Edgar Filing: AUBURN NATIONAL BANCORPORATION, INC

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended June 30, 2012

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

For the transition period to

Commission File Number: 0-26486

Auburn National Bancorporation, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		63-0885779
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

100 N. Gay Street

Auburn, Alabama 36830

(334) 821-9200

(Address and telephone number of principal executive offices)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 ¨

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

Yes x No ¨

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


Large Accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨
(Do not check if a smaller reporting company)

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

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

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES


INDEX

PART I. FINANCIAL INFORMATION		PAGE

Item 1 Financial Statements

	Consolidated Balance Sheets (Unaudited) as of June 30, 2012 and December 31, 2011	3

	Consolidated Statements of Earnings (Unaudited) for the quarter and six months ended June 30, 2012 and 2011	4

	Consolidated Statements of Comprehensive Income (Unaudited) for the quarter and six months ended June 30, 2012 and 2011	5

	Consolidated Statements of Stockholders’ Equity (Unaudited) for the six months ended June 30, 2012 and 2011	6

	Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2012 and 2011	7

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		34

	Table 1 – Explanation of Non-GAAP Financial Measures	50

	Table 2 – Selected Quarterly Financial Data	51

	Table 3 – Selected Financial Data	52

	Table 4 – Average Balances and Net Interest Income Analysis – for the quarters ended June 30, 2012 and 2011	53

	Table 5 – Average Balances and Net Interest Income Analysis – for the six months ended June 30, 2012 and 2011	54

	Table 6 – Loan Portfolio Composition	55

	Table 7 – Allowance for Loan Losses and Nonperforming Assets	56

	Table 8 – Allocation of Allowance for Loan Losses	57

	Table 9 – CDs and Other Time Deposits of $100,000 or more	58

Item 3 Quantitative and Qualitative Disclosures About Market Risk		59

Item 4 Controls and Procedures		59

PART II. OTHER INFORMATION

Item 1 Legal Proceedings		59

Item 1A Risk Factors		59

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		59

Item 3 Defaults Upon Senior Securities		60

Item 4 Mine Safety Disclosures		60

Item 5 Other Information		60

Item 6 Exhibits		60

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)


(Dollars in thousands, except share data)	June 30, 2012			December 31, 2011

Assets:
Cash and due from banks	$	15,326		$	12,395
Federal funds sold		27,175			41,840
Interest bearing bank deposits		1,177			1,193

Cash and cash equivalents		43,678			55,428

Securities available-for-sale		277,246			299,582
Loans held for sale		6,816			3,346
Loans, net of unearned income		399,370			370,263
Allowance for loan losses		(6,503	)		(6,919	)

Loans, net		392,867			363,344

Premises and equipment, net		9,901			9,345
Bank-owned life insurance		16,843			16,631
Other real estate owned		5,157			7,898
Other assets		13,653			20,644


Total assets	$	766,161		$	776,218

Liabilities:
Deposits:
Noninterest-bearing	$	113,477		$	106,276
Interest-bearing		530,769			513,276

Total deposits		644,246			619,552
Federal funds purchased and securities sold under agreements to repurchase		2,785			2,805
Long-term debt		47,217			85,313
Accrued expenses and other liabilities		3,621			3,132

Total liabilities		697,869			710,802

Stockholders’ equity:
Preferred stock of $.01 par value; authorized 200,000 shares; no issued shares		—			—
Common stock of $.01 par value; authorized 8,500,000 shares; issued 3,957,135 shares		39			39
Additional paid-in capital		3,754			3,753
Retained earnings		66,045			64,045
Accumulated other comprehensive income, net		5,096			4,222
Less treasury stock, at cost - 314,292 shares and 314,397 shares at June 30, 2012 and December 31, 2011, respectively		(6,642	)		(6,643	)

Total stockholders’ equity		68,292			65,416


Total liabilities and stockholders’ equity	$	766,161		$	776,218

See accompanying notes to consolidated financial statements

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)


	Quarter ended June 30,						Six months ended June 30,

(In thousands, except share and per share data)	2012			2011			2012			2011

Interest income:
Loans, including fees	$	5,490		$	5,371		$	10,755		$	10,658
Securities		1,860			2,613			3,829			5,151
Federal funds sold and interest bearing bank deposits		7			14			21			23

Total interest income		7,357			7,998			14,605			15,832

Interest expense:
Deposits		1,605			2,092			3,330			4,262
Short-term borrowings		5			3			9			6
Long-term debt		435			846			953			1,693

Total interest expense		2,045			2,941			4,292			5,961

Net interest income		5,312			5,057			10,313			9,871
Provision for loan losses		600			600			1,200			1,200

Net interest income after provision for loan losses		4,712			4,457			9,113			8,671


Noninterest income:
Service charges on deposit accounts		279			290			570			581
Mortgage lending		785			384			1,454			768
Bank-owned life insurance		113			107			212			214
Gain on sale of affordable housing investments		—			—			3,268			—
Affordable housing investment losses		—			(230	)		—			(230	)
Other		386			355			744			708
Securities gains, net:
Realized gains, net		251			445			560			450
Total other-than-temporary impairments		—			(51	)		(130	)		(312	)
Non-credit portion of other-than-temporary impairments recognized in other comprehensive income		—			—			—			210

Total securities gains, net		251			394			430			348

Total noninterest income		1,814			1,300			6,678			2,389


Noninterest expense:
Salaries and benefits		2,205			2,013			4,348			3,943
Net occupancy and equipment		336			328			674			674
Professional fees		188			189			375			360
FDIC and other regulatory assessments		185			199			368			481
Other real estate owned, net		(6	)		718			63			701
Prepayment penalty on long-term debt		12			—			3,720			—
Other		1,128			861			2,042			1,743

Total noninterest expense		4,048			4,308			11,590			7,902

Earnings before income taxes		2,478			1,449			4,201			3,158
Income tax expense (benefit)		449			(8	)		707			152


Net earnings	$	2,029		$	1,457		$	3,494		$	3,006


Net earnings per share:
Basic and diluted	$	0.56		$	0.40		$	0.96		$	0.83


Weighted average shares outstanding:
Basic and diluted		3,642,826			3,642,738			3,642,782			3,642,733

See accompanying notes to consolidated financial statements

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)


	Quarter ended June 30,						Six months ended June 30,

(Dollars in thousands)	2012			2011			2012			2011

Net earnings	$	2,029		$	1,457		$	3,494		$	3,006

Other comprehensive income, net of tax:
Unrealized net holding loss on other-than-temporarily impaired securities due to factors other than credit		—			—			—			(133	)
Unrealized net holding gain on all other securities		1,195			2,820			1,145			3,535
Reclassification adjustment for net gain on securities recognized in net earnings		(158	)		(249	)		(271	)		(220	)

Other comprehensive income		1,037			2,571			874			3,182


Comprehensive income	$	3,066		$	4,028		$	4,368		$	6,188

See accompanying notes to consolidated financial statements

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Common Stock				Additional paid-in capital		Retained earnings			Accumulated other comprehensive (loss) income			Treasury stock			Total

(Dollars in thousands, except share data)	Shares		Amount

Balance, December 31, 2010		3,957,135	$	39	$	3,752	$	61,421		$	(2,201	)	$	(6,643	)	$	56,368
Net earnings		—		—		—		3,006			—			—			3,006
Other comprehensive income		—		—		—		—			3,182			—			3,182
Cash dividends paid ($0.40 per share)		—		—		—		(1,457	)		—			—			(1,457	)
Sale of treasury stock (20 shares)		—		—		1		—			—			—			1

Balance, June 30, 2011		3,957,135	$	39	$	3,753	$	62,970		$	981		$	(6,643	)	$	61,100


Balance, December 31, 2011		3,957,135	$	39	$	3,753	$	64,045		$	4,222		$	(6,643	)	$	65,416
Net earnings		—		—		—		3,494			—			—			3,494
Other comprehensive income		—		—		—		—			874			—			874
Cash dividends paid ($0.41 per share)		—		—		—		(1,494	)		—			—			(1,494	)
Sale of treasury stock (105 shares)		—		—		1		—			—			1			2

