AUBN 10-Q Quarterly Report Sept. 30, 2013

AUBN 10-Q Quarter ended Sept. 30, 2013

AUBURN NATIONAL BANCORPORATION, INC

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10-Q 1 d619407d10q.htm 10-Q 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 September 30, 2013

[ ]

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

incorporation or organization)

(I.R.S. Employer

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 ¨	Smaller reporting company x
	(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.


Class		Outstanding at October 31, 2013
Common Stock, $0.01 par value per share		3,643,118 shares

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

INDEX


	PAGE
PART I. FINANCIAL INFORMATION

Item 1 Financial Statements

Consolidated Balance Sheets (Unaudited) as of September 30, 2013 and December 31, 2012		3

Consolidated Statements of Earnings (Unaudited) for the quarter and nine months ended September 30, 2013 and 2012		4

Consolidated Statements of Comprehensive Income (Unaudited) for the quarter and nine months ended September 30, 2013 and 2012		5

Consolidated Statements of Stockholders’ Equity (Unaudited) for the nine months ended September 30, 2013 and 2012		6

Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2013 and 2012		7

Notes to Consolidated Financial Statements (Unaudited)		8

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		32

Table 1 – Explanation of Non-GAAP Financial Measures		49

Table 2 – Selected Quarterly Financial Data		50

Table 3 – Selected Financial Data		51

Table 4 – Average Balances and Net Interest Income Analysis – for the quarter ended September 30, 2013 and 2012		52

Table 5 – Average Balances and Net Interest Income Analysis – for the nine months ended September 30, 2013 and 2012		53

Table 6 – Loan Portfolio Composition		54

Table 7 – Allowance for Loan Losses and Nonperforming Assets		55

Table 8 – Allocation of Allowance for Loan Losses		56

Table 9 – CDs and Other Time Deposits of $100,000 or more		57

Item 3 Quantitative and Qualitative Disclosures About Market Risk		58

Item 4 Controls and Procedures		58

PART II. OTHER INFORMATION

Item 1 Legal Proceedings		58

Item 1A Risk Factors		58

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		58

Item 3 Defaults Upon Senior Securities		58

Item 4 Mine Safety Disclosures		59

Item 5 Other Information		59

Item 6 Exhibits		59

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)


(Dollars in thousands, except share data)	September 30, 2013		December 31, 2012

Assets:
Cash and due from banks	$	14,088	$	18,762
Federal funds sold		36,955		42,682
Interest bearing bank deposits		11,211		505

Cash and cash equivalents		62,254		61,949

Securities available-for-sale		259,467		259,475
Loans held for sale		2,367		2,887
Loans, net of unearned income		380,705		398,193
Allowance for loan losses		(5,946)		(6,723)

Loans, net		374,759		391,470

Premises and equipment, net		10,729		10,528
Bank-owned life insurance		17,365		17,076
Other real estate owned		4,585		4,919
Other assets		13,076		11,529

Total assets	$	744,602	$	759,833

Liabilities:
Deposits:
Noninterest-bearing	$	118,965	$	118,014
Interest-bearing		531,456		518,803

Total deposits		650,421		636,817
Federal funds purchased and securities sold under agreements to repurchase		2,743		2,689
Long-term debt		22,217		47,217
Accrued expenses and other liabilities		3,414		2,961

Total liabilities		678,795		689,684

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		3,758		3,756
Retained earnings		70,915		67,821
Accumulated other comprehensive (loss) income, net		(2,264)		5,174
Less treasury stock, at cost—314,077 shares and 314,232 shares at September 30, 2013 and December 31, 2012, respectively		(6,641)		(6,641)

Total stockholders’ equity		65,807		70,149

Total liabilities and stockholders’ equity	$	744,602	$	759,833

See accompanying notes to consolidated financial statements

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)


	Quarter ended September 30,				Nine months ended September 30,

(In thousands, except share and per share data)	2013		2012		2013		2012

Interest income:
Loans, including fees	$	5,104	$	5,548	$	15,656	$	16,303
Securities		1,713		1,653		4,936		5,482
Federal funds sold and interest bearing bank deposits		39		11		99		32

Total interest income		6,856		7,212		20,691		21,817

Interest expense:
Deposits		1,344		1,509		4,097		4,839
Short-term borrowings		3		4		10		13
Long-term debt		239		440		941		1,393

Total interest expense		1,586		1,953		5,048		6,245

Net interest income		5,270		5,259		15,643		15,572
Provision for loan losses		—		1,550		400		2,750

Net interest income after provision for loan losses		5,270		3,709		15,243		12,822

Noninterest income:
Service charges on deposit accounts		224		268		707		838
Mortgage lending		750		1,038		2,397		2,492
Bank-owned life insurance		93		120		289		332
Gain on sale of affordable housing investments		—		—		—		3,268
Other		365		413		1,086		1,157
Securities gains, net:
Realized gains, net		—		178		679		738
Total other-than-temporary impairments		—		—		—		(130)

Total securities gains, net		—		178		679		608

Total noninterest income		1,432		2,017		5,158		8,695

Noninterest expense:
Salaries and benefits		2,139		2,209		6,503		6,557
Net occupancy and equipment		346		345		1,010		1,019
Professional fees		197		163		582		538
FDIC and other regulatory assessments		130		153		467		521
Other real estate owned, net		68		119		111		182
Prepayment penalties on long-term debt		541		—		2,012		3,720
Other		853		781		2,539		2,823

Total noninterest expense		4,274		3,770		13,224		15,360

Earnings before income taxes		2,428		1,956		7,177		6,157
Income tax expense		636		347		1,789		1,054

Net earnings	$	1,792	$	1,609	$	5,388	$	5,103

Net earnings per share:
Basic and diluted	$	0.49	$	0.44	$	1.48	$	1.40

Weighted average shares outstanding:
Basic and diluted		3,643,028		3,642,876		3,642,967		3,642,807

See accompanying notes to consolidated financial statements

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)


	Quarter ended September 30,						Nine months ended September 30,

(Dollars in thousands)	2013			2012			2013			2012

Net earnings	$	1,792		$	1,609		$	5,388		$	5,103
Other comprehensive (loss) income, net of tax:
Unrealized net holding (loss) gain on securities		(433	)		1,162			(7,010	)		2,307
Reclassification adjustment for net gain on securities recognized in net earnings		—			(113	)		(428	)		(384)

Other comprehensive (loss) income		(433	)		1,049			(7,438	)		1,923

Comprehensive income (loss)	$	1,359		$	2,658		$	(2,050	)	$	7,026

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 income (loss)			Treasury stock			Total
(Dollars in thousands, except share data)	Shares		Amount		Additional paid-in capital		Retained earnings						Treasury stock			Total

Balance, December 31, 2011		3,957,135	$	39	$	3,753	$	64,045		$	4,222		$	(6,643	)	$	65,416
Net earnings		—		—		—		5,103			—			—			5,103
Other comprehensive income		—		—		—		—			1,923			—			1,923
Cash dividends paid ($0.615 per share)		—		—		—		(2,240	)		—			—			(2,240)
Sale of treasury stock (165 shares)		—		—		3		—			—			1			4

Balance, September 30, 2012		3,957,135	$	39	$	3,756	$	66,908		$	6,145		$	(6,642	)	$	70,206


Balance, December 31, 2012		3,957,135	$	39	$	3,756	$	67,821		$	5,174		$	(6,641	)	$	70,149
Net earnings		—		—		—		5,388			—			—			5,388
Other comprehensive loss		—		—		—		—			(7,438	)		—			(7,438)
Cash dividends paid ($0.63 per share)		—		—		—		(2,294	)		—			—			(2,294)
Sale of treasury stock (155 shares)		—		—		2		—			—			—			2

Balance, September 30, 2013		3,957,135	$	39	$	3,758	$	70,915		$	(2,264	)	$	(6,641	)	$	65,807

See accompanying notes to consolidated financial statements

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)


	Nine months ended September 30,
(In thousands)	2013			2012

Cash flows from operating activities:
Net earnings	$	5,388		$	5,103
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for loan losses		400			2,750
Depreciation and amortization		639			609
Premium amortization and discount accretion, net		1,620			2,351
Net gain on securities available for sale		(679	)		(608	)
Net gain on sale of loans held for sale		(1,693	)		(2,488	)
Net loss on other real estate owned		13			121
Loss on prepayment of long-term debt		2,012			3,720
Loans originated for sale		(80,169	)		(111,476	)
Proceeds from sale of loans		81,689			110,932
Increase in cash surrender value of bank owned life insurance		(289	)		(332	)
Gain on sale of affordable housing partnership investments		—			(3,268	)
Net decrease in other assets		2,019			687
Net increase in accrued expenses and other liabilities		453			541

Net cash provided by operating activities		11,403			8,642


Cash flows from investing activities:
Proceeds from sales of securities available-for-sale		38,614			49,693
Proceeds from maturities of securities available-for-sale		48,588			93,377
Purchase of securities available-for-sale		(99,923	)		(97,002	)
Decrease (increase) in loans, net		14,033			(31,740	)
Net purchases of premises and equipment		(516	)		(1,128	)
Decrease in FHLB stock		1,153			2,067
Proceeds from sale of affordable housing limited partnerships		—			8,499
Proceeds from sale of other real estate owned		2,599			3,493

Net cash provided by investing activities		4,548			27,259


Cash flows from financing activities:
Net increase in noninterest-bearing deposits		951			9,741
Net increase in interest-bearing deposits		12,653			531
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase		54			(258	)
Repayments or retirement of long-term debt		(27,012	)		(41,816	)
Proceeds from sale of treasury stock		2			4
Dividends paid		(2,294	)		(2,240	)

Net cash used in financing activities		(15,646	)		(34,038	)


Net change in cash and cash equivalents		305			1,863
Cash and cash equivalents at beginning of period		61,949			55,428

Cash and cash equivalents at end of period	$	62,254		$	57,291

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	5,228		$	6,570
Income taxes		258			818
Supplemental disclosure of non-cash transactions:
Real estate acquired through foreclosure		2,278			641

See accompanying notes to consolidated financial statements

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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 consolidated financial statements in this report have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited 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, 2012.

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Auburn National Bancorporation Capital Trust I is an affiliate of the Company and was included in these unaudited consolidated financial statements pursuant to the equity method of accounting. Significant intercompany transactions and accounts are eliminated in consolidation.

The preparation of financial statements in conformity with U.S. GAAP 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.

Subsequent Events

The Company has evaluated the effects of events and transactions through the date of this filing that have occurred subsequent to September 30, 2013. The Company does not believe there were any material subsequent events during this period that would have required recognition or disclosure in the unaudited consolidated financial statements included in this report.

Accounting Developments

In the first quarter of 2013, the Company adopted new guidance related to the following Accounting Standards Updates (“Updates” or “ASUs”):

•

ASU 2011-11, Disclosures about Offsetting Assets and Liabilities ;

•

ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities ; and

•

ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.

In the third quarter of 2013, the Company adopted new guidance related to the following Update:

•

ASU 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes .

Information about these pronouncements is described in more detail below.

ASU 2011-11, Disclosures about Offsetting Assets and Liabilities , expands the disclosure requirements for financial instruments and derivatives that may be offset in accordance with enforceable master netting agreements or similar arrangements. The disclosures are required regardless of whether the instruments have been offset (or netted) in the statement of financial position. Under ASU 2011-11, companies must describe the nature of offsetting arrangements and provide quantitative information about those agreements, including the gross and net amounts of financial instruments that are recognized in the statement of financial position. In January 2013, the FASB issued ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies the scope of the offsetting disclosures and addresses any unintended consequences due to feedback from stakeholders that standard commercial provisions of many contracts would equate to a master netting arrangement. These changes were effective for the Company in the first quarter of 2013 with retrospective application. Adoption of this ASU did not have a significant impact on the financial statements of the Company.

ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, seeks to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this Update will require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. These changes were effective for the Company in the first quarter of 2013 with retrospective application. This Update did not affect our consolidated financial results as it amends only the presentation of comprehensive income. See Consolidated Statements of Comprehensive Income.

ASU 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes, permits the Fed Funds Effective Swap Rate (Overnight Index Swap Rate) to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to LIBOR and U.S. Treasury. The ASU also removes the restriction on using different benchmark rates for similar hedges. These changes are effective for the Company in the third quarter of 2013 with prospective application for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. Adoption of this ASU did not have a significant impact on the financial statements of the Company.

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 respective period. 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 September 30, 2013 and 2012, 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.

The basic and diluted earnings per share computations for the respective periods are presented below.


	Quarter ended September 30,				Nine months ended September 30,
(In thousands, except share and per share data)	2013		2012		2013		2012

Basic and diluted:
Net earnings	$	1,792	$	1,609	$	5,388	$	5,103
Weighted average common shares outstanding		3,643,028		3,642,876		3,642,967		3,642,807

Earnings per share	$	0.49	$	0.44	$	1.48	$	1.40

NOTE 3: VARIABLE INTEREST ENTITIES

Generally, a variable interest entity (“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 September 30, 2013, the Company did not have any consolidated VIEs to disclose but did have one nonconsolidated VIE, 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 of $0.2 million 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.

