10-Q 1 isba_20130630x10q.htm 10-Q ISBA_2013.06.30_10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the quarterly period ended June 30, 2013
or 
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the transition period from                      to                     
Commission File Number: 0-18415
 
Isabella Bank Corporation
(Exact name of registrant as specified in its charter)
 
Michigan
 
38-2830092
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
identification No.)
 
 
 
401 N. Main St, Mt. Pleasant, MI
 
48858
(Address of principal executive offices)
 
(Zip code)
(989) 772-9471
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  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 “accelerated filer”, “large accelerated filer”, and “smaller reporting company”, in Rule 12b-2 of the Exchange Act (Check One).
Large accelerated filer
 
¨
 
Accelerated filer
 
ý
 
 
 
 
 
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    ý  No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock no par value, 7,711,460 as of 7/25/2013



ISABELLA BANK CORPORATION
QUARTERLY REPORT ON FORM 10-Q
Table of Contents
 


2


Forward Looking Statements
This report contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995, and is included in this statement for purposes of these safe harbor provisions. Forward looking statements, which are based on certain assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects include, but are not limited to, changes in: interest rates, general economic conditions, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the FRB, the quality or composition of the loan or investment portfolios, demand for loan products, fluctuation in the value of collateral securing our loan portfolio, deposit flows, competition, demand for financial services in our market area, and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements. Further information concerning Isabella Bank Corporation and its business, including additional factors that could materially affect our financial results, is included in our filings with the SEC.
The acronyms and abbreviations identified below may be used throughout this 10-Q, or in our other filings. You may find it helpful to refer back to this page while reading this report.
AFS: Available-for-sale
  
GLB Act: Gramm-Leach-Bliley Act of 1999
ALLL: Allowance for loan and lease losses
  
IFRS: International Financial Reporting Standards
AOCI: Accumulated other comprehensive income (loss)
  
IRR: Interest Rate Risk
ASC: FASB Accounting Standards Codification
  
JOBS Act: Jumpstart our Business Startups Act
ASU: FASB Accounting Standards Update
  
LIBOR: London Interbank Offered Rate
ATM: Automated Teller Machine
  
Moody’s: Moody’s Investors Service, Inc
BHC Act: Bank Holding Company Act of 1956
 
N/A: Not applicable
CFPB: Consumer Financial Protection Bureau
 
N/M: Not meaningful
CRA: Community Reinvestment Act
 
NASDAQ: NASDAQ Stock Market Index
DIF: Deposit Insurance Fund
 
NASDAQ Banks: NASDAQ Bank Stock Index
DIFS: Department of Insurance and Financial Services
 
NAV: Net asset value
Directors Plan: Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors
  
NOW: Negotiable order of withdrawal
Dividend Reinvestment Plan: Isabella Bank Corporation Stockholder Dividend Reinvestment Plan and Employee Stock Purchase Plan
 
NSF: Non-sufficient funds
Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
 
OCI: Other comprehensive income (loss)
ESOP: Employee stock ownership plan
 
OMSRs: Originated mortgage servicing rights
Exchange Act: Securities Exchange Act of 1934
 
OREO: Other real estate owned
FASB: Financial Accounting Standards Board
 
OTC: Over-the-Counter
FDI Act: Federal Deposit Insurance Act
 
OTTI: Other-than-temporary impairment
FDIC: Federal Deposit Insurance Corporation
 
PBO: Projected Benefit Obligation
FFIEC: Federal Financial Institutions Examinations Council
 
PCAOB: Public Company Accounting Oversight Board
Fitch: Fitch Ratings
 
Rabbi Trust: A trust established to fund the Directors Plan
FRB: Federal Reserve Bank
  
SEC: U.S. Securities & Exchange Commission
FHLB: Federal Home Loan Bank
  
SOX: Sarbanes-Oxley Act of 2002
Freddie Mac: Federal Home Loan Mortgage Corporation
  
S&P: Standard & Poor
FTE: Fully taxable equivalent
  
TDR: Troubled debt restructuring
GAAP: U.S. generally accepted accounting principles
 
XBRL: eXtensible Business Reporting Language

3


PART I – FINANCIAL INFORMATION
Item 1 – Interim Condensed Consolidated Financial Statements (Unaudited)

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
 
June 30
2013
 
December 31
2012
ASSETS
 
 
 
Cash and cash equivalents
 
 
 
Cash and demand deposits due from banks
$
21,289

 
$
22,634

Interest bearing balances due from banks
77

 
2,286

Total cash and cash equivalents
21,366

 
24,920

Certificates of deposit held in other financial institutions
1,810

 
4,465

Trading securities
950

 
1,573

AFS securities (amortized cost of $499,891 in 2013 and $490,420 in 2012)
499,424

 
504,010

Mortgage loans AFS
743

 
3,633

Loans
 
 
 
Commercial
389,044

 
371,505

Agricultural
87,516

 
83,606

Residential real estate
293,158

 
284,148

Consumer
33,734

 
33,494

Total loans
803,452

 
772,753

Less allowance for loan and lease losses
11,700

 
11,936

Net loans
791,752

 
760,817

Premises and equipment
25,852

 
25,787

Corporate owned life insurance policies
24,101

 
22,773

Accrued interest receivable
5,232

 
5,227

Equity securities without readily determinable fair values
18,242

 
18,118

Goodwill and other intangible assets
46,418

 
46,532

Other assets
15,525

 
12,784

TOTAL ASSETS
$
1,451,415

 
$
1,430,639

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Deposits
 
 
 
Noninterest bearing
$
139,942

 
$
143,735

NOW accounts
173,184

 
181,259

Certificates of deposit under $100 and other savings
468,094

 
455,546

Certificates of deposit over $100
240,204

 
237,127

Total deposits
1,021,424

 
1,017,667

Borrowed funds
262,460

 
241,001

Accrued interest payable and other liabilities
8,243

 
7,482

Total liabilities
1,292,127

 
1,266,150

Shareholders’ equity
 
 
 
Common stock — no par value 15,000,000 shares authorized; issued and outstanding 7,703,589 shares (including 4,742 shares held in the Rabbi Trust) in 2013 and 7,671,846 shares (including 5,130 shares held in the Rabbi Trust) in 2012
137,321

 
136,580

Shares to be issued for deferred compensation obligations
3,871

 
3,734

Retained earnings
22,244

 
19,168

Accumulated other comprehensive income (loss)
(4,148
)
 
5,007

Total shareholders’ equity
159,288

 
164,489

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,451,415

 
$
1,430,639

See notes to interim condensed consolidated financial statements.

4


INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share amounts)
 
Three Months Ended 
 June 30
 
Six Months Ended 
 June 30
 
2013
 
2012
 
2013
 
2012
Interest income
 
 
 
 
 
 
 
Loans, including fees
$
10,280

 
$
10,849

 
$
20,610

 
$
21,789

AFS securities
 
 
 
 
 
 
 
Taxable
1,798

 
1,988

 
3,632

 
3,877

Nontaxable
1,244

 
1,216

 
2,478

 
2,420

Trading securities
9

 
22

 
23

 
64

Federal funds sold and other
109

 
113

 
225

 
242

Total interest income
13,440

 
14,188

 
26,968

 
28,392

Interest expense
 
 
 
 
 
 
 
Deposits
1,822

 
2,368

 
3,696

 
4,880

Borrowings
959

 
1,061

 
1,906

 
2,253

Total interest expense
2,781

 
3,429

 
5,602

 
7,133

Net interest income
10,659

 
10,759

 
21,366

 
21,259

Provision for loan losses
215

 
439

 
515

 
900

Net interest income after provision for loan losses
10,444

 
10,320

 
20,851

 
20,359

Noninterest income
 
 
 
 
 
 
 
Service charges and fees
1,747

 
1,628

 
3,291

 
3,257

Gain (loss) on sale of mortgage loans
249

 
279

 
607

 
658

Earnings on corporate owned life insurance policies
190

 
177

 
359

 
348

Gain (loss) on sale of AFS securities

 

 
99

 
1,003

Other
550

 
460

 
827

 
819

Total noninterest income
2,736

 
2,544

 
5,183

 
6,085

Noninterest expenses
 
 
 
 
 
 
 
Compensation and benefits
5,236

 
5,232

 
10,681

 
10,533

Furniture and equipment
1,192

 
1,170

 
2,381

 
2,260

Occupancy
641

 
599

 
1,306

 
1,240

AFS security impairment loss
 
 
 
 
 
 
 
Total other-than-temporary impairment loss

 

 

 
486

Portion of loss reported in other comprehensive income (loss)

 

 

 
(204
)
Net AFS security impairment loss

 

 

 
282

Other
2,255

 
2,187

 
4,147

 
4,446

Total noninterest expenses
9,324

 
9,188

 
18,515

 
18,761

Income before federal income tax expense
3,856

 
3,676

 
7,519

 
7,683

Federal income tax expense
643

 
672

 
1,219

 
1,445

NET INCOME
$
3,213

 
$
3,004

 
$
6,300

 
$
6,238

Earnings per share
 
 
 
 
 
 
 
Basic
$
0.42

 
$
0.40

 
$
0.82

 
$
0.82

Diluted
$
0.41

 
$
0.39

 
$
0.80

 
$
0.80

Cash dividends per basic share
$
0.21

 
$
0.20

 
$
0.42

 
$
0.40


See notes to interim condensed consolidated financial statements.

5


INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in thousands)
 
Three Months Ended 
 June 30
 
Six Months Ended 
 June 30
 
2013
 
2012
 
2013
 
2012
Net income
$
3,213

 
$
3,004

 
$
6,300

 
$
6,238

Unrealized gains (losses) on AFS securities:
 
 
 
 
 
 
 
Unrealized gains (losses) arising during the period
(11,997
)
 
1,420

 
(13,958
)
 
2,219

Reclassification adjustment for net realized (gains) losses included in net income

 

 
(99
)
 
(1,003
)
Reclassification adjustment for impairment loss included in net income

 

 

 
282

Net unrealized gains (losses)
(11,997
)
 
1,420

 
(14,057
)
 
1,498

Tax effect (1)
3,979

 
(546
)
 
4,902

 
(27
)
Other comprehensive income (loss)
(8,018
)
 
874

 
(9,155
)
 
1,471

Comprehensive income (loss)
$
(4,805
)
 
$
3,878

 
$
(2,855
)
 
$
7,709

 
(1)
See “Note 10 – Federal Income Taxes” for tax effect reconciliation.




















See notes to interim condensed consolidated financial statements.


6


INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Dollars in thousands except per share amounts)
 
 
Common
Stock  Shares
Outstanding
 
Common
Stock
 
Shares to be
Issued for
Deferred
Compensation
Obligations
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Totals
Balance, January 1, 2012
7,589,226

 
$
134,734

 
$
4,524

 
$
13,036

 
$
2,489

 
$
154,783

Comprehensive income (loss)

 

 

 
6,238

 
1,471

 
7,709

Issuance of common stock
54,900

 
1,322

 

 

 

 
1,322

Common stock transferred from the Rabbi Trust to satisfy deferred compensation obligations

 
95

 
(95
)
 

 

 

Share-based payment awards under equity compensation plan

 

 
295

 

 

 
295

Common stock purchased for deferred compensation obligations

 
(225
)
 

 

 

 
(225
)
Common stock repurchased pursuant to publicly announced repurchase plan
(41,581
)
 
(995
)
 

 

 

 
(995
)
Cash dividends ($0.40 per share)

 

 

 
(3,034
)
 

 
(3,034
)
Balance, June 30, 2012
7,602,545

 
$
134,931

 
$
4,724

 
$
16,240

 
$
3,960

 
$
159,855

Balance, January 1, 2013
7,671,846

 
$
136,580

 
$
3,734

 
$
19,168

 
$
5,007

 
$
164,489

Comprehensive income (loss)

 

 

 
6,300

 
(9,155
)
 
(2,855
)
Issuance of common stock
77,568

 
1,900

 

 

 

 
1,900

Common stock transferred from the Rabbi Trust to satisfy deferred compensation obligations

 
121

 
(121
)
 

 

 

Share-based payment awards under equity compensation plan

 

 
258

 

 

 
258

Common stock purchased for deferred compensation obligations

 
(166
)
 

 

 

 
(166
)
Common stock repurchased pursuant to publicly announced repurchase plan
(45,825
)
 
(1,114
)
 

 

 

 
(1,114
)
Cash dividends ($0.42 per share)

 

 

 
(3,224
)
 

 
(3,224
)
Balance, June 30, 2013
7,703,589

 
$
137,321

 
$
3,871

 
$
22,244

 
$
(4,148
)
 
$
159,288











See notes to interim condensed consolidated financial statements.

7



INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
 
Six Months Ended 
 June 30
 
2013
 
2012
OPERATING ACTIVITIES
 
 
 
Net income
$
6,300

 
$
6,238

Reconciliation of net income to net cash provided by operations:
 
 
 
Provision for loan losses
515

 
900

Impairment of foreclosed assets
92

 
17

Depreciation
1,249

 
1,195

Amortization and impairment of OMSRs
210

 
287

Amortization of acquisition intangibles
114

 
133

Net amortization of AFS securities
1,131

 
1,076

AFS security impairment loss

 
282

(Gain) loss on sale of AFS securities
(99
)
 
(1,003
)
Net unrealized (gains) losses on trading securities
18

 
32

Net gain on sale of mortgage loans
(607
)
 
(658
)
Net unrealized (gains) losses on borrowings measured at fair value

 
(33
)
Increase in cash value of corporate owned life insurance policies
(359
)
 
(348
)
Share-based payment awards under equity compensation plan
258

 
295

Origination of loans held-for-sale
(35,014
)
 
(46,386
)
Proceeds from loan sales
38,511

 
47,902

Net changes in operating assets and liabilities which provided (used) cash:
 
 
 
Trading securities
605

 
2,680

Accrued interest receivable
(5
)
 
631

Other assets
914

 
(1,132
)
Accrued interest payable and other liabilities
761

 
(161
)
Net cash provided by (used in) operating activities
14,594

 
11,947

INVESTING ACTIVITIES
 
 
 
Net change in certificates of deposit held in other financial institutions
2,655

 
2,044

Activity in AFS securities
 
 
 
Sales
9,857

 
24,241

Maturities and calls
46,780

 
37,922

Purchases
(67,140
)
 
(112,835
)
Loan principal originations, net
(32,185
)
 
(6,768
)
Proceeds from sales of foreclosed assets
1,556

 
647

Purchases of premises and equipment
(1,314
)
 
(1,298
)
Purchases of corporate owned life insurance policies
(1,092
)
 

Proceeds from redemption of corporate owned life insurance policies
123

 

Net cash provided by (used in) investing activities
(40,760
)
 
(56,047
)

8


INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Dollars in thousands)
 
Six Months Ended 
 June 30
 
2013
 
2012
FINANCING ACTIVITIES
 
 
 
Acceptances and withdrawals of deposits, net
3,757

 
20,664

Increase (decrease) in borrowed funds
21,459

 
18,029

Cash dividends paid on common stock
(3,224
)
 
(3,034
)
Proceeds from issuance of common stock
1,900

 
1,322

Common stock repurchased
(1,114
)
 
(995
)
Common stock purchased for deferred compensation obligations
(166
)
 
(225
)
Net cash provided by (used in) financing activities
22,612

 
35,761

Increase (decrease) in cash and cash equivalents
(3,554
)
 
(8,339
)
Cash and cash equivalents at beginning of period
24,920

 
28,590

Cash and cash equivalents at end of period
$
21,366

 
$
20,251

SUPPLEMENTAL CASH FLOWS INFORMATION:
 
 
 
Interest paid
$
5,667

 
$
7,291

Federal income taxes paid
702

 
836

SUPPLEMENTAL NONCASH INVESTING AND FINANCING INFORMATION:
 
 
 
Transfers of loans to foreclosed assets
$
735

 
$
1,150


















See notes to interim condensed consolidated financial statements.


9


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share amounts)

Note 1 – Basis of Presentation
As used in these notes as well as in Management's Discussion and Analysis of Financial Condition and Results of Operations, references to “Isabella,” “we,” “our,” “us,” and similar terms refer to the consolidated entity consisting of Isabella Bank Corporation and its subsidiaries. Isabella Bank Corporation refers solely to the parent holding company, and Isabella Bank refers to Isabella Bank Corporation’s subsidiary, Isabella Bank.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information, refer to the consolidated financial statements and footnotes thereto included in our annual report for the year ended December 31, 2012.
Our accounting policies are materially the same as those discussed in Note 1 to the Consolidated Financial Statements included in our annual report for the year ended December 31, 2012.
Note 2 – Computation of Earnings Per Share
Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued relate solely to outstanding shares in the Directors Plan.
Earnings per common share have been computed based on the following:
 
Three Months Ended 
 June 30
 
Six Months Ended 
 June 30
 
2013
 
2012
 
2013
 
2012
Average number of common shares outstanding for basic calculation
7,701,042

 
7,592,668

 
7,689,092

 
7,593,462

Average potential effect of shares in the Directors Plan (1)
168,323

 
203,603

 
166,800

 
201,743

Average number of common shares outstanding used to calculate diluted earnings per common share
7,869,365

 
7,796,271

 
7,855,892

 
7,795,205

Net income
$
3,213

 
$
3,004

 
$
6,300

 
$
6,238

Earnings per share
 
 
 
 
 
 
 
Basic
$
0.42

 
$
0.40

 
$
0.82

 
$
0.82

Diluted
$
0.41

 
$
0.39

 
$
0.80

 
$
0.80

(1) 
Exclusive of shares held in the Rabbi Trust
Note 3 – Recently Adopted Accounting Standards Update
ASU No. 2013-02: “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”
In February 2013, ASU No. 2013-02 amended ASC Topic 220, “Comprehensive Income” to require disclosures related to reclassifications out of AOCI in one place. The ASU also requires the disclosure of reclassifications out of AOCI by component. The new authoritative guidance was effective for interim and annual periods beginning after December 15, 2012 and did not have a financial impact on the Corporation, but increased the level of disclosures related to AOCI (see "Note 13 – Accumulated Other Comprehensive Income (Loss)").