Balance, June 30, 2012		3,957,135	$	39	$	3,754	$	66,045		$	5,096		$	(6,642	)	$	68,292

See accompanying notes to consolidated financial statements

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)


	Six months ended June 30,

(In thousands)	2012			2011

Cash flows from operating activities:
Net earnings	$	3,494		$	3,006
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for loan losses		1,200			1,200
Depreciation and amortization		403			309
Premium amortization and discount accretion, net		1,590			1,074
Net gain on securities available for sale		(430	)		(348	)
Net gain on sale of loans held for sale		(1,416	)		(572	)
Net loss on other real estate owned		25			741
Loss on prepayment of long-term debt		3,720			—
Loans originated for sale		(64,433	)		(22,317	)
Proceeds from sale of loans		62,013			24,740
Increase in cash surrender value of bank owned life insurance		(212	)		(214	)
Gain on sale of affordable housing partnership investments		(3,268	)		—
Loss on affordable housing partnership investments		—			230
Net decrease in other assets		300			571
Net decrease in accrued expenses and other liabilities		(22	)		114

Net cash provided by operating activities		2,964			8,534


Cash flows from investing activities:
Proceeds from sales of securities available-for-sale		39,344			97,407
Proceeds from maturities of securities available-for-sale		68,088			44,834
Purchase of securities available-for-sale		(84,871	)		(119,147	)
Increase in loans, net		(31,046	)		(3,268	)
Net purchases of premises and equipment		(740	)		(295	)
Decrease in FHLB stock		1,607			423
Capital contributions to affordable housing limited partnerships		—			(3,919	)
Proceeds from sale of affordable housing limited partnerships		8,499			—
Proceeds from sale of other real estate owned		3,039			581

Net cash provided by investing activities		3,920			16,616


Cash flows from financing activities:
Net increase in noninterest-bearing deposits		7,201			9,228
Net increase in interest-bearing deposits		17,493			11,614
Net decrease in federal funds purchased and securities sold under agreements to repurchase		(20	)		(371	)
Repayments or retirement of long-term debt		(41,816	)		(8,009	)
Proceeds from sale of treasury stock		2			1
Dividends paid		(1,494	)		(1,457	)

Net cash (used in) provided by financing activities		(18,634	)		11,006


Net change in cash and cash equivalents		(11,750	)		36,156
Cash and cash equivalents at beginning of period		55,428			21,424

Cash and cash equivalents at end of period	$	43,678		$	57,580



Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	4,507		$	6,108
Income taxes		667			332
Supplemental disclosure of non-cash transactions:
Real estate acquired through foreclosure		323			2,558

See accompanying notes to consolidated financial statements

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Auburn National Bancorporation, Inc. (the “Company”) provides a full range of banking services to individual and corporate customers in Lee County, Alabama and surrounding counties through its wholly owned subsidiary, AuburnBank (the “Bank”). The Company does not have any segments other than banking that are considered material.

Basis of Presentation and Use of Estimates

The unaudited condensed consolidated financial statements in this report have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. The unaudited condensed consolidated financial statements include, in the opinion of management, all adjustments necessary to present a fair statement of the financial position and the results of operations for all periods presented. All such adjustments are of a normal recurring nature. The results of operations in the interim statements are not necessarily indicative of the results of operations that the Company and its subsidiaries may achieve for future interim periods or the entire year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2011.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include other-than-temporary impairment on investment securities, the determination of the allowance for loan losses, fair value of financial instruments, and the valuation of deferred tax assets and other real estate owned.

Reclassifications

Certain amounts reported in prior periods have been reclassified to conform to the current-period presentation. These reclassifications had no effect on the Company’s previously reported net earnings or total stockholders’ equity.

Subsequent Events

The Company has evaluated the effects of events or transactions through the date of this filing that have occurred subsequent to June 30, 2012. The Company does not believe there are any material subsequent events that would require further recognition or disclosure.

Accounting Developments

In the first quarter of 2012, the Company adopted new guidance related to the following Codification topics:

•

ASU 2011-03, Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements;

•

ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure;

•

ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income; and

•

ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting; and Standards Update No. 2011-05.

Information about these pronouncements are described in more detail below.

ASU 2011-03, Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements, removes from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed-upon terms, even if the transferee were to default. The requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement assets is also eliminated. The amendments in this ASU were effective for interim and annual periods beginning after December 31, 2011, with prospective application to transactions or modifications of existing transactions that occur on or after the effective date. Adoption of this ASU did not have a significant impact on the financial statements of the Company.

ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, outlines the collaborative effort of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (“IASB”) to consistently define fair value and to come up with a set of consistent disclosures for fair value. The ASU changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. This Update was effective for the Company in the first quarter of 2012 and will be applied prospectively. Adoption of the ASU required expanded disclosure of the Company’s fair value disclosures. See Note 8, Fair Value.

ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income, amends existing standards allowing either a single continuous statement of comprehensive income or two separate but consecutive statements. An entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income in both options. This Update also requires companies to present amounts reclassified out of other comprehensive income and into net income on the face of the statement of income. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers indefinitely the requirement to present reclassification adjustments on the statement of income. The remaining provisions were effective for the Company in the first quarter of 2012 with retrospective application. Adoption of the ASU required the Company to add a statement of comprehensive income. See Consolidated Statements of Comprehensive Income.

NOTE 2: BASIC AND DILUTED EARNINGS PER SHARE

Basic net earnings per share is computed by dividing net earnings by the weighted average common shares outstanding for the quarters ended June 30, 2012 and 2011, respectively. Diluted net earnings per share reflect the potential dilution that could occur upon exercise of securities or other rights for, or convertible into, shares of the Company’s common stock. At June 30, 2012 and 2011, respectively, the Company had no such securities or rights issued or outstanding, and therefore, no dilutive effect to consider for the diluted earnings per share calculation.

A reconciliation of the numerator and denominator of the basic and diluted earnings per share computation for the quarter and six months ended June 30, 2012 and 2011 is presented below.


	Quarter ended June 30,				Six months ended June 30,

(In thousands, except share and per share data)	2012		2011		2012		2011

Basic and diluted:
Net earnings	$	2,029	$	1,457	$	3,494	$	3,006
Weighted average common shares outstanding		3,642,826		3,642,738		3,642,782		3,642,733

Earnings per share	$	0.56	$	0.40	$	0.96	$	0.83

NOTE 3: VARIABLE INTEREST ENTITIES

The Company is involved in various entities that are considered to be variable interest entities (“VIEs”), as defined by authoritative accounting literature. Generally, a VIE is a corporation, partnership, trust or other legal structure that does not have equity investors with substantive or proportional voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities.

At June 30, 2012, the Company did not have any consolidated VIEs to disclose but did have certain nonconsolidated VIEs, discussed below.

Trust Preferred Securities

The Company owns the common stock of a subsidiary business trust, Auburn National Bancorporation Capital Trust I, which issued mandatorily redeemable preferred capital securities (“trust preferred securities”) in the aggregate of approximately $7.0 million at the time of issuance. This trust meets the definition of a VIE of which the Company is not the primary beneficiary; the trust’s only assets are junior subordinated debentures issued by the Company, which were acquired by the trust using the proceeds from the issuance of the trust preferred securities and common stock. The junior subordinated debentures of approximately $7.2 million are included in long-term debt and the Company’s equity interest in the business trust is included in other assets. Interest expense on the junior subordinated debentures is included in interest expense on long-term debt. For regulatory reporting and capital adequacy purposes, the Federal Reserve Board has proposed, as part of its Basel III capital rules, to phase out trust preferred securities as Tier 1 Capital over 10 years for institutions with total assets under $15 billion.

The following table summarizes VIEs that are not consolidated by the Company as of June 30, 2012.

(Dollars in thousands)

Maximum
Loss Exposure

Liability
Recognized

Classification

Type:

Trust preferred issuances

N/A

$ 7,217

Long-term debt

NOTE 4: SECURITIES

At June 30, 2012 and December 31, 2011, respectively, all securities within the scope of ASC 320, Investments – Debt and Equity Securities were classified as available-for-sale. The fair value and amortized cost for securities available-for-sale by contractual maturity at June 30, 2012 and December 31, 2011, respectively, are presented below.