The following table summarizes VIEs that are not consolidated by the Company as of September 30, 2013.


(Dollars in thousands)	Maximum Loss Exposure		Liability Recognized		Classification

Type:
Trust preferred issuances		N/A		$ 7,217	Long-term debt

NOTE 4: SECURITIES

At September 30, 2013 and December 31, 2012, 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 September 30, 2013 and December 31, 2012, respectively, are presented below.


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

September 30, 2013
Agency obligations (a)	$	—		—		23,744		22,079		45,823		—		3,253	$	49,076
Agency RMBS (a)		—		—		3,679		142,311		145,990		1,196		3,179		147,973
State and political subdivisions		—		2,096		19,739		45,077		66,912		1,998		399		65,313
Trust preferred securities		—		—		—		742		742		164		115		693

Total available-for-sale	$	—		2,096		47,162		210,209		259,467		3,358		6,946	$	263,055


December 31, 2012
Agency obligations (a)	$	—		—		20,065		19,460		39,525		187		19	$	39,357
Agency RMBS (a)		—		—		4,700		136,760		141,460		3,012		162		138,610
State and political subdivisions		111		1,830		21,006		54,891		77,838		5,222		—		72,616
Trust preferred securities		—		—		—		652		652		113		154		693

Total available-for-sale	$	111		1,830		45,771		211,763		259,475		8,534		335	$	251,276

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

Securities with aggregate fair values of $135.8 million and $134.0 million at September 30, 2013 and December 31, 2012, 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 $1.8 million and $3.0 million at September 30, 2013 and December 31, 2012, 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 September 30, 2013 and December 31, 2012, 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

September 30, 2013:
Agency obligations	$	45,822		3,253		—		—	$	45,822		3,253
Agency RMBS		95,325		3,179		—		—		95,325		3,179
State and political subdivisions		7,751		399		—		—		7,751		399
Trust preferred securities		—		—		385		115	$	385		115

Total	$	148,898		6,831		385		115	$	149,283		6,946

December 31, 2012:
Agency obligations	$	9,966		19		—		—	$	9,966		19
Agency RMBS		25,207		162		—		—		25,207		162
Trust preferred securities		—		—		346		154		346		154

Total	$	35,173		181		346		154	$	35,519		335

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. On a quarterly basis, 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. Some of these securities are guaranteed by a bond insurer, but management did not rely on the guarantee in making its investment decision. 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.

Trust preferred securities

The unrealized losses associated with individual issuer trust preferred securities were primarily driven by wider credit spreads. Management evaluates the financial performance of 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 September 30, 2013, cost-method investments with an aggregate cost of $1.8 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.

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 has recognized the credit component of the loss in earnings (referred to as “credit-impaired” debt securities). Other-than-temporary impairments recognized in earnings 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 for the respective periods are presented below.


	Quarter ended September 30,				Nine months ended September 30,
(Dollars in thousands)	2013		2012		2013		2012

Balance, beginning of period	$	757	$	1,257	$	1,257	$	3,276
Additions:
Subsequent credit impairments		—		—		—		130
Reductions:
Securities sold		—		—		—		2,149
Securities fully written down and deemed worthless		—		—		500		—

Balance, end of period	$	757	$	1,257	$	757	$	1,257

Other-Than-Temporary Impairment

The following table presents details of the other-than-temporary impairment related to securities.


	Quarter ended September 30,				Nine months ended September 30,
(Dollars in thousands)	2013		2012		2013		2012

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

Total debt securities		—		—		—		130

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

Other-than-temporary impairment on debt securities:
Recorded as part of gross realized losses:
Credit-related	$	—	$	—	$	—	$	130

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

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.


	Quarter ended September 30,					Nine months ended September 30,
(Dollars in thousands)	2013		2012			2013			2012

Gross realized gains	$	—	$	203		$	685		$	927
Gross realized losses		—		(25	)		(6	)		(189)
Other-than-temporary impairment charges		—		—			—			(130)

Realized gains, net	$	—	$	178		$	679		$	608

NOTE 5: LOANS AND ALLOWANCE FOR LOAN LOSSES


	September 30,			December 31,
(In thousands)	2013			2012
Commercial and industrial	$	58,766		$	59,334
Construction and land development		37,062			37,631
Commercial real estate:
Owner occupied		57,082			64,368
Other		113,438			119,243

Total commercial real estate		170,520			183,611
Residential real estate:
Consumer mortgage		57,032			58,087
Investment property		45,533			47,544

Total residential real estate		102,565			105,631
Consumer installment		12,170			12,219

Total loans		381,083			398,426
Less: unearned income		(378	)		(233)

Loans, net of unearned income	$	380,705		$	398,193

Loans secured by real estate were approximately 82.4% of the Company’s total loan portfolio at September 30, 2013. At September 30, 2013, 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 September 30, 2013, and December 31, 2012.


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

September 30, 2013:
Commercial and industrial	$	58,260		444		6		58,710		56	$	58,766
Construction and land development		35,470		—		—		35,470		1,592		37,062
Commercial real estate:
Owner occupied		55,992		49		—		56,041		1,041		57,082
Other		113,012		—		—		113,012		426		113,438
Total commercial real estate		169,004		49		—		169,053		1,467		170,520
Residential real estate:
Consumer mortgage		55,814		200		93		56,107		925		57,032
Investment property		44,859		289		—		45,148		385		45,533
Total residential real estate		100,673		489		93		101,255		1,310		102,565
Consumer installment		12,130		40		—		12,170		—		12,170
Total	$	375,537		1,022		99		376,658		4,425	$	381,083

December 31, 2012:
Commercial and industrial	$	59,101		173		—		59,274		60	$	59,334
Construction and land development		35,917		8		—		35,925		1,706		37,631
Commercial real estate:
Owner occupied		63,323		—		—		63,323		1,045		64,368
Other		113,344		230		—		113,574		5,669		119,243
Total commercial real estate		176,667		230		—		176,897		6,714		183,611
Residential real estate:
Consumer mortgage		55,521		1,202		58		56,781		1,306		58,087
Investment property		46,460		335		—		46,795		749		47,544
Total residential real estate		101,981		1,537		58		103,576		2,055		105,631
Consumer installment		12,157		62		—		12,219		—		12,219
Total	$	385,823		2,010		58		387,891		10,535	$	398,426

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. Loans are charged off, in whole or in part, 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 internal and independent loan review processes. 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 September 30, 2013 and December 31, 2012, and for the periods then ended, the Company adjusted its historical loss rates for 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 regularly re-evaluates its practices in determining the allowance for loan losses. During 2013, the Company implemented certain refinements to its allowance for loan losses methodology, specifically the way that historical loss factors are calculated. Prior to June 30, 2013, the Company calculated average losses for all loan segments using a rolling 6 quarter historical period. In order to better capture the effects of the current economic cycle on the Company’s loan loss experience, the Company calculated average losses for all loan segments (except for the commercial real estate loan segment) using a rolling 8 quarter historical period for the quarter ended June 30, 2013. Based upon management’s review of charge-off trends for each loan segment, the Company continued to calculate average losses for the commercial real estate loan segment using a rolling 6 quarter historical period for the quarter ended June 30, 2013. If the Company continued to calculate average losses for all loan segments using a rolling 6 quarter historical period, the Company’s calculated allowance for loan loss allocation would have decreased by approximately $1.1 million at June 30, 2013. Other than the changes discussed above, the Company has not made any changes to its calculation of historical loss periods that would impact the calculation of the allowance for loan losses or provision for loan losses for the periods included in the accompanying consolidated balance sheets and statements of earnings.

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


	September 30, 2013
(In thousands)	Commercial and industrial			Construction and land development			Commercial real estate			Residential real estate			Consumer installment			Total
Quarter ended:
Beginning balance	$	675			1,454			3,111			1,125			92		$	6,457
Charge-offs		(177	)		(137	)		(103	)		(144	)		—			(561	)
Recoveries		23			1			21			—			5			50

Net (charge-offs) recoveries		(154	)		(136	)		(82	)		(144	)		5			(511	)
Provision		25			(129	)		75			1			28			—

Ending balance	$	546			1,189			3,104			982			125		$	5,946

Nine months ended:
Beginning balance	$	812			1,545			3,137			1,126			103		$	6,723
Charge-offs		(245	)		(39	)		(262	)		(558	)		(199	)		(1,303	)
Recoveries		40			5			4			62			15			126

Net charge-offs		(205	)		(34	)		(258	)		(496	)		(184	)		(1,177	)
Provision		(61	)		(322	)		225			352			206			400

Ending balance	$	546			1,189			3,104			982			125		$	5,946


	September 30, 2012
(In thousands)	Commercial and industrial			Construction and land development			Commercial real estate			Residential real estate			Consumer installment			Total
Quarter ended:
Beginning balance	$	731			1,623			2,817			1,278			54			6,503
Charge-offs		(152	)		—			(1,626	)		(324	)		(35	)	$	(2,137	)
Recoveries		20			—			71			35			3		$	129

Net charge-offs		(132	)		—			(1,555	)		(289	)		(32	)		(2,008	)
Provision		155			(14	)		1,396			(42	)		55		$	1,550

Ending balance	$	754			1,609			2,658			947			77		$	6,045

Nine months ended:
Beginning balance	$	948			1,470			3,009			1,363			129		$	6,919
Charge-offs		(246	)		(231	)		(2,844	)		(435	)		(68	)		(3,824	)
Recoveries		28			1			71			85			15			200

Net charge-offs		(218	)		(230	)		(2,773	)		(350	)		(53	)		(3,624	)
Provision		24			369			2,422			(66	)		1			2,750

Ending balance	$	754			1,609			2,658			947			77		$	6,045

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 September 30, 2013 and 2012.


	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
September 30, 2013:
Commercial and industrial	$	546		58,630		—		136		546		58,766
Construction and land development		1,090		35,469		99		1,593		1,189		37,062
Commercial real estate		2,919		167,564		185		2,956		3,104		170,520
Residential real estate		982		101,576		—		989		982		102,565
Consumer installment		125		12,170		—		—		125		12,170

Total	$	5,662		375,409		284		5,674		5,946		381,083

September 30, 2012:
Commercial and industrial	$	754		58,395		—		184		754		58,579
Construction and land development		1,468		36,817		141		3,756		1,609		40,573
Commercial real estate		2,519		175,733		139		8,024		2,658		183,757
Residential real estate		915		101,297		32		2,022		947		103,319
Consumer installment		77		11,747		—		—		77		11,747

Total	$	5,733		383,989		312		13,986		6,045		397,975

(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 qualitative and environmental factors 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.


(In thousands)	Pass		Special Mention		Substandard Accruing		Nonaccrual		Total loans
September 30, 2013:
Commercial and industrial	$	53,776		4,184		750		56	$	58,766
Construction and land development		34,175		177		1,118		1,592		37,062
Commercial real estate:
Owner occupied		54,076		1,083		882		1,041		57,082
Other		111,231		963		818		426		113,438
Total commercial real estate		165,307		2,046		1,700		1,467		170,520
Residential real estate:
Consumer mortgage		49,264		1,147		5,696		925		57,032
Investment property		41,808		1,619		1,721		385		45,533
Total residential real estate		91,072		2,766		7,417		1,310		102,565
Consumer installment		11,970		39		161		—		12,170
Total	$	356,300		9,212		11,146		4,425	$	381,083

December 31, 2012:
Commercial and industrial	$	58,487		224		563		60	$	59,334
Construction and land development		34,490		310		1,125		1,706		37,631
Commercial real estate:
Owner occupied		59,270		2,528		1,525		1,045		64,368
Other		111,719		653		1,202		5,669		119,243
Total commercial real estate		170,989		3,181		2,727		6,714		183,611
Residential real estate:
Consumer mortgage		49,462		1,544		5,775		1,306		58,087
Investment property		43,559		1,033		2,203		749		47,544
Total residential real estate		93,021		2,577		7,978		2,055		105,631
Consumer installment		11,850		155		214		—		12,219
Total	$	368,837		6,447		12,607		10,535	$	398,426

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 September 30, 2013 and December 31, 2012.