10



Note 4 – Trading Securities
Trading securities, at fair value, consist of the following investments at:
 
June 30
2013
 
December 31
2012
States and political subdivisions
$
950

 
$
1,573

Included in net trading losses of $18 during the first six months of 2013 were $4 of net unrealized trading losses on securities that were held in our trading portfolio as of June 30, 2013. Included in net trading losses of $32 during the first six months of 2012 were $10 of net unrealized trading losses on securities that were held in our trading portfolio as of June 30, 2012.
Note 5 – AFS Securities
The amortized cost and fair value of AFS securities, with gross unrealized gains and losses, are as follows at:
 
June 30, 2013

Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Government sponsored enterprises
$
25,184

 
$
16

 
$
951

 
$
24,249

States and political subdivisions
184,157

 
5,567

 
2,422

 
187,302

Auction rate money market preferred
3,200

 

 
257

 
2,943

Preferred stocks
6,800

 
66

 
307

 
6,559

Mortgage-backed securities
151,530

 
862

 
2,985

 
149,407

Collateralized mortgage obligations
129,020

 
1,445

 
1,501

 
128,964

Total
$
499,891

 
$
7,956

 
$
8,423


$
499,424

 
December 31, 2012

Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Government sponsored enterprises
$
25,668

 
$
108

 
$

 
$
25,776

States and political subdivisions
174,118

 
9,190

 
565

 
182,743

Auction rate money market preferred
3,200

 

 
422

 
2,778

Preferred stocks
6,800

 

 
437

 
6,363

Mortgage-backed securities
152,256

 
3,199

 
110

 
155,345

Collateralized mortgage obligations
128,378

 
2,627

 

 
131,005

Total
$
490,420

 
$
15,124

 
$
1,534

 
$
504,010



11


The amortized cost and fair value of AFS securities by contractual maturity at June 30, 2013 are as follows:
 
Maturing
 
Securities with Variable Monthly Payments or Noncontractual Maturities
 
 

Due in
One Year
or Less
 
After One
Year But
Within
Five Years
 
After Five
Years But
Within
Ten Years
 
After
Ten Years
 
 
Total
Government sponsored enterprises
$

 
$
72

 
$
25,112

 
$

 
$

 
$
25,184

States and political subdivisions
9,925

 
35,019

 
92,688

 
46,525

 

 
184,157

Auction rate money market preferred

 

 

 

 
3,200

 
3,200

Preferred stocks

 

 

 

 
6,800

 
6,800

Mortgage-backed securities

 

 

 

 
151,530

 
151,530

Collateralized mortgage obligations

 

 

 

 
129,020

 
129,020

Total amortized cost
$
9,925

 
$
35,091

 
$
117,800

 
$
46,525

 
$
290,550

 
$
499,891

Fair value
$
9,998

 
$
36,221

 
$
119,783

 
$
45,549

 
$
287,873

 
$
499,424

Expected maturities for government sponsored enterprises and states and political subdivisions may differ from contractual maturities because issuers may have the right to call or prepay obligations.
As auction rate money market preferred and preferred stocks have continual call dates, they are not reported by a specific maturity group. Because of their variable monthly payments, mortgage-backed securities and collateralized mortgage obligations are not reported by a specific maturity group.
A summary of the activity related to sales of AFS securities was as follows for the three and six month periods ended:
 
Three Months Ended 
 June 30
 
Six Months Ended 
 June 30
 
2013
 
2012
 
2013
 
2012
Proceeds from sales of AFS securities
$

 
$

 
$
9,857

 
$
24,241

Gross realized gains (losses)
$

 
$

 
$
99

 
$
1,003

Applicable income tax expense (benefit)
$

 
$

 
$
34

 
$
341

The cost basis used to determine the realized gains or losses of securities sold was the amortized cost of the individual investment security as of the trade date.
Information pertaining to AFS securities with gross unrealized losses at June 30, 2013 and December 31, 2012 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
 
June 30, 2013
 
Less Than Twelve Months
 
Twelve Months or More
 
 

Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Total
Unrealized
Losses
Government sponsored enterprises
$
951

 
$
23,043

 
$

 
$

 
$
951

States and political subdivisions
1,901

 
39,297

 
521

 
2,090

 
2,422

Auction rate money market preferred

 

 
257

 
2,943

 
257

Preferred stocks

 

 
307

 
3,493

 
307

Mortgage-backed securities
2,985

 
93,842

 

 

 
2,985

Collateralized mortgage obligations
1,501

 
54,368

 

 

 
1,501

Total
$
7,338

 
$
210,550

 
$
1,085

 
$
8,526

 
$
8,423

Number of securities in an unrealized loss position:
 
 
155

 
 
 
6

 
161


12


 
December 31, 2012
 
Less Than Twelve Months
 
Twelve Months or More
 
 

Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Total
Unrealized
Losses
States and political subdivisions
$
80

 
$
5,019

 
$
485

 
$
2,352

 
$
565

Auction rate money market preferred

 

 
422

 
2,778

 
422

Preferred stocks

 

 
437

 
3,363

 
437

Mortgage-backed securities
110

 
25,499

 

 

 
110

Total
$
190

 
$
30,518

 
$
1,344

 
$
8,493

 
$
1,534

Number of securities in an unrealized loss position:
 
 
15

 
 
 
6

 
21

As of June 30, 2013 and December 31, 2012, we conducted an analysis to determine whether any securities currently in an unrealized loss position should be other-than-temporarily impaired. Such analyses considered, among other factors, the following criteria:
Has the value of the investment declined more than what is deemed to be reasonable based on a risk and maturity adjusted discount rate?
Is the investment credit rating below investment grade?
Is it probable the issuer will be unable to pay the amount when due?
Is it more likely than not that we will not have to sell the security before recovery of its cost basis?
Has the duration of the investment been extended?
During the three month period ended March 31, 2012, we had one state issued student loan auction rate AFS investment security (which is included in states and political subdivisions) that was downgraded by Moody’s from A3 to Caa3. As a result of this downgrade, we engaged the services of an independent investment valuation firm to estimate the amount of credit losses (if any) related to this particular issue as of March 31, 2012. The evaluation calculated a range of estimated credit losses utilizing two different bifurcation methods:
1) Discounted Cash Flow Method.
2) Credit Yield Analysis Method.
The two methods were then weighted, with a higher weighting applied to the Discounted Cash Flow Method, to determine the estimated credit related impairment. As a result of this analysis we recognized an OTTI of $282 in earnings in the quarter ended March 31, 2012.
A summary of key valuation assumptions used in the aforementioned analysis as of March 31, 2012, follows:
 
Discounted Cash Flow Method
Ratings
 
Fitch
Not Rated
Moody’s
Caa3
S&P
A
Seniority
Senior
Discount rate
LIBOR + 6.35%
 
 
 
Credit Yield Analysis Method
Credit discount rate
LIBOR + 4.00%
Average observed discounts based on closed transactions
14.00%
To test for additional impairment of this security during the three and six months ended June 30, 2013, we obtained another investment valuation (from the same firm engaged to perform the initial valuation as of March 31, 2012) as of June 30, 2013. Based on our analysis, no additional OTTI was indicated as of June 30, 2013.

13


The following table provides a roll-forward of credit related impairment recognized in earnings for the:
 
Three Months Ended June 30
 
Six Months Ended June 30
 
2013
 
2012
 
2013
 
2012
Balance at beginning of period
$
282

 
$
282

 
$
282

 
$

Additions to credit losses for which no previous OTTI was recognized

 

 

 
282

Balance at end of period
$
282

 
$
282

 
$
282

 
$
282

Based on our analysis using the above criteria, the fact that we have asserted that we do not have the intent to sell these securities in an unrealized loss position, and considering it is unlikely that we will have to sell the securities before recovery of their cost basis, we do not believe that the values of any other securities are other-than-temporarily impaired as of June 30, 2013, or December 31, 2012.
Note 6 – Loans and ALLL
We grant commercial, agricultural, residential real estate, and consumer loans to customers situated primarily in Clare, Gratiot, Isabella, Mecosta, Midland, Montcalm, and Saginaw counties in Michigan. The ability of the borrowers to honor their repayment obligations is often dependent upon the real estate, agricultural, light manufacturing, retail, gaming, tourism, higher education, and general economic conditions of this region. Substantially all of our consumer and residential real estate loans are secured by various items of property, while commercial loans are secured primarily by real estate, business assets, and personal guarantees; a portion of loans are unsecured.
Loans that we have the intent and ability to hold in our portfolio are reported at their outstanding principal balance adjusted for any charge-offs, the ALLL, and any deferred fees or costs. Interest income on loans is accrued over the term of the loan based on the principal amount outstanding. Loan origination fees and certain direct loan origination costs are capitalized and recognized as a component of interest income over the term of the loan using the level yield method.
The accrual of interest on commercial, agricultural, and residential real estate loans is typically discontinued at the time the loan is 90 days or more past due unless the credit is well-secured and in the process of collection. Consumer loans are typically charged-off no later than 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.
For loans that are placed on nonaccrual status or charged-off, all interest accrued in the current calendar year, but not collected, is reversed against interest income while interest accrued in prior calendar years, but not collected, is charged against the ALLL. The interest on these loans is accounted for on the cash basis, until qualifying for return to accrual status. Loans are typically returned to accrual status after six months of continuous performance. For impaired loans not classified as nonaccrual, interest income continues to be accrued over the term of the loan based on the principal amount outstanding.
Commercial and agricultural loans include loans for commercial real estate, commercial operating loans, farmland and agricultural production, and states and political subdivisions. Repayment of these loans is often dependent upon the successful operation and management of a business. We minimize our risk by limiting the amount of credit exposure to any one borrower to $12,500. Borrowers with credit needs of more than $12,500 are serviced through the use of loan participations with other commercial banks. Commercial and agricultural real estate loans generally require loan-to-value limits of less than 80%. Depending upon the type of loan, past credit history, and current operating results, we may require the borrower to pledge accounts receivable, inventory, and property and equipment. Personal guarantees are generally required from the owners of closely held corporations, partnerships, and sole proprietorships. In addition, we require annual financial statements, prepare cash flow analyses, and review credit reports as deemed necessary.
We offer adjustable rate mortgages, fixed rate balloon mortgages, construction loans, and fixed rate mortgage loans which typically have amortization periods up to a maximum of 30 years. Fixed rate loans with an amortization of greater than 15 years are generally sold upon origination to Freddie Mac. Fixed rate residential real estate loans with an amortization of 15 years or less may be held in our portfolio, held for future sale, or sold upon origination. We consider the direction of interest rates, the sensitivity of our balance sheet to changes in interest rates, and overall loan demand to determine whether or not to sell these loans to Freddie Mac.
Our lending policies generally limit the maximum loan-to-value ratio on residential real estate loans to 95% of the lower of the appraised value of the property or the purchase price, with the condition that private mortgage insurance is required on loans with loan-to-value ratios in excess of 80%. Substantially all loans upon origination have a loan to value ratio of less than 80%. Underwriting criteria for residential real estate loans include: evaluation of the borrower’s ability to make monthly payments,

14


the value of the property securing the loan, ensuring the payment of principal, interest, taxes, and hazard insurance does not exceed 28% of a borrower’s gross income, all debt servicing does not exceed 36% of income, acceptable credit reports, verification of employment, income, and financial information. Appraisals are performed by independent appraisers and reviewed internally. All mortgage loan requests are reviewed by our mortgage loan committee or through a secondary market automated underwriting system; loans in excess of $400 require the approval of our Internal Loan Committee, the Board of Directors’ Loan Committee, or the Board of Directors.
Consumer loans include automobile loans, secured and unsecured personal loans, and overdraft protection related loans. Loans are amortized generally for a period of up to 6 years. The underwriting emphasis is on a borrower’s perceived intent and ability to pay rather than collateral value. No consumer loans are sold to the secondary market.
The ALLL is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the ALLL when we believe the uncollectability of the loan balance is confirmed. Subsequent recoveries, if any, are credited to the ALLL.
The ALLL is evaluated on a regular basis and is based upon a periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
The primary factors behind the determination of the level of the ALLL are specific allocations for impaired loans, historical loss percentages, as well as unallocated components. Specific allocations for impaired loans are primarily determined based on the difference between the net realizable value of the loan’s underlying collateral or the net present value of the projected payment stream and our recorded investment. Historical loss allocations were calculated at the loan class and segment levels based on a migration analysis of the loan portfolio over the preceding five years. An unallocated component is maintained to cover uncertainties that we believe affect our estimate of probable losses based on qualitative factors. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
A summary of changes in the ALLL and the recorded investment in loans by segments follows:
 
Allowance for Loan Losses
 
Three Months Ended June 30, 2013

Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
April 1, 2013
$
6,897

 
$
321

 
$
3,634

 
$
732

 
$
325

 
$
11,909

Loans charged-off
(234
)
 

 
(397
)
 
(88
)
 

 
(719
)
Recoveries
166

 

 
61

 
68

 

 
295

Provision for loan losses
(357
)
 
14

 
378

 
(65
)
 
245

 
215

June 30, 2013
$
6,472

 
$
335

 
$
3,676

 
$
647

 
$
570

 
$
11,700

 
Allowance for Loan Losses
 
Six Months Ended June 30, 2013

Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
January 1, 2013
$
6,862

 
$
407

 
$
3,627

 
$
666

 
$
374

 
$
11,936

Loans charged-off
(445
)
 

 
(587
)
 
(209
)
 

 
(1,241
)
Recoveries
223

 

 
114

 
153

 

 
490

Provision for loan losses
(168
)
 
(72
)
 
522

 
37

 
196

 
515

June 30, 2013
$
6,472

 
$
335

 
$
3,676

 
$
647

 
$
570

 
$
11,700


15


 
Allowance for Loan Losses and Recorded Investment in Loans
 
June 30, 2013
 
Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
ALLL
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
1,642

 
$
31

 
$
1,744

 
$

 
$

 
$
3,417

Collectively evaluated for impairment
4,830

 
304

 
1,932

 
647

 
570

 
8,283

Total
$
6,472

 
$
335

 
$
3,676

 
$
647

 
$
570

 
$
11,700

Loans
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
13,639

 
$
576

 
$
10,720

 
$
54

 
 
 
$
24,989

Collectively evaluated for impairment
375,405

 
86,940

 
282,438

 
33,680

 
 
 
778,463

Total
$
389,044

 
$
87,516

 
$
293,158

 
$
33,734

 
 
 
$
803,452

 
Allowance for Loan Losses
 
Three Months Ended June 30, 2012

Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
April 1, 2012
$
5,728

 
$
859

 
$
3,702

 
$
625

 
$
1,461

 
$
12,375

Loans charged-off
(237
)
 

 
(238
)
 
(146
)
 

 
(621
)
Recoveries
42

 

 
20

 
63

 

 
125

Provision for loan losses
475

 
(426
)
 
185

 
125

 
80

 
439

June 30, 2012
$
6,008

 
$
433

 
$
3,669

 
$
667

 
$
1,541

 
$
12,318

 
Allowance for Loan Losses
 
Six Months Ended June 30, 2012

Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
January 1, 2012
$
6,284

 
$
1,003

 
$
2,980

 
$
633

 
$
1,475

 
$
12,375

Loans charged-off
(686
)
 

 
(353
)
 
(237
)
 

 
(1,276
)
Recoveries
128

 

 
61

 
130

 

 
319

Provision for loan losses
282

 
(570
)
 
981

 
141

 
66

 
900

June 30, 2012
$
6,008

 
$
433

 
$
3,669

 
$
667

 
$
1,541

 
$
12,318

 
Allowance for Loan Losses and Recorded Investment in Loans
 
December 31, 2012
 
Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
ALLL
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
2,050

 
$
91

 
$
1,796

 
$

 
$

 
$
3,937

Collectively evaluated for impairment
4,812

 
316

 
1,831

 
666

 
374

 
7,999

Total
$
6,862

 
$
407

 
$
3,627

 
$
666

 
$
374

 
$
11,936

Loans
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
14,456

 
$
723

 
$
10,704

 
$
75

 
 
 
$
25,958

Collectively evaluated for impairment
357,049

 
82,883

 
273,444

 
33,419

 
 
 
746,795

Total
$
371,505


$
83,606

 
$
284,148

 
$
33,494

 
 
 
$
772,753


16


The following table displays the credit quality indicators for commercial and agricultural credit exposures based on internally assigned credit ratings as of:
 
June 30, 2013
 
Commercial
 
Agricultural

Real Estate
 
Other
 
Total
 
Real Estate
 
Other
 
Total
Rating
 
 
 
 
 
 
 
 
 
 

2 - High quality
$
21,836

 
$
16,358

 
$
38,194

 
$
3,523

 
$
3,273

 
$
6,796

3 - High satisfactory
94,390

 
40,835

 
135,225

 
24,305

 
14,758

 
39,063

4 - Low satisfactory
133,379

 
44,636

 
178,015

 
24,782

 
13,248

 
38,030

5 - Special mention
14,315

 
1,314

 
15,629

 
803

 
201

 
1,004

6 - Substandard
17,350

 
2,138

 
19,488

 
958

 
1,268

 
2,226

7 - Vulnerable
1,068

 
78

 
1,146

 

 
248

 
248

8 - Doubtful
1,327

 
20

 
1,347

 

 
149

 
149

Total
$
283,665

 
$
105,379

 
$
389,044

 
$
54,371

 
$
33,145

 
$
87,516

 
December 31, 2012
 
Commercial
 
Agricultural

Real Estate
 
Other
 
Total
 
Real Estate
 
Other
 
Total
Rating
 
 
 
 
 
 
 
 
 
 
 
2 - High quality
$
25,209

 
$
15,536

 
$
40,745

 
$
2,955

 
$
2,313

 
$
5,268

3 - High satisfactory
83,805

 
28,974

 
112,779

 
16,972

 
11,886

 
28,858

4 - Low satisfactory
127,423

 
45,143

 
172,566

 
27,291

 
15,437

 
42,728

5 - Special mention
16,046

 
1,692

 
17,738

 
1,008

 
3,191

 
4,199

6 - Substandard
20,029

 
2,224

 
22,253

 
1,167

 
1,217

 
2,384

7 - Vulnerable
1,512

 
2,294

 
3,806

 

 

 

8 - Doubtful
1,596

 
22

 
1,618

 

 
169

 
169

Total
$
275,620

 
$
95,885

 
$
371,505

 
$
49,393

 
$
34,213

 
$
83,606

Internally assigned risk ratings are reviewed, at a minimum, when loans are renewed or when management has knowledge of improvements or deterioration of the credit quality of individual credits. Descriptions of the internally assigned risk ratings for commercial and agricultural loans are as follows:
1. EXCELLENT – Substantially Risk Free
Credit has strong financial condition and solid earnings history, characterized by:
High liquidity, strong cash flow, low leverage.
Unquestioned ability to meet all obligations when due.
Experienced management, with management succession in place.
Secured by cash.
2. HIGH QUALITY – Limited Risk
Credit with sound financial condition and has a positive trend in earnings supplemented by:
Favorable liquidity and leverage ratios.
Ability to meet all obligations when due.
Management with successful track record.
Steady and satisfactory earnings history.
If loan is secured, collateral is of high quality and readily marketable.
Access to alternative financing.
Well defined primary and secondary source of repayment.
If supported by guaranty, the financial strength and liquidity of the guarantor(s) are clearly evident.

