lkfn10q0612.htm
 
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

LAKELAND FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 

 
Indiana
0-11487
35-1559596
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation or Organization)
 
Identification No.)


202 East Center Street, P.O. Box 1387, Warsaw, Indiana 46581-1387
(Address of Principal Executive Offices)(Zip Code)

(574) 267-6144
Registrant’s Telephone Number, Including Area Code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X   No _

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X  No _

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

Large accelerated filer  __   Accelerated filer X  Non-accelerated filer __  (do not check if a smaller reporting company)   Smaller reporting company __

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

 
Number of shares of common stock outstanding at July 31, 2012:  16,339,122


 
 

 

LAKELAND FINANCIAL CORPORATION
Form 10-Q Quarterly Report
Table of Contents

PART I.

   
Page Number
Item 1.
1
Item 2.
 
 
50
Item 3.
66
Item 4.
66

PART II.

   
Page Number
Item 1.
68
Item 1A.
68
Item 2.
68
Item 3.
68
Item 4.
69
Item 5.
69
Item 6.
69
     
Form 10-Q
70


 
 

 

PART 1
LAKELAND FINANCIAL CORPORATION
ITEM 1 – FINANCIAL STATEMENTS


LAKELAND FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
As of June 30, 2012 and December 31, 2011
(in thousands except for share data)
 
 
(Page 1 of 2)

 
June 30,
 
December 31,
 
2012
 
2011
 
(Unaudited)
   
ASSETS
     
Cash and due from banks
 $           162,669
 
 $             56,909
Short-term investments
32,280
 
47,675
  Total cash and cash equivalents
194,949
 
104,584
       
Securities available for sale (carried at fair value)
478,440
 
467,391
Real estate mortgage loans held for sale
5,124
 
2,953
       
Loans, net of allowance for loan losses of $51,817 and $53,400
2,162,583
 
2,180,309
       
Land, premises and equipment, net
34,962
 
34,736
Bank owned life insurance
40,502
 
39,959
Accrued income receivable
9,446
 
9,612
Goodwill
4,970
 
4,970
Other intangible assets
73
 
99
Other assets
43,389
 
45,075
  Total assets
 $        2,974,438
 
 $        2,889,688





    


(continued)




 
1

 









LAKELAND FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
As of June 30, 2012 and December 31, 2011
(in thousands except for share data)
 
 
(Page 2 of 2)

 
June 30,
 
December 31,
 
2012
 
2011
 
(Unaudited)
   
LIABILITIES AND EQUITY
     
       
LIABILITIES
     
Noninterest bearing deposits
 $           376,928
 
 $           356,682
Interest bearing deposits
2,148,557
 
2,056,014
  Total deposits
2,525,485
 
2,412,696
       
Short-term borrowings
     
  Federal funds purchased
0
 
10,000
  Securities sold under agreements to repurchase
98,696
 
131,990
    Total short-term borrowings
98,696
 
141,990
       
Accrued expenses payable
14,802
 
13,550
Other liabilities
1,831
 
2,195
Long-term borrowings
15,038
 
15,040
Subordinated debentures
30,928
 
30,928
    Total liabilities
2,686,780
 
2,616,399
       
EQUITY
     
Common stock:  90,000,000 shares authorized, no par value
     
 16,331,947 shares issued and 16,253,496 outstanding as of June 30, 2012
     
 16,217,019 shares issued and 16,145,772 outstanding as of December 31, 2011
88,440
 
87,380
Retained earnings
194,046
 
181,903
Accumulated other comprehensive income
6,491
 
5,139
Treasury stock, at cost (2012 - 78,451 shares, 2011 - 71,247 shares)
(1,408)
 
(1,222)
  Total stockholders' equity
287,569
 
273,200
       
  Noncontrolling interest
89
 
89
  Total equity
287,658
 
273,289
    Total liabilities and equity
 $        2,974,438
 
 $        2,889,688



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

 
2

 





LAKELAND FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months and Six Months Ended June 30, 2012 and 2011
(in thousands except for share and per share data)

(Unaudited)

(Page 1 of 2)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
NET INTEREST INCOME
             
Interest and fees on loans
             
  Taxable
 $        25,795
 
 $        26,300
 
 $        51,986
 
 $        52,165
  Tax exempt
                112
 
                122
 
                224
 
                243
Interest and dividends on securities
             
  Taxable
             2,627
 
             3,361
 
             5,391
 
             7,418
  Tax exempt
                699
 
                687
 
             1,396
 
             1,376
Interest on short-term investments
                  16
 
                  78
 
                  27
 
                  96
    Total interest income
           29,249
 
           30,548
 
           59,024
 
           61,298
               
Interest on deposits
             6,602
 
             7,093
 
           13,363
 
           13,778
Interest on borrowings
             
  Short-term
                104
 
                147
 
                217
 
                318
  Long-term
                395
 
                363
 
                799
 
                723
    Total interest expense
             7,101
 
             7,603
 
           14,379
 
           14,819
               
NET INTEREST INCOME
           22,148
 
           22,945
 
           44,645
 
           46,479
               
Provision for loan losses
                500
 
             2,900
 
             1,299
 
             8,500
               
NET INTEREST INCOME AFTER PROVISION FOR
             
  LOAN LOSSES
           21,648
 
           20,045
 
           43,346
 
           37,979
               
NONINTEREST INCOME
             
Wealth advisory fees
                897
 
                929
 
             1,811
 
             1,747
Investment brokerage fees
                940
 
                621
 
             1,740
 
             1,352
Service charges on deposit accounts
             2,011
 
             1,939
 
             3,892
 
             3,902
Loan, insurance and service fees
             1,452
 
             1,260
 
             2,641
 
             2,336
Merchant card fee income
                289
 
                288
 
                605
 
                522
Other income
                280
 
                646
 
                945
 
             1,018
Mortgage banking income
                392
 
                203
 
                984
 
                154
Net securities gains (losses)
                    0
 
                  32
 
                    3
 
               (166)
Other than temporary impairment loss on available-for-sale securities:
             
  Total impairment losses recognized on securities
               (475)
 
                    0
 
               (985)
 
               (121)
  Loss recognized in other comprehensive income
                  26
 
                    0
 
                  26
 
                    0
  Net impairment loss recognized in earnings
               (449)
 
                    0
 
               (959)
 
               (121)
  Total noninterest income
             5,812
 
             5,918
 
           11,662
 
           10,744


(continued)



 
3

 


LAKELAND FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months and Six Months Ended June 30, 2012 and 2011
(in thousands except for share and per share data)

(Unaudited)

(Page 2 of 2)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
NONINTEREST EXPENSE
             
Salaries and employee benefits
             8,363
 
             8,018
 
           17,438
 
           16,191
Net occupancy expense
                831
 
                752
 
             1,716
 
             1,627
Equipment costs
                596
 
                510
 
             1,213
 
             1,064
Data processing fees and supplies
             1,060
 
                979
 
             1,901
 
             2,091
Other expense
             3,399
 
             3,714
 
             6,661
 
             7,168
  Total noninterest expense
           14,249
 
           13,973
 
           28,929
 
           28,141
               
INCOME BEFORE INCOME TAX EXPENSE
           13,211
 
           11,990
 
           26,079
 
           20,582
               
Income tax expense
             4,392
 
             4,001
 
             8,634
 
             6,628
               
NET INCOME
 $          8,819
 
 $          7,989
 
 $        17,445
 
 $        13,954
               
               
BASIC WEIGHTED AVERAGE COMMON SHARES
    16,324,928
 
    16,201,311
 
    16,298,981
 
    16,198,348
               
BASIC EARNINGS PER COMMON SHARE
 $            0.54
 
 $            0.49
 
 $            1.07
 
 $            0.86
               
DILUTED WEIGHTED AVERAGE COMMON SHARES
    16,453,561
 
    16,300,229
 
    16,450,832
 
    16,296,684
               
DILUTED EARNINGS PER COMMON SHARE
 $            0.54
 
 $            0.49
 
 $            1.06
 
 $            0.86




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






 
4

 








LAKELAND FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months and Six Months Ended June 30, 2012 and 2011
(in thousands)

(Unaudited)

     
Three months ended June 30,
 
Six months ended June 30,
     
2012
 
2011
 
2012
 
2011
Net income
 $            8,819
 
 $            7,989
 
 $          17,445
 
 $          13,954
Other comprehensive income
             
 
Change in securities available for sale:
             
   
Unrealized holding gain (loss) on securities available for sale
             
   
  arising during the period
                 (181)
 
               3,914
 
               1,069
 
               3,794
   
Reclassification adjustment for (gains)/losses included in net income
0
 
(32)
 
(3)
 
166
   
Reclassification adjustment for other than temporary impairment
449
 
                      0
 
                  959
 
                  121
   
Net securities gain activity during the period
                  268
 
               3,882
 
               2,025
 
               4,081
   
Tax effect
                   (58)
 
              (1,560)
 
                 (804)
 
              (1,573)
   
Net of tax amount
                  210
 
               2,322
 
               1,221
 
               2,508
 
Defined benefit pension plans:
             
   
Net gain(loss) on defined benefit pension plans
0
 
0
 
                  110
 
(233)
   
Amortization of net actuarial loss
                    66
 
                    37
 
                  110
 
                    72
   
Net gain /(loss) activity during the period
                    66
 
37
 
                  220
 
(161)
   
Tax effect
                   (26)
 
                   (16)
 
                   (89)
 
                    65
   
Net of tax amount
                    40
 
                    21
 
                  131
 
                   (96)
                   
   
Total other comprehensive income, net of tax
                  250
 
               2,343
 
               1,352
 
               2,412
                   
Comprehensive income
 $            9,069
 
 $          10,332
 
 $          18,797
 
 $          16,366


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




 
5

 

LAKELAND FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Six Months Ended June 30, 2012 and 2011
(in thousands except for share and per share data)
(Unaudited)

           
Accumulated
       
           
Other
     
Total
   
Common
 
Retained
 
Comprehensive
 
Treasury
 
Stockholders'
   
Stock
 
Earnings
 
Income (Loss)
 
Stock
 
Equity
                     
                     
Balance at January 1, 2011
 
 $           85,766
 
 $         161,299
 
 $                    1,350
 
 $           (1,418)
 
 $          246,997
Comprehensive income:
                   
  Net income
     
              13,954
         
               13,954
 Other comprehensive income (loss), net of tax
         
                       2,412
     
                 2,412
    Comprehensive income
                 
               16,366
  Common stock cash dividends declared, $.31 per share
     
               (5,035)
         
               (5,035)
  Treasury shares purchased under deferred directors' plan
                   
    (5,058 shares)
 
                   113
         
                 (113)
 
                        0
  Treasury shares sold under deferred directors' plan
                   
    (30,100 shares)
 
                 (440)
         
                   440
 
                        0
  Stock activity under stock compensation plans (34,000 shares)
 
                   336
             
                    336
  Stock compensation expense
 
                   647
             
                    647
Balance at June 30, 2011
 
 $           86,422
 
 $         170,218
 
 $                    3,762
 
 $           (1,091)
 
 $          259,311
                     
Balance at January 1, 2012
 
 $           87,380
 
 $         181,903
 
 $                    5,139
 
 $           (1,222)
 
 $          273,200
Comprehensive income:
                   
  Net income
     
              17,445
         
               17,445
 Other comprehensive income (loss), net of tax
         
                       1,352
     
                 1,352
    Comprehensive income
                 
               18,797
  Common stock cash dividends declared, $.325 per share
     
               (5,302)
         
               (5,302)
  Treasury shares purchased under deferred directors' plan
                   
    (7,204 shares)
 
                   186
         
                 (186)
 
                        0
  Stock activity under stock compensation plans, net of taxes (114,928 shares)
 
                   185
             
                    185
  Stock compensation expense
 
                   689
             
                    689
Balance at June 30, 2012
 
 $           88,440
 
 $         194,046
 
 $                    6,491
 
 $           (1,408)
 
 $          287,569

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

 
6

 


LAKELAND FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2012 and 2011
(in thousands)
(Unaudited)
(Page 1 of 2)

 
2012
 
2011
Cash flows from operating activities:
     
Net income
 $            17,445
 
 $            13,954
Adjustments to reconcile net income to net cash from operating
     
      activities:
     
  Depreciation
                 1,338
 
                 1,100
  Provision for loan losses
                 1,299
 
                 8,500
  Loss on sale and write down of other real estate owned
                    103
 
                    263
  Amortization of intangible assets
                      26
 
                      27
  Amortization of loan servicing rights
                    347
 
                    266
  Net change in loan servicing rights valuation allowance
                    (22)
 
                      (7)
  Loans originated for sale
             (64,807)
 
             (30,642)
  Net gain on sales of loans
               (1,140)
 
                  (659)
  Proceeds from sale of loans
               63,365
 
               33,482
  Net loss on sales of premises and equipment
                        0
 
                      (1)
  Net (gain) loss  on sales and calls of securities available for sale
                      (3)
 
                    166
  Impairment on available for sale securities
                    959
 
                    121
  Net securities amortization
                 3,143
 
                 1,202
  Stock compensation expense
                    689
 
                    647
  Earnings on life insurance
                  (459)
 
                  (586)
  Tax benefit of stock option exercises
                  (432)
 
                    (91)
  Net change:
     
    Accrued income receivable
                    166
 
                    262
    Accrued expenses payable
                 1,383
 
                 1,006
    Other assets
                    998
 
                  (469)
    Other liabilities
                  (178)
 
                    (66)
      Total adjustments
                 6,775
 
               14,521
        Net cash from operating activities
               24,220
 
               28,475
       
Cash flows from investing activities:
     
  Proceeds from sale of securities available for sale
                        0
 
               73,318
  Proceeds from maturities, calls and principal paydowns of
     
    securities available for sale
               48,098
 
               38,446
  Purchases of securities available for sale
             (61,221)
 
           (113,507)
  Purchase of life insurance
                    (14)
 
                  (148)
  Net (increase) decrease in total loans
               16,283
 
             (60,990)
  Proceeds from sales of land, premises and equipment
                        0
 
                      44
  Purchases of land, premises and equipment
               (1,564)
 
               (1,445)
  Proceeds from sales of other real estate
                    373
 
                    948
        Net cash from investing activities
                 1,955
 
             (63,334)

                                                        
(Continued)


 
7

 
LAKELAND FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2012 and 2011
(in thousands)
(Unaudited)
(Page 2 of 2)

 
2012
 
2011
Cash flows from financing activities:
     
  Net increase in total deposits
             112,789
 
               75,474
  Net decrease in short-term borrowings
             (43,294)
 
             (35,618)
  Payments on long-term borrowings
                      (2)
 
                      (1)
  Common dividends paid
               (5,289)
 
               (5,022)
  Preferred dividends paid
                    (13)
 
                    (13)
  Proceeds from stock option exercise
                    185
 
                    336
  Purchase of treasury stock
                  (186)
 
                  (113)
        Net cash from financing activities
               64,190
 
               35,043
Net change in cash and cash equivalents
               90,365
 
                    184
Cash and cash equivalents at beginning of the period
             104,584
 
               60,141
Cash and cash equivalents at end of the period
 $          194,949
 
 $            60,325
Cash paid during the period for:
     
    Interest
 $            12,560
 
 $            13,300
    Income taxes
                 7,050
 
                 8,822
Supplemental non-cash disclosures:
     
    Loans transferred to other real estate
                    144
 
                    270


  
 

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















 
8

 






LAKELAND FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012

(Table amounts in thousands except for share and per share data)

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

This report is filed for Lakeland Financial Corporation (the “Company”) and its wholly owned subsidiary, Lake City Bank (the “Bank”). All significant inter-company balances and transactions have been eliminated in consolidation. Also included is the Bank’s wholly owned subsidiary, LCB Investments II, Inc. (“LCB Investments”). LCB Investments also owns LCB Funding, Inc. (“LCB Funding”), a real estate investment trust.

The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and are unaudited. In the opinion of management, all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation have been included. Operating results for the three-month and six-month periods ending June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. The 2011 Lakeland Financial Corporation Annual Report on Form 10-K should be read in conjunction with these statements.

NOTE 2. EARNINGS PER SHARE

Basic earnings per common share is net income available to common shareholders divided by the weighted average number of common shares outstanding during the period.  Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options, stock awards and warrants.

   
Three Months Ended June 30,
 
Six Months Ended June 30,
   
2012
 
2011
 
2012
 
2011
Weighted average shares outstanding for basic earnings per common share
 
        16,324,928
 
        16,201,311
 
        16,298,981
 
        16,198,348
Dilutive effect of stock options, awards and warrants
 
            128,633
 
              98,918
 
            151,851
 
              98,336
Weighted average shares outstanding for diluted earnings per common share
 
        16,453,561
 
        16,300,229
 
        16,450,832
 
        16,296,684
                 
Basic earnings per common share
 
 $              0.54
 
 $              0.49
 
 $              1.07
 
 $              0.86
Diluted earnings per common share
 
 $              0.54
 
 $              0.49
 
 $              1.06
 
 $              0.86


 
9

 
Stock options for 0 and 70,000 shares for both the three-month and six-month periods ended June 30, 2012 and 2011, respectively, were not considered in computing diluted earnings per common share because they were antidilutive.

