UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~ June 30, ~~2011~~2013

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

For the transition period from to .

333-~~153486-99~~188193

Commission File Number

RIVERVIEW FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania		26-3853402
(State or other jurisdiction of		(IRS Employer Identification Number)
incorporation or organization)

3rd and Market Streets, Halifax, PA 17032

(Address of principal executive offices)

Registrant’s telephone number: 717-896-3433

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,~~742~~716,~~516~~316 shares of Common Stock, par value $0.50 per share, outstanding as of ~~October 31~~September 19, ~~2011~~2013.

Table of Contents

Explanatory Note

Riverview Financial Corporation (“Riverview”), and Union Bancorp, Inc. (“Union”) filed a Registration Statement on Form S-4 (333-188193) (the “Registration Statement”), which became effective on August 9, 2013, pertaining to the proposed consolidation of Riverview and Union into a new, yet-to-be-formed company. The parties anticipate that the consolidation will close in the fourth quarter of 2013. As a result of Riverview being deemed a registrant for the purposes of the Registration Statement, Riverview is required, under Section 15(d) of the Securities Exchange Act of 1934, to file this Quarterly Report for the period ended June 30, 2013 within 45 days of the effective date of the Registration Statement.

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RIVERVIEW FINANCIAL CORPORATION

INDEX TO FORM 10-Q

		PAGE	~~PAGE~~
PART I.	Financial Information
Item 1.	Financial Statements:
	Consolidated Balance Sheets at September 30, 2011 (unaudited) and December 31, 2010		3
	Consolidated Balance Sheets at June 30, 2013 (unaudited) and December 31, 2012	4
	Consolidated Statements of Income for the Nine Months Ended September 30, 2011 and 2010 (unaudited)		4
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2013 and 2012 (unaudited)	5
	Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2011 and 2010 (unaudited)		5
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2013 and 2012 (unaudited)	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010 (unaudited)		6
	Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2013 and 2012 (unaudited)	7
	Notes to Consolidated Financial Statements		8
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		33
	Notes to Consolidated Financial Statements	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		48
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 4T.	Controls and Procedures		48
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	49
PART II.	Other Information
Item 4.	Controls and Procedures	49
Item 1.	Legal Proceedings		49
PART II.	Other Information
Item 1A.	Risk Factors		49
Item 1.	Legal Proceedings	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		49
Item 1A.	Risk Factors	50
Item 3.	Defaults Upon Senior Securities		49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 4.	(Removed and Reserved)		49
Item 3.	Defaults Upon Senior Securities	50
Item 5.	Other Information		49
Item 4.	Mine Safety Disclosures	50
Item 6.	Exhibits		50
Item 5.	Other Information	50
SIGNATURES			52
Item 6.	Exhibits	50
Exhibit Index			53
SIGNATURES		52
Exhibit Index		53

Table of Contents

PART I. FINANCIAL INFORMATION

PART I.	FINANCIAL INFORMATION

ITEM 1:	FINANCIAL STATEMENTS

~~ITEM~~RIVERVIEW 1. FINANCIAL ~~STATEMENTS~~CORPORATION

~~RIVERVIEW~~CONSOLIDATED ~~FINANCIAL~~BALANCE ~~CORPORATION~~SHEET

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
(In thousands, except share data)	2013			2012
	(Unaudited)			(Audited)
Assets
Cash and due from banks	$	9,288		$	8,611
Federal funds sold	7,942			1,567
Interest bearing deposits	5,096			5,774
Cash and cash equivalents	22,326			15,952
Interest bearing time deposits with banks	250			250
Investment securities available for sale	32,680			45,101
Mortgage loans held for sale	856			830
Loans, net of allowance for loan losses of $3,773 - 2013; $3,736 - 2012	236,394			234,112
Premises and equipment	6,948			7,162
Accrued interest receivable	911			1,014
Restricted investments in bank stocks	973			1,429
Cash value of life insurance	6,818			6,706
Foreclosed assets	1,809			1,909
Goodwill	2,297			2,297
Intangible assets	493			547
Other assets	2,074			1,888
Total Assets	$	314,829		$	319,197

Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Demand, non-interest bearing	$	22,865		$	24,526
Demand, interest bearing	110,968			97,576
Savings and money market	58,469			48,342
Time	86,347			99,001
Total deposits	278,649			269,445
Short-term borrowings	—			11,000
Long-term borrowings	7,000			9,550
Accrued interest payable	131			214
Other liabilities	2,314			2,251
Total Liabilities	288,094			292,460

Shareholders’ Equity
Common stock, par value $0.50 per share; authorized 5,000,000 shares; issued 2013 and 2012 1,750,003 shares; outstanding 2013 and 2012 1,716,316 shares	875			875
Surplus	11,372			11,350
Retained earnings	14,832			14,217
Accumulated other comprehensive income (loss)	(7		)	632
Treasury stock, at cost 2013 and 2012 33,687 shares	(337		)	(337		)
Total Shareholders’ Equity	26,735			26,737
Total Liabilities and Shareholders’ Equity	$	314,829		$	319,197

(In thousands, except share data)	September 30, 2011			December 31, 2010
	(Unaudited)
Assets
Cash and due from banks	$	4,075		$	5,514
Interest bearing deposits	32,110			24,607
Cash and cash equivalents	36,185			30,121
Interest bearing time deposits with banks	250			350
Investment securities available for sale	44,119			48,696
Mortgage loans held for sale	109			322
Loans, net of allowance for loan losses of $2,983 - 2011; $2,973 - 2010	187,821			175,064
Premises and equipment	7,417			7,607
Accrued interest receivable	964			896
Restricted investments in bank stocks	2,043			2,311
Cash value of life insurance	5,834			5,823
Foreclosed assets	232			230
Goodwill	1,796			1,796
Intangible assets	124			150
Other assets	1,819			1,992
Total Assets	$	288,713		$	275,358
Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Demand, non-interest bearing	$	22,262		$	18,440
Demand, interest bearing	94,778			81,990
Savings and money market	33,041			32,652
Time	97,034			104,190
Total deposits	247,115			237,272
Short-term borrowings	1,286			968
Long-term borrowings	12,179			10,683
Accrued interest payable	217			271
Other liabilities	1,313			1,237
Total Liabilities	262,110			250,431
Shareholders’ Equity
Common stock, par value $0.50 per share; authorized 5,000,000 shares; issued 2011 and 2010 1,750,003 shares; outstanding 2011 1,742,516 shares; 2010 1,745,916 shares	$	875		$	875
Surplus	11,295			11,280
Retained earnings	13,631			12,841
Accumulated other comprehensive loss	885			(29		)
Treasury stock, at cost 2011 7,487 shares; 2010 4,087 shares	(83		)	(40		)
Total Shareholders’ Equity	26,603			24,927
Total Liabilities and Shareholders’ Equity	$	288,713		$	275,358

The accompanying notes are an integral part of these consolidated financial statements.

~~The accompanying notes are an integral part of these consolidated financial statements.~~4

3Table of Contents

~~Table~~RIVERVIEW ofFINANCIAL ~~Contents~~CORPORATION

~~RIVERVIEW~~CONSOLIDATED ~~FINANCIAL~~STATEMENTS ~~CORPORATION~~OF INCOME

~~CONSOLIDATED STATEMENTS OF INCOME~~(Unaudited)

(Unaudited)

	Three Months Ended						Six Months Ended
(In thousands, except share data)	June 30,						June 30,
	2013			2012			2013			2012
Interest and Dividend Income
Loans, including fees	$	2,970		$	2,815		$	5,936		$	5,691
Investment securities - taxable	34			153			86			325
Investment securities - tax exempt	178			184			356			358
Interest-bearing deposits	7			5			12			14
Dividends	1			1			3			2
Total Interest Income	3,190			3,158			6,393			6,390

Interest Expense
Deposits	541			713			1,165			1,460
Short-term borrowings	—			2			1			3
Long-term debt	79			91			160			184
Total Interest Expense	620			806			1,326			1,647

Net Interest Income	2,570			2,352			5,067			4,743

Provision for Loan Losses	—			35			—			85

Net Interest Income after Provision for Loan Losses	2,570			2,317			5,067			4,658

Noninterest Income
Service charges on deposit accounts	74			66			146			128
Other service charges and fees	96			89			171			182
Earnings on cash value of life insurance	55			63			114			126
Fees and commissions from securities brokerage	157			—			272			—
Gain on sale of available for sale securities	—			—			119			770
Loss on sale of other real estate owned	(35		)	(28		)	(35		)	(28		)
Gain/(loss) on write-down of other real estate owned	1			—			(74		)	—
Loss on other assets	—			(7		)	—			(7		)
Gain on sale of mortgage loans	229			90			386			163
Total Noninterest Income	577			273			1,099			1,334

Noninterest Expenses
Salaries and employee benefits	1,259			1,131			2,521			2,310
Occupancy expenses	240			219			495			447
Equipment expenses	129			119			263			242
Telecommunication and processing charges	178			149			369			323
Postage and office supplies	68			64			124			125
FDIC premiums	66			66			106			136
Bank shares tax expense	74			71			147			142
Directors’ compensation	67			66			142			132
Professional services	43			47			99			98
Other expenses	261			186			502			330
Total Noninterest Expenses	2,385			2,118			4,768			4,285

Income before Income Taxes	762			472			1,398			1,707

Applicable Federal Income Taxes	201			78			354			416

Net Income	$	561		$	394		$	1,044		$	1,291

Basic and Diluted Earnings Per Share	$	0.33		$	0.23		$	0.61		$	0.75

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except share data)	2011		2010		2011		2010
Interest and Dividend Income
Loans, including fees	$	2,706	$	2,810	$	8,056	$	8,159
Investment securities - taxable	249		288		737		790
Investment securities - tax exempt	153		136		471		424
Interest-bearing deposits	16		6		49		29
Dividends	5		5		17		17
Total Interest Income	3,129		3,245		9,330		9,419
Interest Expense
Deposits	836		957		2,546		2,850
Short-term borrowings	—		2		2		6
Long-term debt	74		69		215		205
Total Interest Expense	910		1,028		2,763		3,061
Net Interest Income	2,219		2,217		6,567		6,358
Provision for Loan Losses	232		582		515		871
Net Interest Income after Provision for Loan Losses	1,987		1,635		6,052		5,487
Noninterest Income
Service charges on deposit accounts	76		83		214		239
Other service charges and fees	90		103		269		340
Earnings on cash value of life insurance	228		62		348		188
Gain on sale of available for sale securities	38		—		274		4
Gain on sale of other real estate owned	—		—		9		—
Gain on sale of mortgage loans	34		156		99		270
Total Noninterest Income	466		404		1,213		1,041
Noninterest Expenses
Salaries and employee benefits	984		819		2,804		2,451
Occupancy expenses	191		165		566		532
Equipment expenses	115		99		320		298
Telecommunication and processing charges	146		119		450		360
Postage and office supplies	48		50		145		146
FDIC premiums	63		90		222		270
Bank shares tax expense	41		62		178		195
Directors’ compensation	64		65		185		192
Professional services	34		35		141		111
Other expenses	190		140		480		379
Total Noninterest Expenses	1,876		1,644		5,491		4,934
Income before Income Taxes	577		395		1,774		1,594
Applicable Federal Income Taxes	74		65		330		324
Net Income	$	503	$	330	$	1,444	$	1,270
Basic Earnings Per Share	$	0.29	$	0.19	$	0.83	$	0.73
Diluted Earnings Per Share	$	0.29	$	0.19	$	0.83	$	0.73

The accompanying notes are an integral part of these consolidated financial statements.