17


3. HIGH SATISFACTORY – Reasonable Risk
Credit with satisfactory financial condition and further characterized by:
Working capital adequate to support operations.
Cash flow sufficient to pay debts as scheduled.
Management experience and depth appear favorable.
Loan performing according to terms.
If loan is secured, collateral is acceptable and loan is fully protected.
4. LOW SATISFACTORY – Acceptable Risk
Credit with bankable risks, although some signs of weaknesses are shown:
Would include most start-up businesses.
Occasional instances of trade slowness or repayment delinquency – may have been 10-30 days slow within the past year.
Management’s abilities are apparent, yet unproven.
Weakness in primary source of repayment with adequate secondary source of repayment.
Loan structure generally in accordance with policy.
If secured, loan collateral coverage is marginal.
Adequate cash flow to service debt, but coverage is low.
To be classified as less than satisfactory, only one of the following criteria must be met.
5. SPECIAL MENTION – Criticized
Credit constitutes an undue and unwarranted credit risk but not to the point of justifying a classification of substandard. The credit risk may be relatively minor yet constitute an unwarranted risk in light of the circumstances surrounding a specific loan:
Downward trend in sales, profit levels, and margins.
Impaired working capital position.
Cash flow is strained in order to meet debt repayment.
Loan delinquency (30-60 days) and overdrafts may occur.
Shrinking equity cushion.
Diminishing primary source of repayment and questionable secondary source.
Management abilities are questionable.
Weak industry conditions.
Litigation pending against the borrower.
Collateral or guaranty offers limited protection.
Negative debt service coverage, however the credit is well collateralized and payments are current.
6. SUBSTANDARD – Classified
Credit where the borrower’s current net worth, paying capacity, and value of the collateral pledged is inadequate. There is a distinct possibility that we will implement collection procedures if the loan deficiencies are not corrected. In addition, the following characteristics may apply:
Sustained losses have severely eroded the equity and cash flow.
Deteriorating liquidity.
Serious management problems or internal fraud.
Original repayment terms liberalized.
Likelihood of bankruptcy.
Inability to access other funding sources.
Reliance on secondary source of repayment.
Litigation filed against borrower.
Collateral provides little or no value.
Requires excessive attention of the loan officer.
Borrower is uncooperative with loan officer.

18


7. VULNERABLE – Classified
Credit is considered “Substandard” and warrants placing on nonaccrual. Risk of loss is being evaluated and exit strategy options are under review. Other characteristics that may apply:
Insufficient cash flow to service debt.
Minimal or no payments being received.
Limited options available to avoid the collection process.
Transition status, expect action will take place to collect loan without immediate progress being made.
8. DOUBTFUL – Workout
Credit has all the weaknesses inherent in a “Substandard” loan with the added characteristic that collection and/or liquidation is pending. The possibility of a loss is extremely high, but its classification as a loss is deferred until liquidation procedures are completed, or reasonably estimable. Other characteristics that may apply:
Normal operations are severely diminished or have ceased.
Seriously impaired cash flow.
Original repayment terms materially altered.
Secondary source of repayment is inadequate.
Survivability as a “going concern” is impossible.
Collection process has begun.
Bankruptcy petition has been filed.
Judgments have been filed.
Portion of the loan balance has been charged-off.
Our primary credit quality indicators for residential real estate and consumer loans is the individual loan’s past due aging. The following tables summarize the past due and current loans as of:
 
June 30, 2013
 
Accruing Interest
and Past Due:
 
 
 
Total Past Due and Nonaccrual
 
 
 
 

30-59
Days
 
60-89
Days
 
90 Days
or More
 
Nonaccrual
 
 
Current
 
Total
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
1,224

 
$
490

 
$

 
$
1,806

 
$
3,520

 
$
280,145

 
$
283,665

Commercial other
403

 
113

 
192

 
78

 
786

 
104,593

 
105,379

Total commercial
1,627

 
603

 
192

 
1,884

 
4,306

 
384,738

 
389,044

Agricultural
 
 
 
 
 
 
 
 
 
 
 
 
 
Agricultural real estate
377

 
19

 

 

 
396

 
53,975

 
54,371

Agricultural other

 
12

 

 
248

 
260

 
32,885

 
33,145

Total agricultural
377

 
31

 

 
248

 
656

 
86,860

 
87,516

Residential real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior liens
2,461

 
462

 
316

 
1,427

 
4,666

 
234,597

 
239,263

Junior liens
199

 
29

 

 
71

 
299

 
14,220

 
14,519

Home equity lines of credit
90

 
25

 

 

 
115

 
39,261

 
39,376

Total residential real estate
2,750

 
516

 
316

 
1,498

 
5,080

 
288,078

 
293,158

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured
46

 

 
12

 
21

 
79

 
28,984

 
29,063

Unsecured
19

 
6

 

 

 
25

 
4,646

 
4,671

Total consumer
65

 
6

 
12

 
21

 
104

 
33,630

 
33,734

Total
$
4,819

 
$
1,156

 
$
520

 
$
3,651

 
$
10,146

 
$
793,306

 
$
803,452


19


 
 
December 31, 2012
 
Accruing Interest
and Past Due:
 
 
 
Total Past Due and Nonaccrual
 
 
 
 

30-59
Days
 
60-89
Days
 
90 Days
or More
 
Nonaccrual
 
 
Current
 
Total
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
1,304

 
$
161

 
$
63

 
$
2,544

 
$
4,072

 
$
271,548

 
$
275,620

Commercial other
606

 

 
40

 
2,294

 
2,940

 
92,945

 
95,885

Total commercial
1,910

 
161

 
103

 
4,838

 
7,012

 
364,493

 
371,505

Agricultural
 
 
 
 
 
 
 
 
 
 
 
 
 
Agricultural real estate

 

 

 

 

 
49,393

 
49,393

Agricultural other
90

 

 

 
169

 
259

 
33,954

 
34,213

Total agricultural
90

 

 

 
169

 
259

 
83,347

 
83,606

Residential real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior liens
2,000

 
346

 
320

 
2,064

 
4,730

 
223,532

 
228,262

Junior liens
232

 

 

 
50

 
282

 
16,207

 
16,489

Home equity lines of credit
237

 

 

 
182

 
419

 
38,978

 
39,397

Total residential real estate
2,469

 
346

 
320

 
2,296

 
5,431

 
278,717

 
284,148

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured
127

 
33

 
4

 

 
164

 
28,118

 
28,282

Unsecured
31

 
3

 
1

 

 
35

 
5,177

 
5,212

Total consumer
158

 
36

 
5

 

 
199

 
33,295

 
33,494

Total
$
4,627

 
$
543

 
$
428

 
$
7,303

 
$
12,901

 
$
759,852

 
$
772,753

Impaired Loans
Loans may be classified as impaired if they meet one or more of the following criteria:
1.
There has been a charge-off of its principal balance (in whole or in part),
2.
The loan has been classified as a TDR, or
3.
The loan is in nonaccrual status.
Impairment is measured on a loan-by-loan basis for commercial and agricultural loans by comparing the loan’s outstanding balance to the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral, less cost to sell, if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Impairment is measured on a loan-by-loan basis for residential real estate and consumer loans by comparing the loan’s outstanding balance to the present value of expected future cash flows discounted at the loan’s effective interest rate.

20


We do not recognize interest income on impaired loans in nonaccrual status. For impaired loans not in nonaccrual status, interest income is recognized daily, as earned, according to the terms of the loan agreement. The following is a summary of information pertaining to impaired loans as of, and for the periods ended:
 
June 30, 2013
 
December 31, 2012
 
Outstanding Balance
 
Unpaid Principal Balance
 
Valuation Allowance
 
Outstanding Balance
 
Unpaid Principal Balance
 
Valuation Allowance
Impaired loans with a valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
6,919

 
$
7,420

 
$
1,578

 
$
7,295

 
$
7,536

 
$
1,653

Commercial other
1,468

 
1,468

 
64

 
2,140

 
2,140

 
397

Agricultural real estate
91

 
91

 
31

 
91

 
91

 
32

Agricultural other

 

 

 
420

 
420

 
59

Residential real estate senior liens
10,475

 
11,675

 
1,731

 
10,450

 
11,672

 
1,783

Residential real estate junior liens
71

 
109

 
13

 
72

 
118

 
13

Total impaired loans with a valuation allowance
$
19,024

 
$
20,763

 
$
3,417

 
$
20,468

 
$
21,977

 
$
3,937

Impaired loans without a valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
4,405

 
$
5,139

 
 
 
$
3,749

 
$
4,408

 
 
Commercial other
847

 
958

 
 
 
1,272

 
1,433

 
 
Agricultural real estate
132

 
132

 
 
 

 

 
 
Agricultural other
353

 
473

 
 
 
212

 
332

 
 
Home equity lines of credit
174

 
474

 
 
 
182

 
482

 
 
Consumer secured
54

 
54

 
 
 
75

 
84

 
 
Total impaired loans without a valuation allowance
$
5,965

 
$
7,230

 
 
 
$
5,490

 
$
6,739

 
 
Impaired loans
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
13,639

 
$
14,985

 
$
1,642

 
$
14,456

 
$
15,517

 
$
2,050

Agricultural
576

 
696

 
31

 
723

 
843

 
91

Residential real estate
10,720

 
12,258

 
1,744

 
10,704

 
12,272

 
1,796

Consumer
54

 
54

 

 
75

 
84

 

Total impaired loans
$
24,989

 
$
27,993

 
$
3,417

 
$
25,958

 
$
28,716

 
$
3,937


21


 
Three Months Ended 
 June 30, 2013
 
Six Months Ended 
 June 30, 2013
 
Average Outstanding Balance
 
Interest Income Recognized
 
Average Outstanding Balance
 
Interest Income Recognized
Impaired loans with a valuation allowance
 
 
 
 
 
 
 
Commercial real estate
$
7,990

 
$
102

 
$
8,084

 
$
221

Commercial other
764

 
37

 
932

 
38

Agricultural real estate
91

 
1

 
124

 
4

Agricultural other

 

 
105

 

Residential real estate senior liens
10,466

 
110

 
10,460

 
209

Residential real estate junior liens
85

 
1

 
85

 
1

Total impaired loans with a valuation allowance
$
19,396

 
$
251

 
$
19,790

 
$
473

Impaired loans without a valuation allowance
 
 
 
 
 
 
 
Commercial real estate
$
3,954

 
$
85

 
$
3,790

 
$
158

Commercial other
1,020

 
19

 
1,126

 
59

Agricultural real estate
133

 
2

 
67

 
2

Agricultural other
458

 
(11
)
 
423

 
(4
)
Home equity lines of credit
179

 
5

 
181

 
9

Consumer secured
63

 
1

 
68

 
2

Total impaired loans without a valuation allowance
$
5,807

 
$
101

 
$
5,655

 
$
226

Impaired loans
 
 
 
 
 
 
 
Commercial
$
13,728

 
$
243

 
$
13,932

 
$
476

Agricultural
682

 
(8
)
 
719

 
2

Residential real estate
10,730

 
116

 
10,726

 
219

Consumer
63

 
1

 
68

 
2

Total impaired loans
$
25,203

 
$
352

 
$
25,445

 
$
699


22


 
Three Months Ended 
 June 30, 2012
 
Six Months Ended 
 June 30, 2012
 
Average Outstanding Balance
 
Interest Income Recognized
 
Average Outstanding Balance
 
Interest Income Recognized
Impaired loans with a valuation allowance
 
 
 
 
 
 
 
Commercial real estate
$
6,444

 
$
83

 
$
6,165

 
$
181

Commercial other
829

 
16

 
777

 
28

Agricultural real estate

 

 

 

Agricultural other
2,145

 
36

 
2,306

 
73

Residential real estate senior liens
7,862

 
92

 
7,706

 
175

Residential real estate junior liens
175

 
2

 
183

 
4

Total impaired loans with a valuation allowance
$
17,455

 
$
229

 
$
17,137

 
$
461

Impaired loans without a valuation allowance
 
 
 
 
 
 
 
Commercial real estate
$
6,789

 
$
112

 
$
7,299

 
$
179

Commercial other
2,249

 
34

 
1,777

 
65

Agricultural real estate
274

 

 
232

 

Agricultural other
607

 
3

 
595

 
7

Home equity lines of credit
195

 
4

 
197

 
8

Consumer secured
89

 
1

 
95

 
3

Total impaired loans without a valuation allowance
$
10,203

 
$
154

 
$
10,195

 
$
262

Impaired loans
 
 
 
 
 
 
 
Commercial
$
16,311

 
$
245

 
$
16,018

 
$
453

Agricultural
3,026

 
39

 
3,133

 
80

Residential real estate
8,232

 
98

 
8,086

 
187

Consumer
89

 
1

 
95

 
3

Total impaired loans
$
27,658

 
$
383

 
$
27,332

 
$
723

As of June 30, 2013 and December 31, 2012, we had committed to advance $61 and $9, respectively, in connection with impaired loans, which include TDRs.
Troubled Debt Restructurings
Loan modifications are considered to be TDRs when the modification includes terms outside of normal lending practices to a borrower who is experiencing financial difficulties.
Typical concessions granted include, but are not limited to:
1.
Agreeing to interest rates below prevailing market rates for debt with similar risk characteristics.
2.
Extending the amortization period beyond typical lending guidelines for debt with similar risk characteristics.
3.
Forbearance of principal.
4.
Forbearance of accrued interest.
To determine if a borrower is experiencing financial difficulties, we consider if:
1.
The borrower is currently in default on any of their debt.
2.
The borrower would likely default on any of their debt if the concession was not granted.
3.
The borrower’s cash flow was insufficient to service all of their debt if the concession was not granted.
4.
The borrower has declared, or is in the process of declaring, bankruptcy.
5.
The borrower is unlikely to continue as a going concern (if the entity is a business).

23


The following is a summary of information pertaining to TDRs granted in the periods ended:
 
Three Months Ended June 30, 2013
 
Six Months Ended June 30, 2013
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Post-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Post-Modification Recorded Investment
Commercial other
7

 
$
3,153

 
$
2,957

 
7

 
$
3,153

 
$
2,957

Agricultural other

 

 

 
1

 
134

 
134

Residential real estate senior liens
7

 
635

 
635

 
15

 
1,435

 
1,418

Total
14

 
$
3,788

 
$
3,592

 
23

 
$
4,722

 
$
4,509

 
Three Months Ended June 30, 2012
 
Six Months Ended June 30, 2012
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Post-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Post-Modification Recorded Investment
Commercial other
5

 
$
305

 
$
305

 
26

 
$
4,891

 
$
4,891

Agricultural other

 

 

 
6

 
561

 
561

Residential real estate senior liens
7

 
684

 
684

 
12

 
1,405

 
1,405

Total
12

 
$
989

 
$
989

 
44

 
$
6,857

 
$
6,857

 
Three Months Ended June 30, 2013
 
Six Months Ended June 30, 2013

Below Market Interest Rate
 
Below Market Interest Rate and Extension of Amortization Period
 
Below Market Interest Rate
 
Below Market Interest Rate and Extension of Amortization Period
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
Commercial other
3

 
$
1,357

 
4

 
$
1,796

 
3

 
$
1,357

 
4

 
$
1,796

Agricultural other

 

 

 

 
1

 
134

 

 

Residential real estate senior liens
4

 
414

 
3

 
221

 
7

 
625

 
8

 
810

Total
7

 
$
1,771

 
7

 
$
2,017

 
11

 
$
2,116

 
12

 
$
2,606

 
Three Months Ended June 30, 2012
 
Six Months Ended June 30, 2012

Below Market Interest Rate
 
Below Market Interest Rate and Extension of Amortization Period
 
Below Market Interest Rate
 
Below Market Interest Rate and Extension of Amortization Period
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
Commercial other
3

 
$
160

 
2

 
$
145

 
24

 
$
4,746

 
2

 
$
145

Agricultural other

 

 

 

 
6

 
561

 

 

Residential real estate senior liens
4

 
324

 
3

 
360

 
4

 
324

 
8

 
1,081

Total
7

 
$
484

 
5

 
$
505

 
34

 
$
5,631

 
10

 
$
1,226

We did not restructure any loans through the forbearance of principal or accrued interest in the three and six month periods ended June 30, 2013 or 2012.
Based on our historical loss experience, losses associated with TDRs are not significantly different than other impaired loans within the same loan segment. As such, TDRs, including TDRs that have been modified in the past 12 months that subsequently defaulted, are analyzed in the same manner as other impaired loans within their respective loan segment.
We had no loans that defaulted in the three and six month periods ended June 30, 2013, which were modified within 12 months prior to the default date.

24


Following is a summary of loans that defaulted in the three and six month periods ended June 30, 2012, which were modified within 12 months prior to the default date:
 
Three Months Ended June 30, 2012
 
Six Months Ended June 30, 2012
 
Number of Loans
 
Pre-
Default
Recorded
Investment
 
Charge-Off
Recorded
Upon
Default
 
Post-
Default
Recorded
Investment
 
Number of Loans
 
Pre-
Default
Recorded
Investment
 
Charge-Off
Recorded
Upon
Default
 
Post-
Default
Recorded
Investment
Commercial other
2

 
$
50

 
$
25

 
$
25

 
3

 
$
132

 
$
67

 
$
65

Residential real estate senior liens

 

 

 

 
1

 
47

 
43

 
4

Consumer secured
1

 
8

 
8

 

 
1

 
8

 
8

 

Total
3

 
$
58

 
$
33

 
$
25

 
5

 
$
187

 
$
118

 
$
69

The following is a summary of TDR loan balances as of:
 
June 30
2013
 
December 31
2012
TDRs
$
20,857

 
$
19,355

Note 7 – Equity Securities Without Readily Determinable Fair Values
Included in equity securities without readily determinable fair values are restricted securities, which are carried at cost, and investments in unconsolidated entities accounted for under the equity method of accounting.
Equity securities without readily determinable fair values consist of the following as of:

June 30
2013
 
December 31
2012
FHLB Stock
$
8,100

 
$
7,850

Corporate Settlement Solutions, LLC
6,919

 
7,040

FRB Stock
1,879

 
1,879

Valley Financial Corporation
1,000

 
1,000

Other
344

 
349

Total
$
18,242

 
$
18,118

Note 8 – Borrowed Funds
Borrowed funds consist of the following obligations as of:

June 30
2013
 
December 31
2012
FHLB advances
$
162,000

 
$
152,000

Securities sold under agreements to repurchase without stated maturity dates
71,668

 
66,147

Securities sold under agreements to repurchase with stated maturity dates
16,292

 
16,284

Federal funds purchased
12,500

 
6,570

Total
$
262,460

 
$
241,001

The FHLB advances are collateralized by a blanket lien on all qualified 1-4 family residential real estate loans and certain mortgage-backed securities and collateralized mortgage obligations. Advances are also secured by our holdings of FHLB stock. As of June 30, 2013, we had the ability to borrow up to an additional $91,951, based on assets pledged as collateral. During the first quarter of 2013 and 2012, we reduced funding costs by modifying the term of $30,000 and $60,000, respectively, of FHLB advances.