NOTE 3. LOANS

 
June 30,
December 31,
 
2012
2011
Commercial and industrial loans:
           
  Working capital lines of credit loans
 $   413,394
   18.7
 %
 $   373,768
   16.7
 %
  Non-working capital loans
      375,677
   17.0
 
      377,388
   16.9
 
    Total commercial and industrial loans
      789,071
   35.6
 
      751,156
   33.6
 
             
Commercial real estate and multi-family residential loans:
           
  Construction and land development loans
       84,416
     3.8
 
       82,284
     3.7
 
  Owner occupied loans
      356,889
   16.1
 
      346,669
   15.5
 
  Nonowner occupied loans
      333,237
   15.0
 
      385,090
   17.2
 
  Multifamily loans
       35,587
     1.6
 
       38,477
     1.7
 
    Total commercial real estate and multi-family residential loans
      810,129
   36.6
 
      852,520
   38.2
 
             
Agri-business and agricultural loans:
           
  Loans secured by farmland
112,431
     5.1
 
118,224
     5.3
 
  Loans for agricultural production
108,514
     4.9
 
119,705
     5.4
 
    Total agri-business and agricultural loans
220,945
   10.0
 
237,929
   10.7
 
             
Other commercial loans
       63,681
     2.9
 
       58,278
     2.6
 
  Total commercial loans
   1,883,826
   85.1
 
   1,899,883
   85.0
 
             
Consumer 1-4 family mortgage loans:
           
  Closed end first mortgage loans
      105,057
     4.7
 
      106,999
     4.8
 
  Open end and junior lien loans
      171,063
     7.7
 
      175,694
     7.9
 
  Residential construction and land development loans
         9,190
     0.4
 
         5,462
     0.2
 
  Total consumer 1-4 family mortgage loans
      285,310
   12.9
 
      288,155
   12.9
 
             
Other consumer loans
       45,726
     2.1
 
       45,999
     2.1
 
  Total consumer loans
      331,036
   14.9
 
      334,154
   15.0
 
  Subtotal
   2,214,862
 100.0
 %
   2,234,037
 100.0
 %
Less:  Allowance for loan losses
      (51,817)
   
      (53,400)
   
           Net deferred loan fees
           (462)
   
           (328)
   
Loans, net
 $2,162,583
   
 $2,180,309
   




 
10

 


NOTE 4. ALLOWANCE FOR LOAN LOSSES AND CREDIT QUALITY


The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2012:

     
Commercial
                       
     
Real Estate
         
Consumer
           
 
Commercial
 
and Multifamily
 
Agri-business
 
Other
 
1-4 Family
 
Other
       
 
and Industrial
 
Residential
 
and Agricultural
 
Commercial
 
Mortgage
 
Consumer
 
Unallocated
 
Total
Three Months Ended June 30, 2012
(in thousands)
Balance April 1,
 $               22,134
 
 $               23,236
 
 $                    538
 
 $                    186
 
 $                 2,527
 
 $                    523
 
 $                 3,613
 
 $               52,757
  Provision for loan losses
(1,048)
 
829
 
881
 
(12)
 
(110)
 
65
 
(105)
 
500
  Loans charged-off
(1,676)
 
0
 
0
 
0
 
(78)
 
(97)
 
0
 
(1,851)
  Recoveries
286
 
18
 
0
 
2
 
73
 
32
 
0
 
411
    Net loans charged-off
(1,390)
 
18
 
0
 
2
 
(5)
 
(65)
 
0
 
(1,440)
Balance June 30,
 $               19,696
 
 $               24,083
 
 $                 1,419
 
 $                    176
 
 $                 2,412
 
 $                    523
 
 $                 3,508
 
 $               51,817
Six Months Ended June 30, 2012
                             
Balance January 1,
 $               22,830
 
 $               23,489
 
 $                    695
 
 $                      65
 
 $                 2,322
 
 $                    645
 
 $                 3,354
 
 $               53,400
  Provision for loan losses
(1,152)
 
1,394
 
724
 
107
 
61
 
11
 
154
 
1,299
  Loans charged-off
(2,454)
 
(847)
 
0
 
0
 
(92)
 
(191)
 
0
 
(3,584)
  Recoveries
472
 
47
 
0
 
4
 
121
 
58
 
0
 
702
    Net loans charged-off
(1,982)
 
(800)
 
0
 
4
 
29
 
(133)
 
0
 
(2,882)
Balance June 30,
 $               19,696
 
 $               24,083
 
 $                 1,419
 
 $                    176
 
 $                 2,412
 
 $                    523
 
 $                 3,508
 
 $               51,817
                               
Allowance for loan losses:
                             
  Ending allowance balance attributable to loans:
                             
    Individually evaluated for impairment
 $                 6,721
 
 $                 8,946
 
 $                      75
 
 $                        0
 
 $                    481
 
 $                        5
 
 $                        0
 
 $               16,228
    Collectively evaluated for impairment
12,975
 
15,137
 
1,344
 
176
 
1,931
 
518
 
3,508
 
35,589
                               
Total ending allowance balance
 $               19,696
 
 $               24,083
 
 $                 1,419
 
 $                    176
 
 $                 2,412
 
 $                    523
 
 $                 3,508
 
 $               51,817
                               
                               
Loans:
                             
  Loans individually evaluated for impairment
 $               20,420
 
 $               35,234
 
 $                    809
 
 $                        0
 
 $                 2,787
 
 $                        6
 
 $                        0
 
 $               59,256
  Loans collectively evaluated for impairment
768,798
 
773,980
 
220,217
 
63,671
 
282,803
 
45,675
 
0
 
2,155,144
                               
Total ending loans balance
 $             789,218
 
 $             809,214
 
 $             221,026
 
 $               63,671
 
 $             285,590
 
 $               45,681
 
 $                        0
 
 $          2,214,400


The recorded investment in loans does not include accrued interest.


 
11

 
The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2011:

     
Commercial
                       
     
Real Estate
         
Consumer
           
 
Commercial
 
and Multifamily
 
Agri-business
 
Other
 
1-4 Family
 
Other
       
 
and Industrial
 
Residential
 
and Agricultural
 
Commercial
 
Mortgage
 
Consumer
 
Unallocated
 
Total
 
(in thousands)
Three Months Ended June 30, 2011
 
Balance April 1,
 $               22,549
 
 $               17,884
 
 $                 1,194
 
 $                    270
 
 $                 2,480
 
 $                    548
 
 $                 3,570
 
 $               48,495
  Provision for loan losses
506
 
1,855
 
(246)
 
290
 
499
 
108
 
(112)
 
2,900
  Loans charged-off
(189)
 
(25)
 
0
 
0
 
(337)
 
(98)
 
0
 
(649)
  Recoveries
133
 
318
 
0
 
0
 
16
 
47
 
0
 
514
    Net loans charged-off
(56)
 
293
 
0
 
0
 
(321)
 
(51)
 
0
 
(135)
Balance June 30,
 $               22,999
 
 $               20,032
 
 $                    948
 
 $                    560
 
 $                 2,658
 
 $                    605
 
 $                 3,458
 
 $               51,260
Six Months Ended June 30, 2011
                             
Balance January 1,
 $               21,479
 
 $               15,893
 
 $                 1,318
 
 $                    270
 
 $                 1,694
 
 $                    682
 
 $                 3,671
 
 $               45,007
  Provision for loan losses
1,877
 
5,228
 
(370)
 
290
 
1,662
 
26
 
(213)
 
8,500
  Loans charged-off
(587)
 
(1,416)
 
0
 
0
 
(717)
 
(229)
 
0
 
(2,949)
  Recoveries
230
 
327
 
0
 
0
 
19
 
126
 
0
 
702
    Net loans charged-off
(357)
 
(1,089)
 
0
 
0
 
(698)
 
(103)
 
0
 
(2,247)
Balance June 30,
 $               22,999
 
 $               20,032
 
 $                    948
 
 $                    560
 
 $                 2,658
 
 $                    605
 
 $                 3,458
 
 $               51,260
                               

The recorded investment in loans does not include accrued interest.




 
12

 









The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2011:

     
Commercial
                       
     
Real Estate
         
Consumer
           
 
Commercial
 
and Multifamily
 
Agri-business
 
Other
 
1-4 Family
 
Other
       
 
and Industrial
 
Residential
 
and Agricultural
 
Commercial
 
Mortgage
 
Consumer
 
Unallocated
 
Total
 
(in thousands)
Balance January 1
 $               21,479
 
 $               15,893
 
 $                 1,318
 
 $                    270
 
 $                 1,694
 
 $                    682
 
 $                 3,671
 
 $               45,007
  Provision for loan losses
3,112
 
9,748
 
(520)
 
(205)
 
1,632
 
350
 
(317)
 
13,800
  Loans charged-off
(2,587)
 
(2,514)
 
(103)
 
0
 
(1,050)
 
(575)
 
0
 
(6,829)
  Recoveries
826
 
362
 
0
 
0
 
46
 
188
 
0
 
1,422
    Net loans charged-off
(1,761)
 
(2,152)
 
(103)
 
0
 
(1,004)
 
(387)
 
0
 
(5,407)
Balance December 31
 $               22,830
 
 $               23,489
 
 $                    695
 
 $                      65
 
 $                 2,322
 
 $                    645
 
 $                 3,354
 
 $               53,400
                               
Allowance for loan losses:
                             
  Ending allowance balance attributable to loans:
                             
    Individually evaluated for impairment
 $                 9,443
 
 $                 8,382
 
 $                    213
 
 $                        -
 
 $                    288
 
 $                        0
 
 $                        0
 
 $               18,326
    Collectively evaluated for impairment
13,387
 
15,107
 
482
 
65
 
2,034
 
645
 
3,354
 
35,074
                               
Total ending allowance balance
 $               22,830
 
 $               23,489
 
 $                    695
 
 $                      65
 
 $                 2,322
 
 $                    645
 
 $                 3,354
 
 $               53,400
                               
                               
Loans:
                             
  Loans individually evaluated for impairment
 $               24,204
 
 $               35,794
 
 $                    853
 
 $                        0
 
 $                 2,665
 
 $                        0
 
 $                        0
 
 $               63,516
  Loans collectively evaluated for impairment
727,160
 
815,883
 
237,150
 
58,249
 
285,791
 
45,960
 
0
 
2,170,193
                               
Total ending loans balance
 $             751,364
 
 $             851,677
 
 $             238,003
 
 $               58,249
 
 $             288,456
 
 $               45,960
 
 $                        0
 
 $          2,233,709

The recorded investment in loans does not include accrued interest.

The allowance for loan losses to total loans at June 30, 2012 and 2011 was 2.34% and 2.39% respectively.  The allowance for loan losses to total loans at December 31, 2011 was 2.39%.



 
13

 



The following table presents loans individually evaluated for impairment as of and for the three-month and six-month periods ended June 30, 2012 and 2011:

             
Three Months Ended June 30, 2012
 
Six Months Ended June 30, 2012
                     
Cash Basis
         
Cash Basis
 
Unpaid
     
Allowance for
 
Average
 
Interest
 
Interest
 
Average
 
Interest
 
Interest
 
Principal
 
Recorded
 
Loan Losses
 
Recorded
 
Income
 
Income
 
Recorded
 
Income
 
Income
 
Balance
 
Investment
 
Allocated
 
Investment
 
Recognized
 
Recognized
 
Investment
 
Recognized
 
Recognized
With no related allowance recorded:
                                 
  Commercial and industrial loans:
                                 
    Non-working capital loans
 $                    505
 
 $                    166
 
 $                        0
 
 $                    168
 
 $                        0
 
 $                        0
 
 $                    170
 
 $                        0
 
 $                        0
                                   
  Commercial real estate and multi-family residential loans:
                                 
    Owner occupied loans
654
 
629
 
0
 
637
 
0
 
0
 
464
 
0
 
0
    Nonowner occupied loans
391
 
391
 
0
 
265
 
0
 
0
 
133
 
0
 
0
                                   
  Agri-business and agricultural loans:
                                 
    Loans secured by farmland
443
 
265
 
0
 
266
 
0
 
0
 
133
 
0
 
0
    Loans for ag production
203
 
203
 
0
 
204
 
0
 
0
 
102
 
0
 
0
                                   
  Consumer 1-4 family loans:
                                 
    Closed end first mortgage loans
580
 
580
 
0
 
583
 
0
 
0
 
440
 
0
 
0
    Open end and junior lien loans
20
 
20
 
0
 
20
 
0
 
0
 
30
 
0
 
0
                                   
With an allowance recorded:
                                 
  Commercial and industrial loans:
                                 
    Working capital lines of credit loans
5,598
 
2,989
 
1,450
 
4,395
 
13
 
13
 
5,100
 
29
 
28
    Non-working capital loans
17,954
 
17,265
 
5,271
 
17,264
 
177
 
178
 
17,494
 
357
 
360
                                   
  Commercial real estate and multi-family residential loans:
                                 
    Construction and land development loans
2,386
 
1,996
 
510
 
2,036
 
17
 
17
 
1,503
 
17
 
17
    Owner occupied loans
5,405
 
4,636
 
1,500
 
4,288
 
6
 
6
 
4,438
 
18
 
16
    Nonowner occupied loans
28,184
 
27,582
 
6,936
 
27,561
 
104
 
105
 
28,481
 
202
 
204
    Multifamily loans
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
                                   
  Agri-business and agricultural loans:
                                 
    Loans secured by farmland
1,735
 
341
 
75
 
345
 
0
 
0
 
484
 
0
 
0
    Loans for agricultural production
0
 
0
 
0
 
0
 
0
 
0
 
105
 
0
 
0
                                   
  Other commercial loans
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
                                   
  Consumer 1-4 family mortgage loans:
                                 
    Closed end first mortgage loans
1,875
 
1,877
 
312
 
1,833
 
9
 
11
 
1,815
 
20
 
22
    Open end and junior lien loans
310
 
310
 
169
 
312
 
0
 
0
 
333
 
0
 
0
    Residential construction loans
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
                                   
  Other consumer loans
6
 
6
 
5
 
6
 
0
 
0
 
7
 
0
 
0
                                   
Total
 $               66,249
 
 $               59,256
 
 $               16,228
 
 $               59,378
 
 $                    326
 
 $                    330
 
 $               60,596
 
 $                    643
 
 $                    647

The recorded investment in loans does not include accrued interest.

 
14

 
The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2011:

                     
Cash Basis
 
Unpaid
     
Allowance for
 
Average
 
Interest
 
Interest
 
Principal
 
Recorded
 
Loan Losses
 
Recorded
 
Income
 
Income
 
Balance
 
Investment
 
Allocated
 
Investment
 
Recognized
 
Recognized
                       
With no related allowance recorded:
                     
  Commercial and industrial loans:
                     
    Non-working capital loans
 $                    116
 
 $                    116
 
 $                        0
 
 $                      30
 
 $                        0
 
 $                        0
                       
  Commercial real estate and multi-family residential loans:
                     
    Nonowner occupied loans
0
 
0
 
0
 
425
 
0
 
0
                       
With an allowance recorded:
                     
  Commercial and industrial loans:
                     
    Working capital lines of credit loans
7,831
 
5,969
 
3,206
 
5,649
 
23
 
25
    Non-working capital loans
20,867
 
18,119
 
6,237
 
17,202
 
616
 
625
                       
  Commercial real estate and multi-family residential loans:
                     
    Construction and land development loans
816
 
429
 
125
 
1,319
 
0
 
0
    Owner occupied loans
5,874
 
5,082
 
1,566
 
3,082
 
41
 
45
    Nonowner occupied loans
30,769
 
30,283
 
6,691
 
24,108
 
246
 
252
    Multifamily loans
0
 
0
 
0
 
0
 
0
 
0
                       
  Agri-business and agricultural loans:
                     
    Loans secured by farmland
1,126
 
628
 
195
 
610
 
0
 
0
    Loans for agricultural production
225
 
225
 
18
 
410
 
0
 
0
                       
  Other commercial loans
0
 
0
 
0
 
129
 
0
 
0
                       
  Consumer 1-4 family mortgage loans:
                     
    Closed end first mortgage loans
2,461
 
2,256
 
285
 
1,872
 
44
 
48
    Open end and junior lien loans
409
 
409
 
3
 
118
 
0
 
0
    Residential construction loans
0
 
0
 
0
 
0
 
0
 
0
                       
  Other consumer loans
0
 
0
 
0
 
0
 
0
 
0
                       
Total
 $               70,494
 
 $               63,516
 
 $               18,326
 
 $               54,924
 
 $                    970
 
 $                    995


The recorded investment in loans does not include accrued interest.



 
15

 


The following table presents the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of June 30, 2012 and December 31, 2011:

 
June 30, 2012
 
December 31, 2011
     
Loans Past Due
     
Loans Past Due
     
Over 90 Days
     
Over 90 Days
     
Still
     
Still
 
Nonaccrual
 
Accruing
 
Nonaccrual
 
Accruing
               
  Commercial and industrial loans:
             
    Working capital lines of credit loans
 $                 1,928
 
 $                         0
 
 $                 4,743
 
 $                        0
    Non-working capital loans
5,201
 
0
 
5,433
 
0
               
  Commercial real estate and multi-family residential loans:
             
    Construction and land development loans
413
 
0
 
429
 
0
    Owner occupied loans
4,699
 
0
 
4,371
 
0
    Nonowner occupied loans
19,957
 
0
 
21,971
 
0
    Multifamily loans
0
 
0
 
0
 
0
               
  Agri-business and agricultural loans:
             
    Loans secured by farmland
606
 
0
 
628
 
0
    Loans for agricultural production
203
 
0
 
225
 
0
               
  Other commercial loans
0
 
0
 
0
 
0
               
  Consumer 1-4 family mortgage loans:
             
    Closed end first mortgage loans
1,171
 
65
 
1,193
 
52
    Open end and junior lien loans
330
 
40
 
452
 
0
    Residential construction loans
0
 
0
 
0
 
0
               
  Other consumer loans
6
 
0
 
7
 
0
               
Total
 $               34,514
 
 $                     105
 
 $               39,452
 
 $                      52


The recorded investment in loans does not include accrued interest.


