing the words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “projects,” “predicts,” “intends,” “seeks,” “will,” “may,” “should,” “would,” “continues,” “hope” and similar expressions, or the negative of these terms, constitute forward-looking statements that involve risks and uncertainties. Such statements are based on current expectations and are subject to risks, uncertainties and changes in condition, significance, value, and effect. Such risks, uncertainties and changes in condition, significance, value and effect could cause First Priority Financial Corp.’s actual results to differ materially from those anticipated.

Although the Company believes its plans, intentions, and expectations as reflected in or suggested by these forward-looking statements are reasonable, it can give no assurance that its plans, intentions, or expectations will be achieved. Accordingly, you should not place undue reliance on them. Listed below, and discussed elsewhere, are some important risks, uncertainties, and contingencies that could cause actual results, performances, or achievements to be materially different from the forward-looking statements made in this document. These factors, risks, uncertainties, and contingencies include, but are not limited to, the following:

· the strength of the United States economy in general and the strength of the regional and local economies in which First Priority conducts operations;

· the effects of changing economic conditions in First Priority’s market areas and nationally;

· the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;

· changes in federal and state banking, insurance, and investment laws and regulations which could impact First Priority’s operations;

· inflation, interest rate, market, and monetary fluctuations;

· First Priority’s timely development of competitive new products and services in a changing environment and the acceptance of such products and services by customers;

· the impact of changes in financial services policies, laws, and regulations, including laws, regulations, policies, and practices concerning taxes, banking, capital, liquidity, proper accounting treatment, securities, and insurance, and the application thereof by regulatory bodies and the impact of changes in and interpretations of generally accepted accounting principles;

· the occurrence of adverse changes in the securities markets;

· the effects of changes in technology or in consumer spending and savings habits;

· terrorist attacks in the United States or upon United States interests abroad, or armed conflicts involving the United States military;

· regulatory or judicial proceedings;

· changes in asset quality;

· First Priority’s success in managing the risks involved in the foregoing.

The effects of these factors are difficult to predict. New factors emerge from time to time, and we are not able to assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date of this document.

Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this quarterly report or the date of any document incorporated by reference in this quarterly report.

1

PART I

Item 1. Financial Statements.

First Priority Financial Corp.

Consolidated Balance Sheets

(in thousands, except share and per share data)

	September 30, 2014			December 31, 2013
	(Unaudited)
Assets
Cash and due from banks	$	4,189		$	5,217
Interest-bearing deposits in banks		16,089			6,031
Total cash and cash equivalents		20,278			11,248
Securities available for sale, at fair value (amortized cost: $48,341 and $80,085,    respectively)		47,961			78,636
Securities held to maturity, at amortized cost (fair value: $16,123 and $10,268,    respectively)		16,004			10,963
Residential mortgage loans held for sale		727			—
Loans receivable		371,763			335,737
Less: allowance for loan losses		2,288			2,273
Net loans		369,475			333,464
Restricted investments in bank stocks		3,482			2,731
Premises and equipment, net		2,441			2,533
Bank owned life insurance		3,068			—
Accrued interest receivable		1,492			1,454
Other real estate owned		765			914
Deferred income tax assets, net		4,835			-
Goodwill		2,725			2,725
Intangible assets with finite lives, net		421			494
Other assets		1,411			926
Total Assets	$	475,085		$	446,088
Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Non-interest bearing	$	47,713		$	47,997
Interest-bearing		313,251			309,423
Total deposits		360,964			357,420
Short-term borrowings		51,572			33,625
Long-term debt		11,000			11,000
Accrued interest payable		409			313
Other liabilities		1,437			1,338
Total Liabilities		425,382			403,696
Commitments and contingencies (Note 9)		—			—
Shareholders’ Equity
Preferred stock, $100 par value; authorized 10,000,000 shares; liquidation value: $1,000 per    share:
Series A: 9%; 4,579 shares issued and outstanding; liquidation value: $4,579		4,579			4,570
Series B: 9%; 229 shares issued and outstanding; liquidation value: $229		229			231
Series C: 5%; 4,596 shares issued and outstanding; liquidation value: $4,596		4,596			4,594
Common stock, $1 par value; authorized 10,000,000 shares; issued and outstanding:    2014: 6,447,069; 2013: 6,438,994		6,447			6,439
Surplus		39,968			39,780
Accumulated deficit		(5,919	)		(12,025	)
Accumulated other comprehensive loss		(197	)		(1,197	)
Total Shareholders’ Equity		49,703			42,392
Total Liabilities and Shareholders’ Equity	$	475,085		$	446,088

See unaudited notes to consolidated financial statements.

2

First Priority Financial Corp.

Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)

	For the three months ended September 30,						For the nine months ended September 30,
	2014			2013			2014			2013
Interest Income
Loans receivable, including fees	$	4,298		$	4,224		$	12,619		$	12,115
Securities—taxable		373			323			1,101			714
Securities—exempt from federal taxes		25			28			79			84
Interest bearing deposits and other		37			20			94			47
Total Interest Income		4,733			4,595			13,893			12,960
Interest Expense
Deposits		651			745			1,971			2,263
Short-term borrowings		40			9			76			11
Long-term debt		24			25			73			120
Total Interest Expense		715			779			2,120			2,394
Net Interest Income		4,018			3,816			11,773			10,566
Provision for Loan Losses		212			230			572			570
Net Interest Income after Provision for Loan    Losses		3,806			3,586			11,201			9,996
Non-Interest Income
Wealth management fee income		145			158			372			273
Bank owned life insurance income		26			—			68			—
Other		75			95			241			258
Total Non-Interest Income		246			253			681			531
Non-Interest Expenses
Salaries and employee benefits		1,893			1,788			5,358			5,129
Occupancy and equipment		531			541			1,638			1,475
Data processing equipment and operations		215			250			655			661
Professional fees		239			219			665			573
Marketing, advertising, and business development		69			39			212			149
FDIC insurance assessments		80			94			236			259
Pennsylvania bank shares tax expense		81			101			239			277
Merger related costs		—			324			—			1,534
Other real estate owned		13			118			100			280
Other		323			278			957			696
Total Non-Interest Expenses		3,444			3,752			10,060			11,033
Income (Loss) before Income Tax Benefit		608			87			1,822			(506	)
Federal Income Tax Benefit		(4,714	)		—			(4,698	)		—
Net Income (Loss)	$	5,322		$	87		$	6,520		$	(506	)
Preferred dividends, including net amortization		166			133			414			399
Income (Loss) to Common Shareholders	$	5,156		$	(46	)	$	6,106		$	(905	)
Income (loss) per common share:
Basic	$	0.80		$	(0.01	)	$	0.95		$	(0.16	)
Diluted	$	0.80		$	(0.01	)	$	0.95		$	(0.16	)
Weighted average common shares outstanding
Basic		6,446			6,332			6,441			5,641
Diluted		6,466			6,332			6,448			5,641

See unaudited notes to consolidated financial statements.

3

First Priority Financial Corp.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, in thousands)

	For the three months ended September 30,						For the nine months ended September 30,
	2014			2013			2014			2013
Net income (loss)	$	5,322		$	87		$	6,520		$	(506	)
Other comprehensive income (loss):
Securities available for sale:
Change in unrealized gain (loss) on securities available for sale		(197	)		1			1,069			(1,599	)
Tax effect		129			-			129			-
Net unrealized gains (losses) arising during the period		(68	)		1			1,198			(1,599	)
Net unrealized holding gains (losses) on securities transferred    between available for sale and held to maturity:
Reclassification adjustment for net unrealized holding    gains (losses) on securities transferred		—			—			(137	)		293
Amortization of net unrealized holding gains (losses) to    income during the period		(8	)		(21	)		(33	)		(26	)
Tax effect		(28	)		-			(28	)		-
Net unrealized holding gains (losses) on securities    transferred during the period		(36	)		(21	)		(198	)		267
Total other comprehensive income (loss)		(104	)		(20	)		1,000			(1,332	)
Total comprehensive income (loss)	$	5,218		$	67		$	7,520		$	(1,838	)

See unaudited notes to consolidated financial statements.

4

First Priority Financial Corp.

Consolidated Statements of Shareholders’ Equity

For the Nine Months Ended September 30, 2014 and 2013

(Unaudited, dollars in thousands)

	Preferred Stock		Common Stock		Surplus			Accumulated Deficit			Accumulated Other Comprehensive Income (loss)			Total
Balance – December 31, 2012	$	9,342	$	3,144	$	26,230		$	(11,689	)	$	683		$	27,710
Preferred stock dividends		—		—		—			(359	)		—			(359	)
Net amortization on preferred stock		40		—		—			(40	)		—			—
Issuance of 3,475 shares of restricted    common stock, net of forfeitures		—		4		(4	)		—			—			—
Issuance of 1,268,576 shares of common    stock in private placement		—		1,268		5,304			—			—			6,572
Issuance of 1,915,942 shares of common    stock in merger with Affinity Bancorp,    Inc.		—		1,916		8,130			—			—			10,046
Cash in lieu of fractional shares for merger    with Affinity Bancorp, Inc.		—		—		(1	)		—			—			(1	)
Net loss		—		—		—			(506	)		—			(506	)
Other comprehensive loss		—		—		—			—			(1,332	)		(1,332	)
Stock based compensation expense		—		—		98			—			—			98
Balance—September 30, 2013	$	9,382	$	6,332	$	39,757		$	(12,594	)	$	(649	)	$	42,228
Balance – December 31, 2013	$	9,395	$	6,439	$	39,780		$	(12,025	)	$	(1,197	)	$	42,392
Preferred stock dividends		—		—		—			(405	)		—			(405	)
Net amortization on preferred stock		9		—		—			(9	)		—			—
Issuance of 8,125 shares of restricted    common stock, net of forfeitures		—		8		(8	)		—			—			—
Net income		—		—		—			6,520			—			6,520
Other comprehensive income		—		—		—			—			1,000			1,000
Stock based compensation expense		—		—		196			—			—			196
Balance—September 30, 2014	$	9,404	$	6,447	$	39,968		$	(5,919	)	$	(197	)	$	49,703

See unaudited notes to consolidated financial statements.

5

First Priority Financial Corp.

Consolidated Statements of Cash Flows

(Unaudited, dollars in thousands)

	For the nine months ended September 30,
	2014			2013
Cash Flows from Operating Activities
Net income (loss)	$	6,520		$	(506	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for loan losses		572			570
Provision for foreclosed asset losses		—			121
Depreciation and amortization		342			278
Net (accretion of discount)/amortization of premium on securities		(186	)		(204	)
Stock based compensation expense		196			98
Net gains (losses) on sales of other real estate		(31	)		6
Net gain on disposal of premises and equipment		(7	)		—
Bank owned life insurance policy income		(68	)		—
Originations of loans held for sale		(1,077	)		(198	)
Proceeds from sale of loans held for sale		350			198
Deferred income taxes		(4,698	)		—
Increase (decrease) in accrued interest receivable		(38	)		14
Increase (decrease) in other assets		(485	)		279
Increase (decrease) in accrued interest payable		97			(201	)
Decrease in other liabilities		99			592
Net Cash Provided by Operating Activities		1,586			1,047
Cash Flows from Investing Activities
Net increase in loans		(22,037	)		(11,089	)
Purchase of loans		(15,109	)		—
Purchases of securities available for sale		(8,847	)		(33,042	)
Purchase of restricted stock		(751	)		(26	)
Proceeds from maturities or calls of securities available for sale		35,240			16,873
Proceeds from the sale of securities available for sale		—			1,938
Proceeds related to receivables for investment securities sold		—			33,630
Proceeds from the sale of other real estate owned		866			494
Net decrease of premises and equipment		(272	)		(62	)
Net purchase of bank owned life insurance		(3,000	)		—
Net cash received from acquisition		—			24,419
Net Cash (Used in) Provided by Investing Activities		(13,910	)		33,135
Cash Flows from Financing Activities
Net increase (decrease) in deposits		3,812			(42,846	)
Net increase in short-term borrowings		17,947			26,875
Decrease in long-term debt		—			(16,358	)
Proceeds from issuance of common stock		—			6,572
Cash dividends paid on preferred stock		(405	)		(359	)
Net Cash Provided by (Used in) Financing Activities		21,354			(26,116	)
Net Increase in Cash and Cash Equivalents		9,030			8,066
Cash and Cash Equivalents—Beginning		11,248			11,016
Cash and Cash Equivalents—Ending	$	20,278		$	19,082
Supplementary Disclosures of Cash Flows Information
Noncash activity:
Trade date accounting for investment securities purchases	$	—		$	4,175
Transfer of available for sale securities to held to maturity securities	$	3,840		$	11,166
Transfer of loans receivable to other real estate owned	$	686			—
Cash paid for interest on deposits and borrowings	$	2,292		$	2,860

See unaudited notes to consolidated financial statements.

6

First Priority Financial Corp.

Unaudited Notes to Consolidated Financial Statements

Note 1—Summary of Significant Accounting Policies

Organization and Nature of Operations

First Priority Financial Corp.

First Priority Financial Corp. (“First Priority,” the “Company”) was incorporated under the laws of the Commonwealth of Pennsylvania on February 13, 2007, for the purpose of becoming the holding company of First Priority Bank (the “Bank”) and had no prior operating history. On May 11, 2007, as a result of a reorganization and merger, First Priority Bank became a wholly-owned subsidiary of First Priority.

On February 28, 2013, First Priority and Affinity Bancorp, Inc. (“Affinity”), the holding company for Affinity Bank of PA (“Affinity Bank”), merged with and into First Priority. Total assets acquired as a result of the merger were $175.9 million, including $77.4 million in loans, and deposits of $150.9 million. Total incremental equity resulting from the transaction was $10.1 million.   A total of 1,933,665 shares of First Priority common stock were issued in connection with the merger. In conjunction with the completion of the merger, the Company also issued 1,268,576 shares of First Priority common stock as part of a private placement offering that resulted in incremental net equity proceeds of $6.6 million.

First Priority provides banking services through First Priority Bank and does not engage in any activities other than banking and related activities. As of September 30, 2014, First Priority had total assets of $475.1 million and total shareholders’ equity of $49.7 million.

First Priority Bank

First Priority Bank is a state-chartered commercial banking institution which was incorporated under the laws of the Commonwealth of Pennsylvania on May 25, 2005. First Priority Bank’s deposits are insured by the FDIC up to the maximum amount permitted for all banks. As of September 30, 2014, First Priority Bank had total assets of $474.8 million, total loans of $371.8 million, total deposits of $361.9 million and total shareholder’s equity of $48.9 million.

First Priority Bank engages in a full service commercial and consumer banking business with strong private banking and individual wealth management services. First Priority Bank offers a variety of commercial, private banking and consumer loans, mortgage products and commercial real estate financing. First Priority Bank does not engage in sub-prime lending. The Company’s operations are significantly affected by prevailing economic conditions, competition, and the monetary, fiscal, and regulatory policies of governmental agencies. Lending activities are influenced by a number of factors, including the general credit needs of individuals and small and medium-sized businesses in the Company’s market area, competition, the current regulatory environment, the level of interest rates, and the availability of funds. Deposit flows and costs of funds are influenced by prevailing market rates of interest, competition, account maturities, and the level of personal income and savings in the market area.

First Priority Bank also offers certain financial planning and investment management services. These investment services are provided by First Priority Financial Services, a Division of First Priority Bank, through an agreement with a third party provider. In addition, various life insurance products are offered through First Priority Bank, and the Bank has also entered into solicitation agreements with several investment advisors to provide portfolio management services to customers of the Bank.

First Priority Bank currently seeks deposits and commercial and consumer banking relationships through its ten banking offices. The Bank provides deposit products that include checking, money market and savings accounts, and certificates of deposit as well as other deposit services, including cash management and electronic banking products and online account opening capabilities. The Bank obtains funding in the local community by providing excellent service and competitive rates to its customers and utilizes electronic and print media advertising to attract current and potential deposit customers. The Bank also uses brokered certificates of deposit as a cost effective funding alternative.

7

Basis of Presentation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions to Form 10-Q, and therefore, do not include information or all footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). However, all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of these financial statements have been included. These financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for First Priority Financial Corp. for the year ended December 31, 2013, included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 28, 2014. The results of interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The accompanying unaudited consolidated financial statements consist of the parent company, First Priority and its consolidated wholly owned subsidiary, First Priority Bank. The consolidated balance sheets and related statements of operation of the Company are substantially the same as the consolidated balance sheets and related statements of operation of the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.

Subsequent Events

The Company has evaluated subsequent events for potential recognition and/or disclosure through the date that these financial statements were issued.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, stock-based compensation, impairment of goodwill, other than temporary impairment of investment assets, the valuation of deferred tax assets and other real estate.

Acquired Loans

Acquired loans are initially recorded at their acquisition date fair values. The carryover of allowance for loan losses is prohibited as any credit losses in the loans are included in the determination of the fair value of the loans at the acquisition date. Fair values for acquired loans are based on a discounted cash flow methodology that involves assumptions and judgments as to credit risk, prepayment risk, liquidity risk, default rates, loss severity, payment speeds, collateral values and discount rate.

Acquired loans that have evidence of deterioration in credit quality since origination and for which it is probable, at acquisition, that the Company will be unable to collect all contractually required payments are accounted for as impaired loans under ASC 310-30. The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loans. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the non-accretable discount. The non-accretable discount represents estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows require the Company to evaluate the need for an allowance for loan losses on these loans. Subsequent improvements in expected cash flows result in the reversal of a corresponding amount of the non-accretable discount which the Company then reclassifies as an accretable discount that is recognized into interest income over the remaining life of the loans using the interest method.

Acquired loans that met the criteria for non-accrual of interest prior to acquisition may be considered performing upon acquisition, or in the future, regardless of whether the customer is contractually delinquent, if the Company can reasonably estimate the timing and amount of the expected cash flows on such loans and if the Company expects to fully collect the new carrying value of the loans. As such, the Company may no longer consider the loan to be non-accrual or non-performing and may accrue interest on these loans, including the impact of any accretable discount. For acquired loans that are not deemed impaired at acquisition, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value and amortized over the life of the asset. Subsequent to the acquisition date, the methods utilized to estimate the required allowance for loan losses for these loans is similar to originated loans, however, the Company records a provision for loan losses only when the required allowance exceeds any remaining pooled discounts for loans evaluated collectively for impairment.

8

Allowance for Loan Losses

The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The reserve for unfunded lending commitments, totaling $35 thousand, represents management’s estimate of losses inherent in its unfunded loan commitments and is recorded in other liabilities on the consolidated balance sheet. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate, home equity and other consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These qualitative risk factors include:

1. Lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices.

2. National, regional, and local economic and business conditions as well as the condition of various market segments, including the value of underlying collateral for collateral dependent loans.

3. Nature and volume of the portfolio and terms of loans.

4. Management team with experience, depth, and knowledge in banking and in many areas of lending. Each contributes to the sound credit culture and control within the Company.

5. Volume and severity of past due, classified and nonaccrual loans as well as other loan modifications.

6. The Company engages a third party to perform an independent review of the loan portfolio as a measure for quality and consistency in credit evaluation and credit decisions.

7. Existence and effect of any concentrations of credit and changes in the level of such concentrations.

8. Effect of external factors, such as competition and legal and regulatory requirements.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation.

A majority of the Company’s loans are to business owners of many types. The Company makes commercial loans for real estate development and other business purposes required by our customers.

The Company’s credit policies determine advance rates against the different forms of collateral that can be pledged against commercial loans. Typically, the majority of loans will be limited to a percentage of their underlying collateral values such as real estate values, equipment, eligible accounts receivable and inventory. Individual loan advance rates may be higher or lower depending upon the financial strength of the borrower and/or term of the loan. The assets financed through commercial loans are used within the business for its ongoing operation. Repayment of these kinds of loans generally comes from the cash flow of the business or the ongoing conversions of assets. Commercial real estate loans include long-term loans financing commercial properties. Repayment of this kind of loan is dependent upon either the ongoing cash flow of the borrowing entity or the resale of or lease of the subject property. Commercial real estate loans typically require a loan to value ratio of not greater than 80% and vary in terms.

