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American National Bankshares Inc. Reports Third Quarter 2015 Earnings


/EINPresswire.com/ -- DANVILLE, VA -- (Marketwired) -- 10/22/15 -- American National Bankshares Inc. (NASDAQ: AMNB)

  • Q3 2015 net income of $4.0 million
  • Diluted EPS $0.47 for Q3 2015 compared to $0.40 for Q3 2014
  • Net interest margin of 3.64% for Q3 2015
  • Average shareholders' equity of $196 million is 12.95% of average assets

American National Bankshares Inc. ("American National") (NASDAQ: AMNB), parent company of American National Bank and Trust Company, today announced net income for the third quarter of 2015 of $4,037,000 compared to $3,168,000 for the third quarter of 2014, an $869,000 or 27.4% increase. Basic and diluted net income per common share was $0.47 for the 2015 quarter compared to $0.40 for the 2014 quarter. Net income for the third quarter of 2015 produced a return on average assets of 1.07%, a return on average equity of 8.25%, and a return on average tangible equity of 11.42%.

Net income for the first nine months of 2015 was $10,432,000 compared to $9,851,000 for the comparable period of 2014, a $581,000 or 5.9% increase. Basic and diluted net income per common share was $1.20 for the 2015 period compared to $1.25 for the 2014 period.

The 2015 nine month period was negatively impacted by nonrecurring, merger related costs associated with the January 2015 acquisition of MainStreet BankShares, Inc. ("MainStreet"). Merger related costs for the 2015 nine month period were $1,948,000.

Financial Performance and Overview
Jeffrey V. Haley, President and Chief Executive Officer, reported, "The third quarter of 2015 and the year to date have been very good for American National.

"At September 30, 2015, American National had $980,984,000 in loans compared to $816,588,000 at September 30, 2014, an increase of $164,396,000 or 20.1%. Of that increase, $106,166,000 or 64.6% relates directly to the MainStreet acquisition.

"We also have had notable growth in our other markets. Organic loan growth over the past year was $58,230,000 or 7.1%. A combination of active business development and gradually improving local market economic conditions are beginning to result in loan growth. However, we did see a slowdown in the third quarter 2015 as loans outstanding fell slightly, $1,921,000 or 0.2%, compared to the end of the second quarter. Even though the current quarter showed no net growth, we were very pleased to see a substantial portion of new loan production in the form of credits that will fund over time, so their benefit will manifest over the next several quarters.

"On the liability side of the balance sheet, at September 30, 2015, American National had $1,226,521,000 in deposits compared to $1,051,060,000 at September 30, 2014, an increase of $175,461,000 or 16.7%. Of that increase, $121,995,000 or 69.5% is related directly to the MainStreet acquisition. The deposit growth was strong in all categories, but most notably in non-maturity (core) deposits. We are continuously working to grow core deposits and their affiliated relationships, but the challenge in this ongoing low rate environment is to do that in a cost effective and yet competitive manner. Our cost of interest bearing deposits for the third quarter was 0.52%, compared to 0.55% for the comparable 2014 quarter.

"On the earnings side, our net income for the third quarter was $4,037,000, up from $3,168,000 in the 2014 quarter, an increase of $869,000 or 27.4%. We had several drivers that impacted the 2015 quarter compared to the 2014 quarter.

"The merger with MainStreet had a significant and positive impact to operating results by adding substantially to earning assets. Net interest income for the quarter is up by $1,601,000 and of that increase 88.1% relates to the MainStreet acquisition.

"Noninterest income was higher in the 2015 quarter by $74,000 or 2.5%. Virtually all categories showed notable improvement, but the increase was reduced by a decrease in securities gains of $309,000 compared to the comparable prior year quarter.

"Noninterest expense was higher in the 2015 quarter by $561,000 or 6.4%. The magnitude of the increase was reduced by an improvement in other real estate expense and a decrease in nonrecurring merger related expenses.