		September 30, 2013
(In thousands)		Unpaid principal balance (1)		Charge-offs and payments applied (2)			Recorded investment (3)		Related allowance

With no allowance recorded:
Commercial and industrial	$		136		—			136
Construction and land development			2,879		(1,682	)		1,197
Commercial real estate:
Owner occupied			1,220		(180	)		1,040
Other			516		(90	)		426

Total commercial real estate			1,736		(270	)		1,466
Residential real estate:
Consumer mortgages			958		(186	)		772
Investment property			340		(123	)		217

Total residential real estate			1,298		(309	)		989

Total	$		6,049		(2,261	)		3,788

With allowance recorded:
Construction and land development	$		457		(61	)		396	$	99
Commercial real estate:
Owner occupied			882		—			882		117
Other			608		—			608		68

Total commercial real estate			1,490		—			1,490		185

Total	$		1,947		(61	)		1,886	$	284

Total impaired loans	$		7,996		(2,322	)		5,674	$	284

(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, 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	$	169		—			169
Construction and land development		2,879		(1,682	)		1,197
Commercial real estate:
Owner occupied		787		(212	)		575
Other		7,914		(1,862	)		6,052

Total commercial real estate		8,701		(2,074	)		6,627
Residential real estate:
Consumer mortgages		971		(152	)		819
Investment property		508		(110	)		398

Total residential real estate		1,479		(262	)		1,217

Total	$	13,228		(4,018	)		9,210

With allowance recorded:
Construction and land development	$	471		(45	)		426	$	129
Commercial real estate:
Owner occupied		899		—			899		134

Total commercial real estate		899		—			899		134

Total	$	1,370		(45	)		1,325	$	263

Total impaired loans	$	14,598		(4,063	)		10,535	$	263

(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 September 30, 2013				Nine months ended September 30, 2013
(In thousands)	Average recorded investment		Total interest income recognized		Average recorded investment		Total interest income recognized

Impaired loans:
Commercial and industrial	$	139		2		152		7
Construction and land development		1,596		—		1,608		—
Commercial real estate:
Owner occupied		1,927		13		1,993		42
Other		832		4		1,581		4

Total commercial real estate		2,759		17		3,574		46
Residential real estate:
Consumer mortgages		776		—		801		—
Investment property		231		—		323		—

Total residential real estate		1,007		—		1,124		—

Total	$	5,501		19		6,458		53


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

Impaired loans:
Commercial and industrial	$	189		3		200		11
Construction and land development		3,801		—		4,357		—
Commercial real estate:
Owner occupied		2,468		14		2,537		49
Other		2,211		—		1,713		—

Total commercial real estate		4,679		14		4,250		49
Residential real estate:
Consumer mortgages		846		—		870		—
Investment property		855		—		650		—

Total residential real estate		1,701		—		1,520		—

Total	$	10,370		17		10,327		60

Troubled Debt Restructurings

Impaired loans also include troubled debt restructurings (“TDRs”). In the normal course of business, management may grant concessions to borrowers that are experiencing financial difficulty. A concession may include, but is not limited to, delays in required payments of principal and interest for a specified period, 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, the Company 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.

The following is a summary of accruing and nonaccrual TDRs, which are included in impaired loan totals, and the related allowance for loan losses, by portfolio segment and class as of September 30, 2013, and December 31, 2012.


	TDRs
(In thousands)	Accruing		Nonaccrual		Total		Related Allowance

September 30, 2013
Commercial and industrial	$	136		—		136	$	—
Construction and land development		—		1,593		1,593		99
Commercial real estate:
Owner occupied		882		292		1,174		117
Other		608		426		1,034		68

Total commercial real estate		1,490		718		2,208		185
Residential real estate:
Consumer mortgages		—		772		772		—
Investment property		—		217		217		—

Total residential real estate		—		989		989		—

Total	$	1,626		3,300		4,926	$	284

December 31, 2012
Commercial and industrial	$	169		—		169	$	—
Construction and land development		—		1,623		1,623		129
Commercial real estate:
Owner occupied		899		1,045		1,944		134
Other		—		432		432		—

Total commercial real estate		899		1,477		2,376		134
Residential real estate:
Consumer mortgages		—		819		819		—
Investment property		—		188		188		—

Total residential real estate		—		1,007		1,007		—

Total	$	1,068		4,107		5,175	$	263

At September 30, 2013, 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 September 30,						Nine Months ended September 30,
(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

2013:
Commercial real estate:
Owner occupied		1	$	882		882		1	$	882		882
Other		1		606		610		1		1,037		1,041

Total commercial real estate		2		1,488		1,492		2		1,919		1,923
Residential real estate:
Consumer mortgages		1		678		674		2		808		804

Total residential real estate		1		678		674		2		808		804

Total		3	$	2,166		2,166		4	$	2,727		2,727

2012:
Construction and land development		1	$	2,138		2,119		3	$	4,981		3,873
Commercial real estate:
Owner occupied		—		—		—		4		3,167		2,225
Other		—		—		—		2		1,804		1,657

Total commercial real estate		—		—		—		6		4,971		3,882
Residential real estate:
Consumer mortgages		—		—		—		2		863		857
Investment property		1		375		373		1		375		373

Total residential real estate		1		375		373		3		1,238		1,230

Total		2	$	2,513		2,492		12	$	11,190		8,985

The majority of the loans modified in a TDR during the quarters and nine-month periods ended September 30, 2013 and 2012, 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 nine months ended September 30, 2012, the decrease in the post modification outstanding recorded investment was 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 nine months ended September 30, 2012.

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 September 30,				Nine months ended September 30,
(Dollars in thousands)	Number of Contracts		Recorded investment ⁽¹⁾		Number of Contracts		Recorded investment ⁽¹⁾

2013:
Construction and land development		—	$	—		1	$	1,197
Commercial real estate:
Other		1		426		1		426

Total commercial real estate		1		426		1		426

Total		1	$	426		2	$	1,623

2012:
Construction and land development		—	$	—		1	$	2,386

Total		—	$	—		1	$	2,386

(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 fair value 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 MSRs 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 allowance 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 following table details the change in amortized MSRs and the related valuation allowance for the respective periods.


	Quarter ended September 30,						Nine months ended September 30,
(Dollars in thousands)	2013			2012			2013			2012

MSRs, net:
Beginning balance	$	1,979		$	1,319		$	1,526		$	1,245
Additions, net		215			330			693			696
Amortization expense		(78	)		(107	)		(304	)		(290)
Change in valuation allowance		172			(101	)		373			(210)

Ending balance	$	2,288		$	1,441		$	2,288		$	1,441

Valuation allowance included in MSRs, net:
Beginning of period	$	185		$	226		$	386		$	117
End of period		13			327			13			327

Fair value of amortized MSRs:
Beginning of period	$	2,453		$	1,319		$	1,526		$	1,245
End of period		3,167			1,476			3,167			1,476

NOTE 7: DERIVATIVE INSTRUMENTS

Financial derivatives are reported at fair value in other assets or other liabilities on the accompanying Consolidated Balance Sheets. 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 within other noninterest income on the accompanying Consolidated Statements of 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 September 30, 2013 and December 31, 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 swap agreements at September 30, 2013 and December 31, 2012 is presented below.


			Other Assets		Other Liabilities
(Dollars in thousands)	Notional		Estimated Fair Value		Estimated Fair Value

September 30, 2013:
Pay fixed / receive variable	$	5,104		—		923
Pay variable / receive fixed		5,104		923		—

Total interest rate swap agreements	$	10,208		923		923

December 31, 2012:
Pay fixed / receive variable	$	5,367		—		1,210
Pay variable / receive fixed		5,367		1,210		—

Total interest rate swap agreements	$	10,734		1,210		1,210

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 nine months ended September 30, 2013, 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. The valuation of individual issuer trust preferred securities requires significant management judgment due to the absence of observable quoted market prices, inherent lack of liquidity, and the long-term nature of such assets. In order to assist management in making its determination of fair value, the Company engages a third party firm who specializes in valuing illiquid securities. The third party firm utilizes a discounted cash flow model to estimate the fair value measurements for these securities. In making its final determination of fair value, management reviews the reasonableness of projected cash flows and the credit spread utilized in the discounted cash flow model after evaluating the financial performance of the individual community bank holding companies. 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 September 30, 2013 and December 31, 2012, respectively, by caption, on the accompanying consolidated balance sheets by 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)
September 30, 2013:
Securities available-for-sale:
Agency obligations	$	45,823		—		45,823		—
Agency RMBS		145,990		—		145,990		—
State and political subdivisions		66,912		—		66,912		—
Trust preferred securities		742		—		—		742

Total securities available-for-sale		259,467		—		258,725		742
Other assets ⁽¹⁾		923		—		923		—

Total assets at fair value	$	260,390		—		259,648		742

Other liabilities ⁽¹⁾	$	923		—		923		—

Total liabilities at fair value	$	923		—		923		—


December 31, 2012:
Securities available-for-sale:
Agency obligations	$	39,525		—		39,525		—
Agency RMBS		141,460		—		141,460		—
State and political subdivisions		77,838		—		77,838		—
Trust preferred securities		652		—		—		652

Total securities available-for-sale		259,475		—		258,823		652
Other assets ⁽¹⁾		1,210		—		1,210		—

Total assets at fair value	$	260,685		—		260,033		652

Other liabilities ⁽¹⁾	$	1,210		—		1,210		—

Total liabilities at fair value	$	1,210		—		1,210		—

⁽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 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 September 30, 2013 and December 31, 2012, respectively, by caption, on the accompanying 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)
September 30, 2013:
Loans held for sale	$		2,367		—		2,367		—
Loans, net ⁽¹⁾			5,390		—		—		5,390
Other real estate owned			4,585		—		—		4,585
Other assets ⁽²⁾			2,288		—		—		2,288
Total assets at fair value	$		14,630		—		2,367		12,263


December 31, 2012:
Loans held for sale	$		2,887		—		2,887		—
Loans, net ⁽¹⁾			10,272		—		—		10,272
Other real estate owned			4,919		—		—		4,919
Other assets ⁽²⁾			1,526		—		—		1,526
Total assets at fair value	$		19,604		—		2,887		16,717

⁽¹⁾	Loans considered impaired under ASC 310-10-35 Receivables. This amount reflects the recorded investment in impaired loans, net of any related allowance for loan losses.

⁽²⁾	Represents the carrying value of MSRs, net.

Quantitative Disclosures for Level 3 Fair Value Measurements

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements for trust preferred securities recognized in the accompanying consolidated balance sheets using Level 3 inputs:


		Nine months ended September 30,
(Dollars in thousands)		2013		2012
Beginning balance	$		652	$	1,986
Total realized and unrealized gains and (losses):
Included in net earnings			—		(6	)
Included in other comprehensive income			90		115
Sales			—		(974	)
Settlements			—		(500	)
Ending balance	$		742	$	621

For Level 3 assets measured at fair value on a recurring or non-recurring basis as of September 30, 2013, the significant unobservable inputs used in the fair value measurements are presented below.


(Dollars in thousands)	Carrying Amount		Valuation Technique	Significant Unobservable Input	Weighted Average of Input

Recurring:

Trust preferred securities	$	742	Discounted cash flow	Credit spread (basis points)	529 bp

Nonrecurring:

Impaired loans	$	5,390	Appraisal	Appraisal discounts (%)	15.3 %

Other real estate owned		4,585	Appraisal	Appraisal discounts (%)	8.8 %

Mortgage servicing rights, net		2,288	Discounted cash flow	Prepayment speed or CPR (%)	7.5 %

				Discount rate (%)	10.0 %

Fair Value of Financial Instruments

ASC 825, Financial Instruments , requires disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate that value. The assumptions used in the estimation of the fair value of the Company’s financial instruments are explained below. Where quoted market prices are not available, fair values are based on estimates using discounted cash flow analyses. Discounted cash flows can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The following fair value estimates cannot be substantiated by comparison to independent markets and should not be considered representative of the liquidation value of the Company’s financial instruments, but rather are a good–faith estimate of the fair value of financial instruments held by the Company. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements.

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

Loans, net

Fair values for loans were calculated using discounted cash flows. The discount rates reflected current rates at which similar loans would be made for the same remaining maturities. This method of estimating fair value does not incorporate the exit-price concept of fair value prescribed by ASC 820 and generally produces a higher value than an exit-price approach. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments.

Time Deposits

Fair values for time deposits were estimated using discounted cash flows. The discount rates were based on rates currently offered for deposits with similar remaining maturities.

Long-term debt

The fair value of the Company’s fixed rate long-term debt is estimated using discounted cash flows based on estimated current market rates for similar types of borrowing arrangements. The carrying amount of the Company’s variable rate long-term debt approximates its fair value.

The carrying value, related estimated fair value, and placement in the fair value hierarchy of the Company’s financial instruments at September 30, 2013 and December 31, 2012 are presented below. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets for which fair value approximates carrying value included cash and cash equivalents. Financial liabilities for which fair value approximates carrying value included noninterest-bearing demand, interest-bearing demand, and savings deposits due to these products having no stated maturity. In addition, financial liabilities for which fair value approximates carrying value included overnight borrowings such as federal funds purchased and securities sold under agreements to repurchase.


					Fair Value Hierarchy
(Dollars in thousands)	Carrying amount		Estimated fair value		Level 1 inputs		Level 2 inputs		Level 3 Inputs
September 30, 2013:
Financial Assets:
Loans, net (1)	$	374,759	$	383,699	$	—	$	—	$	383,699
Financial Liabilities:
Time Deposits	$	263,496	$	266,707	$	—	$	266,707	$	—
Long-term debt		22,217		23,505		—		23,505		—

December 31, 2012:
Financial Assets:
Loans, net (1)	$	391,470	$	399,533	$	—	$	—	$	399,533
Financial Liabilities:
Time Deposits	$	263,195	$	267,636	$	—	$	267,636	$	—
Long-term debt		47,217		51,752		—		51,752		—

(1)	Represents loans, net of unearned income and the allowance for loan losses.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion and analysis is designed to provide a better understanding of various factors related to the results of operations and financial condition of the Auburn National Bancorporation, Inc. (the “Company”) and its wholly owned subsidiary, AuburnBank (the “Bank”). This discussion is intended to supplement and highlight information contained in the accompanying unaudited condensed consolidated financial statements and related notes for the quarters and nine-month periods ended September 30, 2013 and 2012, as well as the information contained in our annual report on Form 10-K for the year ended December 31, 2012 and our quarterly reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013.