9

Residential mortgages and home equity loans are secured by the borrower’s residential real estate in either a first or second lien position. Residential mortgages and home equity loans have varying loan rates depending on the financial condition of the borrower and the loan to value ratio. Residential mortgages have amortizations up to 30 years and home equity loans have maturities up to 10 years.

Other consumer loans include installment loans, car loans, and overdraft lines of credit. The majority of these loans are secured.

An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case by case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed.

Impairment is measured on a loan by loan basis for commercial and industrial loans, commercial real estate loans and commercial construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral.

For commercial loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values may be discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

For commercial and industrial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual residential mortgage loans, home equity loans and other consumer loans for impairment disclosures, unless such loans are the subject of a troubled debt restructuring agreement.

Acquired loans are recorded at acquisition date at their acquisition date fair values, and therefore, are excluded from the calculation of loan loss reserves as of the acquisition date. To the extent there is a decrease in the present value of cash flows expected from the acquired impaired loans after the date of acquisition, the Company records a provision for loan losses. During the three and nine months ended September 30, 2014, the Company recorded a provision for loan losses totaling $168 thousand and $378 thousand for acquired impaired loans. During the three and nine months ended September 30, 2013, the Company recorded a provision for loan losses totaling $89 thousand for acquired impaired loans.

For acquired loans that are not deemed impaired at acquisition, credit discounts representing principal losses expected over the life of the loan are a component of the initial fair value. Subsequent to the acquisition date, the methods used to estimate the required allowance for loan losses for these loans is similar to originated loans, however, the Company records a provision for loan losses only when the required allowance exceeds any remaining unamortized general credit fair value adjustment for loans evaluated collectively for impairment.

10

The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payments, for commercial and consumer loans. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass.

In addition, Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.

Comprehensive Income (Loss)

Accounting principles generally accepted in the United States of America require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the shareholders’ equity section of the balance sheet, such items, along with net income, are components of total comprehensive income (loss). As of September 30, 2014, the Company reversed the full valuation allowance on deferred tax assets and therefore, the Consolidated Statement of Comprehensive Income as of this date is presented net of the effect of income taxes.  The Consolidated Statement of Comprehensive Income as of September 30, 2013 does not include the effects of income taxes due to the full valuation allowance on deferred tax assets.

Details about Accumulated Other Comprehensive Income (Loss) Components	Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)						Affected Line Item in the Statement where Net Income is Presented
	September 30,			September 30,
	2014			2013
	(Dollars in thousands)
Amortization of unrealized holding gains on securities    transferred from available-for-sale to held-to-maturity	$	(33	)	$	(26	)	Interest Income
Tax effect		(28	)		-		Federal Income Tax Expense
Total reclassification	$	(61	)	$	(26	)

Accumulated other comprehensive income (loss) as of September 30, 2014 and December 31, 2013 consisted of the following:

	September 30,			December 31,
	2014			2013
	(Dollars in thousands)
Net unrealized gain (loss) on available for sale securities	$	(380	)	$	(1,449	)
Net unrealized holding gains on securities transferred    between available for sale and held to maturity		82			252
Tax effect		101			-
Total	$	(197	)	$	(1,197	)

11

Note 2—Recently Issued Accounting Standards

In January 2014, the FASB issued ASU 2014-04, Receivables (Topic 310): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The ASU clarifies that an in substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The amendments may be adopted using either a modified retrospective transition method or a prospective transition method. Early adoption is permitted. Management does not believe the amendments will have a material impact on the Company’s Consolidated Financial Statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in this Update establish a comprehensive revenue recognition standard for virtually all industries under U.S. GAAP, including those that previously followed industry specific guidance such as the real estate, construction and software industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, the standard requires five basic steps: i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2016. Early adoption is permitted. Management does not believe the amendments will have a material impact on the Company’s Consolidated Financial Statements.

Note 3—Earnings (Loss) Per Common Share

Diluted earnings (loss) per common share take into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Proceeds assumed to have been received on such exercise or conversion, are assumed to be used to purchase shares of the Company’s common stock at the average market price during the period, as required by the “treasury stock method” of accounting for common stock equivalents. For purposes of calculating the basic and diluted earnings (loss) per share, the Company’s reported net income (loss) is adjusted for dividends on preferred stock and net accretion/amortization related to the issuance of preferred stock to determine the net income (loss) to common shareholders. For the period ended September 30, 2013, diluted loss per share is the same as basic loss per share, as the effect of any common stock equivalents are antidilutive. For the three and nine month periods ended September 30, 2013 there were 811 thousand common stock equivalent shares, respectively, all of which were antidilutive and therefore, excluded from earnings per share calculations.

The calculations of basic and diluted earnings (loss) per common share are presented below for the three and nine months ended September 30, 2014 and 2013:

	For the three months ended September 30,						For the nine months ended September 30,
	(In thousands, except per share information)
	2014			2013			2014			2013
Net income (loss)	$	5,322		$	87		$	6,520		$	(506	)
Less: preferred stock dividends		(165	)		(119	)		(405	)		(359	)
Less: net discount accretion on preferred stock		(1	)		(14	)		(9	)		(40	)
Income (loss) to common shareholders	$	5,156		$	(46	)	$	6,106		$	(905	)
Average basic common shares outstanding		6,446			6,332			6,441			5,641
Effect of dilutive stock options		20			—			7			—
Average number of common shares used to calculate    diluted earnings per common share		6,466			6,332			6,448			5,641
Basic earnings (loss) per common share	$	0.80		$	(0.01	)	$	0.95		$	(0.16	)
Diluted earnings (loss) per common share	$	0.80		$	(0.01	)	$	0.95		$	(0.16	)

12

The amount of preferred stock dividends and the net accretion or amortization related to each series of preferred stock are presented below for the three and nine months ended September 30, 2014 and 2013:

	For the three months ended September 30,						For the nine months ended September 30,
	2014			2013			2014			2013
	(Dollars in thousands)						(Dollars in thousands)
Preferred dividends:
Preferred Series A	$	104		$	57		$	218		$	172
Preferred Series B		5			5			15			15
Preferred Series C		56			57			172			172
Total preferred dividends	$	165		$	119		$	405		$	359
Net accretion (amortization) on preferred stock:
Preferred Series A	$	—		$	(14	)	$	(9	)	$	(43	)
Preferred Series B		—			2			2			5
Preferred Series C		(1	)		(2	)		(2	)		(2	)
Total net accretion (amortization) on preferred stock	$	(1	)	$	(14	)	$	(9	)	$	(40	)

Note 4—Securities

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Available for sale securities are carried at fair value.

Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions. These securities are carried at cost adjusted for the amortization of premium and accretion of discount, computed by a method which approximates the interest method over the terms of the securities.

At March 31, 2014, the Company transferred securities with fair values of $3.7 million consisting of six obligations of states and political subdivisions and one corporate bond from available for sale securities to held to maturity securities. Net unrealized holding losses arising prior to the reclassification date as of March 31, 2014 totaled $137 thousand are reported as a separate line item within accumulated other comprehensive income. The balance of net unrealized holding gains, totaling $82 thousand as of September 30, 2014 and $252 thousand as of December 31, 2013, is being amortized over the remaining life of the related securities as an adjustment of yield in a manner consistent with the accretion of discount on the same transferred debt securities. This will have no impact on the Company’s net income because the amortization of the unrealized holding loss reported in equity will offset the effect on the interest income of the accretion of the discount on these securities.

13

The amortized cost, unrealized gains and losses, and the estimated fair value of the Company’s investment securities available for sale and held to maturity are as follows:

	September 30, 2014
	Amortized Cost		GrossUnrealized Gains		GrossUnrealized Losses			Estimated Fair Value
	(Dollars in thousands)
Available For Sale:
Obligations of U.S. government agencies    and corporations	$	19,447	$	21	$	(306	)	$	19,162
Obligations of states and political subdivisions		4,919		5		(70	)		4,854
Federal agency mortgage-backed securities		22,764		148		(182	)		22,730
Federal agency collateralized mortgage obligations		585		3		(1	)		587
Other debt securities		501		2		—			503
Money market mutual fund		125		—		—			125
Total investment securities available for sale	$	48,341	$	179	$	(559	)	$	47,961

Held To Maturity:
Obligations of states and political subdivisions	$	15,524	$	208	$	(96	)	$	15,636
Other debt securities		480		7		—			487
Total held to maturity	$	16,004	$	215	$	(96	)	$	16,123

	December 31, 2013
	Amortized Cost		GrossUnrealized Gains		GrossUnrealized Losses			Estimated Fair Value
	(Dollars in thousands)
Available For Sale:
Obligations of U.S. government agencies    and corporations	$	48,612	$	4	$	(555	)	$	48,061
Obligations of states and political subdivisions		8,321		—		(500	)		7,821
Federal agency mortgage-backed securities		20,908		57		(411	)		20,554
Federal agency collateralized mortgage obligations		758		6		(5	)		759
Other debt securities		1,252		3		(48	)		1,207
Money market mutual fund		234		—		—			234
Total investment securities available for sale	$	80,085	$	70	$	(1,519	)	$	78,636

Held To Maturity:
Obligations of states and political subdivisions	$	10,963	$	—	$	(695	)	$	10,268
Total held to maturity	$	10,963	$	—	$	(695	)	$	10,268

14

Included in unrealized losses are market losses on securities that have been in a continuous unrealized loss position for twelve months or more and those securities that have been in a continuous unrealized loss position for less than twelve months. The table below details the aggregate unrealized losses and aggregate fair value of the underlying securities whose fair values are below their amortized cost at September 30, 2014 and December 31, 2013.

	As of September 30, 2014
	Less than 12 Months							12 Months or longer							Total
	Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses			Count
	(Dollars in thousands)
Available for Sale:
Obligations of U.S. government    agencies and corporations	$	—	$	—			—	$	16,639	$	(306	)		15	$	16,639	$	(306	)		15
Obligations of states and political    subdivisions		575		(5	)		1		3,572		(65	)		10		4,147		(70	)		11
Federal agency mortgage-backed    securities		5,009		(15	)		4		7,742		(167	)		6		12,751		(182	)		10
Federal agency collateralized    mortgage obligations		—		—			—		319		(1	)		1		319		(1	)		1
Total Available for Sale	$	5,584	$	(20	)		5	$	28,272	$	(539	)		32	$	33,856	$	(559	)		37

Held to Maturity:
Obligations of states and political    subdivisions	$	—	$	—	—	$	4,867	$	(96	)	11	$	4,867	$	(96	)	11
Total Held to Maturity	$	—	$	—	—	$	4,867	$	(96	)	11	$	4,867	$	(96	)	11

	As of December 31, 2013
	Less than 12 Months							12 Months or longer						Total
	Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses			Count
	(Dollars in thousands)
Available for Sale:
Obligations of U.S. government    agencies and corporations	$	21,057	$	(555	)		18	$	—	$	—		—	$	21,057	$	(555	)		18
Obligations of states and political    subdivisions		7,821		(500	)		19		—		—		—		7,821		(500	)		19
Federal agency mortgage-backed    securities		12,772		(411	)		10		—		—		—		12,772		(411	)		10
Federal agency collateralized    mortgage obligations		411		(5	)		1		—		—		—		411		(5	)		1
Other debt securities		702		(48	)		2		—		—		—		702		(48	)		2
Total Available for Sale	$	42,763	$	(1,519	)		50	$	—	$	—		—	$	42,763	$	(1,519	)		50

Held to Maturity:
Obligations of states and political    subdivisions	$	9,488	$	(610	)	21	$	780	$	(85	)	2	$	10,268	$	(695	)	23
Total Held to Maturity	$	9,488	$	(610	)	21	$	780	$	(85	)	2	$	10,268	$	(695	)	23

As of September 30, 2014, management believes that the estimated fair value of the securities disclosed above is primarily dependent upon the movement in market interest rates, particularly given the minimal inherent credit risk associated with the issuers of these securities and that the unrealized losses in these portfolios are not the result of deteriorating credit within any investment category.

Securities issued by states and political subdivisions are all rated investment grade. Each holding is reviewed quarterly for impairment by management and our third party investment advisor. All mortgage backed securities and collateralized mortgage obligations are issued by U.S. government sponsored agencies; there are no holdings of private label mortgage backed securities or securities backed by loans classified as “Alt-A” or “Subprime”.

15

Although the fair value will fluctuate as market interest rates move, management believes that these fair values will recover as the underlying portfolios mature. The Company evaluates a variety of factors in concluding whether securities are other-than-temporarily impaired. These factors include, but are not limited to, the type and purpose of the bond, the underlying rating of the bond issuer, and the presence of credit enhancements (i.e. state guarantees, municipal bond insurance, collateral requirements, etc.). The Company does not intend to sell any of these securities and it is unlikely that it will be required to sell any of these securities before recovery. Management does not believe any individual unrealized loss on individual securities, as of September 30, 2014, represents other than temporary impairment.

There were no realized gains or losses for the three or nine months ended September 30, 2014 and 2013.

Securities with an estimated fair value of $35.0 million and $44.3 million were pledged at September 30, 2014 and December 31, 2013, respectively, to secure public fund deposits. In addition, securities pledged to secure borrowings by the Bank totaled $87 thousand and $106 thousand as of September 30, 2014 and December 31, 2013, respectively.

The amortized cost and fair value of securities as of September 30, 2014 by contractual maturity are shown below. Certain of these investment securities have call features which allow the issuer to call the security prior to its maturity date at the issuer’s discretion.

	September 30, 2014				September 30, 2014
	Available for Sale Securities				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)				(Dollars in thousands)
Due within one year	$	501	$	503	$	—	$	—
Due after one year through five years		17,718		17,511		482		477
Due after five years through ten years		10,433		10,324		1,022		1,010
Due after ten years		19,564		19,498		14,500		14,636
		48,216		47,836		16,004		16,123
Money market mutual fund		125		125		—		—
Total	$	48,341	$	47,961	$	16,004	$	16,123

Note 5—Loans Receivable and Related Allowance for Loan Losses

Loans receivable consist of the following at September 30, 2014 and December 31, 2013.

	September 30,			December 31,
	2014			2013
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	74,584		$	76,659
Commercial mortgage		165,835			149,492
Commercial construction		7,915			4,373
Total commercial		248,334			230,524
Residential mortgage loans		77,191			56,979
Consumer:
Home equity lines of credit		28,616			29,263
Other consumer loans		17,664			19,317
Total consumer		46,280			48,580
Total loans		371,805			336,083
Allowance for loan losses		(2,288	)		(2,273	)
Net deferred loan cost (fees)		(42	)		(346	)
Total loans receivable, net	$	369,475		$	333,464

16

First Priority has acquired various loans through the acquisition of Affinity for which there was, at acquisition, evidence of deterioration of credit quality since origination, and for which it was probable that all contractually required payments would not be collected.  The carrying amounts of the acquired impaired loans included in the loan balances above are summarized as follows:

	September 30,		December 31,
	2014		2013
	(Dollars in thousands)
Commercial and industrial	$	953	$	1,685
Commercial mortgage		1,530		566
Commercial construction		—		887
Residential mortgage loans		186		186
Other consumer loans		106		272
Total unpaid principal balance	$	2,775	$	3,596
Net recorded investment	$	1,375	$	2,050

The following table presents the changes in accretable yield related to purchased-credit-impaired loans for the nine months ended September 30, 2014 and 2013 (dollars in thousands):

	2014			2013
Accretable yield balance, beginning of period	$	56		$	—
Additions resulting from acquisition		—			258
Accretion to interest income		(176	)		(84	)
Reclassification from nonaccretable difference and disposals, net		120			(54	)
Accretable yield balance, end of period	$	—		$	120

The Company’s loans consist of credits to borrowers spread over a broad range of industrial classifications. The largest concentrations of loans are to lessors of nonresidential buildings and lessors of residential buildings and dwellings. As of September 30, 2014, these loans totaled $68.5 million and $46.7 million, respectively, or 18.4% and 12.6%, respectively, of the total loans outstanding. As of December 31, 2013, these same classifications of loans totaled $64.0 million and $42.7 million, respectively, or 19.1% and 12.7%, respectively, of the total loans outstanding at that time. These credits were subject to normal underwriting standards and did not present more than the normal amount of risk assumed by the Company’s other lending activities. The Company has no other concentration of loans which exceeds 10% of total loans.

The following tables summarize the activity in the allowance for loan losses by loan class for the three and nine months ended September 30, 2014 and 2013:

	For the three months ended												For the nine months ended
	September 30, 2014												September 30, 2014
	Allowance for Loan Losses												Allowance for Loan Losses
	(Dollars in thousands)												(Dollars in thousands)
	Beginning Balance		Charge-offs			Recoveries		Provision for loan losses			Ending Balance		Beginning Balance		Charge-offs			Recoveries		Provision for loan losses			Ending Balance
Commercial and industrial	$	510	$	—		$	10	$	(15	)	$	505	$	445	$	(137	)	$	26	$	171		$	505
Commercial mortgage		483		—			—		57			540		452		(75	)		—		163			540
Commercial construction		22		—			—		4			26		12		(50	)		2		62			26
Residential mortgage loans		221		(143	)		—		145			223		149		(168	)		—		242			223
Home equity lines of credit		118		—			4		(2	)		120		177		(90	)		12		21			120
Other consumer loans		66		(37	)		5		32			66		67		(89	)		12		76			66
Unallocated		817		—			—		(9	)		808		971		—			—		(163	)		808
Total loans	$	2,237	$	(180	)	$	19	$	212		$	2,288	$	2,273	$	(609	)	$	52	$	572		$	2,288

17

	For the three months ended												For the nine months ended
	September 30, 2013												September 30, 2013
	Allowance for Loan Losses												Allowance for Loan Losses
	(Dollars in thousands)												(Dollars in thousands)
	Beginning Balance		Charge-offs			Recoveries		Provision for loan losses			Ending Balance		Beginning Balance		Charge-offs			Recoveries		Provision for loan losses			Ending Balance
Commercial and industrial	$	431	$	—		$	11	$	(49	)	$	393	$	566	$	(339	)	$	19	$	147		$	393
Commercial mortgage		389		(137	)		—		202			454		559		(137	)		—		32			454
Commercial construction		30		—			—		(22	)		8		31		—			—		(23	)		8
Residential  mortgage loans		145		(6	)		—		9			148		176		(14	)		7		(21	)		148
Home equity lines of credit		180		(86	)		—		82			176		89		(332	)		—		419			176
Other consumer  loans		61		(9	)		4		20			76		41		(9	)		11		33			76
Unallocated		993		—			—		(12	)		981		998		—			—		(17	)		981
Total loans	$	2,229	$	(238	)	$	15	$	230		$	2,236	$	2,460	$	(831	)	$	37	$	570		$	2,236

The following tables present the balance in the allowance for loan losses at September 30, 2014 and December 31, 2013 disaggregated on the basis of the Company’s impairment method by class of loans receivable along with the balance of loans receivable by class disaggregated on the basis of the Company’s impairment methodology:

	September 30, 2014
	Allowance for Loan Losses						Loans Receivables
	(Dollars in thousands)
	Ending Balance		Ending Balance Individually Evaluated for Impairment		Ending Balance Collectively Evaluated for Impairment		Ending Balance		Ending Balance Individually Evaluated for Impairment		Ending Balance Collectively Evaluated for Impairment
Commercial and industrial	$	505	$	138	$	367	$	74,584	$	1,484	$	73,100
Commercial mortgage		540		8		532		165,835		1,508		164,327
Commercial construction		26		—		26		7,915		—		7,915
Residential mortgage loans		223		—		223		77,191		359		76,832
Home equity lines of credit		120		12		108		28,616		31		28,585
Other consumer loans		66		1		65		17,664		444		17,220
Unallocated		808		—		808		—		—		—
Total loans	$	2,288	$	159	$	2,129	$	371,805	$	3,826	$	367,979