"We are very sensitive to the issue of operational efficiency. During the third quarter we closed two underperforming banking offices, one in the Danville market and one in the Lynchburg market.

"Our efficiency ratio, basically the cost to produce one dollar of revenue, was 61.25 during the current quarter, down from 72.76 for the second quarter, and down from 64.35 for the third quarter of 2014. The second quarter of 2015 was negatively impacted by significant nonrecurring merger expenses."

Haley concluded, "As we review the current quarter and the last nine months, we are pleased with 2015. The successful merger and integration of Franklin Community Bank earlier this year was a major accomplishment and has significantly increased our size and market footprint. We are extremely pleased to see the beginning of significant, though somewhat erratic, organic loan growth. Bar none, this is our favorite leading indicator of improving business and economic conditions.

"American National has a century long legacy of providing high quality banking products and services and an exemplary return to its shareholders. Our goal is to continue that tradition, build and improve on it. We will do this by continuing to provide quality banking products and services, growing our balance sheet, maintaining strong asset quality, and seeking ways to more effectively deploy our capital. Among those ways is our stock repurchase plan, which during the quarter bought approximately 70,000 shares, ongoing consideration of future merger and acquisition opportunities, and a regular review of our dividend policy."

Capital
American National's capital ratios remain strong and exceed all regulatory requirements.

For the quarter ended September 30, 2015, average shareholders' equity was 12.95% of average assets, compared to 13.18% for the quarter ended September 30, 2014.

Book value per common share was $22.81 at September 30, 2015, compared to $22.08 at September 30, 2014.

Tangible book value per common share was $17.32 at September 30, 2015, compared to $16.81 at September 30, 2014.

Credit Quality Measurements
Non-performing assets ($5,360,000 of non-performing loans and $1,333,000 of other real estate owned) represented 0.44% of total assets at September 30, 2015, compared to 0.52% at September 30, 2014.

Annualized net charge offs to average loans was seven basis points (0.07%) for the 2015 third quarter, equal to that for the same quarter in 2014.

The allowance for loan losses as a percentage of total loans was 1.29% at September 30, 2015 compared to 1.55% at September 30, 2014. The largest driver of this decrease was the merger with MainStreet, whose loans have been marked to fair value at the merger date and whose related allowance for loan loss was eliminated in the valuation process.

Other real estate owned was $1,333,000 at September 30, 2015, compared to $2,364,000 at September 30, 2014, a decrease of $1,031,000 or 43.6%.

Merger related financial impact
The fair value adjustments related to our two recent mergers have had and continue to have a favorable impact on net interest income and income before income tax for American National. The adjustments are summarized below (dollars in thousands):

         MainStreet           September 30, 2015
                           ------------------------
                              For the     For the
                           three months nine months
                               ended       ended
                           ------------ -----------
Net Interest Income        $         78 $     1,097
Income Before Income Taxes $          4 $       876

        MidCarolina           September 30, 2015       September 30, 2014
                           ------------------------ ------------------------
                              For the     For the      For the     For the
                           three months nine months three months nine months
                               ended       ended        ended       ended
                           ------------ ----------- ------------ -----------
Net Interest Income        $        471 $     1,409 $        564 $     2,064
Income Before Income Taxes $        244 $       729 $        337 $     1,366

The MainStreet merger was effective January 1, 2015; therefore, no comparative 2014 information is presented.

The fair value impact of the MainStreet merger was affected during the third quarter by a change in accounting estimates. The rules for business combinations allow up to a year after a merger to refine estimates based on additional relevant information. The impact of this one-time adjustment to operations was a reduction in loan accretion income of $353,000, which was offset by a reduction in goodwill on the balance sheet.

Net Interest Income
Net interest income before provision for loan losses increased to $12,061,000 in the third quarter of 2015 from $10,460,000 in the third quarter of 2014, an increase of $1,601,000 or 15.3%.