	June 30, 2012

(Dollars in thousands)	1 year or less		1 to 5 years		5 to 10 years		After 10 years		Fair Value		Gross Unrealized				Amortized Cost

											Gains		Losses

Available-for-sale:
Agency obligations (a)	$	—		—		10,101		30,135		40,236		280		3	$	39,959
Agency RMBS (a)		—		—		5,238		147,430		152,668		3,057		81		149,692
State and political subdivisions		113		2,187		19,186		62,226		83,712		4,916		31		78,827
Trust preferred securities:
Individual issuers		—		—		—		630		630		81		144		693

Total available-for-sale	$	113		2,187		34,525		240,421		277,246		8,334		259	$	269,171

(a) Includes securities issued by U.S. government agencies or government sponsored entities.

	December 31, 2011

(Dollars in thousands)	1 year or less		1 to 5 years		5 to 10 years		After 10 years		Fair Value		Gross Unrealized				Amortized Cost

											Gains		Losses

Available-for-sale:
Agency obligations (a)	$	—		—		5,013		46,072		51,085		182		1	$	50,904
Agency RMBS (a)		—		—		14,935		149,863		164,798		2,534		129		162,393
State and political subdivisions		—		414		17,761		63,538		81,713		4,339		48		77,422
Trust preferred securities:
Pooled		—		—		—		100		100		—		130		230
Individual issuers		—		—		—		1,886		1,886		186		243		1,943

Total available-for-sale	$	—		414		37,709		261,459		299,582		7,241		551	$	292,892

(a) Includes securities issued by U.S. government agencies or government sponsored entities.

Securities with aggregate fair values of $144.5 million and $161.5 million at June 30, 2012 and December 31, 2011, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase, Federal Home Loan Bank (“FHLB”) advances, and for other purposes required or permitted by law.

Included in other assets are cost-method investments. The carrying amounts of cost-method investments were $3.4 million and $5.0 million at June 30, 2012 and December 31, 2011, respectively. Cost-method investments primarily include non-marketable equity investments, such as FHLB of Atlanta stock and Federal Reserve Bank (“FRB”) stock.

Gross Unrealized Losses and Fair Value

The fair values and gross unrealized losses on securities at June 30, 2012 and December 31, 2011, respectively, segregated by those securities that have been in an unrealized loss position for less than 12 months and 12 months or longer, are presented below.


	Less than 12 Months				12 Months or Longer				Total

(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

June 30, 2012:
Agency obligations	$	9,997		3		—		—	$	9,997		3
Agency RMBS		18,877		81		—		—		18,877		81
State and political subdivisions		2,607		31		—		—		2,607		31
Trust preferred securities:
Individual issuer		—		—		356		144		356		144

Total	$	31,481		115		356		144	$	31,837		259


December 31, 2011:
Agency obligations	$	5,000		1		—		—	$	5,000		1
Agency RMBS		17,020		129		—		—		17,020		129
State and political subdivisions		1,686		11		718		37		2,404		48
Trust preferred securities:
Pooled		—		—		100		130		100		130
Individual issuer		—		—		757		243		757		243

Total	$	23,706		141		1,575		410	$	25,281		551

The applicable date for determining when securities are in an unrealized loss position is June 30, 2012. As such, it is possible that a security in an unrealized loss position at June 30, 2012 had a market value that exceeded its amortized cost on other days during the past twelve-month period.

For the securities in the previous table, the Company does not have the intent to sell and has determined it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, which may be maturity. The Company assesses each security for credit impairment. For debt securities, the Company evaluates, where necessary, whether credit impairment exists by comparing the present value of the expected cash flows to the securities’ amortized cost basis. For cost-method investments, the Company evaluates whether an event or change in circumstances has occurred during the reporting period that may have a significant adverse effect on the fair value of the investment.

In determining whether a loss is temporary, the Company considers all relevant information including:

•

the length of time and the extent to which the fair value has been less than the amortized cost basis;

•

adverse conditions specifically related to the security, an industry, or a geographic area (for example, changes in the financial condition of the issuer of the security, or in the case of an asset-backed debt security, in the financial condition of the underlying loan obligors, including changes in technology or the discontinuance of a segment of the business that may affect the future earnings potential of the issuer or underlying loan obligors of the security or changes in the quality of the credit enhancement);

•

the historical and implied volatility of the fair value of the security;

•

the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future;

•

failure of the issuer of the security to make scheduled interest or principal payments;

•

any changes to the rating of the security by a rating agency; and

•

recoveries or additional declines in fair value subsequent to the balance sheet date.

Agency obligations

The unrealized losses associated with agency obligations were primarily driven by changes in interest rates and not due to the credit quality of the securities. These securities were issued by U.S. government agencies or government-sponsored entities and did not have any credit losses given the explicit government guarantee or other government support.

Agency residential mortgage-backed securities (“RMBS”)

The unrealized losses associated with agency RMBS were primarily driven by changes in interest rates and not due to the credit quality of the securities. These securities were issued by U.S. government agencies or government-sponsored entities and did not have any credit losses given the explicit government guarantee or other government support.

Securities of U.S. states and political subdivisions

The unrealized losses associated with securities of U.S. states and political subdivisions were primarily driven by changes in interest rates and were not due to the credit quality of the securities. These securities will continue to be monitored as part of the Company’s quarterly impairment analysis, but are expected to perform even if the rating agencies reduce the credit rating of the bond insurers. As a result, the Company expects to recover the entire amortized cost basis of these securities.

Individual issuer’s trust preferred securities

The unrealized losses associated with individual issuer trust preferred securities were related to securities issued on behalf of individual community bank holding companies. For individual issuers, management evaluates the financial performance of the individual community bank holding companies on a quarterly basis to determine if it is probable that such issuer can make all contractual principal and interest payments. Based upon its evaluation, the Company expects to recover the remaining amortized cost basis of these securities.

Cost-method investments

At June 30, 2012, cost-method investments with an aggregate cost of $3.4 million were not evaluated for impairment because the Company did not identify any events or changes in circumstances that may have a significant adverse effect on the fair value of these cost-method investments.

The carrying values of the Company’s investment securities could decline in the future if the financial condition of individual issuers of trust preferred securities, or the credit quality of other securities deteriorate and the Company determines it is probable that it will not recover the entire amortized cost basis for the security. As a result, there is a risk that significant other-than-temporary impairment charges may occur in the future.

The following tables show the applicable credit ratings, fair values, gross unrealized losses, and life-to-date impairment charges for trust preferred securities at June 30, 2012 and December 31, 2011, respectively, segregated by those securities that have been in an unrealized loss position for less than 12 months and 12 months or longer.

Trust Preferred Securities as of June 30, 2012


(Dollars in thousands)					Fair Value		Unrealized Losses						Life-to-date Impairment Charges

	Credit Rating						Less than 12 months		12 months or Longer		Total

	Moody’s		Fitch

Individual issuers (a):
Carolina Financial Capital Trust I		n/a		n/a	$	274		—		—		—		257
TCB Trust		n/a		n/a		356		—		144		144		—

Total trust preferred securities					$	630		—		144		144		257

n/a—not applicable, securities not rated.

(a) 144A Floating Rate Capital Securities. Issuers are individual community bank holding companies.

Trust Preferred Securities as of December 31, 2011


(Dollars in thousands)			Fair Value		Unrealized Losses					Life-to-date Impairment Charges

	Credit Rating				Less than 12 months	12 months or Longer		Total

	Moody’s	Fitch

Pooled:
ALESCO Preferred Funding XVII Ltd (a)	C	CC	$	100	—		130		130		1,770
Individual issuers (b):
Carolina Financial Capital Trust I	n/a	n/a		193	—		—		—		257
Main Street Bank Statutory Trust I (c)	n/a	n/a		389	—		111		111		—
MNB Capital Trust I	n/a	n/a		55	—		—		—		445
PrimeSouth Capital Trust I	n/a	n/a		75	—		—		—		425
TCB Trust	n/a	n/a		368	—		132		132		—
United Community Capital Trust	n/a	n/a		806	—		—		—		379

Total individual issuer				1,886	—		243		243		1,506

Total trust preferred securities			$	1,986	—		373		373		3,276

n/a—not applicable securities not rated.