 
16

 

The following table presents the aging of the recorded investment in past due loans as of June 30, 2012 by class of loans:

 
30-89
 
Greater than
           
 
Days
 
90 Days
 
Total
 
Loans Not
   
 
Past Due
 
Past Due
 
Past Due
 
Past Due
 
Total
                   
  Commercial and industrial loans:
                 
    Working capital lines of credit loans
 $                2,632
 
 $                  1,928
 
 $                4,560
 
 $           408,956
 
 $          413,516
    Non-working capital loans
19
 
5,201
 
5,220
 
370,482
 
375,702
                   
  Commercial real estate and multi-family residential loans:
                 
    Construction and land development loans
0
 
413
 
413
 
83,802
 
84,215
    Owner occupied loans
0
 
4,699
 
4,699
 
352,047
 
356,746
    Nonowner occupied loans
613
 
19,957
 
20,570
 
312,183
 
332,753
    Multifamily loans
0
 
0
 
0
 
35,500
 
35,500
                   
  Agri-business and agricultural loans:
                 
    Loans secured by farmland
0
 
606
 
606
 
111,845
 
112,451
    Loans for agricultural production
0
 
203
 
203
 
108,372
 
108,575
                   
  Other commercial loans
0
 
0
 
0
 
63,671
 
63,671
                   
  Consumer 1-4 family mortgage loans:
                 
    Closed end first mortgage loans
2,837
 
1,236
 
4,073
 
100,759
 
104,832
    Open end and junior lien loans
432
 
370
 
802
 
170,766
 
171,568
    Residential construction loans
56
 
0
 
56
 
9,134
 
9,190
                   
  Other consumer loans
146
 
6
 
152
 
45,529
 
45,681
                   
Total
 $                6,735
 
 $                34,619
 
 $              41,354
 
 $        2,173,046
 
 $       2,214,400


The recorded investment in loans does not include accrued interest.


 
17

 

The following table presents the aging of the recorded investment in past due loans as of December 31, 2011 by class of loans:

 
30-89
 
Greater than
           
 
Days
 
90 Days
 
Total
 
Loans Not
   
 
Past Due
 
Past Due
 
Past Due
 
Past Due
 
Total
         
(in thousands)
       
  Commercial and industrial loans:
                 
    Working capital lines of credit loans
 $                1,051
 
 $                  4,743
 
 $                5,794
 
 $           368,098
 
 $          373,892
    Non-working capital loans
21
 
5,433
 
5,454
 
372,018
 
377,472
                   
  Commercial real estate and multi-family residential loans:
                 
    Construction and land development loans
0
 
429
 
429
 
81,650
 
82,079
    Owner occupied loans
104
 
4,371
 
4,475
 
342,068
 
346,543
    Nonowner occupied loans
0
 
21,971
 
21,971
 
362,710
 
384,681
    Multifamily loans
0
 
0
 
0
 
38,374
 
38,374
                   
  Agri-business and agricultural loans:
                 
    Loans secured by farmland
0
 
628
 
628
 
117,619
 
118,247
    Loans for agricultural production
0
 
225
 
225
 
119,531
 
119,756
                   
  Other commercial loans
0
 
0
 
0
 
58,249
 
58,249
                   
  Consumer 1-4 family mortgage loans:
                 
    Closed end first mortgage loans
2,569
 
1,245
 
3,814
 
102,970
 
106,784
    Open end and junior lien loans
254
 
452
 
706
 
175,517
 
176,223
    Residential construction loans
34
 
0
 
34
 
5,415
 
5,449
                   
  Other consumer loans
192
 
7
 
199
 
45,761
 
45,960
                   
Total
 $                4,225
 
 $                39,504
 
 $              43,729
 
 $        2,189,980
 
 $       2,233,709


The recorded investment in loans does not include accrued interest.


 
18

 


Troubled Debt Restructurings:

Troubled debt restructured loans are included in the totals for impaired loans. The Company has allocated $15.1 million and $15.7 million of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of June 30, 2012 and December 31, 2011. The Company is not committed to lend additional funds to debtors whose loans have been modified in a troubled debt restructuring.

 
June 30,
 
December 31,
 
2012
 
2011
       
Accruing troubled debt restructured loans
 $             22,767
 
 $              22,177
Nonaccrual troubled debt restructured loans
                32,129
 
                 34,273
Total troubled debt restructured loans
 $             54,896
 
 $              56,450

During the three and six months ending June 30, 2012 certain loans were modified as troubled debt restructurings. The modified terms of these loans include one or a combination of the following: inadequate compensation for the terms of the restructure or renewal; a reduction in the interest rate on a loan to one that would not be readily available in the marketplace for borrowers with a similar risk profile; a modification of the repayment terms which delays principal repayment for some period; or renewal terms offered to borrowers in financial distress where no additional credit enhancements were obtained at the time of renewal.

There were renewal terms on several loans offered to borrowers under financial distress which did not require additional compensation or consideration and would not have been readily available in the marketplace for loans bearing similar risk profiles.  In this instance, it was determined that a concession had been granted.  It is difficult to quantify the concession granted due to an absence in market terms to be used for comparison.  The renewals during the first three months were to one borrower engaged in construction and land development, where the aggregate recorded investment totaled $1.6 million.  The renewal during the three months ended June 30, 2012, was a non-working capital term loan with a recorded investment of $1.1 million.  These loans are included in the table of all modifications below.

Renegotiated interest rates include loans with a reduction in rate for a short-term (part of the remaining life of the loan) or long-term (life of loan).  There were modifications to borrowers at rates that were readily available in the market, but to borrowers who would not have qualified for the terms offered in the modification without a concession being granted. Also included are borrowers who received interest rate concessions that were below market rates.

 
19

 
Delays in principal repayment include loans which were intended to be amortizing during the period, but due to financial hardship the borrowers under these loans were unable to meet the original or intended repayment terms. These include loans with principal deferrals for a prolonged period or those with modified payments which are an exception to bank policy.

The following table presents loans by class modified as troubled debt restructurings that occurred during the six month and three month periods ending June 30, 2012:

   
Modifications
   
Six Months Ended June 30, 2012
             
   
All Modifications Classified as Troubled Debt Restructurings
             
       
Pre-Modification
 
Post-Modification
       
Outstanding
 
Outstanding
   
Number of
 
Recorded
 
Recorded
   
Loans
 
Investment
 
Investment
             
Troubled Debt Restructurings
         
             
 
Commercial and industrial loans:
         
 
  Non-working capital loans
1
 
  $                    942
 
  $                    1,060
             
 
Commercial real estate and multi-family residential loans:
         
 
  Construction and land development loans
5
 
1,638
 
1,638
 
  Owner occupied loans
1
 
849
 
849
 
  Nonowner occupied loans
1
 
385
 
385
             
 
Consumer 1-4 family loans:
         
 
  Closed end first mortgage loans
1
 
39
 
39
             
 
Total
9
 
 $                 3,853
 
 $                    3,971




 
20

 



   
Interest Rate Reductions
 
Principal and Interest Forgiveness
 
Modified Repayment Terms
                                         
                                         
       
Interest at
 
Interest at
             
Interest at
 
Interest at
     
Extension
   
Number of
 
Pre-Modification
 
Post-Modification
 
Number of
 
Principal at
 
Principal at
 
Pre-Modification
 
Post-Modification
 
Number of
 
Period or
   
Loans
 
Rate
 
Rate
 
Loans
 
Pre-Modification
 
Post-Modification
 
Rate
 
Rate
 
Loans
 
Range
                                       
(in months)
Troubled Debt Restructurings
                                     
                                         
 
Commercial and industrial loans:
                                     
 
  Non-working capital loans
0
 
 $                         0
 
  $                          0
 
0
 
 $                           0
 
   $                         0
 
 $                         0
 
 $                            0
 
0
 
0
                                         
 
Commercial real estate and
                                     
 
multi-family residential loans:
                                     
 
  Construction and land development loans
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
  Owner occupied loans
1
 
440
 
117
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
  Nonowner occupied loans
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
1
 
14
                                         
 
Consumer 1-4 family loans:
                                     
 
  Closed end first mortgage loans
1
 
76
 
15
 
0
 
0
 
0
 
0
 
0
 
0
 
0
                                         
 
Total
2
 
 $                     516
 
 $                        132
 
0
 
 $                          0
 
 $                            0
 
 $                          0
 
 $                            0
 
1
 
14









 
21

 













   
Modifications
   
Three Months Ended June 30, 2012
             
   
All Modifications Classified as Troubled Debt Restructurings
             
       
Pre-Modification
 
Post-Modification
       
Outstanding
 
Outstanding
   
Number of
 
Recorded
 
Recorded
   
Loans
 
Investment
 
Investment
             
Troubled Debt Restructurings
         
             
 
Commercial and industrial loans:
         
 
  Non-working capital loans
1
 
 $                   942
 
  $                     1,060
             
 
Commercial real estate and multi-family residential loans:
         
 
  Owner occupied loans
1
 
849
 
849
 
  Nonowner occupied loans
1
 
385
 
385
 
Consumer 1-4 family loans:
         
 
  Closed end first mortgage loans
1
 
39
 
39
             
 
Total
4
 
 $                 2,215
 
 $                    2,333











 
22

 







   
Interest Rate Reductions
 
Principal and Interest Forgiveness
 
Modified Repayment Terms
                                         
                                         
       
Interest at
 
Interest at
             
Interest at
 
Interest at
     
Extension
   
Number of
 
Pre-Modification
 
Post-Modification
 
Number of
 
Principal at
 
Principal at
 
Pre-Modification
 
Post-Modification
 
Number of
 
Period or
   
Loans
 
Rate
 
Rate
 
Loans
 
Pre-Modification
 
Post-Modification
 
Rate
 
Rate
 
Loans
 
Range
                                       
(in months)
Troubled Debt Restructurings
                                     
                                         
 
Commercial and industrial loans:
                                     
 
  Non-working capital loans
0
 
 $                         0
 
  $                          0
 
0
 
 $                         0
 
 $                            0
 
 $                          0
 
 $                            0
 
0
 
0
                                         
 
Commercial real estate and
                                     
 
multi-family residential loans:
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
  Owner occupied loans
1
 
440
 
117
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
  Nonowner occupied loans
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
1
 
14
 
Consumer 1-4 family loans:
                                     
 
  Closed end first mortgage loans
1
 
76
 
15
 
0
 
0
 
0
 
0
 
0
 
0
 
0
                                         
 
Total
2
 
 $                     516
 
 $                        132
 
0
 
 $                          0
 
 $                            0
 
 $                          0
 
 $                            0
 
1
 
14


For the three month period ending June 30, 2012 the commercial and industrial loan troubled debt restructurings described above increased the allowance for loan losses by $690,000, the commercial real estate and multi-family residential loan troubled debt restructurings described above increased the allowance for loan losses by $290,000 and the consumer 1-4 family loan troubled debt restructurings described above increased the allowance for loan losses by $6,000.  For the six month period ending June 30, 2012 the commercial and industrial loan troubled debt restructurings described above increased the allowance for loan losses by $690,000, the commercial real estate and multi-family residential loan troubled debt restructurings described above increased the allowance for loan losses by $790,000 and the consumer 1-4 family loan troubled debt restructurings described above increased the allowance for loan losses by $6,000.

No charge offs resulted from any troubled debt restructurings described above during the three and six month periods ending June 30, 2012.

 
23

 


The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within twelve months following the modification which occurred during the three month and six month periods ending June 30, 2012:

   
Number of
 
Recorded
   
Loans
 
Investment
         
         
         
Troubled Debt Restructurings that Subsequently Defaulted
     
         
 
Consumer 1-4 family loans:
     
 
  Closed end first mortgage loans
1
 
 $                  65
         
 
Total
1
 
 $                  65


A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

The troubled debt restructurings that subsequently defaulted described above increased the allowance for loan losses by $1,000 and did not result in any charge offs during the three and six month periods ending June 30, 2012.

During the year ending December 31, 2011, the terms of certain loans were modified as troubled debt restructurings. The modified terms of these loans included one or a combination of the following: a reduction of the stated interest rate of the loan below market rates; principal and interest forgiveness; a modification of repayment terms that delays principal repayment for some period; or inadequate compensation for the terms of the restructure. Clarifications in the accounting guidance for troubled debt restructurings that became effective in the third quarter of 2011 resulted in $15.6 million being added to total troubled debt restructured loans in 2011. Of the $15.6 million added, $15.3 million was included in nonperforming and impaired loans at December 31, 2010.

Loans with renegotiated interest rates include reductions in rate for a short-term (part of the remaining life of the loan) or long-term (life of loan). Included are modifications to borrowers at a rate that is readily available in the market, but for borrowers who would not have otherwise qualified for the terms offered in the modification without a concession being granted. Also included are borrowers who received interest rate concessions that are below market rates.

 
24

 
Delays in principal repayment include loans that were intended to be amortizing during the period, but, due to financial hardship, these borrowers were unable to meet the original or intended repayment terms. These include loans with principal deferrals for a prolonged period or those with modified payments, which are an exception to bank policy.

Inadequate compensation for the terms of the restructure were identified in some loans where terms offered would not have been readily available in the marketplace for loans bearing similar risk profiles, including loans that were renewed under terms similar to original terms. In some instances it was determined that a concession had been granted; however, it is difficult to quantify these concessions due to an absence in market terms to be used for comparison. These loans included two non-working capital loans with a recorded investment of $636,000, one non-owner occupied loan with a recorded investment of $642,000 and one loan secured by farmland with a recorded investment of $413,000. These loans are included in the table of all modifications below.

The following tables present loans by class modified as troubled debt restructurings that occurred during the period ending December 31, 2011:

   
All Modifications Classified as Troubled Debt Restructurings
             
       
Pre-Modification
 
Post-Modification
       
Outstanding
 
Outstanding
   
Number of
 
Recorded
 
Recorded
   
Loans
 
Investment
 
Investment
Troubled Debt Restructurings
         
             
 
Commercial and industrial loans:
         
 
  Working capital lines of credit loans
3
 
 $                    639
 
 $                       639
 
  Non-working capital loans
6
 
6,187
 
6,261
             
 
Commercial real estate and multi-family residential loans:
         
 
  Construction and land development loans
         
 
  Owner occupied loans
8
 
6,648
 
6,651
 
  Nonowner occupied loans
8
 
23,767
 
23,767
             
 
Agri-business and agricultural loans:
         
 
  Loans secured by farmland
2
 
683
 
683
             
 
Consumer 1-4 family loans:
         
 
  Closed end first mortgage loans
6
 
942
 
849
             
 
Total
33
 
 $               38,866
 
 $                  38,850


 
25

 
   
Interest Rate Reductions
 
Principal and Interest Forgiveness
 
Modified Repayment Terms
                                         
       
Interest at
 
Interest at
     
Principal at
 
Principal at
 
Interest at
 
Interest at
     
Extension
   
Number of
 
Pre-Modification
 
Post-Modification
 
Number of
 
Pre-Modification
 
Post-Modification
 
Pre-Modification
 
Post-Modification
 
Number of
 
Period or
   
Loans
 
Rate
 
Rate
 
Loans
 
Rate
 
Rate
 
Rate
 
Rate
 
Loans
 
Range
                   
(in thousands)
     
(in months)
Troubled Debt Restructurings
                                     
                                         
 
Commercial and industrial loans:
                                     
 
  Working capital lines of credit loans
0
 
 $                        0
 
 $                           0
 
0
 
 $                          0
 
 $                            0
 
 $                         0
 
 $                            0
 
3
 
11-60
 
  Non-working capital loans
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
4
 
12-36
                                         
 
Commercial real estate and
                                     
 
 multi-family residential loans:
                                     
 
  Owner occupied loans
0
 
0
 
0
 
1
 
2,125
 
2,125
 
641
 
429
 
7
 
20-70
 
  Nonowner occupied loans
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
7
 
6-36
                                         
 
Agri-business and agricultural loans:
                                     
 
  Loans secured by farmland
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
1
 
22
                                         
 
Consumer 1-4 family loans:
                                     
 
  Closed end first mortgage loans
5
 
402
 
324
 
1
 
550
 
450
 
66
 
57
 
0
 
0
                                         
 
Total
5
 
 $                    402
 
 $                       324
 
2
 
 $                   2,675
 
 $                     2,575
 
 $                     707
 
 $                        486
 
22
 
6-70

All of the commercial and industrial loan troubled debt restructurings described above also had inadequate compensation of additional collateral as part of the restructuring.

For the period ending December 31, 2011, the commercial and industrial loan troubled debt restructurings described above decreased the allowance for loan losses by $112,000, the commercial real estate and multi-family residential loan troubled debt restructurings described above increased the allowance for loan losses by $3.2 million, the agri-business and agricultural loan troubled debt restructurings described above decreased the allowance for loan losses by $11,000 and the consumer 1-4 family loan troubled debt restructurings described above increased the allowance for loan losses by $76,000. The five commercial and industrial loans and one agri-business and agricultural loan that decreased the provision during 2011 had modifications during the first five months of the year and had improved their positions during the remainder of the year warranting the decrease in allocation.

