SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2013
 
Commission file number: 000-33063
 
Sierra Bancorp
(Exact name of Registrant as specified in its charter)
   
California
 33-0937517
(State of Incorporation)
(IRS Employer Identification No)
 
86 North Main Street, Porterville, California  93257
(Address of principal executive offices)                   (Zip Code)
 
(559) 782-4900
(Registrant’s telephone number, including area code)
 
Not Applicable
(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  R                   No  £
 
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  R                   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.
Large accelerated filer £
Accelerated filer R
Non-accelerated filer £ (Do not check if a smaller reporting company)
Smaller Reporting Company £
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  £                   No R
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Common stock, no par value, 14,170,119 shares outstanding as of July 31, 2013
 
 

FORM 10-Q
 
Table of Contents
 
 
Page
Part I - Financial Information
1
Item 1. Financial Statements (Unaudited)
1
Consolidated Balance Sheets
1
Consolidated Statements of Income
2
Consolidated Statements of Comprehensive Income
3
Consolidated Statements of Cash Flows
4
Notes to Unaudited Consolidated Financial Statements
5
 
 
Item 2. Management's Discussion & Analysis of Financial Condition & Results of Operations
26
Forward-Looking Statements
26
Critical Accounting Policies
26
Overview of the Results of Operations and Financial Condition
27
Earnings Performance
28
Net Interest Income and Net Interest Margin
28
Provision for Loan and Lease Losses
32
Non-interest Income and Non-Interest Expense
33
Provision for Income Taxes
35
Balance Sheet Analysis
36
Earning Assets
36
Investments
36
Loan Portfolio
37
Nonperforming Assets
39
Allowance for Loan and Lease Losses
40
Off-Balance Sheet Arrangements
42
Other Assets
42
Deposits and Interest-Bearing Liabilities
43
Deposits
43
Other Interest-Bearing Liabilities
44
Non-Interest Bearing Liabilities
45
Liquidity and Market Risk Management
45
Capital Resources
47
 
 
Item 3. Qualitative & Quantitative Disclosures about Market Risk
49
 
 
Item 4. Controls and Procedures
49
 
 
Part II - Other Information
50
Item 1. - Legal Proceedings
50
Item 1A. - Risk Factors
50
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds
50
Item 3. - Defaults upon Senior Securities
50
Item 4. - (Removed and Reserved)
50
Item 5. - Other Information
50
Item 6. - Exhibits
51
 
 
Signatures
52
 
 
 

PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
SIERRA BANCORP
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
 
 
 
June 30, 2013
 
December 31, 2012
 
 
 
(unaudited)
 
(audited)
 
ASSETS
 
 
 
 
 
 
 
Cash and due from banks
 
$
41,863
 
$
42,079
 
Interest-bearing deposits in banks
 
 
25,119
 
 
19,739
 
Total Cash & Cash Equivalents
 
 
66,982
 
 
61,818
 
Investment securities available for sale
 
 
393,576
 
 
380,188
 
Loans held for sale
 
 
523
 
 
210
 
Loans and leases:
 
 
 
 
 
 
 
Gross loans and leases
 
 
810,194
 
 
879,795
 
Allowance for loan and lease losses
 
 
(12,180)
 
 
(13,873)
 
Deferred loan and lease fees, net
 
 
1,237
 
 
1,156
 
Net Loans and Leases
 
 
799,251
 
 
867,078
 
Premises and equipment, net
 
 
20,932
 
 
21,830
 
Operating leases, net
 
 
-
 
 
12
 
Foreclosed assets
 
 
10,834
 
 
19,754
 
Goodwill
 
 
5,544
 
 
5,544
 
Other assets
 
 
80,782
 
 
81,469
 
TOTAL ASSETS
 
$
1,378,424
 
$
1,437,903
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
Non-interest bearing
 
$
357,540
 
$
352,597
 
Interest bearing
 
 
797,476
 
 
821,437
 
Total Deposits
 
 
1,155,016
 
 
1,174,034
 
Federal funds purchased and repurchase agreements
 
 
1,963
 
 
1,419
 
Short-term borrowings
 
 
-
 
 
36,650
 
Long-term borrowings
 
 
-
 
 
5,000
 
Junior subordinated debentures
 
 
30,928
 
 
30,928
 
Other liabilities
 
 
15,346
 
 
15,980
 
TOTAL LIABILITIES
 
 
1,203,253
 
 
1,264,011
 
SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
Common stock, no par value; 24,000,000 shares
    authorized; 14,144,439 and 14,106,959 shares issued
    and outstanding at June 30, 2013 and
    December 31, 2012, respectively
 
 
64,855
 
 
64,384
 
Additional paid in capital
 
 
2,707
 
 
2,660
 
Retained earnings
 
 
107,566
 
 
103,128
 
Accumulated other comprehensive income
 
 
43
 
 
3,720
 
TOTAL SHAREHOLDERS' EQUITY
 
 
175,171
 
 
173,892
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
1,378,424
 
$
1,437,903
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
1
 

SIERRA BANCORP
CONSOLIDATED  STATEMENTS OF INCOME
(dollars in thousands, except per share data, unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2013
 
2012
 
2013
 
2012
 
Interest income:
 
 
 
 
 
 
 
 
 
 
 
