Attached files

file filename
EX-23 - EX-23 - PARKVALE FINANCIAL CORPl41082exv23.htm
EX-31.2 - EX-31.2 - PARKVALE FINANCIAL CORPl41082exv31w2.htm
EX-31.1 - EX-31.1 - PARKVALE FINANCIAL CORPl41082exv31w1.htm
EX-32.1 - EX-32.1 - PARKVALE FINANCIAL CORPl41082exv32w1.htm
EX-10.17 - EX-10.17 - PARKVALE FINANCIAL CORPl41082exv10w17.htm
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
     
þ   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 2010
Commission File Number 0-17411
PARKVALE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
     
Pennsylvania   25-1556590
     
(State of incorporation)   (I.R.S. Employer Identification Number)
     
4220 William Penn Highway, Monroeville, PA   15146
     
(Address of principal executive office)   (Zip code)
Registrant’s telephone number, including area code: (412) 373-7200
Securities registered pursuant to Section 12(b) of the Act:
     
Common Stock ($1.00 par value)   Name of Exchange on which registered
     
(Title of Class)   Nasdaq Select
Securities registered pursuant to Section 12(g) of the Act- None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
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 (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
        (Do not check if a smaller reporting company)    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The closing sales price of the Registrant’s Common stock on November 8, 2010 was $8.33 per share.
Number of shares of Common Stock outstanding as of November 8, 2010 was 5,529,211.
 
 

 


 

Explanatory Note
          Parkvale Financial Corporation (the “Company”) originally filed its Form 10-K for the year ended June 30, 2010 on September 13, 2010. It was subsequently determined that the calculation of the disallowed portion of the Company’s deferred tax asset was inadvertently overlooked with respect to the Tier I Capital calculation. The result of the oversight is that the Tier I Capital ratio on page 50 of the original Form 10-K (Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations), and regulatory capital amounts and ratios disclosed in Note G (Regulatory Capital) to the financial statements on page 80 of the original Form 10-K were not correctly disclosed at June 30, 2010. In all instances, the revised regulatory capital amounts and corresponding ratios, as disclosed in this Form 10-K/A filing (pages 43-44), result in the Company continuing to be categorized as well capitalized under regulatory framework.
          Items 7 and 8 of Form 10-K are being re-filed in their entirety to provide the corrected information, and certain exhibits are being re-filed pursuant to Item 15.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
          The purpose of this discussion is to summarize the financial condition and results of operations of Parkvale Financial Corporation (“PFC”) and provide other information which is not readily apparent from the consolidated financial statements included in this report. Reference should be made to those statements, the notes thereto and the selected financial data presented elsewhere in this report for a complete understanding of the following discussion and analysis.
INTRODUCTION
          PFC is a unitary savings and loan holding company incorporated under the laws of the Commonwealth of Pennsylvania. Its main operating subsidiary is Parkvale Savings Bank (the “Bank”), which is a Pennsylvania chartered permanent reserve fund stock savings bank headquartered in Monroeville, Pennsylvania. PFC and its subsidiaries are collectively referred to herein as “Parkvale”. Parkvale is also involved in lending in the Columbus, Ohio area through its wholly owned subsidiary, Parkvale Mortgage Corporation (“PMC”).
THE BANK
General
     The Bank conducts business in the greater tri-state area through 47 full-service offices using the trade name Parkvale Bank with 40 offices in Allegheny, Beaver, Butler, Fayette, Washington and Westmoreland Counties of Pennsylvania, two branches in West Virginia and five branches in Ohio. With total assets of $1.8 billion at June 30, 2010, Parkvale was the tenth largest financial institution headquartered in the Pittsburgh metropolitan area and twelfth largest financial institution with a significant presence in western Pennsylvania.
     The primary business of Parkvale consists of attracting deposits from the general public in the communities that it serves and investing such deposits, together with other funds, in residential real estate loans, consumer loans, commercial loans, and investment securities. Parkvale focuses on providing a wide range of consumer and commercial services to individuals, partnerships and corporations in the greater Pittsburgh metropolitan area, which comprises its primary market area. In addition to the loans described above, these services include various types of deposit and checking accounts, including commercial checking accounts and automated teller machines (“ATMs”) as part of the STAR network.
     Parkvale derives its income primarily from interest charged on loans, interest on investments, and, to a lesser extent, service charges and fees. Parkvale’s principal expenses are interest on deposits and borrowings and operating expenses. Lending activities are funded principally by deposits, loan repayments, and operating earnings.
     Lower housing demand in Parkvale’s primary lending areas, relative to its deposit growth, has spurred the Bank to purchase residential mortgage loans from other financial institutions in the secondary market. This purchase strategy

2


 

also achieves geographic asset diversification. Parkvale purchases adjustable rate residential mortgage loans subject to its normal underwriting standards. Parkvale purchased $6.3 million of fixed mortgage loans during fiscal 2010 and did not purchase loans during fiscal 2009 as a result of uncertainties related to the secondary mortgage market.
Financial Condition
Parkvale’s average interest-earning assets increased $13.2 million or 0.7% for the year ended June 30, 2010 over fiscal year 2009. Average balances decreased by $109.4 million in loans, while average federal funds sold increased $58.0 million and average investments increased by $64.5 million during the fiscal 2010 period. Average deposit liabilities rose $18.1 million in fiscal year 2010, and average borrowings increased by $5.0 million in fiscal 2010, resulting in a $9.9 million decline in net interest-earning assets. In addition, our average interest rate spread declined from 2.29% in fiscal 2009 to 2.06% in fiscal 2010. The decreases in net interest-earning assets and in the average interest rate spread resulted in a $4.3 million or 10.3% decrease in net interest income in fiscal 2010 compared to fiscal 2009.
Asset and Liability Management
     Parkvale functions as a financial intermediary, and as such, its financial condition should be examined in terms of its ability to manage interest rate risk (“IRR”) and diversify credit risk.
     Parkvale’s asset and liability management (“ALM”) is driven by the ability to manage the exposure of current and future earnings and capital to fluctuating interest rates. This exposure occurs because the present value of future cash flows, and in many cases the cash flows themselves, change when interest rates change. One of Parkvale’s ALM goals is to minimize this exposure.
     IRR is measured and analyzed using static interest rate sensitivity gap indicators, net interest income simulations and net present value sensitivity measures. These combined methods enable Parkvale’s management to regularly monitor both the direction and magnitude of potential changes in the pricing relationship between interest-earning assets and interest-bearing liabilities.
     Interest rate sensitivity gap analysis provides one indicator of potential interest rate risk by comparing interest-earning assets and interest-bearing liabilities maturing or repricing at similar intervals. The gap ratio is defined as rate-sensitive assets minus rate-sensitive liabilities for a given time period divided by total assets. Parkvale continually monitors gap ratios, and within the IRR framework and in conjunction with net interest income simulations, implements actions to reduce exposure to fluctuating interest rates. Such actions have included maintaining high liquidity, increasing the repricing frequency of the loan portfolio, purchasing adjustable-rate investment securities and lengthening the overall maturities of interest-bearing liabilities. Management believes these ongoing actions minimize Parkvale’s vulnerability to fluctuations in interest rates. The one-year gap ratio increased from 9.46% at June 30, 2009 to 12.45% as of June 30, 2010, the three-year gap ratio went from 1.49% at June 30, 2009 to 1.38% at June 30, 2010 and the five-year gap ratio was 9.14% at June 30, 2009 versus 5.91% at June 30, 2010. The increase in the asset sensitivity in the one-year GAP ratio is due to an increase in federal funds sold, investments and ARM loans scheduled to reprice or mature within one-year and projected calls on agency step-up securities.
     Gap indicators of IRR are not necessarily consistent with IRR simulation estimates. Parkvale utilizes net interest income simulation estimates under various assumed interest rate environments to more fully capture the details of IRR. Assumptions included in the simulation process include measurement over a probable range of potential interest rate changes, prepayment speeds on amortizing financial instruments, other imbedded options, loan and deposit volumes and rates, non-maturity deposit assumptions and management’s capital requirements. The estimated impact on projected net interest income in fiscal 2011 assuming an immediate parallel and instantaneous shift in current interest rates, would result in the following percentage changes over fiscal 2010 net interest income: +100 basis points (“bp”), +10.66%; +200 bp, +7.62%; -100 bp, +4.21%; -200 bp, +9.04%. This compares to projected net interest income for fiscal 2010 made at June 30, 2009 of: +100 bp, +0.9%; +200 bp, +0.1%; -100 bp, +0.9%; -200 bp, -8.0%. The fluctuation in projected net interest income between fiscal 2011 and 2010 relates to lower yields on shorter-term liquid assets and is reflective of Parkvale’s investment and interest rate risk management strategy of shortening the duration of its investment portfolio by purchasing short-term agency callable and multi-step securities in anticipation of rising interest rates.

3


 

     Interest-Sensitivity Analysis. The following table reflects the maturity and repricing characteristics of Parkvale’s assets and liabilities at June 30, 2010:
(Dollars in thousands):
                                         
Interest sensitive assets   <3 months     4-12 Months     1-5 Years     5+Years     Total  
 
ARM and other variable rate loans
  $ 193,639     $ 237,506     $ 167,470     $ 14,969     $ 613,584  
Fixed-rate loans, net (1)
    12,030       36,604       173,866       214,671       437,171  
Variable rate mortgage-backed securities and CMO’s
    38,271       76,953       91,131             206,355  
Fixed rate mortgage-backed securities and CMO’s (1)
    576       531       10,996       8,246       20,349  
Investments and federal funds sold
    253,008       44,223       87,223       46,408       430,862  
Equities, primarily FHLB
    1       4,760       14,357       1,205       20,323  
 
Total interest-sensitive assets
  $ 497,525     $ 400,577     $ 545,043     $ 285,499     $ 1,728,644  
 
Ratio of interest-sensitive assets to total assets
    27.0 %     21.7 %     29.6 %     15.5 %     93.8 %
 
 
                                       
Interest-sensitive liabilities
                                       
Passbook deposits and club accounts (2)
  $ 11,559     $ 39,022     $ 46,242     $ 127,443     $ 224,266  
Checking accounts (3)
    26,659       20,184       40,372       220,368       307,583  
Money market deposit accounts
    70,032       44,000       44,000             158,032  
Certificates of deposit
    158,618       245,581       352,500       34,710       791,408  
FHLB advances and other borrowings
    27,695       25,000       182,566       20,089       255,350  
 
Total interest-sensitive liabilities
  $ 294,563     $ 373,787     $ 665,680     $ 402,610     $ 1,736,640  
 
Ratio of interest-sensitive liabilities to total liabilities and equity
    16.0 %     20.3 %     36.1 %     21.9 %     94.3 %
 
Ratio of interest-sensitive assets to interest-sensitive liabilities
    168.9 %     107.2 %     81.9 %     70.9 %     99.5 %
 
Periodic Gap to total assets
    11.0 %     1.5 %     -6.6 %     -6.4       -0.4 %
 
Cumulative Gap to total assets
    11.0 %     12.5 %     5.9 %     -0.4 %        
 
(1)   Includes total repayments and prepayments at an assumed rate of 15% per annum for fixed-rate mortgage loans and mortgage-backed securities, with the amounts for other loans based on the estimated remaining loan maturity by loan type.
 
(2)   Based on historical data, assumes passbook deposits are rate sensitive at the rate of 21.0% per annum, compared with 18.1% for fiscal 2009.
 
(3)   Includes investment checking accounts, which are assumed to be immediately rate sensitive, with remaining interest-bearing checking accounts assumed to be rate sensitive at 10.0% in the first year and 5.0% per annum thereafter. Noninterest checking accounts are considered core deposits and are included in the 5+ years category.
     Asset Management. A primary goal of Parkvale’s asset management is to maintain a high level of liquid assets. Parkvale defines the following as liquid assets: cash, federal funds sold, certain corporate debt maturing in less than one year, U.S. Government and agency obligations maturing in less than one year and short-term bank deposits. The average daily liquidity was 29.1% for the quarter ended June 30, 2010. During fiscal 2010, in addition to maintaining high liquidity, Parkvale’s investment strategy was to purchase primarily lower risk investment grade securities rated AA or higher to enhance yields and reduce the risk associated with rate volatility.
     Parkvale’s lending strategy has been designed to shorten the average maturity of its assets and increase the rate sensitivity of the loan portfolio. In fiscal 2010, 2009 and 2008, 40.5%, 48.3% and 66.4%, respectively, of mortgage loans originated or purchased were adjustable-rate loans. Parkvale has continually emphasized the origination and purchase of ARM loans. ARMs totaled $511.8 million or 62.7% of total mortgage loans at June 30, 2010 versus $577.0 million or 65.2% of total mortgage loans at June 30, 2009. To supplement local mortgage originations, Parkvale purchased loans aggregating $6.3 million in fiscal 2010 from mortgage bankers and other financial institutions. There were no loan purchases during fiscal 2009. The loan packages purchased were fixed-rate residential loans. All of the fiscal 2010 purchases were residential loans. The loans purchased from others are reviewed for underwriting standards

4


 

that include appraisals, creditworthiness and acceptable ratios of loan to value and debt to income calculated at fully indexed rates. The practice of purchasing loans or ARM securities in the secondary market was temporarily discontinued in fiscal 2009 due to the lack of acceptable product availability. At June 30, 2010, Parkvale had commitments to originate mortgage loans totaling $3.9 million and commercial loans of $3.0 million. Commitments to fund construction loans in process at June 30, 2010 were $7.2 million, which were funded from current liquidity.
     Parkvale continues to focus on its consumer loan portfolio through new originations. Home equity lines of credit are granted up to 90% of collateral value at competitive rates. In general, these loans have shorter maturities and greater interest rate sensitivity and margins than residential real estate loans. At June 30, 2010 and 2009, consumer loans were $184.2 million and $185.8 million, which represented a 0.9% decrease and a 5.0% increase over the balances at June 30, 2009 and 2008, respectively, with fixed-rate second mortgage loans totaling $80.6 million, $89.7 million and $100.8 million of the total outstanding balances at June 30, 2010, 2009 and 2008, respectively.
     Investments in mortgage-backed securities and other securities, such as U.S. Government and agency obligations and corporate debt, are primarily purchased to enhance Parkvale’s liquidity position and to diversify asset concentration. During fiscal 2010, Parkvale purchased an aggregate of $431.8 million of investment securities classified as held to maturity, compared to $284.6 million of such purchases in fiscal 2009 and $361.7 million in fiscal 2008. The fiscal 2010 purchases consist of government and agency securities, with the exception of $5.0 million of taxable municipal securities. Substantially all of the 2010 purchases were either adjustable or expected to be shorter term due to step up features. At June 30, 2010, the combined weighted average yield on adjustable corporate securities, agency and collateralized mortgage obligations was 3.58%. If the interest rate indices were to fall further, net interest income may decrease if the yield, after discount amortization, on these securities, as well as other liquid assets and ARM loans were to fall faster than liabilities would reprice. All debt securities, with the exception of $59.8 million of non-agency CMOs, are classified as held to maturity and are not available for sale or held for trading.
     The credit quality of non-agency CMO securities rated below investment grade at June 30, 2010 as a result of downgrades by the national rating agencies was evaluated. Based upon recent and future credit deterioration projections and results of the evaluation, the Bank intends to sell fifteen non-agency CMO securities in the near term. The debt securities were reclassified from held to maturity to available for sale at June 30, 2010, and other than temporary impairment charges of $13.1 million were recognized in earnings during fiscal 2010 as the difference between the respective investment’s amortized cost basis and fair value at June 30, 2010. The remaining carrying value of the available for sale non-agency CMO securities is $59.8 million at June 30, 2010. Of the $59.8 million, all but three securities aggregating $8.5 million have been sold subsequent to June 30, 2010. It is projected that the level of adversely classified investment securities will decrease by over 60% compared to March 31, 2010 upon the sale of the respective non-agency CMO securities along with the non-cash other than temporary impairment charges recognized during the fourth quarter of fiscal 2010 related to the non-agency CMO and pooled trust preferred securities.
     Liability Management. Deposits are priced according to management’s asset/liability objectives, alternate funding sources and competitive factors. Certificates of deposits maturing after one year as a percent of total deposits were 26.0% at June 30, 2010 and 20.1% at June 30, 2009. The increased percentage of longer-term certificates is reflective of consumer preference for longer-terms. Over the past 5 years, Parkvale has made a concentrated effort to increase low cost deposits by attracting new checking customers to our community branch offices. During fiscal 2010, checking accounts increased by 12.4% compared to a 2.1% increase during fiscal 2009. Parkvale’s primary sources of funds are deposits received through its branch network and advances from the Federal Home Loan Bank (“FHLB”). FHLB advances can be used on a short-term basis for liquidity purposes or on a long-term basis to support lending activities.
     Contractual Obligations
     Information concerning our future contractual obligations by payment due dates at June 30, 2010 is summarized as follows. Contractual obligations for deposit accounts do not include accrued interest. Payments for deposits other than time, which consist of non-interest bearing deposits and money market, NOW and savings accounts, are based on our historical experience, judgment and statistical analysis, as applicable, concerning their most likely withdrawal behaviors.