	December 31, 2013
	Allowance for Loan Losses						Loans Receivables
	(Dollars in thousands)
	Ending Balance		Ending Balance Individually Evaluated for Impairment		Ending Balance Collectively Evaluated for Impairment		Ending Balance		Ending Balance Individually Evaluated for Impairment		Ending Balance Collectively Evaluated for Impairment
Commercial and industrial	$	445	$	93	$	352	$	76,659	$	1,822	$	74,837
Commercial mortgage		452		19		433		149,492		1,650		147,842
Commercial construction		12		—		12		4,373		440		3,933
Residential mortgage loans		149		—		149		56,979		247		56,732
Home equity lines of credit		177		—		177		29,263		—		29,263
Other consumer loans		67		—		67		19,317		259		19,058
Unallocated		971		—		971		—		—		—
Total loans	$	2,273	$	112	$	2,161	$	336,083	$	4,418	$	331,665

18

The following tables summarize information in regard to impaired loans by loan portfolio class as of September 30, 2014 and December 31, 2013 as well as for the three and nine month periods then ended, respectively:

	September 30, 2014						December 31, 2013
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
	(Dollars in thousands)
With no related allowance    recorded:
Commercial and industrial	$	1,263	$	2,264	$	—	$	1,592	$	3,020	$	—
Commercial mortgage		1,297		2,373		—		1,136		1,465		—
Commercial construction		—		—		—		440		887		—
Residential mortgage loans		359		426		—		247		318		—
Home equity lines of credit		19		20		—		—		—		—
Other consumer loans		368		465		—		259		335		—
With an allowance recorded:
Commercial and industrial	$	221	$	229	$	138	$	230	$	230	$	93
Commercial mortgage		211		257		8		514		520		19
Commercial construction		—		—		—		—		—		—
Residential mortgage loans		—		—		—		—		—		—
Home equity lines of credit		12		12		12		—		—		—
Other consumer loans		76		150		1		—		—		—
Total:
Commercial and industrial	$	1,484	$	2,493	$	138	$	1,822	$	3,250	$	93
Commercial mortgage		1,508		2,630		8		1,650		1,985		19
Commercial construction		—		—		—		440		887		—
Residential mortgage loans		359		426		—		247		318		—
Home equity lines of credit		31		32		12		—		—		—
Other consumer loans		444		615		1		259		335		—
Total	$	3,826	$	6,196	$	159	$	4,418	$	6,775	$	112

19

	Three Months ended September 30,								Nine Months ended September 30,
	2014				2013				2014				2013
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)								(Dollars in thousands)
With no related allowance    recorded:
Commercial and industrial	$	1,446	$	—	$	1,754	$	—	$	1,595	$	—	$	2,988	$	8
Commercial mortgage		782		—		982		—		914		—		766		—
Commercial construction		260		—		468		2		342		14		375		18
Residential mortgage loans		278		—		491		—		254		—		789		6
Home equity lines of credit		38		—		255		—		60		—		496		1
Other consumer loans		259		—		236		—		271		—		174		—
With an allowance recorded:
Commercial and industrial	$	223	$	—	$	515	$	—	$	161	$	—	$	744	$	23
Commercial mortgage		220		—		464		—		129		—		1,281		—
Commercial construction		—		—		243		—		—		—		410		12
Residential mortgage loans		—		—		—		—		—		—		33		—
Home equity lines of credit		12		—		—		—		18		—		—		—
Other consumer loans		131		—		—		—		44		—		—		—
Total:
Commercial and industrial	$	1,669	$	—	$	2,269	$	—	$	1,756	$	—	$	3,732	$	31
Commercial mortgage		1,002		—		1,446		—		1,043		—		2,047		—
Commercial construction		260		—		711		2		342		14		785		30
Residential mortgage loans		278		—		491		—		254		—		822		6
Home equity lines of credit		50		—		255		—		78		—		496		1
Other consumer loans		390		—		236		—		315		—		174		—
Total	$	3,649	$	—	$	5,408	$	2	$	3,788	$	14	$	8,056	$	68

The following table presents nonaccrual loans by classes of the loan portfolio as of September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
	(Dollars in thousands)
Commercial and industrial	$	1,484	$	1,822
Commercial mortgage		1,508		1,650
Commercial construction		—		298
Residential mortgage loans		359		247
Home equity lines of credit		31		—
Other consumer loans		444		259
Total loans	$	3,826	$	4,276

The Bank’s policy for interest income recognition on nonaccrual loans is to recognize income under the cash basis when the loans are both current and the collateral on the loan is sufficient to cover the outstanding obligation to the Bank. The Bank will not recognize income if these factors do not exist. Interest that would have been accrued on non-accruing loans under the original terms but was not recognized as interest income totaled $91 thousand and $234 thousand for the three and nine months ended September 30, 2014 and $91 thousand and $216 thousand for the three and nine months ended September 30, 2013, respectively.

20

The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system as of September 30, 2014 and December 31, 2013:

	September 30, 2014
	Pass		Special Mention		Substandard		Doubtful		Total
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	72,800	$	—	$	1,784	$	—	$	74,584
Commercial mortgage		163,873		—		1,962		—		165,835
Commercial construction		7,915		—		—		—		7,915
Residential mortgage loans		76,832		—		359		—		77,191
Consumer:
Home equity lines of credit		28,585		—		31		—		28,616
Other consumer loans		17,220		—		444		—		17,664
Total	$	367,225	$	—	$	4,580	$	—	$	371,805

	December 31, 2013
	Pass		Special Mention		Substandard		Doubtful		Total
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	73,959	$	379	$	2,321	$	—	$	76,659
Commercial mortgage		146,645		782		2,065		—		149,492
Commercial construction		3,933		—		440		—		4,373
Residential mortgage loans		56,863		—		116		—		56,979
Consumer:
Home equity lines of credit		29,067		—		196		—		29,263
Other consumer loans		19,268		—		49		—		19,317
Total	$	329,735	$	1,161	$	5,187	$	—	$	336,083

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the past due status as of September 30, 2014 and December 31, 2013:

	September 30, 2014
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivables
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	—	$	290	$	1,264	$	1,554	$	73,030	$	74,584
Commercial mortgage		1,595		—		911		2,506		163,329		165,835
Commercial construction		—		—		—		—		7,915		7,915
Residential mortgage loans		—		—		248		248		76,943		77,191
Consumer:								—
Home equity lines of credit		—		—		12		12		28,604		28,616
Other consumer loans		50		67		395		512		17,152		17,664
Total	$	1,645	$	357	$	2,830	$	4,832	$	366,973	$	371,805

21

	December 31, 2013
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivables
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	—	$	74	$	1,368	$	1,442	$	75,217	$	76,659
Commercial mortgage		—		—		1,511		1,511		147,981		149,492
Commercial construction		—		—		—		—		4,373		4,373
Residential mortgage loans		170		—		247		417		56,562		56,979
Consumer:
Home equity lines of credit		135		—		—		135		29,128		29,263
Other consumer loans		256		17		210		483		18,834		19,317
Total	$	561	$	91	$	3,336	$	3,988	$	332,095	$	336,083

As of September 30, 2014, there was one home equity loan, totaling $57 thousand, secured by a second lien on a primary residence which was 91 days past due and still accruing interest.  As of December 31, 2013, there were no loans greater than 90 days past due and still accruing interest.

The Bank may grant a concession or modification for economic or legal reasons related to a borrower’s declining financial condition that it would not otherwise consider resulting in a modified loan which is then identified as a troubled debt restructuring (“TDR”). The Bank may modify loans through rate reductions, extensions of maturity, interest only payments, or payment modifications to better match the timing of cash flows due under the modified terms with the cash flows from the borrowers’ operations. Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. TDRs are considered impaired loans for purposes of calculating the Bank’s allowance for loan losses.

The Bank identifies loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future.

The following tables reflect information regarding troubled debt restructurings entered into by the Bank for each respective period.

	For the three months ended September 30, 2014						For the nine months ended September 30, 2014
	Number of Contracts		Pre- Modification Outstanding Recorded Investments		Post- Modification Outstanding Recorded Investments		Number of Contracts		Pre- Modification Outstanding Recorded Investments		Post- Modification Outstanding Recorded Investments
	(Dollars in thousands)
Troubled debt    restructurings:
Commercial and    Industrial……………		—	$	—	$	—		1	$	29	$	29
Home equity lines of    Credit……………....		—		—		—		1		31		20
Other consumer loans..		—		—		—		2		110		108
Total………………….		—	$	—	$	—		4	$	170	$	157

22

	For the three months ended September 30, 2013						For the nine months ended September 30, 2013
	Number of Contracts		Pre- Modification Outstanding Recorded Investments		Post- Modification Outstanding Recorded Investments		Number of Contracts		Pre- Modification Outstanding Recorded Investments		Post- Modification Outstanding Recorded Investments
	(Dollars in thousands)
Troubled debt    restructurings:
Residential mortgage    loans		1	$	77	$	77		1	$	77	$	77
Total		1	$	77	$	77		1	$	77	$	77

As of September 30, 2014, a residential mortgage loan with a current balance of $76 thousand, acquired through the Affinity merger, is currently in default and classified as non-accrual.

As of September 30, 2013, two commercial loans classified as troubled debt restructurings with combined outstanding balances totaling $78 thousand were in default and remain classified as non-accrual status, one of which is paid current while the other remains in default as of September 30, 2014.

The following table reflects information regarding troubled debt restructuring entered into by the Bank for the year ended December 31, 2013:

	Number of Contracts		Pre-Modification Outstanding Recorded Investments		Post- Modification Outstanding Recorded Investments
	(Dollars in thousands)
Troubled debt restructurings:
Residential mortgage loans		1	$	76	$	76
Total		1	$	76	$	76

As of December 31, 2013 a residential mortgage loan acquired through the Affinity merger is currently in default and classified as non-accrual with a value of $76 thousand.

No other TDRs have subsequently defaulted.

Note 6—Deposits

The components of deposits at September 30, 2014 and December 31, 2013 are as follows:

	September 30,		December 31,
	2014		2013
	(Dollars in thousands)
Demand, non-interest bearing	$	47,713	$	47,997
Demand, interest-bearing		36,384		51,690
Money market and savings accounts		96,486		102,624
Time, $100 and over		36,987		43,716
Time, other		143,394		111,393
	$	360,964	$	357,420

Included in time, other at September 30, 2014 and December 31, 2013 are brokered deposits of $79.6 million and $36.2 million, respectively.

23

At September 30, 2014, the scheduled maturities of time deposits were as follows:

	(Dollars in thousands)
9/30/2015	$	61,214
9/30/2016		42,706
9/30/2017		47,837
9/30/2018		23,517
9/30/2019		5,107
Thereafter		---
	$	180,381

Note 7—Shareholders’ Equity

During the initial offering period in 2005, the Company sold 2,107,500 shares of common stock at $10.00 per share, which resulted in net proceeds of $21.0 million. As of February 29, 2008, in connection with the acquisition of Prestige Community Bank, First Priority issued an additional 976,137 shares of common stock, resulting in additional equity of $7.4 million.

On February 28, 2013, in conjunction with the merger with Affinity Bancorp, Inc., shareholders of Affinity received 0.9813 newly issued shares of First Priority common stock in exchange for each Affinity share. A total of 1,933,665 shares of First Priority common stock were issued; resulting in incremental equity of $10.1 million due to the merger.

Also, on February 28, 2013 and in conjunction with the merger of Affinity Bancorp, Inc., First Priority issued 1,268,576 shares of common stock at an issuance price of $5.22 per share through a private placement resulting in total proceeds of $6.6 million, net of $50 thousand of related issuance costs.

Preferred Stock Outstanding

On February 20, 2009, as part of the Treasury’s TARP Capital Purchase Program, the Company issued 4,579 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, $100 par value per share, having a liquidation preference of $1,000 per share (the “Series A Preferred Stock”), and a warrant (the “Warrant) to purchase, on a net basis, 229 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B, par value $100 per share (the “Series B Preferred Stock”), which was immediately exercised, for an aggregate purchase price of $4.58 million in cash, less $29 thousand in legal issuance costs. On December 18, 2009, the Company issued 4,596 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series C, $100 par value per share, having a liquidation preference of $1,000 per share (the “Series C Preferred Stock”), for an aggregate purchase price of $4.60 million in cash, less $8 thousand in legal issuance costs.

On February 8, 2013, the Treasury sold its entire holdings of the Company’s preferred stock to certain qualified or accredited institutional investors.

The Series A and Series B Preferred Stock will pay cumulative dividends at a rate of 9% per annum. The Series C Preferred Stock will pay cumulative dividends at a rate of 5% per annum until February 15, 2015 and at a rate of 9% per annum thereafter. The Series A, B and C Preferred Stock have no maturity date and rank senior to common stock with respect to dividends and upon liquidation, dissolution, or winding up. The Company may redeem the Series A or Series C Preferred Stock, in whole or in part, at its liquidation preference plus accrued and unpaid dividends. The Company may redeem the Series B Preferred Stock only after all of Series A has been redeemed.

Note 8—Stock Compensation Program

In 2005, the Company adopted the 2005 Stock Compensation Program, which was amended at the Company’s annual meeting on April 23, 2009 as the 2009 Stock Compensation Program (the “Program”) and further amended effective March 18, 2010. The Program allows equity benefits to be awarded in the form of Incentive Stock Options, Compensatory Stock Options or Restricted Stock. The Program authorizes the Board of Directors to grant options up to an aggregate maximum of 1,207,957 shares to officers, other employees and directors of the Company, including 382,957 shares which were authorized for grant under this plan as a result of the merger with Affinity. Only employees of the Company will be eligible to receive Incentive Stock Options and such grants are subject to the limitations under Section 422 of the Internal Revenue Code.

24

All stock options granted under the Program fully vest in four years from the date of grant (or potentially earlier upon a change of control), excluding options issued in regards to the Company’s Severance Plan which vest only upon change in control, and terminate ten years from the date of the grant. The exercise price of the options granted is the fair value of a share of common stock at the time of the grant, with a minimum exercise price of $10 per share for shares issued prior to March 18, 2010. Effective March 18, 2010, the Company’s stock compensation program was amended to eliminate the minimum exercise price.

A summary of the status of the Program is presented below for the nine months ended September 30, 2014:

	Shares			Weighted Average Exercise Price
Outstanding at beginning of period		850,649		$	6.96
Granted during period		5,000			5.25
Forfeited/cancelled during period		(8,806	)		9.31
Expired		(4,984	)		6.52
Outstanding at end of period (1)		841,859			6.93
Exercisable at end of period (1)		297,359		$	9.77

(1) Included in options outstanding and exercisable at September 30, 2014 are 100,000 organizer options, with an exercise price of $10.00 per share, exchanged as part of the 2008 acquisition of Prestige Community Bank which were issued outside of the Program.

The weighted average remaining contractual life of all outstanding stock options and exercisable options at September 30, 2014 was 6.29 years and 2.66 years, respectively. The aggregate intrinsic value of options outstanding was $620 thousand as of September 30, 2014 while the aggregate intrinsic value of exercisable options was $2 thousand as of this same date.

The fair value of each option granted in the nine months ended September 30, 2014 is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumption:

Dividend yield………………		0.0	%
Expected life………………..	7 years
Expected volatility………….		32	%
Risk-free interest rate……….		2.16	%
Weighted average fair value..	$	1.99

The dividend yield assumption is based on the Company’s history and expectation of dividend payouts. Due to the Company’s lack of sufficient historical exercise data and the limited period of time for which shares have been issued, the “simplified” method is used to determine the expected life of options, calculated as the average of the sum of the vesting term and original contractual term for all periods presented. In valuing Affinity options, an expected life was calculated assuming all options with a three year expiration date expire at expiration date; otherwise, the expected expiration date is the average of three years and the expiration date. The expected volatility percentage is based on the average expected volatility of similar public financial institutions in the Company’s market area. The risk-free interest rates for periods within the contractual life of the awards are based on the U.S. Treasury yield curve in effect at the time of the grant.

As of September 30, 2014, there was $103 thousand of unrecognized compensation cost related to non-vested stock options granted after January 1, 2007, excluding those stock options issued in conjunction with the Company’s severance plan. That cost is expected to be recognized over a weighted average period of 1.09 years. There was no tax benefit recognized related to this stock-based compensation.

Restricted Stock grants fully vest three years from the date of grant (or potentially earlier upon a change of control), subject to the recipient remaining an employee of the Company. Upon issuance of the shares, resale of the shares is restricted during the vesting period, during which the shares may not be sold, pledged, or otherwise disposed of. Prior to the vesting date and in the event the recipient terminates association with Company for any reasons other than death, disability or change of control, the recipient forfeits all rights to the shares that would otherwise be issued under the grant. Compensation expense related to Restricted Stock awards granted under the Plan was recorded at the date of the award based on the estimated fair value of the shares. As of September 30, 2014, there was $354 thousand of unrecognized compensation cost related to restricted stock, which will be amortized through July 17, 2018.

25

A summary of restricted stock award activity is presented below for the nine months ended September 30, 2014:

	Shares
Outstanding unvested shares at beginning of period		113,774
Shares Granted during period		8,600
Shares Forfeited/cancelled during the period		(475	)
Outstanding unvested shares at end of period		121,899

Note 9—Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

At September 30, 2014 and December 31, 2013, outstanding commitments to extend credit consisting of total unfunded commitments under lines of credit were $76.4 million and $77.7 million, respectively. In addition, as of September 30, 2014 and December 31, 2013, there were $416 thousand and $1.3 million of performance standby letters of credit outstanding, respectively, and $1.3 million of financial standby letters of credit as of each respective period.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include residential or commercial real estate, accounts receivable, inventory and equipment.

In addition, as of September 30, 2014 and December 31, 2013 the Bank pledged $149 thousand and $199 thousand, respectively, of deposit balances at a correspondent bank to support a letter of credit with balances of $149 thousand and $199 thousand, respectively, issued by the correspondent on behalf of a customer of the Bank. This transaction is fully secured by the customer through a pledge of the customer’s deposits at the Bank. Also, as of December 31, 2013, the Bank had outstanding a financial standby letter of credit, which was collateralized by a pledge of Bank assets at a correspondent bank totaling $512 thousand. This commitment was closed during the second quarter of 2014.

Note 10—Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary-actions by regulators that, if undertaken, could have a direct material effect on the Bank’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of September 30, 2014, that the Company and the Bank meet all capital adequacy requirements to which they are subject.

26

The Bank’s capital amounts (dollars in thousands) and ratios at September 30, 2014 and December 31, 2013 are presented below:

Actual

Minimum CapitalRequirement

To be WellCapitalized underPrompt CorrectiveAction Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

September 30, 2014

Total capital (to risk-weighted assets)

$

44,604

12.77

%

$

>27,952

>8.0

%

$

>34,940

>10.0

%

Tier 1 capital (to risk-weighted assets)

42,281

12.10

>13,976

>4.0

>20,964

>6.0

Tier 1 capital (to total assets)

42,281

9.42

>17,955

>4.0

>22,444

>5.0

December 31, 2013

Total capital (to risk-weighted assets)

$

42,194

12.90

%

$

>26,170

>8.0

%

$

>32,713

>10.0

%

Tier 1 capital (to risk-weighted assets)

39,886

12.19

>13,085

>4.0

>19,628

>6.0

Tier 1 capital (to total assets)

39,886

9.48

>16,833

>4.0

>21,041

>5.0

First Priority’s ability to pay cash dividends is dependent on receiving cash in the form of dividends from First Priority Bank. However, certain restrictions exist regarding the ability of First Priority Bank to transfer funds to First Priority in the form of cash dividends. All dividends are currently subject to prior approval of the Pennsylvania Department of Banking and Securities and the FDIC and are payable only from the undivided profits of First Priority Bank, with the exception of an exemption enacted by the Pennsylvania Department of Banking and Securities which allows the Bank to pay dividends related to the preferred stock originally issued under the U.S. Department of the Treasury’s Troubled Asset Relief Program—Capital Purchase Program. Additionally, any payment of dividends by First Priority, including dividends on the aforementioned preferred stock, requires prior approval of the Federal Reserve Bank when net income for the past four quarters is not sufficient to fund the dividend payments over that same period or when such payment would negatively impact capital adequacy of the Company.

The Company’s capital amounts and ratios are similar to those of the Bank.