 
Interest and fees on loans
$
11,368
 
$
11,154
 
$
22,275
 
$
22,297
 
Interest on investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
 
1,034
 
 
1,751
 
 
2,196
 
 
3,635
 
Tax-exempt
 
672
 
 
685
 
 
1,291
 
 
1,352
 
Interest on federal funds sold and interest-bearing
    deposits
 
16
 
 
22
 
 
44
 
 
37
 
Total interest income
 
13,090
 
 
13,612
 
 
25,806
 
 
27,321
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
 
 
Interest on deposits
 
628
 
 
809
 
 
1,288
 
 
1,694
 
Interest on short-term borrowings
 
8
 
 
13
 
 
12
 
 
18
 
Interest on long-term borrowings
 
-
 
 
49
 
 
33
 
 
180
 
Interest on mandatorily redeemable trust preferred securities
 
179
 
 
193
 
 
356
 
 
393
 
Total interest expense
 
815
 
 
1,064
 
 
1,689
 
 
2,285
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Interest Income
 
12,275
 
 
12,548
 
 
24,117
 
 
25,036
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
 
450
 
 
3,160
 
 
2,050
 
 
5,910
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Interest Income after Provision for Loan Losses
 
11,825
 
 
9,388
 
 
22,067
 
 
19,126
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest income:
 
 
 
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
 
2,215
 
 
2,417
 
 
4,288
 
 
4,704
 
Gains on investment securities available-for-sale
 
-
 
 
1
 
 
6
 
 
71
 
Other income, net
 
1,807
 
 
1,704
 
 
3,844
 
 
3,448
 
Total non-interest income
 
4,022
 
 
4,122
 
 
8,138
 
 
8,223
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest expense:
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
5,403
 
 
4,911
 
 
11,323
 
 
10,576
 
Occupancy expense
 
1,596
 
 
1,563
 
 
3,147
 
 
3,052
 
Other
 
3,718
 
 
4,009
 
 
8,068
 
 
8,894
 
Total non-interest expenses
 
10,717
 
 
10,483
 
 
22,538
 
 
22,522
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes
 
5,130
 
 
3,027
 
 
7,667
 
 
4,827
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for income taxes
 
1,331
 
 
454
 
 
1,535
 
 
375
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
$
3,799
 
$
2,573
 
$
6,132
 
$
4,452
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PER SHARE DATA
 
 
 
 
 
 
 
 
 
 
 
 
Book value
$
12.38
 
$
12.23
 
$
12.38
 
$
12.23
 
Cash dividends
$
0.06
 
$
0.06
 
$
0.12
 
$
0.12
 
Earnings per share basic
$
0.27
 
$
0.18
 
$
0.43
 
$
0.32
 
Earnings per share diluted
$
0.27
 
$
0.18
 
$
0.43
 
$
0.32
 
Average shares outstanding, basic
 
14,128,146
 
 
14,103,209
 
 
14,120,865
 
 
14,102,544
 
Average shares outstanding, diluted
 
14,227,335
 
 
14,107,640
 
 
14,211,910
 
 
14,107,416
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total shareholder Equity (in thousands)
$
175,171
 
$
172,537
 
$
175,171
 
$
172,537
 
Shares outstanding
 
14,144,439
 
 
14,103,209
 
 
14,144,439
 
 
14,103,209
 
Dividends Paid
$
847,358
 
$
846,193
 
$
1,694,024
 
$
1,692,289
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
2
 

SIERRA BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands, unaudited)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
$
3,799
 
$
2,573
 
$
6,132
 
$
4,452
 
Other comprehensive income, before tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains on securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding (losses) gains arising during period
 
 
(6,157)
 
 
604
 
 
(6,242)
 
 
1,709
 
Less: reclassification adjustment for gains (1)
 
 
-
 
 
(1)
 
 
(6)
 
 
(71)
 
Other comprehensive (loss) income, before tax
 
 
(6,157)
 
 
603
 
 
(6,248)
 
 
1,638
 
Income tax expense related to items of other
    comprehensive (loss) income, net of tax
 
 
2,534
 
 
(246)
 
 
2,571
 
 
(678)
 
Other comprehensive (loss) income
 
 
(3,623)
 
 
357
 
 
(3,677)
 
 
960
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
 
$
176
 
$
2,930
 
$
2,455
 
$
5,412
 
 
(1) Amounts are included in net gains on investment securities available-for-sale on the Consolidated Statements of Income in non-interest revenue. Income tax expense associated with the reclassification adjustment for the quarter ended June 30, 2013 and 2012 was $0 for each period. Income tax expense associated with the reclassification adjustment for the six months ended June 30, 2013 and 2012 was $3 thousand and $29 thousand, respectively.
 
The accompanying notes are an integral part of these consolidated financial statements
  
3
 

SIERRA BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands, unaudited)
 
 
 
Six Months Ended June 30,
 
 
 
2013
 
2012
 
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
 
$
6,132
 
$
4,452
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
Gain on investment of securities
 
 
(6)
 
 
(71)
 
Gain on sales of loans
 
 
(68)
 
 
(94)
 
Gain on disposal of fixed assets
 
 
(15)
 
 
-
 
Loss on sale on foreclosed assets
 
 
269
 
 
177
 
Writedowns on foreclosed assets
 
 
188
 
 
1,395
 
Share-based compensation expense
 
 
150
 
 
122
 
Provision for loan losses
 
 
2,050
 
 
5,910
 
Depreciation and amortization
 
 
1,151
 
 
1,190
 
Net amortization on securities premiums and discounts
 
 
4,337
 
 
4,019
 
Increase in unearned net loan fees
 
 
(81)
 
 
(324)
 
Increase in cash surrender value of life insurance policies
 
 
(933)
 
 
(861)
 
Proceeds from sales of loans portfolio
 
 
2,288
 
 
3,954
 
Net Increase in loans held-for-sale
 
 
(2,533)
 
 
(3,007)
 
Decrease (Increase) in interest receivable and other assets
 
 
3,641
 
 
(314)
 
Decrease in other liabilities
 
 
(633)
 
 
(172)
 
Net Decrease in FHLB Stock
 
 
438
 
 
634
 
Deferred Income Tax Provision
 
 
8
 
 
88
 
Excess tax benefit from equity based compensation
 
 
(103)
 
 
(36)
 
Net cash provided by operating activities
 
 
16,280
 
 
17,062
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
Maturities of securities available for sale
 
