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AMES NATIONAL CORP - Quarter Report: 2013 September (Form 10-Q)


  UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q
[Mark One]
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to ____________

Commission File Number 0-32637

AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

IOWA
 
42-1039071
(State or Other Jurisdiction of Incorporation or Organization)
 
(I. R. S. Employer Identification Number)

405 FIFTH STREET
AMES, IOWA 50010
(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (515) 232-6251

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  x  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
 
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
COMMON STOCK, $2.00 PAR VALUE
9,310,913
(Class)
(Shares Outstanding at October 31, 2013)
 


AMES NATIONAL CORPORATION

INDEX

 
 
Page
 
 
 
PART I.
FINANCIAL INFORMATION
 
 
 
 
Item 1.
3
 
 
 
 
3
 
 
 
 
4
 
 
 
 
5
 
 
 
 
6
 
 
 
 
7
 
 
 
 
9
 
 
 
Item 2.
28
 
 
 
Item 3.
48
 
 
 
Item 4.
48
 
 
 
PART II.
OTHER INFORMATION
 
 
 
 
Item 1.
48
 
 
 
Item 1.A.
48
 
 
 
Item 2.
48
 
 
 
Item 3.
49
 
 
 
Item 4.
49
 
 
 
Item 5.
49
 
 
 
Item 6.
49
 
 
 
  50
 
2

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(unaudited)

 
 
September 30,
   
December 31,
 
ASSETS
 
2013
   
2012
 
 
 
   
 
Cash and due from banks
 
$
25,658,649
   
$
34,805,371
 
Interest bearing deposits in financial institutions
   
34,255,292
     
44,639,033
 
Securities available-for-sale
   
583,476,550
     
588,417,037
 
Loans receivable, net
   
528,706,450
     
510,125,880
 
Loans held for sale
   
627,754
     
1,030,180
 
Bank premises and equipment, net
   
12,072,845
     
12,233,464
 
Accrued income receivable
   
8,090,874
     
7,173,703
 
Other real estate owned
   
8,993,815
     
9,910,825
 
Deferred income taxes
   
4,103,206
     
-
 
Core deposit intangible, net
   
1,095,315
     
1,303,264
 
Goodwill
   
5,600,749
     
5,600,749
 
Other assets
   
551,320
     
2,452,593
 
 
               
Total assets
 
$
1,213,232,819
   
$
1,217,692,099
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
               
 
               
LIABILITIES
               
Deposits
               
Demand, noninterest bearing
 
$
165,723,905
   
$
182,033,279
 
NOW accounts
   
287,015,885
     
287,294,015
 
Savings and money market
   
283,671,827
     
279,774,197
 
Time, $100,000 and over
   
93,306,121
     
99,925,619
 
Other time
   
147,288,212
     
155,705,340
 
Total deposits
   
977,005,950
     
1,004,732,450
 
 
               
Securities sold under agreements to repurchase
   
31,973,603
     
27,088,660
 
Federal Home Loan Bank (FHLB) advances
   
37,558,364
     
14,611,035
 
Other long-term borrowings
   
20,000,000
     
20,000,000
 
Dividend payable
   
1,489,746
     
1,396,627
 
Deferred income taxes
   
-
     
1,632,560
 
Accrued expenses and other liabilities
   
3,851,551
     
3,495,032
 
Total liabilities
   
1,071,879,214
     
1,072,956,364
 
 
               
STOCKHOLDERS' EQUITY
               
Common stock, $2 par value, authorized 18,000,000 shares; issued 9,432,915 shares; outstanding 9,310,913 shares as of September 30, 2013 and December 31, 2012
   
18,865,830
     
18,865,830
 
Additional paid-in capital
   
22,651,222
     
22,651,222
 
Retained earnings
   
100,267,297
     
94,159,839
 
Accumulated other comprehensive income - net unrealized gain on securities available-for-sale
   
1,585,754
     
11,075,342
 
Treasury stock, at cost; 122,002 shares at September 30, 2013 and December 31, 2012
   
(2,016,498
)
   
(2,016,498
)
Total stockholders' equity
   
141,353,605
     
144,735,735
 
 
               
Total liabilities and stockholders' equity
 
$
1,213,232,819
   
$
1,217,692,099
 

See Notes to Consolidated Financial Statements.
3

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(unaudited)

 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
 
   
   
   
 
Interest income:
 
   
   
   
 
Loans, including fees
 
$
6,569,005
   
$
6,413,866
   
$
18,874,279
   
$
18,470,183
 
Securities:
                               
Taxable
   
1,357,658
     
1,441,987
     
4,137,431
     
4,660,121
 
Tax-exempt
   
1,737,687
     
1,697,690
     
5,212,498
     
5,046,835
 
Interest bearing deposits and federal funds sold
   
86,126
     
113,149
     
304,172
     
371,328
 
Total interest income
   
9,750,476
     
9,666,692
     
28,528,380
     
28,548,467
 
 
                               
Interest expense:
                               
Deposits
   
924,219
     
1,097,372
     
2,919,660
     
3,419,854
 
Other borrowed funds
   
315,116
     
322,887
     
905,966
     
972,023
 
Total interest expense
   
1,239,335
     
1,420,259
     
3,825,626
     
4,391,877
 
 
                               
Net interest income
   
8,511,141
     
8,246,433
     
24,702,754
     
24,156,590
 
 
                               
Provision for loan losses
   
92,388
     
35,664
     
165,962
     
151,369
 
 
                               
Net interest income after provision for loan losses
   
8,418,753
     
8,210,769
     
24,536,792
     
24,005,221
 
 
                               
Noninterest income:
                               
Trust services income
   
473,471
     
491,943
     
1,459,414
     
1,527,657
 
Service fees
   
402,062
     
429,958
     
1,179,889
     
1,161,170
 
Securities gains, net
   
204,738
     
220,230
     
637,979
     
538,298
 
Gain on sale of loans held for sale
   
268,658
     
440,232
     
969,578
     
1,082,126
 
Merchant and card fees
   
271,485
     
273,514
     
884,583
     
809,764
 
Other noninterest income
   
199,319
     
202,627
     
620,278
     
571,009
 
Total noninterest income
   
1,819,733
     
2,058,504
     
5,751,721
     
5,690,024
 
 
                               
Noninterest expense:
                               
Salaries and employee benefits
   
3,288,760
     
3,112,396
     
9,736,156
     
9,293,203
 
Data processing
   
581,301
     
558,314
     
1,781,152
     
1,632,518
 
Occupancy expenses
   
358,739
     
362,217
     
1,103,920
     
1,069,972
 
FDIC insurance assessments
   
173,878
     
158,745
     
506,629
     
477,961
 
Professional fees
   
313,174
     
303,209
     
853,202
     
933,602
 
Business development
   
255,899
     
209,138
     
649,283
     
600,203
 
Other real estate owned (income) expense, net
   
(14,436
)
   
31,330
     
653,302
     
472,123
 
Core deposit intangible amortization
   
65,751
     
73,776
     
207,949
     
122,960
 
Other operating expenses, net
   
207,437
     
233,434
     
696,195
     
773,728
 
Total noninterest expense
   
5,230,503
     
5,042,559
     
16,187,788
     
15,376,270
 
 
                               
Income before income taxes
   
5,007,983
     
5,226,714
     
14,100,725
     
14,318,975
 
 
                               
Provision for income taxes
   
1,295,916
     
1,365,719
     
3,524,028
     
3,605,406
 
 
                               
Net income
 
$
3,712,067
   
$
3,860,995
   
$
10,576,697
   
$
10,713,569
 
 
                               
Basic and diluted earnings per share
 
$
0.40
   
$
0.41
   
$
1.14
   
$
1.15
 
 
                               
Dividends declared per share
 
$
0.16
   
$
0.15
   
$
0.48
   
$
0.45
 

See Notes to Consolidated Financial Statements.
4

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)

 
 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
 
   
   
   
 
 
 
   
   
   
 
Net income
 
$
3,712,067
   
$
3,860,995
   
$
10,576,697
   
$
10,713,569
 
Other comprehensive income (loss), before tax:
                               
Unrealized gains (losses) on securities before tax:
                               
Unrealized holding gains (losses) arising during the period
   
4,563,574
     
2,643,541
     
(14,424,859
)
   
5,212,820
 
Less: reclassification adjustment for gains realized in net income
   
204,738
     
220,230
     
637,979
     
538,298
 
Other comprehensive income (loss) before tax
   
4,358,836
     
2,423,311
     
(15,062,838
)
   
4,674,522
 
Tax effect related to other comprehensive income (loss)
   
(1,612,769
)
   
(869,031
)
   
5,573,250
     
(1,701,979
)
Other comprehensive income (loss), net of tax
   
2,746,067
     
1,554,280
     
(9,489,588
)
   
2,972,543
 
Comprehensive income
 
$
6,458,134
   
$
5,415,275
   
$
1,087,109
   
$
13,686,112
 

See Notes to Consolidated Financial Statements.
5

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
Nine Months Ended September 30, 2013 and 2012

 
 
Common
Stock
   
Additional
Paid-in-Capital
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Income, Net of
Taxes
   
Treasury Stock
   
Total
Stockholders'
Equity
 
 
 
   
   
   
   
   
 
Balance, December 31, 2011
 
$
18,865,830
   
$
22,651,222
   
$
85,564,078
   
$
9,492,753
   
$
(2,016,498
)
 
$
134,557,385
 
Net income
   
-
     
-
     
10,713,569
     
-
     
-
     
10,713,569
 
Other comprehensive income
   
-
     
-
     
-
     
2,972,543
     
-
     
2,972,543
 
Cash dividends declared, $0.45 per share
   
-
     
-
     
(4,189,913
)
   
-
     
-
     
(4,189,913
)
Balance, September 30, 2012
 
$
18,865,830
   
$
22,651,222
   
$
92,087,734
   
$
12,465,296
   
$
(2,016,498
)
 
$
144,053,584
 
 
                                               
Balance, December 31, 2012
 
$
18,865,830
   
$
22,651,222
   
$
94,159,839
   
$
11,075,342
   
$
(2,016,498
)
 
$
144,735,735
 
Net income
   
-
     
-
     
10,576,697
     
-
     
-
     
10,576,697
 
Other comprehensive loss
   
-
     
-
     
-
     
(9,489,588
)
   
-
     
(9,489,588
)
Cash dividends declared, $0.48 per share
   
-
     
-
     
(4,469,239
)
   
-
     
-
     
(4,469,239
)
Balance, September 30, 2013
 
$
18,865,830
   
$
22,651,222
   
$
100,267,297
   
$
1,585,754
   
$
(2,016,498
)
 
$
141,353,605
 

See Notes to Consolidated Financial Statements.
6

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended September 30, 2013 and 2012

 
 
2013
   
2012
 
 
 
   
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
   
 
Net income
 
$
10,576,697
   
$
10,713,569
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for loan losses
   
165,962
     
151,369
 
Provision for off-balance sheet commitments
   
25,700
     
19,000
 
Amortization, net, securities available-for-sale
   
4,881,915
     
4,649,555
 
Amortization of core deposit intangible asset
   
207,949
     
122,960
 
Depreciation
   
588,729
     
568,080
 
Credit for deferred income taxes
   
(162,516
)
   
(189,224
)
Securities gains, net
   
(637,979
)
   
(538,298
)
Impairment of other real estate owned
   
670,000
     
303,588
 
Loss (gain) on sale of other real estate owned, net
   
(32,601
)
   
46,867
 
Change in assets and liabilities:
               
Increase (decrease) in loans held for sale
   
402,426
     
(358,001
)
(Increase) in accrued income receivable
   
(917,171
)
   
(1,058,920
)
(Increase) decrease in other assets
   
1,893,136
     
(4,897,038
)
Increase in accrued expenses and other liabilities
   
330,819
     
693,448
 
Net cash provided by operating activities
   
17,993,066
     
10,226,955
 
 
               
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of securities available-for-sale
   
(133,272,394
)
   
(175,323,766
)
Proceeds from sale of securities available-for-sale
   
28,314,668
     
19,612,753
 
Proceeds from maturities and calls of securities available-for-sale
   
90,110,257
     
91,016,839
 
Net (increase) decrease in interest bearing deposits in financial institutions
   
10,383,741
     
(2,018,139
)
Net (increase) in loans
   
(18,638,285
)
   
(5,205,943
)
Net proceeds from the sale of other real estate owned
   
493,360
     
840,725
 
Purchase of bank premises and equipment, net
   
(419,973
)
   
(370,766
)
Cash acquired, net of cash paid, for acquired bank offices
   
-
     
44,303,137
 
Net cash used in investing activities
   
(23,028,626
)
   
(27,145,160
)
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
               
Increase (decrease) in deposits
   
(27,567,314
)
   
24,908,092
 
Increase (decrease) in securities sold under agreements to repurchase
   
4,884,943
     
(2,721,894
)
Proceeds from FHLB borrowings
   
2,000,000
     
-
 
Payments on FHLB borrowings
   
(2,052,671
)
   
(551,021
)
Proceeds from short-term FHLB borrowings, net
   
23,000,000
     
-
 
Dividends paid
   
(4,376,120
)
   
(4,003,695
)
Net cash provided by (used in) financing activities
   
(4,111,162
)
   
17,631,482
 
 
               
Net increase (decrease) in cash and due from banks
   
(9,146,722
)
   
713,277
 
 
               
CASH AND DUE FROM BANKS
               
Beginning
   
34,805,371
     
22,829,291
 
Ending
 
$
25,658,649
   
$
23,542,568
 

7

AMES NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(unaudited)
Nine Months Ended September 30, 2013 and 2012

 
 
2013
   
2012
 
 
 
   
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 
   
 
Cash payments for:
 
   
 
Interest
 
$
4,169,666
   
$
4,606,845
 
Income taxes
   
3,580,854
     
3,599,844
 
 
               
SUPPLEMENTAL DISCLOSURE OF NONCASH  INVESTING ACTIVITIES
               
Transfer of loans receivable to other real estate owned
 
$
213,749
   
$
1,592,446
 
 
               
Business Combination:
               
Fair value of loans receivable acquired
 
$
-
   
$
46,103,022
 
Fair value of bank premises and equipment acquired
   
-
     
864,500
 
Fair value of other tangible assets acquired
   
-
     
514,760
 
Goodwill
   
-
     
5,600,749
 
Core deposit intangible asset
   
-
     
1,500,000
 
Deposits assumed
   
-
     
98,766,558
 
Other liabilities assumed
   
-
     
119,610
 

See Notes to Consolidated Financial Statements.
8

AMES NATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)

1.            Significant Accounting Policies

The consolidated financial statements for the three and nine months ended September 30, 2013 and 2012 are unaudited. In the opinion of the management of Ames National Corporation (the "Company"), these financial statements reflect all adjustments, consisting only of normal recurring accruals, necessary to present fairly these consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of results which may be expected for an entire year. Certain information and footnote disclosures normally included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the requirements for interim financial statements. The interim financial statements and notes thereto should be read in conjunction with the year-end audited financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 (the “Annual Report”). The consolidated financial statements include the accounts of the Company and its wholly-owned banking subsidiaries (the “Banks”). All significant intercompany balances and transactions have been eliminated in consolidation.