5


 

                                         
(Dollars in thousands)   Due < one year   1-3 years   3-5 years   5+ years   Total
 
Deposits other than time
  $ 211,456     $ 110,428     $ 20,186     $ 347,811     $ 689,881  
Time deposits
    404,199       288,512       63,988       34,710       791,409  
Advances from FHLB
    35,097       40,156       40,149       70,571       185,973  
Term debt
    2,500       5,000       16,250             23,750  
Other debt
    13,865                         13,865  
Mortgage loan commitments
    3,907                         3,907  
Operating leases
    1,104       1,496       851       2,317       5,768  
 
Total
  $ 672,128     $ 445,592     $ 141,424     $ 455,409     $ 1,714,553  
 
     Concentration of Credit Risk
     Financial institutions, such as Parkvale, generate income primarily through lending and investing activities. The risk of loss from lending and investing activities includes the possibility that losses may occur from the failure of another party to perform according to the terms of the loan or investment agreement. This possibility of loss is known as credit risk.
     Credit risk is increased when lending and investing activities concentrate a financial institution’s earning assets in a way that exposes the institution to a material loss from any single occurrence or group of related occurrences. Diversifying loans and investments to prevent concentrations of risks is one manner a financial institution can reduce potential losses due to credit risk. Examples of asset concentrations would include, but not be limited to, geographic concentrations, loans or investments of a single type, multiple loans to a single borrower, loans made to a single type of industry and loans of an imprudent size relative to the total capitalization of the institution. For loans originated, Parkvale has taken steps to reduce exposure to credit risk by emphasizing lower risk single-family mortgage loans, which comprise 62.8% of the gross loan portfolio as of June 30, 2010. The next largest component of the loan portfolio is consumer loans at 17.5%, which generally consists of lower balance second mortgages and home equity loans originated in the greater Pittsburgh area and Ohio Valley region and an auto loan portfolio.
     Nonperforming Loans and Foreclosed Real Estate
     Nonperforming loans and foreclosed real estate (“REO”) consisted of the following at June 30:
                                         
(Dollars in thousands)   2010     2009     2008     2007     2006  
 
Nonaccrual Loans:
                                       
Mortgage
  $ 20,674     $ 21,046     $ 6,004     $ 2,746     $ 1,700  
Consumer
    651       623       582       416       567  
Commercial
    5,195       6,266       5,943       1,177       1,321  
 
Total nonaccrual loans
    26,520       27,935       12,529       4,339       3,588  
Total foreclosed real estate, net
    8,637       5,706       3,279       1,857       976  
 
                             
Total amount of nonaccrual loans and foreclosed real estate
  $ 35,157     $ 33,641     $ 15,808     $ 6,196     $ 4,564  
 
                             
Total nonaccrual loans as a % of total loans
    2.52 %     2.48 %     1.02 %     0.35 %     0.29 %
 
Total nonaccrual loans and foreclosed real estate as a percent of total assets
    1.91 %     1.76 %     0.85 %     0.34 %     0.25 %
 
     A weak national economy and to a lesser extent local housing sector and credit markets have contributed towards an increased level of non-performing assets. Nonperforming (delinquent 90 days or more) and impaired loans and real estate owned in the aggregate represented 1.91%, 1.76% and 0.85% of total assets at June 30, 2010, 2009 and 2008 respectively. Such non-performing assets at June 30, 2010 have increased to $35.2 million from $33.6 million at June 30, 2009, which includes $26.5 million of non-accrual loans.
     As of June 30, 2010, single-family mortgage loans delinquent 90 days or more include 54 loans aggregating $17.1 million purchased from others and serviced by national service providers with a cost basis ranging from $55,000

6


 

to $661,000 and 41 loans aggregating $3.5 million in Parkvale’s retail market area. Management believes that these 95 delinquent single-family mortgage loans are adequately collateralized with the exception of 38 loans with a remaining net book value of $8.2 million, which have the necessary related allowances for losses provided. Loans 180 days or more delinquent are individually evaluated for collateral values in accordance with banking regulations with specific reserves recorded as appropriate.
     Commercial loans and commercial real estate loans delinquent 90 days or more of $5.2 million at June 30, 2010 includes a $1.3 million relationship with a now closed medical facility, a $1.5 million relationship to an entity for coal extraction and reclamation, and a $1.1 million commercial office facility. The relationships are considered to be impaired at June 30, 2010 and the necessary related allowances for losses have been provided.
     Loans are placed on nonaccrual status when, in management’s judgment, the probability of collection of principal and interest is deemed to be insufficient to warrant further accrual. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. As a result, uncollected interest income is not included in earnings for nonaccrual loans. The amount of interest income on nonaccrual loans that has not been recognized in interest income was $1.2 million for fiscal 2010, $825,000 for fiscal 2009 and $426,000 for fiscal 2008. Parkvale provides an allowance for the loss of accrued but uncollected interest on mortgage, consumer and commercial business loans, which are 90 days or more contractually past due.
     In addition, loans totaling $4.4 million were classified as special mention and $4.4 million were classified as substandard for regulatory purposes at June 30, 2010. The special mention loans consist of $4.4 million performing single-family mortgage loans. The substandard loans consist of commercial relationships exhibiting signs of weakness, or have been recently modified or refinanced and are being monitored to assess if new payment terms are followed by the borrowers. These loans, while current or less than 90 days past due, have previously exhibited characteristics which warrant special monitoring. Examples of these concerns include irregular payment histories, questionable collateral values, investment properties having cash flows insufficient to service debt, and other financial inadequacies of the borrower. These loans are regularly monitored with efforts being directed towards resolving the underlying concerns while continuing with the performing status classification of such loans.
     Loans that are 30 to 89 days past due at June 30, 2010 aggregated $16.4 million, including $14.6 million of single-family loans, compared to $18.3 million at June 30, 2009 and $9.8 million at June 30, 2008.
     Foreclosed real estate was $8.6 million at June 30, 2010 compared to $5.7 million at June 30, 2009. The 2010 real estate owned includes $5.2 million in 24 single-family dwellings. The single-family units include two unrelated foreclosures of seven and four single-family units in residential developments with a net book value of $2.0 million. Foreclosed commercial real estate aggregates $3.4 million, which includes two facilities used as automobile dealerships with a net book value of $2.1 million. The properties are valued at the lower of cost or market less estimated selling and holding costs with reserves established when deemed necessary.
     Allowance for Loan Losses
     The allowance for loan loss was $19.2 million at June 30, 2010 and $18.0 million at June 30, 2009 or 1.8% and 1.6% of gross loans at June 30, 2010 and June 30, 2009, respectively. The level of non-accrual loans and foreclosed real estate peaked during the fiscal year to $40.9 million at September 30, 2009 and was $35.2 million at June 30, 2010. Management determines the adequacy of the allowance for loan loss after a thorough evaluation of individual nonperforming, delinquent and high dollar loans, economic and business trends, growth and composition of the loan portfolio and historical loss experience, as well as other relevant factors.
     The loan portfolio is monitored by management on a regular basis for potential risks to detect potential credit deterioration in the early stages. Management then establishes reserves in the allowance for loan loss based upon evaluation of the inherent risks in the loan portfolio. Management believes the allowance for loan loss is adequate to absorb probable loan losses.

7


 

     The following table sets forth the allowance for loan loss allocation at June 30:
                                                                                 
(Dollars in thousands)   2010     2009     2008     2007     2006  
 
General Allowances:
                                                                               
Residential 1-4 mortgages
  $ 5,343       27.8 %   $ 4,769       26.6 %   $ 3,788       24.8 %   $ 2,716       19.1 %   $ 2,855       19.2 %
Commercial & multi-family mortgage
    3,392       17.7 %     4,393       24.5 %     4,739       31.1 %     3,964       27.9 %     3,802       25.5 %
Consumer Loans
    2,745       14.3 %     3,193       17.8 %     3,510       23.0 %     4,154       29.3 %     4,568       30.6 %
Commercial Loans
    2,534       13.2 %     3,038       16.9 %     2,741       18.0 %     2,848       20.1 %     3,368       22.6 %
 
Total General
    14,014       73.0 %     15,393       85.8 %     14,778       96.9 %     13,682       96.4 %     14,593       97.9 %
 
                                                           
Specific Allowances:
                                                                               
Residential 1-4 mortgage
    4,316       22.5 %     1,697       9.4 %     105       0.7 %     31       0.2 %     32       0.2 %
Consumer
    383       2.0 %     324       1.8 %     288       1.9 %     426       3.0 %     256       1.7 %
Commercial
    496       2.5 %     546       3.0 %     78       0.5 %     50       0.4 %     26       0.2 %
 
Total Specific
    5,195       27.0 %     2,567       14.2 %     471       3.1 %     507       3.6 %     314       2.1 %
 
                                                           
Total Allowances for loan losses
  $ 19,209       100.0 %   $ 17,960       100.0 %   $ 15,249       100.0 %   $ 14,189       100.0 %   $ 14,907       100.0 %
 
     The general allowance on residential 1-4 family loans is $5.3 million or 0.8% of the residential 1-4 family loan portfolio at June 30, 2010, on commercial and multi-family loans the general allowance is $3.4 million or 2.1% of the commercial and multi-family loan portfolio, on consumer loans the general allowance is $2.7 million or 1.5% of the consumer loan portfolio and on the commercial loan portfolio the general allowance is $2.5 million or 6.3%.
Results of Operations
     Parkvale Financial Corporation reported a net loss to common shareholders for the fiscal year ended June 30, 2010 of $18.1 million or $3.30 per diluted common share, compared to a net loss of $10.4 million or $1.90 per diluted common share for the fiscal year ended June 30, 2009. The $7.7 million increase in the fiscal 2010 net loss reflects higher non-cash debt security impairment charges of $39.0 million compared to $30.4 million for the fiscal year ended June 30, 2009, partially offset by a $7.9 million increase in the income tax benefit. The impairment charges are the result of credit deterioration related to pooled trust preferred and non-agency CMO securities. The loan loss provision increased from $6.8 million for fiscal 2009 to $7.5 million for fiscal 2010 to address continued weakness in housing prices and high levels of unemployment. Noninterest expense increased by $1.0 million during fiscal 2010 due primarily to a $1.7 million or 148% increase in FDIC insurance premiums, which was partially offset by an $880,000 or 5.5% decrease in compensation and employee benefit expense.
Interest Income
     Interest income on loans decreased by $10.5 million or 15.7% in fiscal 2010 from fiscal 2009. Average loans outstanding in fiscal 2010 were $1.1 billion, representing a decrease of $109 million or 9.4% compared to fiscal 2009. Single-family residential loans declined by $66 million or 9.1% from June 30, 2009 to June 30, 2010, and multi-family residential loans decreased by $2.1 million or 6.2% over the same period. The lower interest income also reflected a lower average loan yield, which was 5.72% in fiscal 2009 and 5.33% in fiscal 2010, due to the lower prevailing rates on new loans along with ARM loans repricing down due to lower indices for periodic rate adjustments. Interest income on loans decreased by $5.0 million or 6.9% from fiscal 2009 to 2008. The average yield on loans decreased from 5.94% in fiscal 2008 to 5.72% in fiscal 2009, and the average loan balance decreased by $41 million or 3.4% in fiscal 2009 compared to fiscal 2008.
     Interest income on investments decreased by $3.8 million or 16.6% in fiscal 2010. This was the result of a decrease in the average yield on investments to 3.38% in fiscal 2010 from 4.57% in fiscal 2009, partially offset by an increase in the average balance of $64.5 million or 12.7% to $572 million. The higher level of investment securities was primarily related to purchases of lower risk short-term government and agency securities, which have lower yields than other investment securities. Interest income on investments increased by $1.2 million or 5.3% from fiscal 2008 to fiscal 2009 as a result of a $97.1 million or 23.7% increase in the average balance, partially offset by a decrease in the average yield on investments to 4.57% in fiscal 2009 from 5.36% in fiscal 2008.

8


 

     Interest income on federal funds sold decreased by $307,000 or 44.7% from fiscal 2009 to fiscal 2010. The decrease was attributable primarily to a decrease in the average yield from 0.74% in fiscal 2009 to 0.25% in fiscal 2010 as a result of the federal reserve setting the current Federal Fund target rate at 0.25%, offset by an increase in the average federal funds sold balance from $92.6 million in fiscal 2009 to $150.6 million in fiscal 2010. The average balance of federal funds sold decreased from $114.8 million in fiscal 2008 to $92.6 million in fiscal 2009, with interest income decreasing $3.6 million from fiscal 2008 to 2009. The average yield decreased from 3.75% in fiscal 2008 to 0.74% in fiscal 2009.
Interest Expense
     Interest expense on deposits decreased by $11.0 million or 28.6% from fiscal 2009 to fiscal 2010. The average deposit balance increased $18.1 million or 1.2% in fiscal 2010, while the average cost decreased from 2.57% in fiscal 2009 to 1.81% in fiscal 2010. The lower rates paid in fiscal 2010 were reflective primarily of lower prevailing market rates on certificate accounts. Interest expense on deposits decreased $8.2 million or 17.6% between fiscal 2008 and 2009. The average cost decreased from 3.19% in fiscal 2008 to 2.57% in fiscal 2009, which was partially offset by an increase in the average deposit balance of $31.6 million or 2.2% from fiscal 2008 to 2009.
     Interest expense on borrowed money increased by $692,000 or 6.3% in fiscal 2010. This was due to an increase of $5.0 million or 2.3% in the average balance due to $25 million of term debt borrowings on December 30, 2008 and an increase in the average cost of borrowings from 4.68% in fiscal 2009 to 4.88% in fiscal 2010. The increase in average cost of borrowings during fiscal 2010 is due primarily to a higher interest rate on PNC Bank, National Association term debt as a result of not meeting a financial reporting covenant beginning in the second quarter of fiscal 2010. In fiscal 2009, interest expense on borrowed money decreased by $576,000 or 5.3%, primarily due to a $2.8 million decrease in average borrowings resulting from FHLB advance maturities and a decrease in the average cost of borrowings from 4.88% in fiscal 2008 to 4.68% in fiscal 2009.
Yields Earned and Rates Paid
     The results of operations of Parkvale depend substantially on its net interest income, which is generally the largest component of Parkvale’s operating results. Net interest income is affected by the difference or spread between yields earned by Parkvale on its loan and investment portfolios and the rates of interest paid by Parkvale for deposits and borrowings, as well as the relative amounts of its interest-earning assets and interest-bearing liabilities.
     The following table sets forth certain information regarding changes in interest income and interest expense for the periods indicated. For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to (1) changes in rates (change in rate multiplied by old volume), (2) changes in volume (changes in volume multiplied by old rate), and (3) changes in rate-volume (change in rate multiplied by the change in volume).
                                                                 
Year ended June 30  
    2010 vs. 2009     2009 vs. 2008  
(Dollars in thousands)   Rate     Volume     Rate/ Volume     Total     Rate     Volume     Rate/ Volume     Total  
 
Interest-earning assets
                                                               
Loans
    ($4,540 )     ($6,256 )   $ 325       ($10,471 )     ($2,651 )     ($2,433 )   $ 131       ($4,953 )
Investments
    (6,033 )     2,950       (761 )     (3,844 )     (3,238 )     5,207       (796 )     1,173  
Federal funds sold
    (454 )     429       (282 )     (307 )     (3,455 )     (830 )     666       (3,619 )
 
Total
    (11,027 )     (2,877 )     (718 )     (14,622 )     (9,344 )     1,944       1       (7,399 )
Interest-bearing liabilities
                                                               
Deposits
    (11,680 )     464       193       (11,023 )     (9,052 )     1,007       (194 )     (8,239 )
FHLB advances and debt
    443       233       16       692       (438 )     (134 )     (4 )     (576 )
Trust preferred securities
                            (317 )     (317 )     317       (317 )
 
Total
    (11,237 )     697       209       (10,331 )     (9,807 )     556       119       (9,132 )
Net change in net interest income (expense)
  $ 210       ($3,574 )     ($927 )     ($4,291 )   $ 463     $ 1,388       ($118 )   $ 1,733  
 

9


 

     The following table sets forth the average yields earned on Parkvale’s interest-earning assets and the average rates paid on its interest-bearing liabilities for the periods indicated, the resulting average interest rate spreads, the net yield on interest-earning assets and the weighted average yields and rates at June 30, 2010:
                                 
    Year Ended June 30,     At June 30,  
    2010     2009     2008     2010  
 
Average yields on (1)
                               
Loans
    5.33 %     5.72 %     5.94 %     5.16 %
Investments (2)
    3.38 %     4.57 %     5.36 %     2.90 %
Federal funds sold
    0.25 %     0.74 %     3.75 %     0.25 %
 
All interest-earning assets
    4.27 %     5.13 %     5.66 %     4.08 %
 
Average rates paid on (1)
                               
Deposits
    1.81 %     2.57 %     3.19 %     1.42 %
FHLB advances and other borrowings
    4.88 %     4.68 %     4.88 %     4.85 %
Trust preferred securities
    0.00 %     0.00 %     9.10 %     0.00 %
 
All interest-bearing liabilities
    2.21 %     2.84 %     3.42 %     1.87 %
 
Average interest rate spread
    2.06 %     2.29 %     2.24 %     2.21 %
 
Net yield on interest-earning assets (3)
    2.10 %     2.36 %     2.31 %        
 
 
(1)   Average yields and rates are calculated by dividing the interest income or expense for the period by the average daily balance for the year. The weighted averages at June 30, 2010 are based on the weighted average contractual interest rates. Nonaccrual loans are excluded in the average yield and balance calculations.
 
(2)   Includes held-to-maturity and available-for-sale investments, including mortgage-backed securities and interest-earning deposits in other banks.
 
(3)   Net interest income on a tax equivalent basis divided by average interest-earning assets.
     The following table presents the average balances of each category of interest-earning assets and interest-bearing liabilities for the periods indicated.
                         
    Year Ended June 30        
(Dollars in thousands)   2010     2009     2008  
 
Interest-earning assets
                       
Loans
  $ 1,054,840     $ 1,164,206     $ 1,205,165  
Investments, including FHLB stock
    571,545       506,996       409,856  
Federal funds sold
    150,610       92,633       114,770  
 
Total interest-earning assets
    1,776,995       1,763,835       1,729,791  
 
Noninterest-earning assets
    128,609       113,387       109,878  
 
Total assets
  $ 1,905,604     $ 1,877,222     $ 1,839,669  
Interest-bearing liabilities
                       
Deposits
  $ 1,515,540     $ 1,497,467     $ 1,465,883  
FHLB advances and other borrowings
    226,607       221,619       224,376  
Trust preferred securities
                3,484  
 
Total interest-bearing liabilities
    1,742,147       1,719,086       1,693,743  
 
Noninterest-bearing liabilities
    12,101       9,559       14,340  
 
Total Liabilities
    1,754,248       1,728,645       1,708,083  
Shareholders equity
    151,356       148,577       131,586  
 
Total liabilities and equity
  $ 1,905,604     $ 1,877,222     $ 1,839,669  
 
Net interest-earning assets
  $ 34,848     $ 44,749     $ 36,048  
 
Interest-earning assets as a % of interest-bearing liabilities
    102.0 %     102.6 %     102.1 %

10


 

An excess of interest-earning assets over interest-bearing liabilities enhances a positive interest rate spread.
Net Interest Income
     Net interest income is the difference between interest earned on loans, investments and federal funds sold and interest paid for deposits and borrowings. A positive interest rate spread is enhanced when interest-earning assets exceed interest-bearing liabilities, which results in increased net interest income.
     Net interest income decreased by $4.3 million or 10.3% from fiscal 2009 to fiscal 2010. The average interest rate spread decreased to 2.06% in fiscal 2010 from 2.29% in fiscal 2009, and the average net interest-earning assets decreased $9.9 million. In fiscal 2009, net interest income increased by $1.7 million or 4.3%. The average interest rate spread increased from 2.24% in fiscal 2008 to 2.29% in fiscal 2009, and average net interest-earning assets increased $8.7 million between the two years.
     At June 30, 2010, the weighted average yield on loans, investments and federal funds sold was 4.08%. The average rate payable on liabilities was 1.42% for deposits, 4.85% for borrowings and 1.87% for combined deposits and borrowings.
Provision for Loan Losses
     The provision for loan losses is the amount added to the allowance against which loan losses are charged. The provision for loan losses was $7.4 million in fiscal 2010, $6.8 million in fiscal 2009, and $2.3 million in fiscal 2008. The provision increased by $694,000 or 10.3% in fiscal 2010 compared to fiscal 2009. Aggregate allowances were 1.83% of gross loans as of June 30, 2010 compared to 1.60% at June 30, 2009. Management believes the allowance for loan losses is adequate to cover the amount of probable credit losses in the loan portfolio as of June 30, 2010. Parkvale’s nonperforming assets and allowance for loan losses are discussed earlier in this section. In addition, see “Critical Accounting Policies and Judgments — Allowance for Loan Losses.”
Noninterest Income
     Total noninterest income decreased by $8.8 million or 49.9% in fiscal 2010 due primarily to an $8.6 million increase in non-cash debt security impairment charges of $39.0 million compared to $30.4 million in fiscal 2009. Fee income derived from deposit accounts decreased $10,000 and other fees and service charges on loan accounts decreased $7,000 or less than 1%. The net gain on sale of securities increased by $126,000 or 5.6% in fiscal 2010. The fiscal 2010 writedowns were attributable to pooled trust preferred and non-agency CMO securities. See Note J of “Notes to the Consolidated Financial Statements” for additional details. Total noninterest income decreased by $26.2 million or 309.4% in fiscal 2009. Fee income derived from deposit accounts decreased $523,000, while other fees and service charges on loan accounts increased $103,000. The net loss on sale and writedown of securities increased by $25.5 million. The fiscal 2009 net loss on writedowns of securities of $28.1 million was partially offset by $186,000 of gains on held for sale mortgage loans.
     Other income decreased by $328,000 or 13.4% in fiscal 2010, and decreased $190,000 or 7.2% in fiscal 2009. The income on bank owned life insurance decreased by $2,000 in fiscal 2010 compared to a $24,000 increase in fiscal 2009. Investment service fee income earned by Parkvale Financial Services investment representatives decreased to $892,000 in fiscal 2010 from $921,000 in fiscal 2009 and was $1.0 million fiscal 2008.
Noninterest Expense
     Total noninterest expense increased by $1.0 million or 3.4% in fiscal 2010 and by $797,000 or 2.8% in fiscal 2009 over fiscal 2008.
     Compensation and employee benefits decreased by $880,000 or 5.5% during fiscal 2010 and by $507,000 or 3.1% during fiscal 2009 over the respective prior periods. Stock compensation expense recognized for stock option grants was