~~The accompanying notes are an integral part of these consolidated financial statements.~~5

4Table of Contents

~~Table~~RIVERVIEW ofFINANCIAL ~~Contents~~CORPORATION

~~RIVERVIEW~~CONSOLIDATED ~~FINANCIAL~~STATEMENTS ~~CORPORATION~~OF COMPREHENSIVE INCOME

~~CONSOLIDATED~~Three ~~STATEMENTS~~and OFSix ~~CHANGES~~Months INEnded ~~SHAREHOLDERS’~~June 30, ~~EQUITY~~2013 and 2012

~~Nine Months Ended September 30, 2011 and 2010~~(Unaudited)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(In thousands)
Net income	$	561		$	394		$	1,044		$	1,291
Other comprehensive income (loss), net of tax:
Unrealized gains and losses on securities available for sale:
Net unrealized losses arising during the period, net of tax	(393		)	(223		)	(718		)	(1,039		)
Reclassification adjustment for income included in net income, net of tax	—			—			79			509
Total other comprehensive income (loss), net of tax	(393		)	(223		)	(639		)	(530		)

Total comprehensive income	$	168		$	171		$	405		$	761

(In thousands, except share data)	Common Stock		Surplus		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Shareholders’ Equity
Balance — January 1, 2010	$	875	$	11,252	$	12,429		$	161		$	—		$	24,717
Comprehensive income:
Net income	—		—		1,270			—			—			1,270
Other comprehensive income	—		—		—			519			—			519
Total Comprehensive Income														1,789
Compensation cost of option grants	—		22		—			—			—			22
Cash dividends, $0.375 per share	—		—		(656		)	—			—			(656		)
Repurchase common stock	—		—		—			—			(28		)	(28		)
Balance — September 30, 2010	$	875	$	11,274	$	13,043		$	680		$	(28	)	$	25,844
Balance — January 1, 2011	$	875	$	11,280	$	12,841		$	(29	)	$	(40	)	$	24,927
Comprehensive income:
Net income	—		—		1,444			—			—			1,444
Other comprehensive income	—		—		—			914			—			914
Total Comprehensive Income														2,358
Compensation cost of option grants	—		15		—			—			—			15
Cash dividends, $0.375 per share	—		—		(654		)	—			—			(654		)
Repurchase common stock	—		—		—			—			(43		)	(43		)
Balance —September 30, 2011	$	875	$	11,295	$	13,631		$	885		$	(83	)	$	26,603

The accompanying notes are an integral part of these consolidated financial statements.

~~The accompanying notes are an integral part of these consolidated financial statements.~~6

5Table of Contents

~~Table~~RIVERVIEW ofFINANCIAL ~~Contents~~CORPORATION

~~RIVERVIEW~~CONSOLIDATED ~~FINANCIAL~~STATEMENT ~~CORPORATION~~OF CHANGES IN SHAREHOLDERS’ EQUITY

~~CONSOLIDATED~~Six ~~STATEMENTS~~Months OFEnded ~~CASH~~June 30, ~~FLOWS~~2013 and 2012

(Unaudited)

	Nine Months Ended September 30,
(In thousands, except share data)	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Shareholders’ Equity
	2011			2010
Balance — January 1, 2012	$	875		$	11,307		$	13,490		$	1,006		$	(272	)	$	26,406
	(In thousands)
Net income	—			—			1,291			—			—			1,291
Cash Flows from Operating Activities
Other comprehensive income (loss)	—			—			—			(530		)	—			(530		)
Net income	$	1,444		$	1,270
Compensation cost of option grants	—			27			—			—			—			27
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Cash dividends, $0.25 per share	—			—			(430		)	—			—			(430		)
Depreciation	415			402
Repurchase common stock	—			—			—			—			(13		)	(13		)
Provision for loan losses	515			871
Balance — June 30, 2012	$	875		$	11,334		$	14,351		$	476		$	(285	)	$	26,751
Granting of stock options	15			22
Balance — January 1, 2013	$	875		$	11,350		$	14,217		$	632		$	(337	)	$	26,737
Net amortization of premiums on securities available for sale	127			179
Net income	—			—			1,044			—			—			1,044
Net realized gain on sale of foreclosed real estate	(9		)	—
Other comprehensive income (loss)	—			—			—			(639		)	—			(639		)
Net realized gain on sale of securities available for sale	(274		)	(4		)
Compensation cost of option grants	—			22			—			—			—			22
Amortization of intangible assets	26			21
Cash dividends, $0.25 per share	—			—			(429		)	—			—			(429		)
Deferred income taxes	(71		)	(5		)
Balance — June 30, 2013	$	875		$	11,372		$	14,832		$	(7	)	$	(337	)	$	26,735
Proceeds from sale of mortgage loans	5,202			15,581
Net gain on sale of mortgage loans	(99		)	(270		)
Mortgage loans originated for sale	(4,890		)	(15,546		)
Earnings on cash value of life insurance, net	(178		)	(188		)
Increase in accrued interest receivable and other assets	(294		)	(49		)
Increase (decrease) in accrued interest payable and other liabilities	22			(137		)
Net Cash Provided by Operating Activities	1,951			2,147
Cash Flows from Investing Activities
Net maturities of interest bearing time deposits with banks	100			2,350
Securities available for sale:
Purchases	(20,751		)	(28,701		)
Proceeds from maturities, calls and principal repayments	6,870			8,886
Proceeds from sales	19,989			6,174
Net decrease in restricted investments in bank stock	268			—
Proceeds from the sale of other real estate owned	76			239
Net increase in loans	(13,341		)	(6,656		)
Purchases of premises and equipment	(225		)	(744		)
Proceeds from life insurance	167			—
Net Cash Used in Investing Activities	(6,847		)	(18,452		)
Cash Flows from Financing Activities
Net increase in deposits	9,843			18,160
Net increase (decrease) in securities sold under agreements to repurchase	318			(34		)
Proceeds from long-term borrowings	1,500			—
Payments on long-term borrowings	(4		)	(11		)
Purchase of treasury stock	(43		)	(28		)
Dividends paid	(654		)	(656		)
Net Cash Provided by Financing Activities	10,960			17,431
Net Increase in Cash and Cash Equivalents	6,064			1,126
Cash and Cash Equivalents - Beginning	30,121			24,833
Cash and Cash Equivalents - Ending	$	36,185		$	25,959

6The accompanying notes are an integral part of these consolidated financial statements.

~~Table of Contents~~7

~~CONSOLIDATED~~Table ~~STATEMENTS~~of ~~OF CASH FLOWS — CONTINUED~~Contents

	Nine Months Ended September 30,
	2011		2010
	(In thousands)
Supplemental Disclosures of Cash Flows Information
Interest paid	$	2,817	$	3,174
Income taxes paid	298		177
Supplemental Schedule of Noncash Investing and Financing Activities
Other real estate acquired in settlement of loans	$	69	$	137

RIVERVIEW FINANCIAL CORPORATION

~~The~~CONSOLIDATED ~~accompanying~~STATEMENT ~~notes~~OF ~~are~~CASH ~~an integral part of these consolidated financial statements.~~FLOWS

7(Unaudited)

Table of Contents

	Six Months Ended June 30,
(In thousands)	2013			2012
Cash Flows from Operating Activities
Net income	$	1,044		$	1,291
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	295			299
Provision for loan losses	—			85
Granting of stock options	22			27
Net amortization of premiums on securities available for sale	158			180
Net realized loss from write-down or sale of foreclosed real estate and other assets	109			28
Net realized gain on sale of securities available for sale	(119		)	(770		)
Acquisition of mortgage servicing rights	—			(3		)
Amortization of intangible assets	54			17
Deferred income taxes	(146		)	278
Proceeds from sale of mortgage loans	24,767			12,643
Net gain on sale of mortgage loans	(386		)	(163		)
Mortgage loans originated for sale	(24,407		)	(12,783		)
Earnings on cash value of life insurance, net	(114		)	(126		)
(Increase) decrease in accrued interest receivable and other assets	392			(307		)
Decrease in accrued interest payable and other liabilities	(20		)	(367		)

Net Cash Provided by Operating Activities	1,649			329

Cash Flows from Investing Activities
Securities available for sale:
Purchases	—			(29,214		)
Proceeds from maturities, calls and principal repayments	5,987			3,501
Proceeds from sales	5,427			19,106
Proceeds from the sale of foreclosed real estate	135			—
Net decrease in restricted investments in bank stock	456			150
Net increase in loans	(2,426		)	(13,180		)
Purchases of premises and equipment	(81		)	(315		)
Purchase of life insurance	—			(775		)
Proceeds from life insurance	2			—

Net Cash Provided by (Used in) Investing Activities	9,500			(20,727		)

Cash Flows from Financing Activities
Net increase in deposits	9,204			2,332
Net increase in securities sold under agreements to repurchase	—			627
Payments on short-term borrowings	(11,000		)	2,000
Repayment of long-term debt	(2,550		)	(1,128		)
Purchase of treasury stock	—			(13		)
Dividends paid	(429		)	(430		)

Net Cash Provided by (Used in) Financing Activities	(4,755		)	3,388

Net Increase (Decrease) in Cash and Cash Equivalents	6,374			(17,010		)
Cash and Cash Equivalents - Beginning	15,952			27,905

Cash and Cash Equivalents - Ending	$	22,326		$	10,895

~~RIVERVIEW FINANCIAL CORPORATION~~8

~~NOTES~~Table TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~September~~RIVERVIEW ~~30,~~FINANCIAL ~~2011~~CORPORATION

~~(Unaudited)~~CONSOLIDATED STATEMENT OF CASH FLOWS — CONTINUED

~~Note 1 — Summary of Significant Accounting Policies~~(Unaudited)

Nature of Operations

	Six Months Ended June 30,
	2013		2012
	(In thousands)

Supplemental Disclosures of Cash Flows Information
Interest paid	$	1,376	$	1,687
Income taxes paid	$	339	$	362

Supplemental Schedule of Noncash Investing and Financing Activities
Other real estate acquired in settlement of loans	$	144	$	983

~~Riverview~~The ~~Financial~~accompanying ~~Corporation~~notes ~~(“Riverview”)~~are ~~and~~an ~~its~~integral ~~wholly-owned~~part bank subsidiary, Riverview National Bank (the “Bank”) provide loan, deposit and other commercial banking services through two full service offices in Marysville and Duncannon, Perry County, Pennsylvania, one full service office in Hampden Township, Cumberland County, Pennsylvania, one full service office in Tower City, Schuylkill County, Pennsylvania, and four full service and one drive-up office in Halifax, Millersburg, Elizabethville and Harrisburg, Dauphin County, Pennsylvania. In addition, on August 1, 2011 the Bank opened a loan production office in Cressona, Schuylkill County, Pennsylvania. During the third quarter of 2011, the Bank entered into agreements to lease two separate spaces located in Orwigsburg and Pottsville, both in Schuylkill County, Pennsylvania, for the purpose of opening a branch and a regional office, respectively. The opening of these ~~locations~~consolidated isfinancial ~~anticipated for the first quarter of 2012, pending regulatory approval for the branch~~statements.

Riverview competes with several other financial institutions to provide its services to individuals, businesses, municipalities and other organizations. Riverview is subject to regulation and supervision by the Federal Reserve Board while the Bank is subject to regulation and supervision by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. On March 14, 2011, the Bank filed an application with the Pennsylvania Department of Banking to convert from a national banking association to a state-chartered bank. The Bank received approval in June 2011 and the conversion is expected to be completed effective November 19, 2011.9

~~The~~Table ~~accounting~~of and reporting policies followed by Riverview conform to generally accepted accounting principles and to general practices within the banking industry. The following paragraphs briefly describe the more significant accounting policies.Contents

~~Principles~~RIVERVIEW ofFINANCIAL ~~Consolidation and Basis of Accounting~~CORPORATION

~~The~~NOTES ~~accompanying~~TO ~~unaudited~~CONSOLIDATED ~~consolidated~~FINANCIAL financial statements include the accounts of Riverview and its wholly owned bank subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Riverview uses the accrual basis of accounting.STATEMENTS

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and are presented in accordance with instructions for Form 10-Q and Rule 10-01 of the Securities and Exchange Commission Regulation S-X. AccordinglyJune 30, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation are of a normal and recurring nature and have been included.2013

Operating results for the nine-months ended September 30, 2011, are not necessarily indicative of the results that may be expected for the year ended December 31, 2011 or any other future period. The consolidated financial statements presented in this report should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2010, included in Riverview’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2011.(Unaudited)

8Note 1 - Summary of Significant Accounting Policies

~~Table~~Nature of ~~Contents~~Operations

~~Note~~Riverview 1Financial —Corporation ~~Summary~~(“Riverview”) ofand ~~Significant~~its ~~Accounting~~wholly-owned ~~Policies~~bank subsidiary, Riverview Bank (~~Continued~~“Bank”), provide loan, deposit and a full range of banking services to individuals, businesses and municipalities through two full service offices in Marysville and Duncannon, Perry County, Pennsylvania, one full service office in Enola, Cumberland County, Pennsylvania, four full service offices in Tower City, Cressona, Pottsville and Orwigsburg, Schuylkill County, Pennsylvania, three full service and one drive-up office in Halifax, Millersburg and Elizabethville, Dauphin County, Pennsylvania and one commercial office in Wyomissing, Berks County, Pennsylvania. Effective December 27, 2012, the Bank purchased a wealth management business located in Orwigsburg, Schuylkill County, Pennsylvania that provides financial advisory, insurance and investment services relating to non-deposit type investment products. The business, known as Riverview Financial Wealth Management, is a division of the Bank.