Goodwill and core deposit intangible asset:  Goodwill represents the excess of cost over the fair value of net assets acquired.  Goodwill resulting from acquisitions is not amortized, but is tested for impairment annually or whenever events change and circumstances indicate that it is more likely than not that an impairment loss  has occurred.  Goodwill is tested for impairment using a two-step process that begins with an estimation of the fair value of a reporting unit.  The second step, if necessary, measures the amount of impairment, if any.

Significant judgment is applied when goodwill is assessed for impairment.  This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, incorporating general economic and market conditions and selecting an appropriate control premium.  At September 30, 2013, Company management has performed a goodwill impairment analysis and determined goodwill was not impaired.

The only other significant intangible asset is a core deposit intangible.  The core deposit intangible asset is determined to have a definite life and is amortized over the estimated useful life.  The core deposit intangible asset is a customer based relationship valuation attributed to the expectation of a lower net cost of these deposits versus alternative sources of funds.  The core deposit intangible asset is reviewed for impairment whenever events occur or circumstances indicate that the carrying amount may not be recoverable.  No such events have occurred and Company management continues to amortize over the original estimated useful life.

2.            Office Acquisition

On April 27, 2012, Reliance State Bank (Reliance Bank) completed the purchase of two bank offices located in Garner and Klemme, Iowa (the “Acquisition”).  This Acquisition was consistent with the Bank’s strategy to strengthen and expand its Iowa market share.  The acquired assets and liabilities were recorded at fair value at the date of acquisition.  These offices were purchased for cash consideration of $5.4 million.  As a result of the Acquisition, the Company recorded a core deposit intangible asset of $1,500,000 and goodwill of $5,601,000. The results of operations for this Acquisition have been included since the transaction date of April 27, 2012.
9

The following table summarizes the fair value of the total consideration transferred as a part of the Acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction.
 
 
 
April 27,
 
 
 
2012
 
 
 
 
Cash consideration transferred
 
$
5,400,000
 
 
       
Recognized amounts of identifiable assets acquired and liabilities assumed:
       
 
       
Cash
 
$
49,703,137
 
Loans receivable
   
46,103,022
 
Accrued interest receivable
   
514,760
 
Bank premises and equipment
   
864,500
 
Core deposit intangible asset
   
1,500,000
 
Deposits
   
(98,766,558
)
Accrued interest payable and other liabilities
   
(119,610
)
 
       
Total identifiable net liabilities
 
$
(200,749
)
 
       
Goodwill
 
$
5,600,749
 
 
On April 27, 2012, the contractual balance of loans receivable acquired was $46,972,000 and the contractual balance of the deposits assumed was $98,109,000.  Loans receivable acquired include agricultural real estate, commercial real estate, 1-4 family real estate, commercial operating, agricultural operating and consumer loans determined to be pass rated.

The core deposit intangible asset is amortized to expense on a declining basis over a period of seven years.  The loan market valuation is accreted to income on a declining basis over a nine year period.  The time deposits market valuation is amortized to expense on a declining basis over a three year period.

3.            Dividends

On August 14, 2013, the Company declared a cash dividend on its common stock, payable on November 15, 2013 to stockholders of record as of November 1, 2013, equal to $0.16 per share.

4.        Earnings Per Share

Earnings per share amounts were calculated using the weighted average shares outstanding during the periods presented. The weighted average outstanding shares for the three and nine months ended September 30, 2013 and 2012 were 9,310,913.  The Company had no potentially dilutive securities outstanding during the periods presented.

5.            Off-Balance Sheet Arrangements

The Company is party to financial instruments with off-balance sheet risk in the normal course of business.  These financial instruments include commitments to extend credit and standby letters of credit.  These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet.  No material changes in the Company’s off-balance sheet arrangements have occurred since December 31, 2012.
10

6.            Fair Value Measurements

Assets and liabilities carried at fair value are required to be classified and disclosed according to the process for determining fair value.  There are three levels of determining fair value.

Level 1:  Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.  A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

Level 2:  Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted process for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatility, prepayment speeds, credit risk); or inputs derived principally from or can be corroborated by observable market data by correlation or other means.

Level 3:  Inputs to the valuation methodology are unobservable and significant to the fair value measurement.  Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

11

The following table presents the balances of assets measured at fair value on a recurring basis by level as of September 30, 2013 and December 31, 2012.
 
Description
 
Total
   
Level 1
   
Level 2
   
Level 3
 
 
 
   
   
   
 
2013
 
   
   
   
 
 
 
   
   
   
 
U.S. government agencies
 
$
54,040,000
   
$
-
   
$
54,040,000
   
$
-
 
U.S. government mortgage-backed securities
   
164,187,000
     
-
     
164,187,000
     
-
 
State and political subdivisions
   
315,083,000
     
-
     
315,083,000
     
-
 
Corporate bonds
   
45,473,000
     
-
     
45,473,000
     
-
 
Equity securities, financial industry common stock
   
717,000
     
717,000
     
-
     
-
 
Equity securities, other
   
3,977,000
     
-
     
3,977,000
     
-
 
 
                               
 
 
$
583,477,000
   
$
717,000
   
$
582,760,000
   
$
-
 
 
                               
2012
                               
 
                               
U.S. government agencies
 
$
48,687,000
   
$
-
   
$
48,687,000
   
$
-
 
U.S. government mortgage-backed securities
   
191,957,000
     
-
     
191,957,000
     
-
 
State and political subdivisions
   
309,573,000
     
-
     
309,573,000
     
-
 
Corporate bonds
   
34,761,000
     
-
     
34,761,000
     
-
 
Equity securities, financial industry common stock
   
630,000
     
630,000
     
-
     
-
 
Equity securities, other
   
2,809,000
     
-
     
2,809,000
     
-
 
 
                               
 
 
$
588,417,000
   
$
630,000
   
$
587,787,000
   
$
-
 
 
Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, as well as U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets. Other securities available-for-sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things.
12

Certain assets are measured at fair value on a nonrecurring basis; that is, they are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).  The following table presents the assets carried on the balance sheet (after specific reserves) by caption and by level with the valuation hierarchy as of September 30, 2013 and December 31, 2012.

Description
 
Total
   
Level 1
   
Level 2
   
Level 3
 
 
 
   
   
   
 
2013
 
   
   
   
 
 
 
   
   
   
 
Loans receivable
 
$
750,000
   
$
-
   
$
-
   
$
750,000
 
Other real estate owned
   
8,994,000
     
-
     
-
     
8,994,000
 
 
                               
Total
 
$
9,744,000
   
$
-
   
$
-
   
$
9,744,000
 
 
                               
2012
                               
 
                               
Loans receivable
 
$
2,732,000
   
$
-
   
$
-
   
$
2,732,000
 
Other real estate owned
   
9,911,000
     
-
     
-
     
9,911,000
 
 
                               
Total
 
$
12,643,000
   
$
-
   
$
-
   
$
12,643,000
 

 
Loans Receivable:  Loans in the tables above consist of impaired credits held for investment.  In accordance with the loan impairment guidance, impairment was measured based on the fair value of collateral less estimated selling costs for collateral dependent loans.  Fair value for impaired loans is based upon appraised values of collateral adjusted for trends observed in the market.  A valuation allowance was recorded for the excess of the loan’s recorded investment over the amounts determined by the collateral value method.  This valuation is a component of the allowance for loan losses.  The Company considers these fair value measurements as level 3.

Other Real Estate Owned:  Other real estate owned in the table above consists of real estate obtained through foreclosure.  Other real estate owned is recorded at fair value less estimated selling costs, at the date of transfer.  Subsequent to the transfer, other real estate owned is carried at the lower of cost or fair value, less estimated selling costs.  The carrying value of other real estate owned is not re-measured to fair value on a recurring basis but is subject to fair value adjustments when the carrying value exceeds the fair value less estimated selling costs.  Management uses appraised values and adjusts for trends observed in the market and for disposition costs in determining the value of other real estate owned. A valuation allowance was recorded for the excess of the asset’s recorded investment over the amount determined by the fair value, less estimated selling costs.  This valuation allowance is a component of the allowance for other real estate owned.  The valuation allowance was $4,644,000 and $4,004,000 as of September 30, 2013 and December 31, 2012, respectively.  The Company considers these fair values level 3.
13

The significant inputs used in the fair value measurements for Level 3 assets measured at fair value on a nonrecurring basis as of September 30, 2013 and December 31, 2013 are as follows:
 
 
 
September 30, 2013
 
 
 
Fair Value
 
Valuation
Techniques
 
Range of
Unobservable Inputs
 
Range
(Average)
 
 
 
 
 
     
Impaired Loans
 
$
750,000
 
Evaluation of collateral
Estimation of value
NM*
 
       
 
 
     
Other real estate owned
 
$
8,994,000
 
Appraisal
Appraisal adjustment
6%-10% (8%)
 
* Not Meaningful. Evaluations of the underlying assets are completed for each impaired loan with a specific reserve. The types of collateral vary widely and could include accounts receivables, inventory, a variety of equipment and real estate. Collateral evaluations are reviewed and discounted as appropriate based on knowledge of the specific type of collateral. In the case of real estate, an independent appraisal may be obtained. Types of discounts considered included aging of receivables, condition of the collateral, potential market for the collateral and estimated disposal costs. These discounts will vary from loan to loan, thus providing a range would not be meaningful.

GAAP requires disclosure of the fair value of financial assets and financial liabilities, including those that are not measured and reported at fair value on a recurring basis or nonrecurring basis.  The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or nonrecurring basis are discussed above.  The methodologies for other financial assets and financial liabilities are discussed below.

Fair value of financial instruments:

Disclosure of fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the consolidated balance sheets. In cases in which quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases could not be realized in immediate settlement of the instruments. Certain financial instruments with a fair value that is not practicable to estimate and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not necessarily represent the underlying value of the Company.

The following disclosures represent financial instruments in which the ending balances at September 30, 2013 and December 31, 2012 are not carried at fair value in their entirety on the consolidated balance sheets.

Cash and due from banks and interest bearing deposits in financial institutions:  The recorded amount of these assets approximates fair value.

Securities available-for-sale:  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the securities credit rating, prepayment assumptions and other factors such as credit loss assumptions.

Loans held for sale:  The fair value of loans held for sale is based on prevailing market prices.
14

Loans receivable:  The fair value of loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates, which reflect the credit and interest rate risk inherent in the loan.  The estimate of maturity is based on the historical experience, with repayments for each loan classification modified, as required, by an estimate of the effect of current economic and lending conditions.  The effect of nonperforming loans is considered in assessing the credit risk inherent in the fair value estimate.

Deposit liabilities:  Fair values of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and NOW accounts, and money market accounts, are equal to the amount payable on demand as of the respective balance sheet date.  Fair values of certificates of deposit are based on the discounted value of contractual cash flows.  The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.  The fair value estimates do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market.

Securities sold under agreements to repurchase:  The carrying amounts of securities sold under agreements to repurchase approximate fair value because of the generally short-term nature of the instruments.

FHLB advances and other long-term borrowings:  Fair values of FHLB advances and other long-term borrowings are estimated using discounted cash flow analysis based on interest rates currently being offered with similar terms.

Accrued income receivable and accrued interest payable:  The carrying amounts of accrued income receivable and accrued interest payable approximate fair value.

Commitments to extend credit and standby letters of credit:  The fair values of commitments to extend credit and standby letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and credit worthiness of the counterparties.  The carry value and fair value of the commitments to extend credit and standby letters of credit are not considered significant.

Limitations:  Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.
15

The estimated fair values of the Company’s financial instruments as described above were as follows:
 
 
         
 
   
September 30,
2013
   
December 31,
2012
 
Fair Value
Hierarchy
 Level
 
Carrying
Amount
   
Fair
Value
   
Carrying
Amount
   
Fair
Value
 
 
   
   
   
   
 
Financial assets:
 
   
   
   
 
Cash and due from banks
Level 1
 
$
25,658,649
   
$
25,659,000
   
$
34,805,371
   
$
34,805,000
 
Interest bearing deposits
Level 1
   
34,255,292
     
34,255,000
     
44,639,033
     
44,639,000
 
Securities available-for-sale
See previous table
   
583,476,550
     
583,477,000
     
588,417,037
     
588,417,000
 
Loans receivable, net
Level 2
   
528,706,450
     
527,901,000
     
510,125,880
     
514,047,000
 
Loans held for sale
Level 2
   
627,754
     
628,000
     
1,030,180
     
1,030,000
 
Accrued income receivable
Level 1
   
8,090,874
     
8,091,000
     
7,173,703
     
7,174,000
 
Financial liabilities:
                               
Deposits
Level 2
 
$
977,005,950
   
$
979,425,000
   
$
1,004,732,450
   
$
1,008,013,000
 
Securities sold under agreements to repurchase
Level 1
   
31,973,603
     
31,974,000
     
27,088,660
     
27,089,000
 
FHLB advances
Level 2
   
37,558,364
     
38,399,000
     
14,611,035
     
15,997,000
 
Other long-term borrowings
Level 2
   
20,000,000
     
22,025,000
     
20,000,000
     
22,404,000
 
Accrued interest payable
Level 1
   
567,571
     
568,000
     
752,425
     
752,000
 

The methodologies used to determine fair value as of September 30, 2013 did not change from the methodologies used in the December 31, 2012 Annual Report.
 