11


 

$27,000 in fiscal 2010 compared to $89,000 in fiscal 2009. The decrease in compensation expense during fiscal 2010 and fiscal 2009 is due primarily to a reduction in the amount of incentive compensation being accrued. Parkvale is not able to pay or accrue any cash bonuses to its five most highly compensated employees until the Series A Preferred Stock is redeemed, and other benefits have been reduced.
     Office occupancy expense decreased by $91,000 or 2.0% in fiscal 2010 and increased by $59,000 or 1.3% in fiscal 2009 over the respective prior periods. The 2010 decrease relates to lower levels of depreciation. The 2009 increase relates to higher utility rates and repair costs to maintain the main office building.
     Marketing expenses decreased by $121,000 or 26.2% in fiscal 2010 and by $116,000 or 20.1% in fiscal 2009 over the respective periods.
     Deposits at the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) through the Deposit Insurance Fund (“DIF”). FDIC insurance expense was $2.9 million, $1.2 million and $167,000 during fiscal years 2010, 2009 and 2008, respectively. The Bank received a credit of $1.5 million in June 2007 that was utilized throughout fiscal 2009 and fiscal 2008 to offset FDIC premiums by $746,000 and $758,000, respectively. The credit balance was fully utilized by June 30, 2009. As a result of increased FDIC insurance premium rates and full utilization of the credit, FDIC insurance expense increased to $2.9 million for fiscal 2010 compared to $1.2 million during fiscal 2009. On May 22, 2009, the FDIC announced a five basis point special assessment on each insured depository institution’s assets minus its Tier 1 capital as of June 30, 2009. The amount of the special assessment for any institution was not to exceed ten basis points times the institution’s domestic deposit assessment base for the second quarter 2009 risk-based assessment. The FDIC special assessment of $880,000 was expensed at June 30, 2009, accounting for most of the $988,000 increase in expense for fiscal 2009 compared to fiscal 2008. See “Regulation —Regulation of the Bank — Insurance of Accounts” section in Item 1 of this report.
     Other expense increased by $386,000 or 7.2% in fiscal 2010 primarily due to higher levels of legal expense related to the collection of past due loans. The amortization expense of core deposit intangibles was $909,000 in fiscal years 2010, 2009 and 2008. Other expense increased by $384,000 or 7.7% in fiscal 2009 compared to fiscal 2008 due to data processing expense related to enhancements to products and services, primarily for image processing of check deposits.
Income Taxes
     Federal and state income tax benefit increased by $7.9 million in fiscal 2010 due to an increase in pre-tax loss compared to fiscal year 2009. In fiscal 2009, federal and state tax expense decreased by $7.3 million due to a pre-tax loss in fiscal 2009, offset by an additional valuation allowance on equity security writedowns of $2.4 million. In fiscal 2010, $734,000 of the valuation allowance was reversed due to the subsequent recovery on the sale of preferred stock. This additional benefit resulted in an overall effective tax rate of (39.2%) for fiscal 2010. The effective tax benefit rate in fiscal 2009 is lower at (22.0%) than the federal statutory tax rate due to the reversal of tax benefits from the recording of $2.4 million of tax valuation allowance from equity securities writedowns. In fiscal 2008, the effective tax rate is lower at 26.5% as a result of the tax benefits of certain investments made by the Company and its subsidiaries.
Commitments
     At June 30, 2010, Parkvale was committed under various agreements to originate fixed and adjustable-rate mortgage loans aggregating $3.1 million and $838,000, respectively, at rates ranging from 4.344% to 5.217% for fixed rate and 3.729% to 5.00% for adjustable-rate loans, and had $83.5 million of unused consumer lines of credit and $13.4 million in unused commercial lines of credit. Parkvale was committed to fund commercial development loans in process of $3.4 million and residential loans in process of $3.8 million. Parkvale was also committed to originate commercial loans totaling $3.0 million at June 30, 2010. Outstanding letters of credit totaled $7.1 million at June 30, 2010.

12


 

Liquidity and Capital Resources
     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. Parkvale uses its asset/liability management policy and contingency funding plan to control and manage liquidity risk.
     Federal funds sold decreased $14.7 million or 9.8% from June 30, 2009 to June 30, 2010. Investment securities held to maturity decreased $60.6 million or 12.0% due primarily to the reclassification of $59.8 million of non-agency CMO securities to available for sale, interest-earning deposits in other institutions decreased $3.1 million or 79.5%, loans decreased $76.6 million or 6.9% from June 30, 2009 to June 30, 2010, and prepaid expenses and other assets increased $30.0 million or 62.9%. Deposits decreased $23.2 million or 1.5% from June 30, 2009 to June 30, 2010, and advances from the Federal Home Loan Bank decreased $229,000 or 0.1%. Parkvale Bank’s FHLB advance available maximum borrowing capacity was $547.1 million at June 30, 2010. If Parkvale were to experience a deposit decrease in excess of the available cash resources and cash equivalents, the FHLB borrowing capacity could be utilized to fund a rapid decrease in deposits. During the December 2008 quarter, Parkvale borrowed $25.0 million and issued $31.8 million of preferred stock. See the discussion below.
     TARP Capital Purchase Program: On October 14, 2008, the United States Department of the Treasury (the “Treasury”) announced a voluntary Capital Purchase Program (the “CPP”) under which the Treasury will purchase senior preferred shares from qualifying financial institutions. The plan is part of the $700 billion Emergency Economic Stabilization Act signed into law in October 2008.
     On December 23, 2008, pursuant to the CPP established by the Treasury, Parkvale entered into a Letter Agreement, which incorporates by reference the Securities Purchase Agreement — Standard Terms, with the Treasury (the “Agreement”), pursuant to which Parkvale issued and sold to the Treasury for an aggregate purchase price of $31,762,000 in cash (i) 31,762 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share, having a liquidation preference of $1,000 per share (the “Series A Preferred Stock”), and (ii) a ten-year warrant to purchase up to 376,327 shares of common stock, par value $1.00 per share, of Parkvale (“Common Stock”), at an initial exercise price of $12.66 per share, subject to certain anti-dilution and other adjustments (the “Warrant”).
     The Series A Preferred Stock pays cumulative dividends at a rate of 5% per annum on the liquidation preference for the first five years, and thereafter at a rate of 9% per annum. The Series A Preferred Stock has no maturity date and ranks senior to the Common Stock (and pari passu with Parkvale’s other authorized shares of preferred stock, of which no shares are currently outstanding) with respect to the payment of dividends and distributions and amounts payable in the unlikely event of any future liquidation or dissolution of Parkvale. Parkvale may redeem the Series A Preferred Stock at a price of $1,000 per share plus accrued and unpaid dividends, subject to the concurrence of the Treasury and its federal banking regulators. Prior to December 23, 2011, unless the Corporation has redeemed the Series A Preferred Stock or the Treasury has transferred the Series A Preferred Stock to a third party, the consent of the Treasury will be required for the Corporation to increase its Common Stock dividend or repurchase its Common Stock or other equity or capital securities, other than in certain circumstances specified in the Agreement.
     The Warrant is immediately exercisable. The Warrant provides for the adjustment of the exercise price and the number of shares of Common Stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of Common Stock, and upon certain issuances of Common Stock at or below a specified price relative to the then-current market price of Common Stock. The Warrant expires ten years from the issuance date. Pursuant to the Agreement, the Treasury has agreed not to exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant.
     Term Debt: On December 30, 2008, the Corporation entered into a Loan Agreement with PNC Bank, National Association (“PNC”) for a term loan in the amount of $25.0 million (the “Loan”). The Loan pays interest at a rate equal to LIBOR plus three hundred and twenty five basis points, payable quarterly. Principal on the Loan is due and payable in fifteen consecutive quarterly payments of $625,000, commencing on March 31, 2010, with the remaining outstanding balance, which is scheduled to be $15,625,000, due and payable on December 31, 2013 (the “Maturity Date”). The outstanding balance due under the credit facility may be repaid, at any time, in whole or in part at the Corporation’s option. In connection with the Loan, the Corporation executed a Term Note, dated December 30, 2008, to evidence the Loan and a Pledge Agreement, dated December 30, 2008, whereby the Corporation granted PNC a security interest in the outstanding capital stock of Parkvale Savings Bank, the wholly owned subsidiary of the Corporation. The Loan

13


 

Agreement contains customary and standard provisions regarding representations and warranties of the Corporation, covenants and events of default. If the Corporation has an event of default, the interest rate of the loan may increase by 2% during the period of default. As of June 30, 2010, the Corporation did not meet the terms related to one of the financial covenants contained in the Loan Agreement, which is considered an event of default. This increased the interest rate on the term debt by 2%, which will result in a $125,000 quarterly increase in interest expense.
     On January 7, 2009, the Corporation entered into swap arrangements with PNC to convert portions of the LIBOR floating interest rates to fixed interest rates for three and five years. Under the swap agreements after the effects of the add-on of 325 basis points to LIBOR, $5.0 million matures on December 31, 2011 at a rate of 4.92% and an additional $15.0 million matures on December 31, 2013 at a rate of 5.41%.
     In January 2009, the Corporation entered into interest rate swap contracts to modify the interest rate characteristics of designated debt instruments from variable to fixed in order to reduce the impact of changes in future cash flows due to interest rate changes. The Corporation hedged its exposure to the variability of future cash flows for all forecasted transactions for a maximum of three to five years for hedges converting an aggregate of $20.0 million in floating-rate debt to fixed. The fair value of these derivatives, totaling an $819,000 loss at June 30, 2010, is reported as a contra account in other liabilities and offset in accumulated other comprehensive income for the effective portion of the derivatives. Ineffectiveness of these swaps, if any, is recognized immediately in earnings. The change in value of these derivatives was ($819,000) for fiscal 2010.
     Interest rate swap contracts involve the risk of dealing with counterparties and their ability to meet contractual terms. When the fair value of a derivative instrument contract is positive, this generally indicates that the counter party or customer owes the Corporation, and results in credit risk to the Corporation. When the fair value of a derivative instrument contract is negative, the Corporation owes the customer or counterparty and therefore, has no credit risk.
     In light of the significant loss incurred during the 2009 fiscal year, the Board of Directors reduced the dividend from the rate of $0.22 per common share per quarter to $0.05 per common share per quarter on June 18, 2009. In doing so, the Board of Directors considered various factors, including the possibility of non-performing loans continuing to increase, the possibility of additional impairment charges on investment securities and goodwill, the capital needs of the Bank, the Corporation’s liquidity, and the level of dividends being paid by peer companies. If additional investment securities become other than temporarily impaired or if the Corporation’s goodwill is deemed impaired in a future quarter, impairment charges could have a material adverse effect on Parkvale’s capital and results of operations. The quarterly dividend rate during fiscal 2010 was $.05 per common share.
     Shareholders’ equity decreased $31.8 million or 21.1% at June 30, 2010 compared to June 30, 2009. Accumulated other comprehensive (loss) income was ($13.4) million at June 30, 2010. Dividends declared per common share in fiscal 2010 were $1.1 million (equal to $0.20 per common share), representing 6.1% of net loss for the fiscal year ended June 30, 2010. No treasury stock was purchased in fiscal 2010. The book value of Parkvale’s common stock decreased 28.1% to $15.77 per share at June 30, 2010 from $21.92 per share at June 30, 2009, primarily due to the net loss reported in fiscal 2010.
     The Bank is a wholly owned subsidiary of PFC. The Bank’s primary regulators are the FDIC and the Pennsylvania Department of Banking. The Office of Thrift Supervision retains jurisdiction over Parkvale Financial Corporation due to its status as a unitary savings and loan holding company. The Bank continues to maintain a “well capitalized” status, reporting a 6.19% Tier 1 capital level as of June 30, 2010 compared to 7.57% Tier 1 capital level at June 30, 2009. Adequate capitalization allows Parkvale to continue building shareholder value through traditionally conservative operations and potentially profitable growth opportunities. Management is not aware of any trends, events, uncertainties or recommendations by any regulatory authority that will have, or that are reasonably likely to have, material adverse effects on Parkvale’s liquidity, capital resources or operations. However, if additional provisions for loan losses or write-downs of investment securities become material in a weak economy, our net income and capital ratios would be adversely affected.
Critical Accounting Policies and Judgments
     Parkvale’s consolidated financial statements are prepared based upon the application of certain accounting policies, the most significant of which are described in Note A of the “Notes to Consolidated Financial Statements —

14


 

Significant Accounting Policies”. Certain policies require numerous estimates and strategic or economic assumptions that may prove to be inaccurate or subject to variations and may significantly affect Parkvale’s reported results and financial position in future periods. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on Parkvale’s future financial condition and results of operations.
     Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
     The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
     The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those 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 nonclassified loans and is based on historical charge-off experience and expected loss derived from Parkvale’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.
     A loan is considered impaired when, based on current information and events, it is probable that Parkvale will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
     Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, Parkvale does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.
     Securities — Held to Maturity, Available for Sale and Other Than Temporarily Impaired. Certain debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Trading securities are recorded at fair value with changes in fair value included in earnings. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
     The recent accounting guidance amends the recognition guidance for other-than-temporary impairments of debt securities and expands the financial statement disclosures for other-than-temporary impairment losses on debt and equity securities. The recent guidance replaced the “intent and ability” indication in current guidance by specifying that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an

15


 

other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income for the noncredit portion of a previous other-than-temporary impairment should be amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.
     As a result of this guidance, Parkvale’s consolidated statement of operations as of June 30, 2010 reflects the full impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities that Parkvale intends to sell or would more-likely-than-not be required to sell before the expected recovery of the amortized cost basis. For available-for-sale and held-to-maturity debt securities that management has no intent to sell and believes that it more-likely-than-not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the non-credit loss is recognized in other comprehensive income, net of applicable taxes.
     For equity securities, when Parkvale has decided to sell an impaired available-for-sale security and the entity does not expect the fair value of the security to fully recover before the expected time of sale, the security is deemed other-than-temporarily impaired in the period in which the decision to sell is made. Parkvale recognizes an impairment loss when the impairment is deemed other than temporary even if a decision to sell has not been made.
     Foreclosed Real Estate. Real estate properties acquired through, or in lieu of, loan foreclosure are recorded at the lower of the carrying amount or fair value of the property less cost to sell. After foreclosure, management periodically performs valuations and a valuation allowance is established for declines in the fair value less cost to sell below the property’s carrying amount. Revenues, expenses and changes in the valuation allowance are included in the statement of operations. Gains and losses upon disposition are reflected in earnings as realized. Foreclosed real estate at June 30, 2010 included nine commercial properties aggregating $3.4 million of commercial property and 33 single-family properties aggregating $5.2.
     Goodwill and Other Intangible Assets. At June 30, 2010, Parkvale has $2.9 million of core deposit intangible assets subject to amortization and $25.6 million in goodwill, which is not subject to periodic amortization. Parkvale determined the amount of identifiable intangible assets based upon independent core deposit analyses.
     Goodwill arising from business acquisitions represents the value attributable to unidentifiable intangible elements in the business acquired. Parkvale’s goodwill relates to value inherent in the banking business, and the value is dependent upon Parkvale’s ability to provide quality, cost effective services in the face of competition from other market participants on a regional basis. This ability relies upon continuing investments in processing systems, the development of value-added service features, and the ease of use of Parkvale’s services. As such, goodwill value is supported ultimately by revenue, which is driven by the volume of business transacted. A decline in earnings as a result of a lack of growth or the inability to deliver cost effective services over sustained periods can lead to impairment of goodwill, which could result in a charge and adversely impact earnings in future periods. See Note A of Notes to Consolidated Financial Statements for additional information as of June 30, 2010.
     Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded on the consolidated balance sheet for future tax consequences that arise from the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Changes in tax rates are recognized in the financial statements during the period they are enacted. When a deferred tax asset or liability, or a change thereto, is recorded on the consolidated balance sheet, deferred tax (benefit) or expense is recorded for GAAP purposes in the income tax (benefit) expense line of the consolidated statement of operations for purposes of determining the current period’s net income. The principal types of differences between assets and liabilities for financial statement and tax return purposes are net operating losses, allowance for loan and lease losses, deferred loan fees, deferred compensation and unrealized gains or losses on investment securities available for sale.
     Deferred tax assets are recorded on the consolidated statement of financial condition at net realizable value. An assessment is performed each reporting period to evaluate the amount of deferred tax asset it is more likely than not to realize. Realization of deferred tax assets is dependent upon the amount of taxable income expected in future periods, as

16


 

tax benefits require taxable income to be realized. If a valuation allowance is required, the deferred tax asset on the consolidated statement of financial condition is reduced via a corresponding income tax expense in the consolidated statement of operations
Impact of Inflation and Changing Prices
     The financial statements and related data presented herein have been prepared in accordance with accounting principles generally accepted in the United States, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services as measured by the consumer price index.
Forward Looking Statements
     Certain statements in this report are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “target,” “plan,” “project” or “continue” or the negatives thereof or other variations thereon or similar terminology, and are made on the basis of management’s current plans and analyses of the Corporation, its business and the industry as a whole. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors in some cases could affect the Corporation’s financial performance and could cause actual results to differ materially from those expressed or implied in such forward-looking statements. The Corporation does not undertake to update or revise its forward-looking statements even if experience or future changes make it clear that the Corporation will not realize any projected results expressed or implied therein.

