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National Penn Bancshares (NPBC)

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National Penn Bancshares 10-Q 2011

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npb10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period endedJune 30, 2011
OR
	o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

000-22537-01

(Commission File Number)

NATIONAL PENN BANCSHARES, INC.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania		23-2215075
(State or Other Jurisdiction of Incorporation)		IRS Employer Identification No.

Philadelphia and Reading Avenues, Boyertown, PA 19512 (Address of Principal Executive Offices)

(800) 822-3321

Registrant’s telephone number, including area code

(Former Name or Former Address, if Changed Since Last Report): N/A

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

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

Yes x No 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨

Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

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

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

Class		Outstanding at August 4, 2011
Common Stock, no stated par value		151,681,748 shares

TABLE OF CONTENTS

Part I - Financial Information.			Page

	Item 1.	Financial Statements	3

	Item 2.	Management’s Discussion and Analysis of
		Financial Condition and Results of Operation	29

	Item 3.	Quantitative and Qualitative Disclosures About
		Market Risk	46

	Item 4.	Controls and Procedures	46

Part II - Other Information.

	Item 1.	Legal Proceedings	47

	Item 1A.	Risk Factors	47

	Item 2.	Unregistered Sales of Equity Securities
		and Use of Proceeds	54

	Item 3.	Defaults Upon Senior Securities	54

	Item 4.	[Removed and Reserved by the SEC]	N/A

	Item 5.	Other Information	54

	Item 6.	Exhibits	55

Signatures			56

Exhibits			57

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	Unaudited
(dollars in thousands)	June 30,			December 31,
	2011			2010
ASSETS
Cash and due from banks	$	105,918		$	90,283
Interest-earning deposits with banks		513,132			612,099
Total cash and cash equivalents		619,050			702,382

Investment securities available for sale, at fair value		1,696,682			1,632,118
Investment securities held to maturity
(Fair value $529,162 and $537,932 for 2011 and 2010, respectively)		518,578			546,957
Other securities		75,308			80,615
Loans held for sale		8,852			12,785
Loans and leases, net of allowance for loan and lease losses of $137,909 and $150,054
for 2011 and 2010, respectively		5,032,165			5,163,884
Premises and equipment, net		103,017			105,483
Accrued interest receivable		31,862			33,829
Bank owned life insurance		136,606			134,154
Other real estate owned and other repossessed assets		8,407			7,453
Goodwill		258,279			258,279
Other intangible assets, net		18,970			22,217
Unconsolidated investments under the equity method		12,327			11,482
Other assets		113,038			132,982
TOTAL ASSETS	$	8,633,141		$	8,844,620

LIABILITIES
Non-interest bearing deposits	$	839,811		$	808,835
Interest bearing deposits		5,104,350			5,250,338
Total deposits		5,944,161			6,059,173

Securities sold under repurchase agreements		738,628			734,455
Short-term borrowings		6,390			10,000
Federal Home Loan Bank advances		627,332			703,761
Subordinated debentures		143,261			142,780
Accrued interest payable and other liabilities		39,856			57,014
TOTAL LIABILITIES		7,499,628			7,707,183

SHAREHOLDERS' EQUITY
Preferred stock, no stated par value; authorized 1,000,000 shares
Series B, $1,000 liquidation preference, 5% cumulative; 150,000 shares issued and
outstanding as of December 31, 2010		-			148,441
Common stock, no stated par value; authorized 250,000,000 shares, issued and
outstanding: June 30, 2011 - 151,660,444; December 31, 2010 - 136,792,414		1,379,690			1,292,342
Accumulated deficit		(258,125	)		(293,940	)
Accumulated other comprehensive income (loss)		11,948			(9,406	)
TOTAL SHAREHOLDERS' EQUITY		1,133,513			1,137,437