16

7.            Debt and Equity Securities

The amortized cost of securities available-for-sale and their fair values are summarized below:

 
 
   
Gross
   
Gross
   
 
 
 
Amortized
   
Unrealized
   
Unrealized
   
 
 
 
Cost
   
Gains
   
Losses
   
Fair Value
 
September 30, 2013:
 
   
   
   
 
U.S. government agencies
 
$
53,751,511
   
$
1,387,809
   
$
(1,099,568
)
 
$
54,039,752
 
U.S. government mortgage-backed securities
   
161,818,718
     
3,255,891
     
(887,542
)
   
164,187,067
 
State and political subdivisions
   
313,930,908
     
5,207,832
     
(4,055,409
)
   
315,083,331
 
Corporate bonds
   
46,851,545
     
746,382
     
(2,125,327
)
   
45,472,600
 
Equity securities, financial industry common stock
   
629,700
     
87,000
     
-
     
716,700
 
Equity securities, other
   
3,977,100
     
-
     
-
     
3,977,100
 
 
 
$
580,959,482
   
$
10,684,914
   
$
(8,167,846
)
 
$
583,476,550
 
 
                               
 
         
Gross
   
Gross
         
 
 
Amortized
   
Unrealized
   
Unrealized
         
 
 
Cost
   
Gains
   
Losses
   
Fair Value
 
December 31, 2012:
                               
U.S. government agencies
 
$
46,264,590
   
$
2,422,445
   
$
-
   
$
48,687,035
 
U.S. government mortgage-backed securities
   
187,174,681
     
4,947,586
     
(165,076
)
   
191,957,191
 
State and political subdivisions
   
300,025,960
     
9,963,545
     
(416,544
)
   
309,572,961
 
Corporate bonds
   
33,933,600
     
1,098,168
     
(270,218
)
   
34,761,550
 
Equity securities, financial industry common stock
   
629,700
     
-
     
-
     
629,700
 
Equity securities, other
   
2,808,600
     
-
     
-
     
2,808,600
 
 
 
$
570,837,131
   
$
18,431,744
   
$
(851,838
)
 
$
588,417,037
 

The proceeds, gains and losses from securities available-for-sale are summarized as follows:

 
 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
Proceeds from sales of securities available-for-sale
 
$
12,696,659
   
$
9,580,189
   
$
28,314,668
   
$
19,612,753
 
Gross realized gains on securities available-for-sale
   
261,219
     
222,096
     
695,972
     
540,394
 
Gross realized losses on securities available-for-sale
   
56,481
     
1,866
     
57,993
     
2,096
 
Tax provision applicable to net realized gains on securities available-for-sale
   
76,000
     
82,000
     
238,000
     
201,000
 
 
17

Unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are summarized as follows:

 
 
Less than 12 Months
   
12 Months or More
   
Total
 
 
 
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
September 30, 2013:
 
   
   
   
   
   
 
 
 
   
   
   
   
   
 
Securities available-for-sale:
 
   
   
   
   
   
 
U.S. government agencies
 
$
19,755,860
   
$
(1,099,568
)
 
$
-
   
$
-
   
$
19,755,860
   
$
(1,099,568
)
U.S. government mortgage-backed securities
   
53,188,237
     
(887,542
)
   
-
     
-
     
53,188,237
     
(887,542
)
State and political subdivisions
   
113,736,391
     
(3,922,728
)
   
3,223,879
     
(132,681
)
   
116,960,270
     
(4,055,409
)
Corporate bonds
   
28,706,996
     
(1,791,764
)
   
3,775,824
     
(333,563
)
   
32,482,820
     
(2,125,327
)
 
 
$
215,387,484
   
$
(7,701,602
)
 
$
6,999,703
   
$
(466,244
)
 
$
222,387,187
   
$
(8,167,846
)
 
                                               
 
 
Less than 12 Months
   
12 Months or More
   
Total
 
 
 
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
December 31, 2012:
                                               
 
                                               
Securities available-for-sale:
                                               
U.S. government mortgage-backed securities
 
$
20,972,453
   
$
(165,076
)
 
$
-
   
$
-
   
$
20,972,453
   
$
(165,076
)
State and political subdivisions
   
30,651,869
     
(410,357
)
   
578,145
     
(6,187
)
   
31,230,014
     
(416,544
)
Corporate bonds
   
13,979,171
     
(270,218
)
   
-
     
-
     
13,979,171
     
(270,218
)
 
 
$
65,603,493
   
$
(845,651
)
 
$
578,145
   
$
(6,187
)
 
$
66,181,638
   
$
(851,838
)
 
Gross unrealized losses on debt securities totaled $8,167,846 as of September 30, 2013.  These unrealized losses are generally due to changes in interest rates or general market conditions.  In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. Management concluded that the gross unrealized losses on debt securities were temporary.  Due to potential changes in conditions, it is at least reasonably possible that changes in fair values and management’s assessments will occur in the near term and that such changes could materially affect the amounts reported in the Company’s financial statements.
18

8.            Loan Receivable and Credit Disclosures

Activity in the allowance for loan losses, on a disaggregated basis, for the three and nine months ended September 30, 2013 and 2012 is as follows: (in thousands)
 
 
 
Three Months Ended September 30, 2013
 
 
 
   
1-4 Family
   
   
   
   
   
   
 
 
 
Construction
   
Residential
   
Commercial
   
Agricultural
   
   
   
Consumer
   
 
 
 
Real Estate
   
Real Estate
   
Real Estate
   
Real Estate
   
Commercial
   
Agricultural
   
and Other
   
Total
 
Balance, June 30, 2013
 
$
332
   
$
1,456
   
$
3,002
   
$
591
   
$
1,343
   
$
921
   
$
174
   
$
7,819
 
Provision (credit) for loan losses
   
(111
)
   
40
     
162
     
21
     
(78
)
   
68
     
(10
)
   
92
 
Recoveries of loans charged-off
   
-
     
2
     
17
     
-
     
1
     
-
     
4
     
24
 
Loans charged-off
   
-
     
(18
)
   
-
     
-
     
-
     
-
     
(14
)
   
(32
)
Balance, September 30 2013
 
$
221
   
$
1,480
   
$
3,181
   
$
612
   
$
1,266
   
$
989
   
$
154
   
$
7,903
 

 
 
Nine Months Ended September 30 2013
 
 
 
   
1-4 Family
   
   
   
   
   
   
 
 
 
Construction
   
Residential
   
Commercial
   
Agricultural
   
   
   
Consumer
   
 
 
 
Real Estate
   
Real Estate
   
Real Estate
   
Real Estate
   
Commercial
   
Agricultural
   
and Other
   
Total
 
Balance, December 31, 2012
 
$
375
   
$
1,433
   
$
2,859
   
$
523
   
$
1,461
   
$
945
   
$
177
   
$
7,773
 
Provision (credit) for loan losses
   
(154
)
   
88
     
305
     
89
     
(198
)
   
44
     
(8
)
   
166
 
Recoveries of loans charged-off
   
-
     
40
     
17
     
-
     
3
     
-
     
12
     
72
 
Loans charged-off
   
-
     
(81
)
   
-
     
-
     
-
     
-
     
(27
)
   
(108
)
Balance, September 30, 2013
 
$
221
   
$
1,480
   
$
3,181
   
$
612
   
$
1,266
   
$
989
   
$
154
   
$
7,903
 

 
 
Three Months Ended September 30 2012
 
 
 
   
1-4 Family
   
   
   
   
   
   
 
 
 
Construction
   
Residential
   
Commercial
   
Agricultural
   
   
   
Consumer
   
 
 
 
Real Estate
   
Real Estate
   
Real Estate
   
Real Estate
   
Commercial
   
Agricultural
   
and Other
   
Total
 
Balance, June 30, 2012
 
$
739
   
$
1,473
   
$
2,912
   
$
466
   
$
1,406
   
$
820
   
$
205
   
$
8,021
 
Provision (credit) for loan losses
   
(48
)
   
50
     
48
     
10
     
(10
)
   
(8
)
   
(6
)
   
36
 
Recoveries of loans charged-off
   
-
     
2
     
-
     
-
     
1
     
-
     
8
     
11
 
Loans charged-off
   
-
     
(40
)
   
-
     
-
     
-
     
-
     
(19
)
   
(59
)
Balance, September 30, 2012
 
$
691
   
$
1,485
   
$
2,960
   
$
476
   
$
1,397
   
$
812
   
$
188
   
$
8,009
 

 
 
Nine Months Ended September 30, 2012
 
 
 
   
1-4 Family
   
   
   
   
   
   
 
 
 
Construction
   
Residential
   
Commercial
   
Agricultural
   
   
   
Consumer
   
 
 
 
Real Estate
   
Real Estate
   
Real Estate
   
Real Estate
   
Commercial
   
Agricultural
   
and Other
   
Total
 
Balance, December 31, 2011
 
$
793
   
$
1,402
   
$
2,859
   
$
501
   
$
1,352
   
$
764
   
$
234
   
$
7,905
 
Provision (credit) for loan losses
   
(102
)
   
127
     
101
     
(25
)
   
51
     
48
     
(49
)
   
151
 
Recoveries of loans charged-off
   
-
     
5
     
-
     
-
     
6
     
-
     
41
     
52
 
Loans charged-off
   
-
     
(49
)
   
-
     
-
     
(12
)
   
-
     
(38
)
   
(99
)
Balance, September 30, 2012
 
$
691
   
$
1,485
   
$
2,960
   
$
476
   
$
1,397
   
$
812
   
$
188
   
$
8,009
 
19

Allowance for loan losses disaggregated on the basis of impairment analysis method as of September 30, 2013 and December 31, 2012 is as follows: (in thousands)

2013
 
 
 
 
   
1-4 Family
   
   
   
   
   
   
 
 
 
Construction
   
Residential
   
Commercial
   
Agricultural
   
   
   
Consumer
   
 
 
 
Real Estate
   
Real Estate
   
Real Estate
   
Real Estate
   
Commercial
   
Agricultural
   
and Other
   
Total
 
Individually evaluated for  impairment
 
$
-
   
$
122
   
$
20
   
$
-
   
$
330
   
$
5
   
$
-
   
$
477
 
Collectively evaluated for  impairment
   
221
     
1,358
     
3,161
     
612
     
936
     
984
     
154
     
7,426
 
Balance September 30, 2013
 
$
221
   
$
1,480
   
$
3,181
   
$
612
   
$
1,266
   
$
989
   
$
154
   
$
7,903
 

2012
 
 
 
 
   
1-4 Family
   
   
   
   
   
   
 
 
 
Construction
   
Residential
   
Commercial
   
Agricultural
   
   
   
Consumer
   
 
 
 
Real Estate
   
Real Estate
   
Real Estate
   
Real Estate
   
Commercial
   
Agricultural
   
and Other
   
Total
 
Individually evaluated for  impairment
 
$
100
   
$
110
   
$
86
   
$
-
   
$
400
   
$
6
   
$
-
   
$
702
 
Collectively evaluated for  impairment
   
275
     
1,323
     
2,773
     
523
     
1,061
     
939
     
177
     
7,071
 
Balance December 31, 2012
 
$
375
   
$
1,433
   
$
2,859
   
$
523
   
$
1,461
   
$
945
   
$
177
   
$
7,773
 

Loans receivable disaggregated on the basis of impairment analysis method as of September 30, 2013 and December 31, 2012 is as follows (in thousands):

2013
 
 
 
 
   
1-4 Family
   
   
   
   
   
   
 
 
 
Construction
   
Residential
   
Commercial
   
Agricultural
   
   
   
Consumer
   
 
 
 
Real Estate
   
Real Estate
   
Real Estate
   
Real Estate
   
Commercial
   
Agricultural
   
and Other
   
Total
 
Individually evaluated for  impairment
 
$
736
   
$
781
   
$
541
   
$
-
   
$
821
   
$
5
   
$
13
   
$
2,897
 
Collectively evaluated for  impairment
   
12,920
     
108,140
     
205,981
     
46,394
     
74,606
     
71,477
     
14,218
     
533,736
 
 
                                                               
Balance September 30, 2013
 
$
13,656
   
$
108,921
   
$
206,522
   
$
46,394
   
$
75,427
   
$
71,482
   
$
14,231
   
$
536,633
 

2012
 
 
 
 
   
1-4 Family
   
   
   
   
   
   
 
 
 
Construction
   
Residential
   
Commercial
   
Agricultural
   
   
   
Consumer
   
 
 
 
Real Estate
   
Real Estate
   
Real Estate
   
Real Estate
   
Commercial
   
Agricultural
   
and Other
   
Total
 
Individually evaluated for  impairment
 
$
1,493
   
$
1,121
   
$
3,280
   
$
-
   
$
710
   
$
6
   
$
4
   
$
6,614
 
Collectively evaluated for  impairment
   
15,584
     
103,147
     
175,380
     
43,868
     
79,554
     
77,477
     
16,336
     
511,346
 
 
                                                               
Balance December 31, 2012
 
$
17,077
   
$
104,268
   
$
178,660
   
$
43,868
   
$
80,264
   
$
77,483
   
$
16,340
   
$
517,960
 
 
20

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payment of principal and interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  The Company will apply its normal loan review procedures to identify loans that should be evaluated for impairment.  The following is a recap of impaired loans, on a disaggregated basis, at September 30, 2013 and December 31, 2012: (in thousands)

 
 
September 30, 2013
   
December 31, 2012
 
 
 
   
Unpaid
   
   
   
Unpaid
   
 
 
 
Recorded
   
Principal
   
Related
   
Recorded
   
Principal
   
Related
 
 
 
Investment
   
Balance
   
Allowance
   
Investment
   
Balance
   
Allowance
 
With no specific reserve recorded:
 
   
   
   
   
   
 
Real estate - construction
 
$
736
   
$
736
   
$
-
   
$
1,060
   
$
1,060
   
$
-
 
Real estate - 1 to 4 family residential
   
405
     
405
     
-
     
655
     
655
     
-
 
Real estate - commercial
   
495
     
495
     
-
     
1,381
     
1,381
     
-
 
Real estate - agricultural
   
-
     
-
     
-
     
-
     
-
     
-
 
Commercial
   
21
     
21
     
-
     
80
     
80
     
-
 
Agricultural
   
-
     
-
     
-
     
-
     
-
     
-
 
Consumer and other
   
13
     
13
     
-
     
4
     
4
     
-
 
Total loans with no specific reserve:
   
1,670
     
1,670
     
-
     
3,180
     
3,180
     
-
 
 
                                               
With an allowance recorded:
                                               
Real estate - construction
   
-
     
-
     
-
     
433
     
433
     
100
 
Real estate - 1 to 4 family residential
   
376
     
376
     
122
     
466
     
466
     
110
 
Real estate - commercial
   
46
     
46
     
20
     
1,899
     
1,899
     
86
 
Real estate - agricultural
   
-
     
-
     
-
     
-
     
-
     
-
 
Commercial
   
800
     
800
     
330
     
630
     
630
     
400
 
Agricultural
   
5
     
5
     
5
     
6
     
6
     
6
 
Consumer and other
   
-
     
-
     
-
     
-
     
-
     
-
 
Total loans with specific reserve:
   
1,227
     
1,227
     
477
     
3,434
     
3,434
     
702
 
 
                                               