17


 

Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Parkvale Financial Corporation
We have audited the consolidated statements of financial condition of Parkvale Financial Corporation and subsidiaries as of June 30, 2010 and 2009 and the related consolidated statements of operations, cash flows and shareholders’ equity for each of the years in the three-year period ended June 30, 2010. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Parkvale Financial Corporation and subsidiaries as of June 30, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended June 30, 2010 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note G to the consolidated financial statements, the Parkvale Financial Corporation’s regulatory capital amounts for the year ended June 30, 2010 have been restated.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Parkvale Financial Corporation’s internal control over financial reporting as of June 30, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated September 13, 2010 expressed an unqualified opinion.
/s/ ParenteBeard LLC
Pittsburgh, Pennsylvania
September 13, 2010, except for Note G, as to which the date is November 12, 2010

18


 

PARKVALE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 
(Dollar amounts in thousands, except share data)   June 30,  
Assets   2010     2009  
 
Cash and noninterest-earning deposits
  $ 17,736     $ 15,381  
Federal funds sold
    135,773       150,510  
 
                 
Cash and cash equivalents
    153,509       165,891  
 
               
Interest-earning deposits in other banks
    801       3,899  
Investment securities available for sale at fair value (cost of $65,778 in 2010 and $8,215 in 2009) (Note B)
    65,770       9,679  
Investment securities held to maturity (fair value of $437,931 in 2010 and $438,745 in 2009) (Note B)
    443,452       504,029  
Federal Home Loan Bank Stock, at cost (Note A)
    14,357       13,826  
Loans, net of allowance of $19,209 in 2010 and $17,960 in 2009 (Note C)
    1,032,363       1,108,936  
Foreclosed real estate, net (Note D)
    8,637       5,694  
Office properties and equipment, net (Note D)
    17,374       18,073  
Goodwill (Note A)
    25,634       25,634  
Intangible assets and deferred charges (Note A)
    2,877       3,786  
Prepaid expenses and other assets (Note L)
    77,606       47,659  
 
Total assets
  $ 1,842,380     $ 1,907,106  
 
 
               
Liabilities and Shareholders’ Equity
               
 
               
Liabilities
               
 
Deposits (Note E)
  $ 1,488,073     $ 1,511,248  
Advances from Federal Home Loan Bank (Note F)
    185,973       186,202  
Other debt (Note F)
    13,865       21,261  
Term debt (Note F)
    23,750       25,000  
Advance payments from borrowers for taxes and insurance
    7,526       7,359  
Other liabilities (Note L)
    4,249       5,276  
 
Total liabilities
    1,723,436       1,756,346  
 
 
               
Shareholders’ Equity (Note G and I)
               
 
 
               
Preferred stock ($1.00 par value; 5,000,000 shares authorized; 31,762 shares issued)
    31,762       31,762  
Common stock ($1.00 par value; 10,000,000 shares authorized; 6,734,894 shares issued)
    6,735       6,735  
Additional paid-in capital
    2,734       4,116  
Treasury stock at cost — 1,205,683 shares in 2010 and 1,307,199 shares in 2009
    (25,193 )     (27,314 )
Accumulated other comprehensive loss
    (13,413 )     (10 )
Retained earnings
    116,319       135,471  
 
Total shareholders’ equity
    118,944       150,760  
 
Total liabilities and shareholders’ equity
  $ 1,842,380     $ 1,907,106  
 
See Notes to Consolidated Financial Statements.

19


 

PARKVALE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
                         
    Years ended June 30,  
(Dollar amounts in thousands, except per share data)   2010     2009     2008  
Interest Income:
                       
Loans
  $ 56,178     $ 66,649     $ 71,602  
Investments
    19,303       23,147       21,974  
Federal funds sold
    380       687       4,306  
 
Total interest income
    75,861       90,483       97,882  
 
 
                       
Interest Expense:
                       
Deposits (Note E)
    27,460       38,483       46,722  
Borrowings
    11,055       10,363       10,939  
Trust preferred securities
                317  
 
Total interest expense
    38,515       48,846       57,978  
 
 
                       
Net interest income
    37,346       41,637       39,904  
Provision for loan losses (Note C)
    7,448       6,754       2,331  
 
Net interest income after provision for loan losses
    29,898       34,883       37,573  
 
 
                       
Noninterest Income:
                       
Other-than-temporary impairment losses (Note J)
    (64,662 )     (31,629 )     (3,155 )
Non-credit related losses recognized in other comprehensive income
    25,685       1,266        
 
                 
Net impairment losses recognized in earnings
    (38,977 )     (30,363 )     (3,155 )
Service charges on deposit accounts
    6,448       6,458       6,981  
Other service charges and fees
    1,506       1,513       1,410  
Net gain on sale of assets (Note J)
    2,372       2,246       581  
Other
    2,117       2,445       2,635  
 
Total noninterest income
    (26,534 )     (17,701 )     8,452  
 
 
                       
Noninterest Expense:
                       
Compensation and employee benefits
    15,033       15,913       16,420  
Office occupancy
    4,508       4,599       4,540  
Marketing
    340       461       577  
FDIC insurance
    2,864       1,155       167  
Office supplies, telephone and postage
    1,911       1,902       1,851  
Other
    5,776       5,390       5,068  
 
Total noninterest expense
    30,432       29,420       28,623  
 
 
                       
(Loss) income before income tax expense
    (27,068 )     (12,238 )     17,402  
Income tax (benefit) expense (Note H)
    (10,603 )     (2,696 )     4,599  
                   
Net (loss) income
    ($16,465 )     ($9,542 )   $ 12,803  
Preferred Stock Dividend
    1,588       829        
 
(Loss) income to common stockholders
    ($18,053 )     ($10,371 )   $ 12,803  
 
 
                       
Net (loss) income per share:
                       
Basic
    ($3.30 )     ($1.90 )   $ 2.33  
Diluted
    ($3.30 )     ($1.90 )   $ 2.31  
See Notes to Consolidated Financial Statements.

20


 

PARKVALE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
                         
    Years ended June 30,  
(Dollar amounts in thousands)   2010     2009     2008  
 
Cash flows from operating activities:
                       
Interest received
  $ 75,279     $ 88,425     $ 98,392  
Loan fees received
    545       672       320  
Disbursements of student loans
          (30 )     (1,244 )
Proceeds from sales of student loans
          365       1,004  
Other fees and commissions received
    8,971       9,313       9,948  
Interest paid
    (38,706 )     (49,073 )     (58,346 )
Cash paid to suppliers and employees
    (38,154 )     (28,757 )     (22,239 )
Income taxes paid
    (1,720 )     (4,300 )     (7,510 )
 
Net cash provided by operating activities
    6,215       16,615       20,325  
Cash flows from investing activities:
                       
Proceeds from sales of investment securities available for sale
    2,381       3,012       2,284  
Proceeds from maturities of investments
    376,195       178,175       285,875  
Purchase of investment securities available for sale
    (532 )           (9,018 )
Purchase of investment securities held to maturity
    (431,824 )     (284,640 )     (361,665 )
Maturity (purchase) of deposits in other banks
    3,098       3,353       (2,449 )
Purchase of loans
    (6,270 )           (87,667 )
Principal collected on loans
    242,077       234,634       307,564  
Loan sales
    7,527       16,237        
Loans made to customers, net of loans in process
    (177,290 )     (167,949 )     (190,745 )
Capital expenditures, net of proceeds from sales of capital assets
    (300 )     (316 )     (2,693 )
 
Net cash provided by (used in) investing activities
    15,062       (17,494 )     (58,514 )
Cash flows from financing activities:
                       
Net increase in checking and savings accounts
    67,900       19,799       22,550  
Net (decrease) increase in certificates of deposit
    (91,076 )     (2,235 )     2,132  
Repayment of FHLB advances
    (25 )     (5,024 )     (20,024 )
Net (decrease) increase in other borrowings
    (7,396 )     (705 )     8,860  
Repayment of term debt
    (1,250 )            
Proceeds from term debt
          25,000        
Redemption of trust preferred securities
                (7,200 )
Net increase (decrease) in borrowers advances for tax and insurance
    167       (396 )     89  
Proceeds from issuance of preferred stock
          31,762        
Dividends paid
    (2,682 )     (5,427 )     (4,861 )
Contribution to benefit plans
    703             864  
Payment for treasury stock
          (717 )     (4,949 )
Proceeds from exercise of stock options
          21       172  
 
Net cash used in financing activities
    (33,659 )     (62,078 )     (2,367 )
 
Net (decrease) increase in cash and cash equivalents
    (12,382 )     61,199       (40,556 )
Cash and cash equivalents at beginning of year
    165,891       104,692       145,248  
 
Cash and cash equivalents at end of year
  $ 153,509     $ 165,891     $ 104,692  
 

21


 

                         
    Years ended June 30,  
(Dollar amounts in thousands)   2010     2009     2008  
 
Reconciliation of net (loss) income to net cash provided by operating activities:
                       
Net (loss) income
    ($16,465 )     ($9,542 )   $ 12,803  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
                       
Depreciation and amortization
    1,907       2,004       2,138  
Accretion and amortization of fees and discounts
    (1,526 )     (2,675 )     (1,358 )
Loan fees collected and deferred
    152       105       73  
Provision for loan losses
    7,448       6,754       2,331  
Net loss on sale and writedown of securities
    36,605       28,117       2,574  
Increase in accrued interest receivable
    820       634       1,610  
Increase in other assets
    (30,780 )     (6,997 )     (3,439 )
Increase (Decrease) in accrued interest payable
    37       (34 )     (181 )
Increase (decrease) in other liabilities
    8,017       (1,751 )     3,774  
 
Total adjustments
    22,680       26,157       7,522  
 
Net cash provided by operating activities
  $ 6,215     $ 16,615     $ 20,325  
 
See Notes to Consolidated Financial Statements.
PARKVALE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
                                                         
                                    Accumulated                
                    Additional             Other             Total  
    Preferred     Common     Paid-In     Treasury     Comprehensive     Retained     Shareholders’  
(Dollar amounts in thousands)   Stock     Stock     Capital     Stock     (Loss) Income     Earnings     Equity  
 
Balance at July 1, 2007
  $     $ 6,735     $ 3,717       ($22,695 )   $ 176     $ 141,737     $ 129,670  
 
2008 net income
                                            12,803       12,803  
Accumulated other comprehensive income:
                                                       
Change in unrealized gain (loss) on securities, net of deferred tax expense of $(439)
                                    (763 )                
Reclassification adjustment, net of taxes of $(939)
                                    (1,635 )             (2,398 )
                                                       
Comprehensive income
                                                    10,405  
Treasury stock purchased
                            (4,949 )                     (4,949 )
Treasury stock contributed to benefit plans
                            864                       864  
Recognition of stock option compensation expense
                    272                               272  
Exercise of stock options
                    37       162                       199  
Cash dividends declared on common stock at $0.88 per share
                                            (4,830 )     (4,830 )
 
Balance at June 30, 2008
  $     $ 6,735     $ 4,026       ($26,618 )   $ (2,222 )   $ 149,710     $ 131,631  
 
2009 net (loss)
                                            (9,542 )     (9,542 )
Accumulated other comprehensive income:
                                                       
Change in swap liability
                                    326                  
Change in unrealized gain (loss) on securities, net of deferred tax expense of $(1,976)
                                    (3,437 )                
Reclassification adjustment, net of taxes of $3,060
                                    5,323               2,212  
                                                       

22


 

                                                         
                                    Accumulated                
                    Additional             Other             Total  
    Preferred     Common     Paid-In     Treasury     Comprehensive     Retained     Shareholders’  
(Dollar amounts in thousands)   Stock     Stock     Capital     Stock     (Loss) Income     Earnings     Equity  
 
Comprehensive income
                                                    (7,330 )
Issuance of Preferred Stock
  $ 31,762                                               31,762  
Treasury stock purchased
                            (717 )                     (717 )
Recognition of stock option compensation expense
                    90                               90  
Exercise of stock options
                          21                       21  
Cash dividends declared on 5% preferred stock
                                            (829 )     (829 )
Cash dividends declared on common stock at $0.71 per share
                                            (3,868 )     (3,868 )
 
Balance at June 30, 2009
  $ 31,762     $ 6,735     $ 4,116       ($27,314 )     ($10 )   $ 135,471     $ 150,760  
 
2010 net (loss)
                                            (16,465 )     (16,465 )
Change in Swap Liability
                                    (819 )                
Change in unrealized gain on securities, net of deferred tax expense $6,769
                                    10,660                  
Reclassification adjustment, net of taxes of $(13,361)
                                    (23,244 )             (13,403 )
                                                       
Comprehensive income
                                                    (29,868 )
Recognition of stock option compensation expense
                    27                               27  
Allocation of treasury stock to retirement plans
                    (1,409 )     2,121                       712  
Cash dividends declared on 5% preferred stock
                                            (1,588 )     (1,588 )
Cash dividends declared on common stock at $0.20 per share
                                            (1,099 )     (1,099 )
 
Balance at June 30, 2010
  $ 31,762     $ 6,735     $ 2,734       ($25,193 )     ($13,413 )   $ 116,319     $ 118,944  
 
See Notes to Consolidated Financial Statements.
Notes to Consolidated Financial Statements
Note A – Significant Accounting Policies
(Dollar amounts in thousands, except per share data)
Principles of Consolidation
     The accompanying consolidated financial statements include the accounts of Parkvale Financial Corporation (“PFC“or the “Corporation”), its wholly owned subsidiary, Parkvale Savings Bank (the “Bank”) and its wholly owned subsidiaries. PFC and the Bank are collectively referred to as “Parkvale”. All significant intercompany transactions and balances have been eliminated in consolidation.
Business
     The primary business of Parkvale consists of attracting deposits from the general public in the communities that it serves and investing such deposits, together with other funds, in residential real estate loans, consumer loans, commercial loans and investment securities. Parkvale focuses on providing a wide range of consumer and commercial services to individuals, partnerships and corporations in the tri-state area, which comprises its primary market area. Parkvale is subject to the regulations of certain federal and state agencies and undergoes periodic examinations by certain regulatory authorities.

23


 

Revenue Recognition
     Income on loans and investments is recognized as earned on the accrual method. Service charges and fees on loans and deposit accounts are recognized at the time the customer account is charged.
Operating Segments
     An operating segment is defined as a component of an enterprise that engages in business activities, which generates revenue and incurs expense, and with the operating results reviewed by management. Parkvale’s business activities are currently confined to one operating segment, which is community banking.
Use of Estimates
     The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reported 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, securities (held to maturity, available for sale and other than temporarily impaired), foreclosed real estate, goodwill and intangible assets and income taxes, including valuation of deferred tax assets.
Reclassification
     Certain amounts in the 2009 and 2008 consolidated financial statements have been reclassified to conform to the 2010 presentation.
Subsequent Events
     The Corporation evaluated and disclosed all material subsequent events that provide evidence about conditions that existed as of June 30, 2010.
Cash and Noninterest-Earning Deposits
     The Bank is required to maintain cash and reserve balances with the Federal Reserve Bank. The reserve calculation is currently 0% of the first $10,700 of checking deposits, 3% of the next $44,500 of checking deposits and 10% of total checking deposits over $55,200. These required reserves, net of allowable credits, amounted to $5,374 at June 30, 2010. Such reserves are generally maintained with vault cash and to a lesser extent balances with the Federal Reserve.
Securities – Held to Maturity, Available for Sale and Other than Temporary Impairment
     Certain debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Trading securities are recorded at fair value with changes in fair value included in earnings. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
     The recent accounting guidance amends the recognition guidance for other-than-temporary impairments of debt securities and expands the financial statement disclosures for other-than-temporary impairment losses on debt and equity securities. The recent guidance replaced the “intent and ability” indication in current guidance by specifying that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not, the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive

24


 

income. For held-to-maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income for the noncredit portion of a previous other-than-temporary impairment should be amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.
     As a result of this guidance, Parkvale’s consolidated statement of operations as of June 30, 2010 reflects the full impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities that Parkvale intends to sell or would more-likely-than-not be required to sell before the expected recovery of the amortized cost basis. For available-for-sale and held-to-maturity debt securities that management has no intent to sell and believes that it more-likely-than-not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the non-credit loss is recognized in other comprehensive income, net of applicable taxes.
     For equity securities, when Parkvale has decided to sell an impaired available-for-sale security and the entity does not expect the fair value of the security to fully recover before the expected time of sale, the security is deemed other-than-temporarily impaired in the period in which the decision to sell is made. Parkvale recognizes an impairment loss when the impairment is deemed other-than-temporary even if a decision to sell has not been made.
Federal Home Loan Bank Stock
     Parkvale, as a member of the Federal Home Loan Bank (FHLB) system, is required to maintain an investment in capital stock of the FHLB. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost. In December 2008, the FHLB declared a moratorium on the redemption of its stock. At its discretion, the FHLB may declare dividends on the stock. However, since 2009 the FHLB suspended its dividend. Management reviews for impairment based on the ultimate recoverability of the cost basis in the FHLB stock.
     Members do not purchase stock in the FHLB for the same reasons that traditional equity investors acquire stock in an investor-owned enterprise. Rather, members purchase stock to obtain access to the low-cost products and services offered by the FHLB. Unlike equity securities of traditional for-profit enterprises, the stock of FHLB does not provide its holders with an opportunity for capital appreciation because, by regulation, FHLB stock can only be purchased, redeemed and transferred at par value.
     At June 30, 2010 and June 30, 2009, the Bank’s FHLB stock totaled $14,357 and $13,826, respectively. The Bank accounts for the stock based on U.S. GAAP, which requires the investment to be carried at cost and evaluated for impairment based on the ultimate recoverability of the par value.
     The Bank periodically evaluates its FHLB investment for possible impairment based on, among other things, the capital adequacy of the FHLB and its overall financial condition. The FHLB exceeds all regulatory capital requirements established by the Federal Housing Finance Agency, the regulator of the FHLB. Failure by the FHLB to meet this regulatory capital requirement would require an in-depth analysis of other factors including:
    the member’s ability to access liquidity from the FHLB;
 
    the member’s funding cost advantage with the FHLB compared to alternative sources of funds;
 
    a decline in the market value of FHLB’s net assets relative to book value which may or may not affect future financial performance or cash flow;
 
    the FHLB’s ability to obtain credit and source liquidity, for which one indicator is the credit rating of the FHLB;
 
    the FHLB’s commitment to make payments taking into account its ability to meet statutory and regulatory payment obligations and the level of such payments in relation to the FHLB’s operating performance; and
 
    the prospects of amendments to laws that affect the rights and obligations of the FHLB.
     The Bank believes its holdings in the stock are ultimately recoverable at par value at June 30, 2010 and, therefore, determined that FHLB stock was not other-than-temporarily impaired. In addition, the Bank has ample liquidity and does not require redemption of its FHLB stock in the foreseeable future.