Note 11—Federal Income Taxes

Deferred tax assets (“DTA”) are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. When determining the need for a valuation allowance, the Company assessed the possible sources of taxable income available under tax law to realize a tax benefit for deductible temporary differences and carryforwards, as defined by Accounting Standards Codification (“ASC”) Topic 740-10-30-18. This guidance related to when a valuation allowance on the DTA should be maintained, generally provides that the valuation allowance should be reversed, when in the judgment of management, it is more likely than not that the DTA will be realized.

As of September 30, 2014, First Priority made a determination that, in its judgment, a valuation allowance related to net deferred tax assets is no longer required and should be reversed in its entirety to establish the deferred tax positions on the balance sheet of the Company.  In making this judgment, management has made the determination that it is more likely than not that the deferred tax asset will be realized as required.

During the historical three year period ended September 30, 2014, First Priority has recorded cumulative pre-tax earnings totaling $3.1 million, and exclusive of cumulative non-recurring merger related costs totaling $2.0 million, which are not reflective of ongoing operations of the Company, cumulative pre-tax earnings of $5.1 million over this same period.  Furthermore, excluding merger related costs, First Priority recorded a profit in each of the prior thirteen quarters ended September 30, 2014.  These results constitute positive evidence that allows First Priority to overcome the accounting criteria that “cumulative losses in recent years is a significant piece of negative evidence that is difficult to overcome” when determining if a valuation allowance should be maintained.

Additionally, the Company’s management projects future taxable income sufficient to utilize the net deferred tax asset within a reasonable timeframe which meets the second component of the criteria required in order to reverse the valuation allowance, once established.  This criteria is also derived from ASC 740-10 which states that “future taxable income exclusive of temporary differences and carryforwards” constitutes positive evidence that needs to be considered when evaluating the need for a valuation allowance on the DTA.

27

When evaluating the Company’s deferred tax asset and related valuation allowance, management considered the four sources of taxable income identified in ASC Topic 740-10-30-18 including:

· Future reversals of existing taxable temporary differences.

· Taxable income in prior carryback year(s) if carryback is permitted under the tax law.

· Tax-planning strategies (see paragraph 740-10-30-19) that would, if necessary, be implemented

· Future taxable income exclusive of reversing temporary differences and carryforwards

Additionally, the Company also considers tax planning strategies which could accelerate taxable income and allow the Company to take advantage of future deductible differences. A qualified tax-planning strategy is an action that (a) is prudent and feasible; (b) a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused; and (c) would result in the realization of deferred tax assets.

Based on the analysis of available positive and negative evidence, the Company determined that the valuation allowance on net deferred tax assets, totaling $4.8 million as of September 30, 2014, should be reversed and the net DTA should be re-established on the balance sheet of First Priority.  In connection with reversing the valuation allowance, the Company will begin to record current tax expense in its statement of operations and will reflect going forward earnings of the Company to its shareholders and regulators on an after tax basis.  

The components of the net deferred tax asset at September 30, 2014 and December 31, 2013 are as follows:

	September 30, 2014		December 31, 2013
	(Unaudited)
	(Dollars in thousands)
Deferred tax assets:
Allowance for loan losses	$	293	$	341
Organization and start-up costs		117		131
Net operating loss carryforwards		2,651		2,813
Net operating loss carryforwards--acquired		999		1,181
Acquisition accounting		78		264
Contribution carryforward		10		5
Non-qualified stock option expense		290		223
Interest deferral on non-accrual loans		208		208
Other real estate owned deferred costs		197		187
Unrealized loss on available for sale securities		101		407
Alternative minimum tax carryforward		53		-
Property and equipment		53		-
Other		23		11
		5,073		5,771
Valuation allowance		-		(5,600	)
Total Deferred Tax Assets, Net of Valuation Allowance		5,073		171
Deferred tax liabilities:
Property and equipment		-		16
Cash basis conversions		225		149
Other		13		6
		238		171
Net Deferred Tax Asset	$	4,835	$	-

The most significant component of the Company’s deferred tax asset balances relates to the Company’s net operating loss (“NOL”) carryforwards, including acquired NOLs, totaling $10.7 million as of September 30, 2014. First Priority currently has NOL carryforwards of $7.8 million at September 30, 2014, which expire in 2026 through 2033; such NOL carryforwards, however, are available prior to expiration to reduce future federal income taxes until such time as the entire NOL is utilized.

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First Priority acquired a NOL for tax purposes related to the acquisition of Prestige Community Bank which totaled $2.0 million as of September 30, 2014, that is subject to certain limitations and expires in 2028 if not fully utilized. In addition, a NOL carryforward balance of $940 thousand resulting from the merger with Affinity remains available to reduce future federal income taxes as of September 30, 2014. This NOL is also subject to certain limitations and expires in 2032 if not fully utilized.  

The following table presents the Federal income tax benefit for the nine months ended September 30, 2014 and 2013.

	For the nine months ended September 30,
	2014			2013
Federal:	Dollars in thousands
Current		36			-
Deferred		459			(1,544	)
Valuation allowance		(5,193	)		1,544
Federal income tax benefit	$	(4,698	)	$	-

Reconciliation of the statutory federal income tax expense (benefit) computed at 34% to the income tax expense (benefit) included in the consolidated statements of income is as follows:

	For the nine months ended September 30,
	2014			2013
	Dollars in thousands
Federal income tax expense (benefit) at statutory rate of 34%	$	619		$	(172	)
Increase (decrease) in taxes resulting from:
Tax exempt interest income, net		(23	)		(23	)
Non-deductible merger related costs		-			438
Tax exempt income on bank owned life insurance		(23	)		-
Change in valuation allowance		(5,193	)		(257	)
Other		(78	)		14
Income tax benefit	$	(4,698	)	$	-

Note 12—Fair Value Measurements and Fair Values of Financial Instruments

Management uses its best judgment in estimating the fair value of the Bank’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of September 30, 2014 and December 31, 2013 and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period end.

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with FASB ASC Topic 820—Fair Value Measurements, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in some instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

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The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

FASB ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC Topic 820 are as follows:

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

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

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

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

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2014 and December 31, 2013 are as follows:

Description	Fair Value		(Level 1) Quoted Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Unobservable Inputs
	(Dollars in thousands)
As of September 30, 2014:
Investment securities available for sale:
Obligations of U.S. government agencies and    corporations	$	19,162	$	—	$	19,162	$	—
Obligations of states and political subdivisions		4,854		—		4,854		—
Federal agency mortgage-backed securities		22,730		—		22,730		—
Federal agency collateralized mortgage obligations		587		—		587		—
Other debt securities		503		—		503		—
Money market mutual fund		125		125		—		—
Total assets measured at fair value on a recurring basis	$	47,961	$	125	$	47,836	$	—
As of December 31, 2013:
Investment securities available for sale:
Obligations of U.S. government agencies and    corporations	$	48,061	$	—	$	48,061	$	—
Obligations of states and political subdivisions		7,821		—		7,821		—
Federal agency mortgage-backed securities		20,554		—		20,554		—
Federal agency collateralized mortgage obligations		759		—		759		—
Other debt securities		1,207		—		1,207		—
Money market mutual fund		234		234		—		—
Total assets measured at fair value on a recurring basis	$	78,636	$	234	$	78,402	$	—

30

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2014 and December 31, 2013 are as follows:

Description	Fair Value		(Level 1) Quoted Prices in Active Markets for Identical Assets		(Level 2) Siginificant Other Observable Inputs		(Level 3) Significant Unobservable Inputs
	(Dollars in thousands)
As of September 30, 2014:
Impaired loans	$	1,910	$	—	$	—	$	1,910
Repossessed assets		42		—		—		42
Other real estate owned		488		—		—		488
Total assets measured at fair value on a    nonrecurring basis	$	2,440	$	—	$	—	$	2,440
As of December 31, 2013:
Impaired loans	$	1,794	$	—	$	—	$	1,794
Repossessed assets		75		—		—		75
Other real estate owned		181		—		—		181
Total assets measured at fair value on a    nonrecurring basis	$	2,050	$	—	$	—	$	2,050

Management generally uses a discounted appraisal technique in valuing impaired assets, resulting in the discounting of the collateral values underlying each impaired asset. A discounted tax assessment rate has been applied for smaller assets to determine the discounted collateral value. All impaired loans are classified as Level 3 in the fair value hierarchy. Collateral may be real estate and/or business assets. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment.

Quantitative information about Level 3 fair value measurements at September 30, 2014 is included in the table below:

	Fair Value		Valuation Techniques	Unobservable Inputs	Estimated Ratings (Weighted Average) (3)
	(Dollars in thousands)
Impaired loans	$	1,910	Appraisal of real estate collateral (1)	Appraisal adjustments(2)	0%-20% (3.48%)
			Valuation of business assets used as collateral(1)	Valuation adjustments(2)	25%-30%
				Liquidation expenses	5%-45% (9.51%)
Other real estate owned	$	488	Appraisal of collateral(1)	Appraisal adjustments(2)	None
				Liquidation expenses	4%-8% (5.40%)

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Quantitative information about Level 3 fair value measurements at December 31, 2013 is included in the table below:

	Fair Value		Valuation Techniques	Unobservable Inputs	Estimated Ratings (Weighted Average) (3)
	(Dollars in thousands)
Impaired loans	$	1,794	Appraisal of real estate collateral (1)	Appraisal adjustments(2)	None
			Valuation of business assets used as collateral(1)	Valuation adjustments(2)	25%-30%
				Liquidation expenses	8%-17% (8.35%)
Other real estate owned	$	181	Appraisal of collateral(1)	Appraisal adjustments(2)	None
				Liquidation expenses	5%-10% (8.60%)

(1) Fair Value is generally determined through independent appraisals of the underlying collateral, which include Level 3 inputs that are not identifiable.

(2) Appraisals are adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

(3) The range and weighted average of qualitative factors such as economic conditions and estimated liquidation expenses are presented as a percent of the appraised value.

Valuation of real estate collateral may be discounted based on the age of the existing appraisal. No discounts are taken for recent appraisals. Valuations related to business assets used as collateral are typically discounted more heavily due to the inherent level of uncertainty in determining the fair value of these types of assets. Liquidation costs relating to these assets are charged to expense.

Repossessed assets measured at fair value on a nonrecurring basis consist of personal property, specifically manufactured housing, that has been acquired for debts previously contracted and are included in other assets on the balance sheet. Costs relating to these assets are charged to expense. The Company had $85 thousand and $75 thousand of repossessed assets as of September 30, 2014 and December 31, 2013, respectively.

Other real estate owned measured at fair value on a nonrecurring basis consists of properties acquired as a result of accepting a deed in lieu of foreclosure, foreclosure or through other means related to collateral on Bank loans. Costs relating to the development or improvement of assets are capitalized and costs relating to holding the property are charged to expense. At September 30, 2014 and December 31, 2013, the fair value consists of other real estate owned balances of $824 thousand and $524 thousand, respectively, net of valuation allowances of $336 thousand, and $343 thousand, respectively. Fair value is generally determined based upon independent third-party appraisals of the property.

Real estate properties acquired through, or in lieu of, foreclosure are to be sold and are carried at fair value less estimated cost to sell. Fair value is based upon independent market prices or appraised value of the property. These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at September 30, 2014 and December 31, 2013:

Cash and Cash Equivalents

The carrying amounts reported in the balance sheet for cash and short-term instruments approximate those assets’ fair values.

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Securities

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) were used to support fair values of certain Level 3 investments, if applicable.

Loans Receivable

The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal.

Residential Mortgage Loans Held for Sale

The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices. If no such quoted prices exist, the fair value of a loan is determined using quoted prices for a similar loan or loans, adjusted for the specific attributes of that loan. The Company did not write down any loans held for sale during the nine months ended September 30, 2014. There were no loans held for sale at December 31, 2013.

Impaired Loans

Impaired loans, which are included in loans receivable, are those that are accounted for under FASB ASC Topic 310, “Receivables”, in which the Company has measured impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value of the impaired loans consists of the loan balances, net of any valuation allowance. As of September 30, 2014 the fair value of impaired loans consisted of loan balances with an allowance recorded of $566 thousand, net of valuation allowances of $159 thousand and partial charge-offs of $47 thousand; and loan balances with no related allowance recorded of $2.6 million, net of partial charge-offs of $1.0 million. As of December 31, 2013 the fair value of impaired loans consisted of loan balances with an allowance recorded of $744 thousand, net of valuation allowances of $112 thousand; and loan balances with no related allowance recorded of $1.6 million, net of partial charge-offs of $473 thousand.

Restricted Investment in Bank Stock

The carrying amount of restricted investment in bank stock approximates fair value, and considers the limited marketability of such securities.

Accrued Interest Receivable and Payable

The carrying amount of accrued interest receivable and accrued interest payable approximates fair value.

Deposit Liabilities

The fair values disclosed for demand deposits (interest and noninterest checking), money market and savings accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market to the maturities of the time deposits.

Short-Term Borrowings

The carrying amounts of short-term borrowings approximate their fair values.

33

Long-Term Debt

Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Off-Balance Sheet Financial Instruments

Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.

At September 30, 2014 and December 31, 2013, the estimated fair values of the Company’s financial instruments were as follows:

	September 30, 2014
	Carrying Amount				Fair Value				Level 1				Level 2			Level 3
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	20,278			$	20,278			$	20,278			$	—		$		—
Securities available for sale		47,961				47,961				125				47,836				—
Securities held to maturity		16,004				16,123				—				16,123				—
Residential mortgage loans held for    sale		727				727				—				—				727
Loans receivable, net		369,475				368,557				—				—				368,557
Restricted stock		3,482				3,482				—				3,482				—
Accrued interest receivable		1,492				1,492				—				1,492				—
Liabilities:
Deposits		360,964				361,326				—				361,326				—
Short-term borrowings		51,572				51,572				—				51,572				—
Long-term debt		11,000				10,919				—				10,919				—
Accrued interest payable		409				409				—				409				—
Off-balance sheet credit related    instruments:
Commitments to extend credit		—				—				—				—				—
			December 31, 2013
			Carrying Amount				Fair Value				Level 1			Level 2			Level 3
			(Dollars in thousands)
Assets:
Cash and cash equivalents			$	11,248			$	11,248			$	11,248		$	—		$	—
Securities available for sale				78,636				78,636				234			78,402			—
Securities held to maturity				10,963				10,268				—			10,268			—
Loans receivable, net				333,464				340,205				—			—			340,205
Restricted stock				2,731				2,731				—			2,731			—
Accrued interest receivable				1,454				1,454				—			1,454			—
Liabilities:
Deposits				357,420				358,636				—			358,636			—
Short-term borrowings				33,625				33,625				—			33,625			—
Long-term debt				11,000				10,884				—			10,884			—
Accrued interest payable				313				313				—			313			—
Off-balance sheet credit related    instruments:
Commitments to extend credit				—				—				—			—			—

34

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

The following discussion summarizes First Priority’s results of operations and highlights material changes for the three and nine months ended September 30, 2014 and 2013, and its financial condition as of September 30, 2014 and December 31, 2013. This discussion is intended to provide additional information about the significant changes in the results of operations presented in the accompanying consolidated financial statements for First Priority and its wholly owned subsidiary, First Priority Bank. First Priority’s consolidated financial condition and results of operations consist essentially of First Priority Bank’s financial condition and results of operations. Current performance does not guarantee, and may not be indicative of, similar performance in the future.

You should read this discussion and analysis in conjunction with the unaudited consolidated financial statements for the period ended September 30, 2014 included herein as well as with the audited consolidated financial statements and the accompanying footnotes for the year ended December 31, 2013, included in the Company’s Form 10-K filed with the Securities and Exchange Commission.

This discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties, such as First Priority’s plans, objectives, expectations and intentions. Therefore, this analysis should be read in conjunction with the “Cautionary Statement Regarding Forward-Looking Statements” presented elsewhere in this document and the “Risk Factors” described in the Company’s Form 10-K for the period ended December 31, 2013.

Overview

The following table sets forth selected measures of First Priority’s financial position or performance for the dates or periods indicated (dollars in thousands).

	As of and for the nine months ended September 30, 2014		As of and for the years ended December 31,
			2013		2012
Total revenue (1)	$	12,454	$	15,239	$	10,673
Net income		6,520		196		753
Total assets		475,085		446,088		275,146
Total loans receivable		371,763		335,737		244,275
Total deposits		360,964		357,420		233,043

(1) Total revenue equals net interest income plus non-interest income

Like most financial institutions, First Priority derives the majority of its income from interest it receives on its interest-earning assets, such as loans and investments. First Priority’s primary source of funds for making these loans and investments is its deposits, on which it pays interest. Consequently, one of the key measures of First Priority’s success is its amount of net interest income, or the difference between the income on its average interest-earning assets and the expense on its average interest-bearing liabilities, such as deposits and borrowings. Another key measure is the spread between the yield First Priority earns on these average interest-earning assets and the rate it pays on its average interest-bearing liabilities, which is called its net interest spread.

There are risks inherent in all loans, and First Priority maintains an allowance for loan losses to absorb probable losses on existing loans that may become uncollectible. This allowance is maintained by charging a provision for loan losses against operating earnings. A detailed discussion of this process, as well as several tables describing the allowance for loan losses is included herein.

In addition to earning interest on its loans and investments, First Priority earns income through other sources, such as fees and other charges to its banking customers and income from providing wealth management services, as well as net gains or losses realized from the sale of assets. The various components of non-interest income, as well as non-interest expense, are described in this section.

Critical Accounting Policies

First Priority has adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America and that are consistent with general practices within the banking industry in the preparation of its consolidated financial statements.

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Certain accounting policies involve significant judgments and assumptions by First Priority that have a material impact on the carrying value of certain assets and liabilities. First Priority considers these accounting policies to be critical accounting estimates. The judgment and assumptions used are based on historical experience and other factors, which First Priority believes to be reasonable under the circumstances and have been reasonably consistent with prior results. Because of the nature of the judgments and assumptions made, actual results could differ from these estimates, which could have a material impact on the carrying values of its assets and liabilities and its results of operations. Material estimates that are particularly susceptible to significant change in the near term relate to investment securities impairment evaluation, impairment of restricted investments in bank stocks, the valuation of acquired loans, the determination of the allowance for loan losses, valuation of other real estate owned, the analysis of potential impairment of goodwill, the valuation of deferred tax assets and accounting for stock-based compensation.

Investment Securities Impairment Evaluation. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. When a determination is made that an other-than-temporary impairment exists but the Company does not intend to sell the debt security and it is more likely than not that it will not be required to sell the debt security prior to its anticipated recovery, the other-than-temporary impairment is separated into (a) the amount of the total other-than temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income. Management believes that there are no investment securities with other than-temporary impairment for each of the reporting periods presented.

Acquired Loans. Fair values for acquired loans are based on a discounted cash flow methodology that involves significant assumptions and judgments as to estimates of credit risk, prepayment risk, liquidity risk, default rates, loss severity, payment speeds, collateral values and discount rate.

Allowance for Loan Losses. The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and is recorded in other liabilities on the consolidated balance sheet.

Pools of loans are evaluated for loss exposure based upon historical loss rates in each category of loans and adjusted for qualitative factors. Management assigned each factor a value to reflect improving, stable or declining conditions based on its best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation.

An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case- by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and industrial loans, commercial real estate loans and commercial construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

The allowance calculation methodology includes further segregation of loan classes into risk rating categories. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans classified as special mention have potential weaknesses that deserve management’s close attention. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.

See “Balance Sheet Review Overview-Allowance for Loan Losses” as of September 30, 2014 and December 31, 2013 for more information.

Other Real Estate Owned. Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Any write-down, at or prior to the dates the real estate is

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considered foreclosed, is charged to the allowance for loan losses. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell.

Goodwill. Goodwill represents the excess of the cost of an acquired entity over the fair value of the identifiable net assets acquired in accordance with the acquisition method of accounting. Goodwill is not amortized but is reviewed for potential impairment on an annual basis, or more often if events or circumstances indicate that there may be impairment. Goodwill is tested for impairment at the reporting unit level and an impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. The Company employs general industry practices in evaluating the fair value of its goodwill. Any impairment loss related to goodwill and other intangible assets is reflected as other non-interest expense in the statement of operations in the period in which the impairment is determined. No assurance can be given that future impairment tests will not result in a charge to earnings.