Total
                                               
Real estate - construction
   
736
     
736
     
-
     
1,493
     
1,493
     
100
 
Real estate - 1 to 4 family residential
   
781
     
781
     
122
     
1,121
     
1,121
     
110
 
Real estate - commercial
   
541
     
541
     
20
     
3,280
     
3,280
     
86
 
Real estate - agricultural
   
-
     
-
     
-
     
-
     
-
     
-
 
Commercial
   
821
     
821
     
330
     
710
     
710
     
400
 
Agricultural
   
5
     
5
     
5
     
6
     
6
     
6
 
Consumer and other
   
13
     
13
     
-
     
4
     
4
     
-
 
 
                                               
 
 
$
2,897
   
$
2,897
   
$
477
   
$
6,614
   
$
6,614
   
$
702
 

21

The following is a recap of the average recorded investment and interest income recognized on impaired loans for the three and nine months ended September 30, 2013 and 2012: (in thousands)
 
 
 
Three Months Ended September 30,
 
 
 
2013
   
2012
 
 
 
Average
   
Interest
   
Average
   
Interest
 
 
 
Recorded
   
Income
   
Recorded
   
Income
 
 
 
Investment
   
Recognized
   
Investment
   
Recognized
 
With no specific reserve recorded:
 
   
   
   
 
Real estate - construction
 
$
805
   
$
-
   
$
1,424
   
$
2
 
Real estate - 1 to 4 family residential
   
478
     
8
     
820
     
-
 
Real estate - commercial
   
1,382
     
207
     
599
     
-
 
Real estate - agricultural
   
-
     
-
     
-
     
-
 
Commercial
   
41
     
12
     
39
     
-
 
Agricultural
   
-
     
-
     
-
     
-
 
Consumer and other
   
7
     
-
     
-
     
-
 
Total loans with no specific reserve:
   
2,713
     
227
     
2,882
     
2
 
 
                               
With an allowance recorded:
                               
Real estate - construction
   
195
     
93
     
530
     
-
 
Real estate - 1 to 4 family residential
   
334
     
-
     
659
     
-
 
Real estate - commercial
   
46
     
-
     
1,947
     
-
 
Real estate - agricultural
   
-
     
-
     
-
     
-
 
Commercial
   
813
     
-
     
634
     
-
 
Agricultural
   
5
     
-
     
3
     
-
 
Consumer and other
   
-
     
-
     
6
     
-
 
Total loans with specific reserve:
   
1,393
     
93
     
3,779
     
-
 
 
                               
Total
                               
Real estate - construction
   
1,000
     
93
     
1,954
     
2
 
Real estate - 1 to 4 family residential
   
812
     
8
     
1,479
     
-
 
Real estate - commercial
   
1,428
     
207
     
2,546
     
-
 
Real estate - agricultural
   
-
     
-
     
-
     
-
 
Commercial
   
854
     
12
     
673
     
-
 
Agricultural
   
5
     
-
     
3
     
-
 
Consumer and other
   
7
     
-
     
6
     
-
 
 
                               
 
 
$
4,106
   
$
320
   
$
6,661
   
$
2
 
22

 
 
Nine Months Ended September 30,
 
 
 
2013
   
2012
 
 
 
Average
   
Interest
   
Average
   
Interest
 
 
 
Recorded
   
Income
   
Recorded
   
Income
 
 
 
Investment
   
Recognized
   
Investment
   
Recognized
 
With no specific reserve recorded:
 
   
   
   
 
Real estate - construction
 
$
919
   
$
-
   
$
1,542
   
$
4
 
Real estate - 1 to 4 family residential
   
569
     
8
     
1,393
     
14
 
Real estate - commercial
   
1,189
     
209
     
770
     
5
 
Real estate - agricultural
   
-
     
-
     
-
     
-
 
Commercial
   
58
     
12
     
20
     
-
 
Agricultural
   
-
     
-
     
-
     
-
 
Consumer and other
   
5
     
-
     
-
     
-
 
Total loans with no specific reserve:
   
2,740
     
229
     
3,725
     
23
 
 
                               
With an allowance recorded:
                               
Real estate - construction
   
313
     
93
     
581
     
-
 
Real estate - 1 to 4 family residential
   
420
     
-
     
487
     
-
 
Real estate - commercial
   
1,147
     
-
     
1,843
     
-
 
Real estate - agricultural
   
-
     
-
     
-
     
-
 
Commercial
   
745
     
-
     
611
     
-
 
Agricultural
   
6
     
-
     
2
     
-
 
Consumer and other
   
-
     
-
     
3
     
-
 
Total loans with specific reserve:
   
2,631
     
93
     
3,527
     
-
 
 
                               
Total
                               
Real estate - construction
   
1,232
     
93
     
2,123
     
4
 
Real estate - 1 to 4 family residential
   
989
     
8
     
1,880
     
14
 
Real estate - commercial
   
2,336
     
209
     
2,613
     
5
 
Real estate - agricultural
   
-
     
-
     
-
     
-
 
Commercial
   
803
     
12
     
631
     
-
 
Agricultural
   
6
     
-
     
2
     
-
 
Consumer and other
   
5
     
-
     
3
     
-
 
 
                               
 
 
$
5,371
   
$
322
   
$
7,252
   
$
23
 
The interest foregone on nonaccrual loans for the three months ended September 30, 2013 and 2012 was approximately $73,000 and $89,000, respectively.  The interest foregone on nonaccrual loans for the nine months ended September 30, 2013 and 2012 was approximately $239,000 and $322,000, respectively.
 
The Company had loans meeting the definition of a troubled debt restructuring (TDR) of $1,635,000 as of September 30, 2013, of which all were included in impaired loans, $1,445,000 was included as nonaccrual loans and $190,000 was on accrual status. The Company had TDR of $5,105,000 as of December 31, 2012, all of which were included in impaired loans, $4,058,000 was included as nonaccrual loans and $1,047,000 was on accrual status.
23

The following table sets forth information on the Company’s TDRs, on a disaggregated basis, occurring in the three and nine months ended September 30, 2013 and 2012: (dollars in thousands)
 
 
 
Three Months Ended September 30,
 
 
 
2013
   
2012
 
 
 
   
Pre-Modification
   
Post-Modification
   
   
Pre-Modification
   
Post-Modification
 
 
 
   
Outstanding
   
Outstanding
   
   
Outstanding
   
Outstanding
 
 
 
Number of
   
Recorded
   
Recorded
   
Number of
   
Recorded
   
Recorded
 
 
 
Contracts
   
Investment
   
Investment
   
Contracts
   
Investment
   
Investment
 
 
 
   
   
   
   
   
 
Real estate - construction
   
-
   
$
-
   
$
-
     
2
   
$
195
   
$
195
 
Real estate - 1 to 4 family residential
   
-
     
-
     
-
     
-
     
-
     
-
 
Real estate - commercial
   
-
     
-
     
-
     
-
     
-
     
-
 
Real estate - agricultural
   
-
     
-
     
-
     
-
     
-
     
-
 
Commercial
   
-
     
-
     
-
     
1
     
28
     
28
 
Agricultural
   
-
     
-
     
-
     
1
     
6
     
6
 
Consumer and other
   
-
     
-
     
-
     
-
     
-
     
-
 
 
                                               
 
   
-
   
$
-
   
$
-
     
4
   
$
229
   
$
229
 

 
 
Nine Months Ended September 30,
 
 
 
2013
   
2012
 
 
 
   
Pre-Modification
   
Post-Modification
   
   
Pre-Modification
   
Post-Modification
 
 
 
   
Outstanding
   
Outstanding
   
   
Outstanding
   
Outstanding
 
 
 
Number of
   
Recorded
   
Recorded
   
Number of
   
Recorded
   
Recorded
 
 
 
Contracts
   
Investment
   
Investment
   
Contracts
   
Investment
   
Investment
 
 
 
   
   
   
   
   
 
Real estate - construction
   
-
   
$
-
   
$
-
     
2
   
$
195
   
$
195
 
Real estate - 1 to 4 family residential
   
-
     
-
     
-
     
2
     
391
     
401
 
Real estate - commercial
   
-
     
-
     
-
     
2
     
2,697
     
2,697
 
Real estate - agricultural
   
-
     
-
     
-
     
-
     
-
     
-
 
Commercial
   
1
     
130
     
130
     
2
     
132
     
132
 
Agricultural
   
-
     
-
     
-
     
1
     
6
     
6
 
Consumer and other
   
-
     
-
     
-
     
-
     
-
     
-
 
 
                                               
 
   
1
   
$
130
   
$
130
     
9
   
$
3,421
   
$
3,431
 
 
There was no new TDR activity in the three months ended September 30, 2013.  However, during the nine months ended September 30, 2013, the Company restructured one loan by granting concessions to a borrower experiencing financial difficulties.  The loan was restructured with a collateral shortfall.

During the three and nine months ended September 30, 2012, the Company granted concessions to borrowers experiencing financial difficulties, for four and nine loans respectively.  The two construction real estate loans were restructured by not requiring curtailments.  The two commercial loans were restructured by reducing periodic payments and extending amortization.  One one-to-four family real estate loan was restructured at a below market interest rate.  One one-to-four family real estate loan was restructured to include previously unpaid interest in the new loan balance.  One commercial real estate and the agricultural loans were restructured to extend the amortization of the loan beyond normal terms.  One commercial real estate loan was restructured as an interest only loan for a period of time.
 
Two TDR loans modified during the twelve months ended September 30, 2013 had payment defaults.  These modified TDR loans had a balance as of September 30, 2013 of $132,000.
24

One TDR loan modified during the twelve months ended September 30, 2012 had a payment default.  The modified TDR loan had a balance as of September 30, 2012 of $294,000 and a specific reserve of $80,000.  In December 2012, the collateral securing this loan was repossessed and the balance of $100,000 charged off.

A TDR loan is considered to have payment default when it is past due 60 days or more.

There was no financial impact for specific reserves or from charge-offs for the TDR loans for the three and nine months ended September 30, 2013 and 2012.

An aging analysis of the recorded investments in loans, on a disaggregated basis, as of September 30, 2013 and December 31, 2012, is as follows:  (in thousands)
 
2013
 
 
 
 
   
90 Days
   
   
   
   
90 Days
 
 
  30-89    
or Greater
   
Total
   
   
   
or Greater
 
 
 
Past Due
   
Past Due
   
Past Due
   
Current
   
Total
   
Accruing
 
 
         
   
   
   
   
 
Real estate - construction
 
$
25
   
$
-
   
$
25
   
$
13,631
   
$
13,656
   
$
-
 
Real estate - 1 to 4 family residential
   
744
     
342
     
1,086
     
107,835
     
108,921
     
27
 
Real estate - commercial
   
-
     
46
     
46
     
206,476
     
206,522
     
-
 
Real estate - agricultural
   
-
     
-
     
-
     
46,394
     
46,394
     
-
 
Commercial
   
333
     
283
     
616
     
74,811
     
75,427
     
57
 
Agricultural
   
-
     
-
     
-
     
71,482
     
71,482
     
-
 
Consumer and other
   
26
     
12
     
38
     
14,193
     
14,231
     
-
 
 
                                               
 
 
$
1,128
   
$
683
   
$
1,811
   
$
534,822
   
$
536,633
   
$
84
 

2012
 
 
 
 
   
90 Days
   
   
   
   
90 Days
 
 
  30-89    
or Greater
   
Total
   
   
   
or Greater
 
 
 
Past Due
   
Past Due
   
Past Due
   
Current
   
Total
   
Accruing
 
 
         
   
   
   
   
 
Real estate - construction
 
$
5
   
$
-
   
$
5
   
$
17,072
   
$
17,077
   
$
-
 
Real estate - 1 to 4 family residential
   
973
     
275
     
1,248
     
103,020
     
104,268
     
-
 
Real estate - commercial
   
17
     
135
     
152
     
178,508
     
178,660
     
-
 
Real estate - agricultural
   
-
     
-
     
-
     
43,868
     
43,868
     
-
 
Commercial
   
449
     
-
     
449
     
79,815
     
80,264
     
-
 
Agricultural
   
71
     
-
     
71
     
77,412
     
77,483
     
-
 
Consumer and other
   
57
     
4
     
61
     
16,279
     
16,340
     
-
 
 
                                               
 
 
$
1,572
   
$
414
   
$
1,986
   
$
515,974
   
$
517,960
   
$
-
 

25

The credit risk profile by internally assigned grade, on a disaggregated basis, at September 30, 2013 and December 31, 2012 is as follows:  (in thousands)
 
2013
 
   
   
   
   
   
 
 
 
Construction
   
Commercial
   
Agricultural
   
   
   
 
 
 
Real Estate
   
Real Estate
   
Real Estate
   
Commercial
   
Agricultural
   
Total
 
 
 
   
   
   
   
   
 
Pass
 
$
7,322
   
$
167,275
   
$
43,851
   
$
63,146
   
$
68,838
   
$
350,432
 
Watch
   
2,495
     
23,122
     
2,244
     
9,111
     
2,258
     
39,230
 
Special Mention
   
-
     
763
     
-
     
859
     
-
     
1,622
 
Substandard
   
3,103
     
14,691
     
299
     
1,620
     
381
     
20,094
 
Substandard-Impaired
   
736
     
671
     
-
     
691
     
5
     
2,103
 
 
                                               
 
 
$
13,656
   
$
206,522
   
$
46,394
   
$
75,427
   
$
71,482
   
$
413,481
 

2012
 
   
   
   
   
   
 
 
 
Construction
   
Commercial
   
Agricultural
   
   
   
 
 
 
Real Estate
   
Real Estate
   
Real Estate
   
Commercial
   
Agricultural
   
Total
 
 
 
   
   
   
   
   
 
Pass
 
$
8,127
   
$
141,206
   
$
40,201
   
$
66,390
   
$
75,920
   
$
331,844
 
Watch
   
3,209
     
17,456
     
2,931
     
11,321
     
1,093
     
36,010
 
Special Mention
   
741
     
10,119
     
-
     
30
     
-
     
10,890
 
Substandard
   
3,507
     
6,599
     
736
     
1,813
     
464
     
13,119
 
Substandard-Impaired
   
1,493
     
3,280
     
-
     
710
     
6
     
5,489
 
 
                                               
 
 
$
17,077
   
$
178,660
   
$
43,868
   
$
80,264
   
$
77,483
   
$
397,352
 

The credit risk profile based on payment activity, on a disaggregated basis, at September 30, 2013 and December 31, 2012 is as follows:
 
2013
 
   
   
 
 
 
1-4 Family
   
   
 
 
 
Residential
   
Consumer
   
 
 
 
Real Estate
   
and Other
   
Total
 
 
 
   
   
 
Performing
 
$
108,262
   
$
14,218
   
$
122,480
 
Non-performing
   
659
     
13
     
672
 
 
                       
 
 
$
108,921
   
$
14,231
   
$
123,152
 

2012
 
   
   
 
 
 
1-4 Family
   
   
 
 
 
Residential
   
Consumer
   
 
 
 
Real Estate
   
and Other
   
Total
 
 
 
   
   
 
Performing
 
$
103,342
   
$
16,336
   
$
119,678
 
Non-performing
   
926
     
4
     
930
 
 
                       
 
 
$
104,268
   
$
16,340
   
$
120,608
 
 
26

9.            Other Real Estate Owned

The following table provides the composition of other real estate owned as of September 30, 2013 and December 31, 2012:
 
 
 
2013
   
2012
 
 
 
   
 
Construction and land development
 
$
6,750,503
   
$
7,534,664
 
1 to 4 family residential real estate
   
1,428,935
     
1,561,784
 
Commercial real estate
   
814,377
     
814,377
 
 
               
 
 
$
8,993,815
   
$
9,910,825
 
 
The Company is actively marketing the assets referred in the table above.  Management uses appraised values and adjusts for trends observed in the market and for disposition costs in determining the value of other real estate owned. The assets above are primarily located in the metropolitan Des Moines, Iowa and Ames, Iowa areas.