25


 

Loans
     Parkvale grants mortgage, commercial and consumer loans to customers. The ability of Parkvale’s debtors to honor their contracts is dependent upon the real estate and general economic conditions in the tri-state area.
     Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for unearned income, the allowance for loan losses, and any unamortized deferred fees or costs on originated loans, and premiums or discounts on purchased loans.
     For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.
     The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Credit card loans and other personal loans are typically charged off no later than 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.
     All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Allowance for Loan Losses
     The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
     The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay and estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
     The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those 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 nonclassified loans and is based on historical charge-off experience and expected loss derived from Parkvale’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.
     A loan is considered impaired when, based on current information and events, it is probable that Parkvale will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of

26


 

expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
     Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, Parkvale does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.
Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share for the three years ended June 30:
                         
    2010     2009     2008  
     
Numerator for basic and diluted earnings per share:
                       
Net (loss) income
    ($16,465 )     ($9,542 )   $ 12,803  
Less: Preferred stock dividend
    1,588       829        
 
                 
Net (loss) income to common shareholders
    ($18,053 )     ($10,371 )   $ 12,803  
 
                 
Denominator
                       
Weighted average shares for basic earnings per share
    5,478,332       5,451,295       5,506,550  
Effect of dilutive employee stock options
          1,058       39,556  
         
Weighted average shares for dilutive earnings per share
    5,478,332       5,452,353       5,546,106  
         
Net (loss) income per common share
                       
Basic
    ($3.30 )     ($1.90 )   $ 2.33  
Diluted
    ($3.30 )     ($1.90 )   $ 2.31  
Office Property and Equipment
     Land is carried at cost. Office property and equipment is recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the useful lives of the various classes of assets. Amortization of leasehold improvements is computed using the straight-line method over the useful lives of the leasehold. Land has an indefinite useful life, office buildings and leasehold improvements have a useful life ranging from 5-40 years and the useful life for furniture, fixtures and equipment ranges from 3-10 years. Office property and equipment have been evaluated for impairment in accordance with US GAAP and management has determined that office property and equipment are not impaired at June 30, 2010.
Foreclosed Real Estate
     Real estate properties acquired through, or in lieu of, loan foreclosure are held for sale and initially recorded at fair value of the property less cost to sell. After foreclosure, management periodically performs valuations, and a valuation allowance is established for any declines in the fair value less cost to sell below the property’s carrying amount. Revenues, expenses and changes in the valuation allowance are included in the statement of operations. Gains and losses upon disposition are reflected in earnings as realized. Loans transferred to foreclosed real estate, which is a non-cash activity, were $8,858 during fiscal 2010, $8,836 in 2009 and $3,005 in 2008. The foreclosures in the last three years were primarily due to loans on single-family dwellings foreclosed throughout the year.
Stock Compensation Plans
     Stock compensation accounting guidance requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. The stock compensation accounting guidance covers a wide range of share based compensation arrangements including stock options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. At June 30, 2010, Parkvale’s option shares are vested.

27


 

     The stock compensation accounting guidance requires that compensation cost for all stock awards be calculated and recognized over the employees’ service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. A Black-Sholes model is used to estimate the fair value of stock options, while the market price of Parkvale’s common stock at the date of grant is used for restricted stock awards.
Statement of Cash Flows
     For the purposes of reporting cash flows, cash and cash equivalents include cash and noninterest-earning deposits and federal funds sold. Additionally, allocation of treasury stock to retirement plans includes exercise of stock options and allocation to the employee stock ownership plan.
Treasury Stock
     The purchase of PFC common stock is recorded at cost. At the date of subsequent reissue, the treasury stock account is reduced by the cost of such stock on the average cost basis, with any excess proceeds being credited to additional paid-in capital.
     The repurchase program approved on June 19, 2008 expired on June 30, 2009. During fiscal 2010, Parkvale did not approve a repurchase program.
Goodwill and Other Intangible Assets
     Goodwill is the excess of the purchase price over the fair value of assets acquired in connection with a business acquisition accounted for as a purchase, and intangible assets with indefinite lives are not amortized but are reviewed annually, requiring a two-step process, or more frequently if impairment indicators arise, for impairment. Separable intangible assets that are not deemed to have an indefinite life continue to be amortized over their useful lives. Parkvale applied the non-amortization provisions to goodwill recorded on December 31, 2004 as a result of the acquisition of Advance Financial Corporation (“AFB” or “Advance”). AFB core deposit intangibles valued at $4,600 at acquisition represented 4.7% of core deposit accounts, and the premium is being amortized over the average life of 8.94 years. Resulting goodwill of $18,100 is not subject to periodic amortization. Core deposit intangible amortization expense for AFB acquired on December 31, 2004 and for Second National Bank of Masontown (“SNB” or “Masontown”) acquired on January 31, 2002 was $517 and $392 in fiscal 2010, respectively. Amortization over the next four years is expected to aggregate $1,767 and $1,110 for AFB and SNB, respectively. Goodwill and amortizing core deposit intangibles are not deductible for federal income tax purposes.
     Goodwill of $25,634 shown on the Statement of Financial Condition relates to acquisitions in fiscal 2002 (Masontown) and 2005 (Advance). The operations of both acquisitions have been fully integrated into Parkvale’s operations. All of the offices and business activities of both Masontown and Advance have been retained, remain open and are performing as expected. The market price of Parkvale’s common stock was $8.38 per share at June 30, 2010, which is below the book value of $15.77 at such date. The difference between the market value and the book value at June 30, 2010 is primarily related to the significant deterioration in the financial markets, a weakening economy and a near global credit crisis. Goodwill is tested on an annual basis as of June 30 of each year in conjunction with the Corporation’s fiscal year end but can be tested for impairment at any time if circumstances warrant.
     An independent third party was retained for the fiscal year ended June 30, 2010 to assist in determining whether an impairment of goodwill was appropriate. In a report dated July 23, 2010, the third party certified goodwill non-impairment based on the discounted cash flow estimate of fair value, and deal value to book value of equity ratios observed in recent comparable banking sector merger and acquisition transactions. Anecdotal evidence for goodwill non-impairment is also shown in the strong underlying financial foundations of Parkvale’s fair value. The third party reviewed the premiums paid in acquisitions of financial institutions that were announced or completed between October 1, 2007 and July 20, 2010. The third party reviewed the premiums paid in 36 acquisitions in the mid-Atlantic states during such period, as well as 325 acquisitions nationwide during such period. In addition to reviewing the book value multiples of all acquisitions announced or completed during the above period, the third party also reviewed the multiples for those acquisitions announced or completed since June 30, 2008, which were lower than the multiples for the entire period noted above.

28


 

     Based on their report, management determined that goodwill was not impaired at June 30, 2010. If Parkvale’s stock continues to trade significantly below its book value, if discounted cash flow estimates materially decline, or if the multiples in comparable banking sector mergers and acquisitions decline, then a goodwill impairment charge may become appropriate in a future quarter.
Marketing Costs
     Marketing costs are expensed as incurred.
Derivative Financial Instruments
     Derivatives are recognized as assets and liabilities on the consolidated statement of financial condition and measured at fair value. For exchange-traded contracts, fair value is based on quoted market prices. For nonexchange traded contracts, fair value is based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques for which the determination of fair value may require significant management judgment or estimation.
     Interest Rate Swap Agreements. For asset/liability management purposes, Parkvale uses interest rate swap agreements to hedge various exposures or to modify interest rate characteristics of various balance sheet accounts. Interest rate swaps are contracts in which a series of interest rate flows are exchanged over a prescribed period. The notional amount on which the interest payments are based is not exchanged. These swap agreements are derivative instruments and generally convert a portion of Parkvale’s variable-rate debt to a fixed rate (cash flow hedge), and convert a portion of its fixed-rate loans to a variable rate (fair value hedge).
     The gain or loss on a derivative designated and qualifying as a fair value hedging instrument, as well as the offsetting gain or loss on the hedged item attributable to the risk being hedged, is recognized currently in earnings in the same accounting period. The effective portion of the gain or loss on a derivative designated and qualifying as a cash flow hedging instrument is initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized currently in earnings.
     For cash flow hedges, the net settlement (upon close-out or termination) that offsets changes in the value of the hedged debt is deferred and amortized into net interest income over the life of the hedged debt. For fair value hedges, the net settlement (upon close-out or termination) that offsets changes in the value of the loans adjusts the basis of the loans and is deferred and amortized to loan interest income over the life of the loans. The portion, if any, of the net settlement amount that did not offset changes in the value of the hedged asset or liability is recognized immediately in noninterest income.
     Interest rate derivative financial instruments receive hedge accounting treatment only if they are designated as a hedge and are expected to be, and are, effective in substantially reducing interest rate risk arising from the assets and liabilities identified as exposing Parkvale to risk. Those derivative financial instruments that do not meet specified hedging criteria would be recorded at fair value with changes in fair value recorded in income. If periodic assessment indicates derivatives no longer provide an effective hedge, the derivative contracts would be closed out and settled, or classified as a trading activity.
     Cash flows resulting from the derivative financial instruments that are accounted for as hedges of assets and liabilities are classified in the cash flow statement in the same category as the cash flows of the items being hedged.
Income Taxes
     The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. Parkvale determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax

29


 

effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.
     Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more-likely-than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more-likely-than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Deferred tax assets 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.
     Parkvale recognizes interest and penalties on income taxes as a component of income tax expense.
Comprehensive Income
     Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains on securities available for sale, unrealized losses related to factors other than credit on debt securities, and unrealized gains and losses on cash flow hedges, which are also recognized as separate components of equity.
Recent Accounting Standards
     In February 2010, FASB issued ASU 2010-08, Technical Corrections to Various Topics. This ASU resulted from a review by the FASB of its standards to determine if any provisions are outdated, contain inconsistencies, or need clarifications to reflect the FASB’s original intent. The FASB believes the amendments do not fundamentally change U.S. GAAP. However, certain clarifications on embedded derivatives and hedging reflected in Topic 815, Derivatives and Hedging, may cause a change in the application of the guidance in Subtopic 815-15. Accordingly, the FASB provided special transition provisions for those amendments. The ASU contains various effective dates. The clarifications of the guidance on embedded derivatives and hedging (Subtopic 815-15) are effective for fiscal years beginning after December 15, 2009. The amendments to the guidance on accounting for income taxes in a reorganization (Subtopic 852-740) applies to reorganizations for which the date of the reorganization is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. All other amendments are effective as of the first reporting period (including interim periods) beginning after the date this ASU was issued.
     In April 2010, FASB issued ASU 2010-18, Effect of a Loan Modification When the Loan is Part of a Pool That is Accounted for as a Single Asset. ASU No. 2010-18 provides that modifications of acquired loans with deteriorated credit quality that are accounted for within a pool do not result in removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled asset restructuring. ASU No. 2010-18 is effective for modifications occurring in the first interim or annual reporting period ending on or after July 15, 2010. The adoption of this standard is not anticipated to have a material effect on the financial statements, results of operations or liquidity of the Corporation.
     In July 2010, FASB issued ASU 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The disclosures will provide financial statement users with additional information about the nature of credit risks inherent in entities’ financing receivables, how credit risk is analyzed and assessed when determining the allowance for credit losses and the reasons for the change in the allowance for credit losses. This requirement is effective for all periods ending on or after December 15, 2010, although certain disclosures will have a deferred effective date. The accounting standards update requires additional disclosure and will have no impact on the Consolidated Financial Statements.

30


 

Notes to Consolidated Financial Statements — (Continued)
Note B — Investment Securities
(Dollar amounts in thousands)
     The amortized cost, gross unrecorded gains and losses and fair values for investment securities classified as available for sale or held to maturity at June 30 are as follows:
                                 
    2010  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
 
Available for sale:
                               
CMOs — Non Agency (Residential)
  $ 59,804     $     $     $ 59,804  
Mutual Funds — ARM mortgages
    5,500       24       240       5,284  
Other common equities (Financial Services)
    474       208             682  
 
Total equity investments available for sale
    65,778       232       240       65,770  
 
Held to maturity:
                               
U.S. Government and agency obligations due:
                               
Within 1 year
    10,000       334             10,334  
Within 5 years
    145,084       1,078       6       146,156  
Within 10 years
    39,164       269       3       39,430  
After 10 years
                       
 
Total U.S. Government and agency obligations
    194,248       1,681       9       195,920  
 
Municipal obligations:
                               
Within 1 year
    7,023       19             7,042  
Within 5 years
    10,719       469             11,188  
Within 10 years
    1,653       42             1,695  
After 10 years
    2,246       174             2,420  
 
Total municipal obligations
    21,641       704             22,345  
 
Individual trust preferred securities — after 10 years
    9,322       205       1,550       7,977  
 
Pooled trust preferred securities — after 10 years
    24,229             7,380       16,849  
 
Corporate debt:
                               
Within 1 year
    10,693       161             10,854  
Within 5 years
    16,419       1,079             17,498  
 
Total corporate debt
    27,112       1,240             28,352  
 
Total U.S. Government and agency obligations, municipal obligations, corporate debt and individual and pooled trust preferred securities
    276,552       3,830       8,939       271,443  
 
Mortgage-backed securities: (All Residential)
                               
FHLMC
    20,549       431       44       20,936  
FNMA
    31,126       1,052             32,178  
GNMA
    41,569       371       3       41,937  
SBA
    4                   4  
Collateralized mortgage obligations (“CMOs”) — Agency
    10,357       273             10,630  
CMOs — Non Agency
    63,295       2,387       4,879       60,803  
 
Total mortgage-backed securities
    166,900       4,514       4,926       166,488  
 
Total investments classified as held to maturity
    443,452       8,344       13,865       437,931  
 
Total investment portfolio
  $ 509,230     $ 8,576     $ 14,105     $ 503,701  
 

31


 

Notes to Consolidated Financial Statements — (Continued)
                                 
    2009  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
 
Available for sale:
                               
Preferred stocks:
                               
FHLMC Series M Pfd
  $ 20     $ 29     $     $ 49  
FHLMC Series S Pfd
    30       43             73  
Bank of America Corp Pfd Series J
    2,192       1,488             3,680  
Mutual Funds — ARM mortgages
    5,500       10       208       5,302  
Other common equities (Financial Services)
    473       161       59       575  
 
Total equity investments available for sale
    8,215       1,731       267       9,679  
 
Held to maturity:
                               
U.S. Government and agency obligations due:
                               
Within 5 years
    78,509       1,360       127       79,742  
Within 10 years
    29,658       8       225       29,441  
After 10 years
    515       21             536  
 
Total U.S. Government and agency obligations
    108,682       1,389       352       109,719  
 
Municipal obligations:
                               
Within 1 year
    2,001       10             2,011  
Within 5 years
    12,809       157       2       12,964  
Within 10 years
    1,811       41             1,852  
After 10 years
    2,544       78       84       2,538  
 
Total municipal obligations
    19,165       286       86       19,365  
 
Individual trust preferred securities — after 10 years
    9,354       166       3,033       6,487  
 
Pooled trust preferred securities — after 10 years
    68,306             33,850       34,456  
 
Corporate debt:
                               
Within 1 year
    30,344       256       61       30,539  
Within 5 years
    27,120       462       273       27,309  
 
Total corporate debt
    57,464       718       334       57,848  
 
Total U.S. Government and agency obligations, municipal obligations, corporate debt and individual and pooled trust preferred securities
    262,971       2,559       37,655       227,875  
 
Mortgage-backed securities (All Residential):
                               
FHLMC
    20,764       107       62       20,809  
FNMA
    41,459       382       1       41,840  
GNMA
    1,144       18             1,162  
SBA
    6             1       5  
Collateralized mortgage obligations (“CMOs”) — Agency
    1,540       24       6       1,558  
CMOs — Non Agency
    176,145       632       31,281       145,496  
 
Total mortgage-backed securities
    241,058       1,163       31,351       210,870  
 
Total investments classified as held to maturity
    504,029       3,722       69,006       438,745  
 
Total investment portfolio
  $ 512,244     $ 5,453     $ 69,273     $ 448,424  
 
     Investment securities with an estimated fair value of $23,648 and $22,015 were pledged to secure public deposits and other purposes at June 30, 2010 and 2009, respectively. Investment securities with an estimated fair value of $17,769 and $22,858 were pledged to secure commercial investment agreements at June 30, 2010 and 2009, respectively. Mortgage-backed securities and CMOs are not due at a single maturity date; periodic payments are received on the securities based on the payment patterns of the underlying collateral.

32


 

Notes to Consolidated Financial Statements — (Continued)
     The following table represents gross unrealized losses and fair value of investments aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2010:
                                                 
    Less than 12 months     12 months or more     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
    Value     Losses     Value     Losses     Value     Losses  
 
U.S. government and agency obligations
  $ 29,990     $ 9     $     $     $ 29,990     $ 9  
Individual trust preferred securities
                5,054       1,550       5,054       1,550  
Pooled trust preferred securities
                10,197       7,380       10,197       7,380  
 
Total U.S. Government and agency obligations and individual and pooled trust preferred securities
    29,990       9       15,251       8,930       45,241       8,939  
 
Mortgaged-backed securities
    5,300       47                   5,300       47  
Non agency CMO’s
                18,024       4,879       18,024       4,879  
Mutual Funds — ARM mortgages
                5,000       240       5,000       240  
 
 
                                               
Totals
  $ 35,290     $ 56     $ 38,275     $ 14,049     $ 73,565     $ 14,105  
 
     As of June 30, 2010, securities with unrealized losses of less than 12 months include four investments in U.S. government and agency obligations and two investments in residential mortgage-backed securities.
     As of June 30, 2010, securities with unrealized losses of greater than 12 months include five investments in individual trust preferred securities, four investments in pooled trust preferred securities, five investments in non-agency CMOs and one mutual fund investment.
     The following table represents gross unrealized losses and fair value of investments aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2009:
                                                 
    Less than 12 months     12 months or more     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
    Value     Losses     Value     Losses     Value     Losses  
 
U.S. government and agency obligations
  $ 39,454     $ 352     $     $     $ 39,454     $ 352  
Municipal obligations
    5,698       86                   5,698       86  
Individual trust preferred securities
    400       91       4,147       2,942       4,547       3,033  
Pooled trust preferred securities
    3,788       2,823       32,344       31,027       36,132       33,850  
Corporate debt
    10,267       273       2,767       61       13,034       334  
 
Total U.S. Government and agency obligations, municipal obligations, corporate debt and individual and pooled trust preferred securities
    59,607       3,625       39,258       34,030       98,865       37,655  
 
Mortgaged-backed securities
    14,690       62       153       2       14,843       64  
Agency CMO’s
                306       6       306       6  
 
                                               
Non agency CMO’s
    40,913       5,210       91,151       26,071       132,064       31,281  
Mutual Funds — ARM mortgages
                5,000       208       5,000       208  
Other common equities
    242       59                   242       59  
 
 
                                               
Totals
  $ 115,452     $ 8,956     $ 135,868     $ 60,317     $ 251,320     $ 69,273  
 
     As of June 30, 2009, securities with unrealized losses of less than 12 months include eight investments in U.S. government and agency obligations and corporations, two investments in municipals, one investment in an individual trust preferred security, two investments in pooled trust preferred securities, four investments in corporate debt, three investments in residential mortgage-backed securities, six investments in non agency CMOs and two investments in common equities.