(a)	Class B Deferrable Third Priority Secured Floating Rate Notes. The underlying collateral is primarily composed of trust preferred securities issued by community banks and thrifts.

(b)	144A Floating Rate Capital Securities. Issuers are individual community bank holding companies.

(c)	Now an obligation of BB&T Corporation.

Other-Than-Temporarily Impaired Securities

The following table presents a roll-forward of the credit loss component of the amortized cost of debt securities that the Company has written down for other-than-temporary impairment and the credit component of the loss is recognized in earnings (referred to as “credit-impaired” debt securities). Other-than-temporary impairments recognized in earnings for the quarters and six months ended June 30, 2012 and 2011, for credit-impaired debt securities are presented as additions in two components based upon whether the current period is the first time the debt security was credit-impaired (initial credit impairment) or is not the first time the debt security was credit-impaired (subsequent credit impairments). The credit loss component is reduced if the Company sells, intends to sell, or believes it will be required to sell previously credit-impaired debt securities. Additionally, the credit loss component is reduced if the Company receives cash flows in excess of what it expected to receive over the remaining life of the credit-impaired debt security, the security matures or the security is fully written-down and deemed worthless. Changes in the credit loss component of credit-impaired debt securities were:


	Quarter ended June 30,				Six months ended June 30,

(Dollars in thousands)	2012		2011		2012		2011

Balance, beginning of period	$	1,257	$	2,989	$	3,276	$	2,938
Additions:
Subsequent credit impairments		—		51		130		102
Reductions:
Securities sold		—		—		2,149		—
Due to change in intent or requirement to sell		—		—		—		—
Securities fully written down and deemed worthless		—		—		—		—
Increases in expected cash flows		—		—		—		—

Balance, end of period	$	1,257	$	3,040	$	1,257	$	3,040

Other-Than-Temporary Impairment

The following table presents details of the other-than-temporary impairment related to securities, including equity securities carried at cost, for the quarters and six months ended June 30, 2012 and 2011.


	Quarter ended June 30,				Six months ended June 30,
(Dollars in thousands)	2012		2011		2012		2011

Other-than-temporary impairment charges (included in earnings):
Debt securities:
Individual issuer trust preferred securities	$	—	$	51	$	130	$	102

Total debt securities		—		51		130		102

Total other-than-temporary impairment charges	$	—	$	51	$	130	$	102


Other-than-temporary impairment on debt securities:
Recorded as part of gross realized losses:
Credit-related	$	—		51	$	130	$	102
Securities with intent to sell		—		—		—		—
Recorded directly to other comprehensive income for non-credit related impairment		—		—		—		210

Total other-than-temporary impairment on debt securities	$	—	$	51	$	130	$	312

Realized Gains and Losses

The following table presents the gross realized gains and losses on sales and other-than-temporary impairment charges related to securities, including cost-method investments.


	Quarter ended June 30,					Six months ended June 30,
(Dollars in thousands)	2012		2011			2012			2011

Gross realized gains	$	251	$	877		$	724		$	905
Gross realized losses		—		(432	)		(164	)		(455	)
Other-than-temporary impairment charges		—		(51	)		(130	)		(102	)

Realized gains, net	$	251	$	394		$	430		$	348

NOTE 5: LOANS AND ALLOWANCE FOR LOAN LOSSES


(In thousands)	June 30, 2012			December 31, 2011

Commercial and industrial	$	59,418		$	54,988
Construction and land development		38,968			39,814
Commercial real estate:
Owner occupied		72,723			70,202
Other		113,123			92,233

Total commercial real estate		185,846			162,435
Residential real estate:
Consumer mortgage		58,092			57,958
Investment property		46,135			43,767

Total residential real estate		104,227			101,725
Consumer installment		11,133			11,454

Total loans		399,592			370,416
Less: unearned income		(222	)		(153	)

Loans, net of unearned income	$	399,370		$	370,263

Loans secured by real estate were approximately 82.3% of the total loan portfolio at June 30, 2012. Due to declines in economic indicators and real estate values, loans secured by real estate may have a greater risk of non-collection than other loans. At June 30, 2012, the Company’s geographic loan distribution was concentrated primarily in Lee County, Alabama and surrounding areas.

In accordance with ASC 310, a portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for loan losses. As part of the Company’s quarterly assessment of the allowance, the loan portfolio is disaggregated into the following portfolio segments: commercial and industrial, construction and land development, commercial real estate, residential real estate and consumer installment. Where appropriate, the Company’s loan portfolio segments are further disaggregated into classes. A class is generally determined based on the initial measurement attribute, risk characteristics of the loan, and an entity’s method for monitoring and determining credit risk.

The following describe the risk characteristics relevant to each of the portfolio segments and classes.

Commercial and industrial (“C&I”) — includes loans to finance business operations, equipment purchases, or other needs for small and medium-sized commercial customers. Also included in this category are loans to finance agricultural production. Generally the primary source of repayment is the cash flow from business operations and activities of the borrower.

Construction and land development (“C&D”) — includes both loans and credit lines for the purpose of purchasing, carrying and developing land into commercial developments or residential subdivisions. Also included are loans and lines for construction of residential, multi-family and commercial buildings. Generally the primary source of repayment is dependent upon the sale or refinance of the real estate collateral.

Commercial real estate (“CRE”) — includes loans disaggregated into two classes: (1) owner occupied and (2) other.

•

Owner occupied – includes loans secured by business facilities to finance business operations, equipment and owner-occupied facilities primarily for small and medium-sized commercial customers. Generally the primary source of repayment is the cash flow from business operations and activities of the borrower, who owns the property.

•

Other – primarily includes loans to finance income-producing commercial and multi-family properties that are not owner occupied. Loans in this class include loans for neighborhood retail centers, hotels, medical and professional offices, single retail stores, industrial buildings, warehouses and apartments leased generally to local businesses and residents. Generally the primary source of repayment is dependent upon income generated from the real estate collateral. The underwriting of these loans takes into consideration the occupancy and rental rates, as well as the financial health of the borrower.

Residential real estate (“RRE”) — includes loans disaggregated into two classes: (1) consumer mortgage and (2) investment property.

•

Consumer mortgage – primarily includes first or second lien mortgages and home equity lines of credit to consumers that are secured by a primary residence or second home. These loans are underwritten in accordance with the Bank’s general loan policies and procedures which require, among other things, proper documentation of each borrower’s financial condition, satisfactory credit history and property value.

•

Investment property – primarily includes loans to finance income-producing 1-4 family residential properties. Generally the primary source of repayment is dependent upon income generated from leasing the property securing the loan. The underwriting of these loans takes into consideration the rental rates and property value, as well as the financial health of the borrower.

Consumer installment — includes loans to individuals both secured by personal property and unsecured. Loans include personal lines of credit, automobile loans, and other retail loans. These loans are underwritten in accordance with the Bank’s general loan policies and procedures which require, among other things, proper documentation of each borrower’s financial condition, satisfactory credit history, and if applicable, property value.

The following is a summary of current, accruing past due and nonaccrual loans by portfolio segment and class as of June 30, 2012, and December 31, 2011.