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	8,633,141		$	8,844,620

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

NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months						Six Months
(dollars in thousands, except per share data)	Ended June 30,						Ended June 30,
	2011			2010			2011			2010
INTEREST INCOME
Loans and leases, including fees	$	67,553		$	77,830		$	136,781		$	156,484
Investment securities
Taxable		11,552			11,457			22,909			22,555
Tax-exempt		8,401			8,803			16,894			17,641
Federal funds sold and deposits in banks		234			218			514			465
Total interest income		87,740			98,308			177,098			197,145
INTEREST EXPENSE
Deposits		10,974			16,464			22,381			34,745
Securities sold under repurchase agreements		2,346			2,808			4,741			5,682
Short-term borrowings		-			-			-			-
Federal Home Loan Bank advances		7,039			8,010			14,256			16,063
Subordinated debentures		2,386			2,383			4,755			4,753
Total interest expense		22,745			29,665			46,133			61,243
Net interest income		64,995			68,643			130,965			135,902
Provision for loan and lease losses		3,000			25,000			13,000			57,500
Net interest income after provision for loan and lease losses		61,995			43,643			117,965			78,402
NON-INTEREST INCOME
Wealth management		5,856			7,238			11,780			14,339
Service charges on deposit accounts		4,616			5,446			9,280			10,787
Insurance commissions and fees		3,520			3,639			6,741			7,410
Cash management and electronic banking fees		4,645			4,614			9,016			8,772
Mortgage banking		1,014			1,231			2,094			2,384
Bank owned life insurance		1,233			1,280			2,453			3,263
Equity in undistributed net earnings of unconsolidated investments		116			537			1,816			700
Gain on pension plan curtailment		-			-			-			4,066
Other operating income		1,818			2,771			3,873			5,504
Net (losses) gains from fair value changes on subordinated debentures		(430	)		1,543			(481	)		(5,718	)
Net gains (losses) on sales of investment securities		-			214			-			214

IMPAIRMENT LOSSES ON INVESTMENT SECURITIES:
Impairment losses on investment securities		-			-			-			(634	)
Non credit-related losses on securities not expected to be sold
recognized in other comprehensive loss before tax		-			-			-			-
Net impairment losses on investment securities		-			-			-			(634	)
Total non-interest income		22,388			28,513			46,572			51,087

NON-INTEREST EXPENSE
Salaries, wages and employee benefits		30,408			30,999			61,857			60,428
Net premises and equipment		6,787			7,209			14,059			15,207
Goodwill impairment		-			8,250			-			8,250
FDIC insurance		2,726			4,056			6,183			8,153
Other operating expenses		14,200			16,049			28,859			32,182
Total non-interest expense		54,121			66,563			110,958			124,220
Income (loss) before income taxes		30,262			5,593			53,579			5,269
Income tax expense (benefit)		7,054			9,132			11,591			4,882
NET INCOME		23,208			(3,539	)		41,988			387
Preferred dividends and accretion of preferred discount		-			(2,005	)		(1,691	)		(4,010	)
Accelerated accretion from redemption of preferred stock		-			-			(1,452	)		-
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	23,208		$	(5,544	)	$	38,845		$	(3,623	)
PER SHARE OF COMMON STOCK
Basic earnings available to common shareholders	$	0.15		$	(0.04	)	$	0.26		$	(0.03	)
Diluted earnings available to common shareholders	$	0.15		$	(0.04	)	$	0.26		$	(0.03	)
Dividends paid in cash	$	0.01		$	0.01		$	0.02		$	0.02

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

NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


												Accumulated
(dollars in thousands, except share data)						Series B						Other
	Common					Preferred			Accumulated			Comprehensive
	Shares		Value			Stock			Deficit			Loss			Total
Balance at December 31, 2010		136,792,414	$	1,292,342		$	148,441		$	(293,940	)	$	(9,406	)	$	1,137,437
Comprehensive income:
Net income										41,988						41,988
Other comprehensive income, net of taxes													21,354			21,354
Total comprehensive income										41,988			21,354			63,342