33


 

Notes to Consolidated Financial Statements — (Continued)
     As of June 30, 2009, securities with unrealized losses of greater than 12 months include five investments in individual trust preferred securities, fifteen investments in pooled trust preferred securities, one investment in corporate debt, seven investments in residential mortgage-backed securities, one investment in agency CMOs, eighteen investments in non-agency CMOs and one mutual fund investment.
     The credit quality of non-agency CMO securities rated below investment grade at June 30, 2010 as a result of downgrades by the national rating agencies was evaluated. Based upon recent and future credit deterioration projections and results of the evaluation, the Bank intends to sell fifteen non-agency CMO securities in the near term. These debt securities were reclassified from held to maturity to available for sale at June 30, 2010, and other than temporary impairment charges of $13,100 were recognized in earnings during fiscal 2010 as the difference between the respective investment’s amortized cost basis and fair value at June 30, 2010. The remaining carrying value of the available for sale non-agency CMO securities is $59,804 at June 30, 2010. It is projected that the level of adversely classified investment securities will decrease by over 60% compared to March 31, 2010 upon the sale of the respective non-agency CMO securities along with the non-cash other than temporary impairment charges recognized during the fourth quarter of fiscal 2010 related to the non-agency CMO and pooled trust preferred securities.
     During fiscal 2010, certain investments considered to be other than temporarily impaired were written down to fair value with a net charge to earnings of $38,977; see Note J. Other than temporary impairment charges of $14,030 and $24,947 were recognized on non-agency CMO and pooled trust preferred securities respectively. Write-downs were based on the credit performance of individual securities and the issuer’s ability to make its contractual principal and interest payments. Of the aggregate impairment charges of $24,947 related to pooled trust preferred securities, a total of $21,322 was recognized during the fourth quarter of fiscal 2010 as a result of management adjusting assumptions related to default probabilities, recoveries and discount factors. The adjustments resulted from credit deterioration of underlying issuers and an increase in the level and duration of payment deferrals experienced during the fourth quarter of fiscal 2010. Based on management’s evaluation of the securities, management determined that the remaining investments in debt and equity securities were not other than temporarily impaired at June 30, 2010. Should credit quality continue to deteriorate, it is possible that additional writedowns may be required. During fiscal 2009, certain investments considered to be other than temporarily impaired were written down to fair value with a net charge to earnings of $30,363; see Note J. Write-downs were based on the credit performance of individual securities and the issuer’s ability to make its contractual principal and interest payments. Based on management’s evaluation of the securities, management determined that the remaining investments in debt and equity securities were not other than temporarily impaired at June 30, 2009.
     U.S. government and agency obligations in a continuous unrealized loss position of less than 12 months had an aggregate fair value of $29,990 with unrealized losses of $9 at June 30, 2010. Agency mortgage-backed securities in a continuous unrealized loss position of less than 12 months had an aggregate fair value of $5,300 with unrealized losses of $47 at June 30, 2010. Based on management’s evaluation of these securities, including the respective governmental or agency guaranty, management determined that the investment in these securities was not other than temporarily impaired at June 30, 2010.
     The ARM mortgage mutual fund with a fair value of $5,000 and unrealized loss of $240 has been in a continuous unrealized loss position for more than 12 months at June 30, 2010. Based on management’s evaluation of this security, it was determined that the investment is not other than temporarily impaired at June 30, 2010.
     A significant portion of the Corporation’s unrealized losses primarily relate to investments in pooled trust preferred securities, which consist of securities issued primarily by banks, with some of the pools including a limited number of insurance companies. Investments in pooled securities are primarily mezzanine tranches, except for two investments in senior tranches, and are secured by over-collateralization or default protection provided by subordinated tranches. Unrealized losses on investments in pooled trust preferred securities are attributable to temporary illiquidity and the uncertainty affecting these markets, as well as changes in interest rates.
     The Corporation prices its holdings of pooled trust preferred securities using Level 3 inputs. In this regard, currently available information is evaluated in estimating the future cash flows of these securities to determine whether there has been favorable or adverse changes in estimated cash flows from those previously projected. The Corporation considers the structure and term of the pool and the financial condition of the underlying issuers. Specifically, the

34


 

evaluation incorporates factors such as over-collateralization and interest coverage tests, interest rates and appropriate risk premiums, the timing and amount of interest and principal payments and the allocation of payments to the various tranches. When evaluating these debt securities, the credit portion and noncredit portion of the impairment is determined. The credit portion is recognized in earnings and represents the expected shortfall in future cash flows. The noncredit portion is recognized in other comprehensive income and represents the difference between the fair value of the security and the amount of credit related impairment. A discounted cash flow analysis provides the best estimate of credit related portion of the impairment for these securities. We consider the discounted cash flow analysis to be our primary evidence when determining whether credit related impairment exists.
     Results of a discounted cash flow test are significantly affected by other variables such as the estimate of future cash flows, credit worthiness of the underlying banks and determination of probability of default of the underlying collateral. The following provides additional information for each of these variables.
    Estimate of future cash flows — cash flows are constructed on Intex software. Intex is a proprietary software program recognized as the industry standard for analyzing all types of collateralized debt obligations. It includes each deal’s structural features updated with information from trustee reports, including collateral/hedge agreement/cash flow detail, as it becomes available. A present value analysis is then performed on the modeled cash flows to determine any cash flow shortages to our respective holdings, if any.
 
    Credit analysis — A quarterly credit evaluation is performed for each of the banks comprising the collateral across the various pooled trust preferred securities. The credit evaluation considers all evidence available and includes the nature of the issuer’s business and geographic footprint. The analysis focuses on shareholders’ equity, loan loss reserves, non-performing assets, credit quality ratios and capital adequacy.
 
    Probability of default — A probability of default is determined for each bank and is used to calculate the expected impact of future deferrals and defaults in the expected cash flows. Each bank in the collateral pool is assigned a probability of default with an emphasis on near term probability. Banks currently defaulted are assigned a 100% probability of loss and banks currently deferring are assumed to default prior to their next payment date. All banks in the pool are assigned a probability of loss ranging from .36% to 100%, with ranges based upon the results of the credit analysis. The probability of loss of .36% is assigned to only the strongest financial institutions. The probability of default is updated quarterly with data provided by trustees and other sources. Recovery rates are projected at 20%.
     In addition to the above factors, we calculate the excess subordination levels for each pooled trust preferred security. The results of this excess subordination allows management to identify those pools that are a greater risk for a future break in cash flows so that we can monitor banks in those pools more closely for potential deterioration of credit quality.
     The Corporation’s portfolio of trust preferred collateralized debt obligations consists of 16 pooled issues and 8 single issue securities. Two of the pooled issues are senior tranches and the remaining 14 are mezzanine tranches. At June 30, 2010, the 16 pooled trust preferred securities have an amortized cost basis of $24,229 and an estimated fair value of $16,849, while the single-issuer trust preferred securities have an amortized cost basis of $9,322 and an estimated fair value of $7,977. Because Parkvale does not have the intent to sell these investments prior to recovery and it is more likely than not that Parkvale will not have to sell these securities prior to recovery, Parkvale does not consider the remaining value of these assets to be other than temporarily impaired at June 30, 2010.

35


 

          Notes to Consolidated Financial Statements — (Continued)
The following table provides information relating to the Corporation’s trust preferred securities as of June 30, 2010.
(Dollar amounts in thousands)
                                                                                 
                                                                            Excess  
                                                                    Expected Defaults     Subordination (as a  
                                Unrealized Gain     Lowest Credit                   Actual Deferral %     (% of performing     % of performing  
Deal   Note Class   Par Value     Book Value     Fair Value     (Loss)     Ratings   # of Issuers     Actual Default % (1)     (1) (2)     collateral) (3)     collateral) (4)  
Pooled Investments
                                                                               
P1
  C1     5,000       350       350       0     C     81       19.4 %     14.5 %     12.3 %     0.0 %
P2
  A2A     5,000       4,590       2,350       (2,240 )   CCC-     76       15.9 %     13.4 %     17.2 %     15.3 %
P3
  C1     4,592       1,010       1,010       0     C     85       9.5 %     9.1 %     15.0 %     0.0 %
P4
  C1     5,058       404       404       0     C     72       11.1 %     13.0 %     16.2 %     0.0 %
P5
  C1     5,023       151       151       0     C     93       12.7 %     17.2 %     15.5 %     0.0 %
P6
  C1     3,075       31       31       0     C     68       19.1 %     14.0 %     15.9 %     0.0 %
P8
  C     3,219       129       129       0     C     56       11.7 %     17.8 %     12.8 %     0.0 %
P9
  B     2,008       181       181       0     Ca     54       10.0 %     27.1 %     14.6 %     0.0 %
P10
  B1     5,000       4,863       3,700       (1,163 )   B-     25       0.0 %     5.8 %     16.7 %     9.6 %
P11
  Mezz     1,500       555       555       0     C     29       18.0 %     20.9 %     10.0 %     0.0 %
P12
  B2     1,003       291       291       0     C     51       14.4 %     14.8 %     13.5 %     0.0 %
P13
  B     3,909       3,759       469       (3,290 )   C     71       14.3 %     13.1 %     13.1 %     0.0 %
P14
  A1     4,715       4,365       3,678       (687 )   BB     79       17.0 %     14.5 %     12.0 %     30.0 %
P15
  B     5,000       1,700       1,700       0     C     34       24.0 %     9.3 %     19.5 %     0.0 %
P16
  C1     5,000       1,100       1,100       0     C     47       16.2 %     6.7 %     10.8 %     0.0 %
P17
  C1     5,000       750       750       0     C     43       18.2 %     9.6 %     12.9 %     0.0 %
 
                                                                       
Subtotal
  16     64,102       24,229       16,849       (7,380 )                                            
 
                                                                               
Single Issuer Investments
                                                                               
S1
  N/A     1,000       927       663       (264 )   BB     1       0.0 %     0.0 %     0.0 %        
S2
  N/A     2,000       1,968       1,321       (647 )   BB     1       0.0 %     0.0 %     0.0 %        
S3
  N/A     3,000       2,771       2,331       (440 )   BBB+     1       0.0 %     0.0 %     0.0 %        
S4
  N/A     500       445       284       (161 )   B     1       0.0 %     0.0 %     0.0 %        
S5
  N/A     1,000       1,005       1,135       130     NR     1       0.0 %     0.0 %     0.0 %        
S6
  N/A     700       713       742       29     NR     1       0.0 %     0.0 %     0.0 %        
S7
  N/A     529       493       455       (38 )   B+     1       0.0 %     0.0 %     0.0 %        
S8
  N/A     1,000       1,000       1,046       46     BB+     1       0.0 %     0.0 %     0.0 %        
 
                                                                       
Subtotal
  8     9,729       9,322       7,977       (1,345 )                                            
Grand total of Trust Preferred holdings
        73,831       33,551       24,826       (8,725 )                                            
The above listings do not include 7 trust preferred investments written off in previous quarters.
 
Notes:    
 
(1)   As a percentage of the total collateral.
 
(2)   Includes deferrals that have not paid current interest payments as permitted by the debt instruments.
 
(3)   Expected defaults are determined by an analysis of each security.
 
(4)   Excess subordination measures the performing collateral coverage of the outstanding liabilities (as a % of performing collateral).
Non-agency CMOs:
          The entire CMO portfolio is backed by “prime” residential mortgage loans and generally includes loans in excess of GSE conforming loan amounts at the date of origination. While there are no sub-prime, option ARMs or home equity loans in any of the CMO pools, approximately 64% of the loans supporting the obligations contained an interest only feature at origination. All pools held by the Bank were rated AAA when purchased and have additional collateral provided by support tranches. The non-agency CMO securities of $123,099 at June 30, 2010 are supported by underlying collateral that was originated as follows:

36


 

Notes to Consolidated Financial Statements — (Continued)
                 
Year originated   Book Value   Fair Value
2003
  $ 29,316     $ 31,043  
2004
    36,775       34,902  
2005
    43,898       44,047  
2006
    2,090       2,090  
2007
    6,885       4,366  
2008
    4,135       4,159  
 
               
 
  $ 123,099     $ 120,607  
 
               
The non-agency CMO portfolio at June 30, 2010 contains investments that were all rated AAA at the time of purchase. The amortized cost and fair value by the most recent investment rating at June 30, 2010 is as follows:
                 
    Book Value     Fair Value  
AAA/Aaa by Moody’s, S&P, or Fitch
  $ 28,439     $ 29,620  
AA/Aa by Moody’s or S&P
    6,973       7,260  
A by Moody’s
    9,473       8,190  
BBB/Baa by Moody’s
    11,526       11,283  
BB/Ba by Moody’s or S&P
    12,928       13,014  
B by Moody’s or S&P
    20,252       17,732  
CCC/Caa by Moody’s, S&P, or Fitch
    29,085       29,085  
CC/Ca by Moody’s, S&P or Fitch
    4,423       4,423  
 
           
 
  $ 123,099     $ 120,607  
 
           
Securities with a remaining carrying value as of June 30, 2010 that have incurred OTTI charges are summarized as follows:
                                         
    Unadjusted     OTTI     OTTI     6/30/10     6/30/10  
    Carrying     Charge to     Charge to     Carrying     Fair  
Security   Value     earnings     OCI     Value     Value  
Non Agency CMO
  $ 69,744     $ 15,083     $     $ 54,661     $ 54,661  
Pooled trust preferred security
    44,227       17,707       19,868       6,652       6,652  
The following chart shows the balance of other comprehensive income charges related to fair value:
                 
    Trust preferred securities     Non Agency CMO  
Balance at June 30, 2009
  $ 552     $ 714  
 
               
Total losses — realized/unrealized
    37,358       5,350  
Included as a charge to earnings
    (18,042 )     (6,064 )
 
           
Balance at June 30, 2010
  $ 19,868     $  
 
           
The following table displays the cumulative credit component of OTTI recognized in earnings on debt securities held for the year ended June 30, 2010:
                 
    Trust preferred securities     Non Agency CMO  
Balance, beginning of the year
    180       1,052  
Addition for the credit component on debt securities in which OTTI was not previously recognized
    17,707       814  
Reduction for securities for which amount previously recognized in other comprehensive income was recognized in earnings due to intent to sell
          (1,866 )
Reduction for securities written-off
    (180 )      
       
Balance, end of the year
    17,707        
       

37


 

Notes to Consolidated Financial Statements — (Continued)
The amount of securities with OTTI charges to earnings are as follows:
                 
Recorded in September 2009
  $ 2,761     $  
Recorded in December 2009
    648       134  
Recorded in March 2010
    216       828  
Recorded in June 2010
    21,322       13,068  
 
               
 
  $ 24,947     $ 14,030  
The above OTTI charge to earnings amounts are categorized as of June 30, 2010 as follows:
                 
Writeoffs no longer reflected as investments
  $ 7,458     $  
Charged to earnings:
               
Level III — Pooled TPS
    17,489        
Level III — Non Agency CMO
          14,030  
Note C — Loans
(Dollar amounts in thousands)
Loans at June 30 are summarized as follows:
                         
    2010     2009     2008  
 
Mortgage loans:
                       
Residential:
                       
1-4 Family
  $ 660,685     $ 726,586     $ 828,516  
Multifamily
    32,104       34,216       29,737  
Commercial
    117,054       114,827       113,622  
Other
    10,833       14,806       17,497  
       
 
    820,676       890,435       989,372  
Consumer loans
    184,207       185,818       176,948  
Commercial business loans
    40,445       44,602       43,643  
Loans on savings accounts
    5,427       5,031       6,147  
       
Gross loans
    1,050,755       1,125,886       1,216,110  
Less:
                       
Loans in process
    135       60       236  
Allowance for loan losses
    19,209       17,960       15,249  
Unamortized discount (premium) and deferred loan fees
    (952 )     (1,070 )     (1,040 )
       
 
  $ 1,032,363     $ 1,108,936     $ 1,201,665  
     

38


 

Notes to Consolidated Financial Statements — (Continued)
The following summary sets forth the activity in the allowance for loan losses for the years ended June 30:
                         
    2010     2009     2008  
 
Beginning balance
  $ 17,960     $ 15,249     $ 14,189  
Provision for loan losses
    7,448       6,754       2,331  
Loans recovered:
                       
Commercial loans
    3       4       18  
Consumer loans
    46       31       54  
Mortgage loans
    1             241  
 
Total recoveries
    50       35       313  
       
Loans charged off:
                       
Commercial loans
    (752 )     (344 )     (372 )
Consumer loans
    (542 )     (324 )     (453 )
Mortgage loans
    (4,955 )     (3,410 )     (759 )
 
Total charge-offs
    (6,249 )     (4,078 )     (1,584 )
       
Net recoveries (charge-offs)
    (6,199 )     (4,043 )     (1,271 )
       
Ending balance
  $ 19,209     $ 17,960     $ 15,249  
       
The following table sets forth the allowance for loan loss allocation for the years ended June 30:
                         
    2010     2009     2008  
 
Residential mortgages
  $ 9,659     $ 6,336     $ 3,893  
Commercial mortgages
    3,789       4,523       4,739  
Consumer loans
    3,128       3,517       3,797  
Commercial loans
    2,633       3,584       2,820  
 
Total allowance for loan losses
  $ 19,209     $ 17,960     $ 15,249  
       
     The loan portfolio is reviewed on a periodic basis to ensure Parkvale’s allowance for loan losses is adequate to absorb potential losses due to inherent risk in the portfolio.
     At June 30, 2010, Parkvale was committed under various agreements to originate fixed and adjustable rate mortgage loans aggregating $3,069 and $838, respectively, at rates ranging from 4.344% to 5.217% for fixed rate and 3.729% to 5.00% for adjustable rate loans, and had $83,542 of unused consumer lines of credit and $13,442 in unused commercial lines of credit. Parkvale was also committed to originate commercial loans totaling $2,975 at June 30, 2010. Parkvale was committed to fund commercial development loans in process of $3,391 and residential loans in process of $3,764. Outstanding letters of credit totaled $7,064. Substantially all commitments are expected to expire within a year.
     At June 30, Parkvale serviced loans for others as follows: 2010 — $62,484, 2009 — $62,060 and 2008 — $53,086.
     At June 30, 2010, Parkvale’s loan portfolio consisted primarily of residential real estate loans collateralized by single and multifamily residences, nonresidential real estate loans secured by industrial and retail properties and consumer loans including lines of credit.
     Parkvale has geographically diversified its mortgage loan portfolio, having loans outstanding in 47 states and the District of Columbia. Parkvale’s highest concentrations are in the following states/areas along with their respective share of the outstanding mortgage loan balance: Pennsylvania -43.7%; Ohio -14.2%; and West Virginia -6.1%. The ability of debtors to honor these contracts depends largely on economic conditions affecting the Pittsburgh, Columbus and Steubenville, Ohio metropolitan areas, with repayment risk dependent on the cash flow of the individual debtors. Substantially all mortgage loans are secured by real property with a loan amount of generally no more than 80% of the appraised value at the time of origination. Mortgage loans in excess of 80% of appraised value generally require private mortgage insurance.