(In thousands)	Current		Accruing 30-89 Days Past Due		Accruing Greater than 90 days		Total Accruing Loans		Non- Accrual		Total Loans


June 30, 2012:
Commercial and industrial	$	59,000		321		—		59,321		97	$	59,418
Construction and land development		34,840		270		—		35,110		3,858		38,968
Commercial real estate:
Owner occupied		71,060		—		—		71,060		1,663		72,723
Other		112,581		92		—		112,673		450		113,123

Total commercial real estate		183,641		92		—		183,733		2,113		185,846
Residential real estate:
Consumer mortgage		56,775		309		—		57,084		1,008		58,092
Investment property		44,284		699		—		44,983		1,152		46,135

Total residential real estate		101,059		1,008		—		102,067		2,160		104,227
Consumer installment		11,068		59		6		11,133		—		11,133

Total	$	389,608		1,750		6		391,364		8,228	$	399,592


December 31, 2011:
Commercial and industrial	$	53,721		1,191		—		54,912		76	$	54,988
Construction and land development		34,402		317		—		34,719		5,095		39,814
Commercial real estate:
Owner occupied		68,551		—		—		68,551		1,651		70,202
Other		90,427		—		—		90,427		1,806		92,233

Total commercial real estate		158,978		—		—		158,978		3,457		162,435
Residential real estate:
Consumer mortgage		56,610		400		—		57,010		948		57,958
Investment property		42,144		845		—		42,989		778		43,767

Total residential real estate		98,754		1,245		—		99,999		1,726		101,725
Consumer installment		11,397		57		—		11,454		—		11,454

Total	$	357,252		2,810		—		360,062		10,354	$	370,416

Allowance for Loan Losses

The Company assesses the adequacy of its allowance for loan losses prior to the end of each calendar quarter. The level of the allowance is based upon management’s evaluation of the loan portfolio, past loan loss experience, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect a borrower’s ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan loss rates and other pertinent factors, including regulatory recommendations. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Loan losses are charged off when management believes that the full collectability of the loan is unlikely. A loan may be partially charged-off after a “confirming event” has occurred which serves to validate that full repayment pursuant to the terms of the loan is unlikely.

The Company deems loans impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collection of all amounts due according to the contractual terms means that both the interest and principal payments of a loan will be collected as scheduled in the loan agreement.

An impairment allowance is recognized if the fair value of the loan is less than the recorded investment in the loan. The impairment is recognized through the allowance. Loans that are impaired are recorded at the present value of expected future cash flows discounted at the loan’s effective interest rate, or if the loan is collateral dependent, impairment measurement is based on the fair value of the collateral, less estimated disposal costs.

The level of allowance maintained is believed by management to be adequate to absorb probable losses inherent in the portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off.

In assessing the adequacy of the allowance, the Company also considers the results of its ongoing independent loan review process. The Company’s loan review process assists in determining whether there are loans in the portfolio whose credit quality has weakened over time and evaluating the risk characteristics of the entire loan portfolio. The Company’s loan review process includes the judgment of management, the input from our independent loan reviewers, and reviews that may have been conducted by bank regulatory agencies as part of their examination process. The Company incorporates loan review results in the determination of whether or not it is probable that it will be able to collect all amounts due according to the contractual terms of a loan.

As part of the Company’s quarterly assessment of the allowance, management divides the loan portfolio into five segments: commercial and industrial, construction and land development, commercial real estate, residential real estate, and consumer installment loans. The Company analyzes each segment and estimates an allowance allocation for each loan segment.

The allocation of the allowance for loan losses begins with a process of estimating the probable losses inherent for these types of loans. The estimates for these loans are established by category and based on the Company’s internal system of credit risk ratings and historical loss data. The estimated loan loss allocation rate for the Company’s internal system of credit risk grades is based on its experience with similarly graded loans. For loan segments where the Company believes it does not have sufficient historical loss data, the Company may make adjustments based, in part, on loss rates of peer bank groups. At June 30, 2012 and December 31, 2011, and for the periods then ended, the Company adjusted its historical loss rates for one segment, the commercial real estate portfolio segment, based in part, on loss rates of peer bank groups.

The estimated loan loss allocation for all five loan portfolio segments is then adjusted for management’s estimate of probable losses for several “qualitative and environmental” factors. The allocation for qualitative and environmental factors is particularly subjective and does not lend itself to exact mathematical calculation. This amount represents estimated probable inherent credit losses which exist, but have not yet been identified, as of the balance sheet date, and are based upon quarterly trend assessments in delinquent and nonaccrual loans, credit concentration changes, prevailing economic conditions, changes in lending personnel experience, changes in lending policies or procedures and other influencing factors. These qualitative and environmental factors are considered for each of the five loan segments and the allowance allocation, as determined by the processes noted above, is increased or decreased based on the incremental assessment of these factors.

The Company periodically re-evaluates its practices in determining the allowance for loan losses. During the fourth quarter of 2011, the Company’s management decided to eliminate a previously unallocated component of the allowance. As a result, the Company had no unallocated amount included in the allowance at June 30, 2012.

The following table details the changes in the allowance for loan losses by portfolio segment for the respective periods.


	June 30, 2012


(In thousands)	Commercial and industrial			Construction and land development			Commercial real estate			Residential real estate			Consumer installment						Total

Quarter ended:
Beginning balance	$	845			1,439			3,816			1,332			64					$	7,496
Charge-offs		(95	)		(231	)		(1,218	)		(78	)		(26	)					(1,648	)
Recoveries		5			1			—			45			4						55

Net charge-offs		(90	)		(230	)		(1,218	)		(33	)		(22	)					(1,593	)
Provision		(24	)		414			219			(21	)		12						600

Ending balance	$	731			1,623			2,817			1,278			54					$	6,503

Six months ended:
Beginning balance	$	948			1,470			3,009			1,363			129					$	6,919
Charge-offs		(95	)		(231	)		(1,218	)		(111	)		(32	)					(1,687	)
Recoveries		8			1			—			51			11						71

Net charge-offs		(87	)		(230	)		(1,218	)		(60	)		(21	)					(1,616	)
Provision		(130	)		383			1,026			(25	)		(54	)					1,200

Ending balance	$	731			1,623			2,817			1,278			54					$	6,503


	June 30, 2011


(In thousands)	Commercial and industrial			Construction and land development			Commercial real estate			Residential real estate			Consumer installment			Unallocated			Total

Quarter ended:
Beginning balance	$	1,142			2,257			2,697			1,284			202			273		$	7,855
Charge-offs		(306	)		(112	)		—			(389	)		(2	)		—		$	(809	)
Recoveries		12			—			—			86			2			—		$	100

Net charge-offs		(294	)		(112	)		—			(303	)		—			—			(709	)
Provision		(81	)		614			25			123			(12	)		(69	)	$	600

Ending balance	$	767			2,759			2,722			1,104			190			204		$	7,746

Six months ended:
Beginning balance	$	972			2,223			2,893			1,336			141			111		$	7,676
Charge-offs		(362	)		(145	)		(339	)		(446	)		(3	)		—			(1,295	)
Recoveries		23			1			—			135			6			—			165

Net (charge-offs) recoveries		(339	)		(144	)		(339	)		(311	)		3			—			(1,130	)
Provision		134			680			168			79			46			93			1,200

Ending balance	$	767			2,759			2,722			1,104			190			204		$	7,746

The following table presents an analysis of the allowance for loan losses and recorded investment in loans by portfolio segment and impairment methodology as of June 30, 2012 and 2011.


	Collectively evaluated (1)				Individually evaluated (2)				Total


(In thousands)	Allowance for loan losses		Recorded investment in loans		Allowance for loan losses		Recorded investment in loans		Allowance for loan losses		Recorded investment in loans

June 30, 2012:
Commercial and industrial	$	731		59,223		—		195		731		59,418
Construction and land development		1,257		35,110		366		3,858		1,623		38,968
Commercial real estate		2,666		182,817		151		3,029		2,817		185,846
Residential real estate		953		102,678		325		1,549		1,278		104,227
Consumer installment		54		11,133		—		—		54		11,133

Total	$	5,661		390,961		842		8,631		6,503		399,592


June 30, 2011:
Commercial and industrial	$	767		51,794		—		233		767		52,027
Construction and land development		2,477		41,020		282		2,844		2,759		43,864
Commercial real estate		2,337		161,953		385		4,319		2,722		166,272
Residential real estate		1,010		99,547		94		949		1,104		100,496
Consumer installment		190		11,248		—		—		190		11,248
Unallocated		204		—		—		—		204		—

Total	$	6,985		365,562		761		8,345		7,746		373,907

(1)	Represents loans collectively evaluated for impairment in accordance with ASC 450-20, Loss Contingencies (formerly FAS 5), and pursuant to amendments by ASU 2010-20 regarding allowance for unimpaired loans.