~~Use~~The ofBank ~~Estimates~~is a Pennsylvania chartered state bank, which competes with several other financial institutions within its geographic footprint to provide its banking and wealth management services to individuals, businesses, municipalities and other organizations.

~~The~~Riverview ~~preparation~~and ~~of financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~Bank ~~States~~are ofsubject ~~America requires management~~ to ~~make~~regulations ~~estimates and assumptions that affect the reported amounts~~ of ~~assets~~certain ~~and~~state ~~liabilities~~ and ~~disclosure~~federal ofagencies. These ~~contingent~~regulatory ~~assets~~agencies ~~and~~periodically ~~liabilities~~examine atRiverview ~~the date of the financial statements~~ and the ~~reported~~Bank ~~amounts~~for ofadherence ~~income~~to laws and ~~expenses during the reporting period~~regulations. ~~Actual results could differ significantly from those estimates.~~

~~Material~~The ~~estimates~~accounting ~~that~~and ~~are~~reporting ~~particularly~~policies ~~susceptible~~followed toby ~~significant~~Riverview ~~change~~conform ~~in the near term relate~~ to ~~the~~generally ~~determination~~accepted ofaccounting ~~the~~principles ~~allowance for loan losses, the potential impairment of goodwill~~ and ~~restricted~~to ~~stock,~~general ~~the~~practices ~~valuation~~within ~~of deferred tax assets,~~ the ~~determination~~banking ~~of other-than-temporary impairment on securities and the valuation of real estate acquired by foreclosure or in satisfaction of loans~~industry. The ~~determination~~following ofparagraphs ~~the~~briefly ~~adequacy~~describe of the ~~allowance~~more ~~for loan losses is based on estimates that are particularly susceptible to~~ significant ~~changes~~accounting ~~in the economic environment and market conditions~~policies. ~~In connection with the determination of the estimated losses on loans and foreclosed real estate, management obtains independent appraisals for significant collateral.~~

~~While~~Principles ~~management uses available information to recognize losses on loans and foreclosed real estate, further reductions in the carrying amounts~~ of ~~loans~~Consolidation and ~~foreclosed~~Basis ~~real estate may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part~~ of their examination process, periodically review the estimated losses on loans and foreclosed real estate. Such agencies may require the Bank to recognize additional losses based on their judgment about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans and foreclosed real estate may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.Accounting

~~Accounting~~The ~~Policies~~accompanying unaudited consolidated financial statements include the accounts of Riverview and its wholly-owned bank subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Riverview uses the accrual basis of accounting.

The ~~accounting~~accompanying ~~policies~~unaudited offinancial ~~Riverview~~statements ashave ~~applied~~been prepared in ~~the~~accordance with generally accepted accounting principles for interim financial ~~statements~~information and are presented in accordance with instructions for Form 10-Q and Rule 10-01 of Securities and Exchange Commission Regulation S-X. Accordingly, ~~are~~they ~~substantially~~do not include all of the ~~same~~information asand ~~those~~footnotes ~~followed~~required onby angenerally ~~annual~~accepted ~~basis~~accounting asprinciples ~~presented~~for incomplete ~~Riverview’s~~financial ~~Form~~statements. In ~~10-K~~the opinion of management, all adjustments considered necessary for a fair presentation are of a normal and recurring nature and have been included.

~~Reclassifications~~Operating results for the three and six months ended June 30, 2013, are not necessarily indicative of the results that may be expected for the year ended December 31, 2013 or any other future period. The consolidated financial statements presented in this report should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2012, included in Riverview’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 9, 2013.

~~Certain~~Use ~~amounts~~of ~~in the 2010 consolidated financial statements have been reclassified to conform to the 2011 presentation. Such reclassification had no effect on net income.~~Estimates

~~Subsequent~~These ~~Events~~consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and predominant practices within the banking industry. The preparation of these consolidated financial statements requires Riverview to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and

Generally accepted accounting principles establish general standards for accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. In preparing these consolidated financial statements, Riverview evaluated the events and transactions that occurred from the date of the financial statements through the date these consolidated financial statements were issued, and has not identified any events that require recognition or disclosure in the consolidated financial statements.10

~~Note~~Table 2of ~~— Comprehensive Income~~Contents

~~Accounting~~Note ~~principles~~1 ~~generally~~- ~~accepted~~Summary ~~in the United States~~ of ~~America~~Significant ~~require~~Accounting ~~that~~Policies recognized revenue, expenses, gains, and losses be included in net income. Changes in certain assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. Accumulated other comprehensive income (~~loss~~Continued)~~, which represents a component~~

9liabilities. Riverview evaluates estimates on an ongoing basis. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the potential impairment of goodwill, the valuation of deferred tax assets, the determination of other-than-temporary impairment on securities and the valuation of real estate acquired by foreclosure or in satisfaction of loans. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans and foreclosed real estate, management obtains independent appraisals for significant collateral.

~~Table~~While management uses available information to recognize losses on loans, further reductions in the carrying amounts of ~~Contents~~loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

~~Note~~Accounting ~~2 — Comprehensive Income (Continued)~~Policies

The accounting policies of ~~shareholders’~~Riverview ~~equity~~as applied in the interim financial statements presented, ~~represents~~are substantially the ~~net~~same ~~unrealized~~as ~~gains~~those ~~(losses)~~followed on ~~securities~~an ~~available~~annual ~~for~~basis ~~sale,~~as ~~net~~presented ofin ~~taxes~~Riverview’s annual audited financial statements included in Riverview’s Registration Statement on Form S-4.

~~The~~Segment ~~only comprehensive income item that Riverview presently has is unrealized gains on securities available for sale. The components of the change in unrealized gains are as follows:~~Reporting

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands)	2011			2010			2011			2010
Unrealized holding gains arising during the period	$	619		$	134		$	1,659		$	789
Reclassification of gains realized in net income	38			—			274			(4		)
	581			134			1,385			785
Deferred income tax effect	(198		)	(45		)	(471		)	(266		)
Change in accumulated other comprehensive income	$	383		$	89		$	914		$	519

Riverview operates in a single business segment consisting of traditional banking activities.

~~Note~~Subsequent ~~3 - Earnings Per Share~~Events

Generally accepted accounting principles establish general standards for accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. The ~~following~~subsequent ~~table~~events principle sets forth the ~~computation~~period after the balance sheet date during which management of ~~basic~~a reporting entity should evaluate events or transactions that may occur for potential recognition in the financial statements, identifies the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and ~~diluted~~specifies ~~earnings~~the ~~per~~disclosures ~~share:~~that should be made about the events or transactions that occur after the balance sheet date. In preparing these consolidated financial statements, Riverview evaluated the events and transactions that occurred after June 30, 2013 through the date these consolidated financial statements were issued, and has not identified any events that require recognition or disclosure in the consolidated financial statements.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands, except share data)	2011		2010		2011		2010
Net income applicable to common stock	$	503	$	330	$	1,444	$	1,270
Weighted-average common shares outstanding	1,742,795		1,748,859		1,743,939		1,749,617
Effect of dilutive securities, stock options	4,433		—		2,955		—
Weighted-average common shares outstanding used to calculate diluted earnings per share	1,747,228		1,748,859		1,746,894		1,749,617
Basic earnings per share	$	0.29	$	0.19	$	0.83	$	0.73
Diluted earnings per share	$	0.29	$	0.19	$	0.83	$	0.73

Note 2 — Consolidation with Union Bancorp, Inc.

~~Note~~On 4March 7, —2013, ~~Investment~~Riverview ~~Securities~~Financial ~~Available~~Corporation ~~for~~and ~~Sale~~Union Bancorp, Inc. jointly announced the signing of a definitive agreement to consolidate, forming a new corporation, known as “Newco”, which will adopt the name of “Riverview Financial Corporation”. The respective bank subsidiaries will merge as part of the transaction. The proposed consolidation will create a full-service community banking organization serving the Perry, Dauphin, Cumberland, Schuylkill, Northumberland and Berks county markets. On a proforma basis as of March 31, 2013, the resulting company would have approximately $435,326,000 in assets, $306,285,000 in loans and $382,590,000 in deposits and will be considered well capitalized under capital adequacy guidelines. The transaction is expected to close in the fourth quarter of 2013, subject to the approval of the shareholders of each institution. All regulatory approvals have been received.

InUnder ~~April 2009, a new accounting standard was released relating to~~ the ~~Recognition~~terms ~~and Presentation~~ of ~~Other-Than-Temporary~~the ~~Impairments. This~~consolidation ~~standard~~agreement, ~~clarified~~shareholders ~~the interaction~~ of ~~the~~Union ~~factors~~will ~~that~~receive ~~should be considered when determining whether a debt security is other-than-temporarily impaired~~1.95 ~~For~~shares ~~debt~~of ~~securities,~~Newco ~~management~~common ~~must~~stock ~~assess~~in ~~whether~~exchange ~~(a) it~~for ~~has~~each ~~the~~share ~~intent~~of toUnion ~~sell~~common ~~the~~stock ~~security~~they ~~and~~own ~~(b) it~~immediately ~~is more likely than not that it will be required to sell the security~~ prior to ~~its anticipated recovery. These steps are done before assessing whether~~ the ~~entity~~completion ~~will recover the cost basis~~ of the ~~investment. Previously~~consolidation, ~~this assessment required management to assert it had both the intent~~ and ~~the~~Riverview ~~ability~~shareholders towill ~~hold~~receive aone ~~security~~share ~~for a period~~ of ~~time~~Newco’s ~~sufficient~~common tostock ~~allow for an anticipated recovery~~ in ~~fair~~exchange ~~value~~for ~~to avoid recognizing an other-than-temporary impairment. This change does not affect the need to forecast recovery of the value of the security through either cash flows or market price.~~each

In instances when a determination is made that an other-than-temporary impairment exists but the investor does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated recovery, the accounting standard dictates the presentation and the amount of the other-than-temporary impairment that should be recognized in the income11

10Table of Contents

~~Table~~Note of2 ~~Contents~~— Merger with Union Bancorp, Inc. (Continued)

~~Note~~share 4of —Riverview ~~Investment~~common ~~Securities~~stock ~~Available~~they ~~for~~own ~~Sale~~immediately ~~(Continued)~~prior to the completion of the consolidation. As a result of the transaction, Riverview’s shareholders are expected to own approximately 63.5% of the outstanding combined company’s common stock and Union’s shareholders are expected to own 36.5% of the combined company’s outstanding common stock.

~~statement. The~~Note ~~other-than-temporary~~3 ~~impairment is separated into (a) the amount of the total other~~-~~than-temporary~~ ~~impairment~~Earnings ~~related~~Per toCommon a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.Share

~~This~~Basic ~~accounting~~earnings ~~standard~~per ~~was~~share ~~effective~~represent ~~for~~income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. For diluted earnings per share, net income is divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents. Riverview’s common stock equivalents consist of outstanding common stock options, for ~~reporting~~179,250 ~~periods~~shares of Riverview common stock as of June 30, ~~2009~~2013 and ~~after~~June 30, 2012. ~~The~~There ~~adoption~~was intrinsic value associated with all of ~~this~~the ~~standard~~stock ~~did~~options ~~not~~outstanding ~~have~~at aJune 30, ~~material~~2013 ~~impact~~because onthe ~~Riverview’s~~exercise ~~consolidated~~prices ~~financial~~for ~~statements~~the options were lower than the trading price of the stock.