39


 

Notes to Consolidated Financial Statements — (Continued)
     The recorded balance of impaired loans was $9,687 with a related allowance for loan losses of $5,195 at June 30, 2010 compared to impaired loans of $7,440 with a related allowance for loan losses of $2,567 at June 30, 2009. The recorded balance of impaired loans without a related allowance for loan losses was $21,041 at June 30, 2010 and $15,345 at June 30, 2009. The average recorded balance of impaired loans was $27,159 and $17,380 during fiscal 2010 and 2009 respectively. The amount of interest income that has not been recognized on nonaccrual and impaired loans was $1,211 for fiscal 2010, $825 for fiscal 2009 and $426 for fiscal 2008.
Note D — Office Properties and Equipment and Foreclosed Real Estate
(Dollar amounts in thousands)
Office properties and equipment at June 30 are summarized by major classification as follows:
                         
    2010     2009     2008  
 
Land
  $ 4,708     $ 4,708     $ 4,708  
Office buildings and leasehold improvements
    17,902       17,863       17,779  
Furniture, fixtures and equipment
    13,495       13,234       13,026  
       
 
    36,105       35,805       35,513  
Less accumulated depreciation and amortization
    18,731       17,732       16,662  
 
Office properties and equipment, net
  $ 17,374     $ 18,073     $ 18,851  
       
Depreciation expense for the year
  $ 998     $ 1,095     $ 1,229  
       
A summary of foreclosed real estate at June 30 is as follows:
                         
    2010     2009     2008  
 
Real estate acquired through foreclosure
  $ 9,426     $ 6,470     $ 3,536  
Allowance for losses
    (789 )     (776 )     (257 )
 
 
  $ 8,637     $ 5,694     $ 3,279  
     
Changes in the allowance for losses on foreclosed real estate for the years ended June 30 were as follows:
                         
    2010     2009     2008  
 
Beginning balance
  $ 776     $ 257     $ 113  
Provision for losses
    745       989       279  
Less charges to allowance
    (732 )     (470 )     (135 )
       
Ending Balance
  $ 789     $ 776     $ 257  
       

40


 

Notes to Consolidated Financial Statements — (Continued)
Note E — Savings Deposits
(Dollar amounts in thousands)
The following schedule sets forth interest expense for the years ended June 30 by type of deposit:
                         
    2010     2009     2008  
 
Checking and money market accounts
  $ 1,877     $ 3,130     $ 4,644  
Passbook and statement savings accounts
    877       1,280       1,569  
Certificates
    24,706       34,073       40,509  
 
 
  $ 27,460     $ 38,483     $ 46,722  
 
A summary of savings deposits at June 30 is as follows:
                                 
    2010     2009  
    Amount     %     Amount     %  
 
Transaction accounts:
                               
Checking and money market accounts
  $ 384,654       25.8     $ 342,596       22.7  
Checking accounts — noninterest-bearing
    80,961       5.4       75,615       5.0  
Passbook and statement savings accounts
    224,266       15.1       203,756       13.5  
 
 
    689,881       46.3       621,967       41.2  
Certificates of deposit
    791,409       53.2       878,433       58.1  
 
 
    1,481,290       99.5       1,500,400       99.3  
Accrued Interest
    6,783       0.5       10,848       0.7  
 
 
  $ 1,488,073       100.0     $ 1,511,248       100.0  
 
The aggregate amount of time deposits over $100 was $202,483 and $218,527 at June 30, 2010 and 2009, respectively.
At June 30, the scheduled maturities of certificate accounts were as follows:
                 
Maturity Period   2010     2009  
 
1-12 months
  $ 404,199     $ 575,408  
13-24 months
    157,341       113,058  
25-36 months
    131,171       83,987  
37-48 months
    22,036       51,827  
49-60 months
    41,952       14,694  
Thereafter
    34,710       39,459  
 
 
  $ 791,409     $ 878,433  
 

41


 

Notes to Consolidated Financial Statements — (Continued)
Note F — Advances from Federal Home Loan Bank and Other Debt
(Dollar amounts in thousands)
The advances from the FHLB at June 30 consisted of the following:
                                 
    2010     2009  
    Balance   Interest Rate Balance     Interest Rate  
Due within one year
  $ 35,097       4.12-6.05 %   $       %
Due within five years
    80,305       3.00-6.75 %     85,628       3.00-6.05 %
Due within ten years
    70,571       4.32-6.27 %     100,574       4.32-6.75 %
 
 
  $ 185,973             $ 186,202          
 
                               
 
Weighted average interest rate at end of period             4.90 %             4.86 %
 
     Included in the $185,973 are advances of $85,500 of convertible select advances. These advances may reset to the three-month London Interbank Offered Rate (LIBOR) Index and have various spreads and call dates. The FHLB has the right to call any convertible select advance on its call date or quarterly thereafter. Should such advances be called, Parkvale has the right to pay off the advance without penalty. The FHLB advances are secured by Parkvale’s FHLB stock and investment securities and are subject to substantial prepayment penalties.
     On December 30, 2008, PFC entered into a Loan Agreement with PNC Bank, National Association (“PNC”) for a term loan in the amount of $25,000 (the “Loan”). The Loan pays interest at a rate equal to LIBOR plus three hundred and twenty five basis points, payable quarterly. Principal on the Loan is due and payable in fifteen consecutive quarterly payments of $625, commenced on March 31, 2010, with the remaining outstanding balance, which is expected to be $15,625, due and payable on December 31, 2013 (the “Maturity Date”). The outstanding balance due under the credit facility may be repaid, at any time, in whole or in part at the Corporation’s option. In connection with the Loan, the Corporation executed a Term Note, dated December 30, 2008, to evidence the Loan and a Pledge Agreement, dated December 30, 2008, whereby the Corporation granted PNC a security interest in the outstanding capital stock of Parkvale Savings Bank, the wholly owned subsidiary of the Corporation. The Loan Agreement contains customary and standard provisions regarding representations and warranties of the Corporation, covenants and events of default. If the Corporation has an event of default, the interest rate of the loan may increase by 2% during the period of default. As of June 30, 2010, the Corporation did not meet the terms related to one of the financial covenants contained in the Loan Agreement, which is considered an event of default. This increased the interest rate on the term debt by 2%, which will result in a $125,000 quarterly increase in interest expense.
     On January 7, 2009, the Corporation entered into swap arrangements with PNC to convert portions of the LIBOR floating interest rates to fixed interest rates for three and five years. Under the swap agreements, $5,000 matures on December 31, 2011 at a rate of 4.92% and an additional $15,000 matures on December 31, 2013 at a rate of 5.41%.
     Additionally, other debt consists of recourse loans, repurchase agreements and commercial investment agreements with certain commercial checking account customers. These daily borrowings had balances of $13,865 and $21,261 at June 30, 2010 and 2009, respectively.

42


 

Note G — Regulatory Capital
(Dollar amounts in thousands)
     The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on Parkvale’s 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 Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
     Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier I capital to risk weighted assets and of Tier I capital to average assets. Management believes, as of June 30, 2010, that the Bank meets all capital adequacy requirements to which it is subject.
     As of June 30, 2010, the most recent notification from the Federal Deposit Insurance Corporation categorized Parkvale Savings Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.
RESTATEMENT OF THE CAPITAL RATIOS
     Subsequent to the issuance of our 2010 Consolidated Financial Statements, we determined that the calculation of the disallowed portion of the Company’s deferred tax asset was inadvertently overlooked with respect to the Tier I Capital calculation and as a result the Bank’s actual capital regulatory ratios as of June 30, 2010 should be restated. In all instances, the revised regulatory capital amounts and corresponding ratios, as disclosed below, result in the Bank continuing to be categorized as well capitalized under the regulatory framework.

43


 

The effect of the restatement on the 2010 Bank’s regulatory capital amounts is as follows:
AS PREVIOUSLY REPORTED:
     The Bank’s actual regulatory capital amounts and ratios compared to minimum levels are as follows:
                                                 
                                    To Be Well  
                                    Capitalized Under  
                    For Capital     Prompt Corrective  
    Actual     Adequacy Purposes     Action Provisions  
    Amount     Ratio     Amount     Ratio     Amount     Ratio  
As of June 30, 2010:
                                               
Total Capital to Risk Weighted Assets
  $ 139,305       11.30 %   $ 98,661       8.00 %   $ 123,327       10.00 %
Tier I Capital to Risk Weighted Assets
    125,291       10.16 %     49,331       4.00 %     73,996       6.00 %
Tier I Capital to Average Assets
    125,291       6.70 %     74,780       4.00 %     93,475       5.00 %
 
                                               
As of June 30, 2009:
                                               
Total Capital to Risk Weighted Assets
  $ 158,880       11.41 %   $ 111,352       8.00 %   $ 139,190       10.00 %
Tier I Capital to Risk Weighted Assets
    142,872       10.26 %     55,676       4.00 %     83,514       6.00 %
Tier I Capital to Average Assets
    142,872       7.57 %     75,506       4.00 %     94,383       5.00 %
AS RESTATED:
                                                 
                                    To Be Well  
                                    Capitalized Under  
                    For Capital     Prompt Corrective  
    Actual     Adequacy Purposes     Action Provisions  
    Amount     Ratio     Amount     Ratio     Amount     Ratio  
As of June 30, 2010:
                                               
Total Capital to Risk Weighted Assets
  $ 129,125       10.57 %   $ 97,775       8.00 %   $ 122,219       10.00 %
Tier I Capital to Risk Weighted Assets
    115,111       9.42 %     48,888       4.00 %     73,331       6.00 %
Tier I Capital to Average Assets
    115,111       6.19 %     74,372       4.00 %     92,966       5.00 %
 
                                               
As of June 30, 2009:
                                               
Total Capital to Risk Weighted Assets
  $ 158,880       11.41 %   $ 111,352       8.00 %   $ 139,190       10.00 %
Tier I Capital to Risk Weighted Assets
    142,872       10.26 %     55,676       4.00 %     83,514       6.00 %
Tier I Capital to Average Assets
    142,872       7.57 %     75,506       4.00 %     94,383       5.00 %
The restatement does not affect our Consolidated Statements of Operations, Consolidated Statements of Financial Condition, Consolidated Statements of Cash Flows or Consolidated Statement of Shareholders’ Equity as of or for the years ended June 30, 2010, 2009 and 2008. Accordingly, our previously reported revenues, net (loss) income, earnings per share and total assets as of and for the years ended June 30, 2010, 2009 and 2008 remain unchanged.

44


 

Notes to Consolidated Financial Statements — (Continued)
Note H — Income Taxes
(Dollar amounts in thousands)
Income tax expense (credits) for the years ended June 30 are comprised of:
                                 
            2010     2009     2008  
 
Federal:
  Current     ($7,892 )   $ 4,433     $ 6,355  
 
  Deferred     (2,713 )     (7,129 )     (1,779 )
State
            2             23  
 
Total income tax (benefit) expense     ($10,603 )     ($2,696 )   $ 4,599  
 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of Parkvale’s deferred tax assets and liabilities at June 30 are as follows:
                         
    2010     2009     2008  
 
Deferred tax assets:
                       
Book bad debt reserves
  $ 4,871     $ 5,354     $ 5,138  
Deferred compensation
    422       408       361  
Interest on deposits
    213       807       1,180  
Net operating loss carryforward
    5,570             1,277  
Other tax credit carryforward
    2,796              
Asset writedowns
    20,339       10,607       1,194  
Other
    80       357       457  
 
Total deferred tax assets
    34,291       17,533       9,607  
 
Deferred tax liabilities:
                       
Purchase accounting adjustments
    138       279       354  
Fixed assets
    142       105       99  
Other, net
    49       49       49  
Deferred loan costs and premiums, net of fees
    (33 )     19       57  
Unrealized gains on securities available for sale
    (1 )     535        
 
Total deferred tax liabilities
    295       987       559  
Valuation allowances on equity security writedowns
    (1,632 )     (2,366 )      
 
Net deferred tax assets
  $ 32,364     $ 14,180     $ 9,048  
 
     The net deferred tax asset of $32,364 as of June 30, 2010 includes $5,570 of net operating loss carryforward that is available for a two- year carryback and a twenty-year carryforward period. This net operating loss carryforward will begin to expire after December 31, 2029. The $2,796 of other tax credit carryforward has an indefinite life. The valuation allowances recorded at June 30, 2010 and June 30, 2009 were related to writedowns on equity securities that are unlikely to be tax deductible or predicted to offset future capital gain income. The valuation allowance decreased by $734 in fiscal 2010 due to the subsequent recovery on the sale of preferred stock.
     Parkvale’s effective tax rate differs from the expected federal income tax rate for the years ended June 30 as
                                                 
follows:   2010     2009     2008  
 
Expected federal statutory income
                                               
Tax provision(benefit)/rate
    ($9,474 )     (35.0 %)     ($4,283 )     (35.0 %)   $ 6,091       35.0 %
Tax-exempt interest
    (222 )     (0.8 %)     (224 )     (1.8 %)     (229 )     (1.3 %)
Cash surrender value of life insurance
    (383 )     (1.4 %)     (386 )     (3.1 %)     (377 )     (2.2 %)
Dividends paid to ESOP participants
    (50 )     (0.2 %)     (184 )     (1.5 %)     (175 )     (1.0 %)
State income taxes, net of federal benefit
          0.0 %           0.0 %     15       0.1 %
Valuation allowances on equity securities
    (734 )     (2.7 %)     2,366       19.3 %           0.0 %
Other
    260       0.9 %     13       0.1 %     (726 )     (4.1 %)
 
Effective total income tax (benefit) provision
    ($10,603 )     (39.2 %)     ($2,696 )     (22.0 %)   $ 4,599       26.5 %
 
     The Bank is subject to the Pennsylvania Mutual Thrift Institutions Tax, which is calculated at 11.5% of Pennsylvania earnings based on accounting principles generally accepted in the United States with certain adjustments.

45


 

Notes to Consolidated Financial Statements — (Continued)
     The Corporation had no material unrecognized tax benefits or accrued interest or penalties at June 30, 2010. If applicable, interest and penalties will be recorded as a component of noninterest expense. The Corporation is subject to income taxes in the U.S. and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require application of significant judgment. With few exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations by tax authorities for the years before 2006.
Note I — Employee Compensation Plans
(Dollar amounts in thousands)
Retirement Plan
     Parkvale provides eligible employees participation in a 401(k) defined contribution plan. Benefit expense was $257, $450 and $429 in fiscal years 2010, 2009 and 2008, respectively, which represented a 50% company match on employees’ salary deferrals, up to a maximum of 6% of the employees’ salary and for fiscal years 2009 and 2008, a profit sharing contribution equal to 2% of eligible compensation.
Employee Stock Ownership Plan
     Parkvale also provides an Employee Stock Ownership Plan (“ESOP”) to all employees who have met minimum service and age requirements. Parkvale recognized expense of $584 in fiscal 2010, $560 in fiscal 2009 and $675 in fiscal 2008 for ESOP contributions, which were used to allocate additional shares of Parkvale’s Common Stock to the ESOP. Annual discretionary share awards are made on a calendar year basis with expense recognition accrued ratably throughout the year based on expected awards. At June 30, 2010, the ESOP owned 728,605 shares of Parkvale Common Stock, which are outstanding shares for EPS purposes. Cash dividends are paid quarterly to the ESOP for either dividend re-investment or distribution to vested participants at their election.
Stock Option Plans
     Parkvale has Stock Option Plans for the benefit of directors, officers and other selected key employees of Parkvale who are deemed to be responsible for the future growth of Parkvale. Under the plans initiated in 1987 and 1993, there will be no further awards.
In October 2004, the 2004 Stock Incentive Plan (the “Incentive Plan”) was approved by the shareholders with an aggregate of 267,000 shares of authorized but unissued shares reserved for future grants. As of June 30, 2010, stock options for 174,500 shares have been granted and are exercisable. Parkvale measures compensation costs for all share-based payments at fair value. Stock option pre-tax compensation expense of $27, $90 and $272 has been recognized for fiscal 2010, 2009 and 2008, respectively in the Statement of Operations.

46


 

Notes to Consolidated Financial Statements — (Continued)
     The following table presents option share data related to the stock option plans for the years indicated.
                                                                                         
Exercise Price Per Share
  $ 8.49     $ 12.97     $ 15.00     $ 16.32 to $23.20     $ 21.10 #   $ 22.995     $ 25.71^     $ 26.79 *   $ 27.684     $ 31.80     Total
 
Share balances at:
                                                                                       
June 30, 2007
                      69,599       42,000       110,500       28,000             10,000       12,000       272,099  
 
Granted
                                                            95,500                       95,500  
Forfeited
                            (3,586 )             (1,000 )                                     (4,586 )
Exercised
                            (16,373 )     (5,000 )     (750 )                                     (22,123 )
 
June 30, 2008
                      49,640       37,000       108,750       28,000       95,500       10,000       12,000       340,890  
 
Granted
            23,000       12,000                                                               35,000  
Forfeited
                            (48,640 )     (6,000 )     (1,000 )             (3,000 )                     (58,640 )
Exercised
                            (1,000 )                                                     (1,000 )
 
June 30, 2009
          23,000       12,000             31,000       107,750       28,000       92,500       10,000       12,000       316,250  
 
Granted
    12,000                                                                               12,000  
Forfeited
                                    (16,000 )                                             (16,000 )
 
June 30, 2010
    12,000       23,000       12,000             15,000       107,750       28,000       92,500       10,000       12,000       312,250  
 
 
*   Represents the average exercise price of awards made in October 2007 and December 2007.
 
#   Represents the average remaining exercise price of awards made in fiscal 1999 through fiscal 2002.
 
^   Represents the average remaining exercise price of Director awards made in fiscal 2003 through fiscal 2005.
Black-Scholes option pricing model assumptions are as follows:
                         
    2010     2009     2008  
 
Weighted average grant date fair value per option
  $ 2.26     $ 2.55     $ 2.76  
Risk-free rate
    2.86 %     1.17 %     3.82 %
Dividend yield
    2.36 %     2.60 %     3.28 %
Volatility factor
    0.28       0.38       0.21  
Expected Life in years
    8       8       7  
 
Note J — Net Gain (Loss) on Sale and (Writedown) of Assets
(Dollar amounts in thousands)
     The following chart summarizes the gains, losses and writedowns by fiscal year ended June 30:
                         
    2010     2009     2008  
Loans held for sale
  $     $ 186     $  
Available for sale securities gains/recoveries
    2,372       2,060       581  
(Writedown) of securities:
                       
Trust preferred securities
    (45,068 )     (18,060 )      
Bank of America preferred stocks
          (6,269 )      
Freddie Mac preferred stocks
          (2,772 )     (1,441 )
Common equities
          (1,401 )     (1,714 )
Corporate debt
          (1,361 )      
Non-agency CMO
    (19,594 )     (1,766 )      
 
 
                       
Subtotal of writedowns and losses
    (64,662 )     (31,629 )     (3,155 )
Non-credit related losses on securities recognized in other comprehensive income
    25,685       1,266          
 
Net loss on sale and writedown of assets
  $ (36,605 )   $ (28,117 )   $ (2,574 )
 

47


 

Notes to Consolidated Financial Statements — (Continued)
Note K — Leases
(Dollar amounts in thousands)
     Parkvale’s rent expense for leased real properties amounted to approximately $1,319 in 2010, $1,327 in 2009 and $1,308 in 2008. At June 30, 2010, Parkvale was obligated under 24 noncancellable operating leases, which expire through 2041. The minimum rental commitments for the fiscal years subsequent to June 30, 2010 are as follows: 2011 — $1,104, 2012 — $783, 2013 — $713, 2014 — $532, 2015 — $319 and later years — $2,317.
Note L — Selected Balance Sheet Information
(Dollar amounts in thousands)
     Selected balance sheet data at June 30 is summarized as follows:
                                         
Prepaid expenses and other assets:   2010     2009     Other liabilities:     2010     2009  
 
Accrued interest on loans
  $ 4,936     $ 4,989     Accounts payable and accrued expenses   $ 1,976     $ 2,130  
Reserve for uncollected interest
    (1,211 )     (825 )   Other liabilities     891       1,761  
Bank Owned Life Insurance
    25,288       24,188     Dividends payable     479       474  
Accrued interest on investments
    2,473       2,853     Accrued interest on debt     902       865  
Prepaid FDIC Insurance
    12,002       568     Federal and state                
Other prepaids
    1,754       1,706     income taxes payable     1       46  
Net deferred tax asset
    32,364       14,180                          
 
Total prepaid expenses and other assets
  $ 77,606     $ 47,659     Total other liabilities   $ 4,249     $ 5,276  
 