(2)	Represents loans individually evaluated for impairment in accordance with ASC 310-30, Receivables (formerly FAS 114), and pursuant to amendments by ASU 2010-20 regarding allowance for impaired loans.

Credit Quality Indicators

The credit quality of the loan portfolio is summarized no less frequently than quarterly using categories similar to the standard asset classification system used by the federal banking agencies. The following table presents credit quality indicators for the loan portfolio segments and classes. These categories are utilized to develop the associated allowance for loan losses using historical losses adjusted for current economic conditions and are defined as follows:

•

Pass – loans which are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral.

•

Special Mention – loans with potential weakness that may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification.

•

Substandard Accruing – loans that exhibit a well-defined weakness which presently jeopardizes debt repayment, even though they are currently performing. These loans are characterized by the distinct possibility that the Company may incur a loss in the future if these weaknesses are not corrected;

•

Nonaccrual – includes loans where management has determined that full payment of principal and interest is in doubt.


	June 30, 2012

(In thousands)	Pass		Special Mention		Substandard Accruing		Nonaccrual		Total loans

Commercial and industrial	$	58,363		413		545		97	$	59,418
Construction and land development		33,634		532		944		3,858		38,968
Commercial real estate:
Owner occupied		64,879		5,265		916		1,663		72,723
Other		103,947		613		8,113		450		113,123

Total commercial real estate		168,826		5,878		9,029		2,113		185,846
Residential real estate:
Consumer mortgage		50,698		1,541		4,845		1,008		58,092
Investment property		40,966		1,435		2,582		1,152		46,135

Total residential real estate		91,664		2,976		7,427		2,160		104,227
Consumer installment		10,791		209		133		—		11,133

Total	$	363,278		10,008		18,078		8,228	$	399,592


	December 31, 2011

(In thousands)	Pass		Special Mention		Substandard Accruing		Nonaccrual		Total loans

Commercial and industrial	$	52,834		1,359		719		76	$	54,988
Construction and land development		33,373		266		1,080		5,095		39,814
Commercial real estate:
Owner occupied		62,543		4,951		1,057		1,651		70,202
Other		81,584		622		8,221		1,806		92,233

Total commercial real estate		144,127		5,573		9,278		3,457		162,435
Residential real estate:
Consumer mortgage		50,156		1,575		5,279		948		57,958
Investment property		38,732		2,225		2,032		778		43,767

Total residential real estate		88,888		3,800		7,311		1,726		101,725
Consumer installment		11,078		248		128		—		11,454

Total	$	330,300		11,246		18,516		10,354	$	370,416

Impaired loans

The following tables present details related to the Company’s impaired loans. Loans which have been fully charged-off do not appear in the following table. The related allowance generally represents the following components which correspond to impaired loans:

•

Individually evaluated impaired loans equal to or greater than $500,000 secured by real estate (nonaccrual construction and land development, commercial real estate, and residential real estate loans).

•

Individually evaluated impaired loans equal to or greater than $250,000 not secured by real estate (nonaccrual commercial and industrial and consumer installment loans).

The following tables set forth certain information regarding the Company’s impaired loans that were individually evaluated for impairment at June 30, 2012 and December 31, 2011.


	June 30, 2012

(In thousands)	Unpaid principal balance (1)		Charge-offs and payments applied (2)			Recorded investment (3)		Related allowance

With no allowance recorded:
Commercial and industrial	$	195		—			195
Construction and land development		2,879		(1,601	)		1,278
Commercial real estate:
Owner occupied		1,919		(256	)		1,663
Other		511		(61	)		450

Total commercial real estate		2,430		(317	)		2,113
Residential real estate:
Consumer mortgages		—		—			—
Investment property		—		—			—

Total residential real estate		—		—			—
Consumer installment		—		—			—

Total	$	5,504		(1,918	)		3,586

With allowance recorded:
Commercial and industrial	$	—		—			—	$	—
Construction and land development		2,817		(237	)		2,580		366
Commercial real estate:
Owner occupied		916		—			916		151
Other		—		—			—		-

Total commercial real estate		916		—			916		151
Residential real estate:
Consumer mortgages		980		(125	)		855		50
Investment property		714		(20	)		694		275

Total residential real estate		1,694		(145	)		1,549		325
Consumer installment		—		—			—		—

Total	$	5,427		(382	)		5,045	$	842

Total impaired loans	$	10,931		(2,300	)		8,631	$	842

(1)	Unpaid principal balance represents the contractual obligation due from the customer.

(2)	Charge-offs and payments applied represents cumulative charge-offs taken, as well as interest payments that have been applied against the outstanding principal balance subsequent to the loans being placed on nonaccrual status.

(3)	Recorded investment represents the unpaid principal balance less charge-offs and payments applied; it is shown before any related allowance for loan losses.


	December 31, 2011

(In thousands)	Unpaid principal balance (1)		Charge-offs and payments applied (2)			Recorded investment (3)		Related allowance

With no allowance recorded:
Commercial and industrial	$	216		—			216
Construction and land development		3,958		(1,572	)		2,386
Commercial real estate:
Owner occupied		361		(11	)		350
Other		655		(50	)		605

Total commercial real estate		1,016		(61	)		955
Residential real estate:
Consumer mortgages		—		—			—
Investment property		—		—			—

Total residential real estate		—		—			—
Consumer installment		—		—			—

Total	$	5,190		(1,633	)		3,557

With allowance recorded:
Commercial and industrial	$	—		—			—	$	—
Construction and land development		2,882		(173	)		2,709		147
Commercial real estate:
Owner occupied		2,255		(29	)		2,226		544
Other		1,242		(41	)		1,201		264

Total commercial real estate		3,497		(70	)		3,427		808
Residential real estate:
Consumer mortgages		1,707		(797	)		910		103
Investment property		390		(7	)		383		163

Total residential real estate		2,097		(804	)		1,293		266
Consumer installment		—		—			—		—

Total	$	8,476		(1,047	)		7,429	$	1,221

Total impaired loans	$	13,666		(2,680	)		10,986	$	1,221

(1)	Unpaid principal balance represents the contractual obligation due from the customer.

(2)	Charge-offs and payments applied represents cumulative charge-offs taken, as well as interest payments that have been applied against the outstanding principal balance subsequent to the loans being placed on nonaccrual status.

(3)	Recorded investment represents the unpaid principal balance less charge-offs and payments applied; it is shown before any related allowance for loan losses.

The following table provides the average recorded investment in impaired loans and the amount of interest income recognized on impaired loans after impairment by portfolio segment and class during the respective periods.


	Quarter ended June 30, 2012				Six months ended June 30, 2012
(In thousands)	Average recorded investment		Total interest income recognized		Average recorded investment		Total interest income recognized

Impaired loans:
Commercial and industrial	$	197		4		205		8
Construction and land development		4,185		—		4,595		—
Commercial real estate:						—		—
Owner occupied		2,561		18		2,566		35
Other		1,245		—		1,500		—

Total commercial real estate		3,806		18		4,066		35
Residential real estate:
Consumer mortgages		863		—		881		—
Investment property		695		—		562		—

Total residential real estate		1,558		—		1,443		—
Consumer installment		—		—		—		—

Total	$	9,746		22		10,309		43


	Quarter ended June 30, 2011				Six months ended June 30, 2011
(In thousands)	Average recorded investment		Total interest income recognized		Average recorded investment		Total interest income recognized

Impaired loans:
Commercial and industrial	$	237		—		395		2
Construction and land development		3,790		—		3,952		—
Commercial real estate:
Owner occupied		1,651		3		1,720		6
Other		2,701		—		2,737		—

Total commercial real estate		4,352		3		4,457		6
Residential real estate:
Consumer mortgages		1,522		—		1,762		—
Investment property		—		—		51		—

Total residential real estate		1,522		—		1,813		—
Consumer installment		—		—		—		—

Total	$	9,901		3		10,617		8

Troubled Debt Restructurings

Impaired loans also include troubled debt restructurings (“TDRs”). In the normal course of business, management grants concessions to borrowers, which would not otherwise be considered where the borrowers are experiencing financial difficulty. A concession may include, but is not limited to, reduction of the stated interest rate of the loan, reduction of accrued interest, extension of the maturity date or reduction of the face amount or maturity amount of the debt. A concession has been granted when, as a result of the restructuring, the Bank does not expect to collect all amounts due, including interest at the original stated rate. A concession may have also been granted if the debtor is not able to access funds elsewhere at a market rate for debt with similar risk characteristics as the restructured debt. The Company’s determination of whether a loan modification is a TDR considers the individual facts and circumstances surrounding each modification. As part of the credit approval process, the restructured loans are evaluated for adequate collateral protection in determining the appropriate accrual status at the time of restructure.