The ~~amortized~~following ~~cost~~table ~~and~~presents ~~estimated~~the ~~fair~~amounts ~~values~~used ofin ~~investment~~computing ~~securities~~earnings ~~available~~per ~~for~~share ~~sale are reflected in~~ the ~~following~~periods ~~schedules at September 30, 2011 and December 31, 2010~~presented:

	September 30, 2011
	Three Months Ended				Six Months Ended
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	June 30,				June 30,
	(In thousands)
(In thousands, except share data)	2013		2012		2013			2012
State and municipal	$	16,424	$	551	$	(7	)	$	16,968
Net income applicable to common stock	$	561	$	394	$	1,044		$	1,291
Mortgage-backed securities	26,354		835		(38		)	27,151
Weighted-average common shares outstanding	1,716,316		1,721,204		1,716,316			1,721,511
	$	42,778	$	1,386	$	(45	)	$	44,119
Effect of dilutive securities, stock options	1,521		3,638		3,203			6,300
	December 31, 2010
Weighted-average common shares outstanding used to calculate diluted earnings per share	1,717,837		1,724,842		1,719,519			1,727,811
U.S. Government agencies	$	1,316	$	10	$	—		$	1,326
Basic earnings per share	$	0.33	$	0.23	$	0.61		$	0.75
State and municipal	17,350		50		(568		)	16,832
Diluted earnings per share	$	0.33	$	0.23	$	0.61		$	0.75
Mortgage-backed securities	30,074		487		(23		)	30,538
	$	48,740	$	547	$	(591	)	$	48,696

~~Securities~~Note ~~with~~4 an- ~~amortized~~Investment ~~cost~~Securities ~~of $27,661,000 and a fair value of $28,440,000 on September 30, 2011 were pledged as collateral~~ Available-for ~~public deposits and for other purposes as required or permitted by law.~~-Sale

~~Information~~The ~~pertaining~~following totables ~~securities~~present ~~with~~the ~~gross~~amortized ~~unrealized~~cost ~~losses~~and estimated fair values of investment securities at ~~September~~June 30, ~~2011~~2013 inand ~~comparison with~~ December 31, ~~2010~~2012, isall ~~aggregated by investment category and length~~ of ~~time~~which ~~that~~were ~~individual securities have been in a continuous loss position are as follows~~available-for-sale:

	Less Than 12 Months					More Than 12 Months				Total
June 30, 2013:	Amortized Cost		Gross Unrealized Gains			Gross Unrealized Losses		Fair Value
~~(In thousands)~~	~~Fair~~(In ~~Value~~thousands)		~~Unrealized Losses~~			~~Fair Value~~		~~Unrealized Losses~~		~~Fair Value~~		~~Unrealized Losses~~
September 30, 2011:
State and municipal	$	22,241	$	381		$	348	$	22,274
Available for Sale:
U.S. Government agencies and sponsored enterprises (GSEs) - residential:
State and municipal	$	494	$	(7	)	$	—	$	—	$	494	$	(7	)
Mortgage-backed securities	10,450		6			50		10,406
Mortgage-backed securities	3,272		(38		)	—		—		3,272		(38		)
	$	32,691	$	387		$	398	$	32,680
	$	3,766	$	(45	)	$	—	$	—	$	3,766	$	(45	)
December 31, 2010:
Available for Sale:
State and municipal	$	9,640	$	(568	)	$	—	$	—	$	9,640	$	(568	)
Mortgage-backed securities	2,582		(23		)	—		—		2,582		(23		)
	$	12,222	$	(591	)	$	—	$	—	$	12,222	$	(591	)

1112

Table of Contents

Note 4 —- Investment Securities Available -for -Sale (Continued)

At September 30, 2011, three securities had unrealized losses. Management believes that the securities with unrealized losses do not represent impairments that are other-than-temporary. Rather it is believed that the unrealized losses relate more to changes in interest rates since the individual securities were purchased as opposed to underlying credit issues. As management does not intend to sell any debt securities, and it is more likely than not that management will not be required to sell any debt securities before the cost bases are recovered, no declines are deemed to be other-than-temporary.

December 31, 2012:	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)

U.S Government agencies	$	3,500	$	6	$	—	$	3,506
State and municipal	22,252		665		64		22,853
U.S. Government agencies and sponsored enterprises (GSEs) - residential:
Mortgage-backed securities	12,837		169		—		13,006
Collateralized mortgage obligations (CMOs)	5,555		181		—		5,736
	$	44,144	$	1,021	$	64	$	45,101

~~Management~~The ~~evaluates~~amortized ~~securities~~cost ~~for other-than-temporary impairment at least on a quarterly basis. In evaluating whether an investment security is other-than-temporarily impaired, consideration is given to the length of time~~ and ~~the extent to which the~~ fair value of adebt ~~security~~securities ~~has~~available-for-sale ~~been~~at ~~less~~June 30, ~~than cost~~2013, ~~and~~by ~~the~~contractual ~~financial~~maturity, ~~condition~~are ~~and~~shown ~~near-term prospects of the issuer~~below. ~~Management’s~~Expected ~~intent~~maturities iswill todiffer ~~hold~~from ~~all~~contractual ~~investments~~maturities ~~until~~because ~~maturity~~issuers ~~unless~~may ~~market,~~have ~~economic or specific investment concerns warrant a sale of~~ the ~~securities. None~~right ~~of the securities in the portfolio were considered~~ to beprepay ~~other~~obligations ~~than~~with ~~temporarily~~or ~~impaired~~without atcall ~~September 30,~~or ~~2011.~~prepayment penalties:

As part of the Bank’s strategy to reduce some of the prepayment risk inherent within the investment portfolio, Riverview sold ten available for sale securities during the first nine months of 2011 and received proceeds of $19,989,000. On a year to date basis, gross realized gains amounted to $274,000 and gross realized losses were zero, resulting in a $274,000 net gain on the sale. In turn, the Bank reinvested the proceeds of the sale by purchasing fixed rate mortgage backed securities which not only provide interest income but also provide a more stable cash flow during future periods.

	Amortized Cost		Fair Value
	(In thousands)

Due in one year or less	$	—	$	—
Due after one year through five years	1,950		1,993
Due after five years through ten years	7,766		7,907
Due after ten years	12,525		12,374
	22,241		22,274
Mortgage-backed securities	10,450		10,406

	$	32,691	$	32,680

~~Note~~Securities 5with —an ~~Credit~~amortized ~~Quality~~cost of $32,689,000 and a fair value of $32,679,000 were pledged at June 30, 2013 as collateral for ~~Loans~~public fund deposits and ~~the~~for ~~Allowance~~other purposes as required or permitted by law. This compares to December 31, 2012, where securities with an amortized cost of $30,949,000 and a fair value of $31,797,000 were pledged for ~~Loan~~the ~~Losses~~same purposes.

~~The~~Information ~~Bank~~pertaining ~~monitors its loan portfolio on a regular basis with consideration given~~ to ~~detailed~~securities ~~analysis of loans by portfolio segment. Portfolio segments represent pools of loans~~ with ~~similar~~gross ~~risk~~unrealized characteristics. There are eight portfolio segments — commercial loans; non-owner occupied commercial real estate loans; owner occupied commercial real estate loans; one-to-four family investment property loans; commercial land/land development/construction loans; residential real estate loans; home equity lines of credit; and consumer loans. For the purpose of estimating the allowance for loan losses, ~~each~~at ~~of the segments for commercial loans~~June 30, ~~non-owner~~2013 ~~occupied~~and ~~commercial real estate loans~~December 31, ~~owner~~2012 ~~occupied~~aggregated ~~commercial~~by ~~real estate loans, one-to-four family~~ investment ~~property~~category ~~loans,~~ and ~~commercial~~length ~~land/land~~of ~~development/construction~~time ~~loans~~that ~~have~~individual ~~sub-segments~~securities ~~for loan participations bought, and loans generated by Riverview’s newly opened loan production office in Cressona, Schuylkill County, Pennsylvania. The loans in these sub-segments~~ have ~~risk~~been ~~characteristics that differ from the general segments and merit separate analysis~~ in ~~order~~a tocontinuous ~~afford~~loss ~~additional~~position ~~granularity~~are ~~and accuracy in management’s estimate for the allowance for loan losses. Internal policy requires that the Chief Credit Officer report to the Board of Directors on a quarterly basis~~ as to the status of the loan portfolio and any related credit quality issues. These reports include information on past due and nonaccrual loans, impaired loans, the allowance for loan losses and changes in the allowance for loan losses, credit quality indicators and foreclosed assets.follows:

Past Due Loans and Nonaccrual Loans

	Less Than 12 Months				More Than 12 Months				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In thousands)
June 30, 2013:
Available-for-sale:
State and municipal	$	6,919	$	304	$	1,270	$	44	$	8,189	$	348
Mortgage-backed securities	7,033		50		—		—		7,033		50
	$	13,952	$	354	$	1,270	$	44	$	15,222	$	398
December 31, 2012:
Available-for-sale:
State and municipal	$	5,053	$	64	$	—	$	—	$	5,053	$	64
	$	5,053	$	64	$	—	$	—	$	5,053	$	64

Loans are considered to be past due when they are not paid in accordance with contractual terms. Past due loans are monitored by portfolio segment and by severity of delinquency — 30-59 days past due; 60-89 days past due; and 90 days and greater past due. The accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it can be documented that it is well secured and in the process of collection. When a loan is placed on nonaccrual status, all unpaid interest credited to income in the current calendar year is reversed and all unpaid interest accrued in prior calendar years is charged against the allowance for loan losses. Interest payments received on nonaccrual loans are either applied against13

12Table of Contents

~~Table~~Note of4 ~~Contents~~- Investment Securities Available-for-Sale (Continued)

~~Note~~Management 5evaluates —securities ~~Credit~~for ~~Quality~~other-than-temporary ~~for~~impairment, ~~Loans~~on at least a quarterly basis. It is management’s intent to hold all investments until maturity unless market, economic, credit quality or specific investment concerns warrant a sale of securities. Consideration is given to (1) the length of time and the ~~Allowance~~extent ~~for~~to ~~Loan~~which ~~Losses~~the fair value of securities has been less than cost, (~~Continued~~2) the credit quality or financial condition and near-term prospects of the issuer, and (3) the intent and ability of the corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

~~principal~~At orJune 30, ~~reported~~2013, asnineteen ~~interest~~state ~~income~~and ~~according~~municipal tosecurities ~~management’s~~and ~~judgment~~ten mortgage-backed securities had unrealized losses as tocompared with twelve state and municipal securities that had unrealized losses at December 31, 2012. Management believes that the ~~collectability~~securities ofwith ~~principal~~unrealized losses do not represent impairments that are other-than-temporary. ~~Generally~~Rather, ~~loans~~management ~~are~~believes ~~restored~~that the unrealized losses relate to ~~accrual~~changes ~~status~~in ~~when~~interest rates since the ~~obligation~~individual issecurities ~~brought~~were ~~current,~~purchased ~~has~~as ~~performed~~opposed into ~~accordance~~underlying ~~with~~credit ~~contractual~~issues. As ~~terms~~management ~~for~~does anot ~~reasonable~~intend ~~period~~to ofsell ~~time~~any debt securities, and ~~the~~it ~~ultimate~~is ~~collectability~~more oflikely ~~the~~than ~~total~~not ~~contractual~~that ~~principal~~management ~~and~~will ~~interest~~not isbe required to sell any debt securities before the cost bases are recovered, no ~~longer~~declines inare ~~doubt~~deemed to be other-than-temporary.

~~The~~As ~~following~~part ~~table~~of ~~presents~~its anstrategy ~~aging~~to ofmanage ~~loans~~interest ~~receivable~~rate byrisk ~~loan~~and prepayment risk inherent within the investment portfolio, ~~segments~~the asBank sold five available-for-sale mortgage-backed securities totaling $5,309,000 during the first six months of ~~September~~2013. There were no securities sold during the three months ended June 30, ~~2011~~2013 ~~and~~since ~~December 31~~all of the 2013 securities sales occurred in the first quarter of the year. On a year to date basis, ~~2010~~gross realized gains amounted to $119,000 and ~~includes~~gross ~~nonaccrual~~realized ~~loans~~losses ~~and~~were ~~loans~~zero, ~~past~~resulting ~~due~~in 90a ~~days~~$119,000 ornet ~~more~~gain ~~and~~on ~~still~~the ~~accruing:~~sale. The Bank reinvested the proceeds from the sale into funding loan growth.