Note M — Quarterly Consolidated Statements of Operations (Unaudited)
(Dollar amounts in thousands, except per share data)
                                         
                                    Year  
  Three Months Ended Ended  
    Sep. 09     Dec. 09     Mar. 10     June 10     June 10  
 
Total interest income
  $ 20,022     $ 19,300     $ 18,632     $ 17,907     $ 75,861  
Total interest expense
    10,704       10,210       9,218       8,383       38,515  
 
Net interest income
    9,318       9,090       9,414       9,524       37,346  
Provision for loan losses
    2,289       1,398       1,164       2,597       7,448  
 
Net interest income after provision for losses
    7,029       7,692       8,250       6,927       29,898  
Net impairment losses recognized in earnings
    (2,761 )     (782 )     (1,044 )     (34,390 )     (38,977 )
Noninterest income
    3,664       3,588       2,551       2,640       12,443  
Noninterest expense
    7,592       7,314       7,867       7,659       30,432  
 
Income (loss) before income taxes
    340       3,184       1,890       (32,482 )     (27,068 )
Income tax expense (benefit)
    (515 )     759       472       (11,319 )     (10,603 )
 
Net income (loss)
  $ 855     $ 2,425     $ 1,418     $ (21,163 )   $ (16,465 )
 
Preferred Stock Dividend
    397       397       397       397       1,588  
Income (loss) to common shareholders
  $ 458     $ 2,028     $ 1,021     $ (21,560 )   $ (18,053 )
 
 
                                       
Net income (loss) per common share:
                                       
Basic
  $ 0.08     $ 0.38     $ 0.18     $ (3.94 )   $ (3.30 )
Diluted
  $ 0.08     $ 0.38     $ 0.18     $ (3.94 )   $ (3.30 )
 

48


 

Notes to Consolidated Financial Statements — (Continued)
                                         
                                    Year  
  Three Months Ended Ended  
    Sep. 08     Dec. 08     Mar. 09     June 09     June 09  
 
Total interest income
  $ 23,820     $ 23,135     $ 22,028     $ 21,500     $ 90,483  
Total interest expense
    12,923       12,513       12,068       11,342       48,846  
 
Net interest income
    10,897       10,622       9,960       10,158       41,637  
Provision for loan losses
    1,027       2,129       1,826       1,772       6,754  
 
Net interest income after provision for losses
    9,870       8,493       8,134       8,386       34,883  
Net impairment losses recognized in earnings
    (3,940 )     (1,060 )     (20,909 )     (4,454 )     (30,363 )
Noninterest income
    2,758       2,613       2,714       4,577       12,662  
Noninterest expense
    7,096       7,151       7,246       7,927       29,420  
 
Income (loss) before income taxes
    1,592       2,895       (17,307 )     582       (12,238 )
Income tax expense
    487       830       (3,237 )     (776 )     (2,696 )
 
Net income (loss)
  $ 1,105     $ 2,065     $ (14,070 )   $ 1,358     $ (9,542 )
 
Preferred Stock Dividend
    0       35       397       397       829  
Income (loss) to common shareholders
  $ 1,105     $ 2,030     $ (14,467 )   $ 961     $ (10,371 )
 
 
                                       
Net income (loss) per common share:
                                       
Basic
  $ 0.20     $ 0.37     $ (2.65 )   $ 0.18     $ (1.90 )
Diluted
  $ 0.20     $ 0.37     $ (2.65 )   $ 0.18     $ (1.90 )
 
Note N — Parent Company Condensed Financial Statements
(Dollar amounts in thousands)
     The condensed balance sheets and statements of income and cash flows for Parkvale Financial Corporation as of June 30, 2010 and 2009 and the years then ended are presented below. PFC’s primary subsidiary is Parkvale Savings Bank (“PSB”).
                 
Statements of Financial Condition   2010     2009  
 
Assets:
               
Investment in PSB
  $ 140,889     $ 172,292  
Cash
    1,750       2,790  
Other equity investments
    680       574  
Other assets
    343       433  
Deferred taxes
    157       220  
     
Total assets
  $ 143,819     $ 176,309  
     
 
               
Liabilities and Shareholders’ Equity:
               
Accounts payable
  $ 645     $ 75  
Term debt
    23,750       25,000  
Dividends payable
    480       474  
Shareholders’ equity
    118,944       150,760  
     
Total liabilities and shareholders’ equity
  $ 143,819     $ 176,309  
     

49


 

Notes to Consolidated Financial Statements — (Continued)
                         
Statements of Operations   2010     2009     2008  
 
Dividends from PSB
  $ 3,400     $ 1,950     $ 17,050  
(Loss) gain on sale of assets
          (1,376 )     (1,714 )
Other income
    162       200       360  
Operating expenses
    (1,274 )     (1,002 )     5  
     
Income before equity in undistributed earnings of subsidiary
    2,288       (228 )     15,701  
 
                       
Equity in undistributed income (loss) of PSB
    (18,753 )     (9,314 )     (2,898 )
     
Net income (loss)
  $ (16,465 )   $ (9,542 )   $ 12,803  
     
                         
    Year ended June 30,  
Statements of Cash Flows   2010     2009     2008  
  | | |
Cash flows from operating activities:
                       
Management fee income received
  $ 144     $ 144     $ 144  
Dividends received
    3,400       1,950       17,050  
Taxes received from PSB
    425       276       182  
Payment of trust preferred securities
                (7,200 )
Cash paid to suppliers
    (1,779 )     (797 )     (352 )
 
Net cash provided by operating activities
    2,190       1,573       9,824  
 
Cash flows from investing activities:
                       
(Repayment) proceeds of term debt
    (1,250 )     25,000        
Proceeds of TARP CPP
          31,762        
Additional Investment in PSB
          (50,000 )      
Proceeds from available for sale security sales
          368       111  
Purchases of available for sale securities
                (1,168 )
 
Net cash (used in) provided by investing activities
    (1,250 )     7,130       (1,057 )
 
Cash flows from financing activities:
                       
Payment for treasury stock
          (717 )     (4,949 )
Allocation of treasury stock to benefit plans
    703             838  
Dividends paid to stockholders
    (2,683 )     (5,426 )     (4,860 )
Stock options exercised
          21       172  
 
Net cash used in financing activities
    (1,980 )     (6,122 )     (8,799 )
 
Net increase (decrease) in cash and cash equivalents
    (1,040 )     2,581       (32 )
Cash and cash equivalents at beginning of year
    2,790       209       241  
 
Cash and cash equivalents at end of year
  $ 1,750     $ 2,790     $ 209  
 
 
                       
Net (loss) income
  $ (16,465 )   $ (9,542 )   $ 12,803  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Distributed (undistributed) income of PSB
    18,753       9,314       2,898  
Taxes received from PSB
    425       276       182  
Decrease of trust preferred securities
                (7,200 )
(Increase) in other assets
    90       1,482       793  
Decrease (increase) in accrued expenses
    (613 )     43       348  
 
Net cash (used in) provided by operating activities
  $ 2,190     $ 1,573     $ 9,824  
 

50


 

Note O — Fair Value of Financial Instruments
(Dollar amounts in thousands)
US GAAP requires a hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value. This hierarchy requires the use of observable market data when available. The three broad levels of hierarchy are as follows:
     
Level I —
  Quoted prices are available in the active markets for identical assets or liabilities as of the measurement date.
 
   
Level II —
  Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.
 
   
Level III —
  Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Level III valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.
The following table presents the assets and liabilities reported on the consolidated statements of financial condition at their fair value as of June 30, 2010 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Equity securities in the available-for-sale security portfolio are measured at fair value using quoted market prices and classified within Level I of the valuation hierarchy. OTTI held to maturity investments without quoted market prices are classified within Level III of the valuation hierarchy. Interest rate swaps are fair valued using other similar financial instruments and are classified as Level II.
                                 
Financial Instruments - Measured on a recurring basis   Level I     Level II     Level III     Total  
Assets: Available for sale securities — Non-agency CMOs
  $     $ 59,804           $ 59,804  
Available for sale securities — Common equities
    682                       682  
Available for sale securities — Mutual fund
            5,284               5,284  
Interest rate swaps
          494             494  
The following table presents the assets measured on a nonrecurring basis on the consolidated statements of financial condition at their fair value as of June 30, 2010. In cases where valuation techniques included inputs that are unobservable and are based on estimates and assumptions developed by the reporting entity based on the best information available under each circumstance, the asset valuation is classified as Level III inputs. Trust preferred securities and impaired loans are measured using Level III valuation hierarchy. The estimated fair value of foreclosed real estate is determined by an independent market based appraisal less costs to sell and is classified as Level II.
                                 
    Level I     Level II     Level III     Total  
Assets Measured on a Nonrecurring Basis:
                               
OTTI — Held to maturity trust preferred securities
              $ 6,652     $ 6,652  
Impaired loans
                9,687       9,687  
Impaired foreclosed real estate
          2,347             2,347  
US GAAP requires the determination of fair value for certain assets, liabilities and contingent liabilities. The carrying amount approximates fair value for the following categories:
Cash and Noninterest-Bearing Deposits, which includes noninterest-bearing demand deposits
Federal Funds Sold
Interest-Earning Deposits in Other Banks
Accrued interest
Cash Surrender Value (CSV) of Bank Owned Life Insurance (BOLI)
Checking, savings and money market accounts

51


 

The following methods and assumptions were used to estimate the fair value of other classes of financial instruments as of June 30, 2010 and June 30, 2009.
Investment Securities: The fair values of investment securities are obtained from the Interactive Data Corporation pricing service and various investment brokers for securities not available from public sources. Prices on certain trust preferred securities were calculated using a cash flow model discounted using current LIBOR plus a market spread for longer term securities as permitted for Level III assets when market quotes are not available. See accompanying notes for additional information on investment securities.
Loans Receivable: Fair values were estimated by discounting contractual cash flows using interest rates currently being offered for loans with similar credit quality adjusted for prepayment assumptions.
Deposit Liabilities: Fair values of commercial investment agreements and fixed-maturity certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on commercial investment agreements or time deposits of similar remaining maturities.
Advances from Federal Home Loan Bank: Fair value is determined by discounting the advances using estimated incremental borrowing rates for similar types of borrowing arrangements.
Term Debt and Other Debt: Fair value is determined by discounting the term and other debt using estimated incremental borrowing rates for similar types of borrowing arrangements.
Off-Balance-Sheet Instruments: Fair value for off-balance-sheet instruments (primarily loan commitments) are estimated using internal valuation models and are limited to fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Unused consumer and commercial lines of credit are assumed equal to the outstanding commitment amount due to the variable interest rate attached to these lines of credit.
                                 
    2010     2009  
    Estimated     Carrying     Estimated     Carrying  
    Fair Value     Value     Fair Value     Value  
                                 
Financial Assets:
                               
Cash and noninterest-earning deposits
  $ 17,736     $ 17,736     $ 15,381     $ 15,381  
Federal funds sold
    135,773       135,773       150,510       150,510  
Interest-earning deposits in other banks
    801       801       3,899       3,899  
Investment securities AFS
    65,770       65,778       9,679       8,215  
Investment securities HTM
    437,931       443,452       504,029       438,745  
FHLB stock
    14,357       14,357       13,826       13,826  
Loans receivable
    1,087,009       1,050,755       1,154,459       1,125,886  
Accrued interest receivable
    7,409       7,409       7,842       7,842  
CSV of BOLI
    25,288       25,288       24,188       24,188  
                                 
 
                               
Financial Liabilities:
                               
Checking, savings and money market accounts
  $ 689,881     $ 689,881     $ 621,967     $ 621,967  
Certificates of deposit
    812,339       791,709       900,017       878,433  
Advances from Federal Home Loan Bank
    204,699       185,973       199,156       186,202  
Term Debt
    24,244       23,750       24,673       25,000  
Commercial investment agreements
    13,156       13,865       21,136       21,261  
Accrued interest payable
    902       902       865       865  
                                 
Off-Balance Sheet Instruments Loan Commitments
  $ 118     $     $ 13     $  
                                 

52


 

Part IV.
Item 9A. Controls and Procedures.
The Corporation’s management, under the supervision of and with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, has carried out an evaluation of the design and effectiveness of the Corporation’s disclosure controls and procedures as defined in Rule 13a-15e and Rule 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this amended report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are designed to ensure that all material information required to be disclosed in reports the Corporation files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There were no significant changes in the Corporation’s internal control over financial reporting that occurred during the period covered by this amended report that have materially affected, or that are reasonably likely to affect, our internal control over financial reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Parkvale Financial Corporation (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting.
     The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
    Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the board of directors of the Company; and
 
    Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions or because of declines in the degree of compliance with the policies or procedures.
     The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2010. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.
     As of June 30, 2010, based on management’s assessment, the Company’s internal control over financial reporting was effective.
     ParenteBeard LLC, the Company’s independent registered public accounting firm, has issued an audit report on our assessment of the Company’s internal control over financial reporting. See “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting” within this report.
       
 
Robert J. McCarthy, Jr.
  Gilbert A. Riazzi
 
President and Chief Executive Officer
  Chief Financial Officer
 
 
   
 
November 12, 2010
   

53


 

Report of Independent Registered Public Accounting Firm
On Internal Control Over Financial Reporting
Board of Directors and Shareholders
Parkvale Financial Corporation
We have audited Parkvale Financial Corporation and subsidiaries internal control over financial reporting as of June 30, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Parkvale Financial Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Parkvale Financial Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of June 30, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition of Parkvale Financial Corporation and subsidiaries as of June 30, 2010, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended, and our report dated September 13, 2010 expressed an unqualified opinion.
/s/ ParenteBeard LLC
Pittsburgh, Pennsylvania
September 13, 2010, except for Note G, as to which the date is November 12, 2010

54


 

Item 15. Exhibits and Financial Statement Schedules
     (a) (1) Financial Statements
     
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  Item 7
Management’s Report on Internal Control over Financial Reporting
  Item 9A
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
  Item 9A
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
  Item 8
Consolidated Statements of Financial Condition at June 30, 2010 and 2009
  Item 8
Consolidated Statements of Operations for each of the three years in the period ended June 30, 2010
  Item 8
Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 2010
  Item 8
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended June 30, 2010
  Item 8
Notes to Consolidated Financial Statements
  Item 8
     (a) (2) Financial Statements Schedules
     All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Consolidated Financial Statements or notes thereto.
     (a) (3) Exhibits
         
No.   Exhibits   Reference
3.1
  Articles of Incorporation   A
 
       
 
  Amendment to Articles of Incorporation   D
 
       
3.2
  Statement with respect to Shares (certificate of Designations) for the Series A Preferred Stock   G
 
       
3.3
  Amended and Restated Bylaws   D
 
       
4.1
  Common Stock Certificate   A
 
       
4.2
  Form of Stock Certificate for the Series A Preferred Stock   G
 
       
4.3
  Warrant to Purchase Shares of Common Stock   G
 
       
10.1
  1993 Key Employee Stock Compensation Program   B
 
       
10.2
  1993 Directors’ Stock Option Plan   E
 
       
10.3
  Amended and Restated 2004 Stock Incentive Plan   D
 
       
10.4
  Consulting Agreement with Robert D. Pfischner   C
 
       
10.5
  Amended and Restated Employment Agreement with Robert J. McCarthy, Jr.   D
 
       
10.6
  Change in Control Severance Agreement with Gilbert A. Riazzi   F
 
       
10.7
  Amended and Restated Change in Control Severance Agreement with Gail B. Anwyll   D
 
       
10.8
  Amended and Restated Change in Control Severance Agreement with Thomas R. Ondek   D
 
       
10.9
  Amended and Restated Executive Deferred Compensation Plan   D
 
       
10.10
  Amended and Restated Supplemental Executive Benefit Plan   D
 
       
10.11
  Letter Agreement (including the Securities Purchase Agreement — Standard Terms) Between Parkvale Financial Corporation and the United States Department of the Treasury, dated December 23, 2008   G
 
       
10.12
  Form of Waiver executed by each of Robert J. McCarthy, Jr., Gilbert A. Riazzi, Thomas R. Ondek and Gail B. Anwyll   G
 
       
10.13
  Form of Letter Agreement between Parkvale Financial Corporation and each of Robert J. McCarthy, Jr., Gilbert A. Riazzi, Thomas R. Ondek and Gail B. Anwyll   G
 
       
10.14
  Letter Agreement for Term Loan between Parkvale Financial Corporation and PNC Bank, National Association, dated December 30, 2008   H
 
       
10.15
  Term Note between Parkvale Financial Corporation and PNC Bank, National Association, dated December 30, 2008   H
 
       
10.16
  Pledge Agreement between Parkvale Financial Corporation and PNC Bank, National Association, dated December 30, 2008   H
 
       
10.17
  Waiver and First Amendment to Loan Documents between Parkvale Financial Corporation and PNC Bank, National Association, dated June 30, 2010    
 
       
23
  Consent of Independent Registered Public Accounting Firm    
 
       
31.1
  Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    
 
       
31.2
  Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    
 
       
32.1
  Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    

55


 

 
A
  Incorporated by reference to the Registrant’s Form 8-B filed with the SEC on January 5, 1989.
 
B
  Incorporated by reference, as amended, to Form S-8 at File No. 33-98812 filed by the Registrant with the SEC on November 1, 1995.
 
C
  Incorporated by reference to Form 10-K filed by the Registrant with the SEC on September 28, 1994.
 
D
  Incorporated by reference to Form 8-K filed by the Registrant with the SEC on December 28, 2007.
 
E
  Incorporated by reference to Form 10-K filed by the Registrant with the SEC on September 24, 1998.
 
F
  Incorporated by reference to Form 8-K filed by the Registrant with the SEC on February 3, 2010.
 
G
  Incorporated by reference to Form 8-K filed by the Registrant with the SEC on December 24, 2008.
 
H
  Incorporated by reference to Form 8-K filed by the Registrant with the SEC on December 31, 2008.

56


 

SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  PARKVALE FINANCIAL CORPORATION
 
 
Date: November 12, 2010  By:   /s/ Robert J. McCarthy, Jr.    
    Robert J. McCarthy, Jr.   
    Director, President and
Chief Executive Officer 
 
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
         
/s/ Robert J. McCarthy, Jr.
 
  November 12, 2010
 
   
Robert J. McCarthy, Jr.
  Date    
Director, President and
       
Chief Executive Officer
       
 
 
       
/s/ Gilbert A. Riazzi
  November 12, 2010    
 
       
Gilbert A. Riazzi
  Date    
Chief Financial Officer
       
 
 
       
/s/ Robert D. Pfischner
  November 12, 2010    
 
       
Robert D. Pfischner, Chairman of the Board
  Date    
 
 
       
/s/ Fred P. Burger, Jr.
  November 12, 2010    
 
       
Fred P. Burger, Jr., Director
  Date    
 
 
       
/s/ Andrea F. Fitting
  November 12, 2010    
 
       
Andrea F. Fitting, Director
  Date    
 
 
       
/s/ Stephen M. Gagliardi
  November 12, 2010    
 
       
Stephen M. Gagliardi, Director
  Date    
 
 
       
/s/ Patrick J. Minnock
  November 12, 2010    
 
       
Patrick J. Minnock, Director
  Date    
 
 
       
/s/ Harry D. Reagan
  November 12, 2010    
 
       
Harry D. Reagan, Director
  Date    

57