 
439
 
 
135
 
Proceeds from sales/calls of securities available for sale
 
 
1,221
 
 
7,000
 
Purchases of securities available for sale
 
 
(77,966)
 
 
(73,752)
 
Principal pay downs on securities available for sale
 
 
52,339
 
 
48,591
 
Net Decrease (Increase) in loans receivable, net
 
 
63,776
 
 
(80,230)
 
Purchases of premises and equipment, net
 
 
(226)
 
 
(2,481)
 
Proceeds from sales of foreclosed assets
 
 
10,546
 
 
10,569
 
Net cash provided by (used in) investing activities
 
 
50,129
 
 
(90,168)
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
(Decrease) Increase in deposits
 
 
(19,019)
 
 
63,265
 
Decrease in borrowed funds
 
 
(41,650)
 
 
(2,480)
 
Increase (Decrease) in repurchase agreements
 
 
544
 
 
(147)
 
Cash dividends paid
 
 
(1,694)
 
 
(1,692)
 
Stock options exercised
 
 
471
 
 
14
 
Excess tax benefit from equity based compensation
 
 
103
 
 
36
 
Net cash (used in) provided by financing activities
 
 
(61,245)
 
 
58,996
 
 
 
 
 
 
 
 
 
Increase (Decrease) in cash and due from banks
 
 
5,164
 
 
(14,110)
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
 
61,818
 
 
63,036
 
End of period
 
$
66,982
 
$
48,926
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
4
 

Sierra Bancorp
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
 
Note 1 – The Business of Sierra Bancorp
 
Sierra Bancorp (the "Company") is a California corporation headquartered in Porterville, California, and is a registered bank holding company under federal banking laws. The Company was formed to serve as the holding company for Bank of the Sierra (the "Bank"), and has been the Bank's sole shareholder since August 2001. The Company exists primarily for the purpose of holding the stock of the Bank and of such other subsidiaries it may acquire or establish. At the present time, the Company's only other subsidiaries are Sierra Statutory Trust II and Sierra Capital Trust III, which were formed in March 2004 and June 2006, respectively, solely to facilitate the issuance of capital trust pass-through securities (TRUPS). Pursuant to the Financial Accounting Standards Board's (FASB's) standard on the consolidation of variable interest entities, these trusts are not reflected on a consolidated basis in the financial statements of the Company. References herein to the "Company" include Sierra Bancorp and its consolidated subsidiary, the Bank, unless the context indicates otherwise.
 
The Bank is a California state-chartered bank headquartered in Porterville, California, that offers a full range of retail and commercial banking services primarily to communities in the central and southern regions of the San Joaquin Valley. Our branch footprint stretches from Fresno on the north to Bakersfield on the south, and on the southern end extends east through the Tehachapi plateau and into the northwestern tip of the Mojave Desert. The Bank was incorporated in September 1977 and opened for business in January 1978, and in the ensuing years has grown to be the largest independent bank headquartered in the South San Joaquin Valley. Our growth has primarily been organic, but includes the acquisition of Sierra National Bank in 2000. We currently operate 25 full service branch offices throughout our geographic footprint, as well as an internet branch which provides the ability to open deposit accounts online. The Bank's most recent branching activity includes a new branch which opened for business in the city of Selma in February 2011, and the relocation of our Clovis branch to a larger facility in a more convenient location in the third quarter of 2012. In addition to our full-service branches, the Bank has a real estate industries group, an agricultural credit division, an SBA lending unit, and offsite ATM's at six different non-branch locations. The Bank's deposit accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to maximum insurable amounts.

Note 2 – Basis of Presentation
 
The accompanying unaudited consolidated financial statements have been prepared in a condensed format, and therefore do not include all of the information and footnotes required by U.S. generally accepted accounting principles (GAAP) for complete financial statements. The information furnished in these interim statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for such period. Such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. In preparing the accompanying consolidated financial statements, management has taken subsequent events into consideration and recognized them where appropriate. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter, or for the full year. Certain amounts reported for 2012 have been reclassified to be consistent with the reporting for 2013. The interim financial information should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission.

Note 3 – Current Accounting Developments
 
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, with the objective of improving the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income, by component. In addition, if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period, an entity is required to present significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts.  For public entities, this update is effective prospectively for reporting periods beginning after December 15, 2012. We adopted ASU 2013-02 effective the first quarter of 2013, thus enhancing our disclosures with regard to items reclassified out of accumulated comprehensive income.
 
 
5

Note 4 – Supplemental Disclosure of Cash Flow Information
 
During the six months ended June 30, 2013 and 2012, cash paid for interest due on interest-bearing liabilities was $1.794 million and $2.117 million, respectively. There was no cash paid for income taxes during the six months ended June 30, 2013 and 2012. Assets totaling $2.622 million and $11.206 million were acquired in settlement of loans for the six months ended June 30, 2013 and June 30, 2012, respectively. We received $10.156 million in cash from the sale of foreclosed assets during the first six months of 2013 relative to $6.886 million during the first six months of 2012, which represents sales proceeds less loans extended to finance such sales totaling $390,000 for the first six months of 2013 and $3.684 million for the first six months of 2012.

Note 5 – Share Based Compensation
 
The 2007 Stock Incentive Plan (the "2007 Plan") was adopted by the Company in 2007. Our 1998 Stock Option Plan (the "1998 Plan") was concurrently terminated, although options to purchase 164,950 shares that were granted prior to the termination of the 1998 Plan were still outstanding as of June 30, 2013 and remain unaffected by the termination. The 2007 Plan provides for the issuance of both "incentive" and "nonqualified" stock options to officers and employees, and of "nonqualified" stock options to non-employee directors of the Company. The 2007 Plan also provides for the potential issuance of restricted stock awards to these same classes of eligible participants, on such terms and conditions as are established at the discretion of the Board of Directors or the Compensation Committee. The total number of shares of the Company's authorized but unissued stock reserved for issuance pursuant to awards under the 2007 Plan was initially 1,500,000 shares, although the number remaining available for grant as of June 30, 2013 was 762,620.  The dilutive impact of stock options outstanding is discussed below in Note 6, Earnings per Share. No restricted stock awards have been issued by the Company.
 