(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater		Total Past Due		Current		Total		Recorded Investment Greater Than 90 Days & Accruing
September 30, 2011:
Commercial	$	179	$	400	$	164	$	743	$	14,180	$	14,923	$	—
Commercial real estate:
Non-owner occupied	—		704		1,568		2,272		38,486		40,718		—
Owner occupied	99		819		607		1,525		31,711		33,236		—
1-4 family investment	—		109		—		109		28,544		28,653		—
Commercial land and land development	—		222		1,010		1,232		11,549		12,781		—
Residential real estate	690		690		539		1,919		44,629		46,548		539
Home equity lines of credit	—		424		—		424		10,736		11,160		—
Consumer	—		24		—		24		2,761		2,785		—
Total	$	968	$	3,392	$	3,888	$	8,249	$	182,556	$	190,804	$	539
December 31, 2010:
Commercial	$	—	$	81	$	269	$	350	$	12,214	$	12,564	$	—
Commercial real estate:
Non-owner occupied	—		—		—		—		32,898		32,898		—
Owner occupied	348		—		384		732		31,208		31,940		—
1-4 family investment	112		95		67		274		28,937		29,211		—
Commercial land and land development	229		—		1,010		1,239		10,508		11,747		—
Residential real estate	250		98		1,230		1,578		44,904		46,482		1,111
Home equity lines of credit	—		—		527		527		9,738		10,265		424
Consumer	62		—		—		62		2,868		2,930		—
Total	$	1,001	$	274	$	3,487	$	4,762	$	173,275	$	178,037	$	1,535

Note 5 Loans Receivable, Credit Quality for Loans and the Allowance for Loan Losses

The ~~recorded~~loan ~~investment~~portfolio incomprises ~~loans~~the ~~greater~~major ~~than~~component 90of ~~days~~Riverview’s earning assets and ~~still~~is ~~accruing~~the ~~was~~highest ~~$539,000~~yielding atasset ~~September 30,~~category. Loans ~~2011~~receivable asare ~~compared~~summarized ~~with~~as ~~$1,535,000~~follows atfor ~~December 31,~~the ~~2010.~~periods presented:

Included within the loan portfolio are loans in which the Bank discontinued the accrual of interest due to the deterioration in the financial condition of the borrower. Such loans approximated $3,534,000 and $2,779,000 at September 30, 2011 and December 31, 2010, respectively. If the nonaccrual loans had performed in accordance with their original terms, interest income would have increased by $168,000 for the nine months ended September 30, 2011 and $138,000 for the twelve months ended December 31, 2010, respectively.

(Dollars in thousands)	June 30, 2013			December 31, 2012

Commercial, financial, agricultural	$	26,541		$	23,321
Real Estate:
Construction	17,413			19,026
Mortgage	96,771			96,345
Commercial	97,307			97,061
Consumer installment	1,649			1,651
Total loans	239,681			237,404
Deferred loan fees	486			444
Total loans, net of fees	$	240,167		$	237,848
Allowance for loan losses	$	(3,773	)	$	(3,736	)
Total loans, net	$	236,394		$	234,112

13The Bank takes a balanced approach to its lending activities by managing risk associated with its loan portfolio. This is achieved by maintaining diversification within the portfolio, consistently applying prudent underwriting standards, ensure monitoring efforts are ongoing with attention to portfolio dynamics and mix, and following procedures that are consistently applied and updated on an annual basis. The Bank contracts an independent third party each year to conduct a credit review of the loan portfolio to provide an independent assessment of asset quality through an evaluation of the established underwriting criteria used in originating credits. Separately, every loan booked and every loan turndown undergoes an audit review for conformity with established policies and compliance with current regulatory lending laws. The Bank has not changed its loan underwriting criteria, and management believes its standards continue to remain conservative. All of the Bank’s loans are to domestic borrowers.

~~Table of Contents~~14

~~Note~~Table 5of ~~— Credit Quality for Loans and the Allowance for Loan Losses (Continued)~~Contents

~~The~~Note ~~following~~5 ~~presents~~— ~~loans~~Loans byReceivable, ~~loan~~Credit ~~portfolio~~Quality ~~segments~~for ~~that~~Loans ~~were~~and onthe aAllowance ~~nonaccrual~~for ~~status~~Loan asLosses ~~of September 30, 2011 and December 31, 2010:~~(Continued)

(In thousands)	September 30, 2011		December 31, 2010
Commercial	$	164	$	1,010
Commercial real estate:
Non-owner occupied	1,568		—
Owner occupied	607		384
1-4 family investment	—		144
Commercial land and land development	1,010		1,010
Residential real estate	102		128
Home equity lines of credit	83		103
Consumer	—		—
Total	$	3,534	$	2,779

The Bank’s management monitors the loan portfolio on a regular basis with consideration given to detailed analysis of loans by portfolio segment. Portfolio segments represent pools of loans with similar risk characteristics. There are eight portfolio segments — commercial loans; non-owner occupied commercial real estate loans; owner occupied commercial real estate loans; one-to-four family investment property loans; commercial land/land development/construction loans; residential real estate loans; home equity lines of credit; and consumer loans. For the purpose of estimating the allowance for loan losses, the segments for commercial loans, non-owner occupied commercial real estate loans, owner occupied commercial real estate loans, one-to-four family investment property loans, and commercial land/land development/construction loans are broken into sub-segments for loan participations bought and loans generated by the branches and commercial offices in Schuylkill and Berks counties, which are new market areas adjacent to the Bank’s traditional geographic footprint.

~~Impaired~~The ~~Loans~~loans in these sub-segments have risk characteristics that differ from the general segments and merit separate analysis in order to afford additional granularity and accuracy in management’s estimate for the allowance for loan losses. Internal policy requires that the Chief Credit Officer report to the Board of Directors on a quarterly basis to discuss the status of the loan portfolio and any related credit quality issues. These reports include, but are not limited, to information on past due and nonaccrual loans, impaired loans, the allowance for loan losses, changes in the allowance for loan losses, credit quality indicators and foreclosed assets.

APast ~~loan~~Due is considered impaired when, based on current information and events, it is probable that the Bank 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~~Nonaccrual 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. The Bank further identifies all loans in nonaccrual status and troubled debt restructured loans as impaired loans, except large groups of smaller balance homogeneous loans that are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures, unless the loans are the subject of a restructuring agreement. 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, or the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. When the measure of an impaired loan results in a realizable value that is less than the recorded investment in the loan, the difference is recorded as a specific valuation allowance against that loan and the Bank will make the appropriate adjustment to the allowance for loan losses.Loans

14Loans are considered to be past due when they are not paid in accordance with contractual terms. Past due loans are monitored by portfolio segment and by severity of delinquency — 30-59 days past due; 60-89 days past due; and 90 days and greater past due. The accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it can be documented that it is well secured and in the process of collection. When a loan is placed on nonaccrual status, all unpaid interest credited to income in the current calendar year is reversed and all unpaid interest accrued in prior calendar years is charged against the allowance for loan losses. Interest payments received on nonaccrual loans are either applied against principal or reported as interest income according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

~~Table~~The following table presents an aging of ~~Contents~~loans receivable by loan portfolio segments as of June 30, 2013 and December 31, 2012, and includes nonaccrual loans and loans past due 90 days or more and still accruing:

Note 5 — Credit Quality for Loans and the Allowance for Loan Losses (Continued)

(In thousands)

30-59 Days
Past Due

60-89 Days
Past Due

90 Days
and
Greater

Total
Past Due

Current

Total

Recorded
Investment
Greater Than 90
Days & Accruing

June 30, 2013:

Commercial

—

126

26,552

26,678

Commercial real estate:

Non-owner occupied

—

918

—

918

65,526

66,444

—

Owner occupied

233

—

618

851

50,637

51,488

618

1-4 family investment

488

—

345

833

26,612

27,445

—

Commercial land and land development

219

—

268

12,915

13,183

—

Residential real estate

903

225

1,350

2,478

37,745

40,223

232

Home equity lines of credit

—

473

515

11,892

12,407

—

Consumer

—

2,297

2.299

—

Total

1,986

1,192

2,813

5,991

234,176

240,167

877

~~The following presents impaired loans by loan portfolio segments as of September 30, 2011 and December 31, 2010:~~15

(In thousands)	Recorded Investment in Impaired Loans		Unpaid Principal Balance of Impaired Loans		Related Allowance		Average Recorded Investment in Impaired Loans		Interest Income Recognized
September 30, 2011:
Loans with no related allowance recorded:
Commercial	$	175	$	175	$	—	$	511	$	—
Commercial real estate:
Non-owner occupied	2,960		2,960		—		2,863		53
Owner occupied	368		368		—		367		—
1-4 family investment	543		543		—		544		23
Commercial land and land development	1,010		1,010		—		1,010		—
Residential real estate	1,496		1,496		—		1,498		64
Home equity lines of credit	806		806		—		813		21
Consumer	11		11		—		13		1
Loans with an allowance recorded:
Commercial	754		754		36		753		52
Commercial real estate:
Non-owner occupied	—		—		—		—		—
Owner occupied	239		239		46		239		—
1-4 family investment	—		—		—		—		—
Commercial land and land development	—		—		—		—		—
Residential real estate	545		545		279		548		24
Home equity lines of credit	—		—		—		—		—
Consumer	—		—		—		—		—
Total
Commercial	929		929		36		1,264		52
Commercial real estate:
Non-owner occupied	2,960		2,960		—		2,863		53
Owner occupied	607		607		46		606		—
1-4 family investment	543		543		—		544		23
Commercial land and land development	1,010		1,010		—		1,010		—
Residential real estate	2,041		2,041		279		2,046		88
Home equity lines of credit	806		806		—		813		21
Consumer	11		11		—		13		1
	$	8,907	$	8,907	$	361	$	9,159	$	238

Table of Contents

15Note 5 — Loans Receivable, Credit Quality for Loans and the Allowance for Loan Losses (Continued)

Table of Contents

	30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater		Total Past Due		Current		Total		Recorded Investment Greater Than 90 Days & Accruing
December 31, 2012:
Commercial	$	58	$	—	$	—	$	58	$	23,365	$	23,423	$	—
Commercial real estate:
Non-owner occupied	—		—		386		386		66,308		66,694		—
Owner occupied	237		—		119		356		50,270		50,626		—
1-4 family investment	99		83		306		488		27,397		27,885		—
Commercial land and land development	16		—		—		16		12,607		12,623		—
Residential real estate	730		926		1,404		3,060		38,427		41,487		231
Home equity lines of credit	—		—		479		479		12,333		12,812		—
Consumer	58		1		—		59		2,239		2,298		—
Total	$	1,198	$	1,010	$	2,694	$	4,902	$	232,946	$	237,848	$	231

~~Note~~Included 5within —the ~~Credit~~loan ~~Quality~~portfolio are loans in which the Bank discontinued the accrual of interest due to the deterioration in the financial condition of the borrower. Such loans approximated $3,451,000 at June 30, 2013. If the nonaccrual loans had performed in accordance with their original terms, interest income would have increased by $94,000 for ~~Loans~~the six months ended June 30, 2013 and $138,000 for the ~~Allowance~~six ~~for~~months ~~Loan~~ended ~~Losses~~June 30, ~~(Continued)~~2012.

(In thousands)	Recorded Investment in Impaired Loans		Unpaid Principal Balance of Impaired Loans		Related Allowance		Average Recorded Investment in Impaired Loans		Interest Income Recognized
December 31, 2010:
Loans with no related allowance recorded:
Commercial	$	741	$	741	$	—	$	759	$	—
Commercial real estate:
Non-owner occupied	—		—		—		—		—
Owner occupied	—		—		—		—		—
1-4 family investment	—		—		—		—		—
Commercial land and land development	1,010		1,010		—		1,255		—
Residential real estate	1,090		1,090		—		1,095		64
Home equity lines of credit	424		424		—		424		14
Consumer	—		—		—		—		—
Loans with an allowance recorded:
Commercial	245		245		97		274		—
Commercial real estate:
Non-owner occupied	—		—		—		—		—
Owner occupied	499		499		170		501		7
1-4 family investment	77		77		9		79		—
Commercial land and land development	—		—		—		—		—
Residential real estate	551		551		215		552		28
Home equity lines of credit	—		—		—		—		—
Consumer	—		—		—		—		—
Total
Commercial	986		986		97		1,033		—
Commercial real estate:
Non-owner occupied	—		—		—		—		—
Owner occupied	499		499		170		501		7
1-4 family investment	77		77		9		79		—
Commercial land and land development	1,010		1,010		—		1,255		—
Residential real estate	1,641		1,641		215		1,647		92
Home equity lines of credit	424		424		—		424		14
Consumer	—		—		—		—		—
	$	4,637	$	4,637	$	491	$	4,939	$	113

The following presents loans by loan portfolio segments that were on a nonaccrual status as of June 30, 2013 and December 31, 2012:

The recorded investment in impaired loans increased by $4,270,000 at September 30, 2011 since December 31, 2010. This increase is attributable primarily to two unrelated commercial loan relationships that were identified as impaired in the latter part of the first quarter of 2011, one unrelated commercial loan relationship and two related residential real estate loans that were identified as impaired in the second quarter of 2011, and one unrelated commercial loan relationship that was identified as impaired in the third quarter of 2011. Each of these loans was measured for impairment and additions were made to the allowance for loan losses as deemed appropriate by management.