Special Notice Regarding Forward-Looking Statements

Certain of the statements made in this discussion and analysis and elsewhere, including information incorporated herein by reference to other documents, are “forward-looking statements” within the meaning of, and subject to, the protections of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “further,” “plan,” “point to,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

•

the effects of future economic, business and market conditions and changes, domestic and foreign, including seasonality;

•

governmental monetary and fiscal policies;

•

legislative and regulatory changes, including changes in banking, securities and tax laws, regulations and rules and their application by our regulators, including capital and liquidity requirements, and changes in the scope and cost of FDIC insurance;

•

changes in accounting policies, rules and practices;

•

the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest sensitive assets and liabilities, and the risks and uncertainty of the amounts realizable and the timing of dispositions of assets by the FDIC where we may have a participation or other interest;

•

changes in borrower credit risks and payment behaviors;

•

changes in the availability and cost of credit and capital in the financial markets, and the types of instruments that may be included as capital for regulatory purposes;

•

changes in the prices, values and sales volumes of residential and commercial real estate;

•

the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services;

•

the failure of assumptions and estimates underlying the establishment of allowances for possible loan and other asset impairments, losses and other estimates;

•

the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions;

•

changes in technology or products that may be more difficult, costly, or less effective than anticipated;

•

the effects of war or other conflicts, acts of terrorism or other catastrophic events that may affect general economic conditions;

•

the failure of assumptions and estimates, as well as differences in, and changes to, economic, market and credit conditions, including changes in borrowers’ credit risks and payment behaviors from those used in our loan portfolio stress tests and other evaluations;

•

the risks that our deferred tax assets could be reduced if estimates of future taxable income from our operations and tax planning strategies are less than currently estimated, and sales of our capital stock could trigger a reduction in the amount of net operating loss carry-forwards that we may be able to utilize for income tax purposes; and

•

the other factors and information in this report and other filings that we make with the SEC under the Exchange Act, including our annual report on Form 10-K for the year ended December 31, 2012 and subsequent quarterly and current reports. See Part II, Item 1A, “RISK FACTORS”.

All written or oral forward-looking statements that are made by or attributable to us are expressly qualified in their entirety by this cautionary notice. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made.

Business

The Company was incorporated in 1990 under the laws of the State of Delaware and became a bank holding company after it acquired its Alabama predecessor, which was a bank holding company established in 1984. The Bank, the Company’s principal subsidiary, is an Alabama state-chartered bank that is a member of the Federal Reserve System and has operated continuously since 1907. Both the Company and the Bank are headquartered in Auburn, Alabama. The Bank conducts its business primarily in East Alabama, including Lee County and surrounding areas. The Bank operates full-service branches in Auburn, Opelika, Valley, Hurtsboro, and Notasulga, Alabama. In-store branches are located in the Kroger and Wal-Mart SuperCenter stores in both Auburn and Opelika. The Bank also operates commercial loan production in Montgomery and Phenix City, Alabama.

Summary of Results of Operations


	Quarter ended September 30,				Nine months ended September 30,
(Dollars in thousands, except per share amounts)	2013		2012		2013		2012

Net interest income (a)	$	5,621	$	5,675	$	16,741	$	16,818
Less: tax-equivalent adjustment		351		416		1,098		1,246

Net interest income (GAAP)		5,270		5,259		15,643		15,572
Noninterest income		1,432		2,017		5,158		8,695

Total revenue		6,702		7,276		20,801		24,267
Provision for loan losses		—		1,550		400		2,750
Noninterest expense		4,274		3,770		13,224		15,360
Income tax expense		636		347		1,789		1,054

Net earnings	$	1,792	$	1,609	$	5,388	$	5,103

Basic and diluted earnings per share	$	0.49	$	0.44	$	1.48	$	1.40

(a)	Tax-equivalent. See “Table 1—Explanation of Non-GAAP Financial Measures.”

Financial Summary

The Company’s net earnings were $5.4 million for the first nine months of 2013, compared to $5.1 million for the first nine months of 2012. Basic and diluted earnings per share were $1.48 per share for the first nine months of 2013, compared to $1.40 per share for the first nine months of 2012.

Net interest income (tax-equivalent) was $16.7 million for the first nine months of 2013, compared to $16.8 million for the first nine months 2012. Net interest income (tax equivalent) declined slightly, despite continued improvement in the Company’s cost of funds, due to downward pressure on yields for earning assets. Average loans were $389.7 million in the first nine months of 2013, unchanged from the first nine months of 2012. Average deposits were $652.7 million in the first nine months of 2013, an increase of $21.5 million, or 3%, from the first nine months of 2012.

The provision for loan losses was $0.4 million and $2.8 million for the first nine months of 2013 and 2012, respectively. The Company’s annualized net charge-off ratio was 0.40% in the first nine months of 2013, compared to 1.24% in the first nine months of 2012. The decrease in the provision for loan losses was primarily due to a decline in net charge-offs and an improvement in the overall credit quality of the loan portfolio, including lower levels of adversely classified and nonperforming loans.

Noninterest income was $5.2 million for the first nine months of 2013, compared to $8.7 million in the first nine months of 2012. The decrease was primarily due to a non-recurring gain of $3.3 million realized in the first nine months of 2012 when the Company sold its interests in three affordable housing limited partnerships.

Noninterest expense was approximately $13.2 million in the first nine months of 2013 compared to $15.4 million in the first nine months of 2012. The decrease was primarily due to a decrease in prepayment penalties on long-term debt. During the first nine months of 2013, the Company repaid $25.0 million of long-term debt with a weighted average interest rate of 3.42% and incurred prepayment penalties of $2.0 million. During the first nine months of 2012, the Company repaid $38.0 million of long-term debt with a weighted average interest rate of 4.26% and incurred prepayment penalties of $3.7 million.

Income tax expense was approximately $2.3 million for the first nine months of 2013, compared to $1.1 million in the first nine months of 2012. The Company’s effective tax rate for the first nine months of 2013 was 24.93%, compared to 17.12% in the first nine months of 2012. The Company’s effective tax rate increased during the first nine months of 2013 when compared to the first nine months of 2012 primarily because the Company’s annualized effective tax rate for 2012 was reduced by the reversal of a deferred tax valuation allowance of $0.5 million related to capital loss carry-forwards.

In the first nine months of 2013, the Company paid cash dividends of $2.3 million, or $0.63 per share. The Company’s balance sheet remains “well capitalized” under current regulatory guidelines with a total risk-based capital ratio of 18.55% and a Tier 1 leverage ratio of 9.96% at September 30, 2013.

In the third quarter of 2013, net earnings were $1.8 million, of $0.49 per share, compared to $1.6 million, or $0.44 per share for the third quarter of 2012. Net interest income (tax-equivalent) was $5.6 million for the third quarter of 2013, compared to $5.7 million for the third quarter of 2012. Net interest income (tax-equivalent) declined slightly, despite improvement in the Company’s funding mix and cost of funds, due to the decline in yields on earning assets and a decrease in average loans. There was no provision for loan losses in the third quarter of 2013, compared to $1.6 million for the third quarter of 2012. The Company’s annualized net charge-off ratio was 0.53% in the third quarter of 2013, compared to 2.00% in the third quarter of 2012. The decrease in the provision for loan losses was due to the same factors described above. Noninterest income was $1.4 million in the third quarter of 2013, compared to 2.0 million in the third quarter of 2012. The decrease was primarily due to declines in mortgage lending income of $0.3 million and net securities gains of $0.2 million. Noninterest expense was $4.3 million in the third quarter of 2013, compared to $3.8 million in the third quarter of 2012. The increase was due to $0.5 million of prepayment penalties on long-term debt incurred during the third quarter of 2013, when the Company repaid $5.0 million of long-term debt with an interest rate of 3.58%. Income tax expense was approximately $0.6 million for the third quarter of 2013, compared to $0.3 million in the third quarter of 2012. The Company’s effective tax rate for the third quarter of 2013 was 26.19%, compared to 17.74% in the third quarter of 2012. The Company’s effective tax rate increased due to the same factors described above.

CRITICAL ACCOUNTING POLICIES

The accounting and financial reporting policies of the Company conform with U.S. generally accepted accounting principles and with general practices within the banking industry. In connection with the application of those principles, we have made judgments and estimates which, in the case of the determination of our allowance for loan losses, our assessment of other-than-temporary impairment, recurring and non-recurring fair value measurements, the valuation of other real estate owned, and the valuation of deferred tax assets, were critical to the determination of our financial position and results of operations. Other policies also require subjective judgment and assumptions and may accordingly impact our financial position and results of operations.

Except as discussed below, there have been no material changes to the Company’s critical accounting policies, estimates, and assumptions, or the judgments affecting the application of these estimates and assumptions in 2013.

Allowance for Loan Losses

Assessment for Other-Than-Temporary Impairment of Securities

On a quarterly basis, management makes an assessment to determine whether there have been events or economic circumstances to indicate that a security on which there is an unrealized loss is other-than-temporarily impaired. For equity securities with an unrealized loss, the Company considers many factors including the severity and duration of the impairment; the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value; and recent events specific to the issuer or industry. Equity securities for which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value with the write-down recorded as a realized loss in securities gains (losses).

For debt securities with an unrealized loss, an other-than-temporary impairment write-down is triggered when (1) the Company has the intent to sell a debt security, (2) it is more likely than not that the Company will be required to sell the debt security before recovery of its amortized cost basis, or (3) the Company does not expect to recover the entire amortized cost basis of the debt security. If the Company has the intent to sell a debt security or if it is more likely than not that that it will be required to sell the debt security before recovery, the other-than-temporary write-down is equal to the entire difference between the debt security’s amortized cost and its fair value. If the Company does not intend to sell the security or it is not more likely than not that it will be required to sell the security before recovery, the other-than-temporary impairment write-down is separated into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings and is the difference between the security’s amortized cost basis and the present value of its expected future cash flows. The remaining difference between the security’s fair value and the present value of future expected cash flows is due to factors that are not credit related and is recognized in other comprehensive income, net of applicable taxes.

Fair Value Determination

U.S. GAAP requires management to value and disclose certain of the Company’s assets and liabilities at fair value, including investments classified as available-for-sale and derivatives. ASC 820, Fair Value Measurements and Disclosures , which defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements. For more information regarding fair value measurements and disclosures, please refer to Note 8, Fair Value, of the consolidated financial statements that accompany this report.

Fair values are based on active market prices of identical assets or liabilities when available. Comparable assets or liabilities or a composite of comparable assets in active markets are used when identical assets or liabilities do not have readily available active market pricing. However, some of the Company’s assets or liabilities lack an available or comparable trading market characterized by frequent transactions between willing buyers and sellers. In these cases, fair value is estimated using pricing models that use discounted cash flows and other pricing techniques. Pricing models and their underlying assumptions are based upon management’s best estimates for appropriate discount rates, default rates, prepayments, market volatility and other factors, taking into account current observable market data and experience.

These assumptions may have a significant effect on the reported fair values of assets and liabilities and the related income and expense. As such, the use of different models and assumptions, as well as changes in market conditions, could result in materially different net earnings and retained earnings results.

Other Real Estate Owned

Other real estate owned (“OREO”), consists of properties obtained through foreclosure or in satisfaction of loans and is reported at the lower of cost or fair value, less estimated costs to sell at the date acquired with any loss recognized as a charge-off through the allowance for loan losses. Additional OREO losses for subsequent valuation adjustments are determined on a specific property basis and are included as a component of other noninterest expense along with holding costs. Any gains or losses on disposal of OREO are also reflected in noninterest expense. Significant judgments and complex estimates are required in estimating the fair value of OREO, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. As a result, the net proceeds realized from sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to determine the fair value of other OREO.

Deferred Tax Asset Valuation

A valuation allowance is recognized for a deferred tax asset if, based on the weight of available evidence, it is more-likely-than-not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of taxable income over the last three years and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will realize the benefits of these deductible differences at September 30, 2013. The amount of the deferred tax assets considered realizable, however, could be reduced if estimates of future taxable income are reduced.