Pursuant to FASB's standards on stock compensation, the value of each option granted is reflected in our income statement as employee compensation or directors' expense, by amortizing the value over the vesting period of such option or by expensing it as of the grant date for immediately vested options. The Company is utilizing the Black-Scholes model to value stock options, and the "multiple option" approach is used to allocate the resulting valuation to actual expense. Under the multiple option approach, an employee's options for each vesting period are separately valued and amortized. This appears to be the preferred method for option grants with multiple vesting periods, which is the case for most options granted by the Company. A pre-tax charge of $57,000 was reflected in the Company's income statement during the second quarter of 2013 and $55,000 was charged during the second quarter of 2012, as expense related to stock options. For the first half, the charges amounted to $151,000 in 2013 and $122,000 in 2012.

Note 6 – Earnings per Share
 
The computation of earnings per share, as presented in the Consolidated Statements of Income, is based on the weighted average number of shares outstanding during each period. There were 14,128,146 weighted average shares outstanding during the second quarter of 2013, and 14,103,209 during the second quarter of 2012. There were 14,120,865 weighted average shares outstanding during the first six months of 2013, and 14,102,544 during the first six months of 2012.
 
Diluted earnings per share include the effect of the potential issuance of common shares, which for the Company is limited to shares that would be issued on the exercise of "in-the-money" stock options. The dilutive effect of options outstanding was calculated using the treasury stock method, excluding anti-dilutive shares and adjusting for unamortized expense and windfall tax benefits. For the second quarter and first six months of 2013 the dilutive effect of options outstanding calculated under the treasury stock method totaled 99,189 and 91,045, respectively, which were added to basic weighted average shares outstanding for purposes of calculating diluted earnings per share. Likewise, for the second quarter and first six months of 2012 shares totaling 4,431 and 4,872, respectively, were added to basic weighted average shares outstanding in order to calculate diluted earnings per share.

Note 7 – Comprehensive Income
 
Comprehensive income, as presented in the Consolidated Statements of Comprehensive Income, includes net income and other comprehensive income. The Company's only source of other comprehensive income is unrealized gains and losses on available-for-sale investment securities. Gains or losses on investment securities that were realized and included in net income of the current period, which had previously been included in other comprehensive income as unrealized holding gains or losses in the period in which they arose, are considered to be reclassification adjustments that are excluded from other comprehensive income of the current period.
 
 
6

Note 8 – Financial Instruments with Off-Balance-Sheet Risk
 
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business, in order to meet the financing needs of its customers. Those financial instruments consist of unused commitments to extend credit and standby letters of credit. They involve, to varying degrees, elements of risk in excess of the amount recognized in the balance sheet. The Company's exposure to credit loss in the event of nonperformance by counterparties for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and issuing letters of credit as it does for originating loans included on the balance sheet. The following financial instruments represent off-balance-sheet credit risk (dollars in thousands):
 
 
 
June 30, 2013
 
December 31, 2012
 
Commitments to extend credit
 
$
387,241
 
$
225,400
 
Standby letters of credit
 
$
8,316
 
$
6,690
 
Commercial letters of credit
 
$
8,533
 
$
8,539
 
 
Commitments to extend credit consist primarily of the following: Unfunded home equity lines of credit; commercial real estate construction loans, which are established under standard underwriting guidelines and policies and are secured by deeds of trust, with disbursements made over the course of construction; commercial revolving lines of credit, which have a high degree of industry diversification; the unused portions of mortgage warehouse lines of credit; and the unused portions of formalized (disclosed) deposit account overdraft lines. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments are expected to expire without being drawn upon, the unused portions of committed amounts do not necessarily represent future cash requirements. Standby letters of credit are generally unsecured and are issued by the Company to guarantee the performance of a customer to a third party, while commercial letters of credit represent the Company's commitment to pay a third party on behalf of a customer upon fulfillment of contractual requirements. The credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to customers.
 
The Company is also utilizing a $79 million letter of credit issued by the Federal Home Loan Bank on the Company's behalf as security for certain deposits. The letter of credit is backed by specific loans which are pledged to the Federal Home Loan Bank by the Company.

Note 9 – Fair Value Disclosures and Reporting, the Fair Value Option and Fair Value Measurements
 
FASB's standards on financial instruments, and on fair value measurements and disclosures, require all entities to disclose in their financial statement footnotes the estimated fair values of financial instruments for which it is practicable to estimate such values. In addition to those disclosure requirements, FASB's standard on investments requires that our debt securities, which are classified as available for sale, and our equity securities that have readily determinable fair values, be measured and reported at fair value in our statement of financial position. Certain impaired loans are also reported at fair value, as explained in greater detail below, and foreclosed assets are carried at the lower of cost or fair value.  FASB's standard on financial instruments permits companies to report certain other financial assets and liabilities at fair value, but we have not elected the fair value option for any additional financial assets or liabilities.
 
Fair value measurements and disclosure standards also establish a framework for measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Further, they establish a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standards describe three levels of inputs that may be used to measure fair value:
 
 
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
 
 
7
  
 
Level 2: Significant observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.
 
 
 
 
Level 3: Significant unobservable inputs that reflect a company's own assumptions about the factors that market participants would likely consider in pricing an asset or liability.
 