For the 2015 quarter, the net interest margin was 3.64% compared to 3.68% for the same quarter in 2014, a decrease of four basis points (0.04%).

Provision for loan losses
Provision expense for the third quarters of 2015 and 2014 was zero.

There was no need for a provision expense in the 2015 quarter, as any potential provision expense was primarily mitigated by a small decline in loan volume during the quarter and improvement in some impaired loan allowance allocations.

Noninterest Income
Noninterest income totaled $3,055,000 in the third quarter of 2015, compared with $2,981,000 in the third quarter of 2014, an increase of $74,000 or 2.5%. Almost all income categories showed large increases, most of which were related to increased transaction volumes resulting from the MainStreet transaction. However, the 2014 quarter included $315,000 in securities gains compared to only $6,000 in the 2015 quarter.

Noninterest Expense
Noninterest expense totaled $9,388,000 in the third quarter of 2015, compared to $8,827,000 in the third quarter of 2014, an increase of $561,000 or 6.4%.

All expense categories were impacted by the MainStreet merger and the integration of Franklin Community Bank into American National's operations.

The increase in noninterest expense was mitigated by a $267,000 improvement in other real estate owned, net, and an $181,000 reduction in nonrecurring merger related expense.

About American National
American National Bankshares Inc. is a multi-state bank holding company with total assets of approximately $1.5 billion. Headquartered in Danville, Virginia, American National is the parent company of American National Bank and Trust Company. American National Bank is a community bank serving southern and central Virginia and north central North Carolina with 25 banking offices and two loan production offices. American National Bank and Trust Company also manages an additional $733 million of trust, investment and brokerage assets in its Trust and Investment Services Division. Additional information about the company and the bank is available on the bank's website at www.amnb.com.

Shares of American National are traded on the NASDAQ Global Select Market under the symbol "AMNB."

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws. Certain of the statements involve significant risks and uncertainties. The statements herein are based on certain assumptions and analyses by American National and are factors it believes are appropriate in the circumstances. Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to: changes in interest rates; changes in accounting principles, policies or guidelines; significant changes in the economic scenario; significant changes in regulatory requirements; significant changes in securities markets; and changes regarding acquisitions and dispositions. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and the cautionary language in American National's most recent Form 10-K report and other documents filed with the Securities and Exchange Commission. American National does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.



             American National Bankshares Inc. and Subsidiaries
                        Consolidated Balance Sheets
          (Dollars in thousands, except share and per share data)
                                 Unaudited

                                                       September 30
                                               ----------------------------
ASSETS                                              2015           2014
                                               -------------  -------------

Cash and due from banks                        $      19,280  $      22,699
Interest-bearing deposits in other banks              46,637         58,278

Securities available for sale, at fair value         358,306        328,534
Restricted stock, at cost                              5,308          4,362
Loans held for sale                                    2,998            811

Loans                                                980,984        816,588
  Less allowance for loan losses                     (12,611)       (12,620)
                                               -------------  -------------
    Net Loans                                        968,373        803,968
                                               -------------  -------------

Premises and equipment, net                           23,854         23,085
Other real estate owned, net                           1,333          2,364
Goodwill                                              44,333         39,043
Core deposit intangibles, net                          2,983          2,271
Bank owned life insurance                             17,491         15,044
Accrued interest receivable and other assets          21,541         18,698
                                               -------------  -------------

    Total assets                               $   1,512,437  $   1,319,157
                                               =============  =============


Liabilities
  Demand deposits -- noninterest-bearing       $     305,110  $     244,469
  Demand deposits -- interest-bearing                220,562        185,982
  Money market deposits                              191,534        173,192
  Savings deposits                                   108,992         88,226
  Time deposits                                      400,323        359,191
                                               -------------  -------------
    Total deposits                                 1,226,521      1,051,060

  Customer repurchase agreements                      43,579         51,945
  Long-term borrowings                                 9,952          9,930
  Trust preferred capital notes                       27,597         27,495
  Accrued interest payable and other
   liabilities                                         8,337          5,562
                                               -------------  -------------
    Total liabilities                              1,315,986      1,145,992
                                               -------------  -------------