Similar to other impaired loans, TDRs are measured for impairment based on the present value of expected payments using the loan’s original effective interest rate as the discount rate, or the fair value of the collateral, less selling costs if the loan is collateral dependent. If the recorded investment in the loan exceeds the measure of fair value,

impairment is recognized by establishing a valuation allowance as part of the allowance for loan losses or a charge-off to the allowance for loan losses. In periods subsequent to the modification, all TDRs are evaluated, including those that have payment defaults, for possible impairment.

Effective July 1, 2011, the Company adopted ASU 2011-02, A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. As such, the Company reassessed all restructurings that occurred on or after January 1, 2011 for identification and disclosure as TDRs.

The following is a summary of accruing and nonaccrual TDRs and the related allowance for loan losses, by portfolio segment and class as of June 30, 2012, and December 31, 2011.


	TDRs
(In thousands)	Accruing		Nonaccrual		Total		Related Allowance

June 30, 2012
Commercial and industrial	$	195		—		195	$	—
Construction and land development		—		3,858		3,858		366
Commercial real estate:
Owner occupied		916		1,404		2,320		151
Other		—		450		450		—

Total commercial real estate		916		1,854		2,770		151
Residential real estate:
Consumer mortgages		—		856		856		49
Investment property		—		375		375		181

Total residential real estate		—		1,231		1,231		230

Total	$	1,111		6,943		8,054	$	747

December 31, 2011
Commercial and industrial	$	216		—		216	$	—
Construction and land development		—		5,095		5,095		147
Commercial real estate:
Owner occupied		925		1,172		2,097		420
Other		—		1,806		1,806		264

Total commercial real estate		925		2,978		3,903		684
Residential real estate:
Investment property		—		383		383		163

Total residential real estate		—		383		383		163

Total	$	1,141		8,456		9,597	$	994

At June 30, 2012, there were no significant outstanding commitments to advance additional funds to customers whose loans had been restructured.

The following table summarizes loans modified in a TDR during the respective periods both before and after their modification.


	Quarter ended						Six months ended
(Dollars in thousands)	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

June 30, 2012
Construction and land development		—	$	—		—		2	$	2,842		1,753
Commercial real estate:
Owner occupied		3		2,349		1,406		4		3,167		2,225
Other		—		—		—		2		1,804		1,657

Total commercial real estate		3		2,349		1,406		6		4,971		3,882
Residential real estate:
Consumer mortgages		2		863		857		2		863		857

Total residential real estate		2		863		857		2		863		857

Total		5	$	3,212		2,263		10	$	8,676		6,492

June 30, 2011
Commercial and industrial		1	$	507		240		1	$	507		240
Construction and land development		1		493		476		1		493		476
Commercial real estate:
Owner occupied		1		848		848		3		1,946		1,659
Other		1		1,229		1,229		1		1,229		1,229

Total commercial real estate		2		2,077		2,077		4		3,175		2,888

Total		4	$	3,077		2,793		6	$	4,175		3,604

The majority of the loans modified in a TDR during the quarters ended June 30, 2012 and 2011, respectively, included permitting delays in required payments of principal and/or interest or where the only concession granted by the Company was that the interest rate at renewal was considered to be less than a market rate.

For the quarters ended June 30, 2012 and 2011, decreases in the post modification outstanding recorded investment were primarily due to A/B note restructurings, where the B note was charged off. Total charge-offs related to B notes were $0.9 million and $0.3 million for the quarters ended June 30, 2012 and 2011, respectively.

For the six months ended June 30, 2012, decreases in the post modification outstanding recorded investment were primarily due to principal payments made by borrowers at the date of modification for construction and land development loans and A/B note restructurings for two owner occupied commercial real estate loans. Total charge-offs related to B notes were $0.9 million for the six months ended June 30, 2012. For the six months ended June 30, 2011, decreases in the post modification outstanding recorded investment were primarily due to A/B note restructurings for one owner occupied commercial real estate loan and one commercial and industrial loan. Total charge-offs related to B notes were $0.6 million for the six months ended June 30, 2011.

The following table summarizes the recorded investment in loans modified in a TDR within the previous 12 months for which there was a payment default (defined as 90 days or more past due) during the respective periods.


	Quarter ended				Six months ended
(Dollars in thousands)	Number of Contracts		Recorded investment⁽¹⁾		Number of Contracts		Recorded investment⁽¹⁾

June 30, 2012
Construction and land development		—	$	—		1	$	2,386

Total		—	$	—		1	$	2,386

June 30, 2011
Residential real estate:
Consumer mortgages		—	$	—		1	$	204

Total residential real estate		—		—		1		204

Total		—	$	—		1	$	204

(1)	Amount as of applicable month end during the respective period for which there was a payment default.

NOTE 6: MORTGAGE SERVICING RIGHTS, NET

Mortgage servicing rights (“MSRs”) are recognized based on the fair value of the servicing rights on the date the corresponding mortgage loans are sold. An estimate of the Company’s MSRs is determined using assumptions that market participants would use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, default rates, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, and late fees. Subsequent to the date of transfer, the Company has elected to measure its MSRs under the amortization method. Under the amortization method, MSRs are amortized in proportion to, and over the period of, estimated net servicing income.

The Company has recorded MSRs related to loans sold without recourse to Fannie Mae. The Company generally sells conforming, fixed-rate, closed-end, residential mortgages to Fannie Mae. MSRs are included in other assets on the accompanying Consolidated Balance Sheets.

The Company periodically evaluates mortgage servicing rights for impairment. Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics, such as interest rate and loan type. If, by individual stratum, the carrying amount of the MSRs exceeds fair value, a valuation reserve is established. The valuation allowance is adjusted as the fair value changes. Changes in the valuation allowance are recognized in earnings as a component of mortgage lending income.

The change in amortized MSRs and the related valuation allowance for the quarters and six months ended June 30, 2012 and 2011 are presented below.


	Quarter ended June 30,						Six months ended June 30,
(Dollars in thousands)	2012			2011			2012			2011

MSRs, net:
Beginning balance	$	1,260		$	1,226		$	1,245		$	1,189
Additions, net		198			65			366			152
Amortization expense		(93	)		(52	)		(183	)		(102	)
Change in valuation allowance		(46	)		—			(109	)		—

Ending balance	$	1,319		$	1,239		$	1,319		$	1,239


Valuation allowance included in MSRs, net:
Beginning of period	$	180		$	—		$	117		$	—
End of period		226			—			226			—


Fair value of amortized MSRs:
Beginning of period	$	1,260		$	1,491		$	1,245		$	1,335
End of period		1,319			1,422			1,319			1,422

NOTE 7: DERIVATIVE INSTRUMENTS

Financial derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship. For derivatives not designated as part of a hedging relationship, the gain or loss is recognized in current earnings. From time to time, the Company may enter into interest rate swaps (“swaps”) to facilitate customer transactions and meet their financing needs. Upon entering into these swaps, the Company enters into offsetting positions in order to minimize the risk to the Company. These swaps qualify as derivatives, but are not designated as hedging instruments. At June 30, 2012, the Company had no derivative contracts designated as part of a hedging relationship to assist in managing its interest rate sensitivity.