Income Taxes. Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company files a consolidated federal income tax return with the Bank.

The Company evaluates the carrying amount of its deferred tax assets on a quarterly basis or more frequently, if necessary, in accordance with the guidance provided in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740 (ASC 740), in particular, applying the criteria set forth therein to determine whether it is more likely than not (i.e. a likelihood of more than 50%) that some portion, or all, of the deferred tax asset will not be realized within its life cycle, based on the weight of available evidence. If management makes a determination based on the available evidence that it is more likely than not that some portion or all of the deferred tax assets will not be realized in future periods a valuation allowance is calculated and recorded. These determinations are inherently subjective and dependent upon estimates and judgments concerning management’s evaluation of both positive and negative evidence. The weight given to the potential effect of positive and negative evidence must be commensurate with the extent to which it can be objectively verified.

When determining the need for a valuation allowance, the Company assessed the possible sources of taxable income available under tax law to realize a tax benefit for deductible temporary differences and carryforwards, as defined by Accounting Standards Codification (“ASC”) Topic 740-10-30-18. This guidance related to when a valuation allowance on the DTA should be maintained, generally provides that the valuation allowance should be reversed, when in the judgment of management, it is more likely than not that the DTA will be realized.    

When evaluating the Company’s deferred tax asset and related valuation allowance, management considered the four sources of taxable income identified in ASC Topic 740-10-30-18 including:

1. Future reversals of existing taxable temporary differences.  Deferred tax liabilities consisted primarily of temporary differences related to prepaid expenses and discount accretion on investment securities.  These timing differences are expected to reverse over time and within the Net Operating Loss (“NOL”) carryforward period.  As a result, management has concluded that they would produce future taxable income with which future tax deductions could be used.

2. Taxable income in prior carryback year(s) if carryback is permitted under the tax law.  The Company was a start-up company, with operations commencing in 2005, with no prior taxable income.

3. Tax-planning strategies (see paragraph 740-10-30-19) that would, if necessary, be implemented.  The Company considers tax planning strategies which could accelerate taxable income and allow the Company to take advantage of future deductible differences. A qualified tax-planning strategy is an action that (a) is prudent and feasible; (b) a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused; and (c) would result in the realization of deferred tax assets.

Market values related to the Company’s available for sale security portfolio have, from time to time, resulted in net unrealized gain positions on these securities.  Although unrealized security gains may be utilized as a valid tax planning strategy to increase taxable income through recognition of those gains through sale transactions, management has not implemented such a strategy at this time, and therefore, does not take it into consideration as part of the analysis related to deferred tax assets.

Included in the Company’s available for sale security portfolio are debt instruments that are in an unrealized loss position due to changes in market interest rates.  The Company may implement a tax planning strategy in which the Company would hold such securities to maturity, thereby eliminating or recovering the unrealized loss.  During the second quarter of 2013 and at March 31,

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2014, investment securities consisting primarily of obligations of states and political subdivisions and one corporate bond were transferred from available for sale to held to maturity securities.  These transfers were made primarily to reduce the volatility related to changes in interest rates and the resulting impact to the equity capital.  These securities along with additional purchases into the held to maturity portfolio during 2014 totaled $16.0 million as of September 30, 2014, with a balance in net unrealized holding gains of $82 thousand, which is being amortized over the remaining life of the related securities on a constant yield basis.

The Company currently has no other tax planning strategies which could be implemented.

4. Future taxable income exclusive of reversing temporary differences and carryforwards.

During the historical three year period ended September 30, 2014, First Priority has recorded cumulative pre-tax earnings totaling $3.1 million, exclusive of cumulative non-recurring merger related costs totaling $2.0 million, which result in cumulative pre-tax earnings of $5.1 million on this basis over this same period.  These results constitute positive evidence that allows First Priority to overcome the accounting criteria that “cumulative losses in recent years is a significant piece of negative evidence that is difficult to overcome” when determining if a valuation allowance should be maintained.  

Furthermore, the quarterly earnings trend reflects significant improvement beginning in the fourth quarter of 2013, which resulted after the completion of the system and procedural integration of the combined First Priority and Affinity companies which, in effect, created a new organization with a higher level of earning potential.  The core banking system conversion and back office consolidation were completed in August 2013; thereby, reducing duplicative costs required to support two separate banking systems and processes.  The Company reported positive results in twelve of the last thirteen reported quarters through September 30, 2014, and exclusive of the one-time merger related costs, reported positive results on this basis in each of the last thirteen quarters.

Additionally, the Company’s management projects future taxable income sufficient to utilize the net deferred tax asset within a reasonable timeframe, which meets a critical component of the criteria required in order to reverse the valuation allowance, once established.  This criteria is also derived from ASC 740-10 which states that “future taxable income exclusive of temporary differences and carryforwards” constitutes positive evidence that needs to be considered when evaluating the need for a valuation allowance on the DTA.  

Based on the analysis of available positive and negative evidence, as of September 30, 2014, First Priority made a determination that, in its judgment, the valuation allowance related to net deferred tax assets should be reversed in its entirety to establish the deferred tax positions on the balance sheet of the Company.  As of this date, the valuation allowance on net deferred tax assets totaled $4.8 million.  In connection with reversing the valuation allowance, the Company will begin to record current tax expense in its statement of operations and will reflect going forward earnings of the Company to its shareholders and regulators on an after tax basis.   In making this judgment, management has made the determination that it is more likely than not that the deferred tax asset will be realized.  

In evaluating the timing of the valuation allowance reversal, management considered the accounting guidance which requires that a significant amount of judgment be used in determining that it was more likely than not that the full DTA would be utilized within reasonable timeframe.  As stated above, a key component in making this determination was the transition by the Company to reporting a more consistent trend of financial results after the completion of the merger with Affinity.  The merger transitioned the company to this higher level of performance after the completion of the system and procedural integration beginning in the fourth quarter of 2013.  Management felt it was necessary to establish a consistent and reliable trend of financial performance at this level before making the judgment determination stated above.  Therefore, upon completion of the first full year of financial results post consolidation, it was considered an appropriate timeframe to reverse the valuation allowance as of September 30, 2014.  In addition, management felt it was reasonable that the full year financial results for 2014 could be reasonably predicted, which gave additional comfort in making this determination.  

The most significant component of the Company’s unrecognized deferred tax asset balances relates to the Company’s net operating loss (“NOL”) carryforwards, including acquired NOLs, totaling $10.7 million as of September 30, 2014. First Priority currently has NOL carryforwards of $7.8 million at September 30, 2014, which expire in 2026 through 2033; such NOL carryforwards, however, are available prior to expiration to reduce future federal income taxes until such time as the entire NOL is utilized.

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First Priority acquired a NOL for tax purposes related to the acquisition of Prestige Community Bank which totaled $2.0 million as of September 30, 2014, that is subject to certain limitations and expires in 2028 if not fully utilized. In addition, a NOL carryforward balance of $940 thousand resulting from the merger with Affinity remains available to reduce future federal income taxes as of September 30, 2014. This NOL is also subject to certain limitations and expires in 2032 if not fully utilized.  

Stock Based Compensation. Compensation costs related to share-based payment transactions are recognized in the financial statements over the period that an employee provides service in exchange for the award. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model based on management’s assumption. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts. Due to the Company’s lack of sufficient historical exercise data and the limited period of time for which shares have been issued, the “simplified” method is used to determine the expected life of options, calculated as the average of the sum of the vesting term and original contractual term for all periods presented. The expected volatility percentage is based on the average expected volatility of similar public financial institutions in the Company’s market area. The risk-free interest rates for periods within the contractual life of the awards are based on the U.S. Treasury yield curve in effect at the time of the grant.

Results of Operations

Income Statement Review

First Priority’s results of operations are affected by five major elements: (1) net interest income, or the difference between interest income earned on loans and investments and interest expense accrued on deposits and borrowed funds (2) the provision for loan losses, or the amount added to the allowance for loan losses to provide reserves for inherent losses on loans; (3) non-interest income, consisting of income from wealth management services, fees and other charges to our banking customers, and net gains or losses realized from the sale of assets; (4) non-interest expense, which consists primarily of salaries, employee benefits and other operating expenses; and (5) income taxes, including deferred taxes, when applicable. Each of these major elements is reviewed in more detail in the following discussion.

The results of Affinity’s operations are included in the Company’s consolidated financial statements prospectively from the date of the merger, February 28, 2013; therefore, seven months of Affinity’s operating results are included in the first nine months of 2013.

Results of Operations Comparative Summary

Shown in the table below are the three and nine month reported results of operations as well as the increase (decrease) for the respective periods.

	For the three months ended September 30,						Increase (decrease)			% Change			For the nine months ended September 30,						Increase (decrease)			% Change
	2014			2013									2014			2013
	(Dollars in thousands)												(Dollars in thousands)
Net interest income	$	4,018		$	3,816		$	202			5.3	%	$	11,773		$	10,566		$	1,207			11.4	%
Non-interest income		246			253			(7	)		(2.8	)%		681			531			150			28.2	%
Total Revenue		4,264			4,069			195			4.8	%		12,454			11,097			1,357			12.2	%
Provision for loan losses		212			230			(18	)		(7.8	)%		572			570			2			0.4	%
Non-interest expenses		3,444			3,752			(308	)		(8.2	)%		10,060			11,033			(973	)		(8.8	)%
Income (loss) before income tax benefit		608			87			521						1,822			(506	)		2,328
Federal income tax benefit		(4,714	)		—			(4,714	)					(4,698	)		—			(4,698	)
Net Income (loss)	$	5,322		$	87		$	5,235					$	6,520		$	(506	)	$	7,026
Preferred dividends, including net    warrant amortization		166			133			33						414			399			15
Net Income (loss) to common    shareholders	$	5,156		$	(46	)	$	5,202					$	6,106		$	(905	)	$	7,011
Income (loss) per common share:
Basic	$	0.80		$	(0.01	)	$	0.81					$	0.95		$	(0.16	)	$	1.11
Diluted	$	0.80		$	(0.01	)	$	0.81					$	0.95		$	(0.16	)	$	1.11

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Net Interest Income

First Priority’s primary source of revenue is net interest income. Net interest income is determined by the average balances of interest earning assets and interest-bearing liabilities and the interest rates earned and paid on these balances. The amount of net interest income recorded by First Priority is affected by the rate, mix and amount of growth of interest-earning assets and interest- bearing liabilities, the amount of interest-earning assets as compared to the amount of interest-bearing liabilities, and by changes in interest rates earned and interest rates paid on these assets and liabilities.

The following tables set forth, for the three and nine month periods ended September 30, 2014 and 2013, information related to First Priority’s average balances, yields on average assets, and costs of average liabilities. Average balances are derived from the daily balances throughout the periods indicated and yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. Average loans are stated net of deferred costs. The net change in interest income and expense is presented for comparative purposes along with the percentage change amounts.

	For the Three Months Ended September 30,														Net Change in Interest Income / Expenses
	2014							2013							$ Change			% Change
	Average Balance		Interest Income/  Expense		Yield/ Rate			Average Balance		Interest Income/  Expense		Yield/ Rate			2014 vs. 2013			2014 vs. 2013
	(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	366,818	$	4,298		4.65	%	$	329,982	$	4,224		5.08	%	$	74			1.8	%
Taxable investment securities		62,722		373		2.36	%		57,186		323		2.24	%		50			15.5	%
Nontaxable investment securities		2,526		25		4.01	%		2,840		28		3.99	%		(3	)		(10.7	)%
Total investment securities		65,248		398		2.43	%		60,026		351		2.32	%		47			13.4	%
Deposits with banks and other		5,910		37		2.47	%		9,216		20		0.88	%		17			85.0	%
Total interest earning assets		437,976		4,733		4.29	%		399,224		4,595		4.57	%		138			3.0	%
Non-interest-earning assets		17,502							14,031
TOTAL ASSETS	$	455,478						$	413,255
Interest-bearing liabilities:
Demand, interest-bearing	$	34,216		19		0.22	%	$	45,623		30		0.27	%	$	(11	)		(36.7	)%
Money market and savings		96,162		74		0.30	%		108,679		102		0.37	%		(28	)		(27.5	)%
Time deposits		169,518		558		1.30	%		152,537		613		1.60	%		(55	)		(9.0	)%
Borrowed funds		61,955		64		0.42	%		25,047		34		0.53	%		30			88.2	%
Total interest-bearing liabilities		361,851		715		0.78	%		331,886		779		0.93	%		(64	)		(8.2	)%
Non interest-bearing liabilities:
Demand, non-interest bearing deposits		47,396							37,580
Other liabilities		1,323							1,549
Shareholders’ equity		44,908							42,240
TOTAL LIABILITIES AND    SHAREHOLDERS’ EQUITY	$	455,478						$	413,255
Net interest income/rate spread			$	4,018		3.51	%			$	3,816		3.64	%	$	202			5.3	%
Net interest margin						3.64	%						3.79	%

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	For the Nine Months Ended September 30,														Net Change in Interest Income / Expenses
	2014							2013							$ Change			% Change
	Average Balance		Interest Income/  Expense		Yield/ Rate			Average Balance		Interest Income/  Expense		Yield/ Rate			2014 vs. 2013			2014 vs. 2013
	(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	349,144	$	12,619		4.83	%	$	312,453	$	12,115		5.18	%	$	504			4.2	%
Taxable investment securities		62,401		1,101		2.36	%		46,063		714		2.07	%		387			54.2	%
Nontaxable investment securities		2,608		79		4.05	%		2,719		84		4.13	%		(5	)		(6.0	)%
Total investment securities		65,009		1,180		2.43	%		48,782		798		2.19	%		382			47.9	%
Deposits with banks and other		6,324		94		1.99	%		9,884		47		0.64	%		47			100.0	%
Total interest earning assets		420,477		13,893		4.42	%		371,119		12,960		4.67	%		933			7.2	%
Non-interest-earning assets		16,507							14,619
TOTAL ASSETS	$	436,984						$	385,738
Interest-bearing liabilities:
Demand, interest-bearing	$	41,655		78		0.25	%	$	38,504		76		0.27	%	$	2			2.6	%
Money market and savings		99,496		243		0.33	%		96,512		291		0.40	%		(48	)		(16.5	)%
Time deposits		157,300		1,650		1.40	%		154,209		1,896		1.64	%		(246	)		(13.0	)%
Borrowed funds		45,415		149		0.44	%		18,563		131		0.94	%		18			13.7	%
Total interest-bearing liabilities		343,866		2,120		0.82	%		307,788		2,394		1.04	%		(274	)		(11.4	)%
Non interest-bearing liabilities:
Demand, non-interest bearing deposits		47,602							35,401
Other liabilities		1,376							1,477
Shareholders’ equity		44,140							41,072
TOTAL LIABILITIES AND    SHAREHOLDERS’ EQUITY	$	436,984						$	385,738
Net interest income/rate spread			$	11,773		3.60	%			$	10,566		3.63	%	$	1,207			11.4	%
Net interest margin						3.74	%						3.81	%

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Analysis of Changes in Net Interest Income

Net interest income can also be analyzed in terms of the impact of changing interest rates and changing volume as shown in the Changes in Net Interest Income table below which sets forth the effect which varying levels of average interest-earning assets, interest-bearing liabilities and the applicable rates have had on changes in net interest income for the periods presented.

	Changes in Net Interest Income									Changes in Net Interest Income
	For the Three Months Ended									For the Nine Months Ended
	September 30, 2014 vs. 2013									September 30, 2014 vs. 2013
	Increase (Decrease)									Increase (Decrease)
	Due to Change In									Due to Change In
	(Dollars in thousands)									(Dollars in thousands)
	Volume			Rate			Net Change			Volume			Rate			Net Change
Interest income:
Loans receivable	$	449		$	(375	)	$	74		$	1,361		$	(857	)	$	504
Taxable investment securities		31			19			50			278			109			387
Nontaxable investment securities		(3	)		—			(3	)		(3	)		(2	)		(5	)
Total investment securities		28			19			47			275			107			382
Deposits with banks and other		(9	)		26			17			(22	)		69			47
Total interest earning assets		468			(330	)		138			1,614			(681	)		933
Interest expense:
Demand, interest-bearing		(6	)		(5	)		(11	)		7			(5	)		2
Money market and savings		(11	)		(17	)		(28	)		9			(57	)		(48	)
Time deposits		64			(119	)		(55	)		38			(284	)		(246	)
Borrowed funds		38			(8	)		30			114			(96	)		18
Total interest bearing liabilities		85			(149	)		(64	)		168			(442	)		(274	)
Change in net interest income	$	383		$	(181	)	$	202		$	1,446		$	(239	)	$	1,207

For the three months ended September 30, 2014, net interest income increased 5.3%, or $202 thousand, to $4.02 million compared to $3.82 million for the same period in 2013. Net interest margin decreased 15 basis points from 3.79% for the third quarter of 2013 to 3.64% for the same period in 2014. Net interest spread, defined as the mathematical difference between the yield on average earning assets and the rate paid on average interest-bearing liabilities, decreased 13 basis points from 3.64% for the three months ended September 30, 2013 to 3.51% for the same period in 2014. When comparing these periods, incremental growth of balances accounted for an increase of $383 thousand while the change in our relative rate structure resulted in a decline in net interest income of $181 thousand.

Average interest earning assets for the current quarter of 2014 increased $38.8 million, or 9.7%, including increases in average loans of $36.8 million, or 11.2%, and average investment balances of $5.2 million, or 8.7%, when compared to the prior year quarter. This increased volume of average earning assets provided an additional $468 thousand in interest income, $449 thousand provided from incremental loan balances and $19 thousand from investment securities and due from banks. The average yield on earning assets declined 28 basis points in the current quarter compared to the prior year three month period from 4.57% to 4.29%, which resulted in a decline of interest income between the periods of $330 thousand. Of this decline, $375 thousand was related to lower yields on loans, which was partially offset by $45 thousand of additional income resulting from higher average rates on investments and due from banks.

Average interest bearing liabilities increased $30.0 million, or 9.0%, when comparing the current quarter to the prior year quarter. During this time, short-term borrowed funds increased $36.9 million while overall deposit balances declined $6.9 million, consisting of declines in interest bearing deposits of $11.4 million and money market and savings deposits of $12.5 million while time deposits, primarily brokered time, grew $17.0 million. Due to the change in mix of balances, the incremental growth of interest bearing liabilities resulted in an overall increase of interest expense of $85 thousand. At the same time, the average rate on interest bearing liabilities declined 15 basis points from 0.93% in the third quarter of 2013 to 0.78% in the current quarter, which accounted for an additional decline in interest expense of $149 thousand due to the change in our relative rate structure.

For the nine months ended September 30, 2014, net interest income increased 11.4%, or $1.20 million, to $11.77 million compared to $10.57 million for the same period in 2013. Net interest margin decreased slightly from 3.81% for the first nine months of 2013 to 3.74% for the same period in 2014. Net interest spread decreased slightly from 3.63% for the first nine months of 2013 to 3.60% for the same period in 2014. When comparing these periods, incremental growth of balances accounted for an increase of $1.45 million while the change in our relative rate structure resulted in a slight decline in net interest income of $239 thousand.

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Average interest earning assets for the first nine months of 2014 increased $49.4 million, or 13.3%, including increases in average loans of $36.7 million, or 11.7%, and average investment balances of $16.2 million, or 33.3%, when compared to the prior year. This increased volume of average earning assets provided an additional $1.64 million in interest income, $1.36 million provided from incremental loan balances and $253 thousand from investment securities including deposits with banks. The average yield on earning assets declined 25 basis points in the current year compared to the prior year nine month period from 4.67% to 4.42%, which resulted in a decline of interest income between the periods of $681 thousand. Of this decline, $857 was related to lower yields on loans which was partially offset by $107 thousand of additional income resulting from higher average rates on investment securities and $69 thousand resulting from deposits with other banks. Average interest bearing liabilities increased $36.1 million, or 11.7%, in 2014. During this time, borrowed funds increased $26.9 million while overall deposit balances increased $9.2 million, as interest bearing demand deposits increased $3.2 million, money market and savings deposits increased $3.0 million and time deposits increased $3.1 million. The incremental growth of interest bearing liabilities resulted in an increase of interest expense of $168 thousand. At the same time, the average rate on interest bearing liabilities declined 22 basis points from 1.04% for the first nine months of 2013 to 0.82% in the current year, which accounted for a decline in interest expense of $442 thousand due to the change in our relative rate structure. The change in average balances when comparing the first nine months of 2014 to 2013 was impacted by the acquisition of Affinity Bank effective February 28, 2013.