25


The following table lists the maturity and weighted average interest rates of FHLB advances as of:
 
June 30, 2013
 
December 31, 2012

Amount
 
Rate
 
Amount
 
Rate
Fixed rate advances due 2013
$
10,000

 
0.33
%
 
$

 
%
Fixed rate advances due 2014
10,000

 
0.48
%
 
10,000

 
0.48
%
Fixed rate advances due 2015
32,000

 
0.84
%
 
42,000

 
1.12
%
Fixed rate advances due 2016
10,000

 
2.15
%
 
10,000

 
2.15
%
Fixed rate advances due 2017
30,000

 
1.95
%
 
40,000

 
2.15
%
Fixed rate advances due 2018
30,000

 
2.49
%
 
20,000

 
2.86
%
Fixed rate advances due 2019
20,000

 
3.11
%
 
20,000

 
3.73
%
Fixed rate advances due 2020
10,000

 
1.98
%
 
10,000

 
1.98
%
Fixed rate advances due 2023
10,000

 
3.90
%
 

 
%
Total
$
162,000

 
1.92
%
 
$
152,000

 
2.05
%
Securities sold under agreements to repurchase are classified as secured borrowings. Securities sold under agreements to repurchase without stated maturity dates generally mature within one to four days from the transaction date. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. The securities underlying the agreements have a carrying value and a fair value of $122,362 and $143,322 at June 30, 2013 and December 31, 2012, respectively. Such securities remain under our control. We may be required to provide additional collateral based on the fair value of underlying securities.
The following table provides a summary of short-term borrowings for the three and six month periods ended:
 
Three Months Ended June 30, 2013
 
Three Months Ended June 30, 2012
 
Maximum Month End Balance
 
Average Balance
 
Weighted Average Interest Rate During the Period
 
Maximum Month End Balance
 
Average Balance
 
Weighted Average Interest Rate During the Period
Securities sold under agreements to repurchase without stated maturity dates
$
71,668

 
$
69,692

 
0.15
%
 
$
58,584

 
$
58,045

 
0.20
%
Federal funds purchased
13,700

 
6,022

 
0.57
%
 
17,900

 
7,025

 
0.47
%
 
Six Months Ended June 30, 2013
 
Six Months Ended June 30, 2012
 
Maximum Month End Balance
 
Average Balance
 
Weighted Average Interest Rate During the Period
 
Maximum Month End Balance
 
Average Balance
 
Weighted Average Interest Rate During the Period
Securities sold under agreements to repurchase without stated maturity dates
$
71,668

 
$
65,363

 
0.15
%
 
$
58,584

 
$
55,436

 
0.11
%
Federal funds purchased
13,700

 
3,646

 
0.56
%
 
17,900

 
3,552

 
0.23
%
We had pledged certificates of deposit held in other financial institutions, trading securities, AFS securities, and 1-4 family residential real estate loans in the following amounts at:
 
June 30
2013
 
December 31
2012
Pledged to secure borrowed funds
$
307,647

 
$
308,628

Pledged to secure repurchase agreements
122,362

 
143,322

Pledged for public deposits and for other purposes necessary or required by law
22,331

 
22,955

Total
$
452,340

 
$
474,905

We had no investment securities that are restricted to be pledged for specific purposes.


26


Note 9 – Other Noninterest Expenses
A summary of expenses included in other noninterest expenses are as follows for the:
 
Three Months Ended 
 June 30
 
Six Months Ended 
 June 30

2013
 
2012
 
2013
 
2012
Marketing and community relations
$
432

 
$
535

 
$
674

 
$
1,029

FDIC insurance premiums
273

 
213

 
545

 
428

Directors fees
205

 
209

 
404

 
419

Audit and related fees
162

 
154

 
301

 
330

Education and travel
116

 
139

 
238

 
266

Postage and freight
94

 
94

 
193

 
195

Printing and supplies
99

 
110

 
185

 
219

Legal fees
120

 
81

 
180

 
143

Consulting fees
83

 
71

 
155

 
258

Other
671

 
581

 
1,272

 
1,159

Total other
$
2,255

 
$
2,187

 
$
4,147

 
$
4,446

Note 10 – Federal Income Taxes
The reconciliation of the provision for federal income taxes and the amount computed at the federal statutory tax rate of 34% of income before federal income tax expense is as follows for the:
 
Three Months Ended 
 June 30
 
Six Months Ended 
 June 30

2013
 
2012
 
2013
 
2012
Income taxes at 34% statutory rate
$
1,311

 
$
1,250

 
$
2,556

 
$
2,612

Effect of nontaxable income
 
 
 
 
 
 
 
Interest income on tax exempt municipal securities
(400
)
 
(388
)
 
(801
)
 
(779
)
Earnings on corporate owned life insurance policies
(65
)
 
(60
)
 
(122
)
 
(118
)
Other
(222
)
 
(141
)
 
(450
)
 
(292
)
Total effect of nontaxable income
(687
)
 
(589
)
 
(1,373
)
 
(1,189
)
Effect of nondeductible expenses
19

 
11

 
36

 
22

Federal income tax expense
$
643

 
$
672

 
$
1,219

 
$
1,445

Included in OCI for the three and six month periods ended June 30, 2013 and 2012 are changes in unrealized holding gains and losses related to auction rate money market preferred and preferred stocks. For federal income tax purposes, these securities are considered equity investments. As such, no deferred federal income taxes related to unrealized holding gains or losses are expected or recorded.

27


A summary of OCI follows for the:
 
Three Months Ended June 30
 
2013
 
2012

Auction Rate Money Market Preferred and Preferred Stocks
 
All Other AFS Securities
 
Total
 
Auction Rate Money Market Preferred and Preferred Stocks
 
All Other AFS Securities
 
Total
Unrealized gains (losses) arising during the period
$
(363
)
 
$
(11,634
)
 
$
(11,997
)
 
$
(185
)
 
$
1,605

 
$
1,420

Reclassification adjustment for net realized (gains) losses included in net income

 

 

 

 

 

Reclassification adjustment for impairment loss included in net income

 

 

 

 

 

Net unrealized gains (losses)
(363
)
 
(11,634
)
 
(11,997
)
 
(185
)
 
1,605

 
1,420

Tax effect

 
3,979

 
3,979

 

 
(546
)
 
(546
)
Unrealized gains (losses), net of tax
$
(363
)
 
$
(7,655
)
 
$
(8,018
)
 
$
(185
)
 
$
1,059

 
$
874


 
 
Six Months Ended June 30
 
2013
 
2012

Auction Rate Money Market Preferred and Preferred Stocks
 
All Other AFS Securities
 
Total
 
Auction Rate Money Market Preferred and Preferred Stocks
 
All Other AFS Securities
 
Total
Unrealized gains (losses) arising during the period
$
295

 
$
(14,253
)
 
$
(13,958
)
 
$
1,419

 
$
800

 
$
2,219

Reclassification adjustment for net realized (gains) losses included in net income

 
(99
)
 
(99
)
 

 
(1,003
)
 
(1,003
)
Reclassification adjustment for impairment loss included in net income

 

 

 

 
282

 
282

Net unrealized gains (losses)
295

 
(14,352
)
 
(14,057
)
 
1,419

 
79

 
1,498

Tax effect

 
4,902

 
4,902

 

 
(27
)
 
(27
)
Unrealized gains (losses), net of tax
$
295

 
$
(9,450
)
 
$
(9,155
)
 
$
1,419

 
$
52

 
$
1,471


Note 11 – Defined Benefit Pension Plan
We maintain a noncontributory defined benefit pension plan, which was curtailed effective March 1, 2007. As a result of the curtailment, future salary increases are no longer considered and plan benefits are based on years of service and the individual employee’s five highest consecutive years of compensation out of the last ten years of service through March 1, 2007. We contributed $215 and $709 to the plan during the six month periods ended June 30, 2013 and 2012, respectively. We do not anticipate any further contributions to the plan in 2013.

28


Following are the components of net periodic benefit cost for the three and six month periods ended:
 
Three Months Ended 
 June 30
 
Six Months Ended 
 June 30
 
2013
 
2012
 
2013
 
2012
Interest cost on PBO
$
112

 
$
117

 
$
225

 
$
235

Expected return on plan assets
(144
)
 
(127
)
 
(287
)
 
(254
)
Amortization of unrecognized actuarial net loss
82

 
73

 
165

 
146

Net periodic benefit cost
$
50

 
$
63

 
$
103

 
$
127

Note 12 – Fair Value
Following is a description of the valuation methodologies, key inputs, and an indication of the level of the fair value hierarchy in which the assets or liabilities are classified.
Cash and cash equivalents: The carrying amounts of cash and short term investments, including Federal funds sold, approximate fair values. As such, we classify cash and demand deposits due from banks as Level 1.
Certificates of deposit held in other financial institutions: Interest bearing balances held in unaffiliated financial institutions include certificates of deposit and other short term interest bearing balances that mature within 3 years. Fair value is determined using prices for similar assets with similar characteristics. As such, we classify certificates of deposits held in other financial institutions as Level 2.
AFS and trading securities: AFS and trading securities are recorded at fair value on a recurring basis. Level 1 fair value measurement is based upon quoted prices for identical instruments. Level 2 fair value measurement is based upon quoted prices for similar instruments. If quoted prices are not available, fair values are measured using independent pricing models or other model based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss and liquidity assumptions. The values for Level 1 and Level 2 investment securities are generally obtained from an independent third party. On a quarterly basis, we compare the values provided to alternative pricing sources.
Mortgage loans AFS: Mortgage loans AFS are carried at the lower of cost or fair value. The fair value of Mortgage loans AFS are based on what price secondary markets are currently offering for portfolios with similar characteristics. As such, we classify Mortgage loans AFS subject to nonrecurring fair value adjustments as Level 2.
Loans: For variable rate loans with no significant change in credit risk, fair values are based on carrying values. Fair values for fixed rate loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The resulting amounts are adjusted to estimate the effect of changes in the credit quality of borrowers since the loans were originated. As such, we classify loans as Level 3 assets.
We do not record loans at fair value on a recurring basis. However, from time-to-time, loans are classified as impaired and a specific allowance for loan losses may be established. Loans for which it is probable that payment of interest and principal will be significantly different than the contractual terms of the original loan agreement are considered impaired. Once a loan is identified as impaired, we measure the estimated impairment. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value, or discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.
We review the net realizable values of the underlying collateral for collateral dependent impaired loans on at least a quarterly basis for all loan types. To determine the collateral value, we utilize independent appraisals, broker price opinions, or internal evaluations. We review these valuations to determine whether an additional discount should be applied given the age of market information that may have been considered as well as other factors such as costs to carry and sell an asset if it is determined that the collateral will be liquidated in connection with the ultimate settlement of the loan. We use these valuations to determine if any charge-offs or specific reserves are necessary. We may obtain new valuations in certain circumstances, including when there has been significant deterioration in the condition of the collateral, if the foreclosure process has begun, or if the existing valuation is deemed to be outdated. Due to the inherent level of estimation in the valuation process, we record impaired loans as nonrecurring Level 3.

29


The table below lists the quantitative information about impaired loans measured utilizing Level 3 fair value measurements as of:

June 30, 2013
Valuation Techniques
Fair Value
 
Unobservable Input
 
Range
Discounted cash flow
$8,802
 
Duration of cash flows:
 
8-120 Months
 
 
 
Reduction in interest rate from original loan terms:
 
5.00% - 6.63%
 
 
 
Discount applied to collateral appraisal:
 
 
 
 
 
Real Estate
 
20% - 30%
 
 
 
Equipment
 
50%
Discounted appraisal value
$12,770
 
Livestock
 
50%
 
 
 
Cash crop inventory
 
50%
 
 
 
Other inventory
 
75%
 
 
 
Accounts receivable
 
75%

December 31, 2012
Valuation Techniques
Fair Value
 
Unobservable Input
 
Range
Discounted cash flow
$8,726
 
Duration of cash flows:
 
14-120 Months
 
 
 
Reduction in interest rate from original loan terms:
 
5.00% - 6.25%
 
 
 
Discount applied to collateral appraisal:
 
 
 
 
 
Real Estate
 
20% - 30%
 
 
 
Equipment
 
50%
Discounted appraisal value
$13,295
 
Livestock
 
50%
 
 
 
Cash crop inventory
 
50%
 
 
 
Other inventory
 
75%
 
 
 
Accounts receivable
 
75%
Accrued interest receivable: The carrying amounts of accrued interest receivable approximate fair value. As such, we classify accrued interest receivable as Level 1.
Equity securities without readily determinable fair values: Included in equity securities without readily determinable fair values are FHLB Stock and FRB Stock as well as our ownership interests in Corporate Settlement Solutions, LLC and Valley Financial Corporation. The investment in Corporate Settlement Solutions, LLC, a title insurance company, was made in the first quarter 2007. We are not the managing entity of Corporate Settlement Solutions, LLC, and therefore, we account for our investment under the equity method of accounting. Valley Financial Corporation is the parent company of 1st State Bank in Saginaw, Michigan, which is a de novo bank that opened in 2005. We made investments in Valley Financial Corporation in 2004 and in 2007.
The lack of an active market, or other independent sources to validate fair value estimates coupled with the impact of future capital calls and transfer restrictions, is an inherent limitation in the valuation process. As the fair values of these investments are not readily determinable, they are not disclosed under a specific fair value hierarchy; however, they are reviewed quarterly for impairment. If we were to record an impairment adjustment related to these securities, it would be classified as a nonrecurring Level 3 fair value adjustment. During 2013 and 2012, there were no impairments recorded on equity securities without readily determinable fair values.
Foreclosed assets: Upon transfer from the loan portfolio, foreclosed assets (which are included in other assets) are adjusted to and subsequently carried at the lower of carrying value or fair value less costs to sell. Net realizable value is based upon independent market prices, appraised values of the collateral, or management’s estimation of the value of the collateral. Due to the inherent level of estimation in the valuation process, we record foreclosed assets as nonrecurring Level 3.

30


The table below lists the quantitative information related to foreclosed assets measured utilizing Level 3 fair value measurements as of:
 
June 30, 2013
Valuation Techniques
Fair Value
 
Unobservable Input
 
Range
 
 
 
Discount applied to collateral appraisal:
 
 
Discounted appraisal value
$
1,105

 
Real Estate
 
20% - 30%
 
December 31, 2012
Valuation Techniques
Fair Value
 
Unobservable Input
 
Range
 
 
 
Discount applied to collateral appraisal:
 
 
Discounted appraisal value
$
2,018

 
Real Estate
 
20% - 30%
Goodwill and other intangible assets: Acquisition intangibles and goodwill are evaluated for potential impairment on at least an annual basis. Acquisition intangibles and goodwill are typically qualitatively evaluated to determine if it is more likely than not that the carrying balance is impaired. If it is determined that the carrying balance of acquisition intangibles or goodwill is more likely than not to be impaired, we perform a cash flow valuation to determine the extent of the potential impairment. If the testing resulted in impairment, we would classify goodwill and other acquisition intangibles subjected to nonrecurring fair value adjustments as Level 3. During 2013 and 2012, there were no impairments recorded on goodwill and other acquisition intangibles.
OMSRs: OMSRs (which are included in other assets) are subject to impairment testing. To test for impairment, we utilize a discounted cash flow analysis using interest rates and prepayment speed assumptions currently quoted for comparable instruments and discount rates. If the valuation model reflects a value less than the carrying value, OMSRs are adjusted to fair value through a valuation allowance as determined by the model. As such, we classify OMSRs subject to nonrecurring fair value adjustments as Level 2.
Deposits: The fair value of demand, savings, and money market deposits are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts), and are classified as Level 1. Fair values for variable rate certificates of deposit approximate their recorded carrying value. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. As such, fixed rate certificates of deposit are classified as Level 2.
Borrowed funds: The carrying amounts of federal funds purchased, borrowings under overnight repurchase agreements, and other short-term borrowings maturing within ninety days approximate their fair values. The fair values of other borrowed funds are estimated using discounted cash flow analyses based on current incremental borrowing arrangements. As such, borrowed funds are classified as Level 2.
Accrued interest payable: The carrying amounts of accrued interest payable approximate fair value. As such, we classify accrued interest payable as Level 1.
Commitments to extend credit, standby letters of credit, and undisbursed loans: Our commitments to extend credit, standby letters of credit, and undisbursed funds have no carrying amount and are estimated to have no realizable fair value. Historically, a majority of the unused commitments to extend credit have not been drawn upon and, generally, we do not receive fees in connection with these commitments other than standby letter of credit fees, which are not significant.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.
Estimated Fair Values of Financial Instruments Not Recorded at Fair Value in their Entirety on a Recurring Basis
Disclosure of the estimated fair values of financial instruments, which differ from carrying values, often requires the use of estimates. In cases where quoted market values in an active market are not available, we use present value techniques and other valuation methods to estimate the fair values of our financial instruments. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used.

31


The carrying amount and estimated fair value of financial instruments not recorded at fair value in their entirety on a recurring basis on our consolidated balance sheets are as follows as of:
 
June 30, 2013
 
Carrying
Value
 
Estimated
Fair Value
 
(Level 1)
 
(Level 2)
 
(Level 3)
ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
21,366

 
$
21,366

 
$
21,366

 
$

 
$

Certificates of deposit held in other financial institutions
1,810

 
1,813

 

 
1,813

 

Mortgage loans AFS
743

 
768

 

 
768

 

Total loans
803,452

 
808,902

 

 

 
808,902

Less allowance for loan and lease losses
(11,700
)
 
(11,700
)
 

 

 
(11,700
)
Net loans
791,752

 
797,202

 

 

 
797,202

Accrued interest receivable
5,232

 
5,232

 
5,232

 

 

Equity securities without readily determinable fair values (1)
18,242

 
18,242

 

 

 

OMSRs
2,381

 
2,381

 

 
2,381

 

LIABILITIES
 
 
 
 
 
 
 
 
 
Deposits without stated maturities
561,224

 
561,224

 
561,224

 

 

Deposits with stated maturities
460,200

 
464,148

 

 
464,148

 

Borrowed funds
262,460

 
266,633

 

 
266,633

 

Accrued interest payable
686

 
686

 
686

 

 

 
December 31, 2012
 
Carrying
Value
 
Estimated
Fair Value
 
(Level 1)
 
(Level 2)
 
(Level 3)
ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
24,920

 
$
24,920

 
$
24,920

 
$

 
$

Certificates of deposit held in other financial institutions
4,465

 
4,475

 

 
4,475

 

Mortgage loans AFS
3,633

 
3,680

 

 
3,680

 

Total loans
772,753

 
784,964

 

 

 
784,964

Less allowance for loan and lease losses
(11,936
)
 
(11,936
)
 

 

 
(11,936
)
Net loans
760,817

 
773,028

 

 

 
773,028

Accrued interest receivable
5,227

 
5,227

 
5,227

 

 

Equity securities without readily determinable fair values (1)
18,118

 
18,118

 

 

 

OMSRs
2,285

 
2,285

 

 
2,285

 

LIABILITIES
 
 
 
 
 
 
 
 
 
Deposits without stated maturities
553,332

 
553,332

 
553,332

 

 

Deposits with stated maturities
464,335

 
472,630

 

 
472,630

 

Borrowed funds
241,001

 
248,822

 

 
248,822

 

Accrued interest payable
751

 
751

 
751

 

 

(1) 
Due to the characteristics of equity securities without readily determinable fair values, they are not disclosed under a specific fair value hierarchy. If we were to record an impairment adjustment related to these securities, such amount would be classified as a nonrecurring Level 3 fair value adjustment.