Shareholders' equity
  Preferred stock, $5 par, 2,000,000 shares
   authorized, none outstanding                            -              -
  Common stock, $1 par, 20,000,000 shares
   authorized, 8,630,329 shares outstanding at
   September 30, 2015 and 7,843,454 shares
   outstanding at September 30, 2014                   8,611          7,843
  Capital in excess of par value                      75,524         57,087
  Retained earnings                                  109,030        103,515
  Accumulated other comprehensive income, net          3,286          4,720
                                               -------------  -------------
    Total shareholders' equity                       196,451        173,165
                                               -------------  -------------

    Total liabilities and shareholders' equity $   1,512,437  $   1,319,157
                                               =============  =============



             American National Bankshares Inc. and Subsidiaries
                      Consolidated Statements of Income
           (Dollars in thousands, except share and per share data)
                                  Unaudited

                                Three Months Ended      Nine Months Ended
                                   September 30            September 30
                             ----------------------- -----------------------
                                2015         2014        2015        2014
                             ----------  ----------- ----------- -----------
Interest and Dividend
 Income:
  Interest and fees on loans $   11,474  $     9,864 $    35,011 $    29,398
  Interest on federal funds
   sold                               1            -           6           -
  Interest and dividends on
   securities:
    Taxable                       1,052          918       3,021       2,850
    Tax-exempt                      899          966       2,799       3,017
    Dividends                        91           72         258         221
  Other interest income              25           32         123         100
                             ----------  ----------- ----------- -----------
      Total interest and
       dividend income           13,542       11,852      41,218      35,586
                             ----------  ----------- ----------- -----------

Interest Expense:
  Interest on deposits            1,205        1,120       3,583       3,510
  Interest on short-term
   borrowings                         2            4           7           8
  Interest on long-term
   borrowings                        82           82         243         243
  Interest on trust
   preferred capital notes          192          186         564         555
                             ----------  ----------- ----------- -----------
      Total interest expense      1,481        1,392       4,397       4,316
                             ----------  ----------- ----------- -----------

Net Interest Income              12,061       10,460      36,821      31,270
  Provision for loan losses           -            -         700         150
                             ----------  ----------- ----------- -----------

Net Interest Income After
 Provision for Loan Losses       12,061       10,460      36,121      31,120
                             ----------  ----------- ----------- -----------

Noninterest Income:
  Trust fees                      1,006          992       2,963       3,131
  Service charges on deposit
   accounts                         521          441       1,543       1,285
  Other fees and commissions        592          479       1,787       1,416
  Mortgage banking income           376          342         987         880
  Securities gains, net               6          315         553         504
  Other                             554          412       1,636       1,168
                             ----------  ----------- ----------- -----------
      Total noninterest
       income                     3,055        2,981       9,469       8,384
                             ----------  ----------- ----------- -----------

Noninterest Expense:
  Salaries                        4,179        3,714      12,634      10,890
  Employee benefits               1,029          799       3,215       2,621
  Occupancy and equipment         1,094          933       3,290       2,779
  FDIC assessment                   185          157         565         486
  Bank franchise tax                220          216         675         669
  Core deposit intangible
   amortization                     300          227         901         888
  Data processing                   366          361       1,311       1,054
  Software                          290          248         850         745
  Other real estate owned,
   net                             (126)         141          60         148
  Merger related expenses            87          268       1,948         268
  Other                           1,764        1,763       5,628       5,067
                             ----------  ----------- ----------- -----------
      Total noninterest
       expense                    9,388        8,827      31,077      25,615
                             ----------  ----------- ----------- -----------

  Income Before Income Taxes      5,728        4,614      14,513      13,889
  Income Taxes                    1,691        1,446       4,081       4,038
                             ----------  ----------- ----------- -----------
Net Income                   $    4,037  $     3,168 $    10,432 $     9,851
                             ==========  =========== =========== ===========