 
26

 
The commercial real estate and multi-family residential loan troubled debt restructurings described above also resulted in charge offs of $667,000 during the period ending December 31, 2011. No charge offs resulted from any other troubled debt restructurings described above during the period ending December 31, 2011.





 
27

 


Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes commercial loans individually by classifying the loans as to credit risk. This analysis is performed on a quarterly basis for Special Mention, Substandard and Doubtful grade loans and annually on Pass grade loans over $250,000.

The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.







 
28

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be Pass rated loans with the exception of consumer troubled debt restructurings which are evaluated and listed with Substandard commercial grade loans.  Loans listed as Not Rated are consumer loans included in groups of homogenous loans which are analyzed for credit quality indicators utilizing delinquency status.  As of June 30, 2012 and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

     
Special
         
Not
 
Pass
 
Mention
 
Substandard
 
Doubtful
 
Rated
         
(in thousands)
       
  Commercial and industrial loans:
                 
    Working capital lines of credit loans
 $            395,594
 
 $              6,110
 
 $              11,812
 
 $                        0
 
 $                       0
    Non-working capital loans
331,602
 
7,981
 
34,788
 
0
 
1,331
                   
  Commercial real estate and multi-family residential loans:
                 
    Construction and land development loans
66,427
 
4,960
 
12,828
 
0
 
0
    Owner occupied loans
325,661
 
7,594
 
23,441
 
0
 
50
    Nonowner occupied loans
296,157
 
10,138
 
26,458
 
0
 
0
    Multifamily loans
34,287
 
1,213
 
0
 
0
 
0
                   
  Agri-business and agricultural loans:
                 
    Loans secured by farmland
111,132
 
70
 
1,230
 
0
 
19
    Loans for agricultural production
108,372
 
0
 
203
 
0
 
0
                   
  Other commercial loans
63,563
 
0
 
108
 
0
 
0
                   
  Consumer 1-4 family mortgage loans:
                 
    Closed end first mortgage loans
19,014
 
50
 
813
 
0
 
84,955
    Open end and junior lien loans
13,527
 
351
 
0
 
0
 
157,690
    Residential construction loans
0
 
0
 
0
 
0
 
9,190
                   
  Other consumer loans
8,348
 
396
 
497
 
0
 
36,440
                   
Total
 $         1,773,684
 
 $            38,863
 
 $            112,178
 
 $                        0
 
 $            289,675


The recorded investment in loans does not include accrued interest.


 
29

 
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be Pass rated loans with the exception of consumer troubled debt restructurings which are evaluated and listed with Substandard commercial grade loans.  Loans listed as Not Rated are consumer loans included in groups of homogenous loans which are analyzed for credit quality indicators utilizing delinquency status.  As of December 31, 2011 and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

     
Special
         
Not
 
Pass
 
Mention
 
Substandard
 
Doubtful
 
Rated
         
(in thousands)
       
  Commercial and industrial loans:
                 
    Working capital lines of credit loans
 $            352,055
 
 $              5,625
 
 $              16,212
 
 $                        0
 
 $                       0
    Non-working capital loans
331,881
 
7,437
 
36,751
 
0
 
1,403
                   
  Commercial real estate and multi-family residential loans:
                 
    Construction and land development loans
64,808
 
3,296
 
13,976
 
0
 
0
    Owner occupied loans
318,191
 
5,913
 
22,400
 
0
 
38
    Nonowner occupied loans
337,090
 
8,875
 
38,716
 
0
 
0
    Multifamily loans
37,127
 
1,247
 
0
 
0
 
0
                   
  Agri-business and agricultural loans:
                 
    Loans secured by farmland
116,742
 
70
 
1,415
 
0
 
20
    Loans for agricultural production
119,531
 
0
 
225
 
0
 
0
                   
  Other commercial loans
58,061
 
66
 
120
 
0
 
2
                   
  Consumer 1-4 family mortgage loans:
                 
    Closed end first mortgage loans
17,307
 
53
 
974
 
0
 
88,450
    Open end and junior lien loans
11,569
 
319
 
0
 
0
 
164,335
    Residential construction loans
0
 
0
 
0
 
0
 
5,449
                   
  Other consumer loans
7,416
 
375
 
497
 
0
 
37,672
                   
Total
 $         1,771,778
 
 $            33,276
 
 $            131,286
 
 $                        0
 
 $            297,369

The recorded investment in loans does not include accrued interest.



 
30

 


NOTE 5. SECURITIES

Information related to the fair value and amortized cost of securities available for sale and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) is provided in the tables below.

     
Gross
 
Gross
   
 
Fair
 
Unrealized
 
Unrealized
 
Amortized
 
Value
 
Gain
 
Losses
 
Cost
June 30, 2012
             
  U.S. Treasury securities
 $           1,046
 
 $                43
 
 $                  0
 
 $           1,003
  U.S. government sponsored agencies
5,298
 
269
 
0
 
5,029
  Agency residential mortgage-backed securities
362,009
 
9,383
 
(1,138)
 
353,764
  Non-agency residential mortgage-backed securities
28,207
 
373
 
(808)
 
28,642
  State and municipal securities
81,880
 
5,536
 
(22)
 
76,366
    Total
 $       478,440
 
 $         15,604
 
 $         (1,968)
 
 $       464,804
               
December 31, 2011
             
  U.S. Treasury securities
 $           1,055
 
 $                52
 
 $                  0
 
 $           1,003
  U.S. government sponsored agencies
5,277
 
244
 
0
 
5,033
  Agency residential mortgage-backed securities
350,102
 
8,989
 
(923)
 
342,036
  Non-agency residential mortgage-backed securities
32,207
 
191
 
(2,225)
 
34,241
  State and municipal securities
78,750
 
5,292
 
(9)
 
73,467
    Total
 $       467,391
 
 $         14,768
 
 $         (3,157)
 
 $       455,780

Total other-than-temporary impairment recognized in accumulated other comprehensive income was $783,000 at June 30, 2012 and $213,000 at December 31, 2011.

Information regarding the fair value and amortized cost of available for sale debt securities by maturity as of June 30, 2012 is presented below. Maturity information is based on contractual maturity for all securities other than mortgage-backed securities. Actual maturities of securities may differ from contractual maturities because borrowers may have the right to prepay the obligation without prepayment penalty.

 
Amortized
 
Fair
 
Cost
 
Value
Due in one year or less
 $              1,793
 
 $           1,797
Due after one year through five years
23,236
 
24,847
Due after five years through ten years
34,263
 
36,820
Due after ten years
23,106
 
24,760
 
82,398
 
88,224
Mortgage-backed securities
382,406
 
390,216
  Total debt securities
 $          464,804
 
 $       478,440

 
31

 
Security proceeds, gross gains and gross losses are presented below.

   
Six months ended June 30,
   
2012
 
2011
Sales of securities available for sale
       
  Proceeds
 
 $                  0
 
 $         73,318
  Gross gains
 
0
 
4,005
  Gross losses
 
0
 
(4,171)
         
   
Three months ended June 30,
   
2012
 
2011
Sales of securities available for sale
       
  Proceeds
 
 $                  0
 
 $           4,471
  Gross gains
 
0
 
76
  Gross losses
 
0
 
(44)

There were no securities sales during the first six months of 2012.  All of the gains in 2012 were from calls.  The Company sold 36 securities with a total book value of $73.5 million and a total fair value of $73.3 million during the first six months of 2011.  The sales were related to a strategic realignment of the securities portfolio, and included six of the seven non-agency residential mortgage backed securities on which the Company had previously recognized other-than-temporary impairment.

Purchase premiums or discounts are recognized in interest income using the interest method over the terms of the securities or over estimated lives for mortgage-backed securities. Gains and losses on sales are based on the amortized cost of the security sold and recorded on the trade date.

Securities with carrying values of $216.5 million and $259.3 million were pledged as of June 30, 2012 and 2011, as collateral for deposits of public funds, securities sold under agreements to repurchase, borrowings from the Federal Home Loan Bank and for other purposes as permitted or required by law.

Information regarding securities with unrealized losses as of June 30, 2012 and December 31, 2011 is presented below. The tables distribute the securities between those with unrealized losses for less than twelve months and those with unrealized losses for twelve months or more.

 
Less than 12 months
 
12 months or more
 
Total
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Value
 
Losses
 
Value
 
Losses
 
Value
 
Losses
June 30, 2012
                     
                       
Agency residential mortgage-backed
                     
  securities
 $          99,303
 
 $            (903)
 
 $      11,689
 
 $          (235)
 
 $       110,992
 
 $         (1,138)
Non-agency residential mortgage-backed
                     
  securities
3,981
 
(96)
 
11,172
 
(712)
 
15,153
 
(808)
State and municipal securities
1,956
 
(22)
         
1,956
 
(22)
  Total temporarily impaired
 $        105,240
 
 $         (1,021)
 
 $      22,861
 
 $          (947)
 
 $       128,101
 
 $         (1,968)

 
32

 
 
Less than 12 months
 
12 months or more
 
Total
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Value
 
Losses
 
Value
 
Losses
 
Value
 
Losses
December 31, 2011
                     
                       
Agency residential mortgage-backed
                     
  securities
 $          74,463
 
 $            (860)
 
 $        4,813
 
 $            (63)
 
 $         79,276
 
 $            (923)
Non-agency residential mortgage-backed
                     
  securities
3,379
 
(4)
 
23,885
 
(2,221)
 
27,264
 
(2,225)
State and municipal securities
341
 
(2)
 
1,003
 
(7)
 
1,344
 
(9)
  Total temporarily impaired
 $          78,183
 
 $            (866)
 
 $      29,701
 
 $       (2,291)
 
 $       107,884
 
 $         (3,157)

The number of securities with unrealized losses as of June 30, 2012 and December 31, 2011 is presented below.

 
Less than
 
12 months
   
 
12 months
 
or more
 
Total
June 30, 2012
         
           
Agency residential mortgage-backed securities
27
 
4
 
31
Non-agency residential mortgage-backed securities
1
 
5
 
6
State and municipal securities
11
 
0
 
11
  Total temporarily impaired
39
 
9
 
48
           
 
Less than
 
12 months
   
 
12 months
 
or more
 
Total
December 31, 2011
         
           
Agency residential mortgage-backed securities
21
 
1
 
22
Non-agency residential mortgage-backed securities
2
 
9
 
11
State and municipal securities
3
 
2
 
5
  Total temporarily impaired
26
 
12
 
38

All of the following are considered to determine whether or not the impairment of these securities is other-than-temporary. Ninety-four percent of the securities are backed by the U.S. government, government agencies, government sponsored agencies or are A rated or better, except for certain non-local municipal securities which are not rated. Mortgage-backed securities which are not issued by the U.S. government or government sponsored agencies (non-agency residential mortgage-backed securities) met specific criteria set by the Asset Liability Management Committee at their time of purchase, including having the highest rating available by either Moody’s or S&P. None of the securities have call provisions (with the exception of the municipal securities) and all payments on the securities have been received on their original terms. For the government, government-sponsored agency and municipal securities, management was not concerned about the risk of credit losses, and there was nothing to indicate that full payment of the principal will not be received. Management considered the unrealized losses on these securities to be primarily interest rate driven and does not expect material losses given current market conditions unless the securities are sold.  However, at this time management does not have the intent to sell and it is more likely than not that it will not be required to sell these securities before the recovery of their amortized cost basis.

 
33

 
As of June 30, 2012, the Company had $28.2 million of non-agency residential mortgage-backed securities which were not issued by the federal government or government sponsored agencies, but were rated AAA by S&P and/or Aaa by Moody’s at the time of purchase.  At December 31, 2011, the Company had $32.2 million of these non-agency residential mortgage-backed securities.  Three of the 14 remaining non-agency residential mortgage backed securities were still rated AAA/Aaa as of June 30, 2012 by at least one of the rating agencies S&P, Moody’s and Fitch, but the other eleven had been downgraded, including nine which had been downgraded to below investment grade by at least one of those rating agencies.

For these non-agency residential mortgage-backed securities, additional analysis is performed to determine if the impairment is temporary or other-than-temporary in which case impairment would need to be recorded for these securities. The Company performs an independent analysis of the cash flows of the individual securities based upon assumptions as to collateral defaults, prepayment speeds, expected losses and the severity of potential losses.  Based upon the initial review, securities may be identified for further analysis by computing the net present value using an appropriate discount rate (the current accounting yield) and comparing it to the book value of the security to determine if there is any other-than-temporary impairment that must be recorded. Based on this analysis of the non-agency residential mortgage-backed securities, the Company recorded an other-than-temporary impairment of $449,000 and $959,000, respectively, relating to four securities in the three-months and six-months ended June 30, 2012, which is equal to the credit loss, establishing a new, lower amortized cost basis.  Because management did not have the intent to sell these securities and did not believe that it was more likely than not they would be required to sell these securities before the recovery of their new, lower amortized cost basis, management did not consider the remaining unrealized losses of the investment securities to be other-than-temporarily impaired at June 30, 2012.

The following table provides information about debt securities for which only a credit loss was recognized in income and other losses are recorded in other comprehensive income.  The table represents the three months and six months ended June 30, 2012 and 2011.

 
Three Months Ended June 30,
 
2012
 
2011
Balance April 1,
 $                  869
 
 $                   194
Additions related to other-than-temporary impairment losses
     
  not previously recognized
198
 
0
Additional increases to the amount of credit loss for which
     
 other-than-temporary impairment was previously recognized
251
 
0
Reductions for previous credit losses realized on
     
  securities sold during the year
0
 
0
Balance June 30,
 $               1,318
 
 $                   194
       
       




 
34

 




       
       
 
Six Months Ended June 30,
 
2012
 
2011
Balance January 1,
 $                  359
 
 $                1,812
Additions related to other-than-temporary impairment losses
     
  not previously recognized
747
 
0
Additional increases to the amount of credit loss for which
     
 other-than-temporary impairment was previously recognized
212
 
121
Reductions for previous credit losses realized on
     
  securities sold during the year
0
 
(1,739)
Balance June 30,
 $               1,318
 
 $                   194



 
35

 

Information on securities with at least one rating below investment grade as of June 30, 2012 is presented below.

   
Other Than
                         
   
Temporary
               
June 30, 2012
1-Month
3-Month
6-Month
 
   
Impairment
 
June 30, 2012
Lowest
Constant
Constant
Constant
 
   
Since
 
Par
 
Amortized
 
Fair
 
Unrealized
Credit
Default
Default
Default
Credit
Description
CUSIP
Purchase
 
Value
 
Cost
 
Value
 
Gain/(Loss)
Rating
Rate
Rate
Rate
Support
                               
CWHL 2006-18 2A7
12543WAJ7
 $           202
 
 $             2,437
 
 $             2,188
 
 $                2,144
 
 $                  (44)
C
4.56
6.87
7.19
0.97
CWALT 2005-46CB A1
12667G6U2
254
 
3,237
 
2,833
 
                  2,712
 
(121)
C
5.95
5.35
5.45
1.38
CWALT 2005-J8 1A3
12667GJ20
348
 
4,620
 
4,083
 
                  3,987
 
(96)
CC
12.53
6.77
7.30
4.68
CHASE 2006-S3 1A5
16162XAE7
197
 
823
 
624
 
                     664
 
40
D
5.74
8.45
8.33
0.00
CMSI 2007-61A5
173103AE2
0
 
2,100
 
2,098
 
                  2,106
 
8
B
4.05
1.30
3.54
6.60
GSR 2006-10F 1A1
36266WAC6
0
 
3,194
 
2,971
 
                  2,821
 
(150)
C
0.00
0.00
0.00
0.67
MALT 2004-6 7 A1
576434SK1
0
 
2,791
 
2,773
 
                  2,804
 
31
B
0.00
0.00
0.00
11.84
MANA 2007-F1 1A1
59023YAA2
0
 
1,806
 
1,771
 
                  1,468
 
(303)
D
0.00
0.00
0.00
0.00
RFMSI 2006-S5 A14
74957EAP2
317
 
2,507
 
2,149
 
                  2,055
 
(94)
D
6.75
5.06
4.29
0.00
                               
   
 $        1,318
 
 $           23,515
 
 $           21,490
 
 $             20,761
 
 $                (729)
         


All of these securities are super senior or senior tranche non-agency residential mortgage-backed securities.  The credit support is the credit support percentage for a tranche from other subordinated tranches, which is the amount of principal in the subordinated tranches expressed as a percentage of the remaining principal in the super senior or senior tranche.  The super senior or senior tranches receive the prepayments and the subordinate tranches absorb the losses.  The super senior or senior tranches do not absorb losses until the subordinate tranches are gone.


 
36

 


The Company does not have a history of actively trading securities, but keeps the securities available for sale should liquidity or other needs develop that would warrant the sale of securities. While these securities are held in the available for sale portfolio, it is management’s current intent and ability to hold them until a recovery in fair value or maturity.