32


Financial Instruments Recorded at Fair Value
The table below presents the recorded amount of assets and liabilities measured at fair value on:
 
June 30, 2013
 
December 31, 2012
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
Recurring items
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trading securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
States and political subdivisions
$
950

 
$

 
$
950

 
$

 
$
1,573

 
$

 
$
1,573

 
$

AFS Securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Government-sponsored enterprises
24,249

 

 
24,249

 

 
25,776

 

 
25,776

 

States and political subdivisions
187,302

 

 
187,302

 

 
182,743

 

 
182,743

 

Auction rate money market preferred
2,943

 

 
2,943

 

 
2,778

 

 
2,778

 

Preferred stocks
6,559

 
6,559

 

 

 
6,363

 
6,363

 

 

Mortgage-backed securities
149,407

 

 
149,407

 

 
155,345

 

 
155,345

 

Collateralized mortgage obligations
128,964

 

 
128,964

 

 
131,005

 

 
131,005

 

Total AFS Securities
499,424

 
6,559

 
492,865

 

 
504,010

 
6,363

 
497,647

 

Nonrecurring items
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans (net of the ALLL)
21,572

 

 

 
21,572

 
22,021

 

 

 
22,021

OMSRs
2,381

 

 
2,381

 

 
2,285

 

 
2,285

 

Foreclosed assets
1,105

 

 

 
1,105

 
2,018

 

 

 
2,018

 
$
525,432

 
$
6,559

 
$
496,196

 
$
22,677

 
$
531,907

 
$
6,363

 
$
501,505

 
$
24,039

Percent of assets and liabilities measured at fair value
 
 
1.25
%
 
94.44
%
 
4.31
%
 
 
 
1.20
%
 
94.28
%
 
4.52
%
The following table provides a summary of the changes in fair value of assets and liabilities recorded at fair value through earnings on a recurring basis and changes in assets and liabilities recorded at fair value on a nonrecurring basis, for which an impairment, or reduction of an impairment, was recognized in the three and six month periods ended:
 
Three Months Ended June 30
 
2013
 
2012

Trading
Losses
 
Other Gains
(Losses)
 
Total
 
Trading
Losses
 
Other Gains
(Losses)
 
Total
Recurring items
 
 
 
 
 
 
 
 
 
 
 
Trading securities
$
(8
)
 
$

 
$
(8
)
 
$
(16
)
 
$

 
$
(16
)
Borrowed funds

 

 

 

 

 

Nonrecurring items
 
 
 
 

 
 
 
 
 

Foreclosed assets

 
(68
)
 
(68
)
 

 

 

OMSRs

 
135

 
135

 

 
(32
)
 
(32
)
Total
$
(8
)
 
$
67

 
$
59

 
$
(16
)
 
$
(32
)
 
$
(48
)


33


 
Six Months Ended June 30
 
2013
 
2012

Trading
Losses
 
Other Gains
(Losses)
 
Total
 
Trading
Losses
 
Other Gains
(Losses)
 
Total
Recurring items
 
 
 
 
 
 
 
 
 
 
 
Trading securities
$
(18
)
 
$

 
$
(18
)
 
$
(32
)
 
$

 
$
(32
)
Borrowed funds

 

 

 

 
33

 
33

Nonrecurring items
 
 
 
 
 
 
 
 
 
 

Foreclosed assets

 
(92
)
 
(92
)
 

 
(17
)
 
(17
)
OMSRs

 
152

 
152

 

 
42

 
(16
)
Total
$
(18
)
 
$
60

 
$
42

 
$
(32
)
 
$
58

 
$
(32
)
Note 13 – Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in AOCI by component for the:
 
Three Months Ended June 30
 
2013
 
2012

Unrealized
Holding Gains
(Losses) on
AFS
Securities
 
Defined
Benefit
Pension Plan
 
Total
 
Unrealized
Holding Gains
(Losses) on
AFS
Securities
 
Defined
Benefit
Pension Plan
 
Total
April 1, 2013
$
7,541

 
$
(3,671
)
 
$
3,870

 
$
6,539

 
$
(3,453
)
 
$
3,086

OCI before reclassifications
(11,997
)
 

 
(11,997
)
 
1,420

 

 
1,420

Amounts reclassified from AOCI

 

 

 

 

 

Subtotal
(11,997
)
 

 
(11,997
)
 
1,420

 

 
1,420

Tax effect
3,979

 

 
3,979

 
(546
)
 

 
(546
)
OCI, net of tax
(8,018
)
 

 
(8,018
)
 
874

 

 
874

June 30, 2013
$
(477
)
 
$
(3,671
)
 
$
(4,148
)
 
$
7,413

 
$
(3,453
)
 
$
3,960

 
Six Months Ended June 30
 
2013
 
2012

Unrealized
Holding Gains
(Losses) on
AFS
Securities
 
Defined
Benefit
Pension Plan
 
Total
 
Unrealized
Holding Gains
(Losses) on
AFS
Securities
 
Defined
Benefit
Pension Plan
 
Total
January 1, 2013
$
8,678

 
$
(3,671
)
 
$
5,007

 
$
5,942

 
$
(3,453
)
 
$
2,489

OCI before reclassifications
(13,958
)
 

 
(13,958
)
 
2,219

 

 
2,219

Amounts reclassified from AOCI
(99
)
 

 
(99
)
 
(721
)
 

 
(721
)
Subtotal
(14,057
)
 

 
(14,057
)
 
1,498

 

 
1,498

Tax effect
4,902

 

 
4,902

 
(27
)
 

 
(27
)
OCI, net of tax
(9,155
)
 

 
(9,155
)
 
1,471

 

 
1,471

June 30, 2013
$
(477
)
 
$
(3,671
)
 
$
(4,148
)
 
$
7,413

 
$
(3,453
)
 
$
3,960



34


The following table details reclassification adjustments and the related affected line items on our interim condensed consolidated statements of income for the noted periods:
Details about AOCI components
Amount
Reclassified from
AOCI
 
Affected Line Item in the
Interim Condensed Consolidated
Statements of Income
 
Three Months Ended June 30
 
Six Months Ended June 30
 
 
 
2013
 
2012
 
2013
 
2012
 
 
Unrealized holding gains (losses) on AFS securities
 
 
 
 
 
 
 
 
 
 
$

 
$

 
$
99

 
$
1,003

 
Gain (loss) on sale of AFS securities
 

 

 

 
(282
)
 
Net AFS impairment loss
 

 

 
99

 
721

 
Income before federal income tax expense
 

 

 
34

 
245

 
Federal income tax expense
 
$

 
$

 
$
65

 
$
476

 
Net income

Note 14 – Parent Company Only Financial Information
Interim Condensed Balance Sheets
 
June 30
2013
 
December 31
2012
ASSETS
 
 
 
Cash on deposit at the Bank
$
812

 
$
332

AFS Securities
3,595

 
3,939

Investments in subsidiaries
110,500

 
115,781

Premises and equipment
2,091

 
2,041

Other assets
52,303

 
52,398

TOTAL ASSETS
$
169,301

 
$
174,491

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Other liabilities
$
10,013

 
$
10,002

Shareholders' equity
159,288

 
164,489

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
169,301

 
$
174,491


35


Interim Condensed Statements of Income
 
Three Months Ended 
 June 30
 
Six Months Ended 
 June 30

2013
 
2012
 
2013
 
2012
Income
 
 
 
 
 
 
 
Dividends from subsidiaries
$
1,500

 
$
1,500

 
$
3,000

 
$
3,125

Interest income
41

 
43

 
84

 
89

Management fee and other
559

 
551

 
1,067

 
966

Total income
2,100

 
2,094

 
4,151

 
4,180

Expenses
 
 
 
 
 
 
 
Compensation and benefits
669

 
604

 
1,381

 
1,214

Occupancy and equipment
119

 
97

 
230

 
182

Audit and related fees
93

 
81

 
158

 
175

Other
297

 
265

 
501

 
497

Total expenses
1,178

 
1,047

 
2,270

 
2,068

Income before income tax benefit and equity in undistributed earnings of subsidiaries
922

 
1,047

 
1,881

 
2,112

Federal income tax benefit
199

 
160

 
388

 
357

 
1,121

 
1,207

 
2,269

 
2,469

Undistributed earnings of subsidiaries
2,092

 
1,797

 
4,031

 
3,769

Net income
$
3,213

 
$
3,004

 
$
6,300

 
$
6,238



36


Interim Condensed Statements of Cash Flows
 
Six Months Ended 
 June 30
 
2013
 
2012
OPERATING ACTIVITIES
 
 
 
Net income
$
6,300

 
$
6,238

Adjustments to reconcile net income to cash provided by operations
 
 
 
Undistributed earnings of subsidiaries
(4,031
)
 
(3,769
)
Undistributed earnings of equity securities without readily determinable fair values
125

 

Share-based payment awards
258

 
295

Depreciation
77

 
54

Net amortization of AFS securities
1

 
2

Changes in operating assets and liabilities which used cash
 
 
 
Other assets
(26
)
 
(278
)
Accrued interest and other liabilities
211

 
(69
)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
2,915

 
2,473

INVESTING ACTIVITIES
 
 
 
Maturities, calls, and sales of AFS securities
395

 
370

Purchases of equipment and premises
(127
)
 
(81
)
Repayment of advances to subsidiaries
101

 

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
369

 
289

FINANCING ACTIVITIES
 
 
 
Net increase (decrease) in borrowed funds
(200
)
 
(597
)
Cash dividends paid on common stock
(3,224
)
 
(3,034
)
Proceeds from the issuance of common stock
1,900

 
1,322

Common stock repurchased
(1,114
)
 
(995
)
Common stock purchased for deferred compensation obligations
(166
)
 
(225
)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
(2,804
)
 
(3,529
)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
480

 
(767
)
Cash and cash equivalents at beginning of period
332

 
1,474

Cash and cash equivalents at end of period
$
812

 
$
707

Note 15 – Operating Segments
Our reportable segments are based on legal entities that account for at least 10% of net operating results. The operations of the Bank as of June 30, 2013 and 2012 and each of the three and six month periods then ended, represented 90% or more of our consolidated total assets and operating results. As such, no additional segment reporting is presented.


37


Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations
ISABELLA BANK CORPORATION FINANCIAL REVIEW
(Dollars in thousands except per share amounts)
This section reviews our financial condition and results of our operations for the three and six month periods ended June 30, 2013 and 2012. This analysis should be read in conjunction with our 2012 annual report and with the unaudited interim condensed consolidated financial statements and notes, beginning on page 4 of this report.
Executive Summary
Despite compressed margins, we surpassed 2012 earnings on a quarterly and year-to-date basis due to continued improvement in credit quality, a reduction in the provision for loan losses, and loan growth of $30.70 million in the first six months of 2013. Our continued success throughout these challenging times is a direct result of our unwavering focus on community banking principles, prudent underwriting standards, and long term sustainable growth. This focus has enabled us to continue to meet the needs of the communities we serve, which translates into increased shareholder value.
As we continue to provide superior customer service, we are excited to see the construction progress on our latest branch located in Big Rapids, Michigan, which is expected to open in the third quarter. The new location will complement our existing Big Rapids office and provide additional shareholder value for years to come.
Recent Legislation
The Health Care and Education Act of 2010, the Patient Protection and Affordable Care Act, the Dodd-Frank Act, and the JOBS Act, have already had, and are expected to continue to have, a significant negative impact on our operating results. Of these three acts, the Dodd-Frank Act has had, and is likely to have, the most significant impact, along with its establishment of the Consumer Financial Protection Bureau. This particular act made sweeping changes in the regulation of financial institutions aimed at strengthening the oversight of the federal government over the operation of the financial services sector and increasing the protection of consumers within the financial services sector. As a result of the implementation of some of the provisions, we have had increases in compensation costs and this trend is expected to continue.
The CFPB has begun to issue substantial proposed and final rules regarding consumer lending, including residential mortgage lending. These rules will likely further increase our compensation and outside advisor costs to ensure our compliance with the new regulations.
On July 3 , 2013, the FRB published revised BASEL III Capital standards for Banks. The rules redefine what is included or deducted from equity capital, changes risk weighting for certain on and off-balance sheet assets, increases the minimum required equity capital to be considered well capitalized, and introduces a capital cushion buffer. The rules take effect for us on January 1, 2015 and are not expected to have a material impact on the Corporation. 


38



RESULTS OF OPERATIONS
Selected Financial Data
The following table outlines our quarterly results of operations and provides certain performance measures for:

Three Months Ended 
 June 30
 
Six Months Ended 
 June 30
 
2013
 
2012
 
2013
 
2012
INCOME STATEMENT DATA
 
 
 
 
 
 
 
Interest income
$
13,440

 
$
14,188

 
$
26,968

 
$
28,392

Interest expense
2,781

 
3,429

 
5,602

 
7,133

Net interest income
10,659

 
10,759

 
21,366

 
21,259

Provision for loan losses
215

 
439

 
515

 
900

Noninterest income
2,736

 
2,544

 
5,183

 
6,085

Noninterest expenses
9,324

 
9,188

 
18,515

 
18,761

Federal income tax expense
643

 
672

 
1,219

 
1,445

Net Income
$
3,213

 
$
3,004

 
$
6,300

 
$
6,238

PER SHARE
 
 
 
 
 
 
 
Basic earnings
0.42

 
0.40

 
0.82

 
0.82

Diluted earnings
0.41

 
0.39

 
0.80

 
0.80

Dividends
0.21

 
0.20

 
0.42

 
0.40

Market value*
24.75

 
24.85

 
24.75

 
24.85

Tangible book value*
15.19

 
14.37

 
15.19

 
14.37

BALANCE SHEET DATA
 
 
 
 
 
 
 
 At end of period
 
 
 
 
 
 
 
Loans
$
803,452

 
$
754,952

 
$
803,452

 
$
754,952

Total assets
1,451,415

 
1,381,496

 
1,451,415

 
1,381,496

Deposits
1,021,424

 
978,828

 
1,021,424

 
978,828

Shareholders' equity
159,288

 
159,855

 
159,288

 
159,855

Average balance
 
 
 
 
 
 
 
Loans
$
780,909

 
$
748,223

 
$
773,825

 
$
746,072

Total assets
1,440,370

 
1,369,240

 
1,436,287

 
1,362,675

Deposits
1,022,153

 
972,953

 
1,024,924

 
975,835

Shareholders’ equity
165,710

 
154,627

 
165,112

 
155,374

PERFORMANCE RATIOS
 
 
 
 
 
 
 
Return on average total assets (annualized)
0.89
%
 
0.88
%
 
0.88
%
 
0.92
%
Return on average shareholders' equity (annualized)
7.76
%
 
7.77
%
 
7.63
%
 
8.03
%
Return on average tangible equity (annualized)
11.10
%
 
11.11
%
 
10.98
%
 
11.66
%
Net interest margin yield (FTE annualized)
3.50
%
 
3.73
%
 
3.52
%
 
3.71
%
Loan to deposit*
78.66
%
 
77.13
%
 
78.66
%
 
77.13
%
Nonperforming loans to total loans*
0.52
%
 
0.86
%
 
0.52
%
 
0.86
%
Nonperforming assets to total assets*
0.36
%
 
0.64
%
 
0.36
%
 
0.64
%
ALLL to nonperforming loans*
280.51
%
 
188.67
%
 
280.51
%
 
188.67
%
CAPITAL RATIOS
 
 
 
 
 
 
 
Shareholders' equity to assets*
10.97
%
 
11.57
%
 
10.97
%
 
11.57
%
Tier 1 capital to average assets*
8.38
%
 
8.24
%
 
8.38
%
 
8.24
%
Tier 1 risk-based capital*
13.59
%
 
13.19
%
 
13.59
%
 
13.19
%
Total risk-based capital*
14.84
%
 
14.44
%
 
14.84
%
 
14.44
%
* At end of period

39



AVERAGE BALANCES, INTEREST RATE, AND NET INTEREST INCOME
The following schedules present the daily average amount outstanding for each major category of interest earning assets, nonearning assets, interest bearing liabilities, and noninterest bearing liabilities. This schedule also presents an analysis of interest income and interest expense for the periods indicated. All interest income is reported on a FTE basis using a 34% tax rate. Nonaccruing loans, for the purpose of the following computations, are included in the average loan amounts outstanding. FRB and FHLB restricted equity holdings are included in accrued income and other assets.
The following table displays the results for the three month periods ended June 30:
 
2013
 
2012

Average
Balance
 
Tax
Equivalent
Interest
 
Average
Yield /
Rate
 
Average
Balance
 
Tax
Equivalent
Interest
 
Average
Yield /
Rate
INTEREST EARNING ASSETS
 
 
 
 
 
 
 
 
 
 
 
Loans
$
780,909

 
$
10,280

 
5.27
%
 
$
748,223

 
$
10,849

 
5.80
%
Taxable investment securities
341,232

 
1,798

 
2.11
%
 
316,237

 
1,988

 
2.51
%
Nontaxable investment securities
162,626

 
2,024

 
4.98
%
 
144,492

 
1,983

 
5.49
%
Trading account securities
1,156

 
14

 
4.84
%
 
2,496

 
33

 
5.29
%
Other
23,533

 
109

 
1.85
%
 
25,911

 
113

 
1.74
%
Total earning assets
1,309,456

 
14,225

 
4.35
%
 
1,237,359

 
14,966

 
4.84
%
NONEARNING ASSETS
 
 
 
 
 
 
 
 
 
 
 
ALLL
(11,889
)
 
 
 
 
 
(12,586
)
 
 
 
 
Cash and demand deposits due from banks
17,157

 
 
 
 
 
18,572

 
 
 
 
Premises and equipment
25,917

 
 
 
 
 
24,948

 
 
 
 
Accrued income and other assets
99,729

 
 
 
 
 
100,947

 
 
 
 
Total assets
$
1,440,370

 
 
 
 
 
$
1,369,240

 
 