Net Income Per Common Share:
  Basic                      $     0.47  $      0.40 $      1.20 $      1.25
  Diluted                    $     0.47  $      0.40 $      1.20 $      1.25
Weighted Average Common
 Shares Outstanding:
  Basic                       8,668,618    7,841,078   8,698,394   7,871,016
  Diluted                     8,676,571    7,851,735   8,706,870   7,881,441



American National Bankshares Inc. and Subsidiaries
Financial Highlights

(In thousands,
 except share,
 ratio and
 nonfinancial     3rd Qtr     2nd Qtr     3rd Qtr       YTD         YTD
 data, unaudited)   2015        2015        2014        2015        2014
                 ----------  ----------  ----------  ----------  ----------

EARNINGS
  Interest income$   13,542  $   13,837  $   11,852  $   41,218  $   35,586
  Interest
   expense            1,481       1,455       1,392       4,397       4,316
  Net interest
   income            12,061      12,382      10,460      36,821      31,270
  Provision for
   loan losses            -         100           -         700         150
  Noninterest
   income             3,055       3,258       2,981       9,469       8,384
  Noninterest
   expense            9,388      11,642       8,827      31,077      25,615
  Income taxes        1,691       1,018       1,446       4,081       4,038
  Net income          4,037       2,880       3,168      10,432       9,851

PER COMMON SHARE
  Net income per
   share - basic $     0.47  $     0.33  $     0.40  $     1.20  $     1.25
  Net income per
   share -
   diluted             0.47        0.33        0.40        1.20        1.25
  Cash dividends
   paid                0.23        0.23        0.23        0.69        0.69
  Book value per
   share (a)          22.81       22.43       22.08       22.81       22.08
  Book value per
   share -
   tangible (a)
   (b)                17.32       16.96       16.81       17.32       16.81
  Closing market
   price              23.45       23.81       22.75       23.45       22.75

FINANCIAL RATIOS
  Return on
   average assets      1.07%       0.75%       0.97%       0.91%       1.01%
  Return on
   average equity      8.25        5.86        7.35        7.09        7.66
  Return on
   average
   tangible
   equity (c)         11.42        8.26       10.12        9.90       10.72
  Average equity
   to average
   assets             12.95       12.85       13.18       12.90       13.15
  Tangible equity
   to tangible
   assets (b)         10.18        9.98       10.32       10.18       10.32
  Net interest
   margin,
   taxable
   equivalent          3.64        3.69        3.68        3.69        3.69
  Efficiency
   ratio (d)          61.25       72.76       64.35       66.00       63.01
  Effective tax
   rate               29.52       26.12       31.34       28.12       29.07

PERIOD-END
 BALANCES
  Securities     $  363,614  $  361,176  $  333,063  $  363,614  $  333,063
  Loans held for
   sale               2,998       2,720         811       2,998         811
  Loans, net of
   unearned
   income           980,984     982,905     816,588     980,984     816,588
  Goodwill and
   other
   intangibles       47,316      47,493      41,314      47,316      41,314
  Assets          1,512,437   1,524,356   1,319,157   1,512,437   1,319,157
  Assets -
   tangible (b)   1,465,121   1,476,863   1,277,843   1,465,121   1,277,843
  Deposits        1,226,521   1,234,018   1,051,060   1,226,521   1,051,060
  Customer
   repurchase
   agreements        43,579      50,123      51,945      43,579      51,945
  Other short-
   term
   borrowings             -           -           -           -           -
  Long-term
   borrowings        37,549      37,518      37,425      37,549      37,425
  Shareholders'
   equity           196,451     194,883     173,165     196,451     173,165
  Shareholders'
   equity -
   tangible (b)     149,135     147,390     131,851     149,135     131,851