NOTE 6. EMPLOYEE BENEFIT PLANS

Components of net periodic benefit cost:

 
Six Months Ended June 30,
 
Pension Benefits
 
SERP Benefits
 
2012
 
2011
 
2012
 
2011
Interest cost
 $          64
 
 $          71
 
 $          26
 
 $          33
Expected return on plan assets
(69)
 
(78)
 
(38)
 
(40)
Recognized net actuarial  loss
68
 
41
 
42
 
31
  Net pension expense
 $          63
 
 $          34
 
 $          30
 
 $          24

 
Three Months Ended June 30,
 
Pension Benefits
 
SERP Benefits
 
2012
 
2011
 
2012
 
2011
Interest cost
 $          29
 
 $          35
 
 $          10
 
 $          16
Expected return on plan assets
(29)
 
(39)
 
(18)
 
(20)
Recognized net actuarial loss
41
 
21
 
25
 
16
  Net pension expense
 $          41
 
 $          17
 
 $          17
 
 $          12

The Company previously disclosed in its financial statements for the year ended December 31, 2011 that it expected to contribute $170,000 to its pension plan and $114,000 to its SERP plan in 2012.  The Company has contributed $62,000 to its pension plan and $114,000 to its SERP plan as of June 30, 2012.  The Company expects to contribute an additional $108,000 to its pension plan during the remainder of 2012.  The Company does not expect to make any additional contributions to its SERP plan during the remainder of 2012.

NOTE 7.  NEW ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB issued an amendment to achieve common fair value measurement and disclosure requirements between U.S. and international accounting principles. The amendment results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards (“IFRS”). The changes to U.S. GAAP as a result of the amendment are as follows:  (1) The concepts of highest and best use and valuation premise are only relevant when measuring the fair value of nonfinancial assets (that is, it does not apply to financial assets or any liabilities); (2) U.S. GAAP currently prohibits application of a blockage factor in valuing financial instruments with quoted prices in active markets. The amendment extends that prohibition to all fair value measurements; (3) An exception is provided to the basic fair value measurement principles for an entity that holds a group of financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risk that are managed on the basis of the entity’s net exposure to either of those risks. This exception allows the entity, if certain criteria are met, to measure the fair value of the net asset or liability position in a manner consistent with how market participants would price the net risk position; (4) The exception aligns the fair value measurement of instruments classified within an entity’s stockholders’ equity with the guidance for liabilities; and (5) Disclosure requirements have been enhanced for recurring Level 3 fair value measurements to disclose quantitative information about unobservable inputs and assumptions used, to describe the valuation processes used by the entity, and to describe the sensitivity of fair value measurements to changes in unobservable inputs and interrelationships between those inputs. In addition, entities must report the level in the fair value hierarchy of items that are not measured at fair value in the statement of condition but whose fair value must be disclosed. The provisions of the amendment are effective for the Company’s interim and annual periods beginning on or after December 15, 2011. The adoption of this standard did not have a material impact on the Company’s statements of income and condition and the disclosure requirements are already included.

 
37

 
In June 2011, the FASB amended existing guidance and eliminated the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendment requires that comprehensive income be presented in either a single continuous statement or in two separate consecutive statements. In December 2011, the FASB deferred the effective date for amendments to the presentation of reclassifications of items out of accumulated other comprehensive income. The adoption of the remaining amendments changed the presentation of the components of comprehensive income for the Company as part of Note 9 into two consecutive statements. In December 2011, the FASB deferred the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in this standard until the Board is able to reconsider those paragraphs. These amendments are effective for interim and annual periods beginning on or after December 15, 2011.  The adoption of this standard did not have a material impact on the Company’s statements of income and condition.

In September 2011, the FASB amended existing guidance relating to goodwill impairment testing. The amendment permits an assessment of qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing these events or circumstances, it is concluded that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendments in this guidance are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this standard did not have a material impact on the Company’s statements of income and condition.

NOTE 8.  FAIR VALUE DISCLOSURES

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
     
Level 1
  
Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
   
Level 2
  
Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
   
Level 3
 
Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 
38

 
The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Securities:  Securities available for sale are valued primarily by a third party pricing service. The fair values of securities available for sale are determined on a recurring basis by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or pricing models utilizing significant observable inputs such as matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). These models utilize the market approach with standard inputs that include, but are not limited to benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data.  For certain municipal securities that are not rated and observable inputs about the specific issuer are not available, fair values are estimated using observable data from other municipal securities presumed to be similar or other market data on other non-rated municipal securities (Level 3 inputs).  There were no transfers from or into Level 1, Level 2 or Level 3 during the first six months of 2012.

Mortgage banking derivatives:  The fair value of derivatives are based on observable market data as of the measurement date (Level 2).

Impaired loans:  Impaired loans with specific allocations of the allowance for loan losses are general based on the fair value of the underlying collateral if repayment is expected solely from the collateral.  Fair value is determined using several methods.  Generally, the fair value of real estate is based on appraisals by qualified third party appraisers.  These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.  Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and result in a Level 3 classification of the inputs for determining fair value. In addition, the Company’s management routinely applies internal discount factors to the value of appraisals used in the fair value evaluation of impaired loans.  The deductions to the appraisals take into account changing business factors and market conditions, as well as value impairment in cases where the appraisal date predates a likely change in market conditions.  Commercial real estate is generally discounted from its appraised value by 0-50% with the higher discounts applied to real estate that is determined to have a thin trading market or to be specialized collateral.  In addition to real estate, the Company’s management evaluates other types of collateral as follows: Raw and finished inventory is discounted from its cost or book value by 35-65%, depending on the marketability of the goods.  Finished goods are generally discounted by 30-60%, depending on the ease of marketability, cost of transportation or scope of use of the finished good.  Work in process inventory is typically discounted by 50-100%, depending on the length of manufacturing time, types of components used in the completion process, and the breadth of the user base.  Equipment is valued at a percentage of depreciated book value or recent appraised value, if available, and is typically discounted at 30-70% after various considerations including age and condition of the equipment, marketability, breadth of use, and whether the equipment includes unique components or add-ons.  Marketable securities are discounted by 10-30%, depending on the type of investment, age of valuation report and general market conditions.  This methodology is based on a market approach and typically results in a Level 3 classification of the inputs for determining fair value.

 
39

 
Mortgage servicing rights:  As of June 30, 2012 the fair value of the Company’s Level 3 servicing assets for residential mortgage loans was $2.2 million, some of which are not currently impaired and therefore carried at amortized cost.  These residential mortgage loans have a weighted average interest rate of 4.69%, a weighted average maturity of 19 years and are secured by homes generally within the Company’s market area, which is primarily Northern Indiana.  A valuation model is used to estimate fair value, which is based on an income approach.  The inputs used include estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, late fees, and float income.  The most significant assumption used to value mortgage servicing rights is prepayment rate.  Prepayment rates are estimated based on published industry consensus prepayment rates.  The most significant unobservable assumption is the discount rate.  At June 30, 2012 the constant prepayment speed (PSA) used was 384 and the discount rate used was 9.3%.  At December 31, 2011 the constant prepayment speed (PSA) used was 387 and the discount rate used was 9.2%.

Other real estate owned:  Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property and are reviewed by the Company’s internal appraisal officer.  Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales.  Such adjustments are usually significant and result in a Level 3 classification.   In addition, the Company’s management may apply discount factors to the appraisals to take into account changing business factors and market conditions, as well as value impairment in cases where the appraisal date predates a likely change in market conditions.  In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

Real estate mortgage loans held for sale:  Real estate mortgage loans held for sale are carried at the lower of cost or fair value, as determined by outstanding commitments, from third party investors, and results in a Level 2 classification.

The table below presents the balances of assets measured at fair value on a recurring basis:

 
June 30, 2012
 
Fair Value Measurements Using
 
Assets
Assets
Level 1
 
Level 2
 
Level 3
 
at Fair Value
           
U.S. Treasury securities
 $             1,046
 
 $                      0
 
 $                     0
 
 $              1,046
U.S. Government sponsored agencies
0
 
5,298
 
0
 
5,298
Residential mortgage-backed securities
0
 
362,009
 
0
 
362,009
Non-agency residential mortgage-backed securities
0
 
28,207
 
0
 
28,207
State and municipal securities
0
 
81,239
 
641
 
81,880
Total Securities
1,046
 
476,753
 
641
 
478,440
               
Mortgage banking derivative
0
 
535
 
0
 
535
               
Total assets
 $             1,046
 
 $           477,288
 
 $                 641
 
 $          478,975
               
Liabilities
             
               
Mortgage banking derivative
 $                    0
 
 $                   (42)
 
 $                     0
 
 $                  (42)

 
40

 
 
December 31, 2011
 
Fair Value Measurements Using
 
Assets
Assets
Level 1
 
Level 2
 
Level 3
 
at Fair Value
           
U.S. Treasury securities
 $             1,055
 
 $                      0
 
 $                     0
 
 $              1,055
U.S. Government sponsored agencies
0
 
5,277
 
0
 
5,277
Residential mortgage-backed securities
0
 
350,102
 
0
 
350,102
Non-agency residential mortgage-backed securities
0
 
32,207
 
0
 
32,207
State and municipal securities
0
 
78,064
 
686
 
78,750
Total Securities
1,055
 
465,650
 
686
 
467,391
               
Mortgage banking derivative
0
 
406
 
0
 
406
               
Total assets
 $             1,055
 
 $           466,056
 
 $                 686
 
 $          467,797
               
Liabilities
             
               
Mortgage banking derivative
 $                    0
 
 $                   (81)
 
 $                     0
 
 $                  (81)

There were no transfers from or into Level 1, Level 2 or Level 3 during 2012 and there were no transfers from or into Level 1 or Level 2 during the six months ended June 30, 2011.

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2012:

             
State and
             
Municipal
             
Securities
             
June 30, 2012
               
Balance or recurring Level 3 assets at January 1
           
 $                 686
   Change in fair value of securities
           
0
   Principal payments
           
(45)
Balance or recurring Level 3 assets at June 30
           
 $                 641

The fair value of 3 state and municipal securities with a fair value of $686,000 as of December 31, 2011 were transferred out of Level 2 and into Level 3 because of a lack of observable market data for these investments.  The Company’s policy is to recognize transfers as of the end of the reporting period.  As a result, the fair value for these state and municipal securities was transferred on December 31, 2011.



 
41

 




The securities measured at fair value included below are nonrated Indiana municipal revenue bonds and are not actively traded.

Quantitative Information about Level 3 Fair Value Measurements
         
 
Fair Value at
   
Range
 
6/30/2012
Valuation Technique
Unobservable Input
(Weighted Average)
 
(in thousands)
     
         
State and municipal securities
 $             641
Price to type, par, call
Discount to benchmark index
1%

The Company’s Controlling Department, which is responsible for all accounting and SEC compliance and the Company’s Treasury Department, which is responsible for investment portfolio management and asset/liability modeling, are the two areas that decide the Company’s valuation policies and procedures.  Both of these areas report directly to the President and Chief Financial Officer of the Company.  For assets or liabilities that may be considered for Level 3 fair value measurement on a recurring basis, these two areas and the President and Chief Financial Officer determine the appropriate level of the assets or liabilities under consideration.  If there are assets or liabilities that are determined as Level 3 by this group, the Risk Management Committee of the Company and the Audit Committee of the Board of Directors are made aware of such assets at their next scheduled meeting.

Securities pricing is obtained from a third party pricing service and is tested at least annually against prices from another third party provider and reviewed with a market value tolerance variance of 3%.  If any securities fall above this tolerance threshold, they are reviewed in more detail to determine why the variance exists.  Changes in market value are reviewed monthly in aggregate yield by security type and any material differences are reviewed to determine why they exist.  At least annually, the pricing methodology of the pricing service is received and reviewed to support the fair value levels used by the Company. A detailed pricing evaluation is requested and reviewed on any security determined to be fair value using unobservable inputs by the pricing service.

The primary methodology used in the fair value measurement of the Company’s state and municipal securities classified as Level 3 is a discount to the AAA municipal benchmark index.  Significant increases or (decreases) in this index as well as the degree to which the security differs in ratings, coupon, call and duration will result in a higher or (lower) fair value measurement for those securities that are not callable.  For those securities that are continuously callable, a slight premium to par is used.





 
42

 







The table below presents the balances of assets measured at fair value on a nonrecurring basis:

 
June 30, 2012
 
Fair Value Measurements Using
 
Assets
Assets
Level 1
 
Level 2
 
Level 3
 
at Fair Value
     
(in thousands)
   
Impaired loans:
             
  Commercial and industrial loans:
             
    Working capital lines of credit loans
 $                   0
 
 $                     0
 
 $            1,539
 
 $             1,539
    Non-working capital loans
0
 
0
 
5,102
 
5,102
               
  Commercial real estate and multi-family residential loans:
             
    Construction and land development loans
0
 
0
 
1,486
 
1,486
    Owner occupied loans
0
 
0
 
3,136
 
3,136
    Nonowner occupied loans
0
 
0
 
20,646
 
20,646
    Multifamily loans
0
 
0
 
0
 
0
               
  Agri-business and agricultural loans:
             
    Loans secured by farmland
0
 
0
 
266
 
266
    Loans for agricultural production
0
 
0
 
0
 
0
               
  Other commercial loans
0
 
0
 
0
 
0
               
  Consumer 1-4 family mortgage loans:
             
    Closed end first mortgage loans
0
 
0
 
514
 
514
    Open end and junior lien loans
0
 
0
 
141
 
141
    Residential construction loans
0
 
0
 
0
 
0
               
  Other consumer loans
0
 
0
 
1
 
1
               
Total impaired loans
 $                   0
 
 $                     0
 
 $          32,831
 
 $          32,831
               
Mortgage servicing rights
0
 
0
 
1,838
 
1,838
Other real estate owned
                       0
 
                         0
 
                   805
 
                   805
               
Total assets
 $                   0
 
 $                     0
 
 $          35,474
 
 $          35,474





 
43

 









The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis at June 30, 2012:

               
Range of Inputs
   
Fair Value
 
Valuation Methodology
 
Unobservable Inputs
 
(Average)
                 
Impaired Loans:
               
  Commercial and industrial:
 
 $        6,641
 
Collateral based
 
Discount to reflect
 
0% - 83%
       
measurements
 
current market conditions
 
(25%)
           
and ultimate collectability
   
                 
Impaired loans:
               
  Commercial real estate:
 
         25,268
 
Collateral based
 
Discount to reflect
 
0% - 88%
       
measurements
 
current market conditions
 
(40%)
           
and ultimate collectability
   
                 
Impaired loans:
               
  Agri-business and agricultural:
 
               266
 
Collateral based
 
Discount to reflect
 
9% - 24%
       
measurements
 
current market conditions
 
(16%)
           
and ultimate collectability
   
                 
Impaired loans:
               
  Consumer 1-4 family mortgage
 
               655
 
Collateral based
 
Discount to reflect
 
0% - 20%
       
measurements
 
current market conditions
 
(8%)
           
and ultimate collectability
   
Impaired loans:
               
  Other consumer
 
1
 
Collateral based
 
Discount to reflect
 
83%
       
measurements
 
current market conditions
   
           
and ultimate collectability
   
                 
Mortgage servicing rights
 
           1,838
 
Discounted cash flows
 
Discount rate
 
9.1% - 9.5%
               
(9.3%)
                 
Other real estate owned
 
               805
 
Appraisals
 
Discount to reflect
 
31% - 61%
           
current market conditions
 
(46%)






 
44

 









 
December 31, 2011
 
Fair Value Measurements Using
 
Assets
Assets
Level 1
 
Level 2
 
Level 3
 
at Fair Value
     
(in thousands)
   
Impaired loans:
             
  Commercial and industrial loans:
             
    Working capital lines of credit loans
 $                   0
 
 $                     0
 
 $            2,762
 
 $             2,762
    Non-working capital loans
0
 
0
 
11,885
 
11,885
               
  Commercial real estate and multi-family residential loans:
             
    Construction and land development loans
0
 
0
 
303
 
303
    Owner occupied loans
0
 
0
 
3,515
 
3,515
    Nonowner occupied loans
0
 
0
 
23,591
 
23,591
    Multifamily loans
0
 
0
 
0
 
0
               
  Agri-business and agricultural loans:
             
    Loans secured by farmland
0
 
0
 
433
 
433
    Loans for agricultural production
0
 
0
 
207
 
207
               
  Other commercial loans
0
 
0
 
0
 
0
               
  Consumer 1-4 family mortgage loans:
             
    Closed end first mortgage loans
0
 
0
 
878
 
878
    Open end and junior lien loans
0
 
0
 
406
 
406
    Residential construction loans
0
 
0
 
0
 
0
               
  Other consumer loans
0
 
0
 
0
 
0
               
Total impaired loans
 $                   0
 
 $                     0
 
 $          43,980
 
 $          43,980
               
Mortgage servicing rights
0
 
0
 
1,734
 
1,734
Other real estate owned
                       0
 
                         0
 
                   730
 
                   730
               
Total assets
 $                   0
 
 $                     0
 
 $          46,444
 
 $          46,444


Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a gross carrying amount of $47.6 million, with a valuation allowance of $14.7 million at June 30, 2012, resulting in a net recovery in the provision for loan losses of $1.8 million and $3.5 million, respectively, for the three months and six months ended June 30, 2012.  At June 30, 2011, impaired loans had a carrying amount of $42.5 million, with a valuation allowance of $14.8 million, resulting in an additional provision for loans losses of $2.5 million and $3.4 million, respectively, for the three months and six months ending June 30, 2011.

Mortgage servicing rights, which are carried at the lower of cost or fair value, included a portion carried at their fair value of $1.8 million, which is made up of the outstanding balance of $1.9 million, net of a valuation allowance of $86,000 at June 30, 2012, resulting in a net recovery of $22,000 for the six months ended June 30, 2012.  The Company realized a net recovery of $7,000 in the impairment of mortgage servicing rights for the six months ended June 30, 2011.

 
45

 
The Company also recognized a $61,000 reduction in the value of other real estate owned during the six months ended June 30, 2012.  During the six months ended June 30, 2011 the Company recognized a $20,000 reduction in the value of other real estate owned.