Provision for Loan Losses

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

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the allowance is based on known or potential risks in the portfolio, adverse situations that may affect a borrower’s ability to repay, the estimated value of any underlying collateral, the composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revisions as more information becomes available or economic conditions change.

At the end of each quarter or more often, if necessary, First Priority analyzes the collectability of its loans and accordingly adjusts the loan loss allowance to an appropriate level. The allowance for loan losses covers estimated credit losses on individually evaluated loans that are determined to be impaired, as well as estimated credit losses inherent in the remainder of the loan portfolio. For a description of the process for determining the adequacy of the allowance for loan losses, see the “Allowance for Loan Losses” section below.

The provision for loan losses was $212 thousand and $572 thousand for the three and nine months ended September 30, 2014 compared to $230 thousand and $570 thousand for the same periods ended September 30, 2013, respectively. The level of provision is impacted by the adequacy of the allowance as described above, including an analysis of impaired and non-performing loans, as well as by the level of incremental loan volume and net charge-offs of loans. Total loans increased $9.0 million and $36.0 million for the three and nine months ended September 30, 2014, respectively. For the first nine months of 2013, total loans grew $87.9 million, of which $77.4 million was related to loans acquired through the merger with Affinity, effective February 28, 2013, while loans declined slightly in the third quarter of 2013.  Net charge-offs for the nine months ended September 30, 2014 and 2013, totaled $557 thousand and $794 thousand, respectively. The allowance for loan losses was $2.3 million at both September 30, 2014 and December 31, 2013, respectively, which represented 0.62% and 0.68% of total loans outstanding at each respective date. Additionally, as of September 30, 2014 and December 31, 2013, the allowance for loan losses as a percentage of originated loans totaled 0.67% and 0.79%, respectively.

Acquired loans are initially recorded at acquisition date at their acquisition date fair values, and therefore, are excluded from the calculation of loan loss reserves as of the acquisition date. As acquired loans are paid off or are refinanced or extended under First Priority’s credit underwriting process, they are no longer considered acquired loans, but instead are prospectively considered originated loans and therefore, are included as part of the calculation of the allowance for loan losses. To the extent there is a decrease in the present value of cash flows from acquired impaired loans after the date of acquisition, the Company records a provision for loan losses. During the three and nine months ended September 30, 2014, the Company recorded a provision for loan losses totaling $168 thousand and $378 thousand, respectively, related to acquired loans. There were charge-offs recorded during these same respective periods totaling $37 thousand and $216 thousand related to loans that were initially considered credit impaired loans as of the acquisition date. Included in the current year, $150 thousand was related to revised appraisal values on a two separate commercial properties which serve as collateral on the outstanding loans, $29 thousand related to a mortgage loan where the Bank has a second lien based on a revised estimate of the property’s fair value, $27 thousand related to a complete loan charge-off based on a second position lien and updated balances of the first lienholder’s position and $10 thousand based on updated terms of a revised forbearance agreement.  Net charge-offs on non-credit impaired purchased loans totaled $126 thousand and $158 thousand for the three and nine months ended September 30, 2014, respectively.

43

Non-Interest Income

Components of noninterest income are shown in the table below:

	For the three months ended				Net Change			% Change				For the nine months ended				Net Change			% Change
	September 30,				2014 vs.			2014 vs.				September 30,				2014 vs.			2014 vs.
	2014		2013		2013			2013				2014		2013		2013			2013
	(Dollars in thousands)											(Dollars in thousands)
Non-Interest Income
Wealth management fee    income	$	145	$	158	$	(13	)		(8.2	)	%	$	372	$	273	$	99			36.3		%
Service charges on deposits		24		38		(14	)		(36.8	)			77		97		(20	)		(20.6	)
Other branch fees		44		41		3			7.3				143		107		36			33.6
Loan related fees		6		9		(3	)		(33.3	)			19		31		(12	)		(38.7	)
Bank owned life insurance    income		26		—		26			100.0				68		—		68			100.0
Other		1		7		(6	)		(85.7	)			2		23		(21	)		(91.3	)
Total Non-Interest Income	$	246	$	253	$	(7	)		(2.8	)	%	$	681	$	531	$	150			28.2		%

Non-Interest Expenses

For the three months ended September 30, 2014, non-interest expenses were $3.44 million compared to $3.75 million for the same period in 2013, a decrease of $308 thousand, or 8.2%. For the nine months ended September 30, 2014, non-interest expenses were $10.06 million compared to $11.03 million for the same period in 2013, a decrease of $973 thousand, or 8.8%. The following table sets forth information related to the various components of non-interest expenses for each respective period.

	For the three months ended				Net Change			% Change				For the nine months ended				Net Change			% Change
	September 30,				2014 vs.			2014 vs.				September 30,				2014 vs.			2014 vs.
	2014		2013		2013			2013				2014		2013		2013			2013
	(Dollars in thousands)											(Dollars in thousands)
Non-Interest Expenses
Salaries and employee benefits	$	1,893	$	1,788	$	105			5.9		%	$	5,358	$	5,129	$	229			4.5		%
Occupancy and equipment		531		541		(10	)		(1.8	)			1,638		1,475		163			11.1
Data processing equipment and    operations		215		250		(35	)		(14.0	)			655		661		(6	)		(0.9	)
Professional fees		239		219		20			9.1				665		573		92			16.1
Marketing, advertising and    business development		69		39		30			76.9				212		149		63			42.3
FDIC insurance assessments		80		94		(14	)		(14.9	)			236		259		(23	)		(8.9	)
Pennsylvania bank shares tax    expense		81		101		(20	)		(19.8	)			239		277		(38	)		(13.7	)
Other real estate owned costs		13		118		(105	)		(89.0	)			100		280		(180	)		(64.3	)
Other		323		278		45			16.2				957		696		261			37.5
		3,444		3,428		16			0.5		%		10,060		9,499		561			5.9		%
Merger related costs		—		324		(324	)		(100.0	)			—		1,534		(1,534	)		(100.0	)
Total Non-Interest Expenses	$	3,444	$	3,752	$	(308	)		(8.2	)	%	$	10,060	$	11,033	$	(973	)		(8.8	)	%

Highlights of significant non-interest expenses items for the third quarter, 2014 compared to the third quarter, 2013

· Non-interest expenses increased $16 thousand, or 0.5% in the three months ended September 30, 2014 compared to the third quarter of 2013, excluding merger related costs.

· Salaries and employee benefits expenses included duplicative operational staffing costs during the third quarter of 2013 related to the acquisition of Affinity and operating two separate core banking systems prior to the system conversion and integration into one system and process in August of 2013.

· Occupancy and equipment costs declined slightly in the third quarter of 2014 compared to the prior year due to the elimination of one branch office which was subleased to another tenant and the renegotiation of another acquired branch lease. In addition, cost savings were achieved related to the consolidation of maintenance contracts under the combined organization.

44

· Data processing equipment and operations included duplicative operating costs during the third quarter of 2013 related to operating two core banking systems prior to the system conversion.

· Marketing, advertising and business development increased in the current quarter primarily related to advertising awareness campaigns initiated during 2014, including radio and billboard advertising campaigns.

· FDIC insurance assessments and Pennsylvania bank shares tax expense decreased in the third quarter of 2014 compared to prior year. These expenses are primarily calculated based on asset size and equity levels of the Bank. In addition, the current year rate used to calculate the bank shares tax declined 36 basis point in 2014 compared to the prior year.

· Other expenses increased $45 thousand for the three months ended September 30, 2014. This increase is partially related to incremental operating costs due to the addition of Affinity, including public company filing fees of $4 thousand, postage expenses of $12 thousand, loan and deposit generation costs of $12 thousand and the timing of annual charitable contributions expenses of $13 thousand paid in the current quarter under the Commonwealth of Pennsylvania’s Department of Economic Development’s Education Improvement and Scholarship tax credit programs.

Nine months ended September 30, 2014 compared to prior year

— Non-interest expenses increased $561 thousand, or 5.9% in the nine months ended September 30, 2014 compared to 2013, excluding merger related costs.

— Salaries and employee benefits increased $229 thousand in the nine months ended September 30, 2014 compared to 2013. Incremental staffing costs are included in the current year of approximately $275 thousand related to the timing of the acquisition of Affinity employees effective February 28, 2013; these incremental expenses are partially offset by duplicative operational staffing costs during 2013 in order to maintain two separate core banking systems prior to the system conversion in August of 2013 and other net staffing changes accounting for a reduction of salary expense of $120 thousand. In addition, when comparing the first nine months of 2014 to the same period in 2013, stock based compensation increased $115 thousand and wealth management commission increased $16 thousand while the accrual for bonus expense declined $52 thousand.

— Occupancy and equipment includes costs related to the incremental branch offices of Affinity during the first quarter of 2013. Of this increase, $98 thousand related to incremental lease expense or depreciation of leased or owned facilities while building operating costs increased $80 thousand; partially offset by cost reductions of $19 thousand related to the consolidation of maintenance contracts under the combined organization.

— Data processing equipment and operations decreased $6 thousand primarily related to a reduction of processing costs of $54 thousand, partially offset by increased depreciation expense of $30 thousand on updated computer equipment and other incremental data costs related to Affinity offices.

— Professional fees increased $23 thousand related to accounting and audit fees and $78 thousand related to staff search fees with a focus on expanding the Berks County market. These increases were partially offset by lower legal fees of $14 thousand, primarily related to lower legal costs to resolve loan workout situations in the current year.

— Marketing, advertising and business development increased $63 thousand in the current year primarily related to incremental advertising awareness campaigns initiated during 2014, including radio and billboard advertising campaigns. 2013 included an awareness campaign related to the merger during the first quarter of 2013.

— FDIC insurance assessments and Pennsylvania bank shares tax expense decreased in 2014 compared to the prior year. These expenses are primarily calculated based on asset size and equity levels of the Bank. In addition, the current year rate used to calculate the bank shares tax declined 36 basis point in 2014 compared the prior year.

— Other real estate owned costs declined $180 thousand in 2014 compared to the prior year. These properties were acquired either through deeds in lieu of foreclosure or through other means on properties that were used as collateral for bank loans. Net gains on the sale of other real estate totaling $31 thousand was recorded during 2014 while a net loss of $6 thousand was charged to expense in 2013. Also, a charge to expense was also recorded related to fair value adjustments of properties held or sold totaling $8 thousand and $121 thousand for the nine months ended September 30, 2014 and 2013, respectively. In addition, there was $123 thousand of costs to acquire or maintain these properties during the holding period, net of rental income received during the nine months of 2014 compared to $153 thousand recorded in the same period of 2013.

45

— Other expenses increased $261 thousand for the nine months ended September 30, 2014. This increase is partially related to incremental costs due to the addition of Affinity, including an increase in core deposit intangible amortization expense of $11 thousand, public company filing fees of $26 thousand, loan and deposit generation costs of $85 thousand, directors fees of $23 thousand, charitable contributions expenses of $13 thousand and postage expenses of $22 thousand. In addition, the Company incurred insurance claim costs of $25 thousand and a valuation adjustment on a repossessed asset based on an updated appraisal of $32 thousand.

Merger related costs

First Priority Bank recorded $324 thousand and $1.53 million in merger related costs during the three and nine months ended September 30, 2013, respectively, for expenses paid or incurred related to the merger with Affinity. These expenses consisted largely of costs related to professional and consulting services, consolidating a branch office, termination of Affinity’s core system contractual agreement and conversion of systems and/or integration of operations, printing and filing costs of completing the transaction and investment banking charges.

Provision for Income Taxes

Based on the analysis of available positive and negative evidence, as of September 30, 2014, First Priority made a determination that, in its judgment, the valuation allowance related to net deferred tax assets should be reversed in its entirety to establish the deferred tax positions on the balance sheet of the Company.  In making this judgment, management has made the determination that it is more likely than not that the deferred tax asset will be realized.  As of this date, the valuation allowance on net deferred tax assets totaled $4.8 million.  In connection with reversing the valuation allowance, the Company recognized a tax benefit in the Statement of Operations of $4.71 million and $4.70 million for the three and nine months ended September 30, 2014.  Going forward, the Company will begin to record current tax expense in its Statement of Operations and report earnings of the Company to its shareholders and regulators on an after tax basis.  

As of December 31, 2013, the Company determined that a valuation allowance for total deferred taxes of $5.6 million should be recorded. The Company recorded no income tax expense in first nine months of 2013.

The most significant component of the Company’s unrecognized deferred tax asset balances relates to the Company’s net operating loss (“NOL”) carryforwards, including acquired NOLs, totaling $10.7 million as of September 30, 2014. First Priority currently has NOL carryforwards of $7.8 million at September 30, 2014, which expire in 2026 through 2033; such NOL carryforwards, however, are available prior to expiration to reduce future federal income taxes until such time as the entire NOL is utilized.

First Priority acquired a NOL for tax purposes related to the acquisition of Prestige Community Bank which totaled $2.0 million as of September 30, 2014, that is subject to certain limitations and expires in 2028 if not fully utilized. In addition, a NOL carryforward balance of $940 thousand resulting from the merger with Affinity remains available to reduce future federal income taxes as of September 30, 2014. This NOL is also subject to certain limitations and expires in 2032 if not fully utilized.  

Balance Sheet Review Overview

Total assets at September 30, 2014 were $475.1 million representing an increase of $29.0 million or 6.5% when compared to total assets of $446.1 million at December 31, 2013. Total assets consisted principally of loans outstanding of $371.8 million, investment securities of $64.0 million and cash and cash equivalents of $20.3 million at September 30, 2014, compared to loans outstanding of $335.7 million, investments securities of $89.6 million and cash and cash equivalents of $11.2 million at December 31, 2013.

Deposits totaled $361.0 million at September 30, 2014 compared to $357.4 million at December 31, 2013, an increase of $3.6 million, or 1.0%. Of the total deposits at September 30, 2014, $180.6 million, or 50.0% of total deposits, are core deposits consisting of demand, money market and savings deposits.

Borrowings totaled $62.6 million at September 30, 2014 compared to $44.6 million at December 31, 2013, an increase of $18.0 million, or 40.4%, due to an increase in short-term borrowings.

Shareholders’ equity at September 30, 2014 was $49.7 million, representing an increase of $7.3 million from $42.4 million at December 31, 2013. The enhanced capital position is attributable to net income of $6.5 million for the nine months ended September 30, 2014 including a tax benefit of $4.7 million related to the reversal of the valuation allowance on deferred tax assets, and market volatility related to the investment securities portfolio resulting in a reduction of the unrealized losses totaling $1.0 million. These increases were partially offset by preferred dividends paid of $405 thousand.

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Investments

The investment portfolio totaled $64.0 million at September 30, 2014, compared to $89.6 million at December 31, 2013, a decline of $25.6 million, or 28.6%. This decline primarily relates to overnight investments of $25 million purchased at December 31, 2013 for tax planning purposes. As of September 30, 2014 and December 31, 2013, investments totaling $48.0 million and $78.6 million, respectively, were classified as available for sale while $16.0 million and $11.0 million, respectively, were classified as held to maturity. Total investments accounted for 13.5% and 20.1% of total assets at each respective date.

At March 31, 2014, the Company transferred securities with fair values of $3.7 million consisting of six obligations of states and political subdivisions and one corporate bond from available for sale securities to held to maturity securities. Net unrealized holding losses arising prior to the reclassification date as of March 31, 2014 totaled $137 thousand and are reported as a separate line item within accumulated other comprehensive income. The balance of net unrealized holding gains, totaling $82 thousand as of September 30, 2014, is being amortized over the remaining life of the related securities as an adjustment of yield in a manner consistent with the accretion of discount on the same transferred debt securities. This will have no impact on the Company’s net income because the amortization of the unrealized holding loss reported in equity will offset the effect on the interest income of the accretion of the discount on these securities. The transfer of securities from available for sale to held to maturity was completed in order to mitigate the volatility to common equity caused by sudden market fluctuations and to lock in a predictable earnings on these related securities.

Securities classified as available for sale are accounted for at fair value, with the difference between fair value and amortized cost reflected in the capital account as other comprehensive income or loss. The Company had net unrealized losses on available for sale securities totaling $380 thousand at September 30, 2014 compared to net unrealized losses totaling $1.5 million at December 31, 2013. Available for sale securities are securities that management intends to hold for an indefinite period of time or securities that may be sold in response to changes in interest rates, prepayment expectations, capital management and liquidity needs.

The total investment portfolio at September 30, 2014 was comprised of federal agency securities (30%), federal agency mortgage backed securities and agency collateralized mortgage obligations (36%), obligations of states and political subdivisions (32%, primarily federal taxable municipal securities), and corporate and other debt securities (2%). All investment securities were either government guaranteed, issued by a government agency or investment grade. First Priority had no investment securities deemed to have other than temporary impairment (“OTTI”) at September 30, 2014 or December 31, 2013 and recorded no OTTI charges during the nine months ended September 30, 2014, September 30, 2013 or during the year ended December 31, 2013.

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	Securities Available for Sale
	As of September 30, 2014
	Within 1 year					After one but within five years					After five but within ten years					Over ten years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
	(Dollars in thousands)
U.S. Government agency    securities	$	—	—			$	15,312		1.36	%	$	3,850		1.66	%	$	—	—			$	19,162		1.42	%
Obligations of states and    political subdivisions		—	—				2,199		1.62	%		2,071		2.35	%		584		3.20	%		4,854		2.12	%
Federal agency mortgage    backed securities		—	—				—	—				4,084		1.98	%		18,646		2.19	%		22,730		2.15	%
CMO’s		—	—				—	—				319		1.26	%		268		3.03	%		587		2.07	%
Other debt securities		503		0.85	%		—	—				—	—				—	—				503		0.85	%
Money market mutual fund		125		0.00	%		—	—				—	—				—	—				125		0.00	%
Total investments available    for sale	$	628		0.68	%	$	17,511		1.40	%	$	10,324		1.91	%	$	19,498		2.23	%	$	47,961		1.84	%
	Securities Held to Maturity
	As of September 30, 2014
	Within 1 year					After one but within five years					After five but within ten years					Over ten years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
	(Dollars in thousands)
Obligations of states and    political subdivisions	$	—		—		$	477		5.80	%	$	1,010		3.74	%	$	14,149		4.41	%	$	15,636		4.41	%
Other debt securities		—	—				—	—				—	—				487		4.37	%		487		4.37	%
Total investments held to    maturity	$	—		—		$	477		5.80	%	$	1,010		3.74	%	$	14,636		4.41	%	$	16,123		4.41	%

The following table sets forth information about the contractual maturities and weighted average yields of investment securities at September 30, 2014. Actual maturities may differ from contractual maturities due to scheduled principal payments and unscheduled prepayments of mortgage backed securities and, where applicable, the ability of an issuer to call a security prior to the contractual maturity date.

The amortized cost and fair value of First Priority’s investments, classified as available for sale or held to maturity, at September 30, 2014 and December 31, 2013 are shown in the following table:

	September 30, 2014				December 31, 2013
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)				(Dollars in thousands)
Available For Sale:
Obligations of U.S. government agencies    and corporations	$	19,447	$	19,162	$	48,612	$	48,061
Obligations of states and political subdivisions		4,919		4,854		8,321		7,821
Federal agency mortgage-backed securities		22,764		22,730		20,908		20,554
Federal agency collateralized mortgage obligations		585		587		758		759
Other debt securities		501		503		1,252		1,207
Money market mutual fund		125		125		234		234
Total investment securities available for sale	$	48,341	$	47,961	$	80,085	$	78,636
Held To Maturity:
Obligations of states and political subdivisions	$	15,524	$	15,636	$	10,963	$	10,268
Other debt securities		480		487		—		—
Total held to maturity	$	16,004	$	16,123	$	10,963	$	10,268

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Restricted investments in bank stocks

Restricted investments in bank stocks represent the investment in the common stock of correspondent banks required in order to transact business with those banks. Investments in restricted stock are carried at cost.