10.         Goodwill

Goodwill recognized in the Acquisition was primarily attributable to an expanded market share and economies of scale expected from combining the operations of the Garner and Klemme offices with Reliance Bank.  The goodwill is not amortized but is evaluated for impairment at least annually.  For income tax purposes, goodwill is amortized over 15 years.

11.         Core deposit intangible asset

In conjunction with the Acquisition, the Corporation recorded $1.5 million in core deposit intangible asset.  The following sets forth the carrying amounts and accumulated amortization of core deposit intangible assets:
 
 
 
2013
 
 
 
Gross
   
Accumulated
 
 
 
Amount
   
Amortization
 
 
 
   
 
Core deposit intangible asset
 
$
1,500,000
   
$
404,685
 

There were no additions of other significant acquired intangible assets during 2013 or 2012.

Amortization expense on core deposit intangible assets totaled $65,751 and $73,776 for the three months ended September 30, 2013 and 2012, respectively. Amortization expense on core deposit intangible assets totaled $207,949 and $122,960 for the nine months ended September 30, 2013 and 2012, respectively.
27

Estimated remaining amortization expense on core deposit intangible for the years ending is as follows:

2013
 
$
65,751
 
2014
   
244,000
 
2015
   
217,500
 
2016
   
193,864
 
2017
   
172,768
 
2018
   
152,732
 
2019 and thereafter
   
48,700
 
 
12.         Subsequent Events

Management evaluated subsequent events through the date the financial statements were issued.    There were no significant events or transactions occurring after September 30, 2013, but prior to November 8, 2013, that provided additional evidence about conditions that existed at September 30, 2013.  There were no significant events or transactions that provided evidence about conditions that did not exist at September 30, 2013.

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

Overview

Ames National Corporation (the “Company”) is a bank holding company established in 1975 that owns and operates five bank subsidiaries in central Iowa (the “Banks”).  The following discussion is provided for the consolidated operations of the Company and its Banks, First National Bank, Ames, Iowa (First National), State Bank & Trust Co. (State Bank), Boone Bank & Trust Co. (Boone Bank), Reliance State Bank (Reliance Bank), and United Bank & Trust NA (United Bank). The purpose of this discussion is to focus on significant factors affecting the Company's financial condition and results of operations.

The Company does not engage in any material business activities apart from its ownership of the Banks.  Products and services offered by the Banks are for commercial and consumer purposes including loans, deposits and trust services.  The Banks also offer investment services through a third-party broker-dealer.  The Company employs twelve individuals to assist with financial reporting, human resources, audit, compliance, marketing, technology systems and the coordination of management activities, in addition to 195 full-time equivalent individuals employed by the Banks.

The Company’s primary competitive strategy is to utilize seasoned and competent Bank management and local decision making authority to provide customers with faster response times and more flexibility in the products and services offered.  This strategy is viewed as providing an opportunity to increase revenues through creating a competitive advantage over other financial institutions.  The Company also strives to remain operationally efficient to provide better profitability while enabling the Company to offer more competitive loan and deposit rates.

The principal sources of Company revenues and cash flow are: (i) interest and fees earned on loans made by the Company and Banks; (ii) interest on fixed income investments held by the Company and Banks; (iii) fees on trust services provided by those Banks exercising trust powers; (iv) service charges on deposit accounts maintained at the Banks and (v) gain on sale of loans held for sale.  The Company’s principal expenses are: (i) interest expense on deposit accounts and other borrowings; (ii) provision for loan losses; (iii) salaries and employee benefits; (iv) data processing costs associated with maintaining the Banks’ loan and deposit functions; and (v) occupancy expenses for maintaining the Banks’ facilities.  The largest component contributing to the Company’s net income is net interest income, which is the difference between interest earned on earning assets (primarily loans and investments) and interest paid on interest bearing liabilities (primarily deposits and other borrowings).  One of management’s principal functions is to manage the spread between interest earned on earning assets and interest paid on interest bearing liabilities in an effort to maximize net interest income while maintaining an appropriate level of interest rate risk.
28

The Company had net income of $3,712,000, or $0.40 per share, for the three months ended September 30, 2013, compared to net income of $3,861,000, or $0.41 per share, for the three months ended September 30, 2012.  Total equity capital as of September 30, 2013 totaled $141.4 million or 11.7% of total assets.

The decrease in quarterly earnings can be primarily attributed to lower gains on the sale of loans held for sale and higher salaries and employee benefits, offset in part by an increase in net interest income.

Net loan charge-offs totaled $8,000 and $48,000 for the three months ended September 30, 2013 and 2012, respectively.  The provision for loan losses totaled $92,000 and $36,000 for the three months ended September 30, 2013 and 2012, respectively.

The Company had net income of $10,577,000, or $1.14 per share, for the nine months ended September 30, 2013, compared to net income of $10,714,000, or $1.15 per share, for the nine months ended September 30, 2012.

The decrease in nine month earnings can be primarily attributed to higher noninterest expense, offset in part by an increase in net interest income.  The Acquisition contributed to increases in net interest income, noninterest income (excluding securities gains) and noninterest expense.

Net loan charge-offs totaled $36,000 and $47,000 for the nine months ended September 30, 2013 and 2012, respectively.  The provision for loan losses totaled $166,000 and $151,000 for the nine months ended September 30, 2013 and 2012, respectively.

The following management discussion and analysis will provide a review of important items relating to:

·            Challenges
·            Key Performance Indicators and Industry Results
·            Critical Accounting Policies
·            Income Statement Review
·            Balance Sheet Review
·            Asset Quality and Credit Risk Management
·            Liquidity and Capital Resources
·            Forward-Looking Statements and Business Risks

Challenges

Management has identified certain events or circumstances that may negatively impact the Company’s financial condition and results of operations in the future and is attempting to position the Company to best respond to those challenges.

·            If Interest rates increase significantly over a relatively short period of time due to improving national employment or higher inflationary pressures, the interest rate environment may present a challenge to the Company.  Increases in interest rates may negatively impact the Company’s net interest margin if interest expense increases more quickly than interest income.  The Company’s earning assets (primarily its loan and investment portfolio) have longer maturities than its interest bearing liabilities (primarily deposits and other borrowings); therefore, in a rising interest rate environment, interest expense may increase more quickly than interest income as the interest bearing liabilities reprice more quickly than earning assets.  In response to this challenge, the Banks model quarterly the changes in income that would result from various changes in interest rates.  Management believes Bank earning assets have the appropriate maturity and repricing characteristics to optimize earnings and the Banks’ interest rate risk positions.
29

·            If market interest rates in the three to five year time horizons remain at historically low levels as compared to the short term interest rates, the interest rate environment may present a challenge to the Company.   The Company’s earning assets will reprice at lower interest rates, but deposits, due to already low actual interest rate paid, will not reprice at significantly lower interest rates; therefore, continued compression of interest rate spreads may decrease net interest income in the future.  Management believes Bank earning assets have the appropriate maturity and repricing characteristics to optimize earnings and the Banks’ interest rate risk positions.

·            Other real estate owned amounted to $9.0 million and $9.9 million as of September 30, 2013 and December 31, 2012, respectively.  Other real estate owned expense amounted to $653,000 and $472,000 for the nine months ended September 30, 2013 and 2012, respectively.  Management obtains independent appraisals or performs evaluations to determine that these properties are carried at the lower of the new cost basis or fair value less cost to sell.  It is at least reasonably possible that change in fair values will occur in the near term and that such changes could have a negative impact on the Company’s earnings.

·            The full compliance burden and impact on the Company’s operations and profitability with respect to the Dodd-Frank Act are currently unknown, as the Dodd-Frank Act delegates to various federal agencies the task of implementing its many provisions through regulation.  Hundreds of new federal regulations, studies and reports are required under the Dodd-Frank Act and not all of them have been finalized.  Although certain provisions of the Dodd-Frank Act have been implemented, federal rules and policies in this area will be further developing for months and years to come.  Based on the provisions of the Dodd-Frank Act and anticipated implementing regulations, it is highly likely that Banks, as well as the Company, will be subject to significantly increased regulation and compliance obligations that will expose the Company to higher costs as well as noncompliance risk and consequences.

·            The Consumer Financial Protection Bureau (the “Bureau”), established under the Dodd-Frank Act, has broad rulemaking authority to administer and carry out the purposes and objectives of the “Federal consumer financial laws, and to prevent evasions thereof” with respect to all financial institutions that offer financial products and services to consumers.  The Bureau is also authorized to prescribe rules, applicable to any covered person or service provider, identifying and prohibiting acts or practices that are “unfair, deceptive, or abusive” in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service (“UDAAP authority”).  The term “abusive” is new and untested, and because Bureau officials have indicated that compliance will be achieved through enforcement rather than the issuance of regulations, the Company cannot predict to what extent the Bureau’s future actions will have on the banking industry or the Company.  The full reach and impact of the Bureau’s broad new rulemaking powers and UDAAP authority on the operations of financial institutions offering consumer financial products or services is currently unknown.  Notwithstanding the foregoing, insured depository institutions with assets of $10 billion or less (such as the Banks) will continue to be supervised and examined by their primary federal regulators, rather than the Bureau, with respect to compliance with federal consumer protection laws.
30

Key Performance Indicators and Industry Results

Certain key performance indicators for the Company and the industry are presented in the following chart.  The industry figures are compiled by the Federal Deposit Insurance Corporation (the “FDIC”) and are derived from 6,940 commercial banks and savings institutions insured by the FDIC.  Management reviews these indicators on a quarterly basis for purposes of comparing the Company’s performance from quarter-to-quarter against the industry as a whole.

Selected Indicators for the Company and the Industry
 
 
 
3 Months
   
9 Months
   
   
   
   
   
 
 
 
Ended
   
Ended
   
6 Months ended
   
Years Ended December 31,
 
 
 
September 30, 2013
   
June 30, 2013
   
2012
   
2011
 
 
 
Company
   
Company
   
Company
   
Industry*
   
Company
   
Industry*
   
Company
   
Industry
 
 
 
   
   
   
   
   
   
   
 
Return on assets
   
1.24
%
   
1.15
%
   
1.11
%
   
1.15
%
   
1.24
%
   
1.00
%
   
1.38
%
   
0.88
%
 
                                                               
Return on equity
   
10.77
%
   
9.86
%
   
9.42
%
   
10.22
%
   
10.08
%
   
8.92
%
   
10.82
%
   
7.86
%
 
                                                               
Net interest margin
   
3.28
%
   
3.16
%
   
3.10
%
   
3.27
%
   
3.35
%
   
3.42
%
   
3.60
%
   
3.60
%
 
                                                               
Efficiency ratio
   
50.63
%
   
53.15
%
   
54.45
%
   
58.76
%
   
52.33
%
   
61.60
%
   
49.80
%
   
61.37
%
 
                                                               
Capital ratio
   
11.47
%
   
11.70
%
   
11.82
%
   
9.34
%
   
12.31
%
   
9.15
%
   
12.75
%
   
9.09
%

*Latest available data

Key performances indicators include:

·            Return on Assets

This ratio is calculated by dividing net income by average assets.  It is used to measure how effectively the assets of the Company are being utilized in generating income.  The Company's annualized return on average assets was 1.24% and 1.32% for the three months ended September 30, 2013 and 2012, respectively.  The decrease in this ratio in 2013 from the previous period is primarily the result of an increase in average assets and a decrease in net income.  This increase in new or repriced earning assets generated less interest income given the low interest rate environment.

·            Return on Equity

This ratio is calculated by dividing net income by average equity.  It is used to measure the net income or return the Company generated for the shareholders’ equity investment in the Company. The Company's return on average equity was 10.77% and 10.86% for the three months ended September 30, 2013 and 2012, respectively.  The decrease in this ratio in 2013 from the previous period is primarily the result of lower net income, offset in part by a lower average equity.
31

·            Net Interest Margin

The net interest margin for the three months ended September 30, 2013 and 2012 was 3.28% and 3.34%, respectively.  The ratio is calculated by dividing net interest income by average earning assets.  Earning assets are primarily made up of loans and investments that earn interest.  This ratio is used to measure how well the Company is able to maintain interest rates on earning assets above those of interest-bearing liabilities, which is the interest expense paid on deposits and other borrowings.  Due to the recognition of $320,000 in interest income on several nonaccrual loans, that were collected or returned to accrual during the quarter, the net interest margin would have been 3.17% for the quarter ended September 30, 2013. The decrease in this ratio in 2013 is primarily the result of higher interest earning average assets with decreasing yields driven by a competitive market and offset in part by lower market cost of funds on interest bearing liabilities, assisted  in part by the recognition of the nonaccrual interest income.

·            Efficiency Ratio

This ratio is calculated by dividing noninterest expense by net interest income and noninterest income.  The ratio is a measure of the Company’s ability to manage noninterest expenses.  The Company’s efficiency ratio was 50.63% and 48.93% for the three months ended September 30, 2013 and 2012, respectively.  The change in the efficiency ratio in 2013 from the previous period is primarily the result of increased noninterest expense.

·            Capital Ratio

The average capital ratio is calculated by dividing average total equity capital by average total assets.  It measures the level of average assets that are funded by shareholders’ equity.  Given an equal level of risk in the financial condition of two companies, the higher the capital ratio, generally the more financially sound the company.  The Company’s capital ratio of 11.47% as of September 30, 2013 is significantly higher than the industry average as of June 30, 2013.