(In thousands)	June 30, 2013		December 31, 2012
Commercial	$	180	$	190
Commercial real estate:
Non-owner occupied	918		1,159
Owner occupied	269		399
1-4 family investment	388		389
Commercial land and land development	—		—
Residential real estate	1,153		1,173
Home equity lines of credit	543		553
Total	$	3,451	$	3,863

Impaired loans also include all loans modified and identified as troubled debt restructurings (“TDR”). A loan is deemed to be a TDR when the Bank agrees to a modification in terms of a loan resulting in a concession made by the Bank in an effort to mitigate potential loss arising from a borrower’s financial difficulty. As of September 30, 2011 there were eighteen restructured loans totaling $5,000,000 to seven separate and unrelated borrowers who were experiencing financial difficulty. The modifications on these loans include reductions in interest rates, extension of maturity dates andLoans

16A loan is considered impaired when, based on current information and events, it is probable that the Bank 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. The Bank further identifies all loans in nonaccrual status and troubled debt restructured loans as impaired loans, except large groups of smaller balance homogeneous loans that are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures, unless the loans are the subject of a restructuring agreement. 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, or the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. When the measure of an impaired loan results

~~Table of Contents~~16

~~Note~~Table 5of ~~— Credit Quality for Loans and the Allowance for Loan Losses (Continued)~~Contents

~~provisions~~Note ~~for~~5 ~~interest~~— ~~only~~Loans ~~payments. There is a commitment to extend additional funds in the amount of $445~~Receivable,~~000~~ toCredit ~~one~~Quality ~~of these borrowers~~ for ~~the~~Loans ~~completion of construction on an income generating property. Extension of these additional funds is necessary~~ and ~~prudent to ensure~~ the ~~continued~~Allowance ~~economic viability of the project, which is the repayment source~~ for ~~the~~Loan ~~loan.~~Losses (Continued)

~~The~~in ~~following~~a ~~table~~realizable ~~presents~~value ~~the~~that ~~number~~is ofless ~~loans~~than ~~and~~the recorded investment in ~~loans restructured and identified as troubled debt restructurings for~~ the ~~nine months ended September 30~~loan, ~~2011, as well as~~ the ~~number~~difference ~~and~~is recorded ~~investment~~as ina ~~these~~specific ~~loans~~valuation ~~that~~allowance ~~subsequently~~against ~~defaulted. Defaulted~~that ~~loans~~loan ~~are~~and ~~those~~the ~~which~~Bank ~~are~~then 30makes ~~days~~the orappropriate ~~more~~adjustment ~~past~~to ~~due~~the allowance for ~~payment~~loan ~~under the modified terms~~losses.

(In thousands, except contracts data)	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
September 30, 2011:
Troubled Debt Restructurings:
Commercial	1	$	5	$	5
Commercial real estate:
Non-owner occupied	2	1,359		1,391
Owner occupied	—	—		—
1-4 family investment	2	241		241
Commercial land and land development	—	—		—
Residential real estate	1	142		142
Home equity lines of credit	2	385		383
Consumer	1	14		11

The following presents impaired loans by loan portfolio segments for June 30, 2013 and December 31, 2012:

	Number of Contracts		Recorded Investment
								Three Months Ended June 30, 2013				Six Months Ended June 30, 2013
Troubled Debt Restructurings That Subsequently Defaulted:
(In thousands)	Recorded Investment in Impaired Loans			Unpaid Principal Balance of Impaired Loans		Related Allowance		Average Recorded Investment in Impaired Loans		Interest Income Recognized		Average Recorded Investment in Impaired Loans		Interest Income Recognized
Commercial	1		$	5
Loans with no related allowance recorded:
Commercial real estate:
Commercial	$	718		$	718	$	—	$	723	$	8	$	725	$	16
Non-owner occupied	—		—
Commercial real estate:
Owner occupied	—		—
Non-owner occupied	2,835			2,835		—		3,032		15		3,048		31
1-4 family investment	—		—
Owner occupied	490			490		—		649		4		773		9
Commercial land and land development	—		—
1-4 family investment	987			987		—		1,003		7		1,002		15
Residential real estate	—		—
Commercial land and land development	—			—		—		—		—		—		—
Home equity lines of credit	—		—
Residential real estate	1,159			1,159		—		1,199		9		1,201		14
Consumer	—		—
Home equity lines of credit	776			776		—		791		2		792		5
Consumer	—			—		—		—		—		—		—
Loans with an allowance recorded:
Commercial	170			170		1		189		—		189		—
Commercial real estate:
Non-owner occupied	—			—		—		—		—		—		—
Owner occupied	—			—		—		—		—		—		—
1-4 family investment	310			310		224		310		—		310		—
Commercial land and land development	—			—		—		—		—		—		—
Residential real estate	545			545		224		568		3		568		5
Home equity lines of credit	65			65		47		65		—		65		—
Consumer	—			—		—		—		—		—		—
Total
Commercial	888			888		1		912		8		914		16
Commercial real estate:
Non-owner occupied	2,835			2,835		—		3,032		15		3,048		31
Owner occupied	490			490		—		649		4		773		9
1-4 family investment	1,297			1,297		224		1,313		7		1,312		15
Commercial land and land development	—			—		—		—		—		—		—
Residential real estate	1,704			1,074		224		1,767		12		1,769		19
Home equity lines of credit	841			841		47		856		2		857		5
Consumer	—			—		—		—		—		—		—
	$	8,055		$	8,055	$	496	$	8,529	$	48	$	8,673	$	95

As a result of adopting the amendments in Accounting Standards Update No. 2011-2, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring, Riverview reassessed all restructurings that occurred on or after the beginning of the current fiscal year, effective January 1, 2011, for identification as a troubled debt restructurings. There were no restructurings that occurred on or after the beginning of the current fiscal year for which the allowance for loan losses had previously been measured under a general allowance for loan losses methodology.17

~~Allowance~~Table ~~for~~of ~~Loan Losses~~Contents

~~The~~Note ~~allowance~~5 ~~for~~— ~~loan~~Loans ~~losses~~Receivable isand ~~composed~~Credit ofQuality ~~individual~~for ~~valuation~~Loans ~~allowances to absorb probable~~ and ~~quantifiable losses based upon current knowledge of~~ the ~~loan~~Allowance ~~portfolio,~~for ~~and~~Loan ~~loan~~Losses ~~pool valuation~~(Continued)

(In thousands)	Recorded Investment in Impaired Loans		Unpaid Principal Balance of Impaired Loans		Related Allowance		Average Recorded Investment in Impaired Loans		Interest Income Recognized
December 31, 2012:
Loans with no related allowance recorded:
Commercial	$	731	$	731	—		$	747	$	34
Commercial real estate:
Non-owner occupied	3,082		3,082		—		3,441		61
Owner occupied	991		991		—		1,059		36
1-4 family investment	1,073		1,073		—		1,084		35
Commercial land and land development	—		—		—		—		—
Residential real estate	1,207		1,207		—		1,244		19
Home equity lines of credit	853		853		—		865		12
Consumer	3		3		—		6		—

Loans with an allowance recorded:
Commercial	177		177		2		191		—
Commercial real estate:
Non-owner occupied	—		—		—		—		—
Owner occupied	—		—		—		—		—
1-4 family investment	343		343		148		350		9
Commercial land and land development	—		—		—		—		—
Residential real estate	518		518		216		541		11
Home equity lines of credit	—		—		—		—		—
Consumer	—		—		—		—		—

Total
Commercial	908		908		2		938		34
Commercial real estate:
Non-owner occupied	3,082		3,082		—		3,441		61
Owner occupied	991		991		—		1,059		36
1-4 family investment	1,416		1,416		148		1,434		44
Commercial land and land development	—		—		—		—		—
Residential real estate	1,725		1,725		216		1,785		30
Home equity lines of credit	853		853		—		865		12
Consumer	3		3		—		6		—
	$	8,978	$	8,978	$	366	$	9,528	$	217

~~Table~~The recorded investment in impaired loans decreased by $923,000 at June 30, 2013 compared to the year ended December 31, 2012. This decrease is attributable to the transfer of ~~Contents~~a $119,000 loan to foreclosed real estate, payment in full of two loans totaling $122,000, with the balance of the reduction attributable to principal payments received on impaired loans.

~~Note~~Impaired 5loans —also ~~Credit~~include ~~Quality~~all ~~for~~loans ~~Loans~~modified and ~~the~~identified ~~Allowance~~as ~~for~~troubled ~~Loan~~debt ~~Losses~~restructurings (~~Continued~~“TDRs”). A loan is deemed to be a TDR when the Bank agrees to a modification to the terms of a loan in an effort to mitigate potential loss arising from a borrower’s financial difficulty. As of June 30, 2013 there were sixteen TDRs totaling $6,507,000 to nine separate and unrelated borrowers who were experiencing financial difficulty. This compares with sixteen TDRs to nine separate customers totaling $6,106,000 as of June 30, 2012. The modifications on these loans included reductions in interest rates, extension of maturity dates, lengthening of amortization schedules and provisions for interest only payments. There are no commitments to extend additional funds to any of these borrowers.

~~allowances,~~The ~~allocated~~following ~~and~~table ~~unallocated,~~presents ~~to absorb losses which are not specifically identified but are inherent in~~ the ~~portfolio. Management~~number ~~evaluates~~of ~~the~~TDRs ~~adequacy~~and of the ~~allowance~~recorded oninvestment ain ~~quarterly~~TDRs ~~basis. If~~for the ~~allowance~~three ~~for~~and ~~loan~~six ~~losses~~months isended ~~not~~June 30, ~~sufficient~~2013 toand ~~cover~~2012, ~~actual~~as ~~loan~~well ~~losses,~~as the ~~Bank’s~~number ~~earnings~~and ~~may~~recorded beinvestment ~~reduced.~~in TDRs that

Individual valuation allowances are established in connection with specific loan reviews and the asset classification process including the procedures for impairment testing. Such a valuation, which includes a review of loans for which full collectability in accordance with contractual terms is not reasonably assured, considers the estimated fair value of the underlying collateral less the costs to sell, if any, or the present value of expected future cash flows, or the loan’s observable market value. Any shortfall that exists from this analysis results in a specific allowance for the loan. Pursuant to policy, loan losses must be charged off in the period the loans, or portions thereof, are deemed uncollectible. Assumptions and judgments by management in conjunction with outside sources are used to determine whether full collectability of a loan is not reasonably assured. These assumptions and judgments are also used to determine the estimates of the fair value of the underlying collateral or the present value of expected future cash flows or the loan’s observable market value. Individual valuation allowances could differ materially as a result of changes in these assumptions and judgments. Individual loan analyses are performed quarterly on specific loans considered to be impaired. The results of the individual valuation allowances are aggregated and included in the overall allowance for loan losses.18

~~Loan~~Table pool valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with the Bank’s lending activity, but which, unlike individual allowances, have been allocated to unimpaired loans within the following eight portfolio segments: commercial loans; non-owner occupied commercial real estate loans; owner occupied commercial real estate loans; one-to-four family investment property loans; commercial land/land development/construction loans; residential real estate loans; home equity lines of credit; and consumer loans. Each of the segments for commercial loans, non-owner occupied commercial real estate loans, owner occupied commercial real estate loans, one-to-four family investment property loans, and commercial land/land development/ construction loans have sub-segments for loan participations bought, and for loans generated by Riverview’s new loan production office in Cressona, Schuylkill County, Pennsylvania. The loans in these sub-segments have risk characteristics that differ from the general segments and merit separate analysis in order to afford additional granularity and accuracy in management’s estimate for the Allowance for Loan Losses. The Bank measures estimated credit losses on each of these groups of loans based on the historical loss rate of each group. The historical loss rate is calculated based on the average annualized net charge-offs over the most recent eight calendar quarters. Unimpaired criticized and classified loans are further segregated as “sub-pools” within each of these eight segments. A separate, higher loss factor is ascribed to each of these “sub-pools” based on the relative risk in each segment as indicated by historical loss ratios, the level of criticized/classified assets, and the nature of each segment in terms of collateral and inherent risk of the loan type. Management believes that historical losses or even recent trends in losses do not form a sufficient basis to determine the appropriate level for the allowance. Management therefore also considers the following qualitative factors that are likely to cause estimated credit losses associated with each of the portfolio segments to differ from historical loss experience:Contents

~~· Changes~~Note in5 ~~lending~~— ~~policies~~Loans Receivable and ~~procedures,~~Credit ~~including~~Quality ~~changes~~for inLoans ~~underwriting~~and ~~standards;~~the Allowance for Loan Losses (Continued)

~~· Changes~~subsequently indefaulted. Defaulted ~~national,~~loans ~~regional~~are ~~and~~those ~~local~~which ~~economic~~are ~~and~~30 ~~business~~days ~~conditions~~or ~~and~~more ~~developments~~past ~~that~~due ~~affect~~for ~~the~~payment ~~collectability~~under of the ~~portfolio;~~modified terms.