AVERAGE BALANCES
  Securities     $  357,427  $  349,813  $  329,455  $  350,831  $  340,720
  Loans held for
   sale               2,873       2,836       1,998       2,223       1,905
  Loans, net of
   unearned
   income           982,212     972,083     815,564     969,826     799,114
  Interest-
   earning assets 1,380,576   1,397,448   1,192,761   1,386,714   1,187,763
  Goodwill and
   other
   intangibles       47,446      47,682      41,455      47,703      41,754
  Assets          1,511,464   1,530,867   1,309,120   1,520,235   1,303,788
  Assets -
   tangible (b)   1,464,018   1,483,185   1,267,665   1,472,532   1,262,034
  Interest-
   bearing
   deposits         923,840     945,931     806,267     935,893     818,858
  Deposits        1,223,328   1,236,626   1,044,913   1,227,005   1,046,644
  Customer
   repurchase
   agreements        45,444      51,417      45,725      49,985      41,443
  Long-term
   borrowings        37,531      37,499      37,406      37,500      37,385
  Shareholders'
   equity           195,660     196,663     172,493     196,135     171,450
  Shareholders'
   equity -
   tangible (b)     148,214     148,981     131,038     148,432     129,696

American National Bankshares Inc. and Subsidiaries
Financial Highlights

(In thousands,
 except share,
 ratio and
 nonfinancial     3rd Qtr     2nd Qtr     3rd Qtr       YTD         YTD
 data, unaudited)   2015        2015        2014        2015        2014
                 ----------  ----------  ----------  ----------  ----------

CAPITAL
  Weighted
   average shares
   outstanding -
   basic          8,668,618   8,707,504   7,841,078   8,698,394   7,871,016
  Weighted
   average shares
   outstanding -
   diluted        8,676,571   8,715,934   7,851,735   8,706,870   7,881,441

ALLOWANCE FOR
 LOAN LOSSES
  Beginning
   balance       $   12,793  $   12,844  $   12,763  $   12,427  $   12,600
  Provision for
   loan losses            -         100           -         700         150
  Charge-offs          (253)       (321)       (230)       (883)       (398)
  Recoveries             71         170          87         367         268
                 ----------  ----------  ----------  ----------  ----------
  Ending balance $   12,611  $   12,793  $   12,620  $   12,611  $   12,620

LOANS
  Construction
   and land
   development   $   68,692  $   66,543  $   47,060  $   68,692  $   47,060
  Commercial real
   estate           424,404     432,315     371,743     424,404     371,743
  Residential
   real estate      219,415     220,778     175,091     219,415     175,091
  Home equity        98,249      97,866      90,952      98,249      90,952
  Commercial and
   industrial       164,025     159,015     126,437     164,025     126,437
  Consumer            6,199       6,388       5,305       6,199       5,305
                 ----------  ----------  ----------  ----------  ----------
  Total          $  980,984  $  982,905  $  816,588  $  980,984  $  816,588

NONPERFORMING
 ASSETS AT
 PERIOD-END
  Nonperforming
   loans:
  90 days past
   due and
   accruing      $        -  $        -  $        -  $        -  $        -
  Nonaccrual          5,360       3,772       4,494       5,360       4,494
  Other real
   estate owned       1,333       2,113       2,364       1,333       2,364
                 ----------  ----------  ----------  ----------  ----------
  Nonperforming
   assets        $    6,693  $    5,885  $    6,858  $    6,693  $    6,858

ASSET QUALITY
 RATIOS
  Allowance for
   loan losses to
   total loans         1.29%       1.30%       1.55%       1.29%       1.55%
  Allowance for
   loan losses to
  nonperforming
   loans             235.28      339.16      280.82      235.28      280.82
  Nonperforming
   assets to
   total assets        0.44        0.39        0.52        0.44        0.52
  Nonperforming
   loans to total
   loans               0.55        0.38        0.55        0.55        0.55
  Annualized net
   charge-offs
   (recoveries)
   to average
   loans               0.07        0.06        0.07        0.07        0.02