Industry Results

The FDIC Quarterly Banking Profile reported the following results for the second quarter of 2013:

Earnings Rise for Sixteenth Consecutive Quarter

Rising noninterest income and falling loan loss expenses continued to lift bank earnings in the second quarter. FDIC-insured institutions reported net income of $42.2 billion, an increase of $7.8 billion (22.6%) compared with second quarter 2012 when industry earnings were reduced by losses on credit derivatives. This is the 16th consecutive quarter that earnings have registered a year-over-year increase. For a second consecutive quarter, industry earnings reached a new nominal high. However, the quarterly return on assets (ROA) of 1.17%, while up from 0.99% a year ago, remained below the 1.27% average for the industry from 2000 through 2006. More than half of all banks— 53.8%—reported higher quarterly net income than a year ago, and only 8.2% reported nega­tive net income. This is the lowest proportion of unprofitable institutions since third quarter 2006.

Noninterest Income Growth Outweighs Drop in Net Interest Income

Net operating revenue—the sum of net interest income and total noninterest income—totaled $170.6 billion, an increase of $4.9 billion (3%) from a year ago. Noninterest income was $6.7 billion (11.1%) higher than in second quarter 2012. Income from trad­ing rose by $5.1 billion (238.3%) compared with a year ago, when the industry reported a net loss on credit derivatives. Net gains on sales of loans and other assets were $1.9 billion (63.7%) above the level of a year earlier. For the third quarter in a row and fourth time in the last five quarters, net interest income posted a year-over-year decline, falling by $1.8 billion (1.7%) as interest income from loans and other investments declined faster than interest expense on deposits and other liabilities. Banks set aside $8.6 billion in provi­sions for loan losses during the quarter, a $5.6 billion (39.6%) reduction from a year earlier. This is the lowest quarterly loss provision for the industry since third quarter 2006, when quarterly provisions totaled $7.6 billion. Total noninterest expense was $1.4 billion (1.4%) lower than in second quarter 2012, when industry expenses were elevated by restructuring charges.
32

Loan Losses Fall to Lowest Level Since 2007

Net loan and lease charge-offs totaled $14.2 billion, a $6.3 billion (30.7%) year-over-year decline. This is the smallest quarterly total since third quarter 2007. While charge-offs were down across all major loan categories, the overall decline was led by residen­tial real estate loans. Charge-offs of home equity lines of credit were $1.1 billion (41.7%) below the level of a year ago, while charge-offs of other loans secured by 1-to-4 family residential properties were $1.4 billion (32.1%) lower. Smaller reductions occurred in charge-offs of real estate construction and land loans (down $772 million, or 67%), real estate loans secured by nonfarm nonresidential proper­ties (down $775 million, or 52.5%), commercial and industrial loans (down $760 million, or 37.3%), and credit cards (down $748 million, or 11%).
 
Noncurrent Loans Post Thirteenth Consecutive Quarterly Decline

Noncurrent loan levels also showed improvement across all major loan categories. The amount of loans and leases that were 90 days or more past due or in nonaccrual status fell by $21.7 billion (8.3%) during the second quarter, marking the 13th consecu­tive quarter that noncurrent balances have declined. Noncurrent first lien mortgage loans declined by $13.3 billion (8.2%), while noncurrent real estate construction and land loans dropped by $2.8 billion (19.1%), and noncurrent real estate loans secured by nonfarm nonresidential properties fell by $2.5 billion (8.8%). During the quarter, the percentage of total loans and leases that were noncurrent declined from 3.41% to 3.09%, the lowest level since fourth quarter 2008.
 
Reserve Coverage of Troubled Loans Improves

For the 13th quarter in a row, the banking industry’s reserves for loan losses posted a quarterly decline. Between the end of March and the end of June, total reserves fell by $6.4 billion (4.1%), as net charge-offs removed $14.2 billion from reserves and loan-loss provisions added only $8.6 billion to reserves. As has been typically the case, most of the reduction in reserves occurred at large institutions, but quarterly charge-offs exceeded loss provisions at almost 40% of all banks in the quarter. Even with the reserve reductions, the industry’s coverage ratio of reserves to noncurrent loans rose from 59.6% to 62.3% during the quarter because of the sizable decline in noncurrent loan balances.
 
Lower Securities Values Lead to a Decline in Equity Capital

Equity capital of insured institutions declined by $14 billion (0.9%), largely due to declines in the market values of securities caused by rising medium-and long-term interest rates. Higher interest rates were primarily responsible for a $51.1 billion drop in unrealized gains on banks’ available-for-sale investment securities. Under Generally Accepted Accounting Principles (GAAP), changes in unrealized gains are reflected in equity capital. However, they are not reflected in regulatory capital. The industry’s Tier 1 leverage capital increased by $17.1 billion (1.3%) during the quarter, while total risk-based capital rose by $15 billion (1%). Retained earnings totaled $21.3 billion in the second quarter, up from $14.9 billion in second quarter 2012. At the end of the quar­ter, almost 98% of all insured institutions, repre­senting 99.7% of total industry assets, met or exceeded the requirements for the highest regulatory capital category, as defined for Prompt Corrective Action purposes.
33

Total Assets Fall by $14.8 Billion

For a second consecutive quarter, total industry assets posted a modest decline, falling by $14.8 billion (0.1%). Assets in trading accounts declined by $65.7 billion (9.1%), as balances of securities held for trading declined by $44.4 billion (14.6%). Trad­ing securities are reported at market value, so it is likely that some of this decline was caused by the rise in medium- and long-term interest rates during the quarter. Balances of securities held in investment accounts declined by $53.2 billion (1.8%), due primarily to the $51.1 billion drop in unrealized gains noted above.
 
Loan Balances Rise by $73.8 Billion

Total loans and leases increased by $73.8 billion (1%), as commercial and industrial loan balances grew by $30.4 billion (2%), real estate loans secured by nonfarm nonresidential real estate properties rose by $11.1 billion (1%), auto loans increased by $10 billion (3.1%), and credit card balances grew by $10.1 billion (1.5%). Balances of 1-to-4 family residential real estate loans declined by $31.9 billion (1.3%), with home equity lines falling by $9.8 billion (1.8%), and other 1-to-4 family resi­dential real estate loans declining by $22.1 billion (1.2%).
 
FHLB Borrowings Increase

Total liabilities of insured institutions registered a small $457 million decline in the second quarter. Deposit balances fell by $38.7 billion (0.4%), while Federal Home Loan Bank (FHLB) advances increased by $38.2 billion (11.6%). Most of the increase in FHLB borrowings—$34.6 billion— consisted of borrowings maturing in one year or less. Interest-bearing deposits in domestic offices declined by $44.4 billion (0.6%), while balances in noninterest-bearing accounts rose by $13.4 billion (0.5%). Foreign office deposits declined by $7.7 billion (0.6%).
 
The Number of “Problem” Banks Falls Below 600
 
The number of FDIC-insured institutions filing quar­terly Call Reports declined to 6,940 at mid-year, from 7,019 at the end of the first quarter. During the second quarter, 62 insured institutions were merged into other institutions and 12 failed. For the eighth consecutive quarter, no new reporting institutions were added. The last de novo charter occurred in fourth quarter 2010. The number of institutions on the FDIC’s “Problem List” declined for a ninth consecutive quarter, from 612 to 553. Total assets of “problem” banks fell from $213.3 billion to $192.5 billion. Insured institutions reported 2,097,292 full-time equivalent employees in the second quarter, down 5,544 from the previous quarter, and 10,900 fewer than in second quarter 2012.
 
Critical Accounting Policies

The discussion contained in this Item 2 and other disclosures included within this report are based, in part, on the Company’s audited December 31, 2012 consolidated financial statements.  These statements have been prepared in accordance with accounting principles generally accepted in the United States of America.  The financial information contained in these statements is, for the most part, based on the financial effects of transactions and events that have already occurred. However, the preparation of these statements requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

The Company’s significant accounting policies are described in the “Notes to Consolidated Financial Statements” contained in the Company’s Annual Report.  Based on its consideration of accounting policies that involve the most complex and subjective estimates and judgments, management has identified its most critical accounting policies to be those related to the allowance for loan losses, valuation of other real estate owned, the assessment of other-than-temporary impairment of certain securities available-for-sale and the valuation of goodwill and other intangible assets.
34

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses that is treated as an expense and charged against earnings.  Loans are charged against the allowance for loan losses when management believes that collectability of the principal is unlikely. The Company has policies and procedures for evaluating the overall credit quality of its loan portfolio, including timely identification of potential problem loans.  On a quarterly basis, management reviews the appropriate level for the allowance for loan losses, incorporating a variety of risk considerations, both quantitative and qualitative.  Quantitative factors include the Company’s historical loss experience, delinquency and charge-off trends, collateral values, known information about individual loans and other factors.  Qualitative factors include the general economic environment in the Company’s market area.  To the extent actual results differ from forecasts and management’s judgment, the allowance for loan losses may be greater or lesser than future charge-offs.  Due to potential changes in conditions, it is at least reasonably possible that change in estimates will occur in the near term and that such changes could be material to the amounts reported in the Company’s financial statements.

Other Real Estate Owned

Real estate properties acquired through or in lieu of foreclosure are initially recorded at the fair value less estimated selling cost at the date of foreclosure.  Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses.  After foreclosure, independent appraisals or evaluations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell.  Impairment losses are measured as the amount by which the carrying amount of a property exceeds its fair value, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to the lower of its cost basis or fair value less cost to sell.  Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed.  The portion of interest costs relating to development of real estate is capitalized.  The appraisals or evaluations are inherently subjective and require estimates that are susceptible to significant revisions as more information becomes available.  Due to potential changes in conditions, it is at least reasonably possible that changes in fair values will occur in the near term and that such changes could materially affect the amounts reported in the Company’s financial statements.

Other-Than-Temporary Impairment of Available-for-Sale Securities

Declines in the fair value of securities available-for-sale below their cost that are deemed to be other-than-temporary are generally reflected in earnings as realized losses.  In estimating other-than-temporary impairment losses, management considers: (1) the intent to sell the investment securities and the more likely than not requirement that the Company will be required to sell the investment securities prior to recovery; (2) the length of time and the extent to which the fair value has been less than cost; and (3) the financial condition and near-term prospects of the issuer.  Due to potential changes in conditions, it is at least reasonably possible that change in management’s assessment of other-than-temporary impairment will occur in the near term and that such changes could be material to the amounts reported in the Company’s financial statements.
35

Goodwill and Intangible Assets

Goodwill and the core deposit intangible asset arose in connection with the Acquisition.  These assets are tested annually for impairment or more often if conditions indicate a possible impairment.  For the purposes of goodwill impairment testing, determination of the fair value of a reporting unit involves the use of significant estimates and assumptions.   Through September 30, 2013, no conditions indicated impairment has incurred.  The next annual test will be performed in the fourth quarter of 2013.  Actual future test results may differ from the present evaluation of impairment due to changes in the conditions used in the current evaluation.
36

Income Statement Review for the Three Months ended September 30, 2013

The following highlights a comparative discussion of the major components of net income and their impact for the three months ended September 30, 2013 and 2012:

AVERAGE BALANCES AND INTEREST RATES

The following two tables are used to calculate the Company’s net interest margin.  The first table includes the Company’s average assets and the related income to determine the average yield on earning assets.  The second table includes the average liabilities and related expense to determine the average rate paid on interest bearing liabilities.  The net interest margin is equal to the interest income less the interest expense divided by average earning assets.
 
AVERAGE BALANCE SHEETS AND INTEREST RATES
 
 
 
   
   
   
   
   
 
 
 
Three Months ended September 30,
 
 
 
   
   
   
   
   
 
 
 
2013
   
2012
 
 
 
   
   
   
   
   
 
 
 
Average
   
Revenue/
   
Yield/
   
Average
   
Revenue/
   
Yield/
 
 
 
balance
   
expense
   
rate
   
balance
   
expense
   
rate
 
ASSETS
 
   
   
   
   
   
 
(dollars in thousands)
 
   
   
   
   
   
 
Interest-earning assets
 
   
   
   
   
   
 
Loans 1
 
   
   
   
   
   
 
Commercial
 
$
77,574
   
$
964
     
4.97
%
 
$
82,408
   
$
1,018
     
4.94
%
Agricultural
   
68,159
     
903
     
5.30
%
   
66,203
     
939
     
5.67
%
Real estate
   
368,220
     
4,503
     
4.89
%
   
329,331
     
4,216
     
5.12
%
Consumer and other
   
14,522
     
199
     
5.49
%
   
18,001
     
241
     
5.35
%
 
                                               
Total loans (including fees)
   
528,475
     
6,569
     
4.97
%
   
495,943
     
6,414
     
5.17
%
 
                                               
Investment securities
                                               
Taxable
   
293,262
     
1,400
     
1.91
%
   
292,557
     
1,442
     
1.97
%
Tax-exempt  2
   
297,021
     
2,608
     
3.51
%
   
261,927
     
2,611
     
3.99
%
Total investment securities
   
590,283
     
4,008
     
2.72
%
   
554,484
     
4,053
     
2.92
%
 
                                               
Interest bearing deposits with banks and federal funds sold
   
31,061
     
86
     
1.11
%
   
46,109
     
113
     
0.98
%
 
                                               
Total interest-earning assets
   
1,149,819
   
$
10,663
     
3.71
%
   
1,096,536
   
$
10,580
     
3.86
%
 
                                               
Noninterest-earning assets
   
51,489
                     
70,467
                 
 
                                               
TOTAL ASSETS
 
$
1,201,308
                   
$
1,167,003
                 
 
1 Average loan balance includes nonaccrual loans, if any.  Interest income collected on nonaccrual loans has been included.
2 Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental tax rate of 35%.
37

AVERAGE BALANCE SHEETS AND INTEREST RATES
 
 
 
   
   
   
   
   
 
 
 
Three Months ended September 30,
 
 
 
   
   
   
   
   
 
 
 
2013
   
2012
 
 
 
   
   
   
   
   
 
 
 
Average
   
Revenue/
   
Yield/
   
Average
   
Revenue/
   
Yield/
 
 
 
balance
   
expense
   
rate
   
balance
   
expense
   
rate
 
LIABILITIES AND
 
   
   
   
   
   
 
STOCKHOLDERS' EQUITY
 
   
   
   
   
   
 
(dollars in thousands)
 
   
   
   
   
   
 
Interest-bearing liabilities
 
   
   
   
   
   
 
Deposits
 
   
   
   
   
   
 
NOW, savings accounts and money markets
 
$
564,759
   
$
274
     
0.19
%
 
$
531,091
   
$
289
     
0.22
%
Time deposits > $100,000
   
94,589
     
257
     
1.09
%
   
97,578
     
305
     
1.25
%
Time deposits < $100,000
   
148,073
     
393
     
1.06
%
   
160,291
     
503
     
1.26
%
Total deposits
   
807,421
     
924
     
0.46
%
   
788,960
     
1,097
     
0.56
%
Other borrowed funds
   
79,746
     
315
     
1.58
%
   
74,688
     
323
     
1.73
%
 
                                               
Total Interest-bearing liabilities
   
887,167
     
1,239
     
0.56
%
   
863,648
     
1,420
     
0.66
%
 
                                               
Noninterest-bearing liabilities
                                               
Demand deposits
   
170,501
                     
153,267
                 
Other liabilities
   
5,827
                     
7,927
                 
 
                                               
Stockholders' equity
   
137,813
                     
142,161
                 
 
                                               
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
1,201,308
                   
$
1,167,003
                 
 
                                               
Net interest income
         
$
9,424
     
3.28
%
         
$
9,160
     
3.34
%
 
                                               
Spread Analysis
                                               
Interest income/average assets
 
$
10,663
     
3.55
%
         
$
10,580
     
3.63
%
       
Interest expense/average assets
 
$
1,239
     
0.41
%
         
$
1,420
     
0.49
%
       
Net interest income/average assets
 
$
9,424
     
3.14
%
         
$
9,160
     
3.14
%
       

Net Interest Income

For the three months ended September 30, 2013 and 2012, the Company's net interest margin adjusted for tax exempt income was 3.28% and 3.34%, respectively.  Net interest income, prior to the adjustment for tax-exempt income, for the three months ended September 30, 2013 totaled $8,511,000 compared to $8,246,000 for the three months ended September 30, 2012.