Fair value estimates are made at a specific point in time based on relevant market data and information about the financial instruments. The estimates do not reflect any premium or discount that could result from offering the Company's entire holdings of a particular financial instrument for sale at one time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to realized gains and losses could have a significant effect on fair value estimates but have not been considered in any estimates. Because no market exists for a significant portion of the Company's financial instruments, fair value disclosures are based on judgments regarding current economic conditions, risk characteristics of various financial instruments and other factors. The estimates are subjective and involve uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect the fair values presented. The following methods and assumptions were used by the Company to estimate the fair value of its financial instruments disclosed at June 30, 2013 and December 31, 2012:
 
 
Cash and cash equivalents and fed funds sold: For cash and cash equivalents and fed funds sold, the carrying amount is estimated to be fair value.
 
 
 
 
Investment securities: The fair values of investment securities are determined by obtaining quoted prices on nationally recognized securities exchanges or by matrix pricing, which is a mathematical technique used widely in the industry to value debt securities by relying on their relationship to other benchmark quoted securities when quoted prices for specific securities are not readily available.
 
 
 
 
Loans and leases: For variable-rate loans and leases that re-price frequently with no significant change in credit risk or interest rate spread, fair values are based on carrying values. Fair values for other loans and leases are estimated by discounting projected cash flows at interest rates being offered at each reporting date for loans and leases with similar terms, to borrowers of comparable creditworthiness. The carrying amount of accrued interest receivable approximates its fair value.
 
 
 
 
Loans held for sale: Since loans designated by the Company as available-for-sale are typically sold shortly after making the decision to sell them, realized gains or losses are usually recognized within the same period and fluctuations in fair values are thus not relevant for reporting purposes. If available-for-sale loans stay on our books for an extended period of time, the fair value of those loans is determined using quoted secondary-market prices.
 
 
 
 
Collateral-dependent impaired loans: Impaired loans carried at fair value are those for which it is probable that the bank will be unable to collect all amounts due according to the contractual terms of the original loan agreement, and the carrying value has been written down to the fair value of the loan. The carrying value is equivalent to the fair value of the collateral, net of expected disposition costs where applicable, for collateral-dependent loans.
 
 
 
 
Cash surrender value of life insurance policies: The fair values are based on net cash surrender values at each reporting date.
 
 
 
 
Investments in, and capital commitments to, limited partnerships: The fair values of our investments in WNC Institutional Tax Credit Fund Limited Partnerships and any other limited partnerships are estimated using quarterly indications of value provided by the general partner. The fair values of undisbursed capital commitments are assumed to be the same as their book values.
 
 
 
 
Other investments: Certain investments for which no secondary market exists are carried at cost unless an impairment analysis indicates the need for adjustments, and the carrying amount for those investments approximates their estimated fair value.
 
 
 
 
Deposits: Fair values for demand deposits and other non-maturity deposits are equal to the amount payable on demand at the reporting date, which is the carrying amount. Fair values for fixed-rate certificates of deposit are estimated using a cash flow analysis, discounted at interest rates being offered at each reporting date by the Bank for certificates with similar remaining maturities. The carrying amount of accrued interest payable approximates its fair value.
 
 
8
 
 
Short-term borrowings: The carrying amounts approximate fair values for federal funds purchased, overnight FHLB advances, borrowings under repurchase agreements, and other short-term borrowings maturing within ninety days of the reporting dates. Fair values of other short-term borrowings are estimated by discounting projected cash flows at the Company's current incremental borrowing rates for similar types of borrowing arrangements.
 
 
Long-term borrowings: The fair values of the Company's long-term borrowings are estimated using projected cash flows discounted at the Company's current incremental borrowing rates for similar types of borrowing arrangements.
 
 
Subordinated debentures: The fair values of subordinated debentures are determined based on the current market value for like instruments of a similar maturity and structure.
 
 
Commitments to extend credit and letters of credit: If funded, the carrying amounts for currently unused commitments would approximate fair values for the newly created financial assets at the funding date. However, because of the high degree of uncertainty with regard to whether or not those commitments will ultimately be funded, fair values for loan commitments and letters of credit in their current undisbursed state cannot reasonably be estimated, and only notional values are disclosed in the table below.
 
Estimated fair values for the Company's financial instruments at the periods noted are as follows:
 
 
9
 
Fair Value of Financial Instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands, unaudited)
 
June 30, 2013
 
 
 
 
 
Estimated Fair Value
 
 
 
Carrying
Amount
 
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
Financial Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
66,982
 
$
66,982
 
$
-
 
$
-
 
$
66,982
 
Investment securities available for sale
 
 
393,576
 
 
2,234
 
 
391,342
 
 
-
 
 
393,576
 
Loans and leases, net
 
 
785,219
 
 
-
 
 
831,835
 
 
-
 
 
831,835
 
Collateral dependent impaired loans
 
 
14,032
 
 
-
 
 
14,032
 
 
-
 
 
14,032
 
Loans held-for-sale
 
 
523
 
 
523
 
 
-
 
 
-
 
 
523
 
Cash surrender value of life insurance policies
 
 
38,940
 
 
-
 
 
38,940
 
 
-
 
 
38,940
 
Other investments
 
 
5,932
 
 
-
 
 
5,932
 
 
-
 
 
5,932
 
Investment in Limited Partnership
 
 
9,826
 
 
-
 
 
9,826
 
 
-
 
 
9,826
 
Accrued interest receivable
 
 
4,935
 
 
-
 
 
4,935
 
 
-
 
 
4,935
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing
 
$
357,540
 
$
357,540
 
$
-
 
$
-
 
$
357,540
 
Interest-bearing
 
 
797,476
 
 
-
 
 
797,833
 
 
-
 
 
797,833
 
Fed Funds Purchased and Repurchase Agreements
 
 
1,963
 
 
-
 
 
1,963
 
 
-
 
 
1,963
 
Short-term borrowings
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Long-term borrowings
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Subordinated debentures
 