OTHER DATA
  Fiduciary
   assets at
   period-end (e)
   (f)           $  486,173  $  509,289  $  441,753  $  486,173  $  441,753
  Retail
   brokerage
   assets at
   period-end (e)
   (f)           $  247,258  $  257,306  $  201,327  $  247,258  $  201,327
  Number full-
   time
   equivalent
   employees (g)        310         322         292         310         292
  Number of full
   service
   offices               25          27          24          25          24
  Number of loan
   production
   offices                2           2           2           2           2
  Number of ATM's        34          34          30          34          30

Notes:

(a) - Unvested restricted stock of 19,155 shares are not included in the
calculation.
(b) - Excludes goodwill and other intangible assets.
(c) - Excludes amortization expense, net of tax, of intangible assets.
(d) - The efficiency ratio is calculated by dividing noninterest expense
excluding gains or losses on the sale of OREO by net interest income
including tax equivalent income on nontaxable loans and securities and
excluding (i) gains or losses on securities and (ii) gains or losses on sale
of premises and equipment.
(e) - Market value.
(f) - Assets are not owned by the Company and are not reflected in the
consolidated balance sheet.
(g) - Average for quarter.



                        Net Interest Income Analysis
           For the Three Months Ended September 30, 2015 and 2014
                        (in thousands, except rates)

                                                Interest
                        Average Balance      Income/Expense    Yield/Rate
                     --------------------- ----------------- --------------

                        2015       2014      2015     2014    2015    2014
                     ---------- ---------- -------- -------- ------  ------
Loans:
  Commercial         $  164,551 $  126,340 $  1,801 $  1,339   4.34%   4.20%
  Real estate           814,500    686,682    9,557    8,451   4.69    4.92
  Consumer                6,034      4,540      150       85   9.86    7.43
                     ---------- ---------- -------- -------- ------  ------
    Total loans         985,085    817,562   11,508    9,875   4.67    4.83
                     ---------- ---------- -------- -------- ------  ------

Securities:
  Federal agencies &
   GSEs                 103,303     72,828      431      212   1.67    1.16
  Mortgage-backed &
   CMOs                  57,100     58,365      282      345   1.98    2.36
  State and municipal   180,799    183,679    1,650    1,783   3.65    3.88
  Other                  16,225     14,583      140      114   3.45    3.13
                     ---------- ---------- -------- -------- ------  ------
    Total securities    357,427    329,455    2,503    2,454   2.80    2.98
                     ---------- ---------- -------- -------- ------  ------

Federal funds sold           76          -        1        -   5.22       -
Deposits in other
 banks                   37,988     45,744       25       32   0.26    0.28
                     ---------- ---------- -------- -------- ------  ------

  Total interest-
   earning assets     1,380,576  1,192,761   14,037   12,361   4.06    4.14
                                           -------- -------- ------  ------

Non-earning assets      130,888    116,359
                     ---------- ----------

    Total assets     $1,511,464 $1,309,120
                     ========== ==========

Deposits:
  Demand             $  221,700 $  189,208       20       15   0.04    0.03
  Money market          191,689    167,777       63       51   0.13    0.12
  Savings               109,919     88,456       13       10   0.05    0.04
  Time                  400,532    360,826    1,109    1,044   1.10    1.15
                     ---------- ---------- -------- -------- ------  ------
    Total deposits      923,840    806,267    1,205    1,120   0.52    0.55

Customer repurchase
 agreements              45,444     45,725        2        2   0.02    0.02
Other short-term
 borrowings                  57      2,215        0        2   0.35    0.36
Long-term borrowings     37,531     37,406      274      268   2.92    2.87
                     ---------- ---------- -------- -------- ------  ------
    Total interest-
     bearing
     liabilities      1,006,872    891,613    1,481    1,392   0.58    0.62
                                           -------- -------- ------  ------