The following table contains the estimated fair values and the related carrying values of the Company’s financial instruments. Items which are not financial instruments are not included.

 
June 30, 2012
 
Carrying
 
Estimated Fair Value
 
Value
 
Level 1
 
Level 2
 
Level 3
 
Total
                   
Financial Assets:
                 
 Cash and cash equivalents
 $       194,949
 
 $       194,949
 
 $                  0
 
 $                  0
 
 $    194,949
 Securities available for sale
478,440
 
1,046
 
476,753
 
641
 
478,440
 Real estate mortgages held for sale
5,124
 
0
 
5,211
 
0
 
5,211
 Loans, net
2,162,583
 
0
 
0
 
2,180,124
 
2,180,124
 Federal Home Loan Bank stock
7,313
 
N/A
 
N/A
 
N/A
 
N/A
 Federal Reserve Bank stock
3,420
 
N/A
 
N/A
 
N/A
 
N/A
 Accrued interest receivable
9,441
 
4
 
1,708
 
7,729
 
9,441
Financial Liabilities:
                 
 Certificates of deposit
(955,215)
 
0
 
(972,320)
 
0
 
(972,320)
 All other deposits
(1,570,270)
 
(1,570,270)
 
0
 
0
 
(1,570,270)
 Securities sold under agreements to repurchase
(98,696)
 
0
 
(98,696)
 
0
 
(98,696)
 Long-term borrowings
(15,038)
 
0
 
(15,837)
 
0
 
(15,837)
 Subordinated debentures
(30,928)
 
0
 
0
 
(31,238)
 
(31,238)
 Standby letters of credit
(383)
 
0
 
0
 
(383)
 
(383)
 Accrued interest payable
(6,834)
 
(351)
 
(6,480)
 
(3)
 
(6,834)






 
46

 











 
December 31, 2011
 
Carrying
 
Estimated
 
Value
 
Fair Value
       
Financial Assets:
     
 Cash and cash equivalents
 $       104,584
 
 $       104,584
 Securities available for sale
467,391
 
467,391
 Real estate mortgages held for sale
2,953
 
2,998
 Loans, net
2,180,309
 
2,141,459
 Federal Home Loan Bank stock
7,313
 
N/A
 Federal Reserve Bank stock
3,420
 
N/A
 Accrued interest receivable
9,604
 
9,604
Financial Liabilities:
     
 Certificates of deposit
(910,381)
 
(925,619)
 All other deposits
(1,502,315)
 
(1,502,315)
 Securities sold under agreements to repurchase
(131,990)
 
(131,990)
 Other short-term borrowings
(10,000)
 
(10,000)
 Long-term borrowings
(15,040)
 
(16,079)
 Subordinated debentures
(30,928)
 
(31,240)
 Standby letters of credit
(247)
 
(247)
 Accrued interest payable
(5,574)
 
(5,574)

The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

Cash and cash equivalents - The carrying amount of cash and cash equivalents approximate fair value and are classified as Level 1.

Loans, net – Fair values of loans, excluding loans held for sale, are estimated as follows:  For variable rate loans, fair values are based on carrying values resulting in a Level 3 classification.  Fair values for other loans are estimated using discounted cash flow analyses, using current market rates applied to the estimated life resulting in a Level 3 classification.  Impaired loans are valued at the lower of cost or fair value as described previously.  The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

Federal Home Loan Bank stock and Federal Reserve Bank stock– It is not practical to determine the fair value of Federal Home Loan Bank stock and Federal Reserve Bank stock due to restrictions placed on its transferability.

Certificates of deposit - Fair values of certificates of deposit are estimated using discounted cash flow analyses using current market rates applied to the estimated life resulting in a Level 2 classification.

All other deposits- The fair values for all other deposits other than certificates of deposit are equal to the amount payable on demand (the carrying value) resulting in a Level 1 classification.

 
47

 
Securities sold under agreements to repurchase – The carrying amount of borrowings under repurchase agreements approximate their fair values resulting in a Level 2 classification.

Long-term borrowings – The fair value of long-term borrowings is estimated using discounted cash flow analyses based on current borrowing rates resulting in a Level 2 classification.

Subordinated debentures- The fair value of subordinated debentures is based on the rates currently available to the Company with similar term and remaining maturity and credit spread resulting in a Level 3 classification.

Standby letters of credit – The fair value of off-balance sheet items is based on the current fees and costs that would be charged to enter into or terminate such arrangements resulting in a Level 3 classification.

Accrued interest receivable/payable – The carrying amounts of accrued interest approximate fair value resulting in a Level 1, Level 2 or Level 3 classification which is consistent with its associated asset/liability.

NOTE 9. ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table summarizes the changes within each classification of accumulated other comprehensive income for the six months ended June 30, 2012 and 2011:

     
Current
   
 
Balance
 
Period
 
Balance
 
at December 31, 2011
 
Change
 
at June 30, 2012
           
Unrealized loss on securities available for sale
         
  without other than temporary impairment
 $                           7,688
 
 $                886
 
 $                           8,574
Unrealized loss on securities available for sale
         
  with other than temporary impairment
                               (523)
 
                   335
 
                               (188)
           
Total unrealized loss on securities available for sale
                              7,165
 
                1,221
 
                              8,386
           
Unrealized loss on defined benefit pension plans
                            (2,026)
 
                   131
 
                            (1,895)
           
Total
 $                           5,139
 
 $             1,352
 
 $                           6,491
           
           
           
     
Current
   
 
Balance
 
Period
 
Balance
 
at December 31, 2010
 
Change
 
at June 30, 2011
           
Unrealized loss on securities available for sale
         
  without other than temporary impairment
 $                           4,285
 
 $             1,446
 
 $                           5,731
Unrealized loss on securities available for sale
         
  with other than temporary impairment
                            (1,425)
 
1,062
 
(363)
           
Total unrealized loss on securities available for sale
                              2,860
 
                2,508
 
                              5,368
           
Unrealized loss on defined benefit pension plans
                            (1,510)
 
                   (96)
 
                            (1,606)
           
Total
 $                           1,350
 
 $             2,412
 
 $                           3,762


 
48

 
NOTE 10. SUBSEQUENT EVENTS

There were no subsequent events that would have a material impact to the financial statements presented in this Form 10-Q.

NOTE 11. RECLASSIFICATIONS

Certain amounts appearing in the financial statements and notes thereto for prior periods have been reclassified to conform with the current presentation. The reclassification had no effect on net income or stockholders’ equity as previously reported.





























 
49

 





Part 1
LAKELAND FINANCIAL CORPORATION
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
and
RESULTS OF OPERATIONS

June 30, 2012

OVERVIEW

Lakeland Financial Corporation is the holding company for Lake City Bank. The Company is headquartered in Warsaw, Indiana and operates 45 offices in 13 counties in Northern and Central Indiana. The Company earned $17.4 million for the first six months of 2012, versus $14.0 million in the same period of 2011, an increase of 25.0%.  Net income was positively impacted by a $7.2 million decrease in the provision for loan losses and an increase in noninterest income of $918,000.  Offsetting these positive impacts were a decrease in net interest income of $1.8 million and an increase of $788,000 in noninterest expense.  Basic earnings per common share for the first six months of 2012 were $1.07 per share, versus $0.86 per share for the first six months of 2011, an increase of 24.4%.  Diluted earnings per common share reflect the potential dilutive impact of stock options, stock awards and warrants.  Diluted earnings per common share for the first six months of 2012 were $1.06 per share, versus $0.86 for the first six months of 2011, an increase of 23.3%.

Net income for the second quarter of 2012 was $8.8 million, an increase of 10.4% versus $8.0 million for the comparable period of 2011.  The increase was driven by a $2.4 million decrease in the provision for loan losses.  Offsetting this positive impact was a decrease in net interest income of $797,000, an increase of $276,000 in noninterest expense, as well as a decrease of $106,000 in noninterest income.  Basic earnings per common share for the second quarter of 2012 were $0.54 per share, versus $0.49 per share for the second quarter of 2011.  Diluted earnings per common share for the second quarter of 2012 were $0.54 per share, versus $0.49 per share for the second quarter of 2011, an increase of 10.2%.

RESULTS OF OPERATIONS

Net Interest Income

For the six-month period ended June 30, 2012, net interest income totaled $44.6 million, a decrease of 4.0%, or $1.8 million, versus the first six months of 2011.  This decrease was primarily due to a 29 basis point decrease in the Company’s net interest margin to 3.37% for the six month period ended June 30, 2012, versus 3.66% comparable period of 2011.  During the six-month period ended June 30, 2012, average earning assets increased by $112.6 million, or 4.3%, to $2.717 billion.  For the second quarter of 2012, net interest income totaled $22.1 million, a decrease of 3.5%, or $797,000, versus the second quarter of 2011.  This decrease was primarily due to a 22 basis point decrease in the Company’s net interest margin to 3.32% for the second quarter of 2012, versus 3.54% for the second quarter of 2011.  Average earning assets increased $84.3 million, or 3.2%, to $2.730 billion in the second quarter of 2012, versus the second quarter of 2011.

 
50

 
Given the Company’s mix of interest earning assets and interest bearing liabilities at June 30, 2012, the Company would generally be considered to have a relatively neutral balance sheet structure.  The Company’s balance sheet structure would normally be expected to produce a stable or declining net interest margin in a declining rate environment.  As the Company’s balance sheet has become more neutral in structure, management believes rate movements and other factors such as deposit mix, market deposit rate pricing and non-bank deposit products could have an impact on net interest margin.  As a result of the prolonged and unprecedented low interest rate environment, and given recent indications by the Federal Reserve Bank regarding its intentions to maintain current target rate levels, the Company expects to experience continued pressure on its net interest margin.  Also contributing to this net interest margin compression is a recent trend of aggressive loan pricing by the Company’s competitors in its markets on both variable and fixed rate commercial loans.  As a result of this competitive pricing influence, the Company believes that its yields on the commercial loan portfolio will continue to experience downward pressure.  Over time, the Company’s mix of deposits has shifted to more reliance on transaction accounts such as Rewards Checking, as well as Rewards Savings and corporate and public fund money market and repurchase agreements, which generally carry a higher interest rate cost than other types of interest bearing deposits.  The Company believes that this deposit strategy provides for an appropriate funding strategy.

During the first six months of 2012, total interest and dividend income decreased by $2.3 million, or 3.7%, to $59.0 million, versus $61.3 million during the first six months of 2011.  This decrease was primarily the result of a 38 basis point decrease in the tax equivalent yield on average earning assets to 4.4%, versus 4.8% for the same period of 2011.  Average earning assets increased by $112.6 million, or 4.3%, during the first six months of 2012 versus the same period of 2011.  During the second quarter of 2012, total interest and dividend income decreased by $1.3 million, or 4.3%, to $29.2 million, versus $30.5 million during the second quarter of 2011.  This decrease was primarily the result of a 32 basis point decrease in the tax equivalent yield on average earning assets to 4.4% in the second quarter of 2012, versus 4.7% for the same period of 2011.  Average earning assets increased by $84.3 million, or 3.2%, in the second quarter of 2012 versus the same period of 2011.

During the first six months of 2012, loan interest income decreased by $198,000, or 0.4%, to $52.2 million, versus $52.4 million during the first six months of 2011.  The decrease was driven by a 26 basis point decrease in the tax equivalent yield on loans, to 4.7%, versus 5.0% in the first six months of 2011.  During the second quarter of 2012, loan interest income decreased by $515,000, or 2.0%, to $25.9 million, versus $26.4 million during the second quarter of 2011.  The decrease was driven by a 27 basis point decrease in the tax equivalent yield on loans, to 4.7%, versus 5.0% in the second quarter of 2011.

The average daily securities balances for the first six months of 2012 increased $40.7 million, or 9.4%, to $474.6 million, versus $433.8 million for the same period of 2011. During the same periods, income from securities decreased by $2.0 million, or 22.8%, to $6.8 million versus $8.8 million during the first six months of 2011.  The decrease was primarily the result of a 124 basis point decrease in the tax equivalent yield on securities, to 3.2%, versus 4.4% in the first six months of 2011.  The average daily securities balances for the second quarter of 2012 increased $49.9 million, or 11.6%, to $479.1 million, versus $429.3 million for the same period of 2011.  During the same periods, income from securities decreased by $722,000, or 17.8%, to $3.3 million versus $4.0 million during the second quarter of 2011.  The decrease was primarily the result of a 102 basis point decrease in the tax equivalent yield on securities, to 3.1%, versus 4.1% in the second quarter of 2011.  The prolonged low interest rate environment has driven accelerated prepayments in the Company’s portfolio of mortgage backed securities.  Those prepayments must then be reinvested in securities at current, lower market yields, resulting in less income from securities despite the higher average securities balances.  The Company believes that its strategy of investing in high quality securities, while producing a lower overall yield, is the appropriate and prudent strategy.

 
51

 
Total interest expense decreased $440,000, or 3.0%, to $14.4 million for the six-month period ended June 30, 2012, from $14.8 million for the comparable period in 2011.  The decrease was primarily the result of a 12 basis point decrease in the Company’s daily cost of funds to 1.1%, versus 1.2% for the same period of 2011.  Total interest expense decreased $502,000, or 6.6%, to $7.1 million for the second quarter of 2012, versus $7.6 million for the second quarter of 2011.  The decrease was primarily the result of a 16 basis point decrease in the Company’s cost of funds to 1.1%, from 1.2% for the same period of 2011.

On an average daily basis, total deposits (including demand deposits) increased $210.1 million, or 9.2%, to $2.491 billion for the six-month period ended June 30, 2012, versus $2.281 billion during the same period in 2011.  The average daily balances for the second quarter of 2012 increased $217.8 million, or 9.3%, to $2.554 billion from $2.336 billion during the second quarter of 2011.  On an average daily basis, noninterest bearing demand deposits were $340.0 million for the six-month period ended June 30, 2012, versus $294.2 million for the same period in 2011.  The average daily noninterest bearing demand deposit balances for the second quarter of 2012 were $345.7 million, versus $294.2 million for the second quarter of 2011.  On an average daily basis, interest bearing transaction accounts increased $155.7 million, or 18.5%, to $997.2 million for the six-month period ended June 30, 2012, versus the same period in 2011.  Average daily interest bearing transaction accounts increased $152.4 million, or 17.1%, to $1.042 billion for the second quarter of 2012, versus $890.0 million for the second quarter of 2011.  When comparing the six months ended June 30, 2012 with the same period of 2011, the average daily balance of time deposits, which pay a higher rate of interest compared to demand deposit and non-Rewards Checking transaction accounts, decreased $16.9 million.  The average rate paid on time deposit accounts increased one basis point to 1.7% for the six-month period ended June 30, 2012, versus the same period in 2011.  During the second quarter of 2012, the average daily balance of time deposits decreased $12.8 million, and the rate paid decreased two basis points to 1.6%, versus the second quarter of 2011.  Despite the low interest rate environment, the Company has been able to attract and retain retail deposit customers through offering innovative deposit products such as Rewards Checking and Savings.  These products pay somewhat higher interest rates, but also encourage certain customer behaviors such as using debit cards and electronic statements, which have the effect of generating additional related fee income and reducing the Company’s processing costs.

The Company’s funding strategy is generally focused on leveraging its retail branch network to grow traditional retail deposits and on its presence with commercial customers and public fund entities in its Indiana markets to generate deposits.  In addition, the Company has utilized the Certificate of Deposit Account Registry Service (CDARS) program and out-of-market brokered certificates of deposit.  Due to the Company’s historical loan growth, the Company sought these deposits and has expanded its funding strategy over time to include these types of non-core deposit programs, although its reliance on these types of deposits has reduced significantly over the past several quarters.  The Company believes that these deposit programs represent an appropriate tool in the overall liquidity and funding strategy, but will continue to focus on funding loan and investment growth with in-market deposits whenever possible.  On an average daily basis, total brokered certificates of deposit decreased $113.6 million to $48.6 million for the six-month period ended June 30, 2012, versus $162.2 million for the same period in 2011.  During the second quarter of 2012, average daily brokered certificates of deposit were $42.7 million, versus $148.8 million during the second quarter of 2011.  On an average daily basis, total public fund certificates of deposit decreased $9.1 million to $92.6 million for the six-month period ended June 30, 2012, versus $101.7 million for the same period in 2011.  During the second quarter of 2012, average daily public fund certificates of deposit were $102.0 million, versus $108.7 million during the second quarter of 2011.  In addition, the Company had average public fund interest bearing transaction accounts of $191.1 million and $189.5 million, respectively, in the six months and three months ended June 30, 2012, versus $103.9 million and $106.0 million for the comparable periods of 2011.  Availability of public fund deposits can be cyclical, primarily due to the timing differences between when real estate property taxes are collected versus when those tax revenues are spent, as well as the intense competition for these funds.

 
52

 
Average daily balances of borrowings were $165.1 million during the six months ended June 30, 2012, versus $193.0 million during the same period of 2011, and the rate paid on borrowings increased 11 basis points to 1.2%.  During the second quarter of 2012 the average daily balances of borrowings decreased $24.7 million to $157.7 million, versus $182.4 million for the same period of 2011, and the rate paid on borrowings increased 11 basis points to 1.3%.  On an average daily basis, total deposits (including demand deposits) and purchased funds increased 7.4% and 7.7%, respectively, during the six-month and three-month periods ended June 30, 2012 versus the same periods in 2011.
 