 
30,928
 
 
-
 
 
19,304
 
 
-
 
 
19,304
 
Limited partnership capital commitment
 
 
951
 
 
-
 
 
951
 
 
-
 
 
951
 
Accrued Interest Payable
 
 
200
 
 
-
 
 
200
 
 
-
 
 
200
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
Off-balance-sheet financial instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commitments to extend credit
 
$
387,241
 
 
 
 
 
 
 
 
 
 
 
 
 
Standby letters of credit
 
 
8,316
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial lines of credit
 
 
8,533
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
 
 
 
 
 
Estimated Fair Value
 
 
 
Carrying
Amount
 
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
Financial Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
61,818
 
$
61,818
 
$
-
 
$
-
 
$
61,818
 
Investment securities available for sale
 
 
380,188
 
 
1,809
 
 
378,379
 
 
-
 
 
380,188
 
Loans and leases, net
 
 
839,629
 
 
-
 
 
873,309
 
 
-
 
 
873,309
 
Collateral dependent impaired loans
 
 
27,449
 
 
-
 
 
27,449
 
 
-
 
 
27,449
 
Loans held-for-sale
 
 
210
 
 
210
 
 
-
 
 
-
 
 
210
 
Cash surrender value of life insurance policies
 
 
38,007
 
 
-
 
 
38,007
 
 
-
 
 
38,007
 
Other Investments
 
 
6,370
 
 
-
 
 
6,370
 
 
-
 
 
6,370
 
Investment in Limited Partnership
 
 
10,316
 
 
-
 
 
10,316
 
 
-
 
 
10,316
 
Accrued Interest Receivable
 
 
5,095
 
 
-
 
 
5,095
 
 
-
 
 
5,095
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing
 
$
352,597
 
$
352,597
 
$
-
 
$
-
 
$
352,597
 
Interest-bearing
 
 
821,437
 
 
-
 
 
821,911
 
 
-
 
 
821,911
 
Fed Funds Purchased and Repurchase Agreements
 
 
1,419
 
 
-
 
 
1,419
 
 
-
 
 
1,419
 
Short-term borrowings
 
 
36,650
 
 
-
 
 
36,650
 
 
-
 
 
36,650
 
Long-term borrowings
 
 
5,000
 
 
-
 
 
5,038
 
 
-
 
 
5,038
 
Subordinated debentures
 
 
30,928
 
 
-
 
 
12,141
 
 
-
 
 
12,141
 
Limited partnership capital commitment
 
 
962
 
 
-
 
 
962
 
 
-
 
 
962
 
Accrued Interest Payable
 
 
304
 
 
-
 
 
304
 
 
-
 
 
304
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
Off-balance-sheet financial instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commitments to extend credit
 
$
225,400
 
 
 
 
 
 
 
 
 
 
 
 
 
Standby letters of credit
 
 
6,690
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial lines of credit
 
 
8,539
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10
 
For financial asset categories that were actually reported at fair value at June 30, 2013 and December 31, 2012, the Company used the following methods and significant assumptions:
 
 
Investment Securities: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges or by matrix pricing, which is a mathematical technique used widely in the industry to value debt securities by relying on the their relationship to other benchmark quoted securities.
 
 
Collateral Dependent Impaired loans: Impaired loans carried at fair value are those for which it is probable that the bank will be unable to collect all amounts due (including both interest and principal) according to the contractual terms of the original loan agreement, and the carrying value has been written down to the fair value of the loan. The carrying value is equivalent to the fair value of the collateral based on current appraisals, net of expected disposition costs where applicable, for collateral-dependent loans.
 
 
Foreclosed assets: Repossessed real estate (OREO) and other assets are carried at the lower of cost or fair value. Fair value is the appraised value less expected selling costs for OREO and some other assets such as mobile homes, and for all other assets fair value is represented by the estimated sales proceeds as determined using reasonably available sources. Foreclosed assets for which appraisals can be feasibly obtained are periodically measured for impairment using updated appraisals. Fair values for other foreclosed assets are adjusted as necessary, subsequent to a periodic re-evaluation of expected cash flows and the timing of resolution. If impairment is determined to exist, the book value of a foreclosed asset is immediately written down to its estimated impaired value through the income statement, thus the carrying amount is equal to the fair value and there is no valuation allowance.
 
 
11
 
Assets reported at fair value on a recurring basis are summarized below:
 
Fair Value Measurements - Recurring
(dollars in thousands, unaudited)
 
 
 
Fair Value Measurements at June 30, 2013, Using
 
 
 
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
Investment Securities
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
-
 
$
4,293
 
$
-
 
$
4,293
 
Obligations of states and political subdivisions
 
 
-
 
 
87,405
 
 
-
 
 
87,405
 
U.S. Government agencies collateralized
    by mortgage obligations
 
 
-
 
 
299,644
 
 
-
 
 
299,644
 
Other Securities
 
 
2,234
 
 
-
 
 
-
 
 
2,234
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total availabe-for-sale securities
 
$
2,234
 
$
391,342
 
$
-
 
$
393,576
 
 
 
 
Fair Value Measurements at December 31, 2012, Using
 
 
 
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
Investment Securities
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
-
 
$
2,973
 
$
-
 
$
2,973
 
Obligations of states and political subdivisions
 
 
-
 
 
73,986
 
 
-
 
 
73,986
 
U.S. Government agencies collateralized
    by mortgage obligations
 
 
-
 
 
301,389
 
 
-
 
 
301,389
 
Other Securities
 
 
1,809
 
 
31
 
 
-
 
 
1,840
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total availabe-for-sale securities
 
$
1,809
 
$
378,379
 
$
-
 
$
380,188
 
 
 
12
 
Assets reported at fair value on a nonrecurring basis are summarized below:
 
Fair Value Measurements - Nonrecurring
 
 
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands, unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurements at June 30, 2013, Using
 
 
 
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
Collateral Dependent Impaired Loans
 
$
-
 
$
14,032
 
$
-
 
$
14,032
 
Foreclosed Assets
 
$
-
 
$
10,834
 
$
-
 
$
10,834
 
 
 
 
Fair Value Measurements at December 31, 2012, Using
 
 
 
Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
 
Collateral Dependent Impaired Loans
 
$
-
 
$
27,449
 
$
-
 
$
27,449
 
Foreclosed Assets
 
$
-
 
$
19,754
 
$
-
 
$
19,754
 
 
The table above only includes collateral-dependent impaired loan balances for which a specific reserve has been established or on which a write-down has been taken. Information on the Company’s total impaired loan balances, and specific loss reserves associated with those balances, is included in Note 11 below, and in Management’s Discussion and Analysis of Financial Condition and Results of Operation in the “Nonperforming Assets” and “Allowance for Loan and Lease Losses” sections.
 