Noninterest bearing
 demand deposits        299,488    238,646
Other liabilities         9,444      6,368
Shareholders' equity    195,660    172,493
                     ---------- ----------
    Total liabilities
     and
     shareholders'
     equity          $1,511,464 $1,309,120
                     ========== ==========

Interest rate spread                                           3.48%   3.52%
                                                             ======  ======
Net interest margin                                            3.64%   3.68%
                                                             ======  ======

Net interest income (taxable
 equivalent basis)                           12,556   10,969
Less: Taxable
 equivalent
 adjustment                                     495      509
                                           -------- --------
Net interest income                        $ 12,061 $ 10,460
                                           ======== ========



                                  Net Interest Income Analysis
                      For the Nine Months Ended September 30, 2015 and 2014
                                  (in thousands, except rates)

                                                Interest
                        Average Balance      Income/Expense    Yield/Rate
                     --------------------- ----------------- --------------

                        2015       2014      2015     2014    2015    2014
                     ---------- ---------- -------- -------- ------  ------
Loans:
  Commercial         $  153,234 $  122,441 $  5,387 $  4,096   4.70%   4.49%
  Real estate           807,875    673,745   29,117   25,072   4.81    4.96
  Consumer               10,940      4,833      595      261   7.27    7.25
                     ---------- ---------- -------- -------- ------  ------
    Total loans         972,049    801,019   35,099   29,429   4.82    4.90
                     ---------- ---------- -------- -------- ------  ------

Securities:
  Federal agencies &
   GSEs                  88,427     73,506    1,000      617   1.51    1.12
  Mortgage-backed &
   CMOs                  61,434     62,420      994    1,116   2.16    2.38
  State and municipal   185,587    189,311    5,133    5,548   3.69    3.91
  Other                  15,383     15,483      388      362   3.36    3.12
                     ---------- ---------- -------- -------- ------  ------
    Total securities    350,831    340,720    7,515    7,643   2.86    2.99
                     ---------- ---------- -------- -------- ------  ------

Federal funds sold        6,992          -        6        -   0.11       -
Deposits in other
 banks                   56,842     46,024      123      100   0.29    0.29
                     ---------- ---------- -------- -------- ------  ------

    Total interest-
     earning assets   1,386,714  1,187,763   42,743   37,172   4.11    4.18
                                           -------- -------- ------  ------

Non-earning assets      133,521    116,025
                     ---------- ----------

Total assets         $1,520,235 $1,303,788
                     ========== ==========

Deposits:
  Demand             $  223,858 $  181,040       60       56   0.04    0.04
  Money market          196,693    177,279      195      176   0.13    0.13
  Savings               109,008     88,286       39       35   0.05    0.05
  Time                  406,334    372,253    3,289    3,243   1.08    1.17
                     ---------- ---------- -------- -------- ------  ------
    Total deposits      935,893    818,858    3,583    3,510   0.51    0.58

Customer repurchase
 agreements              49,985     41,443        7        5   0.02    0.02
Other short-term
 borrowings                  19        937        0        3   0.35    0.43
Long-term borrowings     37,500     37,385      807      798   2.87    2.85
                     ---------- ---------- -------- -------- ------  ------
    Total interest-
     bearing
     liabilities      1,023,397    898,623    4,397    4,316   0.57    0.64
                                           -------- -------- ------  ------

Noninterest bearing
 demand deposits        291,112    227,786
Other liabilities         9,591      5,929
Shareholders' equity    196,135    171,450
                     ---------- ----------
    Total liabilities
     and
     shareholders'
     equity          $1,520,235 $1,303,788
                     ========== ==========

Interest rate spread                                           3.54%   3.54%
                                                             ======  ======
Net interest margin                                            3.69%   3.69%
                                                             ======  ======

Net interest income (taxable
 equivalent basis)                           38,346   32,856
Less: Taxable
 equivalent
 adjustment                                   1,525    1,586
                                           -------- --------
Net interest income                        $ 36,821 $ 31,270
                                           ======== ========


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