RESULTS OF OPERATIONS

Average Balance Sheet and Interest Rates


	Nine months ended September 30,
	2013				2012
(Dollars in thousands)	Average Balance		Yield/ Rate		Average Balance		Yield/ Rate

Loans and loans held for sale	$	393,148		5.32%	$	394,359		5.52%
Securities—taxable		195,863		1.91%		206,713		1.98%
Securities—tax-exempt		68,982		6.26%		78,409		6.25%

Total securities		264,845		3.05%		285,122		3.15%
Federal funds sold		50,372		0.21%		20,288		0.21%
Interest bearing bank deposits		3,672		0.62%		880		—

Total interest-earning assets		712,037		4.09%		700,649		4.40%

Deposits:
NOW		102,294		0.32%		100,597		0.36%
Savings and money market		170,086		0.52%		154,076		0.57%
Certificates of deposits less than $100,000		105,627		1.39%		109,383		1.66%
Certificates of deposits and other time deposits of $100,000 or more		155,455		1.80%		161,196		2.11%

Total interest-bearing deposits		533,462		1.03%		525,252		1.23%
Short-term borrowings		2,773		0.48%		3,088		0.56%
Long-term debt		34,946		3.60%		49,752		3.74%

Total interest-bearing liabilities		571,181		1.18%		578,092		1.44%

Net interest income and margin (tax-equivalent)	$	16,741		3.14%	$	16,818		3.21%

Net Interest Income and Margin

Net interest income (tax-equivalent) was $16.7 million and $16.8 million in the first nine months of 2013 and 2012, respectively, as continued improvement in the Company’s funding mix and cost of funds largely offset declining yields on earning assets. Although net interest income declined slightly, management continues to seek to increase earnings by growing the Company’s loan portfolio (in total and as a percentage of earning assets), focusing on deposit pricing, and repaying higher-cost wholesale funding sources. These efforts to increase earnings were offset by management’s decision to reduce its securities portfolio as a percentage of total interest earning assets and carry higher levels of short-term interest earning assets (e.g. federal funds sold). As a result, the Company’s net interest margin (tax-equivalent) declined to 3.14% in the first nine months of 2013, compared to 3.21% for the first nine months of 2012.

The tax-equivalent yield on total interest-earning assets decreased by 31 basis points in the first nine months of 2013 from the first nine months of 2012 to 4.09%. The decrease was primarily due to the shift in our asset mix described above, lower reinvestment yields in the securities portfolio, and increased pricing competition for quality loan opportunities in our markets, which has limited the Company’s ability to increase loans, generally, as well as the yields on new and renewed loans over the last several quarters.

The cost of total interest-bearing liabilities decreased 26 basis points in the first nine months of 2013 from the first nine months of 2012 to 1.18%. The net decrease was largely a result of the continued shift in our deposit mix, as we increased our lower-cost noninterest-bearing demand deposits, interest bearing demand deposits (NOW accounts), and savings and money market accounts and concurrently reduced balances of higher-cost certificates of deposit and other higher-cost time deposits and long-term debt (i.e. wholesale funding).

The Company continues to deploy various asset liability management strategies to manage its risk to interest rate fluctuations. The Company’s net interest margin could experience pressure due to lower reinvestment yields in the securities portfolio given the current interest rate environment, increased competition for quality loan opportunities, and fewer opportunities to reduce our cost of funds due to the low level of deposit rates currently.

Provision for Loan Losses

The provision for loan losses represents a charge to earnings necessary to provide an allowance for loan losses that management believes, based on its processes and estimates, should be adequate to provide for the probable losses on outstanding loans. The provisions for loan losses amounted to $0.4 million and $2.8 million for the nine months ended September 30, 2013 and 2012, respectively. The decrease in the provision for loan losses was primarily due to a decline in net charge-offs and improvement in the overall credit quality of the loan portfolio, including lower levels of adversely classified and nonperforming loans.

Based upon its assessment of the loan portfolio, management adjusts the allowance for loan losses to an amount it believes should be appropriate to adequately cover its estimate of probable losses in the loan portfolio. The Company’s allowance for loan losses as a percentage of total loans was 1.56% at September 30, 2013, compared to 1.69% at December 31, 2012. While the policies and procedures used to estimate the allowance for loan losses, as well as the resulting provision for loan losses charged to operations, are considered adequate by management and are reviewed from time to time by our regulators, they are based on estimates and judgments and are therefore approximate and imprecise. Factors beyond our control (such as conditions in the local and national economy, local real estate markets, or industry conditions) may have a material adverse effect on our asset quality and the adequacy of our allowance for loan losses resulting in significant increases in the provision for loan losses.

Noninterest Income


	Quarter ended September 30,				Nine months ended September 30,
(Dollars in thousands)	2013		2012		2013		2012

Service charges on deposit accounts	$	224	$	268	$	707	$	838
Mortgage lending income		750		1,038		2,397		2,492
Bank-owned life insurance		93		120		289		332
Gain on sale of affordable housing investments		—		—		—		3,268
Securities gains, net		—		178		679		608
Other		365		413		1,086		1,157

Total noninterest income	$	1,432	$	2,017	$	5,158	$	8,695

Service charges on deposit accounts decreased primarily due to a decline in insufficient funds charges, reflecting changes in customer behavior and spending patterns.

The Company’s income from mortgage lending was primarily attributable to the (1) origination and sale of new mortgage loans and (2) servicing of mortgage loans. Origination income, net, is comprised of gains or losses from the sale of the mortgage loans originated, origination fees, underwriting fees and other fees associated with the origination of loans, which are netted against the commission expense associated with these originations. The Company’s normal practice is to originate mortgage loans for sale in the secondary market and to either sell or retain the associated mortgage servicing rights (“MSRs”) when the loan is sold.

MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage loan is sold. Subsequent to the date of transfer, the Company has elected to measure its MSRs under the amortization method. Servicing fee income is reported net of any related amortization expense.

MSRs are also evaluated for impairment periodically. Impairment is determined by grouping MSRs by common predominant characteristics, such as interest rate and loan type. If the aggregate carrying amount of a particular group of MSRs exceeds the group’s aggregate fair value, a valuation allowance for that group is established. The valuation allowance is adjusted as the fair value changes. An increase in mortgage interest rates typically results in an increase in the fair value of the MSRs while a decrease in mortgage interest rates typically results in a decrease in the fair value of MSRs.

The following table presents a breakdown of the Company’s mortgage lending income.


	Quarter ended September 30,					Nine months ended September 30,
(Dollars in thousands)	2013		2012			2013		2012

Origination income	$	435	$	1,072		$	1,693	$	2,488
Servicing fees, net		143		67			331		214
Decrease (increase) in MSR valuation allowance		172		(101	)		373		(210	)

Total mortgage lending income	$	750	$	1,038		$	2,397	$	2,492

The decrease in mortgage lending income was primarily due to a decline in origination income as refinance activity slowed. This decline was partially offset by a decrease in the valuation allowance for amortized MSRs and an increase in net servicing fees. Changes in the valuation allowance for amortized MSRs are recognized in earnings as a component of mortgage lending income. The decrease in the valuation allowance was primarily due to a slowing of prepayment speeds, which increased the value of our amortized MSRs.

The Company realized a gain on sale of $3.3 million during the first nine months of 2012 related to the sale of its interests in three affordable housing limited partnerships in January 2012. There were no such transactions in 2013.

Net securities gains consist of realized gains and losses on the sale of securities and other-than-temporary impairment charges. Net gains on the sale of securities were $679,000 for the first nine months of 2013, compared to net gains on the sale of securities of $738,000 for the first nine months of 2012. The Company incurred no other-than-temporary impairment charges for the first nine months of 2013, compared to $130,000 for the first nine months of 2012, which related to trust preferred securities.

There were no realized gains or losses on the sale of securities for the third quarter of 2013, compared to net gains on the sale of securities of $178,000 for the third quarter of 2012. The Company incurred no other-than-temporary impairment charges for the third quarter of 2013 and 2012.

Noninterest Expense


	Quarter ended September 30,				Nine months ended September 30,
(Dollars in thousands)	2013		2012		2013		2012

Salaries and benefits	$	2,139	$	2,209	$	6,503	$	6,557
Net occupancy and equipment		346		345		1,010		1,019
Professional fees		197		163		582		538
FDIC and other regulatory assessments		130		153		467		521
Other real estate owned, net		68		119		111		182
Prepayment penalty on long-term debt		541		—		2,012		3,720
Other		853		781		2,539		2,823

Total noninterest expense	$	4,274	$	3,770	$	13,224	$	15,360

Salaries and benefits expense declined due to a reduction in full-time equivalents, lower group health insurance costs and officer bonus accruals. This decrease was partially offset by routine increases in salaries and wages. Beginning in 2013, the Company returned to a fully insured group health plan and was able to lower its benefits costs compared to 2012. Previously, the Company’s group health plan was self insured.

During the first nine months of 2013, the Company repaid $25.0 million of long-term debt with a weighted average interest rate of 3.42% and incurred prepayment penalties of $2.0 million. These prepayments included $5.0 million of long-term debt with an interest rate of 3.58% and prepayment penalties of $0.5 million during the third quarter of 2013. During the first nine months of 2012, the Company repaid $38.0 million of long-term debt with a weighted average interest rate of 4.26% and incurred prepayment penalties of $3.7 million.

Income Tax Expense

Income tax expense was approximately $1.8 million for the first nine months of 2013, compared to $1.1 million in the first nine months of 2012. The Company’s effective tax rate for the first nine months of 2013 was 24.93%, compared to 17.12% in the first nine months of 2012. The Company’s effective tax rate increased during the first nine months of 2013 when compared to the first nine months of 2012 primarily because the Company’s annualized effective tax rate for 2012 was reduced by the reversal of a deferred tax valuation allowance of $0.5 million related to capital loss carry-forwards.

BALANCE SHEET ANALYSIS

Securities

Securities available-for-sale were $259.5 million as of September 30, 2013 and December 31, 2012, respectively. Unrealized net losses on securities available-for-sale were $3.6 million at September 30, 2013 compared to unrealized net gains of $8.2 million at December 31, 2012. The change in unrealized gains (losses) on securities available-for-sale was due to an increase in long-term interest rates during the first nine months of 2013.

The average tax-equivalent yields earned on total securities were 3.05% in the first nine months of 2013 and 3.15% in the first nine months of 2012.

Loans


	2013									2012
(In thousands)	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter

Commercial and industrial	$	58,766			56,030			55,736			59,334			58,579
Construction and land development		37,062			45,886			41,104			37,631			40,573
Commercial real estate		170,520			177,291			178,993			183,611			183,757
Residential real estate		102,565			99,021			102,978			105,631			103,319
Consumer installment		12,170			12,747			12,026			12,219			11,747

Total loans		381,083			390,975			390,837			398,426			397,975
Less: unearned income		(378	)		(249	)		(267	)		(233	)		(237)

Loans, net of unearned income	$	380,705			390,726			390,570			398,193			397,738

Total loans, net of unearned income, were $380.7 million at September 30, 2013, compared to $398.2 million at December 31, 2012. The decrease in total loans was primarily due to a $13.1 million decline in the commercial real estate portfolio as loan payoffs exceeded new loan originations. Included in these payoffs were three nonaccrual loans that had carrying amounts of $5.9 million at December 31, 2012. Four loan categories represented the majority of the loan portfolio at September 30, 2013: commercial real estate (45%), residential real estate (27%), construction and land development (10%) and commercial and industrial (15%). Approximately 33% of the Company’s commercial real estate loans were classified as owner-occupied at September 30, 2013.

Within the residential real estate portfolio segment, the Company had junior lien mortgages of approximately $16.3 million, or 4% of total loans, at September 30, 2013, compared to $15.8 million, or 4% of total loans, at December 31, 2012. For residential real estate mortgage loans with a consumer purpose, approximately $1.1 million and $1.3 million required interest-only payments at September 30, 2013 and December 31, 2012, respectively. The Company’s residential real estate mortgage portfolio does not include any option ARM loans, subprime loans, or any material amount of other high-risk consumer mortgage products.

Purchased loan participations included in the Company’s loan portfolio were approximately $1.4 million and $3.1 million at September 30, 2013 and December 31, 2012, respectively. All purchased loan participations are underwritten by the Company independent of the selling bank. In addition, all loans, including purchased participations, are evaluated for collectability during the course of the Company’s normal loan review procedures. If the Company deems a participation loan impaired, it applies the same accounting policies and procedures described under “CRITICAL ACCOUNTING POLICIES – Allowance for Loan Losses”.

The average yield earned on loans and loans held for sale was 5.32% in the first nine months of 2013 and 5.52% in the first nine months of 2012.

The specific economic and credit risks associated with our loan portfolio include, but are not limited to, the effects of current economic conditions on our borrowers’ cash flows, real estate market sales volumes, valuations, availability and cost of financing properties, real estate industry concentrations, deterioration in certain credits, interest rate fluctuations, reduced collateral values or non-existent collateral, title defects, inaccurate appraisals, financial deterioration of borrowers, fraud, and any violation of applicable laws and regulations.

The Company attempts to reduce these economic and credit risks by adhering to loan to value (“LTV”) guidelines for collateralized loans, investigating the creditworthiness of borrowers and monitoring borrowers’ financial position. Also, we establish and periodically review our lending policies and procedures. Banking regulations limit a bank’s credit exposure by prohibiting unsecured loan relationships that exceed 10% of the Bank’s capital accounts; or 20% of capital accounts if loans in excess of 10% are fully secured. Under these regulations, we are prohibited from having unsecured loan relationships in excess of approximately $16.0 million. Furthermore, we have an internal limit for aggregate credit exposure (loans outstanding plus unfunded commitments) to a single borrower of $14.4 million. Our loan policy requires that the Loan Committee of the Board of Directors approve any loan relationships that exceed this internal limit. At September 30, 2013, the Company had no loan relationships exceeding these limits.