The unobservable inputs are based on management’s best estimates of appropriate discounts in arriving at fair market value. Increases or decreases in any of those inputs could result in a significantly lower or higher fair value measurement. For example, a change in either direction of actual loss rates would have a directionally opposite change in the calculation of the fair value of unsecured impaired loans.

Note 10 – Investments
 
Although the Company currently has the intent and the ability to hold the securities in its investment portfolio to maturity, the securities are all marketable and are classified as "available for sale" to allow maximum flexibility with regard to interest rate risk and liquidity management. Pursuant to FASB's guidance on accounting for debt and equity securities, available for sale securities are carried on the Company's financial statements at their estimated fair market values, with monthly tax-effected "mark-to-market" adjustments made vis-à-vis accumulated other comprehensive income in shareholders' equity. The Company's available-for-sale investment securities totaled $394 million at June 30, 2013, and $380 million at December 31, 2012.
 
 
13
 
Amortized Cost And Estimated Fair Value
 
The amortized cost and estimated fair value of investment securities available-for-sale are as follows
(dollars in thousands, unaudited):
 
 
 
June 30, 2013
 
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government agencies
 
$
4,363
 
$
4
 
$
(74)
 
$
4,293
 
Obligations of state and political subdivisions
 
 
87,237
 
 
2,138
 
 
(1,970)
 
 
87,405
 
U.S. Government agencies collateralized
    by mortgage obligations
 
 
300,565
 
 
2,096
 
 
(3,017)
 
 
299,644
 
Equity Securities
 
 
1,336
 
 
898
 
 
-
 
 
2,234
 
 
 
$
393,501
 
$
5,136
 
$
(5,061)
 
$
393,576
 
 
 
 
December 31, 2012
 
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
U.S. Government agencies
 
$
2,987
 
$
3
 
$
(17)
 
$
2,973
 
Obligations of state and political subdivisions
 
 
70,736
 
 
3,430
 
 
(180)
 
 
73,986
 
U.S. Government agencies collateralized
    by mortgage obligations
 
 
298,806
 
 
3,547
 
 
(964)
 
 
301,389
 
Equity Securities
 
 
1,336
 
 
508
 
 
(4)
 
 
1,840
 
 
 
$
373,865
 
$
7,488
 
$
(1,165)
 
$
380,188
 
 
At June 30, 2013 and December 31, 2012, the Company had 209 securities and 89 securities, respectively, with unrealized losses. Management has evaluated those securities as of the respective dates, and does not believe that any of the associated unrealized losses are other than temporary. Information pertaining to our investment securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position, is disclosed in the table below.
 
 
14
  
Investment Portfolio - Unrealized Losses
(dollars in thousands, unaudited)
 
 
 
June 30, 2013
 
 
 
Less than Twelve Months
 
Over Twelve Months
 
 
 
Gross
 
 
 
 
Gross
 
 
 
 
 
 
Unrealized
 
 
 
 
Unrealized
 
 
 
 
 
 
Losses
 
Fair Value
 
Losses
 
Fair Value
 
U.S. Government Agencies
 
$
(74)
 
$
2,615
 
$
-
 
$
-
 
Obligations of State and Political Subdivisions
 
 
(1,948)
 
 
36,167
 
 
(22)
 
 
309
 
U.S. Government agencies collateralized by mortgage
      obligations
 
 
(2,786)
 
 
179,242
 
 
(231)
 
 
12,838
 
Other Securities
 
 
-
 
 
-
 
 
-
 
 
-
 
Total
 
$
(4,808)
 
$
218,024
 
$
(253)
 
$
13,147
 
 
 
 
December 31, 2012
 
 
 
Less than Twelve Months
 
Over Twelve Months
 
 
 
Gross
Unrealized
Losses
 
Fair Value
 
Gross
Unrealized
Losses
 
Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government Agencies
 
$
(17)
 
$
1,996
 
$
-
 
$
-
 
Obligations of State and Political Subdivisions
 
 
(180)
 
 
9,324
 
 
-
 
 
-
 
U.S. Government agencies collateralized by mortgage
      obligations
 
 
(903)
 
 
106,799
 
 
(61)
 
 
6,965
 
Other Securities
 
 
(4)
 
 
242
 
 
-
 
 
-
 
Total
 
$
(1,104)
 
$
118,361
 
$
(61)
 
$
6,965
 
 

Note 11 – Credit Quality and Nonperforming Assets
 
Credit Quality Classifications
 
The Company monitors the credit quality of loans on a continuous basis using the regulatory and accounting classifications of pass, special mention, substandard and impaired to characterize the associated credit risk. Balances classified as "loss" are immediately charged off. The Company conforms to the following definitions for risk classifications utilized:
 
 
·
Pass: Larger non-homogeneous loans not meeting the risk rating definitions below, and smaller homogeneous loans that are not assessed on an individual basis.
 