Cash dividends declared common										(3,031	)					(3,031	)
Cash dividends declared preferred										(1,583	)					(1,583	)
Shares issued under share-based plans,
net of excess tax benefits		537,451		3,805												3,805
Shares issued in private placement		14,330,579		84,543												84,543
Amortization of preferred discount							1,559			(1,559	)					-
Repayment of Series B Preferred Stock							(150,000	)								(150,000	)
Repurchase of common stock warrants				(1,000	)											(1,000	)

Balance at June 30, 2011		151,660,444	$	1,379,690		$	-		$	(258,125	)	$	11,948		$	1,133,513

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

NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


(dollars in thousands)	Six Months Ended June 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	41,988		$	387
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses		13,000			57,500
Share-based compensation expense		2,182			895
Depreciation and amortization		8,242			8,111
Amortization (accretion) of premiums and discounts on investment securities, net		948			(4	)
Gains on investment securities, net		-			(214	)
(Losses) gains on equity-method investments, net of distributions		(845	)		85
Loans originated for resale		(59,960	)		(84,511	)
Proceeds from sale of loans		65,332			87,483
Gain on sale of loans, net		(1,439	)		(888	)
(Gain) loss on sale of other real estate owned, net		(7	)		433
Gain on sale of bank buildings		-			(223	)
Increase in fair value of subordinated debtentures		481			5,718
Impairment losses on investment securities		-			634
Bank-owned life insurance policy income		(2,453	)		(3,263	)
Gain on pension plan curtailment		-			(4,066	)
Goodwill impairment		-			8,250
Changes in assets and liabilities:
Decrease in accrued interest receivable		1,967			820
Decrease in accrued interest payable		(4,260	)		(1,717	)
Decrease in other assets		14,024			5,329
(Decrease) increase in other liabilities		(10,915	)		6,113
Net cash provided by operating activities		68,285			86,872
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and repayments of investment securities held to maturity		28,087			22,141
Proceeds from sales of investment securities available for sale		-			6,668
Purchase of investment securites held to maturity		-			(50	)
Proceeds from maturities and repayments of investment securities available for sale		150,289			213,232
Purchase of investment securities available for sale		(184,263	)		(259,560	)
Proceeds from sale of loans previously held for investment		2,764			10,973
Net decrease in loans and leases		114,157			195,923
Purchases of premises and equipment		(2,064	)		(2,212	)
Claims from bank owned life insurance		-			2,082
Proceeds from sale of bank buildings		-			911
Proceeds from the sale of other real estate owned		375			4,354
Net cash provided by investing activities		109,345			194,462
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in core deposits		(378	)		54,967
Net decrease in certificates of deposit		(114,634	)		(297,614	)
Net increase in securities sold under repurchase agreements		4,173			14,991
Net (decrease) increase in short-term borrowings		(3,610	)		100
Repayments of FHLB advances		(75,963	)		(49,259	)
Proceeds from shares issued under share-based plans		1,132			230
Excess tax expense on share-based plans		(221	)		(28	)
Issuance of shares under dividend reinvestment plan		548			622
Issuance of common stock in private placement		84,543			-
Repayment of Series B Preferred stock		(150,000	)		-
Repurchase of common stock warrants		(1,000	)		-
Cash dividends, common		(3,031	)		(2,509	)
Cash dividends, preferred		(2,521	)		(3,750	)
Net cash used in financing activities		(260,962	)		(282,250	)
Net decrease in cash and cash equivalents		(83,332	)		(916	)
Cash and cash equivalents at beginning of year		702,382			603,257
Cash and cash equivalents at end of period	$	619,050		$	602,341

NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES

SUPPLEMENTAL CASH FLOW DISCLOSURES

The Company considers cash and due from banks, interest bearing deposits in banks and federal funds sold as cash equivalents for the purposes of reporting cash flows. Cash paid for interest and taxes is as follows:

	Six Months Ended
(dollars in thousands)	June 30,
	2011		2010
Interest	$	50,393	$	62,961
Taxes		13,703		-

The Company’s investing and financing activities that affected assets or liabilities, but did not result in cash receipts or cash payments were as follows:

	Six Months Ended
(dollars in thousands)	June 30,
	2011		2010
Transfers of loans to other real estate¹	$	1,798	$	9,539
Other than temporary impairment on investment securities		-		634
Dividends accrued not paid on Series B Preferred Stock		-		938

¹ $0.9 million and $4.8 million of OREO was disposed of during the periods ending June 30, 2011 and 2010, respectively.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions to Form 10-Q, and therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). However, all normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of these financial statements have been included. These financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for National Penn Bancshares, Inc. (the “Company” or “National Penn”) for the year ended December 31, 2010, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K”). The results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

The consolidated statement of operations includes Christiana Bank & Trust Company’s (“Christiana”), a Delaware state-chartered bank and trust company, results of operations until its divestiture on December 3, 2010, for the period it was owned by National Penn.

The Company has prepared its accompanying consolidated financial statements in accordance with GAAP as applicable to the financial services industry. The consolidated financial statements include the balances of the Company and its wholly owned subsidiary, National Penn Bank (“National Penn Bank”). All material intercompany balances and transactions have been eliminated in consolidation. References to the Company include all the Company’s subsidiaries unless otherwise noted.

2. EARNINGS PER SHARE

(dollars in thousands, except per share data )	Three months ended June 30,					Six months ended June 30,
	2011		2010			2011		2010
Income for EPS:
Net income (loss) available to common shareholders	$	23,208	$	(5,544	)	$	38,845	$	(3,623	)

Calculation of shares:
Weighted average basic shares		151,601,052		126,045,667			151,034,207		125,960,351
Dilutive effect of:
Share-based compensation		234,350		-			269,390		-
Warrants				-			-		-
Weighted average fully diluted shares		151,835,402		126,045,667			151,303,597		125,960,351

Earnings per common share:
Basic	$	0.15	$	(0.04	)	$	0.26	$	(0.03	)
Diluted	$	0.15	$	(0.04	)	$	0.26	$	(0.03	)

The following options were excluded from the computation of earnings per share as they were anti-dilutive:

	Three months ended June 30,				Six months ended June 30,
	2011		2010		2011		2010

Stock Options		3,494,093		4,534,699		3,354,531		4,453,495
Exercise Price
Low	$	5.85	$	5.60	$	5.85	$	5.60
High	$	21.49	$	21.49	$	21.49	$	21.49

3. INVESTMENT SECURITIES

The amortized cost, gross unrealized gains and losses, and fair values of the Company’s investment securities are summarized as follows:

	June 30, 2011
			Gross		Gross
(dollars in thousands)	Amortized		unrealized		unrealized			Fair
	cost		gains		losses			value
Available for Sale
U.S. Treasury securities	$	19,979	$	17	$	-		$	19,996
U.S. Government agency securities		4,996		81		-			5,077
State and municipal bonds		334,723		7,795		(7,657	)		334,861
Agency mortgage-backed securities/		1,267,621		34,906		(1,816	)		1,300,711
collateralized mortgage obligations
Non-agency collateralized mortgage obligations		18,632		475		(84	)		19,023
Corporate securities and other		13,039		136		(570	)		12,605
Marketable equity securities		3,759		733		(83	)		4,409
Total	$	1,662,749	$	44,143	$	(10,210	)	$	1,696,682

Held to Maturity
State and municipal bonds	$	426,426	$	10,200	$	(2,623	)	$	434,003
Agency mortgage-backed securities/		91,083		2,974		-		$	94,057
collateralized mortgage obligations
Non-agency collateralized mortgage obligations		1,069		33		-		$	1,102
Total	$	518,578	$	13,207	$	(2,623	)	$	529,162