· Changes in the nature and volume of the portfolio and in the terms of loans;

Three Months Ended June 30, 2013

Six Months Ended June 30, 2013

(In thousands, except contracts data)

Number of
Contracts

Pre-Modification
Outstanding
Recorded
Investment

Post-Modification
Outstanding
Recorded
Investment

Number of
Contracts

Pre-Modification
Outstanding
Recorded
Investment

Post-Modification
Outstanding
Recorded
Investment

Troubled Debt Restructurings:

Commercial

—

Commercial real estate:

Non-owner occupied

—

Owner occupied

—

1-4 family investment

—

Commercial land and land development

—

Residential real estate

—

Home equity lines of credit

—

Consumer

—

· Changes in the experience, ability and depth of lending management and other relevant staff;

Number of
Contracts

Recorded
Investment

Number of
Contracts

Recorded
Investment

Troubled Debt Restructurings That Subsequently Defaulted:

Commercial

—

Commercial real estate:

Non-owner occupied

—

Owner occupied

—

1-4 family investment

—

Commercial land and land development

—

Residential real estate

—

Home equity lines of credit

—

Consumer

—

· Changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified loans;

	Three Months Ended June 30, 2012					Six Months Ended June 30, 2012
(In thousands, except contracts data)	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Troubled Debt Restructurings:
Commercial	—	$	—	$	—	1	$	183	$	183
Commercial real estate:
Non-owner occupied	—	—		—		—
Owner occupied	—	—		—		1	289		289
1-4 family investment	2	785		785		2	785		785
Commercial land and land development	—	—		—		—	—		—
Residential real estate	—	—		—		—	—		—
Home equity lines of credit	—	—		—		—	—		—
Consumer	—	—		—		—	—		—

~~· Changes in the quality of the Bank’s loan review system;~~19

18Table of Contents

~~Table~~Note of5 ~~Contents~~— Loans Receivable and Credit Quality for Loans and the Allowance for Loan Losses (Continued)

Note 5 — Credit Quality for Loans and the Allowance for Loan Losses (Continued)

Three Months Ended June 30, 2012

Six Months Ended June 30, 2012

Number of
Contracts

Recorded
Investment

Number of
Contracts

Recorded
Investment

Troubled Debt Restructurings That Subsequently Defaulted:

Commercial

—

Commercial real estate:

Non-owner occupied

—

Owner occupied

—

1-4 family investment

—

Commercial land and land development

—

Residential real estate

—

Home equity lines of credit

—

Consumer

—

· The ~~existence~~Bank ~~and~~assesses ~~effect~~all ofloan ~~any~~restructurings ~~concentrations~~in accordance with Accounting Standards Update (ASU) 2011-02, A Creditor’s Determination of ~~credit~~Whether a Restructuring is a Troubled Debt Restructuring, ~~and~~which ~~the~~provides ~~changes~~a creditor with additional guidance in evaluating whether a restructuring of a debt is a troubled debt restructuring. This ASU further clarifies the ~~level~~definition of ~~such~~a ~~concentrations;~~troubled debt restructuring and confirms that a creditor should consider all aspects of a restructuring to determine whether it has granted a concession to a borrower, which would result in the classification of the credit as a TDR.

~~· The~~Allowance ~~effect~~for ofLoan ~~other external factors such as competition and legal and regulatory requirements in the level of estimated credit losses in the existing portfolio.~~Losses

Each portfolio segment is examined quarterly with regard to the impact of each of these factors on the quality and risk profile of the pool, and adjustments ranging from zero to fifty basis points per factor are calculated. The ~~sum~~allowance ~~of these qualitative factor adjustments are added to the historical loss ratio~~ for ~~each~~loan ~~segment~~losses ~~and the resulting percentage~~ is ~~applied~~composed ~~to the loan balance~~ of ~~the~~individual ~~segment to arrive at the required loan pool~~ valuation ~~allowance. Currently,~~allowances ~~an unallocated valuation allowance estimate is also made in order~~ to ~~give~~absorb ~~effect~~probable toand ~~significant~~quantifiable ~~loan~~losses ~~growth~~based inupon ~~the~~current ~~third~~knowledge ~~quarter~~ of ~~2011 resulting from~~ the ~~opening~~loan ofportfolio, aand loan ~~production~~pool ~~office~~valuation ~~in Cressona~~allowances, ~~Schuylkill~~allocated ~~County Pennsylvania. This is a new market for the Bank~~ and ~~the portfolio has not yet developed any loss history. Growth is expected to continue in this portfolio~~unallocated, to beabsorb ~~centered~~losses inwhich ~~business, construction, and commercial real estate loans. These loans~~ are ~~normally~~not ~~larger~~specifically ~~and~~identified ~~more~~but ~~complex, and their collection rates~~ are ~~harder to predict. The unallocated valuation allowance is management’s best estimate of a reasonable additional allowance for loan losses providing for the risks~~ inherent in ~~this new, unseasoned portfolio that cannot currently be measured using~~ the ~~same methods as with the Bank’s more seasoned portfolios~~portfolio. ~~The~~Management ~~loan~~evaluates ~~pool valuation allowance for each segment along with~~ the ~~unallocated~~adequacy ~~valuation~~of ~~allowance is summed and added to~~ the ~~individual valuation~~ allowance ~~for~~on ~~impaired~~a ~~loans~~quarterly ~~to arrive at the total allowance for loan losses~~basis.

~~These~~Individual ~~evaluations~~valuation allowances are ~~inherently~~established ~~subjective~~in ~~because~~connection ~~even~~with ~~though~~specific ~~they~~loan ~~are~~reviews ~~based~~and onthe ~~objective~~asset ~~data~~classification process, itincluding the procedures for impairment testing. Such a valuation, which includes a review of loans for which full collectability in accordance with contractual terms is ~~management’s~~not ~~interpretation~~reasonably assured, considers the estimated fair value of the ~~data~~underlying ~~that~~collateral ~~determines~~less the ~~amount~~costs to sell, or the present value of expected future cash flows, or the ~~appropriate~~loan’s ~~allowance~~observable market value. IfAny ~~the~~shortfall ~~evaluations~~that ~~prove~~exists tofrom bethis ~~incorrect,~~analysis ~~the~~results in a specific allowance for the loan. Pursuant to policy, loan losses ~~may~~must be charged off in the period the loans, or portions thereof, are deemed uncollectible. Assumptions and judgments by management in conjunction with outside sources are used to determine whether full collectability of a loan is not bereasonably ~~sufficient~~assured. These assumptions and judgments are also used to ~~cover~~determine ~~losses~~the ~~inherent~~estimates inof the fair value of the underlying collateral or the present value of expected future cash flows or the loan’s ~~portfolio~~observable ~~resulting~~market value. Individual valuation allowances could differ materially as a result of changes in ~~additions~~these assumptions and judgments. Individual loan analyses are performed quarterly on specific loans considered to be impaired. The results of the ~~allowance~~individual ~~for~~valuation ~~loan~~allowances ~~losses~~are aggregated and aincluded ~~reduction~~ in ~~Bank~~the ~~earnings~~overall allowance for loan losses.

Loan ~~Charge~~pool ~~Offs~~valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with the Bank’s lending activity, but which, unlike individual allowances, have been allocated to unimpaired loans within the following eight portfolio segments: commercial loans; non-owner occupied commercial real estate loans; owner occupied commercial real estate loans; one-to-four family investment property loans; commercial land/land development/construction loans; residential real estate loans; home equity lines of credit; and consumer loans. The segments for commercial loans, non-owner occupied commercial real estate loans, owner occupied commercial real estate loans, one-to-four family investment property loans, and commercial land/land development/ construction loans are broken into sub-segments for loan participations bought, and for loans generated by the branches and commercial offices in Schuylkill and Berks counties, which are new market areas adjacent to the Bank’s traditional geographic footprint. The loans in these sub-segments

Charge offs of commercial and industrial loans and commercial real estate and construction loans are recorded promptly upon determination that all or a portion of any loan balance is uncollectible. A loan is considered uncollectible when the borrower is 90 days or more delinquent in principal or interest repayment and the following conditions exist:20

~~· It~~Table isof ~~unlikely that the borrower will have the ability to pay the debt in a timely manner.~~Contents

~~· Collateral~~Note ~~value~~5 is— ~~insufficient~~Loans toReceivable ~~cover~~and Credit Quality for Loans and the ~~outstanding~~Allowance ~~indebtedness.~~for Loan Losses (Continued)

~~· Guarantors~~have dorisk ~~not~~characteristics ~~provide~~that ~~adequate~~differ ~~support~~from the general segments and merit separate analysis in order to afford additional granularity and accuracy in management’s estimate for the allowance for loan losses. The Bank measures estimated credit losses on each of these groups of loans based on the historical loss rate of each group. The historical loss rate is calculated based on the average annualized net charge-offs over the most recent eight calendar quarters. Unimpaired criticized and classified loans are further segregated as “sub- pools” within each of these eight segments.

~~All~~A ~~unsecured~~separate, ~~consumer~~higher ~~loans~~loss ~~are~~factor ~~charged~~is ascribed to each of these “sub-~~off~~pools” ~~when~~based ~~they~~on ~~become~~the ~~120~~relative ~~days~~risk ~~delinquent~~in oreach ~~when~~segment itas isindicated ~~determined~~by ~~that~~historical loss ratios, the ~~debt~~level isof ~~uncollectible~~criticized/classified assets, and the nature of each segment in terms of collateral and inherent risk of the loan type. ~~Overdrafts~~Management ~~are~~believes ~~charged~~that ~~off~~historical ~~when~~losses itor iseven ~~determined~~recent ~~recovery~~trends isin losses do not by themselves, form a sufficient basis to determine the appropriate level for the allowance. Management therefore also considers the following qualitative factors that are likely orto cause estimated credit losses associated with each of the ~~overdraft~~portfolio ~~becomes~~segments 45to ~~days~~differ ~~old,~~from ~~whichever~~historical ~~comes~~loss ~~first.~~experience:

~~All~~· Changes ~~secured~~in ~~consumer~~lending ~~loans,~~policies ~~except~~and ~~those secured by a primary or secondary residence~~procedures, ~~are charged~~including ~~off~~changes ~~when~~in ~~they~~underwriting ~~become 120 days delinquent, or when it is determined that the debt is uncollectible.~~standards;

~~Uncollateralized~~· Changes ~~portions~~in ofnational, ~~first~~regional ~~mortgage~~and ~~residential~~local ~~real~~economic ~~estate loans~~ and ~~consumer~~business ~~loans~~conditions ~~secured~~and bydevelopments ~~real~~that ~~estate~~affect ~~are charged off upon completion of a sheriff’s sale, but prior to~~ the ~~transfer~~collectability of the fair value carrying balance to other real estate owned. Current appraisals are obtained to determine the appropriate carrying balance with any exposed portion of the loan principal balance being charged off.portfolio;

19· Changes in the nature and volume of the portfolio and in the terms of loans;

~~Table~~· Changes in the experience, ability and depth of ~~Contents~~lending management and other relevant staff;

~~Note~~· Changes 5in —the ~~Credit~~volume ~~Quality~~and ~~for~~severity ~~Loans~~of past due loans, the volume of non-accrual loans, and the ~~Allowance~~volume ~~for~~and ~~Loan~~severity ~~Losses~~of ~~(Continued)~~adversely classified loans;

~~The~~· Changes ~~allowance~~in ~~for loan losses is presented by loan portfolio segments with~~ the ~~outstanding~~quality ~~balances~~ of ~~loans for~~ the ~~nine~~Bank’s ~~months~~loan ~~ended~~review ~~September 30, 2011 and the year ended December 31, 2010 as follows:~~system;

			Commercial Real Estate
(In thousands)	Commercial		Non-Owner Occupied		Owner Occupied		1-4 Family Investment		Commercial – Land and Land Development			Residential Real Estate		Home Equity Lines of Credit		Consumer		Unallocated		Total
Allowance for Loan Losses as of September 30, 2011:
Beginning balance	$	585	$	397	$	567	$	361	$	327		$	648	$	63	$	25	$	—	$	2,973
Charge-offs	398		—		108		5		—			1		—		2		—		514
Recoveries	9		—		—		—		—			—		—		—		—		9
Provision	366		82		14		12		(178		)	66		—		3		150		515
Ending balance	$	562	$	479	$	473	$	368	$	149		$	713	$	63	$	26	$	150	$	2,983
Ending balance:
individually evaluated for impairment	$	36	$	—	$	469	$	—	$	—		$	279	$	—	$	—	$	—	$	361
Ending balance:
collectively evaluated for impairment	$	526	$	479	$	427	$	368	$	149		$	434	$	63	$	26	$	150	$	2,622
Loans as of September 30, 2011:
Ending balance	$	14,923	$	40,718	$	33,236	$	28,653	$	12,781		$	46,548	$	11,160	$	2,785	$	—	$	190,804
Ending balance:
individually evaluated for impairment	$	929	$	2,960	$	607	$	543	$	1,010		$	2,041	$	806	$	11	$	—	$	8,907
Ending balance:
collectively evaluated for impairment	$	13,994	$	37,758	$	32,629	$	28,110	$	11,771		$	44,507	$	10,354	$	2,774	$	—	$	181,897

· The existence and effect of any concentrations of credit, and the changes in the level of such concentrations; and

20· The effect of other external factors, such as competition and legal and regulatory requirements, on the level of estimated credit losses in the existing portfolio.