For the three months ended September 30, 2013, interest income increased $84,000, or 0.9%, when compared to the same period in 2012.  The increase from 2012 was primarily attributable the recognition of $320,000 of nonaccrual interest income on several nonaccrual loans that were collected or returned to accrual during the quarter and higher average balances on loans and investment securities, offset in part by lower average yields on loans and investment securities.  The higher average balances were due primarily to increased loan demand and the deployment of additional growth in average deposits into securities available-for-sale portfolio.  The lower yields were due primarily to continued low market interest rates.
38

Interest expense decreased $181,000, or 12.7%, for the three months ended September 30, 2013 when compared to the same period in 2012.  The lower interest expense for the period is primarily attributable to lower average rates paid on deposits, offset in part by a higher average balance on deposits.  The lower yields were due primarily to continued low market interest rates.

Provision for Loan Losses

The Company’s provision for loan losses was $92,000 and $36,000 for the three months ended September 30, 2013 and 2012, respectively.  Net loan charge-offs were $8,000 and $48,000 for the three months ended September 30, 2013 and 2012, respectively.

Noninterest Income and Expense

Noninterest income decreased $239,000 or 11.6% for the three months ended September 30, 2013 compared to the same period in 2012.   The decrease in non-interest income is primarily due to lower gains on the sale of loans held for sale due to decreased secondary market volume as refinancing activity has slowed.  Excluding net security gains, non-interest income increased $223,000, or 12.1%.

Noninterest expense increased $188,000 or 3.7% for the three months ended September 30, 2013 compared to the same period in 2012 primarily as a result of increased salaries and employee benefits.  Salaries and benefits increased primarily due to normal salary increases and increased staffing.

Income Taxes

The provision for income taxes expense for the three months ended September 30, 2013 and 2012 was $1,296,000 and $1,366,000, representing an effective tax rate of 26% for both periods.

39

Income Statement Review for the Nine Months ended September 30, 2013

The following highlights a comparative discussion of the major components of net income and their impact for the nine months ended September 30, 2013 and 2012:

AVERAGE BALANCES AND INTEREST RATES

The following two tables are used to calculate the Company’s net interest margin.  The first table includes the Company’s average assets and the related income to determine the average yield on earning assets.  The second table includes the average liabilities and related expense to determine the average rate paid on interest bearing liabilities.  The net interest margin is equal to the interest income less the interest expense divided by average earning assets.
 
AVERAGE BALANCE SHEETS AND INTEREST RATES
 
 
 
   
   
   
   
   
 
 
 
Nine Months ended September 30,
 
 
 
   
   
   
   
   
 
 
 
2013
   
2012
 
 
 
   
   
   
   
   
 
 
 
Average
   
Revenue/
   
Yield/
   
Average
   
Revenue/
   
Yield/
 
 
 
balance
   
expense
   
rate
   
balance
   
expense
   
rate
 
ASSETS
 
   
   
   
   
   
 
(dollars in thousands)
 
   
   
   
   
   
 
Interest-earning assets
 
   
   
   
   
   
 
Loans 1
 
   
   
   
   
   
 
Commercial
 
$
80,196
   
$
2,878
     
4.78
%
 
$
81,743
   
$
3,027
     
4.94
%
Agricultural
   
67,384
     
2,700
     
5.34
%
   
58,839
     
2,443
     
5.54
%
Real estate
   
356,864
     
12,693
     
4.74
%
   
317,924
     
12,250
     
5.14
%
Consumer and other
   
14,813
     
604
     
5.43
%
   
18,931
     
751
     
5.29
%
 
                                               
Total loans (including fees)
   
519,257
     
18,874
     
4.85
%
   
477,437
     
18,471
     
5.16
%
 
                                               
Investment securities
                                               
Taxable
   
297,868
     
4,179
     
1.87
%
   
282,649
     
4,660
     
2.20
%
Tax-exempt  2
   
294,706
     
7,952
     
3.60
%
   
248,177
     
7,762
     
4.17
%
Total investment securities
   
592,574
     
12,131
     
2.73
%
   
530,826
     
12,422
     
3.12
%
 
                                               
Interest bearing deposits with banks and federal funds sold
   
48,449
     
304
     
0.84
%
   
53,581
     
371
     
0.92
%
 
                                               
Total interest-earning assets
   
1,160,280
   
$
31,310
     
3.60
%
   
1,061,844
   
$
31,264
     
3.93
%
 
                                               
Noninterest-earning assets
   
61,853
                     
66,666
                 
 
                                               
TOTAL ASSETS
 
$
1,222,133
                   
$
1,128,510
                 

1 Average loan balance includes nonaccrual loans, if any.  Interest income collected on nonaccrual loans has been included.
2 Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental tax rate of 35%.
40

AVERAGE BALANCE SHEETS AND INTEREST RATES
 
 
 
   
   
   
   
   
 
 
 
Nine Months ended September 30,
 
 
 
   
   
   
   
   
 
 
 
2013
   
2012
 
 
 
   
   
   
   
   
 
 
 
Average
   
Revenue/
   
Yield/
   
Average
   
Revenue/
   
Yield/
 
 
 
balance
   
expense
   
rate
   
balance
   
expense
   
rate
 
LIABILITIES AND
 
   
   
   
   
   
 
STOCKHOLDERS' EQUITY
 
   
   
   
   
   
 
(dollars in thousands)
 
   
   
   
   
   
 
Interest-bearing liabilities
 
   
   
   
   
   
 
Deposits
 
   
   
   
   
   
 
NOW, savings accounts and money markets
 
$
587,072
   
$
870
     
0.20
%
 
$
509,511
   
$
858
     
0.22
%
Time deposits > $100,000
   
96,691
     
823
     
1.14
%
   
102,984
     
1,004
     
1.30
%
Time deposits < $100,000
   
150,975
     
1,227
     
1.08
%
   
151,189
     
1,558
     
1.37
%
Total deposits
   
834,738
     
2,920
     
0.47
%
   
763,684
     
3,420
     
0.60
%
Other borrowed funds
   
70,022
     
906
     
1.73
%
   
73,767
     
972
     
1.76
%
 
                                               
Total Interest-bearing liabilities
   
904,760
     
3,826
     
0.56
%
   
837,451
     
4,392
     
0.70
%
 
                                               
Noninterest-bearing liabilities
                                               
Demand deposits
   
167,774
                     
143,837
                 
Other liabilities
   
6,560
                     
7,943
                 
 
                                               
Stockholders' equity
   
143,039
                     
139,279
                 
 
                                               
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
1,222,133
                   
$
1,128,510
                 
 
                                               
Net interest income
         
$
27,484
     
3.16
%
         
$
26,872
     
3.37
%
 
                                               
Spread Analysis
                                               
Interest income/average assets
 
$
31,310
     
3.42
%
         
$
31,264
     
3.69
%
       
Interest expense/average assets
 
$
3,826
     
0.42
%
         
$
4,392
     
0.52
%
       
Net interest income/average assets
 
$
27,484
     
3.00
%
         
$
26,872
     
3.17
%
       

Net Interest Income

For the nine months ended September 30, 2013 and 2012, the Company's net interest margin adjusted for tax exempt income was 3.16% and 3.37%, respectively.  Net interest income, prior to the adjustment for tax-exempt income, for the nine months ended September 30, 2013 totaled $24,703,000 compared to $24,157,000 for the nine months ended September 30, 2012.

For the nine months ended September 30, 2013, interest income decreased $20,000, or 0.1%, when compared to the same period in 2012.  The decrease from 2012 was primarily attributable to lower average yields on loans and investment securities, offset in part by higher average balance of investment securities and loans and the recognition of interest income on several nonaccrual loans that were collected or returned to accrual in 2013.  The lower yields were due primarily to continued low market interest rates.  The higher average balance of loans was due primarily to loan demand and the Acquisition.  The higher average balance of investments was due primarily to the deployment of additional growth in average deposits into securities available-for-sale portfolio and the cash invested as a result of the Acquisition.
41

Interest expense decreased $566,000, or 12.9%, for the nine months ended September 30, 2013 when compared to the same period in 2012.  The lower interest expense for the period is primarily attributable to lower average rates paid on deposits, offset in part by a higher average balance on deposits.  The lower rates were due primarily to continued low market interest rates.  The higher average balances of deposits were due primarily to the Acquisition.

Provision for Loan Losses

The Company’s provision for loan losses was $166,000 and $151,000 for the nine months ended September 30, 2013 and 2012, respectively.  Net loan charge-offs were $36,000 and $47,000 for the nine months ended September 30, 2013 and 2012, respectively.

Noninterest Income and Expense

Noninterest income increased $62,000 or 1.1% for the nine months ended September 30, 2013 compared to the same period in 2012.  The increase in non-interest income is primarily due to higher securities gains and merchant and card fees, offset in part by a decrease in the gains on the loans held for sale.  The increase in merchant and card fees was due primarily to the Acquisition.  The decrease in the gain on the sale of loans was due primarily to a decrease in secondary market volume as refinancing activity has slowed.  Excluding net security gains, non-interest income decreased $38,000, or 0.7%.

Noninterest expense increased $812,000 or 5.3% for the nine months ended September 30, 2013 compared to the same period in 2012 primarily as a result of higher salaries and employee benefits and higher other real estate owned costs.  The higher salaries and benefits costs were due primarily to normal salary increases, the Acquisition and increased staffing.  Other real estate owned costs increased due to the impairment write downs of $670,000 compared to $304,000 for the nine months ended September 30, 2013 and 2012, respectively.

Income Taxes

The provision for income taxes expense for the nine months ended September 30, 2013 and 2012 was $3,524,000 and $3,605,000, representing an effective tax rate of 25% for both periods.

Balance Sheet Review

As of September 30, 2013, total assets were $1,213,233,000, a $4,459,000 decrease compared to December 31, 2012.  The decrease assets were primarily due to a decrease in cash and due from banks, interest bearing deposits in financial institutions and securities available-for-sale, offset in part by an increase in loans.

Investment Portfolio

The investment portfolio totaled $583,477,000 as of September 30, 2013, a decrease of $4,940,000 or 0.8% from the December 31, 2012 balance of $588,417,000.  The decrease in the investment portfolio was primarily due to decreases in U.S. government mortgage-backed securities and a lower unrealized gain on securities available-for-sale, offset in part by increases in corporate bonds, state and political subdivisions bonds and corporate bonds and U.S. government agencies.

On a quarterly basis, the investment portfolio is reviewed for other-than-temporary impairment.  As of September 30, 2013, gross unrealized losses of $8,168,000, are considered to be temporary in nature due to the increasing interest rate environment of 2013 and other general economic factors.  As a result of the Company’s favorable liquidity position, the Company does not have the intent to sell securities with an unrealized loss at the present time.  In addition, management believes it is more likely than not that the Company will hold these securities until recovery of their fair value to cost basis and avoid considering present unrealized loss positions to be other-than-temporary.
42

Loan Portfolio

The loan portfolio, net of the allowance for loan losses of $7,903,000, totaled $528,706,000 as of September 30, 2013, an increase of $18,581,000, or 3.6%, from the December 31, 2012 balance of $510,126,000.  The increase in the loan portfolio is primarily due to loan demand in the commercial real estate portfolio and to a lessor extent the 1-4 family real estate portfolio.

Deposits

Deposits totaled $977,006,000 as of September 30, 2013, a decrease of $27,727,000, or 2.8%, from the December 31, 2012 balance of $1,004,732,000.  The decrease in deposits occurred primarily in demand deposit and certificate of deposit accounts.  These decreases occurred primarily in the public funds and retail types of deposit accounts.

Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase totaled $31,974,000 as of September 30, 2013, an increase of $4,885,000, or 18.0%, from the December 31, 2012 balance of $27,089,000.  The increase is primarily due to increases in existing customer account balances from December 31, 2012.

FHLB Advances and Other Long-Term Borrowings

FHLB advances and other long-term borrowings totaled $57,558,000 and $34,611,000 as of September 30, 2013 and December 31, 2012, respectively.  During the nine months ended September 30, 2013, the increase in FHLB advances and other long-term borrowings are due to overnight borrowing from the FHLB of $23,000,000 and proceeds on FHLB fixed-term borrowings amounting to $2,000,000, offset in part by payments on FHLB advances amounting to $2,053,000.

Off-Balance Sheet Arrangements

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business.  These financial instruments include commitments to extend credit and standby letters of credit.  These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet.  No material changes in the Company’s off-balance sheet arrangements have occurred since December 31, 2012.

