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On April 7, 2014, F.N.B. Corporation (“F.N.B.”), the parent company of First National Bank of Pennsylvania, and the Company, entered into an Agreement and Plan of Merger, pursuant to which the Company will merge with and into F.N.B. As a result of the merger, the separate corporate existence of the Company will cease and F.N.B. will continue as the surviving corporation. The merger is expected to be completed in the third quarter of 2014, subject to approval of the merger by the Company’s shareholders, receipt of required regulatory and other approvals and satisfaction of customary closing conditions. Immediately after the merger is completed, the Bank is to merge with and into First National Bank of Pennsylvania, a national association, with First National Bank of Pennsylvania being the surviving entity. In the merger between the Company and F.N.B., all of the outstanding shares of the Company’s common stock will be cancelled, and holders of the Company’s common stock (excluding F.N.B., the Company and their respective subsidiaries, if applicable) will receive 1.781 shares of F.N.B. common stock for each share of the Company’s common stock they own. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of the Company.


Non-performing Assets. Loans are generally placed on non-accrual status when payment of principal or interest is more than 90 days delinquent unless well secured and in the process of collection. Loans can also be placed on non-accrual status if collection of principal or interest in full is in doubt. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received. The loan may be returned to accrual status if both principal and interest payments are brought current, there has been a period of sustained performance (generally, six months), and full payment of principal and interest is expected. At March 31, 2014, the Company had $4.2 million in total non-performing assets, an increase of $3.5 million from June 30, 2013. The increase was due to two commercial loan relationships which include a $748 thousand commercial business loan and $2.8 million in three commercial real estate loans. These loans have collateral values in excess of the loan values. The remaining balance represents two residential mortgage loans and one home equity line of credit. Of the $4.2 million in non-performing assets at March 31, 2014, $1.2 million was also a troubled debt restructuring.


Total non-interest income decreased $56 thousand, to $187 thousand, for the three months ended March 31, 2014 compared to $243 thousand for the three months ended March 31, 2013. The decrease in total non-interest income was primarily the result of a decrease in net gains (losses) of $54 thousand for the three month period ended March 31, 2014. The decrease in net gains (losses) was the

result of decreases in net gains on the sale of loans of $23 thousand, to $5 thousand and recovery (write-down) of other real estate property of $31 thousand, to zero, for the period ended March 31, 2014. Non-interest income before net gains (losses) was effectively unchanged as customer service fees decreased $14 thousand, to $65 thousand, and other non-interest income increased $13 thousand, to $46 thousand, due to an increase in rent income for the period ended March 31, 2014 as compared to March 31, 2013.


Net Interest Income. Net interest income increased by $90 thousand, to $10.2 million for the nine months ended March 31, 2014 as compared to $10.1 million for the nine months ended March 31, 2013. Total interest expense decreased $307 thousand, or 17.5%, to $1.5 million for the nine months ended March 31, 2014 as compared to $1.8 million for the nine months ended March 31, 2013. The decrease in interest expense was primarily the result of the Bank decreasing deposit rates while maintaining its competitive position within the local market, paying off several matured Federal Home Loan Bank advances, and reducing the rate on customer repurchase agreements. Interest and dividend income decreased by $217 thousand to $11.6 million for the nine months ended March 31, 2014 as compared to $11.8 million for the nine months ended March 31, 2013. This decrease is primarily due to lower yields in the loan and securities portfolios.


Total non-interest expense increased $498 thousand to $9.3 million for the nine months ended March 31, 2014 from $8.9 million for the nine months ended March 31, 2013. Data processing expenses increased $179 thousand, or 30.3%, to $769 thousand for the nine months ended March 31, 2014 as compared to $590 thousand for the nine months ended March 31, 2013 primarily as a result of the recent core system conversion undertaken by the Company. Other non-interest expense increased $237 thousand, to $1.5 million, for the period ended March 31, 2014 from $1.3 million for the period ended March 31, 2013 primarily due to costs associated with increased legal and regulatory costs associated with the Company’s annual stockholders’ meeting, legal, regulatory, and accounting expense expenses associated with merger agreement, between OBA Financial Services, Inc. and F.N.B. Corporation, and a fraud perpetrated on a Bank customer in which the Bank reimbursed the customer. FDIC assessments decreased $77 thousand, to $129 thousand, for the nine months ended March 31, 2014 compared to $206 thousand for the nine months ended March 31, 2013 as a result of lower non-performing loans and its positive impact on the FDIC assessment calculation. Salaries and employee benefits increased $105 thousand, to $5.4 million, for the nine months ended March 31, 2014 from $5.3 million for the nine months ended March 31, 2013 primarily as a result of the addition of one new lender and higher ESOP compensation expense as a result of the Company’s higher market price for its common stock. For further detail regarding the merger agreement, see “Note 10 – Subsequent Events” in the accompanying financial statements.