	December 31, 2010
			Gross		Gross
(dollars in thousands)	Amortized		unrealized		unrealized			Fair
	cost		gains		losses			value
Available for Sale
U.S. Treasury securities	$	19,952	$	-	$	(3	)	$	19,949
U.S. Government agency securities		4,995		99		-			5,094
State and municipal bonds		345,310		4,880		(16,836	)		333,354
Agency mortgage-backed securities/
collateralized mortgage obligations		1,216,153		26,854		(11,648	)		1,231,359
Non-agency collateralized mortgage obligations		25,071		280		(277	)		25,074
Corporate securities and other		14,189		90		(1,245	)		13,034
Marketable equity securities		3,759		506		(11	)		4,254
Total	$	1,629,429	$	32,709	$	(30,020	)	$	1,632,118

Held to Maturity
State and municipal bonds	$	427,720	$	1,281	$	(12,593	)	$	416,408
Agency mortgage-backed securities/
collateralized mortgage obligations		117,756		2,241		-			119,997
Non-agency collateralized mortgage obligations		1,481		46		-			1,527
Total	$	546,957	$	3,568	$	(12,593	)	$	537,932

Gains and losses from sales of investment securities are as follows:

	For the six months
(dollars in thousands)	ended June 30,
	2011		2010
Gains	$	-	$	214
Losses		-		-
Net gains from sales of
investment securities	$	-	$	214

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at June 30, 2011 and December 31, 2010, respectively.

June 30, 2011
			Less than 12 months					12 months or longer					Total
(dollars in thousands)>	No. of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
State and municipal bonds		285	$	108,863	$	(2,249	)	$	71,331	$	(8,031	)	$	180,194	$	(10,280	)
Agency mortgage-backed securities/
collateralized mortgage obligations		44		217,650		(1,809	)		253		(7	)		217,903		(1,816	)
Non-agency collateralized mortgage obligations		4		-		-			2,266		(84	)		2,266		(84	)
Corporate securities and other		10		2,907		(42	)		3,953		(528	)		6,860		(570	)
Total debt securities		343		329,420		(4,100	)		77,803		(8,650	)		407,223		(12,750	)
Marketable equity securities		3		639		(83	)		-		-			639		(83	)
Total		346	$	330,059	$	(4,183	)	$	77,803	$	(8,650	)	$	407,862	$	(12,833	)



December 31, 2010
			Less than 12 months					12 months or longer					Total
(dollars in thousands)>	No. of Securities		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U. S. Treasury securities		1	$	19,949	$	(3	)	$	-	$	-		$	19,949	$	(3	)
State and municipal bonds		907		474,765		(17,811	)		67,841		(11,618	)		542,606		(29,429	)
Agency mortgage-backed securities/
collateralized mortgage obligations		66		382,356		(11,647	)		2,016		(1	)		384,372		(11,648	)
Non-agency collateralized mortgage obligations		7		3,363		(58	)		4,195		(219	)		7,558		(277	)
Corporate securities and other		11		1,854		(151	)		5,471		(1,094	)		7,325		(1,245	)
Total debt securities		992		882,287		(29,670	)		79,523		(12,932	)		961,810		(42,602	)
Marketable equity securities		2		50		(11	)		-		-			50		(11	)
Total		994	$	882,337	$	(29,681	)	$	79,523	$	(12,932	)	$	961,860	$	(42,613	)

The amortized cost and fair value of investment securities, by contractual maturity, at June 30, 2011 are shown below. Expected maturities will differ from contractual maturities because investment securities may be called or prepaid.

(dollars in thousands)	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Due in one year or less	$	27,731	$	27,801	$	4,148	$	4,182
Due after one through five years		42,039		44,010		-		-
Due after five through ten years		200,968		211,561

National Penn Bancshares (NPBC)

Annual Reports

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8-K

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