We periodically analyze our commercial loan portfolio to determine if a concentration of credit risk exists in any one or more industries. We use classification systems broadly accepted by the financial services industry in order to categorize our commercial borrowers. Loan concentrations to borrowers in the following classes exceeded 25% of the Bank’s total risk-based capital at September 30, 2013 (and related balances at December 31, 2012).


(In thousands)	September 30, 2013		December 31, 2012

Lessors of 1 to 4 family residential properties	$	45,533	$	47,544
Multi-family residential properties		29,761		30,392
Shopping centers		25,225		20,760
Office buildings		19,445		20,925

Allowance for Loan Losses

The Company maintains the allowance for loan losses at a level that management believes appropriate to adequately cover the Company’s estimate of probable losses inherent in the loan portfolio. At September 30, 2013 and December 31, 2012, the allowance for loan losses was $5.9 million and $6.7 million, respectively, which management believed to be adequate at each of the respective dates. The judgments and estimates associated with the determination of the allowance for loan losses are described under “CRITICAL ACCOUNTING POLICIES.”

A summary of the changes in the allowance for loan losses and certain asset quality ratios for the third quarter of 2013 and the previous four quarters is presented below.


	2013									2012
(Dollars in thousands)	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter

Balance at beginning of period	$	6,457			6,769			6,723			6,045			6,503
Charge-offs:
Commercial and industrial		(177	)		—			(68	)		(42	)		(152)
Construction and land development		(137	)		—			(39	)		—			—
Commercial real estate		(103	)		(118	)		—			(340	)		(1,626)
Residential real estate		(144	)		(189	)		(266	)		(110	)		(324)
Consumer installment		—			(45	)		(17	)		(17	)		(35)

Total charge-offs		(561	)		(352	)		(390	)		(509	)		(2,137)
Recoveries		50			40			36			122			129

Net charge-offs		(511	)		(312	)		(354	)		(387	)		(2,008)
Provision for loan losses		—			—			400			1,065			1,550

Ending balance	$	5,946			6,457			6,769			6,723			6,045

as a % of loans		1.56	%		1.65			1.73			1.69			1.52
as a % of nonperforming loans		134	%		138			143			64			44
Annualized net charge-offs as % of average loans		0.53	%		0.32			0.36			0.39			2.00

As described under “CRITICAL ACCOUNTING POLICIES,” management assesses the adequacy of the allowance prior to the end of each calendar quarter. The level of the allowance is based upon management’s evaluation of the loan portfolios, past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the 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. This evaluation is inherently subjective as it requires various material estimates and judgments, including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. The ratio of our allowance for loan losses to total loans outstanding was 1.56% at September 30, 2013, compared to 1.69% at December 31, 2012. In the future, the allowance to total loans outstanding ratio will increase or decrease to the extent the factors that influence our quarterly allowance assessment in their entirety either improve or weaken. In addition, our regulators, as an integral part of their examination process, will periodically review the Company’s allowance for loan losses, and may require the Company to make additional provisions to the allowance for losses based on their judgement about information available to them at the time of their examinations.

At September 30, 2013, the ratio of our allowance for loan losses as a percentage of nonperforming loans was 134%, compared to 64% at December 31, 2012. The increase was primarily due to payoffs received on three nonperforming commercial real estate loans during the first quarter of 2013 with a total recorded investment of $5.9 million and no related allowance for loan losses at December 31, 2012. Excluding these nonperforming loans, the ratio of our allowance for loan losses as a percentage of nonperforming loans was 144% at December 31, 2012.

At September 30, 2013, the Company’s recorded investment in loans considered impaired was $5.7 million, with a corresponding valuation allowance (included in the allowance for loan losses) of $0.3 million. At December 31, 2012, the Company’s recorded investment in loans considered impaired was $10.5 million, with a corresponding valuation allowance (included in the allowance for loan losses) of $0.3 million.

Nonperforming Assets

At September 30, 2013, the Company had $9.0 million in nonperforming assets, compared to $15.5 million at December 31, 2012. Nonperforming assets decreased primarily due to payoffs received on three nonperforming commercial real estate loans during the first quarter of 2013 with a total recorded investment of $5.9 million at December 31, 2012. The majority of the balance in nonperforming assets at September 30, 2013 related to deterioration in the commercial real estate and construction and land development loan portfolios.

The table below provides information concerning total nonperforming assets and certain asset quality ratios for the third quarter of 2013 and the previous four quarters.


	2013							2012
(Dollars in thousands)	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter

Nonperforming assets:
Nonaccrual loans	$	4,425			4,664		4,748		10,535		13,635
Other real estate owned		4,585			3,609		4,810		4,919		4,925

Total nonperforming assets	$	9,010			8,273		9,558		15,454		18,560

as a % of loans and other real estate owned		2.34	%		2.10		2.42		3.83		4.61
as a % of total assets		1.21	%		1.08		1.24		2.03		2.46
Nonperforming loans as a % of total loans		1.16	%		1.19		1.22		2.65		3.43
Accruing loans 90 days or more past due	$	99			—		—		58		13

The table below provides information concerning the composition of nonaccrual loans for the third quarter of 2013 and the previous four quarters.


	2013						2012
(In thousands)	Third Quarter		Second Quarter		First Quarter		Fourth Quarter		Third Quarter

Nonaccrual loans:
Commercial and industrial	$	56		57		59		60		93
Construction and land development		1,592		1,601		1,615		1,706		3,840
Commercial real estate		1,467		1,484		1,610		6,714		7,207
Residential real estate		1,310		1,520		1,459		2,055		2,495
Consumer installment		—		2		5		—		—

Total nonaccrual loans	$	4,425		4,664		4,748		10,535		13,635

The Company discontinues the accrual of interest income when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected or (2) the principal or interest is 90 days or more past due, unless the loan is both well-secured and in the process of collection. At September 30, 2013, the Company had $4.4 million in loans on nonaccrual, compared to $10.5 million at December 31, 2012.

At September 30, 2013, there were $99,000 in loans 90 days or more past due and still accruing interest compared to $58,000 at December 31, 2012.

The table below provides information concerning the composition of other real estate owned for the third quarter of 2013 and the previous four quarters.


	2013						2012
(In thousands)	Third Quarter		Second Quarter		First Quarter		Fourth Quarter		Third Quarter

Other real estate owned:
Commercial:
Buildings	$	1,829		535		540		608		707
Developed lots		1,275		1,275		1,275		1,275		1,285
Residential:
Condominiums		—		—		—		425		982
Undeveloped land		242		242		1,464		1,464		1,671
Other		1,239		1,557		1,531		1,147		280

Total other real estate owned	$	4,585		3,609		4,810		4,919		4,925

At September 30, 2013 and December 31, 2012, respectively, the Company held $4.6 million and $4.9 million in OREO, which we acquired from borrowers. At September 30, 2013, approximately 73% of the total balance in OREO related to properties acquired from three borrowers with a total carrying value of $3.3 million.

Potential Problem Loans

Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by the Federal Reserve, the Company’s primary regulator, for loans classified as substandard, excluding nonaccrual loans. Potential problem loans, which are not included in nonperforming assets, amounted to $11.1 million, or 2.9% of total loans at September 30, 2013, compared to $12.6 million, or 3.2% of total loans at December 31, 2012.

The table below provides information concerning the composition of performing potential problem loans for the third quarter of 2013 and the previous four quarters.


	2013						2012
(In thousands)	Third Quarter		Second Quarter		First Quarter		Fourth Quarter		Third Quarter

Potential problem loans:
Commercial and industrial	$	750		884		555		563		503
Construction and land development		1,118		1,201		1,288		1,125		852
Commercial real estate		1,700		1,833		2,843		2,727		2,753
Residential real estate		7,417		7,772		7,939		7,978		8,022
Consumer installment		161		146		197		214		206

Total potential problem loans	$	11,146		11,836		12,822		12,607		12,336

At September 30, 2013, approximately $0.7 million or 6.2% of total potential problem loans were past due at least 30 days but less than 90 days. At September 30, 2013, the remaining balance of potential problem loans were current or past due less than 30 days.

The following table is a summary of the Company’s performing loans that were past due at least 30 days but less than 90 days for the third quarter of 2013 and the previous four quarters.


	2013						2012
(In thousands)	Third Quarter		Second Quarter		First Quarter		Fourth Quarter		Third Quarter

Performing loans past due 30 to 89 days:
Commercial and industrial	$	444		329		47		173		393
Construction and land development		—		—		135		8		—
Commercial real estate		49		1,498		—		230		—
Residential real estate		489		501		403		1,537		718
Consumer installment		40		147		36		62		27

Total	$	1,022		2,475		621		2,010		1,138

Deposits

Total deposits were $650.4 million at September 30, 2013, compared to $636.8 million at December 31, 2012. Noninterest bearing deposits were $119.0 million, or 18.3% of total deposits, at September 30, 2013, compared to $118.0 million, or 18.5% of total deposits at December 31, 2012. The increase in total deposits of $13.6 million reflects growth and changes in customer preferences for short-term instruments in a low interest rate environment.

The average rate paid on total interest-bearing deposits was 1.03% in the first nine months of 2013 and 1.23% in the first nine months of 2012.

Other Borrowings

Other borrowings consist of short-term borrowings and long-term debt. Short-term borrowings consist of federal funds purchased and securities sold under agreements to repurchase with an original maturity less than one year. The Bank had available federal funds lines totaling $41.0 million and $40.0 million with none outstanding at September 30, 2013 and December 31, 2012, respectively. Securities sold under agreements to repurchase totaled $2.7 million at September 30, 2013 and December 31, 2012, respectively.

The average rate paid on short-term borrowings was 0.48% in the first nine months of 2013 and 0.56% in the first nine months of 2012.

Long-term debt includes FHLB advances with an original maturity greater than one year, securities sold under agreements to repurchase with an original maturity greater than one year, and subordinated debentures related to trust preferred securities. The Bank had $5.0 million and $25.0 million in long-term FHLB advances at September 30, 2013 and December 31, 2012, respectively. During the first nine months of 2013, the Company repaid $20.0 million of FHLB advances with a weighted average interest rate of 3.38%. In addition, the Bank had $10.0 million and $15.0 million in securities sold under agreements to repurchase with an original maturity greater than one year at September 30, 2013 and December 31, 2012, respectively. During the first nine months of 2013, the Company repaid $5.0 million of its long-term securities sold under agreements to repurchase with an interest rate of 3.58%. At both September 30, 2013 and December 31, 2012, the Bank had $7.2 million in junior subordinated debentures related to trust preferred securities outstanding.

The average rate paid on long-term debt was 3.60% in the first nine months of 2013 and 3.74% in the first nine months of 2012.

CAPITAL ADEQUACY

The Company’s consolidated stockholders’ equity was $65.8 million and $70.1 million as of September 30, 2013 and December 31, 2012, respectively. The change from December 31, 2012 was primarily driven by an other comprehensive loss due to the change in unrealized gains (losses) on securities available-for-sale of $7.4 million and cash dividends paid of $2.3 million, partially offset by net earnings of $5.4 million.

The Company’s tier 1 leverage ratio was 9.96%, tier 1 risk-based capital ratio was 17.29% and total risk-based capital ratio was 18.55% at September 30, 2013. These ratios exceed the minimum regulatory capital percentages of 5.0% for tier 1 leverage ratio, 6.0% for tier 1 risk-based capital ratio and 10.0% for total risk-based capital ratio to be considered “well-capitalized.” Based on current regulatory standards, the Company is classified as “well capitalized.”

MARKET AND LIQUIDITY RISK MANAGEMENT

Management’s objective is to manage assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of established liquidity, loan, investment, borrowing, and capital policies. The Bank’s Asset Liability Management Committee (“ALCO”) is charged with the responsibility of monitoring these policies, which are designed to ensure acceptable composition of asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management.

Interest Rate Sensitivity Management

In the normal course of business, the Company is exposed to market risk arising from fluctuations in interest rates. ALCO measures and evaluates interest rate risk so that the Bank can meet customer demands for various types of loans and deposits. Measurements used to help manage interest rate sensitivity include an earnings simulation model and an economic value of equity model.

Management uses earnings simulation modeling to estimate and manage interest rate risk. Forecasted levels of earning assets, interest-bearing liabilities, and off-balance sheet financial instruments are combined with ALCO forecasts of market interest rates for the next 12 months and are combined with other factors in order to produce various earnings simulations and estimates. To limit interest rate risk, we have guidelines for earnings at risk which seek to limit the variance of net interest income to less than a 10% decline for a 200 basis point change up or down in rates from management’s flat interest rate forecast over the next twelve months. The results of our current simulation model indicate that we were in compliance with our current guidelines at September 30, 2013.

Economic value of equity measures the extent that estimated economic values of our assets, liabilities and off-balance sheet items will change as a result of interest rate changes. Economic values are estimated by discounting expected cash flows from assets, liabilities and off-balance sheet items, which establishes a base case economic value of equity. To help limit interest rate risk, we have a guideline stating that for a 200 basis point instantaneous change in interest rates up or down, the economic value of equity should not decrease by more than 25%. The results of our current economic value of equity model indicate that we were in compliance with our guidelines at September 30, 2013.

Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income will be affected by changes in interest rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates, and other economic and market factors, including market perceptions. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types of assets and liabilities may lag behind changes in general market rates. In addition, certain assets, such as adjustable rate mortgage loans, have features (generally referred to as “interest rate caps and floors”) which limit changes in interest rates. Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the maturity of certain instruments. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates or economic stress, which may differ across industries and economic sectors. ALCO reviews each of the above interest rate sensitivity analyses along with several different interest rate scenarios in seeking satisfactory, consistent levels of profitability within the framework of the Company’s established liquidity, loan, investment, borrowing, and capital policies.

The Company may also use derivative financial instruments to improve the balance between interest-sensitive assets and interest-sensitive liabilities and as one tool to manage interest rate sensitivity while continuing to meet the credit and deposit needs of our customers. From time to time, the Company may enter into interest rate swaps (“swaps”) to facilitate customer transactions and meet their financing needs. These swaps qualify as derivatives, but are not designated as hedging instruments. At September 30, 2013 and December 31, 2012, the Company had no derivative contracts designated as part of a hedging relationship to assist in managing its interest rate sensitivity.

Liquidity Risk Management

Liquidity is the Company’s ability to convert assets into cash equivalents in order to meet daily cash flow requirements, primarily for deposit withdrawals, loan demand and maturing obligations. Without proper management of its liquidity, the Company could experience higher costs of obtaining funds due to insufficient liquidity, while excessive liquidity can lead to a decline in earnings due to the cost of foregoing alternative higher-yielding investment opportunities.

Liquidity is managed at two levels. The first is the liquidity of the Company. The second is the liquidity of the Bank. The management of liquidity at both levels is essential, because the Company and the Bank are separate legal entities with different funding needs and sources, and each are subject to regulatory guidelines and requirements.

The primary source of funding and the primary source of liquidity for the Company include dividends received from the Bank, and secondarily proceeds from the possible issuance of common stock or other securities. Primary uses of funds for the Company include dividends paid to stockholders, stock repurchases, and interest payments on junior subordinated debentures issued by the Company in connection with trust preferred securities. The junior subordinated debentures are presented as long-term debt in the accompanying Consolidated Balance Sheets and the related trust preferred securities are currently includible in Tier 1 Capital for regulatory capital purposes.

Primary sources of funding for the Bank include customer deposits, other borrowings, repayment and maturity of securities, sales of securities, and sale and repayment of loans. The Bank has access to federal funds lines from various banks and borrowings from the Federal Reserve discount window. In addition to these sources, the Bank has participated in the FHLB’s advance program to obtain funding for its growth. Advances include both fixed and variable terms and are taken out with varying maturities. At September 30, 2013, the Bank had a remaining available line of credit with the FHLB totaling $219.3 million. At September 30, 2013, the Bank also had $41.0 million of available federal funds lines with none outstanding. Primary uses of funds include repayment of maturing obligations and growing the loan portfolio.

Management believes that the Company and the Bank have adequate sources of liquidity to meet all known contractual obligations and unfunded commitments, including loan commitments and reasonable borrower, depositor, and creditor requirements over the next twelve months.

Off-Balance Sheet Arrangements, Commitments and Contingencies

At September 30, 2013, the Bank had outstanding standby letters of credit of $8.8 million and unfunded loan commitments outstanding of $37.5 million. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, the Bank could liquidate federal funds sold or a portion of securities available-for-sale, or draw on its available credit facilities.

Mortgage lending activities

Since 2009, we have primarily sold residential mortgage loans in the secondary market to Fannie Mae while retaining the servicing of these loans. The sale agreements for these residential mortgage loans with Fannie Mae and other investors include various representations and warranties regarding the origination and characteristics of the residential mortgage loans. Although the representations and warranties vary among investors, they typically cover ownership of the loan, validity of the lien securing the loan, the absence of delinquent taxes or liens against the property securing the loan, compliance with loan criteria set forth in the applicable agreement, compliance with applicable federal, state, and local laws, among other matters.

As of September 30, 2013, the unpaid principal balance of the residential mortgage loans, which we have originated and sold, but retained the servicing rights was $356.8 million. Although these loans are generally sold on a non-recourse basis, except for breaches of customary seller representations and warranties, we may have to repurchase residential mortgage loans in cases where we breach such representations or warranties or the other terms of the sale, such as where we fail to deliver required documents or the documents we deliver are defective. Investors also may require the repurchase of a mortgage loan when an early payment default underwriting review reveals significant underwriting deficiencies, even if the mortgage loan has subsequently been brought current. Repurchase demands are typically reviewed on an individual loan by loan basis to validate the claims made by the investor and to determine if a contractually required repurchase event has occurred. We seek to reduce and manage the risks of potential repurchases or other claims by mortgage loan investors through our underwriting, quality assurance and servicing practices, including good communications with our residential mortgage investors.

We were not required to repurchase any residential mortgage loans in the first nine months of 2013. During the full year 2012, we repurchased one residential mortgage loan with an unpaid principal balance of $0.3 million. This loan was current as to principal and interest at the time of repurchase, and we incurred no losses upon repurchase.

We service all residential mortgage loans originated and sold by us to Fannie Mae. As servicer, our primary duties are to: (1) collect payments due from borrowers; (2) advance certain delinquent payments of principal and interest; (3) maintain and administer any hazard, title, or primary mortgage insurance policies relating to the mortgage loans; (4) maintain any required escrow accounts for payment of taxes and insurance and administer escrow payments; and (5) foreclose on defaulted mortgage loans or take other actions to mitigate the potential losses to investors consistent with the agreements governing our rights and duties as servicer.

The agreement under which we act as servicer generally specifies a standard of responsibility for actions taken by us in such capacity and provides protection against expenses and liabilities incurred by us when acting in compliance with the respective servicing agreements. However, if we commit a material breach of our obligations as servicer, we may be subject to termination if the breach is not cured within a specified period following notice. The standards governing servicing and the possible remedies for violations of such standards are determined by servicing guides issued by Fannie Mae as well as the contract provisions established between Fannie Mae and the Bank. Remedies could include repurchase of an affected loan.

Although to date repurchase requests related to representation and warranty provisions, and servicing activities have been limited, it is possible that requests to repurchase mortgage loans may increase in frequency if investors more aggressively pursue all means of recovering losses on their purchased loans. As of September 30, 2013, we believe that this exposure is not material due to the historical level of repurchase requests and loss trends, in addition to the fact that 99.5% of our residential mortgage loans serviced for Fannie Mae were current as of such date. We maintain ongoing communications with our investors and will continue to evaluate this exposure by monitoring the level and number of repurchase requests as well as the delinquency rates in our investor portfolios.

Effects of Inflation and Changing Prices

The Condensed Consolidated Financial Statements and related consolidated financial data presented herein have been prepared in accordance with U.S. generally accepted accounting principles and practices within the banking industry which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.

CURRENT ACCOUNTING DEVELOPMENTS

The following Update has been issued by the FASB but is not yet effective:

•

ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.

Information about this pronouncement is described in more detail below.

ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, is expected to eliminate diversity in practice as it provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss (NOL) carryforward, a similar tax loss, or a tax credit carryforward exists. These changes are effective for the Company in the first quarter of 2014 with prospective application applied to all unrecognized tax benefits that exist at the effective date. Early adoption and retrospective application are permitted. The Company is evaluating the impact this ASU will have on our consolidated financial statements.

Table 1 – Explanation of Non-GAAP Financial Measures

In addition to results presented in accordance with U.S. generally accepted accounting principles (GAAP), this quarterly report on Form 10-Q includes certain designated net interest income amounts presented on a tax-equivalent basis, a non-GAAP financial measure, including the presentation of total revenue and the calculation of the efficiency ratio.

The Company believes the presentation of net interest income on a tax-equivalent basis provides comparability of net interest income from both taxable and tax-exempt sources and facilitates comparability within the industry. Although the Company believes these non-GAAP financial measures enhance investors’ understanding of its business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented below.

2013

2012

(in thousands)

Third
Quarter

Second
Quarter

First
Quarter

Fourth
Quarter

Third
Quarter

Net interest income (GAAP)

5,270

5,232

5,141

5,325

5,259

Tax-equivalent adjustment

351

365

382

396

416

Net interest income (Tax-equivalent)

5,621

5,597

5,523

5,721

5,675


	Nine months ended September 30,
(In thousands)	2013		2012

Net interest income (GAAP)	$	15,643		15,572
Tax-equivalent adjustment		1,098		1,246

Net interest income (Tax-equivalent)	$	16,741		16,818

Table 2—Selected Quarterly Financial Data


	2013							2012
(Dollars in thousands, except per share amounts)	Third Quarter			Second Quarter		First Quarter		Fourth Quarter		Third Quarter
Results of Operations
Net interest income (a)	$	5,621			5,597		5,523		5,721		5,675
Less: tax-equivalent adjustment		351			365		382		396		416
Net interest income (GAAP)		5,270			5,232		5,141		5,325		5,259
Noninterest income		1,432			2,071		1,655		1,788		2,017
Total revenue		6,702			7,303		6,796		7,113		7,276
Provision for loan losses		—			—		400		1,065		1,550
Noninterest expense		4,274			4,724		4,226		4,023		3,770
Income tax expense		636			672		481		365		347
Net earnings	$	1,792			1,907		1,689		1,660		1,609


Per share data:
Basic and diluted net earnings	$	0.49			0.52		0.46		0.46		0.44
Cash dividends declared		0.21			0.21		0.21		0.205		0.205
Weighted average shares outstanding:
Basic and diluted		3,643,028			3,642,955		3,642,918		3,642,903		3,642,876
Shares outstanding, at period end		3,643,058			3,642,993		3,642,928		3,642,903		3,642,903
Book value	$	18.06			17.90		19.27		19.26		19.27
Common stock price
High	$	24.71			22.33		22.60		24.87		23.20
Low		22.00			21.54		20.80		20.85		21.00
Period end:		24.40			22.00		22.00		20.85		22.25
To earnings ratio		12.64	x		11.70		11.46		11.21		12.94
To book value		135	%		123		114		108		115
Performance ratios:
Return on average equity		10.78	%		10.74		9.47		9.30		9.22
Return on average assets		0.95	%		1.00		0.87		0.88		0.86
Dividend payout ratio		42.86	%		40.38		45.65		44.57		46.59
Asset Quality:
Allowance for loan losses as a% of:
Loans		1.56	%		1.65		1.73		1.69		1.52
Nonperforming loans		134	%		138		143		64		44
Nonperforming assets as a % of:
Loans and foreclosed properties		2.34	%		2.10		2.42		3.83		4.61
Total assets		1.21	%		1.08		1.24		2.03		2.46
Nonperforming loans as a % of total loans		1.16	%		1.19		1.22		2.65		3.43
Annualized net charge-offs as a % of average loans		0.53	%		0.32		0.36		0.39		2.00
Capital Adequacy:
Tier 1 risk-based capital ratio		17.29	%		16.45		16.32		16.20		15.75
Total risk-based capital ratio		18.55	%		17.70		17.57		17.46		17.00
Tier 1 Leverage Ratio		9.96	%		9.76		9.42		9.58		9.54
Other financial data:
Net interest margin (a)		3.19	%		3.16		3.09		3.22		3.23
Effective income tax rate		26.19	%		26.06		22.17		18.02		17.74
Efficiency ratio (b)		60.60	%		61.61		58.87		53.58		49.01
Selected average balances:
Securities	$	265,380			266,056		263,074		253,765		265,670
Loans, net of unearned income		383,460			389,402		396,436		395,487		401,166
Total assets		751,311			761,534		777,756		755,991		748,055
Total deposits		651,334			652,952		653,802		630,950		624,813
Long-term debt		26,782			31,613		46,661		47,217		47,217
Total stockholders’ equity		66,485			71,006		71,317		71,421		69,826
Selected period end balances:
Securities	$	259,467			270,794		270,219		259,475		254,819
Loans, net of unearned income		380,705			390,726		390,570		398,193		397,738
Allowance for loan losses		5,946			6,457		6,769		6,723		6,045
Total assets		744,602			767,747		772,155		759,833		753,467
Total deposits		650,421			666,490		659,056		636,817		629,824
Long-term debt		22,217			27,217		37,217		47,217		47,217
Total stockholders’ equity		65,807			65,211		70,217		70,149		70,206

(a)	Tax-equivalent. See “Table 1 - Explanation of Non-GAAP Financial Measures.”

(b)	Efficiency ratio is the result of noninterest expense divided by the sum of noninterest income and tax-equivalent net interest income.