~~Table~~Each portfolio segment is examined quarterly with regard to the impact of ~~Contents~~each of these factors on the quality and risk profile of the pool, and adjustments ranging from zero to fifty basis points per factor are calculated. The sum of these qualitative factor adjustments are added to the historical loss ratio for each segment and the resulting percentage is applied to the loan balance of the segment to arrive at the loan pool valuation allowance. An unallocated valuation allowance estimate is also made generally in order to give effect to significant loan growth in 2013 resulting from the entry into new markets in Schuylkill county in mid-2011 and into Berks county in mid-2012. These portfolios are unseasoned and have not yet developed any loss history. Growth is expected to continue in these portfolios, with focus being given to business, construction, and commercial real estate loans. These loans are normally larger and more complex, and their collection rates are harder to predict. Management determines the unallocated portion, which represents the difference between the reported allowance for loan losses and the calculated allowance for loan losses, based generally on the following criteria:

~~Note~~· risk 5of —imprecision ~~Credit~~in ~~Quality~~the ~~for~~specific ~~Loans~~ and ~~the~~general ~~Allowance~~reserve ~~for Loan Losses (Continued)~~allocations;

			Commercial Real Estate
(In thousands)	Commercial		Non-Owner Occupied		Owner Occupied		1-4 Family Investment		Commercial – Land and Land Development		Residential Real Estate		Home Equity Lines of Credit		Consumer		Unallocated		Total
Allowance for Loan Losses as of December 31, 2010:
Ending balance	$	585	$	397	$	567	$	361	$	327	$	648	$	63	$	25	$	—	$	2,973
Ending balance:
individually evaluated for impairment	$	97	$	—	$	170	$	9	$	—	$	215	$	—	$	—	$	—	$	491
Ending balance:
collectively evaluated for impairment	$	488	$	397	$	397	$	352	$	327	$	433	$	63	$	25	$	—	$	2,482
Loans as of December 31, 2010:
Ending balance	$	12,564	$	32,898	$	31,940	$	29,211	$	11,747	$	46,482	$	10,265	$	2,930	$	—	$	178,037
Ending balance:
individually evaluated for impairment	$	986	$	—	$	499	$	77	$	1,010	$	1,641	$	424	$	—	$	—	$	4,637
Ending balance:
collectively evaluated for impairment	$	11,578	$	32,898	$	31,441	$	29,134	$	10,737	$	44,841	$	9,841	$	2,930	$	—	$	173,400

· other potential exposure in the loan portfolio, including covering the risks in the growing book of loans in the Schuylkill and Berks county regions;

~~The~~· variances ~~following summarizes the changes~~ in ~~the~~management’s ~~allowance~~assessment ~~for~~of ~~loan~~national ~~losses for the nine months ended September 30, 2011~~ and ~~the~~local ~~year~~economic ~~ended~~conditions; ~~December 31, 2010:~~and

	September 30, 2011			December 31, 2010
	(In thousands)
Beginning balance — January 1	$	2,973		$	2,560
Provision charged to operations	515			1,506
Recoveries on charged off loans	9			14
Loans charged off	(514		)	(1,107		)
Ending balance	$	2,983		$	2,973

· other internal or external factors that management believes appropriate at the time.

~~Credit~~The ~~Quality~~loan ~~Indicators~~pool valuation allowance for each segment, along with the unallocated valuation allowance, is totaled and added to the individual valuation allowance for impaired loans to arrive at the total allowance for loan losses.

~~The~~These ~~Bank~~evaluations ~~has~~are ~~established~~inherently asubjective ~~credit~~because, ~~risk~~even ~~rating~~though ~~system~~they toare ~~quantify~~based ~~the~~on ~~risk~~objective indata, ~~the~~it ~~Bank~~is management’s ~~loan~~interpretation ~~portfolio. This~~of ~~system~~the isdata athat ~~critical~~determines ~~tool~~the ~~for~~amount ~~managing~~of the ~~Bank’s lending activities and for evaluating~~ appropriate ~~loan loss reserves~~allowance. ~~This~~If ~~rating~~the ~~system~~evaluations isprove ~~dynamic with risk ratings subject~~ to ~~change~~be atincorrect, ~~any time when circumstances warrant. The system rates~~ the ~~strength~~allowance offor ~~the~~loan ~~borrower~~losses ~~and~~may isnot ~~designed to~~ be asufficient ~~tool~~to ~~for~~cover ~~senior~~losses ~~management~~inherent toin ~~manage~~ the ~~Bank’s~~loan ~~credit~~portfolio ~~risk~~resulting ~~and~~in ~~provide~~additions anto ~~early~~the ~~warning~~allowance ~~system~~ for ~~negative~~loan ~~migration~~losses ofand ~~credits. The~~a ~~system~~reduction ~~also provides for recognition of improvement~~ in ~~credits. Risk~~the ~~ratings~~Bank ~~move dynamically, both negatively and positively~~earnings.

Table of Contents

Note 5 — Loans Receivable, Credit Quality for Loans and the Allowance for Loan Losses (Continued)

~~Each~~Loan ~~new,~~Charge renewed or modified credit facility is given a risk rating that takes into consideration factors that affect credit quality. The primary determinants of the risk rating assigned are based upon the reliability of the primary source of repayment and the past, present, and projected financial condition of the borrower. The rating also reflects current economic and industry conditions. Major factors used in determining the rating include the following variables:Offs

~~· Capitalization~~Charge offs of commercial and industrial loans and commercial real estate and construction loans are recorded promptly upon determination that all or a portion of any loan balance is uncollectible. A loan is considered uncollectible when the borrower is 90 days or more delinquent in principal or interest repayment and the following conditions exist:

· ~~Liquidity~~It is unlikely that the borrower will have the ability to pay the debt in a timely manner;

· ~~Cash~~Collateral ~~flow~~value is insufficient to cover the outstanding indebtedness; or

· ~~Revenue~~Guarantors ~~and~~do ~~earnings~~not ~~trends~~provide adequate support.

~~· Management~~All ~~strength~~unsecured consumer loans are charged-off when they become 120 days delinquent or ~~weakness~~when it is determined that the debt is uncollectible. Overdrafts are charged off when it is determined recovery is not likely or the overdraft becomes 45 days old, whichever comes first.

~~· Quality~~All ofsecured ~~financial~~consumer ~~information~~loans, except those secured by a primary or secondary residence, are charged off when they become 120 days delinquent, or when it is determined that the debt is uncollectible.

~~· Reputation~~Uncollateralized portions of first mortgage residential real estate loans and ~~credit~~consumer ~~history~~loans secured by real estate are charged off upon completion of a sheriff’s sale, but prior to the transfer of the fair value carrying balance to other real estate owned. Current appraisals are obtained to determine the appropriate carrying balance with any exposed portion of the loan principal balance being charged off.

~~· Industry~~The allowance for loan losses is presented by loan portfolio segments with the outstanding balances of loans for the three and six months ended June 30, ~~including~~2013 ~~economic~~and ~~climate~~2012 as follows:

In addition, the following factors may contribute to enhance the risk rating derived from the above factors:

				Commercial Real Estate
(In thousands)	Commercial			Non-Owner Occupied			Owner Occupied			1-4 Family Investment		Commercial — Land and Land Development			Residential Real Estate		Home Equity Lines of Credit		Consumer		Unallocated			Total

Allowance for Loan Losses for the Three Months Ended June 30, 2013:
Beginning balance	$	588		$	830		$	763		$	488	$	167		$	566	$	113	$	30	$	201		$	3,746
Charge-offs	—			—			—			—		—			7		—		3		—			10
Recoveries	11			—			26			—		—			—		—		—		—			37
Provision	(18		)	(1		)	(30		)	44		(13		)	26		4		3		(15		)	—
Ending balance	$	581		$	829		$	759		$	532	$	154		$	585	$	117	$	30	$	186		$	3,773

Ending balance: individually evaluated for impairment	$	1		$	—		$	—		$	224	$	—		$	224	$	47	$	—	$	—		$	496

Ending balance: collectively evaluated for impairment	$	580		$	829		$	759		$	308	$	154		$	361	$	70	$	30	$	186		$	3,277

Collateral: The rating may be affected by the type and quality of collateral, the level of coverage, the economic life of the collateral, liquidation value, and the Bank’s ability to dispose of the collateral.22

~~Guarantors:~~Table Guarantees can differ substantially in enhancing the risk rating assigned to a loan or lending commitment. In order to provide enough support to impact the assigned rating by one or more levels, the guarantee must be unconditional and be from an individual or entity with substantial financial strength and a vested interest in the success of ~~the borrower.~~Contents

~~The~~Note ~~Bank~~5 ~~assigns~~— ~~risk~~Loans ~~ratings~~Receivable, ~~based~~Credit onQuality afor ~~scale~~Loans ~~from~~and ~~1 to 8 with 1 being~~ the ~~highest~~Allowance ~~quality~~for ~~rating~~Loan ~~and~~Losses ~~8 being the lowest quality grade.~~(Continued)

· Levels 1-4 are “Pass” grades

				Commercial Real Estate
(In thousands)	Commercial			Non-Owner Occupied			Owner Occupied			1-4 Family Investment			Commercial — Land and Land Development			Residential Real Estate			Home Equity Lines of Credit		Consumer		Unallocated			Total

Allowance for Loan Losses for the Three Months Ended June 30, 2012:
Beginning balance	$	747		$	525		$	573		$	287		$	177		$	637		$	73	$	23	$	237		$	3,279
Charge-offs	33			—			353			—			—			28			—		2		—			416
Recoveries	2			—			—			—			—			—			—		—		—			2
Provision	(183		)	40			445			5			(7		)	(2		)	1		3		(267		)	35
Ending balance	$	533		$	565		$	665		$	292		$	170		$	607		$	74	$	24	$	(30	)	$	2,900

Ending balance: individually evaluated for impairment	$	—		$	41		$	—		$	—		$	—		$	217		$	—	$	—	$	—		$	258

Ending balance: collectively evaluated for impairment	$	533		$	524		$	665		$	292		$	170		$	390		$	74	$	24	$	(30	)	$	2,642

Allowance for Loan Losses for the Six Months Ended June 30, 2013:
Beginning balance	$	545		$	841		$	774		$	456		$	143		$	582		$	72	$	31	$	292		$	3,736
Charge-offs	—			—			—			—			—			7			—		3		—			10
Recoveries	19			—			26			—			—			—			—		2		—			47
Provision	17			(12		)	(41		)	76			11			10			45		—		(106		)	—
Ending balance	$	581		$	829		$	759		$	532		$	154		$	585		$	117	$	30	$	186		$	3,773

Ending balance: individually evaluated for impairment	$	1		$	—		$	—		$	224		$	—		$	224		$	47	$	—	$	—		$	496

Ending balance: collectively evaluated for impairment	$	580		$	829		$	759		$	308		$	154		$	361		$	70	$	30	$	186		$	3,277

Allowance for Loan Losses for the Six Months Ended June 30, 2012:
Beginning balance	$	693		$	525		$	593		$	365		$	147		$	680		$	63	$	24	$	333		$	3,423
Charge-offs	268			—			353			—			—			31			—		2		—			654
Recoveries	46			—			—			—			—			—			—		—		—			46
Provision	62			40			425			(73		)	23			(42		)	11		2		(363		)	85
Ending balance	$	533		$	565		$	665		$	292		$	170		$	607		$	74	$	24	$	(30	)	$	2,900

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