At both September 30, 2014 and December 31, 2013, First Priority Bank held $110 thousand in common stock of Atlantic Community Bankers Bank, Camp Hill, Pennsylvania. Additionally, First Priority had investments in the common stock of the FHLB Bank of Pittsburgh totaling $3.37 million and $2.62 million as of September 30, 2014 and December 31, 2013, respectively. The increase in the investment is attributable to incremental borrowings from the FHLB during the first nine months of 2014.

Loans

First Priority’s loan portfolio is the primary component of its assets. At September 30, 2014, total loans were $371.8 million, representing an increase of $36.1 million or 10.8% from total loans outstanding of $335.7 million at December 31, 2013. Included in the current year loan growth are $15.3 million of purchased residential real estate loans located within First Priority’s markets which were underwritten to the same standards as used for loans that the Company originates for its own portfolio. The following table sets forth the classification of First Priority’s loan portfolio at September 30, 2014 and December 31, 2013.

	September 30, 2014						December 31, 2013
	Amount			Percent of total			Amount			Percent of total
Commercial & Industrial	$	74,584			20	%	$	76,659			23	%
Commercial Mortgage		165,835			45	%		149,492			45	%
Commercial Construction		7,915			2	%		4,373			1	%
Total Commercial		248,334			67	%		230,524			69	%
Residential Mortgage		77,191			21	%		56,979			17	%
Home Equity Lines		28,616			8	%		29,263			8	%
Other Consumer		17,664			5	%		19,317			6	%
Total Consumer		46,280			12	%		48,580			14	%
Total Loans		371,805			100	%		336,083			100	%
Net deferred loan (fees) or costs		(42	)		—			(346	)		—
Total	$	371,763			100	%	$	335,737			100	%

A majority of First Priority Bank’s loans are to business owners of many types. First Priority Bank makes commercial loans for real estate development and other business purposes required by its customer base.

First Priority Bank’s credit policies determine advance rates against the different forms of collateral that can be pledged against commercial loans. Typically, the majority of loans will be limited to a percentage of their underlying collateral values such as real estate values, equipment, eligible accounts receivable and inventory. Individual loan advance rates may be higher or lower depending upon the financial strength of the borrower and/or term of the loan. The assets financed through commercial loans are used within the business for its ongoing operation. Repayment of these kinds of loans generally comes from the cash flow of the business or the ongoing conversions of assets. Commercial mortgage loans include loans to finance commercial real estate properties. Repayment of this kind of loan is dependent upon either the ongoing cash flow of the borrowing entity or the resale or lease of the subject property. Commercial mortgage loans typically require a loan to value ratio of not greater than 80% and vary in terms.

Residential mortgages and home equity loans are secured by the borrower’s residential real estate in either a first or second lien position. Pricing for residential mortgages and home equity loans is subject to market conditions, the applicant’s income and qualified credit bureau score and the collateral’s loan to value ratio. Residential mortgages have amortization terms up to but not longer than 30 years and home equity loans generally have maturities up to 10 years. Residential mortgages and home equity loans typically require a loan to value ratio of not greater than 80%.

Other consumer loans include installment loans, car loans, and overdraft lines of credit. The majority of these loans are secured.

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Commercial mortgage loans consist of loans originated for commercial purposes which are secured by nonfarm nonresidential properties, multifamily residential properties, or 1-4 family residential properties. As of September 30, 2014, commercial mortgage loans totaled $165.8 million consisting of $115.8 million of loans to finance commercial business properties, of which 59% are owner occupied, $12.5 million to finance, and are secured by, multifamily properties, $31.7 million secured by 1-4 family residential dwelling properties for business purposes, and $5.8 million for other purposes. In addition, as of September 30, 2014, loans to lessors of non-residential buildings totaled $68.5 million, which is included in commercial mortgage loans; of this amount, $33.2 million, or 48% of these loans are related to owner occupied buildings.

As of December 31, 2013, commercial mortgage loans totaled $149.5 million consisting of $102.2 million of loans to finance commercial business properties, of which 56% are owner occupied, $9.4 million to finance, and are secured by, multifamily properties, $31.4 million secured by 1-4 family residential dwelling properties for business purposes, and $6.5 million for other purposes. In addition, as of December 31, 2013, loans to lessors of non-residential buildings totaled $64.0 million, which is included in commercial mortgage loans; of this amount, $30.4 million, or 47.5% of these loans are related to owner occupied buildings.

The payment experience of certain non-owner occupied commercial mortgage loans may be dependent upon the successful operation of the real estate project. These risks can be significantly affected by supply and demand conditions in the market for office and retail space and for apartments and, as such, may be subject to a greater extent to adverse conditions in the economy. In dealing with these risk factors, First Priority generally limits itself to a real estate market or to borrowers with which First Priority has experience. First Priority generally concentrates on originating commercial real estate loans secured by properties located within its market area and many of First Priority’s commercial real estate loans are secured by owner-occupied property with personal guarantees of the debt.

Regulatory guidance exists whereby total construction, land development and other land loans should not exceed 100% of total risk based capital and further guidance whereby total construction, land development and other land loans combined with real estate loans secured by multifamily or nonresidential properties and loans to finance commercial real estate or construction loans (not secured by real estate) should not exceed 300% of total risk-based capital. First Priority Bank monitors these two ratios, which as of September 30, 2014, totaled 26% and 183% of total risk-based capital, respectively, both well within the regulatory suggested guidance.

Credit Quality

First Priority Bank’s written lending policies require specified underwriting, loan documentation and credit analysis standards to be met prior to funding, with additional credit department approval for the majority of new loan balances. The Loan Committee is comprised of senior members of management who oversee the loan approval process to monitor that proper standards are maintained.

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

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The following table summarizes non-performing assets and performing troubled debt restructurings at the dates indicated.

	September 30,			December 31,
	2014			2013
	(Dollars in thousands)
Loans past due 90 days or more and still accruing interest	$	57		$	—
Non-accrual loans		3,826			4,276
Total non-performing loans (1)		3,883			4,276
Other real estate owned		765			914
Repossessed assets (2)		85			75
Total non-performing assets (3)		4,733			5,265
Performing troubled debt restructurings (4)		688			974
Total non-performing assets and performing troubled debt    restructurings	$	5,421		$	6,239
Non-performing loans as a percentage of total loans		1.04	%		1.27	%
Non-performing assets as a percentage of total assets		1.00	%		1.18	%
Non-performing assets and performing troubled debt    restructurings as a percentage of total assets		1.14	%		1.40	%
Ratio of allowance to non-performing loans at end of period		59	%		53	%
Ratio of allowance to non-performing assets at end of period		48	%		43	%
Allowance for loan losses as a percentage of total loans		0.62	%		0.68	%

(1) Non-performing loans are comprised of (i) loans that have a non-accrual status; (ii) accruing loans that are 90 days or more past due and (iii) non-performing troubled debt restructured loans.

(2) Repossessed assets include personal property, consisting of manufactured housing, which has been acquired for debts previously contracted.

(3) Non-performing assets are comprised of non-performing loans, other real estate owned (assets acquired in foreclosure) and repossessed assets.

(4) Performing troubled debt restructurings are accruing loans that have been restructured in troubled debt restructurings and are in compliance with their modified terms.

Total non-performing loans were $3.9 million at September 30, 2014, a decline of $393 thousand from the $4.3 million at December 31, 2013. This decrease consisted of three loans which were transferred to other real estate owned with previously outstanding balances totaling $502 thousand, loans which were partially charged-off totaling $167 thousand due to a decline in the collateral values, payments and other activity on existing non-preforming loans totaling $705 thousand; partially offset by additional loans reclassified to non-accrual status totaling $981 thousand. Total non-performing loans as a percentage of total loans at September 30, 2014 was 1.04%, down from 1.27% at December 31, 2013. Other real estate owned totaled $765 thousand at September 30, 2014 and $914 thousand at December 31, 2013, a decrease of $149 thousand. Repossessed assets totaled $85 thousand at September 30, 2014 compared to $75 thousand at December 31, 2013. Nonperforming assets totaled $4.7 million, or 1.00% of total assets, as of September 30, 2014, compared to $5.3 million, or 1.18% of total assets as of December 31, 2013.

While not considered non-performing, First Priority’s performing troubled debt restructurings are closely monitored as they consist of loans that have been modified where the borrower is experiencing financial difficulty. Troubled debt restructurings may be deemed to have a higher risk of loss than loans which have not been restructured. At September 30, 2014 and December 31, 2013, First Priority’s performing troubled debt restructurings totaled $688 thousand and $974 thousand, respectively. As of each period, there was a commercial loan relationship with balances of $688 thousand and $831 thousand, respectively, which was restructured in the first quarter of 2012 whereby the loan’s maturity date was extended at a current market rate and has remained current in regards to principal and interest due. As of December 31, 2013, a commercial loan relationship acquired through the merger with Affinity was also classified as a performing troubled debt restructuring, totaling $143 thousand, which was paid off in the second quarter of 2014 through liquidation of the underlying collateral.

First Priority Bank’s management continues to monitor and explore potential options and remedial actions to recover First Priority Bank’s investment in non-performing loans. According to policy, First Priority Bank is required to maintain a specific reserve for impaired loans. See the “Allowance for Loan Losses” section below for further information.

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First Priority Bank’s total delinquency amount is comprised of loans past due 30 to 89 days and still accruing plus the balance of nonperforming loans. As of September 30, 2014 and December 31, 2013, loans past due 30 to 89 days and still accruing totaled $1.88 million and $567 thousand, respectively, which when added to the non-performing loans for each period, resulted in a total delinquency ratio of 1.55% and 1.44%, respectively, of total loans outstanding.

Allowance for Loan Losses

The allowance for loan losses represents an amount that First Priority believes will be adequate to absorb estimated credit losses on loans that may become impaired. While First Priority applies the methodology discussed below in connection with the establishment of the allowance for loan losses, the allowance is subject to critical judgments on the part of management. Risks within the loan portfolio are analyzed on a continuous basis by the management of First Priority Bank, periodically analyzed by an external independent loan review function, and are also reviewed by the audit committee. A risk system, consisting of multiple grading categories, is utilized as an analytical tool to assess risk and appropriate allowances. In addition to the risk system, management further evaluates the risk characteristics of the loan portfolio under current and anticipated economic conditions and considers such factors as the financial condition of the borrower, past and expected loss experience, and other factors which management believes deserve recognition in establishing an appropriate allowance. These estimates are reviewed at least quarterly, and, as adjustments become necessary, they are realized in the periods in which they become known.

First Priority uses a quantitative and qualitative method to allocating its allowance to the various loan categories. An unallocated component, which is maintained to cover uncertainties that could affect management’s estimate of probable losses, reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

Additions to the allowance are made by provisions charged to expense, and the allowance is reduced by net charge-offs, which are loans judged to be uncollectible, less any recoveries on loans previously charged off. Although management attempts to maintain the allowance at an adequate level, future additions to the allowance may be required due to the growth of the loan portfolio, changes in asset quality, changes in market conditions and other factors. Additionally, various regulatory agencies periodically review the allowance for loan losses. These agencies may require additional provisions based upon their judgment about information available to them at the time of their examination. Although management uses what it believes to be 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.

Acquired loans are initially recorded on acquisition date at their acquisition date fair values, and therefore, are excluded from the calculation of loan loss reserves as of the acquisition date. To the extent there is a decrease in the present value of cash flows from the acquired impaired loans after the date of acquisition, the Company records a provision for potential losses. During the three and nine months ended September 30, 2014, the Company recorded a provision for loan losses totaling $168 thousand and $378 thousand for acquired impaired loans and for the three and nine months ended September 30, 2013, a provision of $89 thousand was recorded.

The Bank’s policy for interest income recognition on nonaccrual loans is to recognize income under the cash basis when the loans are both current and the collateral on the loan is sufficient to cover the outstanding obligation to the Bank. The Bank will not recognize income if these factors do not exist. Interest that would have been accrued on non-accruing loans under the original terms but was not recognized as interest income totaled $91 thousand and $234 thousand for the three and nine months ended September 30, 2014 and totaled $91 thousand and $216 thousand for the three and nine months ended September 30, 2013, respectively.

Based on the information available as of September 30, 2014, management believes that the allowance for loan losses of $2.3 million is adequate as of that date.

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The following table sets forth a summary of the changes in the allowance for loan losses for the periods indicated:

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2014			2013			2014			2013
	(Dollars in thousands)						(Dollars in thousands)
Balance at the beginning of period	$	2,237		$	2,229		$	2,273		$	2,460
Charge-offs:
Commercial and Industrial		—			—			137			339
Commercial Mortgage		—			137			75			137
Commercial Construction		—			—			50			—
Residential Mortgage Loans		143			6			168			14
Home equity lines of credit		—			86			90			332
Other consumer loans		37			9			89			9
Total loans charged off		180			238			609			831
Recoveries:
Commercial and Industrial		10			11			26			19
Commercial Mortgage		—			—			—			—
Commercial Construction		—			—			2			—
Residential Mortgage Loans		—			—			—			7
Home equity lines of credit		4			—			12			—
Other consumer		5			4			12			11
Total recoveries		19			15			52			37
Net loans charged off		161			223			557			794
Provision charged to operations		212			230			572			570
Balance at end of period	$	2,288		$	2,236		$	2,288		$	2,236
Average loans (1)	$	366,818		$	329,982		$	349,144		$	312,453
Ratio of net charge-offs during period to average loans    outstanding during period (annualized) (1)		0.18	%		0.27	%		0.21	%		0.34	%
Allowance for loan losses as a percentage of total loans		0.62	%		0.67	%		0.62	%		0.67	%

(1) Includes non-accrual loans

The allowance for loan losses was $2.3 million at September 30, 2014 and December 31, 2013, respectively, which represented 0.62% and 0.68% of total loans outstanding at each respective date. As of September 30, 2014 and December 31, 2013, the unamortized portion of the general credit fair value adjustment totaled $624 thousand and $906 thousand, respectively, and the total specific credit market valuation adjustment totaled $1.1 million as of September 30, 2014 and $1.4 million as of December 31, 2013. As of September 30, 2014 there is no remaining accretable discount while as of December 31, 2013, the remaining accretable discount totaled $56 thousand.  Additionally, as of September 30, 2014 and December 31, 2013 the combination of these remaining credit fair value adjustments related to acquired loans, totaling $1.7 million and $2.3 million, respectively, and the allowance for loan losses of $2.3 million and $2.3 million respectively, or a total of $4.0 million and $4.6 million, respectively, would equate to 1.08% and 1.36% of total loans outstanding as of each respective period. Net charge-offs for the Company totaled $557 thousand for the first nine months of 2014 compared to $794 thousand for the same period in 2013.

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The following table sets forth the allocation of the allowance for loan losses by loan category. The specific allocations in any particular category may be reallocated in the future to reflect the then current conditions. Accordingly, management considers the entire allowance to be available to absorb losses in any category.

	(In thousands except percentage data)
	September 30,					December 31,
	2014					2013
	Amount		Percent of total loans  (1)			Amount		Percent of total loans  (1)
Commercial and Industrial	$	505		20	%	$	445		23	%
Commercial Mortgage		540		45	%		452		45	%
Commercial Construction		26		2	%		12		1	%
Residential Mortgage Loans		223		21	%		149		17	%
Home Equity Lines of Credit		120		8	%		177		8	%
Other Consumer Loans		66		5	%		67		6	%
Total Allocated		1,480		100	%		1,302		100	%
Unallocated		808					971
TOTAL	$	2,288				$	2,273

(1) Represents loans outstanding in each category, as of the date shown, as a percentage of total loans outstanding

A specific allocation of the allowance for loan losses of $159 thousand has been provided on impaired loans of $3.8 million at September 30, 2014 compared to a specific allocation of $112 thousand related to $1.5 million of originated impaired loans at December 31, 2013.

The qualitative and quantitative analysis of the loan portfolio, after the effect of net charge-offs and the above mentioned specific allocation, resulted in the general portion of the allowance for loan losses totaling $1.3 million and $1.2 million as of September 30, 2014 and December 31, 2013, respectively.

Loan Concentrations

The Bank’s loans consist of credits to borrowers spread over a broad range of industrial classifications. The largest concentrations of loans are to lessors of nonresidential buildings and lessors of residential buildings and dwellings. As of September 30, 2014, these loans totaled $68.5 million and $46.7 million, respectively, or 18.4% and 12.6%, respectively, of the total loans outstanding. As of December 31, 2013, these same classifications of loans totaled $64.0 million and $42.7 million, respectively, or 19.1% and 12.7%, respectively, of the total loans outstanding. These credits were subject to normal underwriting standards and did not present more than the normal amount of risk assumed by the Bank’s other lending activities. Management believes this concentration does not pose abnormal risk when compared to the risk it assumes in other types of lending. The Bank has no other concentration of loans which exceeds 10% of total loans.

Deposits

Deposits represent the primary source of funding for earning assets. Deposits totaled $361.0 million at September 30, 2014 compared to $357.4 million at December 31, 2013, representing an increase of $3.6 million or 1.0%. This increase in deposits relates to a decrease in interest bearing demand accounts, money market and savings accounts totaling $21.7 million and retail time deposits of $18.1 million offset by an increase of $43.4 million in brokered time deposits.

It has been a strategic objective of First Priority to develop its core deposit base and to supplement core deposits with cost effective alternative funding sources. The merger with Affinity provided the opportunity to expand core deposits and enhance the mix of deposit sources.

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First Priority attracts deposits by offering competitive products and interest rates on a broad spectrum of deposit products to customers in its local marketplace, generally through its retail branch system, and also through its internet banking platform. First Priority Bank supplements deposits raised locally with the issuance of brokered deposits when cost effective relative to local market pricing. At September 30, 2014 and December 31, 2013, brokered deposits totaled $79.6 million and $36.2 million, respectively. The guidelines governing First Priority Bank’s participation in the brokered CD market are included in First Priority Bank’s Asset Liability Management Policy, which is reviewed, revised and approved annually by the asset liability management committee and the board of directors. The FDIC places restrictions on a depository institution’s use of brokered deposits based on the bank’s capital classification. A well-capitalized institution may accept brokered deposits without FDIC restrictions. An adequately capitalized institution must obtain a waiver from the FDIC in order to accept brokered deposits, while an undercapitalized institution is prohibited by the FDIC from accepting brokered deposits. First Priority Bank is classified as well-capitalized under prompt corrective action provisions (see Note 10 – “Regulatory Matters” of the Notes to Unaudited Consolidated Financial Statements) and, therefore, may accept brokered deposits without FDIC restrictions. The following table sets forth the average balance of First Priority’s deposits and the average rates paid on deposits for the periods presented.

	For the three months ended September 30,										For the nine months ended September 30,
	2014					2013					2014					2013
	Average Balance		Rate			Average Balance		Rate			Average Balance		Rate			Average Balance		Rate
	(Dollars in thousands)										(Dollars in thousands)
Demand, non-interest bearing	$	47,396				$	37,580				$	47,602				$	35,401
Demand, interest-bearing		34,216		0.22	%		45,623		0.27	%		41,655		0.25	%		38,504		0.27	%
Money market and savings    deposits		96,162		0.30	%		108,679		0.37	%		99,496		0.33	%		96,512		0.40	%
Time deposits		169,518		1.30	%		152,537		1.60	%		157,300		1.40	%		154,209		1.64	%
Total interest-bearing deposits		299,896		0.86	%		306,839		0.96	%		298,451		0.88	%		289,225		1.05	%
Total deposits	$	347,292				$	344,419				$	346,053				$	324,626

The maturity distribution of time deposits of $100,000 or more as of September 30, 2014, is as follows:

	September 30,
	2014
Three Months or Less	$	4,147
Over Three Through Six Months		4,219
Over Six Through Twelve Months		8,400
Over Twelve Months		20,221
TOTAL	$	36,987

Short-Term Borrowed Funds

At September 30, 2014, First Priority had short-term borrowings totaling $51.6 million, compared to $33.6 million at December 31, 2013. Short-term borrowings consisted of overnight or less than 30 day advances from the FHLB as of each of these periods. Advances from the FHLB at September 30, 2014 are collateralized by our investment in the common stock of the FHLB and by a blanket lien on selected mortgage loans within First Priority Bank’s loan portfolio.