Interest rate swap agreements involve the risk of dealing with counterparties and their ability to meet contractual terms. When the fair value of a derivative instrument is positive, this generally indicates that the counterparty or customer owes the Company, and results in credit risk to the Company. When the fair value of a derivative instrument is negative, the Company owes the customer or counterparty and therefore, has no credit risk.

A summary of the Company’s interest rate swaps as of and for the six months ended June 30, 2012 is presented below.


			Other Assets		Other Liabilities		Other noninterest income
(Dollars in thousands)	Notional		Estimated Fair Value		Estimated Fair Value		Gains (Losses)

Interest rate swap agreements:
Pay fixed / receive variable	$	5,542		—		1,297	$	28
Pay variable / receive fixed		5,542		1,297		—		(28	)

Total interest rate swap agreements	$	11,084		1,297		1,297	$	—

NOTE 8: FAIR VALUE

Fair Value Hierarchy

“Fair value” is defined by ASC 820, Fair Value Measurements and Disclosures, as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for an asset or liability at the measurement date. GAAP establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1—inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.

Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable for the asset or liability, either directly or indirectly.

Level 3—inputs to the valuation methodology are unobservable and reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset or liability.

Level changes in fair value measurements

Transfers between levels of the fair value hierarchy are generally recognized at the end of the reporting period. The Company monitors the valuation techniques utilized for each category of financial assets and liabilities to ascertain when transfers between levels have been affected. The nature of the Company’s financial assets and liabilities generally is such that transfers in and out of any level are expected to be infrequent. For the six months ended June 30, 2012, there were no transfers between levels and no changes in valuation techniques for the Company’s financial assets and liabilities.

Assets and liabilities measured at fair value on a recurring basis

Securities available-for-sale

Fair values of securities available for sale were primarily measured using Level 2 inputs. For these securities, the Company obtains pricing from third party pricing services. These third party pricing services consider observable data that may include broker/dealer quotes, market spreads, cash flows, market consensus prepayment speeds, benchmark yields, reported trades, market consensus prepayment speeds, credit information and the securities’ terms and conditions. On a quarterly basis, management reviews the pricing received from the third party pricing services for reasonableness given current market conditions. As part of its review, management may obtain non-binding third party broker quotes to validate the fair value measurements. In addition, management will periodically submit pricing provided by the third party pricing services to another independent valuation firm on a sample basis. This independent valuation firm will compare the price provided by the third party pricing service with its own price and will review the significant assumptions and valuation methodologies used with management.

Fair values of individual issuer trust preferred securities were measured using Level 3 inputs. Because there is no active market for these securities, the Company engages a third party firm who specializes in valuing illiquid securities. The third party firm utilizes a discount cash flow model to estimate the fair value measurements for these securities. The credit spread that is included in the discount rate applied to the projected future cash flows is an unobservable input that is significant to the overall fair value measurement for these securities. Significant increases (decreases) in the credit spread could result in a lower (higher) fair value measurement. Because these trust preferred securities were issued by individual community banks, the credit spread will generally increase when the financial performance of the issuer deteriorates and decrease as the financial performance of the issuer improves.

Interest rate swap agreements

The carrying amount of interest rate swap agreements was included in other assets and accrued expenses and other liabilities on the accompanying consolidated balance sheets. The fair value measurements for our interest rate swap agreements were based on information obtained from a third party bank. This information is periodically tested by the Company and validated against other third party valuations. If needed, other third party market participants may be utilized to corroborate the fair value measurements for our interest rate swap agreements. The Company classified these derivative assets and liabilities within Level 2 of the valuation hierarchy. These swaps qualify as derivatives, but are not designated as hedging instruments.

The following table presents the balances of the assets and liabilities measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011, respectively, by caption, on the Consolidated Balance Sheets by FASB ASC 820 valuation hierarchy (as described above).


(Dollars in thousands)	Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

June 30, 2012:
Securities available-for-sale:
Agency obligations	$	40,236		—		40,236		—
Agency RMBS		152,668		—		152,668		—
State and political subdivisions		83,712		—		83,712		—
Trust preferred securities:
Individual issuer		630		—		—		630

Total securities available-for-sale		277,246		—		276,616		630
Other assets ⁽¹⁾		1,297		—		1,297		—

Total assets at fair value	$	278,543		—		277,913		630


Other liabilities⁽¹⁾		1,297		—		1,297		—

Total liabilities at fair value	$	1,297		—		1,297		—

December 31, 2011:
Securities available-for-sale:
Agency obligations	$	51,085		—		51,085		—
Agency RMBS		164,798		—		164,798		—
State and political subdivisions		81,713		—		81,713		—
Trust preferred securities:
Pooled		100		—		—		100
Individual issuer		1,886		—		—		1,886

Total securities available-for-sale		299,582		—		297,596		1,986
Other assets ⁽¹⁾		1,325		—		1,325		—

Total assets at fair value	$	300,907		—		298,921		1,986


Other liabilities⁽¹⁾		1,325		—		1,325		—

Total liabilities at fair value	$	1,325		—		1,325		—

⁽¹⁾	Represents the fair value of interest rate swap agreements.

Assets and liabilities measured at fair value on a nonrecurring basis

Loans held for sale

Loans held for sale are carried at the lower of cost or fair value. Fair values of loans held for sale are determined using quoted market secondary market prices for similar loans. Loans held for sale are classified within Level 2 of the fair value hierarchy.

Impaired Loans

Loans considered impaired under FASB ASC 310-10-35, Receivables, are loans for which, based on current information and events, it is probable that the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. Impaired loans can be measured based on the present value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable market price, or the fair value of the collateral less selling costs if the loan is collateral dependent. The fair value of impaired loans were primarily measured based on the value of the collateral securing these loans. Impaired loans are classified within Level 3 of the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory, and/or

accounts receivable. The Company determines the value of the collateral based on independent appraisals performed by qualified licensed appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Appraised values are discounted for costs to sell and may be discounted based on management’s historical knowledge, changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors discussed above.

Other real estate owned

Other real estate owned, consisting of properties obtained through foreclosure or in satisfaction of loans, are initially recorded at the lower of the loan’s carrying amount or the fair value less costs to sell upon transfer of the loans to other real estate. Subsequently, other real estate is carried at the lower of carrying value or fair value less costs to sell. Fair values are generally based on third party appraisals of the property, resulting in a Level 3 classification. The appraisals are sometimes further discounted based on management’s historical knowledge, and/or changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts are typically significant unobservable inputs for determining fair value. In cases where the carrying amount exceeds the fair value, less costs to sell, a loss is recognized in noninterest expense.

Mortgage servicing rights, net

Mortgage servicing rights, net, included in other assets on the accompanying consolidated balance sheets, are carried at the lower of cost or estimated fair value. MSRs do not trade in an active market with readily observable prices. To determine the fair value of MSRs, the Company engages an independent third party. The independent third party’s valuation model calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, default rates, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, and late fees. Periodically, the Company will review broker surveys and other market research to validate significant assumptions used in the model. The significant unobservable inputs include prepayment speeds or the constant prepayment rate (“CPR”) and the weighted average discount rate. Because the valuation of MSRs requires the use of significant unobservable inputs, all of the Company’s MSRs are classified within Level 3 of the valuation hierarchy.

The following table presents the balances of the assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2012 and December 31, 2011, respectively, by caption, on the Consolidated Balance Sheets and by FASB ASC 820 valuation hierarchy (as described above):


(Dollars in thousands)	Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

June 30, 2012:
Loans held for sale	$	6,816		—		6,816		—
Loans, net⁽¹⁾		7,789		—		—		7,789
Other real estate owned		5,157		—		—		5,157
Other assets ⁽²⁾		1,319		—		—		1,319

Total assets at fair value	$	21,081		—		6,816		14,265


December 31, 2011:
Loans held for sale	$	3,346		—		3,346		—
Loans, net⁽¹⁾		9,765		—		—		9,765
Other real estate owned		7,898		—		—		7,898
Other assets ⁽²⁾		1,245		—		—		1,245

Total assets at fair value	$	22,

Outstanding at July 31, 2012

Common Stock, $0.01 par value per share

3,642,863 shares