 
 
INTEREST BEARING LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand deposits
$
181,044

 
40

 
0.09
%
 
$
167,399

 
50

 
0.12
%
Savings deposits
242,247

 
90

 
0.15
%
 
210,872

 
109

 
0.21
%
Time deposits
460,379

 
1,692

 
1.47
%
 
475,996

 
2,209

 
1.86
%
Borrowed funds
243,936

 
959

 
1.57
%
 
227,360

 
1,061

 
1.87
%
Total interest bearing liabilities
1,127,606

 
2,781

 
0.99
%
 
1,081,627

 
3,429

 
1.27
%
NONINTEREST BEARING LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
138,483

 
 
 
 
 
118,686

 
 
 
 
Other
8,571

 
 
 
 
 
14,300

 
 
 
 
Shareholders’ equity
165,710

 
 
 
 
 
154,627

 
 
 
 
Total liabilities and shareholders’ equity
$
1,440,370

 
 
 
 
 
$
1,369,240

 
 
 
 
Net interest income (FTE)
 
 
$
11,444

 
 
 
 
 
$
11,537

 
 
Net yield on interest earning assets (FTE)
 
 
 
 
3.50
%
 
 
 
 
 
3.73
%

40


The following table displays the results for the six month periods ended June 30:
 
2013
 
2012

Average
Balance
 
Tax
Equivalent
Interest
 
Average
Yield /
Rate
 
Average
Balance
 
Tax
Equivalent
Interest
 
Average
Yield /
Rate
INTEREST EARNING ASSETS
 
 
 
 
 
 
 
 
 
 
 
Loans
$
773,825

 
$
20,610

 
5.33
%
 
$
746,072

 
$
21,789

 
5.84
%
Taxable investment securities
342,375

 
3,632

 
2.12
%
 
300,689

 
3,877

 
2.58
%
Nontaxable investment securities
159,147

 
4,035

 
5.07
%
 
141,560

 
3,948

 
5.58
%
Trading account securities
1,363

 
35

 
5.14
%
 
3,457

 
97

 
5.61
%
Other
26,955

 
225

 
1.67
%
 
37,246

 
242

 
1.30
%
Total earning assets
1,303,665

 
28,537

 
4.38
%
 
1,229,024

 
29,953

 
4.87
%
NONEARNING ASSETS
 
 
 
 
 
 
 
 
 
 
 
ALLL
(11,987
)
 
 
 
 
 
(12,597
)
 
 
 
 
Cash and demand deposits due from banks
17,909

 
 
 
 
 
19,442

 
 
 
 
Premises and equipment
25,927

 
 
 
 
 
24,974

 
 
 
 
Accrued income and other assets
100,773

 
 
 
 
 
101,832

 
 
 
 
Total assets
$
1,436,287

 
 
 
 
 
$
1,362,675

 
 
 
 
INTEREST BEARING LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand deposits
$
183,921

 
81

 
0.09
%
 
$
170,153

 
104

 
0.12
%
Savings deposits
241,824

 
181

 
0.15
%
 
209,047

 
231

 
0.22
%
Time deposits
460,958

 
3,434

 
1.49
%
 
477,843

 
4,545

 
1.90
%
Borrowed funds
237,863

 
1,906

 
1.60
%
 
219,386

 
2,253

 
2.05
%
Total interest bearing liabilities
1,124,566

 
5,602

 
1.00
%
 
1,076,429

 
7,133

 
1.33
%
NONINTEREST BEARING LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
138,221

 
 
 
 
 
118,792

 
 
 
 
Other
8,388

 
 
 
 
 
12,080

 
 
 
 
Shareholders’ equity
165,112

 
 
 
 
 
155,374

 
 
 
 
Total liabilities and shareholders’ equity
$
1,436,287

 
 
 
 
 
$
1,362,675

 
 
 
 
Net interest income (FTE)
 
 
$
22,935

 
 
 
 
 
$
22,820

 
 
Net yield on interest earning assets (FTE)
 
 
 
 
3.52
%
 
 
 
 
 
3.71
%
Net Interest Income
Net interest income is our primary source of income. Interest income includes loan fees of $862 and $1,683 for the three and six month periods ended June 30, 2013, respectively, as compared to $809 and $1,456 during the same periods in 2012. For analytical purposes, net interest income is adjusted to an FTE basis by adding the income tax savings from interest on tax exempt loans and securities, thus making year to year comparisons more meaningful.

41




VOLUME AND RATE VARIANCE ANALYSIS
The following table sets forth the effect of volume and rate changes on interest income and expense for the periods indicated. For the purpose of this table, changes in interest due to volume and rate were determined as follows:
Volume Variance—change in volume multiplied by the previous year’s rate.
Rate Variance—change in the FTE rate multiplied by the previous year’s volume.
The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
 
Three Months Ended 
 June 30, 2013 Compared to 
 June 30, 2012 
 Increase (Decrease) Due to
 
Six Months Ended 
 June 30, 2013 Compared to 
 June 30, 2012 
 Increase (Decrease) Due to

Volume
 
Rate
 
Net
 
Volume
 
Rate
 
Net
CHANGES IN INTEREST INCOME
 
 
 
 
 
 
 
 
 
 
 
Loans
$
460

 
$
(1,029
)
 
$
(569
)
 
$
789

 
$
(1,968
)
 
$
(1,179
)
Taxable AFS securities
149

 
(339
)
 
(190
)
 
496

 
(741
)
 
(245
)
Nontaxable AFS securities
236

 
(195
)
 
41

 
465

 
(378
)
 
87

Trading securities
(16
)
 
(3
)
 
(19
)
 
(54
)
 
(8
)
 
(62
)
Other
(11
)
 
7

 
(4
)
 
(76
)
 
59

 
(17
)
Total changes in interest income
818

 
(1,559
)
 
(741
)
 
1,620

 
(3,036
)
 
(1,416
)
CHANGES IN INTEREST EXPENSE
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand deposits
4

 
(14
)
 
(10
)
 
8

 
(31
)
 
(23
)
Savings deposits
15

 
(34
)
 
(19
)
 
32

 
(82
)
 
(50
)
Time deposits
(70
)
 
(447
)
 
(517
)
 
(156
)
 
(955
)
 
(1,111
)
Borrowed funds
73

 
(175
)
 
(102
)
 
178

 
(525
)
 
(347
)
Total changes in interest expense
22

 
(670
)
 
(648
)
 
62

 
(1,593
)
 
(1,531
)
Net change in interest margin (FTE)
$
796

 
$
(889
)
 
$
(93
)
 
$
1,558

 
$
(1,443
)
 
$
115

As shown in the following table, we continue to experience downward pressure on our net yield on interest earning assets. This pressure is a direct result of FRB monetary policy which has reduced yields on interest earning assets more than rates on interest bearing liabilities. The persistent low interest rate environment coupled with an increase in the concentration of AFS securities and trading securities as a percentage of earnings assets has also placed downward pressure on net interest margin yield.
 
Average Yield / Rate For The Three Month Periods Ended:
 
June 30
2013
 
March 31
2013
 
December 31
2012
 
September 30
2012
 
June 30
2012
Total earning assets
4.35
%
 
4.41
%
 
4.61
%
 
4.76
%
 
4.84
%
Total interest bearing liabilities
0.99
%
 
1.01
%
 
1.12
%
 
1.18
%
 
1.27
%
Net yield on interest earning assets (FTE)
3.50
%
 
3.54
%
 
3.65
%
 
3.73
%
 
3.73
%
While there have recently been noticeable increases in long term interest rates, short and medium term rates continue to be at historically low levels, and therefore the net yield on interest earning assets is not likely to increase in the near future. We anticipate that the continued reduction in rates earned on loans without a proportionate decline in funding rate will continue to cause downward pressure in net interest margin yield.

42



Allowance for Loan and Lease Losses
The viability of any financial institution is ultimately determined by its management of credit risk. Loans outstanding represent our single largest concentration of risk. The ALLL is our estimation of probable losses inherent in the existing loan portfolio. We allocate the ALLL throughout the loan portfolio based on our assessment of the underlying risks associated with each loan segment. Our assessments include allocations based on specific impairment allocations, historical charge-offs, internally assigned credit ratings, and past due and nonaccrual balances. A portion of the ALLL is not allocated to any one loan segment, but is instead a reflection of other qualitative risks within the loan portfolio.
The following tables summarize our charge-off and recovery activity for the:
 
Three Months Ended 
 June 30
 
Six Months Ended 
 June 30

2013
 
2012
 
2013
 
2012
ALLL at beginning of period
$
11,909

 
$
12,375

 
$
11,936

 
$
12,375

Loans charged-off
 
 
 
 
 
 
 
Commercial and agricultural
234

 
237

 
445

 
686

Residential real estate
397

 
238

 
587

 
353

Consumer
88

 
146

 
209

 
237

Total Loans charged-off
719

 
621

 
1,241

 
1,276

Recoveries
 
 
 
 
 
 
 
Commercial and agricultural
166

 
42

 
223

 
128

Residential real estate
61

 
20

 
114

 
61

Consumer
68

 
63

 
153

 
130

Total Recoveries
295

 
125

 
490

 
319

Provision for loan losses
215

 
439

 
515

 
900

ALLL at end of period
$
11,700

 
$
12,318

 
$
11,700

 
$
12,318

Net loans charged-off
$
424

 
$
496

 
$
751

 
$
957

Year-to-date average loans outstanding
780,909

 
748,223

 
773,825

 
746,072

Net loans charged-off to average loans outstanding
0.05
%
 
0.07
%
 
0.10
%
 
0.13
%
Total loans at end of period
$
803,452

 
$
754,952

 
$
803,452

 
$
754,952

ALLL as a% of loans at end of period
1.46
%
 
1.63
%
 
1.46
%
 
1.63
%
As shown in the preceding table, the level of net charge-offs continues to decline. This trend has allowed us to reduce the provision for loan losses, leading to a decline in the ALLL in both amount and as a percentage of loans. We do not expect any significant increases in net loans charged-off throughout the remainder of 2013 and, as such, we anticipate the provision for loan losses to approximate current levels. For further discussion of the allocation of the ALLL, see “Note 6 – Loans and ALLL” of the interim condensed consolidated financial statements.
Loans Past Due and Loans in Nonaccrual Status
Increases in past due and nonaccrual loans can have a significant impact on the ALLL. To determine the potential impact, and corresponding estimated losses, we analyze our historical loss trends on loans past due greater than 30 days and nonaccrual loans. We monitor all loans that are past due and in nonaccrual status for indicators of additional deterioration.
 
Total Past Due and Nonaccrual

June 30
2013
 
March 31
2013
 
December 31
2012
 
September 30
2012
 
June 30
2012
Commercial and agricultural
$
4,962

 
$
8,713

 
$
7,271

 
$
11,004

 
$
9,459

Residential real estate
5,080

 
4,077

 
5,431

 
4,879

 
4,496

Consumer
104

 
212

 
199

 
284

 
179

Total
$
10,146

 
$
13,002

 
$
12,901

 
$
16,167

 
$
14,134


43


A summary of loans past due and in nonaccrual status, including the composition of the ending balance of nonaccrual loans by type, is included in “Note 6 – Loans and ALLL” of our interim condensed consolidated financial statements.
Troubled Debt Restructurings
We have taken a proactive approach to avoid foreclosures on borrowers who are willing to work with us in modifying their loans, thus making them more affordable. While this approach has allowed certain borrowers to develop a payment structure that will allow them to continue making payments in lieu of foreclosure, it has contributed to a significant increase in the level of loans classified as TDRs. The implementation of ASU No. 2011-02 “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring” has also contributed to the increased level of TDRs. The modifications have been successful for us and our customers as very few of the modified loans have resulted in foreclosures. At the time of the TDR, the loan is reviewed to determine whether or not to classify the loan as accrual or nonaccrual. The majority of new modifications result in terms that satisfy our criteria for continued interest accrual. TDRs that have been placed in nonaccrual status may be placed back on accrual status after six months of continued performance.
We restructure debt with borrowers who due to temporary financial difficulties are unable to service their debt under the original terms. We may extend the amortization period, reduce interest rates, forgive principal, or a combination of these modifications. Typically, the modifications are for a period of five years or less. There were no TDRs that were Government sponsored as of June 30, 2013 or December 31, 2012.
Losses associated with TDRs, if any, are included in the estimation of the ALLL in the quarter in which a loan is identified as a TDR, and we review the ALLL estimation each reporting period to ensure its continued appropriateness.
The following tables provide a roll-forward of TDRs for the:

Three Months Ended June 30, 2013
 
Accruing Interest
 
Nonaccrual
 
Total
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
April 1, 2013
119

 
$
16,900

 
19

 
$
2,502

 
138

 
$
19,402

New modifications
14

 
3,592

 

 

 
14

 
3,592

Principal payments

 
(198
)
 

 
(206
)
 

 
(404
)
Loans paid-off
(7
)
 
(1,089
)
 
(4
)
 
(497
)
 
(11
)
 
(1,586
)
Partial charge-off

 

 

 

 

 

Balances charged-off
(3
)
 
(147
)
 

 

 
(3
)
 
(147
)
Transfers to OREO

 

 

 

 

 

Transfers to accrual status
1

 
105

 
(1
)
 
(105
)
 

 

Transfers to nonaccrual status
(1
)
 
(29
)
 
1

 
29

 

 

June 30, 2013
123

 
$
19,134

 
15

 
$
1,723

 
138

 
$
20,857

 

44



Six Months Ended June 30, 2013
 
Accruing Interest
 
Nonaccrual
 
Total
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
January 1, 2013
115

 
$
16,531

 
19

 
$
2,824

 
134

 
$
19,355

New modifications
22

 
4,411

 
1

 
98

 
23

 
4,509

Principal payments

 
(463
)
 

 
(243
)
 

 
(706
)
Loans paid-off
(10
)
 
(1,219
)
 
(5
)
 
(697
)
 
(15
)
 
(1,916
)
Partial charge-off

 
(15
)
 

 
(211
)
 

 
(226
)
Balances charged-off
(3
)
 
(147
)
 

 

 
(3
)
 
(147
)
Transfers to OREO

 

 
(1
)
 
(12
)
 
(1
)
 
(12
)
Transfers to accrual status
1

 
105

 
(1
)
 
(105
)
 

 

Transfers to nonaccrual status
(2
)
 
(69
)
 
2

 
69

 

 

June 30, 2013
123

 
$
19,134

 
15

 
$
1,723

 
138

 
$
20,857


Three Months Ended June 30, 2012
 
Accruing Interest
 
Nonaccrual
 
Total
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
April 1, 2012
127

 
$
20,964

 
17

 
$
2,138

 
144

 
$
23,102

New modifications
12

 
989

 
1

 

 
13

 
989

Principal payments

 
(423
)
 

 
(30
)
 

 
(453
)
Loans paid-off
(5
)
 
(550
)
 

 

 
(5
)
 
(550
)
Partial charge-off

 
(152
)
 

 

 

 
(152
)
Balances charged-off
(1
)
 
(8
)
 
(1
)
 
(25
)
 
(2
)
 
(33
)
Transfers to OREO

 

 
(4
)
 
(360
)
 
(4
)
 
(360
)
Transfers to accrual status

 

 

 

 

 

Transfers to nonaccrual status
(7
)
 
(1,186
)
 
7

 
1,186

 

 

June 30, 2012
126

 
$
19,634

 
20

 
$
2,909

 
146

 
$
22,543


Six Months Ended June 30, 2012
 
Accruing Interest
 
Nonaccrual
 
Total
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
January 1, 2012
112

 
$
17,738

 
12

 
$
1,018

 
124

 
$
18,756

New modifications
36

 
5,640

 
9

 
1,217

 
45

 
6,857

Principal payments

 
(778
)
 

 
(91
)
 

 
(869
)
Loans paid-off
(14
)
 
(1,591
)
 

 

 
(14
)
 
(1,591
)
Partial charge-off

 
(152
)
 

 

 

 
(152
)
Balances charged-off
(1
)
 
(8
)
 
(4
)
 
(90
)
 
(5
)
 
(98
)
Transfers to OREO

 

 
(4
)
 
(360
)
 
(4
)
 
(360
)
Transfers to accrual status
1

 
21

 
(1
)
 
(21
)
 

 

Transfers to nonaccrual status
(8
)
 
(1,236
)
 
8

 
1,236

 

 

June 30, 2012
126

 
$
19,634

 
20

 
$
2,909

 
146

 
$
22,543



45


The following table summarizes our TDRs as of:
 
June 30, 2013
 
December 31, 2012
 
 

Accruing
Interest
 
Nonaccrual
 
Total
 
Accruing
Interest
 
Nonaccrual
 
Total
 
Total
Change
Current
$
18,264

 
$
874

 
$
19,138

 
$
16,301

 
$
941

 
$
17,242

 
$
1,896

Past due 30-59 days
870

 
34

 
904

 
158

 
561

 
719

 
185

Past due 60-89 days

 

 

 
72

 
41

 
113

 
(113
)
Past due 90 days or more

 
815

 
815

 

 
1,281

 
1,281

 
(466
)
Total
$
19,134

 
$
1,723

 
$
20,857

 
$
16,531

 
$
2,824

 
$
19,355

 
$
1,502

Additional disclosures about TDRs are included in “Note 6 – Loans and ALLL” of our interim condensed consolidated financial statements.
Impaired Loans
The following is a summary of information pertaining to impaired loans as of:
 
June 30, 2013
 
December 31, 2012

Outstanding
Balance
 
Unpaid
Principal
Balance
 
Valuation
Allowance
 
Outstanding
Balance
 
Unpaid
Principal
Balance
 
Valuation
Allowance
TDRs
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
9,411

 
$
10,085

 
$
1,269

 
$
9,227

 
$
9,640

 
$
1,333

Commercial other
2,286

 
2,316

 
64

 
1,167

 
1,197

 
38

Agricultural real estate
223

 
223

 
31

 
91

 
91

 
32

Agricultural other
105

 
225

 

 
569

 
689

 
59

Residential real estate senior liens
8,798

 
9,197

 
1,489

 
8,224

 
8,670

 
1,429

Residential real estate junior liens

 

 

 
21

 
57

 
4

Consumer secured
34

 
34

 

 
56

 
56

 

Total TDRs
20,857

 
22,080

 
2,853

 
19,355

 
20,400

 
2,895

Other impaired loans
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
1,913

 
2,474

 
309

 
1,817

 
2,304

 
320

Commercial other
29

 
110

 

 
2,245

 
2,376

 
359

Agricultural other
248

 
248

 

 
63

 
63

 

Residential real estate senior liens
1,677

 
2,478

 
242

 
2,226

 
3,002

 
354

Residential real estate junior liens
71

 
109

 
13

 
51

 
61

 
9

Home equity lines of credit
174

 
474

 

 
182

 
482

 

Consumer secured
20

 
20

 

 
19

 
28

 

Total other impaired loans
4,132

 
5,913

 
564

 
6,603

 
8,316

 
1,042

Total impaired loans
$
24,989

 
$
27,993

 
$
3,417

 
$
25,958

 
$
28,716

 
$
3,937

Additional disclosure related to impaired loans is included in “Note 6 – Loans and ALLL” of our interim condensed consolidated financial statements.