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The following table outlines First Priority’s various sources of short-term borrowed funds at or for each of the three months ended September 30, 2014 and 2013. The maximum balance represents the highest indebtedness for each category of short-term borrowed funds at any month end during each of the periods shown.

	For the nine months ended September 30,
	2014			2013
	(Dollars in thousands)
Federal funds purchased:
Balance at period end	$	—		$	—
Weighted average rate at period end		—			—
Maximum month-end balance	$	609		$	—
Average daily balance during the period	$	44		$	19
Weighted average rate during the period		0.51	%		0.58	%
FHLB short-term borrowings:
Balance at period end	$	51,572		$	8,530
Weighted average rate at period end		0.29	%		0.25	%
Maximum month-end balance	$	51,572		$	8,900
Average daily balance during the period	$	34,371		$	3,233
Weighted average rate during the period		0.30	%		0.26	%

Long-Term Debt

Long-term debt totaled $11.0 million as of both September 30, 2014 and December 31, 2013, respectively. These borrowings consisted of advances from the FHLB with an average interest rate of 0.88% as of each of these dates and an average remaining life of 2.5 years and 3.2 years, respectively. Advances from the FHLB are collateralized by an investment in the common stock of the FHLB, by a specific pledge of First Priority Bank’s investment assets and by a blanket lien on selected mortgages within First Priority Bank’s loan portfolio. Balances of FHLB long-term debt averaged $11.0 million for the nine months ended September 30, 2014 and $12.7 million during the same period in 2013 with an average rate of 0.89% for the first nine months of 2014 and 1.26% for the same period in 2013. The maximum month end balance of these borrowings was $11.0 million and $26.0 million for the first nine months of 2014 and 2013, respectively.

Capital Resources

Shareholders’ equity at September 30, 2014 was $49.7 million, representing an increase of $7.3 million from $42.4 million at December 31, 2013. The enhanced capital position is attributable to net income of $6.5 million for the nine months ended September 30, 2014 and market volatility related to the investment securities portfolio resulting in a reduction of the net unrealized losses totaling $1.0 million. These increases were partially offset by preferred dividends paid of $405 thousand.

On February 20, 2009, First Priority issued 4,579 shares of First Priority’s Series A preferred stock and a warrant to purchase, on a net basis, 229 shares of First Priority’s Series B preferred stock, which was immediately exercised, for an aggregate purchase price of $4.6 million under the TARP CPP. On December 18, 2009, First Priority issued 4,596 shares of Series C preferred stock, $100.00 par value per share, having a liquidation preference of $1,000 per share, for an aggregate purchase price of $4.6 million.

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

First Priority Bank exceeds the minimum capital requirements established by regulatory agencies. Under the capital adequacy guidelines, capital is classified into two tiers. These guidelines require an institution to maintain a certain level of Tier 1 and Tier 2 capital to risk-weighted assets. Tier 1 capital consists of common shareholders’ equity and qualifying preferred stock, excluding the unrealized gain or loss on securities available for sale, minus certain intangible assets plus trust preferred securities up to 25% of Tier 1 capital, with the excess being treated as Tier 2 capital. Tier 2 capital also consists of the allowance for loan losses, subject to certain limitations, and qualifying subordinated debt. In determining the amount of risk-weighted assets, all assets, including certain off balance sheet assets, are multiplied by a risk-weight factor of 0% to 100% based on the risks believed inherent in the type of asset.

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Quantitative measures established by regulation to ensure capital adequacy require First Priority Bank to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets and of Tier 1 capital to average assets, known as the Tier 1 leverage ratio. Under the capital guidelines, First Priority Bank must maintain a minimum total risk-based capital of 8%, with at least 4% being Tier 1 capital. In addition, First Priority Bank must maintain a minimum Tier 1 leverage ratio of at least 4%. To be considered “well-capitalized,” First Priority Bank must maintain total risk-based capital of at least 10%, Tier 1 capital of at least 6%, and a leverage ratio of at least 5%.

The following table sets forth First Priority Bank’s capital ratios at September 30, 2014 and December 31, 2013. For both periods, First Priority Bank was considered “well-capitalized” and met or exceeded its applicable regulatory requirements.

	To Be Considered "Well-Capitalized"			As of September 30, 2014			As of December 31, 2013
First Priority Bank:
Total risk-based capital		10.00	%		12.77	%		12.90	%
Tier 1 risk-based capital		6.00	%		12.10	%		12.19	%
Tier 1 leverage capital		5.00	%		9.42	%		9.48	%

First Priority Bank’s total risk based capital ratio and its Tier 1 ratio declined during the period from December 31, 2013 to September 30, 2014 primarily due to a higher level of risk weighted assets primarily resulting from loan growth; partially offset by incremental regulatory capital resulting from earnings recorded during the current year.

In July 2013, the federal bank regulatory agencies adopted final rules to revise the agencies’ capital adequacy guidelines and prompt corrective action rules, which were designed to enhance such requirements and implement the revised standards of the Basel Committee on Banking Supervision, commonly referred to as Basel III. The July 2013 final rules generally implement higher minimum capital requirements, add a new common equity tier 1 capital requirement, and establish criteria that instruments must meet to be considered common equity tier 1 capital, additional tier 1 capital or tier 2 capital. The new minimum capital to risk-adjusted assets requirements are a common equity tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”) and a tier 1 capital ratio of 6.0%, increased from 4.0% (and increased from 6.0% to 8.0% to be considered “well capitalized”); the total capital ratio remains at 8.0% under the new rules (10.0% to be considered “well capitalized”). Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets. The new minimum capital requirements are effective on January 1, 2015. The capital contribution buffer requirements phase in over a three-year period beginning January 1, 2016.

In December 2013, Federal banking regulators issued rules for complying with the Volcker Rule provision of the Dodd-Frank Act. The Bank does not engage in, and does not expect to engage in, any transactions that are considered “covered activities” as defined by the Volcker Rule. Therefore, the Bank does not have any additional compliance obligations under the Volcker Rule.

The Company and the Bank will continue to analyze these new rules and their effects on the business, operations and capital levels of the Company and the Bank.

Return on Average Equity and Assets

The following table shows the return on average assets (net income divided by total average assets), return on equity (net income divided by average equity), and the equity to assets ratio (average equity divided by total average assets) for the nine months ended September 30, 2014 and 2013.

	At or for the nine months ended September 30,
	2014			2013
Return on average assets		1.99	%		-0.18	%
Return on average equity		19.75	%		-1.65	%
Average equity to average assets ratio		10.10	%		10.65	%

Effect of Inflation and Changing Prices

The effect of relative purchasing power over time due to inflation has not been taken into effect in First Priority’s consolidated financial statements. Rather, the statements have been prepared on a historical cost basis in accordance with accounting principles generally accepted in the United States of America.

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Unlike most industrial companies, the assets and liabilities of financial institutions, such as First Priority and First Priority Bank, are primarily monetary in nature. Therefore, the effect of changes in interest rates will have a more significant impact on its performance than will the effect of changing prices and inflation in general. In addition, interest rates may generally increase as the rate of inflation increases, although not necessarily in the same magnitude. First Priority seeks to manage the relationships between interest-sensitive assets and liabilities in order to protect against wide interest rate fluctuations, including those resulting from inflation.

Off-Balance Sheet Arrangements

Through the operations of First Priority Bank, First Priority has made contractual commitments to extend credit, in the ordinary course of its business activities, to meet the financing needs of customers. Such commitments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized on the balance sheets. These commitments are legally binding agreements to lend money at predetermined interest rates for a specified period of time and generally have fixed expiration dates or other termination clauses. The same credit and collateral policies are used in making these commitments as for on-balance sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis and collateral is obtained, if necessary, based on the credit evaluation of the borrower. The amount of collateral obtained, if deemed necessary by First Priority Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include personal or commercial real estate accounts receivable, inventory and equipment.

At September 30, 2014 and December 31, 2013, outstanding commitments to extend credit consisting of total unfunded commitments under lines of credit were $76.4 million and $77.7 million, respectively. In addition, as of September 30, 2014 and December 31, 2013, there were $416 thousand and $1.3 million of performance standby letters of credit outstanding, respectively, and $1.3 million of financial standby letters of credit as of each respective date. As of December 31, 2013, a pledge of a portion of the Bank’s investment securities was reserved as collateral related to one financial standby letter of credit issued through a correspondent bank for $512 thousand which is included in the amount reported above. This commitment was closed during the second quarter of 2014. First Priority believes that it has adequate sources of liquidity to fund commitments that may be drawn upon by borrowers.

In addition, as of September 30, 2014 and December 31, 2013 the Bank pledged $149 thousand of deposit balances at a correspondent bank to support a $149 thousand letter of credit issued by the correspondent on behalf of a customer of the Bank. This transaction is fully secured by the customer through a pledge of the customer’s deposits at the Bank.

First Priority is not involved in any other off-balance sheet contractual relationships, unconsolidated related entities that have off-balance sheet arrangements or transactions that could result in liquidity needs or other commitments that could significantly impact earnings.

Liquidity

The objective of liquidity management is to assure that sufficient sources of funds are available, as needed and at a reasonable cost, to meet the ongoing and unexpected operational cash needs and commitments of First Priority and to take advantage of income producing opportunities as they arise. Sufficient liquidity must be available to meet the cash requirements of depositors wanting to withdraw funds and of borrowers wanting their credit needs met. Additionally, liquidity is needed to insure that First Priority has the ability to act at those times when profitable new lending and investment opportunities arise. While the desired level of liquidity may vary depending upon a variety of factors, it is a primary goal of First Priority to maintain adequate liquidity in all economic environments through active balance sheet management.

Liquidity management is the ongoing process of monitoring and managing First Priority’s sources and uses of funds. The primary sources of funds are deposits, scheduled amortization of loans outstanding, maturities and cash flow generated from the investment portfolio and funds provided by operations. Scheduled loan payments and investment maturities are relatively predictable sources of funds; however, deposit flows and loan prepayments are far less predictable and are influenced by the level of interest rates, economic conditions, local competition and customer preferences. Liquidity is also provided by unused lines of credit with correspondent banks and First Priority’s borrowing capacity at the FHLB. First Priority measures and monitors its liquidity position on an ongoing basis in order to better understand, predict and respond to balance sheet trends, unused borrowing capacity and liquidity needs. The liquidity position is managed on a daily basis as part of the daily settlement function and on an ongoing basis through the asset liability management function.

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The key elements of First Priority’s liquidity planning process involve a primary focus on the development of a stable, core funding base; utilization of wholesale funding sources to supplement core funding; maintenance of an appropriate level of asset liquidity; management of the maturity structure of funding sources and of funding concentrations; and maintenance of borrowing facilities.

Wholesale funding sources utilized by First Priority Bank include brokered certificates of deposits, secured advances from the Federal Home Loan Bank of Pittsburgh, federal funds purchased and other secured borrowing facilities. At September 30, 2014, wholesale funding sources totaled $142.2 million and were comprised of $79.6 million of brokered certificates of deposit and $62.6 million of FHLB advances. At December 31, 2013, wholesale funding sources totaled $80.8 million and were comprised of $36.2 million of brokered certificates of deposit and $44.6 million of FHLB advances. Wholesale funding is generally used in managing the daily liquidity needs and when it is the most cost effective funding source available to First Priority. Management continually evaluates all available funding sources for cost and availability.

An integral part of First Priority Bank’s balance sheet management strategy is to establish and maintain borrowing facilities with correspondent banks, for access to funding. Off balance sheet borrowing capacity provides the immediate availability of funds to meet short term financing needs without requiring the bank to maintain excess liquidity in its investment portfolio, which may have a negative impact on earnings. In today’s environment of historically low interest rates, it also provides the most effective longer term funding, in terms of the cost and structure. Long term borrowings from the FHLB cannot be called prior to maturity, which provides much greater protection against a rise in interest rates when compared to retail deposits which can be redeemed early by the depositor at lower than market rate penalties.

As of September 30, 2014 and December 31, 2013, First Priority Bank had a borrowing facility with a correspondent bank totaling $10 million, available for short-term limited purpose usage, of which $2 million is available unsecured. The remaining $8 million is a secured line of credit.

At September 30, 2014 and December 31, 2013, First Priority Bank had a total borrowing capacity with the FHLB of $138.1 million and $107 million, respectively, with advances outstanding against this capacity of $62.6 million and $44.6 million, respectively.

Short-term liquid assets held in interest-bearing deposit accounts with correspondent banks totaled $16.1 million at September 30, 2014 compared to $6.0 million at December 31, 2013.

Interest Rate Sensitivity

It is the responsibility of the board of directors and senior management to understand and control the interest rate risk exposures assumed by First Priority. The board has delegated authority to the asset liability management committee (“ALCO”) for the development of ALCO policies and for the management of the asset liability management function. The ALCO committee is comprised of senior management representing all primary functions of First Priority and meets monthly. ALCO has the responsibility for maintaining a level of interest rate risk exposures within board of director approved limits.

The primary objective of asset liability management is to optimize net interest income over time while maintaining a balance sheet mix that is prudent with respect to liquidity, capital adequacy and interest rate risk. The absolute level and volatility of interest rates can have a significant impact on the profitability of First Priority. Interest rate risk management is the process of identifying and controlling the potential adverse impact of interest rates movements on First Priority’s net interest income and on the fair value of its assets and liabilities.

One tool used to monitor interest rate risk is the measurement of its interest sensitivity “gap,” which is the positive or negative dollar difference between interest-earning assets and interest-bearing liabilities that are subject to interest rate repricing within a given period of time. Interest rate sensitivity can be managed by changing the mix, pricing and repricing characteristics of its assets and liabilities, through management of its investment portfolio, loan and deposit product offerings, and through wholesale funding. Managing the amount of assets and liabilities repricing in the same time interval helps to hedge interest rate risk and minimize the impact on net interest income of rising or falling interest rates. First Priority generally would benefit from increasing market rates of interest when it has an asset-sensitive gap position and generally would benefit from decreasing market rates of interest when First Priority is liability-sensitive.

At September 30, 2014, First Priority was liability sensitive at the one-year gap position, as it has more liabilities subject to repricing in the subsequent twelve month period than assets. It must be noted, however, that the gap analysis is not a precise indicator of First Priority’s exposure to changing interest rates. The analysis presents only a static view of the timing of maturities and repricing opportunities, without taking into consideration that changes in interest rates do not affect all assets and liabilities equally.

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Furthermore, the results are influenced by management assumptions concerning the repricing characteristics of deposit products with no contractual maturities, the timing of the repricing of variable rate loans with interest rates currently fixed at interest rate floors, and prepayment speeds of loans and investments subject to prepayment prior to maturity. Additionally, net interest income performance may be impacted by other significant factors in a given interest rate environment, including changes in the volume and mix of interest-earning assets and interest bearing liabilities.

Item  3. Quantitative and Qualitative Disclosures about Market Risk

Risk identification and management are essential elements for the successful management of First Priority. In the normal course of business, First Priority is subject to various types of risk, including interest rate, credit, and liquidity risk. First Priority controls and monitors these risks with policies, procedures, and various levels of managerial and board oversight. First Priority’s objective is to optimize profitability while managing and controlling risk within board approved policy limits. Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the magnitude, direction, and frequency of changes in interest rates. Interest rate risk results from various repricing frequencies and the maturity structure of assets and liabilities. First Priority uses its asset liability management policy to control and manage interest rate risk.

Liquidity risk represents the inability to generate cash or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers, as well as, the obligations to depositors and debt holders. First Priority uses its asset liability management policy and contingency funding plan to control and manage liquidity risk.

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms. Credit risk results from extending credit to customers, purchasing securities, and entering into certain off-balance sheet loan funding commitments. First Priority’s primary credit risk occurs in the loan portfolio. First Priority uses its credit policy and disciplined approach to evaluating the adequacy of the allowance for loan losses to control and manage credit risk. First Priority’s investment policy limits the degree of the amount of credit risk that may be assumed in the investment portfolio. First Priority’s principal financial market risks are liquidity risks and exposures to interest rate movements.

Item  4. Controls and Procedures

Under the supervision and with the participation of our management, including the Chairman and Chief Executive Officer and the Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chairman and Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a – 15(f) and 15d – 15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item  1. Legal Proceedings

A certain amount of litigation arises in the ordinary course of the business of First Priority and First Priority Bank. In the opinion of the management of First Priority, there are no proceedings pending to which First Priority or First Priority Bank is a party or to which their property is subject, that, if determined adversely to them, would be material in relation to First Priority’s shareholders’ equity or financial condition, nor are there any proceedings pending other than ordinary routine litigation incident to the business of First Priority and First Priority Bank. In addition, no material proceedings are pending or are known to be threatened or contemplated against First Priority or First Priority Bank by governmental authorities.

Item 1A. Risk Factors

Not Applicable

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

None.

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Item  3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable

Item  5. Other Information

None.

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Item 6. Exhibits

Exhibit No.	Title
3.1	Articles of Incorporation of First Priority Financial Corp. (incorporated by reference to Exhibit 3.1 to First Priority’s Registration Statement No. 333-147950 on Form S-4 filed with the SEC on December 7, 2007)
3.2	Certificate of Designations for the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” of First Priority Financial Corp. (incorporated by reference to Exhibit 3.3 to First Priority’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 24, 2009)
3.3	Certificate of Designations for the “Fixed Rate Cumulative Perpetual Preferred Stock, Series B” of First Priority Financial Corp. (incorporated by reference to Exhibit 3.4 to First Priority’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 24, 2009)
3.4	Certificate of Designations for the “Fixed Rate Cumulative Perpetual Preferred Stock, Series C” of First Priority Financial Corp. (incorporated by reference to Exhibit 2.1 to First Priority’s Registration Statement No. 333-183118 on Form S-4 filed with the SEC on January 25, 2013)
3.5	Bylaws of First Priority Financial Corp. (incorporated by reference to Exhibit 3.2 to First Priority’s Registration Statement No. 333-147950 on Form S-4 filed with the SEC on December 7, 2007)
31.1	Certification of Chief Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2014 and 2013, (iii) the Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2014 and 2013, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013, and (v) the Condensed Notes to Consolidated Financial Statements.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		FIRST PRIORITY FINANCIAL CORP.
		(Registrant)
Dated: November 14, 2014	By	/s/ David E. Sparks
		David E. Sparks,
		Chairman and Chief Executive Officer
Dated: November 14, 2014	By	/s/ Mark J. Myers
		Mark J. Myers,
		Chief Financial Officer

Exhibit Index

Exhibit No.	Title
3.1	Articles of Incorporation of First Priority Financial Corp. (incorporated by reference to Exhibit 3.1 to First Priority’s Registration Statement No. 333-147950 on Form S-4 filed with the SEC on December 7, 2007)
3.2	Certificate of Designations for the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” of First Priority Financial Corp. (incorporated by reference to Exhibit 3.3 to First Priority’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 24, 2009)
3.3	Certificate of Designations for the “Fixed Rate Cumulative Perpetual Preferred Stock, Series B” of First Priority Financial Corp. (incorporated by reference to Exhibit 3.4 to First Priority’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 24, 2009)
3.4	Certificate of Designations for the “Fixed Rate Cumulative Perpetual Preferred Stock, Series C” of First Priority Financial Corp. (incorporated by reference to Exhibit 2.1 to First Priority’s Registration Statement No. 333-183118 on Form S-4 filed with the SEC on January 25, 2013)
3.5	Bylaws of First Priority Financial Corp. (incorporated by reference to Exhibit 3.2 to First Priority’s Registration Statement No. 333-147950 on Form S-4 filed with the SEC on December 7, 2007)
31.1	Certification of Chief Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2014 and 2013, (iii) the Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2014 and 2013, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013, and (v) the Condensed Notes to Consolidated Financial Statements.

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