Asset Quality Review and Credit Risk Management

The Company’s credit risk is historically centered in the loan portfolio, which on September 30, 2013 totaled $528,706,000 compared to $510,126,000 as of December 31, 2012.  Net loans comprise 43.6% of total assets as of September 30, 2013.  The object in managing loan portfolio risk is to reduce the risk of loss resulting from a customer’s failure to perform according to the terms of a transaction and to quantify and manage credit risk on a portfolio basis.  The Company’s level of problem loans (consisting of nonaccrual loans and loans past due 90 days or more) as a percentage of total loans was 0.52% at September 30, 2013, as compared to 1.27% at December 31, 2012 and 1.22% at September 30, 2012.  The Company’s level of problem loans as a percentage of total loans at September 30, 2013 of 0.52% is lower than the Company’s peer group (343 bank holding companies with assets of $1 billion to $3 billion) of 1.86% as of June 30, 2013.
43

Impaired loans, net of specific reserves, totaled $2,420,000 as of September 30, 2013 and were lower than impaired loans of $5,912,000 as of December 31, 2012 and $4,918,000 as of September 30, 2012.  The decrease in impaired loans from December 31, 2012 is due primarily to payments received and credit improvements on impaired loans during the nine months ended September 30, 2013.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payment of principal and interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  The Company applies its normal loan review procedures to identify loans that should be evaluated for impairment.
 
The Company had TDRs of $1,635,000 as of September 30, 2013, of which all were included in impaired loans and $1,445,000 were on nonaccrual status. The Company had TDRs of $5,105,000 as of December 31, 2012, all of which were included in impaired loans and $4,058,000 were on nonaccrual status.

TDRs are monitored and reported on a quarterly basis.  Certain TDRs are on nonaccrual status at the time of restructuring.  These borrowings are typically returned to accrual status after the following: sustained repayment performance in accordance with the restructuring agreement for a reasonable period of at least six months; and, management is reasonably assured of future performance. If the TDR meets these performance criteria and the interest rate granted at the modification is equal to or greater than the rate that the Company was willing to accept at the time of the restructuring for a new loan with comparable risk, then the loan will return to performing status.
 
For TDRs that were on nonaccrual status before the modification, a specific reserve may already be recorded. In periods subsequent to modification, the Company will continue to evaluate all TDRs for possible impairment and, as necessary, recognizes impairment through the allowance. The Company had no charge-offs related to TDRs for the three and nine months ended September 30, 2013 and 2012.

Loans past due 90 days or more that are still accruing interest are reviewed no less frequently than quarterly to determine if there is a strong reason that the credit should not be placed on non-accrual.  As of September 30, 2013, non-accrual loans totaled $2,722,000; loans past due 90 days and still accruing totaled $84,000.  This compares to non-accrual loans of $5,567,000 and no loans past due 90 days and still accruing as of December 31, 2012.  Other real estate owned totaled $8,994,000 as of September 30, 2013 and $9,911,000 as of December 31, 2012.

The allowance for loan losses as a percentage of outstanding loans as of September 30, 2013 and December 31, 2012 was 1.47% and 1.50%, respectively. The allowance for loan losses totaled $7,903,000 and $7,773,000 as of September 30, 2013 and December 31, 2012, respectively.  Net charge-offs of loans totaled $36,000 and 47,000 for the nine months ended September 30, 2013 and 2012, respectively.

The allowance for loan losses is management’s best estimate of probable losses inherent in the loan portfolio as of the balance sheet date.  Factors considered in establishing an appropriate allowance include: an assessment of the financial condition of the borrower, a realistic determination of value and adequacy of underlying collateral, the condition of the local economy and the condition of the specific industry of the borrower, an analysis of the levels and trends of loan categories and a review of delinquent and classified loans.
44

Liquidity and Capital Resources

Liquidity management is the process by which the Company, through its Banks’ Asset and Liability Committees (ALCO), ensures that adequate liquid funds are available to meet its financial commitments on a timely basis, at a reasonable cost and within acceptable risk tolerances. These commitments include funding credit obligations to borrowers, funding of mortgage originations pending delivery to the secondary market, withdrawals by depositors, maintaining adequate collateral for pledging for public funds, trust deposits and borrowings, paying dividends to shareholders, payment of operating expenses, funding capital expenditures and maintaining deposit reserve requirements.

Liquidity is derived primarily from core deposit growth and retention; principal and interest payments on loans; principal and interest payments, sale, maturity and prepayment of securities available-for-sale; net cash provided from operations; and access to other funding sources. Other funding sources include federal funds purchased lines, FHLB advances and other capital market sources.

As of September 30, 2013, the level of liquidity and capital resources of the Company remain at a satisfactory level.  Management believes that the Company's liquidity sources will be sufficient to support its existing operations for the foreseeable future.

The liquidity and capital resources discussion will cover the following topics:
 
·
Review of the Company’s Current Liquidity Sources
·
Review of Statements of Cash Flows
·
Company Only Cash Flows
· Review of Commitments for Capital Expenditures, Cash Flow Uncertainties and Known Trends in Liquidity and Cash Flows Needs
· Capital Resources
 
Review of the Company’s Current Liquidity Sources

Liquid assets of cash and due from banks and interest-bearing deposits in financial institutions as of September 30, 2013 and December 31, 2012 totaled $59,914,000 and $79,444,000, respectively, and provide a level of liquidity.

Other sources of liquidity available to the Banks as of September 30, 2013 include outstanding lines of credit with the Federal Home Loan Bank of Des Moines, Iowa of $116,854,000, with $37,558,000 of outstanding FHLB advances at September 30, 2013.  Federal funds borrowing capacity at correspondent banks was $108,233,000, with no outstanding federal fund balances as of September 30, 2013.  The Company had securities sold under agreements to repurchase totaling $31,974,000 and long-term repurchase agreements of $20,000,000 as of September 30, 2013.

Total investments as of September 30, 2013 were $583,477,000 compared to $588,417,000 as of December 31, 2012.  These investments provide the Company with a significant amount of liquidity since all of the investments are classified as available-for-sale as of September 30, 2013.

The investment portfolio serves an important role in the overall context of balance sheet management in terms of balancing capital utilization and liquidity. The decision to purchase or sell securities is based upon the current assessment of economic and financial conditions, including the interest rate environment, liquidity and credit considerations. The portfolio’s scheduled maturities represent a significant source of liquidity.
45

Review of Statements of Cash Flows

Net cash provided by operating activities for the nine months ended September 30, 2013 totaled $17,993,000 compared to the $10,227,000 for the nine months ended September 30, 2012.  The increase of $7,766,000 in net cash provided by operating activities was primarily due to a decrease in other assets related to the repayment by the FDIC of the Bank’s unused prepaid insurance assessment and a decrease in a receivable due to investment securities sales transactions recorded at trade date, September 30, 2012, for which final settlement was received in October, 2012.

Net cash used in investing activities for the nine months ended September 30, 2013 was $23,029,000 and compares to $27,145,000 for the nine months ended September 30, 2012. The decrease of $4,117,000 in net cash used in investing activities was primarily due to changes in securities available-for-sale, and interest bearing deposits in financial institutions, offset in part by the cash acquired, net of cash paid, for acquired bank offices and changes in net loan activity.

Net cash provided by (used in) financing activities for the nine months ended September 30, 2013 totaled $(4,111,000) compared to $17,631,000 for the nine months ended September 30, 2012.  The change of $21,743,000 in net cash (used in) financing activities was primarily due to changes in deposits, offset in part by changes in FHLB borrowings and securities sold under agreements to repurchase.  As of June 30, 2013, the Company did not have any external debt financing, off-balance sheet financing arrangements, or derivative instruments linked to its stock.

Company Only Cash Flows

The Company’s liquidity on an unconsolidated basis is heavily dependent upon dividends paid to the Company by the Banks. The Company requires adequate liquidity to pay its expenses and pay stockholder dividends. For the nine months ended September 30, 2013, dividends paid by the Banks to the Company amounted to $5,400,000 compared to $6,796,000 for the same period in 2012.  Various federal and state statutory provisions limit the amounts of dividends banking subsidiaries are permitted to pay to their holding companies without regulatory approval.  Federal Reserve policy further limits the circumstances under which bank holding companies may declare dividends. For example, a bank holding company should not continue its existing rate of cash dividends on its common stock unless its net income is sufficient to fully fund each dividend and its prospective rate of earnings retention appears consistent with its capital needs, asset quality and overall financial condition. In addition, the Federal Reserve and the FDIC have issued policy statements, which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings.  Federal and state banking regulators may also restrict the payment of dividends by order.  The quarterly dividend declared by the Company increased to $0.16 per share in 2013 from $0.15 per share in 2012.

The Company, on an unconsolidated basis, has interest bearing deposits and marketable investment securities totaling $7,946,000 as of September 30, 2013 that are presently available to provide additional liquidity to the Banks.

Review of Commitments for Capital Expenditures, Cash Flow Uncertainties and Known Trends in Liquidity and Cash Flows Needs

No material capital expenditures or material changes in the capital resource mix are anticipated at this time.  The primary cash flow uncertainty would be a sudden decline in deposits causing the Banks to liquidate securities.  Historically, the Banks have maintained an adequate level of short-term marketable investments to fund the temporary declines in deposit balances.  There are no known trends in liquidity and cash flow needs as of September 30, 2013 that are of concern to management.
46

Capital Resources

The Company’s total stockholders’ equity as of September 30, 2013 totaled $141,354,000 and was lower than the $144,736,000 recorded as of December 31, 2012.  The decrease in stockholders’ equity was primarily created by 2013 market interest rates trending higher, which resulted in lower fair values in the securities available-for-sale portfolio as reflected in other comprehensive (loss), offset in part by net income as reflected in the change in retained earnings.  At September 30, 2013 and December 31, 2012, stockholders’ equity as a percentage of total assets was 11.65% and 11.89%, respectively.  The capital levels of the Company exceed applicable regulatory guidelines as of September 30, 2013.

In early July 2013, the Federal Reserve Board and the FDIC issued interim final rules implementing the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes. The rules revise minimum capital requirements and adjust prompt corrective action thresholds. The interim final rule revises the regulatory capital elements, adds a new common equity Tier I capital ratio, and increases the minimum Tier I capital ratio requirement. The revisions also permit banking organizations to retain, through a one-time election, the existing treatment for accumulated other comprehensive income and implement a new capital conservation buffer. The final rule will become effective January 1, 2015, subject to a transition period. Management is in the process of assessing the effect the Basel III Rules may have on the Company's and the Bank's capital positions and will monitor developments in this area.

Forward-Looking Statements and Business Risks

The Private Securities Litigation Reform Act of 1995 provides the Company with the opportunity to make cautionary statements regarding forward-looking statements contained in this Quarterly Report, including forward-looking statements concerning the Company’s future financial performance and asset quality.  Any forward-looking statement contained in this Quarterly Report is based on management’s current beliefs, assumptions and expectations of the Company’s future performance, taking into account all information currently available to management.  These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to management.  If a change occurs, the Company’s business, financial condition, liquidity, results of operations, asset quality, plans and objectives may vary materially from those expressed in the forward-looking statements.  The risks and uncertainties that may affect the actual results of the Company include, but are not limited to, the following:  economic conditions, particularly in the concentrated geographic area in which the Company and its affiliate banks operate; competitive products and pricing available in the marketplace; changes in credit and other risks posed by the Company’s loan and investment portfolios, including declines in commercial or residential real estate values or changes in the allowance for loan losses dictated by new market conditions or regulatory requirements; fiscal and monetary policies of the U.S. government; changes in governmental regulations affecting financial institutions (including regulatory fees and capital requirements); changes in prevailing interest rates; credit risk management and asset/liability management; the financial and securities markets; the availability of and cost associated with sources of liquidity; and other risks and uncertainties inherent in the Company’s business, including those discussed under the headings “Risk Factors” and “Forward-Looking Statements and Business Risks” in the Company’s Annual Report.  Management intends to identify forward-looking statements when using words such as “believe”, “expect”, “intend”, “anticipate”, “estimate”, “should” or similar expressions.  Undue reliance should not be placed on these forward-looking statements.  The Company undertakes no obligation to revise or update such forward-looking statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
47

Item 3.
Quantitative and Qualitative Disclosures About Market Risk

The Company's market risk is comprised primarily of interest rate risk arising from its core banking activities of lending and deposit taking.  Interest rate risk results from the changes in market interest rates which may adversely affect the Company's net interest income.  Management continually develops and applies strategies to mitigate this risk.  Management does not believe that the Company's primary market risk exposure and how it has been managed year-to-date in 2013 changed significantly when compared to 2012.

Item 4.
Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended).  Based on that evaluation, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There was no change in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
 
PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable

Item 1.A. Risk Factors

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
In November, 2012, the Company approved a Stock Repurchase Plan which provided for the repurchase of up to 100,000 shares of the Company’s common stock.  As of September 30, 2013, there were 100,000 shares remaining to be purchased under the plan.

48

The following table provides information with respect to purchase made by or on behalf of the Company or any “affiliated purchases” (as defined in rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended September 30, 2013.
 
 
 
   
   
Total
   
 
 
 
   
   
Number
   
Maximum
 
 
 
   
   
of Shares
   
Number of
 
 
 
   
   
Purchased as
   
Shares that
 
 
 
Total
   
   
Part of
   
May Yet Be
 
 
 
Number
   
Average
   
Publicly
   
Purchased
 
 
 
of Shares
   
Price Paid
   
Announced
   
Under
 
Period
 
Purchased
   
Per Share
   
Plans
   
The Plan
 
 
 
   
   
   
 
July 1, 2013 to July 31, 2013
   
-
   
$
-
     
-
     
100,000
 
 
                               
August 1, 2013 to August 31, 2013
   
-
   
$
-
     
-
     
100,000
 
 
                               
September 1, 2013 to September 30, 2013
   
-
   
$
-
     
-
     
100,000
 
 
                               
Total
   
-
             
-
         

Item 3. Defaults Upon Senior Securities

Not applicable
 
Item 4.
Mine Safety Disclosures

Not applicable

Item 5.
Other information

Not applicable

Item 6.
Exhibits
 
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS
XBRL Instance Document (1)
101.SCH
XBRL Taxonomy Extension Schema Document (1)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.LAB
XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (1)
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (1)

(1)            These interactive date files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act o f1933, as amended, or Section 18 of the Securities Exchange Act o f1934, as amended, or otherwise subject to liability under those sections.
49

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.

 
AMES NATIONAL CORPORATION
 
 
 
 
 
DATE: November 8, 2013
By:
/s/ Thomas H. Pohlman
 
 
 
 
 
 
Thomas H. Pohlman, Chief Executive Officer and President
 
 
 
 
 
 
By:
/s/ John P. Nelson
 
 
 
 
 
 
John P. Nelson, Chief Financial Officer and Vice President
 
 
50

EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit No.
Description
 
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS
XBRL Instance Document (1)
101.SCH
XBRL Taxonomy Extension Schema Document (1)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.LAB
XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (1)
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (1)

(1)These interactive date files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act o f1934, as amended, or otherwise subject to liability under those sections.
 
 
51