46



Nonperforming Assets
The following table summarizes our nonperforming assets as of:

June 30
2013
 
December 31
2012
Nonaccrual loans
$
3,651

 
$
7,303

Accruing loans past due 90 days or more
520

 
428

Total nonperforming loans
4,171

 
7,731

Foreclosed assets
1,105

 
2,018

Total nonperforming assets
$
5,276

 
$
9,749

Nonperforming loans as a % of total loans
0.52
%
 
1.00
%
Nonperforming assets as a % of total assets
0.36
%
 
0.68
%
Loans are placed in nonaccrual status when the foreclosure process has begun, generally after a loan is 90 days past due, unless they are well secured. Upon transferring the loans to nonaccrual status, we perform an evaluation to determine the net realizable value of the underlying collateral. This evaluation is used to help determine if any charge-offs are necessary. Loans may be placed back on accrual status after six months of continued performance.
Included in the nonaccrual loan balances above were loans currently classified as TDRs as of:

June 30
2013
 
December 31
2012
Commercial and agricultural
$
1,317

 
$
2,325

Residential real estate
406

 
499

Total
$
1,723

 
$
2,824

The following table lists individually significant commercial and agricultural loan relationships in nonaccrual status as of June 30, 2013 and December 31, 2012. To be classified as individually significant, the recorded investment in nonaccrual loans to each borrower must have exceeded $1,000 as of the end of either period.
 
June 30, 2013
 
December 31, 2012

Oustanding
Balance
 
Specific
Allocation
 
Oustanding
Balance
 
Specific
Allocation
Borrower 1
$

 
$

 
$
2,077

 
$
359

Others not individually significant
3,651

 
 
 
5,226

 
 
Total
$
3,651

 
 
 
$
7,303

 
 
The reduction in the outstanding balance for Borrower 1 was the result of the loan being placed back on accrual status due to continued performance. There were no other individually significant credits included in nonaccrual loans as of June 30, 2013 or December 31, 2012.
Additional disclosures about nonaccrual loans are included in “Note 6 – Loans and ALLL” of our interim condensed consolidated financial statements.
We continue to devote considerable attention to identifying impaired loans and adjusting the net carrying value of these loans to their current net realizable values through the establishment of a specific reserve or the recording of a charge-off. We believe that all loans deemed to be impaired have been identified.
We believe that the level of the ALLL is appropriate as of June 30, 2013 and we will continue to closely monitor overall credit quality and our policies and procedures related to the analysis of the ALLL to ensure that the ALLL remains appropriate.

47



NONINTEREST INCOME AND EXPENSES

Noninterest Income
Noninterest income consists of service charges and fee income, gains from the sale of mortgage loans, gains and losses on trading securities and borrowings measured at fair value, gains from the sale of investment securities, and other. Significant account balances are highlighted in the accompanying tables with additional descriptions of significant fluctuations:

Three Months Ended June 30
 
 
 
 
 
Change
 
2013
 
2012
 
$
 
%
Service charges and fees
 
 
 
 
 
 
 
NSF and overdraft fees
$
558

 
$
597

 
$
(39
)
 
(6.53
)%
ATM and debit card fees
489

 
477

 
12

 
2.52
 %
Trust fees
302

 
266

 
36

 
13.53
 %
Freddie Mac servicing fee
187

 
187

 

 
 %
Service charges on deposit accounts
95

 
84

 
11

 
13.10
 %
Net OMSRs income (loss)
88

 
(13
)
 
101

 
N/M

All other
28

 
30

 
(2
)
 
(6.67
)%
Total service charges and fees
1,747

 
1,628

 
119

 
7.31
 %
Gain on sale of mortgage loans
249

 
279

 
(30
)
 
(10.75
)%
Earnings on corporate owned life insurance policies
190

 
177

 
13

 
7.34
 %
Gain (loss) on sale of AFS securities

 

 

 
 %
Other
 
 
 
 
 
 
 
Brokerage and advisory fees
181

 
137

 
44

 
32.12
 %
Other
369

 
323

 
46

 
14.24
 %
Total other
550

 
460

 
90

 
19.57
 %
Total noninterest income
$
2,736

 
$
2,544

 
$
192

 
7.55
 %


48



Six Months Ended June 30
 
 
 
 
 
Change
 
2013
 
2012
 
$
 
%
Service charges and fees
 
 
 
 
 
 
 
NSF and overdraft fees
$
1,074

 
$
1,155

 
$
(81
)
 
(7.01
)%
ATM and debit card fees
944

 
934

 
10

 
1.07
 %
Trust fees
565

 
516

 
49

 
9.50
 %
Freddie Mac servicing fee
371

 
378

 
(7
)
 
(1.85
)%
Service charges on deposit accounts
185

 
158

 
27

 
17.09
 %
Net OMSRs income (loss)
96

 
50

 
46

 
92.00
 %
All other
56

 
66

 
(10
)
 
(15.15
)%
Total service charges and fees
3,291

 
3,257

 
34

 
1.04
 %
Gain on sale of mortgage loans
607

 
658

 
(51
)
 
(7.75
)%
Earnings on corporate owned life insurance policies
359

 
348

 
11

 
3.16
 %
Gain (loss) on sale of AFS securities
99

 
1,003

 
(904
)
 
(90.13
)%
Other
 
 
 
 
 
 
 
Brokerage and advisory fees
328

 
267

 
61

 
22.85
 %
Other
499

 
552

 
(53
)
 
(9.60
)%
Total other
827

 
819

 
8

 
0.98
 %
Total noninterest income
$
5,183

 
$
6,085

 
$
(902
)
 
(14.82
)%
Significant changes in noninterest income are detailed below:
We continuously analyze various fees related to deposit accounts including service charges and NSF and overdraft fees. Based on these analyses, we make any necessary adjustments to ensure that our fee structure is within the range of our competitors, while at the same time making sure that the fees remain fair to deposit customers. NSF and overdraft fees represent the largest single component of service charges and fees. While we have experienced significant increases in deposit accounts, NSF and overdraft fees continue to decline. This decline has been the result of reduced overdraft activity by our customers. We expect this trend to continue.
In recent periods, we have invested considerable efforts to increase our market share in trust and brokerage and advisory services. These efforts have translated into increases in trust fees and brokerage and advisory fees. We expect this trend to continue.
Residential loan refinancing activity declined in 2013, resulting in a decline in the gain on sale of mortgage loans. The decline in refinancing activity was the result of a decline in demand as well as an increase in offering rates. Offsetting the decline in the gain on sale of mortgage loans was an increase in net OMSRs income. We expect mortgage origination volumes and the related income to continue to decline when compared to 2012.
We are continually analyzing our AFS securities for potential sale opportunities. These analyses identified several mortgage-backed securities pools in 2013 and 2012 that made economic sense to sell. We do not anticipate any significant investment sales during the remainder of 2013.
The fluctuations in all other income is spread throughout various categories, none of which are individually significant. We do not anticipate any significant fluctuations from current levels for the remainder of 2013.

49



Noninterest Expenses
Noninterest expenses include compensation and benefits, furniture and equipment, occupancy, net AFS security impairment loss, and other expenses. Significant account balances are highlighted in the accompanying tables with additional descriptions of significant fluctuations:

Three Months Ended June 30
 
 
 
 
 
Change
 
2013
 
2012
 
$
 
%
Compensation and benefits
 
 
 
 
 
 
 
Employee salaries
$
3,844

 
$
3,820

 
$
24

 
0.63
 %
Employee benefits
1,392

 
1,412

 
(20
)
 
(1.42
)%
Total compensation and benefits
5,236

 
5,232

 
4

 
0.08
 %
Furniture and equipment
 
 
 
 
 
 
 
Service contracts
534

 
534

 

 
 %
Depreciation
459

 
443

 
16

 
3.61
 %
ATM and debit card fees
185

 
179

 
6

 
3.35
 %
All other
14

 
14

 

 
 %
Total furniture and equipment
1,192

 
1,170

 
22

 
1.88
 %
Occupancy
 
 
 
 
 
 
 
Depreciation
165

 
155

 
10

 
6.45
 %
Outside services
151

 
153

 
(2
)
 
(1.31
)%
Property taxes
134

 
130

 
4

 
3.08
 %
Utilities
119

 
98

 
21

 
21.43
 %
All other
72

 
63

 
9

 
14.29
 %
Total occupancy
641

 
599

 
42

 
7.01
 %
Net AFS security impairment loss

 

 

 
N/M

Other
 
 
 
 
 
 
 
Marketing and community relations
432

 
535

 
(103
)
 
(19.25
)%
FDIC insurance premiums
273

 
213

 
60

 
28.17
 %
Directors fees
205

 
209

 
(4
)
 
(1.91
)%
Audit and related fees
162

 
154

 
8

 
5.19
 %
Education and travel
116

 
139

 
(23
)
 
(16.55
)%
Postage and freight
94

 
94

 

 
 %
Printing and supplies
99

 
110

 
(11
)
 
(10.00
)%
Legal fees
120

 
81

 
39

 
48.15
 %
Consulting fees
83

 
71

 
12

 
16.90
 %
Other
671

 
581

 
90

 
15.49
 %
Total other
2,255

 
2,187

 
68

 
3.11
 %
Total noninterest expenses
$
9,324

 
$
9,188

 
$
136

 
1.48
 %



50



Six Months Ended June 30
 
 
 
 
 
Change
 
2013
 
2012
 
$
 
%
Compensation and benefits
 
 
 
 
 
 
 
Employee salaries
$
7,720

 
$
7,648

 
$
72

 
0.94
 %
Employee benefits
2,961

 
2,885

 
76

 
2.63
 %
Total compensation and benefits
10,681

 
10,533

 
148

 
1.41
 %
Furniture and equipment
 
 
 
 
 
 
 
Service contracts
1,070

 
1,014

 
56

 
5.52
 %
Depreciation
923

 
886

 
37

 
4.18
 %
ATM and debit card fees
353

 
330

 
23

 
6.97
 %
All other
35

 
30

 
5

 
16.67
 %
Total furniture and equipment
2,381

 
2,260

 
121

 
5.35
 %
Occupancy
 
 
 
 
 
 
 
Depreciation
326

 
309

 
17

 
5.50
 %
Outside services
321

 
300

 
21

 
7.00
 %
Property taxes
269

 
259

 
10

 
3.86
 %
Utilities
255

 
224

 
31

 
13.84
 %
All other
135

 
148

 
(13
)
 
(8.78
)%
Total occupancy
1,306

 
1,240

 
66

 
5.32
 %
Net AFS security impairment loss

 
282

 
(282
)
 
N/M

Other
 
 
 
 
 
 
 
Marketing and community relations
674

 
1,029

 
(355
)
 
(34.50
)%
FDIC insurance premiums
545

 
428

 
117

 
27.34
 %
Directors fees
404

 
419

 
(15
)
 
(3.58
)%
Audit and related fees
301

 
330

 
(29
)
 
(8.79
)%
Education and travel
238

 
266

 
(28
)
 
(10.53
)%
Postage and freight
193

 
195

 
(2
)
 
(1.03
)%
Printing and supplies
185

 
219

 
(34
)
 
(15.53
)%
Legal fees
180

 
143

 
37

 
25.87
 %
Consulting fees
155

 
258

 
(103
)
 
(39.92
)%
Other
1,272

 
1,159

 
113

 
9.75
 %
Total other
4,147

 
4,446

 
(299
)
 
(6.73
)%
Total noninterest expenses
$
18,515

 
$
18,761

 
$
(246
)
 
(1.31
)%
To help offset our current declining net interest margin yields, we have made a conscious effort to limit increases, or reduce, noninterest expenses. These efforts translated into a decline of 1.31% in total noninterest expenses when the first six months of 2013 are compared to the same period in 2012.
Significant changes in noninterest expenses are detailed below:
During the first quarter of 2012, we recorded a credit impairment on an AFS security through earnings due to a bond being downgraded below investment grade. We continuously monitor the AFS security portfolio for other potential OTTI. For further discussion, see “Note 5 – AFS Securities” of our notes to interim condensed consolidated financial statements.
We have consistently been a strong supporter of the various communities, schools, and charities in the markets we serve. We sponsor a foundation, which we established in 1996, that is generally funded from non-recurring, or extraordinary, revenue sources. The foundation provides centralized oversight for donations to organizations that benefit our communities. Included in marketing and community relations were discretionary donations to the foundation of $200 and $200 for the three and six month periods ended June 30, 2013, respectively, as compared to $250 and $500 during the same periods in 2012.

51


Audit and related fees fluctuate from period to period based on the timing of services performed. Audit and related fees are expected to approximate current levels throughout the remainder of 2013.
Education and travel expenses were higher in 2012 as a result of a company-wide customer service seminar which occurred in the second quarter of 2012. Our 2013 company-wide customer service seminar is scheduled for the fourth quarter of 2013.
Legal fees increased in 2013 as a result of higher costs associated with filing documents with the SEC, primarily those associated with XBRL tagging. We expect legal fees to approximate current levels for the remainder of 2013.
Printing and supplies expenses declined in 2013 as a result of increased utilization of paperless office opportunities.
During the first quarter of 2012, we incurred consulting fees to review our FHLB advances for potential restructuring options. They were also elevated in 2012 due to the engagement of consultants to review our loan prepayment and deposit decay assumptions and various information technology projects. Consulting fees are anticipated to approximate current levels for the remainder of 2013.
The fluctuations in all other expenses are spread throughout various categories, none of which are individually significant.
ANALYSIS OF CHANGES IN FINANCIAL CONDITION

June 30, 2013
 
December 31, 2012
 
$ Change
 
% Change
(unannualized)
ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
$
21,366

 
$
24,920

 
$
(3,554
)
 
(14.26
)%
Certificates of deposit held in other financial institutions
1,810

 
4,465

 
(2,655
)
 
(59.46
)%
Trading securities
950

 
1,573

 
(623
)
 
(39.61
)%
AFS securities
499,424

 
504,010

 
(4,586
)
 
(0.91
)%
Mortgage loans AFS
743

 
3,633

 
(2,890
)
 
(79.55
)%
Loans
803,452

 
772,753

 
30,699

 
3.97
 %
ALLL
(11,700
)
 
(11,936
)
 
236

 
N/M

Premises and equipment
25,852

 
25,787

 
65

 
0.25
 %
Corporate owned life insurance policies
24,101

 
22,773

 
1,328

 
5.83
 %
Accrued interest receivable
5,232

 
5,227

 
5

 
0.10
 %
Equity securities without readily determinable fair values
18,242

 
18,118

 
124

 
0.68
 %
Goodwill and other intangible assets
46,418

 
46,532

 
(114
)
 
(0.24
)%
Other assets
15,525

 
12,784

 
2,741

 
21.44
 %
TOTAL ASSETS
$
1,451,415

 
$
1,430,639

 
$
20,776

 
1.45
 %
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Deposits
$
1,021,424

 
$
1,017,667

 
$
3,757

 
0.37
 %
Borrowed funds
262,460

 
241,001

 
21,459

 
8.90
 %
Accrued interest payable and other liabilities
8,243

 
7,482

 
761

 
10.17
 %
Total liabilities
1,292,127

 
1,266,150

 
25,977

 
2.05
 %
Shareholders’ equity
159,288

 
164,489

 
(5,201
)
 
(3.16
)%
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,451,415

 
$
1,430,639

 
$
20,776

 
1.45
 %
As shown above, total assets have increased since December 31, 2012. In the first six months of 2013, loans grew by $30,699. This loan growth was primary funded by increases in borrowed funds. We expect that loans will continue to grow throughout the rest of the year.

52


The following table outlines the changes in loans:

June 30, 2013
 
December 31, 2012
 
$ Change
 
% Change
(unannualized)
Commercial
$
389,044

 
$
371,505

 
$
17,539

 
4.72
%
Agricultural
87,516

 
83,606

 
3,910

 
4.68
%
Residential real estate
293,158

 
284,148

 
9,010

 
3.17
%
Consumer
33,734

 
33,494

 
240

 
0.72
%
Total
$
803,452

 
$
772,753

 
$
30,699

 
3.97
%
The following table outlines the changes in deposits:

June 30, 2013
 
December 31, 2012
 
$ Change
 
% Change
(unannualized)
Noninterest bearing demand deposits
$
139,942

 
$
143,735

 
$
(3,793
)
 
(2.64
)%
Interest bearing demand deposits
173,184

 
181,259

 
(8,075
)
 
(4.45
)%
Savings deposits
248,098

 
228,338

 
19,760

 
8.65
 %
Certificates of deposit
368,713

 
376,790

 
(8,077
)
 
(2.14
)%
Brokered certificates of deposit
57,701

 
55,348

 
2,353

 
4.25
 %
Internet certificates of deposit
33,786

 
32,197

 
1,589

 
4.94
 %
Total
$
1,021,424

 
$
1,017,667

 
$
3,757

 
0.37
 %
Capital
Capital consists solely of common stock, retained earnings, and accumulated other comprehensive income (loss). We are currently authorized to raise capital through dividend reinvestment, employee and director stock purchases, and shareholder stock purchases. Pursuant to theses authorizations, we issued 77,568 shares or $1,900 of common stock during the first six months of 2013, as compared to 54,900 shares or $1,322 of common stock during the same period in 2012. We also offer the Directors Plan which allows participants to purchase stock units, in lieu of cash payments. Pursuant to this plan, we increased shareholders’ equity by $258 and $295 during the six month periods ended June 30, 2013 and 2012, respectively.
We have approved a publicly announced common stock repurchase plan. Pursuant to this plan, we repurchased 45,825 shares or $1,114 of common stock compared to 41,581 shares for $995 during the first six months of 2013 and 2012, respectively. As of June 30, 2013, we were authorized to repurchase up to an additional 39,585 shares of common stock.
There are no significant regulatory constraints placed on our capital. The FRB’s current recommended minimum primary capital to assets requirement is 6.0%. Our primary capital to adjusted average assets, which consists of shareholders' equity plus the allowance for loan losses less acquisition intangibles, was 8.38% as of June 30, 2013.
The FRB has established a minimum risk based capital standard. Under this standard, a framework has been established that assigns risk weights to each category of on and off balance sheet items to arrive at risk adjusted total assets. Regulatory capital is divided by the risk adjusted assets with the resulting ratio compared to the minimum standard to determine whether a corporation has adequate capital. The minimum standard is 8%, of which at least 4% must consist of equity capital net of goodwill. The following table sets forth the percentages required under the Risk Based Capital guidelines and our values as of:
 