 
 
 
·
Special Mention: Loans which have potential issues that deserve the close attention of management. If left uncorrected, those potential weaknesses could eventually diminish the prospects for full repayment of principal and interest according to the contractual terms of the loan agreement, or could result in deterioration of the Company's credit position at some future date.
 
 
 
 
·
Substandard: Loans that have at least one clear and well-defined weakness which could jeopardize the ultimate recoverability of all principal and interest, such as a borrower displaying a highly leveraged position, unfavorable financial operating results and/or trends, uncertain repayment sources or a deteriorated financial condition.
 
 
 
 
·
Impaired: A loan is considered 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. Impaired loans include all nonperforming loans, loans classified as restructured troubled debt, and certain other loans that are still being maintained on accrual status. If the Bank grants a concession to a borrower in financial difficulty, the loan falls into the category of a troubled debt restructuring (TDR). A TDR may be nonperforming or performing, depending on its accrual status and the demonstrated ability of the borrower to comply with restructured terms.
 
 
15
 
Credit quality classifications for the Company's loan balances were as follows, as of the dates indicated:
 
Credit Quality Classifications
(dollars in thousands, unaudited)
 
 
 
June 30, 2013
 
 
 
Pass
 
Special
Mention
 
Substandard
 
Impaired
 
Total
 
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1-4 Family residential construction
 
$
1,226
 
$
258
 
$
131
 
$
-
 
$
1,615
 
Other construction/Land
 
 
14,273
 
 
740
 
 
370
 
 
7,411
 
 
22,794
 
1-4 Family - closed end
 
 
67,551
 
 
1,329
 
 
830
 
 
21,775
 
 
91,485
 
Equity Lines
 
 
54,288
 
 
83
 
 
1,896
 
 
1,089
 
 
57,356
 
Multi-family residential
 
 
5,944
 
 
429
 
 
-
 
 
-
 
 
6,373
 
Commercial real estate - owner occupied
 
 
138,154
 
 
19,053
 
 
6,462
 
 
9,627
 
 
173,296
 
Commercial real estate - non-owner occupied
 
 
80,269
 
 
4,212
 
 
409
 
 
13,944
 
 
98,834
 
Farmland
 
 
99,137
 
 
2,080
 
 
2,457
 
 
456
 
 
104,130
 
Total Real Estate
 
 
460,842
 
 
28,184
 
 
12,555
 
 
54,302
 
 
555,883
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agricultural
 
 
23,005
 
 
420
 
 
-
 
 
20
 
 
23,445
 
Commercial and Industrial
 
 
175,595
 
 
2,671
 
 
323
 
 
4,253
 
 
182,842
 
Small Business Administration
 
 
14,342
 
 
995
 
 
1,129
 
 
3,027
 
 
19,493
 
Direct finance leases
 
 
3,400
 
 
27
 
 
2
 
 
60
 
 
3,489
 
Consumer loans
 
 
20,578
 
 
299
 
 
211
 
 
3,954
 
 
25,042
 
Total Gross Loans and Leases
 
$
697,762
 
$
32,596
 
$
14,220
 
$
65,616
 
$
810,194
 
 
 
 
December 31, 2012
 
 
 
Pass
 
Special
Mention
 
Substandard
 
Impaired
 
Total
 
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1-4 Family residential construction
 
$
1,599
 
$
1,333
 
$
89
 
$
153
 
$
3,174
 
Other construction/Land
 
 
13,270
 
 
952
 
 
1,132
 
 
12,648
 
 
28,002
 
1-4 Family - closed end
 
 
73,003
 
 
2,484
 
 
1,208
 
 
23,222
 
 
99,917
 
Equity Lines
 
 
58,160
 
 
96
 
 
1,949
 
 
1,258
 
 
61,463
 
Multi-family residential
 
 
5,351
 
 
609
 
 
-
 
 
-
 
 
5,960
 
Commercial real estate - owner occupied
 
 
144,207
 
 
22,895
 
 
6,562
 
 
8,950
 
 
182,614
 
Commercial real estate - non-owner occupied
 
 
67,407
 
 
6,864
 
 
568
 
 
17,969
 
 
92,808
 
Farmland
 
 
64,176
 
 
2,216
 
 
3,526
 
 
1,933
 
 
71,851
 
Total Real Estate
 
 
427,173
 
 
37,449
 
 
15,034
 
 
66,133
 
 
545,789
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agricultural
 
 
21,333
 
 
462
 
 
24
 
 
663
 
 
22,482
 
Commercial and Industrial
 
 
248,157
 
 
5,020
 
 
1,845
 
 
3,656
 
 
258,678
 
Small Business Administration
 
 
15,002
 
 
1,551
 
 
743
 
 
3,227
 
 
20,523
 
Direct finance leases
 
 
4,076
 
 
22
 
 
-
 
 
135
 
 
4,233
 
Consumer loans
 
 
23,099
 
 
445
 
 
198
 
 
4,348
 
 
28,090
 
Total Gross Loans and Leases
 
$
738,840
 
$
44,949
 
$
17,844
 
$
78,162
 
$
879,795
 
 
Past Due and Nonperforming Assets
 
Nonperforming assets are comprised of loans for which the Company is no longer accruing interest, and foreclosed assets, including mobile homes and other real estate owned ("OREO"). OREO consists of properties acquired by foreclosure or similar means, which the Company is offering or will offer for sale. Nonperforming loans and leases result when reasonable doubt surfaces with regard to the ability of the Company to collect all principal and interest. At that point, we stop accruing interest on the loan or lease in question, and reverse any previously-recognized interest to the extent that it is uncollected or associated with interest-reserve loans. Any asset for which principal or interest has been in default for 90 days or more is also placed on non-accrual status, even if interest is still being received, unless the asset is both well secured and in the process of collection. An aging of the Company's loan balances, by number of days past due as of the indicated dates, is presented in the following tables:
 
 
16
 
Loan Portfolio Aging
(dollars in thousands, unaudited)