 
The Board of Directors and management recognize the importance of liquidity during times of normal operations and in times of stress.  In 2010, the Company formalized and expanded upon its extensive Contingency Funding Plan (“CFP”).  The formal CFP was developed to help ensure that the multiple liquidity sources available to the Company are detailed. The CFP identifies the potential funding sources, which include the Federal Home Loan Bank of Indianapolis, The Federal Reserve Bank, brokered certificates of deposit, certificates of deposit available from the CDARS program, repurchase agreements, and Fed Funds. The CFP also addresses the role of the securities portfolio in liquidity.

Further, the plan identifies CFP team members and expressly details their respective roles. Potential risk scenarios are identified and the plan includes multiple scenarios, including short-term and long-term funding crisis situations. Under the long-term funding crisis, two additional scenarios are identified: a moderate risk scenario and a highly stressed scenario. The CFP indicates the responsibilities and the actions to be taken by the CFP team under each scenario. Monthly reports to management and the Board of Directors under the CFP include an early warning indicator matrix and pro forma cash flows for the various scenarios.  The Company will continue to carefully monitor its liquidity planning and will consider adjusting its plans as circumstances warrant.

The following tables set forth consolidated information regarding average balances and rates:

 
53

 


DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
(in thousands of dollars)
                                 
       
Six Months Ended June 30,
 
           
2012
           
2011
     
       
Average
 
Interest
       
Average
 
Interest
     
       
Balance
 
Income
 
Yield (1)
   
Balance
 
Income
 
Yield (1)
 
ASSETS
                             
Earning assets:
                             
  Loans:
                             
    Taxable (2)(3)
   
 $    2,208,374
 
 $         51,986
 
4.73
%
 
 $    2,106,601
 
 $         52,165
 
4.99
%
    Tax exempt (1)
   
              9,749
 
                 334
 
6.89
   
            10,809
 
                 360
 
6.71
 
  Investments: (1)
                             
    Available for sale
 
          474,555
 
              7,492
 
3.17
   
          433,848
 
              9,488
 
4.41
 
  Short-term investments
 
            22,030
 
                   10
 
0.09
   
            19,830
 
                   15
 
0.15
 
  Interest bearing deposits
 
              2,082
 
                   17
 
1.64
   
            33,106
 
                   81
 
0.49
 
                                 
Total earning assets
 
       2,716,790
 
            59,839
 
4.43
%
 
       2,604,194
 
            62,109
 
4.81
%
                                 
Nonearning assets:
                           
  Cash and due from banks
 
          160,696
 
0
       
            59,019
 
0
     
  Premises and equipment
 
            34,941
 
0
       
            30,523
 
0
     
  Other nonearning assets
 
            95,653
 
0
       
            95,639
 
0
     
  Less allowance for loan losses
           (53,596)
 
0
       
           (48,090)
 
0
     
                                 
Total assets
   
 $    2,954,484
 
 $         59,839
       
 $    2,741,285
 
 $         62,109
     


(1)
Tax exempt income was converted to a fully taxable equivalent basis at a 35 percent tax rate for 2012 and 2011. The tax equivalent rate for tax exempt loans and tax exempt securities included the TEFRA adjustment applicable to nondeductible interest expenses.
(2)
Loan fees, which are immaterial in relation to total taxable loan interest income for the six months ended June 30, 2012 and 2011, are included as taxable loan interest income.
(3)
Nonaccrual loans are included in the average balance of taxable loans.


 
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DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL (Cont.)
(in thousands of dollars)
                                 
       
Six Months Ended June 30,
 
           
2012
           
2011
     
       
Average
 
Interest
       
Average
 
Interest
     
       
Balance
 
Expense
 
Yield
   
Balance
 
Expense
 
Yield
 
LIABILITIES AND STOCKHOLDERS'
                         
EQUITY
                             
                                 
Interest bearing liabilities:
                           
  Savings deposits
 
 $       190,768
 
 $              369
 
0.39
%
 
 $       165,448
 
 $              447
 
0.54
%
  Interest bearing checking accounts
          997,239
 
              4,966
 
1.00
   
          841,512
 
              5,224
 
1.25
 
  Time deposits:
                             
    In denominations under $100,000
          399,492
 
              3,700
 
1.86
   
          342,711
 
              3,352
 
1.97
 
    In denominations over $100,000
          563,321
 
              4,328
 
1.55
   
          636,971
 
              4,755
 
1.51
 
  Miscellaneous short-term borrowings
          119,166
 
                 217
 
0.37
   
          147,005
 
                 318
 
0.44
 
  Long-term borrowings
                           
  and subordinated debentures
            45,966
 
                 799
 
3.50
   
            45,968
 
                 723
 
3.17
 
                                 
Total interest bearing liabilities
       2,315,952
 
            14,379
 
1.25
%
 
       2,179,615
 
            14,819
 
1.37
%
                                 
Noninterest bearing liabilities
                           
 and stockholders' equity:
                           
  Demand deposits
 
          340,041
 
0
       
          294,164
 
0
     
  Other liabilities
   
            17,578
 
0
       
            14,556
 
0
     
Stockholders' equity
 
          280,913
 
0
       
          252,950
 
0
     
Total liabilities and stockholders'
                         
 equity
   
 $    2,954,484
 
 $         14,379
       
 $    2,741,285
 
 $         14,819
     
                                 
Net interest differential - yield on
                         
 average daily earning assets
     
 $         45,460
 
3.37
%
     
 $         47,290
 
3.66
%


 
55

 

DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
(in thousands of dollars)
                                 
       
Three Months Ended June 30,
 
           
2012
           
2011
     
       
Average
 
Interest
       
Average
 
Interest
     
       
Balance
 
Income
 
Yield (1)
   
Balance
 
Income
 
Yield (1)
 
ASSETS
                             
Earning assets:
                             
  Loans:
                             
    Taxable (2)(3)
   
 $    2,210,973
 
 $         25,795
 
4.69
%
 
 $    2,126,494
 
 $         26,300
 
4.96
%
    Tax exempt (1)
   
              9,668
 
                 166
 
6.89
   
            10,849
 
                 180
 
6.66
 
  Investments: (1)
                             
    Available for sale
 
          479,131
 
              3,675
 
3.08
   
          429,276
 
              4,388
 
4.10
 
  Short-term investments
 
            27,996
 
                     7
 
0.10
   
            16,467
 
                     5
 
0.12
 
  Interest bearing deposits
 
              2,588
 
                     9
 
1.40
   
            62,973
 
                   73
 
0.46
 
                                 
Total earning assets
 
       2,730,356
 
            29,652
 
4.37
%
 
       2,646,059
 
            30,946
 
4.69
%
                                 
Nonearning assets:
                           
  Cash and due from banks
 
          208,016
 
0
       
            66,036
 
0
     
  Premises and equipment
 
            35,014
 
0
       
            30,623
 
0
     
  Other nonearning assets
 
            95,329
 
0
       
            95,571
 
0
     
  Less allowance for loan losses
           (53,074)
 
0
       
           (49,526)
 
0
     
                                 
Total assets
   
 $    3,015,641
 
 $         29,652
       
 $    2,788,763
 
 $         30,946
     


(1)
Tax exempt income was converted to a fully taxable equivalent basis at a 35 percent tax rate for 2012 and 2011. The tax equivalent rate for tax exempt loans and tax exempt securities included the TEFRA adjustment applicable to nondeductible interest expenses.
(2)
Loan fees, which are immaterial in relation to total taxable loan interest income for the three months ended June 30, 2012 and 2011, are included as taxable loan interest income.
(3)
Nonaccrual loans are included in the average balance of taxable loans.

 
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DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL (Cont.)
(in thousands of dollars)
                                 
       
Three Months Ended June 30,
 
           
2012
           
2011
     
       
Average
 
Interest
       
Average
 
Interest
     
       
Balance
 
Expense
 
Yield
   
Balance
 
Expense
 
Yield
 
LIABILITIES AND STOCKHOLDERS'
                         
EQUITY
                             
                                 
Interest bearing liabilities:
                           
  Savings deposits
 
 $       193,646
 
 $              158
 
0.33
%
 
 $       167,076
 
 $              223
 
0.54
%
  Interest bearing checking accounts
       1,042,486
 
              2,483
 
0.96
   
          890,042
 
              2,790
 
1.26
 
  Time deposits:
                             
    In denominations under $100,000
          401,574
 
              1,830
 
1.83
   
          345,998
 
              1,695
 
1.96
 
    In denominations over $100,000
          570,586
 
              2,131
 
1.50
   
          638,947
 
              2,385
 
1.50
 
  Miscellaneous short-term borrowings
          111,703
 
                 104
 
0.37
   
          136,419
 
                 147
 
0.43
 
  Long-term borrowings
                           
  and subordinated debentures
            45,967
 
                 395
 
3.46
   
            45,967
 
                 363
 
3.17
 
                                 
Total interest bearing liabilities
       2,365,962
 
              7,101
 
1.21
%
 
       2,224,449
 
              7,603
 
1.37
%
                                 
Noninterest bearing liabilities
                           
 and stockholders' equity:
                           
  Demand deposits
 
          345,721
 
0
       
          294,172
 
0
     
  Other liabilities
   
            19,320
 
0
       
            14,299
 
0
     
Stockholders' equity
 
          284,638
 
0
       
          255,843
 
0
     
Total liabilities and stockholders'
                         
 equity
   
 $    3,015,641
 
 $           7,101
       
 $    2,788,763
 
 $           7,603
     
                                 
Net interest differential - yield on
                         
 average daily earning assets
     
 $         22,551
 
3.32
%
     
 $         23,343
 
3.54
%



 
57

 


Provision for Loan Losses

Based on management’s review of the adequacy of the allowance for loan losses, provisions for loan losses of $1.3 million and $500,000 were recorded during the six-month and three-month periods ended June 30, 2012, versus provisions of $8.5 million and $2.9 million recorded during the same periods of 2011.  Factors impacting the provision included the amount and status of classified and watch list credits, the level of charge-offs, management’s overall view on current credit quality and the regional and national economic conditions impacting credit quality, the amount and status of impaired loans, the amount and status of past due accruing loans (90 days or more), and overall loan growth as discussed in more detail below in the analysis relating to the Company’s financial condition.

Noninterest Income

Noninterest income categories for the six-month and three-month periods ended June 30, 2012 and 2011 are shown in the following table:

 
Six Months Ended
 
June 30,
         
Percent
 
2012
 
2011
 
Change
             
Wealth advisory fees
 $   1,811
 
 $   1,747
 
          3.7
%
Investment brokerage fees
      1,740
 
      1,352
 
        28.7
 
Service charges on deposit accounts
      3,892
 
      3,902
 
        (0.3)
 
Loan, insurance and service fees
      2,641
 
      2,336
 
        13.1
 
Merchant card fee income
         605
 
         522
 
        15.9
 
Other income
         945
 
      1,018
 
        (7.2)
 
Mortgage banking income
         984
 
         154
 
      539.0
 
Net securities gains (losses)
             3
 
        (166)
 
    (101.8)
 
Impairment on available-for-sale securities (includes total losses of $985 and $121,
           
   net of $26 and $0 recognized in other comprehensive income, pre-tax)
       (959)
 
        (121)
 
      692.6
 
  Total noninterest income
 $ 11,662
 
 $ 10,744
 
          8.5
%

 
Three Months Ended
 
June 30,
         
Percent
 
2012
 
2011
 
Change
             
Wealth advisory fees
 $      897
 
 $      929
 
        (3.4)
%
Investment brokerage fees
         940
 
         621
 
        51.4
 
Service charges on deposit accounts
      2,011
 
      1,939
 
          3.7
 
Loan, insurance and service fees
      1,452
 
      1,260
 
        15.2
 
Merchant card fee income
         289
 
         288
 
          0.3
 
Other income
         280
 
         646
 
      (56.7)
 
Mortgage banking income
         392
 
         203
 
        93.1
 
Net securities gains (losses)
             0
 
           32
 
 N/A
 
Impairment on available-for-sale securities (includes total losses of $475 and $0,
           
   net of $26 and $0 recognized in other comprehensive income, pre-tax)
       (449)
 
             0
 
 N/A
 
  Total noninterest income
 $   5,812
 
 $   5,918
 
        (1.8)
%

 
58

 
Noninterest income increased $918,000 and decreased $106,000 respectively, for the six-month and three-month periods ended June 30, 2012 versus the same periods in 2011.  Mortgage banking income increased by $830,000 and $189,000, respectively, driven by a larger pipeline of refinance mortgage loans due to the continued low interest rate environment.  Investment brokerage fees increased by $388,000 and $319,000, respectively, driven by greater trading volume.  In addition, loan, insurance and service fees increased $305,000 and $192,000, respectively, driven by greater debit and credit card usage and ancillary fees.  Noninterest income was negatively impacted by increases of $838,000 and $449,000, respectively, in other than temporary impairment on several non-agency residential mortgage backed securities in the Company’s investment portfolio.

Noninterest Expense

Noninterest expense categories for the six-month and three-month periods ended June 30, 2012 and 2011 are shown in the following table:

 
Six Months Ended
 
June 30,
         
Percent
 
2012
 
2011
 
Change
             
Salaries and employee benefits
 $ 17,438
 
 $ 16,191
 
      7.7
%
Occupancy expense
      1,716
 
      1,627
 
      5.5
 
Equipment costs
      1,213
 
      1,064
 
    14.0
 
Data processing fees and supplies
      1,901
 
      2,091
 
    (9.1)
 
Other expense
      6,661
 
      7,168
 
    (7.1)
 
  Total noninterest expense
 $ 28,929
 
 $ 28,141
 
      2.8
%

 
Three Months Ended
 
June 30,
         
Percent
 
2012
 
2011
 
Change
             
Salaries and employee benefits
 $   8,363
 
 $   8,018
 
      4.3
%
Occupancy expense
         831
 
         752
 
    10.5
 
Equipment costs
         596
 
         510
 
    16.9
 
Data processing fees and supplies
      1,060
 
         979
 
      8.3
 
Other expense
      3,399
 
      3,714
 
    (8.5)
 
  Total noninterest expense
 $ 14,249
 
 $ 13,973
 
      2.0
%

The Company's noninterest expense increased $788,000 and $276,000, respectively, in the six-month and three-month periods ended June 30, 2012 versus the same periods of 2011.  Salaries and employee benefits increased by $1.2 million and $345,000, respectively, in the six-month and three-month periods ended June 30, 2012 versus the same period of 2011.  These increases were driven by staff additions, normal merit increases and employee health insurance increases.  In addition, the Company’s performance based compensation expense increased due to performance versus corporate objectives and increased recognition levels.  In addition, other expense decreased primarily due to lower FDIC deposit insurance premiums.

 
59

 
Income Tax Expense

Income tax expense increased $2.0 million, or 30.3%, for the first six months of 2012, compared to the same period in 2011.  The combined state franchise tax expense and the federal income tax expense, as a percentage of income before income tax expense, increased to 33.1% during the first six months of 2012 compared to 32.2% during the same period of 2011.  The combined tax expense decreased to 33.2% in the second quarter of 2012, versus 33.4% during the same period of 2011.  The changes were driven by fluctuations in the percentage of revenue being derived from tax-advantaged sources in the six-month and three-month periods of 2012, compared to the same periods in 2011.

CRITICAL ACCOUNTING POLICIES

Certain of the Company’s accounting policies are important to the portrayal of the Company’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Some of the facts and circumstances which could affect these judgments include changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses, the valuation of mortgage servicing rights and the valuation and other-than-temporary impairment of investment securities. The Company’s critical accounting policies are discussed in detail in the Annual Report for the year ended December 31, 2011.

FINANCIAL CONDITION

Total assets of the Company were $2.974 billion as of June 30, 2012, an increase of $84.8 million, or 2.9%, when compared to $2.890 billion as of December 31, 2011.

Total cash and cash equivalents increased by $90.4 million, or 86.4%, to $194.9 million at June 30, 2012 from $104.6 million at December 31, 2011.  The increase resulted from an increase in total deposits, primarily transaction accounts.  In addition, the Company experienced seasonal reductions in agri-business loans as well as an anticipated reduction in the portfolio of commercial real estate loans.

Total securities available-for-sale increased by $11.0 million, or 2.4%, to $478.4 million at June 30, 2012 from $467.4 million at December 31, 2011. The increase was a result of a number of transactions in the securities portfolio.  Securities purchases totaled $61.2 million.  Offsetting this increase were securities paydowns totaling $46.2 million, maturities and calls of securities totaling $1.8 million, securities amortization net of accretion was $3.1 million and other-than-temporary impairment of $959,000 was recognized on four non-agency residential mortgage-backed securities.  In addition, the net unrealized gain of the securities portfolio increased by $2.0 million.  The increase in fair market value was primarily driven by higher market values for agency residential mortgage-backed securities as well as non-agency residential mortgage-backed securities, due to the lower interest rate environment.  The investment portfolio is generally managed to limit the Company’s exposure to risk by containing mostly mortgage-backed securities, other securities which are either directly or indirectly backed by the federal government or a local municipal government and collateralized mortgage obligations rated AAA by S&P and/or Aaa by Moody’s at the time of purchase.  As of June 30, 2012, the Company had $28.2 million of non-agency residential mortgage-backed securities which were not backed by the federal government, but were rated AAA by S&P and/or Aaa by Moody’s at the time of purchase.