June 30
2013
 
December 31
2012
 
Required
Equity Capital
13.59
%
 
13.23
%
 
4.00
%
Secondary Capital
1.25
%
 
1.25
%
 
4.00
%
Total Capital
14.84
%
 
14.48
%
 
8.00
%
Secondary capital includes only the ALLL. The percentage for the secondary capital under the required column is the maximum amount allowed from all sources.
The FRB and FDIC also prescribe minimum capital requirements for Isabella Bank. At June 30, 2013, the Bank exceeded these minimum capital requirements. On July 3 , 2013, the FRB published revised BASEL III Capital standards for Banks. The rules redefine what is included or deducted from equity capital, changes risk weighting for certain on and off-balance sheet

53


assets, increases the minimum required equity capital to be considered well capitalized, and introduces a capital cushion buffer. The rules take effect for us on January 1, 2015 and are not expected to have a material impact on the Corporation. 
Contractual Obligations and Loan Commitments
We are party to credit related financial instruments with off-balance-sheet risk. These financial instruments are entered into in the normal course of business to meet the financing needs of our customers. These financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The contract or notional amounts of these instruments reflect the extent of involvement we have in a particular class of financial instrument.
The following table summarizes our credit related financial instruments with off-balance-sheet risk as of:
 
June 30
2013
 
December 31
2012
Unfunded commitments under lines of credit
$
121,516

 
$
115,233

Commercial and standby letters of credit
3,058

 
3,935

Commitments to grant loans
25,571

 
40,507

Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers. These commitments may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements.
Commercial and standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing arrangements, including commercial paper, bond financing, and similar transactions. These commitments to extend credit and letters of credit generally mature within one year. The credit risk involved in these transactions is essentially the same as that involved in extending loans to customers. We evaluate each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon the extension of credit, is based on a credit evaluation of the borrower. While we consider standby letters of credit to be guarantees, the amount of the liability related to such guarantees on the commitment date is not significant and a liability related to such guarantees is not recorded on the consolidated balance sheets.
Commitments to grant loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The amount of collateral obtained, if it is deemed necessary, is based on management’s credit evaluation of the customer. Commitments to grant loans include loans committed to be sold to the secondary market.
Our exposure to credit-related loss in the event of nonperformance by the counter parties to the financial instruments for commitments to extend credit and standby letters of credit could be up to the contractual notional amount of those instruments. We use the same credit policies as we do for extending loans to customers. No significant losses are anticipated as a result of these commitments.
Fair Value
We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Trading securities, AFS securities, and certain liabilities are recorded at fair value on a recurring basis. Additionally, from time-to-time, we may be required to record at fair value other assets on a nonrecurring basis, such as mortgage loans AFS, foreclosed assets, OMSRs, and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve the application of lower of cost or market accounting or write-downs of individual assets.
For further information regarding fair value measurements see “Note 12 – Fair Value” of our notes to the interim condensed consolidated financial statements.

54



Liquidity
Liquidity is monitored regularly by our Market Risk Committee, which consists of members of senior management. The committee reviews projected cash flows, key ratios, and liquidity available from both primary and secondary sources.
Our primary sources of liquidity are cash and cash equivalents, certificates of deposit held in other financial institutions, trading securities, and AFS securities. These categories totaled $523,550 or 36.1% of assets as of June 30, 2013 as compared to $534,968 or 37.4% as of December 31, 2012. Liquidity is important for financial institutions because of their need to meet loan funding commitments, depositor withdrawal requests, and various other commitments including expansion of operations, investment opportunities, and payment of cash dividends. Liquidity varies significantly daily, based on customer activity.
Our primary source of funds is deposit accounts. We also have the ability to borrow from the FHLB, the FRB, and through various correspondent banks in the form of federal funds purchased. These funding methods typically carry a higher interest rate than traditional market deposit accounts. Some borrowed funds, including FHLB Advances, FRB Discount Window Advances, and repurchase agreements, require us to pledge assets, typically in the form of certificates of deposits held in other financial institutions, trading securities, AFS securities, or loans as collateral. As of June 30, 2013, we had available lines of credit of $91,951.
The following table summarizes our sources and uses of cash for the six month periods ended June 30:
 
2013
 
2012
 
$ Variance
Net cash provided by (used in) operating activities
$
14,594

 
$
11,947

 
$
2,647

Net cash provided by (used in) investing activities
(40,760
)
 
(56,047
)
 
15,287

Net cash provided by (used in) financing activities
22,612

 
35,761

 
(13,149
)
Increase (decrease) in cash and cash equivalents
(3,554
)
 
(8,339
)
 
4,785

Cash and cash equivalents January 1
24,920

 
28,590

 
(3,670
)
Cash and cash equivalents June 30
$
21,366

 
$
20,251

 
$
1,115

Market Risk
Our primary market risks are interest rate risk and liquidity risk. We have no significant foreign exchange risk and do not utilize interest rate swaps or derivatives, except for interest rate locks and forward loan commitments, in the management of IRR. Any changes in foreign exchange rates or commodity prices would have an insignificant impact on our interest income and cash flows.
IRR is the exposure of our net interest income to changes in interest rates. IRR results from the difference in the maturity or repricing frequency of a financial institution's interest earning assets and its interest bearing liabilities. IRR is the fundamental method by which financial institutions earn income and create shareholder value. Excessive exposure to IRR could pose a significant risk to our earnings and capital.
The FRB has adopted a policy requiring us to effectively manage the various risks that can have a material impact on our safety and soundness. The risks include credit, interest rate, liquidity, operational, and reputational. We have policies, procedures, and internal controls for measuring and managing these risks. Specifically, our Funds Management policy and procedures include defining acceptable types and terms of investments and funding sources, liquidity requirements, limits on investments in long term assets, limiting the mismatch in repricing opportunity of assets and liabilities, and the frequency of measuring and reporting to our Board.
The primary technique to measure interest rate risk is simulation analysis. Simulation analysis forecasts the effects on the balance sheet structure and net interest income under a variety of scenarios that incorporate changes in interest rates, the shape of yield curves, interest rate relationships, and loan prepayments. These forecasts are compared against net interest income projected in a stable interest rate environment. While many assets and liabilities reprice either at maturity or in accordance with their contractual terms, several balance sheet components demonstrate characteristics that require an evaluation to more accurately reflect their repricing behavior. Key assumptions in the simulation analysis include prepayments on loans, probable calls of investment securities, changes in market conditions, loan volumes and loan pricing, deposit sensitivity, and customer preferences. These assumptions are inherently uncertain as they are subject to fluctuation and revision in a dynamic environment. As a result, the simulation analysis cannot precisely forecast the impact of rising and falling interest rates on net interest income. Actual results will differ from simulated results due to many other factors, including changes in balance sheet components, interest rate changes, changes in market conditions, and management strategies.

55


Our interest rate sensitivity is estimated by first forecasting the next twelve months of net interest income under an assumed environment of a constant balance sheet and constant market interest rates (base case). We then compare the results of various simulation analyses to the base case. At June 30, 2013, we projected the change in net interest income during the next twelve months assuming market interest rates were to immediately decrease by 100 basis points and increase by 100, 200, 300, and 400 basis points in a parallel fashion over the entire yield curve during the same time period. We did not project scenarios showing decreases in interest rates beyond 100 basis points as this is considered extremely unlikely given current interest rate levels. These projections were based on our assets and liabilities remaining static over the next twelve months, while factoring in probable calls and prepayments of certain investment securities and real estate residential and consumer loans. While it is extremely unlikely that interest rates would immediately increase to these levels, we feel that these extreme scenarios help us identify potential gaps and mismatches in the repricing characteristics of assets and liabilities. We regularly monitor our forecasted net interest income sensitivity to ensure that it remains within established limits.
The following table summarizes our interest rate sensitivity as of:
 
June 30, 2013
Immediate basis point change assumption (short-term rates)
(100)
 
0
 
100
 
200
 
300
 
400
Percent change in net income vs. constant rates
(2.86
)%
 

 
0.42
%
 
0.69
%
 
0.65
%
 
0.50
%
 
December 31, 2012
Immediate basis point change assumption (short-term rates)
(100)
 
0
 
100
 
200
 
300
 
400
Percent change in net income vs. constant rates
(1.61
)%
 

 
0.49
%
 
(1.58
)%
 
(1.74
)%
 
(2.16
)%
The secondary method to measure IRR is gap analysis. Gap analysis measures the cash flows and/or the earliest repricing of our interest bearing assets and liabilities. This analysis is useful for measuring trends in the repricing characteristics of the balance sheet. Significant assumptions are required in this process because of the embedded repricing options contained in assets and liabilities. Residential real estate and consumer loans allow the borrower to repay the balance prior to maturity without penalty, while commercial and agricultural loans have prepayment penalties. The amount of prepayments is dependent upon many factors, including the interest rate of a given loan in comparison to the current offering rates, the level of sales of used homes, and the overall availability of credit in the market place. Generally, a decrease in interest rates will result in an increase in cash flows from these assets. A significant portion of our securities are callable or have prepayment options. The call and prepayment options are more likely to be exercised in a period of decreasing interest rates. Savings and demand accounts may generally be withdrawn on request without prior notice. The timing of cash flows from these deposits is estimated based on historical experience. Certificates of deposit have penalties that discourage early withdrawals.
The following tables provide information about assets and liabilities that are sensitive to changes in interest rates as of June 30, 2013 and December 31, 2012. The principal amounts of assets and time deposits maturing were calculated based on the contractual maturity dates. Savings and NOW accounts are based on management's estimate of their future cash flows. During the first quarter of 2012, we engaged the services of a third party to analyze our historical loan prepayment speeds and non-contractual deposit decay rates. We have reviewed the results of the analyses in detail and feel that it reasonably reflects the prepayment speeds and decay rates of our loan and deposit portfolios.

56



June 30, 2013
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Total
 
Fair Value
Rate sensitive assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other interest bearing assets
$
1,647

 
$
240

 
$

 
$

 
$

 
$

 
$
1,887

 
$
1,890

Average interest rates
0.86
%
 
1.25
%
 

 

 

 

 
0.91
%
 
 
Trading securities
$
950

 
$

 
$

 
$

 
$

 
$

 
$
950

 
$
950

Average interest rates
2.83
%
 

 

 

 

 

 
2.83
%
 
 
AFS securities
$
168,609

 
$
90,752

 
$
53,417

 
$
38,028

 
$
24,252

 
$
124,366

 
$
499,424

 
$
499,424

Average interest rates
1.58
%
 
1.62
%
 
1.94
%
 
2.64
%
 
2.75
%
 
2.70
%
 
2.04
%
 
 
Fixed interest rate loans (1)
$
116,839

 
$
100,362

 
$
92,019

 
$
100,014

 
$
97,363

 
$
117,502

 
$
624,099

 
$
629,549

Average interest rates
5.43
%
 
5.42
%
 
5.13
%
 
4.64
%
 
4.42
%
 
4.37
%
 
4.90
%
 
 
Variable interest rate loans (1)
$
82,141

 
$
30,652

 
$
19,690

 
$
17,726

 
$
18,250

 
$
10,894

 
$
179,353

 
$
179,353

Average interest rates
4.63
%
 
3.88
%
 
4.11
%
 
3.32
%
 
3.35
%
 
3.64
%
 
3.64
%
 
 
Rate sensitive liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowed funds
$
109,412

 
$
33,048

 
$
10,000

 
$
30,000

 
$
40,000

 
$
40,000

 
$
262,460

 
$
266,633

Average interest rates
0.69
%
 
0.68
%
 
1.23
%
 
1.88
%
 
2.46
%
 
3.02
%
 
1.47
%
 
 
Savings and NOW accounts
$
38,098

 
$
34,415

 
$
30,886

 
$
27,749

 
$
24,952

 
$
265,182

 
$
421,282

 
$
421,282

Average interest rates
0.13
%
 
0.12
%
 
0.12
%
 
0.12
%
 
0.12
%
 
0.11
%
 
0.12
%
 
 
Fixed interest rate certificates of deposit
$
199,979

 
$
80,929

 
$
64,216

 
$
48,369

 
$
49,574

 
$
16,006

 
$
459,073

 
$
463,021

Average interest rates
0.95
%
 
1.71
%
 
2.11
%
 
1.87
%
 
1.41
%
 
1.64
%
 
1.42
%
 
 
Variable interest rate certificates of deposit
$
637

 
$
490

 
$

 
$

 
$

 
$

 
$
1,127

 
$
1,127

Average interest rates
0.42
%
 
0.42
%
 

 

 

 

 
0.42
%
 
 

December 31, 2012
 
2013
 
2014
 
2015
 
2016
 
2017
 
Thereafter
 
Total
 
Fair Value
Rate sensitive assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other interest bearing assets
$
6,411

 
$
100

 
$
240

 
$

 
$

 
$

 
$
6,751

 
$
6,761

Average interest rates
0.86
%
 
0.35
%
 
1.25
%
 

 

 

 
0.86
%
 
 
Trading securities
$
1,051

 
$
522

 
$

 
$

 
$

 
$

 
$
1,573

 
$
1,573

Average interest rates
2.68
%
 
2.54
%
 

 

 

 

 
2.63
%
 
 
AFS securities
$
124,452

 
$
83,606

 
$
49,419

 
$
42,655

 
$
35,504

 
$
168,374

 
$
504,010

 
$
504,010

Average interest rates
2.42
%
 
2.30
%
 
2.53
%
 
2.82
%
 
2.89
%
 
2.48
%
 
2.50
%
 
 
Fixed interest rate loans (1)
$
138,840

 
$
96,013

 
$
91,353

 
$
85,095

 
$
109,057

 
$
89,760

 
$
610,118

 
$
622,329

Average interest rates
5.74
%
 
5.62
%
 
5.57
%
 
5.21
%
 
4.60
%
 
4.63
%
 
5.26
%
 
 
Variable interest rate loans (1)
$
64,482

 
$
28,076

 
$
24,669

 
$
12,650

 
$
22,061

 
$
10,697

 
$
162,635

 
$
162,635

Average interest rates
4.90
%
 
3.77
%
 
3.96
%
 
3.89
%
 
3.36
%
 
3.90
%
 
4.21
%
 
 
Rate sensitive liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowed funds
$
77,865

 
$
10,814

 
$
42,322

 
$
20,000

 
$
40,000

 
$
50,000

 
$
241,001

 
$
248,822

Average interest rates
0.46
%
 
0.65
%
 
1.14
%
 
2.67
%
 
2.15
%
 
3.03
%
 
1.59
%
 
 
Savings and NOW accounts
$
35,796

 
$
32,794

 
$
29,476

 
$
26,520

 
$
23,885

 
$
261,126

 
$
409,597

 
$
409,597

Average interest rates
0.13
%
 
0.13
%
 
0.12
%
 
0.12
%
 
0.12
%
 
0.11
%
 
0.12
%
 
 
Fixed interest rate certificates of deposit
$
204,972

 
$
76,373

 
$
71,685

 
$
51,232

 
$
40,523

 
$
18,399

 
$
463,184

 
$
471,479

Average interest rates
1.13
%
 
1.69
%
 
2.10
%
 
2.14
%
 
1.72
%
 
1.67
%
 
1.55
%
 
 
Variable interest rate certificates of deposit
$
782

 
$
369

 
$

 
$

 
$

 
$

 
$
1,151

 
$
1,151

Average interest rates
0.46
%
 
0.45
%
 

 

 

 

 
0.46
%
 
 
 (1) The fair value reported is exclusive of the allocation of the ALLL.
We do not believe that there has been a material change in the nature or categories of our primary market risk exposure, or the particular markets that present the primary risk of loss. As of the date of this report, we do not know of or expect there to be any material change in the general nature of our primary market risk exposure in the near term. As of the date of this report, we

57


do not expect to make material changes in those methods in the near term. We may change those methods in the future to adapt to changes in circumstances or to implement new techniques.
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
The information presented in the “Market Risk” section of the Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference.
Item 4 – Controls and Procedures
DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934 ) as of June 30, 2013, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of June 30, 2013, were effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the most recent fiscal quarter, no change occurred in our internal control over financial reporting that materially affected, or is likely to materially effect, our internal control over financial reporting.


58


PART II – OTHER INFORMATION

Item 1 – Legal Proceedings
We are not involved in any material legal proceedings. We are involved in ordinary, routine litigation incidental to our business; however, no such routine proceedings are expected to result in any material adverse effect on operations, earnings, or financial condition, or cash flows.
Item 1A – Risk Factors
There have been no material changes to the risk factors disclosed in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2012.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
(A)
None
(B)
None
(C)
Repurchases of Common Stock
We have adopted and publically announced a common stock repurchase plan. The plan was last amended on April 26, 2012, to allow for the repurchase of an additional 150,000 shares of common stock. These authorizations do not have expiration dates. As shares are repurchased under this plan, they are retired and revert back to the status of authorized, but unissued shares.
The following table provides information for the three month period ended June 30, 2013, with respect to this plan:
 
Shares Repurchased
 
Total Number of Shares Purchased as Part of Publicly Announced Plan or Program
 
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
 
Number
 
Average Price
Per Share
 
 
Balance, March 31, 2013
 
 
 
 
 
 
64,901

April 1 - 30, 2013
7,811

 
$
25.48

 
7,811

 
57,090

May 1 - 31, 2013
7,805

 
24.98

 
7,805

 
49,285

June 1 - 30, 2013
9,700

 
24.95

 
9,700

 
39,585

Total
25,316

 
$
25.12

 
25,316

 
39,585


59



Item 6 - Exhibits
(a)

 
Exhibits
 
 
 
31(a)

 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer
 
 
 
31(b)

 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Financial Officer
 
 
 
32

 
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
 
 
 
101.1*

 
101.INS (XBRL Instance Document)
 
 
 
 
 
101.SCH (XBRL Taxonomy Extension Schema Document)
 
 
 
 
 
101.CAL (XBRL Calculation Linkbase Document)
 
 
 
 
 
101.LAB (XBRL Taxonomy Label Linkbase Document)
 
 
 
 
 
101.DEF (XBRL Taxonomy Linkbase Document)
 
 
 
 
 
101.PRE (XBRL Taxonomy Presentation Linkbase Document)
In accordance with Rule 406T of Regulations S-T, the XBRL related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


60


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.
 
 
Isabella Bank Corporation
 
 
 
 
Date:
July 29, 2013
 
 
/s/ Richard J. Barz
 
 
 
 
Richard J. Barz
 
 
 
 
Chief Executive Officer
 
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
July 29, 2013
 
 
/s/ Dennis P. Angner
 
 
 
 
Dennis P. Angner
 
 
 
 
President, Chief Financial Officer
 
 
 
 
(Principal Financial Officer, Principal Accounting Officer)

61