NM - not meaningful

Table 3—Selected Financial Data


	Nine months ended September 30,
(Dollars in thousands, except per share amounts)	2013			2012
Results of Operations
Net interest income (a)	$	16,741			16,818
Less: tax-equivalent adjustment		1,098			1,246
Net interest income (GAAP)		15,643			15,572
Noninterest income		5,158			8,695
Total revenue		20,801			24,267
Provision for loan losses		400			2,750
Noninterest expense		13,224			15,360
Income tax expense		1,789			1,054
Net earnings	$	5,388			5,103


Per share data:
Basic and diluted net earnings	$	1.48			1.40
Cash dividends declared		0.63			0.615
Weighted average shares outstanding:
Basic and diluted		3,642,967			3,642,807
Shares outstanding, at period end		3,643,058			3,642,903
Book value	$	18.06			19.27
Common stock price
High	$	24.71			26.65
Low		20.80			18.23
Period end		24.40			22.25
To earnings ratio		12.64	x		12.94
To book value		135	%		115
Performance ratios:
Return on average equity		10.32	%		10.04
Return on average assets		0.94	%		0.90
Dividend payout ratio		42.57	%		43.93
Asset Quality:
Allowance for loan losses as a % of:
Loans		1.56	%		1.52
Nonperforming loans		134	%		44
Nonperforming assets as a % of:
Loans and other real estate owned		2.34	%		4.61
Total assets		1.21	%		2.46
Nonperforming loans as a % of total loans		1.16	%		3.43
Annualized net charge-offs as a % of average loans		0.40	%		1.24
Capital Adequacy:
Tier 1 risk-based capital ratio		17.29	%		15.75
Total risk-based capital ratio		18.55	%		17.00
Tier 1 Leverage Ratio		9.96	%		9.54
Other financial data:
Net interest margin (a)		3.14	%		3.21
Effective income tax rate		24.93	%		17.12
Efficiency ratio (b)		60.39	%		60.20
Selected average balances:
Securities	$	264,845			285,122
Loans, net of unearned income		389,719			389,833
Total assets		763,438			755,075
Total deposits		652,687			631,195
Long-term debt		34,946			49,752
Total stockholders’ equity		69,586			67,754
Selected period end balances:
Securities	$	259,467			254,819
Loans, net of unearned income		380,705			397,738
Allowance for loan losses		5,946			6,045
Total assets		744,602			753,467
Total deposits		650,421			629,824
Long-term debt		22,217			47,217
Total stockholders’ equity		65,807			70,206

(a)	Tax-equivalent. See “Table 1 - Explanation of Non-GAAP Financial Measures.”

(b)	Efficiency ratio is the result of noninterest expense divided by the sum of noninterest income and tax-equivalent net interest income.

Table 4—Average Balances and Net Interest Income Analysis


	Quarter ended September 30,
	2013						2012
(Dollars in thousands)	Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense		Yield/ Rate

Interest-earning assets:
Loans and loans held for sale (1)	$	386,556	$	5,104		5.24%	$	406,153	$	5,548		5.43%
Securities—taxable		199,125		1,029		2.05%		187,007		843		1.79%
Securities—tax-exempt (2)		66,255		1,037		6.21%		78,663		1,226		6.20%

Total securities		265,380		2,066		3.09%		265,670		2,069		3.10%
Federal funds sold		39,533		20		0.20%		24,426		11		0.18%
Interest bearing bank deposits		8,573		17		0.79%		579		—		—

Total interest-earning assets		700,042	$	7,207		4.08%		696,828	$	7,628		4.35%
Cash and due from banks		12,230						13,067
Other assets		39,039						38,160

Total assets	$	751,311					$	748,055

Interest-bearing liabilities:
Deposits:
NOW	$	97,262	$	77		0.31%	$	98,512	$	77		0.31%
Savings and money market		173,674		226		0.52%		154,169		207		0.53%
Certificates of deposits less than $100,000		105,811		356		1.33%		107,269		428		1.59%
Certificates of deposits and other time deposits of $100,000 or more		156,855		685		1.73%		156,765		797		2.02%

Total interest-bearing deposits		533,602		1,344		1.00%		516,715		1,509		1.16%
Short-term borrowings		2,809		3		0.42%		2,670		4		0.60%
Long-term debt		26,782		239		3.54%		47,217		440		3.71%

Total interest-bearing liabilities		563,193	$	1,586		1.12%		566,602	$	1,953		1.37%
Noninterest-bearing deposits		117,732						108,098
Other liabilities		3,901						3,529
Stockholders’ equity		66,485						69,826

Total liabilities and stockholders’ equity	$	751,311					$	748,055

Net interest income and margin (tax-equivalent)			$	5,621		3.19%			$	5,675		3.23%

(1)	Average loan balances are shown net of unearned income and loans on nonaccrual status have been included in the computation of average balances.

(2)	Yields on tax-exempt securities have been computed on a tax-equivalent basis using an income tax rate of 34%.

Table 5—Average Balances and Net Interest Income Analysis


	Nine months ended September 30,
	2013						2012
(Dollars in thousands)	Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense		Yield/ Rate

Interest-earning assets:
Loans and loans held for sale (1)	$	393,148	$	15,656		5.32%	$	394,359	$	16,303		5.52%
Securities—taxable		195,863		2,803		1.91%		206,713		3,062		1.98%
Securities—tax-exempt (2)		68,982		3,232		6.26%		78,409		3,666		6.25%

Total securities		264,845		6,035		3.05%		285,122		6,728		3.15%
Federal funds sold		50,372		81		0.21%		20,288		32		0.21%
Interest bearing bank deposits		3,672		17		0.62%		880		—		—

Total interest-earning assets		712,037	$	21,789		4.09%		700,649	$	23,063		4.40%
Cash and due from banks		14,018						13,921
Other assets		37,383						40,505

Total assets	$	763,438					$	755,075

Interest-bearing liabilities:
Deposits:
NOW	$	102,294	$	243		0.32%	$	100,597	$	274		0.36%
Savings and money market		170,086		661		0.52%		154,076		657		0.57%
Certificates of deposits less than $100,000		105,627		1,101		1.39%		109,383		1,356		1.66%
Certificates of deposits and other time deposits of $100,000 or more		155,455		2,092		1.80%		161,196		2,552		2.11%

Total interest-bearing deposits		533,462		4,097		1.03%		525,252		4,839		1.23%
Short-term borrowings		2,773		10		0.48%		3,088		13		0.56%
Long-term debt		34,946		941		3.60%		49,752		1,393		3.74%

Total interest-bearing liabilities		571,181	$	5,048		1.18%		578,092	$	6,245		1.44%
Noninterest-bearing deposits		119,225						105,943
Other liabilities		3,446						3,286
Stockholders’ equity		69,586						67,754

Total liabilities and stockholders’ equity	$	763,438					$	755,075

Net interest income and margin (tax-equivalent)			$	16,741		3.14%			$	16,818		3.21%

(1)	Average loan balances are shown net of unearned income and loans on nonaccrual status have been included in the computation of average balances.

(2)	Yields on tax-exempt securities have been computed on a tax-equivalent basis using an income tax rate of 34%.

Table 6—Loan Portfolio Composition


	2013									2012
(In thousands)	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter
Commercial and industrial	$	58,766			56,030			55,736			59,334			58,579
Construction and land development		37,062			45,886			41,104			37,631			40,573
Commercial real estate		170,520			177,291			178,993			183,611			183,757
Residential real estate		102,565			99,021			102,978			105,631			103,319
Consumer installment		12,170			12,747			12,026			12,219			11,747

Total loans		381,083			390,975			390,837			398,426			397,975
Less: unearned income		(378	)		(249	)		(267	)		(233	)		(237	)

Loans, net of unearned income		380,705			390,726			390,570			398,193			397,738
Less: allowance for loan losses		(5,946	)		(6,457	)		(6,769	)		(6,723	)		(6,045	)

Loans, net	$	374,759			384,269			383,801			391,470			391,693

Table 7—Allowance for Loan Losses and Nonperforming Assets


	2013									2012
(Dollars in thousands)	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter
Allowance for loan losses:
Balance at beginning of period	$	6,457			6,769			6,723			6,045			6,503
Charge-offs:
Commercial and industrial		(177	)		—			(68	)		(42	)		(152)
Construction and land development		(137	)		—			(39	)		—			—
Commercial real estate		(103	)		(118	)		—			(340	)		(1,626)
Residential real estate		(144	)		(189	)		(266	)		(110	)		(324)
Consumer installment		—			(45	)		(17	)		(17	)		(35)

Total charge-offs		(561	)		(352	)		(390	)		(509	)		(2,137)
Recoveries		50			40			36			122			129

Net charge-offs		(511	)		(312	)		(354	)		(387	)		(2,008)
Provision for loan losses		—			—			400			1,065			1,550

Ending balance	$	5,946			6,457			6,769			6,723			6,045

as a % of loans		1.56	%		1.65			1.73			1.69			1.52
as a % of nonperforming loans		134	%		138			143			64			44
Net charge-offs as a % of average loans		0.53	%		0.32			0.36			0.39			2.00

Nonperforming assets:
Nonaccrual loans	$	4,425			4,664			4,748			10,535			13,635
Other real estate owned		4,585			3,609			4,810			4,919			4,925

Total nonperforming assets	$	9,010			8,273			9,558			15,454			18,560

as a % of loans and foreclosed properties		2.34	%		2.10			2.42			3.83			4.61
as a % of total assets		1.21	%		1.08			1.24			2.03			2.46
Nonperforming loans as a % of total loans		1.16	%		1.19			1.22			2.65			3.43
Accruing loans 90 days or more past due	$	99			—			—			58			13

Table 8—Allocation of Allowance for Loan Losses


	2013												2012
	Third Quarter				Second Quarter				First Quarter				Fourth Quarter				Third Quarter
(Dollars in thousands)	Amount		%*		Amount		%*		Amount		%*		Amount		%*		Amount		%*
Commercial and industrial	$	546		15.4	$	675		14.3	$	569		14.3	$	812		14.9	$	754		14.7
Construction and land development		1,189		9.7		1,454		11.7		1,619		10.5		1,545		9.4		1,609		10.2
Commercial real estate		3,104		44.7		3,111		45.3		3,571		45.8		3,137		46.1		2,658		46.2
Residential real estate		982		26.9		1,125		25.3		885		26.3		1,126		26.5		947		26.0
Consumer installment		125		3.2		92		3.3		125		3.1		103		3.1		77		3.0

Total allowance for loan losses	$	5,946			$	6,457			$	6,769			$	6,723			$	6,045

*	Loan balance in each category expressed as a percentage of total loans.

Table 9—CDs and Other Time Deposits of $100,000 or More


(Dollars in thousands)	September 30, 2013
Maturity of:
3 months or less	$	25,786
Over 3 months through 6 months		16,064
Over 6 months through 12 months		31,613
Over 12 months		84,309

Total CDs and other time deposits of $100,000 or more	$	157,772

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by ITEM 3 is set forth in ITEM 2 under the caption “MARKET AND LIQUIDITY RISK MANAGEMENT” and is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES

The Company, with the participation of its management, including its Chief Executive Officer and Principal Financial and Accounting Officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation and as of the end of the period covered by this report, the Company’s Chief Executive Officer and Principal Financial and Accounting Officer concluded that the Company’s disclosure controls and procedures were effective to allow timely decisions regarding disclosure in its reports that the Company files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. There have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, the Company and the Bank from time to time are involved in legal proceedings. The Company and Bank management believe there are no pending or threatened legal, governmental, or regulatory proceedings that upon resolution are expected to have a material adverse effect upon the Company’s or the Bank’s financial condition or results of operations. See also, Part I, Item 3 of the Company’s annual report on Form 10-K for the year ended December 31, 2012.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2012, which could materially affect our business, financial condition or future results. The risks described in our annual report on Form 10-K are not the only the risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results in the future.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES


Period ⁽¹⁾	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31	—	—	—	—
August 1 - August 31	—	—	—	—
September 1 - September 30	—	—	—	—
Total	—	—	—	—

(1)	Based on trade date, not settlement date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS


Exhibit Number		Description

3.1		Certificate of Incorporation of Auburn National Bancorporation, Inc. and all amendments thereto.*

3.2		Amended and Restated Bylaws of Auburn National Bancorporation, Inc., adopted as of November 13, 2007. **

31.1		Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002, by E.L. Spencer, Jr., President, Chief Executive Officer and Chairman of the Board.

31.2		Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002, by David A. Hedges, Vice President, Controller and Chief Financial Officer (Principal Financial and Accounting Officer).

32.1		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002, by David A. Hedges, Vice President, Controller and Chief Financial Officer (Principal Financial and Accounting Officer).***

32.2		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002, by E.L. Spencer, Jr., President, Chief Executive Officer and Chairman of the Board.***

101.INS		XBRL Instance Document****

101.SCH		XBRL Taxonomy Extension Schema Document****

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document****

101.LAB		XBRL Taxonomy Extension Label Linkbase Document****

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document****

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document****

*	Incorporated by reference from Registrant’s Form 10-Q dated September 30, 2002.

**	Incorporated by reference from Registrant’s Form 10-K dated March 31, 2008.

***

The certifications attached as exhibits 32.1 and 32.2 to this quarterly report on Form 10-Q are “furnished” to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

****

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TABLE OF CONTENTS

AUBURN NATIONAL BANCORPORATION, INC. (Registrant)

Date: November 1, 2013

/s/ E. L. Spencer, Jr.

E. L. Spencer, Jr.

President, Chief Executive Officer and

Chairman of the Board