 
60

 
Three of the 14 remaining non-agency residential mortgage backed securities were still rated AAA/Aaa as of June 30, 2012 by at least one of the rating agencies S&P, Moody’s and Fitch, but the other eleven had been downgraded including nine which had been downgraded to below investment grade by at least one of those rating agencies.  On a monthly basis, the Company performs an analysis of the cash flows of these securities based on assumptions as to collateral defaults, prepayment speeds, expected losses and the severity of potential losses.  Based upon the initial analysis, securities may be identified for further analysis computing the net present value and comparing it to the book value to determine if there is any other-than-temporary impairment to be recorded.  Based on the analyses as of June 30, 2012, the Company realized an additional $449,000 in other-than-temporary impairment on three of the 14 non-agency residential mortgage backed securities.

Real estate mortgage loans held-for-sale increased by $2.2 million, or 73.5%, to $5.1 million at June 30, 2012 from $3.0 million at December 31, 2011. The balance of this asset category is subject to a high degree of variability depending on, among other things, recent mortgage loan rates and the timing of loan sales into the secondary market. During the six months ended June 30, 2012, $64.8 million in real estate mortgages were originated for sale and $62.2 million in mortgages were sold.

Total loans, excluding real estate mortgage loans held for sale, decreased by $19.3 million to $2.214 billion at June 30, 2012 from $2.234 billion at December 31, 2011.  During the six months ended June 30, 2012, the Company experienced seasonal reductions in agri-business loans as favorable commodity prices and overall performance resulted in strong results for these borrowers.  In addition, the portfolio of commercial real estate was reduced through the anticipated and successful placement of interim project financings with long-term, non-bank institutional lenders.  Management expects loan growth to be moderate as the economic recovery moves along.  The portfolio breakdowns at both June 30, 2012 and December 31, 2011 reflected 85% commercial and industrial, including commercial real estate and agri-business, 13% residential real estate and home equity and 2% consumer loans.

The Company has a high percentage of commercial and commercial real estate loans, most of which are extended to small or medium-sized businesses. Commercial loans represent higher dollar loans to fewer customers and therefore higher credit risk than other types of loans. Pricing is adjusted to manage the higher credit risk associated with these types of loans. The Company also generally requires new and renewed variable rate commercial loans to have floor rates.  The majority of fixed rate residential mortgage loans, which represent increased interest rate risk, are sold in the secondary market, as well as some variable rate mortgage loans. The remainder of the variable rate mortgage loans and a small number of fixed rate mortgage loans are retained.

 
61

 
Loans are charged against the allowance for loan losses when management believes that the principal is uncollectible. Subsequent recoveries, if any, are credited to the allowance. The allowance is an amount that management believes will be adequate to absorb probable incurred credit losses relating to specifically identified loans based on an evaluation, as well as other probable incurred losses inherent in the loan portfolio. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans and current economic conditions that may affect the borrower’s ability to repay. Management also considers trends in adversely classified loans based upon a monthly review of those credits. An appropriate level of general allowance is determined after considering the following factors:  application of historical loss percentages, emerging market risk, commercial loan focus and large credit concentrations, new industry lending activity and current economic conditions. Federal regulations require insured institutions to classify their own assets on a regular basis. The regulations provide for three categories of classified loans – substandard, doubtful and loss. The regulations also contain a special mention category. Special mention is defined as loans that do not currently expose an insured institution to a sufficient degree of risk to warrant classification, but do possess credit deficiencies or potential weaknesses deserving management’s close attention.  The Company’s policy is to establish a specific allowance for loan losses for any assets where management has identified conditions or circumstances that indicate an asset is impaired.  If an asset or portion thereof is classified as loss, the Company’s policy is to either establish specified allowances for loan losses in the amount of 100% of the portion of the asset classified loss, or charge off such amount. At June 30, 2012, on the basis of management’s review of the loan portfolio, the Company had loans totaling $151.0 million on the classified loan list versus $164.6 million on December 31, 2011, a decrease of 8.3%.  As of June 30, 2012, the Company had $38.9 million of assets classified special mention, $112.2 million classified as substandard, $0 classified as doubtful and $0 classified as loss as compared to $35.4 million, $131.3 million, $0 and $0 at December 31, 2011.  In addition, the Company has allocated $16.2 million and $15.7 million of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of June 30, 2012 and December 31, 2011. The Company is not committed to lend additional funds to debtors whose loans have been modified in a troubled debt restructuring.

Allowance estimates are developed by management taking into account actual loss experience, adjusted for current economic conditions. The Company generally has regular discussions regarding this methodology with regulatory authorities.  Allowance estimates are considered a prudent measurement of the risk in the Company’s loan portfolio and are applied to individual loans based on loan type. In accordance with current accounting guidance, the allowance is provided for losses that have been incurred as of the balance sheet date and is based on past events and current economic conditions, and does not include the effects of expected losses on specific loans or groups of loans that are related to future events or expected changes in economic conditions.

Net charge-offs totaled $1.4 million in the second quarter of 2012, versus $136,000 during the second quarter of 2011 and $1.4 million during the first quarter of 2012.

The allowance for loan losses decreased 3.0%, or $1.6 million, from $53.4 million at December 31, 2011 to $51.8 million at June 30, 2012.  Pooled loan allocations increased from $35.1 million at December 31, 2011 to $35.6 million at June 30, 2012, which was primarily a result of management’s overall view on current credit quality.  Impaired loan allocations decreased $2.1 million from $18.3 million at December 31, 2011 to $16.2 million at June 30, 2012.  This decrease in impaired allocations was primarily due to decreases in the allocations of existing impaired loans as well as reductions to the impaired loans category.  The unallocated component of the allowance for loan losses increased slightly from $3.4 million at December 31, 2011 to $3.5 million at June 30, 2012, based on management’s assessment of economic and other qualitative factors impacting the loan portfolio, including the ongoing general economic challenges in the Company’s market areas and the impact of the drought in Indiana on the company’s agribusiness clients.  While management has begun to see some positive trends, including general stabilization and a decline in watchlist credits and a decline in non-performing loans, management anticipates a continued slow recovery and therefore recognized a slight increase in the unallocated component of the allowance for loan losses.  Management believed the allowance for loan losses at June 30, 2012 was at a level commensurate with the overall risk exposure of the loan portfolio. However, if economic conditions do not continue to improve, certain borrowers may experience difficulty and the level of nonperforming loans, charge-offs and delinquencies could rise and require further increases in the provision for loan losses.

 
62

 
Total impaired loans decreased by $4.3 million, or 6.7%, to $59.3 million at June 30, 2012 from $63.5 million at December 31, 2011.  A loan is impaired when full payment under the original loan terms is not expected. Impairment is evaluated in the aggregate for smaller-balance loans of similar nature such as residential mortgage, and consumer loans, and on an individual loan basis for other loans. If a loan is impaired, a portion of the allowance may be allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral.  The decrease in the impaired loans category was primarily due to charge-offs of $3.0 million taken on four commercial credits.  In addition, one commercial credit of $989,000 paid off.  The following table summarizes nonperforming assets at June 30, 2012 and December 31, 2011.


 
June 30,
December 31,
 
2012
2011
 
(in thousands)
NONPERFORMING ASSETS:
   
Nonaccrual loans including nonaccrual troubled debt restructured loans
 $         34,514 
 $         39,425 
Loans past due over 90 days and still accruing
                106 
                 52 
Total nonperforming loans
 $         34,620 
 $         39,477 
Other real estate owned
              1,737 
               2,075 
Repossessions
                  13 
                    33 
Total nonperforming assets
 $         36,370 
 $         41,585 
     
Impaired loans including troubled debt restructurings
 $         59,256 
 $         63,518 
     
Nonperforming loans to total loans
1.56%
1.77%
Nonperforming assets to total assets
1.22%
1.44%
     
Nonperforming troubled debt restructured loans (included in nonaccrual loans)
 $          32,129
 $          34,272 
Performing troubled debt restructured loans
            22,767
22,177
Total troubled debt restructured loans
 $         54,896 
 $          56,449 

Total nonperforming assets decreased by $5.2 million, or 12.5%, to $36.4 million during the six-month period ended June 30, 2012.  The decrease was primarily due to the aforementioned charge-offs and pay-off.  Four commercial relationships represented 78.2% of total nonperforming loans.  A $13.5 million commercial relationship consisting of four loans represents the largest exposure in the nonperforming category.  The borrower is engaged in real estate development.   Borrower collateral, including real estate and the personal guarantees of its principals, support the credit.  The Company took a $1.7 million charge-off related to this credit in the fourth quarter of 2009, and no charge-offs were taken in 2010 or 2011.  The Company took a $601,000 charge-off related to this credit in the first quarter of 2012.

 
63

 
A commercial relationship consisting of three loans totaling $7.1 million represented the second largest exposure in the nonperforming category.  The borrower is engaged in commercial real estate development.  Borrower collateral, including real estate and the personal guarantees of its principals, support the credit.  The Company has not taken any charge-offs related to this credit.

A $4.0 million credit to a manufacturer tied to the housing industry represented the third largest exposure in the nonperforming category.  The credit is accounted for as a troubled debt restructuring.  Borrower collateral including real estate, receivables, inventory and equipment support the credit, however, there are no guarantors.  The Company took a $906,000 charge-off related to this credit in 2008, and a $1.7 million charge-off related to this credit in the second quarter of 2012.

A commercial relationship consisting of two loans totaling $2.4 million represented the fourth largest exposure in the nonperforming category.  The borrower is engaged in sales tied to the recreational vehicle industry as well as residential real estate development.  Borrower collateral, including real estate and the personal guarantees of its principals, support the credit.  The Company took $1.3 million in charge-offs related to this relationship during 2008, and no charge-offs have been taken since.

There can be no assurances that full repayment of the loans discussed above will result.  Although economic conditions in the Company’s markets have stabilized and in some areas improved, management does not foresee a rapid recovery as certain industries, including residential and commercial real estate development, recreational vehicle and mobile home manufacturing and other regional industries continue to experience slow growth.  The Company’s growth strategy has promoted diversification among industries as well as a continued focus on enforcement of a strong credit environment and an aggressive position on loan work-out situations.  While the Company believes that the impact on the Company of these industry-specific issues affecting real estate development and recreational vehicle and mobile home manufacturers will be somewhat mitigated by the Company’s overall growth strategy, the economic factors impacting its entire geographic footprint will continue to present challenges.  Additionally, the Company’s overall asset quality position can be influenced by a small number of credits due to the focus on commercial lending activity and the granularity inherent in this strategy.

Total deposits increased by $112.8 million, or 4.7%, to $2.525 billion at June 30, 2012 from $2.413 billion at December 31, 2011. The increase resulted from increases of $69.1 million in interest bearing transaction accounts, $44.1 million in public fund certificates of deposit of $100,000 or more, $20.2 million in demand deposits, $19.0 million in certificates of deposit of $100,000 and over, $16.7 million in savings accounts and $7.0 million in other certificates of deposit.  Offsetting these increases were decreases of $38.1 million in money market accounts, $22.0 million in brokered deposits and $3.3 million in CDARS certificates of deposit.

 
64

 
Total short-term borrowings decreased by $43.3 million, or 30.5%, to $98.7 million at June 30, 2012 from $142.0 million at December 31, 2011.  The decrease resulted primarily from decreases of $33.3 million in securities sold under agreements to repurchase.  In addition, federal funds purchased decreased by $10.0 million.

Total equity increased by $14.4 million, or 5.3%, to $287.7 million at June 30, 2012 from $273.3 million at December 31, 2011.  The increase in total equity resulted from net income of $17.4 million, plus the increase in the accumulated other comprehensive income of $1.4 million, less dividends of $5.3 million, plus $689,000 in stock compensation expense, plus $185,000 for stock issued through options exercised (including tax benefit).

The FDIC’s risk-based capital regulations require that all insured banking organizations maintain an 8.0% total risk-based capital ratio. The FDIC has also established definitions of “well capitalized” as a 5.0% Tier I leverage capital ratio, a 6.0% Tier I risk-based capital ratio and a 10.0% total risk-based capital ratio. All of the Bank’s ratios continue to be above these “well capitalized” levels. The Federal Reserve also has established minimum regulatory capital requirements for bank holding companies.  As of June 30, 2012, the Company had regulatory capital in excess of these minimum requirements with a Tier 1 leverage capital ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio of 10.2%, 12.9% and 14.1%, respectively.

The federal bank regulatory agencies recently issued joint proposed rules that would increase minimum capital ratios, add a new minimum common equity ratio, add a new capital conservation buffer, and would change the risk-weightings of certain assets.  The proposed changes, if implemented, would be phased in from 2013 through 2019.   Management is currently assessing the effect of the proposed rules on the Company and the Bank's capital position.  Community bank associations are currently discussing their concerns with the regulatory agencies regarding the additional regulatory burdens the proposals would place on community banks.

FORWARD-LOOKING STATEMENTS

This document (including information incorporated by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. The factors, which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries are detailed in the “Risk Factors” section included under Item 1a. of Part I of our Form 10-K. In addition to the risk factors described in that section, there are other factors that may impact any public company, including ours, which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries.  These additional factors include, but are not limited to, the following:

 
65

 
·  
Legislative or regulatory changes or actions, including the “Dodd-Frank Wall Street Reform and Consumer Protection Act” and the regulations required to be promulgated thereunder, as well as rules recently proposed by the federal banking regulatory agencies concerning certain increased capital requirements, which may adversely affect the business of the Company and its subsidiaries.
·  
The costs, effects and outcomes of existing or future litigation.
·  
Changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board.
·  
The ability of the Company to manage risks associated with the foregoing as well as anticipated.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk represents the Company’s primary market risk exposure. The Company does not have a material exposure to foreign currency exchange risk, does not have any material amount of derivative financial instruments and does not maintain a trading portfolio. The board of directors annually reviews and approves the policy used to manage interest rate risk. The policy was last reviewed and approved in May 2012. The policy sets guidelines for balance sheet structure, which are designed to protect the Company from the impact that interest rate changes could have on net income, but does not necessarily indicate the effect on future net interest income. The Company, through its Asset and Liability Committee, manages interest rate risk by monitoring the computer simulated earnings impact of various rate scenarios and general market conditions. The Company then modifies its long-term risk parameters by attempting to generate the type of loans, investments, and deposits that currently fit the Company’s needs, as determined by the Asset and Liability Committee. This computer simulation analysis measures the net interest income impact of various interest rate scenario changes during the next twelve months. If the change in net interest income is less than 3% of primary capital, the balance sheet structure is considered to be within acceptable risk levels. As of June 30, 2012, the Company’s potential pretax exposure was within the Company’s policy limit, and not significantly different from December 31, 2011.

ITEM 4 – CONTROLS AND PROCEDURES

As required by Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, management has evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of June 30, 2012.  Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.  These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
 
 
66

 
During the quarter ended June 30, 2012, there were no changes to the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect its internal control over financial reporting.
 


































 
67

 




LAKELAND FINANCIAL CORPORATION

FORM 10-Q

June 30, 2012

Part II - Other Information

Item 1. Legal proceedings

There are no material pending legal proceedings to which the Company or its subsidiaries is a party other than ordinary routinelitigation incidental to their respective businesses.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A of Part I of the Company’s 2011 Form 10-K.  Please refer to that section of the Company’s Form 10-K for disclosures regarding the risks and uncertainties related to the Company’s business.

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

The following table provides information as of June 30, 2012 with respect to shares of common stock repurchased by the Company during the quarter then ended:

Issuer Purchases of Equity Securities(a)

             
Maximum Number (or
         
Total Number of
 
Appropriate Dollar
         
Shares Purchased as
 
Value) of Shares that
         
Part of Publicly
 
May Yet Be Purchased
 
Total Number of
 
Average Price
 
Announced Plans or
 
Under the Plans or
Period
Shares Purchased
 
Paid per Share
 
Programs
 
Programs
               
April 1-30
                                 0
 
 $                       0
 
                                        0
 
 $                                          0
May 1-31
                             521
 
                   25.46
 
                                        0
 
                                             0
June 1-30
                                 0
 
                          0
 
                                        0
 
                                             0
               
Total
                             521
 
 $                25.46
 
                                        0
 
 $                                          0


(a)
The shares purchased during the periods were credited to the deferred share accounts of 
 
non-employee directors under the Company’s directors’ deferred compensation plan.  These
shares were purchased in the ordinary course of business and consistent with past practice.

Item 3. Defaults Upon Senior Securities

 
68

 
            None

Item 4. Mine Safety Disclosures

 None

Item 5. Other Information

            None

Item 6. Exhibits

31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
   
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
   
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101*
Interactive Data File
 
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 will be filed by amendment to this Form 10-Q within 30 days of the filing date of this Form 10-Q as permitted by Rule 405 (a)(2)(ii) of regulation S-T: (i) Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011; (ii) Consolidated Statements of Income for the three and six months ended June 30, 2012 and June 30, 2011; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2012 and June 30, 2011; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and June 30, 2011; and (v) Notes to Unaudited Consolidated Financial Statements.
 
   
 
*As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability under those sections.
 






 
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LAKELAND FINANCIAL CORPORATION

FORM 10-Q

June 30, 2012

Part II - Other Information

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.



LAKELAND FINANCIAL CORPORATION
(Registrant)



Date: August 8, 2012
/s/ Michael L. Kubacki
 
Michael L. Kubacki – Chief Executive Officer
   


Date: August 8, 2012
/s/ David M. Findlay
 
David M. Findlay –President
 
and Chief Financial Officer


Date: August 8, 2012
/s/ Teresa A. Bartman
 
Teresa A. Bartman – Senior Vice President-
 
Finance and Controller




 
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